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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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x☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20172019 |
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o☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from _________ to __________ |
Commission file numbers: 001-35263 and 333-197780
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| VEREIT, Inc. |
| VEREIT Operating Partnership, L.P. |
| (Exact name of registrant as specified in its charter) |
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Maryland (VEREIT, | (VEREIT, Inc.) | | 45-2482685 |
Delaware (VEREIT | (VEREIT Operating Partnership, L.P.) | | 45-1255683 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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2325 E. Camelback Road, Suite 1100, 9th Floor | Phoenix | AZ | | 85016 |
| (Address of principal executive offices) | | (Zip Code) |
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| (800) | 606-3610 |
| (Registrant’s telephone number, including area code) |
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| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: |
| Title of each class: | Trading symbol(s): | Name of each exchange on which registered: |
Common Stock $0.01 | $0.01 par value per share (VEREIT, Inc.) | VER | New York Stock Exchange |
6.70% Series F Cumulative Redeemable Preferred Stock $0.01 | $0.01 par value per share (VEREIT, Inc.) | VER PRF | New York Stock Exchange |
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Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: |
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Securities registered pursuant to Section 12(g) of the Securities Act of 1934: None
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.
VEREIT, Inc. Yesx No oVEREIT Operating Partnership, L.P. Yesx No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
VEREIT, Inc. Yes o Nox VEREIT Operating Partnership, L.P. Yes o Nox
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 for 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. VEREIT, Inc. Yesx No oVEREIT Operating Partnership, L.P. Yesx No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). VEREIT, Inc. Yesx No oVEREIT Operating Partnership, L.P. Yesx No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| VEREIT, Inc. | Large accelerated filer | x☒ | | Accelerated filer | o☐ | | Non-accelerated filer (Do not check if a smaller reporting company)
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| | Smaller reporting company | o☐ | | Emerging growth company | o☐ | | |
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| VEREIT Operating Partnership, L.P. | Large accelerated filer | o☐ | | Accelerated filer | o☐ | | Non-accelerated filer (Do not check if a smaller reporting company)
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| | Smaller reporting company | o☐ | | Emerging growth company | o☐ | | |
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 pursuant to Section 13(a) of the Exchange Act. VEREIT, Inc. ¨ VEREIT Operating Partnership, L.P. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
VEREIT, Inc. Yes o ☐ No x VEREIT Operating Partnership, L.P. Yes o ☐No x
The aggregate market value of voting and non-voting common stock held by non-affiliates of VEREIT, Inc. as of June 30, 201728, 2019 was approximately $7.9$8.8 billion based on the closing sale price for VEREIT, Inc.’s common stock on that day as reported by the New York Stock Exchange. Such value excludes common stock held by executive officers and directors.
There were 974,297,9221,077,331,084 shares of common stock of VEREIT, Inc. outstanding as of February 20, 2018.21, 2020.
There is no public trading market for the common units of VEREIT Operating Partnership, L.P. As a result, the aggregate market value of the common units held by non-affiliates of VEREIT Operating Partnership, L.P. cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of VEREIT, Inc.’s Definitive Proxy Statement for its 20182020 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Annual Report on Form 10-K. Other than those portions of the Proxy Statement specifically incorporated by reference pursuant to Items 10 through 14 of Part III hereof, no other portions of the Proxy Statement shall be deemed so incorporated.
EXPLANATORY NOTE
This report combines the Annual Reports on Form 10-K for the year ended December 31, 20172019 of VEREIT, Inc., a Maryland corporation, and VEREIT Operating Partnership, L.P., a Delaware limited partnership, of which VEREIT, Inc. is the sole general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “VEREIT,” the “Company” or the “General Partner” mean VEREIT, Inc. together with its consolidated subsidiaries, including VEREIT Operating Partnership, L.P., and all references to the “Operating Partnership” or “OP” mean VEREIT Operating Partnership, L.P. together with its consolidated subsidiaries.
As the sole general partner of VEREIT Operating Partnership, L.P., VEREIT, Inc. has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control.
We believe combining the Annual Reports on Form 10-K of VEREIT, Inc. and VEREIT Operating Partnership, L.P. into this single report results in the following benefits:
enhancing investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this report. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how we operate as an interrelated consolidated company. VEREIT, Inc. is a real estate investment trust whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, VEREIT, Inc. does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity or debt from time to time and guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries. The Operating Partnership holds substantially all of the assets of the Company and holds the ownership interests in the Company’s joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity or debt issuances by VEREIT, Inc., which are generally contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units. To help investors understand the significant differences between VEREIT, Inc. and the Operating Partnership, there are separate sections in this report that separately discuss VEREIT, Inc. and the Operating Partnership, including the consolidated financial statements and certain notes to the consolidated financial statements as well as separate disclosures in Item 4.9A. Controls and Procedures and Exhibit 31 and Exhibit 32 certifications. As sole general partner with control of the Operating Partnership, VEREIT, Inc. consolidates the Operating Partnership for financial reporting purposes. Therefore, the assets and liabilities of VEREIT, Inc. and VEREIT Operating Partnership, L.P. are the same on their respective consolidated financial statements. The separate discussions of VEREIT, Inc. and VEREIT Operating Partnership, L.P. in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
For the fiscal year ended December 31, 20172019
Forward-Looking Statements
This Annual Report on Form 10-K includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”)) thatwhich reflect our expectations and projections about ourregarding future events and plans, future financial condition, results performance, prospectsof operations and opportunities. We have attempted to identify these forward-looking statements bybusiness. Generally, the use of words such as“anticipates,” “assumes,” “believes,” “continues,” “could,” “estimates,” “expects,” “goals,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” orvariations of such words and similar expressions.expressions identify forward-looking statements. These forward-looking statements are based on information currently available to us and are subject toinvolve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company’s control, that maycould cause actual events and plans or could cause our actualbusiness, financial condition, liquidity and results performance or achievementsof operations to bediffer materially different from any future results, performance or achievementsthose expressed or implied by thesein the forward-looking statements. These factors include, among other things, those discussed below. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law.applicable. We do not undertakedisclaim any obligation to publicly to update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as may be required to satisfy our obligations under federal securitiesby law.
The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
We are subject to risks associated with tenant, geographic and industry concentrations with respect to our properties.
Our properties goodwill and intangible assets and other assets may be subject to impairment charges.
We could be subject to unexpected costs or unexpected liabilities that may arise from potential dispositions.dispositions, including related to limited partnership, tenant-in-common and Delaware statutory trust real estate programs (“1031 real estate programs”) and VEREIT’s management with respect to such programs.
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we may be unable to acquire, dispose of, or lease properties on advantageous terms.
We could be subject to risks associated with bankruptcies or insolvencies of tenants, or from tenant defaults generally.
We are subject to risks associated with pending government investigations relating togenerally or from the findingsunpredictability of the investigation conducted in 2014 by the audit committee (the “Audit Committee”)business plans and financial condition of the General Partner’s board of directors (the “Audit Committee Investigation”) and related litigation, including the expense of such investigations and litigation and any potential payments upon resolution.our tenants.
We have substantial indebtedness, which may affect our ability to pay dividends, and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.
We may be subject to increases in our borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of London Inter-Bank Offer Rate (“LIBOR”) after 2021.
Our overall borrowing and operating flexibility may be adversely affected by the terms and restrictions within the indenture governing the Senior Notes (as defined in Note 10 –Debtsenior unsecured notes (the “Senior Notes”), and the Credit Agreement governing the terms of the Credit Facility (as both terms are defined in Note 10 –Debt)Item 1. Business).
Our access to capital and terms of future financings may be affected by adverse changes to our credit rating.
We may be affected by the incurrence of additional secured or unsecured debt.
We may not be able to achieve and maintain profitability.
We may not generate cash flows sufficient to pay our dividends to stockholders or meet our debt service obligations.
We may be affected by risks resulting from losses in excess of insured limits.
We may fail to remain qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.
We are subject to risks associated with our joint ventures including their management.
Compliance with the REIT annual distribution requirements may limit our operating flexibility.
We may be unable to retain or hire key personnel.
All forward-looking statements should be read in light of the risks identified in Part I, Item 1A. Risk Factors within ourthis Annual Report on Form 10-K for the year ended December 31, 2017.2019.
We use certain defined terms throughout this Annual Report on Form 10-K that have the following meanings:
When we refer to “annualized rental income,” we mean the rental revenue under our leases on operating properties owned at the respective reporting date on a straight-line basis, which includes the effect of rent escalations and any tenant concessions, such as free rent, and our pro rata share of such revenues from properties owned by unconsolidated joint ventures. Annualized rental income excludes any bad debt allowances and anyadjustments to rental income due to changes in the collectability assessment, contingent rent, such as percentage rent.rent, and operating expense reimbursements. Management uses annualized rental income as a basis for tenant, industry and geographic concentrations and other metrics within the portfolio. Annualized rental income is not indicative of future performance.
When we refer to a “creditworthy tenant,” we mean a tenant that has entered into a lease that we determine is creditworthy and may include tenants with an investment grade or below investment grade credit rating, as determined by major credit rating
agencies, or unrated tenants. To the extent we determine that a tenant is a “creditworthy tenant” even though it does not have an investment grade credit rating, we do so based on our management’s determination that a tenant should have the financial wherewithal to honor its obligations under its lease with us. As explained further below, this determination is based on our management’s substantial experience performing credit analysis and is made after evaluating all of a tenant’s due diligence materials that are made available to us, including financial statements and operating data.
When we refer to a “direct financing lease,” we mean a lease that requires specific treatment due to the significance of the lease payments from the inception of the lease compared to the fair value of the property, term of the lease, a transfer of ownership, or a bargain purchase option. These leases are recorded as a net asset on the balance sheet. The amount recorded is calculated as the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term.
When we refer to properties that are net leased on a “long term basis,” we mean properties with remaining primary lease terms of generally seven to 10 years or longer on average, depending on property type.
Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. There are various forms of net leases, most typically classified as triple net or double net. Triple net leases typically require that the tenant pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs). Double net leases typically require that the tenant pay all operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance), but excludes some or all major repairs (e.g., roof, structure and parking lot). Accordingly, the owner receives the rent “net” of these expenses, rendering the cash flow associated with the lease predictable for the term of the lease. Under a net lease, the tenant generally agrees to lease the property for a significant term and agrees that it will either have no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease.
When we refer to “operating properties” we mean properties owned and consolidated by the Company, and beginning in 2017, omitting properties (the “Excluded Properties”) for which (i) the related mortgage loan is in default, and (ii) management decides to transfer the properties to the lender in connection with settling the mortgage note obligation. At December 31, 2019 and 2018, there were no Excluded Properties. During the year ended December 31, 2019, there was one Excluded Property, which was an office property comprised of 145,186 square feet, of which 6,926 square feet were vacant, with principal outstanding of $19.5 million on the related mortgage loan. During the year ended December 31, 2018, there was one Excluded Property, which was a vacant industrial property, comprised of 307,725 square feet with principal outstanding of $16.2 million on the related mortgage loan. During the year ended December 31, 2017, there were seven Excluded Properties, which were two vacant office properties and five industrial properties, two of which were vacant, comprised of an aggregate 2.1 million square feet with aggregate principal outstanding of $116.6 million on the related mortgage loans.
Effective April 1, 2019, the Company determined that the real estate portfolio and economic metrics of operating properties should include the Company's pro rata share of square feet and annualized rental income from the Company's unconsolidated joint ventures, based upon the Company's legal ownership percentage, which may, at times, not equal the Company's economic interest because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. The Company did not update data presented for prior periods as the impact on prior period metrics was immaterial.
As of December 31, 2017,2019, our portfolio was comprised of 4,0923,858 retail, restaurant, office and industrial real estate properties with an aggregate of 94.788.5 million square feet, of which 98.5%99.0% was leased, with a weighted-average remaining lease term of 9.58.3 years. As of December 31, 2017, one vacant industrial property (the “Excluded Property”), comprised of 307,275Omitting the square feet which secured a mortgage note payable with debt outstanding of $16.2 million, was not considered an operating property. Omittingone redevelopment property and including the Excluded Property,pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures, we owned 4,091 operating properties withhad an aggregate of 94.489.5 million square feet, of which 98.8%99.1% was leased, with a weighted-average remaining lease term of 9.58.3 years as of December 31, 2017.2019.
PART I
Item 1. Business.Business.
Overview
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. TheOmitting the square feet of one redevelopment property and including the pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures, the Company has 4,0913,858 retail, restaurant, office and industrial operating properties with an aggregate of 94.489.5 million square feet, of which 98.8%99.1% was leased as of December 31, 2017,2019, with a weighted-average remaining lease term of 9.58.3 years. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties.
Substantially all of our real estate operations are conducted through the Operating Partnership. VEREIT, Inc. is the sole general partner and holder of 97.6%99.9% of the common partnership interests in the Operating Partnership (the “OP Units”) as of December 31, 2017 with the remaining 2.4% of the OP Units owned by certain non-affiliated investors and certain former directors, officers and employees of the Former Manager (defined below).2019.
Prior to the fourth quarter of 2017, the Company operated through two business segments, the real estate investment segment and the investment management segment, Cole Capital. On November 13, 2017,The Company completed the Company entered into a purchasesale of Cole Capital on February 1, 2018. The assets, liabilities and sale agreement to sellrelated financial results of substantially all of the Cole Capital segment. The sale closed on February 1, 2018. Substantially all ofsegment are reflected in the Cole Capital segment is presentedfinancial statements as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. The Company's continuing operations represent primarily those of the real estate investment segment. See Note 5 —Discontinued Operations, for further information on the sale of Cole Capital.operations.
VEREIT, Inc. was incorporated in the State of Maryland on December 2, 2010 and has elected to be treated as a REIT for U.S. federal income tax purposes. The Operating Partnership was formed in the State of Delaware on January 13, 2011. We operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”).amended. VEREIT, Inc.’s shares of common stock (“Common Stock”) and 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) trade on the New York Stock Exchange (the “NYSE”) under the trading symbols “VER” and “VER“VER PRF,” respectively.
20172019 Developments
Real Estate Acquisitions
During the year ended December 31, 2017,2019, the Company acquired controlling financial interests in 8866 commercial properties for an aggregate purchase price of $748.8 million.$403.6 million, which includes $2.3 million of external acquisition-related expenses that were capitalized.
Real Estate Dispositions
During the year ended December 31, 2017,2019, the Company disposed of 137201 properties, forincluding the sale of six consolidated properties to two newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”) and one property sold through a foreclosure as discussed in Note 6 –Debt, for an aggregate gross sales price of $594.9 million,$1.2 billion, of which the Company’sour share was $574.4 million$1.1 billion after the profit participation payments related to the disposition of 3136 Red Lobster properties and the consolidated joint venture partner’s share of the sales price, resultingproperties. The dispositions resulted in consolidated proceeds of $445.5 million$1.1 billion after closing costs and a $66.0 million debt assumption.
Balance Sheet and Liquidity
2017 Bond Offering
On August 11, 2017,contributions to the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 3.950% Senior Notes due 2027, (the “2017 Bond Offering”). As discussed in Note 10 –Debt, the Company subsequently used the proceeds from the 2017 Bond Offering to repay borrowings, including swap termination costs and accrued and unpaid interest under its $500.0 million Credit Facility Term Loan.Industrial Partnership. The Company usedrecorded a gain of $293.9 million related to the remaining proceeds to pay down secured debt.dispositions which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
Share Repurchase ProgramLitigation Activity
On May 12, 2017, the Company’s board of directors authorized the repurchase of up to $200.0 million of the Company’s outstanding Common Stock over the subsequent 12 months, as market conditions warrant. During the year ended December 31, 2017,2019, the Company also entered into agreements to settle certain outstanding litigation, including the pending class action lawsuit. In accordance with the terms of the agreements, certain defendants agreed to pay in the aggregate $1.025 billion, comprised of contributions from principals of the Company's former external manager, ARC Properties Advisors, LLC, (the “Former Manager”) totaling $225.0 million, $12.5 million from the Company’s former Chief Financial Officer (the “Former CFO”), $49.0 million from the Company’s former auditor, and the balance of $738.5 million from the Company. The contribution from the Company’s Former Manager and Former CFO were subsequently satisfied with a combination of (i) Limited Partner OP Units held by the Former Manager and the Former CFO, (ii) amounts due related to dividends on certain of
such Limited Partner OP Units previously withheld from distribution, (iii) the value of substantially all of the Limited Partner OP Units and dividends surrendered to the Company in July 2019 as a result of a settlement by the Former Manager with the SEC, and (iv) cash paid by the Former Manager and Former CFO. On October 15, 2019, the Company paid $966.3 million to fund its contribution and a portion of the Former Manager and Former CFO’s contributions in connection with their 19.9 million surrendered Limited Partner OP Units and dividends related to certain of such Limited Partner OP Units. The Company also reached an agreement on the material terms of a negotiated resolution relating to the U.S. Securities and Exchange Commission’s (the “SEC”) investigation pertaining to the findings of the investigation conducted in 2014 by the audit committee (the “Audit Committee”) of the General Partner’s Board of Directors (the “Audit Committee Investigation”), among other things, as discussed in Note 10 – Commitments and Contingencies.
Balance Sheet and Liquidity
Credit Agreement
On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement provided for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,” together with the Revolving Credit Facility, the “Credit Facility”). In connection with entering into the Credit Agreement, the OP repaid all of the outstanding obligations under the Amended and Restated Credit Agreement dated as of June 30, 2014 (as amended, the “2014 Credit Agreement”) and the 2014 Credit Agreement was terminated. Effective December 27, 2019, the Company reduced its Revolving Credit Facility capacity from $2.0 billion to $1.5 billion. At December 31, 2019, $150.0 million was outstanding under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan.
Derivatives and Hedging Activities
During the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, which were designated as cash flow hedges. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt.
Debt Activity
During the year ended December 31, 2019, the Company’s total debt decreased by $382.2 million, from $6.1 billion to $5.7 billion, primarily due to the redemption of the 2019 Senior Notes of $750.0 million, the redemption of the 4.125% senior notes due 2021 (the “2021 Senior Notes”) of $400.0 million, the repurchase of $80.7 million of the 3.75% convertible senior notes due 2020 (the “2020 Convertible Notes”), net repayments on the Revolving Credit Facility of $103.0 million and a reduction of $388.1 million in secured debt, offset by the issuance of the 3.10% senior notes due 2029 (the “2029 Senior Notes”) of $600.0 million and borrowings on the Credit Facility Term Loan of $750.0 million.
Common Stock Offering
On September 26, 2019, the Company completed a public equity offering (the "Offering"), selling a total of 94.3 million shares of Common Stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $886.9 million. The Company contributed the net proceeds from the Offering to the OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s Common Stock. Subsequent to September 30, 2019, the net proceeds of the Offering were used to pay amounts owed in connection with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes.
Common Stock Continuous Offering Programs
On September 19, 2016, the Company registered a continuous equity offering program (the “Prior Program”) pursuant to which the Company could offer and sell, from time to time, in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year ended December 31, 2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for net proceeds of $41.8 million.
On April 15, 2019, the Company established a new continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions (the “Current ATM Program”). The Current ATM Program replaced the Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available to be sold under the Current ATM Program.
Share Repurchase Programs
On May 3, 2018, the Company’s Board of Directors terminated its prior share repurchase program and authorized a new program (the “2018 Share Repurchase Program”) that permitted the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019, as market conditions warranted. On May 6, 2019, the Company’s Board of Directors authorized a new share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a specific time or in a specific situation, and repurchases are influenced by prevailing market conditions, the trading price of the Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock.
There were no share repurchases under the 2018 Share Repurchase Program or the 2019 Share Repurchase Program during the year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 68,7590.8 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for $0.5an aggregate purchase price of $5.6 million as part ofunder the 2018 Share Repurchase Program.
Series F Preferred Stock and Series F Preferred OP Units
Debt Reductions
TheDuring the year ended December 31, 2019, the Company decreasedredeemed a total debt by $293.8of 12.0 million from $6.4 billion to $6.1 billion, partially due to the repaymentshares of Series F Preferred Stock, representing approximately 28.02% of the Credit Facility Term Loan of $500.0 millionissued and a $579.9 million reduction of secured debt. These reductions of debt were partially offset by the issuance of $600.0 million of unsecured notes and net borrowings on the revolving credit facility of $185.0 million.
Cole Capital Sale
On November 13, 2017, we entered into a purchase and sale agreement (as amended by that certain First Amendment to the Purchase and Sale agreement, datedoutstanding preferred shares as of February 1, 2018, the “Cole Capital Purchasebeginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and Sale Agreement”)unpaid dividends.
As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding.
Termination of Services Agreement with the Cole Purchaser (as defined below)
During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC. UnderLLC, terminated in accordance with the terms of the Cole Capital Purchase and Sale Agreement, the Company agreed to sell to the Cole Purchaser all of the issued and outstanding shares of common stock of Cole Capital Advisors, Inc. (“CCA”), our subsidiary that sponsors and manages non-listed real estate investment trusts, and certain of CCA’s subsidiaries. The sale closed (the “Cole Capital Closing Date”) on February 1, 2018 for total consideration of approximately $120 million paid in cash.
On the Cole Capital Closing Date, we entered into a services agreement (the “Services Agreement”) with Cole Capital, pursuant to which we will continue. Under the Services Agreement, the Company had continued to provide certain initial transition services to the Cole Purchaser and the Cole REITs subsequent to the sale of Cole Capital on February 1, 2018. The Company recorded $10.5 million of restructuring expenses related to the reorganization of its business after the sale of Cole Capital and its subsidiaries andcessation of initial transition services performed pursuant to Cole Credit Property Trust IV, Inc. (“CCPT IV”), Cole Real Estate Income Strategy (Daily NAV), Inc. (“INAV”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”), and Cole Credit Property Trust V, Inc. (“CCPT V” and collectively with CCPT IV, INAV, CCIT II and CCIT III, the “Cole REITs”) including operational real estate support.Services Agreement. Under the terms of the Services Agreement, we willthe Company continues to be entitledobligated to receive reimbursement forprovide certain of theother services provided and fees based on the future revenues of Cole Capital above a specified dollar threshold (the “Net Revenue Payments”), upthrough December 31, 2023, which may be extended to an aggregate of $80 million in Net Revenue Payments.December 31, 2024 under certain circumstances.
Primary Investment Focus
We own and actively manage a diversified portfolio of single-tenant retail, restaurant, office and industrial real estate assets subject to long-term net leases with creditworthy tenants. Our focus is on single-tenant, net-leased properties that are strategically located and essential to the business operations of the tenant, as well as retail properties that offer necessity and value-oriented products or services. We actively manage the portfolio by considering several metrics including property type, tenant concentration, geography, credit and key economic factors for appropriate balance and diversity. We believe that actively managing our portfolio allows us to attain the best operating results for each asset and the overall portfolio through strategic planning, implementation of these plans and responding proactively to changes and challenges in the marketplace.
Investment Policies
When evaluating prospective investments in or dispositions of real property, our management considers relevant real estate and financial factors, including the location of the property, the leases and other agreements affecting the property and business operations of the tenant, the creditworthiness of major tenants, its income-producing capacity, its physical condition, its prospects for appreciation, its prospects for liquidity, tax considerations and other factors. In this regard, our management will have substantial discretion with respect to the selection of specific investments, subject in certain instances to the approval of the Board of Directors.
As part of our overall portfolio strategy, we seek to lease space and/or acquire properties leased to creditworthy tenants that meet our underwriting and operating guidelines. Prior to entering into any transaction, our corporate credit analysis and underwriting professionals conduct a review of a tenant’s credit quality. In addition, we consistently monitor the credit quality of our portfolio by actively reviewing the creditworthiness of certain tenants, focusing primarily on those tenants representing the greatest concentration of our portfolio. This review primarily includes an analysis of the tenant’s financial statements either quarterly, or as frequently as the lease permits. We also consider tenant credit quality when assessing our portfolio for strategic dispositions. When we assess tenant credit quality, we, among other factors that we may deem relevant: (i) review relevant financial information, including financial ratios, net worth, revenue, cash flows, leverage and liquidity; (ii) evaluate the depth and experience of the tenant’s management team; and (iii) assess the strength/growth of the tenant’s industry. On an on-going basis, we evaluate the need for an allowance for doubtful accounts arising from estimated losses that could result from the tenant’s inability to make required current rent payments and an allowance against accrued rental incomerevenue for future potential losses that we deem to be unrecoverable over the term of the lease. The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We are of the opinion that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants and mitigation options.
Real Estate Investments
As of December 31, 2017, omitting the Excluded Property,2019, the Company owned 4,0913,858 operating properties comprising 94.489.5 million square feet of retail and commercial space located in 49 states and Puerto Rico, and Canada,of which includes properties owned through consolidated joint ventures. The rentable space at these properties99.1% was 98.8% leased with a weighted-average remaining lease term of 9.5 years.8.3 years, which includes properties owned through consolidated joint ventures and the pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures and omits the square feet of one redevelopment property. There were no tenants exceeding 10% of our consolidated annualized rental income as of December 31, 2017, 20162019 or 2015.2018. As of December 31, 2017, 20162019 and 2015,2018, properties located in Texas represented 12.8%, 13.5% and 13.1%12.5%, respectively, of our consolidated annualized rental income. As of December 31, 2017,2019 and 2018, tenants in the casual dining restaurant and manufacturing industriesindustry accounted for 13.8%12.0%, and 10.1%12.8%, respectively, of our consolidated annualized rental income. As of December 31, 2016,2019 and 2018, tenants in the casual dining restaurant and manufacturing industriesindustry accounted for 15.6%9.3% and 10.1%, respectively, of our consolidated annualized rental income. As of December 31, 2015, tenants in the casual dining restaurant and manufacturing industries accounted for 16.6% and 10.1%, respectively, of our consolidated annualized rental income.
Financing Policies
We rely on leverage to allow us to invest in a greater number of assets and enhance our asset returns. We expect our leverage metrics to improve over time.
We intend to finance future acquisitions with the most advantageous source of capital available to us at the time of the transaction, which may include a combination of public and private offerings of our equity and debt securities, secured and unsecured corporate-level debt, property-level debt and mortgage financing and other public, private or bank debt. In addition, we may acquire properties in exchange for the issuance of common stockCommon Stock or OP Units and we may acquire properties subject to existing mortgage indebtedness.
We also may obtain secured or unsecured debt to acquire properties, and we expect that our financing sources will include the public debt market, banks and institutional investment firms, including asset managers and life insurance companies. Although we intend to maintain a conservative capital structure, our charter does not contain a specific limitation on the amount of debt we may incur and the Board of Directors may implement or change target debt levels at any time without the approval of our stockholders.
Competition
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties. We compete with a number of developers, owners and operators of retail, restaurant, office and industrial real estate, many of which own properties similar to ours in the same markets in which our properties are located. We also may face new competitors and, due to our focus on single-tenant properties located throughout the United States, and because many of our competitors are locally or regionally focused, we do not expect to encounter the same competitors in each region of the United States. Our competitors may be willing to accept lower returns on their investments and may succeed in buying the properties that we have targeted for acquisition. We may also incur costs in connection with unsuccessful acquisitions that we will not be able to recover. Foreign investors may view the U.S. real estate market as being more stable than other international markets and may increase investments in high-quality single-tenant properties, especially in gateway cities. We may also incur costs in connection with unsuccessful acquisitions that we will not be able to recover.
Regulations
Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, health, safety and zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all material permits and approvals necessary under current law to operate our investments.
Our properties are also subject to laws such as the Americans with Disabilities Act of 1990 (“ADA”), which require that all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently not be in compliance with the ADA. If one or more of the properties in our portfolio is not in compliance with the ADA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance.
Environmental Matters
Under various federal, state and local environmental laws, a current owner of real estate may be required to investigate and clean up contaminated property. Under these laws, courts and government agencies have the authority to impose cleanup
responsibility and liability even if the owner did not know of and was not responsible for the contamination. For example, liability can be imposed upon us based on the activities of our tenants or a prior owner. In addition to the cost of the cleanup, environmental contamination on a property may adversely affect the value of the property and our ability to sell, rent or finance the property, and may adversely impact our investment in that property.
Prior to acquisition of a property, we will obtain Phase I environmental reports, or will rely on recent Phase I environmental reports. These reports will be prepared in accordance with an appropriate level of due diligence based on our standards and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historic aerial photographs and other information on past uses of the property and nearby or adjoining properties. We may also obtain a Phase II investigation which may include limited subsurface investigations and tests for substances of concern where the results of the Phase I environmental reports or other information indicates possible contamination or where our consultants recommend such procedures.
Employees
As of December 31, 2017,2019, we had approximately 330160 employees. Following the closing of the Cole Capital sale, approximately 100 of these employees were employed by the Cole Purchaser.
Available Information
We electronically file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, and proxy statements, with the SEC. You may read and copyaccess any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, or you may access them through the EDGAR database at the SEC’s website at http://www.sec.gov. In addition, copies of our filings with the SEC may be obtained from theour website maintained for us at www.ir.vereit.com. We are providing our website address solely for the information of investors. We do not intend for the information contained on our website to be incorporated into this Annual Report on Form 10-K or other filings with the SEC.
Supplemental U.S. Federal Income Tax Considerations
This summary is for general information purposes only and is not tax advice. This discussion does not address all aspects of taxation that may be relevant to particular holders of our securities in light of their personal investment or tax circumstances.
Recent Legislation
The recently enacted “Tax Cutsfollowing discussion supplements and Jobs Act” (the “TCJA”), generally applicable for tax years beginningupdates the disclosures under “Certain U.S. Federal Income Tax Considerations” in the prospectus dated April 15, 2019 contained in our Registration Statement on Form S-3 filed with the SEC on April 15, 2019.
The sixth sentence of the discussion under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Distributions Attributable to Sale or Exchange of Real Property” is revised to read, “We must withhold 21% of any distribution that is a distribution attributable to USRPI gain,” such that the revised paragraph reads in full as follows:
Distributions Attributable to Sale or Exchange of Real Property. Except as discussed below with respect to 10% or less holders of regularly traded classes of stock, “qualified shareholders” and “qualified foreign pension funds” (for periods on and after December 31, 2017, made significant changes18, 2015), for any year in which we qualify as a REIT, a Non-U.S. Stockholder will incur tax on distributions by us that are attributable to the Internal Revenue Codegain from our sale or exchange of 1986, as amended (the “Internal Revenue Code”), including a number ofUSRPIs under special provisions of the Internal Revenue Code that affect the taxation of businesses and their owners, including REITs and their stockholders.
Among other changes, the TCJA made the following changes:
For tax years beginning after December 31, 2017 and before January 1, 2026, (i) the U.S. federal income tax laws known as the Foreign Investment in Real Property Act, or FIRPTA. The term USRPIs includes interests in real property and shares in corporations at least 50% of whose real estate and business assets consist of interests in U.S. real property. Under those rules, a Non-U.S. Stockholder is taxed on distributions by us attributable to gain from sales of USRPIs as if the gain were effectively connected with a U.S. trade or business of the Non-U.S. Stockholder. A Non-U.S. Stockholder thus would be taxed on such a distribution at regular tax rates applicable to U.S. Stockholders, subject to any applicable alternative minimum tax. A corporate Non-U.S. Stockholder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such a distribution. We must withhold 21% of any distribution that is a distribution attributable to USRPI gain. A Non-U.S. Stockholder may receive a credit against its tax liability for the amount we withhold. However, FIRPTA and the 21% withholding tax will not apply to any distribution with respect to any class of our stock that is regularly traded on an established securities market located in the United States if the recipient Non-U.S. Stockholder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of distribution. Instead, any distribution will be treated as an ordinary distribution subject to the rules discussed above.
The second sentence of the discussion under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - U.S. Federal Income Tax Withholding on Distributions not Subject to FIRPTA” is revised to read, “We also may be require to withhold tax at the rate of 21% on the portion of any dividend to a Non-U.S. Stockholder that is or could be designated by us as a capital gain dividend, even if not attributable to gain on a sale or exchange of an interest in U.S. real property,” such that the revised paragraph reads in full as follows:
U.S. Federal Income Tax Withholding on Distributions not Subject to FIRPTA. For U.S. federal income tax withholding purposes, we generally will withhold tax at the rate of individuals, trusts and estates have been generally reduced and (ii) non-corporate taxpayers are permitted to take a deduction for certain pass-through business income, including dividends received from REITs that are not30% on the amount of any distribution (other than distributions designated as capital gain dividends or qualified dividend income,distributions of USRPI gain subject to certain limitations.FIRPTA as discussed above) made to a Non‑U.S. Stockholder, unless the Non‑U.S. Stockholder provides us with appropriate documentation (1) evidencing that such Non‑U.S. Stockholder is eligible for an exemption or reduced rate under an applicable income tax treaty, generally an IRS Form W‑8BEN or W-8BEN-E (in which case we will withhold at the lower treaty rate) or (2) claiming that the dividend is effectively connected with the Non‑U.S. Stockholder’s conduct of a trade or business within the U.S., generally an IRS Form W‑8ECI (in which case we will not withhold tax). We also may be require to withhold tax at the rate of 21% on the portion of any dividend to a Non-U.S. Stockholder that is or could be designated by us as a capital gain dividend, even if not attributable to gain on a sale or exchange of an interest in U.S. real property. Such withheld amounts of tax do not represent actual tax liabilities, but rather, represent payments in respect of those tax liabilities described in the preceding
The maximum
two paragraphs. Therefore, such withheld amounts are creditable by the Non‑U.S. Stockholder against its actual U.S. federal income tax rate for corporations has been reduced from 35%liabilities, including those described in the preceding two paragraphs. The Non‑U.S. Stockholder would be entitled to 21%, and corporate alternative minimum tax has been eliminated for corporations, which would generally reduce the amounta refund of any amounts withheld in excess of such Non‑U.S. Stockholder’s actual U.S. federal income tax payable by our taxable REIT subsidiaries (“TRSs”) and by usliabilities, provided the required information is timely furnished to the extent we wereIRS.
The paragraph under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Qualified Foreign Pension Funds” is replaced in its entirety, such that the revised paragraph reads in full as follows:
Qualified Foreign Pension Funds. For periods on or after December 18, 2015, for FIRPTA purposes neither a “qualified foreign pension fund” nor any “qualified controlled entity” is treated as a Non-U.S. Stockholder. A “qualified foreign pension fund” is an organization or arrangement (i) created or organized in a foreign country, (ii) established by a foreign country (or one or more political subdivisions thereof) or one or more employers to provide retirement or pension benefits to current or former employees (including self-employed individuals) or their designees as a result of, or in consideration for, services rendered, (iii) which does not have a single participant or beneficiary that has a right to more than 5% of its assets or income, (iv) which is subject to corporate U.S. federal incomegovernment regulation and with respect to which annual information about its beneficiaries is provided, or is otherwise available, to relevant local tax (for example, if we distributed less than 100% of our taxableauthorities and (v) with respect to which, under its local laws, (A) contributions that would otherwise be subject to tax are deductible or excluded from its gross income or recognized built-in gains in assets acquiredtaxed at a reduced rate, or (B) taxation of its investment income is deferred, or such income is excluded from C corporations).its gross income or taxed at a reduced rate. A “qualified controlled entity” is an entity all the interests of which are held by a qualified foreign pension fund. Alternatively, under proposed Treasury Regulations that taxpayers generally may rely on, but which are subject to change, a “qualified controlled entity” is a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualifiedforeign pension funds either directly or indirectly through one or more qualified controlled entities or partnerships. Distributions received by qualified foreign pension funds and qualified controlled entities will be taxed as described above at - Distributions - In addition,General regardless of whether the maximum withholding rate on distributions by usdistribution is attributable to non-U.S. stockholders that arethe sale of a USRPI. Gain of a qualified foreign pension fund or qualified controlled entity treated as attributable to gain from the sale or exchange of a U.S. real property interest is reducedour stock as well as our capital gain dividends and distributions treated as gain from 35% to 21%.
Certain new limitations on the deductibilitysale or exchange of interest expense now apply, which limitations may affectour stock under the deductibility of interest paid or accrued by us or our TRSs. However, a taxpayer that qualifies as a real estate business may elect torules described above at - Distributions - In General, will not be exempt from such limitations on the deductibility of interest expense.
Certain new limitations on net operating losses now apply, which limitations may affect net operating losses generated by us or our TRSs.
A U.S. tax-exempt stockholder that is subject to tax on its unrelated business taxable income (“UBTI”) will be required to separately compute its taxable income and loss for each unrelatedunless such gain is treated as effectively connected with the qualified foreign pension fund's (or the qualified controlled entity's, as applicable) conduct of a U.S. trade or business, activity for purposes of determining its UBTI.
New accounting rulesin which case the qualified foreign pension fund (or qualified controlled entity) generally require uswill be subject to recognize income items for federala tax at the same graduated rates applicable to U.S. Stockholders, unless an applicable income tax purposes no later than when we taketreaty provides otherwise, and may be subject to the item into account for financial statement purposes, which may accelerate our recognition30% branch profits tax on its effectively connected earnings and profits, subject to adjustments, in the case of certain income items.a foreign corporation.
Item 1A. Risk Factors.Factors.
Investors should carefully consider the following factors, together with all the other information included in this Annual Report on Form 10-K, in evaluating the Company and our business. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected, the trading price of the General Partner'sVEREIT's securities could decline and its stockholders and/or the Operating Partnership's unitholders may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. This “Risk Factors” section contains references to our “capital stock” and to our “stockholders” and “unitholders.” Unless expressly stated otherwise, references to our “capital stock” represent the General Partner’s common stockVEREIT’s Common Stock and any class or series of its preferred stock, references to our “stockholders” represent holders of the General Partner’s common stockVEREIT’s Common Stock and any class or series of its preferred stock, and references to our “unitholders” represent holders of the OP unitsUnits and any class of series of the Operating Partnership’s preferred units.
Risks Related to Our Business
We are primarily dependent on single-tenant leases for our revenue and, accordingly, if we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire, on favorable terms or at all, our financial condition could be adversely affected.
We focus our investment activities on ownership of freestanding, single-tenant commercial properties that are net leased to a single tenant.commercial properties. Therefore, the financial failure of, or other default by, a significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, this risk is increased where we lease multiple properties to the extent that we enter intoa single tenant under a master lease with a particular tenant,lease. In such an instance, a default specific to a particular property could result in a termination of the entire master lease, resulting in the loss of revenue from all suchproperties under the master lease.
We are subject to competition in the leasing of our properties.
We compete with numerous developers, owners and operators of retail, restaurant, industrial and office real estate, many of which have greater financial and other resources than we do. We cannot assure you that our leases will be renewed or that we will be able to lease or re-lease the properties on favorable terms, or at all, or that lease terminations will not cause us to sell the properties at a loss. Any ofIf our properties thatare nearing the end of the lease term or become vacant could be difficult to re-leaseand our competitors offer alternative space at rental rates below current market rates or sell. We havebelow the rental rates we currently charge our tenants, we may lose existing or potential tenants and may continue to experience vacancies either by the continued default of a tenant under its lease or the expiration of one of our leases. We typically must incur all of the costs of ownership for a property that is vacant. Upon or pending the expiration of leases at our properties, we may be requiredpressured to makereduce our rental rates below those we currently charge, offer substantial rent or other concessions, to tenants, orand accommodate requests for lower rents, remodeling and other improvements in order to retain andtenants when such tenants’ leases expire or to attract new tenants. Certain of our properties may be specifically suited to the particular needs of a tenant (e.g., a retail bank branch or distribution warehouse) and major renovations and expenditures may be required in order for us to re-lease the space for other uses. Any of our properties that become vacant could be difficult to sell or re-lease at similar or favorable rental rates or at all. We have and may continue to experience vacancies due to the default of a tenant under its lease, the expiration of one of our leases or if we are not willing to agree to existing or new tenant accommodations or concessions. We typically must incur all of the costs of ownership for a property that is vacant. If the vacancies continue, for a long period of time, we may suffer reduced revenues,rental income, resulting in less cash available for distribution to our stockholders and unitholders. If we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire, on favorable terms or at all, our financial condition, liquidity and results of operations could be adversely affected.
We are subject to tenant, geographic and industry concentrations that make us more susceptible to adverse events with respect to certain tenants, geographic areas or industries.
As of December 31, 2017,We have tenant, geographic and industry concentrations within our portfolio and as we had derived approximately:
$75.4 million,continue to acquire properties, our portfolio may become more concentrated by tenant, geographic area or 6.5%, of our annualized rental income from Red Lobster®, a wholly owned subsidiary of Golden Gate Capital;
$343.8 million, or 29.8%, of our annualized rental income from properties located in the following four states: Texas (12.8%), Ohio (5.9%), Florida (5.6%), and Illinois (5.5%); and
$612.7 million, or 53.0%, of our annualized rental income from tenants in the following six industries: the casual dining restaurant industry (13.8%), the manufacturing industry (10.1%), the quick service restaurant industry (8.9%), the discount retail industry (8.1%), the pharmacy retail industry (7.1%) and the grocery & supermarket retail industry (5.0%).
industry. Any adverse change in the financial condition of a tenant with whom we may have a significant credit concentration now or in the future, or any downturn of the economy in any state or industry in which we may have a significant credit concentration now or in the future, could result in a material reduction of our cash flows or material losses to us. These concentrations may also strengthen tenant bargaining power and make us more susceptible to adverse regulatory changes, natural disasters or other unexpected events that may impact a particular tenant, geographic location or industry which could negatively affect our operations or result in a material reduction of our cash flows or material losses to us.
Our net leases may require us to pay property-related expenses that are not the obligations of our tenants.
Under the terms of the majority of our net leases, in addition to satisfying their rent obligations, our tenants are responsible for the payment or reimbursement of property expenses such as real estate taxes, insurance and ordinary maintenance and repairs. However, under the provisions of certain existing leases and leases that we may enter into in the future with our tenants, we may be required to pay some or all of the expenses of the property, such as the costs of environmental liabilities, roof and structural repairs, real estate taxes, insurance, certain non-structural repairs and maintenance. If our properties incur significant expenses that must be paid by us under the terms of our leases, our business, financial condition and results of operations may be adversely affected and the amount of cash available to meet expenses and to make distributions to our stockholders and unitholders may be reduced.
Our properties may be subject to impairment charges.
We routinely evaluate our real estate investments for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions and tenant performance. For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. Since our investment focus is on properties net leased to a single tenant, the financial failure of, or other default by, a single tenant under its lease(s) may result in a significant impairment loss. If we determine that an impairment has occurred, we would be required to make a downward adjustment to the net carrying value of the property, which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded. Management has recorded impairment charges related to certain properties in the year ended December 31, 2017, and may record future impairments based on actual results and changes in circumstances. Negative developments in the real estate market may cause management to reevaluate the business and macro-economic assumptions used in its impairment analysis. Changes in management’s assumptions based on actual results may have a material impact on the Company’s financial statements. See “Note 9 – Fair Value Measures” to our consolidated financial statements for a discussion of real estate impairment charges.
Our ownership of certain properties and other facilities are subject to ground leases or other similar agreements which limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties.
As of December 31, 2017, we held interests in properties and other facilities through leasehold interests in the land on which the buildings are located and we may acquire additional properties in the future that are subject to ground leases or other similar agreements. As of December 31, 2017, the costs associated with these ground leases represented 2.0% of annualized rental revenue. Many of our ground leases and other similar agreements limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties without the ground landlord’s consent, which may impair their value.
Real estate investments are relatively illiquid and therefore we may not be able to dispose of properties when appropriate or on favorable terms.terms which could, among other things, adversely impact our ability to make cash distributions to our stockholders and unitholders.
We expect to hold our real estate investments until such time as we decide that a sale or other disposition is appropriate given our investment objectives and REIT qualification limitations. We generally intend to hold properties for an extended period of time, but our management or Board of Directors may exercise their discretion as to whether and when to sell a property (including
in connection with joint venture arrangements) to achieve investment or portfolio objectives. Real estate investments are, in general, relatively illiquid and may become even more illiquid during periods of economic downturn. Our ability to dispose of properties on advantageous terms or at all depends on certain factors beyond our control, including competition from other sellers, the availability of attractive financing for potential buyers of our properties and the quality of the underlying tenant. In addition, if our competitors sell assets similar to assets we intend to divest and/or at valuations below our valuations for comparable assets, we may be unable to divest our assets at all or at favorable pricing or terms. Furthermore, we may be required to seek modifications of an underlying lease or expend funds to correct defects or to make improvements before a property can be sold. We cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. As a result, once we determine to sell a property we may not be able to do so quickly, on favorable terms or at all. Due to the uncertainty of market conditions that may affect the disposition of our properties, we cannot assure you that we will be able to sell our properties quicklyat a profit or on favorable terms in response to changesat all in the economy or other conditions when it otherwisefuture, which may be prudentimpact the extent to do so. which our stockholders and unitholders will receive cash distributions and realize potential appreciation on our real estate investments.
In addition, certain significant real property expenditures generally do not change in response to economic or other conditions, including debt service obligations, real estate taxes, and operating and maintenance costs. This combination of variable disposition revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings. Further, as a result of the 100% prohibited transactions tax applicable to REITs, we intend to hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be favorable. Therefore, we may be unable to adjust our portfolio promptly in response to economic, market or other conditions, which could adversely affect our business, financial condition, liquidity and results of operations.
Our investments in
A substantial portion of our properties where the underlying tenant hasare leased to tenants with a below investment grade credit rating, as determined by major credit rating agencies, or where the tenant isare leased to tenants that are not rated, and may have a greater risk of default.
As of December 31, 2017,2019, approximately 60.4%61.4% of our tenants were not rated or did not have an investment grade credit rating from a major ratings agency or were not affiliates of companies having an investment grade credit rating.rating, which percentage may increase over time, including as property acquisition volume increases. Our investments in properties leased to such tenants may have a greater risk of default and bankruptcy than investments in properties leased exclusively to investment grade tenants.tenants, and these tenants may be more susceptible to default if economic conditions decline, including in the tenant’s industry. When we invest in properties where the tenant does not have a publicly available credit rating, we will use certain credit-assessment tools as well as rely on our own estimatesunderwriting and analysis of the tenant’s credit rating which includes, among other things, reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable). If our ratings estimates are inaccurate, the default or bankruptcy risk for the subject tenant may be greater than anticipated. If our lender or a credit rating agency disagrees with our ratings estimates, we may not be able to obtain our desired level of leverage or
our financing costs may exceed those that we projected. This outcomeThese outcomes could have an adverse impact on our returns on that assetthe assets and hence our operating results.
We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely impact our ability to make cash distributions to our stockholders and unitholders.
We expect to hold the various real properties in which we invest until such time as we decide that a sale or other disposition is appropriate given our investment business objectives and REIT limitations. We generally intend to hold properties for an extended time, but our management or Board of Directors may exercise their discretion as to whether and when to sell a property to achieve investment objectives. Our ability to dispose of properties on advantageous terms or at all depends on certain factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting real estate investments which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the disposition of our properties, we cannot assure you that we will be able to sell such properties at a profit or at all in the future. Accordingly, the extent to which our stockholders and unitholders will receive cash distributions and realize potential appreciation on our real estate investments will depend upon fluctuating market conditions. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold.
Dividends paid from sources other than our cash flow from operations could affect our profitability, restrict our ability to generate sufficient cash flow from operations, and dilute stockholders’ and unitholders’ interests in us.
We may not generate sufficient cash flow from operations to pay dividends and we may in the future pay dividends from sources other than from our cash flow from operations, such as from the proceeds of property or other asset dispositions, borrowings (including on our existing Revolving Credit Facility), cash and cash equivalents balances, and/or the saleofferings of assets debt and/or the proceeds from offerings ofequity securities. We have not established any limit on the amount of borrowings and/or the sale of property or other assets or the proceeds from an offering of debt or equity securities that may be used to fund dividends, except that, in accordance with our organizational documents and Maryland law, we may not make dividend distributions that would: (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences; or (3) jeopardize our ability to qualify as a REIT.
Funding dividends from borrowings could restrict the amount we can borrow for portfolio investments, which may affect our ability to increase our property acquisitions and our profitability. Funding dividends with the sale of property or other assets or the proceeds of offerings of debt or equity securities may affect our ability to generate cash flows. In addition, funding dividends from the sale of additional securities could dilute your interest in us if we sell shares of our common stock or securities that are convertible or exercisable into shares of our common stock to third party investors. As a result, the return you realize on your investment may be reduced. Payment of dividends from these sources could affect our profitability, restrict our ability to generate sufficient cash flow from operations, and dilute stockholders’ and unitholders’ interests in us, any or all of which may adversely affect your overall return. In addition, funding dividends from the sale of additional debt or equity securities could dilute your interest in us if we sell shares of our Common Stock or securities that are convertible or exercisable into shares of our Common Stock. As a result, the return you realize on your investment may be reduced.
We could face potential adverse effects from the bankruptcies or insolvencies of tenants or from tenant defaults generally.
The bankruptcy or insolvency of our tenants may adversely affect the income produced by our properties. Under bankruptcy law, a tenant cannot be evicted solely because of its bankruptcy and has the option to assume or reject any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim. Our claim against the bankrupt tenant for unpaid and future rent will be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and it is unlikely that a bankrupt tenant that rejects its lease would pay in full amounts it owes us under the lease. Even if a lease is assumed and brought current, we still run the risk that a tenant could condition lease assumption on a restructuring of certain terms, including rent, that would have an adverse impact on us. Any shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our cash flows and results of operations and could cause us to reduce the amount of distributions to our stockholders and unitholders.
In addition, the financial failure of, or other default by, one or more of the tenants to whom we have exposure could have an adverse effect on the results of our operations. While we evaluate the creditworthiness of our tenants by reviewing available financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments or avoid defaulting under its lease. If any of our tenants’ businesses experience significant adverse changes, they may fail to make rental payments when due, close a number of stores,business locations, exercise early termination rights (to the extent such rights are available to the tenant) or declare bankruptcy. A default by a significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, if a tenant defaults, we may incur substantial costs in protecting our investment.
If a sale-leaseback transaction is re-characterized by the IRS or in a tenant’s bankruptcy proceeding, our REIT status or financial condition could be adversely affected.
We have entered and may continue to enter into sale-leaseback transactions. In a sale-leaseback transaction, we purchase a property and then lease it back to the third party from whom we purchased it. InThe IRS could challenge our characterization of certain leases and re-characterize them as financing transactions or loans for U.S. federal income tax purposes or, in the event of the bankruptcy of a tenant, a sale-leaseback transaction structured as a sale-leaseback might possibly be re-characterized as either a financing or a joint venture, eitherventure.
If a sale-leaseback transaction is re-characterized by the IRS, we might fail to satisfy the REIT qualification tests and, consequently, lose our REIT status effective with the year of which outcomesre-characterization. Alternatively, such a re-characterization could adversely affect our financial condition, cash flows andcause the amount availableof our REIT taxable income to be recalculated, which might also cause us to fail to meet the distribution requirement for distribution toa taxable year and thus lose our stockholders and unitholders.
IfREIT status. Further, if a sale-leaseback is re-characterized as a financing, we would not be considered the owner of the property and, as a result, would have the status of a creditor in relation to the tenant. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the tenant for the amounts owed under the lease, with the claim arguably secured by the property. TheIn bankruptcy, the tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its outstanding balance. If confirmed by the bankruptcy court, we could be bound by the new terms and prevented from foreclosing our lien on the property. If the sale-leaseback is re-characterized as a joint venture, our lesseetenant and we could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the lesseetenant relating to the property.
We have a history of operating losses and cannot assure you that we will achieve or maintain profitability.
Since our inception in 2010, we have experienced net losses (calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP)GAAP”) and as of December 31, 2017,2019, had an accumulated deficit of $4.78$6.40 billion. The extent of our future operating losses and the timing of when we will achieve profitability are uncertain, and together depend on the demand for, and value of, our portfolio of properties. We may never achieve or sustainmaintain profitability.
We may be unable to enter into and consummate property acquisitions on advantageous terms or our property acquisitions may not perform as we expect due to competitive conditions and other factors.
We mayintend to acquire properties in the future. The acquisition of properties entails various risks, including the risks that our investments may not perform as we expect and that our cost estimates for bringing an acquired property up to market standards may prove inaccurate. Further, we expect to finance any future acquisitions through a combination of borrowings (including under our unsecured credit facility (the “Credit Facility”)Revolving Credit Facility), cash and cash equivalent balances, proceeds from equity and/or debt offerings by the General Partner,VEREIT, the Operating Partnership or their subsidiaries, fundscash flow from operations and proceeds from property contributions andor other asset dispositions which, if unavailable, could adversely affect our cash flows.
In addition, our ability to acquire properties in the future on satisfactory terms and successfully integrate and operate such properties is subject to the following significant risks:
we may be unable to acquire desired properties or the purchase price of a desired property may increase significantly because of competition from other real estate investors, including other real estate operating companies, REITs and investment funds;
we may acquire properties that are not accretive to our earnings upon acquisition;
we may be unable to obtain the necessary debt or equity financing to consummate an acquisition or, if obtainable, financing may not be on satisfactory terms;
we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
agreements for the acquisition of properties are typically subject to customary conditions to closing, including satisfactory completion of due diligence investigations, and we may spend significant time and money on potential acquisitions that we do not consummate;
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations; and
we may acquire properties and assume existing liabilities without any recourse, or with only limited recourse, for liabilities, whether known or unknown, quantifiable or unquantifiable, such as tax liabilities, accrued but unpaid liabilities, cleanup of environmental contamination, remediation of latent defects, claims by tenants, vendors or other persons against the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
Any of the above risks could adversely affect our business, financial condition, liquidity and results of operations.
We have assumed, and may in the future assume, liabilities in connection with our property acquisitions, including unknown liabilities.
We have assumed existing liabilities, some of which may have been unknown or unquantifiable at the time of the transaction. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants or other persons dealing with prior owners of the properties, tax liabilities, and accrued but unpaid liabilities whether incurred in the ordinary course of business or otherwise. If the magnitude of such unknown liabilities is high, either singly or in the aggregate, it could adversely affect our business, financial condition, liquidity and results of operations.
We face intense competition, which may decrease or prevent increases in the occupancy and rental rates of our properties.
We are subject to competition in the leasing of our properties. We compete with numerous developers, owners and operators of retail, restaurant, industrial and office real estate, many of which have greater financial and other resources than us. Many of our competitors own properties similar to ours in the same markets in which our properties are located. If one of our properties is nearing the end of the lease term or becomes vacant and our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer substantial rent concessions in order to retain tenants when such tenants’ lease expire or attract new tenants. In addition, if our competitors sell assets similar to assets we intend to divest in the same markets and/or at valuations below our valuations for comparable assets, we may be unable to divest our assets at all or at favorable pricing or on favorable terms. As a result of these actions by our competitors, our business, financial condition, liquidity and results of operations may be adversely affected.
The value of our real estate investments is subject to risks including risks associated with our real estate assets and with the real estate industry.
Our real estate investments are subject to various risks, fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease our cash available for distribution to our stockholders and unitholders, as well as the value of our properties. These risks and events include, but are not limited to:
adverse changes in international, national or local economic and demographic conditions;
vacancies or our inability to lease space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or tenant-favorable renewal options;
adverse changes in financial conditions of buyers, sellers and tenants of properties;
ongoing disruption and/or consolidation in the retail sector;
negative developments in the real estate market, including tenant performance, that may cause management to reevaluate the business and macro-economic assumptions used in the impairment analysis of our properties, which may cause us to determine that an impairment has occurred and may have a material impact on the Company’s financial statements;
inability to collect rent from tenants, or other failures by tenants to perform the obligations under their leases;
competition from other real estate investors, including other real estate operating companies, REITs and institutional investment funds;
the obsolescence of our properties over time, including as a result of age or a shift in market preference, which could impact our ability to re-tenant a property, particularly if the property was built to suit a particular tenant;
our ownership or future acquisition of properties subject to leasehold interests in the land (i.e., ground leases) or other similar agreements with terms different than the related operating lease for the property, may limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties without the ground landlord’s consent, all of which may impair their value;
reductions in the level of demand for commercial space generally, and freestanding net leased properties specifically, and changes in the relative popularity of our tenants and/or properties;
increases in the supply of freestanding single-tenant properties;
fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of our properties, to obtain financing on favorable terms or at all;
increases in expenses, including, but not limited to, insurance costs, labor costs, energy prices, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies, all of which have an adverse impact on the rent a tenant may be willing to pay us in order to lease one or more of our properties;
loss of property rights, adverse impacts on our tenants’ business operations and/or increases in tenant vacancies resulting from eminent domain proceedings;
civil unrest, acts of God, including earthquakes, floods, hurricanes and other natural disasters, including extreme weather events or damage from rising sea levels from possible future climate change, which may result in uninsured losses, and acts of war or terrorism; and
changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, governmental fiscal policies and the AmericansADA.
In addition, our properties are subject to the ADA and while our tenants are obligated to comply with Disabilities Act.the ADA and may be obligated under our leases to pay for the costs associated with compliance with the ADA, if compliance involves expenditures that are greater than anticipated or if tenants fail or are unable to comply, we may be required to incur expenses to bring a property into compliance.
Any or all of these factors could materially adversely affect our results of operations through decreased revenues or increased costs.
Uninsured losses or losses in excess of our insurance coverage could materially adversely affect our financial condition and cash flows, and there can be no assurance as to future costs and the scope of coverage that may be available under insurance policies.
We carry comprehensivecommercial general liability, fire, extended coverage,flood, earthquake, and property and rental loss insurance covering all of the properties in our portfolio under one or more blanket insurance policies with policy specifications, limits and deductibles customarily carried for similar properties. In addition, weWe carry professional liability, and directors’ and officers’ insurance, and cyber liability insurance. We select policy specifications and insured limits that we believe are appropriate and adequate given the relative risk of loss, insurance coverages provided by tenants, the cost of the coverage and industry practice. There can be no assurance, however, that the insured limits on any particular policy will adequately cover an insured loss if one occurs. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. In addition, we may reduce or discontinue terrorism, earthquake, flood or other insurancecertain coverages on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Our title insurance policies may not insure for the current aggregate market value of our portfolio, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases.
Further, weWe do not carry insurance for certain losses including, but not limited to, losses caused by riots, war or nuclear explosions. Certainand certain types of losses may be either uninsurable or not economically insurable, such as losses due to earthquakes,nuclear explosions, riots or acts of war. If we experience a loss that is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, ifIf the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. In addition, we carry several different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. As a result of any of the situations described above, our financial condition and cash flows may be materially and adversely affected.
We face possible risks associated with the physical effects of climate change which could have a material adverse effect on our properties, operations and business.
Climate change, including rising sea levels, flooding, extreme weather, changes in precipitation and temperature, and air quality, may result in physical damage to, a decrease in demand for, and/or a decrease in rent from and value of our properties located in the areas affected by these conditions. A number of our properties are located in areas that have historically been impacted by earthquakes, floods, hurricanes, and tornadoes. To the extent climate change causes increased changes in weather patterns, our markets could experience heightened storm intensity and rising sea-levels. These conditions could result in declining demand for leased space in our buildings or an inability to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we and/or our tenants find acceptable. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.
Our participation in joint ventures creates additional risks as compared to direct real estate investments, and the actions of our joint venture partners could adversely affect our operations or performance.
We haveparticipate in the past participated, and may in the future participate in additional transactions structured to purchase and dispose of assets jointly with unaffiliated third parties (a “joint venture”)., including the management of these joint ventures. There are additional risks involved in joint venture transactions. Astransactions apart from those associated with purchasing property directly. For example, as a co-investor in a joint venture, we may not be in a position to exercise sole decision-making authority relating to significant decisions affecting
the property, joint venture, or other entity.property. In addition, there is the potential of the third-party participantco-participant in the joint venture becoming bankrupt and the possibility of diverging or inconsistent economic or business interests of us and that participant. We may also provide non-recourse guarantees of the indebtedness of the joint venture. These diverging interests could result in, among other things, exposure to liabilities of the joint venture in excess of our proportionate share of these liabilities. The competing rights of each owner in a jointly-owned property could effect a reduction in the value of each owner’s interest in the subject property.
If we are unable to maintain effective disclosure controls and procedures and effective internal control over financial reporting, investor confidence and our stock price could be adversely affected.
Our management is responsible for establishing and maintaining effective disclosure controls and procedures and internal control over financial reporting. There were no changes to our internal control over financial reporting that occurred during the year ended December 31, 20172019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, however, there can be no guarantee as to the effectiveness of our disclosure controls and procedures and we cannot assure you that our internal control over financial reporting will not be subject to material weaknesses in the future. If we fail to maintain the adequacy of our internal controls over financial reporting and our operating internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, our business, results of operations and financial condition could be adversely affected and we could fail to meet our reporting obligations.
Government investigations relatingHistorical 1031 real estate programs we manage may divert resources from our core business operations and may subject us to unexpected liabilities and costs.
We continue to serve as the findings of the Audit Committee Investigation may result in significant legal expenses, fines, and/or penalties, including indemnification obligations, and cause our business, financial condition, liquidity and results of operations to suffer.
On November 13, 2014, we received the first of two subpoenas relating to the findings of the Audit Committee Investigation from the staff of the SEC, each of which called for the productionasset manager of certain documents. On December 19, 2014,1031 real estate programs. While the volume of programs under management has been decreasing, we received a subpoenacontinue to manage the remaining properties which requires the allocation of staff and other Company resources. Continuing management of these programs may divert resources from the Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts. The U.S. Attorney’s Office for the Southern District of New York also contacted counsel for the Companyour core business operations and counsel for the Audit Committee. We
are cooperating with these regulators in their investigations. The amount of time needed to resolve these investigations is uncertain, and, although the U.S. Attorney’s Office for the Southern District of New York has indicated that it does not intend to bring criminal charges against the Company arising from its investigation, we cannot predict the outcome of other investigations or whether we will face additional government investigations, inquiries or other actions related to these matters. Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees, among others in connection with the ongoing government investigations and potential future government inquiries, investigations or actions, including advancement of legal fees. These matters could result in actions seeking, among other things, injunctions against usunexpected liabilities and the payment of significant fines and/or penalties, as well as requiring payment of substantial legal fees and indemnification obligations, and cause our business, financial condition, liquidity and results of operations to suffer. We can provide no assurance as to the outcome of any government investigation.costs, including potential litigation.
The Company and certain of our former officers and directors, among others, have been named as defendantsChanges in various lawsuits related to the findings of the Audit Committee Investigation which have resulted in significant legal expenses which are expected to continue. Any resolutionaccounting pronouncements could require substantial payments by the Company, including indemnification obligations, and may materiallyadversely impact our business,or our tenants’ reported financial condition, liquidity and results of operations.performance.
Since the October 29, 2014 announcement of the findings of the Audit Committee Investigation and the subsequent restatement of the Company’s financial statements in March 2015, the Company and its former officers and directors (along with others) have been named as defendants in multiple putative securities class action complaints in the United States District Court for the Southern District of New York, which were subsequently consolidated under the caption In re American Realty Capital Properties, Inc. Litigation, 1:15-mc-00040-AKH, multiple individual securities lawsuits and multiple derivative lawsuits. See “Note 15 – Commitments and Contingencies” to our consolidated financial statements for additional details regarding pending litigation matters related to the Audit Committee Investigation.
As a result of the various pending litigations, and subject to certain limitations, we are obligated to advance certain legal expenses to and indemnify our current and former directors, officers and employees, as well as certain outside individuals and entities. These lawsuits have resulted in significant ongoing legal expenses, which are expected to continue. The resolution of these matters, and the timing thereof, are uncertain. Any such resolution, whether through a judgment or a settlement, could require substantial payments by the Company, including potential indemnification obligations, which in large part are not expected to be covered by insurance, and may materially impact the Company’s business, financial condition, liquidity and results of operations.
Our accountingAccounting policies and methods are fundamental to how we record and report our financial positioncondition and results of operations. From time to time the Financial Accounting Standards Board and the SEC, 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 our financial statements. These changes could have a material impact on our reported financial condition and results of operations. In some cases, we 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 our tenants’ reported financial condition or results of operations and they require management to make estimates, judgments, and assumptions about matters that are inherently uncertain.
Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations. We have identified several accounting policies as being critical to the presentation of our financial position and results of operations because they require management to make particularly subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be recorded under different conditions or using different assumptions. Because of the inherent uncertainty of the estimates, judgments, and assumptions associated with these critical accounting policies, we cannot provide any assurance that we will not make subsequent significant adjustments to our consolidated financial statements. If our judgments, assumptions, and allocations prove to be incorrect, or if circumstances change, our business, financial condition, liquidity and results of operations could be adversely affected.
Changes in U.S. accounting standardsaffect their preferences regarding operating leases may make the leasing of our properties less attractive to our potential tenants, which could reduce overall demand for our leasing services.
Under current authoritative accounting guidance for leases, a lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. Under capital lease accounting for a tenant, both the leased asset and liability are reflected on its balance sheet. If the lease does not meet the criteria for a capital lease, the lease is to be considered an operating lease by the tenant, and the obligation does not appear on the tenant’s balance sheet; rather, the contractual future minimum payment obligations are only disclosed in the footnotes thereto. Thus, entering into an operating lease can appear to enhance a tenant’s balance sheet in comparison to direct ownership. The Financial Accounting Standards Board (the “FASB”) and the International Accounting Standards Board (the “IASB”) conducted a joint project to re-evaluate lease accounting. In February 2016, the FASB issued Accounting Standards Update, (“ASU”) 2016-02, Leases (“ASU 2016-02”) which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than 12 months, with the result being the recognition of a right of use asset and a lease liability and the disclosure of key information about the entity's leasing arrangements. These and other potential changes to the accounting guidance could affect both our accounting for leases as well as that of our current and potential tenants. These changes may affect how our real estate leasing business is conducted. For example, with the ASU 2016-02 revision, companies may be less willing to enter into leases in general or desire to enter into
leases with shorter terms because the apparent benefits to their balance sheets under current practice could be reduced or eliminated. This impact in turn could make it more difficult for us to enter into leases on terms we find favorable. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company expects the accounting for leases pursuant to which the Company is the lessee to change and is currently evaluating the impact. Leases pursuant to which the Company is the lessee primarily consist of corporate offices and ground leases.estate.
We may not be able to maintain our competitive advantages if we are not able to attract and retain key personnel.
Our success depends to a significant extent on our ability to attract and retain key members of our executive team and staff. Our future success depends in part on the continued service of our senior management team.teams and staff supporting our continuing operations. If there are changes in senior leadership affecting our continuing operations, such changes could be disruptive and could compromise our ability to executeoperate our strategic plan.business. While we have entered into employment agreements with certain key personnel, there can be no assurance that we will be able to retain the services of individuals whose knowledge and skills are important to our businesses. Our success also depends on our ability to prospectively attract, integrate, train and retain qualified management personnel. Because the competition for qualified personnel is intense, costs related to compensation and retention could increase significantly in the future. If we were to lose a sufficient number of our key employees and were unable to replace them in a reasonable period of time, these losses could damage our business and adversely affect our results of operations.
Competition that traditional retail tenants face from e-commerce retail sales, or the integration of brick and mortar stores with e-commerce retailers, could adversely affect our business.
Our retail tenants continue to face increasingincreased competition from e-commerce retailers. E-commerce sales have accountedcontinue to account for an increasing percentage of retail sales, over the past few years and this trend is expected to continue.continue as our retail tenants continue to look for ways to increase their e-commerce presence and/or integrate their brick and mortar stores with an e-commerce platform. These trends may have an impact on decisions that retailers make regarding their brick and mortar stores. Changes in shopping trends as a result of the growth in e-commerce may also impact the profitability of retailers that do not adapt to changes in market conditions. The continued growth of e-commerce sales could decrease the need for traditional retail outlets and reduce retailers' space and property requirements. These conditions could adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack (e.g., the application of banking or other malware to intercept funds) or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations (e.g., disruption of finance or accounting systems that process or receive payment obligations, manage cash, warehouse data and other processes and procedures), misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our tenant and investor relationships. In addition, from time to time, we update, modify or change our information systems and, although we have taken steps to protect the security of the data and systems, our security measures may not be able to prevent cyber incidents resulting from such modifications or changes. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those we have outsourced. We have implemented processes, procedures (including training and recovery procedures) and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that our financial results, operations, business relationships or confidential information will not be negatively impacted by such an incident. The remediation of a cyber incident could result in significant unplanned expenditures and our cash flows and results of operations could be adversely affected.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in the dilution of our stockholders and unitholders, and limit our ability to sell or refinance such assets.
We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for OP Units. Under the limited partnership agreementThird Amended and Restated Agreement of Limited Partnership of the OP, as amended (the “LPA”), after holding the OP Units for a period of one year, unless otherwise consented to by the General Partner, holders of OP Units have a right to redeem the OP Units for the cash value of a corresponding number of shares of the General Partner’s common stockCommon Stock or, at the option of the General Partner, a corresponding number of shares of the General Partner’s common stock.Common Stock. This could result in the dilution of our stockholders and unitholders through the issuance of OP Units that may be exchanged for shares of our common stock.Common Stock. This acquisition structure may also have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions.
Risks Related to Financing
We intend to rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to meet maturing obligations or make any additional investments.
In order to qualify as a REIT under the Internal Revenue Code, we are required, among other things, to distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with U.S. GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. Because of this dividend requirement, we may not be able to fund from cash retained from operations all of our future capital needs, including capital needed to refinance maturing obligations or make investments.
Market volatility and disruption could hinder our ability to obtain new debt financing or refinance our maturing debt on favorable terms or at all or to raise debt and equity capital. Our access to capital will depend upon a number of factors, including:
general market conditions;
the market’s perception of our future growth potential;
the extent of investor interest;
analyst reports about us and the REIT industry;
the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
our financial performance and that of our tenants;
our current debt levels;
our current and expected future earnings;
our cash flow and cash dividends, including our ability to satisfy the dividend requirements applicable to REITs; and
the market price per share of our common stock.
Common Stock. If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to meet our obligations and commitments as they mature or make any additional investments.
We have substantial amounts of indebtedness outstanding, which may affect our ability to pay dividends, and may expose us to interest rate fluctuation risk and to the risk of default under our debt obligations.
As of December 31, 2017,2019, we had $5.7 billion of debt outstanding, including net premiums and net deferred financing costs. We cannot assure you that our aggregatebusiness will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness was $6.1 billion.or to fund our other liquidity needs. We may incur significantsubstantial additional debt in the future, including borrowings under our Revolving Credit Facility and other types of debt, as our business strategy contemplates the use of debt to finance long-term growth and our organizational documents contain no limitations on the amount of debt that we may incur upon approval by our Board, without stockholder approval. We may incur additional debt for various purposes including, without limitation, the funding of future acquisitions, capital improvements and leasing commissions in connection with the repositioning of a property and litigation expenses. At December 31, 2017, we had $2.1 billion of undrawn commitments underproperties which would increase our Credit Facility.debt service obligations. Our substantial outstanding indebtedness, and the limitations imposed on us by our debt agreements, could have significant adverse consequences, including as follows:
our cash flow may be insufficient to meet our required principal and interest payments;
we may be unable to borrow additional funds as needed or on satisfactory terms to fund future working capital, capital expenditures and other general corporate requirements, which could, among other things, adversely affect our ability to capitalize upon any acquisition opportunities or fund capital improvements and leasing commissions;
we may be unable to pay off or refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;indebtedness and will depend on, among other things, our financial condition and market conditions at the time, restrictions in the agreements governing our indebtedness, general economic and capital market conditions, the availability of credit from banks or other lenders, and investor confidence in us;
payments of principal and interest on borrowings may leave us with insufficient cash resources to make the dividend payments necessary to maintain our REIT qualification or may otherwise impose restrictions on our ability to make distributions;
we may be forced to dispose of properties, possibly on disadvantageous terms;
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations;
certain of the property subsidiaries’ loan documents may include restrictions that limit the subsidiary’s ability to take certain actions with respect to the property, including restrictions on suchthe subsidiary’s ability to make dividends to us;us or restrictions that require us to obtain lender consent which could adversely affect our ability to sell, lease or otherwise address issues with the property;
certain of our borrowings, and our future borrowings may, bear interest at variable rates and increases in interest rates would result in higher interest expenses on our existing unhedged variable rate debt and increase the costs of refinancing existing debt or incurring new debt;
we may be unable to hedge floating-rate debt, counterparties may fail to honor their obligations under our hedge agreements, these agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any hedge agreements, we would be exposed to then-existing market rates of interest and future interest rate volatility;
we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and exercise their rights under any assignment of rents and leases;
we may be vulnerable to general adverse economic and industry conditions; and
we may be at a disadvantage compared to our competitors with less indebtedness.
If we default under a loan or indenture (including any default in respect of the financial maintenance and negative covenants contained in the Credit Agreement, or the indenture governing the Senior Notes,Notes), we may automatically be in default under any other loan or indenture that has cross-default provisions (including the credit agreement (the “Credit Agreement”)), dated June 30, 2014, as amended, with Wells Fargo Bank National Association, as administrative agent, and other lender parties thereto, governing the Credit Facility)Agreement), and (x) further borrowings under the Credit Facility will be prohibited, and outstanding indebtedness under the Credit Facility, and our indenture (including the indenture governing the Senior Notes) or such other loans may be accelerated and (y) to the extent any such debt is secured, directly or
indirectly, by any properties or assets, the lenders may foreclose on the properties or assets securing such indebtedness. Further, any foreclosure on our properties could create taxable income without accompanying cash proceeds, which could adversely affect our ability to meet the REIT dividend requirements imposed by the Internal Revenue Code.
In addition, increases in interest rates may impede our operating performance and payments of required debt service obligations or amounts due at maturity, or creation of additional reserves under loan agreements or indentures, could adversely affect our financial condition and operating results.
Further, any foreclosure on our properties could create taxable income without accompanying cash proceeds, which could adversely affectthe REIT provisions of the Internal Revenue Code may limit our ability to meethedge our liabilities. Generally, any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or to offset certain other positions, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of one or both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through taxable REIT dividend requirements imposed bysubsidiaries (“TRS”). This could increase the Internal Revenue Code.cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS.
The indenture governing our Senior Notes and the Credit Agreement contain restrictive covenants that limit our operating flexibility.
The indenture governing our Senior Notes and the Credit Agreement require us to meetcomply with customary affirmative and negative covenants and other financial and operating covenants. Thecovenants that, among other things, restrict our ability to take specific actions (e.g., consummate a merger, consolidation or sale of all or substantially all of our assets or incur or guarantee additional secured and unsecured indebtedness).
In addition, the indenture governing our Senior Notes requires us, among other things, to maintain financial ratios for totala maximum unencumbered leverage secured debt, debt service coverageratio and total unencumbered assets. In addition, the Credit Agreement requires us, among other things, to maintain a minimum tangible net worth, a maximum consolidated leverage ratio, a minimum fixed charge coverage ratio, a maximum secured leverage ratio, a totalmaximum unencumbered asset value ratio, a minimum encumbered interest coverageleverage ratio and a minimum encumbered asset value. These covenants restrict our ability to incur secured or unsecured indebtednessunencumbered interest coverage ratio. The Credit Agreement also includes customary restrictions on, among other items, liens, negative pledges, intercompany transfers, fundamental changes, transactions with affiliates and may also restrict our ability to engage in certain business activities.restricted payments.
Our ability to comply with these and other provisions of the indenture governing our Senior Notes and the Credit Agreement may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us. Any failure to comply with these covenants would constitute a default under the indenture governing our Senior Notes and/or the Credit Agreement, as applicable, and would prevent further borrowings under the Credit Agreement and could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it.
Our organizational documents have no limitation on the amount of indebtedness that we may incur. As a result, we may become more highly leveraged in the future, which could adversely affect our financial condition.
Our business strategy contemplates the use of both secured and unsecured debt to finance long-term growth. While we intend to limit our indebtedness, our organizational documents contain no limitations on the amount of debt that we may incur. Further, our financing decisions and related decisions regarding levels of debt may be determined by our Board of Directors in its discretion without stockholder approval. As a result, we may be able to incur substantial additional debt, including secured debt, in the future, subject to us meeting the financial and operating covenants described above, which could result in us becoming more highly leveraged and adversely affecting our financial condition.
Increases in interest rates would increase our debt service obligations and may adversely affect the refinancing of our existing debt and our ability to incur additional debt, which could adversely affect our financial condition.
Certain of our borrowings bear interest at variable rates, and we may incur additional variable-rate debt in the future. Increases in interest rates would result in higher interest expenses on our existing unhedged variable rate debt, and increase the costs of refinancing existing debt or incurring new debt. Additionally, increases in interest rates may result in a decrease in the value of our real estate and decrease the market price of our capital stock and could accordingly adversely affect our financial condition.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs.
Additionally, if we incur additional indebtedness in connection with any future acquisitions or development projects or for any other purpose, our debt service obligations could increase. We may need to refinance all or a portion of our indebtedness before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
our financial condition and market conditions at the time;
restrictions in the agreements governing our indebtedness;
general economic and capital market conditions;
the availability of credit from banks or other lenders;
investor confidence in us; and
our results of operations.
As a result, we may not be able to refinance our indebtedness on commercially reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity, or delaying any strategic acquisitions and alliances or capital expenditures, any of which could have a material adverse effect on our operations.
Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.
Our Senior Notes are periodically rated by nationally recognized creditCredit rating agencies. Our current corporate credit and issue-levelagencies continually evaluate their ratings for our Senior Notes are “BBB-” with a “stable” outlook from Standard & Poor’s Rating Services. Our corporate credit and issue-level ratings for our Senior Notes are “Baa3” with a “stable” outlook assigned by Moody’s Investor Service, Inc. Our corporate credit and issue-level ratings for our Senior Notes are “BBB-“ with a “stable” outlook assigned by Fitch Ratings, Inc.the companies that they follow, including us. The credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to our industry and the economic outlook in general. OurThe credit rating agencies also evaluate our industry as a whole and may change their credit ratings canfor us based on their overall view of our industry. Our Senior Notes are periodically rated by nationally recognized credit rating agencies, but we cannot be sure that credit rating agencies will maintain their ratings on the Senior Notes. Our current corporate credit and issue-level ratings for our Senior Notes are “BBB-” with a “stable” outlook from Standard & Poor’s Rating Services, “Baa3” with a “positive” outlook assigned by Moody’s Investor Service, Inc., and are “BBB” with a “stable” outlook assigned by Fitch Ratings, Inc. A deterioration in our credit ratings could adversely affect the cost and availability of capital, as well as the terms of any financing we obtain. Since we depend in part on debt financing to fund our business, an adverse change in our credit ratings could have a material adverse effect on our financial condition, liquidity, results of operations and the trading price of our Senior Notes.
We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates.
In July 2017, the Financial Conduct Authority (“FCA”) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, 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 USD-LIBOR. We are not able to predict when LIBOR will cease to be published or precisely how SOFR will be calculated and published. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR
may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.
We have contracts that are indexed to LIBOR and are monitoring and evaluating the related risks, which include interest amounts on our variable rate debt and the swap rate for our interest rate swaps. In the event that LIBOR is discontinued, the interest rates will be based on a fallback reference rate specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the alternative reference rate could vary from the underlying exposure or be higher and more volatile than LIBOR.
Certain risks arise in connection with transitioning contracts to an alternative reference rate, including any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require substantial negotiation with each respective counterparty.
If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact is likely to vary by contract. If LIBOR is discontinued or if the method of calculating LIBOR changes from its current form, interest rates on our current or future indebtedness may be adversely affected.
While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
Risks Related to Equity
The Board of Directors may create and issue a class or series of common or preferred stock without stockholder approval.
Subject to applicable legal and regulatory requirements, the Board of Directors is empowered under our charter tomay amend our charter from time to time to increase or decrease the aggregate number of shares of our stock, or the number of shares of stock of any class or series of stock that we have authority to issue, to designate and issue from time to time one or more classes or series of stock and to classify or reclassify any unissued shares of our common stockCommon Stock or preferred stock without stockholder approval. The Board of Directors may determine the relative preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock issued. As a result, we may issue series or classes of stock with voting rights, rights to dividends or other rights, senior to the rights of holders of our outstanding capital stock. The issuance of any such stock could also have the effect of diluting our existing equity holders and our expected earnings per share or delaying or preventing a change of control transaction that might otherwise be in the best interests of our stockholders. In addition, future sales of shares of our common stock or preferred stock may be dilutive to existing stockholders.
The trading price of our common stockCommon Stock has been and may continue to be subject to wide fluctuations.
The sales price of our common stockCommon Stock on the NYSE has fluctuated in recent quarters. Our stock priceand may continue to fluctuate in response to a number of events and factors, including as a result ofincluding: future offerings of our debt and equity securities as a result ofor the events described in this “Risk Factors” section or in our future filings with the SEC, and as a result of changes to our dividend yield relative to yields on other financial instruments (e.g., increases in interest rates resulting in higher yields on other financial instruments may adversely
affect theperception that such sales price of our common stock). In addition, the trading volume and price of our common stock may fluctuate and be adversely impacted in response to a number of factors, including:
could occur; actual or anticipated variations in our operating results, earnings, or liquidity, or those of our competitors;
changes in our dividend policy;
policy or our dividend yield relative to yields on other financial instruments; publication of research reports about us, our competitors, our tenants, or the REIT industry;
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changes in market valuations of companies similar to us; speculation in the press or investment community;
our failure to meet, or changes to, our earnings estimates, or those of any securities analysts;
increases in market interest rates;
adverse market reaction to the amount of or the maturity of our debt and our ability to refinance such debt and the terms thereof;
adverse market reaction to any additional indebtedness we incur or equity or securities we may issue;
changes in our credit ratings;
changes in our key management;
the financial condition, liquidity, results of operations, and prospects of our tenants;
litigation and government investigations;
regulatory changes affecting our industry or our tenants; failure to maintain our REIT qualification; and
•general market and economic conditions, including the current state of the credit and capital markets.
The issuance of additional equity securities may dilute existing equity holders.
Giving effect to the issuance of common stock in future potential offerings, the receipt of future potential net proceedsmarkets; and
the use of those proceeds, additional equity offerings may have a dilutive effect on our expected earnings per share. Additionally, we are not restricted from issuing additional shares of our common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities in the future. The market price of our common stock could decline as a result of
salesthe events or realization of
a large number of shares ofthe risks described in this “Risk Factors” section or in our common stock infuture filings with the market or the perception that such sales could occur.SEC.
Future offerings of debt, which would be senior to our common stockCommon Stock upon liquidation, or preferred equity securities that may be senior to our common stockCommon Stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock.Common Stock.
In the future, we may issue debt or preferred equity securities. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common stock.Common Stock. Additional equity offerings, including offerings of convertible preferred stock, may dilute the holdings of our existing stockholders or otherwise reduce the market price of our common stock,Common Stock, or both. Holders of our common stockCommon Stock are not entitled to preemptive rights or other protections against dilution. Preferred stock, if issued, could have a preference on liquidating
distributions or a preference on distribution payments that could limit our ability to make distributions to holders of our common stock.Common Stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stockCommon Stock and diluting their stock holdings in us.
The change of control conversion feature of the Series F Preferred Stock may make it more difficult for a party to take over the Company or discourage a party from taking over the Company.
Upon the occurrence of a change of control (as defined in the Articles Supplementary for the Series F Preferred Stock) the result of which is that our common stockCommon Stock or the common securities of the acquiring or surviving entity are not listed on a national stock exchange, holders of the Series F Preferred Stock will have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to redeem the Series F Preferred Stock) to convert some or all of their Series F Preferred Stock into shares of our common stockCommon Stock (or equivalent value of alternative consideration). The change of control conversion feature of the Series F Preferred Stock may have the effect of discouraging a third party from making an acquisition proposal for the Company or of delaying, deferring or preventing certain change of control transactions of the Company under circumstances that stockholders may otherwise believe are in their best interests.
Risks Relating to our Real Estate Investments
Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.
Environmental laws regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under various provisions of these laws, an owner or operator of real estate, such as us, is or may be liable for costs related to soil or groundwater contamination on, in, or migrating to or from its property. In addition, persons who arrange for the disposal or treatment of hazardous or toxic substances may be liable for the costs of cleaning up contamination at the disposal site. Such laws often impose liability regardless of whether the person knew of, or was responsible for, the presence of the hazardous or toxic substances that caused the contamination. The presence of, or contamination resulting from, any of these substances, or the failure to properly remediate them, may adversely affect our ability to sell or lease our property or to borrow using such property as collateral. In addition, persons exposed to hazardous or toxic substances may sue us for personal injury damages. As a result, in connection with our current or former ownership, operation, management and development of real properties, we may be potentially liable for investigation and cleanup costs, penalties, and damages under environmental laws. Further, environmental laws may impose liabilities, costs or operating limitations on our tenants which could adversely affect our tenants’ operations and their ability to make rental payments to us.
Although our properties are generally subjected to preliminary environmental assessments, known as Phase I assessments, by independent environmental consultants that identify certain liabilities, Phase I assessments are limited in scope, and may not include or identify all potential environmental liabilities or risks associated with the property. Further, any environmental liabilities that arose since the date the studies were done would not be identified in the assessments. Unless required by applicable laws or regulations, we may not further investigate, remedy or ameliorate the liabilities disclosed in the Phase I assessments.
We cannot assure you that these or other environmental studies identified all potential environmental liabilities, or that we will not incur material environmental liabilities in the future. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to finance or sell any affected properties.
We are subject to risks relating to mortgage, bridge or mezzanine loans.
Investing in mortgage, bridge or mezzanine loans involves risk of defaults on those loans caused by many conditions beyond our control, including local and other economic conditions affecting real estate values and interest rate levels. If there are defaults under these loans, we may not be able to repossess and sell quickly any properties securing such loans. An action to foreclose on a property securing a loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of any lawsuit brought in connection with the foreclosure if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the loan, which could reduce the value of our investment in the defaulted loan.
We are subject to risks relating to real estate-related securities, including commercial mortgage backed securities (“CMBS”).
Real estate-related securities are often unsecured and also may be subordinated to other obligations of the issuer. As a result, investments in real estate-related securities may be subject to risks of (1) limited liquidity in the secondary trading market in the case of unlisted or thinly traded securities, (2) substantial market price volatility resulting from changes in prevailing interest rates in the case of traded equity securities, (3) subordination to the prior claims of banks and other senior lenders to the issuer, (4) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (5) the possibility that earnings of the issuer or that income from collateral may be insufficient to meet debt service and distribution obligations and (6) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic slowdown or downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the obliged parties to repay principal and interest or make distribution payments.
CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, these securities are subject to the risks listed above and all of the risks of the underlying mortgage loans. CMBS are issued by investment banks and non-regulated financial institutions, and are not insured or guaranteed by the U.S. government. The value of CMBS may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole and may be negatively impacted by any dislocation in the mortgage-backed securities market in general.
CMBS are also subject to several risks created through the securitization process. Subordinate CMBS are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes delinquent loans, there is a risk that interest payments on subordinate CMBS will not be fully paid. Subordinate CMBS are also subject to greater credit
risk than those CMBS that are more highly rated. In certain instances, third-party guarantees or other forms of credit support can reduce the credit risk.
Our build-to-suit acquisitions are subject to additional risks related to properties under development.
From time to time, we engage in build-to-suit acquisitions and the acquisition of properties under development. In connection with these businesses, we enter into purchase and sale arrangements with sellers or developers of suitable properties under development or construction. In such cases, we are generally obligated to purchase the property at the completion of construction, provided that the construction conforms to definitive plans, specifications, and costs approved by us in advance, and if other conditions have been met, such as there isbeing an effective lease for the property, and the tenant hashaving accepted the property and commenced paying rent. We may also engage in development and construction activities involving existing properties, including the construction of new buildings or the expansion of existing facilities (typically at the request of a tenant) or the development or build-out of vacant space at retail properties.space. We may advance significant amounts in connection with certain development projects.
As a result, we are subject to potential development risks and construction delays and the resultant increased costs and risks, as well as the risk of loss of certain amounts that we have advanced should a development project not be completed. To the extent that we engage in development or construction projects, we may be subject to uncertainties associated with obtaining permits or re-zoning for development, environmental and land use concerns of governmental entities and/or community groups, and the
builder’s ability to build in conformity with plans, specifications, budgeted costs and timetables. If a developer or builder fails to perform, we may terminate the purchase, modify the construction contract or resort to legal action to compel performance (or in certain cases, we may elect to take over the project and pursue completion of the project ourselves). A developer’s or builder’s performance may also be affected or delayed by conditions beyond that party’s control. Delays in obtaining permits or completion of construction could also give tenants the right to terminate preconstruction leases.
We may incur additional risks if we make periodic progress payments or other advances to builders before they complete construction. These and other such factors can result in increased project costs or the loss of our investment. Although we rarely engage in construction activities relating to space that is not already leased to one or more tenants, to the extent that we do so, we may be subject to normal lease-up risks relating to newly constructed projects. We also will rely on rental incomerevenue and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a price at the time we acquire the property. If these projections are inaccurate, we may pay too much for a property and our return on our investment could suffer. If we contract with a development company for a newly developed property, there is a risk that money advanced to that development company for the project may not be fully recoverable if the developer fails to successfully complete the project.
Risks Related to the Services Agreement
Our continuing obligation to provide services to Cole Capital under the Services Agreement could have an adverse effect on our business operations.
In connection with the closing of the Cole Capital sale, we entered into the Services Agreement, pursuant to which we will continue to provide certain services, including operational real estate support, through March 31, 2019 (or, if later, the date of the last government filing other than a tax filing made by any of the Cole REITs with respect to its 2018 fiscal year) and will provide consulting and research services through December 31, 2023 as requested by CCA. Under the terms of the Services Agreement, we will be entitled to receive reimbursement for certain of the services provided and fees based on the future revenues of CCA above a specified dollar threshold (the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments. There is no assurance that we will be successful in managing these services so that they do not have an adverse effect on our business operations and there can be no assurance that we will receive any Net Revenue Payments after February 1, 2018, under the Services Agreement.
We are subject to conflicts of interest relating to the Cole REITs.
During the initial term of the Services Agreement, property acquisition opportunities will be allocated among us and the real estate programs sponsored by CCA pursuant to an asset allocation policy and in accordance with the terms of the Services Agreement. The Cole REITs have characteristics, including targeted investment types, and investment objectives and criteria substantially similar to our own. As a result, we may be seeking to acquire properties and real estate-related investments at the same time as the Cole REITs.
During the initial term of the Services Agreement, in the event that an investment opportunity is identified that may be suitable for more than one of us or the other programs sponsored by CCA and for which more than one of such entities has sufficient uninvested funds, then an allocation committee, which is comprised of employees of the Company and employees of CIM Group,
LLC, CCA or their respective affiliates, will examine the following factors, among others, in determining the entity for which the investment opportunity is most appropriate:
the investment objective of each entity;
the anticipated operating cash flows of each entity and the cash requirements of each entity;
the effect of the acquisition both on diversification of each entity’s investments by type of property, geographic area and tenant concentration;
the amount of funds available to each entity and the length of time such funds have been available for investment;
the policy of each entity relating to leverage of properties;
the income tax effects of the purchase to each entity; and
the size of the investment.
If, in the judgment of the allocation committee, the investment opportunity may be equally appropriate for more than one program, then the entity that has had the longest period of time elapse since it was allocated an investment opportunity of a similar size and type (e.g., office, industrial, retail properties or anchored shopping centers) will be allocated such investment opportunity. If a subsequent development, such as a delay in the closing of the acquisition or a delay in the construction of a property, causes any such investment, in the opinion of the allocation committee, to be more appropriate for an entity other than the entity that committed to make the investment, the allocation committee may determine that the Company or a program sponsored by CCA will make the investment.
For programs sponsored by CCA that commenced operations on or after March 5, 2013, the Company retains a right of first refusal for all opportunities to acquire real estate and real estate-related assets or portfolios with a purchase price greater than $100 million. This right of first refusal applies to CCIT II, CCIT III and CCPT V, but does not apply to CCPT IV or INAV.
There can be no assurance that these policies will be adequate to address all of the conflicts that may arise or will address such conflicts in a manner that is favorable to us.
Risks Related to our Organization and Structure
We are a holding company with no direct operations. As a result, we rely on funds received from the Operating Partnership to pay liabilities and dividends, our stockholders’ claims will be structurally subordinated to all liabilities of the Operating Partnership and our stockholders do not have any voting rights with respect to the Operating Partnership’s activities, including the issuance of additional OP Units.
We are a holding company and conduct all of our operations through the Operating Partnership. We do not have, apart from our ownership of the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to pay any dividends we might declare on shares of our common stock.Common Stock. We also rely on distributions from the Operating Partnership to meet our debt service and other obligations, including our obligations to make distributions required to maintain our REIT qualification. The ability of subsidiaries of the Operating Partnership to make distributions to the Operating Partnership, and the ability of the Operating Partnership to make distributions to us in turn, will depend on their operating results and on the terms of any loans that encumber the properties owned by them. Such loans may contain lockbox arrangements, reserve requirements, financial covenants and other provisions that restrict the distribution of funds. In the event of a default under these loans, the defaulting subsidiary would be prohibited from distributing cash. As a result, a default under any of these loans by the borrower subsidiaries could cause us to have insufficient cash to make distributions on our common stockCommon Stock required to maintain our REIT qualification.
In addition, because we are a holding company, stockholders’ claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of the Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, claims of our stockholders will be satisfied only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
As of December 31, 2017,2019, we owned approximately 97.6%99.9% of the OP Units in the Operating Partnership. However, the Operating Partnership may issue additional OP Units in the future. Such issuances could reduce our ownership percentage in the Operating Partnership. Because our stockholders would not directly own any such OP Units, they would not have any voting rights with respect to any such issuances or other partnership-level activities of the Operating Partnership.
Our charter and bylaws and Maryland law, as well as certain provisions in the LPA, contain provisions that may delay or prevent a change of control transaction.
Our charter, subject to certain exceptions, limits any person to actual or constructive ownership of no more than 9.8% in value of the aggregate of our outstanding shares of stock and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock. In addition, our charter provides that we may not consolidate, merge, sell all or substantially all of our assets or engage in a share exchange unless such actions are approved by the affirmative vote of at least two-thirds of the Board of Directors. The ownership limits and the other restrictions on ownership and transfer of our stock and the Board approval requirements contained in our charter may delay or prevent a transaction or a change of control that might involve a premium price for our common stockCommon Stock or otherwise be in the best interest of our stockholders.
Certain provisions in the LPA may delay, defer or prevent unsolicited acquisitions of us.
CertainFurther, certain provisions in the LPA may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making such proposals, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:
others, redemption rights of qualifying parties;
the ability of the General Partner in some cases to amend the LPA without the consent of the limited partners;
the right of the limited partners to
consent to transfers of the general partnership interest of the General Partner and mergers or consolidations of the Company under specified limited circumstances; and
restrictions relating to our qualification as a REIT under the Internal Revenue Code.
The LPA also contains other provisions that may have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for our common stockCommon Stock or otherwise be in the best interest of our stockholders.
Tax protection provisions on certain properties could limit our operating flexibility.
We have agreed with ARC Real Estate Partners, LLC, an affiliate of ARC Properties Advisors, LLC (the “Former Manager”), to indemnify it against any adverse tax consequences if we were to sell, convey, transfer or otherwise dispose of all or any portion of the interests in the properties that were acquired by us in our formation transactions, in a taxable transaction. These tax protection provisions apply until September 6, 2021, which is the 10th anniversary of the closing of our initial public offering (“IPO”). Although it may be in our stockholders’ best interest that we sell one or more of these properties, it may be economically disadvantageous for us to do so because of these obligations. We have also agreed to make debt available for ARC Real Estate Partners, LLC to guarantee. We agreed to these provisions at the time of our IPO in order to assist ARC Real Estate Partners, LLC in preserving its tax position after its contribution of its interests in our initial properties. As a result, we may be required to incur and maintain more debt than we would otherwise.
The Company’s fiduciary duties as sole general partner of the Operating Partnership could create conflicts of interest.
The Company has fiduciary duties to the Operating Partnership and the limited partners in the Operating Partnership, the discharge of which may conflict with the interests of its stockholders. The LPA provides that, in the event of a conflict between the duties owed by the Company’s directors to the Company and the duties that the Company owes in its capacity as the sole general partner of the Operating Partnership to the Operating Partnership’s limited partners, the Company’s directors are under no obligation to give priority to the interests of such limited partners. As a holder of OP Units, the Company will have the right to vote on certain amendments to the LPA (which require approval by a majority in interest of the limited partners, including the Company) and individually to approve certain amendments that would adversely affect the rights of the Operating Partnership’s limited partners, as well as the right to vote on mergers and consolidations of the Company in its capacity as sole general partner of the Operating Partnership in certain limited circumstances. These voting rights may be exercised in a manner that conflicts with the interests of the Company’s stockholders. For example, the Company cannot adversely affect the limited partners’ rights to receive distributions, as set forth in the LPA, without their consent, even though modifying such rights might be in the best interest of the Company’s stockholders generally.
The Board of Directors may change significant corporate policies without stockholder approval.
Our investment, financing, borrowing and dividend policies and our policies with respect to other activities, including growth, debt, capitalization, operations and operations,other governance matters, will be determined by the Board of Directors.Board. These policies may be amended or revised at any time and from time to time at the discretion of the Board of Directors without a vote of our stockholders. In addition, the Board of Directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies could have an adverse effect on our business, financial condition, liquidity
and results of operations and our ability to satisfy our debt service obligations and to make distributions to our stockholders and unitholders.
Our rights and the rights of our stockholders to take action against our directors and officers are limited under Maryland law.
Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper personal benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision and limits the liability of our directors and officers to the maximum extent permitted by Maryland law. Maryland law requires us to indemnify our directors and officers for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, our charter obligates us to advance the reasonable defense costs incurred by our directors and officers. Finally, we have entered into agreements with our directors and officers pursuant to which we have agreed to indemnify them to the maximum extent permitted by Maryland law.
U.S. Federal Income and Other Tax Risks
Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax, and would adversely affect our operations and the market price of our capital stock.
We elected to be taxed as a REIT commencing with the taxable year ended December 31, 2011 and believe we have operated, and intend to operate, in a manner that has allowed us to qualify as a REIT and will allow us to continue to qualify as a REIT. However, we may terminate our REIT qualification if the Board of Directors determines that not qualifying as a REIT is in our best interests, or the qualification may be terminated inadvertently. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. We structured our activities in a manner designed to satisfy the requirements for qualification as a REIT. However, the REIT qualification requirements are extremely complex and interpretation of the U.S. federal income tax laws governing qualification as a REIT is limited.
Accordingly, we cannot be certain that we have been or will be successful in qualifyingcontinuing to be taxed as a REIT. Our ability to satisfy the asset tests depends on our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the annual income and quarterly asset requirements also depends on our ability to successfully manage the composition of our income and assets on an ongoing basis. Accordingly, if certain of our operations were to be recharacterized by the Internal Revenue Service (the “IRS”), such recharacterization would jeopardize our ability to satisfy the requirements for qualification as a REIT. Furthermore, future legislative, judicial or administrative changes to the U.S. federal income tax laws could result in our disqualification as a REIT for past or future periods.
If we fail to qualify as a REIT for any taxable year and we do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT qualification. Losing our REIT qualification would reduce our net earnings because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions and, accordingly, distributions the Operating Partnership makes to its unitholders could be similarly reduced. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
Even if we continue to qualify as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders and unitholders.
Even if we continue to qualify as a REIT, we may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are considered held for sale and not for investment (a “prohibited transaction” under the Internal Revenue Code) will be subject to a 100% tax.tax (which may cause us to forgo or defer sales of properties that otherwise would be favorable). In addition, we may not make sufficient distributions to avoid income and excise taxes on retained income. We also may decide to retain net capital gain we earn from the sale or other disposition of our property or other assets and pay U.S. federal income tax directly on such income. In that event, our stockholders would be treated for federal income tax purposes as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We may, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Internal Revenue Code to maintain our qualification as a REIT.
A REIT may own up to 100% of the stock of one or more TRSs.TRS. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS of the REIT. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT. We may use TRSs generally to hold properties for sale in the ordinary course of business or to hold assets or conduct activities that we cannot conduct directly as a REIT. Our TRSsTRS will be subject to applicable U.S. federal, state, local and foreign income tax on their taxable income. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to ensure that the TRS is subject to an appropriate level of corporate taxation. These rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
Not all taxing jurisdictions recognize the favorable tax treatment afforded to REITs under the Internal Revenue Code. As such, we may be subject to regular corporate net income taxes in certain state, local or foreign taxing jurisdictions. In addition, we, the Operating Partnership, our TRSs,TRS, and/or other entities through which we conduct our business may also be subject to state, local or foreign income, franchise, sales, transfer, excise or other taxes. Any taxes that we incur directly or indirectly will reduce our cash available for distribution to our stockholders and unitholders. Additionally, changes in state, local or foreign tax law could reduce the cash flow from certain investments made by us and could make such investments less attractive to potential buyers when we seek to liquidate such investments.
To qualify as aComplying with REIT we must meetrequirements (including annual distribution requirements, whichrequirements) may force us to forgo or liquidate otherwise attractive investment opportunities or. This could reduce our operating flexibility, cause us to borrow funds during unfavorable market conditions. This couldconditions, delay or hinder our ability to meet our investment objectives and reduce your overall return.
In order to qualify as a REIT, we must satisfy certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. For example, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with U.S. GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which dividends we pay with respect to any calendar year are less than the sum of (a) 85% of our ordinary income, (b) 95% of our capital gain net income and (c) 100% of our undistributed income from prior years. We must also meet the REIT gross income tests annually and that at the end of each calendar quarter which generally require that at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities.
If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.
These requirements could cause us to distribute amounts that otherwise would be spent on investments in real estate assets and it is possible that we might be required to borrow funds, possibly at unfavorable rates, or sell assets to fund these dividends or make taxable stock dividends. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. Although we intend to make distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income and excise taxes on our earnings while we qualify as a REIT, it is possible that we might not always be able to do so.
If the Operating Partnership or certain other subsidiaries fail to qualify as a partnership or are not otherwise disregarded for U.S. federal income tax purposes, then we would cease to qualify as a REIT.
We intend to maintain the status of the Operating Partnership as a partnership for U.S. federal income tax purposes. However, if the IRS were to successfully challenge the status of the Operating Partnership as a partnership, for such purposes, it would be taxabletaxed as a corporation. This would result in our failure to qualify as a REIT and would cause us to be subject to a corporate-level tax on our income. Thisincome which would substantially reduce our cash available to pay distributions and the yield on your investments. In addition, if one or more of the partnerships or limited liability companies through which the Operating Partnership owns its properties, in whole or in part, loses its characterization as a partnership and is otherwise not disregarded for U.S. federal income tax purposes, then itsuch partnership or limited liability company would be subject to taxation as a corporation, thereby reducing distributions to the Operating Partnership. Such a recharacterization of a subsidiary entity could also threaten our ability to maintain our REIT qualification.
Recent legislation substantially modifiedWe may be subject to adverse legislative or regulatory tax changes including changes that modify the taxation of REITs and their shareholders increasing tax liability as well as reduce our operating flexibility and the effectsmarket price of such legislationour capital stock.
Numerous legislative, judicial and related regulatory action are uncertain.
Onadministrative changes have been made to the U.S. federal income tax laws applicable to investments in shares of our Common Stock. In particular, on December 22, 2017, President Trump signed into law H.R. 1, informally titled the Tax Cuts and Jobs Act (the “TCJA”(“TCJA”). The TCJA makes major was signed into law which included changes to the Code, including a number of provisions of theInternal Revenue Code that affect the taxation of REITs and their stockholders. Among theother changes, made by the TCJA are permanently reducingreduced the generally applicable corporate tax rate, generally reducingreduced the tax rate applicable to individuals and other non-corporate taxpayers for tax years beginning after December 31, 2017 and before January 1, 2026, eliminatingeliminated or modifyingmodified certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes), and, for taxable years beginning after December 31, 2017 and before January 1, 2026, providingprovided for preferential rates of taxation through a deduction of up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. Dividends payable by REITs are generally not eligible for the reduced tax rate applicable to qualified dividend income payable to US stockholders that are individuals, trusts or estates. This deduction provided by the TCJA mitigates but does not eliminate the difference in the effective tax rates between REIT dividends and qualified dividends. The TCJA also imposesimposed new limitations on the deduction of net operating losses and requires us to recognize income for tax purposes no later than when we take it into account on our financial statements, which may result in us having to make additional taxable distributions to our stockholders in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. The effect of the significant changes made by the TCJA is highlystill uncertain, and administrative guidance will be required in order to fully evaluate the effect of many provisions. The effect of any technical corrections with respect to the TCJA could have an adverse effect on us or our stockholders. Investors shouldOur stockholders are urged to consult with their tax advisors regardingadvisor with respect to the implicationsimpact of the TCJArecent legislation on their investment in our capital stock.shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.
Dividends payable byFurther, although REITs generally do not qualifyreceive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for the reduced tax rates availablea company that invests in real estate to elect to be treated for some dividends.
Currently, the maximum U.S. federal income tax rate applicablepurposes as a regular corporation. Additional changes to qualified dividend income payablethe tax laws are likely to U.S. stockholderscontinue to occur, and we cannot assure you that are individuals, trusts and estates is 20% (not including the net investment income tax). Dividends payable by REITs, however, generally are not eligible for this reduced rate. Although this doesany such changes will not adversely affect our taxation and our ability to qualify as a REIT or the taxation of REITsa stockholder. Any such changes could have an adverse effect on an investment in our shares or dividends payable by REITs,on the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments inmarket value or the stocksresale potential of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. Pursuant to the TCJA, non-corporate recipients of dividends from a REIT (other than capital gains dividends and dividends eligible for treatment as qualified dividends) may deduct up to 20% of such REIT dividends for taxable years beginning before January 1, 2026. This deduction mitigates but does not eliminate the difference in effective tax rates between REIT dividends and dividends paid by C corporations.assets.
If we were considered to have actually or constructively paid a “preferential dividend” to certain of our stockholders, our status as a REIT could be adversely affected.
For our taxable years that ended on or before December 31, 2014, and for any year in which we fail to be a “publicly offered” REIT within the meaning of Section 562 of the Internal Revenue Code, in order for our distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions could not have been “preferential dividends.” We believe we qualify as a publicly offered REIT, but there can be no assurance that we will continue to so qualify. A dividend is not a preferential dividend if the distribution is pro rata among all outstanding shares of stock within
a particular class, and in accordance with the preferences among different classes of stock as set forth in our organizational documents. There is uncertainty as to the IRS’s position regarding whether certain arrangements that REITs have with their stockholders could give rise to the inadvertent payment of a preferential dividend. While we believe that our operations have been structured in such a manner that we will not be treated as inadvertently paying preferential dividends, there is no de minimis or reasonable cause exception with respect to preferential dividends under the Internal Revenue Code. Therefore, if the IRS were to take the position that we inadvertently paid a preferential dividend prior to January 1, 2015 (or any later year in which we are not a publicly offered REIT), we may be deemed either to (a) have distributed less than 100% of our REIT taxable income and be subject to tax on the undistributed portion, or (b) have distributed less than 90% of our REIT taxable income and our status as a REIT could be terminated for the year in which such determination is made and for the four taxable years following the year of termination if we were unable to cure such failure.
Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.
The REIT provisions of the Internal Revenue Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or to offset certain other positions, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of one or both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS.
Complying with REIT requirements may force us to forgo or liquidate otherwise attractive investment opportunities.
To qualify as a REIT, we must ensure that we meet the REIT gross income tests annually and that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities. The remainder of our investment in securities (other than government securities, qualified real estate assets and stock of a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, qualified real estate assets and stock of a TRS) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain debt securities of publicly offered REITs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate assets from our portfolio or not make otherwise attractive investments in order to maintain our qualification as a REIT. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.
Re-characterization of sale-leaseback transactions may cause us to lose our REIT status.
We may purchase properties and lease them back to the sellers of such properties. The Internal Revenue Service could challenge our characterization of certain leases in any such sale-leaseback transactions as “true leases,” which allows us to be treated as the owner of the property for U.S. federal income tax purposes. In the event that any sale-leaseback transaction is challenged and re-characterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or the “income tests” and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, such a recharacterization could cause the amount of our REIT taxable income to be recalculated, which might also cause us to fail to meet the distribution requirement for a taxable year and thus lose our REIT status.
We may incur adverse tax consequences if ARCT III, CapLease, ARCT IV, Cole or CCPT failed to qualify as a REIT for U.S. federal income tax purposes.
The tax years subsequent to and including the fiscal year ended December 31, 2013 remain open to examination by the major taxing jurisdictions to which the OP, the General Partner, American Realty Capital Trust III, Inc. (“ARCT III”), CapLease, Inc. (“CapLease”), American Realty Capital Trust IV, Inc., (“ARCT IV”), Cole Real Estate Investments, Inc. (“Cole”) and Cole Credit Property Trust, Inc. (“CCPT”) are subject. If any of ARCT III, CapLease, ARCT IV, Cole or CCPT failed to qualify as a REIT for U.S. federal income tax purposes at any time prior to such entity’s merger with us, we may inherit significant tax liabilities and could fail to qualify as a REIT.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of our capital stock.
In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect our taxation and our ability to qualify as a REIT or the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Our stockholders are urged to consult with their tax advisor
with respect to the impact of recent legislation on their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.
Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a regular corporation. As a result, our charter provides the Board of Directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. The Board of Directors has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our stockholders.
Non-U.S. stockholders may be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax upon the disposition of our shares.
Gain recognized by a non-U.S. stockholder upon the sale or exchange of our common stockCommon Stock generally will not be subject to U.S. federal income taxation unless such stock constitutes a “U.S. real property interest” (“USRPI”) under the Foreign Investment in Real Property Tax Act of 1980 (the “FIRPTA”). Our common stockCommon Stock will not constitute a USRPI so long as we are a “domestically-controlled qualified investment entity.entity,” A domestically-controlled qualified investment entitywhich includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT’s stock is held directly or indirectly by non-U.S. stockholders. WeWhile we believe that we are a domestically-controlled qualified investment entity. However, becauseentity, our common stockCommon Stock is and will be publicly traded, and so no assuranceassurances can be given that we are or will be a domestically-controlled qualified investment entity.
given. Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges our common stock,Common Stock, gain arising from such a sale or exchange would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if: (a) our common stockCommon Stock is “regularly traded,” as defined by applicable Treasury regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 10% or less of our common stockCommon Stock at any time during the five-year period ending on the date of the sale. WeWhile we anticipate that our shares will be “regularly traded” on an established securities market for the foreseeable future, although, no assurance can be given that this will be the case. We encourage you to consult your tax advisor to determine the tax consequences applicable to you if you are a non-U.S. stockholder.
Our property taxes could increase due to property tax rate changes or reassessment, which would impact our cash flows.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially. If the property taxes we pay increase and if any such increase is not reimbursable under the terms of our lease, then our cash flows will be impacted, and our ability to pay expected distributions to our stockholders and unitholders could be adversely affected.
The share ownership restrictions of the Internal Revenue Code for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in our shares of stock and restrict our 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 our 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 our shares of stock under this requirement. Additionally, at least 100 persons must beneficially own our 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 we meet these tests, among other purposes, our charter restricts the acquisition and ownership of our shares of stock.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT while we so qualify.REIT. Unless exempted by the Board, of Directors, for so long as we qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our 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 our 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 our 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 our 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 our 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 stockCommon Stock or otherwise be in the best interest of our stockholders.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principalThe Company is the lessee for our corporate offices are located at 2325 E. Camelback Road, Suite 1100, Phoenix, Arizona 85016. We have additional office space, including our corporate headquarters, which is located in New York, New York; Orlando, Florida; Alpharetta, Georgia; Austin, Texas, Washington, D.C.; Los Angeles, California; and Glenview, Illinois. We lease all of these offices, other than our office space in Glenview, Illinois, which was acquired in 2013. We believe these properties we own and lease are suitable for our operations for the foreseeable future.
Phoenix, Arizona. As of December 31, 2017, omitting the Excluded Property,2019, the Company owned 4,0913,858 operating properties comprising 94.489.5 million square feet of retail and commercial space located in 49 states and Puerto Rico, and Canada,of which includes properties owned through consolidated joint ventures. The rentable space at these properties99.1% was 98.8% leased with a weighted-average remaining lease term of 9.5 years.8.3 years, which includes the pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures and omits the square feet of one redevelopment property. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Real Estate Portfolio Metrics for a discussion of the properties we hold for rental operations and Schedule III – Real Estate and Accumulated Depreciation for a detailed listing of such properties. Item 3. Legal Proceedings.
The information contained under the heading “Litigation” in “Note 1410 –Commitments and Contingencies” to our consolidated financial statements is incorporated by reference into this Part I, Item 3. Except as set forth therein, as of the end of the period covered by this Annual Report on Form 10-K, we are not a party to, and none of our properties are subject to, any material pending legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Effective July 31, 2015, we transferred the listing of the General Partner’s common stockCommon Stock and Series F Preferred Stock to the NYSE from NASDAQ Global Select Market. The General Partner’s common stockCommon Stock and Series F Preferred Stock trade under the trading symbols “VER” and “VER“VER PRF,” respectively.
Stock Price Performance Graph
Set forth below is a line graph comparing the cumulative total stockholder return on the General Partner’s common stock,Common Stock, based on the market price of the common stockCommon Stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts All Equity REITs Index (“FTSE NAREIT All Equity REITs”) and the S&P 500 Index (“S&P 500”) for the period commencing December 31, 20122014 and ending December 31, 2017.2019. The graph assumes an investment of $100 on December 31, 2012.2014.
The graph above and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. In addition, the stock price performance in the graph above is not indicative of future stock price performance.
Stock Price and Distributions
For each quarter indicated, the following table reflects the respective high and low sales prices for the General Partner’s common stock as quoted by the NYSE, as applicable, and the dividend or distribution declared per share of common stock or OP Unit by the General Partner or the Operating Partnership, respectively, in each such period:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | First Quarter 2016 | | Second Quarter 2016 | | Third Quarter 2016 | | Fourth Quarter 2016 | | First Quarter 2017 | | Second Quarter 2017 | | Third Quarter 2017 | | Fourth Quarter 2017 |
| High | | $ | 8.92 |
| | $ | 10.14 |
| | $ | 11.09 |
| | $ | 10.35 |
| | $ | 9.12 |
| | $ | 8.94 |
| | $ | 8.75 |
| | $ | 8.57 |
|
| Low | | $ | 6.68 |
| | $ | 8.67 |
| | $ | 9.76 |
| | $ | 7.99 |
| | $ | 8.18 |
| | $ | 7.44 |
| | $ | 7.90 |
| | $ | 7.64 |
|
| | | | | | | | | | | | | | | | | |
Dividends or distributions declared on common stock or OP Units (1) | | $ | 0.1375 |
| | $ | 0.1375 |
| | $ | 0.1375 |
| | $ | 0.1375 |
| | $ | 0.1375 |
| | $ | 0.1375 |
| | $ | 0.1375 |
| | $ | 0.1375 |
|
| |
(1) | The dividend that the General Partner pays on its common stock is equal to the distributions that the Operating Partnership makes on its OP Units pursuant to the terms of the LPA. However, the Operating Partnership did not make distributions in respect of a substantial portion of the outstanding OP Units held by its limited partners beginning on October 15, 2015 and continuing through January 16, 2018 when the dividend on the General Partner’s common stock was paid, as further discussed in “Note 16 - Equity” in our consolidated financial statements. |
On February 21, 2018,25, 2020, the Company’s boardBoard of directorsDirectors declared a quarterly cash dividend of $0.1375 per share of common stockCommon Stock (equaling an annualized dividend rate of $0.55 per share) for the first quarter of 20182020 to stockholders of record as of March 30, 2018,31, 2020, which will be paid on April 16, 2018.15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit.
On February 25, 2020, the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock as of April 1, May 1, and June 1, 2020, which will be paid on April 15, May 15, and June 15, 2020, respectively. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month.
Our future distributions may vary and will be determined by the General Partner’s Board of Directors based upon the circumstances prevailing at the time, including our financial condition, operating results, estimated taxable income and REIT distribution requirements, and may be adjusted at the discretion of the Board.Board of Directors.
As of February 20, 2018,21, 2020, the General Partner had approximately 3,7003,245 registered stockholders of record of its common stock.Common Stock. This figure does not reflect the beneficial ownership of shares held in nominee name. There is no established trading market for the Operating Partnership's OP Units. As of February 20, 2018,21, 2020, there were 2914 record holders of the OP Units.
Recent Sales of Unregistered Securities
During 2019, the year ended December 31, 2017,Operating Partnership redeemed an aggregate of 37,108 Series F Preferred Units for 37,108 shares of Series F Preferred Stock. Additionally, the Company did not redeem anyGeneral Partner issued an aggregate of 130,291 shares of Common Stock in redemption of 130,291 Limited Partner OP Units for(which refers to OP Units issued to parties other than the General Partner). These shares of Series F Preferred Stock and Common Stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the General Partner's common stock.Securities Act, based upon factual representations received from the limited partners who received the shares of Series F Preferred Stock and Common Stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table shows the amount of securities remaining available for future issuance under our equity compensation plans as of December 31, 2017:2019:
|
| | | | | | | | | |
Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights | | Securities Available For Future Issuance Under Equity Compensation Plans (1)
|
Equity compensation plans approved by security holders | | — |
| | — |
| | 91,295,800 |
|
Equity compensation plans not approved by security holders | | — |
| | — |
| | — |
|
Total | | — |
| | — |
| | 91,295,800 |
|
|
| | | | | | | | | | |
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | Securities Available For Future Issuance Under Equity Compensation Plans (1) (excluding securities reflected in column (a)) (c) |
| Equity compensation plans approved by security holders | | 5,362,030 |
| | $ | 7.57 |
| | 96,679,922 |
|
| Equity compensation plans not approved by security holders | | — |
| | — |
| | — |
|
| Total | | 5,362,030 |
| | $ | 7.57 |
| | 96,679,922 |
|
| |
| (1) | TheRepresents the total number of shares of common stockCommon Stock reserved for the issuance of equity incentive awards under our equity-based compensation plans. Shares available under the Equity Plan isare equal to 10.0% of the total number of issued and outstanding shares of our common stockCommon Stock (on a fully diluted basis assuming the redemption of all OP Units for shares of common stock)Common Stock) at any time. As such, the number of shares available for issuance under the Equity Plan changes automatically with changes in the total number of outstanding shares of common stock,Common Stock, outstanding OP Units, and dilutive securities. See “Note 16 –13– Equity-based Compensation to our consolidated financial statements for a discussion of the Company’s equityequity-based compensation plans.
|
Repurchases of Equity Securities
|
| | | | | | | |
| Period | | Total Number of Shares/ Units Redeemed (1) | | Redemption Price Per Share/Unit |
| October 1, 2019 - October 31, 2019 | | — |
| | $ | — |
|
| November 1, 2019 - November 30, 2019 | | — |
| | — |
|
| December 1, 2019 - December 31, 2019 | | 8,000,000 |
| | 25.00 |
|
| Total | | 8,000,000 |
| | $ | 25.00 |
|
| |
| (1) | During the three months ended December 31, 2019, the Company redeemed an aggregate of 8.0 million shares of its Series F Preferred Stock. |
We are authorized to repurchase shares of the General Partner’s common stockCommon Stock to satisfy employee withholding tax obligations related to stock-based compensation. During the year ended December 31, 2017, the General Partner and the Operating Partnershipfourth quarter of 2019, there were no repurchased the following shares of common stock andCommon Stock or corresponding OP Units that were issued to the General Partner, respectively,made in order to satisfy the minimum tax withholding obligation for state and federal payroll taxes onas all employee stock awards:restricted shares of Common Stock (“Restricted Shares”) had previously vested during the year ended December 31, 2019.
|
| | | | | | | | | | | | | | | |
| Period | | Total Number of Shares/ Units Purchased | | Weighted Average Price Paid Per Share/Unit | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | |
| October 1, 2017 - October 31, 2017 | | 26,462 |
| | 8.41 |
| (1) | — |
| | — |
| |
| November 1, 2017 - November 30, 2017 | | 413 |
| | 8.07 |
| (1) | — |
| | — |
| |
| December 1, 2017 - December 31, 2017 | | 6,752 |
| | 7.79 |
| (1) | — |
| | — |
| |
| Total | | 33,627 |
| | $ | 8.28 |
| | — |
|
| $ | — |
| |
| |
(1) | With respect to these shares/units, the price paid per share/unit is based on the weighted average closing price on the respective vesting date. |
There were also no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the fourth quarter of 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price of $5.6 million under the 2018 Share Repurchase Program. See Note 13– Equity-based Compensation for further discussion of the share repurchase programs.
Item 6. Selected Financial Data.
The following selected financial data should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and “ItemItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations appearing elsewhere in this Annual Report on Form 10-K. Prior periods have been reclassified to conform to current presentation, as discussed in “Note 2 – Summary of Significant Accounting Policies”Policies to our consolidated financial statements. The selected financial data (in thousands, except share and per share amounts) presented below was derived from our consolidated financial statements:
|
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | 2017 | | 2016 | | 2015 | | 2014 (1) | | 2013 (1) |
| Balance sheet data: | | | | | | | | | | |
| Total real estate investments, at cost | | $ | 15,615,375 |
| | $ | 15,584,442 |
| | $ | 16,784,721 |
| | $ | 18,292,560 |
| | $ | 7,459,142 |
|
| Total assets | | $ | 14,705,578 |
| | $ | 15,587,574 |
| | $ | 17,405,866 |
| | $ | 20,427,136 |
| | $ | 7,747,494 |
|
| Total debt, net | | $ | 6,073,444 |
| | $ | 6,367,248 |
| | $ | 8,059,802 |
| | $ | 10,425,778 |
| | $ | 4,286,619 |
|
| Total liabilities | | $ | 6,662,702 |
| | $ | 6,968,041 |
| | $ | 8,691,907 |
| | $ | 11,044,806 |
| | $ | 5,248,967 |
|
| Temporary equity | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 269,299 |
|
| Total equity | | $ | 8,042,876 |
| | $ | 8,619,533 |
| | $ | 8,713,959 |
| | $ | 9,382,330 |
| | $ | 2,229,228 |
|
| | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2014 (1) | | 2013 (1) |
| Operating data: | | | | | | | | | | |
| Total revenues | | $ | 1,252,285 |
| | $ | 1,335,447 |
| | $ | 1,441,135 |
| | $ | 1,375,699 |
| | $ | 329,323 |
|
| Impairments | | 50,548 |
| | 182,820 |
| | 91,755 |
| | 100,547 |
| | 3,346 |
|
| Total other operating expenses | | 945,484 |
| | 963,598 |
| | 1,059,590 |
| | 1,315,951 |
| | 659,721 |
|
| Operating income (loss) | | 256,253 |
| | 189,029 |
| | 289,790 |
| | (40,799 | ) | | (333,744 | ) |
| Total other expenses, net | | (259,412 | ) | | (304,304 | ) | | (351,882 | ) | | (398,947 | ) | | (171,876 | ) |
| Gain (loss) on disposition of real estate and real estate assets held for sale, net | | 61,536 |
| | 45,524 |
| | (72,311 | ) | | (277,031 | ) | | — |
|
| Provision for income taxes | | (6,882 | ) | | (7,136 | ) | | (4,589 | ) | | (7,313 | ) | | (2,195 | ) |
| Income (loss) from continuing operations | | 51,495 |
| | (76,887 | ) | | (138,992 | ) | | (724,090 | ) | | (507,815 | ) |
| Loss from discontinued operations, net of income taxes | | (19,117 | ) | | (123,937 | ) | | (184,500 | ) | | (286,822 | ) | | — |
|
| Net income (loss) | | 32,378 |
| | (200,824 | ) | | (323,492 | ) | | (1,010,912 | ) | | (507,815 | ) |
Net (income) loss attributable to non-controlling interests(2) | | (560 | ) | | 4,961 |
| | 7,139 |
| | 33,727 |
| | 16,316 |
|
| Net income (loss) attributable to General Partner | | $ | 31,818 |
| | $ | (195,863 | ) | | $ | (316,353 | ) | | $ | (977,185 | ) | | $ | (491,499 | ) |
| | | | | | | | | | | |
| Cash flow data: | | | | | | | | | | |
| Net cash flows provided by operating activities | | $ | 793,267 |
| | $ | 797,948 |
| | $ | 859,695 |
| | $ | 502,887 |
| | $ | 11,918 |
|
| Net cash flows (used in) provided by investing activities | | $ | (274,106 | ) | | $ | 881,637 |
| | $ | 941,417 |
| | $ | (2,527,726 | ) | | $ | (4,541,718 | ) |
| Net cash flows (used in) provided by financing activities | | $ | (756,595 | ) | | $ | (1,506,985 | ) | | $ | (2,151,604 | ) | | $ | 2,415,555 |
| | $ | 4,295,604 |
|
| | | | | | | | | | | |
| Per share data: | | | | | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.02 | ) | | $ | (0.16 | ) | | $ | (0.23 | ) | | $ | (1.01 | ) | | $ | (2.41 | ) |
| Basic and diluted net loss per share from discontinued operations attributable to common stockholders | | (0.02 | ) | | (0.13 | ) | | (0.20 | ) | | (0.35 | ) | | — |
|
| Basic and diluted net loss per share attributable to common stockholders | | $ | (0.04 | ) | | $ | (0.29 | ) | | $ | (0.43 | ) | | $ | (1.36 | ) | | $ | (2.41 | ) |
Weighted-average number of shares of common stock outstanding - basic (3) | | 974,098,652 |
| | 931,422,844 |
| | 903,360,763 |
| | 793,150,098 |
| | 205,341,431 |
|
| Cash dividends declared per common share | | $ | 0.55 |
| | $ | 0.55 |
| | $ | 0.28 |
| | $ | 1.08 |
| | $ | 0.91 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
| Balance sheet data: | | | | | | | | | | |
| Total real estate investments, at cost | | $ | 14,843,870 |
| | $ | 15,604,839 |
| | $ | 15,615,375 |
| | $ | 15,584,442 |
| | $ | 16,784,721 |
|
| Total assets | | $ | 13,280,680 |
| | $ | 13,963,493 |
| | $ | 14,705,578 |
| | $ | 15,587,574 |
| | $ | 17,405,866 |
|
| Total debt, net | | $ | 5,705,725 |
| | $ | 6,087,922 |
| | $ | 6,073,444 |
| | $ | 6,367,248 |
| | $ | 8,059,802 |
|
| Total liabilities | | $ | 6,437,402 |
| | $ | 6,663,349 |
| | $ | 6,662,702 |
| | $ | 6,968,041 |
| | $ | 8,691,907 |
|
| Total equity | | $ | 6,843,278 |
| | $ | 7,300,144 |
| | $ | 8,042,876 |
| | $ | 8,619,533 |
| | $ | 8,713,959 |
|
| | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
| Operating data: | | | | | | | | | | |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
| | $ | 1,335,447 |
| | $ | 1,441,135 |
|
Litigation and non-routine costs, net (1) | | (815,422 | ) |
| (290,963 | ) |
| (47,960 | ) |
| (3,884 | ) |
| (33,628 | ) |
| Impairments | | (47,091 | ) |
| (54,647 | ) |
| (50,548 | ) |
| (182,820 | ) |
| (91,755 | ) |
| Total other operating expenses | | (689,317 | ) |
| (834,644 | ) |
| (897,524 | ) |
| (959,714 | ) |
| (1,025,962 | ) |
| Total gain (loss) on dispositions and assets held for sale | | 292,647 |
| | 94,331 |
| | 61,536 |
| | 45,524 |
| | (72,311 | ) |
| Interest and other expenses, net | | (280,895 | ) | | (258,568 | ) | | (259,412 | ) | | (304,304 | ) | | (351,882 | ) |
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) | | (7,136 | ) | | (4,589 | ) |
| (Loss) income from continuing operations | | (307,106 | ) |
| (91,725 | ) | | 51,495 |
| | (76,887 | ) |
| (138,992 | ) |
Income (loss) from discontinued operations, net of income taxes (2) | | — |
| | 3,695 |
| | (19,117 | ) | | (123,937 | ) | | (184,500 | ) |
| Net (loss) income | | (307,106 | ) |
| (88,030 | ) | | 32,378 |
| | (200,824 | ) | | (323,492 | ) |
Net loss (income) attributable to non-controlling interests (3) | | 6,753 |
| | 2,256 |
| | (560 | ) | | 4,961 |
| | 7,139 |
|
| Net (loss) income attributable to General Partner | | $ | (300,353 | ) |
| $ | (85,774 | ) | | $ | 31,818 |
| | $ | (195,863 | ) | | $ | (316,353 | ) |
| | | | | | | | | | | |
| Cash flow data: | | | | | | | | | | |
| Net cash flows (used in) provided by operating activities | | $ | (107,603 | ) | | $ | 493,914 |
| | $ | 793,267 |
| | $ | 797,948 |
| | $ | 859,695 |
|
| Net cash flows provided by (used in) investing activities | | $ | 613,218 |
| | $ | 151,119 |
| | $ | (274,106 | ) | | $ | 881,637 |
| | $ | 941,417 |
|
| Net cash flows used in financing activities | | $ | (525,398 | ) | | $ | (655,406 | ) | | $ | (756,595 | ) | | $ | (1,506,985 | ) | | $ | (2,151,604 | ) |
| | | | | | | | | | | |
| Per share data: | | | | | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) | | $ | (0.16 | ) | | $ | (0.23 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | — |
| | 0.00 |
| | (0.02 | ) | | (0.13 | ) | | (0.20 | ) |
Basic and diluted net loss per share attributable to common stockholders (4) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) | | $ | (0.29 | ) | | $ | (0.43 | ) |
Weighted-average number of shares of Common Stock outstanding - basic and diluted (5) | | 998,139,969 |
| | 969,092,268 |
| | 974,098,652 |
| | 931,422,844 |
| | 903,360,763 |
|
| Cash dividends declared per common share | | $ | 0.55 |
| | $ | 0.55 |
| | $ | 0.55 |
| | $ | 0.55 |
| | $ | 0.28 |
|
| |
| (1) | The Company’sCompany's operations were impacted by significant mergers with real estate businesses during these periods.litigation and investigations prompted by the results of the Audit Committee Investigation beginning in 2014 through 2019. |
| |
| (2) | On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. Substantially all of the Cole Capital segment is reflected in the financial statements as discontinued operations. |
| |
| (3) | Represents incomeloss or lossincome attributable to limited partners and consolidated joint venture partners. |
| |
(3)(4) | Amounts may not total due to rounding. |
| |
| (5) | For all periods presented, the effect of certain unvested Restricted Shares or unvested restricted stock units (“Restricted Stock Units”), stock options (“Stock Options”) and OP Units outstanding long-term incentive plan units of the Operating Partnership (“LTIP Units”), unvested restricted shares or units and convertible preferred shares were excluded from the weighted-average share calculation as the effect would be anti-dilutive.antidilutive. During the year ended December 31, 2019, all Restricted Shares vested. |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations.
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. We make 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 our 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 the section in this report entitled “Risk Factors”.” Overview
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has 4,0913,858 retail, restaurant, office and industrial operating properties with an aggregate 94.489.5 million rentable square feet, of which 98.8%99.1% was leased as of December 31, 2017,2019, with a weighted-average remaining lease term of 9.58.3 years.
Prior to the fourth quarter of 2017, we operated through two business segments, our real estate investment segment and our investment management segment, Cole Capital, which sponsored and managed non-listed real estate investment trusts. On November 13, 2017, we entered into the Cole Capital Purchase and Sale Agreement to sell substantially all of the Cole Capital segment. The sale closed on February 1, 2018. Substantially all of the Cole Capital segment is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. See Note 5 —Discontinued Operations, for further information on the sale of Cole Capital.
Effective January 1, 2017, we determined that adjusted funds from operations (“AFFO”), a non-GAAP measure, and our real estate portfolio and economic metrics, should exclude the impact of properties owned by the Company for the month beginning with the date that (i) the properties’ related mortgage loan is in default and (ii) management decides to transfer the properties to the lender in connection with settling the mortgage note obligation, and ending with the disposition date ("Excluded Properties"), to better reflect our ongoing operations. Excluded Properties during the year ended December 31, 2017, were two vacant office properties and five industrial properties, two of which were vacant. Excluded Properties at December 31, 2017, included one vacant industrial property, comprised of 307,275 square feet, which secured a mortgage note payable, with debt outstanding of $16.2 million. The Company did not update data presented for prior periods for this change as it determined the impact on our prior periods was immaterial.
Our Business Environment and Current Outlook
Current conditions in the global capital markets remain volatile as the world’s economic growth has been affected by geopolitical and economic events. In the United States, the overall economic environment continued to improve in 2017. During 2017, the U.S. real gross domestic product increased 2.3%, the unemployment rate decreased 0.6 percentage points to 4.1%, and Core CPI, a measure of inflation which removes food & energy prices and is seasonally adjusted, increased 1.8%, as compared to the same period a year earlier.
Economic trends and government policies affect global and regional commercial real estate markets as well as our operations directly. These include: overall economic activity and employment growth, interest rate levels, the cost and availability of credit and the impact of tax and regulatory policies.
Critical Accounting Policies and Significant Accounting Estimates
Our accounting policies have been established to conform with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different assumptions or estimates that may impact comparability of our results of operations to those of companies in similar businesses. We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in “Note 2 – Summary of Significant Accounting Policies”Policies to our consolidated financial statements.
Goodwill Impairment
In connection with prior mergers, we recorded goodwill as a result of the merger consideration exceeding the net assets acquired. We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. We adopted ASU 2017-04, Intangibles – Goodwill and Others (Topic 350): Simplifyinghave the Test for Goodwill Impairment (“ASU 2017-04”), which simplifiesoption to first assess qualitative factors to determine whether it is necessary to perform the measurement ofquantitative goodwill impairment by eliminating Step 2 fromtest. As part of the goodwill impairment test (comparingannual qualitative assessment performed during the impliedfourth quarter of each year, we evaluate relevant events and circumstances that affect the fair value of goodwill with theor carrying amount of goodwill). The risks and uncertainties involved in applying the principles related to goodwill impairment include,value including, but are not limited to, the following:
Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets.
Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.
Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows.
Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.
Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
Sustained decrease in share price (both in absolute terms and relative to peers).
We estimateperformed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the qualitative analysis, we believe that it is more-likely-than-not that the fair value using discounted cash flows and relevant competitor multiples.
We monitor factors that may impactis greater than the fair value including market comparable company multiples, interest rates and global economic conditions.
We use a combined income and market approach in evaluations for potential impairment, which requires management to make key assumptions related to revenue growth rate, cash flow assumptions, discount rate and selection of comparable companies.
See “Note 9 – Fair Value Measures” for discussion regarding our sensitivity analysis performed around these assumptions.carrying value. As such, no further testing was performed.
Real Estate Investment Impairment
We invest in real estate assets and subsequently monitor those investments quarterly for impairment, including the review of real estate properties subject to direct financing leases. Additionally, we record depreciation and amortization related to our investments. The risks and uncertainties involved in applying the principles related to real estate investments include, but are not limited to, the following:
The estimated useful lives of our depreciable assets affect the amount of depreciation and amortization recognized on our investments.
The review of impairment indicators and subsequent determination of the undiscounted future cash flows could require us to reduce the value of assets and recognize an impairment loss.
The fair value of held for sale assets is estimated by management. This estimated value could result in a reduction of the carrying value of the asset.
The evaluation of real estate assets for potential impairment requires our management to exercise significant judgment and make certain key assumptions. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of our tenants.
Changes in assumptions based on actual resultsrelated to management’s intent to sell or lease the real estate assets used to develop the forecasted cash flows may have a material impact on the Company’sour financial results.
Loans Held for Investment Impairment
We evaluate loans held for investment on a quarterly basis. As a first step in the notes receivable impairment process, we must determine, based on current information and events, if it is probable that we will be unable to collect the amounts due in accordance with the loan agreement. The risks and uncertainties involved in applying the principles related to notes receivable include, but are not limited to, the following:
Evaluating the financial condition and other current obligations of the borrower involves judgment in assessing their liquidity and financial stability.
Allocation of Purchase Price of Real Estate Assets
In connection with our acquisition of properties, we allocate the purchase price to the tangible and intangible assets and
liabilities acquired based on their respective estimated fair values. Tangible assets consist of land, buildings, fixtures and tenant improvements. Intangible assets consist of above- and below- market lease values and the value of in-place leases. Our purchase price allocations are developed utilizing third-party appraisal reports, industry standards and management experience. The risks and uncertainties involved in applying the principles related to purchase price allocations include, but are not limited to, the following:
The value allocated to land as opposed to buildings, fixtures and tenant improvements affects the amount of depreciation expense we record. If more value is attributed to land, depreciation expense is lower than if more value is attributed to buildings, fixtures and tenant improvements;improvements.
Intangible lease assets and liabilities can be significantly affected by estimates, including market rent, lease term including renewal options at rental rates below estimated market rental rates, carrying costs of the property during a hypothetical expected lease-up period, and current market conditions and costs, including tenant improvement allowances and rent concessions; andconcessions.
We determine whether any financing assumed is above- or below- market based upon comparison to similar financing terms for similar investment properties.
Income Taxes
As a REIT, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its shareholders as long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains), with the exception of its TRS entities. However, the General Partner, including its TRS entities, and the Operating Partnership are still subject to certain state and local income and franchise taxes in the various jurisdictions in which they operate.
We provide for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The risks and uncertainties involved in applying the principles related to income taxes include, but are not limited to, the following:
Our calculations related to income taxes contain uncertainties due to judgment used to calculate tax liabilities in the application of complex tax laws and regulations across the tax jurisdictions where we operate;
We file income tax returns in the U.S. federal jurisdiction, the Canadian federal jurisdiction and various state and local jurisdictions, and are subject to routine examinations by the respective tax authorities. We may be challenged upon review by the applicable taxing authorities, and positions we have taken may not be sustained; and
The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are described in “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements.
Operating Highlights and Key Performance Indicators
20172019 Activity
Operations
Acquired controlling financial interests in 8866 commercial properties and three land parcels for an aggregate purchase price of $748.8$403.6 million, which includes $3.3$2.3 million of external acquisition-related expenses that were capitalized and 22 properties acquired in a nonmonetary exchange.capitalized.
Disposed of 137201 properties, including the sale of six consolidated properties relinquished byto the Industrial Partnership and one property sold through a foreclosure, or deed-in-lieu of foreclosure transactions, for an aggregate gross sales price of $594.9$1.2 billion, of which the Company’s share was $1.1 billion, resulting in proceeds of $1.1 billion after closing costs. The Company recorded a gain of $293.9 million related to the sales.
Entered into agreements to settle outstanding litigation and reached an agreement on the material terms of a negotiated resolution relating to the SEC’s investigation pertaining to the findings of the Audit Committee Investigation, among other things.
Recorded $10.5 million of which our share was $574.4 million, resultingrestructuring expenses related to reorganization of business related to the termination of the Services Agreement in consolidated proceeds2019 and the sale of $445.5 million after a mortgage loan assumption and closing costs, including 15 properties disposed ofthe Company’s investment management segment, Cole Capital, in connection with a nonmonetary exchange.2018.
Debt
Total secured debt decreased by$579.9 million,Reduced the capacity under the Revolving Credit Facility from $2.7$2.0 billion to $2.1$1.5 billion.
Closed 2017 Bond Offering of $600.0Entered into interest rate swap agreements with an aggregate $900.0 million and repaid all ofnotional amount to hedge interest rate volatility.
Due to an improvement in the outstanding borrowings under our $500.0Company’s credit rating during the fourth quarter, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and the interest rate spread on the Revolving Credit Facility was reduced by 20 bps to LIBOR + 1.00%.
Entered into forward starting interest rate swaps with a total notional amount of $400.0 million. The swaps are structured to hedge our interest rate risk associated with anticipated issuance of 10-year public debt.
The Company’s 2019 Senior Notes matured and the principal outstanding balance of $750.0 million, plus accrued and unpaid interest thereon, was repaid utilizing borrowings under the Credit Facility Term Loan.
The Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 2029 Senior Notes.
The Company’s 2021 Senior Notes consisting of $400.0 million aggregate principal amount were redeemed, and the principal plus accrued and unpaid interest thereon was repaid.
Repurchased $80.7 million of the 2020 Convertible Notes.
| |
| • | Total secured debt decreased by$388.1 million, from $1.9 billion to $1.5 billion. |
Equity
Completed a public equity offering of 94.3 million shares of Common Stock for net proceeds, after underwriting discounts and offering expenses, of $886.9 million.
Aggregate shares issued under the continuous equity offering programs totaled 14.1 million at a weighted average price per share of $9.18, for gross proceeds of $129.1 million.
Redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends.
Declared a quarterly dividend of $0.1375 per share of common stockCommon Stock for each quarter of 2017,2019, representing an annualized dividend rate of $0.55 per share.
Entered into a purchase and sale agreement to sell substantially all of Cole Capital.
Real Estate Portfolio Metrics
In managing our portfolio, we are committed to diversification by property type, tenant, geography and industry. Below is a summary of our operating property type diversification and our top ten concentrations as of December 31, 2017,2019, based on annualized rental income of $1.2 billion,$1.1 billion.
| |
| (1) | Includes redevelopment property, billboards, land and parking lots. |
Our financial performance is influenced by the timing of acquisitions and dispositions and the operating performance of our real estateoperating properties. The following table shows the property statistics of our operating properties excluding properties owned through our unconsolidated joint ventures as of December 31, 2017, 20162019 and 2015:2018:
| | | | | 2017 (1) | | 2016 | | 2015 | | 2019 | | 2018 |
| Portfolio Metrics | | |
| Operating properties | | 4,091 | | 4,142 | | 4,435 | | 3,858 | | 3,994 |
Rentable square feet (in millions) | | 94.4 | | 93.3 | | 99.6 | | 89.5 | | 95.0 |
Economic occupancy rate (2) | | 98.8% | | 98.3% | | 98.6% | |
Investment-grade tenants (3) | | 39.6% | | 41.2% | | 42.5% | |
Economic occupancy rate (1)(2) | | | 99.1% | | 98.8% |
Investment-grade tenants (1)(3) | | | 38.6% | | 41.9% |
| |
| (1) | OmitsAs of December 31, 2019, rentable square feet, economic occupancy rate and annualized rental income include the impact, if any,Company’s pro rata share of square feet and annualized rental income from the Excluded Properties.Company’s unconsolidated joint ventures. As of December 31, 2019, rentable square feet and economic occupancy rate exclude one redevelopment property. |
| |
| (2) | Economic occupancy rate equals the sum of square feet leased (including space subject to month-to-month agreements) divided by totalrentable square feet. |
| |
| (3) | Based on annualized rental income of our real estate portfolio as of December 31, 2019, 2018 and 2017, respectively. Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Financial Services LLC or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc. The ratings may reflect those assigned by Standard & Poor’s Financial Services LLC or Moody’s Investor Service, Inc. to the lease guarantor or the parent company, as applicable. |
The following table shows the economic metrics of our operating properties excluding properties owned through our unconsolidated joint ventures, as of December 31, 2017, 20162019 and 2015:2018:
| | | | | 2017 (1) | | 2016 | | 2015 | | 2019 | | 2018 |
| Economic Metrics | | |
Weighted-average lease term (in years) (2)(1) | | 9.5 | | 9.9 | | 10.6 | | 8.3 | | 8.9 |
Lease rollover (2)(3): | | |
Lease rollover: (1)(2) | | |
| Annual average | | 4.8% | | 4.3% | | 3.8% | | 6.9% | | 5.5% |
| Maximum for a single year | | 7.3% | | 7.4% | | 4.5% | | 10.9% | | 7.2% |
| |
| (1) | Omits the impact, if any, of the Excluded Properties. |
| |
(2) | Based on annualized rental income of our real estate portfolio as of December 31, 2017.2019, 2018 and 2017, respectively. As of December 31, 2019, includes the Company’s pro rata share of annualized rental income from the Company’s unconsolidated joint ventures. |
| |
(3)(2) | Through the end of the next five years as of the respective reporting date. |
Operating Performance
In addition, management uses the following financial metrics to assess our operating performance (dollar amounts in thousands, except per share amounts). Data presented includes both continuing operations, which primarily represent the Company's real estate operations, and discontinued operations, which represent substantially all of Cole Capital, except as otherwise indicated.
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 |
| Financial Metrics | | | | | | | | | | |
Revenues (1) |
| $ | 1,252,285 |
| | $ | 1,335,447 |
| | $ | 1,441,135 |
| |
Operating income (1) |
| $ | 256,253 |
| | $ | 189,029 |
| | $ | 289,790 |
| |
| Income (loss) from continuing operations |
| $ | 51,495 |
| | $ | (76,887 | ) | | $ | (138,992 | ) | |
| Loss from discontinued operations, net of income taxes | | $ | (19,117 | ) | | $ | (123,937 | ) | | $ | (184,500 | ) | |
Rental revenue (1) | |
| $ | 1,237,234 |
| | $ | 1,257,867 |
|
| (Loss) income from continuing operations | |
| $ | (307,106 | ) | | $ | (91,725 | ) |
| Income (loss) from discontinued operations, net of income taxes | | | $ | — |
| | $ | 3,695 |
|
| | | | | | | | | | | |
Loss from continuing operations attributable to common stockholders per diluted share (2) | | $ | (0.02 | ) | | $ | (0.16 | ) | | $ | (0.23 | ) | |
Loss from discontinued operations attributable to common stockholders per diluted share (2) | | (0.02 | ) | | (0.13 | ) | | (0.20 | ) | |
Net loss attributable to common stockholders per diluted share (2) | | $ | (0.04 | ) | | $ | (0.29 | ) | | $ | (0.43 | ) | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | | $ | (0.37 | ) | | $ | (0.17 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | | — |
| | 0.00 |
|
Basic and diluted net loss per share attributable to common stockholders (2) | | | $ | (0.37 | ) | | $ | (0.16 | ) |
| | | | | | | | | | | |
FFO attributable to common stockholders and limited partners from continuing operations (3) | | $ | 672,225 |
| | $ | 737,353 |
| | $ | 769,666 |
| | $ | (138,372 | ) | | $ | 434,371 |
|
FFO attributable to common stockholders and limited partners from discontinued operations (3) | | (19,117 | ) | | (123,937 | ) | | (184,500 | ) | | — |
| | 3,695 |
|
FFO attributable to common stockholders and limited partners (3) |
| $ | 653,108 |
| | $ | 613,416 |
| | $ | 585,166 |
|
| $ | (138,372 | ) | | $ | 438,066 |
|
| | | | | | | | | | | |
AFFO attributable to common stockholders and limited partners from continuing operations (3) | | $ | 702,556 |
| | $ | 723,354 |
| | $ | 770,567 |
| | $ | 706,935 |
| | $ | 710,688 |
|
AFFO attributable to common stockholders and limited partners from discontinued operations (3) | | 36,213 |
| | 18,103 |
| | 11,491 |
| | — |
| | 3,202 |
|
AFFO attributable to common stockholders and limited partners (3) |
| $ | 738,769 |
| | $ | 741,457 |
| | $ | 782,058 |
|
| $ | 706,935 |
| | $ | 713,890 |
|
| | | | | | | | | | | |
AFFO attributable to common stockholders and limited partners from continuing operations per diluted share (3) | | $ | 0.70 |
| | $ | 0.76 |
| | $ | 0.83 |
| | $ | 0.69 |
| | $ | 0.72 |
|
AFFO attributable to common stockholders and limited partners from discontinued operations per diluted share (3) | | 0.04 |
| | 0.02 |
| | 0.01 |
| | — |
| | 0.00 |
|
AFFO attributable to common stockholders and limited partners per diluted share (3) | | $ | 0.74 |
| | $ | 0.78 |
| | $ | 0.84 |
| | $ | 0.69 |
| | $ | 0.72 |
|
| |
| (1) | Represents continuing operations as presented on the statementstatements of operations in accordance with U.S. GAAP. |
| |
| (2) | Amounts may not total due to rounding. See “Note 18Note 16 –Net Income (Loss) Per Share/Unit”Unit for calculation of net (loss) income (loss) per share. |
| |
| (3) | See the “Non-GAAP Measures” section below for descriptions of our non-GAAP measures and reconciliations to the most comparable U.S. GAAP measure. |
Property Financing
Our mortgage notes payable consisted of the following as of December 31, 2017, 20162019 and 20152018 (dollar amounts in thousands):
|
| | | | | | | | | | | | | |
| | | Encumbered Properties | | Outstanding Loan Amount | | Weighted Average
Effective Interest Rate (1)(2) | | Weighted Average Maturity (3) |
December 31, 2017 (4) | | 471 |
| | $ | 2,054,838 |
| | 4.88 | % | | 4.1 |
|
| December 31, 2016 | | 619 |
| | $ | 2,629,949 |
| | 4.95 | % | | 4.6 |
|
| December 31, 2015 | | 654 |
| | $ | 3,039,882 |
| | 5.08 | % | | 5.1 |
|
|
| | | | | | | | | | | | | |
| | | Encumbered Properties | | Outstanding Loan Amount | | Weighted Average
Effective Interest Rate (1)(2) | | Weighted Average Maturity (3) |
December 31, 2019 (4) | | 355 |
| | $ | 1,529,057 |
| | 5.05 | % | | 2.8 |
|
| December 31, 2018 | | 459 |
| | $ | 1,917,132 |
| | 4.93 | % | | 3.4 |
|
| |
| (1) | Mortgage notes payable have fixed rates or are fixed by way of interest rate swap arrangements. Effective interest rates ranged from 2.8% to 6.0% at December 31, 2019, 3.1% to 6.1% at December 31, 2018, and 3.1% to 7.2% at December 31, 2017, 2.00% to 7.75% at December 31, 2016, and 3.10% to 10.68% at December 31, 2015.2017. |
| |
| (2) | Weighted average effective interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate would increase as specified in the respective loan agreement until the extended maturity date. |
| |
| (3) | Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. |
| |
| (4) | Omits mortgage notes associated with unconsolidated joint ventures of $269.3 million, which is non-recourse to the Excluded Property and the related outstanding loan amount of $16.2 million andCompany. The mortgage notes have a weighted-average fixed interest rate of 9.48%.3.57% and mature on June 6, 2024. |
Future Lease Expirations
The following is a summary of lease expirations for the next 10 years and beyond at the operating properties we owned as of December 31, 20172019 (dollar amounts and square feet in thousands):
| | | Year of Expiration | | Number of Leases
Expiring (1) | | Square Feet | | Square Feet as a % of Total Portfolio | | Annualized Rental Income Expiring | | Annualized Rental Income Expiring as a % of Total Portfolio | | Number of Leases
Expiring (1) | | Square Feet | | Square Feet as a % of Total Portfolio | | Annualized Rental Income Expiring | | Annualized Rental Income Expiring as a % of Total Portfolio |
| 2018 | | 150 |
| | 2,173 |
| | 2.3 | % | | $ | 26,924 |
| | 2.3 | % | |
| 2019 | | 171 |
| | 2,769 |
| | 2.9 | % | | 45,237 |
| | 3.9 | % | |
| 2020 | | 218 |
| | 3,935 |
| | 4.2 | % | | 42,621 |
| | 3.7 | % | | 154 |
| | 2,982 |
| | 3.4 | % | | $ | 33,486 |
| | 3.0 | % |
| 2021 | | 188 |
| | 10,523 |
| | 11.1 | % | | 84,081 |
| | 7.3 | % | | 179 |
| | 8,510 |
| | 9.6 | % | | 78,469 |
| | 7.1 | % |
| 2022 | | 287 |
| | 9,380 |
| | 9.9 | % | | 80,416 |
| | 7.0 | % | | 243 |
| | 8,015 |
| | 9.0 | % | | 74,995 |
| | 6.7 | % |
| 2023 | | 247 |
| | 6,036 |
| | 6.4 | % | | 75,240 |
| | 6.5 | % | | 288 |
| | 6,202 |
| | 6.8 | % | | 76,927 |
| | 6.9 | % |
| 2024 | | 174 |
| | 9,060 |
| | 9.6 | % | | 105,547 |
| | 9.1 | % | | 254 |
| | 10,013 |
| | 11.3 | % | | 120,825 |
| | 10.9 | % |
| 2025 | | 266 |
| | 4,197 |
| | 4.4 | % | | 60,209 |
| | 5.2 | % | | 241 |
| | 4,569 |
| | 5.0 | % | | 60,565 |
| | 5.4 | % |
| 2026 | | 248 |
| | 8,779 |
| | 9.3 | % | | 84,535 |
| | 7.3 | % | | 223 |
| | 7,970 |
| | 8.9 | % | | 76,442 |
| | 6.9 | % |
| 2027 | | 367 |
| | 7,661 |
| | 8.1 | % | | 103,552 |
| | 9.0 | % | | 350 |
| | 6,983 |
| | 7.9 | % | | 98,175 |
| | 8.8 | % |
| 2028 | | | 307 |
| | 5,902 |
| | 6.6 | % | | 70,492 |
| | 6.3 | % |
| 2029 | | | 140 |
| | 5,440 |
| | 6.1 | % | | 53,488 |
| | 4.8 | % |
| Thereafter | | 1,009 |
| | 28,812 |
| | 30.6 | % | | 446,194 |
| | 38.7 | % | | 683 |
| | 22,125 |
| | 24.5 | % | | 368,355 |
| | 33.2 | % |
| Total | | 3,325 |
| | 93,325 |
| | 98.8 | % | | $ | 1,154,556 |
| | 100.0 | % | | 3,062 |
| | 88,711 |
| | 99.1 | % | | $ | 1,112,219 |
| | 100.0 | % |
| |
| (1) | The Company has certain leases comprised of multiple properties. |
Results of Operations
Prior to the fourth quarter of 2017,On February 1, 2018, the Company operated through two business segments,completed the real estate investment segment and thesale of its investment management segment, Cole Capital. On November 13, 2017, the Company entered into a purchase and sale agreement to sell substantially all of the Cole Capital, segment. The sale closed on February 1, 2018. Substantially all of the Cole Capital segmentwhich is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. The Company'sCompany’s continuing operations represent primarily those of the real estate investment segment. Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for a discussion of 2017 items and a comparison of the years ended December 31, 2018 and 2017.
Rental IncomeRevenue
The table below sets forth, for the periods presented, rental incomerevenue information and the dollar amount change year over year (dollar amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2017 vs 2016
Increase/(Decrease) | | 2016 vs 2015
Increase/(Decrease) |
| Rental income | | $ | 1,154,147 |
| | $ | 1,229,992 |
| | $ | 1,342,507 |
| | $ | (75,845 | ) | | $ | (112,515 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2019 vs 2018
Increase/(Decrease) |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | (20,633 | ) |
2017 vs 2016 – The decrease in rental incomerevenue of $75.8$20.6 million during the year ended December 31, 20172019 as compared to the year ended December 31, 2016same period in 2018 was primarily due to the disposition of 438 consolidated properties subsequentreal estate dispositions, partially offset by real estate acquisitions. Subsequent to January 1, 2016.
2016 vs 2015 – Rental revenue decreased $112.52018, the Company acquired 118 occupied properties for an aggregate purchase price of $904.3 million during the year ended December 31, 2016,and disposed of which $105.6 million was due to the disposition of 529351 consolidated properties subsequent to January 1, 2015. The decrease was also due tofor an increase in tenant vacancies, particularly Ovation Brands, Inc., which filed for chapter 11 bankruptcy on March 7, 2016 (the “Ovation Bankruptcy”).aggregate sales price of $1.6 billion.
Operating Expenses
The table below sets forth, for the periods presented, certain operating expense information and the dollar amount change year over year (dollar amounts in thousands):
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2017 vs 2016
Increase/(Decrease) | | 2016 vs 2015
Increase/(Decrease) | | 2019 | | 2018 | | 2019 vs 2018
Increase/(Decrease) |
| Acquisition-related | | $ | 3,402 |
| | $ | 1,321 |
| | $ | 6,243 |
| | $ | 2,081 |
| | $ | (4,922 | ) | | $ | 4,337 |
| | $ | 3,632 |
| | $ | 705 |
|
| Litigation, merger and other non-routine costs, net of insurance recoveries | | 47,960 |
| | 3,884 |
| | 33,628 |
| | 44,076 |
| | (29,744 | ) | |
| Litigation and non-routine costs, net | | | 815,422 |
| | 290,963 |
| | $ | 524,459 |
|
| Property operating | | 128,717 |
| | 144,428 |
| | 130,855 |
| | (15,711 | ) | | 13,573 |
| | 129,769 |
| | 126,461 |
| | $ | 3,308 |
|
| General and administrative | | 58,603 |
| | 51,927 |
| | 67,137 |
| | 6,676 |
| | (15,210 | ) | | 62,711 |
| | 63,933 |
| | $ | (1,222 | ) |
| Depreciation and amortization | | 706,802 |
| | 762,038 |
| | 821,727 |
| | (55,236 | ) | | (59,689 | ) | | 481,995 |
| | 640,618 |
| | $ | (158,623 | ) |
| Impairments | | 50,548 |
|
| 182,820 |
| | 91,755 |
| | (132,272 | ) | | 91,065 |
| | 47,091 |
| | 54,647 |
| | $ | (7,556 | ) |
| Restructuring | | | 10,505 |
| | — |
| | $ | 10,505 |
|
| Total operating expenses | | $ | 996,032 |
| | $ | 1,146,418 |
| | $ | 1,151,345 |
| | $ | (150,386 | ) | | $ | (4,927 | ) | | $ | 1,551,830 |
| | $ | 1,180,254 |
| | $ | 371,576 |
|
Acquisition-Related Expenses
Subsequent to the adoption of ASU 2017-01 as discussed in “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements, acquisition-relatedAcquisition-related expenses consist primarily of allocated internal salaries allocatedrelated to acquisition-related activitiestime spent on acquiring commercial properties and costs incurred for deals that were not consummated.associated with unconsummated deals.
2017 vs 2016 - The increase of $2.1Litigation and non-routine costs, net
Litigation and non-routine costs, net increased $524.5 million in acquisition-related expenses forduring the year ended December 31, 2017,2019 as compared to the same period in 20162018. The increase was primarily due to ana $587.0 million increase in allocated internal salaries resulting from time spent on acquiring commercial properties during the year ended December 31, 2017. The Company resumed property acquisitions in the fourth quarter of 2016 and acquired 88 properties and three land parcels for an aggregate purchase price of $748.8litigation settlement costs to $820.2 million during the year ended December 31, 2017.
2016 vs 2015 - The Company acquired an interest in eight commercial properties for a purchase price of $100.22019 as compared to $233.2 million during the year ended December 31, 2016 as compared with the acquisition of 16 properties for an aggregate purchase price of $36.3 million during the year ended December 31, 2015. The decrease in acquisition related expenses of $4.9 million during the year
ended December 31, 2016 was due to a decrease in costs incurred for deals that were not consummated and fewer properties acquired in 2016.
Litigation, Merger and Other Non-routine Costs, Net of Insurance Recoveries
2017 vs 2016 - The increase of $44.1 million during the year ended December 31, 2017 as compared to the same period in 2016 was due2018, which related to an increaselitigation filed as a result of $25.2 million in legal fees incurred related tothe findings of the Audit Committee Investigation and related litigation and investigations during the year ended December 31, 2017 as compared to the same period in 2016. Additionally, the Company recognized $21.2Investigation. This increase was offset by $48.4 million of insurance recoveries during the year ended December 31, 2016, of which $10.5 millionreceived pursuant to a settlement and release agreement with certain insurance carriers, related to litigation resulting from prior mergers and $10.7 million related tofiled as a result of the Audit Committee Investigation and related litigation and investigations. No insurance recoveries were recognized during the year ended December 31, 2017 related to the litigation resulting from prior mergers.
2016 vs 2015 - The decrease of $29.7 million during the year ended December 31, 2016 was primarily due to a $20 million decrease in legal fees incurred for litigation arising from the resultsfindings of the Audit Committee Investigation and $26.5 million of other recoveries related litigationto the surrender of Limited Partner OP Units by the Former Manager and investigations. Additionally, the Company recognized insurance recoveriescertain of $21.2 million during the year ended December 31, 2016its principals as compared to $11.4 milliondescribed in 2015.Note 12 – Equity.
Property Operating Expenses and Operating Expense Reimbursements
The table below sets forth, for the periods presented, the property operating expenses, net of operating expense reimbursements, and the dollar amount change year over year (dollar amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, | | |
| | | 2017 | | 2016 | | 2015 | | 2017 vs 2016
Increase/(Decrease) | | 2016 vs 2015
Increase/(Decrease) |
| Property operating expenses | | $ | 128,717 |
| | $ | 144,428 |
| | $ | 130,855 |
| | $ | (15,711 | ) | | $ | 13,573 |
|
| Less: Operating expense reimbursements | | 98,138 |
| | 105,455 |
| | 98,628 |
| | (7,317 | ) | | 6,827 |
|
| Property operating expenses, net of operating expense reimbursements | | $ | 30,579 |
|
| $ | 38,973 |
| | $ | 32,227 |
| | $ | (8,394 | ) | | $ | 6,746 |
|
2017 vs 2016 – Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non-reimbursable property expenses. Operating expense reimbursement revenue represents reimbursements for such costs that are reimbursable by the tenants per their respective leases. The decreaseincrease in net property operating expenses of $8.4$3.3 million during the year ended December 31, 20172019 as compared to the same period in 20162018 was primarily due to additional reimbursable ground rent recorded in conjunction with the dispositionadoption of vacant propertiesAccounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”) on January 1, 2019 and certain properties subject to double-net or modified gross leases.
2016 vs 2015 – The net increase of $6.7 million during the year ended December 31, 2016 was primarily due to an increase in tenant vacancies, particularly related to Ovation Brands, Inc., which filed for Chapter 11 bankruptcy on March 7, 2016.reimbursable operating expenses, offset by the net impact of property dispositions and acquisitions.
General and Administrative Expenses
2017 vs 2016 – The increasedecrease in general and administrative expenses of $6.7$1.2 million during the year ended December 31, 20172019 as compared to the same period in 20162018 was primarily due to an increase of $6.8 million of compensationa decrease in insurance expenses and benefits, including equity based compensation.bank fees.
2016 vs 2015 – Depreciation and Amortization Expenses
The decrease in depreciation and amortization expenses of $15.2$158.6 million during the year ended December 31, 2016 was primarily due to a decrease of $8.2 million in consulting and other professional fees in 2016. Additionally, during the year ended December 31, 2016, accounting fees decreased $2.1 million, primarily due to the work performed during the first quarter of 2015 in connection with the restatements, and legal fees decreased $2.7 million, primarily due to costs incurred in 2015 related to strategic, tax and regulatory matters.
Depreciation and Amortization Expenses
2017 vs 2016 – The decrease of $55.2 million during the year ended December 31, 20172019 as compared to the same period in 20162018 was primarily due to furniture and fixtures that were fully depreciated during 2018, as they had reached the dispositionend of 438 consolidated properties subsequent to January 1, 2016. The Company also recorded $50.5 milliontheir useful lives, and $182.8 million of impairment charges on real estate investments during the years ended December 31, 2017 and 2016, respectively, which reduced the carrying value being depreciated and amortized.dispositions, partially offset by real estate acquisitions.
2016 vs 2015 – The decrease
Impairments
Impairments of $59.7$47.1 million recorded during the year ended December 31, 2016 primarily related2019 relate to certain office, retail and restaurant properties that, during 2019, management identified for potential sale or determined, based on discussions with the disposition of 529 consolidated properties subsequentcurrent tenants, would not be re-leased by the tenant and the Company believes the property will not be leased to January 1, 2015. The Company also recorded $182.8 million and $91.8 million of impairment charges on real estate investments duringanother tenant at a rental rate that supports the current book value.
Restructuring Expenses
During the year ended December 31, 2016 and 2015, respectively, which reduced2019, the carrying value being depreciated and amortized.
Impairments
2017 vs 2016 – The decrease in impairmentsCompany recorded $10.5 million of $132.3 million during the year ended December 31, 2017 as comparedrestructuring expenses related to the same period in 2016 was primarily due to a decrease inreorganization of the number of properties impaired from 153 duringbusiness after the year ended December 31, 2016 to 69 properties during the year ended December 31, 2017. In addition, the decrease was also due to management identifying certain properties for potential sale as part of its portfolioinvestment management strategysegment, Cole Capital, and cessation of services performed pursuant to reduce exposure to office properties during the year ended December 31, 2016 as well as the Ovation Bankruptcy during 2016.Services Agreement.
2016 vs 2015 – The increase in impairments of $91.1 million during the year ended December 31, 2016 was primarily due to management identifying certain propertiesOther Income, Provision for potential sale as part of its portfolio management strategy to reduce exposure to office properties, as well as the Ovation Bankruptcy.
Other (Expense) Income Taxes and Income Tax (Provision) Benefit and Loss(Loss) from Discontinued Operations
The table below sets forth, for the periods presented, certain financial information and the dollar amount change year over year (dollar amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2017 vs 2016
Increase/(Decrease) | | 2016 vs 2015
Increase/(Decrease) |
| Interest expense | | $ | (289,766 | ) | | $ | (317,376 | ) | | $ | (358,392 | ) | | $ | (27,610 | ) | | $ | (41,016 | ) |
| Gain (loss) on extinguishment and forgiveness of debt, net | | 18,373 |
| | (771 | ) | | 4,812 |
| | 19,144 |
| | (5,583 | ) |
| Other income, net | | 6,242 |
| | 5,251 |
| | 9,366 |
| | 991 |
| | (4,115 | ) |
| Reserve for loan loss | | — |
| | — |
| | (15,300 | ) | | — |
| | 15,300 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,763 |
| | 9,783 |
| | 9,092 |
| | (7,020 | ) | | 691 |
|
| Gain (loss) on derivative instruments, net | | 2,976 |
| | (1,191 | ) | | (1,460 | ) | | 4,167 |
| | 269 |
|
| Gain (loss) on disposition of real estate and real estate assets held for sale, net | | 61,536 |
| | 45,524 |
| | (72,311 | ) | | 16,012 |
| | 117,835 |
|
| Provision for income taxes | | (6,882 | ) | | (7,136 | ) | | (4,589 | ) | | (254 | ) | | 2,547 |
|
| Loss from discontinued operations, net of income taxes | | (19,117 | ) | | (123,937 | ) | | (184,500 | ) | | 104,820 |
| | 60,563 |
|
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2019 vs 2018
Increase/(Decrease) |
| Interest expense | | $ | (278,574 | ) | | $ | (280,887 | ) | | $ | 2,313 |
|
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | $ | (23,270 | ) |
| Other income, net | | 12,971 |
| | 15,090 |
| | $ | (2,119 | ) |
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | $ | 749 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | $ | 198,316 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | $ | 839 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | $ | (3,695 | ) |
Interest Expense
2017 vs 2016 – The decrease in interest expense of $27.6$2.3 million during the year ended December 31, 20172019 as compared to 2016the same period in 2018 was primarily due to the repaymenta decrease in average debt outstanding.
(Loss) Gain on Extinguishment and Forgiveness of the Credit Facility Term LoanDebt, Net
The loss on extinguishment and forgiveness of $500.0 million and a $579.9 million reduction of secured debt, partially offset by the issuance of $600.0 million of unsecured notes and net borrowings on the revolving credit facility of $185.0 million.
2016 vs 2015 – The decrease of $41.0was $17.9 million during the year ended December 31, 2016 was primarily2019 as compared to the gain on extinguishment and forgiveness of debt, net of $5.4 million for the same period in 2018. During the year ended December 31, 2019, the Company recognized losses on extinguishment of debt related to the redemption of $400.0 million of the 2021 Senior Notes, prepayments of mortgage notes payable, and the repurchase of $80.7 million of the 2020 Convertible Notes, offset by a resultgain on the foreclosure sale of one property. During the year ended December 31, 2018, the Company recognized a gain related to one deed-in-lieu of foreclosure transaction with the lender of a mortgage loan, which was secured by one property.
Other Income, Net
The decrease in the total outstanding debt balance from $8.1 billion asother income, net of December 31, 2015 to $6.4 billion as of December 31, 2016, largely due to the repayment of all outstanding borrowings under the revolving credit facility, repayment of $0.5 billion of the Credit Facility Term Loan, as well as reducing secured debt with proceeds from the public equity offering and property dispositions.
Gain (Loss) on Extinguishment and Forgiveness of Debt, Net
2017 vs 2016 – The increase of $19.1$2.1 million during the year ended December 31, 20172019 as compared to the same period in 2016 was primarily a result of three mortgage loans settled by foreclosure or deed-in-lieu of foreclosure for which the Company recognized a gain on forgiveness of debt of $20.5 million, with no comparable gains resulting from foreclosure or deed-in-lieu of foreclosure during the same period in 2016.
2016 vs 2015 – During the year ended December 31, 2016, the Company recorded a loss of $0.8 million in relation to the write-off of deferred financing costs and net premiums consisting of losses relating to the early extinguishment of our 2017 Senior Notes of $13.2 million and the prepayment of a portion of the Credit Facility Term Loan of $4.3 million, as well as the 2016 Term Loan of $2.6 million, as discussed in “Note 10 – Debt” to our consolidated financial statements. These losses were partially offset by a gain on forgiveness of debt of $19.1 million related to a mortgage loan settled by foreclosure. During the year ended December 31, 2015, the Company recorded a gain on forgiveness of debt of $4.8 million related to the foreclosure of one property.
Other Income, Net
2017 vs 2016 – The increase of $1.0 million during the year ended December 31, 2017 as compared to the same period in 20162018 was primarily due to post-closing adjustments, of $1.6a $5.1 million recordedgain in accordance with2018 from measuring the purchaseCompany’s investments in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and sale agreement duringCole Credit Property Trust V, Inc. (“CCPT V”) at fair value after the year ended December 31, 2016investments were no longer accounted for using the equity method and a $4.8 million payment received in 2018 related to a multi-tenant asset portfolio sale completedfully reserved loan receivable recorded in 2014,other income, offset by a decrease$4.2 million of payments received in interest income2019 related to the Company’s investment securitiesbankruptcy claims related to two prior tenants and mortgage notes receivable of $0.6 million.
2016 vs 2015 – The decrease of $4.1a $2.2 million during the year ended December 31, 2016 as comparedloss in 2018 related to the same period in 2015 was primarily a result of a decrease in disposition fees earned from 1031 real estate programs of $3.8 million.
Reserve for Loan Loss
The reserve for loan loss of $15.3 million for the year ended December 31, 2015 related to an unsecured note from RCS Capital Corporation in connection with the unconsummated sale of Cole Capital. During the three months ended December 31, 2015, the Company assessed the collectability of the note, determined it was unlikely to be repaid and recorded the reserve equal to the carrying value of the note.six commercial mortgage-backed securities.
Equity in Income and Gain on Disposition of Unconsolidated Entities
2017 vs 2016 – The decrease of $7.0 million during the year ended December 31, 2017 as compared to the same periodincrease in 2016 was primarily the result of a gain of $10.2 million recognized on the disposition of one unconsolidated joint venture owning one property in 2016, with no comparable gain in 2017.
2016 vs 2015 – Equityequity in income (loss) and gain on disposition of unconsolidated entities increasedof $0.7 million during the year ended December 31, 2016 as compared to 2015. During the year ended December 31, 2016, the Company recorded a gain of $10.2 million related to the disposition of one property, comprising 343 million square feet of office space, owned by an unconsolidated joint venture. During the year ended December 31, 2015, the Company recorded a gain of $6.7 million related to the disposition of its interest in one consolidated joint venture, whose only assets consisted of investments in three unconsolidated joint ventures that owned three properties, comprising 752 million square feet of retail space. During the years ended December 31, 2016 and 2015, the Company recognized $0.9 million and $2.3 million of net income, respectively, from the unconsolidated joint ventures. The Company recorded equity in loss related to its investments in the Cole REITs of $1.3 million during the year ended December 31, 2016, as compared to equity in income of $0.1 million during the year ended December 31, 2015.
Gain (Loss) on Derivative Instruments, Net
2017 vs 2016 – The $4.2 million increase during the year ended December 31, 20172019 as compared to the same period in 2016,2018, was primarily a result of the termination of six interest rate swaps in connection with the early repayment of the outstanding borrowings under our Credit Facility Term Loan, as discussed in Note 11 –Derivatives and Hedging Activities to our consolidated financial statements, which resulted in a gain of $1.1 million as compared to a loss of $3.3 million in 2016.
2016 vs 2015 – The decrease during the year ended December 31, 2016, is due to the termination of two interest rate swaps in connection with the early repayment of a portion of the Credit Facility Term Loan, which resulted in a loss of $3.3 million, offset by an increaseCompany’s investment in the fair value of the Company’s interest rate swaps.Industrial Partnership.
Gain (Loss) on Disposition of Real Estate and Real Estate Assets Held Forfor Sale, Net
2017 vs 2016 –
The increase in gain on disposition of real estate and real estate assets held for sale, assets, net of $16.0$198.3 million during the year ended December 31, 20172019 as compared to the same period in 2016,2018, was due to the Company’s disposition of 131200 properties, excluding six properties transferredone property conveyed to thea lender in either a deed-in-lieu of foreclosure or foreclosure sale transaction, for an aggregate sales price of $594.9 million$1.2 billion which resulted in a gain of $64.7$293.9 million during the year ended December 31, 2017,2019, as compared to the disposaldisposition of 301148 properties, excluding one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate sales price of $1.1 billion$526.4 million during the same period in 2016 for2018, which resulted in a gain of $50.6 million, which included $28.8 million of goodwill allocation related to the sales.$96.2 million. During the year ended December 31, 2017,2019, the Company also recognized a loss of $3.1$1.3 million related to assets classified as held for sale, as compared to a loss of $5.1$1.9 million during the same period in 2016.2018.
2016 vs 2015 – During the year ended December 31, 2016, the change of $117.8 million from a net loss on dispositions of real estate to a net gain was due to the Company’s disposition of 301 properties for an aggregate sales price of $1.1 billion, which resulted in an aggregate gain of $50.6 million, as compared to the disposal of 228 properties for an aggregate sales price of $1.4 billion during the same period in 2015 for a loss of $69.1 million. During the year ended December 31, 2016, the Company also recorded a loss of $5.1 million related to assets classified as held for sale, as compared to a loss of $3.2 million during the same period in 2015.
Provision for Income Taxes
2017 vs 2016 – The consolidated provision for income taxes of $6.9 million for the year ended December 31, 2017 as compared to a provision of $7.1 million for the same period in 2016 reflects an overall decrease in expense attributable to higher state taxes in 2016 and tax on net income from properties held in and sold by a TRS in 2016, which were partially offset by tax on the gain on the saleconsists of certain Canadian properties in 2017.state, local and federal income and franchise taxes.
2016 vs 2015 – The increase of $2.5 million is primarily due to the 2014 accrued state tax expense exceeding actual expenses incurred, resulting in a decrease to the provision for income taxes during the year ended December 31, 2015.
LossIncome (Loss) from Discontinued Operations, Net of Income Taxes
2017 vs 2016 – During the fourth quarter of 2017, the Company entered into a purchase and sale agreement to sell substantially all of the Cole Capital segment. The decreasechange in lossincome (loss) from discontinued operations, net of $104.8income taxes of $3.7 million during the year ended December 31, 20172019 as compared to the same period in 2018 was primarily due to decreases in impairmentthe completion of goodwill of $120.9 million, in general and administrative expenses of $18.8 million and in amortization of intangible assets of $11.7 million, partially offset by the loss recognized on classification as held for sale of $20.0 million and an increase in the provision for income taxes of $24.7 million. Revenues, net of reallowed fees and commissions increased $1.8 million for the year ended December 31, 2017, as compared to the year ended December 31, 2016.
2016 vs 2015 – The decrease in loss from discontinued operations of $60.6 million during the year ended December 31, 2016 was primarily due to a decrease in impairment of intangible assets and goodwill of $92.4 million, offset by a decrease in the benefit from income taxes.company’s investment management segment, Cole Capital, on February 1, 2018.
Non-GAAP Measures
Our results are presented in accordance with U.S. GAAP. We also disclose certain non-GAAP measures, as discussed further below. Management uses these non-GAAP financial measures in our internal analysis of results and believes these measures are useful to investors for the reasons explained below. These non-GAAP financial measures should not be considered as substitutes for any measures derived in accordance with U.S. GAAP.
Funds from Operations and Adjusted Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”Nareit”), an industry trade group, has promulgated a supplemental performance measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. FFO is not equivalent to our net income or loss as determined under U.S. GAAP.
NAREITNareit defines FFO as net income or loss computed in accordance with U.S. GAAP excludingadjusted for gains or losses from disposition of property, depreciation and amortization of real estate assets, and impairment write-downs on depreciable real estate, including theand our pro rata share of FFO adjustments forrelated to unconsolidated partnerships and joint ventures. We calculatedcalculate FFO in accordance with NAREIT’sNareit’s definition described above.
In addition to FFO, we use adjusted funds from operations (“AFFO”) as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company. AFFO, as defined by the Company, excludes from FFO non-routine items such as acquisition-related expenses, litigation merger and other non-routine costs, net, of insurance recoveries, held for sale loss on disposition of discontinued operations, net revenue or expense earned or incurred that is related to the Services Agreement, gains or losses on sale of investment securities or mortgage notes receivable, payments on fully reserved loan receivables and legal settlements and insurance recoveries not in the ordinary course of business.restructuring expenses. We also exclude certain non-cash items such as impairments of goodwill and intangible assets, straight-line rent, net of bad debt expense related to straight-line rent, net direct financing lease adjustments, gains or losses on derivatives, reserves for loan loss, gains or losses on the extinguishment or forgiveness of debt, non-current portion of the tax benefit or expense, equity-based compensation and amortization of intangible assets, deferred financing costs, premiums and discounts on debt and investments, above-market lease assets and below-market lease liabilities. Effective January 1, 2017, we determined toWe omit the impact of the Excluded Properties and related non-recourse mortgage notes from FFO to calculate AFFO. We did not adjust AFFO during the years prior to January 1, 2017 as the impact was immaterial. Management believes that excluding these costs from FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. AFFO allows for a comparison of the performance of our operations with other publicly-traded REITs, as AFFO, or an equivalent measure, is routinely reported by publicly-traded REITs, and we believe often used by analysts and investors for comparison purposes.
For all of these reasons, we believe FFO and AFFO, in addition to net income (loss), as defined by U.S. GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time. However, not all REITs calculate FFO and AFFO the same way, so comparisons with other REITs may not be meaningful. FFO and AFFO should not be considered as alternatives to net income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, NAREIT,Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate AFFO and its use as a non-GAAP financial performance measure.
The table below presents FFO and AFFO for the years ended December 31, 2017, 20162019 and 20152018 (in thousands, except share and per share data) and includes both continuing operations, which primarily represent the Company's real estate operations, and discontinued operations, which represent substantially all of Cole Capital. Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for a discussion of 2017 items.
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Net income (loss) | | $ | 32,378 |
| | $ | (200,824 | ) | | $ | (323,492 | ) |
| Dividends on non-convertible preferred stock | | (71,892 | ) | | (71,892 | ) | | (71,892 | ) |
| (Gain) loss on disposition of real estate assets and interests in unconsolidated joint ventures, net | | (61,536 | ) | | (55,722 | ) | | 65,582 |
|
| Depreciation and amortization of real estate assets | | 703,133 |
| | 756,315 |
| | 817,469 |
|
| Impairment of real estate | | 50,548 |
| | 182,820 |
| | 91,755 |
|
| Proportionate share of adjustments for unconsolidated entities | | 477 |
| | 2,719 |
| | 5,744 |
|
| FFO attributable to common stockholders and limited partners | | 653,108 |
| | 613,416 |
| | 585,166 |
|
| Acquisition-related expenses | | 3,402 |
| | 1,321 |
| | 6,243 |
|
| Litigation, merger and other non-routine costs, net of insurance recoveries | | 51,762 |
| | 3,884 |
| | 33,628 |
|
| Impairment of goodwill and intangible assets | | — |
| | 120,931 |
| | 213,339 |
|
| Held for sale loss on discontinued operations | | 20,027 |
| | — |
| | — |
|
| Reserve for loan loss | | — |
| | — |
| | 15,300 |
|
| Legal settlements | | — |
| | — |
| | (1,250 | ) |
| Gain on early repayment of mortgage notes receivable and sale of investment securities | | (65 | ) | | — |
| | (65 | ) |
| (Gain) loss on derivative instruments, net | | (2,976 | ) | | 1,191 |
| | 1,460 |
|
| Amortization of premiums and discounts on debt and investments, net | | (4,616 | ) | | (14,693 | ) | | (19,183 | ) |
| Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities | | 5,366 |
| | 5,396 |
| | 4,522 |
|
| Net direct financing lease adjustments | | 2,093 |
| | 2,264 |
| | 2,037 |
|
| Amortization and write-off of deferred financing costs | | 24,536 |
| | 28,063 |
| | 33,998 |
|
| Amortization of management contracts | | 14,514 |
| | 26,171 |
| | 25,903 |
|
Deferred and other tax expense (benefit) (1) | | 8,671 |
| | (10,136 | ) | | (52,242 | ) |
| (Gain) loss on extinguishment and forgiveness of debt, net | | (18,373 | ) | | 771 |
| | (4,812 | ) |
| Straight-line rent, net of bad debt expense related to straight-line rent | | (44,903 | ) | | (54,190 | ) | | (82,398 | ) |
| Equity-based compensation | | 16,751 |
| | 10,728 |
| | 14,500 |
|
| Other amortization and non-cash charges | | 2,566 |
| | 5,296 |
| | 3,840 |
|
| Proportionate share of adjustments for unconsolidated entities | | 378 |
| | 1,044 |
| | 2,072 |
|
| Adjustments for Excluded Properties | | 6,528 |
| | — |
| | — |
|
| AFFO attributable to common stockholders and limited partners | | $ | 738,769 |
| | $ | 741,457 |
| | $ | 782,058 |
|
| | | | | | | |
| Weighted-average shares of common stock outstanding - basic | | 974,098,652 |
| | 931,422,844 |
| | 903,360,763 |
|
Effect of Limited Partner OP Units and dilutive securities(2) | | 24,059,312 |
| | 24,626,646 |
| | 26,013,303 |
|
Weighted-average shares of common stock outstanding - diluted (3) | | 998,157,964 |
| | 956,049,490 |
| | 929,374,066 |
|
| | | | | | | |
AFFO attributable to common stockholders and limited partners per diluted share | | $ | 0.74 |
|
| $ | 0.78 |
| | $ | 0.84 |
|
|
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) |
| Dividends on non-convertible preferred stock | | (68,488 | ) | | (71,892 | ) |
| Gain on disposition of real estate assets and interests in unconsolidated joint ventures, net | | (292,654 | ) | | (95,034 | ) |
| Depreciation and amortization of real estate assets | | 480,064 |
| | 637,097 |
|
| Impairment of real estate | | 47,091 |
| | 54,647 |
|
| Proportionate share of adjustments for unconsolidated entities | | 2,721 |
| | 1,278 |
|
| FFO attributable to common stockholders and limited partners | | (138,372 | ) | | 438,066 |
|
| Acquisition-related expenses | | 4,337 |
| | 3,632 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,309 |
|
| Loss on disposition and held for sale loss on discontinued operations | | — |
| | 1,815 |
|
| Payments received on fully reserved loans | | (133 | ) | | (4,792 | ) |
| Loss (gain) on investment securities and mortgage notes receivable | | 493 |
| | (4,092 | ) |
| Loss (gain) on derivative instruments, net | | 58 |
| | (355 | ) |
| Amortization of premiums and discounts on debt and investments, net | | (5,312 | ) | | (3,486 | ) |
| Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities | | 2,538 |
| | 4,178 |
|
| Net direct financing lease adjustments | | 1,617 |
| | 2,023 |
|
| Amortization and write-off of deferred financing costs | | 15,464 |
| | 19,166 |
|
Deferred and other tax benefit (1) | | — |
| | (1,855 | ) |
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) |
Straight-line rent, net of bad debt expense related to straight-line rent (2) | | (28,032 | ) | | (39,723 | ) |
| Equity-based compensation | | 12,251 |
| | 12,417 |
|
| Restructuring expenses | | 10,505 |
| | — |
|
| Other adjustments, net | | (773 | ) | | 1,446 |
|
| Proportionate share of adjustments for unconsolidated entities | | (1,005 | ) | | 36 |
|
| Adjustments for Excluded Properties | | (33 | ) | | 465 |
|
| AFFO attributable to common stockholders and limited partners | | $ | 706,935 |
|
| $ | 713,890 |
|
| | | | | |
| Weighted-average shares of Common Stock outstanding - basic | | 998,139,969 |
| | 969,092,268 |
|
Effect of weighted-average Limited Partner OP Units and dilutive securities (3) | | 20,094,822 |
| | 24,145,875 |
|
Weighted-average shares of Common Stock outstanding - diluted (4) | | 1,018,234,791 |
| | 993,238,143 |
|
| | | | | |
| AFFO attributable to common stockholders and limited partners per diluted share | | $ | 0.69 |
|
| $ | 0.72 |
|
| |
| (1) | This adjustment represents the non-current portion of the provision for or benefit from income taxes in order to show only the current portion of the provision for or benefit from income taxes as an impact to AFFO. For the three months ended December 31, 2017, this adjustment is net of a current tax benefit due to the acceleration of a bonus compensation-related deduction to take advantage of the Company’s higher effective tax rate in 2017. As the Company already recognized the prior year bonus compensation-related tax deduction during the three months ended March 31, 2017, the acceleration of the 2018 benefit was not included in the computation of AFFO. |
| |
| (2) | Dilutive securities include unvested restricted sharesUpon adoption of common stockASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and unvested restricted stock units.does not record bad debt expense for uncollectible accounts. |
| |
| (3) | In connection with the Class Action Settlement, the Former Manager and Former CFO surrendered 19.9 million Limited Partner OP Units that were canceled during the three months ended December 31, 2019. Dilutive securities include unvested Restricted Shares, unvested Restricted Stock Units and Stock Options. During the year ended December 31, 2019, all Restricted Shares vested. |
| |
| (4) | Weighted-average shares for all periods presented exclude the effect of the convertible debt as the Company would expect to settle the debt with cash.cash and any shares underlying Restricted Stock Units that are not issuable based on the Company’s level of achievement of certain performance targets through the respective reporting period. |
Liquidity and Capital Resources
General
Our principal liquidity needs for the next twelve months and beyond are to:
fund normal operating expenses;
fund potential capital expenditures, tenant improvements and leasing costscosts;
meet debt service and principal repayment obligations, including balloon payments on maturing debt;
pay dividends;
pay litigation costs and expenses;expenses (including the cost of the SEC settlement); and
fund property and/or common stock acquisitions.
We expect to be able to satisfy these obligations using one or more of the following sources:
cash flow from operations;
proceeds from real estate dispositions;
utilization of the existing line of credit;Revolving Credit Facility;
cash and cash equivalents balance; and
issuance of VEREIT debt and equity securities.
2017 BondCommon Stock Offering
On August 11, 2017,September 26, 2019, the Company closedcompleted the Offering, selling a senior note offering, consistingtotal of $600.094.3 million aggregate principal amountshares of Common Stock, which included the full exercise of the Operating Partnership’s 3.950% Senior Notes due 2027. As discussed in Note 10 –Debt,underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $886.9 million. The Company contributed the Company subsequently used a portion of thenet proceeds from the 2017 Bond Offering to repay borrowings, including swap termination costs and accrued unpaid interest under its $500.0 million Credit Facility Term Loan on August 11, 2017. The Companythe OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s common stock. Subsequent to September 30, 2019, the net proceeds of the Offering were used the remaining proceeds to pay down secured debt.amounts owed in connection with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes.
Common Stock Continuous Equity Offering ProgramPrograms
On September 19, 2016, the Company registered a continuous equity offering program (the “Program”)the Prior Program pursuant to which the Company cancould offer and sell, from time to time, through September 19, 2019 in “at-the-market” offerings or certain other transactions, shares of common stockCommon Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year ended December 31, 2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for net proceeds of $41.8 million. The proceeds from the sale of shares were used for general corporate purposes, including funding potential acquisitions and repurchasing or repaying outstanding indebtedness.
On April 15, 2019, the Company intendsestablished the Current ATM Program, a new continuous equity offering program pursuant to usewhich the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions. The Current ATM Program replaced the Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As of and during the year ended December 31, 2017, no2019, the Company had issued 9.0 million shares under the Current ATM Program, at a weighted average price per share of common stock have been issued pursuant$9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available to be sold under the Current ATM Program.
Share Repurchase ProgramPrograms
On May 12, 2017,3, 2018, the Company’s boardBoard of directors authorizedDirectors terminated its 2018 Share Repurchase Program that permitted the Company to repurchase of up to $200.0 million of the Company’sits outstanding Common Stock over the subsequent 12 months,through May 3, 2019, as market conditions warrant. Duringwarranted. On May 6, 2019, the twelve monthsCompany’s Board of Directors authorized the 2019 Share Repurchase Program that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a specific time or in a specific situation and repurchases are influenced by prevailing market conditions, the trading price of the
Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock.
There were no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the year ended December 31, 2017,2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 68,7590.8 million shares of common stockCommon Stock in multiple open market transactions, at a weighted average share price of $6.95 for $0.5 million.an aggregate purchase price of $5.6 million under the 2018 Share Repurchase Program.
Series F Preferred Stock and Series F Preferred OP Units
During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends.
As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding.
Disposition Activity
As part of our effort to optimize our real estate portfolio by focusing on holding core assets, during the year ended December 31, 2017, we2019, the Company disposed of 137201 properties, andincluding the sale of six consolidated properties transferred to the lender in eitherIndustrial Partnership and one property sold through a deed-in-lieu foreclosure, or foreclosure sale transaction for an aggregate gross sales price of $594.9 million,$1.2 billion, of which our share was $574.4 million,$1.1 billion, resulting in consolidated proceeds of $445.5 million$1.1 billion after mortgage loan assumptionclosing costs and closing costs.contributions to the Industrial Partnership. We expect to continue to explore opportunities to sell additional properties to provide us further financial flexibility and to fund property acquisitions.
Credit Facility
Summary and Obligations
We,On May 23, 2018, the Company, as guarantor, and the Operating Partnership, as borrower, are parties to theentered into a Credit FacilityAgreement with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto.
As of December 31, 2017, the Credit Facility had an outstanding balance of $185.0 million and allowedthereto that allows for maximum borrowings of $2.3$2.9 billion, originally consisting of a $2.0 billion Revolving Credit Facility and a $900.0 million Credit Facility Term Loan. Effective December 27, 2019, the Company reduced its Revolving Credit Facility capacity from $2.0 billion to $1.5 billion. At December 31, 2019, $150.0 million was outstanding under its revolving credit facility, subject to borrowing availability.the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $25.0$50.0 million. The Operating Partnership used a portionAs of the proceeds from the 2017 Bond OfferingDecember 31, 2019, letters of credit outstanding were $3.9 million. Subsequent to repayDecember 31, 2019, all letters of thecredit outstanding borrowings, including swap termination costs and accrued and unpaid interest, under its $500.0 million Credit Facility Term Loan on August 11, 2017.were terminated.
The revolving credit facilityRevolving Credit Facility generally bears interest at an annual rate of London Inter-Bank Offer Rate (“LIBOR”)LIBOR plus 1.00%0.775% to 1.80%1.55% or Base Rate plus 0.00% to 0.80%0.55% (based upon our then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0%, determined on a daily basis. The Credit Facility Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to 1.75%, or Base Rate plus 0.00% to 0.75% (based upon our then current credit rating). In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates.
The Credit Agreement provides for monthly interest payments under the Credit Facility. In the event of default, at the election of a majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility will mature, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The Credit Facility terminates on June 30, 2018, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for a one-year extension option, exercisable at the Company’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions. At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a fee equal to 0.15% to 0.25% per annum (based upon the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the revolving credit facility. In addition, the OP incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees.
Credit Facility Covenants
The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of certain financial covenants. The key financial covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement include maintaining the following:
|
| | |
| Unsecured Credit Facility Key Covenants | | Required |
Minimum tangible net worth | | ≥ $5.5 B |
| Ratio of total indebtedness to total asset value | | ≤ 60% |
| Ratio of adjusted EBITDA to fixed charges | | ≥ 1.5x |
| Ratio of secured indebtedness to total asset value | | ≤ 45% |
| Ratio of unsecured indebtedness to unencumbered asset value | | ≤ 60% |
| Ratio of unencumbered adjusted NOI to unsecured interest expense | | ≥ 1.75x |
Minimum unencumbered asset value | | ≥ $8.0 B |
For the purposes of determining unencumbered asset value, the Company is permitted to include restaurant properties representing up to 30% of its unencumbered asset value in such calculation.
The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of December 31, 2017.
2019.
Corporate Bonds
Summary and Obligations
On February 6, 2019, the Company’s 2019 Senior Notes matured and the principal outstanding balance of $750.0 million, plus accrued and unpaid interest thereon, was repaid, utilizing borrowings under the Credit Facility Term Loan.
On December 4, 2019, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 2029 Senior Notes.
On December 20, 2019, the $400.0 million 2021 Senior Notes were redeemed, and the principal plus accrued and unpaid interest thereon was repaid.
As of December 31, 2017,2019, the OPOperating Partnership had $2.85 billion aggregate principal amount of Senior Notes outstanding. The indenture governing the Senior Notes requires that the Company be in compliance with certain key financial covenants, including maintaining the following:
|
| | |
| Corporate Bond Key Covenants | | Required |
| Limitation on incurrence of total debt | | ≤ 65% |
| Limitation on incurrence of secured debt | | ≤ 40% |
| Debt service coverage ratio | | ≥ 1.5x |
| Maintenance of total unencumbered assets | | ≥ 150% |
There were no changes to the financial covenants of our existing Senior Notes during the year ended December 31, 2017. The covenants of our new Senior Notes issued in 2017 are materially the same as our then existing Senior Notes. As of December 31, 2017,2019, the Company believes that it was in compliance with these financial covenants based on the covenant limits and calculations in place at that time.
Convertible Debt
Summary and Obligations
During the year ended December 31, 2019, the Company repurchased $80.7 million of the 2020 Convertible Notes and paid accrued and unpaid interest thereon. As of December 31, 2017,2019, the Company had $1.0 billion$321.8 million aggregate principal amount of the 2020 Convertible Notes (as defined in Note 10 –Debt).outstanding. The OP has issued corresponding identical convertible notes to the General Partner. There were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of December 31, 2017.2019.
Mortgage Notes Payable and Other Debt
Summary and Obligations
As of December 31, 2017, we2019, the Company had non-recourse mortgage indebtedness of $2.1$1.5 billion, which was collateralized by 472355 properties, reflecting a decrease from December 31, 20162018 of $558.9$388.1 million derived primarily from our disposition activity during the year ended December 31, 2017.2019, primarily related to prepayments of mortgage notes payable. Our mortgage indebtedness bore interest at the weighted-average rate of 4.92%5.05% per annum and had a weighted-average maturity of 4.12.8 years. We may in the future incur additional mortgage debt on the properties we currently own or use long-term non-recourse financing to acquire additional properties.
The payment terms of our loan obligations vary. In general, only interest amounts are payable monthly with all unpaid principal and interest due at maturity. Some of our loan agreements require that we comply with specific reporting and financial covenants mainly related to debt coverage ratios and loan-to-value ratios. Each loan that has these requirements has specific ratio thresholds that must be met.
Restrictions on Loan Covenants
Our mortgage loan obligations generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios), as well as the maintenance of a minimum net worth. The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At December 31, 2017, theThe Company believes that it was in compliance with the financial covenants under the mortgage loan agreements except forand had no restrictions on the $16.2payment of dividends as of December 31, 2019.
Derivative Activity
As discussed in Note 6 –Debt and Note 7 –Derivatives and Hedging Activities, during the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million loannotional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in default as described above and in “Note 10 –Debt” to our consolidated financial statements.
Other Debt
Duringthe Company's credit rating during the fourth quarter of 2017,2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
During the year ended December 31, 2019, the Company repaidalso entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the remaining outstanding principal balancerisk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on the secured term loan from KBC Bank, N.V. (the “KBC Loan”).existing financial instruments), with anticipated issuance of 10-year public debt.
Dividends
On November 7, 2017,5, 2019, the Company’s boardBoard of directorsDirectors declared a quarterly cash dividend of $0.1375 per share of common stockCommon Stock (equaling an annualized dividend rate of $0.55 per share) for the fourth quarter of 20172019 to stockholders of record as of December 29, 2017,31, 2019, which was paid on January 16, 2018.15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP unit.Unit.
Our Series F Preferred Stock, as discussed in “Note 15Note 12 – Equity”Equity to our consolidated financial statements, will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). As of December 31, 2017, there were approximately 42.8 million shares of Series F Preferred Stock (and approximately 42.8 million corresponding Series F Preferred Units that were issued to the General Partner) and 86,874 Limited Partner Series F Preferred Units that were issued and outstanding.
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 20172019 (in thousands):
| | | | | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | More than 5 years | | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | More than 5 years |
Principal payments - mortgage notes (1) | | $ | 2,071,038 |
| | $ | 98,450 |
| | $ | 487,975 |
| | $ | 667,609 |
| | $ | 817,004 |
| | $ | 1,529,057 |
| | $ | 188,385 |
| | $ | 588,466 |
| | $ | 745,238 |
| | $ | 6,968 |
|
Interest payments - mortgage notes (1) (2) (3) | | 421,575 |
| | 100,177 |
| | 176,655 |
| | 108,534 |
| | 36,209 |
| |
Interest payments - mortgage notes (1) | | | 210,667 |
| | 74,251 |
| | 102,135 |
| | 33,154 |
| | 1,127 |
|
| Principal payments - Credit Facility | | 185,000 |
| | 185,000 |
| | — |
| | — |
| | — |
| | 1,050,000 |
| | — |
| | 150,000 |
| | 900,000 |
| | — |
|
Interest payments - Credit Facility (3) | | 2,854 |
| | 2,854 |
| | — |
| | — |
| | — |
| |
Interest payments - Credit Facility (1) (2) | | | 119,683 |
| | 38,281 |
| | 72,246 |
| | 9,156 |
| | — |
|
| Principal payments - corporate bonds | | 2,850,000 |
| | — |
| | 750,000 |
| | 400,000 |
| | 1,700,000 |
| | 2,850,000 |
| | — |
| | — |
| | 500,000 |
| | 2,350,000 |
|
| Interest payments - corporate bonds | | 695,599 |
| | 114,950 |
| | 187,088 |
| | 158,775 |
| | 234,786 |
| | 796,198 |
| | 119,988 |
| | 239,976 |
| | 219,212 |
| | 217,022 |
|
| Principal payments - convertible debt | | 1,000,000 |
| | 597,500 |
| | 402,500 |
| | — |
| | — |
| | 321,802 |
| | 321,802 |
| | — |
| | — |
| | — |
|
| Interest payments - convertible debt | | 55,067 |
| | 25,550 |
| | 29,517 |
| | — |
| | — |
| | 11,531 |
| | 11,531 |
| | — |
| | — |
| | — |
|
| Operating and ground lease commitments | | 308,434 |
| | 18,917 |
| | 37,565 |
| | 36,443 |
| | 215,509 |
| | 334,977 |
| | 22,287 |
| | 44,406 |
| | 42,827 |
| | 225,457 |
|
Other commitments (3) | | | 4,345 |
| | 4,345 |
| | — |
| | — |
| | — |
|
| Total | | $ | 7,589,567 |
| | $ | 1,143,398 |
| | $ | 2,071,300 |
| | $ | 1,371,361 |
| | $ | 3,003,508 |
| | $ | 7,228,260 |
| | $ | 780,870 |
| | $ | 1,197,229 |
| | $ | 2,449,587 |
| | $ | 2,800,574 |
|
| |
| (1) | For the loanInterest payments due in maturity default, as discussed in Note 10 –Debt , the payment obligations for future periods are based on an estimated extensionthe $164.4 million of maturity to January 1, 2018.
variable rate debt were calculated using a forward LIBOR curve. |
| |
| (2) | As of December 31, 2017,2019, we had $78.9$900.0 million of variable rate mortgage notesdebt on the Credit Facility Term Loan effectively fixed through the use of interest rate swap agreements. We used the effective interest rates effectively fixed under our swap agreements to calculate the debt payment obligations in future periods. |
| |
| (3) | Interest payments due in future periods onIncludes the $14.9 millionCompany’s share of variable rate debtcapital expenditures related to an expansion project of the property held within an unconsolidated joint venture and the Credit Facility payment obligationsletters of credit outstanding. Subsequent to December 31, 2019, all letters of credit outstanding were calculated using a forward LIBOR curve.terminated. |
Cash Flow Analysis for the year ended December 31, 20172019
Operating Activities –During the year ended December 31, 2017,2019, net cash used in operating activities increased $601.5 million to $107.6 million from $493.9 million net cash provided by operating activities decreased $4.7 million to $793.3 million from $797.9 million during the same period in 2016.2018. The decreaseincrease was primarily due to a decrease in rental receipts related to the disposition of 438 consolidated properties subsequent to January 1, 2016 and an$524.5 million increase in litigation and other non-routine costs, net, including litigation settlements, paid during the year ended December 31, 2017. This decrease was mostly offset by a decrease in interest payments and insurance recoveries received as compared to the same period in 2016, the receipt of an income tax refund during the year ended December 31, 2017, and an increase in rental receipts related to the acquisition of 96 consolidated properties subsequent to January 1, 2016.2019.
Investing Activities –Net cash used inprovided by investing activities for the year ended December 31, 2017 changed $1.2 billion2019 increased $462.1 million to $274.1$613.2 million from cash provided by investing activities of $881.6$151.1 million during the same period in 2016.2018. The changeincrease was primarily related to an increase in investments in real estate assets of $598.8 million, a decrease in cash proceeds from dispositions of real estate and joint ventures of $555.2$565.2 million and a decrease in investments in real estate assets of $106.0 million, offset by a decrease in net proceeds from disposition of discontinued operations of $122.9 million, a decrease in proceeds from the sale of CMBS and mortgage notes receivables of $37.1 million and an increase in payments for capital expenditures and leasing costs and real estate developments of $34.6 million.
Financing Activities –Net cash used in financing activities of $756.6$525.4 million decreased $750.4$130.0 million during the year ended December 31, 20172019 from $1.5 billion$655.4 million during the same period in 2016.2018. The decrease was primarily duerelated to a decrease in repayments of debt, net$1.0 billion of proceeds received from the issuance of $1.5 billion, which was partiallyCommon Stock in 2019, offset by the 2016 common stock offering resultingredemption of $300.1 million of Series F Preferred Stock in 2019, an increase in payments on mortgage notes payable and other debt, including debt extinguishment costs of $236.2 million, and a decrease of $170.0 million in net proceeds after underwriting discountsrelated to the credit facilities, corporate bonds and offering costs,convertible notes. In addition, during the year ended December 31, 2019, $192.0 million of $702.8 millionpayments were made related to the surrender of Limited Partner OP Units, with no comparable activity during the same period in 2018.
Please refer to the discussion in Part II, Item 7, "Management's Discussion and an increaseAnalysis of Financial Condition and Results of Operations" in distributions paid of $28.1 million.
Cash Flow Analysisthe Company’s Form 10-K for the year ended December 31, 2016
Operating Activities –During2018, filed February 21, 2019, for the yearcash flow analysis for the years ended December 31, 2016, net cash provided by operating activities decreased $61.7 million to $797.9 million from $859.7 million during the same period in 2015. The decrease was primarily due to a decrease in rental receipts related to the disposition of 529 consolidated properties subsequent to January 1, 2015. This decrease was partially offset by a decrease in interest payments2018 and payments related to the Audit Committee Investigation and related litigation, net of insurance recoveries.2017.
Investing Activities –Net cash provided by investing activities for the year ended December 31, 2016 decreased $59.8 million to $881.6 million from $941.4 million during the same period in 2015. The decrease was primarily related to an increase in investments in real estate assets of $63.9 million, an investment in an unconsolidated joint venture of $25.8 million during 2016 and a decrease in uses and refunds of deposits for real estate assets of $35.4 million. These decreases were partially offset by a decrease in real estate development payments of $40.3 million and the receipt of $50.0 million on the Affiliate Lines of Credit, as compared to $10.0 million in 2015.
Financing Activities –Net cash used in financing activities of $1.5 billion decreased $644.6 million during the year ended December 31, 2016 from $2.2 billion during the same period in 2015. The decrease was primarily due to the 2016 common stock offering resulting in net proceeds, after underwriting discounts and offering costs, of $702.5 million and an increase in proceeds from debt, net of repayments, of $306.3 million, which were partially offset by an increase in distributions paid of $345.0 million
Election as a REIT
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. As a REIT, except as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2017.2019.
The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the Operating Partnership is required to take into account its allocable share of the Operating Partnership’s income, gains, losses, deductions and credits for each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property. Under the LPA, the Operating Partnership is required to conduct business in such a manner as to permit the General partnerPartner at all times to qualify as a REIT.
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The Company conducted substantially all of itsthe Cole Capital business activities through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Puerto Rico and Canada and, as a result, it files income tax returns in the U.S. federal jurisdiction, the Canadian federal jurisdictionPuerto Rico, and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related Party Transactions and Agreements
Through the closing of the Cole Capital sale, we were contractually responsible for managing the Cole REITs’ affairs on a day-to-day basis, identifying and making acquisitions and investments on the Cole REITs’ behalf, and recommending to each of the Cole REIT’s respective board of directors an approach for providing investors with liquidity. In addition, we distributed the shares of common stock for certain of the Cole REITs and advised them regarding offerings, managed relationships with participating broker-dealers and financial advisors, and provided assistance in connection with compliance matters relating to the offerings. We received compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. See “Note 17 –Related Party Transactions and Arrangements” to our consolidated financial statements in this report for abasis. For further explanation of the various related party transactions, agreements and fees.fees see Note 15 –Related Party Transactions and Arrangements to our consolidated financial statements in this report.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes inon earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and treasury lock agreementsforwards in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We have limited operations in Canada and thus, are not exposed to material foreign currency fluctuations.
Interest Rate Risk
As of December 31, 2017,2019, our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use of derivative instruments, with a fair value and carrying value of $6.1$5.8 billion and $5.9$5.6 billion, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 20172019 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed rate debt of $224.9$217.6 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt of $279.1$236.0 million.
As of December 31, 2017,2019, our debt included variable-rate debt with a fair value and carrying value each of $200.1$164.5 million and $199.9 million.$164.4 million, respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 20172019 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate notes payabledebt would increase or decrease our interest expense by $2.0$1.6 million annually. See “Note 106 –Debt” to our consolidated financial statements.
As of December 31, 2017,2019, our interest rate swaps had a fair value that resulted in assetsnet liabilities of $0.6$27.8 million. See “Note 11 –Derivatives7 –Derivatives and Hedging Activities” to our consolidated financial statements for further discussion.
As the information presented above includes only those exposures that existed as of December 31, 2017,2019, it does not consider exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.
In July 2017, the FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on our variable rate debt as discussed in Note 6 –Debt and the swap rate for our interest rate swaps, as discussed in Note 7 –Derivatives and Hedging Activities. See Item 1A. Risk Factors for further discussion on risks related to changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates.
Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.
Item 8. Financial Statements and Supplementary Data.
The information required by Item 8 is hereby incorporated by reference to our consolidated financial statements beginning on page F-1 of this document.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.9A. Controls and Procedures.
I. Discussion of Controls and Procedures of the General Partner
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to the General Partner.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 20172019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2017.2019.
The effectiveness of our internal control over financial reporting as of December 31, 20172019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 20172019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
II. Discussion of Controls and Procedures of the Operating Partnership
In the information incorporated by reference into this Part II of Item 9A, the term “Company” refers to the Operating Partnership, except as the context otherwise requires.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 20172019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2017.2019.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 20172019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal controlscontrol over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2017,2019, of the Company and our report dated February 21, 2018,25, 2020, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal controlscontrol over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.reporting included in the accompanying Management’s Annual 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 exist,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 controlscontrol 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/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 21, 201825, 2020
Item 9B. Other Information.
The following disclosure would have otherwise been filed in a Current Report on Form 8-K under the heading “Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.”
Amendment to Employment Agreement with Glenn J. Rufrano
Effective February 21, 2018, the Company amended (the “Rufrano Amendment”) the Employment Agreement dated as of March 10, 2015 with Glenn J. Rufrano (the “Rufrano Employment Agreement”), to extend Mr. Rufrano’s term as Chief Executive Officer to April 1, 2021. Pursuant to the Rufrano Amendment, future annual long term incentive awards will not have a minimum guaranteed amount and the vesting of any unvested awards upon termination will be governed by the terms in the applicable award agreement.
The foregoing description of the Rufrano Amendment does not purport to be complete and is qualified in its entirety by reference to such amendment a copy of which is attached to this Annual Report on Form 10-K.
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
ThisThe information required by this Item will be containedincluded in our definitive proxy statement for the 2018 Annual Meeting of Stockholders (the “Proxy Statement”),Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
The Financial Statements are included herein at pages F-1 through F-68.F-59.
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts is included herein on page F-69.F-60.
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-70F-61 through F-204.F-178.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-205.F-179.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 20172019 (and are numbered in accordance with Item 601 of Regulation S-K):
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| | |
| Exhibit No. | | Description |
2.1 | | Agreement and Plan of Merger by and among VEREIT, Inc., VEREIT Operating Partnership, L.P., Tiger Acquisition LLC, American Realty Capital Trust III, Inc. and American Realty Capital Operating Partnership III, L.P., dated as of December 14, 2012 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on December 17, 2012). |
2.2 | | Agreement and Plan of Merger, by and among, VEREIT, Inc., VEREIT Operating Partnership, L.P., Safari Acquisition, LLC, CapLease, Inc., CapLease, LP and CLF OP General Partner LLC, dated as of May 28, 2013 (Incorporated by reference to the Company’s Current Report on Form 8-K (File NO. 001-35263), filed with the SEC on May 28, 2013). |
2.3 | | Purchase and Sale Agreement, by and among, CNL APF Partners, LP and Certain Affiliates as Seller Parties, and VEREIT Operating Partnership, L.P., as Purchaser, dated May 31, 2013. (Incorporated by reference to the Company’s Amended Current Report on Form 8-K/A (File No. 001-35263), filed with the SEC on June 7,2013). |
2.4 | | Agreement and Plan of Merger, dated as of July 1, 2013, among VEREIT, Inc., American Realty Capital Trust IV, Inc., Thunder Acquisition, LLC, VEREIT Operating Partnership, L.P. and American Realty Capital Operating Partnership IV, L.P. (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on July 2, 2013). |
2.4.1 | | Amendment dated as of October 6, 2013 to the Agreement and Plan of Merger, dated as of July 1, 2013, by and among VEREIT, Inc., VEREIT Operating Partnership, L.P., Thunder Acquisition, LLC, American Realty Capital Trust IV, Inc. and American Realty Capital Operating Partnership IV, L.P. (Incorporated by reference to the Company’s First Current Report on Form 8-K (File No. 001-35263), filed with the SEC on October 7, 2013). |
2.4.2 | | Second Amendment dated as of October 11, 2013 to the Agreement and Plan of Merger, dated as of July 1, 2013, by and among VEREIT, Inc., VEREIT Operating Partnership, L.P., Thunder Acquisition, LLC, American Realty Capital Trust IV, Inc. and American Realty Capital Operating Partnership IV, L.P. (Incorporated by reference as Annex E to the Company’s Final Prospectus filed Pursuant to Rule 424(b)(3) (Registration No. 333-190056), filed with the SEC on December 4, 2013). |
2.5 | | |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 3.4 | | |
| 3.5 | | |
| 3.6 | | |
| 3.7 | | |
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Exhibit No. | | Description |
| 3.8 | | |
| 3.9 | | |
| 3.10 | | |
| 3.11 | | |
| 3.12 | | |
| 3.13 | | |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
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| | |
| Exhibit No. | | Description |
| 4.4 | | |
4.5 | | |
| 4.6 | | |
4.7 | | |
4.84.7 | | |
4.94.8 | | Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014). |
4.104.9 | | |
4.114.10 | | |
4.124.11 | | |
| 4.13 | | |
4.14 | | |
4.154.14 | | |
4.164.15 | | |
| 4.16 | | |
| 4.17 | | |
| 4.18 | | |
| 4.19 | | |
| 4.20* | | |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 10.4† | | |
10.210.5† | | |
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Exhibit No. | | Description |
10.310.6† | | |
10.410.7† | | |
10.5 | | Amended and Restated Credit Agreement, dated as of June 30, 2014, among VEREIT Operating Partnership, L.P., VEREIT, Inc., lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended June 30, 2014 filed with the SEC on July 29, 2014). |
10.6 | | Second Amendment to Credit Agreement, entered into among VEREIT Operating Partnership, L.P., VEREIT, Inc., the lenders party thereto and Wells Fargo Bank, National Association, dated July 31, 2015 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015). |
10.7 | | |
10.8 | | |
10.9 | | |
10.10 | | |
10.11 | | |
10.12 | | |
10.13 | | |
10.14 | | |
10.1510.8† | | |
10.16 | | |
10.17 | | |
10.18 | | |
10.19 | | |
10.20 | | |
10.21 | | |
10.2210.9† | | |
10.23 |
| | |
| Exhibit No. | | Description |
| 10.10† | | |
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Exhibit No. | | Description |
10.2410.11† | | |
10.2510.12† | | |
10.2610.13† | | |
10.2710.14† | | |
10.28 | | |
10.29 | | Credit Agreement, dated as of June 2, 2016, among VEREIT Operating Partnership, L.P., VEREIT, Inc. the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on June 3, 2016). |
10.30 | | |
10.3110.15† | | |
10.3210.16† | | |
| 10.17† | | |
| 10.18† | | |
10.3310.19† | | First Amendment to the Purchase and SaleEmployment Agreement, dated as of February 1, 2018,March 10, 2015, by and between VEREIT, Operating Partnership, L.P.Inc. and CCA Acquisition, LLCGlenn Rufrano (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2018)March 16, 2015). |
10.34*10.20† | | |
10.35*10.21† | | |
10.36* | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21,October 5, 2015, by and between VEREIT, Inc. and Lauren Goldberg.Michael J. Bartolotta (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended September 31, 2015 filed with the SEC on November 5, 2015). |
10.37*10.22† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta.Bartolotta (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
10.38*10.23† | | |
| 10.24† | | |
| 10.25† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.26† | | |
| 10.27† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell.McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
10.39*10.28† | | |
| 10.29† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts.Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
10.40*10.30 | | |
10.41* | | |
12.1* | | |
|
| | |
| Exhibit No. | | Description |
| 10.31 | | |
| 21.1* | | |
| 23.1* | | |
| 23.2* | | |
| 31.1* | | |
| 31.2* | | |
| 31.3* | | |
|
| | |
Exhibit No. | | Description |
| 31.4* | | |
| 32.1** | | |
| 32.2** | | |
| 32.3** | | |
| 32.4** | | |
101.INS* | | XBRL Instance Document. |
| 101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). |
_____________________________
| |
| ** | 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. |
† Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | |
| | VEREIT, INC. |
| | By: | /s/ Michael J. Bartolotta |
| | Michael J. Bartolotta |
| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
| | |
| | VEREIT OPERATING PARTNERSHIP, L.P. |
| | By: VEREIT, Inc., its sole general partner |
| | By: | /s/ Michael J. Bartolotta |
| | Michael J. Bartolotta |
| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Dated: February 21, 201825, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.
|
| | | | |
| Name | | Capacity * | | Date |
| | | | | |
| /s/ Glenn J. Rufrano | | Chief Executive Officer | | February 21, 201825, 2020 |
| Glenn J. Rufrano | | (Principal Executive Officer and Director) | | |
| | | | | |
| /s/ Michael J. Bartolotta | | Executive Vice President and Chief Financial Officer | | February 21, 201825, 2020 |
| Michael J. Bartolotta | | (Principal Financial Officer) | | |
| | | | | |
| /s/ Gavin B. Brandon | | Senior Vice President and Chief Accounting Officer | | February 21, 201825, 2020 |
| Gavin B. Brandon | | (Principal Accounting Officer) | | |
| | | | | |
| /s/ Hugh R. Frater | | Director, Non-Executive Chairman | | February 21, 201825, 2020 |
| Hugh R. Frater | | | | |
| | | | | |
| /s/ David B. Henry | | Director | | February 21, 201825, 2020 |
| David B. Henry | | | | |
| | | | | |
| /s/ Mary Hogan Preusse | | Director | | February 21, 201825, 2020 |
| Mary Hogan Preusse | | | | |
| | | | | |
| /s/ Richard J. Lieb | | Director | | February 21, 201825, 2020 |
| Richard J. Lieb | | | | |
| | | | | |
| /s/ Mark S. Ordan | | Director | | February 21, 201825, 2020 |
| Mark S. Ordan | | | | |
| | | | | |
| /s/ Eugene A. Pinover | | Director | | February 21, 201825, 2020 |
| Eugene A. Pinover | | | | |
| | | | | |
| /s/ Julie G. Richardson | | Director | | February 21, 201825, 2020 |
| Julie G. Richardson | | | | |
|
| |
| * | Each person is signing in his or her capacity as an officer and/or director of VEREIT, Inc., which is the sole general partner of VEREIT Operating Partnership, L.P. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
| |
| | Page |
| Financial Statements |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| F-69 |
| F-70 |
| F-205 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2017,2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2018,25, 2020 expressed an unqualified opinion on the Company’s internal control over financial reporting.
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 requiredrequire 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 riskrisks 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 Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Investments - Impairments- Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
The Company performs quarterly impairment review procedures, primarily through monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. The Company assesses the recoverability of real estate assets by determining whether the carrying value of the assets will be recovered from the undiscounted future cash flows expected from the use of the assets and their eventual disposition. Estimating future undiscounted cash flows requires management to make significant estimates and assumptions, including estimating the expected holding period of the assets when assessing recoverability.
In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the carrying value of real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. During 2019, the Company recorded $47.1 million of impairment charges.
We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions required to evaluate the recoverability of real estate assets, including the estimated holding period of the assets when assessing recoverability. Auditing the assumptions used by the Company in estimating future undiscounted cash flows required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the Company’s recoverability analysis.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to test the assumptions used by management to estimate forecasted cash flows, including management’s expected holding period of such real estate assets, consisted of the following, among others:
We tested the effectiveness of internal controls over the inputs of the forecasted cash flows used in the recoverability analysis.
With the assistance of our fair value specialists, we evaluated the undiscounted future cash flows analysis, including estimates of future occupancy levels, market rental revenue, and capitalization rates, in addition to the assessment of expected remaining holding period and changes in management’s intent with respect to the expected holding period for each real estate asset with possible impairment indicators by:
| |
| 1. | Making inquiries of accounting and operations management. |
| |
| 2. | Comparing the source data and management’s assumptions to the Company’s historical results and external market sources. |
| |
| 3. | Testing the mathematical accuracy of the undiscounted future cash flows analysis. |
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 21, 201825, 2020
We have served as the Company’s auditor since 2015.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the partners of VEREIT Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P and subsidiaries (the "Operating Partnership") as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2017,2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership 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. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 21, 2018
25, 2020
We have served as the Operating Partnership’s auditor since 2015.
VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
| | | | | December 31, 2017 | | December 31, 2016 | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | | | | | |
| Real estate investments, at cost: | | | | | | | | |
| Land | | $ | 2,865,855 |
| | $ | 2,895,625 |
| | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,711,845 |
| | 10,644,296 |
| | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 2,037,675 |
| | 2,044,521 |
| | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 15,615,375 |
| | 15,584,442 |
| | 14,843,870 |
| | 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 2,908,028 |
| | 2,331,643 |
| | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 12,707,347 |
| | 13,252,799 |
| | 11,249,623 |
| | 12,168,067 |
|
| Operating lease right-of-use assets | | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 42,784 |
| | 46,077 |
| | 68,825 |
| | 35,289 |
|
| Investment in direct financing leases, net | | 19,539 |
| | 39,455 |
| |
| Investment securities, at fair value | | 40,974 |
| | 47,215 |
| |
| Mortgage notes receivable, net | | 20,294 |
| | 22,764 |
| |
| Cash and cash equivalents | | 34,176 |
| | 253,479 |
| | 12,921 |
| | 30,758 |
|
| Restricted cash | | 27,662 |
| | 45,018 |
| | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 304,989 |
| | 314,305 |
| | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,391 |
| | 1,337,773 |
| | 1,337,773 |
|
| Due from affiliates, net | | 6,041 |
| | 15,904 |
| |
Assets related to discontinued operations and real estate assets held for sale, net
| | 163,999 |
| | 213,167 |
| |
| Real estate assets held for sale, net | | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 14,705,578 |
|
| $ | 15,587,574 |
| | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | | | | | |
| LIABILITIES AND EQUITY | | | | | | | | |
| Mortgage notes payable and other debt, net | | $ | 2,082,692 |
| | $ | 2,671,106 |
| |
| Mortgage notes payable, net | | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,821,494 |
| | 2,226,224 |
| | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 984,258 |
| | 973,340 |
| | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 185,000 |
| | 496,578 |
| | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 198,551 |
| | 224,023 |
| | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 136,474 |
| | 134,861 |
| | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 62,985 |
| | 67,971 |
| | 90,349 |
| | 69,714 |
|
| Distributions payable | | 175,301 |
| | 162,578 |
| | 150,364 |
| | 186,623 |
|
| Due to affiliates | | 66 |
| | 16 |
| |
Liabilities related to discontinued operations
| | 15,881 |
| | 11,344 |
| |
| Operating lease liabilities | | | 221,061 |
| | — |
|
| Total liabilities | | 6,662,702 |
| | 6,968,041 |
| | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 14) | |
| |
|
| |
| Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of each of December 31, 2017 and December 31, 2016 | | 428 |
| | 428 |
| |
| Common stock, $0.01 par value, 1,500,000,000 shares authorized and 974,208,583 and 974,146,650 issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | | 9,742 |
| | 9,741 |
| |
| Additional paid-in-capital | | 12,654,258 |
| | 12,640,171 |
| |
| Commitments and contingencies (Note 10) | | |
| |
|
|
| Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 and 42,834,138 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | | 309 |
| | 428 |
|
| Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,076,845,984 and 967,515,165 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | | 10,768 |
| | 9,675 |
|
| Additional paid-in capital | | | 13,251,962 |
| | 12,615,472 |
|
| Accumulated other comprehensive loss | | (3,569 | ) | | (2,556 | ) | | (27,670 | ) | | (1,280 | ) |
| Accumulated deficit | | (4,776,581 | ) | | (4,200,423 | ) | | (6,399,626 | ) | | (5,467,236 | ) |
| Total stockholders’ equity | | 7,884,278 |
| | 8,447,361 |
| | 6,835,743 |
| | 7,157,059 |
|
| Non-controlling interests | | 158,598 |
| | 172,172 |
| | 7,535 |
| | 143,085 |
|
| Total equity | | 8,042,876 |
| | 8,619,533 |
| | 6,843,278 |
| | 7,300,144 |
|
| Total liabilities and equity | | $ | 14,705,578 |
|
| $ | 15,587,574 |
| | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Revenues: | | | | | | |
| Rental income | | $ | 1,154,147 |
| | $ | 1,229,992 |
| | $ | 1,342,507 |
|
| Operating expense reimbursements | | 98,138 |
| | 105,455 |
| | 98,628 |
|
| Total revenues | | 1,252,285 |
|
| 1,335,447 |
| | 1,441,135 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 3,402 |
| | 1,321 |
| | 6,243 |
|
| Litigation, merger and other non-routine costs, net of insurance recoveries | | 47,960 |
| | 3,884 |
| | 33,628 |
|
| Property operating | | 128,717 |
| | 144,428 |
| | 130,855 |
|
| General and administrative | | 58,603 |
| | 51,927 |
| | 67,137 |
|
| Depreciation and amortization | | 706,802 |
| | 762,038 |
| | 821,727 |
|
| Impairments | | 50,548 |
| | 182,820 |
| | 91,755 |
|
| Total operating expenses | | 996,032 |
|
| 1,146,418 |
| | 1,151,345 |
|
| Operating income | | 256,253 |
|
| 189,029 |
| | 289,790 |
|
| Other (expense) income: | | | | | | |
| Interest expense | | (289,766 | ) | | (317,376 | ) | | (358,392 | ) |
| Gain (loss) on extinguishment and forgiveness of debt, net | | 18,373 |
| | (771 | ) | | 4,812 |
|
| Other income, net | | 6,242 |
| | 5,251 |
| | 9,366 |
|
| Reserve for loan loss | | — |
| | — |
| | (15,300 | ) |
| Equity in income and gain on disposition of unconsolidated entities | | 2,763 |
| | 9,783 |
| | 9,092 |
|
| Gain (loss) on derivative instruments, net | | 2,976 |
| | (1,191 | ) | | (1,460 | ) |
| Total other expenses, net | | (259,412 | ) |
| (304,304 | ) | | (351,882 | ) |
| Income (loss) before taxes and real estate dispositions | | (3,159 | ) |
| (115,275 | ) | | (62,092 | ) |
| Gain (loss) on disposition of real estate and real estate assets held for sale, net | | 61,536 |
| | 45,524 |
| | (72,311 | ) |
| Income (loss) before taxes | | 58,377 |
|
| (69,751 | ) |
| (134,403 | ) |
| Provision for income taxes | | (6,882 | ) | | (7,136 | ) | | (4,589 | ) |
| Income (loss) from continuing operations | | 51,495 |
|
| (76,887 | ) | | (138,992 | ) |
| Loss from discontinued operations, net of income taxes | | (19,117 | ) | | (123,937 | ) | | (184,500 | ) |
| Net income (loss) | | 32,378 |
| | (200,824 | ) | | (323,492 | ) |
Net (income) loss attributable to non-controlling interests (1) | | (560 | ) | | 4,961 |
| | 7,139 |
|
| Net income (loss) attributable to the General Partner | | $ | 31,818 |
|
| $ | (195,863 | ) | | $ | (316,353 | ) |
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.02 | ) | | $ | (0.16 | ) | | $ | (0.23 | ) |
| Basic and diluted loss per share from discontinued operations attributable to common stockholders | | $ | (0.02 | ) | | $ | (0.13 | ) | | $ | (0.20 | ) |
| Basic and diluted net loss per share attributable to common stockholders | | $ | (0.04 | ) | | $ | (0.29 | ) | | $ | (0.43 | ) |
| Distributions declared per common share | | $ | 0.55 |
| | $ | 0.55 |
| | $ | 0.28 |
|
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
|
| 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net |
| 11,752 |
|
| (164,237 | ) |
| (197,876 | ) |
| (Loss) income before taxes |
| (302,844 | ) |
| (86,624 | ) |
| 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) |
| (91,725 | ) |
| 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) | | (88,030 | ) | | 32,378 |
|
Net loss (income) attributable to non-controlling interests (1) | | 6,753 |
| | 2,256 |
| | (560 | ) |
| Net (loss) income attributable to the General Partner | | $ | (300,353 | ) |
| $ | (85,774 | ) |
| $ | 31,818 |
|
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per share attributable to common stockholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss (income) loss attributable to limited partners and a consolidated joint venture partners.partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Net income (loss) | | $ | 32,378 |
| | $ | (200,824 | ) | | $ | (323,492 | ) |
| Other comprehensive income (loss): | | | | | | |
| Unrealized loss on interest rate derivatives | | (18 | ) | | (7,685 | ) | | (15,694 | ) |
| Reclassification of previous unrealized (gain) loss on interest rate derivatives into net income (loss) | | (70 | ) | | 9,397 |
| | 11,706 |
|
| Unrealized loss on investment securities, net | | (951 | ) | | (2,271 | ) | | (997 | ) |
| Reclassification of previous unrealized loss on investment securities into net income (loss) as other income, net | | — |
| | — |
| | 110 |
|
| Total other comprehensive loss | | (1,039 | ) | | (559 | ) | | (4,875 | ) |
| | | | | | | |
| Total comprehensive income (loss) | | 31,339 |
| | (201,383 | ) | | (328,367 | ) |
Comprehensive (income) loss attributable to non-controlling interests (1) | | (534 | ) | | 4,989 |
| | 7,261 |
|
| Total comprehensive income (loss) attributable to the General Partner | | $ | 30,805 |
| | $ | (196,394 | ) |
| $ | (321,106 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income | | (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income | | (334,543 | ) | | (85,685 | ) | | 31,339 |
|
Comprehensive loss (income) attributable to non-controlling interests(1) | | 7,800 |
| | 2,200 |
| | (534 | ) |
| Total comprehensive (loss) income attributable to the General Partner | | $ | (326,743 | ) | | $ | (83,485 | ) | | $ | 30,805 |
|
| |
| (1) | Represents comprehensive loss (income) loss attributable to limited partners and a consolidated joint venture partners.partner. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,146,650 |
| | $ | 9,741 |
| | $ | 12,640,171 |
| | $ | (2,556 | ) | | $ | (4,200,423 | ) | | $ | 8,447,361 |
| | $ | 172,172 |
| | $ | 8,619,533 |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (68,759 | ) | | (1 | ) | | (517 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (268,550 | ) | | (2 | ) | | (2,146 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 399,242 |
| | 4 |
| | 16,750 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | (535,657 | ) | | — |
| | (535,657 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,227 | ) | | (13,227 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | (571 | ) | | — |
| | (571 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Disposition of joint venture | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | 31,818 |
| | 560 |
| | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | | (26 | ) | | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,208,583 |
| | $ | 9,742 |
| | $ | 12,654,258 |
| | $ | (3,569 | ) | | $ | (4,776,581 | ) | | $ | 7,884,278 |
| | $ | 158,598 |
| | $ | 8,042,876 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 32,439 |
| | — |
| | 241 |
| | — |
| | — |
| | 241 |
| | (241 | ) | | — |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (7,206,876 | ) | | (72 | ) | | (50,082 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (324,502 | ) | | (2 | ) | | (2,324 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 805,521 |
| | 7 |
| | 13,307 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | (532,144 | ) | | — |
| | (532,144 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,048 | ) | | (13,048 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 72 |
| | — |
| | (989 | ) | | (917 | ) | | — |
| | (917 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | (85,774 | ) | | (2,256 | ) | | (88,030 | ) |
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 2,289 |
| | 56 |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
| | $ | 428 |
| | 967,515,165 |
| | $ | 9,675 |
| | $ | 12,615,472 |
| | $ | (1,280 | ) | | $ | (5,467,236 | ) | | $ | 7,157,059 |
| | $ | 143,085 |
| | $ | 7,300,144 |
|
| Issuance of Common Stock, net | | — |
| | — |
| | 108,410,070 |
| | 1,084 |
| | 1,013,131 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 130,291 |
| | 1 |
| | 1,166 |
| | — |
| | — |
| | 1,167 |
| | (1,167 | ) | | — |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Balance, January 1, 2015 | | 42,834,138 |
| | $ | 428 |
| | 905,530,431 |
| | $ | 9,055 |
|
| $ | 11,920,253 |
|
| $ | 2,728 |
|
| $ | (2,778,576 | ) |
| $ | 9,153,888 |
|
| $ | 228,442 |
|
| $ | 9,382,330 |
|
| Repurchases of common stock to settle tax obligation | | — |
| | — |
| | (268,414 | ) | | (2 | ) | | (2,225 | ) | | — |
| | — |
| | (2,227 | ) | | — |
| | (2,227 | ) |
| Equity-based compensation, net | | — |
| | — |
| | (377,623 | ) | | (4 | ) | | 14,504 |
| | — |
| | — |
| | 14,500 |
| | — |
| | 14,500 |
|
| Tax shortfall from equity-based compensation | | — |
| | — |
| | — |
| | — |
| | (764 | ) | | — |
| | — |
| | (764 | ) | | — |
| | (764 | ) |
| Distributions declared on common stock | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (248,476 | ) | | (248,476 | ) | | — |
| | (248,476 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (45,594 | ) | | (45,594 | ) |
| Distributions to participating securities | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (410 | ) | | (410 | ) | | — |
| | (410 | ) |
| Distributions to preferred shareholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,418 | ) | | (71,418 | ) | | (474 | ) | | (71,892 | ) |
| Disposition of consolidated joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 14,859 |
| | 14,859 |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (316,353 | ) | | (316,353 | ) | | (7,139 | ) | | (323,492 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (4,753 | ) | | — |
| | (4,753 | ) | | (122 | ) | | (4,875 | ) |
| Balance, December 31, 2015 |
| 42,834,138 |
| | $ | 428 |
| | 904,884,394 |
| | $ | 9,049 |
| | $ | 11,931,768 |
| | $ | (2,025 | ) | | $ | (3,415,233 | ) |
| $ | 8,523,987 |
|
| $ | 189,972 |
|
| $ | 8,713,959 |
|
| Issuance of common stock, net | | — |
| | — |
| | 69,000,000 |
| | 690 |
| | 701,786 |
| | — |
| | — |
| | 702,476 |
| | — |
| | 702,476 |
|
| Conversion of OP units to common stock | | — |
| | — |
| | 15,450 |
| | — |
| | 159 |
| | — |
| | — |
| | 159 |
| | (159 | ) | | — |
|
| Repurchases of common stock to settle tax obligation | | — |
| | — |
| | (481,261 | ) | | (5 | ) | | (4,647 | ) | | — |
| | — |
| | (4,652 | ) | | — |
| | (4,652 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 728,067 |
| | 7 |
| | 10,721 |
| | — |
| | — |
| | 10,728 |
| | — |
| | 10,728 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 675 |
| | 675 |
|
| Distributions declared on common stock | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (516,703 | ) | | (516,703 | ) | | — |
| | (516,703 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,183 | ) | | (13,183 | ) |
| Distributions to participating securities | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (492 | ) | | (492 | ) | | — |
| | (492 | ) |
| Distributions to preferred shareholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Cumulative effect adjustment for equity-based compensation forfeitures | | — |
| | — |
| | — |
| | — |
| | 384 |
| | — |
| | (384 | ) | | — |
| | — |
| | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (195,863 | ) | | (195,863 | ) | | (4,961 | ) | | (200,824 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (531 | ) | | — |
| | (531 | ) | | (28 | ) | | (559 | ) |
| Balance, December 31, 2016 | | 42,834,138 |
|
| $ | 428 |
|
| 974,146,650 |
|
| $ | 9,741 |
|
| $ | 12,640,171 |
|
| $ | (2,556 | ) |
| $ | (4,200,423 | ) |
| $ | 8,447,361 |
|
| $ | 172,172 |
|
| $ | 8,619,533 |
|
Repurchases of common stock under the Share Repurchase Program (1) | | — |
| | — |
| | (68,759 | ) | | (1 | ) | | (517 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of common stock to settle tax obligation | | — |
| | — |
| | (268,550 | ) | | (2 | ) | | (2,146 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 399,242 |
| | 4 |
| | 16,750 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
| Distributions declared on common stock | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (535,737 | ) | | (535,737 | ) | | — |
| | (535,737 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,227 | ) | | (13,227 | ) |
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Conversion of Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | $ | 1 |
| | — |
| | $ | — |
| | $ | 922 |
| | $ | — |
| | $ | — |
| | $ | 923 |
| | $ | (923 | ) | | $ | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (120 | ) | | — |
| | — |
| | (300,002 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (200,331 | ) | | (2 | ) | | (1,616 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 990,789 |
| | 10 |
| | 13,091 |
| | — |
| | — |
| | 13,101 |
| | — |
| | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | (562,195 | ) | | — |
| | (562,195 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9,494 | ) | | (9,494 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 117 |
| | — |
| | (1,445 | ) | | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (68,397 | ) | | (68,397 | ) | | (91 | ) | | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | — |
| | — |
| | (91,920 | ) | | (126,590 | ) | | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of equity | | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | — |
| | 2,071 |
| | (2,071 | ) | | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | (300,353 | ) | | (6,753 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (26,390 | ) | | (1,047 | ) | | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
|
| $ | 309 |
|
| 1,076,845,984 |
|
| $ | 10,768 |
|
| $ | 13,251,962 |
|
| $ | (27,670 | ) |
| $ | (6,399,626 | ) |
| $ | 6,835,743 |
|
| $ | 7,535 |
|
| $ | 6,843,278 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Distributions to participating securities | | — |
| | $ | — |
| | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | (491 | ) | | $ | (491 | ) | | $ | — |
| | $ | (491 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
Disposition of consolidated joint venture interest
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | 31,818 |
| | 560 |
| | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | | (26 | ) | | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,208,583 |
| | $ | 9,742 |
| | $ | 12,654,258 |
| | $ | (3,569 | ) | | $ | (4,776,581 | ) | | $ | 7,884,278 |
| | $ | 158,598 |
| | $ | 8,042,876 |
|
| |
(1) | The Company’s Share Repurchase Program (as defined in Note 15 – Equity), which was authorized by the board of directors on May 12, 2017, allows for the repurchase of up to $200.0 million of the Company’s outstanding shares of Common Stock over the next 12 months.
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | |
| | | | | | |
| | |
| Net income (loss) | | $ | 32,378 |
| | $ | (200,824 | ) | | $ | (323,492 | ) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | |
| Net (loss) income | | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | | |
| Depreciation and amortization | | 745,499 |
| | 806,548 |
| | 866,549 |
| | 495,232 |
| | 659,948 |
| | 745,499 |
|
| (Gain) loss on real estate assets and joint venture, net | | (61,536 | ) | | (55,722 | ) | | 65,582 |
| |
| Held for sale loss on discontinued operations | | 20,027 |
| | — |
| | — |
| |
| Gain on real estate assets, net | | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | | — |
| | — |
| | 20,027 |
|
| Impairments | | 50,548 |
| | 303,751 |
| | 305,094 |
| | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity-based compensation | | 16,751 |
| | 10,728 |
| | 14,500 |
| | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Reserve for loan loss | | — |
| | — |
| | 15,300 |
| |
| Equity in (income) loss of unconsolidated entities | | (2,726 | ) | | 415 |
| | (2,361 | ) | |
| Equity in income of unconsolidated entities and gain on joint venture | | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 3,646 |
| | 1,433 |
| | 4,873 |
| | 284 |
| | 1,366 |
| | 3,646 |
|
| Gain on early repayment of mortgage notes receivable and sale of investment securities | | (65 | ) | | — |
| | (65 | ) | |
| (Gain) loss on derivative instruments, net | | (2,976 | ) | | 1,191 |
| | 1,460 |
| |
| (Gain) loss on extinguishment and forgiveness of debt, net | | (18,373 | ) | | 771 |
| | (4,812 | ) | |
| Loss (gain) on investments | | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | | | | | | | |
| Investment in direct financing leases | | 2,097 |
| | 3,976 |
| | 2,035 |
| | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables and other assets, net | | (21,394 | ) | | (52,626 | ) | | (63,195 | ) | |
| Due from affiliates, net | | 1,163 |
| | (416 | ) | | 25,489 |
| |
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | 13,812 |
| | — |
| | — |
| | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | 10,742 |
| | (3,323 | ) | | (999 | ) | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, derivative and other liabilities | | (395 | ) | | (17,740 | ) | | (45,934 | ) | |
| Deferred rent, operating lease and other liabilities | | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | 50 |
| | (214 | ) | | (329 | ) | | — |
| | (66 | ) | | 50 |
|
| Liabilities associated with assets held for sale | | 4,019 |
| | — |
| | — |
| |
| Net cash provided by operating activities | | 793,267 |
| | 797,948 |
| | 859,695 |
| |
| Liabilities related to discontinued operations | | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | | (107,603 | ) | | 493,914 |
|
| 793,267 |
|
| Cash flows from investing activities: | | | | | | | | | | | | |
| Investments in real estate assets | | (699,004 | ) | | (100,194 | ) | | (36,319 | ) | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (21,694 | ) | | (16,568 | ) | | (18,569 | ) | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (14,850 | ) | | (17,411 | ) | | (57,682 | ) | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received from borrowers | | 6,796 |
| | 5,417 |
| | 6,921 |
| |
| Principal repayments received on investment securities and mortgage notes receivable | | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | — |
| | (25,777 | ) | | — |
| | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,972 |
| | 2,580 |
| | 6,479 |
| | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 445,525 |
| | 1,000,700 |
| | 1,009,107 |
| | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,191 | ) | | (2,259 | ) | | (1,911 | ) | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (37,226 | ) | | (17,856 | ) | | (16,542 | ) | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 400 |
| | — |
| | 392 |
| | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 36,111 |
| | 13,305 |
| | 48,702 |
| | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 355 |
| | — |
| | 839 |
| | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to affiliates | | (16,400 | ) | | (10,300 | ) | | (10,000 | ) | |
| Line of credit repayments from affiliates | | 25,100 |
| | 50,000 |
| | 10,000 |
| |
| Net cash (used in) provided by investing activities | | (274,106 | ) | | 881,637 |
| | 941,417 |
| |
| Line of credit advances to Cole REITs | | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | | 613,218 |
| | 151,119 |
|
| (274,106 | ) |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Proceeds from mortgage notes payable | | 4,652 |
| | 3,112 |
| | 1,445 |
| | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment and swap termination costs | | (424,385 | ) | | (337,022 | ) | | (188,892 | ) | |
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 329,000 |
| | 1,033,000 |
| | 60,000 |
| | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility, including swap termination costs | | (645,107 | ) | | (1,993,000 | ) | | (1,784,000 | ) | |
| Payments on credit facility | | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 600,000 |
| | 1,000,000 |
| | — |
| | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Payments on corporate bonds, including extinguishment costs | | — |
| | (1,311,203 | ) | | — |
| |
| Redemptions of corporate bonds, including extinguishment costs | | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Payments of deferred financing costs | | (9,575 | ) | | (19,872 | ) | | (2,436 | ) | |
| Proceeds from 2016 Term Loan | | — |
| | 300,000 |
| | — |
| |
| Repayment of 2016 Term Loan | | — |
| | (300,000 | ) | | — |
| |
| Repurchases of common stock under the Share Repurchase Program | | (518 | ) | | — |
| | — |
| |
| Repurchases of common stock to settle tax obligations | | (2,148 | ) | | (4,652 | ) | | (2,227 | ) | |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount | | — |
| | 702,765 |
| | — |
| |
| Payments of equity issuance costs | | — |
| | (280 | ) | | — |
| |
| Repurchases of Common Stock under the share repurchase programs | | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 101 |
| | 675 |
| | — |
| | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (608,615 | ) | | (580,508 | ) | | (235,494 | ) | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (756,595 | ) | | (1,506,985 | ) | | (2,151,604 | ) | | (525,398 | ) | | (655,406 | ) |
| (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (237,434 | ) | | 172,600 |
| | (350,492 | ) | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | 301,470 |
| | 128,870 |
| | 479,362 |
| | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | (2,973 | ) | | (4,968 | ) | | (5,850 | ) | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 298,497 |
| | 123,902 |
| | 473,512 |
| | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | | | | | | | |
| Cash and cash equivalents, and restricted cash, end of period | | 64,036 |
| | 301,470 |
| | 128,870 |
| |
| Cash and cash equivalents and restricted cash, end of period | | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | (2,198 | ) | | (2,973 | ) | | (4,968 | ) | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 61,838 |
| | $ | 298,497 |
| | $ | 123,902 |
| | $ | 33,880 |
| | $ | 53,663 |
|
| $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 253,479 |
| | $ | 64,135 |
| | $ | 410,861 |
| | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 45,018 |
| | 59,767 |
| | 62,651 |
| | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 298,497 |
| | 123,902 |
| | 473,512 |
| | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | | | | | | | |
| Cash and cash equivalents at end of period | | 34,176 |
| | 253,479 |
| | 64,135 |
| | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 27,662 |
| | 45,018 |
| | 59,767 |
| | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 61,838 |
| | $ | 298,497 |
| | $ | 123,902 |
| | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
| | | | | December 31, 2017 | | December 31, 2016 | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | | | | | |
| Real estate investments, at cost: | | | | | | | | |
| Land | | $ | 2,865,855 |
| | $ | 2,895,625 |
| | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,711,845 |
| | 10,644,296 |
| | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 2,037,675 |
| | 2,044,521 |
| | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 15,615,375 |
|
| 15,584,442 |
| | 14,843,870 |
|
| 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 2,908,028 |
| | 2,331,643 |
| | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 12,707,347 |
|
| 13,252,799 |
| | 11,249,623 |
|
| 12,168,067 |
|
| Operating lease right-of-use assets | | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 42,784 |
| | 46,077 |
| | 68,825 |
| | 35,289 |
|
| Investment in direct financing leases, net | | 19,539 |
| | 39,455 |
| |
| Investment securities, at fair value | | 40,974 |
| | 47,215 |
| |
| Mortgage notes receivable, net | | 20,294 |
| | 22,764 |
| |
| Cash and cash equivalents | | 34,176 |
| | 253,479 |
| | 12,921 |
| | 30,758 |
|
| Restricted cash | | 27,662 |
| | 45,018 |
| | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 304,989 |
| | 314,305 |
| | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,391 |
| | 1,337,773 |
| | 1,337,773 |
|
| Due from affiliates, net | | 6,041 |
| | 15,904 |
| |
Assets related to discontinued operations and real estate assets held for sale, net
| | 163,999 |
| | 213,167 |
| |
| Real estate assets held for sale, net | | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 14,705,578 |
|
| $ | 15,587,574 |
| | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | | | | | |
| LIABILITIES AND EQUITY | | | | |
| | | | |
|
| Mortgage notes payable and other debt, net | | $ | 2,082,692 |
| | $ | 2,671,106 |
| |
| Mortgage notes payable, net | | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,821,494 |
| | 2,226,224 |
| | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 984,258 |
| | 973,340 |
| | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 185,000 |
| | 496,578 |
| | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 198,551 |
| | 224,023 |
| | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 136,474 |
| | 134,861 |
| | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 62,985 |
| | 67,971 |
| | 90,349 |
| | 69,714 |
|
| Distributions payable | | 175,301 |
| | 162,578 |
| | 150,364 |
| | 186,623 |
|
| Due to affiliates | | 66 |
| | 16 |
| |
Liabilities related to discontinued operations
| | 15,881 |
| | 11,344 |
| |
| Operating lease liabilities | | | 221,061 |
| | — |
|
| Total liabilities | | 6,662,702 |
|
| 6,968,041 |
| | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 14) | |
|
| |
|
| |
| General Partner's preferred equity, 42,834,138 General Partner Preferred Units issued and outstanding as of each of December 31, 2017 and December 31, 2016 | | 782,073 |
| | 853,821 |
| |
| General Partner's common equity, 974,208,583 and 974,146,650 General Partner OP Units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | | 7,102,205 |
| | 7,593,540 |
| |
| Limited Partner's preferred equity, 86,874 Limited Partner Preferred Units issued and outstanding as of each of December 31, 2017 and December 31, 2016 | | 3,027 |
| | 3,171 |
| |
| Limited Partner's common equity, 23,748,347 Limited Partner OP Units issued and outstanding as of each of December 31, 2017 and December 31, 2016, respectively | | 154,266 |
| | 166,598 |
| |
| Commitments and contingencies (Note 10) | | |
|
| |
|
|
| General Partner's preferred equity, 30,871,246 and 42,834,138 General Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | | 460,504 |
| | 710,325 |
|
| General Partner's common equity, 1,076,845,984 and 967,515,165 General Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | | 6,375,239 |
| | 6,446,734 |
|
| Limited Partner's preferred equity, 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | | 1,869 |
| | 2,883 |
|
| Limited Partner's common equity, 786,719 and 23,715,908 Limited Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | | 4,433 |
| | 138,931 |
|
| Total partners’ equity | | 8,041,571 |
|
| 8,617,130 |
| | 6,842,045 |
|
| 7,298,873 |
|
| Non-controlling interests | | 1,305 |
| | 2,403 |
| | 1,233 |
| | 1,271 |
|
| Total equity | | 8,042,876 |
|
| 8,619,533 |
| | 6,843,278 |
|
| 7,300,144 |
|
| Total liabilities and equity | | $ | 14,705,578 |
|
| $ | 15,587,574 |
| | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
| | 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net | | 11,752 |
|
| (164,237 | ) | | (197,876 | ) |
| (Loss) income before taxes | | (302,844 | ) |
| (86,624 | ) | | 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) | | (91,725 | ) | | 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) |
| (88,030 | ) | | 32,378 |
|
Net loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Net (loss) income attributable to the OP | | $ | (307,004 | ) |
| $ | (87,876 | ) | | $ | 32,572 |
|
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per unit attributable to common unitholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Revenues: | | | | | | |
| Rental income | | $ | 1,154,147 |
| | $ | 1,229,992 |
| | $ | 1,342,507 |
|
| Operating expense reimbursements | | 98,138 |
| | 105,455 |
| | 98,628 |
|
| Total revenues |
| 1,252,285 |
|
| 1,335,447 |
| | 1,441,135 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 3,402 |
| | 1,321 |
| | 6,243 |
|
| Litigation, merger and other non-routine costs, net of insurance recoveries | | 47,960 |
| | 3,884 |
| | 33,628 |
|
| Property operating | | 128,717 |
| | 144,428 |
| | 130,855 |
|
| General and administrative | | 58,603 |
| | 51,927 |
| | 67,137 |
|
| Depreciation and amortization | | 706,802 |
| | 762,038 |
| | 821,727 |
|
| Impairments | | 50,548 |
| | 182,820 |
| | 91,755 |
|
| Total operating expenses |
| 996,032 |
|
| 1,146,418 |
| | 1,151,345 |
|
| Operating income |
| 256,253 |
|
| 189,029 |
| | 289,790 |
|
| Other (expense) income: | | | | | | |
| Interest expense | | (289,766 | ) | | (317,376 | ) | | (358,392 | ) |
| Gain (loss) on extinguishment and forgiveness of debt, net | | 18,373 |
| | (771 | ) | | 4,812 |
|
| Other income, net | | 6,242 |
| | 5,251 |
| | 9,366 |
|
| Reserve for loan loss | | — |
| | — |
| | (15,300 | ) |
| Equity in income and gain on disposition of unconsolidated entities | | 2,763 |
| | 9,783 |
| | 9,092 |
|
| Gain (loss) on derivative instruments, net | | 2,976 |
| | (1,191 | ) | | (1,460 | ) |
| Total other expenses, net |
| (259,412 | ) |
| (304,304 | ) | | (351,882 | ) |
| Income (loss) before taxes and real estate dispositions |
| (3,159 | ) |
| (115,275 | ) | | (62,092 | ) |
| Gain (loss) on disposition of real estate and real estate assets held for sale, net | | 61,536 |
| | 45,524 |
| | (72,311 | ) |
| Income (loss) before taxes |
| 58,377 |
| | (69,751 | ) | | (134,403 | ) |
| Provision for income taxes | | (6,882 | ) | | (7,136 | ) | | (4,589 | ) |
| Income (loss) from continuing operations | | 51,495 |
| | (76,887 | ) | | (138,992 | ) |
| Loss from discontinued operations, net of income taxes | | (19,117 | ) | | (123,937 | ) | | (184,500 | ) |
| Net income (loss) |
| 32,378 |
|
| (200,824 | ) | | (323,492 | ) |
Net loss (income) attributable to non-controlling interests (1) | | 194 |
| | 14 |
| | (1,274 | ) |
| Net income (loss) attributable to the OP |
| $ | 32,572 |
|
| $ | (200,810 | ) | | $ | (324,766 | ) |
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.02 | ) | | $ | (0.16 | ) | | $ | (0.23 | ) |
| Basic and diluted net loss per unit from discontinued operations attributable to common unitholders | | $ | (0.02 | ) | | $ | (0.13 | ) | | $ | (0.20 | ) |
| Basic and diluted net loss per unit attributable to common unitholders | | $ | (0.04 | ) | | $ | (0.29 | ) | | $ | (0.43 | ) |
| Distributions declared per common unit | | $ | 0.55 |
| | $ | 0.55 |
| | $ | 0.28 |
|
| |
| (1) | Represents (income)net loss attributable to a consolidated joint venture partners.partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Net income (loss) | | $ | 32,378 |
| | $ | (200,824 | ) | | $ | (323,492 | ) |
| Other comprehensive income (loss): | | | | | | |
| Unrealized loss on interest rate derivatives | | (18 | ) | | (7,685 | ) | | (15,694 | ) |
| Reclassification of previous unrealized (gain) loss on interest rate derivatives into net income (loss) | | (70 | ) | | 9,397 |
| | 11,706 |
|
| Unrealized loss on investment securities, net | | (951 | ) | | (2,271 | ) | | (997 | ) |
| Reclassification of previous unrealized loss on investment securities into net income (loss) as other income, net | | — |
| | — |
| | 110 |
|
| Total other comprehensive loss | | (1,039 | ) |
| (559 | ) | | (4,875 | ) |
| | | | | | | |
| Total comprehensive income (loss) | | 31,339 |
|
| (201,383 | ) | | (328,367 | ) |
Comprehensive loss (income) attributable to non-controlling interests (1) | | 194 |
| | 14 |
| | (1,274 | ) |
| Total comprehensive income (loss) attributable to the OP | | $ | 31,533 |
|
| $ | (201,369 | ) | | $ | (329,641 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income |
| (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income |
| (334,543 | ) |
| (85,685 | ) | | 31,339 |
|
Comprehensive loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Total comprehensive (loss) income attributable to the OP |
| $ | (334,441 | ) |
| $ | (85,531 | ) | | $ | 31,533 |
|
| |
| (1) | Represents (income)comprehensive loss attributable to a consolidated joint venture partners.partner. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 853,821 |
| | 86,874 |
| | $ | 3,171 |
| | 974,146,650 |
| | $ | 7,593,540 |
| | 23,748,347 |
| | $ | 166,598 |
|
| $ | 8,617,130 |
| | $ | 2,403 |
|
| $ | 8,619,533 |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (68,759 | ) | | (518 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (268,550 | ) | | (2,148 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 399,242 |
| | 16,754 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | — |
| | (13,060 | ) | | (548,717 | ) | | (167 | ) | | (548,884 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | — |
| | — |
| | (571 | ) | | — |
| | (571 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Disposition of joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | — |
| | 754 |
| | 32,572 |
| | (194 | ) | | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (26 | ) | | (1,039 | ) | | — |
| | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
|
| $ | 782,073 |
|
| 86,874 |
|
| $ | 3,027 |
|
| 974,208,583 |
|
| $ | 7,102,205 |
|
| 23,748,347 |
|
| $ | 154,266 |
|
| $ | 8,041,571 |
|
| $ | 1,305 |
|
| $ | 8,042,876 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 32,439 |
| | 241 |
| | (32,439 | ) | | (241 | ) | | — |
| | — |
| | — |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (7,206,876 | ) | | (50,154 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (324,502 | ) | | (2,326 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 805,521 |
| | 13,314 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | — |
| | (13,048 | ) | | (545,192 | ) | | — |
| | (545,192 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (917 | ) | | — |
| | — |
| | (917 | ) | | — |
| | (917 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | — |
| | (2,102 | ) | | (87,876 | ) | | (154 | ) | | (88,030 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 56 |
| | 2,345 |
| | — |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
|
| $ | 710,325 |
|
| 86,874 |
|
| $ | 2,883 |
|
| 967,515,165 |
|
| $ | 6,446,734 |
|
| 23,715,908 |
|
| $ | 138,931 |
|
| $ | 7,298,873 |
|
| $ | 1,271 |
|
| $ | 7,300,144 |
|
| Issuance of common OP Units, net | | — |
| | — |
| | — |
| | — |
| | 108,410,070 |
| | 1,014,215 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 130,291 |
| | 1,167 |
| | (130,291 | ) | | (1,167 | ) | | — |
| | — |
| | — |
|
| Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | 923 |
| | (37,108 | ) | | (923 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (182,347 | ) | | — |
| | — |
| | — |
| | (117,775 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (200,331 | ) | | (1,618 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Balance, January 1, 2015 | | 42,834,138 |
| | $ | 996,987 |
| | 86,874 |
| | $ | 3,375 |
| | 905,530,431 |
| | $ | 8,157,167 |
|
| 23,763,797 |
|
| $ | 201,102 |
|
| $ | 9,358,631 |
|
| $ | 23,699 |
|
| $ | 9,382,330 |
|
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (268,414 | ) | | (2,227 | ) | | — |
| | — |
| | (2,227 | ) | | — |
| | (2,227 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | (377,623 | ) | | 14,500 |
| | — |
| | — |
| | 14,500 |
| | — |
| | 14,500 |
|
| Tax shortfall from equity-based compensation | | — |
| | — |
| | — |
| | — |
| | — |
| | (764 | ) | | — |
| | — |
| | (764 | ) | | — |
| | (764 | ) |
| Distributions to Common OP Units and non-controlling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | (249,300 | ) | | — |
| | (7,619 | ) | | (256,919 | ) | | (37,975 | ) | | (294,894 | ) |
| Distributions to Preferred OP Units | | — |
| | (71,418 | ) | | — |
| | (60 | ) | | — |
| | | | — |
| | — |
| | (71,478 | ) | | — |
| | (71,478 | ) |
| Disposition of consolidated joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | | | — |
| | — |
| | — |
| | 14,859 |
| | 14,859 |
|
| Net (loss) income | | — |
| | — |
| | — |
| | — |
| | — |
| | (316,353 | ) | | — |
| | (8,413 | ) | | (324,766 | ) | | 1,274 |
| | (323,492 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (4,605 | ) | | — |
| | (270 | ) | | (4,875 | ) | | — |
| | (4,875 | ) |
| Balance, December 31, 2015 | | 42,834,138 |
| | $ | 925,569 |
| | 86,874 |
| | $ | 3,315 |
| | 904,884,394 |
| | $ | 7,598,418 |
| | 23,763,797 |
| | $ | 184,800 |
|
| $ | 8,712,102 |
| | $ | 1,857 |
|
| $ | 8,713,959 |
|
| Issuance of common units | | — |
| | — |
| | — |
| | — |
| | 69,000,000 |
| | 702,476 |
| | — |
| | — |
| | 702,476 |
| | — |
| | 702,476 |
|
| Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | | — |
| | — |
| | — |
| | — |
| | 15,450 |
| | 159 |
| | (15,450 | ) | | (159 | ) | | — |
| | — |
| | — |
|
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (481,261 | ) | | (4,652 | ) | | — |
| | — |
| | (4,652 | ) | | — |
| | (4,652 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 728,067 |
| | 10,728 |
| | — |
| | — |
| | 10,728 |
| | — |
| | 10,728 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 675 |
| | 675 |
|
| Distributions to Common OP Units and non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | (517,195 | ) | | — |
| | (13,068 | ) | | (530,263 | ) | | (115 | ) | | (530,378 | ) |
| Distributions to Preferred OP Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (195,863 | ) | | — |
| | (4,947 | ) | | (200,810 | ) | | (14 | ) | | (200,824 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (531 | ) | | — |
| | (28 | ) | | (559 | ) | | — |
| | (559 | ) |
| Balance, December 31, 2016 | | 42,834,138 |
|
| $ | 853,821 |
|
| 86,874 |
|
| $ | 3,171 |
|
| 974,146,650 |
|
| $ | 7,593,540 |
|
| 23,748,347 |
|
| $ | 166,598 |
|
| $ | 8,617,130 |
|
| $ | 2,403 |
|
| $ | 8,619,533 |
|
| Repurchases of common OP Units under the Share Repurchase Program | | — |
| | — |
| | — |
| | — |
| | (68,759 | ) | | (518 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (268,550 | ) | | (2,148 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 399,242 |
| | 16,754 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
| Distributions to Common OP Units and non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | (536,228 | ) | | — |
| | (13,060 | ) | | (549,288 | ) | | (167 | ) | | (549,455 | ) |
| Distributions to Preferred OP Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Disposition of consolidated joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | — |
| | 754 |
| | 32,572 |
| | (194 | ) | | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (26 | ) | | (1,039 | ) | | — |
| | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
|
| $ | 782,073 |
|
| 86,874 |
|
| $ | 3,027 |
|
| 974,208,583 |
|
| $ | 7,102,205 |
|
| 23,748,347 |
|
| $ | 154,266 |
|
| $ | 8,041,571 |
|
| $ | 1,305 |
|
| $ | 8,042,876 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Equity-based compensation, net | | — |
| | $ | — |
| | — |
| | $ | — |
| | 990,789 |
| | $ | 13,101 |
| | — |
| | $ | — |
| | $ | 13,101 |
| | $ | — |
| | $ | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | — |
| | (9,494 | ) | | (571,689 | ) | | — |
| | (571,689 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,328 | ) | | — |
| | — |
| | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to Series F Preferred Units | | — |
| | (68,397 | ) | | — |
| | (91 | ) | | — |
| | — |
| | — |
| | — |
| | (68,488 | ) | | — |
| | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
| | — |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | (22,798,898 | ) | | (126,590 | ) | | (218,510 | ) | | — |
| | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of capital | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | (2,071 | ) | | — |
| | — |
| | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | — |
| | (6,651 | ) | | (307,004 | ) | | (102 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (1,047 | ) | | (27,437 | ) | | — |
| | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
| | $ | 460,504 |
| | 49,766 |
| | $ | 1,869 |
| | 1,076,845,984 |
| | $ | 6,375,239 |
| | 786,719 |
| | $ | 4,433 |
| | $ | 6,842,045 |
| | $ | 1,233 |
| | $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | | | | | | | | | |
| Net income (loss) | | $ | 32,378 |
| | $ | (200,824 | ) | | $ | (323,492 | ) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | |
| Net (loss) income | | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | | |
| Depreciation and amortization | | 745,499 |
| | 806,548 |
| | 866,549 |
| | 495,232 |
| | 659,948 |
| | 745,499 |
|
| (Gain) loss on real estate assets and joint venture, net | | (61,536 | ) | | (55,722 | ) | | 65,582 |
| |
| Held for sale loss on discontinued operations | | 20,027 |
| | — |
| | — |
| |
| Gain on real estate assets, net | | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | | — |
| | — |
| | 20,027 |
|
| Impairments | | 50,548 |
| | 303,751 |
| | 305,094 |
| | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Reserve for loan loss | | — |
| | — |
| | 15,300 |
| |
| Equity-based compensation | | 16,751 |
| | 10,728 |
| | 14,500 |
| |
| Equity in (income) loss of unconsolidated entities | | (2,726 | ) | | 415 |
| | (2,361 | ) | |
| Equity based compensation | | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities | | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 3,646 |
| | 1,433 |
| | 4,873 |
| | 284 |
| | 1,366 |
| | 3,646 |
|
| Gain on early repayment of mortgage notes receivable and sale of investment securities | | (65 | ) | | — |
| | (65 | ) | |
| (Gain) loss on derivative instruments, net | | (2,976 | ) | | 1,191 |
| | 1,460 |
| |
| (Gain) loss on extinguishment and forgiveness of debt, net | | (18,373 | ) | | 771 |
| | (4,812 | ) | |
| Loss (gain) on investments | | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | | | | | | | |
| Investment in direct financing leases | | 2,097 |
| | 3,976 |
| | 2,035 |
| | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables and other assets, net | | (21,394 | ) | | (52,626 | ) | | (63,195 | ) | |
| Due from affiliates, net | | 1,163 |
| | (416 | ) | | 25,489 |
| |
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | 13,812 |
| | — |
| | — |
| | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | 10,742 |
| | (3,323 | ) | | (999 | ) | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, derivative and other liabilities | | (395 | ) | | (17,740 | ) | | (45,934 | ) | |
| Deferred rent, operating lease and other liabilities | | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | 50 |
| | (214 | ) | | (329 | ) | | — |
| | (66 | ) | | 50 |
|
| Liabilities associated with assets held for sale | | 4,019 |
| | — |
| | — |
| |
| Net cash provided by operating activities | | 793,267 |
|
| 797,948 |
|
| 859,695 |
| |
| Liabilities related to discontinued operations | | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | | (107,603 | ) |
| 493,914 |
| | 793,267 |
|
| Cash flows from investing activities: | | | | | | | | | | | | |
| Investments in real estate assets | | (699,004 | ) | | (100,194 | ) | | (36,319 | ) | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (21,694 | ) | | (16,568 | ) | | (18,569 | ) | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (14,850 | ) | | (17,411 | ) | | (57,682 | ) | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received from borrowers | | 6,796 |
| | 5,417 |
| | 6,921 |
| |
| Principal repayments received on investment securities and mortgage notes receivable | | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | — |
| | (25,777 | ) | | — |
| | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,972 |
| | 2,580 |
| | 6,479 |
| | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 445,525 |
| | 1,000,700 |
| | 1,009,107 |
| | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,191 | ) | | (2,259 | ) | | (1,911 | ) | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 400 |
| | — |
| | 392 |
| | 9,837 |
| | 46,966 |
| | 400 |
|
| Deposits for real estate assets | | (37,226 | ) | | (17,856 | ) | | (16,542 | ) | |
| Uses and refunds of deposits for real estate assets | | 36,111 |
| | 13,305 |
| | 48,702 |
| | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 355 |
| | — |
| | 839 |
| | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to affiliates | | (16,400 | ) | | (10,300 | ) | | (10,000 | ) | |
| Line of credit repayments from affiliates | | 25,100 |
| | 50,000 |
| | 10,000 |
| |
| Net cash (used in) provided by investing activities | | (274,106 | ) | | 881,637 |
|
| 941,417 |
| |
| Line of credit advances to Cole REITs | | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | | 613,218 |
| | 151,119 |
| | (274,106 | ) |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Proceeds from mortgage notes payable | | 4,652 |
| | 3,112 |
| | 1,445 |
| | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment and swap termination costs | | (424,385 | ) | | (337,022 | ) | | (188,892 | ) | |
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 329,000 |
| | 1,033,000 |
| | 60,000 |
| | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility, including swap termination costs | | (645,107 | ) | | (1,993,000 | ) | | (1,784,000 | ) | |
| Payments on credit facility | | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 600,000 |
| | 1,000,000 |
| | — |
| | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Payments on corporate bonds, including extinguishment costs | | — |
| | (1,311,203 | ) | | — |
| |
| Redemptions of corporate bonds, including extinguishment costs | | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
| | | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Payments of deferred financing costs | | (9,575 | ) | | (19,872 | ) | | (2,436 | ) | |
| Proceeds from 2016 Term Loan | | — |
| | 300,000 |
| | — |
| |
| Repayment of 2016 Term Loan | | — |
| | (300,000 | ) | | — |
| |
| Repurchases of common units under the Share Repurchase Program | | (518 | ) | | — |
| | — |
| |
| Repurchases of common units to settle tax obligations | | (2,148 | ) | | (4,652 | ) | | (2,227 | ) | |
| Proceeds from the issuance of Common Units, net of underwriters’ discount | | — |
| | 702,765 |
| | — |
| |
| Payments of equity issuance costs | | — |
| | (280 | ) | | — |
| |
| Repurchases of Common Stock under the share repurchase programs | | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 101 |
| | 675 |
| | — |
| | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (608,615 | ) | | (580,508 | ) | | (235,494 | ) | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (756,595 | ) |
| (1,506,985 | ) |
| (2,151,604 | ) | | (525,398 | ) |
| (655,406 | ) | | (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (237,434 | ) | | 172,600 |
|
| (350,492 | ) | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | 301,470 |
| | 128,870 |
| | 479,362 |
| | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | (2,973 | ) | | (4,968 | ) | | (5,850 | ) | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 298,497 |
| | 123,902 |
| | 473,512 |
| | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | | | | | | | |
| Cash and cash equivalents, and restricted cash, end of period | | 64,036 |
| | 301,470 |
| | 128,870 |
| |
| Cash and cash equivalents and restricted cash, end of period | | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | (2,198 | ) | | (2,973 | ) | | (4,968 | ) | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 61,838 |
| | $ | 298,497 |
|
| $ | 123,902 |
| | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 253,479 |
| | $ | 64,135 |
| | $ | 410,861 |
| | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 45,018 |
| | 59,767 |
| | 62,651 |
| | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 298,497 |
| | 123,902 |
| | 473,512 |
| | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | | | | | | | |
| Cash and cash equivalents at end of period | | 34,176 |
| | 253,479 |
| | 64,135 |
| | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 27,662 |
| | 45,018 |
| | 59,767 |
| | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 61,838 |
| | $ | 298,497 |
| | $ | 123,902 |
| | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172019
Note 1 – Organization
VEREIT® is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER“VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP.
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity.
Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 97.6%99.9% of the common equity interests in the OP as of December 31, 2017 with the remaining 2.4% of the common equity interests owned by unaffiliated investors and certain former directors, officers and employees of ARC Properties Advisors, LLC (the “Former Manager”).2019. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, is otherwise consented to by VEREIT, holders of OP Units have the right to redeem the OP Unitsunits for the cash value of a corresponding number of shares of VEREIT’s Common Stock or Series F Preferred Stock, as applicable, or, at theour option, of VEREIT, a corresponding number of shares of VEREIT’s Common Stock.Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets.
The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s boardBoard of directors,Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as General“General Partner OP Units.Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as Limited“Limited Partner OP Units.Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s boardBoard of directorsDirectors authorizes the issuance of any new class of equity securities.
Prior to the fourth quarter of 2017, the Company operated through two business segments, the real estate investment segment and the investment management segment, Cole Capital. Substantially all of the Cole Capital segment’s operations were conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. CCA was treated as a taxable REIT subsidiary (“TRS”) under Section 856 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As discussed further in Note 5 —Discontinued Operations, on November 13, 2017, the OP entered into a purchase and sale agreement (the “Cole Capital Purchase and Sale Agreement”) with CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC. Under the terms of the Cole Capital Purchase and Sale Agreement, the Company agreed to sell to the Cole Purchaser all of the issued and outstanding shares of common stock of CCA and certain of CCA’s subsidiaries. The sale closed on February 1, 2018. As the Company entered into the Cole Capital Purchase and Sale Agreement during the fourth quarter of 2017, the Company's financial results are reported as a single segment, and the assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations.
Note 2 –Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture arrangements.venture. The portionsportion of the consolidated joint venture arrangements not owned by the Company areis presented as non-controlling interestsinterest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, as described in Note 1 – Organization, and Note 12 – Equity, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to Common Stock, any differenceEquity is reallocated between the fair value of shares of Common Stock issuedcontrolling and the carrying value ofnoncontrolling interests in the OP Units converted is recordedupon a change in ownership. At the end of each reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as a component of equity.applicable. As of each of December 31, 20172019 and December 31, 2016,2018, there were approximately 0.8 million and 23.7 million Limited Partner OP Units outstanding.
issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively.
For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity.
The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP.
Reclassification
As described below, the following items previously reported haveThe (loss) gain on derivative instruments, net line item has been reclassifiedcombined into other income, net for prior periods presented to conformbe consistent with the current period’syear presentation.
Direct financing lease income has been reclassified to rental income for all periods presented.
The assets and liabilities to be transferred pursuant to the Cole Capital Purchase and Sale Agreement and related financial results are reflected in the consolidated balance sheets and consolidated statements of operations as discontinued operations for all periods presented.
In connection with the adoption of Accounting Standards Update (“ASU”) 2016-15 and ASU 2016-18, discussed in “Recent Accounting Pronouncements,” certain reclassifications have been made to prior period balances to conform to current presentation in the consolidated statement of cash flows. Under ASU 2016-15, the Company reclassified a portion of distributions received from equity method investments which were previously reported in cash flows provided by operating activities to cash flows from investing activities in the consolidated statement of cash flows. Under ASU 2016-18, transfers to or from restricted cash which have previously been shown in the Company’s investing activities section of the consolidated statements of cash flows are now required to be shown as part of the total change in cash, cash equivalents and restricted cash in the consolidated statements of cash flows.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for intangible lease assets.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Allocation of Purchase Price of Real Estate Assets
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their respectiverelative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases, including leasing commissions, legal and other related expenses. The value of in-place leases is amortized over the initial term of the respective leases. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense.
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. Above-market leases are amortized as a reduction to rental incomerevenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental incomerevenue over the remaining terms of the respective leases, including any bargain renewal periods.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
In January 2017, the Company elected to early adopt ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. During the yearyears ended December 31, 2019, 2018 and 2017, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Prior to January 1, 2017, external costs related to property acquisitions were expensed as incurred. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented.
Assets Held for Sale
Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. See Note 4 –3–Real Estate Investments and Related Intangiblesfor further discussion regarding properties held for sale.
If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying value before the property was classified
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.
Development Activities
Project costs, which include interest expense, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. Once the development and construction of the building is substantially completed, the amounts capitalized to construction in progress are transferred to (i) land and (ii) buildings, fixtures and improvements and are depreciated over their respective useful lives.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Discontinued Operations
The Company reports discontinued operations when a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 514 —Discontinued Operations for further discussion regarding discontinued operations.
Investment in Unconsolidated Entities
Unconsolidated Joint Ventures
The Company accounts for its investment in unconsolidated joint venture arrangements (the “Unconsolidated Joint Ventures”) using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financial policies of these investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint ventures’ earnings and distributions. The Company records its proportionate share of net income (loss) from the Unconsolidated Joint Ventures in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 4 –Real Estate Investments and Related Intangibles for further discussion on investments in Unconsolidated Joint Ventures.
Cole REITs
As of December 31, 2017 and 2016, the Company owned equity investments in Cole Credit Property Trust IV, Inc. (“CCPT IV”), Cole Real Estate Income Strategy (Daily NAV), Inc. (“INAV”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”), and Cole Credit Property Trust V, Inc. (“CCPT V” and collectively with CCPT IV, INAV, CCIT II and CCIT III, the “Cole REITs”). The Company accounts for these investments using the equity method of accounting which requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective entity’s earnings and distributions. The Company records its proportionate share of net income (loss) from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 17 – Related Party Transactions and Arrangements for further discussion on the Cole REITs.
Leasehold Improvements and Property and Equipment
The Company leases its corporate office facilities under operating leases. Leasehold improvements related to these are recorded at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or remaining lease term.
Property and equipment, which typically include computer hardware and software, furniture and fixtures, among other items, are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated useful lives of the assets, which range from three to seven years. The Company reassesses the useful lives of its property and equipment and adjusts the future monthly depreciation expense based on the new useful life, as applicable. If the Company disposes of an asset, the asset and related accumulated depreciation are written off upon disposal.
Goodwill
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill.
Prior to the adoption of ASU 2017-01, as discussed in “Recent Accounting Pronouncements,” in the event the Company disposed of a property, or classified a property as an asset held for sale, that constituted a business under U.S. GAAP, the Company allocated a portion of the real estate investments reporting unit’s goodwill to that property in determining the gain or loss on the
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
disposal of the property. The amount of goodwill allocated to the business was based on the relative fair value of the business to the fair value of the reporting unit.
Impairments
Real Estate Assets
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in Note 9 – Fair Value Measures. See also Note 4 –Real Estate Investments and Related Intangibles for further discussion regarding real estate investment activity.
Goodwill
The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company’s annual testing date is during the fourth quarter. In 2017, the Company adopted ASU 2017-04, Intangibles – Goodwill and Others (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which allows the Company to test goodwill for impairment by comparing the carrying value of net assets to their respective fair value. If the fair value is determined to be less than the carrying value, an impairment charge will be recorded for the difference between the fair value and the carrying value. The Company estimates the fair value using discounted cash flows and relevant competitor multiples. The evaluation of goodwill for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. While the Company believes its assumptions are reasonable, there are no guarantees as to actual results. Changes in assumptions based on actual results may have a material impact on the Company’s financial results. The assumptions and uncertainties utilized in the evaluation of the impairment of goodwill are discussed in detail in Note 9 – Fair Value Measures. Goodwill activity is also discussed in Note 3 – Goodwill and goodwill related to discontinued operations is discussed in Note 5 —Discontinued Operations.
Intangible Assets
The Company’s intangible assets primarily consisted of management and advisory contracts that the discontinued operations, Cole Capital, had with certain Cole REITs. There were no impairment indicators identified during the year ended December 31, 2017.
The Company evaluates intangible assets for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company tested intangible assets for impairment by first comparing the carrying value of the asset group to the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company adjusts the intangible assets to their respective fair values and recognized an impairment loss.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
InvestmentConvertible Debt
Summary and Obligations
During the year ended December 31, 2019, the Company repurchased $80.7 million of the 2020 Convertible Notes and paid accrued and unpaid interest thereon. As of December 31, 2019, the Company had $321.8 million aggregate principal amount of the 2020 Convertible Notes outstanding. The OP has issued corresponding identical convertible notes to the General Partner. There were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes that it was in Unconsolidated Entitiescompliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of December 31, 2019.
Mortgage Notes Payable
Summary and Obligations
As of December 31, 2019, the Company had non-recourse mortgage indebtedness of $1.5 billion, which was collateralized by 355 properties, reflecting a decrease from December 31, 2018 of $388.1 million during the year ended December 31, 2019, primarily related to prepayments of mortgage notes payable. Our mortgage indebtedness bore interest at the weighted-average rate of 5.05% per annum and had a weighted-average maturity of 2.8 years. We may in the future incur additional mortgage debt on the properties we currently own or use long-term non-recourse financing to acquire additional properties.
The payment terms of our loan obligations vary. In general, only interest amounts are payable monthly with all unpaid principal and interest due at maturity. Some of our loan agreements require that we comply with specific reporting and financial covenants mainly related to debt coverage ratios and loan-to-value ratios. Each loan that has these requirements has specific ratio thresholds that must be met.
Restrictions on Loan Covenants
Our mortgage loan obligations generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios), as well as the maintenance of a minimum net worth. The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. The Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends as of December 31, 2019.
Derivative Activity
As discussed in Note 6 –Debt and Note 7 –Derivatives and Hedging Activities, during the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt.
Dividends
On November 5, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend of $0.55 per share) for the fourth quarter of 2019 to stockholders of record as of December 31, 2019, which was paid on January 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit.
Our Series F Preferred Stock, as discussed in Note 12 – Equity to our consolidated financial statements, will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis).
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | More than 5 years |
| Principal payments - mortgage notes | | $ | 1,529,057 |
| | $ | 188,385 |
| | $ | 588,466 |
| | $ | 745,238 |
| | $ | 6,968 |
|
Interest payments - mortgage notes (1) | | 210,667 |
| | 74,251 |
| | 102,135 |
| | 33,154 |
| | 1,127 |
|
| Principal payments - Credit Facility | | 1,050,000 |
| | — |
| | 150,000 |
| | 900,000 |
| | — |
|
Interest payments - Credit Facility (1) (2) | | 119,683 |
| | 38,281 |
| | 72,246 |
| | 9,156 |
| | — |
|
| Principal payments - corporate bonds | | 2,850,000 |
| | — |
| | — |
| | 500,000 |
| | 2,350,000 |
|
| Interest payments - corporate bonds | | 796,198 |
| | 119,988 |
| | 239,976 |
| | 219,212 |
| | 217,022 |
|
| Principal payments - convertible debt | | 321,802 |
| | 321,802 |
| | — |
| | — |
| | — |
|
| Interest payments - convertible debt | | 11,531 |
| | 11,531 |
| | — |
| | — |
| | — |
|
| Operating and ground lease commitments | | 334,977 |
| | 22,287 |
| | 44,406 |
| | 42,827 |
| | 225,457 |
|
Other commitments (3) | | 4,345 |
| | 4,345 |
| | — |
| | — |
| | — |
|
| Total | | $ | 7,228,260 |
| | $ | 780,870 |
| | $ | 1,197,229 |
| | $ | 2,449,587 |
| | $ | 2,800,574 |
|
| |
| (1) | Interest payments due in future periods on the $164.4 million of variable rate debt were calculated using a forward LIBOR curve. |
| |
| (2) | As of December 31, 2019, we had $900.0 million of variable rate debt on the Credit Facility Term Loan effectively fixed through the use of interest rate swap agreements. We used the interest rates effectively fixed under our swap agreements to calculate the debt payment obligations in future periods. |
| |
| (3) | Includes the Company’s share of capital expenditures related to an expansion project of the property held within an unconsolidated joint venture and letters of credit outstanding. Subsequent to December 31, 2019, all letters of credit outstanding were terminated. |
Cash Flow Analysis for the year ended December 31, 2019
Operating Activities –During the year ended December 31, 2019, net cash used in operating activities increased $601.5 million to $107.6 million from $493.9 million net cash provided by operating activities during the same period in 2018. The increase was primarily due to a $524.5 million increase in litigation and non-routine costs, net, including litigation settlements, paid during the year ended December 31, 2019.
Investing Activities –Net cash provided by investing activities for the year ended December 31, 2019 increased $462.1 million to $613.2 million from $151.1 million during the same period in 2018. The increase was primarily related to an increase in cash proceeds from dispositions of real estate and joint ventures of $565.2 million and a decrease in investments in real estate assets of $106.0 million, offset by a decrease in net proceeds from disposition of discontinued operations of $122.9 million, a decrease in proceeds from the sale of CMBS and mortgage notes receivables of $37.1 million and an increase in payments for capital expenditures and leasing costs and real estate developments of $34.6 million.
Financing Activities –Net cash used in financing activities of $525.4 million decreased $130.0 million during the year ended December 31, 2019 from $655.4 million during the same period in 2018. The decrease was primarily related to $1.0 billion of proceeds received from the issuance of Common Stock in 2019, offset by the redemption of $300.1 million of Series F Preferred Stock in 2019, an increase in payments on mortgage notes payable and other debt, including debt extinguishment costs of $236.2 million, and a decrease of $170.0 million in net proceeds related to the credit facilities, corporate bonds and convertible notes. In addition, during the year ended December 31, 2019, $192.0 million of payments were made related to the surrender of Limited Partner OP Units, with no comparable activity during the same period in 2018.
Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for the cash flow analysis for the years ended December 31, 2018 and 2017.
Election as a REIT
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. As a REIT, except as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019.
The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the Operating Partnership is required to determine whether an eventtake into account its allocable share of the Operating Partnership’s income, gains, losses, deductions and credits for each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property. Under the LPA, the Operating Partnership is required to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The Company conducted substantially all of the Cole Capital business activities through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Puerto Rico and, as a result, it files income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related Party Transactions and Agreements
Through the closing of the Cole Capital sale, we were contractually responsible for managing the Cole REITs’ affairs on a day-to-day basis. For further explanation of the various related party transactions, agreements and fees see Note 15 –Related Party Transactions and Arrangements to our consolidated financial statements in this report.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements that have had or change in circumstances has occurred that mayare reasonably likely to have a significantcurrent or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse effectchanges in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and forwards in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
Interest Rate Risk
As of December 31, 2019, our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use of derivative instruments, with a fair value and carrying value of $5.8 billion and $5.6 billion, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of anythe debt, but they have no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed rate debt of $217.6 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt of $236.0 million.
As of December 31, 2019, our debt included variable-rate debt with a fair value and carrying value of $164.5 million and $164.4 million, respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $1.6 million annually. See Note 6 –Debt to our consolidated financial statements.
As of December 31, 2019, our interest rate swaps had a fair value that resulted in net liabilities of $27.8 million. See Note 7 –Derivatives and Hedging Activities to our consolidated financial statements for further discussion.
As the information presented above includes only those exposures that existed as of December 31, 2019, it does not consider exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.
In July 2017, the FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on our variable rate debt as discussed in Note 6 –Debt and the swap rate for our interest rate swaps, as discussed in Note 7 –Derivatives and Hedging Activities. See Item 1A. Risk Factors for further discussion on risks related to changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates.
Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.
Item 8. Financial Statements and Supplementary Data.
The information required by Item 8 is hereby incorporated by reference to our consolidated financial statements beginning on page F-1 of this document.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
I. Discussion of Controls and Procedures of the General Partner
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to the General Partner.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its investmentinherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
II. Discussion of Controls and Procedures of the Operating Partnership
In the information incorporated by reference into this Part II of Item 9A, the term “Company” refers to the Operating Partnership, except as the context otherwise requires.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the unconsolidated entities. IfSEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an eventevaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
Changes in Internal Control Over Financial Reporting
No change occurred in circumstanceour internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has occurred,materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2019, of the Company and our report dated February 25, 2020, expressed an unqualified opinion on those financial statements.
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 Annual 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 evaluate its investmentbe 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 unconsolidated entitycircumstances. We believe that our audit provides a reasonable basis for potentialour 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/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
Item 9B. Other Information.
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
The Financial Statements are included herein at pages F-1 through F-59.
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts is included herein on page F-60.
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-61 through F-178.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-179.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (and are numbered in accordance with Item 601 of Regulation S-K):
|
| | |
| Exhibit No. | | Description |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 3.4 | | |
| 3.5 | | |
| 3.6 | | |
| 3.7 | | |
| 3.8 | | |
| 3.9 | | |
| 3.10 | | |
| 3.11 | | |
| 3.12 | | |
| 3.13 | | |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
|
| | |
| Exhibit No. | | Description |
| 4.4 | | |
| 4.6 | | |
| 4.7 | | |
| 4.8 | | Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014). |
| 4.9 | | |
| 4.10 | | |
| 4.11 | | |
| 4.13 | | |
| 4.14 | | |
| 4.15 | | |
| 4.16 | | |
| 4.17 | | |
| 4.18 | | |
| 4.19 | | |
| 4.20* | | |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 10.4† | | |
| 10.5† | | |
| 10.6† | | |
| 10.7† | | |
| 10.8† | | |
| 10.9† | | |
|
| | |
| Exhibit No. | | Description |
| 10.10† | | |
| 10.11† | | |
| 10.12† | | |
| 10.13† | | |
| 10.14† | | |
| 10.15† | | |
| 10.16† | | |
| 10.17† | | |
| 10.18† | | |
| 10.19† | | |
| 10.20† | | |
| 10.21† | | |
| 10.22† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.23† | | |
| 10.24† | | |
| 10.25† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.26† | | |
| 10.27† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.28† | | |
| 10.29† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.30 | | |
|
| | |
| Exhibit No. | | Description |
| 10.31 | | |
| 21.1* | | |
| 23.1* | | |
| 23.2* | | |
| 31.1* | | |
| 31.2* | | |
| 31.3* | | |
| 31.4* | | |
| 32.1** | | |
| 32.2** | | |
| 32.3** | | |
| 32.4** | | |
| 101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). |
_____________________________
| |
| ** | 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. |
† Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | |
| VEREIT, INC. |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
| | |
| VEREIT OPERATING PARTNERSHIP, L.P. |
| By: VEREIT, Inc., its sole general partner |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Dated: February 25, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.
|
| | | | |
| Name | | Capacity * | | Date |
| | | | |
| /s/ Glenn J. Rufrano | | Chief Executive Officer | | February 25, 2020 |
| Glenn J. Rufrano | | (Principal Executive Officer and Director) | | |
| | | | |
| /s/ Michael J. Bartolotta | | Executive Vice President and Chief Financial Officer | | February 25, 2020 |
| Michael J. Bartolotta | | (Principal Financial Officer) | | |
| | | | |
| /s/ Gavin B. Brandon | | Senior Vice President and Chief Accounting Officer | | February 25, 2020 |
| Gavin B. Brandon | | (Principal Accounting Officer) | | |
| | | | |
| /s/ Hugh R. Frater | | Director, Non-Executive Chairman | | February 25, 2020 |
| Hugh R. Frater | | | | |
| | | | |
| /s/ David B. Henry | | Director | | February 25, 2020 |
| David B. Henry | | | | |
| | | | |
| /s/ Mary Hogan Preusse | | Director | | February 25, 2020 |
| Mary Hogan Preusse | | | | |
| | | | |
| /s/ Richard J. Lieb | | Director | | February 25, 2020 |
| Richard J. Lieb | | | | |
| | | | |
| /s/ Mark S. Ordan | | Director | | February 25, 2020 |
| Mark S. Ordan | | | | |
| | | | |
| /s/ Eugene A. Pinover | | Director | | February 25, 2020 |
| Eugene A. Pinover | | | | |
| | | | |
| /s/ Julie G. Richardson | | Director | | February 25, 2020 |
| Julie G. Richardson | | | | |
|
| |
| * | Each person is signing in his or her capacity as an officer and/or director of VEREIT, Inc., which is the sole general partner of VEREIT Operating Partnership, L.P. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 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 accounting principles generally accepted in the United States of America.
We have also 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2020 expressed an unqualified opinion on the Company’s internal control over financial reporting.
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 Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Investments - Impairments- Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
The Company performs quarterly impairment review procedures, primarily through monitoring of events and determine ifchanges in circumstances that could indicate the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated entity for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments of unconsolidated entities were identified during the years ended December 31, 2017, 2016 or 2015.
Leasehold Improvements and Property and Equipment
Leasehold improvements and property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value of suchreal estate assets may not be recoverable. If this review indicates thatThe Company assesses the recoverability of real estate assets by determining whether the carrying value of the asset isassets will be recovered from the undiscounted future cash flows expected from the use of the assets and their eventual disposition. Estimating future undiscounted cash flows requires management to make significant estimates and assumptions, including estimating the expected holding period of the assets when assessing recoverability.
In the event that such expected undiscounted future cash flows do not recoverable,exceed the carrying value, the Company recordswill adjust the carrying value of real estate assets to their respective fair values and recognize an impairment loss, measured atloss. Generally, fair value by estimated discounted cash flows or market appraisals. The evaluation of leasehold improvements and property and equipment for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairments of leasehold improvements and property and equipment were identified during the years ended December 31, 2017, 2016 or 2015.
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds with original maturities of three months or less. The Company deposits cash with several high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.
Restricted Cash
The Company had $27.7 million and $45.0 million, respectively, in restricted cash as of December 31, 2017 and December 31, 2016. Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at December 31, 2017 was $26.4 million in lender reserves and $1.3 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2016 was $40.7 million in lender reserves and $4.3 million held in restricted lockbox accounts.
Investment in Direct Financing Leases
The Company has acquired certain properties that are subject to leases that qualify as direct financing leases in accordance with U.S. GAAP due to the significance of the lease payments from the inception of the leases compared to the fair value of the property or due to bargain purchase options. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimateddetermined using a discounted cash flow analysis based on interest rates that would representand recent comparable sales transactions. During 2019, the Company’s incremental borrowing rate for similar typesCompany recorded $47.1 million of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease.impairment charges.
We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions required to evaluate the recoverability of real estate assets, including the estimated holding period of the assets when assessing recoverability. Auditing the assumptions used by the Company in estimating future undiscounted cash flows required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the Company’s recoverability analysis.
F-22How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to test the assumptions used by management to estimate forecasted cash flows, including management’s expected holding period of such real estate assets, consisted of the following, among others:
We tested the effectiveness of internal controls over the inputs of the forecasted cash flows used in the recoverability analysis.
With the assistance of our fair value specialists, we evaluated the undiscounted future cash flows analysis, including estimates of future occupancy levels, market rental revenue, and capitalization rates, in addition to the assessment of expected remaining holding period and changes in management’s intent with respect to the expected holding period for each real estate asset with possible impairment indicators by:
| |
| 1. | Making inquiries of accounting and operations management. |
| |
| 2. | Comparing the source data and management’s assumptions to the Company’s historical results and external market sources. |
| |
| 3. | Testing the mathematical accuracy of the undiscounted future cash flows analysis. |
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Company’s auditor since 2015.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the partners of VEREIT Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P and subsidiaries (the "Operating Partnership") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of 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 accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership 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. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Operating Partnership’s auditor since 2015.
VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
| | 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
| | 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
| |
|
|
| Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 and 42,834,138 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 309 |
| | 428 |
|
| Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,076,845,984 and 967,515,165 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 10,768 |
| | 9,675 |
|
| Additional paid-in capital | | 13,251,962 |
| | 12,615,472 |
|
| Accumulated other comprehensive loss | | (27,670 | ) | | (1,280 | ) |
| Accumulated deficit | | (6,399,626 | ) | | (5,467,236 | ) |
| Total stockholders’ equity | | 6,835,743 |
| | 7,157,059 |
|
| Non-controlling interests | | 7,535 |
| | 143,085 |
|
| Total equity | | 6,843,278 |
| | 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
|
| 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net |
| 11,752 |
|
| (164,237 | ) |
| (197,876 | ) |
| (Loss) income before taxes |
| (302,844 | ) |
| (86,624 | ) |
| 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) |
| (91,725 | ) |
| 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) | | (88,030 | ) | | 32,378 |
|
Net loss (income) attributable to non-controlling interests (1) | | 6,753 |
| | 2,256 |
| | (560 | ) |
| Net (loss) income attributable to the General Partner | | $ | (300,353 | ) |
| $ | (85,774 | ) |
| $ | 31,818 |
|
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per share attributable to common stockholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss (income) attributable to limited partners and a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income | | (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income | | (334,543 | ) | | (85,685 | ) | | 31,339 |
|
Comprehensive loss (income) attributable to non-controlling interests(1) | | 7,800 |
| | 2,200 |
| | (534 | ) |
| Total comprehensive (loss) income attributable to the General Partner | | $ | (326,743 | ) | | $ | (83,485 | ) | | $ | 30,805 |
|
| |
| (1) | Represents comprehensive loss (income) attributable to limited partners and a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,146,650 |
| | $ | 9,741 |
| | $ | 12,640,171 |
| | $ | (2,556 | ) | | $ | (4,200,423 | ) | | $ | 8,447,361 |
| | $ | 172,172 |
| | $ | 8,619,533 |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (68,759 | ) | | (1 | ) | | (517 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (268,550 | ) | | (2 | ) | | (2,146 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 399,242 |
| | 4 |
| | 16,750 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | (535,657 | ) | | — |
| | (535,657 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,227 | ) | | (13,227 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | (571 | ) | | — |
| | (571 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Disposition of joint venture | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | 31,818 |
| | 560 |
| | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | | (26 | ) | | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,208,583 |
| | $ | 9,742 |
| | $ | 12,654,258 |
| | $ | (3,569 | ) | | $ | (4,776,581 | ) | | $ | 7,884,278 |
| | $ | 158,598 |
| | $ | 8,042,876 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 32,439 |
| | — |
| | 241 |
| | — |
| | — |
| | 241 |
| | (241 | ) | | — |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (7,206,876 | ) | | (72 | ) | | (50,082 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (324,502 | ) | | (2 | ) | | (2,324 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 805,521 |
| | 7 |
| | 13,307 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | (532,144 | ) | | — |
| | (532,144 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,048 | ) | | (13,048 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 72 |
| | — |
| | (989 | ) | | (917 | ) | | — |
| | (917 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | (85,774 | ) | | (2,256 | ) | | (88,030 | ) |
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 2,289 |
| | 56 |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
| | $ | 428 |
| | 967,515,165 |
| | $ | 9,675 |
| | $ | 12,615,472 |
| | $ | (1,280 | ) | | $ | (5,467,236 | ) | | $ | 7,157,059 |
| | $ | 143,085 |
| | $ | 7,300,144 |
|
| Issuance of Common Stock, net | | — |
| | — |
| | 108,410,070 |
| | 1,084 |
| | 1,013,131 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 130,291 |
| | 1 |
| | 1,166 |
| | — |
| | — |
| | 1,167 |
| | (1,167 | ) | | — |
|
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Conversion of Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | $ | 1 |
| | — |
| | $ | — |
| | $ | 922 |
| | $ | — |
| | $ | — |
| | $ | 923 |
| | $ | (923 | ) | | $ | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (120 | ) | | — |
| | — |
| | (300,002 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (200,331 | ) | | (2 | ) | | (1,616 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 990,789 |
| | 10 |
| | 13,091 |
| | — |
| | — |
| | 13,101 |
| | — |
| | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | (562,195 | ) | | — |
| | (562,195 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9,494 | ) | | (9,494 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 117 |
| | — |
| | (1,445 | ) | | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (68,397 | ) | | (68,397 | ) | | (91 | ) | | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | — |
| | — |
| | (91,920 | ) | | (126,590 | ) | | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of equity | | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | — |
| | 2,071 |
| | (2,071 | ) | | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | (300,353 | ) | | (6,753 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (26,390 | ) | | (1,047 | ) | | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
|
| $ | 309 |
|
| 1,076,845,984 |
|
| $ | 10,768 |
|
| $ | 13,251,962 |
|
| $ | (27,670 | ) |
| $ | (6,399,626 | ) |
| $ | 6,835,743 |
|
| $ | 7,535 |
|
| $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | |
| | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity-based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities and gain on joint venture | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) | | 493,914 |
|
| 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
|
| (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) | | (655,406 | ) |
| (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
|
| $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
|
| 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
|
| 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
|
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
|
| |
|
|
| General Partner's preferred equity, 30,871,246 and 42,834,138 General Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 460,504 |
| | 710,325 |
|
| General Partner's common equity, 1,076,845,984 and 967,515,165 General Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 6,375,239 |
| | 6,446,734 |
|
| Limited Partner's preferred equity, 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 1,869 |
| | 2,883 |
|
| Limited Partner's common equity, 786,719 and 23,715,908 Limited Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 4,433 |
| | 138,931 |
|
| Total partners’ equity | | 6,842,045 |
|
| 7,298,873 |
|
| Non-controlling interests | | 1,233 |
| | 1,271 |
|
| Total equity | | 6,843,278 |
|
| 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
| | 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net | | 11,752 |
|
| (164,237 | ) | | (197,876 | ) |
| (Loss) income before taxes | | (302,844 | ) |
| (86,624 | ) | | 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) | | (91,725 | ) | | 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) |
| (88,030 | ) | | 32,378 |
|
Net loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Net (loss) income attributable to the OP | | $ | (307,004 | ) |
| $ | (87,876 | ) | | $ | 32,572 |
|
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per unit attributable to common unitholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss attributable to a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income |
| (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income |
| (334,543 | ) |
| (85,685 | ) | | 31,339 |
|
Comprehensive loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Total comprehensive (loss) income attributable to the OP |
| $ | (334,441 | ) |
| $ | (85,531 | ) | | $ | 31,533 |
|
| |
| (1) | Represents comprehensive loss attributable to a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 853,821 |
| | 86,874 |
| | $ | 3,171 |
| | 974,146,650 |
| | $ | 7,593,540 |
| | 23,748,347 |
| | $ | 166,598 |
|
| $ | 8,617,130 |
| | $ | 2,403 |
|
| $ | 8,619,533 |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (68,759 | ) | | (518 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (268,550 | ) | | (2,148 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 399,242 |
| | 16,754 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | — |
| | (13,060 | ) | | (548,717 | ) | | (167 | ) | | (548,884 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | — |
| | — |
| | (571 | ) | | — |
| | (571 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Disposition of joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | — |
| | 754 |
| | 32,572 |
| | (194 | ) | | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (26 | ) | | (1,039 | ) | | — |
| | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
|
| $ | 782,073 |
|
| 86,874 |
|
| $ | 3,027 |
|
| 974,208,583 |
|
| $ | 7,102,205 |
|
| 23,748,347 |
|
| $ | 154,266 |
|
| $ | 8,041,571 |
|
| $ | 1,305 |
|
| $ | 8,042,876 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 32,439 |
| | 241 |
| | (32,439 | ) | | (241 | ) | | — |
| | — |
| | — |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (7,206,876 | ) | | (50,154 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (324,502 | ) | | (2,326 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 805,521 |
| | 13,314 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | — |
| | (13,048 | ) | | (545,192 | ) | | — |
| | (545,192 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (917 | ) | | — |
| | — |
| | (917 | ) | | — |
| | (917 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | — |
| | (2,102 | ) | | (87,876 | ) | | (154 | ) | | (88,030 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 56 |
| | 2,345 |
| | — |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
|
| $ | 710,325 |
|
| 86,874 |
|
| $ | 2,883 |
|
| 967,515,165 |
|
| $ | 6,446,734 |
|
| 23,715,908 |
|
| $ | 138,931 |
|
| $ | 7,298,873 |
|
| $ | 1,271 |
|
| $ | 7,300,144 |
|
| Issuance of common OP Units, net | | — |
| | — |
| | — |
| | — |
| | 108,410,070 |
| | 1,014,215 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 130,291 |
| | 1,167 |
| | (130,291 | ) | | (1,167 | ) | | — |
| | — |
| | — |
|
| Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | 923 |
| | (37,108 | ) | | (923 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (182,347 | ) | | — |
| | — |
| | — |
| | (117,775 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (200,331 | ) | | (1,618 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Equity-based compensation, net | | — |
| | $ | — |
| | — |
| | $ | — |
| | 990,789 |
| | $ | 13,101 |
| | — |
| | $ | — |
| | $ | 13,101 |
| | $ | — |
| | $ | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | — |
| | (9,494 | ) | | (571,689 | ) | | — |
| | (571,689 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,328 | ) | | — |
| | — |
| | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to Series F Preferred Units | | — |
| | (68,397 | ) | | — |
| | (91 | ) | | — |
| | — |
| | — |
| | — |
| | (68,488 | ) | | — |
| | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
| | — |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | (22,798,898 | ) | | (126,590 | ) | | (218,510 | ) | | — |
| | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of capital | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | (2,071 | ) | | — |
| | — |
| | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | — |
| | (6,651 | ) | | (307,004 | ) | | (102 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (1,047 | ) | | (27,437 | ) | | — |
| | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
| | $ | 460,504 |
| | 49,766 |
| | $ | 1,869 |
| | 1,076,845,984 |
| | $ | 6,375,239 |
| | 786,719 |
| | $ | 4,433 |
| | $ | 6,842,045 |
| | $ | 1,233 |
| | $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | | | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) |
| 493,914 |
| | 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
| | (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) |
| (655,406 | ) | | (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)2019
Mortgage Notes Receivable
Note 1 – Organization
VEREIT is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP.
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company classifiesactively manages its mortgage notes receivableportfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity.
Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 99.9% of the common equity interests in the OP as long-term investmentsof December 31, 2019. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets.
The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s Board of Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance of any new class of equity securities.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, as described in Note 1 – Organization and Note 12 – Equity, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of December 31, 2019 and 2018, there were approximately 0.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively.
For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity.
The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company intendsconsolidates any VIEs when the Company is determined to holdbe the mortgage notes receivableprimary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the foreseeable future or until maturity. Mortgage notes receivable investments are carried onequity method could be material to the Company’s consolidated balance sheetsfinancial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP.
Reclassification
The (loss) gain on derivative instruments, net line item has been combined into other income, net for prior periods presented to be consistent with the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes.
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for intangible lease assets.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Allocation of Purchase Price of Real Estate Assets
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases, including leasing commissions, legal and other related expenses. The value of in-place leases is amortized cost (unpaid principal balance adjustedover the initial term of the respective leases. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense.
Above-market and below-market in-place lease values for unearned discount or premiumowned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and mortgage notes receivable origination fees), netmanagement’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any allowance for mortgage notes receivable losses. Discounts or premiums and mortgage notes receivable origination feesbargain renewal periods. Above-market leases are amortized as a component of interest income using the effective interest methodreduction to rental revenue over the liferemaining terms of the respective mortgage notes receivable. From timeleases. Below-market leases are amortized as an increase to time,rental revenue over the Companyremaining terms of the respective leases, including any bargain renewal periods.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may determineresult in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
During the years ended December 31, 2019, 2018 and 2017, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to sellasset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented.
Assets Held for Sale
Upon classifying a mortgage note receivable in which case it must reclassify the assetreal estate investment as held for sale. Mortgage notes receivablesale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are carriedrecorded at the lower of costcarrying value or estimated fair value.value, less the estimated cost to dispose of the assets. See Note 3–Real Estate Investments and Related Intangiblesfor further discussion regarding properties held for sale.
If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company also evaluatesmeasures and records a property that is reclassified as held and used at the lower of (i) its mortgage notes receivablecarrying value before the property was classified as held for possible impairment onsale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.
Development Activities
Project costs, which include interest expense, associated with the development, construction and lease-up of a quarterly basis,real estate project are capitalized as discussedconstruction in Note 7progress. Once the development and construction of the building is substantially completed, the amounts capitalized to construction in progress are transferred to (i) land and (ii) buildings, fixtures and improvements and are depreciated over their respective useful lives.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – Mortgage Notes Receivable(Continued)
Commercial Mortgage-Backed Securities
Discontinued Operations
The Company classifies all of its commercial mortgage-backed securities (“CMBS”) as available for sale for financial accounting purposes. Under U.S. GAAP, securities classified as available for sale are carried on the consolidated balance sheet at fair value with the net unrealized gains or losses included in accumulated other comprehensive income (loss),reports discontinued operations when a component of stockholders’ equity. Any premiumsan entity or discountsgroup of components that has been disposed of or classified as held for sale represents a strategic shift that has or will have a major effect on securitiesan entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are amortized as a component of interest income using the effective interest method.
The Company estimates fair value on all securities investments quarterly based on a variety of inputs. Under U.S. GAAP, securities where the fair value is less thanreflected in the Company’s cost are deemed impaired and, therefore, must be measuredconsolidated statements of operations as discontinued operations for other-than-temporary impairment. If an impaired security (i.e., fair value is below cost) is intended to be sold or required to be sold prior to expected recovery of the impairment loss, the full amount of the loss must be recorded in earnings as an other-than-temporary impairment. Otherwise, temporary impairment losses are included in other comprehensive income (loss).
In estimating credit or other-than-temporary impairment losses, management considers a variety of factors, including (1) the financial condition and near-term prospects of the credit, including credit rating of the security and the underlying tenant and an estimate of the likelihood, amount and expected timing of any default, (2) whether the Company expects to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value, (3) the length of time and the extent to which the fair value has been below cost, (4) current market conditions, (5) expected cash flows from the underlying collateral and an estimate of underlying collateral values, and (6) subordination levels within the securitization pool. These estimates are highly subjective and could differ materially from actual results. From the period the Company acquired the CMBS through December 31, 2017, the Company had no other-than-temporary impairment losses.all periods presented. See Note 6 – Investment Securities, at Fair Value14 —Discontinued Operationsfor further discussion.discussion regarding discontinued operations.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. Pursuant to the Company’s adoption of the FASB ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, the presentation of all deferred financing costs, other than those associated with the revolving credit facility, are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that are not completed are expensed in the period in which it is determined the financing will not be completed.
Convertible Debt
Summary and Obligations
During the year ended December 31, 2019, the Company repurchased $80.7 million of the 2020 Convertible Notes and paid accrued and unpaid interest thereon. As of December 31, 2019, the Company had $321.8 million aggregate principal amount of the 2020 Convertible Notes outstanding. The OP has issued corresponding identical convertible notes to the General Partner. There were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of December 31, 2019.
Mortgage Notes Payable
Summary and Obligations
As of December 31, 2019, the Company had non-recourse mortgage indebtedness of $1.5 billion, which was collateralized by 355 properties, reflecting a decrease from December 31, 2018 of $388.1 million during the year ended December 31, 2019, primarily related to prepayments of mortgage notes payable. Our mortgage indebtedness bore interest at the weighted-average rate of 5.05% per annum and had a weighted-average maturity of 2.8 years. We may in the future incur additional mortgage debt on the properties we currently own or use long-term non-recourse financing to acquire additional properties.
The payment terms of our loan obligations vary. In general, only interest amounts are payable monthly with all unpaid principal and interest due at maturity. Some of our loan agreements require that we comply with specific reporting and financial covenants mainly related to debt coverage ratios and loan-to-value ratios. Each loan that has these requirements has specific ratio thresholds that must be met.
Restrictions on Loan Covenants
Our mortgage loan obligations generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios), as well as the maintenance of a minimum net worth. The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. The Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends as of December 31, 2019.
Derivative Activity
As discussed in Note 6 –Debt and Note 7 –Derivatives and Hedging Activities, during the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt.
Dividends
On November 5, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend of $0.55 per share) for the fourth quarter of 2019 to stockholders of record as of December 31, 2019, which was paid on January 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit.
Our Series F Preferred Stock, as discussed in Note 12 – Equity to our consolidated financial statements, will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis).
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | More than 5 years |
| Principal payments - mortgage notes | | $ | 1,529,057 |
| | $ | 188,385 |
| | $ | 588,466 |
| | $ | 745,238 |
| | $ | 6,968 |
|
Interest payments - mortgage notes (1) | | 210,667 |
| | 74,251 |
| | 102,135 |
| | 33,154 |
| | 1,127 |
|
| Principal payments - Credit Facility | | 1,050,000 |
| | — |
| | 150,000 |
| | 900,000 |
| | — |
|
Interest payments - Credit Facility (1) (2) | | 119,683 |
| | 38,281 |
| | 72,246 |
| | 9,156 |
| | — |
|
| Principal payments - corporate bonds | | 2,850,000 |
| | — |
| | — |
| | 500,000 |
| | 2,350,000 |
|
| Interest payments - corporate bonds | | 796,198 |
| | 119,988 |
| | 239,976 |
| | 219,212 |
| | 217,022 |
|
| Principal payments - convertible debt | | 321,802 |
| | 321,802 |
| | — |
| | — |
| | — |
|
| Interest payments - convertible debt | | 11,531 |
| | 11,531 |
| | — |
| | — |
| | — |
|
| Operating and ground lease commitments | | 334,977 |
| | 22,287 |
| | 44,406 |
| | 42,827 |
| | 225,457 |
|
Other commitments (3) | | 4,345 |
| | 4,345 |
| | — |
| | — |
| | — |
|
| Total | | $ | 7,228,260 |
| | $ | 780,870 |
| | $ | 1,197,229 |
| | $ | 2,449,587 |
| | $ | 2,800,574 |
|
| |
| (1) | Interest payments due in future periods on the $164.4 million of variable rate debt were calculated using a forward LIBOR curve. |
| |
| (2) | As of December 31, 2019, we had $900.0 million of variable rate debt on the Credit Facility Term Loan effectively fixed through the use of interest rate swap agreements. We used the interest rates effectively fixed under our swap agreements to calculate the debt payment obligations in future periods. |
| |
| (3) | Includes the Company’s share of capital expenditures related to an expansion project of the property held within an unconsolidated joint venture and letters of credit outstanding. Subsequent to December 31, 2019, all letters of credit outstanding were terminated. |
Cash Flow Analysis for the year ended December 31, 2019
Operating Activities –During the year ended December 31, 2019, net cash used in operating activities increased $601.5 million to $107.6 million from $493.9 million net cash provided by operating activities during the same period in 2018. The increase was primarily due to a $524.5 million increase in litigation and non-routine costs, net, including litigation settlements, paid during the year ended December 31, 2019.
Investing Activities –Net cash provided by investing activities for the year ended December 31, 2019 increased $462.1 million to $613.2 million from $151.1 million during the same period in 2018. The increase was primarily related to an increase in cash proceeds from dispositions of real estate and joint ventures of $565.2 million and a decrease in investments in real estate assets of $106.0 million, offset by a decrease in net proceeds from disposition of discontinued operations of $122.9 million, a decrease in proceeds from the sale of CMBS and mortgage notes receivables of $37.1 million and an increase in payments for capital expenditures and leasing costs and real estate developments of $34.6 million.
Financing Activities –Net cash used in financing activities of $525.4 million decreased $130.0 million during the year ended December 31, 2019 from $655.4 million during the same period in 2018. The decrease was primarily related to $1.0 billion of proceeds received from the issuance of Common Stock in 2019, offset by the redemption of $300.1 million of Series F Preferred Stock in 2019, an increase in payments on mortgage notes payable and other debt, including debt extinguishment costs of $236.2 million, and a decrease of $170.0 million in net proceeds related to the credit facilities, corporate bonds and convertible notes. In addition, during the year ended December 31, 2019, $192.0 million of payments were made related to the surrender of Limited Partner OP Units, with no comparable activity during the same period in 2018.
Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for the cash flow analysis for the years ended December 31, 2018 and 2017.
Election as a REIT
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. As a REIT, except as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019.
The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the Operating Partnership is required to take into account its allocable share of the Operating Partnership’s income, gains, losses, deductions and credits for each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property. Under the LPA, the Operating Partnership is required to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The Company conducted substantially all of the Cole Capital business activities through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Puerto Rico and, as a result, it files income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related Party Transactions and Agreements
Through the closing of the Cole Capital sale, we were contractually responsible for managing the Cole REITs’ affairs on a day-to-day basis. For further explanation of the various related party transactions, agreements and fees see Note 15 –Related Party Transactions and Arrangements to our consolidated financial statements in this report.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and forwards in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
Interest Rate Risk
As of December 31, 2019, our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use of derivative instruments, with a fair value and carrying value of $5.8 billion and $5.6 billion, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed rate debt of $217.6 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt of $236.0 million.
As of December 31, 2019, our debt included variable-rate debt with a fair value and carrying value of $164.5 million and $164.4 million, respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $1.6 million annually. See Note 6 –Debt to our consolidated financial statements.
As of December 31, 2019, our interest rate swaps had a fair value that resulted in net liabilities of $27.8 million. See Note 7 –Derivatives and Hedging Activities to our consolidated financial statements for further discussion.
As the information presented above includes only those exposures that existed as of December 31, 2019, it does not consider exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.
In July 2017, the FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on our variable rate debt as discussed in Note 6 –Debt and the swap rate for our interest rate swaps, as discussed in Note 7 –Derivatives and Hedging Activities. See Item 1A. Risk Factors for further discussion on risks related to changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates.
Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.
Item 8. Financial Statements and Supplementary Data.
The information required by Item 8 is hereby incorporated by reference to our consolidated financial statements beginning on page F-1 of this document.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
I. Discussion of Controls and Procedures of the General Partner
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to the General Partner.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
II. Discussion of Controls and Procedures of the Operating Partnership
In the information incorporated by reference into this Part II of Item 9A, the term “Company” refers to the Operating Partnership, except as the context otherwise requires.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2019, of the Company and our report dated February 25, 2020, expressed an unqualified opinion on those financial statements.
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 Annual 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/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
Item 9B. Other Information.
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
The Financial Statements are included herein at pages F-1 through F-59.
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts is included herein on page F-60.
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-61 through F-178.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-179.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (and are numbered in accordance with Item 601 of Regulation S-K):
|
| | |
| Exhibit No. | | Description |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 3.4 | | |
| 3.5 | | |
| 3.6 | | |
| 3.7 | | |
| 3.8 | | |
| 3.9 | | |
| 3.10 | | |
| 3.11 | | |
| 3.12 | | |
| 3.13 | | |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
|
| | |
| Exhibit No. | | Description |
| 4.4 | | |
| 4.6 | | |
| 4.7 | | |
| 4.8 | | Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014). |
| 4.9 | | |
| 4.10 | | |
| 4.11 | | |
| 4.13 | | |
| 4.14 | | |
| 4.15 | | |
| 4.16 | | |
| 4.17 | | |
| 4.18 | | |
| 4.19 | | |
| 4.20* | | |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 10.4† | | |
| 10.5† | | |
| 10.6† | | |
| 10.7† | | |
| 10.8† | | |
| 10.9† | | |
|
| | |
| Exhibit No. | | Description |
| 10.10† | | |
| 10.11† | | |
| 10.12† | | |
| 10.13† | | |
| 10.14† | | |
| 10.15† | | |
| 10.16† | | |
| 10.17† | | |
| 10.18† | | |
| 10.19† | | |
| 10.20† | | |
| 10.21† | | |
| 10.22† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.23† | | |
| 10.24† | | |
| 10.25† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.26† | | |
| 10.27† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.28† | | |
| 10.29† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.30 | | |
|
| | |
| Exhibit No. | | Description |
| 10.31 | | |
| 21.1* | | |
| 23.1* | | |
| 23.2* | | |
| 31.1* | | |
| 31.2* | | |
| 31.3* | | |
| 31.4* | | |
| 32.1** | | |
| 32.2** | | |
| 32.3** | | |
| 32.4** | | |
| 101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). |
_____________________________
| |
| ** | 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. |
† Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | |
| VEREIT, INC. |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
| | |
| VEREIT OPERATING PARTNERSHIP, L.P. |
| By: VEREIT, Inc., its sole general partner |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Dated: February 25, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.
|
| | | | |
| Name | | Capacity * | | Date |
| | | | |
| /s/ Glenn J. Rufrano | | Chief Executive Officer | | February 25, 2020 |
| Glenn J. Rufrano | | (Principal Executive Officer and Director) | | |
| | | | |
| /s/ Michael J. Bartolotta | | Executive Vice President and Chief Financial Officer | | February 25, 2020 |
| Michael J. Bartolotta | | (Principal Financial Officer) | | |
| | | | |
| /s/ Gavin B. Brandon | | Senior Vice President and Chief Accounting Officer | | February 25, 2020 |
| Gavin B. Brandon | | (Principal Accounting Officer) | | |
| | | | |
| /s/ Hugh R. Frater | | Director, Non-Executive Chairman | | February 25, 2020 |
| Hugh R. Frater | | | | |
| | | | |
| /s/ David B. Henry | | Director | | February 25, 2020 |
| David B. Henry | | | | |
| | | | |
| /s/ Mary Hogan Preusse | | Director | | February 25, 2020 |
| Mary Hogan Preusse | | | | |
| | | | |
| /s/ Richard J. Lieb | | Director | | February 25, 2020 |
| Richard J. Lieb | | | | |
| | | | |
| /s/ Mark S. Ordan | | Director | | February 25, 2020 |
| Mark S. Ordan | | | | |
| | | | |
| /s/ Eugene A. Pinover | | Director | | February 25, 2020 |
| Eugene A. Pinover | | | | |
| | | | |
| /s/ Julie G. Richardson | | Director | | February 25, 2020 |
| Julie G. Richardson | | | | |
|
| |
| * | Each person is signing in his or her capacity as an officer and/or director of VEREIT, Inc., which is the sole general partner of VEREIT Operating Partnership, L.P. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 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 accounting principles generally accepted in the United States of America.
We have also 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2020 expressed an unqualified opinion on the Company’s internal control over financial reporting.
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 Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Investments - Impairments- Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
The Company performs quarterly impairment review procedures, primarily through monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. The Company assesses the recoverability of real estate assets by determining whether the carrying value of the assets will be recovered from the undiscounted future cash flows expected from the use of the assets and their eventual disposition. Estimating future undiscounted cash flows requires management to make significant estimates and assumptions, including estimating the expected holding period of the assets when assessing recoverability.
In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the carrying value of real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. During 2019, the Company recorded $47.1 million of impairment charges.
We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions required to evaluate the recoverability of real estate assets, including the estimated holding period of the assets when assessing recoverability. Auditing the assumptions used by the Company in estimating future undiscounted cash flows required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the Company’s recoverability analysis.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to test the assumptions used by management to estimate forecasted cash flows, including management’s expected holding period of such real estate assets, consisted of the following, among others:
We tested the effectiveness of internal controls over the inputs of the forecasted cash flows used in the recoverability analysis.
With the assistance of our fair value specialists, we evaluated the undiscounted future cash flows analysis, including estimates of future occupancy levels, market rental revenue, and capitalization rates, in addition to the assessment of expected remaining holding period and changes in management’s intent with respect to the expected holding period for each real estate asset with possible impairment indicators by:
| |
| 1. | Making inquiries of accounting and operations management. |
| |
| 2. | Comparing the source data and management’s assumptions to the Company’s historical results and external market sources. |
| |
| 3. | Testing the mathematical accuracy of the undiscounted future cash flows analysis. |
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Company’s auditor since 2015.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the partners of VEREIT Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P and subsidiaries (the "Operating Partnership") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of 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 accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership 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. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Operating Partnership’s auditor since 2015.
VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
| | 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
| | 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
| |
|
|
| Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 and 42,834,138 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 309 |
| | 428 |
|
| Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,076,845,984 and 967,515,165 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 10,768 |
| | 9,675 |
|
| Additional paid-in capital | | 13,251,962 |
| | 12,615,472 |
|
| Accumulated other comprehensive loss | | (27,670 | ) | | (1,280 | ) |
| Accumulated deficit | | (6,399,626 | ) | | (5,467,236 | ) |
| Total stockholders’ equity | | 6,835,743 |
| | 7,157,059 |
|
| Non-controlling interests | | 7,535 |
| | 143,085 |
|
| Total equity | | 6,843,278 |
| | 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
|
| 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net |
| 11,752 |
|
| (164,237 | ) |
| (197,876 | ) |
| (Loss) income before taxes |
| (302,844 | ) |
| (86,624 | ) |
| 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) |
| (91,725 | ) |
| 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) | | (88,030 | ) | | 32,378 |
|
Net loss (income) attributable to non-controlling interests (1) | | 6,753 |
| | 2,256 |
| | (560 | ) |
| Net (loss) income attributable to the General Partner | | $ | (300,353 | ) |
| $ | (85,774 | ) |
| $ | 31,818 |
|
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per share attributable to common stockholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss (income) attributable to limited partners and a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income | | (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income | | (334,543 | ) | | (85,685 | ) | | 31,339 |
|
Comprehensive loss (income) attributable to non-controlling interests(1) | | 7,800 |
| | 2,200 |
| | (534 | ) |
| Total comprehensive (loss) income attributable to the General Partner | | $ | (326,743 | ) | | $ | (83,485 | ) | | $ | 30,805 |
|
| |
| (1) | Represents comprehensive loss (income) attributable to limited partners and a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,146,650 |
| | $ | 9,741 |
| | $ | 12,640,171 |
| | $ | (2,556 | ) | | $ | (4,200,423 | ) | | $ | 8,447,361 |
| | $ | 172,172 |
| | $ | 8,619,533 |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (68,759 | ) | | (1 | ) | | (517 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (268,550 | ) | | (2 | ) | | (2,146 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 399,242 |
| | 4 |
| | 16,750 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | (535,657 | ) | | — |
| | (535,657 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,227 | ) | | (13,227 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | (571 | ) | | — |
| | (571 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Disposition of joint venture | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | 31,818 |
| | 560 |
| | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | | (26 | ) | | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,208,583 |
| | $ | 9,742 |
| | $ | 12,654,258 |
| | $ | (3,569 | ) | | $ | (4,776,581 | ) | | $ | 7,884,278 |
| | $ | 158,598 |
| | $ | 8,042,876 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 32,439 |
| | — |
| | 241 |
| | — |
| | — |
| | 241 |
| | (241 | ) | | — |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (7,206,876 | ) | | (72 | ) | | (50,082 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (324,502 | ) | | (2 | ) | | (2,324 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 805,521 |
| | 7 |
| | 13,307 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | (532,144 | ) | | — |
| | (532,144 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,048 | ) | | (13,048 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 72 |
| | — |
| | (989 | ) | | (917 | ) | | — |
| | (917 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | (85,774 | ) | | (2,256 | ) | | (88,030 | ) |
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 2,289 |
| | 56 |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
| | $ | 428 |
| | 967,515,165 |
| | $ | 9,675 |
| | $ | 12,615,472 |
| | $ | (1,280 | ) | | $ | (5,467,236 | ) | | $ | 7,157,059 |
| | $ | 143,085 |
| | $ | 7,300,144 |
|
| Issuance of Common Stock, net | | — |
| | — |
| | 108,410,070 |
| | 1,084 |
| | 1,013,131 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 130,291 |
| | 1 |
| | 1,166 |
| | — |
| | — |
| | 1,167 |
| | (1,167 | ) | | — |
|
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Conversion of Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | $ | 1 |
| | — |
| | $ | — |
| | $ | 922 |
| | $ | — |
| | $ | — |
| | $ | 923 |
| | $ | (923 | ) | | $ | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (120 | ) | | — |
| | — |
| | (300,002 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (200,331 | ) | | (2 | ) | | (1,616 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 990,789 |
| | 10 |
| | 13,091 |
| | — |
| | — |
| | 13,101 |
| | — |
| | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | (562,195 | ) | | — |
| | (562,195 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9,494 | ) | | (9,494 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 117 |
| | — |
| | (1,445 | ) | | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (68,397 | ) | | (68,397 | ) | | (91 | ) | | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | — |
| | — |
| | (91,920 | ) | | (126,590 | ) | | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of equity | | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | — |
| | 2,071 |
| | (2,071 | ) | | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | (300,353 | ) | | (6,753 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (26,390 | ) | | (1,047 | ) | | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
|
| $ | 309 |
|
| 1,076,845,984 |
|
| $ | 10,768 |
|
| $ | 13,251,962 |
|
| $ | (27,670 | ) |
| $ | (6,399,626 | ) |
| $ | 6,835,743 |
|
| $ | 7,535 |
|
| $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | |
| | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity-based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities and gain on joint venture | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) | | 493,914 |
|
| 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
|
| (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) | | (655,406 | ) |
| (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
|
| $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
|
| 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
|
| 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
|
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
|
| |
|
|
| General Partner's preferred equity, 30,871,246 and 42,834,138 General Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 460,504 |
| | 710,325 |
|
| General Partner's common equity, 1,076,845,984 and 967,515,165 General Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 6,375,239 |
| | 6,446,734 |
|
| Limited Partner's preferred equity, 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 1,869 |
| | 2,883 |
|
| Limited Partner's common equity, 786,719 and 23,715,908 Limited Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 4,433 |
| | 138,931 |
|
| Total partners’ equity | | 6,842,045 |
|
| 7,298,873 |
|
| Non-controlling interests | | 1,233 |
| | 1,271 |
|
| Total equity | | 6,843,278 |
|
| 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
| | 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net | | 11,752 |
|
| (164,237 | ) | | (197,876 | ) |
| (Loss) income before taxes | | (302,844 | ) |
| (86,624 | ) | | 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) | | (91,725 | ) | | 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) |
| (88,030 | ) | | 32,378 |
|
Net loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Net (loss) income attributable to the OP | | $ | (307,004 | ) |
| $ | (87,876 | ) | | $ | 32,572 |
|
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per unit attributable to common unitholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss attributable to a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income |
| (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income |
| (334,543 | ) |
| (85,685 | ) | | 31,339 |
|
Comprehensive loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Total comprehensive (loss) income attributable to the OP |
| $ | (334,441 | ) |
| $ | (85,531 | ) | | $ | 31,533 |
|
| |
| (1) | Represents comprehensive loss attributable to a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 853,821 |
| | 86,874 |
| | $ | 3,171 |
| | 974,146,650 |
| | $ | 7,593,540 |
| | 23,748,347 |
| | $ | 166,598 |
|
| $ | 8,617,130 |
| | $ | 2,403 |
|
| $ | 8,619,533 |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (68,759 | ) | | (518 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (268,550 | ) | | (2,148 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 399,242 |
| | 16,754 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | — |
| | (13,060 | ) | | (548,717 | ) | | (167 | ) | | (548,884 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | — |
| | — |
| | (571 | ) | | — |
| | (571 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Disposition of joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | — |
| | 754 |
| | 32,572 |
| | (194 | ) | | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (26 | ) | | (1,039 | ) | | — |
| | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
|
| $ | 782,073 |
|
| 86,874 |
|
| $ | 3,027 |
|
| 974,208,583 |
|
| $ | 7,102,205 |
|
| 23,748,347 |
|
| $ | 154,266 |
|
| $ | 8,041,571 |
|
| $ | 1,305 |
|
| $ | 8,042,876 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 32,439 |
| | 241 |
| | (32,439 | ) | | (241 | ) | | — |
| | — |
| | — |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (7,206,876 | ) | | (50,154 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (324,502 | ) | | (2,326 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 805,521 |
| | 13,314 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | — |
| | (13,048 | ) | | (545,192 | ) | | — |
| | (545,192 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (917 | ) | | — |
| | — |
| | (917 | ) | | — |
| | (917 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | — |
| | (2,102 | ) | | (87,876 | ) | | (154 | ) | | (88,030 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 56 |
| | 2,345 |
| | — |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
|
| $ | 710,325 |
|
| 86,874 |
|
| $ | 2,883 |
|
| 967,515,165 |
|
| $ | 6,446,734 |
|
| 23,715,908 |
|
| $ | 138,931 |
|
| $ | 7,298,873 |
|
| $ | 1,271 |
|
| $ | 7,300,144 |
|
| Issuance of common OP Units, net | | — |
| | — |
| | — |
| | — |
| | 108,410,070 |
| | 1,014,215 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 130,291 |
| | 1,167 |
| | (130,291 | ) | | (1,167 | ) | | — |
| | — |
| | — |
|
| Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | 923 |
| | (37,108 | ) | | (923 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (182,347 | ) | | — |
| | — |
| | — |
| | (117,775 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (200,331 | ) | | (1,618 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Equity-based compensation, net | | — |
| | $ | — |
| | — |
| | $ | — |
| | 990,789 |
| | $ | 13,101 |
| | — |
| | $ | — |
| | $ | 13,101 |
| | $ | — |
| | $ | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | — |
| | (9,494 | ) | | (571,689 | ) | | — |
| | (571,689 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,328 | ) | | — |
| | — |
| | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to Series F Preferred Units | | — |
| | (68,397 | ) | | — |
| | (91 | ) | | — |
| | — |
| | — |
| | — |
| | (68,488 | ) | | — |
| | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
| | — |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | (22,798,898 | ) | | (126,590 | ) | | (218,510 | ) | | — |
| | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of capital | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | (2,071 | ) | | — |
| | — |
| | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | — |
| | (6,651 | ) | | (307,004 | ) | | (102 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (1,047 | ) | | (27,437 | ) | | — |
| | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
| | $ | 460,504 |
| | 49,766 |
| | $ | 1,869 |
| | 1,076,845,984 |
| | $ | 6,375,239 |
| | 786,719 |
| | $ | 4,433 |
| | $ | 6,842,045 |
| | $ | 1,233 |
| | $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | | | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) |
| 493,914 |
| | 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
| | (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) |
| (655,406 | ) | | (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019
Note 1 – Organization
VEREIT is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP.
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity.
Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 99.9% of the common equity interests in the OP as of December 31, 2019. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets.
The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s Board of Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance of any new class of equity securities.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, as described in Note 1 – Organization and Note 12 – Equity, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of December 31, 2019 and 2018, there were approximately 0.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively.
For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity.
The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP.
Reclassification
The (loss) gain on derivative instruments, net line item has been combined into other income, net for prior periods presented to be consistent with the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes.
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for intangible lease assets.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Allocation of Purchase Price of Real Estate Assets
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases, including leasing commissions, legal and other related expenses. The value of in-place leases is amortized over the initial term of the respective leases. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense.
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. Above-market leases are amortized as a reduction to rental revenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal periods.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
During the years ended December 31, 2019, 2018 and 2017, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented.
Assets Held for Sale
Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. See Note 3–Real Estate Investments and Related Intangiblesfor further discussion regarding properties held for sale.
If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.
Development Activities
Project costs, which include interest expense, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. Once the development and construction of the building is substantially completed, the amounts capitalized to construction in progress are transferred to (i) land and (ii) buildings, fixtures and improvements and are depreciated over their respective useful lives.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Discontinued Operations
The Company reports discontinued operations when a component of an entity or group of components that has been disposed of or classified as held for sale represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 14 —Discontinued Operations for further discussion regarding discontinued operations.
Investment in Unconsolidated Entities
Unconsolidated Joint Ventures
The Company accounts for its investment in unconsolidated joint venture arrangements using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of these investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint ventures’ earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint ventures in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 3–Real Estate Investments and Related Intangiblesfor further discussion on investments in unconsolidated joint ventures.
Investment in Cole REITs
On February 1, 2018, the Company sold certain of its equity investments to CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC, retaining interests retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V”). Subsequent to the sale of Cole Capital, the Company carries these investments at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V, and any changes in the fair value are recognized in other income, net in the accompanying consolidated statement of operations for the years ended December 31, 2019 and 2018.Prior to the sale of Cole Capital, the Company accounted for these investments using the equity method of accounting, which required the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Cole REIT’s earnings and distributions. The Company recorded its proportionate share of net income or loss from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statement of operations for the year ended December 31, 2017.
Leasehold Improvements and Property and Equipment
The Company leases its corporate office facilities under operating leases. Leasehold improvements related to these are recorded at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or remaining lease term.
Property and equipment, which typically include computer hardware and software, furniture and fixtures, among other items, are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated useful lives of the assets, which range from three to seven years. The Company reassesses the useful lives of its property and equipment and adjusts the future monthly depreciation expense based on the new useful life, as applicable. If the Company disposes of an asset, the asset and related accumulated depreciation are written off upon disposal.
Goodwill
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of December 31, 2019 and 2018, the carrying value of goodwill was $1.3 billion.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Impairments
Real Estate Assets
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales or leasing transactions. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in Note 5 – Fair Value Measures.
Goodwill
The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. To determine whether it is necessary to perform a quantitative goodwill impairment test, the Company first assesses qualitative factors, including, but not limited to macro-economic conditions such as deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative to peers. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no quantitative testing is required. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value is less than the carrying amount, the provisions of guidance require that the Company then compares the fair value to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value.
The Company performed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the qualitative testing, the Company believes that it is more-likely-than-not that the fair value of the goodwill is greater than the carrying value. As such, no further testing was performed. The Company performed a quantitative analysis for the annual goodwill tests during the years ended December 31, 2018 and 2017, which also resulted in 0 impairments.
Investment in Unconsolidated Joint Ventures
The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of any of its investment in the unconsolidated joint ventures. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. NaN impairments of unconsolidated joint ventures were identified during the years ended December 31, 2019, 2018 and 2017.
Leasehold Improvements and Property and Equipment
Leasehold improvements and property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If this review indicates that the carrying value of the asset is not recoverable, the Company records an impairment loss, measured at fair value by estimated discounted cash flows or market appraisals. The evaluation of leasehold improvements and property and equipment for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. NaN impairments of leasehold improvements and property and equipment were identified during the years ended December 31, 2019, 2018 and 2017.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds with original maturities of three months or less. The Company deposits cash with several high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.
Restricted Cash
The Company had $21.0 million and $22.9 million, respectively, in restricted cash as of December 31, 2019 and 2018. Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at December 31, 2019 was $18.8 million in lender reserves and $2.2 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2018 was $21.5 million in lender reserves and $1.4 million held in restricted lockbox accounts.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. Deferred financing costs, other than those associated with the Revolving Credit Facility (as defined in Note 6 –Debt), are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Deferred financing costs related to the Revolving Credit Facility are included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that are not completed are expensed in the period in which it is determined the financing will not be completed.
Convertible Debt
The Company has an outstanding aggregate balance of $1.0 billion$321.8 million related to the 2020 Convertible Notes (as defined in Note 10 –Debt).6 –Debt ). The 2020 Convertible Notes are convertible into cash or shares of the Company’s Common Stock at the Company’s option. In accordance with U.S GAAP, the 2020 Convertible Notes are accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the 2020 Convertible Notes on the respective issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the 2020 Convertible Notes and the estimated fair value of the debt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the equity component. The debt discount is being amortized to interest expense over the respective term of the 2020 Convertible Notes.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Derivative Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options and forwards to hedge all or a portion of the interest rate risk associated with its borrowings. CertainThe Company’s interest rate management objectives are intended to limit the impact of interest rate fluctuations on earnings and cash flows and to manage the techniquesCompany’s overall borrowing costs. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges are used to hedge exposureforecasted issuances of fixed rate debt and the variable cash flows associated with floating rate debt. The Company does not intend to utilize derivatives for purposes other than interest rate fluctuationsrisk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company may also be usedhave other financial relationships. The Company does not anticipate that any of the counterparties will fail to protect against declines in the market valuemeet their obligations.
VEREIT, INC. and financial structure as well as to hedge specific anticipated transactions.VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of 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 designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in loss on derivative instruments,other income, net in the consolidated statements of operations and consolidated statements of comprehensive income (loss). If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss). Unrealized gains and losses in other comprehensive income (loss) are reclassified to interest expense when the extentrelated hedged items impact earnings. See Note 7 –Derivatives and Hedging Activities for further discussion.
Leases
ASC 842 (effective January 1, 2019)
The adoption of ASC 842, effective January 1, 2019, did not have a material impact on the Company’s consolidated statements of operations. The most significant impact was the recognition of operating lease right-of-use (“ROU”) assets and operating lease liabilities for operating leases pursuant to which the Company is the lessee. The Company did not have a cumulative effect adjustment to retained earnings upon adoption. The lessor accounting model under ASC 842 is similar to existing guidance, however, it limits the capitalization of initial direct leasing costs, such as internally generated costs, and modifies the lease classification criteria through the elimination of "bright-line" tests.
The Company elected the package of practical expedients permitted under ASC 842 (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, the practical expedient which allows a lessee to combine lease and non-lease components, and the short-term lease election that it is effective. Any ineffective portionallows a lessee not to apply the balance sheet recognition requirements to leases with a term of 12 months or less. The Company elected not to apply the practical expedients related to hindsight or assessing impairment of ROU assets.
Lessor (effective January 1, 2019)
At the inception of a derivative’s change in fair value will be immediately recognized in earnings.
Revenue Recognition – Real Estate
The Company’s revenues, which primarily consist of rental incomenew lease arrangement, including new leases that arise from amendments, the Company assesses the terms and include rents that each tenant pays in accordance withconditions to determine the proper lease classification. When the terms of eacha lease reportedeffectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases.
Prior to the adoption of ASC 842, the Company has acquired certain properties that are subject to leases that qualified as direct financing leases. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow analysis based on interest rates that would represent the Company’s incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease. The Company does not have any sales-type leases as of December 31, 2019.
For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis, including the effect of any free rent periods, over the initial non-cancelablelease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments, including contingent rent, which is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount, are recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company, as lessor, identified three separate lease components as follows: i) land lease component, ii) single property lease component comprised of building, land improvements and tenant improvements, and iii) furniture and fixtures. The Company’s leases also contain provisions for tenants to reimburse the Company for real estate taxes and insurance, which are considered noncomponents of the lease, are recognized when earned and collectability is reasonably assured. When the Company acquires amaintenance and other property the term of each existing lease isoperating expenses, which are considered to commence as of the acquisition date for the purposes of this calculation. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, straight-line rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. Straight-line rent receivables are included in rent and tenant receivables and other assets, net, in the consolidated balance sheets. See Note 8 – Rent and Tenant Receivables and Other Assets, Net. Cost recoveries from tenants are included in operating expense reimbursements in the consolidated statements of operations in the period the related costs are incurred.be non-lease components. The Company deferselected the revenue relatedpractical expedient to combine lease payments received from tenants in advance of their due dates. As of December 31, 2017 and December 31, 2016,non-lease components and the Company had $56.6 million and $57.6 million, respectively, of deferred rental income, which isnon-lease components will be included in deferred rent, derivative and other liabilities inwith the consolidated balance sheets.single property lease component as the predominant component.
The Company continually reviews receivables related to rent, straight-line rent and unbilled rent receivablesproperty operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. InThe review includes a binary assessment of whether or not substantially all of the eventamounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. The Company recognizes all changes in the collectability of a receivable is uncertain, the Company will recordassessment for an increase in the allowance for uncollectible accounts in the consolidated balance sheets and in the consolidated statements of operationsoperating lease as a reductionan adjustment to rental income. As of December 31, 2017income and December 31, 2016, the Company maintaineddoes not record an allowance for uncollectible accounts of $6.9 million and $6.0 million, respectively.accounts.
The Company owns certain properties that have associated leases that requireRental revenue also includes lease termination income collected from tenants to allow for the tenant to pay contingent rental incomevacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases.
Lessee (effective January 1, 2019)
To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date.
The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a percentagecollateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the tenant’s sales after the achievement of certain sales thresholds, which may be monthly, quarterly or annual targets. As a lessor,lease and includes any renewal and termination options the Company defersis reasonably certain to exercise. The lease liability balance is amortized using the recognitioneffective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of contingent rental income untila contingency such that variable payments become fixed or if the specified targetassessment of exercising an extension, termination or purchase option changes.
The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received.
The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly.
Policy applicable to periods prior to January 1, 2019
The accounting policy for leases in which the Company is the lessor or lessee prior to the adoption of ASC 842 can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Revenue Recognition
In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) (Topic 606), which requires an entity to recognize revenue in a way that triggersdepicts the contingent rental income is achieved,transfer of promised goods or until such sales uponservices to customers in an amount that reflects the consideration to which percentage rent is basedthe entity expects to be entitled in exchange for those goods or services. Revenues generated through leasing arrangements are known.within the scope of ASC 842, as discussed above, and are excluded from Topic 606.
Revenue Recognition - Cole Capital
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
Revenue Recognition – Cole Capital
Revenue included earned securities sales commissions, dealer manager fees, distribution and stockholder servicing fees, real estate acquisition fees, financing coordination fees, property management fees, advisory fees, asset management fees and performance fees for services relating to the Cole REITs’ offerings and the investment and management of their respective assets, in accordance with the respective dealer manager and advisory agreements. The Company recorded dealer manager fees, excluding those related to INAV, and securities sales commissions as revenue upon the sale of Cole REIT shares. Dealer manager fees from the sale of INAV shares and distribution and stockholder servicing fees were recorded as revenue when the fees were fixed or determinable. The Company recorded revenue related to acquisition and financing coordination fees upon completion of a transaction and advisory, asset and property management fees as services were performed. The Company was also reimbursed for certain costs incurred in providing these services. Securities sales commissions and dealer manager reimbursementsservices, which were recorded as revenue as the expenses were incurred as long as reimbursementsubject to revenue constraint due to the limitations on the amount that was reasonably assured. The Company, in its sole discretion, could reallow all or a portionreimbursable based on the terms of itsthe respective dealer manager fee to such participating broker-dealers as a marketing and due diligence expense reimbursement, based on factors such as the volume of shares issued by such participating broker-dealers and the amount of marketing support provided by such participating broker-dealers. The Company also reallowed 100%of selling commissions earned to participating broker-dealers.advisory agreements. Refer to Note 1715 –Related Party Transactions and Arrangementsfor further discussion.
Asa disaggregation of December 31, 2017, these revenues are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 5 —Discontinued Operations for further discussion regarding discontinued operations.
Program Development CostsCole Capital revenues.
The Company paid for organization, registration and offering expenses associatedentered into a services agreement (the “Services Agreement”) with the sale of common stock ofCole Purchaser, pursuant to which the Company will continue to provide certain services to the Cole REITs. The reimbursement of these expenses byPurchaser and the Cole REITs, was limited to a certain percentageincluding operational real estate support, (“Transition Services Revenues”) through March 31, 2019 (or, if later, the date of the proceeds raised from their offerings, in accordance with their respective advisory agreements and charters. Such expenses paidlast government filing other than a tax filing made by the Company on behalfany of the Cole REITs in excesswith respect to its 2018 fiscal year). Under the terms of these limits that were expectedthe Services Agreement, the Company will be entitled to be collected were recorded as program development costs.receive reimbursement for certain of the services provided. The Company assessedrecorded Transition Services Revenues as costs associated with providing such services were incurred, which coincided with the collectabilitytiming in which the performance obligations of the program development costs, considering the offering period and historical and forecasted sales of shares under the Cole REITs’ respective offerings and reserved for any balances considered not collectible. Additional reserves were generally recorded if actual proceeds raised from the offerings and corresponding program development costs incurred differed from management’s assumptions.
As of December 31, 2017, program development costs are included in discontinued operations for all periods presented. See Note 5 —Discontinued Operations for further discussion regarding discontinued operations.
Acquisition-Related Expenses and Litigation, Merger and Other Non-routine Costs, Net of Insurance Recoveries
contract had been met. During the year ended December 31, 2017, all real estate acquisitions qualified as asset acquisitions,2019 the Company incurred $2.1 million of such costs and externalrecognized revenues of $2.4 million, including acquisition fees, and during the period from February 1, 2018 through December 31, 2018, the Company incurred $15.0 million of such costs related to these asset acquisitions were capitalized. Prior to the Company’s adoptionand recognized revenues of ASU 2017-01 on January 1, 2017, external costs related to real estate acquisitions were expensed as incurred. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations$15.0 million, which are classified as acquisition-related expensesrecorded in the accompanying consolidated statements of operations. Any costs incurred as a result of a business combination will be classified as acquisition-related expenses or other non-routine transaction related expenses and expensed as incurred.
External acquisition-related costs incurred in relation to prior mergers and litigation resulting therefrom are included in litigation and other non-routine costs,income, net of insurance recoveries in the consolidated statementsstatement of operations. The Company may also earn additional fees in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year (the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments.
Litigation and non-routine costs, net
The Company has also incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below) and the litigations and investigations resulting therefrom,, which are considered non-routine. The Company has directors’ and officers’ insurance and theCompany’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies.
VEREIT, INC.Litigation and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Litigation, merger and other non-routine costs, net of insurance recoveries include the following costs and recoveries (amounts in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Merger Related Costs: | | | | | | |
Transfer taxes(1) | | $ | (1,595 | ) | | $ | 562 |
| | $ | (2,509 | ) |
| Litigation and other non-routine costs: | | | | | | |
Audit Committee Investigation and related matters (2) | | 49,434 |
| | 24,207 |
| | 44,242 |
|
Legal fees and expenses (3) | | 421 |
| | 311 |
| | 2,704 |
|
| Other fees and expenses | | — |
| | — |
| | 632 |
|
| Total costs incurred | | 48,260 |
|
| 25,080 |
| | 45,069 |
|
| Insurance recoveries | | (300 | ) | | (21,196 | ) | | (11,441 | ) |
| Total | | $ | 47,960 |
| | $ | 3,884 |
| | $ | 33,628 |
|
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Litigation and non-routine costs, net: | | | | | | |
Audit Committee Investigation and related matters (1) | | $ | 70,168 |
| | $ | 59,755 |
| | $ | 49,434 |
|
Legal fees and expenses (2) | | 2 |
| | 530 |
| | 421 |
|
Litigation settlements (3) | | 820,208 |
| | 233,246 |
| | — |
|
Merger related transfer taxes(4) | | — |
| | — |
| | (1,595 | ) |
| Total costs | | 890,378 |
|
| 293,531 |
|
| 48,260 |
|
Insurance recoveries (5) | | (48,420 | ) | | (2,568 | ) | | (300 | ) |
Other recoveries (6) | | (26,536 | ) | | — |
| | — |
|
| Total | | $ | 815,422 |
| | $ | 290,963 |
| | $ | 47,960 |
|
| |
| (1) | Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters, net of accrual reversals. |
| |
| (2) | Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations for the year ended December 31, 2018. |
| |
| (3) | Refer to Note 10 – Commitments and Contingencies for additional information. |
| |
| (4) | The negative balance for the yearsyear ended December 31, 2017 and 2015 areis a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. |
| |
(2)(5) | Includes all fees and costs associated with$2.3 million during the previously-announced investigation conducted by the audit committee (the “Audit Committee”) of the Company’s board of directors (the “Audit Committee Investigation”) and various litigations and investigations prompted by the results of the Audit Committee Investigation, including fees and costs incurred pursuantyear ended December 31, 2018 relates to the Company’s advancement obligations, litigation related there to and in connection with related insurance recovery matters.resulting from prior mergers. |
| |
(3)(6) | Includes legal fees and expenses associated with litigation resulting from prior mergers.Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Loss Contingencies
The Company received compensation and reimbursement for services primarily relating to the Cole REITs’ offerings and the investment, management, financing and disposition of their respective assets. Refer to Note 17 – Related Party Transactions and Arrangements for further explanation. The amounts presentedrecords a liability in the consolidated balance sheets are receivables that will be settled directly withfinancial statements for loss contingencies when a loss is known or considered probable and the respective Cole REITsamount is reasonably estimable. If the reasonable estimate of a known or probable loss is a range, and wereno amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not transferred pursuantknown or probable, and is reasonably estimable, the Cole Capital Purchase and Sale Agreement.estimated loss or range of loss is disclosed.
Equity-based Compensation
The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. See Note 16 –13– Equity-based Compensation for additional information on these plans.
Restructuring
During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for the Cole Purchaser terminated in accordance with the terms of the Services Agreement and the Company recorded $10.5 million of restructuring expenses related to the reorganization of its business, of which $9.2 million related to office lease terminations and modifications and $1.8 million related to the cessation of services under the Services Agreement, including severance, net of ASC 842 operating lease adjustments of $0.5 million. NaN restructuring expenses were recorded prior to January 1, 2019 in connection with the sale.
Per Share Data
Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) less dividends on unvested restricted shares of Common Stock (“Restricted Shares”) and dividends on preferred stock by the weighted-average number of shares of Common Stock issued and outstanding during such period. Diluted income (loss) per share of Common Stock considers the effect of potentially dilutive shares of Common Stock outstanding during the period.
Reportable Segments
Prior to the fourth quarter of the year ended December 31, 2017, the Company operated through two business segments, the real estate investment segment and the investment management segment, Cole Capital. On November 13, 2017, the Company entered into the Cole Capital Purchase and Sale Agreement to sell substantially all of the Cole Capital segment. The sale closed on February 1, 2018. Substantially all of Cole Capital is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Income Taxes
The General Partner currently qualifies and has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code.Code commencing with the taxable year ended December 31, 2011. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019. As a REIT, except as discussed below, the General Partner is generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even ifHowever, the General Partner, maintains its qualification for taxation as ataxable REIT it may besubsidiaries (“TRS”) entities, and the OP are still subject to certain state and local taxes on its income, franchise and property taxes in the various jurisdictions in which they operate. The General Partner may also be subject to federal income taxes on certain income and excise taxes on its undistributed income.
The OP is classified as a partnership for U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the OP is required to take into accountinclude its allocable share of the OP’s income, gains, losses, deductions and credits for each taxable year. However, the OP may be subject to certain state and local taxes on its income and property.
As of December 31, 2017, the OP and the General Partner had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2013 remain open to examination by the major taxing jurisdictions to which the OP, the General Partner, American Realty Capital Trust III, Inc. (“ARCT III”), CapLease, Inc. (“CapLease”), American Realty Capital Trust IV, Inc., (“ARCT IV”), Cole Real Estate Investments, Inc. (“Cole”) and Cole Credit Property Trust, Inc. are subject.
Under the LPA, the OP is to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
The Company conducted substantially all of its Cole Capital business activities through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conductsconducted substantially all of the Cole Capital business activities through a TRS until it sold the Cole Capital business on February 1, 2018.
During the year ended December 31, 2019, the Company conducted all of its business in the United States and Puerto Rico and Canada and, as a result, it filesfiled income tax returns in the U.S. federal jurisdiction, the Canadian federal jurisdictionPuerto Rico, and various state and local jurisdictions. With few exceptions, the Company is no longer subject to routine examinations by taxing authorities for years before 2015. Certain of the Company’s inter-companyintercompany transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. The provision for or benefit from income taxes attributable to Cole Capital are included in discontinued operations for all periods presented. See Note 5 —Discontinued Operations for further discussion regarding discontinued operations.
The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes.
During the years ended December 31, 2019, 2018 and 2017, the Company recognized state and local income and franchise tax expense of $4.3 million, $4.7 million and $6.9 million, respectively, which are included in provision for income taxes in the accompanying consolidated statements of operations. In addition, the Company recorded a provision for federal income taxes of $0.4 million for the year ended December 31, 2018 related to a TRS entity, which is also included in provision for income taxes in the accompanying consolidated statements of operations. NaN provision for federal income taxes related to a TRS entity was recorded for the years ended December 31, 2019 or 2017. The provision for or benefit from income taxes attributable to the Cole Capital business, substantially all of which was conducted through a TRS entity, is included in discontinued operations for all periods presented, as discussed in Note 14 —Discontinued Operations.
The Company had 0 unrecognized tax benefits as of or during the years ended December 31, 2019, 2018 and 2017. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations.
As of December 31, 2019, the OP and the General Partner had no material uncertain income tax positions.
Recent Accounting Pronouncements
In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) (Topic 606), which supersedes the revenue recognition requirements in Revenue Recognition, Accounting Standards Codification (“ASC”) (Topic 605) and will require an entity to recognize revenue in a way that depicts 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. For public business entities, the guidance should be applied to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Companies may use either a full retrospective or a modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company plans to use the modified retrospective approach to adopt ASU 2014-09. Once ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which, as discussed below, sets forth principles for the recognition, measurement, presentation and disclosure of leases, goes into effect, ASU 2014-09 may apply to non-lease components in the lease agreements. In January 2018, the FASB proposed amending Topic 842 to allow lessors the option to combine lease and non-lease components when certain criteria are met. The Company has completed its evaluation of the standard’s impact on the Company’s revenue streams and does not expect that the adoption of ASU 2014-09 will have a material impact on its consolidated financial statements.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
In February 2016, the FASB issued ASU 2016-02, which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than 12 months, with the result being the recognition of a right of use asset and a lease liability and the disclosure of key information about the entity’s leasing arrangements. The lessor accounting model under ASU 2016-02 is similar to current guidance, however it limits the capitalization of initial direct leasing costs, such as internally generated costs. ASU 2016-02 retains a distinction between finance leases (i.e., capital leases under current U.S. GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current U.S. GAAP. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective approach is required for existing leases that have not expired upon adoption and provides for certain practical expedients. The Company’s implementation team has developed an inventory of all leases and is identifying any non-lease components in the lease agreements and is evaluating the impact to the Company, both as lessor and lessee, and its consolidated financial statements. Upon the adoption of ASU 2016-02, the Company will record certain expenses paid directly by a tenant that protect the Company’s interests in its properties, such as real estate taxes, and the related operating expense reimbursement revenue, with no impact on net income. The Company currently does not record such expenses and the related operating expenses reimbursement revenues. The Company expects the accounting for leases pursuant to which the Company is the lessee to change and is currently evaluating the impact. Leases pursuant to which the Company is the lessee primarily consist of corporate offices and ground leases.Instruments - Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“and subsequent amendments to the initial guidance, intended to clarify and improve certain topics, under ASU 2016-13”)2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively Topic 326). ASU 2016-13Topic 326 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13Topic 326 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current U.S. GAAP. ASU 2016-13The effective date for Topic 326 is effective for fiscal years and(including the interim periods within,therein) beginning after December 15, 2019. Early adoptionTopic 326 must be adopted by applying a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is permitted for fiscal years, and interim periods within, beginning after December 15, 2018.effective. The Company is currently evaluating the impact this amendmentdoes not expect Topic 326 will have a material impact on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to address diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with earlystatements upon adoption permitted, and requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 during the fourthfirst quarter of fiscal year 2017 and determined that this standard impacts the Company’s classification of proceeds from the settlement of insurance claims and distributions received from equity method investments. Following the retrospective adoption of this standard, the Company reclassified $2.6 million and $6.5 million of distributions received from equity method investments from cash flows from operating activities to cash flows from investing activities for the years ended December 31, 2016 and 2015, respectively. The Company also reclassified $0.8 million of proceeds from the settlement of property-related insurance claims from cash flows from operating activities to cash flows from investing activities for the year ended December 31, 2015.2020.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. In accordance with ASU 2016-18, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. The amendments of ASU 2016-18 are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-18 during the fourth quarter of 2017 and applied the standard retrospectively for all periods presented. Accordingly, for the years ended December 31, 2017, 2016 and 2015, the Company included restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows and removed the change in restricted cash from cash flows from investing activities. This change resulted in a decrease in cash flows from investing activities of $11.1 million during the year ended December 31, 2016 and an increase of $1.5 million in cash flows from investing activities during the year ended December 31, 2015. Upon adoption of ASU 2016-18, the Company also included $3.6 million and $4.4 million, during the years ended December 31, 2016 and 2015, respectively, of restricted cash outflows within the “payments on mortgage notes payable and other debt, including debt extinguishment and swap termination costs’’ line item within cash flows from financing activities in the consolidated statement of cash flows.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
In January 2017, the FASB issued ASU 2017-01, which clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted, and is required to be applied prospectively to any transactions occurring within the period of adoption. The Company has elected to early adopt ASU 2017-01 effective January 1, 2017. As the Company expects that a majority of its real estate acquisitions will be considered asset acquisitions, external acquisition costs related to these asset acquisitions will be capitalized. Prior to 2017, all acquisition-related costs were expensed as incurred. The adoption of this pronouncement resulted in capitalization of $3.3 million of external acquisitions-related costs during the year ended December 31, 2017. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations. Upon adoption of ASU 2017-01, the Company's real estate dispositions qualify as asset dispositions and as such, no portion of the Company’s goodwill was allocated to the cost basis of these assets in determining the gain or loss on disposition of real estate and held for sale assets. Prior to January 1, 2017, when the Company disposed of a property or classified a property as held for sale, it constituted a business per U.S. GAAP and the Company allocated a portion of goodwill to the cost basis of that property in determining the gain or loss on the disposition of real estate and held for sale assets.
In January 2017, the FASB issued ASU 2017-04, which simplifies the measurement of goodwill impairment by eliminating Step 2 from the goodwill impairment test (comparing the implied fair value of goodwill with the carrying amount of goodwill). ASU 2017-04 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The adoption of this standard is applied prospectively and may result in a different impairment charge as compared to the existing standard. The Company adopted ASU 2017-04 during the fourth quarter of 2017. ASU 2017-04 had no impact on the 2017 annual impairment test. Refer to “Note 3 – Goodwill” for discussion regarding goodwill and “Note 9 – Fair Value Measures” regarding the annual goodwill impairment test.
In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”), which clarifies the following: 1) nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty; 2) an entity should allocate consideration to each distinct asset by applying the guidance in Topic 606 on allocating the transaction price to performance obligations; and 3) requires entities to derecognize a distinct nonfinancial asset or distinct in substance nonfinancial asset in a partial sale transaction when it (a) does not have (or ceases to have) a controlling financial interest in the legal entity that holds the asset in accordance with Subtopic 810 and (b) transfers control of the asset in accordance with Topic 606. The adoption of this standard will result in higher gains on the sale of partial real estate interests, including contributions of nonfinancial assets to a joint venture or other noncontrolling investee, due to recognizing the full gain when the derecognition criteria are met and recording the retained noncontrolling interest at its fair value. ASU 2017-05 is effective for annual periods, and interim periods therein, beginning after December 15, 2017. The standard is applied prospectively to sales of nonfinancial assets on or after the adoption date. The Company will adopt ASU 2017-09 during the first quarter of fiscal year 2018 and does not expect it will have a material impact on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods therein, with early adoption permitted. The standard is applied prospectively to an award modified on or after the adoption date. The Company will adopt ASU 2017-09 during the first quarter of fiscal year 2018 and does not expect it will have a material impact on its consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The targeted amendments in this ASU help simplify certain aspects of hedge accounting and result in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. This ASU applies to the Company’s interest rate swaps designated as cash flow hedges. Upon adoption of this ASU, all changes in the fair value of highly effective cash flow hedges will be recorded in accumulated other comprehensive income rather than recognized directly in earnings. Under current U.S. GAAP, the ineffective portion of the change in fair value of cash flow hedges is recognized directly in earnings. This eliminates the requirement to separately measure and disclose ineffectiveness for qualifying cash flow hedges. ASU 2017-12 is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The ASU is required to be adopted using a modified retrospective approach with early adoption permitted. The Company will adopt ASU 2017-12 during the first quarter of fiscal year 2018 and does not expect it will have a material impact on its consolidated financial statements.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Note 3 – Goodwill
In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of December 31, 2017 and December 31, 2016, the carrying value of goodwill was $1.3 billion. During the year ended December 31, 2017, one property classified as held for sale as of December 31, 2016 was classified as held and used, resulting in an increase to the goodwill allocated to the real estate investment reporting unit of $0.4 million. During the year ended December 31, 2016, the Company allocated $73.2 million of goodwill to dispositions and held for sale assets, which included $2.3 million of goodwill allocated to the cost basis of two properties foreclosed upon as discussed in Note 10 –Debt. The allocated goodwill of $73.2 million was included in gain (loss) on disposition of real estate and real estate assets held for sale, net in the consolidated statement of operations.
The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The analysis performed for the annual goodwill tests during the years ended December 31, 2017, 2016 and 2015 resulted in no impairment charges. See Note 9 – Fair Value Measures for a discussion of the Company’s fair value measurements regarding goodwill. Goodwill related to discontinued operations is discussed in Note 5 —Discontinued Operations.
Note 4 – 3–Real Estate Investments and Related Intangibles
Property Acquisitions
During the year ended December 31, 2017,2019, the Company acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million (the “2019 Acquisitions”), which includes $2.3 million of external acquisition-related expenses that were capitalized. Additionally, the Company placed in service 1 build-to-suit development project in which the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were capitalized and including the land parcel acquired during the year ended December 31, 2018.
During the year ended December 31, 2018, the Company acquired a controlling interest in 52 commercial properties for an aggregate purchase price of $502.7 million (the “2018 Acquisitions”), which includes one land parcel for build-to-suit development, $2.1 million related to an outstanding tenant improvement allowance and $2.6 million of external acquisition-related expenses that were capitalized.
During the year ended December 31, 2017, the Company acquired a controlling interest in 88 commercial properties and three3 land parcels for an aggregate purchase price of $748.8 million (the “2017 Acquisitions”), which includes $3.3 million of external acquisition-related expenses that were capitalized in accordance with ASU 2017-01 and includes 22 properties acquired in a nonmonetary exchange discussed below. Prior to the adoption of ASU 2017-01, costs related to property acquisitions were expensed as incurred. During the year ended December 31, 2016, the Company acquired a controlling interest in eight commercial properties for an aggregate purchase price of $100.2 million (the “2016 Acquisitions”). During the year ended December 31, 2015, the Company acquired 16 commercial properties and nine land parcels for an aggregate purchase price of $36.3 million (the “2015 Acquisitions”).
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Real estate investments, at cost: | | | | | | |
| Land | | $ | 83,476 |
| | $ | 86,285 |
| | $ | 110,634 |
|
| Buildings, fixtures and improvements | | 268,470 |
| | 350,942 |
| | 523,445 |
|
| Total tangible assets | | 351,946 |
| | 437,227 |
| | 634,079 |
|
| Acquired intangible assets: | | | | | | |
In-place leases and other intangibles (1) | | 51,627 |
| | 62,791 |
| | 105,940 |
|
Above-market leases (2) | | — |
| | 2,750 |
| | 10,445 |
|
| Assumed intangible liabilities: | | | | | | |
Below-market leases (3) | | — |
| | (116 | ) | | (1,680 | ) |
| Total purchase price of assets acquired | | $ | 403,573 |
| | $ | 502,652 |
| | $ | 748,784 |
|
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Real estate investments, at cost: | | | | | | |
| Land | | $ | 110,634 |
| | $ | 23,187 |
| | $ | 5,051 |
|
| Buildings, fixtures and improvements | | 523,445 |
| | 67,865 |
| | 28,643 |
|
| Total tangible assets | | 634,079 |
| | 91,052 |
| | 33,694 |
|
| Acquired intangible assets: | | | | | | |
In-place leases and other intangibles (1) | | 105,940 |
| | 9,613 |
| | 2,580 |
|
Above-market leases (2) | | 10,445 |
| | — |
| | 153 |
|
| Assumed intangible liabilities: | | | | | | |
Below-market leases (3) | | (1,680 | ) | | (471 | ) | | (108 | ) |
| Total purchase price of assets acquired | | $ | 748,784 |
| | $ | 100,194 |
| | $ | 36,319 |
|
| |
| (1) | The weighted average amortization period for acquired in-place leases and other intangibles is 16.5 years, 16.3 years and 15.8 years 13.8 years and 11.0 years for 20172019 Acquisitions, 20162018 Acquisitions and 20152017 Acquisitions, respectively. |
| |
| (2) | The weighted average amortization period for acquired above-market leases is 10.8 years and 18.0 years for 2018 Acquisitions and 14.1 years for 2017 Acquisitions, and 2015 Acquisitions, respectively. There were no acquired above-market leases during the year ended December 31, 2016. |
| |
| (3) | The weighted average amortization period for acquiredassumed intangible lease liabilities is 9.9 years and 13.8 years 10.0 years and 15.0 years for 2017 Acquisitions, 20162018 Acquisitions and 20152017 Acquisitions, respectively. |
Property Dispositions and Real Estate Assets Held for Sale
During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of 6 consolidated properties to 2 newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”) and 1 property sold through a foreclosure as discussed in Note 6 –Debt, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties. The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $293.9 million related to the dispositions, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
During the year ended December 31, 2018, the Company disposed of 149 properties, including 1 property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $526.4 million, of which our share was $504.3 million after the profit participation payment related to the disposition of 34 Red Lobster properties. The dispositions resulted in proceeds of $496.7 million after closing costs. The Company recorded a gain of $96.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
During the year ended December 31, 2018, the Company also disposed of 1 property owned by an unconsolidated joint venture for a gross sales price of $34.1 million, of which our share was $17.1 million based on our ownership interest in the joint venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company has not included pro forma information for the Company's 2016 Acquisitions or 2015 Acquisitions, which were acquired priorrecorded a gain of $0.7 million related to the adoptionsale and liquidation of ASU 2017-01the joint venture, which is included in equity in income and metgain on disposition of unconsolidated entities in the definition of a business combination, as they did not have a material impact on the Company's financial position or resultsaccompanying consolidated statements of operations.
Future Lease Payments
The following table presents future minimum base rent payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (in thousands):
|
| | | | | | | | |
| | | Future Minimum Operating Lease
Base Rent Payments | | Future Minimum
Direct Financing Lease Payments (1) |
| 2018 | | $ | 1,105,205 |
| | $ | 3,016 |
|
| 2019 | | 1,082,111 |
| | 2,397 |
|
| 2020 | | 1,049,997 |
| | 2,023 |
|
| 2021 | | 1,009,474 |
| | 1,899 |
|
| 2022 | | 929,909 |
| | 1,809 |
|
| Thereafter | | 5,950,591 |
| | 2,184 |
|
| Total | | $ | 11,127,287 |
| | $ | 13,328 |
|
| |
(1) | 29 properties are subject to direct financing leases and, therefore, revenue is recognized as direct financing lease income on the discounted cash flows of the lease payments. Amounts reflected are the minimum base rental cash payments due to the Company under the lease agreements on these respective properties. |
Property Dispositions and Real Estate Assets Held for Sale
During the year ended December 31, 2017, the Company disposed of 137 properties, including one1 property owned by a consolidated joint venture, six6 properties transferred to the lender in either a deed-in-lieu of foreclosure or foreclosure sale transaction as discussed in Note 106 –Debt, and 15 properties disposed of in connection with thea nonmonetary exchange discussed below, for an aggregate gross sales price of $594.9 million, of which our share was $574.4 million after the profit participation paymentspayment related to the disposition of 31 Red Lobster properties and the consolidated joint venture partner’s share of the sales price. The dispositions resulted in proceeds of $445.5 million after a mortgage loan assumption of $66.0 million and closing costs. Additionally, the Company’s tax provision for the year ended December 31, 2017 included $1.7 million of Canadian tax gain on the gain on sale of certain Canadian properties. The Company recorded a gain of $64.7 million, related to the sales which is included in gain (loss) on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
During the year ended December 31, 2016, the Company disposed of 301 properties, for an aggregate gross sales price of $1.08 billion, of which our share was $1.04 billion after the profit participation payment related to the disposition of 70 Red Lobsters. The dispositions resulted in proceeds of $958.4 million after a mortgage loan assumption of $55.0 million and closing costs. The Company recorded a gain of $45.7 million, which included $67.8 million of goodwill allocated to the cost basis of such properties, which is included in gain (loss) on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
During the year ended December 31, 2016, the Company also disposed of one property owned by an unconsolidated joint venture for a gross sales price of $113.5 million, of which our share was $102.1 million based on our ownership interest in the joint venture, resulting in proceeds of $42.3 million after debt repayments of $57.0 million and closing costs. The Company recorded a gain of $10.2 million related to the sale, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations.
During the year ended December 31, 2015, the Company disposed of 228 properties, including two properties owned by consolidated joint ventures, for an aggregate sales price of $1.4 billion, resulting in consolidated proceeds of $966.1 million after mortgage loan assumptions and closing costs. The Company recorded a loss of $69.1 million related to the sales, which included $96.7 million of goodwill allocated in the cost basis of such properties. The Company’s loss on the sales is included in gain (loss) on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
During the year ended December 31, 2015, the Company also disposed of its interest in one consolidated joint venture, whose only assets consisted of investments in three Unconsolidated Joint Ventures, for an aggregate gross sales price of $77.5 million, of which the Company’s share was $69.8 million based on its ownership interest, resulting in consolidated proceeds of $43.0 million after mortgage loan repayment and closing costs. The mortgage loan obligation of the consolidated joint venture was held by an unconsolidated entity. The Company recorded a gain of $6.7 million related to the sale of the consolidated joint venture, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations.
As of December 31, 2017,2019, there were 305 properties classified as held for sale with a carrying value of $38.3$27.0 million, included in assets related to discontinued operations and real estate assets held for sale, net, primarily comprised of land of $6.3 million and building, fixtures and improvements, net of $19.8 million, in the accompanying consolidated balance sheetsheets, which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2016,2018, there were 115 properties classified as held for sale. During the yearyears ended December 31, 2019, 2018 and 2017, the Company recorded a losslosses of $1.3 million, $1.9 million and $3.1 million respectively, related to held for sale properties. No goodwill was allocated to the cost basis of any additional properties classified as held for sale during the year ended December 31, 2017. During the year ended December 31, 2016, the Company recorded a loss of $0.2 million related to properties classified as held for sale during the respective period, which included $3.2 million of goodwill allocated to the cost basis of such properties. The loss on properties held for sale is included in gain (loss) on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
Intangible Lease Assets and Liabilities
Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 20172019 and December 31, 20162018 (amounts in thousands, except weighted-average useful life):
|
| | | | | | | | | | |
| | | Weighted-Average Useful Life | | December 31, 2019 | | December 31, 2018 |
| Intangible lease assets: | | | | | | |
| In-place leases and other intangibles, net of accumulated amortization of $748,689 and $703,909, respectively | | 15.9 | | $ | 854,196 |
| | $ | 980,971 |
|
| Leasing commissions, net of accumulated amortization of $6,027 and $4,048, respectively | | 10.1 | | 17,808 |
| | 15,660 |
|
| Above-market lease assets and deferred lease incentives, net of accumulated amortization of $112,438 and $105,936, respectively | | 16.3 | | 165,483 |
| | 201,875 |
|
| Total intangible lease assets, net | | | | $ | 1,037,487 |
| | $ | 1,198,506 |
|
| | | | | | | |
| Intangible lease liabilities: | | | | | | |
| Below-market leases, net of accumulated amortization of $99,315 and $89,905, respectively | | 19.1 | | $ | 143,583 |
| | $ | 173,479 |
|
The aggregate amount of amortization of above‑ and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $2.5 million, $4.2 million and $5.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $127.5 million, $139.6 million and $154.2 million for the years ended December 31, 2019, 2018 and 2017, respectively.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
|
| | | | | | | | | | |
| | | Weighted-Average Useful Life | | December 31, 2017 | | December 31, 2016 |
| Intangible lease assets: | | | | | | |
| In-place leases and other intangibles, net of accumulated amortization of $599,680 and $494,131, respectively | | 15.2 | | $ | 1,091,433 |
| | $ | 1,192,756 |
|
| Leasing commissions, net of accumulated amortization of $2,902 and $1,836, respectively | | 10.6 | | 13,876 |
| | 10,231 |
|
| Above-market lease assets and deferred lease incentives, net of accumulated amortization of $88,335 and $69,670, respectively | | 16.3 | | 241,449 |
| | 275,897 |
|
| Total intangible lease assets, net | | | | $ | 1,346,758 |
| | $ | 1,478,884 |
|
| | | | | | | |
| Intangible lease liabilities: | | | | | | |
| Below-market leases, net of accumulated amortization of $73,916 and $56,891, respectively | | 18.7 | | $ | 198,551 |
| | $ | 224,023 |
|
The following table provides the projected amortization expense and adjustments to rental incomerevenue related to the intangible lease assets and liabilities for the next five years as of December 31, 20172019 (amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 |
| In-place leases and other intangibles: | | | | | | | | | | |
| Total projected to be included in amortization expense | | $ | 116,812 |
| | $ | 108,990 |
| | $ | 95,237 |
| | $ | 84,843 |
| | $ | 74,347 |
|
| Leasing commissions: | | | | | | | | | | |
| Total projected to be included in amortization expense | | 2,361 |
| | 2,203 |
| | 2,102 |
| | 1,827 |
| | 1,612 |
|
| Above-market lease assets and deferred lease incentives: | | | | | | | | |
| Total projected to be deducted from rental revenue | | 19,301 |
| | 18,876 |
| | 18,064 |
| | 17,120 |
| | 15,749 |
|
| Below-market lease liabilities: | | | | | | | | | | |
| Total projected to be included in rental revenue | | 16,840 |
| | 15,189 |
| | 13,497 |
| | 12,774 |
| | 10,927 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 |
| In-place leases and other intangibles: | | | | | | | | | | |
| Total projected to be included in amortization expense | | $ | 135,212 |
| | $ | 125,701 |
| | $ | 118,390 |
| | $ | 110,425 |
| | $ | 95,990 |
|
| Leasing commissions: | | | | | | | | | | |
| Total projected to be included in amortization expense | | 1,186 |
| | 1,172 |
| | 1,150 |
| | 1,112 |
| | 1,056 |
|
| Above-market lease assets and deferred lease incentives: | | | | | | | | |
| Total projected to be deducted from rental income | | 23,773 |
| | 22,039 |
| | 21,625 |
| | 21,197 |
| | 20,383 |
|
| Below-market lease liabilities: | | | | | | | | | | |
| Total projected to be included in rental income | | 19,097 |
| | 18,392 |
| | 17,244 |
| | 16,045 |
| | 15,201 |
|
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Nonmonetary Exchange
During the year ended December 31, 2017, the Company completed a nonmonetary exchange through the simultaneous acquisition of 22 Bob Evans properties and disposition of 15 Red Lobster properties. Pursuant to Nonmonetary Transactions, ASC (Topic 845), the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain the acquired nonmonetary asset, and a gain or loss should be recognized on the exchange. The fair value of the asset received should be used to measure the cost if the fair value of the asset received is more reliable than the fair value of the asset surrendered. The Company estimated the fair value of the Bob Evans and Red Lobster properties using valuation techniques consistent with the income approach and concluded that the fair value was $50.1 million. As the fair value of the assets received exceeded the book value of the assets surrendered, the Company recorded a gain of $7.4 million, which is included in gain (loss) on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
Impairment of Real Estate Investments
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable.
As part of the Company’s quarterly impairment review procedures and considering the factors discussed regarding the Company’s policies on real estate impairment mentioned in Note 2 – Summary of Significant Accounting Policies, real estate assets and an investment in a property subject to a direct financing lease with carrying values totaling $161.9 million were deemed to be impaired and their carrying values were reduced to their estimated fair values of $111.4 million resulting in impairment charges of $50.5 million during the year ended December 31, 2017. The majority of the 2017 impairment charges relate to certain office, restaurant and other properties that, during 2017, management identified for potential sale or determined, based on discussions with the current tenants, will not be re-leased.
During the year ended December 31, 2016, a majority of the impairment charges related to properties identified by management for potential sale as part of its portfolio management strategy to reduce exposure to office properties. Additionally, a tenant of 59 restaurants filed for bankruptcy. As part of the Company’s quarterly impairment review procedures and considering the factors mentioned above, real estate assets with carrying values totaling $668.2 million were deemed to be impaired and their carrying values were reduced to their estimated fair values of $485.4 million, resulting in impairment charges of $182.8 million during the year ended December 31, 2016.
During the year ended December 31, 2015, real estate assets with carrying value totaling $340.1 million were deemed to be impaired and their carrying value was reduced to their estimated fair value of $248.3 million, resulting in impairment charges of $91.8 million.
Consolidated Joint Ventures
The Company had an interest in one1 consolidated joint venture that owned one1 property as of December 31, 20172019 and December 31, 2018. As of each of December 31, 2019 and December 31, 2018, the consolidated joint venture had total assets of $33.7$32.5 million, of which $30.7$29.6 million and $29.9 million, respectively, were real estate investments, net of accumulated depreciation and amortization. Asamortization at each of December 31, 2016, the Company had interests in two joint ventures that owned two properties and had total assets of $57.0 million, of which $50.8 million were real estate investments, net of accumulated depreciation and amortization. As of December 31, 2017 and December 31, 2016, onerespective dates. The property wasis secured by a mortgage note payable, of $14.9 million and $11.6 million, respectively, which wasis non-recourse to the Company.Company and had a balance of $14.3 million and $14.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company has the ability to control operating and financialfinancing policies of the consolidated joint ventures.venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of eachthe joint venture partner (the “Partner”) in accordance with the joint venture agreement for any major transactions. The Company and each Partnerthe joint venture partner are subject to the provisions of eachthe joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.
The Partners’ share of the aggregate consolidated joint ventures’ loss was $0.2 million and $14,000 for the years ended December 31, 2017 and 2016, respectively. The Partners’ share of the aggregate consolidated joint ventures’ income was $1.3 million for the year ended December 31, 2015. One joint venture disposed of its property during the year ended December 31, 2017 and the Company disposed of its interest in three consolidated joint ventures during the year ended December 31, 2015, which included one consolidated joint venture, whose only assets were investments in three Unconsolidated Joint Ventures (as defined below).
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Unconsolidated Joint Ventures
The Company’s investment in unconsolidated joint venture arrangements (the “Unconsolidated Joint Ventures”)ventures consisted of interests in twothe Industrial Partnership and 1 unconsolidated joint ventures that each owned one propertyventure as of December 31, 20172019 and December 31, 2016. Asan interest in 1 unconsolidated joint venture as of December 31, 2017 and2018.
During the year ended December 31, 2016,2018, the Company disposed of 1 property owned aggregate equity investments of $39.5 million and $41.3 million, respectively,by an unconsolidated joint venture as previously discussed in the Unconsolidated Joint Ventures. “Property Dispositions and Real Estate Assets Held for Sale” section herein.
The Company accounts for its investments in Unconsolidated Joint Ventures using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financial policies of these investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in earnings and distributions from theunconsolidated joint ventures. As of December 31, 2017, the Company’s maximum exposure to risk was $39.5 million, the carrying value of the investments, which is presented in investment in unconsolidated entities in the consolidated balance sheet. The Unconsolidated Joint Venturesventures had total aggregate debt outstanding of $20.4$269.3 million as of December 31, 2017, none of2019, which is recoursenon-recourse to the Company, as discussed in Note 106 –Debt. There was 0 debt outstanding related to the unconsolidated joint ventures as of December 31, 2018.
The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.
Duringshortfalls, including the years ended December 31, 2017, 2016 and 2015, the Company recognized $3.3 millions, $0.9 million and $2.3 millionCompany’s share of net income, respectively, from the unconsolidated joint ventures.
expansion project capital expenditures. The following is a summary of the Company’s percentage ownership and carrying amount related to each of the Unconsolidated Joint Venturesinvestments in unconsolidated joint ventures as of December 31, 2017 and2019, December 31, 20162018 and for the years ended December 31, 2019, 2018 and 2017 (dollar amounts in thousands):
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
|
| | | | | | | | | | | | |
| | | | | | | Carrying Amount of Investment (2) |
| Name of Joint Venture | | Partner | | Ownership % (1) | | December 31, 2017 | | December 31, 2016 |
| Cole/Mosaic JV South Elgin IL, LLC | | Affiliate of Mosaic Properties and Development, LLC | | 50% | | $ | 5,382 |
| | $ | 5,891 |
|
| Cole/Faison JV Bethlehem GA, LLC | | Faison-Winder Investors, LLC | | 90% | | 34,138 |
| | 35,438 |
|
| | | | | | | $ | 39,520 |
| | $ | 41,329 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Carrying Amount of Investment (1) | | Equity in Income (2) |
| | | | | | | | Year Ended |
| Investment | | Ownership % (3) | | Number of Properties | | December 31, 2019 | | December 31, 2018 | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
| Faison JV Bethlehem GA | | 90% | | 1 | | $ | 40,416 |
| | $ | 35,289 |
| | $ | 2,364 |
| | $ | 1,219 |
| | $ | 3,068 |
|
| Industrial Partnership | | 20% | | 6 | | $ | 28,409 |
| | $ | — |
| | $ | 254 |
| | $ | — |
| | $ | — |
|
| |
| (1) | The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of December 31, 2019 and December 31, 2018. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with mergers. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. |
| |
| (2) | During the years ended December 31, 2018 and December 31, 2017, the Company recognized $0.7 million and $0.2 million, respectively, of equity in income and gain on disposition of unconsolidated entities from the unconsolidated joint venture which disposed of its property during the year ended December 31, 2018. |
| |
| (3) | The Company’s ownership interest in this table reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. |
| |
(2) | The total carrying amount of the investments was greater than the underlying equity in net assets by $8.6 million and $6.4 million as of December 31, 2017. and December 31, 2016, respectively. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with mergers. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Note 5 — Discontinued Operations
On November 13, 2017, the Company entered into the Cole Capital Purchase and Sale Agreement to sell all of the issued and outstanding shares of common stock of CCA and certain of CCA’s subsidiaries to the Cole Purchaser for approximately $120.0 million paid in cash at closing, subject to customary adjustments to reflect the operation of CCA and such subsidiaries prior to closing. The sale closed on February 1, 2018. At closing, the Company entered into a services agreement (the “Services Agreement”) with the Cole Purchaser pursuant to which the Company will continue to provide certain services to the Cole Purchaser and the Cole REITs, including operational real estate support, over the next year. Under the terms of the Services Agreement, the Company will be entitled to receive reimbursement for certain of the services provided. The Company could also receive additional fees over the next six years if future revenues of Cole Capital exceed a specified dollar threshold (the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments.
The following is a summary of the assets and liabilities related to discontinued operations and real estate assets held for sale as of December 31, 2017 and December 31, 2016 (in thousands): |
| | | | | | | | |
| | | December 31, 2017 | | December 31, 2016 |
| Carrying amount of major classes of assets included in discontinued operations: | | | | |
| Cash | | $ | 2,198 |
| | $ | 2,973 |
|
Intangible assets, net (1) | | 9,892 |
| | 24,383 |
|
Other assets, net (2) | | 6,975 |
| | 16,626 |
|
Goodwill (3) | | 124,812 |
| | 124,812 |
|
| Due from Cole REITs, net | | 1,284 |
| | 5,445 |
|
Loss recognized on classification as held for sale (4) | | (19,509 | ) | | — |
|
| Assets related to discontinued operations, net | | 125,652 |
| | 174,239 |
|
| | | | | |
Real estate assets held for sale, net (5) | | 38,347 |
| | 38,928 |
|
Assets related to discontinued operations and real estate assets held for sale, net
| | $ | 163,999 |
| | $ | 213,167 |
|
| | | | | |
| Carrying amount of major classes of liabilities included in discontinued operations: | | | | |
| Accounts payable and accrued expenses | | $ | 14,269 |
| | $ | 11,276 |
|
| Other liabilities | | 1,512 |
| | 68 |
|
| Due to Cole REITs | | 100 |
| | — |
|
Liabilities related to discontinued operations
| | $ | 15,881 |
| | $ | 11,344 |
|
| |
(1) | The intangible assets consisted of management and advisory contracts that the Company had with certain Cole REITs. Accumulated amortization was $44.1 million and $29.6 million as of December 31, 2017 and December 31, 2016, respectively. |
| |
(2) | Includes program development costs of $3.3 million and $3.2 million as of December 31, 2017 and December 31, 2016, respectively, which were net of reserves of $7.6 millionand $31.7 million, respectively.
|
| |
(3) | The Company performed the annual goodwill test using the $120.0 million cash proceeds provided for under the Cole Capital Purchase and Sale Agreement, plus the estimated fair value of the Net Revenue Payments and determined the carrying amount exceeded the estimated fair value. As such, no goodwill impairment was recorded during the year ended December 31, 2017. |
| |
(4) | The Company recognized a loss of $20.0 million on classification of the discontinued operations as held for sale, of which $0.5 million represents estimated costs to sell that were subsequently accrued in accounts payable and accrued expenses as of December 31, 2017. In determining the loss recognized on classification as held for sale, the Company elected to account for the future Net Revenue Payments as a gain contingency. Under this approach, the Company will not recognize any Net Revenue Payments until realized. |
| |
(5) | Real estate assets held for sale are not included in assets related to discontinued operations. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The following is a summary of the financial information and cash flows for discontinued operations for the years ended December 31, 2017, 2016 and 2015 (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| Revenues: | | 2017 | | 2016 | | 2015 |
| Offering-related fees and reimbursements | | $ | 16,096 |
| | $ | 36,526 |
| | $ | 24,412 |
|
| Transaction service fees and reimbursements | | 13,929 |
| | 12,533 |
| | 25,256 |
|
| Management fees and reimbursements | | 76,214 |
| | 68,686 |
| | 58,793 |
|
| Total revenues | | $ | 106,239 |
| | $ | 117,745 |
| | $ | 108,461 |
|
| Operating expenses: | | | | | |
|
| Cole Capital reallowed fees and commissions | | 9,879 |
| | 23,174 |
| | 16,195 |
|
| Transaction costs | | 3,802 |
| | — |
| | — |
|
| General and administrative | | 63,783 |
| | 82,558 |
| | 79,602 |
|
| Amortization of intangible assets | | 14,490 |
| | 26,148 |
| | 25,884 |
|
| Goodwill and intangible asset impairments | | — |
| | 120,931 |
| | 213,339 |
|
| Total operating expenses | | 91,954 |
| | 252,811 |
| | 335,020 |
|
| Operating income (loss) | | 14,285 |
| | (135,066 | ) | | (226,559 | ) |
| Other income (expense), net | | 464 |
| | 292 |
| | 1,167 |
|
| Loss recognized on classification as held for sale | | (20,027 | ) | | — |
| | — |
|
| Loss before taxes | | (5,278 | ) | | (134,774 | ) | | (225,392 | ) |
| (Provision for) benefit from income taxes | | (13,839 | ) | | 10,837 |
| | 40,892 |
|
| Loss from discontinued operations | | $ | (19,117 | ) | | $ | (123,937 | ) | | $ | (184,500 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Cash flows related to discontinued operations: | | | | | | |
| Cash flows from operating activities | | $ | 33,232 |
| | $ | 35,251 |
| | $ | 31,431 |
|
| Cash flows from investing activities | | $ | — |
| | $ | — |
| | $ | — |
|
Income Taxes
Cole Capital’s business, substantially all of which was conducted through a TRS, recognized a provision of $13.8 million for the year ended December 31, 2017, and a benefit of $10.8 million and $40.9 million for the years ended December 31, 2016 and 2015, respectively.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The following table presents the reconciliation of the provision for (benefit from) income taxes with the amount computed by applying the statutory federal income tax rate to loss before income taxes for the years ended December 31, 2017, 2016 and 2015 (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Loss before taxes | | $ | (5,278 | ) | | $ | (134,774 | ) | | $ | (225,392 | ) |
| Less: Income from non-taxable entities | | (9,523 | ) | | (9,008 | ) | | (8,440 | ) |
| Loss attributable to taxable subsidiaries before income taxes | | $ | (14,801 | ) | | $ | (143,782 | ) | | $ | (233,832 | ) |
| | | | | | | |
| Federal provision at statutory rate (35%) | | (5,180 | ) | | (50,324 | ) | | (81,841 | ) |
| Impairment of goodwill | | — |
| | 42,327 |
| | 48,880 |
|
| Nondeductible portion of transaction costs and loss recognized on classification as held for sale | | 8,283 |
| | — |
| | — |
|
| Impact of change in federal tax rate | | 3,481 |
| | — |
| | — |
|
| Impact of valuation allowance | | 6,165 |
| | — |
| | — |
|
| State income taxes and other | | 1,090 |
| | (2,840 | ) | | (7,931 | ) |
| Total provision for (benefit from) income taxes - Cole Capital | | $ | 13,839 |
| | $ | (10,837 | ) | | $ | (40,892 | ) |
The following table presents the components of the provision for (benefit from) income taxes for the years ended December 31, 2017, 2016 and 2015 (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Current | | | | | | |
| Federal | | $ | (120 | ) | | $ | 2,244 |
| | $ | 9,058 |
|
| State | | 602 |
| | (2,762 | ) | | 2,110 |
|
| Total current provision for (benefit from) income taxes | | 482 |
| | (518 | ) | | 11,168 |
|
| Deferred | | | | | | |
| Federal | | 12,016 |
| | (9,021 | ) | | (45,255 | ) |
| State | | 1,341 |
| | (1,298 | ) | | (6,805 | ) |
| Total deferred provision for (benefit from) income taxes | | 13,357 |
| | (10,319 | ) | | (52,060 | ) |
| Total provision for (benefit from) income taxes - Cole Capital | | $ | 13,839 |
| | $ | (10,837 | ) | | $ | (40,892 | ) |
The components of the net deferred tax assets (liabilities) as of December 31, 2017 and 2016 which are included in assets or liabilities related to discontinued operations, net in the accompanying consolidated balance sheets, are as follows (in thousands):
|
| | | | | | | | | |
| | | December 31, 2017 | | December 31, 2016 | |
| Intangible assets | | $ | (1,590 | ) | | $ | (7,858 | ) | |
| Accrued compensation | | 1,253 |
| | 6,163 |
| |
| Fixed assets | | (1,568 | ) | | (3,155 | ) | |
| Product development costs | | 1,680 |
| | 11,668 |
| |
| Equity-based compensation | | 4,772 |
| | 4,249 |
| |
| Other | | 555 |
| | 1,227 |
| |
| Total net deferred tax asset | | 5,102 |
| | 12,294 |
| |
| Less: valuation allowance | | (6,165 | ) | | — |
| |
| Net deferred tax (liability) asset | | $ | (1,063 | ) | | $ | 12,294 |
| |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Note 6 – Investment Securities, at Fair Value
Investment securities are considered available-for-sale and, therefore, increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive income (loss) as a component of equity in the consolidated balance sheets unless the securities are considered to be other-than-temporarily impaired at which time the losses are reclassified to expense.
The following tables detail the unrealized gains and losses on investment securities as of December 31, 2017 and December 31, 2016 (in thousands):
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2017 |
| | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| CMBS | | $ | 43,006 |
| | $ | 895 |
| | $ | (2,927 | ) | | $ | 40,974 |
|
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2016 |
| | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| CMBS | | $ | 48,297 |
| | $ | 1,248 |
| | $ | (2,330 | ) | | $ | 47,215 |
|
As of each of December 31, 2017 and December 31, 2016, the Company owned eight CMBS with an estimated aggregate fair value of $41.0 million and $47.2 million, respectively. The Company generally receives monthly payments of principal and interest on the CMBS. As of December 31, 2017, the Company earned interest on the CMBS at rates ranging between 5.9% and 9.0%. As of December 31, 2017, the fair value of six CMBS were below their amortized cost. In estimating other-than-temporary impairment losses, management considers a variety of factors, including: (i) whether the Company has the intent to sell the security, (ii) whether the Company expects to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value, and (iii) whether the Company expects to recover the entire amortized cost basis of the security. The Company believes that none of the unrealized losses on investment securities are other-than-temporary as management expects the Company will fully recover the entire amortized cost basis of all securities. As of December 31, 2017, the Company had no other-than-temporary impairment losses.
During the year ended December 31, 2015, the Company recorded a $0.1 million gain on the sale of investment securities, which is included in other income, net in the accompanying consolidated statements of operations. No such gain was recorded for the years ended December 31, 2017 or 2016.
The scheduled maturity of the Company’s CMBS as of December 31, 2017 are as follows (in thousands):
|
| | | | | | | | |
| | | December 31, 2017 |
| | | Amortized Cost | | Fair Value |
| Due within one year | | $ | — |
| | $ | — |
|
| Due after one year through five years | | 17,895 |
| | 18,445 |
|
| Due after five years through 10 years | | 12,053 |
| | 9,156 |
|
| Due after 10 years | | 13,058 |
| | 13,373 |
|
| Total | | $ | 43,006 |
|
| $ | 40,974 |
|
Note 7 – Mortgage Notes Receivable
As of December 31, 2017, the Company owned eight mortgage notes receivable with a weighted-average interest rate of 6.2% and weighted-average years to maturity of 12.6 years. During the year ended December 31, 2017, one mortgage note with a carrying value of $1.5 million at repayment was paid in full prior to the maturity date resulting in a $0.1 million gain, which is included in other income, net in the accompanying consolidated statements of operations. The following table details the mortgage notes receivable as of December 31, 2017 (dollar amounts in thousands):
|
| | | | | | | | | | | | | | | |
| Outstanding Balance | | Carrying Value | | Interest Rate Range | | Maturity Date Range |
| $ | 22,496 |
| | $ | 20,294 |
| | 5.9 | % | – | 6.8% | | December 2026 | – | January 2033 |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The Company’s mortgage notes receivable are comprised primarily of fully-amortizing or nearly fully-amortizing first mortgage loans. The Company has one mortgage note receivable where the Company does not receive monthly payments of principal and interest but rather the interest is capitalized into the outstanding balance that is due at maturity. The mortgage notes receivable are primarily on commercial real estate, each leased to a single tenant. Therefore, the Company’s monitoring of the credit quality of its mortgage notes receivable is focused primarily on an analysis of the tenant, including review of tenant quality and ratings, trends in the tenant’s industry and general economic conditions and an analysis of measures of collateral coverage, such as an estimate of the loan-to-value ratio (principal amount outstanding divided by the estimated value of the property) and its remaining term until maturity.
The following table summarizes the scheduled aggregate principal payments due to the Company on the mortgage notes receivable subsequent to December 31, 2017 (in thousands):
|
| | | | |
| | | Outstanding Balance |
| Due within one year | | $ | 930 |
|
| Due after one year through five years | | 4,422 |
|
| Due after five years through 10 years | | 7,089 |
|
Due after 10 years(1) | | 13,837 |
|
| Total | | $ | 26,278 |
|
| |
(1) | Includes additional $3.8 million of interest that will be capitalized into the outstanding balance of the mortgage note receivable subsequent to December 31, 2017. |
Unsecured Note Reserve
During the year ended December 31, 2015, the Company assessed the collectability of an unsecured note held with an affiliate of the Former Manager after the December debt service payment was not paid. The Company assessed the liquidity of the borrower, the lien position of the note and the other obligations of the borrower. Based on the analysis, the Company concluded that it was unlikely that the unsecured note will be repaid and recorded a reserve for loan loss equal to the $15.3 million carrying value of the note for the three months ended December 31, 2015. No principal or interest payments have been received relating to the unsecured note during the years ended December 31, 2017 and 2016.
Note 8 – Rent4 –Rent and Tenant Receivables and Other Assets, Net
Rent and tenant receivables and other assets, net consisted of the following as of December 31, 20172019 and December 31, 20162018 (in thousands):
| | | | | December 31, 2017 | | December 31, 2016 | | December 31, 2019 | | December 31, 2018 |
Straight-line rent receivable, net (1) | | | $ | 266,195 |
| | $ | 259,106 |
|
Accounts receivable, net (1) | | $ | 36,921 |
| | $ | 49,114 |
| | 41,556 |
| | 36,939 |
|
Straight-line rent receivable, net (2) | | 230,529 |
| | 201,585 |
| |
Deferred costs, net (3)(2) | | 5,746 |
| | 16,154 |
| | 7,208 |
| | 17,515 |
|
| Investment in direct financing leases, net | | | 9,341 |
| | 13,254 |
|
Investment in Cole REITs (3) | | | 7,552 |
| | 7,844 |
|
| Prepaid expenses | | 6,493 |
| | 6,452 |
| | 3,453 |
| | 5,022 |
|
Leasehold improvements, property and equipment, net (4) | | 12,089 |
| | 14,702 |
| | 4,809 |
| | 9,754 |
|
| Restricted escrow deposits | | 4,995 |
| | 5,741 |
| |
| Income tax receivable | | 3,213 |
| | 18,045 |
| |
| Interest rate swap assets, at fair value | | 627 |
| | 199 |
| |
Other assets, net (5) | | 4,376 |
| | 2,313 |
| |
| Other assets, net | | | 8,281 |
| | 16,658 |
|
| Total | | $ | 304,989 |
|
| $ | 314,305 |
| | $ | 348,395 |
|
| $ | 366,092 |
|
| |
| (1) | AllowanceAs of December 31, 2018, allowance for doubtfuluncollectible accounts included in straight-line rent receivable, net and accounts receivable, net was $6.3$1.0 million and $6.0$5.3 million, respectively. Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectible accounts. Any recoveries for those receivables reserved prior to adoption of December 31, 2017 and December 31, 2016, respectively.ASC 842 will be recorded as an adjustment to rental revenue. |
| |
| (2) | Allowance for doubtful accounts included in straight-line rent receivable, net was $2.0 million as of December 31, 2017. No such allowance was included in the straight-line rent receivable at December 31, 2016. |
| |
(3) | Amortization expense for deferred costs related to the revolving credit facilityfacilities totaled $2.1 million, $7.3 million and $10.4 million, $10.4 millionand$10.7 millionfor the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively.respectively, inclusive of write-offs of $1.8 million for the year ended December 31, 2019. There were no related write-offs for the years ended December 31, 2018 or 2017. Accumulated amortization for deferred costs related to the revolving credit facilityfacilities was $40.3$49.8 million and $29.8$47.6 million as of December 31, 20172019 and December 31, 2016,2018, respectively. |
| |
| (3) | On February 1, 2018, the Company completed the sale of Cole Capital (as described in Note 14 —Discontinued Operations), retaining interests in CCIT II, CCIT III and CCPT V. |
| |
| (4) | Amortization expense for leasehold improvements totaled $0.7 millionfor the year ended December 31, 2019 with no related write-offs and $1.2 million, $2.3for each of the years ended December 31, 2018 and 2017, with no related write-offs. Accumulated amortization was $2.8 million and $2.2$5.9 million as of December 31, 2019 and December 31, 2018, respectively. Depreciation expense for property and equipment totaled $1.3 million, $2.3 million and $1.8 million for the years ended December 31, 2019, 2018 and 2017, 2016respectively, inclusive of write-offs of less than $0.1 million, $0.8 million and $0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. Accumulated depreciation was $5.4 million and $7.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company disposed of $4.3 million, net, of leasehold improvements, property and equipment, which is included in restructuring expenses in the accompanying consolidated statements of operations for the year ended December 31, 2019. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
2015, respectively, inclusive of write offs of $1.0 million for the year ended December 31, 2016. Accumulated amortization was $4.7 million and $3.5 million as of December 31, 2017 and December 31, 2016, respectively. Depreciation expense for property and equipment totaled $1.8 million, $3.4 million and $2.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, inclusive of write offs of $0.6 million and $1.2 million for the years ended December 31, 2017 and 2016, respectively.
| |
(5) | Net of $1.8 million and $1.6 million of interest receivable reserves as of December 31, 2017andDecember 31, 2016.
|
Note 95 – Fair Value Measures
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. U.S. GAAP guidance defines three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the year ended December 31, 2017. The Company expectsdoes not expect that changes in classifications between levels will be infrequent.frequent.
Items Measured at Fair Value on a Recurring Basis
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis based on market rates of the Company’s positions and other observable interest rates as discussed in Note 6 – Investment Securities, at Fair Value andNote 11 –Derivatives and Hedging Activities, as of December 31, 20172019 and December 31, 2016,2018, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):
|
| | | | | | | | | | | | | | | | |
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2019 |
| Assets: |
|
|
|
|
|
|
|
|
| Derivative assets |
| $ | — |
| | $ | 250 |
| | $ | — |
|
| $ | 250 |
|
| Investment in Cole REITs | | — |
| | — |
| | 7,552 |
| | 7,552 |
|
| Total assets | | $ | — |
| | $ | 250 |
| | $ | 7,552 |
| | $ | 7,802 |
|
| Liabilities: | | | | | | | | |
| Derivative liabilities |
| $ | — |
| | $ | (28,081 | ) | | $ | — |
|
| $ | (28,081 | ) |
|
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2018 |
| Assets: | | | | | | | | |
| Derivative assets | | $ | — |
| | $ | 544 |
| | $ | — |
| | $ | 544 |
|
| Investment in Cole REITs | | — |
| | — |
| | 7,844 |
| | 7,844 |
|
| Total assets | | $ | — |
| | $ | 544 |
| | $ | 7,844 |
| | $ | 8,388 |
|
|
| | | | | | | | | | | | | | | | |
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2017 |
| Assets: |
|
|
|
|
|
|
|
|
| CMBS | | $ | — |
| | $ | — |
| | $ | 40,974 |
| | $ | 40,974 |
|
| Derivative assets |
| — |
| | 627 |
| | — |
|
| 627 |
|
| Total assets | | $ | — |
| | $ | 627 |
| | $ | 40,974 |
| | $ | 41,601 |
|
|
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2016 |
| Assets: | | | | | | | | |
| CMBS | | $ | — |
| | $ | — |
| | $ | 47,215 |
| | $ | 47,215 |
|
| Derivative assets | | — |
| | 199 |
| | — |
| | 199 |
|
| Total assets | | $ | — |
| | $ | 199 |
| | $ | 47,215 |
| | $ | 47,414 |
|
| Liabilities: | | | | | | | | |
| Derivative liabilities | | $ | — |
| | $ | (3,547 | ) | | $ | — |
| | $ | (3,547 | ) |
CMBS – The Company’s CMBS are carried at fair value and are valued using Level 3 inputs. The Company used estimated non-binding quoted market prices from the trading desks of financial institutions that are dealers in such securities for similar CMBS tranches that actively participate in the CMBS market. Broker quotes are only indicative of fair value and may not necessarily represent what the Company would receive in an actual trade for the applicable instrument. Management determines that the prices are representative of fair value through its knowledge and experience in the market. The significant unobservable input used in
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
valuing the CMBS is the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. Significant increases or decreases in the discount rate or market yield would result in a decrease or increase in the fair value measurement. The following risks are included in the consideration and selection of discount rates or market yields: risk of default, rating of the investment and comparable company investments.
Derivative Assets and Liabilities –The Company’s derivative financial instruments relate to interest rate swaps, discussed in Note 11 –Derivatives and Hedging Activities.swaps. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2017,2019 and December 31, 2018, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Investment in Cole REITs –The fair values of CCIT II, CCIT III and CCPT V were estimated using the net asset value per share. Each of short-term financial instruments such as cash and cash equivalents, restricted cash, due to affiliates and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 underCole REIT’s share redemption programs includes restrictions that limit the fair value hierarchy.number of shares redeemed by the respective Cole REIT.
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the yearsyear ended December 31, 2017 and 20162019 (in thousands):
|
| | | | |
| | | CMBS |
| Beginning balance, January 1, 2017 | | $ | 47,215 |
|
| Total gains and losses | | |
| Unrealized loss included in other comprehensive income, net | | (951 | ) |
| Purchases, issuance, settlements | | |
| Return of principal received | | (4,388 | ) |
| Amortization included in net income, net | | (902 | ) |
| Ending Balance, December 31, 2017 | | $ | 40,974 |
|
|
| | | | |
| | | Investment in Cole REITs |
| Beginning balance, January 1, 2019 | | $ | 7,844 |
|
| Unrealized loss included in other income, net | | (292 | ) |
| Ending Balance, December 31, 2019 | | $ | 7,552 |
|
|
| | | | |
| | | CMBS |
| Beginning balance, January 1, 2016 | | $ | 53,304 |
|
| Total gains and losses | | |
| Unrealized loss included in other comprehensive loss, net | | (2,271 | ) |
| Purchases, issuance, settlements | | |
| Return of principal received | | (4,077 | ) |
| Accretion included in net loss, net | | 259 |
|
| Ending Balance, December 31, 2016 | | $ | 47,215 |
|
VEREIT, INC.the changes in assets and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2017 – (Continued)
The fair values of the Company’s financial instruments that are not reported at fair value in the consolidated balance sheets are reported below (dollar amounts in2018 (in thousands):
|
| | | | | | | | |
| | | Commercial Mortgage-Backed Securities | | Investment in Cole REITs |
| Beginning balance, January 1, 2018 | | $ | 40,974 |
| | $ | 3,264 |
|
| Total gains and losses | | | | |
| Unrealized loss included in other comprehensive income, net | | (205 | ) | | — |
|
| Realized loss included in other income, net | | (34 | ) | | — |
|
| Unrealized gain included in other income, net | | — |
| | 5,102 |
|
| Purchases, issuance, settlements | | | | |
| Return of principal received | | (4,864 | ) | | — |
|
| Amortization included in net income, net | | 157 |
| | — |
|
| Sale of investments | | (36,028 | ) | | (522 | ) |
| Ending Balance, December 31, 2018 | | $ | — |
| | $ | 7,844 |
|
|
| | | | | | | | | | | | | | | | | | |
| | | Level | | Carrying Amount at December 31, 2017 | | Fair Value at December 31, 2017 | | Carrying Amount at December 31, 2016 | | Fair Value at December 31, 2016 |
| Assets: | | | | | | | | | | |
| Mortgage notes receivable | | 3 | | $ | 20,294 |
| | $ | 28,272 |
| | $ | 22,764 |
| | $ | 30,460 |
|
| | | | | | | | | | | |
Liabilities (1): | | | | | | | | | | |
| Mortgage notes payable and other debt, net | | 2 | | $ | 2,095,690 |
| | $ | 2,144,522 |
| | $ | 2,687,739 |
| | $ | 2,713,155 |
|
| Corporate bonds, net | | 2 | | 2,848,768 |
| | 2,922,027 |
| | 2,248,063 |
| | 2,273,850 |
|
| Convertible debt, net | | 2 | | 992,218 |
| | 1,012,349 |
| | 987,106 |
| | 1,004,733 |
|
| Credit facility | | 2 | | 185,000 |
| | 185,000 |
| | 500,000 |
| | 500,000 |
|
| Total liabilities | | | | $ | 6,121,676 |
| | $ | 6,263,898 |
| | $ | 6,422,908 |
| | $ | 6,491,738 |
|
| |
(1) | Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. |
Mortgage notes receivable – The fair value of the Company’s fixed-rate loan portfolio is estimated with a discounted cash flow analysis, utilizing scheduled cash flows and discount rates estimated by management to approximate market interest rates.
Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of observable market interest rates. Corporate bonds and convertible debt are valued using quoted market prices in active markets with limited trading volume when available.
Items MeasuredMortgage Notes Payable
Summary and Obligations
As of December 31, 2019, the Company had non-recourse mortgage indebtedness of $1.5 billion, which was collateralized by 355 properties, reflecting a decrease from December 31, 2018 of $388.1 million during the year ended December 31, 2019, primarily related to prepayments of mortgage notes payable. Our mortgage indebtedness bore interest at Fair Valuethe weighted-average rate of 5.05% per annum and had a weighted-average maturity of 2.8 years. We may in the future incur additional mortgage debt on the properties we currently own or use long-term non-recourse financing to acquire additional properties.
The payment terms of our loan obligations vary. In general, only interest amounts are payable monthly with all unpaid principal and interest due at maturity. Some of our loan agreements require that we comply with specific reporting and financial covenants mainly related to debt coverage ratios and loan-to-value ratios. Each loan that has these requirements has specific ratio thresholds that must be met.
Restrictions on Loan Covenants
Our mortgage loan obligations generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios), as well as the maintenance of a Non-Recurring Basisminimum net worth. The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. The Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends as of December 31, 2019.
Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.Derivative Activity
Real Estate Investments
As discussed in Note 46 –Real Estate InvestmentsDebt and Related IntangiblesNote 7 –Derivatives and Hedging Activities, during the year ended December 31, 2017,2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt.
Dividends
On November 5, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend of $0.55 per share) for the fourth quarter of 2019 to stockholders of record as of December 31, 2019, which was paid on January 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit.
Our Series F Preferred Stock, as discussed in Note 12 – Equity to our consolidated financial statements, will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis).
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | More than 5 years |
| Principal payments - mortgage notes | | $ | 1,529,057 |
| | $ | 188,385 |
| | $ | 588,466 |
| | $ | 745,238 |
| | $ | 6,968 |
|
Interest payments - mortgage notes (1) | | 210,667 |
| | 74,251 |
| | 102,135 |
| | 33,154 |
| | 1,127 |
|
| Principal payments - Credit Facility | | 1,050,000 |
| | — |
| | 150,000 |
| | 900,000 |
| | — |
|
Interest payments - Credit Facility (1) (2) | | 119,683 |
| | 38,281 |
| | 72,246 |
| | 9,156 |
| | — |
|
| Principal payments - corporate bonds | | 2,850,000 |
| | — |
| | — |
| | 500,000 |
| | 2,350,000 |
|
| Interest payments - corporate bonds | | 796,198 |
| | 119,988 |
| | 239,976 |
| | 219,212 |
| | 217,022 |
|
| Principal payments - convertible debt | | 321,802 |
| | 321,802 |
| | — |
| | — |
| | — |
|
| Interest payments - convertible debt | | 11,531 |
| | 11,531 |
| | — |
| | — |
| | — |
|
| Operating and ground lease commitments | | 334,977 |
| | 22,287 |
| | 44,406 |
| | 42,827 |
| | 225,457 |
|
Other commitments (3) | | 4,345 |
| | 4,345 |
| | — |
| | — |
| | — |
|
| Total | | $ | 7,228,260 |
| | $ | 780,870 |
| | $ | 1,197,229 |
| | $ | 2,449,587 |
| | $ | 2,800,574 |
|
| |
| (1) | Interest payments due in future periods on the $164.4 million of variable rate debt were calculated using a forward LIBOR curve. |
| |
| (2) | As of December 31, 2019, we had $900.0 million of variable rate debt on the Credit Facility Term Loan effectively fixed through the use of interest rate swap agreements. We used the interest rates effectively fixed under our swap agreements to calculate the debt payment obligations in future periods. |
| |
| (3) | Includes the Company’s share of capital expenditures related to an expansion project of the property held within an unconsolidated joint venture and letters of credit outstanding. Subsequent to December 31, 2019, all letters of credit outstanding were terminated. |
Cash Flow Analysis for the year ended December 31, 2019
Operating Activities –During the year ended December 31, 2019, net cash used in operating activities increased $601.5 million to $107.6 million from $493.9 million net cash provided by operating activities during the same period in 2018. The increase was primarily due to a $524.5 million increase in litigation and non-routine costs, net, including litigation settlements, paid during the year ended December 31, 2019.
Investing Activities –Net cash provided by investing activities for the year ended December 31, 2019 increased $462.1 million to $613.2 million from $151.1 million during the same period in 2018. The increase was primarily related to an increase in cash proceeds from dispositions of real estate and joint ventures of $565.2 million and a decrease in investments in real estate assets of $106.0 million, offset by a decrease in net proceeds from disposition of discontinued operations of $122.9 million, a decrease in proceeds from the sale of CMBS and mortgage notes receivables of $37.1 million and an investmentincrease in payments for capital expenditures and leasing costs and real estate developments of $34.6 million.
Financing Activities –Net cash used in financing activities of $525.4 million decreased $130.0 million during the year ended December 31, 2019 from $655.4 million during the same period in 2018. The decrease was primarily related to $1.0 billion of proceeds received from the issuance of Common Stock in 2019, offset by the redemption of $300.1 million of Series F Preferred Stock in 2019, an increase in payments on mortgage notes payable and other debt, including debt extinguishment costs of $236.2 million, and a property subjectdecrease of $170.0 million in net proceeds related to a direct financing lease representing 69 propertiesthe credit facilities, corporate bonds and convertible notes. In addition, during the year ended December 31, 2019, $192.0 million of payments were deemedmade related to be impairedthe surrender of Limited Partner OP Units, with no comparable activity during the same period in 2018.
Please refer to the discussion in Part II, Item 7, "Management's Discussion and their carrying values totaling $161.9 million were reduced to their estimated fair valueAnalysis of $111.4 million, resultingFinancial Condition and Results of Operations" in impairment charges of $50.5 million. Duringthe Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for the cash flow analysis for the years ended December 31, 20162018 and 2015,2017.
Election as a REIT
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. As a REIT, except as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019.
The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the Operating Partnership is required to take into account its allocable share of the Operating Partnership’s income, gains, losses, deductions and credits for each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property. Under the LPA, the Operating Partnership is required to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The Company conducted substantially all of the Cole Capital business activities through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Puerto Rico and, as a result, it files income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related Party Transactions and Agreements
Through the closing of the Cole Capital sale, we were contractually responsible for managing the Cole REITs’ affairs on a day-to-day basis. For further explanation of the various related party transactions, agreements and fees see Note 15 –Related Party Transactions and Arrangements to our consolidated financial statements in this report.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and forwards in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
Interest Rate Risk
As of December 31, 2019, our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use of derivative instruments, with a fair value and carrying value of $5.8 billion and $5.6 billion, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed rate debt of $217.6 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt of $236.0 million.
As of December 31, 2019, our debt included variable-rate debt with a fair value and carrying value of $164.5 million and $164.4 million, respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $1.6 million annually. See Note 6 –Debt to our consolidated financial statements.
As of December 31, 2019, our interest rate swaps had a fair value that resulted in net liabilities of $27.8 million. See Note 7 –Derivatives and Hedging Activities to our consolidated financial statements for further discussion.
As the information presented above includes only those exposures that existed as of December 31, 2019, it does not consider exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.
In July 2017, the FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on our variable rate debt as discussed in Note 6 –Debt and the swap rate for our interest rate swaps, as discussed in Note 7 –Derivatives and Hedging Activities. See Item 1A. Risk Factors for further discussion on risks related to changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates.
Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.
Item 8. Financial Statements and Supplementary Data.
The information required by Item 8 is hereby incorporated by reference to our consolidated financial statements beginning on page F-1 of this document.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
I. Discussion of Controls and Procedures of the General Partner
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to the General Partner.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
II. Discussion of Controls and Procedures of the Operating Partnership
In the information incorporated by reference into this Part II of Item 9A, the term “Company” refers to the Operating Partnership, except as the context otherwise requires.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2019, of the Company and our report dated February 25, 2020, expressed an unqualified opinion on those financial statements.
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 Annual 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/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
Item 9B. Other Information.
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
The Financial Statements are included herein at pages F-1 through F-59.
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts is included herein on page F-60.
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-61 through F-178.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-179.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (and are numbered in accordance with Item 601 of Regulation S-K):
|
| | |
| Exhibit No. | | Description |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 3.4 | | |
| 3.5 | | |
| 3.6 | | |
| 3.7 | | |
| 3.8 | | |
| 3.9 | | |
| 3.10 | | |
| 3.11 | | |
| 3.12 | | |
| 3.13 | | |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
|
| | |
| Exhibit No. | | Description |
| 4.4 | | |
| 4.6 | | |
| 4.7 | | |
| 4.8 | | Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014). |
| 4.9 | | |
| 4.10 | | |
| 4.11 | | |
| 4.13 | | |
| 4.14 | | |
| 4.15 | | |
| 4.16 | | |
| 4.17 | | |
| 4.18 | | |
| 4.19 | | |
| 4.20* | | |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 10.4† | | |
| 10.5† | | |
| 10.6† | | |
| 10.7† | | |
| 10.8† | | |
| 10.9† | | |
|
| | |
| Exhibit No. | | Description |
| 10.10† | | |
| 10.11† | | |
| 10.12† | | |
| 10.13† | | |
| 10.14† | | |
| 10.15† | | |
| 10.16† | | |
| 10.17† | | |
| 10.18† | | |
| 10.19† | | |
| 10.20† | | |
| 10.21† | | |
| 10.22† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.23† | | |
| 10.24† | | |
| 10.25† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.26† | | |
| 10.27† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.28† | | |
| 10.29† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.30 | | |
|
| | |
| Exhibit No. | | Description |
| 10.31 | | |
| 21.1* | | |
| 23.1* | | |
| 23.2* | | |
| 31.1* | | |
| 31.2* | | |
| 31.3* | | |
| 31.4* | | |
| 32.1** | | |
| 32.2** | | |
| 32.3** | | |
| 32.4** | | |
| 101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). |
_____________________________
| |
| ** | 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. |
† Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | |
| VEREIT, INC. |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
| | |
| VEREIT OPERATING PARTNERSHIP, L.P. |
| By: VEREIT, Inc., its sole general partner |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Dated: February 25, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.
|
| | | | |
| Name | | Capacity * | | Date |
| | | | |
| /s/ Glenn J. Rufrano | | Chief Executive Officer | | February 25, 2020 |
| Glenn J. Rufrano | | (Principal Executive Officer and Director) | | |
| | | | |
| /s/ Michael J. Bartolotta | | Executive Vice President and Chief Financial Officer | | February 25, 2020 |
| Michael J. Bartolotta | | (Principal Financial Officer) | | |
| | | | |
| /s/ Gavin B. Brandon | | Senior Vice President and Chief Accounting Officer | | February 25, 2020 |
| Gavin B. Brandon | | (Principal Accounting Officer) | | |
| | | | |
| /s/ Hugh R. Frater | | Director, Non-Executive Chairman | | February 25, 2020 |
| Hugh R. Frater | | | | |
| | | | |
| /s/ David B. Henry | | Director | | February 25, 2020 |
| David B. Henry | | | | |
| | | | |
| /s/ Mary Hogan Preusse | | Director | | February 25, 2020 |
| Mary Hogan Preusse | | | | |
| | | | |
| /s/ Richard J. Lieb | | Director | | February 25, 2020 |
| Richard J. Lieb | | | | |
| | | | |
| /s/ Mark S. Ordan | | Director | | February 25, 2020 |
| Mark S. Ordan | | | | |
| | | | |
| /s/ Eugene A. Pinover | | Director | | February 25, 2020 |
| Eugene A. Pinover | | | | |
| | | | |
| /s/ Julie G. Richardson | | Director | | February 25, 2020 |
| Julie G. Richardson | | | | |
|
| |
| * | Each person is signing in his or her capacity as an officer and/or director of VEREIT, Inc., which is the sole general partner of VEREIT Operating Partnership, L.P. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 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 accounting principles generally accepted in the United States of America.
We have also 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2020 expressed an unqualified opinion on the Company’s internal control over financial reporting.
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 Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Investments - Impairments- Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
The Company performs quarterly impairment review procedures, primarily through monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets related to 153 and 202 properties, respectively, withmay not be recoverable. The Company assesses the recoverability of real estate assets by determining whether the carrying values totaling $668.2 million and $340.1 million, respectively, were deemed tovalue of the assets will be impairedrecovered from the undiscounted future cash flows expected from the use of the assets and their eventual disposition. Estimating future undiscounted cash flows requires management to make significant estimates and assumptions, including estimating the expected holding period of the assets when assessing recoverability.
In the event that such expected undiscounted future cash flows do not exceed the carrying values were reducedvalue, the Company will adjust the carrying value of real estate assets to their estimatedrespective fair values of $485.4 million and $248.3 million, respectively, resulting inrecognize an impairment charges of $182.8 million and $91.8 million, respectively. The Company estimatesloss. Generally, fair values using Level 3 inputs andvalue is determined using a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluationDuring 2019, the Company recorded $47.1 million of impairment charges.
We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions required to evaluate the recoverability of real estate assets, including the estimated holding period of the assets when assessing recoverability. Auditing the assumptions used by the Company in estimating future undiscounted cash flows required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the Company’s recoverability analysis.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to test the assumptions used by management to estimate forecasted cash flows, including management’s expected holding period of such real estate assets, consisted of the following, among others:
We tested the effectiveness of internal controls over the inputs of the forecasted cash flows used in the recoverability analysis.
With the assistance of our fair value specialists, we evaluated the undiscounted future cash flows analysis, including estimates of future occupancy levels, market rental revenue, and capitalization rates, in addition to the assessment of expected remaining holding period and changes in management’s intent with respect to the expected holding period for each real estate asset with possible impairment indicators by:
| |
| 1. | Making inquiries of accounting and operations management. |
| |
| 2. | Comparing the source data and management’s assumptions to the Company’s historical results and external market sources. |
| |
| 3. | Testing the mathematical accuracy of the undiscounted future cash flows analysis. |
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Company’s auditor since 2015.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the partners of VEREIT Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P and subsidiaries (the "Operating Partnership") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of 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 accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership 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. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Operating Partnership’s auditor since 2015.
VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
| | 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
| | 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
| |
|
|
| Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 and 42,834,138 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 309 |
| | 428 |
|
| Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,076,845,984 and 967,515,165 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 10,768 |
| | 9,675 |
|
| Additional paid-in capital | | 13,251,962 |
| | 12,615,472 |
|
| Accumulated other comprehensive loss | | (27,670 | ) | | (1,280 | ) |
| Accumulated deficit | | (6,399,626 | ) | | (5,467,236 | ) |
| Total stockholders’ equity | | 6,835,743 |
| | 7,157,059 |
|
| Non-controlling interests | | 7,535 |
| | 143,085 |
|
| Total equity | | 6,843,278 |
| | 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
|
| 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net |
| 11,752 |
|
| (164,237 | ) |
| (197,876 | ) |
| (Loss) income before taxes |
| (302,844 | ) |
| (86,624 | ) |
| 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) |
| (91,725 | ) |
| 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) | | (88,030 | ) | | 32,378 |
|
Net loss (income) attributable to non-controlling interests (1) | | 6,753 |
| | 2,256 |
| | (560 | ) |
| Net (loss) income attributable to the General Partner | | $ | (300,353 | ) |
| $ | (85,774 | ) |
| $ | 31,818 |
|
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per share attributable to common stockholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss (income) attributable to limited partners and a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income | | (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income | | (334,543 | ) | | (85,685 | ) | | 31,339 |
|
Comprehensive loss (income) attributable to non-controlling interests(1) | | 7,800 |
| | 2,200 |
| | (534 | ) |
| Total comprehensive (loss) income attributable to the General Partner | | $ | (326,743 | ) | | $ | (83,485 | ) | | $ | 30,805 |
|
| |
| (1) | Represents comprehensive loss (income) attributable to limited partners and a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,146,650 |
| | $ | 9,741 |
| | $ | 12,640,171 |
| | $ | (2,556 | ) | | $ | (4,200,423 | ) | | $ | 8,447,361 |
| | $ | 172,172 |
| | $ | 8,619,533 |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (68,759 | ) | | (1 | ) | | (517 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (268,550 | ) | | (2 | ) | | (2,146 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 399,242 |
| | 4 |
| | 16,750 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | (535,657 | ) | | — |
| | (535,657 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,227 | ) | | (13,227 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | (571 | ) | | — |
| | (571 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Disposition of joint venture | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | 31,818 |
| | 560 |
| | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | | (26 | ) | | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,208,583 |
| | $ | 9,742 |
| | $ | 12,654,258 |
| | $ | (3,569 | ) | | $ | (4,776,581 | ) | | $ | 7,884,278 |
| | $ | 158,598 |
| | $ | 8,042,876 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 32,439 |
| | — |
| | 241 |
| | — |
| | — |
| | 241 |
| | (241 | ) | | — |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (7,206,876 | ) | | (72 | ) | | (50,082 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (324,502 | ) | | (2 | ) | | (2,324 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 805,521 |
| | 7 |
| | 13,307 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | (532,144 | ) | | — |
| | (532,144 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,048 | ) | | (13,048 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 72 |
| | — |
| | (989 | ) | | (917 | ) | | — |
| | (917 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | (85,774 | ) | | (2,256 | ) | | (88,030 | ) |
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 2,289 |
| | 56 |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
| | $ | 428 |
| | 967,515,165 |
| | $ | 9,675 |
| | $ | 12,615,472 |
| | $ | (1,280 | ) | | $ | (5,467,236 | ) | | $ | 7,157,059 |
| | $ | 143,085 |
| | $ | 7,300,144 |
|
| Issuance of Common Stock, net | | — |
| | — |
| | 108,410,070 |
| | 1,084 |
| | 1,013,131 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 130,291 |
| | 1 |
| | 1,166 |
| | — |
| | — |
| | 1,167 |
| | (1,167 | ) | | — |
|
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Conversion of Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | $ | 1 |
| | — |
| | $ | — |
| | $ | 922 |
| | $ | — |
| | $ | — |
| | $ | 923 |
| | $ | (923 | ) | | $ | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (120 | ) | | — |
| | — |
| | (300,002 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (200,331 | ) | | (2 | ) | | (1,616 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 990,789 |
| | 10 |
| | 13,091 |
| | — |
| | — |
| | 13,101 |
| | — |
| | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | (562,195 | ) | | — |
| | (562,195 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9,494 | ) | | (9,494 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 117 |
| | — |
| | (1,445 | ) | | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (68,397 | ) | | (68,397 | ) | | (91 | ) | | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | — |
| | — |
| | (91,920 | ) | | (126,590 | ) | | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of equity | | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | — |
| | 2,071 |
| | (2,071 | ) | | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | (300,353 | ) | | (6,753 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (26,390 | ) | | (1,047 | ) | | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
|
| $ | 309 |
|
| 1,076,845,984 |
|
| $ | 10,768 |
|
| $ | 13,251,962 |
|
| $ | (27,670 | ) |
| $ | (6,399,626 | ) |
| $ | 6,835,743 |
|
| $ | 7,535 |
|
| $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | |
| | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity-based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities and gain on joint venture | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) | | 493,914 |
|
| 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
|
| (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) | | (655,406 | ) |
| (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
|
| $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
|
| 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
|
| 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
|
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
|
| |
|
|
| General Partner's preferred equity, 30,871,246 and 42,834,138 General Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 460,504 |
| | 710,325 |
|
| General Partner's common equity, 1,076,845,984 and 967,515,165 General Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 6,375,239 |
| | 6,446,734 |
|
| Limited Partner's preferred equity, 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 1,869 |
| | 2,883 |
|
| Limited Partner's common equity, 786,719 and 23,715,908 Limited Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 4,433 |
| | 138,931 |
|
| Total partners’ equity | | 6,842,045 |
|
| 7,298,873 |
|
| Non-controlling interests | | 1,233 |
| | 1,271 |
|
| Total equity | | 6,843,278 |
|
| 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
| | 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net | | 11,752 |
|
| (164,237 | ) | | (197,876 | ) |
| (Loss) income before taxes | | (302,844 | ) |
| (86,624 | ) | | 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) | | (91,725 | ) | | 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) |
| (88,030 | ) | | 32,378 |
|
Net loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Net (loss) income attributable to the OP | | $ | (307,004 | ) |
| $ | (87,876 | ) | | $ | 32,572 |
|
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per unit attributable to common unitholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss attributable to a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income |
| (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income |
| (334,543 | ) |
| (85,685 | ) | | 31,339 |
|
Comprehensive loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Total comprehensive (loss) income attributable to the OP |
| $ | (334,441 | ) |
| $ | (85,531 | ) | | $ | 31,533 |
|
| |
| (1) | Represents comprehensive loss attributable to a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 853,821 |
| | 86,874 |
| | $ | 3,171 |
| | 974,146,650 |
| | $ | 7,593,540 |
| | 23,748,347 |
| | $ | 166,598 |
|
| $ | 8,617,130 |
| | $ | 2,403 |
|
| $ | 8,619,533 |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (68,759 | ) | | (518 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (268,550 | ) | | (2,148 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 399,242 |
| | 16,754 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | — |
| | (13,060 | ) | | (548,717 | ) | | (167 | ) | | (548,884 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | — |
| | — |
| | (571 | ) | | — |
| | (571 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Disposition of joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | — |
| | 754 |
| | 32,572 |
| | (194 | ) | | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (26 | ) | | (1,039 | ) | | — |
| | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
|
| $ | 782,073 |
|
| 86,874 |
|
| $ | 3,027 |
|
| 974,208,583 |
|
| $ | 7,102,205 |
|
| 23,748,347 |
|
| $ | 154,266 |
|
| $ | 8,041,571 |
|
| $ | 1,305 |
|
| $ | 8,042,876 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 32,439 |
| | 241 |
| | (32,439 | ) | | (241 | ) | | — |
| | — |
| | — |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (7,206,876 | ) | | (50,154 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (324,502 | ) | | (2,326 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 805,521 |
| | 13,314 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | — |
| | (13,048 | ) | | (545,192 | ) | | — |
| | (545,192 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (917 | ) | | — |
| | — |
| | (917 | ) | | — |
| | (917 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | — |
| | (2,102 | ) | | (87,876 | ) | | (154 | ) | | (88,030 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 56 |
| | 2,345 |
| | — |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
|
| $ | 710,325 |
|
| 86,874 |
|
| $ | 2,883 |
|
| 967,515,165 |
|
| $ | 6,446,734 |
|
| 23,715,908 |
|
| $ | 138,931 |
|
| $ | 7,298,873 |
|
| $ | 1,271 |
|
| $ | 7,300,144 |
|
| Issuance of common OP Units, net | | — |
| | — |
| | — |
| | — |
| | 108,410,070 |
| | 1,014,215 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 130,291 |
| | 1,167 |
| | (130,291 | ) | | (1,167 | ) | | — |
| | — |
| | — |
|
| Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | 923 |
| | (37,108 | ) | | (923 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (182,347 | ) | | — |
| | — |
| | — |
| | (117,775 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (200,331 | ) | | (1,618 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Equity-based compensation, net | | — |
| | $ | — |
| | — |
| | $ | — |
| | 990,789 |
| | $ | 13,101 |
| | — |
| | $ | — |
| | $ | 13,101 |
| | $ | — |
| | $ | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | — |
| | (9,494 | ) | | (571,689 | ) | | — |
| | (571,689 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,328 | ) | | — |
| | — |
| | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to Series F Preferred Units | | — |
| | (68,397 | ) | | — |
| | (91 | ) | | — |
| | — |
| | — |
| | — |
| | (68,488 | ) | | — |
| | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
| | — |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | (22,798,898 | ) | | (126,590 | ) | | (218,510 | ) | | — |
| | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of capital | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | (2,071 | ) | | — |
| | — |
| | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | — |
| | (6,651 | ) | | (307,004 | ) | | (102 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (1,047 | ) | | (27,437 | ) | | — |
| | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
| | $ | 460,504 |
| | 49,766 |
| | $ | 1,869 |
| | 1,076,845,984 |
| | $ | 6,375,239 |
| | 786,719 |
| | $ | 4,433 |
| | $ | 6,842,045 |
| | $ | 1,233 |
| | $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | | | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) |
| 493,914 |
| | 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
| | (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) |
| (655,406 | ) | | (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019
Note 1 – Organization
VEREIT is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP.
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity.
Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 99.9% of the common equity interests in the OP as of December 31, 2019. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets.
The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s Board of Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance of any new class of equity securities.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, as described in Note 1 – Organization and Note 12 – Equity, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of December 31, 2019 and 2018, there were approximately 0.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively.
For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity.
The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP.
Reclassification
The (loss) gain on derivative instruments, net line item has been combined into other income, net for prior periods presented to be consistent with the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes.
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for intangible lease assets.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Allocation of Purchase Price of Real Estate Assets
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases, including leasing commissions, legal and other related expenses. The value of in-place leases is amortized over the initial term of the respective leases. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense.
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. Above-market leases are amortized as a reduction to rental revenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal periods.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
During the years ended December 31, 2019, 2018 and 2017, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented.
Assets Held for Sale
Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. See Note 3–Real Estate Investments and Related Intangiblesfor further discussion regarding properties held for sale.
If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.
Development Activities
Project costs, which include interest expense, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. Once the development and construction of the building is substantially completed, the amounts capitalized to construction in progress are transferred to (i) land and (ii) buildings, fixtures and improvements and are depreciated over their respective useful lives.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Discontinued Operations
The Company reports discontinued operations when a component of an entity or group of components that has been disposed of or classified as held for sale represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 14 —Discontinued Operations for further discussion regarding discontinued operations.
Investment in Unconsolidated Entities
Unconsolidated Joint Ventures
The Company accounts for its investment in unconsolidated joint venture arrangements using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of these investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint ventures’ earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint ventures in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 3–Real Estate Investments and Related Intangiblesfor further discussion on investments in unconsolidated joint ventures.
Investment in Cole REITs
On February 1, 2018, the Company sold certain of its equity investments to CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC, retaining interests retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V”). Subsequent to the sale of Cole Capital, the Company carries these investments at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V, and any changes in the fair value are recognized in other income, net in the accompanying consolidated statement of operations for the years ended December 31, 2019 and 2018.Prior to the sale of Cole Capital, the Company accounted for these investments using the equity method of accounting, which required the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Cole REIT’s earnings and distributions. The Company recorded its proportionate share of net income or loss from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statement of operations for the year ended December 31, 2017.
Leasehold Improvements and Property and Equipment
The Company leases its corporate office facilities under operating leases. Leasehold improvements related to these are recorded at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or remaining lease term.
Property and equipment, which typically include computer hardware and software, furniture and fixtures, among other items, are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated useful lives of the assets, which range from three to seven years. The Company reassesses the useful lives of its property and equipment and adjusts the future monthly depreciation expense based on the new useful life, as applicable. If the Company disposes of an asset, the asset and related accumulated depreciation are written off upon disposal.
Goodwill
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of December 31, 2019 and 2018, the carrying value of goodwill was $1.3 billion.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Impairments
Real Estate Assets
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales or leasing transactions. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in Note 5 – Fair Value Measures.
Goodwill
The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. To determine whether it is necessary to perform a quantitative goodwill impairment test, the Company first assesses qualitative factors, including, but not limited to macro-economic conditions such as deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative to peers. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no quantitative testing is required. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value is less than the carrying amount, the provisions of guidance require that the Company then compares the fair value to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value.
The Company performed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the qualitative testing, the Company believes that it is more-likely-than-not that the fair value of the goodwill is greater than the carrying value. As such, no further testing was performed. The Company performed a quantitative analysis for the annual goodwill tests during the years ended December 31, 2018 and 2017, which also resulted in 0 impairments.
Investment in Unconsolidated Joint Ventures
The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of any of its investment in the unconsolidated joint ventures. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain keyassumptions. The use of different judgments and assumptions including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) numbercould result in different conclusions. NaN impairments of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental income and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For the Company’s impairment tests for the real estate assetsunconsolidated joint ventures were identified during the yearyears ended December 31, 2017,2019, 2018 and 2017.
Leasehold Improvements and Property and Equipment
Leasehold improvements and property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If this review indicates that the carrying value of the asset is not recoverable, the Company used a rangerecords an impairment loss, measured at fair value by estimated discounted cash flows or market appraisals. The evaluation of discount rates from 7.4%leasehold improvements and property and equipment for potential impairment requires the Company’s management to 7.8% with a weighted-average rateexercise significant judgment and to make certain assumptions. The use of 7.5%different judgments and capitalization rates from 6.9% to 10.0% with a weighted-average rateassumptions could result in different conclusions. NaN impairments of 8.0%.leasehold improvements and property and equipment were identified during the years ended December 31, 2019, 2018 and 2017.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds with original maturities of three months or less. The following table presentsCompany deposits cash with several high quality financial institutions. These deposits are guaranteed by the impairment charges by asset class recorded duringFederal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times, the years ended December 31, 2017, 2016 or 2015 (dollarCompany’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in thousands):excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Properties impaired | | 69 |
| | 153 |
| | 202 |
|
| | | | | | | |
| Asset classes impaired: | | | | | | |
| Investment in real estate assets, net | | $ | 50,087 |
| | $ | 183,240 |
| | $ | 88,465 |
|
| Investment in direct financing leases, net | | 553 |
| | — |
| | 4,020 |
|
| Below-market lease liabilities, net | | (92 | ) | | (421 | ) | | (730 | ) |
| Total impairment loss | | $ | 50,548 |
| | $ | 182,819 |
| | $ | 91,755 |
|
GoodwillRestricted Cash
The Company performed its annual testhad $21.0 million and $22.9 million, respectively, in restricted cash as of December 31, 2019 and 2018. Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, rent from certain of the goodwillCompany’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at December 31, 2019 was $18.8 million in lender reserves and $2.2 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2018 was $21.5 million in lender reserves and $1.4 million held in restricted lockbox accounts.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for impairmentfinancing. Deferred financing costs, other than those associated with the Revolving Credit Facility (as defined in Note 6 –Debt), are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Deferred financing costs related to the Revolving Credit Facility are included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that are not completed are expensed in the period in which it is determined the financing will not be completed.
Convertible Debt
The Company has an outstanding aggregate balance of $321.8 million related to the 2020 Convertible Notes (as defined in Note 6 –Debt ). The 2020 Convertible Notes are convertible into cash or shares of the Company’s Common Stock at the Company’s option. In accordance with U.S GAAP, the 2020 Convertible Notes are accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the 2020 Convertible Notes on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the 2020 Convertible Notes and the estimated fair value of $15.1 billion, $18.3 billion and $19.7 billion at the 2017, 2016, and 2015 measurement dates, respectively, which exceededdebt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the carrying values by 8.1%, 21.0%, and 13.0% respectively. As such, no goodwill impairment was recorded duringequity component. The debt discount is being amortized to interest expense over the years ended December 31, 2017, 2016 or 2015 in income (loss) from continuing operations. If all other assumptions were held constant, increasingrespective term of the discount rate by 0.5% would decrease the amount that the 2017 fair value exceeds the 2017 carrying value from $1.1 billion to $385.0 million.2020 Convertible Notes.
Derivative Instruments
The Company estimatedmay use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options and forwards to hedge all or a portion of the fair value using bothinterest rate risk associated with its borrowings. The Company’s interest rate management objectives are intended to limit the incomeimpact of interest rate fluctuations on earnings and market approach in evaluating goodwill for impairment. The assumptions utilized in the income approach include, but are not limited to, revenue growth rates, future cash flows and discount rates.to manage the Company’s overall borrowing costs. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges are used to hedge forecasted issuances of fixed rate debt and the variable cash flows associated with floating rate debt. The assumptions utilized inCompany does not intend to utilize derivatives for purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the market approach include, butrisk that the counterparties to these contractual arrangements are not limitedable to future cash flows,perform under the selectionagreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company may also have other financial relationships. The Company does not anticipate that any of comparable companies and measures of operating results and pricing multiples. AFFO multiples for market comparable companies were usedthe counterparties will fail to estimate the fair value by applying those multiples to the projected financial information prepared by management. The uncertainties associated with the fair value assumptions for the goodwill are the same as the uncertainties for real estate assets.meet their obligations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
Note 10 – Debt
AsThe Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of December 31, 2017,derivatives depends on the intended use of the derivative, whether the Company had $6.1 billionhas elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of debt outstanding, includingthe 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 designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in other income, net premiumsin the consolidated statements of operations and net deferred financingconsolidated statements of comprehensive income (loss). If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss). Unrealized gains and losses in other comprehensive income (loss) are reclassified to interest expense when the related hedged items impact earnings. See Note 7 –Derivatives and Hedging Activities for further discussion.
Leases
ASC 842 (effective January 1, 2019)
The adoption of ASC 842, effective January 1, 2019, did not have a material impact on the Company’s consolidated statements of operations. The most significant impact was the recognition of operating lease right-of-use (“ROU”) assets and operating lease liabilities for operating leases pursuant to which the Company is the lessee. The Company did not have a cumulative effect adjustment to retained earnings upon adoption. The lessor accounting model under ASC 842 is similar to existing guidance, however, it limits the capitalization of initial direct leasing costs, such as internally generated costs, and modifies the lease classification criteria through the elimination of "bright-line" tests.
The Company elected the package of practical expedients permitted under ASC 842 (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, the practical expedient which allows a lessee to combine lease and non-lease components, and the short-term lease election that allows a lessee not to apply the balance sheet recognition requirements to leases with a weighted-average yearsterm of 12 months or less. The Company elected not to maturityapply the practical expedients related to hindsight or assessing impairment of 4.3 yearsROU assets.
Lessor (effective January 1, 2019)
At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a weighted-average interest ratelease effectively transfer control of 4.2%. The following table summarizes the carryingunderlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of debtthe asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases.
Prior to the adoption of ASC 842, the Company has acquired certain properties that are subject to leases that qualified as direct financing leases. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow analysis based on interest rates that would represent the Company’s incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease. The Company does not have any sales-type leases as of December 31, 20172019.
For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and December 31, 2016,circumstances on which the variable lease payments are based occur. Variable lease payments, including contingent rent, which is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount, are recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the debt activity forsales in excess of the year ended December 31, 2017 (in thousands):minimum amount by a percentage defined in the lease.
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Year Ended December 31, 2017 | | | |
| | | | Balance as of December 31, 2016 | | Debt Issuances | | Repayments, Extinguishment and Assumptions | | Accretion and Amortization | | Balance as of December 31, 2017 | |
| Mortgage notes payable: | | | | | | | | | | | |
| | Outstanding balance | | $ | 2,629,949 |
| | $ | 4,652 |
| | $ | (563,563 | ) |
| $ | — |
| | $ | 2,071,038 |
| (1) |
| | Net premiums (2) | | 36,751 |
| | — |
| | (526 | ) | | (11,573 | ) | | 24,652 |
| |
| | Deferred costs | | (16,633 | ) | | (88 | ) | | 883 |
| | 2,840 |
| | (12,998 | ) | |
| Other debt: | | | | | | | | | |
|
| |
| | Outstanding balance | | 20,947 |
| | — |
| | (20,947 | ) | | — |
| | — |
| |
| | Premium (2) | | 92 |
| | — |
| | (17 | ) | | (75 | ) | | — |
| |
| Mortgages and other debt, net | | 2,671,106 |
|
| 4,564 |
|
| (584,170 | ) |
| (8,808 | ) |
| 2,082,692 |
| |
| Corporate bonds: | | | | | | | | | |
|
| |
| | Outstanding balance | | 2,250,000 |
| | 600,000 |
| | — |
| | — |
| | 2,850,000 |
| |
| | Discount (3) | | (1,937 | ) | | — |
| | — |
| | 705 |
| | (1,232 | ) | |
| | Deferred costs | | (21,839 | ) | | (9,485 | ) | | — |
| | 4,050 |
| | (27,274 | ) | |
| Corporate bonds, net | | 2,226,224 |
|
| 590,515 |
|
| — |
|
| 4,755 |
|
| 2,821,494 |
| |
| Convertible debt: | | | | | | | | | |
|
| |
| | Outstanding balance | | 1,000,000 |
| | — |
| | — |
| | — |
| | 1,000,000 |
| |
| | Discount (3) | | (12,894 | ) | | — |
| | — |
| | 5,112 |
| | (7,782 | ) | |
| | Deferred costs | | (13,766 | ) | | — |
| | — |
| | 5,806 |
| | (7,960 | ) | |
| Convertible debt, net | | 973,340 |
|
| — |
|
| — |
|
| 10,918 |
|
| 984,258 |
| |
| Credit facility: | | | | | | | | | |
|
| |
| | Outstanding balance | | 500,000 |
| | 329,000 |
| | (644,000 | ) | | — |
| | 185,000 |
| |
| | Deferred costs (4) | | (3,422 | ) | | — |
| | 2,030 |
| | 1,392 |
| | — |
| |
| Credit facility, net | | 496,578 |
|
| 329,000 |
|
| (641,970 | ) |
| 1,392 |
|
| 185,000 |
| |
| | | | | | | | | | | |
|
| |
| Total debt | | $ | 6,367,248 |
|
| $ | 924,079 |
|
| $ | (1,226,140 | ) |
| $ | 8,257 |
|
| $ | 6,073,444 |
| |
| |
(1) | Includes $16.2 million related to one mortgage note payable in default. |
| |
(2) | Net premiums on mortgage notes payable and other debt were recorded upon the assumption of the respective debt instruments in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective debt instruments using the effective-interest method. |
| |
(3) | Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. |
| |
(4) | Deferred costs relate to the term portion of the credit facility, which was repaid during the year ended December 31, 2017. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company, as lessor, identified three separate lease components as follows: i) land lease component, ii) single property lease component comprised of building, land improvements and tenant improvements, and iii) furniture and fixtures. The Company’s leases also contain provisions for tenants to reimburse the Company for real estate taxes and insurance, which are considered noncomponents of the lease, and maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component.
The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record an allowance for uncollectible accounts.
Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases.
Lessee (effective January 1, 2019)
To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date.
The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes.
The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received.
The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly.
Policy applicable to periods prior to January 1, 2019
The accounting policy for leases in which the Company is the lessor or lessee prior to the adoption of ASC 842 can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Revenue Recognition
In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) (Topic 606), which requires an entity to recognize revenue in a way that depicts 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. Revenues generated through leasing arrangements are within the scope of ASC 842, as discussed above, and are excluded from Topic 606.
Revenue Recognition - Cole Capital
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Cole Capital earned securities sales commissions, dealer manager fees, distribution and stockholder servicing fees, real estate acquisition fees, financing coordination fees, property management fees, advisory fees, asset management fees and performance fees for services relating to the Cole REITs’ offerings and the investment and management of their respective assets, in accordance with the respective dealer manager and advisory agreements. The Company was also reimbursed for certain costs incurred in providing these services, which were recorded as revenue as the expenses were incurred subject to revenue constraint due to the limitations on the amount that was reimbursable based on the terms of the respective dealer manager and advisory agreements. Refer to Note 15 –Related Party Transactions and Arrangementsfor a disaggregation of Cole Capital revenues.
The Company entered into a services agreement (the “Services Agreement”) with the Cole Purchaser, pursuant to which the Company will continue to provide certain services to the Cole Purchaser and the Cole REITs, including operational real estate support, (“Transition Services Revenues”) through March 31, 2019 (or, if later, the date of the last government filing other than a tax filing made by any of the Cole REITs with respect to its 2018 fiscal year). Under the terms of the Services Agreement, the Company will be entitled to receive reimbursement for certain of the services provided. The Company recorded Transition Services Revenues as costs associated with providing such services were incurred, which coincided with the timing in which the performance obligations of the contract had been met. During the year ended December 31, 2019 the Company incurred $2.1 million of such costs and recognized revenues of $2.4 million, including acquisition fees, and during the period from February 1, 2018 through December 31, 2018, the Company incurred $15.0 million of such costs and recognized revenues of $15.0 million, which are recorded in other income, net in the consolidated statement of operations. The Company may also earn additional fees in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year (the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments.
Litigation and non-routine costs, net
The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies.
Litigation and non-routine costs, net include the following costs and recoveries (amounts in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Litigation and non-routine costs, net: | | | | | | |
Audit Committee Investigation and related matters (1) | | $ | 70,168 |
| | $ | 59,755 |
| | $ | 49,434 |
|
Legal fees and expenses (2) | | 2 |
| | 530 |
| | 421 |
|
Litigation settlements (3) | | 820,208 |
| | 233,246 |
| | — |
|
Merger related transfer taxes(4) | | — |
| | — |
| | (1,595 | ) |
| Total costs | | 890,378 |
|
| 293,531 |
|
| 48,260 |
|
Insurance recoveries (5) | | (48,420 | ) | | (2,568 | ) | | (300 | ) |
Other recoveries (6) | | (26,536 | ) | | — |
| | — |
|
| Total | | $ | 815,422 |
| | $ | 290,963 |
| | $ | 47,960 |
|
| |
| (1) | Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters, net of accrual reversals. |
| |
| (2) | Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations for the year ended December 31, 2018. |
| |
| (3) | Refer to Note 10 – Commitments and Contingencies for additional information. |
| |
| (4) | The negative balance for the year ended December 31, 2017 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. |
| |
| (5) | $2.3 million during the year ended December 31, 2018 relates to litigation resulting from prior mergers. |
| |
| (6) | Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Loss Contingencies
The Company records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable and the amount is reasonably estimable. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not known or probable, and is reasonably estimable, the estimated loss or range of loss is disclosed.
Equity-based Compensation
The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. See Note 13– Equity-based Compensation for additional information on these plans.
Restructuring
During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for the Cole Purchaser terminated in accordance with the terms of the Services Agreement and the Company recorded $10.5 million of restructuring expenses related to the reorganization of its business, of which $9.2 million related to office lease terminations and modifications and $1.8 million related to the cessation of services under the Services Agreement, including severance, net of ASC 842 operating lease adjustments of $0.5 million. NaN restructuring expenses were recorded prior to January 1, 2019 in connection with the sale.
Per Share Data
Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) less dividends on unvested restricted shares of Common Stock (“Restricted Shares”) and dividends on preferred stock by the weighted-average number of shares of Common Stock issued and outstanding during such period. Diluted income (loss) per share of Common Stock considers the effect of potentially dilutive shares of Common Stock outstanding during the period.
Income Taxes
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2011. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019. As a REIT, the General Partner is generally not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). However, the General Partner, its taxable REIT subsidiaries (“TRS”) entities, and the OP are still subject to certain state and local income, franchise and property taxes in the various jurisdictions in which they operate. The General Partner may also be subject to federal income taxes on certain income and excise taxes on its undistributed income.
The OP is classified as a partnership for U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the OP is required to include its allocable share of the OP’s income, gains, losses, deductions and credits for each taxable year. Under the LPA, the OP is to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducted substantially all of the Cole Capital business activities through a TRS until it sold the Cole Capital business on February 1, 2018.
During the year ended December 31, 2019, the Company conducted all of its business in the United States and Puerto Rico and filed income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. With few exceptions, the Company is no longer subject to routine examinations by taxing authorities for years before 2015. Certain of the Company’s intercompany transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes.
During the years ended December 31, 2019, 2018 and 2017, the Company recognized state and local income and franchise tax expense of $4.3 million, $4.7 million and $6.9 million, respectively, which are included in provision for income taxes in the accompanying consolidated statements of operations. In addition, the Company recorded a provision for federal income taxes of $0.4 million for the year ended December 31, 2018 related to a TRS entity, which is also included in provision for income taxes in the accompanying consolidated statements of operations. NaN provision for federal income taxes related to a TRS entity was recorded for the years ended December 31, 2019 or 2017. The provision for or benefit from income taxes attributable to the Cole Capital business, substantially all of which was conducted through a TRS entity, is included in discontinued operations for all periods presented, as discussed in Note 14 —Discontinued Operations.
The Company had 0 unrecognized tax benefits as of or during the years ended December 31, 2019, 2018 and 2017. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations.
As of December 31, 2019, the OP and the General Partner had no material uncertain income tax positions.
Recent Accounting Pronouncements
Financial Instruments - Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) and subsequent amendments to the initial guidance, intended to clarify and improve certain topics, under ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively Topic 326). Topic 326 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in Topic 326 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current U.S. GAAP. The effective date for Topic 326 is for fiscal years (including the interim periods therein) beginning after December 15, 2019. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect Topic 326 will have a material impact on its consolidated financial statements upon adoption during the first quarter of 2020.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 3–Real Estate Investments and Related Intangibles
Property Acquisitions
During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million (the “2019 Acquisitions”), which includes $2.3 million of external acquisition-related expenses that were capitalized. Additionally, the Company placed in service 1 build-to-suit development project in which the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were capitalized and including the land parcel acquired during the year ended December 31, 2018.
During the year ended December 31, 2018, the Company acquired a controlling interest in 52 commercial properties for an aggregate purchase price of $502.7 million (the “2018 Acquisitions”), which includes one land parcel for build-to-suit development, $2.1 million related to an outstanding tenant improvement allowance and $2.6 million of external acquisition-related expenses that were capitalized.
During the year ended December 31, 2017, the Company acquired a controlling interest in 88 commercial properties and 3 land parcels for an aggregate purchase price of $748.8 million (the “2017 Acquisitions”), which includes $3.3 million of external acquisition-related expenses that were capitalized and includes 22 properties acquired in a nonmonetary exchange discussed below.
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Real estate investments, at cost: | | | | | | |
| Land | | $ | 83,476 |
| | $ | 86,285 |
| | $ | 110,634 |
|
| Buildings, fixtures and improvements | | 268,470 |
| | 350,942 |
| | 523,445 |
|
| Total tangible assets | | 351,946 |
| | 437,227 |
| | 634,079 |
|
| Acquired intangible assets: | | | | | | |
In-place leases and other intangibles (1) | | 51,627 |
| | 62,791 |
| | 105,940 |
|
Above-market leases (2) | | — |
| | 2,750 |
| | 10,445 |
|
| Assumed intangible liabilities: | | | | | | |
Below-market leases (3) | | — |
| | (116 | ) | | (1,680 | ) |
| Total purchase price of assets acquired | | $ | 403,573 |
| | $ | 502,652 |
| | $ | 748,784 |
|
| |
| (1) | The weighted average amortization period for acquired in-place leases and other intangibles is 16.5 years, 16.3 years and 15.8 years for 2019 Acquisitions, 2018 Acquisitions and 2017 Acquisitions, respectively. |
| |
| (2) | The weighted average amortization period for acquired above-market leases is 10.8 years and 18.0 years for 2018 Acquisitions and 2017 Acquisitions, respectively. |
| |
| (3) | The weighted average amortization period for assumed intangible lease liabilities is 9.9 years and 13.8 years for 2018 Acquisitions and 2017 Acquisitions, respectively. |
Property Dispositions and Real Estate Assets Held for Sale
During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of 6 consolidated properties to 2 newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”) and 1 property sold through a foreclosure as discussed in Note 6 –Debt, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties. The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $293.9 million related to the dispositions, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
During the year ended December 31, 2018, the Company disposed of 149 properties, including 1 property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $526.4 million, of which our share was $504.3 million after the profit participation payment related to the disposition of 34 Red Lobster properties. The dispositions resulted in proceeds of $496.7 million after closing costs. The Company recorded a gain of $96.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
During the year ended December 31, 2018, the Company also disposed of 1 property owned by an unconsolidated joint venture for a gross sales price of $34.1 million, of which our share was $17.1 million based on our ownership interest in the joint venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company recorded a gain of $0.7 million related to the sale and liquidation of the joint venture, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations.
During the year ended December 31, 2017, the Company disposed of 137 properties, including 1 property owned by a consolidated joint venture, 6 properties transferred to the lender in either a deed-in-lieu of foreclosure or foreclosure sale transaction as discussed in Note 6 –Debt and 15 properties disposed of in connection with a nonmonetary exchange discussed below, for an aggregate gross sales price of $594.9 million, of which our share was $574.4 million after the profit participation payment related to the disposition of 31 Red Lobster properties and the consolidated joint venture partner’s share of the sales price. The dispositions resulted in proceeds of $445.5 million after a mortgage loan assumption of $66.0 million and closing costs. Additionally, the Company’s tax provision for the year ended December 31, 2017 included $1.7 million of Canadian tax gain on the sale of certain Canadian properties. The Company recorded a gain of $64.7 million, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
As of December 31, 2019, there were 5 properties classified as held for sale with a carrying value of $27.0 million, included in real estate assets held for sale, net, primarily comprised of land of $6.3 million and building, fixtures and improvements, net of $19.8 million, in the accompanying consolidated balance sheets, which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2018, there were 5 properties classified as held for sale. During the years ended December 31, 2019, 2018 and 2017, the Company recorded losses of $1.3 million, $1.9 million and $3.1 million respectively, related to held for sale properties.
Intangible Lease Assets and Liabilities
Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life):
|
| | | | | | | | | | |
| | | Weighted-Average Useful Life | | December 31, 2019 | | December 31, 2018 |
| Intangible lease assets: | | | | | | |
| In-place leases and other intangibles, net of accumulated amortization of $748,689 and $703,909, respectively | | 15.9 | | $ | 854,196 |
| | $ | 980,971 |
|
| Leasing commissions, net of accumulated amortization of $6,027 and $4,048, respectively | | 10.1 | | 17,808 |
| | 15,660 |
|
| Above-market lease assets and deferred lease incentives, net of accumulated amortization of $112,438 and $105,936, respectively | | 16.3 | | 165,483 |
| | 201,875 |
|
| Total intangible lease assets, net | | | | $ | 1,037,487 |
| | $ | 1,198,506 |
|
| | | | | | | |
| Intangible lease liabilities: | | | | | | |
| Below-market leases, net of accumulated amortization of $99,315 and $89,905, respectively | | 19.1 | | $ | 143,583 |
| | $ | 173,479 |
|
The aggregate amount of amortization of above‑ and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $2.5 million, $4.2 million and $5.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $127.5 million, $139.6 million and $154.2 million for the years ended December 31, 2019, 2018 and 2017, respectively.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2019 (amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 |
| In-place leases and other intangibles: | | | | | | | | | | |
| Total projected to be included in amortization expense | | $ | 116,812 |
| | $ | 108,990 |
| | $ | 95,237 |
| | $ | 84,843 |
| | $ | 74,347 |
|
| Leasing commissions: | | | | | | | | | | |
| Total projected to be included in amortization expense | | 2,361 |
| | 2,203 |
| | 2,102 |
| | 1,827 |
| | 1,612 |
|
| Above-market lease assets and deferred lease incentives: | | | | | | | | |
| Total projected to be deducted from rental revenue | | 19,301 |
| | 18,876 |
| | 18,064 |
| | 17,120 |
| | 15,749 |
|
| Below-market lease liabilities: | | | | | | | | | | |
| Total projected to be included in rental revenue | | 16,840 |
| | 15,189 |
| | 13,497 |
| | 12,774 |
| | 10,927 |
|
Nonmonetary Exchange
During the year ended December 31, 2017, the Company completed a nonmonetary exchange through the simultaneous acquisition of 22 Bob Evans properties and disposition of 15 Red Lobster properties. Pursuant to Nonmonetary Transactions, ASC (Topic 845), the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain the acquired nonmonetary asset, and a gain or loss should be recognized on the exchange. The fair value of the asset received should be used to measure the cost if the fair value of the asset received is more reliable than the fair value of the asset surrendered. The Company estimated the fair value of the Bob Evans and Red Lobster properties using valuation techniques consistent with the income approach and concluded that the fair value was $50.1 million. As the fair value of the assets received exceeded the book value of the assets surrendered, the Company recorded a gain of $7.4 million, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
Consolidated Joint Ventures
The Company had an interest in 1 consolidated joint venture that owned 1 property as of December 31, 2019 and December 31, 2018. As of each of December 31, 2019 and December 31, 2018, the consolidated joint venture had total assets of $32.5 million, of which $29.6 million and $29.9 million, respectively, were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the Company and had a balance of $14.3 million and $14.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company has the ability to control operating and financing policies of the consolidated joint venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of the joint venture partner in accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.
Unconsolidated Joint Ventures
The Company’s investment in unconsolidated joint ventures consisted of interests in the Industrial Partnership and 1 unconsolidated joint venture as of December 31, 2019 and an interest in 1 unconsolidated joint venture as of December 31, 2018.
During the year ended December 31, 2018, the Company disposed of 1 property owned by an unconsolidated joint venture as previously discussed in the “Property Dispositions and Real Estate Assets Held for Sale” section herein.
The unconsolidated joint ventures had total aggregate debt outstanding of $269.3 million as of December 31, 2019, which is non-recourse to the Company, as discussed in Note 6 –Debt. There was 0 debt outstanding related to the unconsolidated joint ventures as of December 31, 2018.
The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls, including the Company’s share of expansion project capital expenditures. The following is a summary of the Company’s investments in unconsolidated joint ventures as of December 31, 2019, December 31, 2018 and for the years ended December 31, 2019, 2018 and 2017 (dollar amounts in thousands):
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Carrying Amount of Investment (1) | | Equity in Income (2) |
| | | | | | | | Year Ended |
| Investment | | Ownership % (3) | | Number of Properties | | December 31, 2019 | | December 31, 2018 | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
| Faison JV Bethlehem GA | | 90% | | 1 | | $ | 40,416 |
| | $ | 35,289 |
| | $ | 2,364 |
| | $ | 1,219 |
| | $ | 3,068 |
|
| Industrial Partnership | | 20% | | 6 | | $ | 28,409 |
| | $ | — |
| | $ | 254 |
| | $ | — |
| | $ | — |
|
| |
| (1) | The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of December 31, 2019 and December 31, 2018. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with mergers. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. |
| |
| (2) | During the years ended December 31, 2018 and December 31, 2017, the Company recognized $0.7 million and $0.2 million, respectively, of equity in income and gain on disposition of unconsolidated entities from the unconsolidated joint venture which disposed of its property during the year ended December 31, 2018. |
| |
| (3) | The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. |
Note 4 –Rent and Tenant Receivables and Other Assets, Net
Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2019 and December 31, 2018 (in thousands):
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
Straight-line rent receivable, net (1) | | $ | 266,195 |
| | $ | 259,106 |
|
Accounts receivable, net (1) | | 41,556 |
| | 36,939 |
|
Deferred costs, net (2) | | 7,208 |
| | 17,515 |
|
| Investment in direct financing leases, net | | 9,341 |
| | 13,254 |
|
Investment in Cole REITs (3) | | 7,552 |
| | 7,844 |
|
| Prepaid expenses | | 3,453 |
| | 5,022 |
|
Leasehold improvements, property and equipment, net (4) | | 4,809 |
| | 9,754 |
|
| Other assets, net | | 8,281 |
| | 16,658 |
|
| Total | | $ | 348,395 |
|
| $ | 366,092 |
|
| |
| (1) | As of December 31, 2018, allowance for uncollectible accounts included in straight-line rent receivable, net and accounts receivable, net was $1.0 million and $5.3 million, respectively. Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectible accounts. Any recoveries for those receivables reserved prior to adoption of ASC 842 will be recorded as an adjustment to rental revenue. |
| |
| (2) | Amortization expense for deferred costs related to the revolving credit facilities totaled $2.1 million, $7.3 million and $10.4 million for the years ended December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of $1.8 million for the year ended December 31, 2019. There were no related write-offs for the years ended December 31, 2018 or 2017. Accumulated amortization for deferred costs related to the revolving credit facilities was $49.8 million and $47.6 million as of December 31, 2019 and December 31, 2018, respectively. |
| |
| (3) | On February 1, 2018, the Company completed the sale of Cole Capital (as described in Note 14 —Discontinued Operations), retaining interests in CCIT II, CCIT III and CCPT V. |
| |
| (4) | Amortization expense for leasehold improvements totaled $0.7 millionfor the year ended December 31, 2019 with no related write-offs and $1.2 millionfor each of the years ended December 31, 2018 and 2017, with no related write-offs. Accumulated amortization was $2.8 million and $5.9 million as of December 31, 2019 and December 31, 2018, respectively. Depreciation expense for property and equipment totaled $1.3 million, $2.3 million and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of less than $0.1 million, $0.8 million and $0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. Accumulated depreciation was $5.4 million and $7.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company disposed of $4.3 million, net, of leasehold improvements, property and equipment, which is included in restructuring expenses in the accompanying consolidated statements of operations for the year ended December 31, 2019. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 5 – Fair Value Measures
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. U.S. GAAP guidance defines three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent.
Items Measured at Fair Value on a Recurring Basis
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and December 31, 2018, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):
|
| | | | | | | | | | | | | | | | |
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2019 |
| Assets: |
|
|
|
|
|
|
|
|
| Derivative assets |
| $ | — |
| | $ | 250 |
| | $ | — |
|
| $ | 250 |
|
| Investment in Cole REITs | | — |
| | — |
| | 7,552 |
| | 7,552 |
|
| Total assets | | $ | — |
| | $ | 250 |
| | $ | 7,552 |
| | $ | 7,802 |
|
| Liabilities: | | | | | | | | |
| Derivative liabilities |
| $ | — |
| | $ | (28,081 | ) | | $ | — |
|
| $ | (28,081 | ) |
|
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2018 |
| Assets: | | | | | | | | |
| Derivative assets | | $ | — |
| | $ | 544 |
| | $ | — |
| | $ | 544 |
|
| Investment in Cole REITs | | — |
| | — |
| | 7,844 |
| | 7,844 |
|
| Total assets | | $ | — |
| | $ | 544 |
| | $ | 7,844 |
| | $ | 8,388 |
|
Derivative Assets and Liabilities –The Company’s derivative financial instruments relate to interest rate swaps. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2019 and December 31, 2018, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Investment in Cole REITs –The fair values of CCIT II, CCIT III and CCPT V were estimated using the net asset value per share. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Cole REIT.
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2019 (in thousands):
|
| | | | |
| | | Investment in Cole REITs |
| Beginning balance, January 1, 2019 | | $ | 7,844 |
|
| Unrealized loss included in other income, net | | (292 | ) |
| Ending Balance, December 31, 2019 | | $ | 7,552 |
|
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2018 (in thousands):
|
| | | | | | | | |
| | | Commercial Mortgage-Backed Securities | | Investment in Cole REITs |
| Beginning balance, January 1, 2018 | | $ | 40,974 |
| | $ | 3,264 |
|
| Total gains and losses | | | | |
| Unrealized loss included in other comprehensive income, net | | (205 | ) | | — |
|
| Realized loss included in other income, net | | (34 | ) | | — |
|
| Unrealized gain included in other income, net | | — |
| | 5,102 |
|
| Purchases, issuance, settlements | | | | |
| Return of principal received | | (4,864 | ) | | — |
|
| Amortization included in net income, net | | 157 |
| | — |
|
| Sale of investments | | (36,028 | ) | | (522 | ) |
| Ending Balance, December 31, 2018 | | $ | — |
| | $ | 7,844 |
|
Mortgage Notes PayableConvertible Debt
The Company’s mortgage notes payable consisted of the following as of December 31, 2017 (dollar amounts in thousands):
|
| | | | | | | | | | | | | | | | |
| | | Encumbered Properties | | Gross Carrying Value of Collateralized Properties (1) | | Outstanding Balance | | Weighted-Average Interest Rate (6) | | Weighted-Average Years to Maturity (5) |
Fixed-rate debt (3) | | 471 |
| | $ | 4,119,850 |
| | $ | 2,056,097 |
| | 4.92 | % | | 4.1 |
| Variable-rate debt | | 1 |
| | 32,886 |
| | 14,941 |
| | 4.75 | % | (2) | 0.6 |
Total (4) | | 472 |
| | $ | 4,152,736 |
| | $ | 2,071,038 |
| | 4.92 | % | | 4.1 |
| |
(1) | Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. |
| |
(2) | Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2017. |
| |
(3) | Includes $78.9 million of variable-rate debt fixed by way of interest rate swap arrangements. |
| |
(4) | The table above does not include the loan amount associated with an Unconsolidated Joint Venture of $20.4 million, none of which is recourse to the Company. The loan has a secured fixed rate of 5.20% and a maturity of July 2021. |
| |
(5) | Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. |
| |
(6) | Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate shall increase as specified in the respective loan agreement until the extended maturity date. |
The Company’s mortgage loan agreements generally restrict corporate guaranteesSummary and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At December 31, 2017, except for the loan in default described below, the Company believes it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends.
During the years ended December 31, 2017 and 2016, the Company repaid mortgage notes payable resulting in a gain on extinguishment of debt of $0.3 million in each year, due to the write-off of unamortized premiums, net of deferred financing costs and prepayment penalties, which are included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations.
As of December 31, 2017, the Company had $16.2 million related to one outstanding mortgage note payable in default. The Company is engaged with the servicer to determine a method of settlement.
On August 31, 2017, the Company entered into a deed-in-lieu of foreclosure agreement with the lender of a mortgage loan secured by one property, with an outstanding balance of $41.6 million on the date of agreement and conveyed its interest in the property to satisfy the mortgage loan. As a result of the deed-in-lieu of foreclosure transaction, the Company recognized a gain on forgiveness of debt of $6.7 million, which is included in gain (loss) on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations.
On August 29, 2017, the Company completed the foreclosure sale of one property secured by a mortgage loan and was relieved of all obligations on the non-recourse loan. On the date of the foreclosure sale, the mortgage loan had an outstanding balance of $20.5 million. The Company recognized a gain on forgiveness of debt of $4.8 million, which is included in gain (loss) on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations as a result of the transaction.
On June 27, 2017, the Company entered into a deed-in-lieu of foreclosure agreement with the lender of a mortgage loan, secured by four properties, with an outstanding balance of $38.3 million and conveyed all interests in the properties to satisfy the mortgage loan. As a result of the deed-in-lieu of foreclosure transaction, the Company recognized a gain on forgiveness of debt of $9.0 million, which is included in gain (loss) on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations.
On December 30, 2016, the Company received a notice of default from the lender of a non-recourse loan secured by 16 properties, which had an outstanding balance of $11.6 million on the notice date, due to the Company's intentional non-repayment of the loan balance at maturity. During the year ended December 31, 2017, the Company cured the default by fully repaying the outstanding loan balance.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to December 31, 2017 (in thousands): |
| | | | |
| | | Total |
2018 (1) | | $ | 98,450 |
|
| 2019 | | 222,789 |
|
| 2020 | | 265,186 |
|
| 2021 | | 352,770 |
|
| 2022 | | 314,839 |
|
| Thereafter | | 817,004 |
|
| Total | | $ | 2,071,038 |
|
| |
(1) | Includes $16.2 million, excluding accrued interest, related to one mortgage note payable in default. |
Other DebtObligations
During the year ended December 31, 2017,2019, the Company repaid the remaining outstanding principal balancerepurchased $80.7 million of the secured term loan from KBC Bank, N.V. ( the “KBC Loan”).
Corporate Bonds
2020 Convertible Notes and paid accrued and unpaid interest thereon. As of December 31, 2017, the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands):
|
| | | | | | | | | |
| | | Outstanding Balance December 31, 2017 | | Interest Rate | | Maturity Date |
| 2019 Senior Notes | | $ | 750,000 |
| | 3.000 | % | | February 6, 2019 |
| 2021 Senior Notes | | 400,000 |
| | 4.125 | % | | June 1, 2021 |
| 2024 Senior Notes | | 500,000 |
| | 4.600 | % | | February 6, 2024 |
| 2026 Senior Notes | | 600,000 |
| | 4.875 | % | | June 1, 2026 |
| 2027 Senior Notes | | 600,000 |
| | 3.950 | % | | August 15, 2027 |
| Total balance and weighted-average interest rate | | $ | 2,850,000 |
| | 4.033 | % | | |
On August 11, 2017,2019, the Company closed a senior note offering, consisting of $600.0had $321.8 million aggregate principal amount of the Operating Partnership’s 3.950% Senior Notes due 2027 (the “2027 Senior Notes”) (the offering of the 2027 Senior Notes, the “2017 Bond Offering”).
On June 2, 2016, the Company closed its senior note offering, consisting of (i) $400.0 million aggregate principal amount of 4.125% Senior Notes due June 1, 2021 (the “2021 Senior Notes”) and (ii) $600.0 million aggregate principal amount of 4.875% Senior Notes due June 1, 2026 (the “2026 Senior Notes”) (the offering of the 2021 Senior Notes, collectively with the 2026 Senior Notes.
On July 5, 2016, the Company redeemed $1.3 billion aggregate principal amount of 2.000% senior notes due 2017 (the “2017 Senior Notes”), plus accrued and unpaid interest thereon and the required make-whole premium. Upon consummation of these transactions, the Company had no 2017 Senior2020 Convertible Notes outstanding. The Company recorded a loss relatedOP has issued corresponding identical convertible notes to the early extinguishment of $13.2 million which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations.
The Senior Notes are guaranteed by the General Partner. The OP may redeem all or a part of any seriesThere were no changes to the terms of the Senior2020 Convertible Notes at any time, at its option, forduring the redemption prices set forth in the indenture governing the Senior Notes. If the redemption date is 30 or fewer days prior to the maturity date with respect to theyear ended December 31, 2019 Senior Notes and the 2021 Senior Notes or is 90 or fewer days prior to the maturity date with respect to the 2024 Senior Notes, the 2026 Senior Notes and the 2027 Senior Notes, the redemption price will equal 100% of the principal amount of the Senior Notes of the applicable series to be redeemed, plus accrued and unpaid interest on the amount being redeemed to, but excluding, the applicable redemption date. The Senior Notes are registered under the Securities Act of 1933, as amended, (the “Securities Act”) and are freely transferable.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The indenture governing our Senior Notes requires us to maintain financial ratios which include maintaining (i) a maximum limitation on incurrence of total debt less than or equal to 65% of Total Assets (as defined in the indenture), (ii) maximum limitation on incurrence of secured debt less than or equal to 40% of Total Assets (as defined in the indenture), (iii) a minimum debt service coverage ratio of at least 1.5x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount of all of the outstanding Unsecured Debt (as defined in the indenture). The Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the Senior2020 Convertible Notes as of December 31, 2017.2019.
Convertible Debt
The following table presentsSummary and Obligations
During the Company’s $597.5year ended December 31, 2019, the Company repurchased $80.7 million of the 2020 Convertible Notes and paid accrued and unpaid interest thereon. As of December 31, 2019, the Company had $321.8 million aggregate principal amount of convertible senior notes due 2018 (the “2018 Convertible Notes”) and $402.5 million aggregate principal amount of convertible senior notes duethe 2020 (the “2020 Convertible Notes” and, together with the 2018 Convertible Notes the “Convertible Notes”) with their respective terms (dollar amounts in thousands).outstanding. The OP has issued corresponding identical convertible notes to the General Partner.
|
| | | | | | | | | | | | |
| | | Outstanding Balance (1) | | Interest Rate |
| | Conversion Rate (2) | | Maturity Date |
| 2018 Convertible Notes | | $ | 597,500 |
| | 3.00 | % | | 60.5997 |
| | August 1, 2018 |
| 2020 Convertible Notes | | 402,500 |
| | 3.75 | % | | 66.7249 |
| | December 15, 2020 |
| Total balance and weighted-average interest rate | | $ | 1,000,000 |
| | 3.30 | % | | | | |
| |
(1) | Excludes the carrying value of the conversion options recorded within additional paid-in capital of $28.6 million and the unamortized discount of $7.8 million as of December 31, 2017. The discount will be amortized over the remaining weighted average term of 1.5 years. |
| |
(2) | Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount of Convertible Notes converted as of December 31, 2017, as adjusted in accordance with the applicable indentures as a result of cash dividend payments. |
The 2018 Convertible Notes may be converted into cash, shares of the Company’s common stock or a combination thereof in limited circumstances prior to February 1, 2018 and may be converted into such consideration at any time on or after February 1, 2018. The 2020 Convertible Notes may be converted into cash, shares of the Company’s common stock or a combination thereof, in limited circumstances prior to June 15, 2020, and may be converted into such consideration at any time on or after June 15, 2020. There were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of December 31, 2017.2019.
Credit Facility
The General Partner, as guarantor,Mortgage Notes Payable
Summary and the OP, as borrower, are parties to an unsecured credit facility (the “Credit Facility”) pursuant to a credit agreement, dated as of June 30, 2014, as amended, with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and other lenders party thereto (the “Credit Agreement”).Obligations
As of December 31, 2017,2019, the Credit FacilityCompany had an outstanding balancenon-recourse mortgage indebtedness of $185.0$1.5 billion, which was collateralized by 355 properties, reflecting a decrease from December 31, 2018 of $388.1 million during the year ended December 31, 2019, primarily related to prepayments of mortgage notes payable. Our mortgage indebtedness bore interest at the weighted-average rate of 5.05% per annum and allowed for maximum borrowingshad a weighted-average maturity of $2.3 billion under its revolving credit facility, subject to borrowing availability. The maximum aggregate dollar amount of letters of credit that2.8 years. We may be outstanding at any one time under the Credit Facility is $25.0 million. The Operating Partnership used a portion of the proceeds from the 2017 Bond Offering discussed above to repay all of the outstanding borrowings, swap termination costs and accrued and unpaid interest, under the Credit Facility’s $0.5 billion term loan facility (the "Credit Facility Term Loan”) on August 11, 2017, resulting in the write-off of unamortized deferredfuture incur additional mortgage debt on the properties we currently own or use long-term non-recourse financing costs of $2.0 million, which is included in gain (loss) on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations.to acquire additional properties.
The revolving credit facility generally bears interest at an annual rate of LIBOR plus 1.00% to 1.80% or Base Rate plus 0.00% to 0.80% (based upon the General Partner’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR, determined on a daily basis. The Credit Facility Term Loan generally bears interest at an annual rate of LIBOR plus 1.15% to 2.05%, or Base Rate plus 0.15% to 1.05% (based upon the General Partner’s then current credit rating). In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates.
The Credit Agreement provides for monthly interest payments under the Credit Facility. In the event of default, at the election of a majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility will mature, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The Credit Facility terminates on June 30, 2018, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for a one-year extension option, exercisableour loan obligations vary. In general, only interest amounts are payable monthly with all unpaid principal and interest due at the Company’s electionmaturity. Some of our loan agreements require that we comply with specific reporting and financial covenants mainly related to debt coverage ratios and loan-to-value ratios. Each loan that has these requirements has specific ratio thresholds that must be met.
Restrictions on Loan Covenants
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
subject to certain customary conditions, as well as certain customary “amend and extend” provisions. At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a fee equal to 0.15% to 0.25% per annum (based upon the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the revolving credit facility. In addition, the OP incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees.
The Credit Facility requires restrictions onOur mortgage loan obligations generally restrict corporate guarantees as well asand require the maintenance of financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) and, as well as the maintenance of a minimum net worth. The key financial covenantsmortgage loan agreements contain no dividend restrictions except in the Credit Facility, as defined and calculated perevent of default or when a distribution would drive liquidity below the terms of the Credit Agreement, include maintaining (i) a maximum leverage ratio less than or equal to 60%, (ii) a minimum fixed charge coverage ratio of at least 1.5x, (iii) a secured leverage ratio less than or equal to 45%, (iv) a total unencumbered asset value ratio less than or equal to 60%, (v) a minimum tangible net worth covenant of at least $5.5 billion, (vi) a minimum unencumbered interest coverage ratio of at least 1.75x and (vii) a minimum unencumbered asset value of at least $8.0 billion (up to 30% of which may be comprised of restaurant properties from December 31, 2016 on).applicable thresholds. The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facilitymortgage loan agreements and had no restrictions on the payment of dividends as of December 31, 2017.2019.
As discussed in Note 116 –Debt and Note 7 –Derivatives and Hedging Activities, during the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt.
Dividends
On November 5, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend of $0.55 per share) for the fourth quarter of 2019 to stockholders of record as of December 31, 2019, which was paid on January 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit.
Our Series F Preferred Stock, as discussed in Note 12 – Equity to our consolidated financial statements, will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis).
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | More than 5 years |
| Principal payments - mortgage notes | | $ | 1,529,057 |
| | $ | 188,385 |
| | $ | 588,466 |
| | $ | 745,238 |
| | $ | 6,968 |
|
Interest payments - mortgage notes (1) | | 210,667 |
| | 74,251 |
| | 102,135 |
| | 33,154 |
| | 1,127 |
|
| Principal payments - Credit Facility | | 1,050,000 |
| | — |
| | 150,000 |
| | 900,000 |
| | — |
|
Interest payments - Credit Facility (1) (2) | | 119,683 |
| | 38,281 |
| | 72,246 |
| | 9,156 |
| | — |
|
| Principal payments - corporate bonds | | 2,850,000 |
| | — |
| | — |
| | 500,000 |
| | 2,350,000 |
|
| Interest payments - corporate bonds | | 796,198 |
| | 119,988 |
| | 239,976 |
| | 219,212 |
| | 217,022 |
|
| Principal payments - convertible debt | | 321,802 |
| | 321,802 |
| | — |
| | — |
| | — |
|
| Interest payments - convertible debt | | 11,531 |
| | 11,531 |
| | — |
| | — |
| | — |
|
| Operating and ground lease commitments | | 334,977 |
| | 22,287 |
| | 44,406 |
| | 42,827 |
| | 225,457 |
|
Other commitments (3) | | 4,345 |
| | 4,345 |
| | — |
| | — |
| | — |
|
| Total | | $ | 7,228,260 |
| | $ | 780,870 |
| | $ | 1,197,229 |
| | $ | 2,449,587 |
| | $ | 2,800,574 |
|
| |
| (1) | Interest payments due in future periods on the $164.4 million of variable rate debt were calculated using a forward LIBOR curve. |
| |
| (2) | As of December 31, 2019, we had $900.0 million of variable rate debt on the Credit Facility Term Loan effectively fixed through the use of interest rate swap agreements. We used the interest rates effectively fixed under our swap agreements to calculate the debt payment obligations in future periods. |
| |
| (3) | Includes the Company’s share of capital expenditures related to an expansion project of the property held within an unconsolidated joint venture and letters of credit outstanding. Subsequent to December 31, 2019, all letters of credit outstanding were terminated. |
Cash Flow Analysis for the year ended December 31, 2019
Operating Activities –During the year ended December 31, 2019, net cash used in operating activities increased $601.5 million to $107.6 million from $493.9 million net cash provided by operating activities during the same period in 2018. The increase was primarily due to a $524.5 million increase in litigation and non-routine costs, net, including litigation settlements, paid during the year ended December 31, 2019.
Investing Activities –Net cash provided by investing activities for the year ended December 31, 2019 increased $462.1 million to $613.2 million from $151.1 million during the same period in 2018. The increase was primarily related to an increase in cash proceeds from dispositions of real estate and joint ventures of $565.2 million and a decrease in investments in real estate assets of $106.0 million, offset by a decrease in net proceeds from disposition of discontinued operations of $122.9 million, a decrease in proceeds from the sale of CMBS and mortgage notes receivables of $37.1 million and an increase in payments for capital expenditures and leasing costs and real estate developments of $34.6 million.
Financing Activities –Net cash used in financing activities of $525.4 million decreased $130.0 million during the year ended December 31, 2019 from $655.4 million during the same period in 2018. The decrease was primarily related to $1.0 billion of proceeds received from the issuance of Common Stock in 2019, offset by the redemption of $300.1 million of Series F Preferred Stock in 2019, an increase in payments on mortgage notes payable and other debt, including debt extinguishment costs of $236.2 million, and a decrease of $170.0 million in net proceeds related to the credit facilities, corporate bonds and convertible notes. In addition, during the year ended December 31, 2019, $192.0 million of payments were made related to the surrender of Limited Partner OP Units, with no comparable activity during the same period in 2018.
Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for the cash flow analysis for the years ended December 31, 2018 and 2017.
Election as a REIT
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. As a REIT, except as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019.
The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the Operating Partnership is required to take into account its allocable share of the Operating Partnership’s income, gains, losses, deductions and credits for each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property. Under the LPA, the Operating Partnership is required to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The Company conducted substantially all of the Cole Capital business activities through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Puerto Rico and, as a result, it files income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related Party Transactions and Agreements
Through the closing of the Cole Capital sale, we were contractually responsible for managing the Cole REITs’ affairs on a day-to-day basis. For further explanation of the various related party transactions, agreements and fees see Note 15 –Related Party Transactions and Arrangements to our consolidated financial statements in this report.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars, treasury locks, options and forwards in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
Interest Rate Risk
As of December 31, 2019, our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use of derivative instruments, with a fair value and carrying value of $5.8 billion and $5.6 billion, respectively. Changes in market interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed rate debt of $217.6 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt of $236.0 million.
As of December 31, 2019, our debt included variable-rate debt with a fair value and carrying value of $164.5 million and $164.4 million, respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $1.6 million annually. See Note 6 –Debt to our consolidated financial statements.
As of December 31, 2019, our interest rate swaps had a fair value that resulted in net liabilities of $27.8 million. See Note 7 –Derivatives and Hedging Activities to our consolidated financial statements for further discussion.
As the information presented above includes only those exposures that existed as of December 31, 2019, it does not consider exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.
In July 2017, the FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on our variable rate debt as discussed in Note 6 –Debt and the swap rate for our interest rate swaps, as discussed in Note 7 –Derivatives and Hedging Activities. See Item 1A. Risk Factors for further discussion on risks related to changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates.
Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.
Item 8. Financial Statements and Supplementary Data.
The information required by Item 8 is hereby incorporated by reference to our consolidated financial statements beginning on page F-1 of this document.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
I. Discussion of Controls and Procedures of the General Partner
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to the General Partner.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
II. Discussion of Controls and Procedures of the Operating Partnership
In the information incorporated by reference into this Part II of Item 9A, the term “Company” refers to the Operating Partnership, except as the context otherwise requires.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2019, of the Company and our report dated February 25, 2020, expressed an unqualified opinion on those financial statements.
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 Annual 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/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
Item 9B. Other Information.
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management Objectiveand Related Stockholder Matters.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
The Financial Statements are included herein at pages F-1 through F-59.
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts is included herein on page F-60.
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-61 through F-178.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-179.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (and are numbered in accordance with Item 601 of Using DerivativesRegulation S-K):
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| | |
| Exhibit No. | | Description |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 3.4 | | |
| 3.5 | | |
| 3.6 | | |
| 3.7 | | |
| 3.8 | | |
| 3.9 | | |
| 3.10 | | |
| 3.11 | | |
| 3.12 | | |
| 3.13 | | |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
|
| | |
| Exhibit No. | | Description |
| 4.4 | | |
| 4.6 | | |
| 4.7 | | |
| 4.8 | | Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014). |
| 4.9 | | |
| 4.10 | | |
| 4.11 | | |
| 4.13 | | |
| 4.14 | | |
| 4.15 | | |
| 4.16 | | |
| 4.17 | | |
| 4.18 | | |
| 4.19 | | |
| 4.20* | | |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 10.4† | | |
| 10.5† | | |
| 10.6† | | |
| 10.7† | | |
| 10.8† | | |
| 10.9† | | |
|
| | |
| Exhibit No. | | Description |
| 10.10† | | |
| 10.11† | | |
| 10.12† | | |
| 10.13† | | |
| 10.14† | | |
| 10.15† | | |
| 10.16† | | |
| 10.17† | | |
| 10.18† | | |
| 10.19† | | |
| 10.20† | | |
| 10.21† | | |
| 10.22† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.23† | | |
| 10.24† | | |
| 10.25† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.26† | | |
| 10.27† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.28† | | |
| 10.29† | | Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). |
| 10.30 | | |
|
| | |
| Exhibit No. | | Description |
| 10.31 | | |
| 21.1* | | |
| 23.1* | | |
| 23.2* | | |
| 31.1* | | |
| 31.2* | | |
| 31.3* | | |
| 31.4* | | |
| 32.1** | | |
| 32.2** | | |
| 32.3** | | |
| 32.4** | | |
| 101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). |
_____________________________
| |
| ** | 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. |
† Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | |
| VEREIT, INC. |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
| | |
| VEREIT OPERATING PARTNERSHIP, L.P. |
| By: VEREIT, Inc., its sole general partner |
| By: | /s/ Michael J. Bartolotta |
| Michael J. Bartolotta |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Dated: February 25, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.
|
| | | | |
| Name | | Capacity * | | Date |
| | | | |
| /s/ Glenn J. Rufrano | | Chief Executive Officer | | February 25, 2020 |
| Glenn J. Rufrano | | (Principal Executive Officer and Director) | | |
| | | | |
| /s/ Michael J. Bartolotta | | Executive Vice President and Chief Financial Officer | | February 25, 2020 |
| Michael J. Bartolotta | | (Principal Financial Officer) | | |
| | | | |
| /s/ Gavin B. Brandon | | Senior Vice President and Chief Accounting Officer | | February 25, 2020 |
| Gavin B. Brandon | | (Principal Accounting Officer) | | |
| | | | |
| /s/ Hugh R. Frater | | Director, Non-Executive Chairman | | February 25, 2020 |
| Hugh R. Frater | | | | |
| | | | |
| /s/ David B. Henry | | Director | | February 25, 2020 |
| David B. Henry | | | | |
| | | | |
| /s/ Mary Hogan Preusse | | Director | | February 25, 2020 |
| Mary Hogan Preusse | | | | |
| | | | |
| /s/ Richard J. Lieb | | Director | | February 25, 2020 |
| Richard J. Lieb | | | | |
| | | | |
| /s/ Mark S. Ordan | | Director | | February 25, 2020 |
| Mark S. Ordan | | | | |
| | | | |
| /s/ Eugene A. Pinover | | Director | | February 25, 2020 |
| Eugene A. Pinover | | | | |
| | | | |
| /s/ Julie G. Richardson | | Director | | February 25, 2020 |
| Julie G. Richardson | | | | |
|
| |
| * | Each person is signing in his or her capacity as an officer and/or director of VEREIT, Inc., which is the sole general partner of VEREIT Operating Partnership, L.P. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 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 accounting principles generally accepted in the United States of America.
We have also 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2020 expressed an unqualified opinion on the Company’s internal control over financial reporting.
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 Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Investments - Impairments- Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
The Company performs quarterly impairment review procedures, primarily through monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. The Company assesses the recoverability of real estate assets by determining whether the carrying value of the assets will be recovered from the undiscounted future cash flows expected from the use of the assets and their eventual disposition. Estimating future undiscounted cash flows requires management to make significant estimates and assumptions, including estimating the expected holding period of the assets when assessing recoverability.
In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the carrying value of real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. During 2019, the Company recorded $47.1 million of impairment charges.
We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions required to evaluate the recoverability of real estate assets, including the estimated holding period of the assets when assessing recoverability. Auditing the assumptions used by the Company in estimating future undiscounted cash flows required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the Company’s recoverability analysis.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to test the assumptions used by management to estimate forecasted cash flows, including management’s expected holding period of such real estate assets, consisted of the following, among others:
We tested the effectiveness of internal controls over the inputs of the forecasted cash flows used in the recoverability analysis.
With the assistance of our fair value specialists, we evaluated the undiscounted future cash flows analysis, including estimates of future occupancy levels, market rental revenue, and capitalization rates, in addition to the assessment of expected remaining holding period and changes in management’s intent with respect to the expected holding period for each real estate asset with possible impairment indicators by:
| |
| 1. | Making inquiries of accounting and operations management. |
| |
| 2. | Comparing the source data and management’s assumptions to the Company’s historical results and external market sources. |
| |
| 3. | Testing the mathematical accuracy of the undiscounted future cash flows analysis. |
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Company’s auditor since 2015.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the partners of VEREIT Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P and subsidiaries (the "Operating Partnership") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of 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 accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership 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. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Operating Partnership’s auditor since 2015.
VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
| | 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
| | 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
| |
|
|
| Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 and 42,834,138 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 309 |
| | 428 |
|
| Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,076,845,984 and 967,515,165 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 10,768 |
| | 9,675 |
|
| Additional paid-in capital | | 13,251,962 |
| | 12,615,472 |
|
| Accumulated other comprehensive loss | | (27,670 | ) | | (1,280 | ) |
| Accumulated deficit | | (6,399,626 | ) | | (5,467,236 | ) |
| Total stockholders’ equity | | 6,835,743 |
| | 7,157,059 |
|
| Non-controlling interests | | 7,535 |
| | 143,085 |
|
| Total equity | | 6,843,278 |
| | 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
|
| 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net |
| 11,752 |
|
| (164,237 | ) |
| (197,876 | ) |
| (Loss) income before taxes |
| (302,844 | ) |
| (86,624 | ) |
| 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) |
| (91,725 | ) |
| 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) | | (88,030 | ) | | 32,378 |
|
Net loss (income) attributable to non-controlling interests (1) | | 6,753 |
| | 2,256 |
| | (560 | ) |
| Net (loss) income attributable to the General Partner | | $ | (300,353 | ) |
| $ | (85,774 | ) |
| $ | 31,818 |
|
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per share attributable to common stockholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss (income) attributable to limited partners and a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income | | (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income | | (334,543 | ) | | (85,685 | ) | | 31,339 |
|
Comprehensive loss (income) attributable to non-controlling interests(1) | | 7,800 |
| | 2,200 |
| | (534 | ) |
| Total comprehensive (loss) income attributable to the General Partner | | $ | (326,743 | ) | | $ | (83,485 | ) | | $ | 30,805 |
|
| |
| (1) | Represents comprehensive loss (income) attributable to limited partners and a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,146,650 |
| | $ | 9,741 |
| | $ | 12,640,171 |
| | $ | (2,556 | ) | | $ | (4,200,423 | ) | | $ | 8,447,361 |
| | $ | 172,172 |
| | $ | 8,619,533 |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (68,759 | ) | | (1 | ) | | (517 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (268,550 | ) | | (2 | ) | | (2,146 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 399,242 |
| | 4 |
| | 16,750 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | (535,657 | ) | | — |
| | (535,657 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,227 | ) | | (13,227 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | (571 | ) | | — |
| | (571 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Disposition of joint venture | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | 31,818 |
| | 560 |
| | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (1,013 | ) | | (26 | ) | | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
| | $ | 428 |
| | 974,208,583 |
| | $ | 9,742 |
| | $ | 12,654,258 |
| | $ | (3,569 | ) | | $ | (4,776,581 | ) | | $ | 7,884,278 |
| | $ | 158,598 |
| | $ | 8,042,876 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 32,439 |
| | — |
| | 241 |
| | — |
| | — |
| | 241 |
| | (241 | ) | | — |
|
| Repurchases of Common Stock under share repurchase programs | | — |
| | — |
| | (7,206,876 | ) | | (72 | ) | | (50,082 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (324,502 | ) | | (2 | ) | | (2,324 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 805,521 |
| | 7 |
| | 13,307 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | (532,144 | ) | | — |
| | (532,144 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (13,048 | ) | | (13,048 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 72 |
| | — |
| | (989 | ) | | (917 | ) | | — |
| | (917 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (71,748 | ) | | (71,748 | ) | | (144 | ) | | (71,892 | ) |
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | (85,774 | ) | | (2,256 | ) | | (88,030 | ) |
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 2,289 |
| | 56 |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
| | $ | 428 |
| | 967,515,165 |
| | $ | 9,675 |
| | $ | 12,615,472 |
| | $ | (1,280 | ) | | $ | (5,467,236 | ) | | $ | 7,157,059 |
| | $ | 143,085 |
| | $ | 7,300,144 |
|
| Issuance of Common Stock, net | | — |
| | — |
| | 108,410,070 |
| | 1,084 |
| | 1,013,131 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of OP Units to Common Stock | | — |
| | — |
| | 130,291 |
| | 1 |
| | 1,166 |
| | — |
| | — |
| | 1,167 |
| | (1,167 | ) | | — |
|
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Stock | | Common Stock | | | | | | | | | | | | |
| | Number
of Shares | | Par
Value | | Number
of Shares | | Par
Value | | Additional Paid-In Capital | | Accumulated Other Comprehensive Loss | | Accumulated
Deficit | | Total Stock-holders’ Equity | | Non-Controlling Interests | | Total Equity |
| Conversion of Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | $ | 1 |
| | — |
| | $ | — |
| | $ | 922 |
| | $ | — |
| | $ | — |
| | $ | 923 |
| | $ | (923 | ) | | $ | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (120 | ) | | — |
| | — |
| | (300,002 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of Common Stock to settle tax obligation | | — |
| | — |
| | (200,331 | ) | | (2 | ) | | (1,616 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
| Equity-based compensation, net | | — |
| | — |
| | 990,789 |
| | 10 |
| | 13,091 |
| | — |
| | — |
| | 13,101 |
| | — |
| | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
Distributions declared on Common Stock —
$0.55 per common share | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | (562,195 | ) | | — |
| | (562,195 | ) |
| Distributions to non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9,494 | ) | | (9,494 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | 117 |
| | — |
| | (1,445 | ) | | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to preferred shareholders and unitholders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (68,397 | ) | | (68,397 | ) | | (91 | ) | | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | — |
| | — |
| | (91,920 | ) | | (126,590 | ) | | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of equity | | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | — |
| | 2,071 |
| | (2,071 | ) | | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | (300,353 | ) | | (6,753 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (26,390 | ) | | (1,047 | ) | | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
|
| $ | 309 |
|
| 1,076,845,984 |
|
| $ | 10,768 |
|
| $ | 13,251,962 |
|
| $ | (27,670 | ) |
| $ | (6,399,626 | ) |
| $ | 6,835,743 |
|
| $ | 7,535 |
|
| $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | |
| | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity-based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities and gain on joint venture | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) | | 493,914 |
|
| 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
|
| (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) | | (655,406 | ) |
| (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
|
| $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | | |
| Real estate investments, at cost: | | | | |
| Land | | $ | 2,738,679 |
| | $ | 2,843,212 |
|
| Buildings, fixtures and improvements | | 10,200,550 |
| | 10,749,228 |
|
| Intangible lease assets | | 1,904,641 |
| | 2,012,399 |
|
| Total real estate investments, at cost | | 14,843,870 |
|
| 15,604,839 |
|
| Less: accumulated depreciation and amortization | | 3,594,247 |
| | 3,436,772 |
|
| Total real estate investments, net | | 11,249,623 |
|
| 12,168,067 |
|
| Operating lease right-of-use assets | | 215,227 |
| | — |
|
| Investment in unconsolidated entities | | 68,825 |
| | 35,289 |
|
| Cash and cash equivalents | | 12,921 |
| | 30,758 |
|
| Restricted cash | | 20,959 |
| | 22,905 |
|
| Rent and tenant receivables and other assets, net | | 348,395 |
| | 366,092 |
|
| Goodwill | | 1,337,773 |
| | 1,337,773 |
|
| Real estate assets held for sale, net | | 26,957 |
| | 2,609 |
|
| Total assets | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
| | | | | |
| LIABILITIES AND EQUITY | | | | |
|
| Mortgage notes payable, net | | $ | 1,528,134 |
| | $ | 1,922,657 |
|
| Corporate bonds, net | | 2,813,739 |
| | 3,368,609 |
|
| Convertible debt, net | | 318,183 |
| | 394,883 |
|
| Credit facility, net | | 1,045,669 |
| | 401,773 |
|
| Below-market lease liabilities, net | | 143,583 |
| | 173,479 |
|
| Accounts payable and accrued expenses | | 126,320 |
| | 145,611 |
|
| Deferred rent and other liabilities | | 90,349 |
| | 69,714 |
|
| Distributions payable | | 150,364 |
| | 186,623 |
|
| Operating lease liabilities | | 221,061 |
| | — |
|
| Total liabilities | | 6,437,402 |
|
| 6,663,349 |
|
| Commitments and contingencies (Note 10) | |
|
| |
|
|
| General Partner's preferred equity, 30,871,246 and 42,834,138 General Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 460,504 |
| | 710,325 |
|
| General Partner's common equity, 1,076,845,984 and 967,515,165 General Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 6,375,239 |
| | 6,446,734 |
|
| Limited Partner's preferred equity, 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 1,869 |
| | 2,883 |
|
| Limited Partner's common equity, 786,719 and 23,715,908 Limited Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | | 4,433 |
| | 138,931 |
|
| Total partners’ equity | | 6,842,045 |
|
| 7,298,873 |
|
| Non-controlling interests | | 1,233 |
| | 1,271 |
|
| Total equity | | 6,843,278 |
|
| 7,300,144 |
|
| Total liabilities and equity | | $ | 13,280,680 |
|
| $ | 13,963,493 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Rental revenue | | $ | 1,237,234 |
| | $ | 1,257,867 |
| | $ | 1,252,285 |
|
| Operating expenses: | | | | | | |
| Acquisition-related | | 4,337 |
| | 3,632 |
| | 3,402 |
|
| Litigation and non-routine costs, net | | 815,422 |
| | 290,963 |
| | 47,960 |
|
| Property operating | | 129,769 |
| | 126,461 |
| | 128,717 |
|
| General and administrative | | 62,711 |
| | 63,933 |
| | 58,603 |
|
| Depreciation and amortization | | 481,995 |
| | 640,618 |
| | 706,802 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Restructuring | | 10,505 |
| | — |
| | — |
|
| Total operating expenses | | 1,551,830 |
|
| 1,180,254 |
| | 996,032 |
|
| Other (expenses) income: | | | | | | |
| Interest expense | | (278,574 | ) | | (280,887 | ) | | (289,766 | ) |
| (Loss) gain on extinguishment and forgiveness of debt, net | | (17,910 | ) | | 5,360 |
| | 18,373 |
|
| Other income, net | | 12,971 |
| | 15,090 |
| | 9,218 |
|
| Equity in income and gain on disposition of unconsolidated entities | | 2,618 |
| | 1,869 |
| | 2,763 |
|
| Gain on disposition of real estate and real estate assets held for sale, net | | 292,647 |
| | 94,331 |
| | 61,536 |
|
| Total other income (expenses), net | | 11,752 |
|
| (164,237 | ) | | (197,876 | ) |
| (Loss) income before taxes | | (302,844 | ) |
| (86,624 | ) | | 58,377 |
|
| Provision for income taxes | | (4,262 | ) | | (5,101 | ) | | (6,882 | ) |
| (Loss) income from continuing operations | | (307,106 | ) | | (91,725 | ) | | 51,495 |
|
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net (loss) income | | (307,106 | ) |
| (88,030 | ) | | 32,378 |
|
Net loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Net (loss) income attributable to the OP | | $ | (307,004 | ) |
| $ | (87,876 | ) | | $ | 32,572 |
|
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per unit attributable to common unitholders (2) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Represents net loss attributable to a consolidated joint venture partner. |
| |
| (2) | Amounts may not total due to rounding. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Total other comprehensive (loss) income | | | | | | |
| Unrealized loss on interest rate derivatives | | (29,894 | ) | | — |
| | (18 | ) |
| Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income | | 2,457 |
| | 313 |
| | (70 | ) |
| Unrealized loss on investment securities, net | | — |
| | (205 | ) | | (951 | ) |
| Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net | | — |
| | 2,237 |
| | — |
|
| Total other comprehensive (loss) income |
| (27,437 | ) |
| 2,345 |
| | (1,039 | ) |
| | | | | | | |
| Total comprehensive (loss) income |
| (334,543 | ) |
| (85,685 | ) | | 31,339 |
|
Comprehensive loss attributable to non-controlling interests (1) | | 102 |
| | 154 |
| | 194 |
|
| Total comprehensive (loss) income attributable to the OP |
| $ | (334,441 | ) |
| $ | (85,531 | ) | | $ | 31,533 |
|
| |
| (1) | Represents comprehensive loss attributable to a consolidated joint venture partner. |
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Balance, January 1, 2017 | | 42,834,138 |
| | $ | 853,821 |
| | 86,874 |
| | $ | 3,171 |
| | 974,146,650 |
| | $ | 7,593,540 |
| | 23,748,347 |
| | $ | 166,598 |
|
| $ | 8,617,130 |
| | $ | 2,403 |
|
| $ | 8,619,533 |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (68,759 | ) | | (518 | ) | | — |
| | — |
| | (518 | ) | | — |
| | (518 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (268,550 | ) | | (2,148 | ) | | — |
| | — |
| | (2,148 | ) | | — |
| | (2,148 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 399,242 |
| | 16,754 |
| | — |
| | — |
| | 16,754 |
| | — |
| | 16,754 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 101 |
| | 101 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (535,657 | ) | | — |
| | (13,060 | ) | | (548,717 | ) | | (167 | ) | | (548,884 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (571 | ) | | — |
| | — |
| | (571 | ) | | — |
| | (571 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Disposition of joint venture interest | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (838 | ) | | (838 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | 31,818 |
| | — |
| | 754 |
| | 32,572 |
| | (194 | ) | | 32,378 |
|
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,013 | ) | | — |
| | (26 | ) | | (1,039 | ) | | — |
| | (1,039 | ) |
| Balance, December 31, 2017 | | 42,834,138 |
|
| $ | 782,073 |
|
| 86,874 |
|
| $ | 3,027 |
|
| 974,208,583 |
|
| $ | 7,102,205 |
|
| 23,748,347 |
|
| $ | 154,266 |
|
| $ | 8,041,571 |
|
| $ | 1,305 |
|
| $ | 8,042,876 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 32,439 |
| | 241 |
| | (32,439 | ) | | (241 | ) | | — |
| | — |
| | — |
|
| Repurchases of common OP Units under share repurchase programs | | — |
| | — |
| | — |
| | — |
| | (7,206,876 | ) | | (50,154 | ) | | — |
| | — |
| | (50,154 | ) | | — |
| | (50,154 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (324,502 | ) | | (2,326 | ) | | — |
| | — |
| | (2,326 | ) | | — |
| | (2,326 | ) |
| Equity-based compensation, net | | — |
| | — |
| | — |
| | — |
| | 805,521 |
| | 13,314 |
| | — |
| | — |
| | 13,314 |
| | — |
| | 13,314 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 120 |
| | 120 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (532,144 | ) | | — |
| | (13,048 | ) | | (545,192 | ) | | — |
| | (545,192 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (917 | ) | | — |
| | — |
| | (917 | ) | | — |
| | (917 | ) |
| Distributions to Series F Preferred Units | | — |
| | (71,748 | ) | | — |
| | (144 | ) | | — |
| | — |
| | — |
| | — |
| | (71,892 | ) | | — |
| | (71,892 | ) |
| Net income (loss) | | — |
| | — |
| | — |
| | — |
| | — |
| | (85,774 | ) | | — |
| | (2,102 | ) | | (87,876 | ) | | (154 | ) | | (88,030 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,289 |
| | — |
| | 56 |
| | 2,345 |
| | — |
| | 2,345 |
|
| Balance, December 31, 2018 | | 42,834,138 |
|
| $ | 710,325 |
|
| 86,874 |
|
| $ | 2,883 |
|
| 967,515,165 |
|
| $ | 6,446,734 |
|
| 23,715,908 |
|
| $ | 138,931 |
|
| $ | 7,298,873 |
|
| $ | 1,271 |
|
| $ | 7,300,144 |
|
| Issuance of common OP Units, net | | — |
| | — |
| | — |
| | — |
| | 108,410,070 |
| | 1,014,215 |
| | — |
| | — |
| | 1,014,215 |
| | — |
| | 1,014,215 |
|
| Conversion of Limited Partners' common OP Units to General Partner's common OP Units | | — |
| | — |
| | — |
| | — |
| | 130,291 |
| | 1,167 |
| | (130,291 | ) | | (1,167 | ) | | — |
| | — |
| | — |
|
| Conversion of Limited Partner Series F Preferred Units to Series F Preferred Stock | | 37,108 |
| | 923 |
| | (37,108 | ) | | (923 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Redemptions of Series F Preferred Stock | | (12,000,000 | ) | | (182,347 | ) | | — |
| | — |
| | — |
| | (117,775 | ) | | — |
| | — |
| | (300,122 | ) | | — |
| | (300,122 | ) |
| Repurchases of common OP Units to settle tax obligation | | — |
| | — |
| | — |
| | — |
| | (200,331 | ) | | (1,618 | ) | | — |
| | — |
| | (1,618 | ) | | — |
| | (1,618 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (Continued)
(In thousands, except for unit data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Preferred Units | | Common Units | | | | | | |
| | | General Partner | | Limited Partner | | General Partner | | Limited Partner | | | | | | |
| | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Number of Units | | Capital | | Total Partners' Capital | | Non-Controlling Interests | | Total Capital |
| Equity-based compensation, net | | — |
| | $ | — |
| | — |
| | $ | — |
| | 990,789 |
| | $ | 13,101 |
| | — |
| | $ | — |
| | $ | 13,101 |
| | $ | — |
| | $ | 13,101 |
|
| Contributions from non-controlling interest holders | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
| Distributions to common OP Units and non-controlling interests —$0.55 per common unit | | — |
| | — |
| | — |
| | — |
| | — |
| | (562,195 | ) | | — |
| | (9,494 | ) | | (571,689 | ) | | — |
| | (571,689 | ) |
| Dividend equivalents on awards granted under the Equity Plan | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,328 | ) | | — |
| | — |
| | (1,328 | ) | | — |
| | (1,328 | ) |
| Distributions to Series F Preferred Units | | — |
| | (68,397 | ) | | — |
| | (91 | ) | | — |
| | — |
| | — |
| | — |
| | (68,488 | ) | | — |
| | (68,488 | ) |
| Distributions payable relinquished | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,522 |
| | 12,522 |
| | — |
| | 12,522 |
|
| Surrender of Limited Partner OP Units | | — |
| | — |
| | — |
| | — |
| | — |
| | (91,920 | ) | | (22,798,898 | ) | | (126,590 | ) | | (218,510 | ) | | — |
| | (218,510 | ) |
| Repurchase of convertible notes | | — |
| | — |
| | — |
| | — |
| | — |
| | (470 | ) | | — |
| | — |
| | (470 | ) | | — |
| | (470 | ) |
| Reallocation of capital | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,071 |
| | — |
| | (2,071 | ) | | — |
| | — |
| | — |
|
| Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (300,353 | ) | | — |
| | (6,651 | ) | | (307,004 | ) | | (102 | ) | | (307,106 | ) |
| Other comprehensive loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (26,390 | ) | | — |
| | (1,047 | ) | | (27,437 | ) | | — |
| | (27,437 | ) |
| Balance, December 31, 2019 | | 30,871,246 |
| | $ | 460,504 |
| | 49,766 |
| | $ | 1,869 |
| | 1,076,845,984 |
| | $ | 6,375,239 |
| | 786,719 |
| | $ | 4,433 |
| | $ | 6,842,045 |
| | $ | 1,233 |
| | $ | 6,843,278 |
|
The accompanying notes are an integral part of these statements.
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | | | |
| Net (loss) income | | $ | (307,106 | ) | | $ | (88,030 | ) | | $ | 32,378 |
|
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | |
| Depreciation and amortization | | 495,232 |
| | 659,948 |
| | 745,499 |
|
| Gain on real estate assets, net | | (296,447 | ) | | (96,068 | ) | | (61,536 | ) |
| Impairments from held for sale | | — |
| | — |
| | 20,027 |
|
| Impairments | | 47,091 |
| | 54,647 |
| | 50,548 |
|
| Equity based compensation | | 13,101 |
| | 13,314 |
| | 16,751 |
|
| Equity in income of unconsolidated entities | | (2,618 | ) | | (1,869 | ) | | (2,726 | ) |
| Distributions from unconsolidated entities | | 284 |
| | 1,366 |
| | 3,646 |
|
| Loss (gain) on investments | | 492 |
| | (4,092 | ) | | (65 | ) |
| Loss (gain) on derivative instruments | | 58 |
| | (355 | ) | | (2,976 | ) |
| Non-cash restructuring expense | | 3,951 |
| | — |
| | — |
|
| Loss (gain) on extinguishment and forgiveness of debt, net | | 17,910 |
| | (5,360 | ) | | (18,373 | ) |
| Surrender of Limited Partner OP Units | | (26,536 | ) | | — |
| | — |
|
| Changes in assets and liabilities: | | | | | | |
| Investment in direct financing leases | | 1,622 |
| | 2,078 |
| | 2,097 |
|
| Rent and tenant receivables, operating lease right-of-use and other assets, net | | (18,367 | ) | | (34,096 | ) | | (21,394 | ) |
| Due from affiliates | | — |
| | — |
| | 1,163 |
|
| Assets held for sale classified as discontinued operations | | — |
| | (2,492 | ) | | 13,812 |
|
| Accounts payable and accrued expenses | | (16,719 | ) | | 1,688 |
| | 10,742 |
|
| Deferred rent, operating lease and other liabilities | | (19,551 | ) | | 7,162 |
| | (395 | ) |
| Due to affiliates | | — |
| | (66 | ) | | 50 |
|
| Liabilities related to discontinued operations | | — |
| | (13,861 | ) | | 4,019 |
|
| Net cash (used in) provided by operating activities | | (107,603 | ) |
| 493,914 |
| | 793,267 |
|
| Cash flows from investing activities: | | | | | | |
| Investments in real estate assets | | (394,662 | ) | | (500,625 | ) | | (699,004 | ) |
| Capital expenditures and leasing costs | | (37,957 | ) | | (22,291 | ) | | (21,694 | ) |
| Real estate developments | | (28,125 | ) | | (9,221 | ) | | (14,850 | ) |
| Principal repayments received on investment securities and mortgage notes receivable | | 106 |
| | 5,761 |
| | 6,796 |
|
| Investments in unconsolidated entities | | (2,767 | ) | | (771 | ) | | — |
|
| Return of investment from unconsolidated entities | | 1,138 |
| | 48 |
| | 1,972 |
|
| Proceeds from disposition of real estate and joint venture | | 1,067,532 |
| | 502,289 |
| | 445,525 |
|
| Proceeds from disposition of discontinued operations | | — |
| | 122,915 |
| | — |
|
| Investment in leasehold improvements and other assets | | (1,716 | ) | | (841 | ) | | (1,191 | ) |
| Deposits for real estate assets | | (8,453 | ) | | (13,412 | ) | | (37,226 | ) |
| Proceeds from sale of investments and other assets | | 9,837 |
| | 46,966 |
| | 400 |
|
| Uses and refunds of deposits for real estate assets | | 6,328 |
| | 17,267 |
| | 36,111 |
|
| Proceeds from the settlement of property-related insurance claims | | 1,957 |
| | 1,434 |
| | 355 |
|
| Line of credit advances to Cole REITs | | — |
| | (2,200 | ) | | (16,400 | ) |
| Line of credit repayments from Cole REITs | | — |
| | 3,800 |
| | 25,100 |
|
| Net cash provided by (used in) investing activities | | 613,218 |
| | 151,119 |
| | (274,106 | ) |
| Cash flows from financing activities: | | | | | | |
| Proceeds from mortgage notes payable | | 705 |
| | 187 |
| | 4,652 |
|
| Payments on mortgage notes payable and other debt, including debt extinguishment costs | | (374,058 | ) | | (137,887 | ) | | (424,385 | ) |
| Proceeds from credit facility | | 1,386,000 |
| | 1,934,000 |
| | 329,000 |
|
| Payments on credit facility | | (739,000 | ) | | (1,716,000 | ) | | (645,107 | ) |
| Proceeds from corporate bonds | | 593,052 |
| | 546,304 |
| | 600,000 |
|
| Redemptions of corporate bonds, including extinguishment costs | | (1,160,977 | ) | | — |
| | — |
|
| Repurchases of convertible notes, including extinguishment costs | | (82,254 | ) | | (597,500 | ) | | — |
|
| Payments of deferred financing costs | | (4,190 | ) | | (25,471 | ) | | (9,575 | ) |
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Repurchases of Common Stock under the share repurchase programs | | $ | — |
| | $ | (50,154 | ) | | $ | (518 | ) |
| Repurchases of Common Stock to settle tax obligations | | (1,618 | ) | | (2,326 | ) | | (2,148 | ) |
| Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses | | 1,014,215 |
| | — |
| | — |
|
| Redemption of Series F Preferred Stock | | (300,122 | ) | | — |
| | — |
|
| Contributions from non-controlling interest holders | | 64 |
| | 120 |
| | 101 |
|
| Distributions paid | | (665,241 | ) | | (606,679 | ) | | (608,615 | ) |
| Payment related to the surrender of Limited Partner OP Units | | (191,974 | ) | | — |
| | — |
|
| Net cash used in financing activities | | (525,398 | ) |
| (655,406 | ) | | (756,595 | ) |
| Net change in cash and cash equivalents and restricted cash | | (19,783 | ) | | (10,373 | ) | | (237,434 | ) |
| | | | | | | |
| Cash and cash equivalents and restricted cash, beginning of period | | $ | 53,663 |
| | $ | 64,036 |
| | $ | 301,470 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | (2,198 | ) | | (2,973 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | | 33,880 |
| | 53,663 |
| | 64,036 |
|
| Less: cash and cash equivalents of discontinued operations | | — |
| | — |
| | (2,198 | ) |
| Cash and cash equivalents and restricted cash from continuing operations, end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
| Reconciliation of Cash and Cash Equivalents and Restricted Cash | | | | | | |
| Cash and cash equivalents at beginning of period | | $ | 30,758 |
| | $ | 34,176 |
| | $ | 253,479 |
|
| Restricted cash at beginning of period | | 22,905 |
| | 27,662 |
| | 45,018 |
|
| Cash and cash equivalents and restricted cash at beginning of period | | 53,663 |
| | 61,838 |
| | 298,497 |
|
| | | | | | | |
| Cash and cash equivalents at end of period | | 12,921 |
| | 30,758 |
| | 34,176 |
|
| Restricted cash at end of period | | 20,959 |
| | 22,905 |
| | 27,662 |
|
| Cash and cash equivalents and restricted cash at end of period | | $ | 33,880 |
| | $ | 53,663 |
| | $ | 61,838 |
|
The accompanying notes are an integral part of these statements.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019
Note 1 – Organization
VEREIT is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP.
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity.
Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 99.9% of the common equity interests in the OP as of December 31, 2019. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets.
The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s Board of Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance of any new class of equity securities.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, as described in Note 1 – Organization and Note 12 – Equity, certain third parties have been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of December 31, 2019 and 2018, there were approximately 0.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively.
For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity.
The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP.
Reclassification
The (loss) gain on derivative instruments, net line item has been combined into other income, net for prior periods presented to be consistent with the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes.
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for intangible lease assets.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Allocation of Purchase Price of Real Estate Assets
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases, including leasing commissions, legal and other related expenses. The value of in-place leases is amortized over the initial term of the respective leases. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense.
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. Above-market leases are amortized as a reduction to rental revenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal periods.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
During the years ended December 31, 2019, 2018 and 2017, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented.
Assets Held for Sale
Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. See Note 3–Real Estate Investments and Related Intangiblesfor further discussion regarding properties held for sale.
If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.
Development Activities
Project costs, which include interest expense, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. Once the development and construction of the building is substantially completed, the amounts capitalized to construction in progress are transferred to (i) land and (ii) buildings, fixtures and improvements and are depreciated over their respective useful lives.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Discontinued Operations
The Company reports discontinued operations when a component of an entity or group of components that has been disposed of or classified as held for sale represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 14 —Discontinued Operations for further discussion regarding discontinued operations.
Investment in Unconsolidated Entities
Unconsolidated Joint Ventures
The Company accounts for its investment in unconsolidated joint venture arrangements using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of these investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint ventures’ earnings and distributions. The Company records its proportionate share of net income (loss) from the unconsolidated joint ventures in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 3–Real Estate Investments and Related Intangiblesfor further discussion on investments in unconsolidated joint ventures.
Investment in Cole REITs
On February 1, 2018, the Company sold certain of its equity investments to CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC, retaining interests retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V”). Subsequent to the sale of Cole Capital, the Company carries these investments at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V, and any changes in the fair value are recognized in other income, net in the accompanying consolidated statement of operations for the years ended December 31, 2019 and 2018.Prior to the sale of Cole Capital, the Company accounted for these investments using the equity method of accounting, which required the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Cole REIT’s earnings and distributions. The Company recorded its proportionate share of net income or loss from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statement of operations for the year ended December 31, 2017.
Leasehold Improvements and Property and Equipment
The Company leases its corporate office facilities under operating leases. Leasehold improvements related to these are recorded at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or remaining lease term.
Property and equipment, which typically include computer hardware and software, furniture and fixtures, among other items, are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated useful lives of the assets, which range from three to seven years. The Company reassesses the useful lives of its property and equipment and adjusts the future monthly depreciation expense based on the new useful life, as applicable. If the Company disposes of an asset, the asset and related accumulated depreciation are written off upon disposal.
Goodwill
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of December 31, 2019 and 2018, the carrying value of goodwill was $1.3 billion.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Impairments
Real Estate Assets
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales or leasing transactions. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in Note 5 – Fair Value Measures.
Goodwill
The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. To determine whether it is necessary to perform a quantitative goodwill impairment test, the Company first assesses qualitative factors, including, but not limited to macro-economic conditions such as deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative to peers. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no quantitative testing is required. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value is less than the carrying amount, the provisions of guidance require that the Company then compares the fair value to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value.
The Company performed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the qualitative testing, the Company believes that it is more-likely-than-not that the fair value of the goodwill is greater than the carrying value. As such, no further testing was performed. The Company performed a quantitative analysis for the annual goodwill tests during the years ended December 31, 2018 and 2017, which also resulted in 0 impairments.
Investment in Unconsolidated Joint Ventures
The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of any of its investment in the unconsolidated joint ventures. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture for potential impairment and determine if the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying value is fully recovered. The evaluation of an investment in an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. NaN impairments of unconsolidated joint ventures were identified during the years ended December 31, 2019, 2018 and 2017.
Leasehold Improvements and Property and Equipment
Leasehold improvements and property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If this review indicates that the carrying value of the asset is not recoverable, the Company records an impairment loss, measured at fair value by estimated discounted cash flows or market appraisals. The evaluation of leasehold improvements and property and equipment for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. NaN impairments of leasehold improvements and property and equipment were identified during the years ended December 31, 2019, 2018 and 2017.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds with original maturities of three months or less. The Company deposits cash with several high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.
Restricted Cash
The Company had $21.0 million and $22.9 million, respectively, in restricted cash as of December 31, 2019 and 2018. Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at December 31, 2019 was $18.8 million in lender reserves and $2.2 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2018 was $21.5 million in lender reserves and $1.4 million held in restricted lockbox accounts.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. Deferred financing costs, other than those associated with the Revolving Credit Facility (as defined in Note 6 –Debt), are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Deferred financing costs related to the Revolving Credit Facility are included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that are not completed are expensed in the period in which it is determined the financing will not be completed.
Convertible Debt
The Company has an outstanding aggregate balance of $321.8 million related to the 2020 Convertible Notes (as defined in Note 6 –Debt ). The 2020 Convertible Notes are convertible into cash or shares of the Company’s Common Stock at the Company’s option. In accordance with U.S GAAP, the 2020 Convertible Notes are accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the 2020 Convertible Notes on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the 2020 Convertible Notes and the estimated fair value of the debt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the equity component. The debt discount is being amortized to interest expense over the respective term of the 2020 Convertible Notes.
Derivative Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options floors and other interest rate derivative contracts,forwards to hedge all or a portion of the interest rate risk associated with its borrowings. The principalCompany’s interest rate management objectives are intended to limit the impact of interest rate fluctuations on earnings and cash flows and to manage the Company’s overall borrowing costs. To accomplish this objective, the Company primarily uses interest rate swaps as part of such arrangements isits cash flow hedging strategy. Interest rate swaps designated as cash flow hedges are used to minimizehedge forecasted issuances of fixed rate debt and the risks and/or costsvariable cash flows associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.floating rate debt. The Company does not intend to utilize derivatives for purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of 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 designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in other income, net in the consolidated statements of operations and consolidated statements of comprehensive income (loss). If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss). Unrealized gains and losses in other comprehensive income (loss) are reclassified to interest expense when the related hedged items impact earnings. See Note 7 –Derivatives and Hedging Activities for further discussion.
Leases
ASC 842 (effective January 1, 2019)
The adoption of ASC 842, effective January 1, 2019, did not have a material impact on the Company’s consolidated statements of operations. The most significant impact was the recognition of operating lease right-of-use (“ROU”) assets and operating lease liabilities for operating leases pursuant to which the Company is the lessee. The Company did not have a cumulative effect adjustment to retained earnings upon adoption. The lessor accounting model under ASC 842 is similar to existing guidance, however, it limits the capitalization of initial direct leasing costs, such as internally generated costs, and modifies the lease classification criteria through the elimination of "bright-line" tests.
The Company elected the package of practical expedients permitted under ASC 842 (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, the practical expedient which allows a lessee to combine lease and non-lease components, and the short-term lease election that allows a lessee not to apply the balance sheet recognition requirements to leases with a term of 12 months or less. The Company elected not to apply the practical expedients related to hindsight or assessing impairment of ROU assets.
Lessor (effective January 1, 2019)
At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases.
Prior to the adoption of ASC 842, the Company has acquired certain properties that are subject to leases that qualified as direct financing leases. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow analysis based on interest rates that would represent the Company’s incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease. The Company does not have any sales-type leases as of December 31, 2019.
For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments, including contingent rent, which is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount, are recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company, as lessor, identified three separate lease components as follows: i) land lease component, ii) single property lease component comprised of building, land improvements and tenant improvements, and iii) furniture and fixtures. The Company’s leases also contain provisions for tenants to reimburse the Company for real estate taxes and insurance, which are considered noncomponents of the lease, and maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component.
The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record an allowance for uncollectible accounts.
Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases.
Lessee (effective January 1, 2019)
To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date.
The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes.
The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received.
The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly.
Policy applicable to periods prior to January 1, 2019
The accounting policy for leases in which the Company is the lessor or lessee prior to the adoption of ASC 842 can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Revenue Recognition
In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) (Topic 606), which requires an entity to recognize revenue in a way that depicts 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. Revenues generated through leasing arrangements are within the scope of ASC 842, as discussed above, and are excluded from Topic 606.
Revenue Recognition - Cole Capital
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Cole Capital earned securities sales commissions, dealer manager fees, distribution and stockholder servicing fees, real estate acquisition fees, financing coordination fees, property management fees, advisory fees, asset management fees and performance fees for services relating to the Cole REITs’ offerings and the investment and management of their respective assets, in accordance with the respective dealer manager and advisory agreements. The Company was also reimbursed for certain costs incurred in providing these services, which were recorded as revenue as the expenses were incurred subject to revenue constraint due to the limitations on the amount that was reimbursable based on the terms of the respective dealer manager and advisory agreements. Refer to Note 15 –Related Party Transactions and Arrangementsfor a disaggregation of Cole Capital revenues.
The Company entered into a services agreement (the “Services Agreement”) with the Cole Purchaser, pursuant to which the Company will continue to provide certain services to the Cole Purchaser and the Cole REITs, including operational real estate support, (“Transition Services Revenues”) through March 31, 2019 (or, if later, the date of the last government filing other than a tax filing made by any of the Cole REITs with respect to its 2018 fiscal year). Under the terms of the Services Agreement, the Company will be entitled to receive reimbursement for certain of the services provided. The Company recorded Transition Services Revenues as costs associated with providing such services were incurred, which coincided with the timing in which the performance obligations of the contract had been met. During the year ended December 31, 2019 the Company incurred $2.1 million of such costs and recognized revenues of $2.4 million, including acquisition fees, and during the period from February 1, 2018 through December 31, 2018, the Company incurred $15.0 million of such costs and recognized revenues of $15.0 million, which are recorded in other income, net in the consolidated statement of operations. The Company may also earn additional fees in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year (the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments.
Litigation and non-routine costs, net
The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies.
Litigation and non-routine costs, net include the following costs and recoveries (amounts in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Litigation and non-routine costs, net: | | | | | | |
Audit Committee Investigation and related matters (1) | | $ | 70,168 |
| | $ | 59,755 |
| | $ | 49,434 |
|
Legal fees and expenses (2) | | 2 |
| | 530 |
| | 421 |
|
Litigation settlements (3) | | 820,208 |
| | 233,246 |
| | — |
|
Merger related transfer taxes(4) | | — |
| | — |
| | (1,595 | ) |
| Total costs | | 890,378 |
|
| 293,531 |
|
| 48,260 |
|
Insurance recoveries (5) | | (48,420 | ) | | (2,568 | ) | | (300 | ) |
Other recoveries (6) | | (26,536 | ) | | — |
| | — |
|
| Total | | $ | 815,422 |
| | $ | 290,963 |
| | $ | 47,960 |
|
| |
| (1) | Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters, net of accrual reversals. |
| |
| (2) | Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations for the year ended December 31, 2018. |
| |
| (3) | Refer to Note 10 – Commitments and Contingencies for additional information. |
| |
| (4) | The negative balance for the year ended December 31, 2017 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. |
| |
| (5) | $2.3 million during the year ended December 31, 2018 relates to litigation resulting from prior mergers. |
| |
| (6) | Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Loss Contingencies
The Company records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable and the amount is reasonably estimable. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not known or probable, and is reasonably estimable, the estimated loss or range of loss is disclosed.
Equity-based Compensation
The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. See Note 13– Equity-based Compensation for additional information on these plans.
Restructuring
During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for the Cole Purchaser terminated in accordance with the terms of the Services Agreement and the Company recorded $10.5 million of restructuring expenses related to the reorganization of its business, of which $9.2 million related to office lease terminations and modifications and $1.8 million related to the cessation of services under the Services Agreement, including severance, net of ASC 842 operating lease adjustments of $0.5 million. NaN restructuring expenses were recorded prior to January 1, 2019 in connection with the sale.
Per Share Data
Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) less dividends on unvested restricted shares of Common Stock (“Restricted Shares”) and dividends on preferred stock by the weighted-average number of shares of Common Stock issued and outstanding during such period. Diluted income (loss) per share of Common Stock considers the effect of potentially dilutive shares of Common Stock outstanding during the period.
Income Taxes
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2011. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019. As a REIT, the General Partner is generally not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains). However, the General Partner, its taxable REIT subsidiaries (“TRS”) entities, and the OP are still subject to certain state and local income, franchise and property taxes in the various jurisdictions in which they operate. The General Partner may also be subject to federal income taxes on certain income and excise taxes on its undistributed income.
The OP is classified as a partnership for U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the OP is required to include its allocable share of the OP’s income, gains, losses, deductions and credits for each taxable year. Under the LPA, the OP is to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducted substantially all of the Cole Capital business activities through a TRS until it sold the Cole Capital business on February 1, 2018.
During the year ended December 31, 2019, the Company conducted all of its business in the United States and Puerto Rico and filed income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. With few exceptions, the Company is no longer subject to routine examinations by taxing authorities for years before 2015. Certain of the Company’s intercompany transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes.
During the years ended December 31, 2019, 2018 and 2017, the Company recognized state and local income and franchise tax expense of $4.3 million, $4.7 million and $6.9 million, respectively, which are included in provision for income taxes in the accompanying consolidated statements of operations. In addition, the Company recorded a provision for federal income taxes of $0.4 million for the year ended December 31, 2018 related to a TRS entity, which is also included in provision for income taxes in the accompanying consolidated statements of operations. NaN provision for federal income taxes related to a TRS entity was recorded for the years ended December 31, 2019 or 2017. The provision for or benefit from income taxes attributable to the Cole Capital business, substantially all of which was conducted through a TRS entity, is included in discontinued operations for all periods presented, as discussed in Note 14 —Discontinued Operations.
The Company had 0 unrecognized tax benefits as of or during the years ended December 31, 2019, 2018 and 2017. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations.
As of December 31, 2019, the OP and the General Partner had no material uncertain income tax positions.
Recent Accounting Pronouncements
Financial Instruments - Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) and subsequent amendments to the initial guidance, intended to clarify and improve certain topics, under ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively Topic 326). Topic 326 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in Topic 326 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current U.S. GAAP. The effective date for Topic 326 is for fiscal years (including the interim periods therein) beginning after December 15, 2019. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect Topic 326 will have a material impact on its consolidated financial statements upon adoption during the first quarter of 2020.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 3–Real Estate Investments and Related Intangibles
Property Acquisitions
During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million (the “2019 Acquisitions”), which includes $2.3 million of external acquisition-related expenses that were capitalized. Additionally, the Company placed in service 1 build-to-suit development project in which the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were capitalized and including the land parcel acquired during the year ended December 31, 2018.
During the year ended December 31, 2018, the Company acquired a controlling interest in 52 commercial properties for an aggregate purchase price of $502.7 million (the “2018 Acquisitions”), which includes one land parcel for build-to-suit development, $2.1 million related to an outstanding tenant improvement allowance and $2.6 million of external acquisition-related expenses that were capitalized.
During the year ended December 31, 2017, the Company acquired a controlling interest in 88 commercial properties and 3 land parcels for an aggregate purchase price of $748.8 million (the “2017 Acquisitions”), which includes $3.3 million of external acquisition-related expenses that were capitalized and includes 22 properties acquired in a nonmonetary exchange discussed below.
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Real estate investments, at cost: | | | | | | |
| Land | | $ | 83,476 |
| | $ | 86,285 |
| | $ | 110,634 |
|
| Buildings, fixtures and improvements | | 268,470 |
| | 350,942 |
| | 523,445 |
|
| Total tangible assets | | 351,946 |
| | 437,227 |
| | 634,079 |
|
| Acquired intangible assets: | | | | | | |
In-place leases and other intangibles (1) | | 51,627 |
| | 62,791 |
| | 105,940 |
|
Above-market leases (2) | | — |
| | 2,750 |
| | 10,445 |
|
| Assumed intangible liabilities: | | | | | | |
Below-market leases (3) | | — |
| | (116 | ) | | (1,680 | ) |
| Total purchase price of assets acquired | | $ | 403,573 |
| | $ | 502,652 |
| | $ | 748,784 |
|
| |
| (1) | The weighted average amortization period for acquired in-place leases and other intangibles is 16.5 years, 16.3 years and 15.8 years for 2019 Acquisitions, 2018 Acquisitions and 2017 Acquisitions, respectively. |
| |
| (2) | The weighted average amortization period for acquired above-market leases is 10.8 years and 18.0 years for 2018 Acquisitions and 2017 Acquisitions, respectively. |
| |
| (3) | The weighted average amortization period for assumed intangible lease liabilities is 9.9 years and 13.8 years for 2018 Acquisitions and 2017 Acquisitions, respectively. |
Property Dispositions and Real Estate Assets Held for Sale
During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of 6 consolidated properties to 2 newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”) and 1 property sold through a foreclosure as discussed in Note 6 –Debt, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties. The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $293.9 million related to the dispositions, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
During the year ended December 31, 2018, the Company disposed of 149 properties, including 1 property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $526.4 million, of which our share was $504.3 million after the profit participation payment related to the disposition of 34 Red Lobster properties. The dispositions resulted in proceeds of $496.7 million after closing costs. The Company recorded a gain of $96.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
During the year ended December 31, 2018, the Company also disposed of 1 property owned by an unconsolidated joint venture for a gross sales price of $34.1 million, of which our share was $17.1 million based on our ownership interest in the joint venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company recorded a gain of $0.7 million related to the sale and liquidation of the joint venture, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations.
During the year ended December 31, 2017, the Company disposed of 137 properties, including 1 property owned by a consolidated joint venture, 6 properties transferred to the lender in either a deed-in-lieu of foreclosure or foreclosure sale transaction as discussed in Note 6 –Debt and 15 properties disposed of in connection with a nonmonetary exchange discussed below, for an aggregate gross sales price of $594.9 million, of which our share was $574.4 million after the profit participation payment related to the disposition of 31 Red Lobster properties and the consolidated joint venture partner’s share of the sales price. The dispositions resulted in proceeds of $445.5 million after a mortgage loan assumption of $66.0 million and closing costs. Additionally, the Company’s tax provision for the year ended December 31, 2017 included $1.7 million of Canadian tax gain on the sale of certain Canadian properties. The Company recorded a gain of $64.7 million, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
As of December 31, 2019, there were 5 properties classified as held for sale with a carrying value of $27.0 million, included in real estate assets held for sale, net, primarily comprised of land of $6.3 million and building, fixtures and improvements, net of $19.8 million, in the accompanying consolidated balance sheets, which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2018, there were 5 properties classified as held for sale. During the years ended December 31, 2019, 2018 and 2017, the Company recorded losses of $1.3 million, $1.9 million and $3.1 million respectively, related to held for sale properties.
Intangible Lease Assets and Liabilities
Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life):
|
| | | | | | | | | | |
| | | Weighted-Average Useful Life | | December 31, 2019 | | December 31, 2018 |
| Intangible lease assets: | | | | | | |
| In-place leases and other intangibles, net of accumulated amortization of $748,689 and $703,909, respectively | | 15.9 | | $ | 854,196 |
| | $ | 980,971 |
|
| Leasing commissions, net of accumulated amortization of $6,027 and $4,048, respectively | | 10.1 | | 17,808 |
| | 15,660 |
|
| Above-market lease assets and deferred lease incentives, net of accumulated amortization of $112,438 and $105,936, respectively | | 16.3 | | 165,483 |
| | 201,875 |
|
| Total intangible lease assets, net | | | | $ | 1,037,487 |
| | $ | 1,198,506 |
|
| | | | | | | |
| Intangible lease liabilities: | | | | | | |
| Below-market leases, net of accumulated amortization of $99,315 and $89,905, respectively | | 19.1 | | $ | 143,583 |
| | $ | 173,479 |
|
The aggregate amount of amortization of above‑ and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $2.5 million, $4.2 million and $5.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $127.5 million, $139.6 million and $154.2 million for the years ended December 31, 2019, 2018 and 2017, respectively.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2019 (amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 |
| In-place leases and other intangibles: | | | | | | | | | | |
| Total projected to be included in amortization expense | | $ | 116,812 |
| | $ | 108,990 |
| | $ | 95,237 |
| | $ | 84,843 |
| | $ | 74,347 |
|
| Leasing commissions: | | | | | | | | | | |
| Total projected to be included in amortization expense | | 2,361 |
| | 2,203 |
| | 2,102 |
| | 1,827 |
| | 1,612 |
|
| Above-market lease assets and deferred lease incentives: | | | | | | | | |
| Total projected to be deducted from rental revenue | | 19,301 |
| | 18,876 |
| | 18,064 |
| | 17,120 |
| | 15,749 |
|
| Below-market lease liabilities: | | | | | | | | | | |
| Total projected to be included in rental revenue | | 16,840 |
| | 15,189 |
| | 13,497 |
| | 12,774 |
| | 10,927 |
|
Nonmonetary Exchange
During the year ended December 31, 2017, the Company completed a nonmonetary exchange through the simultaneous acquisition of 22 Bob Evans properties and disposition of 15 Red Lobster properties. Pursuant to Nonmonetary Transactions, ASC (Topic 845), the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain the acquired nonmonetary asset, and a gain or loss should be recognized on the exchange. The fair value of the asset received should be used to measure the cost if the fair value of the asset received is more reliable than the fair value of the asset surrendered. The Company estimated the fair value of the Bob Evans and Red Lobster properties using valuation techniques consistent with the income approach and concluded that the fair value was $50.1 million. As the fair value of the assets received exceeded the book value of the assets surrendered, the Company recorded a gain of $7.4 million, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
Consolidated Joint Ventures
The Company had an interest in 1 consolidated joint venture that owned 1 property as of December 31, 2019 and December 31, 2018. As of each of December 31, 2019 and December 31, 2018, the consolidated joint venture had total assets of $32.5 million, of which $29.6 million and $29.9 million, respectively, were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the Company and had a balance of $14.3 million and $14.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company has the ability to control operating and financing policies of the consolidated joint venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of the joint venture partner in accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.
Unconsolidated Joint Ventures
The Company’s investment in unconsolidated joint ventures consisted of interests in the Industrial Partnership and 1 unconsolidated joint venture as of December 31, 2019 and an interest in 1 unconsolidated joint venture as of December 31, 2018.
During the year ended December 31, 2018, the Company disposed of 1 property owned by an unconsolidated joint venture as previously discussed in the “Property Dispositions and Real Estate Assets Held for Sale” section herein.
The unconsolidated joint ventures had total aggregate debt outstanding of $269.3 million as of December 31, 2019, which is non-recourse to the Company, as discussed in Note 6 –Debt. There was 0 debt outstanding related to the unconsolidated joint ventures as of December 31, 2018.
The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls, including the Company’s share of expansion project capital expenditures. The following is a summary of the Company’s investments in unconsolidated joint ventures as of December 31, 2019, December 31, 2018 and for the years ended December 31, 2019, 2018 and 2017 (dollar amounts in thousands):
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Carrying Amount of Investment (1) | | Equity in Income (2) |
| | | | | | | | Year Ended |
| Investment | | Ownership % (3) | | Number of Properties | | December 31, 2019 | | December 31, 2018 | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
| Faison JV Bethlehem GA | | 90% | | 1 | | $ | 40,416 |
| | $ | 35,289 |
| | $ | 2,364 |
| | $ | 1,219 |
| | $ | 3,068 |
|
| Industrial Partnership | | 20% | | 6 | | $ | 28,409 |
| | $ | — |
| | $ | 254 |
| | $ | — |
| | $ | — |
|
| |
| (1) | The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of December 31, 2019 and December 31, 2018. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with mergers. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. |
| |
| (2) | During the years ended December 31, 2018 and December 31, 2017, the Company recognized $0.7 million and $0.2 million, respectively, of equity in income and gain on disposition of unconsolidated entities from the unconsolidated joint venture which disposed of its property during the year ended December 31, 2018. |
| |
| (3) | The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. |
Note 4 –Rent and Tenant Receivables and Other Assets, Net
Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2019 and December 31, 2018 (in thousands):
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
Straight-line rent receivable, net (1) | | $ | 266,195 |
| | $ | 259,106 |
|
Accounts receivable, net (1) | | 41,556 |
| | 36,939 |
|
Deferred costs, net (2) | | 7,208 |
| | 17,515 |
|
| Investment in direct financing leases, net | | 9,341 |
| | 13,254 |
|
Investment in Cole REITs (3) | | 7,552 |
| | 7,844 |
|
| Prepaid expenses | | 3,453 |
| | 5,022 |
|
Leasehold improvements, property and equipment, net (4) | | 4,809 |
| | 9,754 |
|
| Other assets, net | | 8,281 |
| | 16,658 |
|
| Total | | $ | 348,395 |
|
| $ | 366,092 |
|
| |
| (1) | As of December 31, 2018, allowance for uncollectible accounts included in straight-line rent receivable, net and accounts receivable, net was $1.0 million and $5.3 million, respectively. Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectible accounts. Any recoveries for those receivables reserved prior to adoption of ASC 842 will be recorded as an adjustment to rental revenue. |
| |
| (2) | Amortization expense for deferred costs related to the revolving credit facilities totaled $2.1 million, $7.3 million and $10.4 million for the years ended December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of $1.8 million for the year ended December 31, 2019. There were no related write-offs for the years ended December 31, 2018 or 2017. Accumulated amortization for deferred costs related to the revolving credit facilities was $49.8 million and $47.6 million as of December 31, 2019 and December 31, 2018, respectively. |
| |
| (3) | On February 1, 2018, the Company completed the sale of Cole Capital (as described in Note 14 —Discontinued Operations), retaining interests in CCIT II, CCIT III and CCPT V. |
| |
| (4) | Amortization expense for leasehold improvements totaled $0.7 millionfor the year ended December 31, 2019 with no related write-offs and $1.2 millionfor each of the years ended December 31, 2018 and 2017, with no related write-offs. Accumulated amortization was $2.8 million and $5.9 million as of December 31, 2019 and December 31, 2018, respectively. Depreciation expense for property and equipment totaled $1.3 million, $2.3 million and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of less than $0.1 million, $0.8 million and $0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. Accumulated depreciation was $5.4 million and $7.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company disposed of $4.3 million, net, of leasehold improvements, property and equipment, which is included in restructuring expenses in the accompanying consolidated statements of operations for the year ended December 31, 2019. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 5 – Fair Value Measures
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. U.S. GAAP guidance defines three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect that changes in classifications between levels will be frequent.
Items Measured at Fair Value on a Recurring Basis
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and December 31, 2018, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):
|
| | | | | | | | | | | | | | | | |
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2019 |
| Assets: |
|
|
|
|
|
|
|
|
| Derivative assets |
| $ | — |
| | $ | 250 |
| | $ | — |
|
| $ | 250 |
|
| Investment in Cole REITs | | — |
| | — |
| | 7,552 |
| | 7,552 |
|
| Total assets | | $ | — |
| | $ | 250 |
| | $ | 7,552 |
| | $ | 7,802 |
|
| Liabilities: | | | | | | | | |
| Derivative liabilities |
| $ | — |
| | $ | (28,081 | ) | | $ | — |
|
| $ | (28,081 | ) |
|
|
| Level 1 |
| Level 2 |
| Level 3 |
| Balance as of December 31, 2018 |
| Assets: | | | | | | | | |
| Derivative assets | | $ | — |
| | $ | 544 |
| | $ | — |
| | $ | 544 |
|
| Investment in Cole REITs | | — |
| | — |
| | 7,844 |
| | 7,844 |
|
| Total assets | | $ | — |
| | $ | 544 |
| | $ | 7,844 |
| | $ | 8,388 |
|
Derivative Assets and Liabilities –The Company’s derivative financial instruments relate to interest rate swaps. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2019 and December 31, 2018, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Investment in Cole REITs –The fair values of CCIT II, CCIT III and CCPT V were estimated using the net asset value per share. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Cole REIT.
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2019 (in thousands):
|
| | | | |
| | | Investment in Cole REITs |
| Beginning balance, January 1, 2019 | | $ | 7,844 |
|
| Unrealized loss included in other income, net | | (292 | ) |
| Ending Balance, December 31, 2019 | | $ | 7,552 |
|
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2018 (in thousands):
|
| | | | | | | | |
| | | Commercial Mortgage-Backed Securities | | Investment in Cole REITs |
| Beginning balance, January 1, 2018 | | $ | 40,974 |
| | $ | 3,264 |
|
| Total gains and losses | | | | |
| Unrealized loss included in other comprehensive income, net | | (205 | ) | | — |
|
| Realized loss included in other income, net | | (34 | ) | | — |
|
| Unrealized gain included in other income, net | | — |
| | 5,102 |
|
| Purchases, issuance, settlements | | | | |
| Return of principal received | | (4,864 | ) | | — |
|
| Amortization included in net income, net | | 157 |
| | — |
|
| Sale of investments | | (36,028 | ) | | (522 | ) |
| Ending Balance, December 31, 2018 | | $ | — |
| | $ | 7,844 |
|
Items Measured at Fair Value on a Non-Recurring Basis
Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.
Real Estate Investments –The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable.
As part of the Company’s quarterly impairment review procedures, net real estate assets representing 77 properties were deemed to be impaired resulting in impairment charges of $47.1 million during the year ended December 31, 2019. The impairment charges relate to certain office, retail and restaurant properties that, during 2019, management identified for potential sale or determined, based on discussions with the current tenants, would not be re-leased by the tenant and the Company believes the property will not be leased to another tenant at a rental rate that supports the current book value.
During the years ended December 31, 2018 and 2017 net real estate assets related to 70 and 69 properties, respectively, were deemed to be impaired resulting in impairment charges of $54.6 million and $50.5 million for the years ended December 31, 2018 and 2017, respectively.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company estimates fair values using Level 3 inputs and uses a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For the Company’s impairment tests for the real estate assets during the year ended December 31, 2019, the Company used a range of discount rates from 7.9% to 8.7% with a weighted-average rate of 8.5% and capitalization rates from 7.4% to 8.2% with a weighted-average rate of 8.0%.
Fair Value of Financial Instruments
The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy. The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands):
|
| | | | | | | | | | | | | | | | | | |
| | | Level | | Carrying Amount at December 31, 2019 | | Fair Value at December 31, 2019 | | Carrying Amount at December 31, 2018 | | Fair Value at December 31, 2018 |
Liabilities (1): | | | | | | | | | | |
| Mortgage notes payable and other debt, net | | 2 | | $ | 1,535,918 |
| | $ | 1,590,915 |
| | $ | 1,933,209 |
| | $ | 1,961,496 |
|
| Corporate bonds, net | | 2 | | 2,839,581 |
| | 3,022,087 |
| | 3,395,885 |
| | 3,368,928 |
|
| Convertible debt, net | | 2 | | 319,947 |
| | 327,237 |
| | 398,591 |
| | 396,905 |
|
| Credit facility | | 2 | | 1,050,000 |
| | 1,050,000 |
| | 403,000 |
| | 403,000 |
|
| Total liabilities | | | | $ | 5,745,446 |
| | $ | 5,990,239 |
| | $ | 6,130,685 |
| | $ | 6,130,329 |
|
| |
| (1) | Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. |
Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of observable market interest rates. Corporate bonds and convertible debt are valued using quoted market prices in active markets with limited trading volume when available.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 6 –Debt
As of December 31, 2019, the Company had $5.7 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.8 years and a weighted-average interest rate of 4.30%. The following table summarizes the carrying value of debt as of December 31, 2019 and December 31, 2018, and the debt activity for the year ended December 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Year Ended December 31, 2019 | | | |
| | | | Balance as of December 31, 2018 | | Debt Issuances | | Repayments, Extinguishment and Assumptions | | Accretion and Amortization | | Balance as of December 31, 2019 | |
| Mortgage notes payable: | | | | | | | | | | | |
| | Outstanding balance | | $ | 1,917,132 |
| | $ | 705 |
| | $ | (388,780 | ) |
| $ | — |
| | $ | 1,529,057 |
| |
| | Net premiums (1) | | 16,077 |
| | — |
| | (1,503 | ) | | (7,713 | ) | | 6,861 |
| |
| | Deferred costs | | (10,552 | ) | | (96 | ) | | 615 |
| | 2,249 |
| | (7,784 | ) | |
| Mortgages notes payable, net | | 1,922,657 |
|
| 609 |
|
| (389,668 | ) |
| (5,464 | ) |
| 1,528,134 |
| |
| | | | | | | | | | | | |
| Corporate bonds: | | | | | | | | | |
|
| |
| | Outstanding balance | | 3,400,000 |
| | 600,000 |
| | (1,150,000 | ) | | — |
| | 2,850,000 |
| |
| | Discount (2) | | (4,115 | ) | | (6,948 | ) | | — |
| | 644 |
| | (10,419 | ) | |
| | Deferred costs | | (27,276 | ) | | (5,011 | ) | | 2,144 |
| | 4,301 |
| | (25,842 | ) | |
| Corporate bonds, net | | 3,368,609 |
|
| 588,041 |
|
| (1,147,856 | ) |
| 4,945 |
|
| 2,813,739 |
| |
| | | | | | | | | | | | |
| Convertible debt: | | | | | | | | | |
|
| |
| | Outstanding balance | | 402,500 |
| | — |
| | (80,698 | ) | | — |
| | 321,802 |
| |
| | Discount (2) | | (3,909 | ) | | — |
| | 391 |
| | 1,663 |
| | (1,855 | ) | |
| | Deferred costs | | (3,708 | ) | | — |
| | 372 |
| | 1,572 |
| | (1,764 | ) | |
| Convertible debt, net | | 394,883 |
|
| — |
|
| (79,935 | ) |
| 3,235 |
|
| 318,183 |
| |
| | | | | | | | | | | | | |
| Credit facility: | | | | | | | | | |
|
| |
| | Outstanding balance | | 403,000 |
| | 1,386,000 |
| | (739,000 | ) | | — |
| | 1,050,000 |
| |
| | Deferred costs (3) | | (1,227 | ) | | (4,279 | ) | | — |
| | 1,175 |
| | (4,331 | ) | |
| Credit facility, net | | 401,773 |
|
| 1,381,721 |
|
| (739,000 | ) |
| 1,175 |
|
| 1,045,669 |
| |
| | | | | | | | | | | |
|
| |
| Total debt | | $ | 6,087,922 |
|
| $ | 1,970,371 |
|
| $ | (2,356,459 | ) |
| $ | 3,891 |
|
| $ | 5,705,725 |
|
|
| |
| (1) | Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgage notes using the effective-interest method. |
| |
| (2) | Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. |
| |
| (3) | Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Mortgage Notes Payable
The Company’s mortgage notes payable consisted of the following as of December 31, 2019 (dollar amounts in thousands):
|
| | | | | | | | | | | | | | | | |
| | | Encumbered Properties | | Gross Carrying Value of Collateralized Properties (1) | | Outstanding Balance | | Weighted-Average Interest Rate (2) | | Weighted-Average Years to Maturity (3) |
| Fixed-rate debt | | 354 |
| | $ | 2,978,246 |
| | $ | 1,514,666 |
| | 5.05 | % | | 2.8 |
| Variable-rate debt | | 1 |
| | 34,320 |
| | 14,391 |
| | 4.99 | % | (4) | 0.6 |
Total (5) | | 355 |
| | $ | 3,012,566 |
| | $ | 1,529,057 |
| | 5.05 | % | | 2.8 |
| |
| (1) | Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. |
| |
| (2) | Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. |
| |
| (3) | Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. |
| |
| (4) | Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2019. |
| |
| (5) | The table above does not include mortgage notes associated with unconsolidated joint ventures of $269.3 million, which are non-recourse to the Company. The mortgage notes have a weighted-average fixed interest rate of 3.57% and mature on June 6, 2024. |
The Company’s mortgage loan agreements generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as debt service coverage ratios and minimum net operating income). The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At December 31, 2019, the Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends.
On June 6, 2019, the Company received a notice of default from the lender of a non-recourse loan secured by one property, which had an outstanding balance of $19.5 millionon the notice date, due to intentional non-payment of amounts due in accordance with the loan documents. On July 2, 2019, a foreclosure sale occurred to settle the mortgage note obligation.
On April 12, 2018, the Company entered into a deed-in-lieu of foreclosure agreement with the lender of a mortgage loan, secured by 1 property, with an outstanding balance of $16.2 million at the time of default and conveyed all interest in the property to satisfy the mortgage loan.
The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to December 31, 2019 (in thousands):
|
| | | | |
| | | Total |
| 2020 | | $ | 188,385 |
|
| 2021 | | 299,015 |
|
| 2022 | | 289,451 |
|
| 2023 | | 124,217 |
|
| 2024 | | 621,021 |
|
| Thereafter | | 6,968 |
|
| Total | | $ | 1,529,057 |
|
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Corporate Bonds
As of December 31, 2019, the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands):
|
| | | | | | | | | |
| | | Outstanding Balance December 31, 2019 | | Interest Rate | | Maturity Date |
| 2024 Senior Notes | | $ | 500,000 |
| | 4.600 | % | | February 6, 2024 |
| 2025 Senior Notes | | 550,000 |
| | 4.625 | % | | November 1, 2025 |
| 2026 Senior Notes | | 600,000 |
| | 4.875 | % | | June 1, 2026 |
| 2027 Senior Notes | | 600,000 |
| | 3.950 | % | | August 15, 2027 |
| 2029 Senior Notes | | 600,000 |
| | 3.100 | % | | December 15, 2029 |
| Total balance and weighted-average interest rate | | $ | 2,850,000 |
| | 4.210 | % | | |
On February 6, 2019, $750.0 million of senior notes (the “2019 Senior Notes”) matured and the principal plus accrued and unpaid interest thereon, were repaid, utilizing borrowings under the Credit Facility Term Loan.
On December 4, 2019, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 3.10% Senior Notes due 2029 (the “2029 Senior Notes”).
On December 20, 2019, $400.0 million of the 4.125% senior notes due 2021 (the “2021 Senior Notes”) were redeemed, and the principal plus accrued and unpaid interest thereon was repaid.
The Senior Notes are guaranteed by the General Partner. The OP may redeem all or a part of any series of the Senior Notes at any time, at its option, for the redemption prices set forth in the indenture governing the Senior Notes. If the redemption date is 60 or fewer days prior to the maturity date with respect to the 2025 Senior Notes or is 90 or fewer days prior to the maturity date with respect to the 2024 Senior Notes, the 2026 Senior Notes, the 2027 Senior Notes and the 2029 Senior Notes, the redemption price will equal 100% of the principal amount of the Senior Notes of the applicable series to be redeemed, plus accrued and unpaid interest on the amount being redeemed to, but excluding, the applicable redemption date. The Senior Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”) and are freely transferable.
The indenture governing our Senior Notes requires us to maintain financial ratios which include maintaining (i) a maximum limitation on incurrence of total debt less than or equal to 65% of Total Assets (as defined in the indenture), (ii) maximum limitation on incurrence of secured debt less than or equal to 40% of Total Assets (as defined in the indenture), (iii) a minimum debt service coverage ratio of at least 1.5x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount of all of the outstanding Unsecured Debt (as defined in the indenture). As of December 31, 2019, the Company believes that it was in compliance with the financial covenants of our Senior Notes based on the covenant limits and calculations in place at that time.
Convertible Debt
During the year ended December 31, 2019, the Company repurchased $80.7 million of the 3.75% convertible senior notes due 2020 (the “2020 Convertible Notes”) and paid accrued and unpaid interest thereon.
As of December 31, 2019, the Company’s 2020 Convertible Notes had a balance of $321.8 million outstanding, which excludes the carrying value of the conversion options recorded within additional paid-in capital of $12.3 million and the unamortized discount of $1.9 million. The discount will be amortized over the remaining term of 1.0 year. The 2020 Convertible Notes bear interest at an annual rate of 3.75%.
The 2020 Convertible Notes may be converted into cash, shares of the Company’s Common Stock or a combination thereof, in limited circumstances prior to June 15, 2020, and may be converted into such consideration at any time on or after June 15, 2020. As of December 31, 2019, the conversion rate was 66.7249 shares of the Company’s Common Stock per $1,000 principal amount of 2020 Convertible Notes, which reflects adjustments to the initial conversion rate pursuant to the terms of the applicable indenture as a result of cash dividend payments. There were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of December 31, 2019.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Credit Facility
On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo Bank, National Association as administrative agent and other lenders party thereto (the “Credit Agreement”). The Credit Agreement provided for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,” together with the Revolving Credit Facility, the “Credit Facility”). Effective December 27, 2019, the Company reduced its Revolving Credit Facility from $2.0 billion to $1.5 billion.
As of December 31, 2019, $150.0 million was outstanding under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $50.0 million. As of December 31, 2019, letters of credit outstanding were $3.9 million. Subsequent to December 31, 2019, all letters of credit outstanding were terminated.
As discussed in Note 7 –Derivatives and Hedging Activities, on January 24, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
The Revolving Credit Facility generally bears interest at an annual rate of London Interbank Offered Rate (“LIBOR”) plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (based upon the General Partner’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0%, determined on a daily basis. The Credit Facility Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to 1.75%, or Base Rate plus 0.00% to 0.75% (based upon the General Partner’s then current credit rating). In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates.
In the event of default, at the election of a majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility will terminate, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The Revolving Credit Facility terminates on May 23, 2022, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for 2 six-month extension options with respect to the Revolving Credit Facility, exercisable at the OP’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions. The outstanding Credit Facility Term Loan matures on May 23, 2023. At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a facility fee equal to 0.10% to 0.30% per annum (based upon the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the Revolving Credit Facility. The OP also incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees.
The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). The key financial covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement, include maintaining (i) a maximum leverage ratio less than or equal to 60%, (ii) a minimum fixed charge coverage ratio of at least 1.5x, (iii) a secured leverage ratio less than or equal to 45%, (iv) a total unencumbered asset value ratio less than or equal to 60% and (v) a minimum unencumbered interest coverage ratio of at least 1.75x. The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of December 31, 2019.
Note 7 –Derivatives and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The effective portion of changes in the fair value of derivatives designated that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended December 31, 2017 and 2016, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. During the year ended December 31, 2017,2019, the Company reclassified previously unrealized losses of $0.2 million from accumulated other comprehensive incomeentered into interest expense as a result of the hedged forecasted transactions affecting earnings. The Company also reclassified unrealized losses of $0.8rate swap agreements with an aggregate $900.0 million from accumulated other comprehensive income into interest expense associated with settled interest rate derivatives.
The ineffective portion of the change in fair value of the derivativesnotional amount, effective on February 6, 2019 and maturing on January 31, 2023, which were designated that qualify as cash flow hedges is recognized directly in earnings. During the year ended December 31, 2017, the Company recorded a gain of $1.6 million in earnings related to the ineffective portion of the change in fair value of derivatives designated that qualify as cash flow hedges. During the year ended December 31, 2016, the Company recorded a gain of $2.5 million in such earnings. Earnings relatedDue to the ineffective portion of the change in fair value of derivatives designated that qualify as cash flow hedges are included in gain (loss) on derivative instruments, netan improvement in the accompanying consolidated statementsCompany's credit rating during the fourth quarter of operations. The ineffectiveness is primarily attributable to2019, the designation of acquired interest rate swaps with a non-zero fair valuespread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at inception associated with a prior merger.3.59%.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
During the year ended December 31, 2017, the Company terminated six of its interest rate swaps in connection with the early repayment of mortgage loans and borrowings under the Credit Facility Term Loan, as discussed in Note 10 –Debt, and accelerated the reclassification of a portion of the amounts in other comprehensive income to earnings as a result of a portion of the hedged forecasted transactions becoming probable not to occur. A gain of $1.1 million was recorded in relation to the acceleration, which is included in gain (loss) on derivative instruments, net in the accompanying consolidated statements of operations.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $0.3 million will be reclassified from other comprehensive income as an increase to interest expense.
During the year ended December 31, 2017, loans associated with thirteen derivative instruments with an aggregate notional value of $662.4 million at2019, the respective settlement date, were repaid in full and one derivative previously designated as a cash flow hedgeCompany also entered into forward starting interest rate swaps with a total notional valueamount of $27.8$400.0 million, was de-designated as it was not probable the forecasted hedged transaction would occur. As of December 31, 2017 and December 31, 2016, the Company had the following outstanding interest rate derivatives thatwhich were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest rate risk (dollar amounts in thousands):
|
| | | | | | | | |
| Interest Rate Swaps | | December 31, 2017 | | December 31, 2016 |
| Number of Instruments | | — |
| | 14 |
|
| Notional Amount | | $ | — |
| | $ | 690,816 |
|
The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as well as their classification in the consolidated balance sheets as of December 31, 2017 and2019 (in thousands). There were no financial instruments designated as cash flow hedges as of December 31, 2016 (in thousands):2018.
|
| | | | | | |
| Derivatives Designated as Hedging Instruments | | Balance Sheet Location | | December 31, 2019 |
| Interest rate swaps | | Rent and tenant receivables and other assets, net | | $ | 250 |
|
| Interest rate swaps | | Deferred rent, derivative and other liabilities | | $ | (28,081 | ) |
|
| | | | | | | | | | |
| Derivatives Designated as Hedging Instruments | | Balance Sheet Location | | December 31, 2017 | | December 31, 2016 |
| Interest rate swaps | | Rent and tenant receivables and other assets, net | | $ | — |
| | $ | 3 |
|
| Interest rate swaps | | Deferred rent, derivative and other liabilities | | $ | — |
| | $ | (3,547 | ) |
The Company reclassified previous losses of $2.5 million, $0.3 million and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively, from accumulated other comprehensive income into interest expense as a result of the hedged transactions impacting earnings. During the year ended December 31, 2017, the Company also reclassified losses of $0.8 million from accumulated other comprehensive income into interest expense associated with settled interest rate derivatives and reclassified a gain of $1.1 million from accumulated other comprehensive income into interest expense in connection with the early termination of its interest rate swaps related to early repayment of mortgage loans and borrowings under the Credit Facility Term Loan.
During the next twelve months, the Company estimates that an additional $8.3 million will be reclassified from other comprehensive income as an increase to interest expense.
Derivatives Not Designated as Hedging Instruments
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the requirements to be classified as hedging instruments. A gain of $0.3 million for the year ended December 31, 2017 related to the change in the fair value of derivatives not designated as hedging instruments was recorded in gain (loss) on derivative instruments, net in the accompanying consolidated statements of operations. The Company recorded a loss of $0.3 million for the year ended December 31, 2016.
As discussed above, during the year ended December 31, 2017, one derivative previously designated as a cash flow hedge with a notional value of $27.8 million was de-designated as it was not probable the forecasted hedged transaction would occur. As of December 31, 2017 and December 31, 2016,2019, the Company had the following outstanding0 interest rate derivativesswaps that were not designated as qualifying hedging relationships (dollar amounts in thousands):
|
| | | | | | | | |
| Interest Rate Swap | | December 31, 2017 | | December 31, 2016 |
| Number of Instruments | | 2 |
| | 1 |
|
| Notional Amount | | $ | 78,949 |
| | $ | 51,400 |
|
The table below presents the fair value of the Company’s derivative financial instruments not designated as a hedge as well as their classification in the consolidated balance sheets as of December 31, 2017 and December 31, 20162018 (in thousands):
|
| | | | | | |
| Derivatives Not Designated as Hedging Instruments | | Balance Sheet Location | | December 31, 2018 |
| Interest rate swaps | | Rent and tenant receivables and other assets, net | | $ | 544 |
|
|
| | | | | | | | | | |
| Derivatives Not Designated as Hedging Instruments | | Balance Sheet Location | | December 31, 2017 | | December 31, 2016 |
| Interest rate swaps | | Rent and tenant receivables and other assets, net | | $ | 627 |
| | $ | 196 |
|
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
Tabular Disclosure of Offsetting Derivatives
The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 20172019 and December 31, 20162018 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Offsetting of Derivative Assets and Liabilities |
| | | Gross Amounts of Recognized Assets | | Gross Amounts of Recognized Liabilities | | Gross Amounts Offset in the Consolidated Balance Sheets | | Net Amounts of Assets Presented in the Consolidated Balance Sheets | | Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | | Financial Instruments | | Cash Collateral Received | | Net Amount |
| December 31, 2019 | | $ | 250 |
| | $ | (28,081 | ) | | $ | — |
| | $ | 250 |
| | $ | (28,081 | ) | | $ | — |
| | $ | — |
| | $ | (27,831 | ) |
| December 31, 2018 | | $ | 544 |
| | $ | — |
| | $ | — |
| | $ | 544 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 544 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Offsetting of Derivative Assets and Liabilities |
| | | Gross Amounts of Recognized Assets | | Gross Amounts of Recognized Liabilities | | Gross Amounts Offset in the Consolidated Balance Sheets | | Net Amounts of Assets Presented in the Consolidated Balance Sheets | | Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | | Financial Instruments | | Cash Collateral Received | | Net Amount |
| December 31, 2017 | | $ | 627 |
| | $ | — |
| | $ | — |
| | $ | 627 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 627 |
|
| December 31, 2016 | | $ | 199 |
| | $ | (3,547 | ) | | $ | — |
| | $ | 199 |
| | $ | (3,547 | ) | | $ | — |
| | $ | — |
| | $ | (3,348 | ) |
Credit Risk Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision specifying that if the Company either defaults or is capable of being declared in default on any of its indebtedness, the Company could also be declared in default on its derivative obligations.
As of December 31, 2017,2019, the Company has not posted any collateral related to these agreements and was not in breach of any provisions in these agreements. If the Company had breached any of these provisions,agreements, it could have been required to settle its obligations under the agreements at their aggregate termination value of $0.6$28.2 million at December 31, 2017.2019.
Note 12 8 – Supplemental Cash Flow Disclosures
Supplemental cash flow information was as follows for the years ended December 31, 2017, 20162019, 2018 and 20152017 (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Supplemental disclosures: | | | | | | |
| Cash paid for interest | | $ | 281,490 |
| | $ | 267,400 |
| | $ | 260,951 |
|
| Cash paid for income taxes | | $ | 5,019 |
| | $ | 5,589 |
| | $ | 11,280 |
|
| Cash received from federal income tax refund | | $ | — |
| | $ | 2,939 |
| | $ | 16,686 |
|
| Non-cash investing and financing activities: | | | | | | |
| Accrued capital expenditures, tenant improvements and real estate developments | | $ | 13,412 |
| | $ | 12,648 |
| | $ | 6,578 |
|
| Accrued deferred financing costs | | $ | 1,100 |
| | $ | 67 |
| | $ | — |
|
| Real estate contributions to Industrial Partnership | | $ | 29,577 |
| | $ | — |
| | $ | — |
|
| Distributions declared and unpaid | | $ | 150,365 |
| | $ | 148,383 |
| | $ | 149,768 |
|
| Distributions payable relinquished | | $ | 12,522 |
| | $ | — |
| | $ | — |
|
| Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure | | $ | 19,525 |
| | $ | 16,200 |
| | $ | 100,388 |
|
| Mortgage notes payable assumed in real estate disposition | | $ | — |
| | $ | — |
| | $ | 66,000 |
|
| Real estate investments received from a ground lease expiration and other lease related transactions | | $ | 3,800 |
| | $ | 1,386 |
| | $ | 259 |
|
| Real estate investments received from a property-related legal settlement | | $ | — |
| | $ | — |
| | $ | 775 |
|
| Establishment of right-of-use assets and lease liabilities | | $ | 236,286 |
| | $ | — |
| | $ | — |
|
| Nonmonetary exchanges: | | | | | | |
| Exchange of real estate investments | | $ | 8,900 |
| | $ | — |
| | $ | 50,204 |
|
| Real estate investments relinquished and gain on disposition | | $ | — |
| | $ | — |
| | $ | (47,474 | ) |
| Rent and tenant receivables, intangible lease liability and other assets, net | | $ | — |
| | $ | — |
| | $ | (2,511 | ) |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Supplemental Disclosures: | | | | | | |
| Cash paid for interest | | $ | 260,951 |
| | $ | 317,170 |
| | $ | 343,854 |
|
| Cash paid for income taxes | | $ | 11,280 |
| | $ | 20,279 |
| | $ | 14,179 |
|
| Cash received from federal income tax refund | | $ | 16,686 |
| | $ | — |
| | $ | — |
|
| Non-cash investing and financing activities: | | | | | | |
| Accrued capital expenditures and real estate developments | | $ | 6,578 |
| | $ | 7,701 |
| | $ | 1,499 |
|
| Accrued deferred financing costs | | $ | — |
| | $ | 3 |
| | $ | — |
|
| Distributions declared and unpaid | | $ | 149,768 |
| | $ | 149,281 |
| | $ | 133,817 |
|
| Accrued equity issuance costs | | $ | — |
| | $ | 9 |
| | $ | — |
|
| Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure | | $ | 100,388 |
| | $ | 38,050 |
| | $ | 53,798 |
|
| Mortgage notes payable assumed in real estate disposition | | $ | 66,000 |
| | $ | 55,000 |
| | $ | 425,021 |
|
| Real estate investments received from a ground lease expiration | | $ | 259 |
| | $ | — |
| | $ | — |
|
| Real estate investments received from a property-related legal settlement | | $ | 775 |
| | $ | — |
| | $ | — |
|
| Nonmonetary Exchanges: | | | | | | |
| Real estate investments received | | $ | 50,204 |
| | $ | — |
| | $ | — |
|
| Real estate investments relinquished and gain on disposition | | $ | (47,474 | ) | | $ | — |
| | $ | — |
|
| Rent and tenant receivables, intangible lease liability and other assets, net | | $ | (2,511 | ) | | $ | — |
| | $ | — |
|
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
Note 13 9 – Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31, 20172019 and December 31, 20162018 (in thousands):
|
| | | | | | | | |
| | | December 31, 2019 | | December 31, 2018 |
| Accrued interest | | $ | 31,925 |
| | $ | 43,916 |
|
Accrued legal fees and litigation settlements | | 25,571 |
| | 32,715 |
|
| Accrued real estate and other taxes | | 25,320 |
| | 25,208 |
|
| Accounts payable | | 1,779 |
| | 2,673 |
|
| Accrued other | | 41,725 |
| | 41,099 |
|
| Total | | $ | 126,320 |
| | $ | 145,611 |
|
|
| | | | | | | | |
| | | December 31, 2017 | | December 31, 2016 |
| Accrued interest | | $ | 47,116 |
| | $ | 43,188 |
|
| Accrued real estate taxes | | 26,131 |
| | 38,433 |
|
| Accrued legal fees | | 30,854 |
| | 17,827 |
|
| Accounts payable | | 2,570 |
| | 4,524 |
|
| Accrued other | | 29,803 |
| | 30,889 |
|
| Total | | $ | 136,474 |
| | $ | 134,861 |
|
Note 1410 – Commitments and Contingencies
Litigation
The Company is involved in various routine legal proceedings and claims incidental to the ordinary course of its business. There are no material legal proceedings pending against the Company, except as follows:
Government Investigations and Litigation Relating to the Audit Committee Investigation
As previously reported, on October 29, 2014, the Company filed a Current Report on Form 8-K (the “October 29 8-K”) reporting the Audit Committee’s conclusion, based on the preliminary findings of its investigation, that certain previously issued consolidated financial statements of the Company, including those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, and related financial information should no longer be relied upon. The Company also reported that the Audit Committee had based its conclusion on the preliminary findings of its investigation into concerns regarding accounting practices and other matters that were first reported to the Audit Committee in early September 2014 and that the Audit Committee believed that an error in the calculation of adjusted funds from operations for the first quarter of 2014 had been identified but intentionally not corrected when the Company reported its financial results for the three and six months ended June 30, 2014. Prior to the filing of the October 29 8-K, the Audit Committee previewed for the SEC the information contained in the filing. Subsequent to that filing, the SEC provided notice that it had commenced a formal investigation and issued subpoenas calling for the production of various documents. In addition, the United States Attorney’s Office for the Southern District of New York contacted counsel for the Audit Committee and counsel for the Company with respect to this matter, and the Secretary of the Commonwealth of Massachusetts issued a subpoena calling for the production of various documents. The Company has been cooperating with these regulators in their investigations.
In connection with these investigations, on September 8, 2016, the United States Attorney’s Office for the Southern District of New York announced the filing of criminal charges against the Company’s former Chief Financial Officer (the “Former CFO”) and former Chief Accounting Officer (the “Criminal Action”), as well as the fact that the former Chief Accounting Officer pleaded guilty to the charges filed. Also on September 8, 2016, the SEC announced the filing of a civil complaint against the same two2 individuals in the United States District Court for the Southern District of New York (the “SEC Civil Action”).York. On June 30, 2017, following a jury trial, the former Chief Financial OfficerFormer CFO was convicted of the charges filed. Both the former Chief Accounting Officer and the former Chief Financial OfficerFormer CFO have entered into settlement agreements with the SEC resolving the charges brought against them.
The United States Attorney’s Office has indicated that it does not intend to bring criminal charges against the Company arising from its investigation. In addition, the Company has not been in contact with the Massachusetts regulator since June 2015 and believes the investigation is concluded. On November 18, 2019, the Company announced it had reached agreement with the staff of the Enforcement Division of the SEC on the material terms of a negotiated resolution relating to the SEC's investigation of the matters disclosed in the Company's October 29 8-K. The agreement with the SEC staff, which is subject to documentation and approval by the SEC's Commissioners, includes payment of $8.0 million as a civil penalty.
As discussed below, the Company and certain of its former officers and directors have beenwere named as defendants in a number of lawsuits filed following the October 29 8-K, including class actions, derivativeindividual actions and individualderivative actions seeking money damages and other relief under the federal securities laws and state laws in both federal and state courts in New York, Maryland and Arizona.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
Between October 30, 2014 and January 20, 2015, the Company and certain of its former officers and directors, among other individuals and entities, were named as defendants in ten10 securities class action complaints filed in the United States District Court for the Southern District of New York. The court consolidated these actions under the caption In re American Realty Capital Properties, Inc. Litigation, No. 15-MC-00040 (AKH) (the “SDNY Consolidated Securities Class“Class Action”). The plaintiffs filed a second amended class action complaint on December 11, 2015, which asserted claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. Certain defendants, including the Company and the OP, filed motions to dismiss the second amended class action complaint (or portions thereof), which were granted in part and denied in part by the court. The Company and the OP answered the second amended class action complaint on July 29, 2016. On September 8,30, 2016, the court issued an order directing plaintiffs to filefiled a third amended complaint to reflect certain prior rulings by the court. The third amended complaint was filed on September 30, 2016 and the defendants were not requiredcourt in connection with various motions to file new answers. Discovery is ongoing. Plaintiffs in the SDNY Consolidated Securities Class Action filed a motion for class certification and a hearing on the motion was held on August 24, 2017.dismiss. On August 31, 2017, the court issued ordersan order granting plaintiffs’ motion for class certification and granting summary judgment to defendants with respect to one of plaintiffs’ claims under Section 11 of the Securities Act of 1933. The defendants filedcertification. Defendants’ petitions seeking leave to appeal the court’s order granting class certification which were denied on January 24, 2018. A status conferenceOn September 8, 2019, the Company, along with the other parties to the Class Action, signed a Memorandum of Understanding (“MOU”) providing for the settlement of the Class Action, and on September 30, 2019, the parties entered into a Stipulation of Settlement (the “Class Action Settlement”) consistent with the terms of the MOU. Pursuant to the Class Action Settlement, certain defendants agreed to pay in the aggregate $1.025 billion, comprised of contributions from the principals of the Company's former external manager, ARC Properties Advisors, LLC, (the “Former Manager”) totaling $225.0 million, $12.5 million from the Company’s Former CFO, $49.0 million from the Company’s former auditor, and the balance of $738.5 million from the Company, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the year ended December 31, 2019. The contribution from the Company’s Former Manager is inclusive of the value of substantially all of the Limited Partner OP Units and dividends surrendered to the Company in July 2019 as a result of a settlement by the Former Manager and certain of its principals with the SEC, totaling approximately $32.0 million, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the year ended December 31, 2019. The Class Action Settlement does not contain any admission of liability, wrongdoing or responsibility by any of the parties. The Class Action Settlement was approved by the court is scheduled for June 11, 2018.on January 21, 2020, and a final judgment dismissing the Class Action was entered on January 22, 2020.
The Company, certain of its former officers and directors, and the OP, among others, havewere also been named as defendants in additional13 individual securities fraud actions filed in the United States District Court for the Southern District of New York: Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 15-cv-307;15-cv-307 (the “Jet Capital Action”); Twin Securities, Inc. v. American Realty Capital Properties, Inc., et al., No. 15-cv-1291; HG Vora Special Opportunities Master Fund, Ltd v. American Realty Capital Properties, Inc., et al., No. 15-cv-4107; BlackRock ACS US Equity Tracker Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08464; PIMCO Funds: PIMCO Diversified Income Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08466; Clearline Capital Partners LP, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08467; Pentwater Equity Opportunities Master Fund Ltd., et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08510; Archer Capital Master Fund, et al. v. American Realty Capital Properties, Inc. et al, No. 16-cv-05471; Atlas Master Fund et al. v. American Realty Capital Properties, Inc. et al., No. 16-cv-05475; Eton Park Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 16-cv-09393; Reliance Standard Life Insurance Company, et al, v. American Realty Capital Properties, Inc. et al, No. 17-cv-02796; and Fir Tree Capital Opportunity Master Fund, L.P. et al. v. American Realty Capital Properties, Inc. et al., No. 17-cv-04975 (the “Fir Tree Action”)17-cv-04975; and Cohen & Steers Institutional Realty Shares, Inc. et al v. American Realty Capital Properties, Inc. et al., No. 18-cv-06770, (collectively, the “Opt-Out Actions”). The Opt-Out Actions assertasserted claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. Discovery inThe Company entered into a series of agreements dated September 30 through October 26, 2018, to settle all of the Opt-Out Actions is being coordinated with discovery inother than the SDNY Consolidated Securities Class Action.Jet Capital Action (the “Opt-Out Settlement Agreements”), which were brought by plaintiffs holding shares of common stock and swaps referencing common stock representing approximately 18.0% of VEREIT’s outstanding shares of common stock held at the end of the period covered by the litigations, for an aggregate payment of $127.5 million. The Opt-Out Settlement Agreements contain mutual releases by both plaintiffs and the Company and do not contain any admission of liability, wrongdoing or responsibility by any of the parties.
On October 27, 2015, the Company and certain of its former officers, among others, were also named as defendants in an individual securities fraud action filed in the United States District Court for the District of Arizona, captioned Vanguard Specialized Funds, et al. v. VEREIT, Inc. et al., No. 15-cv-02157 (the “Vanguard Action”). The Vanguard Action assertsasserted claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. On January 21, 2016,June 7, 2018, the Company filedentered into a motionSettlement Agreement and Release (the “Vanguard Settlement Agreement”) to transfersettle the Vanguard Action for a payment of $90.0 million. The Vanguard Settlement Agreement contains mutual releases by Plaintiffs and the Company, and does not contain any admission of liability, wrongdoing or responsibility by any of the parties. Vanguard’s holdings accounted for approximately 13.0% of the Company’s outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
In addition to the United States Districtsettlement of the Opt-Out Actions and the Vanguard Action discussed above, between February 5, 2019 and April 5, 2019, the Company entered into a series of agreements to settle claims with shareholders who decided not to participate as class members in the Class Action. Pursuant to the terms of these settlement agreements, the shareholders released all claims that were the subject matter of the Class Action and the Company made payments totaling $27.9 million.
On June 24, 2019, the Company and certain of its former officers were named as defendants in an individual action filed in the Supreme Court forof the Southern DistrictState of New York captioned Lakewood Capital Partners, L.P. v. American Realty Capital Properties, Inc., et al., Index No. 653676/2019 (the “Lakewood Action”), alleging claims of common law fraud arising out of allegedly false and a motionmisleading statements similar to dismissthose that were the complaint. subject of the Class Action.
On September 29, 2016,6 and September 9, 2019, the courtCompany entered an order denying the Company’s motion to transferinto settlement agreements and granting in part and denying in part the Company’s motion to dismiss. The Company filed an answerreleases similar to the complaint on November 4, 2016. DiscoveryOpt-Out Settlement Agreements to settle the only 2 remaining opt-out actions - the Jet Capital Action and the Lakewood Action - for a total of $27.0 million, which is ongoingincluded in litigation and in large part is being coordinated with discoverynon-routine costs, net in the SDNY Consolidated Securities Action.accompanying consolidated statements of operations for the year ended December 31, 2019.
The Company was also named as a nominal defendant, and certain of its former officers and directors were named as defendants, in shareholder derivative actions filed in the United States District Court for the Southern District of New York: Witchko v. Schorsch, et al., No. 15-cv-06043 (the “Witchko Action”); and Serafin, et al. v. Schorsch, et al., No. 15-cv-08563 (the “Serafin Action”). The court consolidated the Witchko Action and the Serafin Action (together “the SDNYthe “SDNY Derivative Action”) and the plaintiffs designated the complaint filed in the Witchko Action as the operative complaint in the SDNY Derivative Action. The SDNY Derivative Action seekssought money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty, among other claims. On February 12, 2016,In conjunction with entering into the Class Action Settlement, the Company and other defendants filed a motionentered into an agreement to dismissresolve the claims asserted in the SDNY Derivative Action, due to plaintiffs’ failure to plead facts demonstrating thatas well as the Board’s decision to refuse plaintiffs’ pre-suit demands was wrongfulclaims asserted in the Frampton Action, the Kosky Action, and not a protected business judgment.the Meloche Action (each as defined below) (the “Derivative Settlement”). On June 9, 2016,January 21, 2020, the court granted in partfinal approval of the settlement, and denied in part the Company’s and other defendants’ motions to dismiss. Plaintiffs filed an amended complaint on June 30, 2016, and the Company and other defendants filed answers to the amended complaint on July 22, 2016. Discovery in the Witchko Action is being coordinated with discovery ina final judgment dismissing the SDNY Consolidated Securities Class Action.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Derivative Action was entered on January 22, 2020.
On December 3, 2015, the Company was named as a nominal defendant and certain of its former officers and directors were named as defendants in a shareholder derivative action filed in the Circuit Court for Baltimore City in Maryland, Frampton v. Schorsch, et al., No. 24-C-15-006269 (the “Frampton Action”). The Frampton Action seekssought money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty and contribution and indemnification. By order dated November 4, 2016, the Frampton Action was stayed pending resolution of the SDNY Derivative Action. On January 31, 2020, the plaintiff in the Frampton Action filed a notice dismissing the Frampton Action with prejudice.
On June 10, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in the Supreme Court of the State of New York, Kosky v. Schorsch, et al., No. 653093/2016 (the “Kosky Action”). The Kosky Action seekssought money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty, negligence, and breach of contract. On October 6, 2016, the parties filed a stipulation staying the Kosky Action until resolution of the SDNY Consolidated Securities Class Action. In light of the release of claims in the Derivative Settlement, the Company expects that the parties in the Kosky Action will jointly seek to dismiss the Kosky Action with prejudice.
On October 6, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in the United States District Court for the District of Maryland, captioned Meloche v. Schorsch, et al., 16-cv-03366 (the “Meloche Action”). An amended complaint was filed on January 17, 2017. The Meloche Action seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty and negligence. By order dated May 16, 2017, the Meloche Action was stayed until resolution of the SDNY Derivative Action.
The Company has not reserved amounts for anyAction, and by order dated October 25, 2019, the stay was continued. In light of the litigation or investigation matters discussed above either because it has not concluded that a loss is probablerelease of claims in the particular matter or because for some matters, it believesDerivative Settlement, the Company expects that a loss is probable but that any probable loss or reasonably possible range of loss is not reasonably estimable at this time. The Company is currently unablethe parties in the Meloche Action will jointly seek to reasonably estimate a range of reasonably possible loss because these matters involve significant uncertainties, includingdismiss the complexity of the facts, the legal theories and the nature of the claims, as well as the methodology for determining damages. The ultimate resolution of these matters, the timing and substance of which is unknown, may materially impact the Company’s business, financial condition, liquidity and results of operations.Meloche Action with prejudice.
Cole Litigation Matter
In December 2013, Realistic Partners filed a putative class action lawsuit against the Company and the then-members of its board of directors in the Supreme Court for the State of New York, captioned Realistic Partners v. American Realty Capital Partners, et al., No. 654468/2013. Cole was later added as a defendant. The plaintiff alleged, among other things, that the board of the Company breached its fiduciary duties in connection with the transactions contemplated under the agreement and plan of merger with Cole Merger Agreement (in connection with the merger between a wholly owned subsidiary of Cole and Cole Holdings Corporation) and that Cole aided and abetted those breaches.Real Estate Investments, Inc. In January 2014, the parties entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of the Company’s stockholders. The proposed settlement terms required the Company to make certain additional disclosures related to the Cole Merger,this merger, which were included in a Current Report on Form 8-K filed by the Company with the SEC on
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
January 17, 2014. The memorandum of understanding also contemplated that the parties would enter into a stipulation of settlement, which would be subject to customary conditions, including confirmatory discovery and court approval following notice to the Company’s stockholders, and provided that the defendants would not object to a payment of up to $625,000 for attorneys’ fees. If the parties enter into a stipulation of settlement, which has not occurred, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding.
Purchase Commitments
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Contractual Lease Obligations
The following table reflects the minimum base rent payments due frombusiness, the Company over the next five years and thereafter for certain ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations (in thousands):
|
| | | | | | | | |
| | | Future Minimum Base Rent Payments |
| | | Ground Leases | | Office Leases |
| 2018 | | $ | 14,523 |
| | $ | 4,394 |
|
| 2019 | | 14,467 |
| | 4,359 |
|
| 2020 | | 14,350 |
| | 4,389 |
|
| 2021 | | 13,721 |
| | 4,368 |
|
| 2022 | | 13,935 |
| | 4,419 |
|
| Thereafter | | 211,514 |
| | 3,995 |
|
| Total | | $ | 282,510 |
| | $ | 25,924 |
|
Purchase Commitments
Cole Capital enters into various types of commitments to purchase and sale agreements and deposits funds into escrow towards the purchase of real estate assets, most of whichproperties. These commitments are expected to be assigned to one of the Cole REITs at or priorgenerally subject to the closingCompany’s customary due diligence process and, accordingly, a number of specific conditions must be met before the respective acquisition. As of December 31, 2017, Cole Capital was a party to 13 purchase and sale agreements with unaffiliated third-party sellersCompany is obligated to purchase a 100% interest in 13 properties, subject to meeting certain criteria, for an aggregate purchase price of $209.0 million, exclusive of closing costs. As of December 31, 2017, Cole Capital had $4.8 million of property escrow deposits held by escrow agents in connection with these future property acquisitions, which may be forfeited if the transactions are not completed under certain circumstances. Cole Capital will be reimbursed by the assigned Cole REIT for amounts escrowed when the property is assigned to the respective Cole REIT.properties.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect on the results of operations.
Note 1511 - Leases
Lessor
The Company is the lessor for its 3,858 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.08 years to 25.1 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets.
The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Fixed: | | | | | | |
| Cash rent | | $ | 1,102,538 |
| | $ | 1,121,482 |
| | $ | 1,110,983 |
|
| Straight-line rent | | 28,032 |
| | 39,772 |
| | 46,968 |
|
| Lease intangible amortization | | (2,538 | ) | | (4,178 | ) | | (5,366 | ) |
| Property operating cost reimbursements | | 5,559 |
| | 5,375 |
| | 3,056 |
|
Sub-lease (1) | | 21,496 |
| | 16,178 |
| | 16,383 |
|
| Total fixed |
| 1,155,087 |
| | 1,178,629 |
|
| 1,172,024 |
|
| | | | | | | |
Variable (2) |
| 81,310 |
|
| 78,179 |
|
| 78,699 |
|
| Income from direct financing leases | | 837 |
| | 1,059 |
| | 1,562 |
|
| Total rental revenue |
| $ | 1,237,234 |
|
| $ | 1,257,867 |
|
| $ | 1,252,285 |
|
| |
| (1) | The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. |
| |
| (2) | Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2019 (in thousands). These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes.
|
| | | | | | | | |
| | | Future Minimum Operating Lease Payments | | Future Minimum
Direct Financing Lease Payments (1) |
| 2020 | | $ | 1,066,215 |
| | $ | 2,215 |
|
| 2021 | | 1,035,373 |
| | 2,095 |
|
| 2022 | | 966,765 |
| | 2,006 |
|
| 2023 | | 889,768 |
| | 1,646 |
|
| 2024 | | 811,274 |
| | 590 |
|
| Thereafter | | 4,675,575 |
| | 824 |
|
| Total | | $ | 9,444,970 |
| | $ | 9,376 |
|
| |
| (1) | Related to22 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. |
Lessee
The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.2 years to 79.6 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.3 years as of December 31, 2019. Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of December 31, 2019. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments.
The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table presents the lease expense components for the year ended December 31, 2019 (in thousands):
|
| | | | |
| | | Year Ended December 31, 2019 |
Operating lease cost (1) | | $ | 24,392 |
|
Sublease income (2) | | $ | (21,496 | ) |
| |
| (1) | NaN cash paid for operating lease liabilities was capitalized. |
| |
| (2) | The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. |
Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.1 million and operating lease liabilities by $2.6 million, for non-cash activity related to additions, dispositions and lease modifications during the year ended December 31, 2019.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of December 31, 2019 (in thousands).
|
| | | | |
| | | Future Minimum Lease Payments |
| 2020 | | $ | 22,287 |
|
| 2021 | | 22,284 |
|
| 2022 | | 22,122 |
|
| 2023 | | 21,695 |
|
| 2024 | | 21,132 |
|
| Thereafter | | 225,457 |
|
| Total | | 334,977 |
|
| Less: imputed interest | | 113,916 |
|
| Total | | $ | 221,061 |
|
The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2018, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (in thousands), which excluded certain ground leases under which the Company's sub-tenants are responsible for paying the rent under these leases directly to the ground lessor.
|
| | | | |
| | | Future Minimum Lease Payments |
| 2019 | | $ | 18,479 |
|
| 2020 | | 18,191 |
|
| 2021 | | 17,929 |
|
| 2022 | | 18,118 |
|
| 2023 | | 17,772 |
|
| Thereafter | | 196,670 |
|
| Total | | $ | 287,159 |
|
Note 12 – Equity
Common Stock and General Partner OP Units
The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of December 31, 2017,2019, the General Partner had approximately 974.2 million1.1 billion shares of Common Stock issued and outstanding.
Additionally, the Operating Partnership had approximately 974.2 million1.1 billion General Partner OP Units issued and outstanding as of December 31, 2017,2019, corresponding to the General Partner’s outstanding shares of Common Stock.
Common Stock OfferingsOffering
On August 10, 2016,September 26, 2019, the Company issued 69.0completed a public equity offering (the "Offering"), selling a total of 94.3 million shares of Common Stock, in a public offeringwhich included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering costs,expenses, of $702.5 million, which were used$886.9 million. The Company contributed the net proceeds from the Offering to the OP in part to repay the 2016 Term Loan and amounts under the Credit Facility. Concurrently, the Operating Partnership issued the General Partner 69.0 millionexchange for additional General Partner OP Units.Units, which have substantially identical economic terms as the Company’s common stock. The net proceeds of the Offering were subsequently used to pay amounts owed in connection with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes.
Common Stock Continuous Offering ProgramPrograms
On September 19, 2016, the Company registered a continuous equity offering program (the “Program”“Prior Program”) pursuant to which the Company cancould offer and sell, from time to time, through September 19, 2019 in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year ended December 31, 2017, no2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for net proceeds of $41.8 million. Prior to 2019, 0 shares of Common Stock havehad been issued pursuant to the Prior Program.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
PreferredOn April 15, 2019, the Company established a new continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions ( the “Current ATM Program”). The Current ATM Program replaced the Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and Preferred OP Unitsrepurchasing or repaying outstanding indebtedness. As of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available to be sold under the Current ATM Program.
Series F Preferred Stock
As of December 31, 2017, there were approximately 42.8 million shares of and Series F Preferred Stock (and approximately 42.8 million corresponding General Partner Series F Preferred Units) and 86,874 Limited Partner Series F PreferredOP Units issued and outstanding.
The Series F Preferred Stock pays cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). The Series F Preferred Stock iswas not redeemable by the Company before January 3, 2019, the fifth anniversary of the date on which such Series F Preferred Stock was issued (the “Initial Redemption Date”), except under circumstances intended to preserve the General Partner’s status as a REIT for federal and/or state income tax purposes and except upon the occurrence of a change of control. On and after the Initial Redemption Date, the General Partner may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the General Partner redeems or otherwise repurchases them or they become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred Stock trades on the NYSE under the symbol “VER PRF”.VER PRF. The Series F Preferred Units contain the same terms as the Series F Preferred Stock.
During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, in 2 separate transactions, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends.
As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding.
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nontaxablenondividend distributions. NontaxableNondividend distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the Series F Preferred Stock distributions paid on a percentage basis for the years ended December 31, 2017, 20162019, 2018 and 2015:2017:
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Ordinary dividends | | 71.7 | % | | 100.0 | % | | 95.0 | % |
| Capital gain distributions | | 28.3 | % | | — | % | | 5.0 | % |
| Total | | 100.0 | % |
| 100.0 | % |
| 100.0 | % |
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Ordinary dividends | | 95.0 | % | | 95.0 | % | | 75.9 | % |
| Nondividend distributions | | — | % | | — | % | | — | % |
| Capital gain distributions | | 5.0 | % | | 5.0 | % | | 24.1 | % |
| Total | | 100 | % | | 100 | % | | 100 | % |
Limited Partner OP Units
As of each December 31, 2017 and December 31, 2016,2019 the Operating Partnership had approximately 23.750.8 million Limited Partner OP Units outstanding.
AsOn July 16, 2019, the SEC filed a complaint in United States District Court for the Southern District of December 31, 2017,New York charging the Company’s Former Manager (including certain of its principals) with securities law violations for, among other things, wrongfully obtaining certain incentive fees in connection with mergers entered into by the Company has received redemption requests totaling approximately 13.1in 2013 and 2014. Simultaneously with the filing of the complaint, the parties entered into proposed settlement agreements, without admitting or denying the allegations of the complaint, pursuant to which 2.9 million Limited Partner OP Units from certain affiliates ofwere surrendered by the Former Manager which would have been redeemable for a corresponding number of shares of Common Stock.and the Former CFO to the Company. The Company believes it has potential claims against recipientsrecorded the surrender of those OP Units and has engaged in discussions with affiliates of the Former Manager regarding the redemption requests. Pending any resolution, the Company does not currently intend to satisfy any of the redemption requests. In light of the potential claims, since October 15, 2015, the OP has not paid distributions in respect of a substantial portion of the outstanding Limited Partner OP Units whenas a reduction to litigation and non-routine costs, net, of $26.5 million, using a per share price of $9.08, during the Common Stocksecond quarter of 2019. In addition to surrendering the 2.9 million Limited Partner OP Units, the Former Manager and the Former CFO relinquished any rights to $6.4 million of dividends on those units, which the Company had withheld payment of since October 2015. The court
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
approved the settlements on July 17, 2019 and the Limited Partner OP Units were otherwise paid.subsequently canceled on July 26, 2019. As discussed in Note 10 – Commitments and Contingencies, the contribution to the Class Action Settlement by the Company’s Former Manager included the value of substantially all of these surrendered Limited Partner OP Units and dividends.
During the fourth quarter of 2019, the Former Manager and Former CFO surrendered an aggregate of 19.9 million Limited Partner OP Units to the Company to fund a portion of their contributions toward the Class Action Settlement. On October 15, 2019, the Company contributed cash to the settlement fund equal to the value of the surrendered Limited Partner OP Units and the surrendered Limited Partner OP Units were canceled. The Company reduced additional paid-in capital, distributions payable and non–controlling interests in the accompanying financial statements of VEREIT, Inc. for both of the above-mentioned transactions and made a corresponding reduction in distributions payable, General Partner's common equity and Limited Partner's common equity in the accompanying financial statements of the OP. Refer to Note 10 – Commitments and Contingencies for additional information.
Common Stock Dividends
The Company declared quarterly dividends to stockholders of record each quarter from the thirdfirst quarter of the year ended December 31, 20152017 through the third quarter of the year ended December 31, 20172019 of $0.1375 per share of common stockCommon Stock (representing an annualized dividend rate of $0.55 per share). The Company’s boardBoard of directorsDirectors declared a quarterly cash dividend of $0.1375 per share of common stockCommon Stock (equaling an annualized dividend rate of $0.55 per share) for the fourth quarter of 20172019 on November 7, 20175, 2019 to stockholders of record as of December 31, 2017,2019, which was paid on January 16, 2018.15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP unit.
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nontaxablenondividend distributions. NontaxableNondividend distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the common stockCommon Stock distributions paid on a percentage basis for the years ended December 31, 2017, 20162019, 2018 and 2015:
2017:
F-55 |
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Ordinary dividends | | 45.0 | % | | 13.8 | % | | 60.0 | % |
| Nondividend distributions | | 37.2 | % | | 86.2 | % | | 37.0 | % |
| Capital gain distributions | | 17.8 | % | | — | % | | 3.0 | % |
| Total | | 100.0 | % |
| 100.0 | % |
| 100.0 | % |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Ordinary dividends | | 60.0 | % | | 95.0 | % | | 75.9 | % |
| Nondividend distributions | | 37.0 | % | | — | % | | — | % |
| Capital gain distributions | | 3.0 | % | | 5.0 | % | | 24.1 | % |
| Total | | 100 | % | | 100 | % | | 100 | % |
Share Repurchase ProgramPrograms
On May 12, 2017,3, 2018, the Company’s boardBoard of directorsDirectors terminated its prior share repurchase program and authorized a new program (the “2018 Share Repurchase Program”) that permitted the Company to repurchase of up to $200.0 million of the Company’sits outstanding Common Stock over the subsequent 12 months,through May 3, 2019, as market conditions warrantwarranted. On May 6, 2019, the Company’s Board of Directors authorized a new share repurchase program (the “Share“2019 Share Repurchase Program”). Repurchases may that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The Share Repurchase Program doesshare repurchase programs do not obligate the Company to make any repurchases at a specific time or in a specific situation. Repurchasessituation and repurchases are subject toinfluenced by prevailing market conditions, the trading price of the stock,Common Stock, the Company’s financial performance and other conditions. During the year ended December 31, 2017, the Company repurchased 68,759 shares of Common Stock in multiple open market transactions for $0.5 million as part of the Share Repurchase Program, which are currently deemed to be authorized but unissued shares of Common Stock. Additional sharesShares of Common Stock repurchased by the Company under the Share Repurchase Program,share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock.
Common Stock Repurchases to Settle Tax Obligations
Under the General Partner’s Equity Plan (defined below), individuals have the option to have the General Partner repurchase shares vesting from awards madeThere were 0 share repurchases under the Equity Plan in order to satisfy2018 Share Repurchase Program or 2019 Share Repurchase Program during the minimum federal and state tax withholding obligations.year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2017,2018, the General PartnerCompany repurchased 268,5500.8 million shares to satisfyof Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price of $5.6 million under the federal and state tax withholding obligations on behalf of employees.2018 Share Repurchase Program.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 16 –13– Equity-based Compensation
Equity PlanPlans
The General Partner has adopted an equity plan (the “Equity Plan”),Equity Plan, which provides for the grant of stock options (“Stock Options”), stock appreciation rights, restricted shares of Common Stock (“Restricted Shares”),Shares, restricted stock units (“Restricted Stock Units”), deferred stock units (“Deferred Stock Units”), dividend equivalent rights and other stock-based awards to the General Partner’s and its affiliates’ non-executive directors, officers, and other employees and advisors or consultants who provide services to the General Partner or its affiliates. To date,Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the General Partner has granted fully vested shares of Common Stock, Restricted Shares, Restricted Stock Units and Deferred Stock Units under the Equity Plan.requisite service period. Restricted Shares provide for rights identical to those of Common Stock. Restricted Stock Units do not provide for any rights of a common stockholder prior to the vesting of such Restricted Stock Units. In accordance with U.S. GAAP, Restricted Shares are considered issued and outstanding. As is the case when fully vested shares of Common Stock are issued from the Equity Plan, for each Restricted Share awarded under the Equity Plan, the Operating Partnership issues a General Partner OP Unit to the General Partner with identical terms. Upon vesting or settlement of Restricted Stock Units or Deferred Stock Units, respectively, the Operating Partnership issues a General Partner OP Unit to the General Partner for each share of Common Stock issued as a result of such vesting.
The General Partner has authorized and reserved a total number of shares equal to 10.0% of the total number of issued and outstanding shares of Common Stock (on a fully diluted basis assuming the redemption of all OP Units for shares of Common Stock) to be issued at any time under the Equity Plan for equity incentive awards. As of December 31, 2017,2019, the General Partner had cumulatively awarded under its Equity Plan approximately 16.4 million shares of Common Stock, which was comprised of 4.0 million Restricted Shares, net of the forfeiture of 3.7 million Restricted Shares through that date, 4.26.4 million Restricted Stock Units, net of the forfeiture/cancellation of 1.22.0 million Restricted Stock Units through that date, and 0.30.6 million Deferred Stock Units, collectively representing approximately 8.5and 5.4 million sharesStock Options, net of Common Stock.forfeiture/cancellation/exercise of 0.2 million Stock Options through that date. Accordingly, as of such date, approximately 91.396.6 million additional shares were available for future issuance.
Duringissuance, excluding the year endedeffect of the 5.4 million Stock Options. As of December 31, 2015,2019, a total of 45,000 shares had been awarded under the General Partner awarded 5,634 shares of Common Stock. The fair valuenon-executive director restricted share plan out of the awards was determined using the closing stock price on the grant date and expensed in full on the grant date. The Company recorded $0.1 million of compensation expense related to the awards99,000 shares reserved for the year ended December 31, 2015. No such shares of Common Stock were awarded during the years ended December 31, 2017 and 2016.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
issuance.
Restricted Shares
The Company has issued Restricted Shares to certain employees and non-executive directors beginning in 2011. In addition, the Company issued Restricted Shares to employees of affiliates of the Former Manager prior to 2015. The fair value of the Restricted Shares granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis. The fair value of Restricted Shares granted to non-executive directors and employees of affiliates of the Former Manager under the Equity Plan was measured based upon the fair value of goods or services received or the equity instruments granted, whichever was more reliably determinable, and was expensed in full at the date of grant.
During the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company recorded $2.0$0.1 million, $2.7$0.6 million and $3.9$2.0 million, respectively, of compensation expense related to the Restricted Shares. As ofDuring the year ended December 31, 2017,2019, all 71,000 of the Restricted Shares vested. As such, there was $0.7 million of0 further unrecognized compensation expense related to the Restricted Shares with a weighted-average remaining termas of 1.2 years.December 31, 2019.
The following table details the activity of the Restricted Shares during the year ended December 31, 2017:2019:
|
| | | | | | | |
| | | Restricted Shares | | Weighted-Average Grant Date Fair Value |
| Unvested shares, December 31, 2018 | | 71,000 |
| | $ | 14.04 |
|
| Vested | | (71,000 | ) | | 14.04 |
|
| Unvested shares, December 31, 2019 | | — |
| | $ | — |
|
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
|
| | | | | | | |
| | | Restricted Shares | | Weighted-Average Grant Date Fair Value |
| Unvested shares, December 31, 2015 | | 1,239,662 |
| | $ | 13.86 |
|
| Granted | | — |
| | — |
|
| Vested | | (586,863 | ) | | 13.91 |
|
| Forfeited | | (90,393 | ) | | 14.08 |
|
| Unvested shares, December 31, 2016 | | 562,406 |
| | $ | 13.78 |
|
| Granted | | — |
| | — |
|
| Vested | | (266,378 | ) | | 13.55 |
|
| Forfeited | | (61,600 | ) | | 13.98 |
|
| Unvested shares, December 31, 2017 | | 234,428 |
| | $ | 13.98 |
|
Time-Based Restricted Stock Units
Under the Equity Plan, the Company may award Restricted Stock Units to employees that will vest if the recipient maintains his/her employment over the requisite service period (the “Time-Based Restricted Stock Units”). The fair value of the Time-Based Restricted Stock Units granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis, which is generally three years. During each of the years ended December 31, 2017, 20162019 and 2015,2018, the Company recorded $5.1 million of compensation expense related to Time-Based Restricted Stock Units. During the year ended December 31, 2019, this includes compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. During the year ended December 31, 2017, the Company recorded $6.3 million $3.4 million and $1.8 million, respectively, of compensation expense related to the Time-Based Restricted Stock Units.such expenses. As of December 31, 2017,2019, there was $5.8$5.7 million of unrecognized compensation expense related to the Time-Based Restricted Stock Units with a weighted-average remaining term of 1.72.0 years.
The following table details the activity of the Time-Based Restricted Stock Units during the year ended December 31, 2019.
|
| | | | | | | |
| | | Time-Based Restricted Stock Units | | Weighted-Average Grant Date Fair Value |
| Unvested units, December 31, 2018 | | 1,291,015 |
| | $ | 7.51 |
|
| Granted | | 609,071 |
| | 8.16 |
|
| Vested | | (621,854 | ) | | 7.71 |
|
| Forfeited | | (26,631 | ) | | 7.43 |
|
| Unvested units, December 31, 2019 | | 1,251,601 |
| | $ | 7.73 |
|
Deferred Stock Units
The Company may award Deferred Stock Units to non-executive directors under the Equity Plan (the “Deferred Stock Units”).Plan. Each Deferred Stock Unit represents the right to receive one1 share of Common Stock. The Deferred Stock Units provide for immediate vesting on the grant date and will be settled with Common Stock either on the earlier of the date on which the respective director separates from the Company, dies or the third anniversary of the grant date, or if granted pursuant to the director’s voluntary election to participate in the director’s deferred compensation program, on the date the director separates from the Company (or upon a change of control or death). The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed over the requisite service period or on the grant date for awards with no requisite service period. During each of the years ended December 31, 2019 and 2018, the Company recorded approximately $1.2 million of expense related to Deferred Stock Units. During the year ended December 31, 2017 the Company recorded approximately $1.0 million of expense related to Deferred Stock Units. During each of the years ended December 31, 2016 or 2015, the Company recorded approximately $0.8 million of expense related to Deferred Stock Units.such expenses. As of December 31, 2017,2019, there is no0 unrecognized compensation expense related to the Deferred Stock Units.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The following table details the activity of the Time-Based Restricted Stock Units and Deferred Stock Units during the year ended December 31, 2017.2019.
|
| | | | | | | |
| | | Deferred Stock Units | | Weighted-Average Grant Date Fair Value |
| Unvested units, December 31, 2018 | | — |
| | $ | — |
|
| Granted | | 151,953 |
| | 8.55 |
|
| Vested | | (151,953 | ) | | 8.55 |
|
| Unvested units, December 31, 2019 | | — |
| | $ | — |
|
|
| | | | | | | | | | | | | | |
| | | Time-Based Restricted Stock Units | | Weighted-Average Grant Date Fair Value | | Deferred Stock Units | | Weighted-Average Grant Date Fair Value |
| Unvested units, December 31, 2015 | | 589,138 |
| | $ | 9.61 |
| | — |
| | $ | — |
|
| Granted | | 736,427 |
| | 7.82 |
| | 87,513 |
| | 9.18 |
|
| Vested | | (199,556 | ) | | 9.52 |
| | (87,513 | ) | | 9.18 |
|
| Forfeited | | (40,095 | ) | | 8.68 |
| | — |
| | — |
|
| Unvested units, December 31, 2016 | | 1,085,914 |
| | $ | 8.43 |
| | — |
| | $ | — |
|
| Granted | | 673,381 |
| | 8.90 |
| | 127,588 |
| | 8.22 |
|
| Vested | | (425,967 | ) | | 8.61 |
| | (127,588 | ) | | 8.22 |
|
| Forfeited | | (20,463 | ) | | 8.54 |
| | — |
| | — |
|
| Unvested units, December 31, 2017 | | 1,312,865 |
| | $ | 8.61 |
| | — |
| | $ | — |
|
Market-Based Restricted Stock Units
During the year ended December 31, 2015, the General Partner awarded Restricted Stock Units to certain employees under the Equity Plan that were contingent upon the Common Stock reaching a certain market price (the “Market-Based Restricted Stock Units”). The Market-Based Restricted Stock Units were contingent upon the closing price of the Common Stock equaling or exceeding $10 per share for 20 consecutive trading days (the “Market Condition”) and the grantee’s continued employment as of such date on which the Market Condition was met. On July 28, 2016, 610,839 Market-Based Restricted Stock Units vested, of which 199,858 shares were withheld to cover grantees’ tax withholding obligations, resulting in 410,981 shares being issued.
The fair value and derived service period of the Market-Based Restricted Stock Units as of their grant date was determined using a Monte Carlo simulation, which took into account multiple input variables that determine the probability of satisfying the Market Condition. The method required the input of assumptions, including the future dividend yield and expected volatility of the Common Stock. Compensation expense was recognized on a straight-line basis over the derived service period regardless of whether the Market Condition was satisfied, provided that the requisite service condition had been achieved. The Market-Based Restricted Stock Units were fully expensed during the year ended December 31, 2015; however, the Company recorded contra-expense due to the forfeiture of such awards. During the years ended December 31, 2016 and 2015, the Company recorded contra-expense of $0.8 million related to forfeitures and expense of $6.0 million, respectively. There were no such expenses related to the Market-Based Restricted Stock Units for the year ended December 31, 2017. As of December 31, 2017, there was no unrecognized compensation expense related to the Market-Based Restricted Stock Units.
Long-Term Incentive Awards
The General Partner may award long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to employees under the Equity Plan. Vesting of the LTI Target Awards is based upon the General Partner’s level of achievement of total stockholder return (“TSR”), including both share price appreciation and Common Stock dividends, as measured equally against a market index and against a peer group generally over a three year period.
The fair value and derived service period of the LTI Target Awards as of their grant date is determined using a Monte Carlo simulation which takes into account multiple input variables that determine the probability of satisfying the required TSR, as outlined in the award agreements. This method requires the input of assumptions, including the future dividend yield, the expected volatility of the Common Stock and the expected volatility of the market index constituents and the peer group. Compensation expense is recognized on a straight-line basis over the derivedrequisite service period regardless of whether the necessary TSR is attained, provided that the requisite service condition has been achieved. During the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company recorded $7.4$5.5 million, $4.6$5.8 million and $1.9$7.4 million, respectively, of expense related to the LTI Target Awards. As
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
of December 31, 2017,2019, there was $6.1$6.4 million of unrecognized compensation expense related to the LTI Target Awards with a weighted-average remaining term of 1.72.1 years. During the year ended December 31, 2017, 671,712 LTI Target Awards were canceled as a result of the awards not meeting the vesting criteria as of the measurement date.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The following table details the activity of the LTI Target Awards during the year ended December 31, 2017.2019.
|
| | | | | | | |
| | | LTI Target Awards | | Weighted-Average Grant Date Fair Value |
| Unvested units, December 31, 2018 | | 1,616,963 |
| | $ | 7.57 |
|
| Granted | | 734,057 |
| | 8.11 |
|
| Vested | | (581,122 | ) | | 8.95 |
|
| Forfeited | | (155,802 | ) | | 8.84 |
|
| Unvested units, December 31, 2019 | | 1,614,096 |
| | $ | 7.20 |
|
Stock Options
The General Partner may award Stock Options to employees that will vest if the recipient maintains constant employment through the end of the requisite service period.
The fair value of the Stock Options as of their grant date is determined using the Black-Scholes option pricing model, which requires the input of assumptions including expected terms, expected volatility, dividend yield and risk free rate. Expected term was calculated using the midpoint between the three year cliff vesting period and the 10-year contractual term. Expected volatilities were based on both historical and implied volatilities. The risk-free interest rate was based on zero-coupon yields derived from the U.S. Treasury Constant Maturity yield curve in effect as of the grant date.
The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted at the date of grant as follows:
|
| | | | | | | | |
| | | February 20, 2019 | | February 21, 2018 |
| Expected term (in years) | | 6.5 |
| | 6.5 |
|
| Volatility | | 24.21 | % | | 27.39 | % |
| Dividend yield | | 7.09 | % | | 7.21 | % |
| Risk-free rate | | 2.52 | % | | 2.75 | % |
| Grant date fair value | | $ | 0.74 |
| | $ | 0.76 |
|
Compensation expense is recognized on a straight-line basis over the service period above. During the years ended December 31, 2019 and 2018, the Company recorded $1.2 million and $0.6 million, respectively, of expense related to Stock Options. As of December 31, 2019, there was $2.2 million of unrecognized compensation expense related to Stock Options with a weighted-average remaining term of 1.8 years.
The following table details the activity of the Stock Options during the year ended December 31, 2019.
|
| | | | | | | | | | | | | | |
| | | Stock Options | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value |
| Outstanding, December 31, 2018 | | 2,763,165 |
| | $ | 6.84 |
| | 9.14 |
| | $ | 856,581 |
|
| Granted | | 2,797,302 |
| | 8.26 |
| | — |
| | — |
|
| Exercised | | (42,765 | ) | | 6.84 |
| | — |
| | (77,345 | ) |
| Forfeited | | (155,672 | ) | | 7.21 |
| | — |
| | — |
|
| Outstanding, December 31, 2019 | | 5,362,030 |
| | $ | 7.57 |
| | 8.66 |
| | $ | 8,954,271 |
|
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 14 —Discontinued Operations
On November 13, 2017, the Company entered into a purchase and sale agreement (as amended by that certain First Amendment to the Purchase and Sale Agreement, dated as of February 1, 2018, the “Cole Capital Purchase and Sale Agreement”). On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital, under the terms of the Cole Capital Purchase and Sale Agreement. Substantially all of the Cole Capital segment operations were conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. The OP sold all of the issued and outstanding shares of common stock of CCA and certain of CCA’s subsidiaries to the Cole Purchaser, an affiliate of CIM Group, LLC for approximately $120.0 million paid in cash at closing. The Company could also earn up to an aggregate of $80.0 million of Net Revenue Payments in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year. There were 0 Net Revenue Payments received or earned since the sale. Substantially all of the Cole Capital segment financial results are reflected in the financial statements as discontinued operations. There were no discontinued operations or cash flows for the year ended December 31, 2019. There were also no assets and liabilities related to discontinued operations and real estate assets held for sale as of December 31, 2019 and 2018.
The following is a summary of the financial information for discontinued operations for the years ended December 31, 2018 and 2017 (in thousands):
|
| | | | | | | | | | | | | | |
| | Market-Based Restricted Stock Units | | Weighted-Average Grant Date Fair Value | | LTI Target Awards | | Weighted-Average Grant Date Fair Value |
| Unvested units, December 31, 2015 | 704,804 |
| | $ | 8.58 |
| | 731,448 |
| | $ | 11.38 |
|
| Granted | — |
| | — |
| | 855,471 |
| | 7.14 |
|
| Vested | (610,839 | ) | | 8.58 |
| | (8,065 | ) | | 11.44 |
|
| Forfeited | (93,965 | ) | | 8.58 |
| | (56,367 | ) | | 11.15 |
|
| Unvested units, December 31, 2016 | — |
| | $ | — |
| | 1,522,487 |
| | $ | 9.00 |
|
| Granted | — |
| | — |
| | 726,867 |
| | 8.96 |
|
| Forfeited or canceled | — |
| | — |
| | (675,125 | ) | | 11.34 |
|
| Unvested units, December 31, 2017 | $ | — |
| | $ | — |
| | 1,574,229 |
| | $ | 7.98 |
|
|
| | | | | | | | |
| | | Year Ended |
| | 2018 | | 2017 |
| Revenues: | | | | |
| Offering-related fees and reimbursements | | $ | 1,027 |
| | $ | 16,096 |
|
| Transaction service fees and reimbursements | | 334 |
| | 13,929 |
|
| Management fees and reimbursements | | 6,452 |
| | 76,214 |
|
| Total revenues |
| 7,813 |
|
| 106,239 |
|
| Operating expenses: | | | | |
| Cole Capital reallowed fees and commissions | | 602 |
| | 9,879 |
|
Transaction costs (1) | | (654 | ) | | 3,802 |
|
| General and administrative | | 4,450 |
| | 63,783 |
|
| Amortization of intangible assets | | — |
| | 14,490 |
|
| Total operating expenses |
| 4,398 |
|
| 91,954 |
|
| Other income, net | | — |
| | 464 |
|
| Loss on disposition and assets held for sale | | (1,815 | ) | | (20,027 | ) |
| Income (loss) before taxes |
| 1,600 |
|
| (5,278 | ) |
| Benefit from (provision for) income taxes | | 2,095 |
| | (13,839 | ) |
| Income (loss) from discontinued operations, net of income taxes |
| $ | 3,695 |
|
| $ | (19,117 | ) |
| |
| (1) | The negative balance for the year ended December 31, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. |
The following is a summary of cash flows related to discontinued operations for the years ended December 31, 2018 and 2017 (in thousands):
|
| | | | | | | | |
| | | Year Ended |
| | | 2018 | | 2017 |
| Cash flows related to discontinued operations: | | | | |
| Cash flows (used in) provided by operating activities | | $ | (10,468 | ) | | $ | 33,232 |
|
| Cash flows from investing activities | | $ | 122,915 |
| | $ | — |
|
Income Taxes
Cole Capital’s business, substantially all of which was conducted through a TRS, recognized a benefit of $2.1 million for the year ended December 31, 2018 and a provision of $13.8 million the year ended December 31, 2017. There was 0 related benefit or provision for the year ended December 31, 2019.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table presents the reconciliation of the (benefit from) provision for income taxes with the amount computed by applying the statutory federal income tax rate to loss before income taxes for the years ended December 31, 2018 and 2017 (in thousands):
|
| | | | | | | | |
| | | Year Ended |
| | | 2018 | | 2017 |
| Income (loss) before taxes | | $ | 1,600 |
| | $ | (5,278 | ) |
| Less: Income from non-taxable entities | | (685 | ) | | (9,523 | ) |
| Income (loss) attributable to taxable subsidiaries before income taxes | | $ | 915 |
| | $ | (14,801 | ) |
| | | | | |
| Federal benefit from (provision for) at statutory rate | | 192 |
| | (5,180 | ) |
| Impairment of goodwill | | — |
| | — |
|
| Nondeductible portion of transaction costs and loss recognized on classification as held for sale | | (719 | ) | | 8,283 |
|
| Impact of change in federal tax rate | | — |
| | 3,481 |
|
| Impact of valuation allowance | | (1,158 | ) | | 6,165 |
|
| State income taxes and other | | (410 | ) | | 1,090 |
|
| Total (benefit from) provision for income taxes - Cole Capital | | $ | (2,095 | ) | | $ | 13,839 |
|
The following table presents the components of the (benefit from) provision for income taxes for the years ended December 31, 2018 and 2017 (in thousands):
|
| | | | | | | | |
| | | Year Ended |
| | | 2018 | | 2017 |
| Current | | | | |
| Federal | | $ | (74 | ) | | $ | (120 | ) |
| State | | (166 | ) | | 602 |
|
| Total current (benefit from) provision for income taxes | | (240 | ) | | 482 |
|
| Deferred | | | | |
| Federal | | (1,756 | ) | | 12,016 |
|
| State | | (99 | ) | | 1,341 |
|
| Total deferred (benefit from) provision for income taxes | | (1,855 | ) | | 13,357 |
|
| Total (benefit from) provision for income taxes - Cole Capital | | $ | (2,095 | ) | | $ | 13,839 |
|
Note 1715 –Related Party Transactions and Arrangements
Cole Capital
TheThrough February 1, 2018, the Company was contractually responsible for managing CCIT II, CCIT III, Cole Credit Property Trust IV, Inc. (“CCPT IV”), CCPT V, and CIM Income NAV, Inc. (formerly known as Cole Real Estate Income Strategy (Daily NAV), Inc.) (“INAV” and collectively with CCIT II, CCIT III, CCPT IV, CCPT V, the Cole REITs’“Cole REITs”) affairs on a day-to-day basis, identifying and making acquisitions and investments on the Cole REITs’ behalf, and recommending to the respective board of directors of each of the Cole REITs an approach for providing investors with liquidity. In addition, the Company was responsible for raising capital for certain Cole REITs, advised them regarding offerings, managed relationships with participating broker-dealers and financial advisors, and provided assistance in connection with compliance matters relating to the offerings. The Company received compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment, management and disposition of their respective assets, as applicable.
As discussed in Note 514 —Discontinued Operations,, on February 1, 2018, the Company entered intocompleted the Cole Capital Purchase and Sale Agreement to sell substantially allsale of Cole Capital. The sale closed on February 1, 2018. The assets and liabilities transferred pursuant to the Cole Capital Purchase and Sale Agreement and related financial results are reflected in the consolidated balance sheets and consolidated statements of operations as discontinued operations for all periods presented. At closing,As a result of the Company entered into the Services Agreement with thesale of Cole Purchaser pursuant to which the Company will continue to provide certain services to the Cole Purchaser andCapital, the Cole REITs including operational real estate support, overare no longer affiliated with the next year. UnderCompany.
During the terms of the Services Agreement,years ended December 31, 2018 and 2017, the Company will be entitled to receive reimbursement for certainearned $8.0 million and $106.7 million, respectively of theoffering-related, transaction services provided. The Company could also receive Net Revenue Payments over the next six years if future revenues of Cole Capital exceed a specified dollar threshold, up to an aggregate of $80.0 million in Net Revenue Payments.
Offering-Related Revenue
The Company generally received a selling commission, dealer manager fee and/or a distribution and stockholder servicing fee based on the gross offering proceeds related to the sale of shares ofmanagement fees and reimbursements from the Cole REITs’ common stock in their primary offerings. The Company reallowed 100% of selling commissions earned to participating broker-dealers. The Company, in its sole discretion, could reallow all or a portion of its dealer manager and distribution and stockholder servicing fee toREITs. NaN such participating broker-dealers as a marketing and due diligence expense reimbursement, based on factors such as the volume of shares issued by such participating broker-dealers and the amount of marketing support provided. No selling commissions or dealer manager fees were paid toearned during the Company or other broker-dealers with respect to shares issued under the respective Cole REIT’s distribution reinvestment plan, under which the stockholders may elect to have distributions reinvested in additional shares.year ended December 31, 2019.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
The following table shows the offering fee summary information for the Cole REITs conducting offerings as of December 31, 2017:
|
| | | | | | | |
| | | Selling Commissions (1) | | Dealer Manager Fees (2) | | Annual Distribution and Stockholder Servicing Fee (2) | |
Open Programs (3)(4) | | | | | | | |
| | | | | | | | |
CCPT V (5) | | | | | | | |
| Class A Shares | | 7% | | 2% | | —% | |
Class T Shares (6) | | 3% | | 2% | | 1% | (7)(8) |
| | | | | | | | |
| INAV | | | | | | | |
| Wrap Class Shares | | —% | | 0.55% | (8) | —% | |
| Advisor Class Shares | | up to 3.75% | | 0.55% | (8) | 0.5% | (8) |
| Institutional Class Shares | | —% | | 0.25% | (8) | —% | |
| | | | | | | | |
CCIT III (5) | | | | | | | |
| Class A Shares | | 7% | | 2% | | —% | |
| Class T Shares | | 3% | | 2% | | 1% | (8) |
| |
(1) | The Company reallowed 100% of selling commissions to participating broker-dealers during the years ended December 31, 2017, 2016 and 2015. |
| |
(2) | The Company could reallow all or a portion of its dealer manager fee and/or distribution and stockholder servicing fee to participating broker-dealers as a marketing and due diligence expense reimbursement. |
| |
(3) | The Company received selling commissions, an asset-based dealer manager fee and/or an asset-based distribution and stockholder servicing fee, all based on the net asset value for each class of common stock. |
| |
(4) | CCIT II closed its offering during the three months ended September 30, 2016. The program’s fee structure was similar to that of CCPT V. |
| |
(5) | The maximum amount of the distribution and stockholder servicing fees with respect to sales of Class T shares was 4.0% of the gross offering proceeds for CCPT V and CCIT III. Distribution and stockholder servicing fees continue to be paid after the offering closes if the 4.0% maximum has not been met. |
| |
(6) | Commencing on April 29, 2016, CCPT V began offering Class T shares of common stock in addition to the class of shares of common stock previously offered (now referred to as Class A shares). |
| |
(7) | During the three months ended December 31, 2016, the annual distribution and stockholder servicing fee was amended to be 1.0%. Prior to the amendment, the distribution and stockholder servicing fee was 0.8% per annum. |
| |
(8) | Fees were accrued daily in the amount of 1/365th of a percentage of the estimated per share NAV and payable monthly in arrears. Distribution and stockholder servicing fees continue to be paid after the offering closes. |
Transaction Service Revenue
The Company earned acquisition fees related to the acquisition, development or construction of properties on behalf of certain of the Cole REITs. In addition, the Company was reimbursed for acquisition expenses incurred in the process of acquiring properties up to certain limits per the respective advisory agreement. The Company was not reimbursed for personnel costs in connection with services for which it receives acquisition fees or real estate commissions. In addition, the Company could earn disposition fees related to the sale of one or more properties, including those held indirectly through joint ventures, on behalf of a Cole REIT and other affiliates.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The following table shows the transaction-related fees for the Cole REITs as of December 31, 2017:
|
| | | | | | | | |
| Program | | Acquisition Fees (1) | | Disposition Fees | | Performance Fees (2) | | Financing Coordination Fee (3) |
| Open Programs | | | | | | | | |
| CCPT V | | 2% | | 1% | | 15% | | — |
| INAV | | — | | — | | — | | — |
| CCIT III | | 2% | | 1% | | 15% | | 1% |
| | | | | | | | | |
| Closed Programs | | | | | | | | |
| CCIT II | | 2% | | 1% | | 15% | | — |
| CCPT IV | | 2% | | 1% | | 15% | | — |
| |
(1) | Percent was taken on gross purchase price. |
| |
(2) | Performance fee was paid only under the following circumstances: (i) if shares are listed on a national securities exchange; (ii) if the respective Cole REIT is sold or the assets are liquidated; or (iii) upon termination of the advisory agreement. In connection with such events, the performance fee will only be earned upon the return to investors of their net capital invested and a 6% annual cumulative, non-compounded return (8% in the case of CCIT II and CCPT IV). |
| |
(3) | Financing coordination fee payable for services in connection with the origination, assumption, or refinancing of any debt (other than loans advanced by the Company) to acquire properties or make other permitted investments. |
Management Service Revenue
The Company earned advisory and asset and property management fees from certain Cole REITs. The Company was also reimbursed for expenses incurred in providing advisory and asset and property management services, subject to certain limitations. In addition, the Company earned a performance fee relating to INAV for any year in which the total return on stockholders’ capital exceeded 6% per annum on a calendar year basis.
The following table shows the management fees for the Cole REITs as of December 31, 2017:
|
| | | | |
| Program | | Asset Management / Advisory Fees (1) | | Performance Fees (2) |
| Open Programs | | | | |
| CCPT V | | 0.65% - 0.75% | | — |
| INAV | | 0.90% | | 25% |
| CCIT III | | 0.65% - 0.75% | | — |
| | | | | |
| Closed Programs | | | | |
| CCIT II | | 0.65% - 0.75% | | — |
| CCPT IV | | 0.65% - 0.75% | | — |
(1) Annualized fee was based on the average monthly invested assets or average assets, as defined in the respective agreements, or net asset value, if available.
(2) The performance fee was limited to 10% of the aggregate total return, for each class, for any individual year.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
The table below reflects the revenue earned from the Cole REITs (including closed programs, as applicable) and joint ventures for the years ended December 31, 2017, 2016 and 2015 (in thousands).
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Offering-related fees and reimbursements | | | | | | |
Selling commissions (1) | | $ | 7,746 |
| | $ | 19,943 |
| | $ | 14,101 |
|
Dealer manager and distribution fees (2) | | 5,021 |
| | 8,300 |
| | 5,133 |
|
| Reimbursement revenue | | 3,329 |
| | 8,283 |
| | 5,178 |
|
| Offering-related fees and reimbursements | | 16,096 |
| | 36,526 |
| | 24,412 |
|
| | | | | | | |
| Transaction service fees and reimbursements | | | | | | |
| Acquisition fees | | 11,049 |
| | 9,513 |
| | 18,742 |
|
| Financing coordination fee | | 100 |
| | 220 |
| | — |
|
Disposition fees (3) | | — |
| | — |
| | 4,974 |
|
| Reimbursement revenues | | 2,780 |
| | 2,800 |
| | 2,164 |
|
| Transaction service fees and reimbursements | | 13,929 |
| | 12,533 |
| | 25,880 |
|
| | | | | | | |
| Management fees and reimbursements | | | | | | |
| Asset and property management fees and leasing fees | | 220 |
| | 220 |
| | 452 |
|
| Advisory and performance fee revenue | | 57,765 |
| | 51,099 |
| | 44,948 |
|
| Reimbursement revenues | | 18,449 |
| | 17,587 |
| | 13,845 |
|
| Management fees and reimbursements | | 76,434 |
| | 68,906 |
| | 59,245 |
|
| | | | | | | |
| Interest income on Affiliate Lines of Credit | | 262 |
| | 453 |
| | 1,275 |
|
| | | | | | | |
Total related party revenues (4) | | $ | 106,721 |
| | $ | 118,418 |
| | $ | 110,812 |
|
| |
(1) | The Company reallowed 100% of selling commissions to participating broker-dealers during the years ended December 31, 2017, 2016 and 2015. |
| |
(2) | During the years ended December 31, 2017, 2016 and 2015, the Company reallowed $2.1 million, $3.2 million and $2.1 million, respectively, of dealer manager fees and/or distribution and stockholder servicing fees to participating broker-dealers as a marketing and due diligence expense reimbursement. |
| |
(3) | The Company earned a disposition fee of $4.4 million on behalf of CCIT when CCIT merged with Select Income REIT on January 29, 2015. |
| |
(4) | Total related party revenues excludes fees earned from 1031 real estate programs of $1.8 million, $1.4 million and $5.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
Investment in the Cole REITs
On February 1, 2018, the Company sold certain of its equity investments, recognizing a gain of $0.6 million, which is included in other income, net in the accompanying consolidated statement of operations for the year ended December 31, 2018, to the Cole Purchaser, retaining interests in CCIT II, CCIT III and CCPT V. As of December 31, 20172019 and December 31, 2016,2018, the Company owned aggregate equity investments of $3.3$7.6 million and $4.7$7.8 million, respectively, in CCIT II, CCIT III and CCPT V. During the Cole REITs andyear ended December 31, 2019, the Company recognized a loss of $0.3 million related to the change in fair value, which is included in other affiliated offerings, which are presented in investment in unconsolidated entitiesincome, net in the accompanying consolidated balance sheets, asstatements of operations. During the year ended December 31, 2018, the Company retained certain interests subsequent torecognized a $5.1 million gain from measuring the sale of Cole Capital. The Company accountsCompany’s investments in CCIT II, CCIT III and CCPT V at fair value after the investments were no longer accounted for these investments using the equity method, of accounting which requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equityis included in other income, net in the respective Cole REIT’s earnings and distributions. Theaccompanying consolidated statements of operations. During the year ended December 31, 2017, the Company records its proportionate sharerecognized a net loss of net income or loss$0.5 million from the Cole REITs, which was included in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. During the years ended December 31, 2017 and 2016, the Company recognized a net loss of $0.5 million and $1.3 million, respectively, from the Cole REITs. During the year ended December 31, 2015, the Company recorded net income of $0.1 million from the Cole REITs.
The table below presents certain information related to the Company’s investments in the Cole REITs as of December 31, 2017 (carrying amount in thousands):
|
| | | | | | |
| | | December 31, 2017 |
| Cole REIT | | % of Outstanding Shares Owned | | Carrying Amount of Investment |
| CCPT V | | 0.76% | | $ | 1,231 |
|
| INAV | | 0.05% | | 125 |
|
| CCIT II | | 0.44% | | 1,126 |
|
| CCIT III | | 14.25% | | 675 |
|
| CCPT IV | | 0.01% | | 107 |
|
| Total | | | | $ | 3,264 |
|
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Due to Affiliates
Due to affiliates was $66,000 and $16,000 as of December 31, 2017 and December 31, 2016, respectively, related to amounts due to the Cole REITs.
Due from Affiliates, Net
As of December 31, 2017 and December 31, 2016, $4.4 million and $5.2 million, respectively, was expected to be collected from affiliates, excluding any outstanding balances from a line of credit with one of the Cole REITs, discussed below, related to services provided by the Company and expenses subject to reimbursement by the Cole REITs in accordance with their respective advisory and property management agreements. These amounts will be settled with the respective Cole REIT and were not transferred pursuant to the Cole Capital Purchase and Sale Agreement.
On September 23, 2016, the Company entered into a $30.0 million revolving line of credit (the “Subordinate Promissory Note”) with Cole Corporate Income Operating Partnership III, LP (“CCI III OP”), the operating partnership of CCIT III (the “Subordinate Promissory Note Agreement”). The Subordinate Promissory Note bears variable interest rates of one-month LIBOR plus the Credit Facility Margin (as defined in the Subordinate Promissory Note Agreement), which ranges from 2.20% to 2.75%, plus 1.75% and matured on September 22, 2017. On March 28, 2017, CCI III OP entered into a modification agreement in order to extend the maturity date of the Subordinate Promissory Note from September 22, 2017 to September 30, 2018. As of December 31, 2017, the Subordinate Promissory Note had an interest rate of 5.6% and $1.6 million and $10.3 million were outstanding as of December 31, 2017 and 2016, respectively. The Subordinate Promissory Note was not transferred pursuant to the Cole Capital Purchase and Sale Agreement.
As of December 31, 2015, the Company had revolving line of credit agreements in place with CCIT II and CCPT V (the “Affiliate Lines of Credit”) that provided for maximum borrowings of $60.0 million to each of CCIT II and CCPT V and bore variable interest rates of one month LIBOR plus 2.20%. As of December 31, 2015, there was $50.0 million outstanding on the Affiliate Lines of Credit. During the year ended December 31, 2016, the Affiliate Lines of Credit matured and no amounts were outstanding as of December 31, 2017 or 2016.entities.
Note 18 16 –Net Income (Loss) Per Share/Unit
The General Partner’s unvested Restricted Shares contain non-forfeitable rights to dividends and are considered to be participating securities in accordance with U.S. GAAP and, therefore, are included in the computation of earnings per share under the two-class computation method. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. The unvested Restricted Shares are not allocated losses as the awards do not have a contractual obligation to share in losses of the General Partner. The two-class computation method is an earnings allocation formula that determines earnings per share for each class of shares of Common Stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Net Income (Loss) Per Share
The following is a summary of the basic and diluted net income (loss)loss per share computation for the General Partner for the years ended December 31, 2017, 20162019, 2018 and 20152017 (dollar amounts in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 |
| 2018 | | 2017 |
| (Loss) income from continuing operations | | $ | (307,106 | ) | | $ | (91,725 | ) | | $ | 51,495 |
|
| Noncontrolling interests’ loss (income) from continuing operations | | 6,753 |
| | 2,344 |
| | (1,005 | ) |
| Net (loss) income from continuing operations attributable to the General Partner | | (300,353 | ) | | (89,381 | ) | | 50,490 |
|
| Dividends to preferred shares and units | | (68,488 | ) | | (71,892 | ) | | (71,892 | ) |
| Net loss from continuing operations available to the General Partner | | (368,841 | ) | | (161,273 | ) | | (21,402 | ) |
| Earnings allocated to participating securities | | — |
| | (42 | ) | | (491 | ) |
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| (Income) loss from discontinued operations attributable to limited partners | | — |
| | (88 | ) | | 445 |
|
| Net loss used in basic and diluted net loss per share | | $ | (368,841 | ) | | $ | (157,708 | ) | | $ | (40,565 | ) |
| | | | | | | |
| Weighted average number of Common Stock outstanding - basic and diluted | | 998,139,969 |
| | 969,092,268 |
| | 974,098,652 |
|
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per share attributable to common stockholders (1) | | $ | (0.37 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Amounts may not total due to rounding. |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 |
| 2016 | | 2015 |
| Income (loss) from continuing operations | | $ | 51,495 |
| | $ | (76,887 | ) | | $ | (138,992 | ) |
| Noncontrolling interests’ share in continuing operations | | (1,005 | ) | | 1,908 |
| | 2,341 |
|
| Net income (loss) from continuing operations attributable to the General Partner | | 50,490 |
| | (74,979 | ) | | (136,651 | ) |
| Dividends to preferred shares and units | | (71,892 | ) | | (71,892 | ) | | (71,892 | ) |
| Net loss from continuing operations available to the General Partner | | (21,402 | ) | | (146,871 | ) | | (208,543 | ) |
| Earnings allocated to participating securities | | (491 | ) | | (492 | ) | | (410 | ) |
| Loss from discontinued operations, net of income taxes | | (19,117 | ) | | (123,937 | ) | | (184,500 | ) |
| Loss from discontinued operations attributable to limited partners | | 445 |
| | 3,053 |
| | 4,798 |
|
| Net loss available to common stockholders used in basic and diluted net loss per share | | $ | (40,565 | ) | | $ | (268,247 | ) | | $ | (388,655 | ) |
| | | | | | | |
| Weighted average number of common stock outstanding - basic and diluted | | 974,098,652 |
| | 931,422,844 |
| | 903,360,763 |
|
| | | | | | | |
| Basic and diluted net loss per share from continuing operations attributable to common stockholders | | $ | (0.02 | ) | | $ | (0.16 | ) | | $ | (0.23 | ) |
| Basic and diluted loss per share from discontinued operations attributable to common stockholders | | $ | (0.02 | ) | | $ | (0.13 | ) | | $ | (0.20 | ) |
| Basic and diluted net loss per share attributable to common stockholders | | $ | (0.04 | ) | | $ | (0.29 | ) | | $ | (0.43 | ) |
For the year ended December 31, 2017, diluted net loss per share attributable to common stockholders excludes approximately 0.3 million unvested Restricted Shares and Restricted Stock Units and approximately 23.7 million OP Units as the effect would have been antidilutive.
For the year ended December 31, 2016, diluted net loss per share attributable to common stockholders excludes approximately 0.9 million unvested Restricted Shares and Restricted Stock Units and approximately 23.8 million OP Units as the effect would have been antidilutive.
For the year ended December 31, 2015, diluted net loss per share attributable to common stockholders excludes approximately 3.3 million of unvested Restricted Shares and Restricted Stock Units and approximately 23.8 million OP Units as the effect would have been antidilutive.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
The following were excluded from diluted net loss per share attributable to common stockholders, as the effect would have been antidilutive:
|
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
Weighted average unvested Restricted Shares and Restricted Stock Units (1) | | 1,594,049 |
| | 420,369 |
| | 310,965 |
|
Weighted average stock options (1) | | 520,258 |
| | — |
| | — |
|
| Weighted average Limited Partner OP Units | | 17,980,514 |
| | 23,725,506 |
| | 23,748,347 |
|
| |
| (1) | Net of assumed repurchases in accordance with the treasury stock method. |
Net Income (Loss) Per Unit
The following is a summary of the basic and diluted net income (loss)loss per unit attributable to common unitholders, which includes all common general partnerGeneral Partner unitholders and limited partner unitholders. The computation for the OPunitholders, for the years ended December 31, 2017, 20162019, 2018 and 20152017 (dollar amounts in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| (Loss) income from continuing operations | | $ | (307,106 | ) | | $ | (91,725 | ) | | $ | 51,495 |
|
| Noncontrolling interests’ loss from continuing operations | | 102 |
| | 154 |
| | 194 |
|
| Net (loss) income from continuing operations attributable to the Operating Partnership | | (307,004 | ) | | (91,571 | ) | | $ | 51,689 |
|
| Dividends to preferred units | | (68,488 | ) | | (71,892 | ) | | (71,892 | ) |
| Net loss from continuing operations available to the Operating Partnership |
| (375,492 | ) | | (163,463 | ) | | (20,203 | ) |
| Earnings allocated to participating units | | — |
| | (42 | ) | | (491 | ) |
| Income (loss) from discontinued operations, net of income taxes | | — |
| | 3,695 |
| | (19,117 | ) |
| Net loss used in basic and diluted net loss per unit | | $ | (375,492 | ) | | $ | (159,810 | ) | | $ | (39,811 | ) |
| | | | | | | |
| Weighted average number of common units outstanding - basic and diluted | | 1,016,120,483 |
| | 992,817,774 |
| | 997,846,999 |
|
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.37 | ) | | $ | (0.17 | ) | | $ | (0.02 | ) |
| Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders | | $ | — |
| | $ | 0.00 |
| | $ | (0.02 | ) |
Basic and diluted net loss per unit attributable to common unitholders(1) |
| $ | (0.37 | ) |
| $ | (0.16 | ) | | $ | (0.04 | ) |
| |
| (1) | Amounts may not total due to rounding. |
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Income (loss) from continuing operations | | $ | 51,495 |
| | $ | (76,887 | ) | | $ | (138,992 | ) |
| Noncontrolling interests’ share in continuing operations | | 194 |
| | 14 |
| | (1,274 | ) |
| Net income (loss) from continuing operations attributable to the Operating Partnership | | 51,689 |
| | (76,873 | ) | | (140,266 | ) |
| Dividends to preferred units | | (71,892 | ) | | (71,892 | ) | | (71,892 | ) |
| Net loss from continuing operations available to the Operating Partnership | | (20,203 | ) | | (148,765 | ) | | (212,158 | ) |
| Earnings allocated to participating units | | (491 | ) | | (492 | ) | | (410 | ) |
| Loss from discontinued operations, net of income taxes | | (19,117 | ) | | (123,937 | ) | | (184,500 | ) |
| Net loss available to common unitholders used in basic and diluted net loss per unit | | $ | (39,811 | ) | | $ | (273,194 | ) | | $ | (397,068 | ) |
| | | | | | | |
| Weighted average number of common units outstanding - basic and diluted | | 997,846,999 |
| | 955,181,238 |
| | 927,124,560 |
|
| | | | | | | |
| Basic and diluted net loss per unit from continuing operations attributable to common unitholders | | $ | (0.02 | ) | | $ | (0.16 | ) | | $ | (0.23 | ) |
| Basic and diluted net loss per unit from discontinued operations attributable to common unitholders | | $ | (0.02 | ) | | $ | (0.13 | ) | | $ | (0.20 | ) |
| Basic and diluted net loss per unit attributable to common unitholders | | $ | (0.04 | ) | | $ | (0.29 | ) | | $ | (0.43 | ) |
For the year ended December 31, 2017,The following were excluded from diluted net loss per unit attributable to common unitholders, excludes approximately 0.3 million unvested Restricted Shares and Restricted Stock Units as the effect would have been antidilutive.antidilutive:
For the year ended December 31, 2016, diluted net loss per unit attributable to common unitholders excludes approximately 0.9 million unvested Restricted Shares and Restricted Stock Units as the effect would have been antidilutive. |
| | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
Weighted average unvested Restricted Shares and Restricted Stock Units (1) | | 1,594,049 |
| | 420,369 |
| | 310,965 |
|
Weighted average stock options (1) | | 520,258 |
| | — |
| | — |
|
| |
| (1) | Net of assumed repurchases in accordance with the treasury stock method. |
For the year ended December 31, 2015, diluted net loss per unit attributable to common unitholders excludes approximately 3.3 million of unvested Restricted Shares and Restricted Stock Units as the effect would have been antidilutive.F-57
Note 19 – Income Taxes
The General Partner currently qualifies and has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. As a REIT, the General Partner generally is not subject to federal income tax, with the exception of its TRS entities. However, the General Partner, including its TRS entities, and the Operating Partnership are still subject to certain state and local income and franchise taxes in the various jurisdictions in which they operate. The Company recognized state and local income and franchise tax expense of $6.9 million, $6.0 million and $3.7 million for the years ended December 31, 2017, 2016 and 2015, respectively, which are included in provision for income taxes in the accompanying consolidated statements of operations. In addition, the Company recorded a provision for income taxes of $1.1 million and $0.9 million for the years ended December 31, 2016 and 2015, respectively, related to a TRS entity, which are also included in provision for income taxes in the accompanying consolidated statements of operations. No provision for income taxes related to a TRS entity was recorded for year ended December 31, 2017.
The Company had no unrecognized tax benefits as of or during the years ended December 31, 2017, 2016 or 2015. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, Canadian federal jurisdiction and various state and local jurisdictions, and is subject to routine examinations by the respective tax authorities. With few exceptions, the Company is no longer subject to federal or state examinations by tax authorities for years before 2013.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 2019 – (Continued)
As of December 31, 2017, the OP and the General Partner had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2013 remain open to examination by the major taxing jurisdictions to which the OP, the General Partner, American Realty Capital Trust III, Inc., CapLease, Inc., American Realty Capital Trust IV, Inc., Cole Real Estate Investments, Inc., and Cole Credit Property Trust, Inc. are subject.
Note 20 17 – Quarterly Results (Unaudited)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 20172019 for the General Partner (in thousands, except share and per share amounts):
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2017 | | June 30,
2017 | | September 30,
2017 | | December 31,
2017 |
Total revenues (1) | | $ | 320,898 |
| | $ | 308,245 |
| | $ | 306,543 |
| | $ | 316,599 |
|
| Income (loss) from continuing operations | | 11,935 |
| | 29,550 |
| | 12,489 |
| | (2,479 | ) |
| Income (loss) from discontinued operations | | 2,855 |
| | 4,636 |
| | 4,005 |
| | (30,613 | ) |
| Net income (loss) | | 14,790 |
| | 34,186 |
| | 16,494 |
| | (33,092 | ) |
| Net income (loss) attributable to the General Partner | | 14,438 |
| | 33,408 |
| | 16,094 |
| | (32,122 | ) |
Basic and diluted net loss (income) per share from continuing operations attributable to common stockholders (2) | | $ | (0.01 | ) | | $ | 0.01 |
| (3) | $ | (0.01 | ) | | $ | (0.02 | ) |
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (2) | | $ | 0.00 |
| | $ | 0.01 |
| (3) | $ | 0.00 |
| | $ | (0.03 | ) |
Basic and dilutive net (loss) income per share attributable to common stockholders (2) | | $ | (0.00 | ) | | $ | 0.02 |
| (3) | $ | (0.00 | ) | | $ | (0.05 | ) |
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2019 | | June 30,
2019 | | September 30,
2019 | | December 31,
2019 |
| Rental revenue | | $ | 316,843 |
| | $ | 312,043 |
| | $ | 302,985 |
| | $ | 305,363 |
|
| Net income (loss) | | 70,971 |
| | 292,284 |
| | (741,529 | ) | | 71,168 |
|
| Net income (loss) attributable to the General Partner | | 69,304 |
| | 285,658 |
| | (726,440 | ) | | 71,125 |
|
Basic and dilutive net income (loss) per share attributable to common stockholders (1) | | $ | 0.05 |
| | $ | 0.27 |
| | $ | (0.76 | ) | | $ | 0.05 |
|
| |
| (1) | Represents revenue from continuing operations as presented on the statement of operations in accordance with GAAP. Substantially all of Cole Capital is presented as a discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. |
| |
(2) | The sum of the quarterly net income (loss) per share amounts may not agree to the full year net loss per share amounts. The Company calculates net income (loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the OP (in thousands, except share and per share amounts):
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2019 | | June 30,
2019 | | September 30,
2019 | | December 31,
2019 |
| Rental revenue | | $ | 316,843 |
| | $ | 312,043 |
| | $ | 302,985 |
| | $ | 305,363 |
|
| Net income (loss) | | 70,971 |
| | 292,284 |
| | (741,529 | ) | | 71,168 |
|
| Net income (loss) attributable to the OP | | 70,999 |
| | 292,314 |
| | (741,504 | ) | | 71,187 |
|
Basic and dilutive net income (loss) per unit attributable to common unitholders (1) | | $ | 0.05 |
| | $ | 0.27 |
| | $ | (0.76 | ) | | $ | 0.05 |
|
| |
(3)(1) | Represents dilutiveThe sum of the quarterly net income (loss) per share attributableunit amounts may not agree to common stockholdersthe full year loss income per unit amounts. The Company calculates net income (loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout the year and limited partners.can therefore produce a full year result that does not agree to the sum of the individual quarters. |
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 20172018 for the OPGeneral Partner (in thousands, except share and per share amounts):
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2017 | | June 30,
2017 | | September 30,
2017 | | December 31,
2017 |
Total revenues (1) | | $ | 320,898 |
| | $ | 308,245 |
| | $ | 306,543 |
| | $ | 316,599 |
|
| Income (loss) from continuing operations | | 11,935 |
| | 29,550 |
| | 12,489 |
| | (2,479 | ) |
| Income (loss) from discontinued operations | | 2,855 |
| | 4,636 |
| | 4,005 |
| | (30,613 | ) |
| Net income (loss) | | 14,790 |
| | 34,186 |
| | 16,494 |
| | (33,092 | ) |
| Net income (loss) attributable to the OP | | 14,797 |
| | 34,200 |
| | 16,485 |
| | (32,910 | ) |
Basic and diluted net (loss) income per unit from continuing operations attributable to common unitholders (2) | | $ | (0.01 | ) | | $ | 0.01 |
| | $ | (0.01 | ) | | $ | (0.02 | ) |
Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders (2) | | $ | 0.00 |
| | $ | 0.01 |
| | $ | 0.00 |
| | $ | (0.03 | ) |
Basic and diluted net (loss) income per unit attributable to common unitholders (2) | | $ | (0.00 | ) | | $ | 0.02 |
| | $ | (0.00 | ) | | $ | (0.05 | ) |
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2018 | | June 30,
2018 | | September 30,
2018 | | December 31,
2018 |
Rental revenue (1) | | $ | 315,074 |
| | $ | 315,664 |
| | $ | 313,866 |
| | $ | 313,263 |
|
| Net income (loss) from continuing operations | | 29,036 |
| | (74,691 | ) | | (73,942 | ) | | 27,872 |
|
| Income (loss) from discontinued operations, net of income taxes | | 3,501 |
| | 224 |
| | — |
| | (30 | ) |
| Net income (loss) | | 32,537 |
| | (74,467 | ) | | (73,942 | ) | | 27,842 |
|
| Net income (loss) attributable to the General Partner | | 31,795 |
| | (72,670 | ) | | (72,117 | ) | | 27,218 |
|
Basic and diluted net income (loss) per share from continuing operations attributable to common stockholders (2) | | $ | 0.01 |
| | $ | (0.09 | ) | | $ | (0.09 | ) | | $ | 0.01 |
|
Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (2) | | $ | 0.00 |
| | $ | 0.00 |
| | $ | — |
| | $ | (0.00 | ) |
| Basic and dilutive net income (loss) per share attributable to common stockholders (2) | | $ | 0.01 |
| | $ | (0.09 | ) | | $ | (0.09 | ) | | $ | 0.01 |
|
| |
| (1) | Represents revenue from continuing operations as presented on the statement of operations in accordance with U.S. GAAP. Substantially all of Cole Capital is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. |
| |
| (2) | The sum of the quarterly net income (loss) per share amounts may not agree to the full year loss per share amounts. The Company calculates net income (loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2018 for the OP (in thousands, except share and per share amounts):
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2018 | | June 30,
2018 | | September 30,
2018 | | December 31,
2018 |
Rental revenue (1) | | $ | 315,074 |
| | $ | 315,664 |
| | $ | 313,866 |
| | $ | 313,263 |
|
| Net income (loss) from continuing operations | | 29,036 |
| | (74,691 | ) | | (73,942 | ) | | 27,872 |
|
| Income (loss) from discontinued operations, net of income taxes | | 3,501 |
| | 224 |
| | — |
| | (30 | ) |
| Net income (loss) | | 32,537 |
| | (74,467 | ) | | (73,942 | ) | | 27,842 |
|
| Net income (loss) attributable to the OP | | 32,577 |
| | (74,451 | ) | | (73,885 | ) | | 27,883 |
|
Basic and diluted net income (loss) per unit from continuing operations attributable to common unitholders (2) | | $ | 0.01 |
| | $ | (0.09 | ) | | $ | (0.09 | ) | | $ | 0.01 |
|
Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders (2) | | $ | 0.00 |
| | $ | 0.00 |
| | $ | — |
| | $ | (0.00 | ) |
Basic and dilutive net income (loss) per unit attributable to common unitholders (2) | | $ | 0.01 |
| | $ | (0.09 | ) | | $ | (0.09 | ) | | $ | 0.01 |
|
| |
| (1) | Represents revenue from continuing operations as presented on the statement of operations in accordance with U.S. GAAP. Substantially all of Cole Capital is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. |
| |
| (2) | The sum of the quarterly net income (loss) per unit amounts may not agree to the full year net loss per unit amounts. The Company calculates net lossincome (loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2016 for the General Partner (in thousands, except share and per share amounts):
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2016 | | June 30,
2016 | | September 30,
2016 | | December 31,
2016 |
Total revenues (1) | | $ | 337,787 |
| | $ | 338,533 |
| | $ | 331,846 |
| | $ | 327,281 |
|
| (Loss) income from continuing operations | | (116,701 | ) | | 246 |
| | 28,865 |
| | 10,703 |
|
| Income (loss) from discontinued operations | | 621 |
| | 2,987 |
| | 1,381 |
| | (128,926 | ) |
| Net (loss) income | | (116,080 | ) | | 3,233 |
| | 30,246 |
| | (118,223 | ) |
| Net (loss) income attributable to the General Partner | | (113,086 | ) | | 3,146 |
| | 29,495 |
| | (115,418 | ) |
Basic and diluted net (loss) income per share from continuing operations attributable to common stockholders (2) | | $ | (0.15 | ) | | $ | (0.02 | ) | | $ | 0.01 |
| (3) | $ | (0.01 | ) |
Basic and diluted income (loss) per share from discontinued operations attributable to common stockholders (2) | | $ | 0.00 |
| | $ | 0.00 |
| | $ | 0.00 |
| (3) | $ | (0.13 | ) |
Basic and diluted net (loss) income per share attributable to common stockholders (2) | | $ | (0.15 | ) | | $ | (0.02 | ) | | $ | 0.01 |
| (3) | $ | (0.14 | ) |
| |
(1) | Represents revenue from continuing operations as presented on the statement of operations in accordance with GAAP. Substantially all of Cole Capital is presented as a discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. |
| |
(2) | The sum of the quarterly net income (loss) per share amounts may not agree to the full year net loss per share amounts. The Company calculates net loss per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
| |
(3) | Represents dilutive net income per share attributable to common stockholders and limited partners. |
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2016 for the OP (in thousands, except share and per share amounts):
|
| | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | March 31,
2016 | | June 30,
2016 | | September 30,
2016 | | December 31,
2016 |
Total revenues (1) | | $ | 337,787 |
| | $ | 338,533 |
| | $ | 331,846 |
| | $ | 327,281 |
|
| (Loss) income from continuing operations | | (116,701 | ) | | 246 |
| | 28,865 |
| | 10,703 |
|
| Income (loss) from discontinued operations | | 621 |
| | 2,987 |
| | 1,381 |
| | (128,926 | ) |
| Net (loss) income | | (116,080 | ) | | 3,233 |
| | 30,246 |
| | (118,223 | ) |
| Net (loss) income attributable to the OP | | (116,041 | ) | | 3,229 |
| | 30,234 |
| | (118,232 | ) |
Basic and diluted net (loss) income per unit from continuing operations attributable to common unitholders (2) | | $ | (0.15 | ) | | $ | (0.02 | ) | | $ | 0.01 |
| | $ | (0.01 | ) |
Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders (2) | | $ | 0.00 |
| | $ | 0.00 |
| | $ | 0.00 |
| | $ | (0.13 | ) |
Basic and diluted net (loss) income per unit attributable to common unitholders (2) | | $ | (0.15 | ) | | $ | (0.02 | ) | | $ | 0.01 |
| | $ | (0.14 | ) |
| |
(1) | Represents revenue from continuing operations as presented on the statement of operations in accordance with GAAP. Substantially all of Cole Capital is presented as a discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. |
| |
(2) | The sum of the quarterly net loss per unit amounts may not agree to the full year net loss per unit amounts. The Company calculates net loss per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 – (Continued)
Note 2118 – Subsequent Events
The following events occurred subsequent to December 31, 2017:2019:
Cole Sale
The Company closed on the Cole Capital Purchase and Sale Agreement on February 1, 2018. At closing, the Operating Partnership and Cole Capital entered into the Services Agreement, pursuant to which the Company will continue to provide certain services to Cole Capital and its subsidiaries and to the Cole REITs, including operational real estate support. The Company will continue to provide such services through March 31, 2019 (or, if later, the date of the last government filing other than a tax filing made by any of the Cole REITs with respect to its 2018 fiscal year) and will provide consulting and research services through December 31, 2023 as requested by Cole Capital.
Real Estate Investment Activity
From January 1, 20182020 through February 20, 2018,12, 2020 the Company disposed of seven13 properties, including the sale of 2 consolidated office properties to a newly-formed joint venture in which the Company owns a 20% equity interest (the “Office Partnership”), for an aggregate gross sales price of $57.8$118.1 million, of which the Company’s share was $57.44 properties were held for sale with an aggregate carrying value of $14.2 million andas of December 31, 2019, for an estimated gain of $8.5$20.8 million. In addition,
From January 1, 2020 through February 12, 2020 the Company also acquired six23 properties for an aggregate purchase price of $66.3$127.8 million, excluding capitalized external acquisition-related expenses.
Office Partnership
From January 1, 2020 through February 12, 2020, the Office Partnership acquired 1 property from a third party for a purchase price of $33.1 million.
Common Stock Dividend
On February 21, 2018,25, 2020, the Company’s boardBoard of directorsDirectors declared a quarterly cash dividend of $0.1375 per share of common stockCommon Stock (equaling an annualized dividend rate of $0.55 per share) for the first quarter of 20182020 to stockholders of record as of March 30, 2018,31, 2020, which will be paid on April 16, 2018.15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP unit.Unit.
Preferred Stock Dividend
On February 21, 2018,25, 2020, the Company’s boardBoard of directorsDirectors declared a monthly cash dividend to holders of the Series F Preferred Stock for April 20182020 through June 20182020 with respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month.
|
| | | | |
| Period | | Record Date | | Payment Date |
March 15, 20182020 - April 14, 20182020 | | April 1, 20182020 | | April 16, 201815, 2020 |
April 15, 20182020 - May 14, 20182020 | | May 1, 20182020 | | May 15, 20182020 |
May 15, 20182020 - June 14, 20182020 | | June 1, 20182020 | | June 15, 20182020 |
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
December 31, 20172019 (in thousands)
Schedule II – Valuation and Qualifying Accounts
| | | Description | | Balance at Beginning of Year | | Additions | | Deductions | | Balance at End of Year | | | Balance at Beginning of Year | | Additions | | Deductions | | Balance at End of Year | |
| Year Ended December 31, 2017 | | |
Reserve for program development costs (1) | | $ | 31,652 |
| | $ | 9,328 |
| | $ | (33,348 | ) | (2 | ) | $ | 7,632 |
| | |
| Year Ended December 31, 2019 | | Year Ended December 31, 2019 | |
| Allowance for doubtful accounts | | | $ | 6,309 |
| | $ | — |
| | $ | (6,309 | ) | (1) | $ | — |
| |
| Total | | | $ | 6,309 |
|
| $ | — |
|
| $ | (6,309 | ) |
| $ | — |
| |
| Year Ended December 31, 2018 | | Year Ended December 31, 2018 | |
Reserve for program development costs (2) | | | $ | 7,632 |
| | $ | 651 |
| (3) | $ | (8,283 | ) | | $ | — |
| |
| Allowance for doubtful accounts and other reserves | | 7,576 |
| | 6,956 |
| | (1,849 | ) | | 12,683 |
| (4 | ) | | 12,683 |
| (4) | 2,531 |
| | (8,905 | ) | | 6,309 |
| |
| Unsecured note reserve | | 15,300 |
| | — |
| | — |
| | 15,300 |
| | | 15,300 |
| | — |
| | (15,300 | ) | | — |
| |
| Total | | $ | 54,528 |
| | $ | 16,284 |
| | $ | (35,197 | ) | | $ | 35,615 |
| | | $ | 35,615 |
| | $ | 3,182 |
| | $ | (32,488 | ) | | $ | 6,309 |
| |
| | | | | | | | | | | |
| Year Ended December 31, 2016 | | |
Reserve for program development costs (1) | | $ | 34,798 |
| | $ | 26,191 |
| | $ | (29,337 | ) | (3 | ) | $ | 31,652 |
| | |
| Year Ended December 31, 2017 | | Year Ended December 31, 2017 | |
Reserve for program development costs (2) | | | $ | 31,652 |
| | $ | 9,328 |
| | $ | (33,348 | ) | (5) | $ | 7,632 |
| |
| Allowance for doubtful accounts and other reserves | | 6,595 |
| | 2,318 |
| | (1,337 | ) | | 7,576 |
| | | 7,576 |
| | 6,956 |
| | (1,849 | ) | | 12,683 |
| (4) |
| Unsecured note reserve | | 15,300 |
| | — |
| | — |
| | 15,300 |
| | | 15,300 |
| | — |
| | — |
| | 15,300 |
| |
| Total | | $ | 56,693 |
| | $ | 28,509 |
| | $ | (30,674 | ) | | $ | 54,528 |
| | | $ | 54,528 |
| | $ | 16,284 |
| | $ | (35,197 | ) | | $ | 35,615 |
| |
| | | | | | | | | | | |
| Year Ended December 31, 2015 | | |
Reserve for program development costs (1) | | $ | 13,109 |
| | $ | 21,689 |
| | $ | — |
| | $ | 34,798 |
| | |
| Allowance for doubtful accounts and other reserves | | 2,475 |
| | 4,564 |
| | (444 | ) | | 6,595 |
| | |
| Unsecured note reserve | | — |
| | 15,300 |
| | — |
| | 15,300 |
| | |
| Total | | $ | 15,584 |
| | $ | 41,553 |
| | $ | (444 | ) | | $ | 56,693 |
| | |
| |
| (1) | Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectable accounts. |
| |
| (2) | Classified as discontinued operations. |
| |
(2)(3) | Represents additions to the reserve during the period from January 1, 2018 through January 31, 2018, prior to the sale of Cole Capital. |
| |
| (4) | Includes $1.0 million classified as discontinued operations. |
| |
| (5) | Deductions related to the return of the Company's interest in two funds not yet in offering ($($1.3 million)million) and the closing of CCPT V's primary offering ($($32.0 million)million). |
| |
(3) | Deductions related to the closing of CCIT II’s primary offering. |
| |
(4) | Includes $1.0 million classified as discontinued operations.
|
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE III -– REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 20172019 (in thousands)
Schedule III – Real Estate and Accumulated Depreciation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| 24 Hour Fitness | | Woodlands | | TX | | $ | — |
| | $ | 2,690 |
| | $ | 7,463 |
| | $ | 194 |
| | $ | 10,347 |
| | $ | (2,251 | ) | | 9/24/2013 | | 2002 |
| 7-Eleven | | Sarasota | | FL | | — |
| | 1,312 |
| | 1,312 |
| | — |
| | 2,624 |
| | (373 | ) | | 11/19/2012 | | 2000 |
| 7-Eleven | | Gloucester | | VA | | — |
| | 144 |
| | 578 |
| | — |
| | 722 |
| | (163 | ) | | 12/24/2012 | | 1985 |
| 7-Eleven | | Hampton | | VA | | — |
| | 69 |
| | 624 |
| | — |
| | 693 |
| | (176 | ) | | 12/24/2012 | | 1986 |
| 7-Eleven | | Hampton | | VA | | — |
| | 161 |
| | 644 |
| | — |
| | 805 |
| | (182 | ) | | 12/24/2012 | | 1959 |
| AAA | | Oklahoma City | | OK | | — |
| | 3,639 |
| | 32,567 |
| | — |
| | 36,206 |
| | (6,388 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | Oneonta | | AL | | 614 |
| | 205 |
| | 1,080 |
| | — |
| | 1,285 |
| | (234 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Oxford | | AL | | — |
| | 278 |
| | 748 |
| | — |
| | 1,026 |
| | (150 | ) | | 2/7/2014 | | 1989 |
| Aaron Rents | | Valley | | AL | | 409 |
| | 141 |
| | 827 |
| | — |
| | 968 |
| | (169 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | El Dorado | | AR | | — |
| | 238 |
| | 743 |
| | — |
| | 981 |
| | (168 | ) | | 2/7/2014 | | 2000 |
| Aaron Rents | | Springdale | | AR | | 624 |
| | 513 |
| | 916 |
| | — |
| | 1,429 |
| | (205 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | Auburndale | | FL | | 2,647 |
| | 1,351 |
| | 5,127 |
| | — |
| | 6,478 |
| | (1,091 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | Pensacola | | FL | | — |
| | 159 |
| | 924 |
| | — |
| | 1,083 |
| | (189 | ) | | 2/7/2014 | | 1979 |
| Aaron Rents | | Statesboro | | GA | | — |
| | 351 |
| | 1,163 |
| | — |
| | 1,514 |
| | (244 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Indianapolis | | IN | | — |
| | 235 |
| | 1,071 |
| | — |
| | 1,306 |
| | (215 | ) | | 2/7/2014 | | 1998 |
| Aaron Rents | | Lafayette | | IN | | 550 |
| | 404 |
| | 652 |
| | — |
| | 1,056 |
| | (161 | ) | | 2/7/2014 | | 1989 |
| Aaron Rents | | Mansura | | LA | | — |
| | 81 |
| | 497 |
| | — |
| | 578 |
| | (116 | ) | | 2/7/2014 | | 2000 |
| Aaron Rents | | Minden | | LA | | — |
| | 323 |
| | 1,043 |
| | — |
| | 1,366 |
| | (255 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Battle Creek | | MI | | — |
| | 286 |
| | 843 |
| | — |
| | 1,129 |
| | (176 | ) | | 2/7/2014 | | 1995 |
| Aaron Rents | | Benton Harbor | | MI | | — |
| | 217 |
| | 924 |
| | — |
| | 1,141 |
| | (195 | ) | | 2/7/2014 | | 1997 |
| Aaron Rents | | Redford | | MI | | 434 |
| | 125 |
| | 698 |
| | — |
| | 823 |
| | (166 | ) | | 2/7/2014 | | 1972 |
| Aaron Rents | | Kennett | | MO | | 319 |
| | 203 |
| | 473 |
| | — |
| | 676 |
| | (108 | ) | | 2/7/2014 | | 1999 |
| Aaron Rents | | Greenwood | | MS | | — |
| | 156 |
| | 967 |
| | — |
| | 1,123 |
| | (212 | ) | | 2/19/2014 | | 2006 |
| Aaron Rents | | Magnolia | | MS | | 1,473 |
| | 287 |
| | 2,791 |
| | — |
| | 3,078 |
| | (546 | ) | | 2/7/2014 | | 2000 |
| Aaron Rents | | Charlotte | | NC | | 579 |
| | 308 |
| | 1,201 |
| | — |
| | 1,509 |
| | (237 | ) | | 2/7/2014 | | 1994 |
| Aaron Rents | | Bowling Green | | OH | | 564 |
| | 326 |
| | 928 |
| | — |
| | 1,254 |
| | (208 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | Kent | | OH | | 614 |
| | 245 |
| | 1,080 |
| | — |
| | 1,325 |
| | (247 | ) | | 2/7/2014 | | 1999 |
| Aaron Rents | | North Olmsted | | OH | | 449 |
| | 218 |
| | 753 |
| | — |
| | 971 |
| | (178 | ) | | 2/7/2014 | | 1960 |
| Aaron Rents | | Shawnee | | OK | | — |
| | 303 |
| | 1,135 |
| | — |
| | 1,438 |
| | (247 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Bloomsburg | | PA | | 400 |
| | 224 |
| | 856 |
| | — |
| | 1,080 |
| | (174 | ) | | 2/7/2014 | | 1996 |
| Aaron Rents | | Meadville | | PA | | — |
| | 237 |
| | 1,224 |
| | — |
| | 1,461 |
| | (259 | ) | | 2/7/2014 | | 1994 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Other | | N/A | | N/A | | $ | — |
| | $ | — |
| | $ | 13,345 |
| | $ | 7 |
| | $ | 13,352 |
| | $ | (4,367 | ) | | N/A | | N/A |
| Home Depot | | Columbia | | SC | | — |
| | 2,911 |
| | 15,463 |
| | — |
| | 18,374 |
| | (5,644 | ) | | 11/9/2009 | | 2009 |
| Citizens Bank | | Higganum | | CT | | — |
| | 171 |
| | 971 |
| | — |
| | 1,142 |
| | (379 | ) | | 8/1/2010 | | 1995 |
| Vacant | | New London | | CT | | — |
| | 94 |
| | 534 |
| | (498 | ) | | 130 |
| | (3 | ) | | 8/1/2010 | | 1972 |
| US Bank | | Wilmington | | IL | | — |
| | 330 |
| | 1,872 |
| | — |
| | 2,202 |
| | (694 | ) | | 8/1/2010 | | 1966 |
| US Bank | | Chicago | | IL | | — |
| | 267 |
| | 1,511 |
| | — |
| | 1,778 |
| | (590 | ) | | 8/1/2010 | | 1923 |
| US Bank | | Chicago | | IL | | — |
| | 191 |
| | 1,082 |
| | — |
| | 1,273 |
| | (422 | ) | | 8/1/2010 | | 1979 |
| US Bank | | Lyons | | IL | | — |
| | 214 |
| | 1,212 |
| | — |
| | 1,426 |
| | (473 | ) | | 8/1/2010 | | 1959 |
| US Bank | | Elmwood Park | | IL | | — |
| | 431 |
| | 2,441 |
| | — |
| | 2,872 |
| | (918 | ) | | 8/1/2010 | | 1984 |
| US Bank | | Alsip | | IL | | — |
| | 226 |
| | 1,280 |
| | — |
| | 1,506 |
| | (499 | ) | | 8/1/2010 | | 1981 |
| US Bank | | Evergreen Park | | IL | | — |
| | 167 |
| | 944 |
| | — |
| | 1,111 |
| | (369 | ) | | 8/1/2010 | | 1984 |
| Citizens Bank | | Clinton Township | | MI | | — |
| | 574 |
| | 3,250 |
| | — |
| | 3,824 |
| | (1,274 | ) | | 8/1/2010 | | 1970 |
| Vacant | | Southfield | | MI | | — |
| | 283 |
| | 1,605 |
| | (1,620 | ) | | 268 |
| | (1 | ) | | 8/1/2010 | | 1975 |
| Citizens Bank | | Richmond | | MI | | — |
| | 168 |
| | 951 |
| | — |
| | 1,119 |
| | (375 | ) | | 8/1/2010 | | 1980 |
| Citizens Bank | | St. Clair Shores | | MI | | — |
| | 309 |
| | 1,748 |
| | — |
| | 2,057 |
| | (689 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Warren | | MI | | — |
| | 178 |
| | 1,009 |
| | — |
| | 1,187 |
| | (394 | ) | | 8/1/2010 | | 1963 |
| Citizens Bank | | Dearborn | | MI | | — |
| | 434 |
| | 2,461 |
| | — |
| | 2,895 |
| | (913 | ) | | 8/1/2010 | | 1977 |
| Citizens Bank | | Dearborn | | MI | | — |
| | 385 |
| | 2,184 |
| | — |
| | 2,569 |
| | (810 | ) | | 8/1/2010 | | 1974 |
| Citizens Bank | | Livonia | | MI | | — |
| | 261 |
| | 1,476 |
| | — |
| | 1,737 |
| | (581 | ) | | 8/1/2010 | | 1959 |
| Vacant | | Harper Woods | | MI | | — |
| | 207 |
| | 1,171 |
| | (1,228 | ) | | 150 |
| | — |
| | 8/1/2010 | | 1982 |
| Citizens Bank | | Grosse Pointe | | MI | | — |
| | 410 |
| | 2,322 |
| | — |
| | 2,732 |
| | (898 | ) | | 8/1/2010 | | 1975 |
| Citizens Bank | | Pittsfield | | NH | | — |
| | 160 |
| | 908 |
| | — |
| | 1,068 |
| | (354 | ) | | 8/1/2010 | | 1976 |
| Citizens Bank | | Rollinsford | | NH | | — |
| | 78 |
| | 444 |
| | — |
| | 522 |
| | (173 | ) | | 8/1/2010 | | 1977 |
| Citizens Bank | | Albany | | NY | | — |
| | 232 |
| | 1,315 |
| | — |
| | 1,547 |
| | (488 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Johnstown | | NY | | — |
| | 163 |
| | 923 |
| | — |
| | 1,086 |
| | (342 | ) | | 8/1/2010 | | 1973 |
| Citizens Bank | | Vails Gate | | NY | | — |
| | 284 |
| | 1,610 |
| | — |
| | 1,894 |
| | (597 | ) | | 8/1/2010 | | 1967 |
| United Health Services | | Greene | | NY | | — |
| | 216 |
| | 1,227 |
| | (1,193 | ) | | 250 |
| | (6 | ) | | 8/1/2010 | | 1981 |
| Citizens Bank | | Whitesboro | | NY | | — |
| | 130 |
| | 739 |
| | — |
| | 869 |
| | (274 | ) | | 8/1/2010 | | 1995 |
| Citizens Bank | | Amherst | | NY | | — |
| | 238 |
| | 1,348 |
| | — |
| | 1,586 |
| | (507 | ) | | 8/1/2010 | | 1965 |
| Citizens Bank | | East Aurora | | NY | | — |
| | 162 |
| | 919 |
| | — |
| | 1,081 |
| | (346 | ) | | 8/1/2010 | | 1996 |
| Citizens Bank | | Rochester | | NY | | — |
| | 166 |
| | 943 |
| | — |
| | 1,109 |
| | (355 | ) | | 8/1/2010 | | 1962 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Aaron Rents | | Columbia | | SC | | — |
| | 576 |
| | 1,010 |
| | — |
| | 1,586 |
| | (206 | ) | | 2/7/2014 | | 1977 |
| Aaron Rents | | Marion | | SC | | 319 |
| | 100 |
| | 685 |
| | — |
| | 785 |
| | (141 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Chattanooga | | TN | | — |
| | 480 |
| | 1,075 |
| | — |
| | 1,555 |
| | (201 | ) | | 2/7/2014 | | 1989 |
| Aaron Rents | | Copperas Cove | | TX | | — |
| | 423 |
| | 1,341 |
| | — |
| | 1,764 |
| | (276 | ) | | 2/7/2014 | | 2007 |
| Aaron Rents | | Haltom City | | TX | | — |
| | 858 |
| | 1,024 |
| | — |
| | 1,882 |
| | (232 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Humble | | TX | | — |
| | 548 |
| | 1,146 |
| | — |
| | 1,694 |
| | (241 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Killeen | | TX | | — |
| | 815 |
| | 3,244 |
| | — |
| | 4,059 |
| | (667 | ) | | 2/7/2014 | | 1981 |
| Aaron Rents | | Kingsville | | TX | | 599 |
| | 345 |
| | 1,040 |
| | — |
| | 1,385 |
| | (215 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | Livingston | | TX | | — |
| | 173 |
| | 1,498 |
| | — |
| | 1,671 |
| | (308 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Mexia | | TX | | — |
| | 126 |
| | 1,186 |
| | — |
| | 1,312 |
| | (246 | ) | | 2/7/2014 | | 2007 |
| Aaron Rents | | Mission | | TX | | 549 |
| | 324 |
| | 954 |
| | — |
| | 1,278 |
| | (196 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | Odessa | | TX | | — |
| | 99 |
| | 768 |
| | — |
| | 867 |
| | (163 | ) | | 2/7/2014 | | 2006 |
| Aaron Rents | | Pasadena | | TX | | — |
| | 444 |
| | 1,231 |
| | — |
| | 1,675 |
| | (258 | ) | | 2/7/2014 | | 2009 |
| Aaron Rents | | Port Lavaca | | TX | | — |
| | 160 |
| | 1,274 |
| | — |
| | 1,434 |
| | (265 | ) | | 2/7/2014 | | 2007 |
| Aaron Rents | | Texas City | | TX | | — |
| | 275 |
| | 2,156 |
| | — |
| | 2,431 |
| | (442 | ) | | 2/7/2014 | | 2008 |
| Aaron Rents | | Richmond | | VA | | — |
| | 508 |
| | 1,435 |
| | — |
| | 1,943 |
| | (336 | ) | | 2/7/2014 | | 1988 |
| Abbott Laboratories | | Waukegan | | IL | | — |
| | 4,734 |
| | 21,319 |
| | 601 |
| | 26,654 |
| | (4,771 | ) | | 11/5/2013 | | 1980 |
| Abuelo's | | Rogers | | AR | | — |
| | 825 |
| | 2,296 |
| | — |
| | 3,121 |
| | (598 | ) | | 6/27/2013 | | 2003 |
| Academy Sports | | Mobile | | AL | | — |
| | 1,311 |
| | 7,431 |
| | — |
| | 8,742 |
| | (1,474 | ) | | 11/1/2013 | | 2012 |
| Academy Sports | | Montgomery | | AL | | — |
| | 1,869 |
| | 6,385 |
| | — |
| | 8,254 |
| | (1,432 | ) | | 2/7/2014 | | 2009 |
| Academy Sports | | Fayetteville | | AR | | 7,290 |
| | 1,900 |
| | 7,601 |
| | — |
| | 9,501 |
| | (2,678 | ) | | 12/28/2012 | | 2012 |
| Academy Sports | | Dalton | | GA | | 4,965 |
| | 998 |
| | 5,656 |
| | — |
| | 6,654 |
| | (1,937 | ) | | 2/20/2013 | | 2012 |
| Academy Sports | | Bossier City | | LA | | — |
| | 2,906 |
| | 6,555 |
| | — |
| | 9,461 |
| | (1,353 | ) | | 2/7/2014 | | 2008 |
| Academy Sports | | Johnson City | | TN | | — |
| | 1,902 |
| | 6,440 |
| | — |
| | 8,342 |
| | (203 | ) | | 12/19/2016 | | 2015 |
| Academy Sports | | Smyrna | | TN | | — |
| | 2,109 |
| | 8,434 |
| | — |
| | 10,543 |
| | (1,673 | ) | | 11/1/2013 | | 2012 |
| Academy Sports | | Austin | | TX | | 5,044 |
| | 4,216 |
| | 8,755 |
| | — |
| | 12,971 |
| | (1,538 | ) | | 2/7/2014 | | 1988 |
| Academy Sports | | Fort Worth | | TX | | — |
| | 2,072 |
| | 8,329 |
| | — |
| | 10,401 |
| | (1,481 | ) | | 2/7/2014 | | 2009 |
| Academy Sports | | Killeen | | TX | | 3,212 |
| | 2,779 |
| | 5,321 |
| | — |
| | 8,100 |
| | (1,007 | ) | | 2/7/2014 | | 2009 |
| Academy Sports | | Laredo | | TX | | — |
| | 2,782 |
| | 8,111 |
| | — |
| | 10,893 |
| | (1,497 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Birmingham | | AL | | — |
| | 455 |
| | 373 |
| | 6 |
| | 834 |
| | (102 | ) | | 2/28/2013 | | 1997 |
| Advance Auto Parts | | Birmingham | | AL | | — |
| | 330 |
| | 494 |
| | — |
| | 824 |
| | (135 | ) | | 2/28/2013 | | 1999 |
| Advance Auto Parts | | Calera | | AL | | — |
| | 723 |
| | 723 |
| | — |
| | 1,446 |
| | (204 | ) | | 12/27/2012 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Citizens Bank | | Port Jervis | | NY | | — |
| | 143 |
| | 811 |
| | — |
| | 954 |
| | (309 | ) | | 8/1/2010 | | 1995 |
| Vacant | | Mentor | | OH | | — |
| | 178 |
| | 1,011 |
| | (689 | ) | | 500 |
| | (6 | ) | | 8/1/2010 | | 1976 |
| Citizens Bank | | Northfield | | OH | | — |
| | 317 |
| | 1,797 |
| | — |
| | 2,114 |
| | (701 | ) | | 8/1/2010 | | 1969 |
| Citizens Bank | | Willoughby | | OH | | — |
| | 395 |
| | 2,239 |
| | (1,565 | ) | | 1,069 |
| | (34 | ) | | 8/1/2010 | | 1920 |
| Citizens Bank | | Cleveland | | OH | | — |
| | 239 |
| | 1,357 |
| | — |
| | 1,596 |
| | (537 | ) | | 8/1/2010 | | 1973 |
| Citizens Bank | | Cleveland | | OH | | — |
| | 210 |
| | 1,190 |
| | — |
| | 1,400 |
| | (471 | ) | | 8/1/2010 | | 1950 |
| Citizens Bank | | Cleveland | | OH | | — |
| | 182 |
| | 1,031 |
| | — |
| | 1,213 |
| | (408 | ) | | 8/1/2010 | | 1930 |
| Citizens Bank | | Lakewood | | OH | | — |
| | 196 |
| | 1,111 |
| | — |
| | 1,307 |
| | (412 | ) | | 8/1/2010 | | 1985 |
| Citizens Bank | | Rocky River | | OH | | — |
| | 283 |
| | 1,602 |
| | — |
| | 1,885 |
| | (594 | ) | | 8/1/2010 | | 1972 |
| Citizens Bank | | Broadview Heights | | OH | | — |
| | 201 |
| | 1,140 |
| | — |
| | 1,341 |
| | (435 | ) | | 8/1/2010 | | 1982 |
| Citizens Bank | | Boardman | | OH | | — |
| | 280 |
| | 1,589 |
| | — |
| | 1,869 |
| | (629 | ) | | 8/1/2010 | | 1984 |
| Citizens Bank | | Brunswick | | OH | | — |
| | 186 |
| | 1,057 |
| | — |
| | 1,243 |
| | (418 | ) | | 8/1/2010 | | 2004 |
| Citizens Bank | | Wadsworth | | OH | | — |
| | 158 |
| | 893 |
| | — |
| | 1,051 |
| | (353 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Alliance | | OH | | — |
| | 204 |
| | 1,156 |
| | — |
| | 1,360 |
| | (457 | ) | | 8/1/2010 | | 1972 |
| Citizens Bank | | Louisville | | OH | | — |
| | 191 |
| | 1,080 |
| | — |
| | 1,271 |
| | (427 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Massillon | | OH | | — |
| | 287 |
| | 1,624 |
| | — |
| | 1,911 |
| | (642 | ) | | 8/1/2010 | | 1978 |
| Vacant | | Massillon | | OH | | — |
| | 212 |
| | 1,202 |
| | (1,269 | ) | | 145 |
| | (1 | ) | | 8/1/2010 | | 1958 |
| Citizens Bank | | Narberth | | PA | | — |
| | 420 |
| | 2,381 |
| | — |
| | 2,801 |
| | (883 | ) | | 8/1/2010 | | 1935 |
| Citizens Bank | | St. Albans | | VT | | — |
| | 141 |
| | 798 |
| | — |
| | 939 |
| | (304 | ) | | 8/1/2010 | | 1989 |
| Community Bank | | Whitehall | | NY | | — |
| | 106 |
| | 600 |
| | — |
| | 706 |
| | (222 | ) | | 8/1/2011 | | 1995 |
| FedEx | | Butte | | MT | | — |
| | 403 |
| | 7,653 |
| | 6,126 |
| | 14,182 |
| | (3,603 | ) | | 9/27/2011 | | 2001 |
| Advance Auto Parts | | Houston | | TX | | 800 |
| | 343 |
| | 1,029 |
| | — |
| | 1,372 |
| | (384 | ) | | 9/30/2011 | | 2006 |
| Advance Auto Parts | | Houston | | TX | | 800 |
| | 248 |
| | 991 |
| | — |
| | 1,239 |
| | (370 | ) | | 9/30/2011 | | 2006 |
| Walgreens | | Staten Island | | NY | | — |
| | — |
| | 3,984 |
| | — |
| | 3,984 |
| | (1,579 | ) | | 10/5/2011 | | 2007 |
| Walgreens | | Coalinga | | CA | | 2,800 |
| | 396 |
| | 3,568 |
| | — |
| | 3,964 |
| | (1,414 | ) | | 10/11/2011 | | 2008 |
| Dollar General | | Red Level | | AL | | 300 |
| | 120 |
| | 680 |
| | — |
| | 800 |
| | (252 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Molino | | FL | | 400 |
| | 178 |
| | 1,007 |
| | — |
| | 1,185 |
| | (374 | ) | | 10/31/2011 | | 2011 |
| Dollar General | | Maysville | | MO | | 300 |
| | 107 |
| | 607 |
| | — |
| | 714 |
| | (225 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Forest | | OH | | 300 |
| | 76 |
| | 681 |
| | — |
| | 757 |
| | (253 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | New Matamoras | | OH | | 300 |
| | 123 |
| | 696 |
| | — |
| | 819 |
| | (258 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Payne | | OH | | 300 |
| | 81 |
| | 729 |
| | — |
| | 810 |
| | (271 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Pleasant City | | OH | | 300 |
| | 131 |
| | 740 |
| | — |
| | 871 |
| | (275 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Poteet | | TX | | 400 |
| | 96 |
| | 864 |
| | — |
| | 960 |
| | (321 | ) | | 10/31/2011 | | 2010 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Progreso | | TX | | 400 |
| | 169 |
| | 957 |
| | — |
| | 1,126 |
| | (355 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Rio Grande City | | TX | | 300 |
| | 137 |
| | 779 |
| | — |
| | 916 |
| | (289 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Roma | | TX | | 500 |
| | 253 |
| | 1,010 |
| | — |
| | 1,263 |
| | (375 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Bella Vista | | AR | | — |
| | 129 |
| | 302 |
| | 35 |
| | 466 |
| | (114 | ) | | 11/10/2011 | | 2005 |
| Dollar General | | Carlisle | | AR | | — |
| | 13 |
| | 245 |
| | (2 | ) | | 256 |
| | (90 | ) | | 11/10/2011 | | 2005 |
| Dollar General | | Green Forest | | AR | | — |
| | 52 |
| | 303 |
| | 38 |
| | 393 |
| | (115 | ) | | 11/10/2011 | | 2005 |
| Dollar General | | Jonesboro | | IL | | — |
| | 77 |
| | 309 |
| | — |
| | 386 |
| | (114 | ) | | 11/10/2011 | | 2007 |
| Dollar General | | Appleton City | | MO | | — |
| | 22 |
| | 124 |
| | — |
| | 146 |
| | (46 | ) | | 11/10/2011 | | 2004 |
| Dollar General | | Ash Grove | | MO | | — |
| | 35 |
| | 315 |
| | 28 |
| | 378 |
| | (116 | ) | | 11/10/2011 | | 2006 |
| Dollar General | | Ashland | | MO | | — |
| | 70 |
| | 398 |
| | 135 |
| | 603 |
| | (159 | ) | | 11/10/2011 | | 2006 |
| Dollar General | | Bernie | | MO | | — |
| | 35 |
| | 314 |
| | — |
| | 349 |
| | (116 | ) | | 11/10/2011 | | 2007 |
| Dollar General | | Bloomfield | | MO | | — |
| | 23 |
| | 215 |
| | 38 |
| | 276 |
| | (78 | ) | | 11/10/2011 | | 2005 |
| Dollar General | | Carterville | | MO | | — |
| | 10 |
| | 192 |
| | — |
| | 202 |
| | (71 | ) | | 11/10/2011 | | 2004 |
| Dollar General | | Clarkton | | MO | | — |
| | 19 |
| | 354 |
| | — |
| | 373 |
| | (131 | ) | | 11/10/2011 | | 2007 |
| Dollar General | | Diamond | | MO | | — |
| | 44 |
| | 175 |
| | — |
| | 219 |
| | (65 | ) | | 11/10/2011 | | 2005 |
| Dollar General | | Ellsinore | | MO | | — |
| | 30 |
| | 579 |
| | 91 |
| | 700 |
| | (214 | ) | | 11/10/2011 | | 2010 |
| Dollar General | | Hallsville | | MO | | — |
| | 29 |
| | 263 |
| | 32 |
| | 324 |
| | (96 | ) | | 11/10/2011 | | 2004 |
| Dollar General | | Lawson | | MO | | — |
| | 29 |
| | 162 |
| | 6 |
| | 197 |
| | (60 | ) | | 11/10/2011 | | 2003 |
| Dollar General | | Lilbourn | | MO | | — |
| | 62 |
| | 554 |
| | — |
| | 616 |
| | (204 | ) | | 11/10/2011 | | 2010 |
| Dollar General | | Qulin | | MO | | — |
| | 30 |
| | 573 |
| | 68 |
| | 671 |
| | (210 | ) | | 11/10/2011 | | 2009 |
| Dollar General | | Steele | | MO | | — |
| | 31 |
| | 598 |
| | — |
| | 629 |
| | (221 | ) | | 11/10/2011 | | 2009 |
| Dollar General | | Strafford | | MO | | — |
| | 51 |
| | 471 |
| | 44 |
| | 566 |
| | (172 | ) | | 11/10/2011 | | 2009 |
| Dollar General | | Commerce | | OK | | — |
| | 38 |
| | 341 |
| | (6 | ) | | 373 |
| | (125 | ) | | 11/10/2011 | | 2006 |
| Walgreens | | Maplewood | | NJ | | 4,700 |
| | 1,071 |
| | 6,071 |
| | — |
| | 7,142 |
| | (2,390 | ) | | 11/18/2011 | | 2011 |
| Dollar General | | Auxvasse | | MO | | 300 |
| | 72 |
| | 650 |
| | — |
| | 722 |
| | (240 | ) | | 11/22/2011 | | 2011 |
| Dollar General | | Conway | | MO | | 300 |
| | 37 |
| | 694 |
| | — |
| | 731 |
| | (256 | ) | | 11/22/2011 | | 2011 |
| Dollar General | | King City | | MO | | 300 |
| | 33 |
| | 625 |
| | — |
| | 658 |
| | (231 | ) | | 11/22/2011 | | 2010 |
| Dollar General | | Licking | | MO | | 300 |
| | 76 |
| | 688 |
| | — |
| | 764 |
| | (254 | ) | | 11/22/2011 | | 2010 |
| Dollar General | | Stanberry | | MO | | 300 |
| | 111 |
| | 629 |
| | — |
| | 740 |
| | (232 | ) | | 11/22/2011 | | 2010 |
| Advance Auto Parts | | Caro | | MI | | — |
| | 117 |
| | 665 |
| | (9 | ) | | 773 |
| | (243 | ) | | 11/23/2011 | | 2002 |
| Advance Auto Parts | | Charlotte | | MI | | — |
| | 123 |
| | 697 |
| | 92 |
| | 912 |
| | (262 | ) | | 11/23/2011 | | 2002 |
| Advance Auto Parts | | Flint | | MI | | — |
| | 133 |
| | 534 |
| | 92 |
| | 759 |
| | (198 | ) | | 11/23/2011 | | 2002 |
| Advance Auto Parts | | Sault Ste. Marie | | MI | | — |
| | 75 |
| | 671 |
| | 80 |
| | 826 |
| | (264 | ) | | 11/23/2011 | | 2003 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Walgreens | | Stevensville | | MI | | 3,099 |
| | 855 |
| | 3,420 |
| | — |
| | 4,275 |
| | (1,347 | ) | | 11/28/2011 | | 2007 |
| Dollar General | | Tarrant | | AL | | — |
| | 217 |
| | 869 |
| | — |
| | 1,086 |
| | (318 | ) | | 12/12/2011 | | 2011 |
| Advance Auto Parts | | Livonia | | MI | | — |
| | 210 |
| | 643 |
| | 49 |
| | 902 |
| | (241 | ) | | 12/12/2011 | | 2003 |
| General Service Administration | | Cocoa | | FL | | 500 |
| | 253 |
| | 1,435 |
| | 15 |
| | 1,703 |
| | (552 | ) | | 12/13/2011 | | 2009 |
| Dollar General | | Monroeville | | IN | | — |
| | 112 |
| | 636 |
| | — |
| | 748 |
| | (233 | ) | | 12/22/2011 | | 2011 |
| FedEx | | Belmont | | NH | | — |
| | 265 |
| | 2,386 |
| | — |
| | 2,651 |
| | (996 | ) | | 12/29/2011 | | 1991 |
| Walgreens | | Myrtle Beach | | SC | | — |
| | — |
| | 2,077 |
| | — |
| | 2,077 |
| | (813 | ) | | 12/29/2011 | | 2001 |
| Dollar Tree/Family Dollar | | Madison | | NE | | — |
| | 37 |
| | 703 |
| | — |
| | 740 |
| | (258 | ) | | 12/30/2011 | | 2011 |
| Dollar Tree/Family Dollar | | Floydada | | TX | | — |
| | 36 |
| | 681 |
| | — |
| | 717 |
| | (250 | ) | | 12/30/2011 | | 2010 |
| Dollar General | | Tuscaloosa | | AL | | 300 |
| | 133 |
| | 756 |
| | — |
| | 889 |
| | (277 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Grand Ridge | | FL | | 300 |
| | 76 |
| | 684 |
| | — |
| | 760 |
| | (251 | ) | | 12/30/2011 | | 2010 |
| Dollar General | | St. Clair | | MO | | 400 |
| | 220 |
| | 879 |
| | — |
| | 1,099 |
| | (322 | ) | | 12/30/2011 | | 1995 |
| Dollar General | | Pleasant Hill | | TN | | 300 |
| | 39 |
| | 747 |
| | — |
| | 786 |
| | (274 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Lyford | | TX | | 300 |
| | 80 |
| | 724 |
| | — |
| | 804 |
| | (265 | ) | | 12/30/2011 | | 2010 |
| Dollar General | | Mellen | | WI | | 300 |
| | 79 |
| | 711 |
| | — |
| | 790 |
| | (261 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Minong | | WI | | 300 |
| | 38 |
| | 727 |
| | — |
| | 765 |
| | (266 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Solon Springs | | WI | | 300 |
| | 76 |
| | 685 |
| | — |
| | 761 |
| | (251 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Edwards | | MS | | 300 |
| | 75 |
| | 671 |
| | — |
| | 746 |
| | (246 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Greenville | | MS | | 300 |
| | 82 |
| | 739 |
| | — |
| | 821 |
| | (271 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Walnut Grove | | MS | | 300 |
| | 71 |
| | 641 |
| | — |
| | 712 |
| | (235 | ) | | 12/30/2011 | | 2011 |
| General Service Administration | | Craig | | CO | | — |
| | 129 |
| | 1,159 |
| | 16 |
| | 1,304 |
| | (445 | ) | | 12/30/2011 | | 1995 |
| Dollar Tree/Family Dollar | | Stilwell | | OK | | — |
| | 40 |
| | 768 |
| | — |
| | 808 |
| | (280 | ) | | 1/6/2012 | | 2011 |
| General Service Administration | | Freeport | | NY | | — |
| | 843 |
| | 3,372 |
| | — |
| | 4,215 |
| | (1,276 | ) | | 1/10/2012 | | 1995 |
| Walgreens | | Eastpointe | | MI | | — |
| | 668 |
| | 2,672 |
| | — |
| | 3,340 |
| | (1,039 | ) | | 1/19/2012 | | 1998 |
| Express Scripts | | Berkeley | | MO | | — |
| | 5,706 |
| | 32,333 |
| | — |
| | 38,039 |
| | (12,526 | ) | | 1/25/2012 | | 2011 |
| Tractor Supply | | Allentown | | NJ | | — |
| | 697 |
| | 3,949 |
| | — |
| | 4,646 |
| | (1,334 | ) | | 1/27/2012 | | 2008 |
| Dollar Tree/Family Dollar | | Fort Yates | | ND | | — |
| | 126 |
| | 715 |
| | — |
| | 841 |
| | (260 | ) | | 1/31/2012 | | 2010 |
| Dollar Tree/Family Dollar | | New Town | | ND | | — |
| | 105 |
| | 942 |
| | 23 |
| | 1,070 |
| | (345 | ) | | 1/31/2012 | | 2011 |
| Dollar Tree/Family Dollar | | Rolla | | ND | | — |
| | 83 |
| | 749 |
| | — |
| | 832 |
| | (273 | ) | | 1/31/2012 | | 2010 |
| Dollar Tree/Family Dollar | | Martin | | SD | | — |
| | 85 |
| | 764 |
| | — |
| | 849 |
| | (278 | ) | | 1/31/2012 | | 2010 |
| Dollar General | | Hampton | | IA | | — |
| | 188 |
| | 751 |
| | — |
| | 939 |
| | (272 | ) | | 2/1/2012 | | 2012 |
| Dollar General | | Lake Mills | | IA | | — |
| | 81 |
| | 728 |
| | — |
| | 809 |
| | (263 | ) | | 2/1/2012 | | 2012 |
| Dollar General | | Marthasville | | MO | | 300 |
| | 41 |
| | 782 |
| | — |
| | 823 |
| | (283 | ) | | 2/1/2012 | | 2011 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Rio Grande City | | TX | | — |
| | 163 |
| | 652 |
| | — |
| | 815 |
| | (236 | ) | | 2/1/2012 | | 2011 |
| FedEx | | Blountville | | TN | | — |
| | 562 |
| | 5,056 |
| | — |
| | 5,618 |
| | (2,080 | ) | | 2/3/2012 | | 2009 |
| Dollar General | | Choudrant | | LA | | 300 |
| | 83 |
| | 745 |
| | — |
| | 828 |
| | (270 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Mangham | | LA | | 300 |
| | 40 |
| | 759 |
| | — |
| | 799 |
| | (275 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Mount Hermon | | LA | | 400 |
| | 94 |
| | 842 |
| | — |
| | 936 |
| | (305 | ) | | 2/6/2012 | | 2009 |
| Dollar General | | Monroe | | LA | | 400 |
| | 97 |
| | 869 |
| | — |
| | 966 |
| | (314 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Fayetteville | | NC | | 300 |
| | 216 |
| | 647 |
| | — |
| | 863 |
| | (234 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Ocean Isle Beach | | NC | | 400 |
| | 341 |
| | 633 |
| | — |
| | 974 |
| | (229 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Vass | | NC | | 300 |
| | 226 |
| | 528 |
| | — |
| | 754 |
| | (191 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Richmond | | VA | | 400 |
| | 242 |
| | 726 |
| | — |
| | 968 |
| | (263 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Danville | | VA | | 300 |
| | 155 |
| | 621 |
| | — |
| | 776 |
| | (225 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Hopewell | | VA | | 500 |
| | 584 |
| | 713 |
| | — |
| | 1,297 |
| | (258 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Hot Springs | | VA | | 400 |
| | 283 |
| | 661 |
| | — |
| | 944 |
| | (239 | ) | | 2/6/2012 | | 2011 |
| Walgreens | | Anderson | | SC | | — |
| | 835 |
| | 3,342 |
| | — |
| | 4,177 |
| | (1,291 | ) | | 2/8/2012 | | 2006 |
| Walgreens | | Wetumpka | | AL | | — |
| | 547 |
| | 3,102 |
| | — |
| | 3,649 |
| | (1,198 | ) | | 2/22/2012 | | 2007 |
| Walgreens | | Shereveport | | LA | | — |
| | 619 |
| | 3,509 |
| | — |
| | 4,128 |
| | (1,355 | ) | | 2/22/2012 | | 2003 |
| Walgreens | | Bryan | | OH | | — |
| | 219 |
| | 4,154 |
| | — |
| | 4,373 |
| | (1,605 | ) | | 2/22/2012 | | 2007 |
| FedEx | | Greenville | | NC | | — |
| | 363 |
| | 6,903 |
| | — |
| | 7,266 |
| | (2,840 | ) | | 2/22/2012 | | 2006 |
| FedEx | | Tulsa | | OK | | — |
| | 458 |
| | 8,695 |
| | — |
| | 9,153 |
| | (3,577 | ) | | 2/22/2012 | | 2008 |
| Dollar General | | Greenfield | | OH | | 400 |
| | 110 |
| | 986 |
| | — |
| | 1,096 |
| | (357 | ) | | 2/23/2012 | | 2011 |
| Dollar General | | Sikeston | | MO | | — |
| | 56 |
| | 1,056 |
| | — |
| | 1,112 |
| | (382 | ) | | 2/24/2012 | | 2011 |
| Dollar General | | Vienna | | MO | | — |
| | 78 |
| | 704 |
| | — |
| | 782 |
| | (255 | ) | | 2/24/2012 | | 2011 |
| Dollar General | | Lake Charles | | LA | | — |
| | 102 |
| | 919 |
| | — |
| | 1,021 |
| | (332 | ) | | 2/29/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Kerens | | TX | | — |
| | 73 |
| | 658 |
| | — |
| | 731 |
| | (238 | ) | | 2/29/2012 | | 2011 |
| General Service Administration | | Grangeville | | ID | | 2,100 |
| | 317 |
| | 6,023 |
| | 27 |
| | 6,367 |
| | (2,248 | ) | | 3/5/2012 | | 2007 |
| Dollar General | | Gardner | | LA | | — |
| | 138 |
| | 784 |
| | — |
| | 922 |
| | (282 | ) | | 3/8/2012 | | 2012 |
| Dollar General | | West Monroe | | LA | | — |
| | 153 |
| | 869 |
| | — |
| | 1,022 |
| | (312 | ) | | 3/9/2012 | | 1995 |
| Dollar General | | Altamont | | IL | | — |
| | 211 |
| | 844 |
| | — |
| | 1,055 |
| | (304 | ) | | 3/9/2012 | | 2012 |
| Advance Auto Parts | | Greenwood | | SC | | — |
| | 210 |
| | 630 |
| | — |
| | 840 |
| | (227 | ) | | 3/9/2012 | | 1995 |
| Dollar General | | Cadillac | | MI | | — |
| | 187 |
| | 747 |
| | — |
| | 934 |
| | (268 | ) | | 3/16/2012 | | 2012 |
| Dollar General | | Carleton | | MI | | — |
| | 222 |
| | 666 |
| | — |
| | 888 |
| | (239 | ) | | 3/16/2012 | | 2011 |
| FedEx | | Kokomo | | IN | | — |
| | 186 |
| | 3,541 |
| | 3,442 |
| | 7,169 |
| | (1,895 | ) | | 3/16/2012 | | 2012 |
| FedEx | | Commerce City | | CO | | — |
| | 6,556 |
| | 26,224 |
| | 393 |
| | 33,173 |
| | (10,758 | ) | | 3/20/2012 | | 2007 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| CVS | | Franklin | | IN | | — |
| | 310 |
| | 2,787 |
| | (6 | ) | | 3,091 |
| | (1,070 | ) | | 3/29/2012 | | 1999 |
| Advance Auto Parts | | Auburn | | IN | | — |
| | 337 |
| | 1,347 |
| | — |
| | 1,684 |
| | (484 | ) | | 3/29/2012 | | 2007 |
| Dollar Tree/Family Dollar | | Biloxi | | MS | | — |
| | 310 |
| | 575 |
| | — |
| | 885 |
| | (207 | ) | | 3/30/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Carriere | | MS | | — |
| | 200 |
| | 599 |
| | — |
| | 799 |
| | (215 | ) | | 3/30/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Tickfaw | | LA | | — |
| | 181 |
| | 543 |
| | — |
| | 724 |
| | (195 | ) | | 3/30/2012 | | 2011 |
| Dollar General | | Oran | | MO | | — |
| | 83 |
| | 747 |
| | — |
| | 830 |
| | (269 | ) | | 3/30/2012 | | 2012 |
| Dollar Tree/Family Dollar | | St Louis | | MO | | — |
| | 168 |
| | 671 |
| | (4 | ) | | 835 |
| | (238 | ) | | 4/2/2012 | | 2006 |
| FedEx | | Blauvelt | | NY | | 26,100 |
| | 14,420 |
| | 26,779 |
| | — |
| | 41,199 |
| | (10,851 | ) | | 4/5/2012 | | 2012 |
| Dollar General | | Soso | | MS | | — |
| | 116 |
| | 658 |
| | — |
| | 774 |
| | (235 | ) | | 4/12/2012 | | 2011 |
| Advance Auto Parts | | Warren | | OH | | — |
| | 83 |
| | 745 |
| | (2 | ) | | 826 |
| | (265 | ) | | 4/12/2012 | | 2003 |
| Dollar General | | Como | | TX | | — |
| | 76 |
| | 683 |
| | — |
| | 759 |
| | (244 | ) | | 4/20/2012 | | 2012 |
| Dollar General | | Gordonville | | TX | | — |
| | 38 |
| | 717 |
| | — |
| | 755 |
| | (256 | ) | | 4/20/2012 | | 2012 |
| Rubbermaid | | Winfield | | KS | | — |
| | 1,056 |
| | 20,060 |
| | — |
| | 21,116 |
| | (8,128 | ) | | 4/25/2012 | | 2008 |
| Dollar General | | Chunchula | | AL | | — |
| | 174 |
| | 697 |
| | — |
| | 871 |
| | (249 | ) | | 4/26/2012 | | 2012 |
| Dollar General | | Moulton | | AL | | — |
| | 517 |
| | 1,207 |
| | — |
| | 1,724 |
| | (431 | ) | | 4/26/2012 | | 2012 |
| Dollar General | | Nancy | | KY | | — |
| | 81 |
| | 733 |
| | — |
| | 814 |
| | (262 | ) | | 4/26/2012 | | 2011 |
| Dollar General | | New Iberia | | LA | | — |
| | 315 |
| | 736 |
| | — |
| | 1,051 |
| | (263 | ) | | 4/26/2012 | | 2011 |
| Dollar General | | Patterson | | LA | | — |
| | 259 |
| | 1,035 |
| | — |
| | 1,294 |
| | (370 | ) | | 4/26/2012 | | 2011 |
| Dollar General | | Zachary | | LA | | — |
| | 248 |
| | 743 |
| | — |
| | 991 |
| | (265 | ) | | 4/26/2012 | | 2011 |
| Citizens Bank | | Wilmington | | DE | | — |
| | 299 |
| | 299 |
| | — |
| | 598 |
| | (102 | ) | | 4/26/2012 | | 1967 |
| Citizens Bank | | Pelham | | NH | | — |
| | 113 |
| | 340 |
| | — |
| | 453 |
| | (116 | ) | | 4/26/2012 | | 1983 |
| Dollar General | | New Haven | | MO | | — |
| | 176 |
| | 702 |
| | — |
| | 878 |
| | (251 | ) | | 4/27/2012 | | 2012 |
| Dollar General | | Ozark | | MO | | — |
| | 190 |
| | 758 |
| | — |
| | 948 |
| | (271 | ) | | 4/27/2012 | | 2012 |
| Dollar General | | LittleRiver Acdmy | | TX | | — |
| | 122 |
| | 693 |
| | — |
| | 815 |
| | (248 | ) | | 4/27/2012 | | 2012 |
| Tire Kingdom | | Dublin | | OH | | — |
| | 373 |
| | 1,119 |
| | — |
| | 1,492 |
| | (434 | ) | | 4/30/2012 | | 2003 |
| Dollar General | | Moorhead | | MS | | — |
| | 107 |
| | 606 |
| | — |
| | 713 |
| | (215 | ) | | 5/1/2012 | | 2011 |
| Dollar Tree/Family Dollar | | Chalmette | | LA | | — |
| | 751 |
| | 615 |
| | — |
| | 1,366 |
| | (218 | ) | | 5/3/2012 | | 2011 |
| Circle K | | Phoenix | | AZ | | — |
| | 344 |
| | 1,377 |
| | — |
| | 1,721 |
| | (489 | ) | | 5/4/2012 | | 1986 |
| Dollar Tree/Family Dollar | | Rangely | | CO | | — |
| | 66 |
| | 593 |
| | — |
| | 659 |
| | (210 | ) | | 5/4/2012 | | 2010 |
| Dollar Tree/Family Dollar | | Lovelock | | NV | | — |
| | 185 |
| | 742 |
| | — |
| | 927 |
| | (263 | ) | | 5/4/2012 | | 2012 |
| Dollar General | | Burkeville | | VA | | — |
| | 160 |
| | 906 |
| | — |
| | 1,066 |
| | (321 | ) | | 5/8/2012 | | 2012 |
| General Service Administration | | Fort Worth | | TX | | — |
| | 477 |
| | 4,294 |
| | (4 | ) | | 4,767 |
| | (1,574 | ) | | 5/9/2012 | | 2010 |
| Dollar Tree/Family Dollar | | Wells | | NV | | — |
| | 84 |
| | 755 |
| | — |
| | 839 |
| | (268 | ) | | 5/11/2012 | | 2011 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Lucasville | | OH | | — |
| | 223 |
| | 893 |
| | — |
| | 1,116 |
| | (317 | ) | | 5/16/2012 | | 2012 |
| Dollar General | | Durand | | MI | | — |
| | 181 |
| | 726 |
| | — |
| | 907 |
| | (257 | ) | | 5/18/2012 | | 2012 |
| Dollar General | | Flint | | MI | | — |
| | 83 |
| | 743 |
| | — |
| | 826 |
| | (264 | ) | | 5/18/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Gulfport | | MS | | — |
| | 209 |
| | 626 |
| | — |
| | 835 |
| | (222 | ) | | 5/21/2012 | | 2012 |
| Dollar Tree/Family Dollar | | D'Iberville | | MS | | — |
| | 241 |
| | 561 |
| | — |
| | 802 |
| | (199 | ) | | 5/21/2012 | | 2012 |
| General Mills | | Geneva | | IL | | — |
| | 7,457 |
| | 22,371 |
| | — |
| | 29,828 |
| | (8,996 | ) | | 5/23/2012 | | 1998 |
| Dollar Tree/Family Dollar | | Caldwell | | TX | | — |
| | 138 |
| | 552 |
| | 387 |
| | 1,077 |
| | (205 | ) | | 5/29/2012 | | 2012 |
| Walgreens | | Las Vegas | | NV | | 6,566 |
| | 1,528 |
| | 6,114 |
| | — |
| | 7,642 |
| | (2,316 | ) | | 5/30/2012 | | 2009 |
| FedEx | | Evansville | | IN | | — |
| | 665 |
| | 2,661 |
| | 7 |
| | 3,333 |
| | (1,070 | ) | | 5/31/2012 | | 1998 |
| FedEx | | Kankakee | | IL | | — |
| | 195 |
| | 1,103 |
| | 176 |
| | 1,474 |
| | (484 | ) | | 5/31/2012 | | 2003 |
| Dollar Tree/Family Dollar | | Hawthorne | | NV | | — |
| | 191 |
| | 764 |
| | — |
| | 955 |
| | (269 | ) | | 6/1/2012 | | 2012 |
| Big O Tires | | Los Lunas | | NM | | — |
| | 316 |
| | 1,265 |
| | — |
| | 1,581 |
| | (483 | ) | | 6/1/2012 | | 2006 |
| NTW | | Morrow | | GA | | — |
| | 397 |
| | 1,586 |
| | — |
| | 1,983 |
| | (605 | ) | | 6/5/2012 | | 1992 |
| Fresenius Medical Care | | Caro | | MI | | — |
| | 92 |
| | 1,744 |
| | — |
| | 1,836 |
| | (538 | ) | | 6/5/2012 | | 1995 |
| Fresenius Medical Care | | Jackson | | MI | | 1,948 |
| | 137 |
| | 2,603 |
| | — |
| | 2,740 |
| | (804 | ) | | 6/5/2012 | | 1995 |
| Fresenius Medical Care | | Kings Mills | | OH | | — |
| | 399 |
| | 598 |
| | 6 |
| | 1,003 |
| | (190 | ) | | 6/5/2012 | | 1995 |
| Dollar General | | Birmingham | | AL | | — |
| | 156 |
| | 882 |
| | — |
| | 1,038 |
| | (311 | ) | | 6/6/2012 | | 2012 |
| Dollar General | | Pacific | | MO | | — |
| | 151 |
| | 853 |
| | — |
| | 1,004 |
| | (301 | ) | | 6/6/2012 | | 2012 |
| Dollar General | | Loudonville | | OH | | — |
| | 236 |
| | 945 |
| | — |
| | 1,181 |
| | (333 | ) | | 6/6/2012 | | 2012 |
| Dollar General | | Natchez | | MS | | — |
| | 166 |
| | 664 |
| | — |
| | 830 |
| | (234 | ) | | 6/12/2012 | | 2012 |
| Tractor Supply | | Negaunee | | MI | | — |
| | 488 |
| | 1,953 |
| | — |
| | 2,441 |
| | (633 | ) | | 6/12/2012 | | 2010 |
| Dollar General | | Springfield | | MO | | — |
| | 378 |
| | 702 |
| | — |
| | 1,080 |
| | (248 | ) | | 6/14/2012 | | 2012 |
| FedEx | | Bryan | | TX | | — |
| | 1,422 |
| | 4,763 |
| | 33 |
| | 6,218 |
| | (1,523 | ) | | 6/15/2012 | | 1995 |
| General Service Administration | | Plattsburgh | | NY | | — |
| | 508 |
| | 4,572 |
| | — |
| | 5,080 |
| | (1,664 | ) | | 6/19/2012 | | 2008 |
| General Service Administration | | Mobile | | AL | | — |
| | 268 |
| | 5,095 |
| | 49 |
| | 5,412 |
| | (1,860 | ) | | 6/19/2012 | | 1995 |
| Tractor Supply | | Rio Grande | | TX | | — |
| | 469 |
| | 1,095 |
| | — |
| | 1,564 |
| | (355 | ) | | 6/19/2012 | | 1993 |
| General Service Administration | | Warren | | PA | | — |
| | 341 |
| | 3,114 |
| | 55 |
| | 3,510 |
| | (1,144 | ) | | 6/19/2012 | | 2008 |
| Dollar General | | Ash Flat | | AR | | — |
| | 44 |
| | 132 |
| | 24 |
| | 200 |
| | (48 | ) | | 6/19/2012 | | 1997 |
| Dollar General | | Flippin | | AR | | — |
| | 53 |
| | 64 |
| | 1 |
| | 118 |
| | (22 | ) | | 6/19/2012 | | 1994 |
| Dollar General | | Panama City | | FL | | — |
| | 139 |
| | 312 |
| | 280 |
| | 731 |
| | (58 | ) | | 6/19/2012 | | 1987 |
| Dollar General | | Clever | | MO | | — |
| | 136 |
| | 542 |
| | — |
| | 678 |
| | (191 | ) | | 6/19/2012 | | 2010 |
| Dollar General | | Humansville | | MO | | — |
| | 69 |
| | 277 |
| | — |
| | 346 |
| | (98 | ) | | 6/19/2012 | | 2007 |
| Dollar General | | Oak Grove | | MO | | — |
| | 27 |
| | 106 |
| | 64 |
| | 197 |
| | (41 | ) | | 6/19/2012 | | 1999 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Palmyra | | MO | | — |
| | 40 |
| | 225 |
| | (3 | ) | | 262 |
| | (79 | ) | | 6/19/2012 | | 2003 |
| Dollar General | | Senath | | MO | | — |
| | 61 |
| | 552 |
| | — |
| | 613 |
| | (195 | ) | | 6/19/2012 | | 2010 |
| Dollar General | | Seneca | | MO | | — |
| | 47 |
| | 189 |
| | 180 |
| | 416 |
| | (90 | ) | | 6/19/2012 | | 1962 |
| Dollar General | | St. James | | MO | | — |
| | 81 |
| | 244 |
| | — |
| | 325 |
| | (86 | ) | | 6/19/2012 | | 1999 |
| Dollar General | | Willow Springs | | MO | | — |
| | 24 |
| | 213 |
| | 48 |
| | 285 |
| | (77 | ) | | 6/19/2012 | | 2002 |
| Advance Auto Parts | | Woodbury | | NJ | | — |
| | 446 |
| | 1,784 |
| | — |
| | 2,230 |
| | (629 | ) | | 6/20/2012 | | 2007 |
| Advance Auto Parts | | Chapin | | SC | | — |
| | 395 |
| | 922 |
| | — |
| | 1,317 |
| | (325 | ) | | 6/20/2012 | | 2007 |
| General Service Administration | | Gloucester | | VA | | — |
| | 287 |
| | 1,628 |
| | 8 |
| | 1,923 |
| | (593 | ) | | 6/20/2012 | | 1995 |
| Dollar General | | Melvindale | | MI | | — |
| | 242 |
| | 967 |
| | — |
| | 1,209 |
| | (341 | ) | | 6/26/2012 | | 2012 |
| Fresenius Medical Care | | Peru | | IN | | — |
| | 69 |
| | 1,305 |
| | — |
| | 1,374 |
| | (403 | ) | | 6/27/2012 | | 1982 |
| Walgreens | | Eaton | | OH | | — |
| | 398 |
| | 3,586 |
| | — |
| | 3,984 |
| | (1,349 | ) | | 6/27/2012 | | 2008 |
| Walgreens | | Easley | | SC | | — |
| | 1,206 |
| | 3,617 |
| | — |
| | 4,823 |
| | (1,361 | ) | | 6/27/2012 | | 2007 |
| Advance Auto Parts | | Chesterfield | | SC | | — |
| | 131 |
| | 745 |
| | — |
| | 876 |
| | (262 | ) | | 6/27/2012 | | 2008 |
| Dollar General | | Bergman | | AR | | — |
| | 113 |
| | 639 |
| | — |
| | 752 |
| | (224 | ) | | 7/2/2012 | | 2011 |
| Dollar General | | Hickory | | MS | | — |
| | 77 |
| | 692 |
| | — |
| | 769 |
| | (242 | ) | | 7/2/2012 | | 2011 |
| Dollar General | | Stonewall | | MS | | — |
| | 116 |
| | 655 |
| | — |
| | 771 |
| | (229 | ) | | 7/2/2012 | | 2011 |
| Dollar General | | Stringer | | MS | | — |
| | 116 |
| | 655 |
| | — |
| | 771 |
| | (229 | ) | | 7/2/2012 | | 2011 |
| Dollar Tree/Family Dollar | | Eagle Lake | | TX | | — |
| | 100 |
| | 566 |
| | 100 |
| | 766 |
| | (215 | ) | | 7/6/2012 | | 2012 |
| Dollar General | | Silsbee | | TX | | — |
| | 43 |
| | 810 |
| | — |
| | 853 |
| | (284 | ) | | 7/6/2012 | | 2012 |
| Advance Auto Parts | | Pasadena | | TX | | — |
| | 382 |
| | 1,146 |
| | — |
| | 1,528 |
| | (401 | ) | | 7/6/2012 | | 2008 |
| Dollar General | | New Charlisle | | OH | | — |
| | 215 |
| | 860 |
| | — |
| | 1,075 |
| | (301 | ) | | 7/10/2012 | | 2012 |
| Dollar General | | Bangor | | MI | | — |
| | 173 |
| | 691 |
| | — |
| | 864 |
| | (242 | ) | | 7/10/2012 | | 2012 |
| Dollar General | | East Jordan | | MI | | — |
| | 125 |
| | 709 |
| | — |
| | 834 |
| | (248 | ) | | 7/10/2012 | | 2012 |
| Dollar General | | Gaylord | | MI | | — |
| | 172 |
| | 687 |
| | — |
| | 859 |
| | (241 | ) | | 7/10/2012 | | 2012 |
| FedEx | | Humboldt | | TN | | — |
| | 239 |
| | 4,543 |
| | — |
| | 4,782 |
| | (1,799 | ) | | 7/11/2012 | | 2008 |
| Dollar General | | Mcminnville | | TN | | — |
| | 120 |
| | 679 |
| | — |
| | 799 |
| | (238 | ) | | 7/12/2012 | | 2012 |
| Dollar General | | Jennings | | MO | | — |
| | 445 |
| | 826 |
| | — |
| | 1,271 |
| | (289 | ) | | 7/13/2012 | | 2012 |
| Fresenius Medical Care | | Aurora | | IL | | 2,294 |
| | 287 |
| | 2,584 |
| | 15 |
| | 2,886 |
| | (796 | ) | | 7/13/2012 | | 1996 |
| Dollar Tree/Family Dollar | | Mountainair | | NM | | — |
| | 84 |
| | 752 |
| | — |
| | 836 |
| | (263 | ) | | 7/16/2012 | | 2011 |
| Dollar General | | Rush City | | MN | | — |
| | 126 |
| | 716 |
| | — |
| | 842 |
| | (250 | ) | | 7/25/2012 | | 2012 |
| Dollar General | | Manchester | | TN | | — |
| | 114 |
| | 646 |
| | — |
| | 760 |
| | (226 | ) | | 7/26/2012 | | 2012 |
| Dollar General | | Keithville | | LA | | — |
| | 83 |
| | 750 |
| | — |
| | 833 |
| | (263 | ) | | 7/26/2012 | | 2012 |
| Bojangles | | Boone | | NC | | — |
| | 278 |
| | 833 |
| | — |
| | 1,111 |
| | (355 | ) | | 7/27/2012 | | 1980 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Bojangles | | Indian Trail | | NC | | — |
| | 655 |
| | 1,217 |
| | — |
| | 1,872 |
| | (520 | ) | | 7/27/2012 | | 2011 |
| Bojangles | | Morganton | | NC | | — |
| | 566 |
| | 1,321 |
| | — |
| | 1,887 |
| | (564 | ) | | 7/27/2012 | | 2010 |
| Bojangles | | Roanoke Rapids | | NC | | — |
| | 442 |
| | 1,032 |
| | — |
| | 1,474 |
| | (440 | ) | | 7/27/2012 | | 2011 |
| Bojangles | | Clinton | | SC | | — |
| | 397 |
| | 926 |
| | — |
| | 1,323 |
| | (395 | ) | | 7/27/2012 | | 2009 |
| Bojangles | | Winder | | GA | | — |
| | 645 |
| | 1,198 |
| | — |
| | 1,843 |
| | (512 | ) | | 7/30/2012 | | 2011 |
| Bojangles | | Dobson | | NC | | — |
| | 251 |
| | 1,004 |
| | — |
| | 1,255 |
| | (429 | ) | | 7/30/2012 | | 2010 |
| Bojangles | | Southport | | NC | | — |
| | 505 |
| | 1,179 |
| | — |
| | 1,684 |
| | (503 | ) | | 7/30/2012 | | 2011 |
| Scotts Miracle-Gro | | Orrville | | OH | | — |
| | 611 |
| | 1,134 |
| | — |
| | 1,745 |
| | (449 | ) | | 7/30/2012 | | 1950 |
| Scotts Miracle-Gro | | Orrville | | OH | | — |
| | 609 |
| | 11,576 |
| | — |
| | 12,185 |
| | (4,584 | ) | | 7/30/2012 | | 2006 |
| Dollar Tree/Family Dollar | | Tulsa | | OK | | — |
| | 220 |
| | 878 |
| | — |
| | 1,098 |
| | (307 | ) | | 7/30/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Okolona | | MS | | — |
| | 64 |
| | 578 |
| | — |
| | 642 |
| | (202 | ) | | 7/31/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Winona | | MS | | — |
| | 146 |
| | 585 |
| | — |
| | 731 |
| | (205 | ) | | 7/31/2012 | | 2012 |
| Dollar General | | Laredo | | TX | | — |
| | 253 |
| | 758 |
| | — |
| | 1,011 |
| | (265 | ) | | 7/31/2012 | | 2012 |
| Walgreens | | Lincoln Park | | MI | | 5,494 |
| | 1,041 |
| | 5,896 |
| | — |
| | 6,937 |
| | (2,204 | ) | | 7/31/2012 | | 2007 |
| Walgreens | | Anderson | | IN | | — |
| | 807 |
| | 3,227 |
| | — |
| | 4,034 |
| | (1,206 | ) | | 7/31/2012 | | 2001 |
| West Marine | | Deltaville | | VA | | — |
| | 425 |
| | 2,409 |
| | — |
| | 2,834 |
| | (843 | ) | | 7/31/2012 | | 2012 |
| Fresenius Medical Care | | Chicago | | IL | | — |
| | 588 |
| | 1,764 |
| | — |
| | 2,352 |
| | (540 | ) | | 7/31/2012 | | 1960 |
| Fresenius Medical Care | | Waukegan | | IL | | — |
| | 94 |
| | 1,792 |
| | 61 |
| | 1,947 |
| | (565 | ) | | 7/31/2012 | | 1980 |
| O'Reilly Auto Parts | | Oneonta | | AL | | — |
| | 81 |
| | 460 |
| | 52 |
| | 593 |
| | (162 | ) | | 8/2/2012 | | 2000 |
| Dollar General | | Belton | | MO | | — |
| | 105 |
| | 948 |
| | — |
| | 1,053 |
| | (330 | ) | | 8/3/2012 | | 2012 |
| Tractor Supply | | Gray | | LA | | 2,048 |
| | 550 |
| | 2,202 |
| | — |
| | 2,752 |
| | (701 | ) | | 8/7/2012 | | 2011 |
| CVS | | Freeland | | PA | | — |
| | 122 |
| | 1,096 |
| | — |
| | 1,218 |
| | (407 | ) | | 8/8/2012 | | 2004 |
| Dollar General | | Sarepta | | LA | | — |
| | 131 |
| | 743 |
| | — |
| | 874 |
| | (259 | ) | | 8/9/2012 | | 2011 |
| Dollar General | | Gardendale | | AL | | — |
| | 142 |
| | 805 |
| | — |
| | 947 |
| | (280 | ) | | 8/9/2012 | | 2012 |
| Dollar General | | Plattsburg | | MO | | — |
| | 44 |
| | 843 |
| | — |
| | 887 |
| | (293 | ) | | 8/9/2012 | | 2012 |
| Advance Auto Parts | | Granite Falls | | NC | | — |
| | 251 |
| | 1,005 |
| | — |
| | 1,256 |
| | (350 | ) | | 8/9/2012 | | 2010 |
| Advance Auto Parts | | Franklin | | OH | | — |
| | 218 |
| | 873 |
| | — |
| | 1,091 |
| | (304 | ) | | 8/9/2012 | | 1984 |
| Advance Auto Parts | | Oklahoma City | | OK | | — |
| | 208 |
| | 1,178 |
| | — |
| | 1,386 |
| | (410 | ) | | 8/9/2012 | | 2007 |
| Bojangles | | Chapin | | SC | | — |
| | 577 |
| | 1,071 |
| | — |
| | 1,648 |
| | (454 | ) | | 8/9/2012 | | 2009 |
| Williams Sonoma | | Olive Branch | | MS | | — |
| | 2,330 |
| | 44,266 |
| | — |
| | 46,596 |
| | (17,392 | ) | | 8/10/2012 | | 2001 |
| Dollar General | | Hickory | | NC | | — |
| | 89 |
| | 804 |
| | — |
| | 893 |
| | (279 | ) | | 8/13/2012 | | 2012 |
| Dollar General | | Tryon | | NC | | — |
| | 139 |
| | 789 |
| | — |
| | 928 |
| | (274 | ) | | 8/13/2012 | | 2012 |
| Bed Bath & Beyond | | Stockton | | CA | | 40,278 |
| | 2,761 |
| | 52,454 |
| | — |
| | 55,215 |
| | (20,609 | ) | | 8/17/2012 | | 2003 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Advance Auto Parts | | Houston | | TX | | — |
| | 837 |
| | 685 |
| | — |
| | 1,522 |
| | (238 | ) | | 8/21/2012 | | 2007 |
| Dollar Tree/Family Dollar | | Horn Lake | | MS | | — |
| | 225 |
| | 676 |
| | — |
| | 901 |
| | (235 | ) | | 8/22/2012 | | 2012 |
| Dollar General | | Doyle | | TN | | — |
| | 75 |
| | 679 |
| | — |
| | 754 |
| | (236 | ) | | 8/22/2012 | | 2012 |
| Advance Auto Parts | | Inez | | KY | | — |
| | 130 |
| | 1,174 |
| | — |
| | 1,304 |
| | (408 | ) | | 8/22/2012 | | 2010 |
| Advance Auto Parts | | Lakewood | | NJ | | — |
| | 750 |
| | 1,750 |
| | — |
| | 2,500 |
| | (609 | ) | | 8/22/2012 | | 2010 |
| CVS | | North Las Vegas | | NV | | 3,268 |
| | 1,374 |
| | 3,207 |
| | — |
| | 4,581 |
| | (1,190 | ) | | 8/22/2012 | | 2004 |
| Dollar General | | Cardwell | | MO | | — |
| | 89 |
| | 805 |
| | — |
| | 894 |
| | (280 | ) | | 8/24/2012 | | 2012 |
| Dollar General | | Hawk Point | | MO | | — |
| | 177 |
| | 709 |
| | — |
| | 886 |
| | (246 | ) | | 8/24/2012 | | 2012 |
| Dollar General | | Robertsville | | MO | | — |
| | 131 |
| | 744 |
| | — |
| | 875 |
| | (259 | ) | | 8/24/2012 | | 2011 |
| Dollar General | | Sikeston | | MO | | — |
| | 144 |
| | 819 |
| | — |
| | 963 |
| | (285 | ) | | 8/24/2012 | | 2012 |
| Circle K | | Martinez | | GA | | — |
| | 348 |
| | 813 |
| | — |
| | 1,161 |
| | (283 | ) | | 8/28/2012 | | 2003 |
| Dollar General | | Covert | | MI | | — |
| | 37 |
| | 704 |
| | — |
| | 741 |
| | (245 | ) | | 8/30/2012 | | 2012 |
| Dollar General | | Iron River | | MI | | — |
| | 86 |
| | 777 |
| | — |
| | 863 |
| | (270 | ) | | 8/30/2012 | | 2012 |
| Dollar General | | Negaunee | | MI | | — |
| | 87 |
| | 779 |
| | — |
| | 866 |
| | (271 | ) | | 8/30/2012 | | 2012 |
| Dollar General | | Roscommon | | MI | | — |
| | 87 |
| | 781 |
| | — |
| | 868 |
| | (271 | ) | | 8/30/2012 | | 2012 |
| Dollar General | | Chariton | | IA | | — |
| | 165 |
| | 934 |
| | — |
| | 1,099 |
| | (325 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Jacksonville | | IL | | — |
| | 145 |
| | 823 |
| | — |
| | 968 |
| | (286 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Gower | | MO | | — |
| | 118 |
| | 668 |
| | — |
| | 786 |
| | (232 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Rocky Mount | | MO | | — |
| | 88 |
| | 789 |
| | — |
| | 877 |
| | (275 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | New Braunfels | | TX | | — |
| | 205 |
| | 818 |
| | — |
| | 1,023 |
| | (284 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Waco | | TX | | — |
| | 192 |
| | 767 |
| | — |
| | 959 |
| | (267 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Auburn | | KS | | — |
| | 42 |
| | 801 |
| | — |
| | 843 |
| | (278 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Cottonwood Falls | | KS | | — |
| | 89 |
| | 802 |
| | — |
| | 891 |
| | (279 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Erie | | KS | | — |
| | 42 |
| | 790 |
| | — |
| | 832 |
| | (275 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Garden City | | KS | | — |
| | 136 |
| | 771 |
| | — |
| | 907 |
| | (268 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Harper | | KS | | — |
| | 91 |
| | 818 |
| | — |
| | 909 |
| | (284 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Humboldt | | KS | | — |
| | 44 |
| | 828 |
| | — |
| | 872 |
| | (288 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Kingman | | KS | | — |
| | 142 |
| | 804 |
| | — |
| | 946 |
| | (280 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Medicine Lodge | | KS | | — |
| | 40 |
| | 765 |
| | — |
| | 805 |
| | (266 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Minneapolis | | KS | | — |
| | 43 |
| | 816 |
| | — |
| | 859 |
| | (284 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Pomona | | KS | | — |
| | 42 |
| | 796 |
| | — |
| | 838 |
| | (277 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Sedan | | KS | | — |
| | 42 |
| | 792 |
| | — |
| | 834 |
| | (275 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Syracuse | | KS | | — |
| | 43 |
| | 817 |
| | — |
| | 860 |
| | (284 | ) | | 8/31/2012 | | 2010 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Calera | | OK | | — |
| | 136 |
| | 770 |
| | — |
| | 906 |
| | (268 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Hartshorne | | OK | | — |
| | 100 |
| | 898 |
| | — |
| | 998 |
| | (312 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Lexington | | OK | | — |
| | 85 |
| | 761 |
| | — |
| | 846 |
| | (265 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Maud | | OK | | — |
| | 76 |
| | 688 |
| | — |
| | 764 |
| | (239 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Maysville | | OK | | — |
| | 41 |
| | 785 |
| | — |
| | 826 |
| | (273 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Rush Spring | | OK | | — |
| | 87 |
| | 779 |
| | — |
| | 866 |
| | (271 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Bryan | | TX | | — |
| | 185 |
| | 740 |
| | — |
| | 925 |
| | (257 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Gladewater | | TX | | — |
| | 184 |
| | 736 |
| | — |
| | 920 |
| | (256 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | La Marque | | TX | | — |
| | 102 |
| | 917 |
| | — |
| | 1,019 |
| | (319 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Lubbock | | TX | | — |
| | 267 |
| | 801 |
| | — |
| | 1,068 |
| | (278 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Mount Pleasant | | TX | | — |
| | 214 |
| | 858 |
| | — |
| | 1,072 |
| | (298 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Tyler | | TX | | — |
| | 219 |
| | 875 |
| | — |
| | 1,094 |
| | (304 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Carthage | | IL | | — |
| | 48 |
| | 908 |
| | — |
| | 956 |
| | (316 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | St. Louis | | MO | | — |
| | 372 |
| | 692 |
| | — |
| | 1,064 |
| | (241 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Nashua | | IA | | — |
| | 136 |
| | 768 |
| | — |
| | 904 |
| | (265 | ) | | 9/6/2012 | | 2012 |
| Dollar General | | Farmington | | NM | | — |
| | 269 |
| | 807 |
| | — |
| | 1,076 |
| | (279 | ) | | 9/6/2012 | | 2012 |
| Dollar General | | Morehouse | | MO | | — |
| | 87 |
| | 783 |
| | — |
| | 870 |
| | (270 | ) | | 9/7/2012 | | 2012 |
| Dollar General | | Sedadia | | MO | | — |
| | 273 |
| | 637 |
| | — |
| | 910 |
| | (220 | ) | | 9/7/2012 | | 2012 |
| Dollar General | | Edinburg | | TX | | — |
| | 136 |
| | 769 |
| | — |
| | 905 |
| | (266 | ) | | 9/7/2012 | | 2012 |
| Dollar General | | Marble Hill | | MO | | — |
| | 104 |
| | 935 |
| | — |
| | 1,039 |
| | (323 | ) | | 9/11/2012 | | 2012 |
| Dollar General | | Donna | | TX | | — |
| | 136 |
| | 768 |
| | — |
| | 904 |
| | (265 | ) | | 9/11/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Warren | | OH | | — |
| | 170 |
| | 681 |
| | (2 | ) | | 849 |
| | (235 | ) | | 9/11/2012 | | 2012 |
| Dollar General | | Troy | | TX | | — |
| | 93 |
| | 841 |
| | — |
| | 934 |
| | (290 | ) | | 9/12/2012 | | 2012 |
| Dollar General | | Edina | | MO | | — |
| | 127 |
| | 722 |
| | — |
| | 849 |
| | (249 | ) | | 9/13/2012 | | 2012 |
| Dollar General | | Belton | | TX | | — |
| | 145 |
| | 821 |
| | — |
| | 966 |
| | (283 | ) | | 9/13/2012 | | 2012 |
| Dollar General | | Meridian | | MS | | — |
| | 178 |
| | 713 |
| | — |
| | 891 |
| | (246 | ) | | 9/13/2012 | | 2011 |
| Dollar General | | Meridian | | MS | | — |
| | 40 |
| | 754 |
| | — |
| | 794 |
| | (260 | ) | | 9/13/2012 | | 2011 |
| Dollar General | | Bryan | | TX | | — |
| | 148 |
| | 840 |
| | — |
| | 988 |
| | (290 | ) | | 9/14/2012 | | 2012 |
| Dollar General | | Bryan | | TX | | — |
| | 193 |
| | 772 |
| | — |
| | 965 |
| | (267 | ) | | 9/14/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Arco | | ID | | — |
| | 76 |
| | 684 |
| | — |
| | 760 |
| | (236 | ) | | 9/18/2012 | | 2012 |
| FedEx | | Parkersburg | | WV | | — |
| | 193 |
| | 3,671 |
| | — |
| | 3,864 |
| | (1,431 | ) | | 9/20/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Gulfport | | MS | | — |
| | 270 |
| | 629 |
| | — |
| | 899 |
| | (217 | ) | | 9/20/2012 | | 2012 |
| Dollar General | | Kansas CIty | | MO | | — |
| | 313 |
| | 731 |
| | — |
| | 1,044 |
| | (253 | ) | | 9/21/2012 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Lexington | | IL | | — |
| | 100 |
| | 899 |
| | — |
| | 999 |
| | (310 | ) | | 9/21/2012 | | 2012 |
| Dollar General | | Lebanon | | MO | | — |
| | 278 |
| | 835 |
| | — |
| | 1,113 |
| | (288 | ) | | 9/21/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Silver Spring | | NV | | — |
| | 202 |
| | 808 |
| | — |
| | 1,010 |
| | (279 | ) | | 9/21/2012 | | 2012 |
| Krystal | | Montgomery | | AL | | — |
| | 259 |
| | 1,036 |
| | — |
| | 1,295 |
| | (437 | ) | | 9/21/2012 | | 1964 |
| Krystal | | Tuscaloosa | | AL | | — |
| | 206 |
| | 1,165 |
| | 454 |
| | 1,825 |
| | (311 | ) | | 9/21/2012 | | 1976 |
| Krystal | | Jacksonville | | FL | | — |
| | 574 |
| | 574 |
| | — |
| | 1,148 |
| | (242 | ) | | 9/21/2012 | | 1990 |
| Krystal | | Orlando | | FL | | — |
| | 372 |
| | 372 |
| | 125 |
| | 869 |
| | (173 | ) | | 9/21/2012 | | 1994 |
| Krystal | | Orlando | | FL | | — |
| | 669 |
| | 446 |
| | — |
| | 1,115 |
| | (188 | ) | | 9/21/2012 | | 1995 |
| Krystal | | Plant City | | FL | | — |
| | 355 |
| | 533 |
| | — |
| | 888 |
| | (225 | ) | | 9/21/2012 | | 2012 |
| Krystal | | St. Augustine | | FL | | — |
| | 411 |
| | 411 |
| | 125 |
| | 947 |
| | (190 | ) | | 9/21/2012 | | 2012 |
| Krystal | | Albany | | GA | | — |
| | 309 |
| | 721 |
| | — |
| | 1,030 |
| | (304 | ) | | 9/21/2012 | | 1962 |
| Krystal | | Atlanta | | GA | | — |
| | 166 |
| | 664 |
| | — |
| | 830 |
| | (280 | ) | | 9/21/2012 | | 1973 |
| Krystal | | Augusta | | GA | | — |
| | 365 |
| | 851 |
| | — |
| | 1,216 |
| | (359 | ) | | 9/21/2012 | | 1979 |
| Krystal | | Columbus | | GA | | — |
| | 622 |
| | 934 |
| | — |
| | 1,556 |
| | (394 | ) | | 9/21/2012 | | 1977 |
| Krystal | | Decatur | | GA | | — |
| | 94 |
| | 533 |
| | — |
| | 627 |
| | (225 | ) | | 9/21/2012 | | 1965 |
| Krystal | | Macon | | GA | | — |
| | 325 |
| | 759 |
| | — |
| | 1,084 |
| | (320 | ) | | 9/21/2012 | | 1962 |
| Krystal | | Milledgeville | | GA | | — |
| | 261 |
| | 609 |
| | — |
| | 870 |
| | (257 | ) | | 9/21/2012 | | 2011 |
| Krystal | | Snellville | | GA | | — |
| | 466 |
| | 466 |
| | (602 | ) | | 330 |
| | — |
| | 9/21/2012 | | 1981 |
| Krystal | | Gulfport | | MS | | — |
| | 215 |
| | 861 |
| | (792 | ) | | 284 |
| | — |
| | 9/21/2012 | | 2011 |
| Krystal | | Pearl | | MS | | — |
| | 426 |
| | 638 |
| | — |
| | 1,064 |
| | (269 | ) | | 9/21/2012 | | 1976 |
| Krystal | | Chattanooga | | TN | | — |
| | 336 |
| | 784 |
| | — |
| | 1,120 |
| | (331 | ) | | 9/21/2012 | | 2010 |
| Krystal | | Knoxville | | TN | | — |
| | 369 |
| | 246 |
| | (375 | ) | | 240 |
| | — |
| | 9/21/2012 | | 1970 |
| Dollar General | | Marion | | IL | | — |
| | 153 |
| | 867 |
| | — |
| | 1,020 |
| | (299 | ) | | 9/24/2012 | | 1995 |
| Dollar General | | Lebanon | | MO | | — |
| | 177 |
| | 708 |
| | — |
| | 885 |
| | (244 | ) | | 9/24/2012 | | 2012 |
| Dollar General | | Ozark | | MO | | — |
| | 149 |
| | 842 |
| | — |
| | 991 |
| | (291 | ) | | 9/24/2012 | | 2012 |
| Dollar General | | Weslaco | | TX | | — |
| | 215 |
| | 862 |
| | — |
| | 1,077 |
| | (298 | ) | | 9/24/2012 | | 2012 |
| Dollar General | | San Leon | | TX | | — |
| | 87 |
| | 786 |
| | — |
| | 873 |
| | (272 | ) | | 9/25/2012 | | 2012 |
| Dollar General | | Kyle | | TX | | — |
| | 132 |
| | 747 |
| | — |
| | 879 |
| | (258 | ) | | 9/26/2012 | | 2012 |
| Dollar General | | Converse | | LA | | — |
| | 84 |
| | 756 |
| | — |
| | 840 |
| | (261 | ) | | 9/26/2012 | | 2012 |
| Dollar General | | St. Louis | | MO | | — |
| | 260 |
| | 606 |
| | — |
| | 866 |
| | (209 | ) | | 9/26/2012 | | 2012 |
| Mattress Firm | | Nederland | | TX | | — |
| | 311 |
| | 1,245 |
| | 140 |
| | 1,696 |
| | (432 | ) | | 9/26/2012 | | 1997 |
| Dollar General | | Jonesville | | LA | | — |
| | 103 |
| | 929 |
| | — |
| | 1,032 |
| | (321 | ) | | 9/27/2012 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Caruthersville | | MO | | — |
| | 98 |
| | 878 |
| | — |
| | 976 |
| | (303 | ) | | 9/27/2012 | | 2012 |
| Dollar General | | Jackson | | MS | | — |
| | 198 |
| | 793 |
| | — |
| | 991 |
| | (274 | ) | | 9/27/2012 | | 2011 |
| Price Rite | | Rochester | | NY | | 3,080 |
| | 569 |
| | 3,594 |
| | — |
| | 4,163 |
| | (1,365 | ) | | 9/27/2012 | | 1965 |
| Circle K | | Akron | | OH | | — |
| | 675 |
| | 1,254 |
| | — |
| | 1,929 |
| | (433 | ) | | 9/27/2012 | | 1996 |
| FedEx | | Omak | | WA | | — |
| | 252 |
| | 1,425 |
| | — |
| | 1,677 |
| | (556 | ) | | 9/27/2012 | | 2012 |
| FedEx | | Wenatchee | | WA | | — |
| | 266 |
| | 2,393 |
| | — |
| | 2,659 |
| | (933 | ) | | 9/27/2012 | | 2012 |
| FedEx | | Hazard | | KY | | — |
| | 215 |
| | 4,085 |
| | — |
| | 4,300 |
| | (1,592 | ) | | 9/28/2012 | | 2012 |
| Scotts Miracle-Gro | | Orrville | | OH | | — |
| | 278 |
| | 2,502 |
| | — |
| | 2,780 |
| | (975 | ) | | 9/28/2012 | | 1950 |
| FedEx | | Quincy | | IL | | — |
| | 371 |
| | 2,101 |
| | 3,011 |
| | 5,483 |
| | (1,366 | ) | | 9/28/2012 | | 2012 |
| Citizens Bank | | Colchester | | CT | | — |
| | 185 |
| | 1,049 |
| | — |
| | 1,234 |
| | (347 | ) | | 9/28/2012 | | 2012 |
| Citizens Bank | | Deep River | | CT | | — |
| | 453 |
| | 1,812 |
| | — |
| | 2,265 |
| | (600 | ) | | 9/28/2012 | | 1851 |
| Citizens Bank | | East Lyme | | CT | | — |
| | 258 |
| | 1,032 |
| | — |
| | 1,290 |
| | (342 | ) | | 9/28/2012 | | 1972 |
| Citizens Bank | | Montville | | CT | | — |
| | 413 |
| | 2,342 |
| | — |
| | 2,755 |
| | (775 | ) | | 9/28/2012 | | 1984 |
| Citizens Bank | | Stonington | | CT | | — |
| | 190 |
| | 1,079 |
| | — |
| | 1,269 |
| | (357 | ) | | 9/28/2012 | | 1984 |
| Citizens Bank | | Malden | | MA | | 1,697 |
| | 484 |
| | 1,935 |
| | — |
| | 2,419 |
| | (641 | ) | | 9/28/2012 | | 1988 |
| Citizens Bank | | Medford | | MA | | 1,194 |
| | 589 |
| | 1,094 |
| | — |
| | 1,683 |
| | (362 | ) | | 9/28/2012 | | 1938 |
| Citizens Bank | | Randolph | | MA | | 1,383 |
| | 480 |
| | 1,439 |
| | — |
| | 1,919 |
| | (477 | ) | | 9/28/2012 | | 1979 |
| Citizens Bank | | Somerville | | MA | | — |
| | 561 |
| | 561 |
| | — |
| | 1,122 |
| | (186 | ) | | 9/28/2012 | | 1940 |
| Citizens Bank | | Dallas | | PA | | — |
| | 213 |
| | 1,205 |
| | — |
| | 1,418 |
| | (399 | ) | | 9/28/2012 | | 1949 |
| Citizens Bank | | Mechanicsburg | | PA | | 1,620 |
| | 288 |
| | 2,590 |
| | — |
| | 2,878 |
| | (858 | ) | | 9/28/2012 | | 1900 |
| Citizens Bank | | Mount Lebanon | | PA | | 1,577 |
| | 215 |
| | 1,939 |
| | — |
| | 2,154 |
| | (642 | ) | | 9/28/2012 | | 1960 |
| Citizens Bank | | West Hazleton | | PA | | — |
| | 279 |
| | 2,509 |
| | — |
| | 2,788 |
| | (831 | ) | | 9/28/2012 | | 1900 |
| Kum & Go | | Paragould | | AR | | — |
| | 708 |
| | 2,123 |
| | — |
| | 2,831 |
| | (733 | ) | | 9/28/2012 | | 2012 |
| Kum & Go | | Sherwood | | AR | | — |
| | 866 |
| | 1,609 |
| | — |
| | 2,475 |
| | (556 | ) | | 9/28/2012 | | 2012 |
| CVS | | Alpharetta | | GA | | — |
| | 572 |
| | 858 |
| | 141 |
| | 1,571 |
| | (315 | ) | | 9/28/2012 | | 1994 |
| CVS | | Vidalia | | GA | | — |
| | 368 |
| | 1,105 |
| | 76 |
| | 1,549 |
| | (408 | ) | | 9/28/2012 | | 2000 |
| CVS | | Nashville | | TN | | — |
| | 203 |
| | 1,148 |
| | 82 |
| | 1,433 |
| | (425 | ) | | 9/28/2012 | | 1996 |
| Iron Mountain | | Columbus | | OH | | — |
| | 405 |
| | 3,642 |
| | 1,264 |
| | 5,311 |
| | (1,550 | ) | | 9/28/2012 | | 1954 |
| Dollar General | | Buchanan Dam | | TX | | — |
| | 145 |
| | 820 |
| | — |
| | 965 |
| | (283 | ) | | 9/28/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Brookston | | IN | | — |
| | 126 |
| | 715 |
| | — |
| | 841 |
| | (245 | ) | | 10/1/2012 | | 2012 |
| Walgreens | | Memphis | | TN | | — |
| | 896 |
| | 2,687 |
| | — |
| | 3,583 |
| | (984 | ) | | 10/2/2012 | | 2003 |
| Dollar General | | Berkeley | | MO | | — |
| | 132 |
| | 748 |
| | — |
| | 880 |
| | (257 | ) | | 10/9/2012 | | 2012 |
| Dollar General | | Canyon Lake | | TX | | — |
| | 149 |
| | 843 |
| | — |
| | 992 |
| | (289 | ) | | 10/12/2012 | | 2012 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Dollar General | | | Donna | | TX | | — |
| | 200 |
| | 799 |
| | — |
| | 999 |
| | (274 | ) | | 10/12/2012 | | 2012 |
| O'Reilly Auto Parts | | | Laramie | | WY | | — |
| | 144 |
| | 1,297 |
| | — |
| | 1,441 |
| | (445 | ) | | 10/12/2012 | | 1999 |
| FedEx | | | Yuma | | AZ | | — |
| | — |
| | 2,076 |
| | — |
| | 2,076 |
| | (815 | ) | | 10/17/2012 | | 2011 |
| General Mills | | | Fort Wayne | | IN | | — |
| | 2,533 |
| | 48,130 |
| | — |
| | 50,663 |
| | (18,613 | ) | | 10/18/2012 | | 2012 |
| Advance Auto Parts | | Dothan | | AL | | — |
| | 326 |
| | 326 |
| | (7 | ) | | 645 |
| | (91 | ) | | 12/31/2012 | | 1997 | | Alton | | TX | | — |
| | 169 |
| | 958 |
| | (3 | ) | | 1,124 |
| | (328 | ) | | 10/18/2012 | | 2006 |
| Advance Auto Parts | | Enterprise | | AL | | — |
| | 280 |
| | 420 |
| | (6 | ) | | 694 |
| | (118 | ) | | 12/31/2012 | | 1995 | |
| Advance Auto Parts | | Opelika | | AL | | — |
| | 289 |
| | 1,156 |
| | — |
| | 1,445 |
| | (306 | ) | | 4/24/2013 | | 2013 | |
| Advance Auto Parts | | Brooklyn | | CT | | — |
| | 324 |
| | 1,429 |
| | — |
| | 1,753 |
| | (184 | ) | | 11/7/2014 | | 2006 | |
| Advance Auto Parts | | Bonita Springs | | FL | | 1,561 |
| | 1,219 |
| | 1,552 |
| | — |
| | 2,771 |
| | (343 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Lehigh Acres | | FL | | 1,425 |
| | 379 |
| | 2,016 |
| | — |
| | 2,395 |
| | (408 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Albany | | GA | | — |
| | 210 |
| | 629 |
| | (1 | ) | | 838 |
| | (177 | ) | | 12/31/2012 | | 1995 | |
| Advance Auto Parts | | Cairo | | GA | | — |
| | 140 |
| | 326 |
| | (24 | ) | | 442 |
| | (89 | ) | | 12/31/2012 | | 1993 | |
| Advance Auto Parts | | Hazlehurst | | GA | | — |
| | 113 |
| | 451 |
| | — |
| | 564 |
| | (127 | ) | | 12/31/2012 | | 1998 | |
| Advance Auto Parts | | Hinesville | | GA | | — |
| | 352 |
| | 430 |
| | — |
| | 782 |
| | (121 | ) | | 12/31/2012 | | 1994 | |
| Advance Auto Parts | | Perry | | GA | | — |
| | 209 |
| | 487 |
| | (1 | ) | | 695 |
| | (137 | ) | | 12/31/2012 | | 1994 | |
| Advance Auto Parts | | Thomasville | | GA | | — |
| | 251 |
| | 377 |
| | (30 | ) | | 598 |
| | (103 | ) | | 12/31/2012 | | 1997 | |
| Advance Auto Parts | | Auburn | | IN | | — |
| | 337 |
| | 1,347 |
| | — |
| | 1,684 |
| | (408 | ) | | 3/29/2012 | | 2007 | |
| Advance Auto Parts | | Bedford | | IN | | 760 |
| | 100 |
| | 1,386 |
| | — |
| | 1,486 |
| | (275 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Clinton | | IN | | — |
| | 182 |
| | 729 |
| | — |
| | 911 |
| | (186 | ) | | 6/5/2013 | | 2004 | |
| Advance Auto Parts | | Fort Wayne | | IN | | — |
| | 193 |
| | 450 |
| | — |
| | 643 |
| | (123 | ) | | 2/28/2013 | | 1998 | |
| Advance Auto Parts | | Fort Wayne | | IN | | — |
| | 200 |
| | 371 |
| | — |
| | 571 |
| | (102 | ) | | 2/28/2013 | | 1998 | |
| Advance Auto Parts | | Franklin | | IN | | 738 |
| | 511 |
| | 1,256 |
| | — |
| | 1,767 |
| | (242 | ) | | 2/7/2014 | | 2010 | |
| Advance Auto Parts | | Mishawaka | | IN | | — |
| | 429 |
| | 1,373 |
| | — |
| | 1,802 |
| | (272 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Richmond | | IN | | — |
| | 377 |
| | 1,616 |
| | — |
| | 1,993 |
| | (315 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Salina | | KS | | — |
| | 195 |
| | 782 |
| | — |
| | 977 |
| | (207 | ) | | 4/30/2013 | | 2006 | |
| Advance Auto Parts | | Barbourville | | KY | | — |
| | 194 |
| | 1,098 |
| | — |
| | 1,292 |
| | (290 | ) | | 4/15/2013 | | 2006 | |
| Advance Auto Parts | | Bardstown | | KY | | — |
| | 272 |
| | 1,090 |
| | 236 |
| | 1,598 |
| | (309 | ) | | 12/10/2012 | | 2005 | |
| Advance Auto Parts | | Brandenburg | | KY | | — |
| | 186 |
| | 742 |
| | — |
| | 928 |
| | (209 | ) | | 12/10/2012 | | 2005 | |
| Advance Auto Parts | | Crestwood | | KY | | 1,030 |
| | 400 |
| | 1,546 |
| | — |
| | 1,946 |
| | (297 | ) | | 2/7/2014 | | 2009 | |
| Advance Auto Parts | | Florence | | KY | | — |
| | 550 |
| | 1,280 |
| | — |
| | 1,830 |
| | (261 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Frankfort | | KY | | — |
| | 833 |
| | 1,034 |
| | — |
| | 1,867 |
| | (202 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Georgetown | | KY | | — |
| | 510 |
| | 1,323 |
| | — |
| | 1,833 |
| | (250 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Hardinsburg | | KY | | — |
| | 94 |
| | 845 |
| | — |
| | 939 |
| | (238 | ) | | 12/10/2012 | | 2007 | |
| Advance Auto Parts | | Inez | | KY | | — |
| | 130 |
| | 1,174 |
| | — |
| | 1,304 |
| | (342 | ) | | 8/22/2012 | | 2010 | |
| Advance Auto Parts | | Leitchfield | | KY | | — |
| | 104 |
| | 939 |
| | (5 | ) | | 1,038 |
| | (263 | ) | | 12/10/2012 | | 2005 | |
| Advance Auto Parts | | Louisville | | KY | | 740 |
| | 336 |
| | 1,289 |
| | — |
| | 1,625 |
| | (248 | ) | | 2/7/2014 | | 2009 | |
| Dollar General | | | San Antonio | | TX | | — |
| | 252 |
| | 756 |
| | — |
| | 1,008 |
| | (259 | ) | | 10/22/2012 | | 2012 |
| Dollar General | | | San Antonio | | TX | | — |
| | 222 |
| | 888 |
| | — |
| | 1,110 |
| | (305 | ) | | 10/22/2012 | | 2012 |
| Dollar Tree/Family Dollar | | | Avinger | | TX | | — |
| | 40 |
| | 761 |
| | — |
| | 801 |
| | (261 | ) | | 10/22/2012 | | 2012 |
| Dollar General | | | Elmendorf | | TX | | — |
| | 94 |
| | 847 |
| | — |
| | 941 |
| | (291 | ) | | 10/23/2012 | | 2012 |
| Dollar Tree/Family Dollar | | | St. Louis | | MO | | — |
| | 445 |
| | 1,038 |
| | — |
| | 1,483 |
| | (356 | ) | | 10/23/2012 | | 2012 |
| Dollar General | | | Estherville | | IA | | — |
| | 226 |
| | 903 |
| | — |
| | 1,129 |
| | (310 | ) | | 10/25/2012 | | 2012 |
| Krystal | | | East Point | | GA | | — |
| | 221 |
| | 664 |
| | — |
| | 885 |
| | (278 | ) | | 10/26/2012 | | 1984 |
| FedEx | | | Independence | | KS | | — |
| | 114 |
| | 2,166 |
| | — |
| | 2,280 |
| | (838 | ) | | 10/30/2012 | | 2012 |
| FedEx | | | Ottumwa | | IA | | — |
| | 205 |
| | 2,552 |
| | 2,749 |
| | 5,506 |
| | (1,345 | ) | | 10/30/2012 | | 2012 |
| Dollar General | | | Marionville | | MO | | — |
| | 89 |
| | 797 |
| | — |
| | 886 |
| | (273 | ) | | 10/31/2012 | | 2012 |
| Dollar General | | | Flint | | MI | | — |
| | 91 |
| | 820 |
| | — |
| | 911 |
| | (281 | ) | | 10/31/2012 | | 2012 |
| National Tire & Battery | | | St. Louis | | MO | | — |
| | 756 |
| | 924 |
| | — |
| | 1,680 |
| | (342 | ) | | 10/31/2012 | | 1998 |
| Rite Aid | | | Louisville | | OH | | — |
| | 576 |
| | 3,266 |
| | — |
| | 3,842 |
| | (1,196 | ) | | 10/31/2012 | | 2008 |
| CVS | | | New Castle | | PA | | — |
| | 412 |
| | 2,337 |
| | 49 |
| | 2,798 |
| | (857 | ) | | 10/31/2012 | | 1999 |
| Mattress Firm | | | Columbus | | IN | | — |
| | 157 |
| | 891 |
| | — |
| | 1,048 |
| | (304 | ) | | 11/6/2012 | | 1964 |
| Kum & Go | | | Tioga | | ND | | — |
| | 318 |
| | 2,863 |
| | — |
| | 3,181 |
| | (975 | ) | | 11/8/2012 | | 2012 |
| CVS | | | Henrietta | | NY | | — |
| | 965 |
| | 1,180 |
| | 63 |
| | 2,208 |
| | (431 | ) | | 11/8/2012 | | 1997 |
| Walgreens | | | Cordova | | TN | | — |
| | 1,005 |
| | 2,345 |
| | — |
| | 3,350 |
| | (853 | ) | | 11/9/2012 | | 2002 |
| Dollar Tree/Family Dollar | | | Lenox | | GA | | — |
| | 90 |
| | 809 |
| | — |
| | 899 |
| | (276 | ) | | 11/9/2012 | | 2012 |
| FedEx | | | Chico | | CA | | — |
| | 308 |
| | 2,776 |
| | 242 |
| | 3,326 |
| | (1,075 | ) | | 11/9/2012 | | 2006 |
| Cracker Barrel | | | Braselton | | GA | | 2,935 |
| | 1,294 |
| | 2,403 |
| | — |
| | 3,697 |
| | (1,001 | ) | | 11/13/2012 | | 2005 |
| Cracker Barrel | | | Bremen | | GA | | 2,677 |
| | 1,012 |
| | 2,361 |
| | — |
| | 3,373 |
| | (984 | ) | | 11/13/2012 | | 2006 |
| Cracker Barrel | | | Mebane | | NC | | 2,514 |
| | 1,106 |
| | 2,054 |
| | — |
| | 3,160 |
| | (856 | ) | | 11/13/2012 | | 2004 |
| Cracker Barrel | | | Emporia | | VA | | 2,435 |
| | 972 |
| | 2,267 |
| | — |
| | 3,239 |
| | (945 | ) | | 11/13/2012 | | 2004 |
| Cracker Barrel | | | Woodstock | | VA | | 2,262 |
| | 928 |
| | 2,164 |
| | — |
| | 3,092 |
| | (902 | ) | | 11/13/2012 | | 2005 |
| Rite Aid | | | Marion | | OH | | — |
| | 508 |
| | 2,877 |
| | — |
| | 3,385 |
| | (1,046 | ) | | 11/13/2012 | | 2006 |
| Rite Aid | | | Lima | | OH | | — |
| | 576 |
| | 2,304 |
| | — |
| | 2,880 |
| | (838 | ) | | 11/13/2012 | | 2006 |
| Walgreens | | | Clinton | | MI | | — |
| | 1,463 |
| | 3,413 |
| | 153 |
| | 5,029 |
| | (1,247 | ) | | 11/13/2012 | | 2002 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Vacant | | | Warsaw | | NC | | — |
| | 75 |
| | 1,428 |
| | (1,343 | ) | | 160 |
| | — |
| | 11/13/2012 | | 2003 |
| Dollar Tree/Family Dollar | | | Kiln | | MS | | — |
| | 106 |
| | 650 |
| | — |
| | 756 |
| | (222 | ) | | 11/14/2012 | | 2012 |
| Dollar Tree/Family Dollar | | | Gulfport | | MS | | — |
| | 218 |
| | 654 |
| | — |
| | 872 |
| | (223 | ) | | 11/15/2012 | | 2012 |
| AON | | | Lincolnshire | | IL | | 92,517 |
| | 5,336 |
| | 124,777 |
| | — |
| | 130,113 |
| | (43,198 | ) | | 11/16/2012 | | 1998 |
| Dollar General | | | Cedar Creek | | TX | | — |
| | 291 |
| | 680 |
| | — |
| | 971 |
| | (232 | ) | | 11/16/2012 | | 2012 |
| Dollar General | | | Lacy Lakeview | | TX | | — |
| | 146 |
| | 826 |
| | — |
| | 972 |
| | (281 | ) | | 11/16/2012 | | 2012 |
| 7-Eleven | | | Sarasota | | FL | | — |
| | 1,312 |
| | 1,312 |
| | — |
| | 2,624 |
| | (447 | ) | | 11/19/2012 | | 2000 |
| Dollar General | | | Beeville | | TX | | — |
| | 90 |
| | 810 |
| | — |
| | 900 |
| | (276 | ) | | 11/19/2012 | | 2012 |
| Kum & Go | | | Bentonville | | AR | | — |
| | 587 |
| | 1,370 |
| | (52 | ) | | 1,905 |
| | (467 | ) | | 11/20/2012 | | 2009 |
| Kum & Go | | | Lowell | | AR | | — |
| | 774 |
| | 1,437 |
| | (27 | ) | | 2,184 |
| | (490 | ) | | 11/20/2012 | | 2009 |
| Kum & Go | | | Rogers | | AR | | — |
| | 668 |
| | 1,559 |
| | — |
| | 2,227 |
| | (531 | ) | | 11/20/2012 | | 2008 |
| Kum & Go | | | Ottumwa | | IA | | — |
| | 586 |
| | 1,368 |
| | — |
| | 1,954 |
| | (466 | ) | | 11/20/2012 | | 1998 |
| DaVita Dialysis | | | Federal Way | | WA | | 17,751 |
| | 1,929 |
| | 22,357 |
| | — |
| | 24,286 |
| | (8,894 | ) | | 11/21/2012 | | 2000 |
| GE Aviation | | | Auburn | | AL | | 24,133 |
| | 1,627 |
| | 30,920 |
| | 8 |
| | 32,555 |
| | (9,913 | ) | | 11/21/2012 | | 1995 |
| Dollar General | | | Doyline | | LA | | — |
| | 88 |
| | 793 |
| | — |
| | 881 |
| | (270 | ) | | 11/27/2012 | | 2012 |
| Dollar Tree/Family Dollar | | | Detroit | | MI | | — |
| | 130 |
| | 1,169 |
| | — |
| | 1,299 |
| | (398 | ) | | 11/27/2012 | | 2011 |
| Rubbermaid | | | Winfield | | KS | | — |
| | 819 |
| | 15,555 |
| | — |
| | 16,374 |
| | (5,967 | ) | | 11/28/2012 | | 2012 |
| Advance Auto Parts | | West Liberty | | KY | | — |
| | 249 |
| | 996 |
| | — |
| | 1,245 |
| | (263 | ) | | 4/15/2013 | | 2006 | | Sweetwater | | TN | | — |
| | 360 |
| | 839 |
| | — |
| | 1,199 |
| | (286 | ) | | 11/29/2012 | | 2006 |
| Advance Auto Parts | | Rayne | | LA | | — |
| | 122 |
| | 490 |
| | 84 |
| | 696 |
| | (129 | ) | | 5/21/2013 | | 2000 | |
| Advance Auto Parts | | Brownstown | | MI | | — |
| | 482 |
| | 1,760 |
| | — |
| | 2,242 |
| | (342 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Caro | | MI | | — |
| | 117 |
| | 665 |
| | (9 | ) | | 773 |
| | (206 | ) | | 11/23/2011 | | 2002 | |
| Advance Auto Parts | | Charlotte | | MI | | — |
| | 123 |
| | 697 |
| | (6 | ) | | 814 |
| | (217 | ) | | 11/23/2011 | | 2002 | |
| Advance Auto Parts | | Flint | | MI | | — |
| | 133 |
| | 534 |
| | (3 | ) | | 664 |
| | (166 | ) | | 11/23/2011 | | 2002 | |
| Advance Auto Parts | | Grand Rapids | | MI | | 657 |
| | 368 |
| | 1,296 |
| | — |
| | 1,664 |
| | (244 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Howell | | MI | | 830 |
| | 439 |
| | 1,471 |
| | — |
| | 1,910 |
| | (283 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Livonia | | MI | | — |
| | 210 |
| | 643 |
| | — |
| | 853 |
| | (199 | ) | | 12/12/2011 | | 2003 | |
| Advance Auto Parts | | Manistee | | MI | | — |
| | 348 |
| | 1,043 |
| | — |
| | 1,391 |
| | (276 | ) | | 4/15/2013 | | 2007 | |
| Advance Auto Parts | | Monroe | | MI | | — |
| | 549 |
| | 1,434 |
| | — |
| | 1,983 |
| | (280 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Romulus | | MI | | — |
| | 422 |
| | 1,568 |
| | — |
| | 1,990 |
| | (313 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Sault Ste. Marie | | MI | | — |
| | 75 |
| | 671 |
| | 80 |
| | 826 |
| | (215 | ) | | 11/23/2011 | | 2003 | |
| Advance Auto Parts | | South Lyon | | MI | | — |
| | 402 |
| | 1,607 |
| | — |
| | 2,009 |
| | (310 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Tecumseh | | MI | | — |
| | 281 |
| | 1,214 |
| | — |
| | 1,495 |
| | (227 | ) | | 5/27/2014 | | 2009 | |
| Advance Auto Parts | | Washington Twnshp | | MI | | — |
| | 645 |
| | 1,711 |
| | — |
| | 2,356 |
| | (335 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Tupelo | | MS | | — |
| | 258 |
| | 427 |
| | — |
| | 685 |
| | (109 | ) | | 2/20/2014 | | 1998 | |
| Advance Auto Parts | | Candler | | NC | | — |
| | 399 |
| | 1,202 |
| | — |
| | 1,601 |
| | (237 | ) | | 2/7/2014 | | 2012 | |
| Advance Auto Parts | | Charlotte | | NC | | — |
| | 723 |
| | 883 |
| | — |
| | 1,606 |
| | (180 | ) | | 2/7/2014 | | 2001 | |
| Advance Auto Parts | | Eden | | NC | | — |
| | 320 |
| | 746 |
| | — |
| | 1,066 |
| | (187 | ) | | 7/16/2013 | | 2004 | |
| Advance Auto Parts | | Granite Falls | | NC | | — |
| | 251 |
| | 1,005 |
| | — |
| | 1,256 |
| | (293 | ) | | 8/9/2012 | | 2010 | |
| Advance Auto Parts | | Rocky Mount | | NC | | — |
| | 348 |
| | 836 |
| | — |
| | 1,184 |
| | (194 | ) | | 2/21/2014 | | 2005 | |
| Advance Auto Parts | | Lakewood | | NJ | | — |
| | 750 |
| | 1,750 |
| | — |
| | 2,500 |
| | (510 | ) | | 8/22/2012 | | 2010 | |
| Advance Auto Parts | | Woodbury | | NJ | | — |
| | 446 |
| | 1,784 |
| | — |
| | 2,230 |
| | (528 | ) | | 6/20/2012 | | 2007 | |
| Advance Auto Parts | | Bethel | | OH | | 730 |
| | 234 |
| | 1,305 |
| | — |
| | 1,539 |
| | (258 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Canton | | OH | | 639 |
| | 443 |
| | 1,206 |
| | — |
| | 1,649 |
| | (251 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Dayton | | OH | | — |
| | 470 |
| | 1,349 |
| | — |
| | 1,819 |
| | (273 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Delaware | | OH | | 706 |
| | 502 |
| | 1,274 |
| | — |
| | 1,776 |
| | (256 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Eaton | | OH | | — |
| | 157 |
| | 471 |
| | — |
| | 628 |
| | (120 | ) | | 6/13/2013 | | 1987 | |
| Advance Auto Parts | | Franklin | | OH | | — |
| | 218 |
| | 873 |
| | — |
| | 1,091 |
| | (254 | ) | | 8/9/2012 | | 1984 | |
| Advance Auto Parts | | Holland | | OH | | 647 |
| | 131 |
| | 1,453 |
| | — |
| | 1,584 |
| | (282 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Massillon | | OH | | — |
| | 218 |
| | 1,987 |
| | — |
| | 2,205 |
| | (392 | ) | | 2/7/2014 | | 2007 | |
| Bojangles | | | Biscoe | | NC | | — |
| | 247 |
| | 986 |
| | — |
| | 1,233 |
| | (411 | ) | | 11/29/2012 | | 2010 |
| Bojangles | | | Moncks Corner | | SC | | — |
| | 505 |
| | 1,179 |
| | — |
| | 1,684 |
| | (491 | ) | | 11/29/2012 | | 2010 |
| Bojangles | | | Walterboro | | SC | | — |
| | 454 |
| | 1,363 |
| | — |
| | 1,817 |
| | (568 | ) | | 11/29/2012 | | 2010 |
| Tractor Supply | | | Plymouth | | NH | | 2,074 |
| | 424 |
| | 2,430 |
| | 15 |
| | 2,869 |
| | (750 | ) | | 11/29/2012 | | 2011 |
| CVS | | | Mechanicsburg | | PA | | — |
| | 1,155 |
| | 3,465 |
| | — |
| | 4,620 |
| | (1,260 | ) | | 11/29/2012 | | 2008 |
| FedEx | | | Roseville | | MN | | — |
| | 1,462 |
| | 8,282 |
| | — |
| | 9,744 |
| | (3,177 | ) | | 11/30/2012 | | 2012 |
| Walgreens | | | Jeffersonville | | IN | | — |
| | 824 |
| | 2,472 |
| | — |
| | 3,296 |
| | (899 | ) | | 11/30/2012 | | 2008 |
| Walgreens | | | Lawrenceburg | | KY | | — |
| | 567 |
| | 2,267 |
| | — |
| | 2,834 |
| | (825 | ) | | 11/30/2012 | | 2008 |
| Walgreens | | | Lexington | | KY | | — |
| | — |
| | 1,943 |
| | — |
| | 1,943 |
| | (707 | ) | | 11/30/2012 | | 2007 |
| Walgreens | | | Paris | | KY | | — |
| | 743 |
| | 2,228 |
| | — |
| | 2,971 |
| | (811 | ) | | 11/30/2012 | | 2008 |
| Walgreens | | | Scottsville | | KY | | — |
| | 153 |
| | 2,904 |
| | — |
| | 3,057 |
| | (1,056 | ) | | 11/30/2012 | | 2007 |
| Walgreens | | | Stanford | | KY | | — |
| | 152 |
| | 2,886 |
| | — |
| | 3,038 |
| | (1,050 | ) | | 11/30/2012 | | 2009 |
| Walgreens | | | Huntington | | WV | | — |
| | 964 |
| | 2,250 |
| | — |
| | 3,214 |
| | (819 | ) | | 11/30/2012 | | 2008 |
| Dollar General | | | Maynard | | AR | | — |
| | 73 |
| | 654 |
| | — |
| | 727 |
| | (221 | ) | | 12/4/2012 | | 1995 |
| Dollar General | | | Wooster | | AR | | — |
| | 74 |
| | 664 |
| | — |
| | 738 |
| | (225 | ) | | 12/4/2012 | | 1995 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Mattress Firm | | | Florence | | SC | | — |
| | 398 |
| | 929 |
| | 32 |
| | 1,359 |
| | (314 | ) | | 12/7/2012 | | 2012 |
| Dollar Tree/Family Dollar | | | Chireno | | TX | | — |
| | 50 |
| | 943 |
| | — |
| | 993 |
| | (319 | ) | | 12/10/2012 | | 2012 |
| Advance Auto Parts | | Salem | | OH | | 660 |
| | 267 |
| | 1,147 |
| | — |
| | 1,414 |
| | (227 | ) | | 2/7/2014 | | 2009 | | Bardstown | | KY | | — |
| | 272 |
| | 1,090 |
| | 234 |
| | 1,596 |
| | (375 | ) | | 12/10/2012 | | 2005 |
| Advance Auto Parts | | Springfield | | OH | | — |
| | 461 |
| | 1,075 |
| | — |
| | 1,536 |
| | (303 | ) | | 12/31/2012 | | 2005 | | Brandenburg | | KY | | — |
| | 186 |
| | 742 |
| | — |
| | 928 |
| | (251 | ) | | 12/10/2012 | | 2005 |
| Advance Auto Parts | | Toledo | | OH | | 619 |
| | 116 |
| | 1,375 |
| | — |
| | 1,491 |
| | (267 | ) | | 2/7/2014 | | 2009 | | Hardinsburg | | KY | | — |
| | 94 |
| | 845 |
| | — |
| | 939 |
| | (286 | ) | | 12/10/2012 | | 2007 |
| Advance Auto Parts | | Twinsburg | | OH | | 619 |
| | 486 |
| | 1,004 |
| | — |
| | 1,490 |
| | (205 | ) | | 2/7/2014 | | 2009 | | Leitchfield | | KY | | — |
| | 104 |
| | 939 |
| | (5 | ) | | 1,038 |
| | (315 | ) | | 12/10/2012 | | 2005 |
| Advance Auto Parts | | Van Wert | | OH | | — |
| | 33 |
| | 630 |
| | — |
| | 663 |
| | (161 | ) | | 6/13/2013 | | 1995 | | Titusville | | PA | | — |
| | 207 |
| | 1,172 |
| | — |
| | 1,379 |
| | (397 | ) | | 12/12/2012 | | 2010 |
| Advance Auto Parts | | Vermilion | | OH | | — |
| | 337 |
| | 1,079 |
| | — |
| | 1,416 |
| | (228 | ) | | 2/7/2014 | | 2006 | |
| Advance Auto Parts | | Warren | | OH | | — |
| | 83 |
| | 745 |
| | (2 | ) | | 826 |
| | (223 | ) | | 4/12/2012 | | 2003 | |
| Advance Auto Parts | | Oklahoma City | | OK | | — |
| | 208 |
| | 1,178 |
| | — |
| | 1,386 |
| | (343 | ) | | 8/9/2012 | | 2007 | |
| Advance Auto Parts | | Sapulpa | | OK | | 704 |
| | 362 |
| | 1,300 |
| | — |
| | 1,662 |
| | (245 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Chambersburg | | PA | | — |
| | 553 |
| | 830 |
| | — |
| | 1,383 |
| | (227 | ) | | 2/28/2013 | | 1997 | |
| Advance Auto Parts | | Selinsgrove | | PA | | — |
| | 99 |
| | 891 |
| | — |
| | 990 |
| | (227 | ) | | 6/3/2013 | | 2003 | |
| Advance Auto Parts | | Titusville | | PA | | — |
| | 207 |
| | 1,172 |
| | — |
| | 1,379 |
| | (331 | ) | | 12/12/2012 | | 2010 | |
| Advance Auto Parts | | Chapin | | SC | | — |
| | 395 |
| | 922 |
| | — |
| | 1,317 |
| | (273 | ) | | 6/20/2012 | | 2007 | |
| Advance Auto Parts | | Chesterfield | | SC | | — |
| | 131 |
| | 745 |
| | — |
| | 876 |
| | (220 | ) | | 6/27/2012 | | 2008 | |
| Advance Auto Parts | | Greenwood | | SC | | — |
| | 210 |
| | 630 |
| | — |
| | 840 |
| | (191 | ) | | 3/9/2012 | | 1995 | |
| Advance Auto Parts | | Rock Hill | | SC | | — |
| | 506 |
| | 915 |
| | 44 |
| | 1,465 |
| | (182 | ) | | 2/7/2014 | | 1995 | |
| Advance Auto Parts | | Sweetwater | | TN | | — |
| | 360 |
| | 839 |
| | — |
| | 1,199 |
| | (239 | ) | | 11/29/2012 | | 2006 | |
| Advance Auto Parts | | Alton | | TX | | — |
| | 169 |
| | 958 |
| | (3 | ) | | 1,124 |
| | (274 | ) | | 10/18/2012 | | 2006 | |
| Advance Auto Parts | | Deer Park | | TX | | — |
| | 295 |
| | 1,507 |
| | — |
| | 1,802 |
| | (287 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Houston | | TX | | 800 |
| | 343 |
| | 1,029 |
| | — |
| | 1,372 |
| | (326 | ) | | 9/30/2011 | | 2006 | |
| Advance Auto Parts | | Houston | | TX | | 800 |
| | 248 |
| | 991 |
| | — |
| | 1,239 |
| | (314 | ) | | 9/30/2011 | | 2006 | |
| Advance Auto Parts | | Houston | | TX | | — |
| | 837 |
| | 685 |
| | — |
| | 1,522 |
| | (199 | ) | | 8/21/2012 | | 2007 | |
| Advance Auto Parts | | Houston | | TX | | — |
| | 285 |
| | 1,405 |
| | — |
| | 1,690 |
| | (269 | ) | | 2/7/2014 | | 2006 | |
| Advance Auto Parts | | Houston | | TX | | — |
| | 225 |
| | 1,293 |
| | — |
| | 1,518 |
| | (246 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Houston | | TX | | — |
| | 189 |
| | 1,666 |
| | — |
| | 1,855 |
| | (316 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Humble | | TX | | — |
| | 420 |
| | 1,404 |
| | — |
| | 1,824 |
| | (269 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Huntsville | | TX | | — |
| | 327 |
| | 1,278 |
| | — |
| | 1,605 |
| | (245 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Kingwood | | TX | | — |
| | 419 |
| | 1,392 |
| | — |
| | 1,811 |
| | (267 | ) | | 2/7/2014 | | 2009 | |
| Advance Auto Parts | | Lubbock | | TX | | — |
| | 265 |
| | 1,259 |
| | — |
| | 1,524 |
| | (243 | ) | | 2/7/2014 | | 2008 | |
| Advance Auto Parts | | Pasadena | | TX | | — |
| | 382 |
| | 1,146 |
| | — |
| | 1,528 |
| | (337 | ) | | 7/6/2012 | | 2008 | |
| Advance Auto Parts | | Spring | | TX | | — |
| | 388 |
| | 1,616 |
| | — |
| | 2,004 |
| | (290 | ) | | 2/7/2014 | | 2007 | |
| Advance Auto Parts | | Webster | | TX | | — |
| | 385 |
| | 1,452 |
| | — |
| | 1,837 |
| | (277 | ) | | 2/7/2014 | | 2008 | |
| Dollar Tree/Family Dollar | | | Oakhurst | | TX | | — |
| | 36 |
| | 683 |
| | — |
| | 719 |
| | (231 | ) | | 12/12/2012 | | 2012 |
| Walgreens | | | Troy | | MI | | — |
| | — |
| | 1,896 |
| | 3 |
| | 1,899 |
| | (985 | ) | | 12/12/2012 | | 2000 |
| Vacant | | | Greenville | | NC | | — |
| | 1,085 |
| | 1,085 |
| | (1,322 | ) | | 848 |
| | (14 | ) | | 12/12/2012 | | 2012 |
| Dollar General | | | St. Louis | | MO | | — |
| | 445 |
| | 1,039 |
| | — |
| | 1,484 |
| | (352 | ) | | 12/14/2012 | | 2012 |
| Citizens Bank | | | Keene | | NH | | 1,885 |
| | 132 |
| | 2,511 |
| | — |
| | 2,643 |
| | (814 | ) | | 12/14/2012 | | 1900 |
| Citizens Bank | | | Fairlawn | | OH | | 1,885 |
| | 511 |
| | 2,045 |
| | — |
| | 2,556 |
| | (663 | ) | | 12/14/2012 | | 1979 |
| Citizens Bank | | | Altoona | | PA | | — |
| | 153 |
| | 459 |
| | — |
| | 612 |
| | (149 | ) | | 12/14/2012 | | 1971 |
| Citizens Bank | | | Dillsburg | | PA | | — |
| | 232 |
| | 926 |
| | — |
| | 1,158 |
| | (300 | ) | | 12/14/2012 | | 1935 |
| Vacant | | | Matamoras | | PA | | — |
| | 509 |
| | 946 |
| | (1,435 | ) | | 20 |
| | — |
| | 12/14/2012 | | 1920 |
| Citizens Bank | | | Mercer | | PA | | — |
| | 105 |
| | 314 |
| | (239 | ) | | 180 |
| | (1 | ) | | 12/14/2012 | | 1964 |
| Citizens Bank | | | Milford | | PA | | — |
| | 513 |
| | 769 |
| | — |
| | 1,282 |
| | (249 | ) | | 12/14/2012 | | 1981 |
| Citizens Bank | | | Oakmont | | PA | | — |
| | 199 |
| | 1,127 |
| | — |
| | 1,326 |
| | (366 | ) | | 12/14/2012 | | 1967 |
| Vacant | | | Pittsburgh | | PA | | — |
| | 185 |
| | 1,051 |
| | (871 | ) | | 365 |
| | — |
| | 12/14/2012 | | 1960 |
| Citizens Bank | | | Pittsburgh | | PA | | — |
| | 389 |
| | 1,168 |
| | — |
| | 1,557 |
| | (379 | ) | | 12/14/2012 | | 1940 |
| Citizens Bank | | | Pittsburgh | | PA | | — |
| | 146 |
| | 2,770 |
| | (1,726 | ) | | 1,190 |
| | (52 | ) | | 12/14/2012 | | 1900 |
| Citizens Bank | | | Pittsburgh | | PA | | 2,262 |
| | 470 |
| | 2,661 |
| | — |
| | 3,131 |
| | (863 | ) | | 12/14/2012 | | 1979 |
| Citizens Bank | | | Tyrone | | PA | | — |
| | 146 |
| | 583 |
| | — |
| | 729 |
| | (189 | ) | | 12/14/2012 | | 1967 |
| Citizens Bank | | | Upper Darby | | PA | | — |
| | 411 |
| | 617 |
| | — |
| | 1,028 |
| | (200 | ) | | 12/14/2012 | | 1966 |
| Citizens Bank | | | Middlebury | | VT | | — |
| | 363 |
| | 544 |
| | — |
| | 907 |
| | (176 | ) | | 12/14/2012 | | 1969 |
| US Bank | | | Orland Hills | | IL | | 2,646 |
| | 1,253 |
| | 2,327 |
| | — |
| | 3,580 |
| | (754 | ) | | 12/14/2012 | | 1995 |
| Citizens Bank | | | Milton | | MA | | 2,244 |
| | 619 |
| | 2,476 |
| | — |
| | 3,095 |
| | (803 | ) | | 12/14/2012 | | 1968 |
| Vacant | | | Highspire | | PA | | — |
| | 216 |
| | 649 |
| | (815 | ) | | 50 |
| | — |
| | 12/14/2012 | | 1974 |
| Vacant | | | Pitcairn | | PA | | — |
| | 46 |
| | 867 |
| | (908 | ) | | 5 |
| | — |
| | 12/14/2012 | | 1985 |
| Citizens Bank | | | Pittsburgh | | PA | | 1,244 |
| | 516 |
| | 1,204 |
| | — |
| | 1,720 |
| | (390 | ) | | 12/14/2012 | | 1970 |
| Citizens Bank | | | Pittsburgh | | PA | | 918 |
| | 196 |
| | 1,110 |
| | — |
| | 1,306 |
| | (360 | ) | | 12/14/2012 | | 1980 |
| Vacant | | | Pittsburgh | | PA | | — |
| | 255 |
| | 1,019 |
| | — |
| | 1,274 |
| | (330 | ) | | 12/14/2012 | | 1970 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Advance Auto Parts | | Appleton | | WI | | — |
| | 498 |
| | 1,228 |
| | — |
| | 1,726 |
| | (248 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Fort Atkinson | | WI | | — |
| | 353 |
| | 824 |
| | — |
| | 1,177 |
| | (203 | ) | | 8/26/2013 | | 2004 |
| Advance Auto Parts | | Janesville | | WI | | 939 |
| | 299 |
| | 1,695 |
| | — |
| | 1,994 |
| | (334 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Kenosha | | WI | | — |
| | 569 |
| | 465 |
| | — |
| | 1,034 |
| | (125 | ) | | 3/13/2013 | | 2004 |
| Advance Auto Parts | | Milwaukee | | WI | | — |
| | 610 |
| | 1,473 |
| | — |
| | 2,083 |
| | (289 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | St. Mary's | | WV | | — |
| | 309 |
| | 928 |
| | — |
| | 1,237 |
| | (262 | ) | | 12/28/2012 | | 2007 |
| Aetna Life Insurance | | Fresno | | CA | | — |
| | 3,405 |
| | 22,343 |
| | (116 | ) | | 25,632 |
| | (1,472 | ) | | 11/5/2013 | | 1969 |
| AGCO | | Duluth | | GA | | 8,600 |
| | 3,503 |
| | 14,842 |
| | 10 |
| | 18,355 |
| | (2,474 | ) | | 2/7/2014 | | 1999 |
| Albertson's | | Lake Havasu City | | AZ | | — |
| | 1,275 |
| | 5,396 |
| | — |
| | 6,671 |
| | (1,229 | ) | | 2/7/2014 | | 2003 |
| Albertson's | | Mesa | | AZ | | — |
| | 1,944 |
| | 4,145 |
| | — |
| | 6,089 |
| | (910 | ) | | 2/7/2014 | | 1997 |
| Albertson's | | Phoenix | | AZ | | — |
| | 2,456 |
| | 4,628 |
| | — |
| | 7,084 |
| | (1,008 | ) | | 2/7/2014 | | 1998 |
| Albertson's | | Scottsdale | | AZ | | — |
| | 2,872 |
| | 7,943 |
| | — |
| | 10,815 |
| | (1,743 | ) | | 2/7/2014 | | 1991 |
| Albertson's | | Tucson | | AZ | | — |
| | 2,710 |
| | 7,704 |
| | — |
| | 10,414 |
| | (1,699 | ) | | 2/7/2014 | | 2000 |
| Albertson's | | Tucson | | AZ | | — |
| | 1,642 |
| | 3,587 |
| | — |
| | 5,229 |
| | (813 | ) | | 2/7/2014 | | 1994 |
| Albertson's | | Yuma | | AZ | | — |
| | 1,574 |
| | 6,452 |
| | — |
| | 8,026 |
| | (1,432 | ) | | 2/7/2014 | | 2003 |
| Albertson's | | Denver | | CO | | — |
| | 2,058 |
| | 5,286 |
| | — |
| | 7,344 |
| | (1,136 | ) | | 2/7/2014 | | 2002 |
| Albertson's | | Durango | | CO | | — |
| | 3,520 |
| | 3,404 |
| | — |
| | 6,924 |
| | (788 | ) | | 2/7/2014 | | 1993 |
| Albertson's | | Fort Collins | | CO | | — |
| | 1,288 |
| | 6,612 |
| | — |
| | 7,900 |
| | (1,443 | ) | | 2/7/2014 | | 1996 |
| Albertson's | | Alexandria | | LA | | — |
| | 1,423 |
| | 6,024 |
| | — |
| | 7,447 |
| | (1,374 | ) | | 2/7/2014 | | 1990 |
| Albertson's | | Baton Rouge | | LA | | — |
| | 1,711 |
| | 7,061 |
| | — |
| | 8,772 |
| | (1,588 | ) | | 2/7/2014 | | 1991 |
| Albertson's | | Baton Rouge | | LA | | — |
| | 1,681 |
| | 5,673 |
| | — |
| | 7,354 |
| | (1,284 | ) | | 2/7/2014 | | 1992 |
| Albertson's | | Baton Rouge | | LA | | — |
| | 1,932 |
| | 7,836 |
| | — |
| | 9,768 |
| | (1,791 | ) | | 2/7/2014 | | 1985 |
| Albertson's | | Bossier City | | LA | | — |
| | 1,949 |
| | 5,125 |
| | — |
| | 7,074 |
| | (1,129 | ) | | 2/7/2014 | | 1988 |
| Albertson's | | Lafayette | | LA | | — |
| | 1,556 |
| | 7,926 |
| | — |
| | 9,482 |
| | (1,828 | ) | | 2/7/2014 | | 2000 |
| Albertson's | | Albuquerque | | NM | | — |
| | 2,834 |
| | 3,682 |
| | — |
| | 6,516 |
| | (1,111 | ) | | 2/7/2014 | | 1997 |
| Albertson's | | Albuquerque | | NM | | — |
| | 2,950 |
| | 3,388 |
| | — |
| | 6,338 |
| | (1,046 | ) | | 2/7/2014 | | 1978 |
| Albertson's | | Clovis | | NM | | — |
| | 769 |
| | 4,865 |
| | — |
| | 5,634 |
| | (1,253 | ) | | 2/7/2014 | | 1984 |
| Albertson's | | Farmington | | NM | | — |
| | 1,442 |
| | 2,505 |
| | — |
| | 3,947 |
| | (707 | ) | | 2/7/2014 | | 2002 |
| Albertson's | | Las Cruces | | NM | | — |
| | 1,588 |
| | 5,719 |
| | — |
| | 7,307 |
| | (1,586 | ) | | 2/7/2014 | | 1997 |
| Albertson's | | Los Lunas | | NM | | — |
| | 1,105 |
| | 4,770 |
| | — |
| | 5,875 |
| | (1,273 | ) | | 2/7/2014 | | 1991 |
| Albertson's | | Silver City | | NM | | — |
| | 591 |
| | 3,824 |
| | — |
| | 4,415 |
| | (1,099 | ) | | 2/7/2014 | | 1982 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 268 |
| | 2,413 |
| | — |
| | 2,681 |
| | (782 | ) | | 12/14/2012 | | 1970 |
| Vacant | | Reading | | PA | | — |
| | 267 |
| | 802 |
| | (820 | ) | | 249 |
| | — |
| | 12/14/2012 | | 1970 |
| Dollar General | | Mount Morris | | IL | | — |
| | 97 |
| | 877 |
| | — |
| | 974 |
| | (297 | ) | | 12/17/2012 | | 2012 |
| Dollar General | | Melrose | | MN | | — |
| | 96 |
| | 863 |
| | — |
| | 959 |
| | (292 | ) | | 12/17/2012 | | 2012 |
| Dollar General | | Montgomery | | MN | | — |
| | 87 |
| | 783 |
| | — |
| | 870 |
| | (265 | ) | | 12/17/2012 | | 2012 |
| Dollar General | | Blessing | | TX | | — |
| | 83 |
| | 745 |
| | — |
| | 828 |
| | (252 | ) | | 12/18/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Barryton | | MI | | — |
| | 32 |
| | 599 |
| | — |
| | 631 |
| | (203 | ) | | 12/18/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Tustin | | MI | | — |
| | 33 |
| | 633 |
| | — |
| | 666 |
| | (214 | ) | | 12/18/2012 | | 2012 |
| Dollar General | | Wakefield | | MI | | — |
| | 88 |
| | 794 |
| | — |
| | 882 |
| | (269 | ) | | 12/19/2012 | | 2012 |
| Hanesbrands | | Rural Hall | | NC | | 17,990 |
| | 1,082 |
| | 22,565 |
| | (202 | ) | | 23,445 |
| | (8,911 | ) | | 12/21/2012 | | 1989 |
| Walgreens | | Columbia | | MS | | — |
| | 452 |
| | 4,072 |
| | — |
| | 4,524 |
| | (1,471 | ) | | 12/21/2012 | | 2011 |
| Kum & Go | | Fountain | | CO | | — |
| | 1,131 |
| | 1,696 |
| | — |
| | 2,827 |
| | (574 | ) | | 12/24/2012 | | 2012 |
| Kum & Go | | Monument | | CO | | — |
| | 1,192 |
| | 1,457 |
| | — |
| | 2,649 |
| | (493 | ) | | 12/24/2012 | | 2012 |
| 7-Eleven | | Gloucester | | VA | | — |
| | 144 |
| | 578 |
| | — |
| | 722 |
| | (195 | ) | | 12/24/2012 | | 1985 |
| 7-Eleven | | Hampton | | VA | | — |
| | 69 |
| | 624 |
| | — |
| | 693 |
| | (211 | ) | | 12/24/2012 | | 1986 |
| 7-Eleven | | Hampton | | VA | | — |
| | 161 |
| | 644 |
| | — |
| | 805 |
| | (218 | ) | | 12/24/2012 | | 1959 |
| Dollar General | | Springfield | | MN | | — |
| | 88 |
| | 795 |
| | — |
| | 883 |
| | (269 | ) | | 12/26/2012 | | 2012 |
| Dollar General | | Corpus Christi | | TX | | — |
| | 270 |
| | 809 |
| | — |
| | 1,079 |
| | (274 | ) | | 12/26/2012 | | 2012 |
| Kum & Go | | Cheyenne | | WY | | — |
| | 411 |
| | 2,327 |
| | — |
| | 2,738 |
| | (787 | ) | | 12/27/2012 | | 2012 |
| Advance Auto Parts | | Calera | | AL | | — |
| | 723 |
| | 723 |
| | — |
| | 1,446 |
| | (245 | ) | | 12/27/2012 | | 2008 |
| Kum & Go | | Muscatine | | IA | | — |
| | 794 |
| | 1,853 |
| | — |
| | 2,647 |
| | (627 | ) | | 12/27/2012 | | 2012 |
| Advance Auto Parts | | St. Mary's | | WV | | — |
| | 309 |
| | 928 |
| | — |
| | 1,237 |
| | (314 | ) | | 12/28/2012 | | 2007 |
| Academy Sports + Outdoors | | Fayetteville | | AR | | 7,290 |
| | 1,900 |
| | 7,601 |
| | — |
| | 9,501 |
| | (3,046 | ) | | 12/28/2012 | | 2012 |
| Citizens Bank | | N. Providence | | RI | | 1,445 |
| | 200 |
| | 1,800 |
| | — |
| | 2,000 |
| | (584 | ) | | 12/31/2012 | | 1971 |
| DaVita Dialysis | | Allen Park | | MI | | — |
| | 209 |
| | 1,885 |
| | 151 |
| | 2,245 |
| | (618 | ) | | 12/31/2012 | | 1955 |
| Pantry Gas & Convenience | | Montgomery | | AL | | — |
| | 526 |
| | 1,228 |
| | — |
| | 1,754 |
| | (415 | ) | | 12/31/2012 | | 1998 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,332 |
| | 1,332 |
| | — |
| | 2,664 |
| | (451 | ) | | 12/31/2012 | | 2004 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,667 |
| | 417 |
| | — |
| | 2,084 |
| | (141 | ) | | 12/31/2012 | | 1982 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,191 |
| | 1,787 |
| | — |
| | 2,978 |
| | (604 | ) | | 12/31/2012 | | 1987 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,070 |
| | 1,308 |
| | — |
| | 2,378 |
| | (443 | ) | | 12/31/2012 | | 1997 |
| Pantry Gas & Convenience | | Conover | | NC | | — |
| | 1,144 |
| | 936 |
| | — |
| | 2,080 |
| | (317 | ) | | 12/31/2012 | | 1998 |
| Pantry Gas & Convenience | | Cornelius | | NC | | — |
| | 1,847 |
| | 2,258 |
| | — |
| | 4,105 |
| | (764 | ) | | 12/31/2012 | | 1999 |
| Pantry Gas & Convenience | | Lincolnton | | NC | | — |
| | 1,766 |
| | 2,159 |
| | — |
| | 3,925 |
| | (730 | ) | | 12/31/2012 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Albertson's | | Abilene | | TX | | — |
| | 1,187 |
| | 6,373 |
| | — |
| | 7,560 |
| | (1,389 | ) | | 2/7/2014 | | 1984 |
| Albertson's | | Arlington | | TX | | — |
| | 1,714 |
| | 6,560 |
| | — |
| | 8,274 |
| | (1,429 | ) | | 2/7/2014 | | 2002 |
| Albertson's | | El Paso | | TX | | — |
| | 1,375 |
| | 6,447 |
| | — |
| | 7,822 |
| | (1,458 | ) | | 2/7/2014 | | 1978 |
| Albertson's | | Fort Worth | | TX | | — |
| | 2,146 |
| | 4,678 |
| | — |
| | 6,824 |
| | (1,075 | ) | | 2/7/2014 | | 2000 |
| Albertson's | | Fort Worth | | TX | | — |
| | 1,833 |
| | 7,311 |
| | — |
| | 9,144 |
| | (1,571 | ) | | 2/7/2014 | | 2004 |
| Albertson's | | Fort Worth | | TX | | — |
| | 1,833 |
| | 4,528 |
| | — |
| | 6,361 |
| | (1,007 | ) | | 2/7/2014 | | 2002 |
| Albertson's | | Fort Worth | | TX | | — |
| | 1,174 |
| | 6,255 |
| | — |
| | 7,429 |
| | (1,319 | ) | | 2/7/2014 | | 1988 |
| Albertson's | | Midland | | TX | | — |
| | 1,002 |
| | 9,885 |
| | — |
| | 10,887 |
| | (2,120 | ) | | 2/7/2014 | | 1984 |
| Albertson's | | Odessa | | TX | | — |
| | 947 |
| | 8,867 |
| | — |
| | 9,814 |
| | (1,879 | ) | | 2/7/2014 | | 1985 |
| Albertson's | | Weatherford | | TX | | — |
| | 1,820 |
| | 5,771 |
| | — |
| | 7,591 |
| | (1,280 | ) | | 2/7/2014 | | 2001 |
| Ale House | | Orlando | | FL | | — |
| | 290 |
| | 3,647 |
| | (1,300 | ) | | 2,637 |
| | (244 | ) | | 6/27/2013 | | 1995 |
| Ale House | | St. Petersburg | | FL | | — |
| | 930 |
| | 3,116 |
| | — |
| | 4,046 |
| | (797 | ) | | 6/27/2013 | | 1995 |
| Aliberto's Mexican Food | | Holbrook | | AZ | | — |
| | 32 |
| | 96 |
| | — |
| | 128 |
| | (24 | ) | | 6/27/2013 | | 1981 |
| Allied Power Group | | Houston | | TX | | — |
| | 1,659 |
| | 13,161 |
| | (7,475 | ) | | 7,345 |
| | — |
| | 6/12/2014 | | 2009 |
| Amazon | | West Columbia | | SC | | — |
| | 3,112 |
| | 53,103 |
| | — |
| | 56,215 |
| | (9,907 | ) | | 2/7/2014 | | 2012 |
| Amazon | | Charleston | | TN | | 38,500 |
| | 2,678 |
| | 50,880 |
| | — |
| | 53,558 |
| | (9,387 | ) | | 2/7/2014 | | 2011 |
| Amazon | | Chattanooga | | TN | | 40,800 |
| | 1,995 |
| | 54,332 |
| | — |
| | 56,327 |
| | (10,267 | ) | | 2/7/2014 | | 2011 |
| Amcor Rigid Plastics USA, Inc | | Alhambra | | CA | | — |
| | 7,143 |
| | 8,730 |
| | — |
| | 15,873 |
| | (2,640 | ) | | 1/24/2013 | | 1966 |
| AMEC Foster Wheeler Oil & Gas | | Houston | | TX | | — |
| | 2,524 |
| | 30,398 |
| | — |
| | 32,922 |
| | (6,309 | ) | | 11/5/2013 | | 1998 |
| Amega West | | West Alexander | | PA | | — |
| | 117 |
| | 1,787 |
| | — |
| | 1,904 |
| | (299 | ) | | 6/12/2014 | | 2010 |
| Amega West | | Midland | | TX | | — |
| | 591 |
| | 379 |
| | — |
| | 970 |
| | (67 | ) | | 6/12/2014 | | 1979 |
| Ameriprise | | Ashwaubenon | | WI | | 10,998 |
| | 751 |
| | 14,260 |
| | — |
| | 15,011 |
| | (3,412 | ) | | 1/25/2013 | | 2000 |
| Amesbury Truth | | Statesville | | NC | | — |
| | 424 |
| | 23,261 |
| | — |
| | 23,685 |
| | (130 | ) | | 10/24/2017 | | 2017 |
| AON | | Lincolnshire | | IL | | 92,517 |
| | 5,336 |
| | 124,777 |
| | — |
| | 130,113 |
| | (33,917 | ) | | 11/16/2012 | | 1998 |
| Apple Market | | St. Joseph | | MO | | — |
| | 639 |
| | 1,638 |
| | — |
| | 2,277 |
| | (322 | ) | | 3/28/2014 | | 1981 |
| Applebee's | | Auburn | | AL | | — |
| | 1,155 |
| | 1,732 |
| | — |
| | 2,887 |
| | (459 | ) | | 7/31/2013 | | 1993 |
| Applebee's | | Oxford | | AL | | — |
| | 1,162 |
| | 2,157 |
| | — |
| | 3,319 |
| | (541 | ) | | 8/30/2013 | | 1995 |
| Applebee's | | Phenix City | | AL | | — |
| | 1,488 |
| | 2,232 |
| | — |
| | 3,720 |
| | (592 | ) | | 7/31/2013 | | 1999 |
| Applebee's | | West Memphis | | AR | | — |
| | 388 |
| | 1,536 |
| | — |
| | 1,924 |
| | (356 | ) | | 2/7/2014 | | 2006 |
| Applebee's | | Arvada | | CO | | — |
| | 754 |
| | 1,760 |
| | — |
| | 2,514 |
| | (467 | ) | | 7/31/2013 | | 1996 |
| Applebee's | | Brighton | | CO | | — |
| | 657 |
| | 1,972 |
| | — |
| | 2,629 |
| | (523 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Colorado Springs | | CO | | — |
| | 499 |
| | 1,996 |
| | — |
| | 2,495 |
| | (529 | ) | | 7/31/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Pantry Gas & Convenience | | Matthews | | NC | | — |
| | 980 |
| | 1,819 |
| | — |
| | 2,799 |
| | (616 | ) | | 12/31/2012 | | 1987 |
| Pantry Gas & Convenience | | Thomasville | | NC | | — |
| | 1,175 |
| | 1,436 |
| | — |
| | 2,611 |
| | (486 | ) | | 12/31/2012 | | 2000 |
| Pantry Gas & Convenience | | Fort Mill | | SC | | — |
| | 1,311 |
| | 1,967 |
| | — |
| | 3,278 |
| | (665 | ) | | 12/31/2012 | | 1988 |
| DaVita Dialysis | | Beeville | | TX | | — |
| | 99 |
| | 1,879 |
| | — |
| | 1,978 |
| | (608 | ) | | 12/31/2012 | | 1979 |
| Advance Auto Parts | | Albany | | GA | | — |
| | 210 |
| | 629 |
| | 66 |
| | 905 |
| | (215 | ) | | 12/31/2012 | | 1995 |
| Advance Auto Parts | | Hazlehurst | | GA | | — |
| | 113 |
| | 451 |
| | 104 |
| | 668 |
| | (155 | ) | | 12/31/2012 | | 1998 |
| Advance Auto Parts | | Hinesville | | GA | | — |
| | 352 |
| | 430 |
| | 72 |
| | 854 |
| | (147 | ) | | 12/31/2012 | | 1994 |
| Advance Auto Parts | | Thomasville | | GA | | — |
| | 251 |
| | 377 |
| | (30 | ) | | 598 |
| | (122 | ) | | 12/31/2012 | | 1997 |
| Advance Auto Parts | | Dothan | | AL | | — |
| | 326 |
| | 326 |
| | (8 | ) | | 644 |
| | (109 | ) | | 12/31/2012 | | 1997 |
| Advance Auto Parts | | Enterprise | | AL | | — |
| | 280 |
| | 420 |
| | 50 |
| | 750 |
| | (142 | ) | | 12/31/2012 | | 1995 |
| Advance Auto Parts | | Perry | | GA | | — |
| | 209 |
| | 487 |
| | 67 |
| | 763 |
| | (166 | ) | | 12/31/2012 | | 1994 |
| Advance Auto Parts | | Cairo | | GA | | — |
| | 140 |
| | 326 |
| | 29 |
| | 495 |
| | (107 | ) | | 12/31/2012 | | 1993 |
| Synovus Bank | | Tampa | | FL | | — |
| | 985 |
| | 2,298 |
| | — |
| | 3,283 |
| | (745 | ) | | 12/31/2012 | | 1959 |
| Advance Auto Parts | | Springfield | | OH | | — |
| | 461 |
| | 1,075 |
| | — |
| | 1,536 |
| | (364 | ) | | 12/31/2012 | | 2005 |
| Dollar General | | Center Point | | IA | | — |
| | 136 |
| | 772 |
| | — |
| | 908 |
| | (261 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | Roodhouse | | IL | | — |
| | 207 |
| | 829 |
| | — |
| | 1,036 |
| | (281 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | Savanna | | IL | | — |
| | 273 |
| | 1,093 |
| | — |
| | 1,366 |
| | (370 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | Caulfield | | MO | | — |
| | 139 |
| | 789 |
| | — |
| | 928 |
| | (267 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | Adkins | | TX | | — |
| | 157 |
| | 889 |
| | — |
| | 1,046 |
| | (301 | ) | | 12/31/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Somerville | | TX | | — |
| | 131 |
| | 743 |
| | — |
| | 874 |
| | (251 | ) | | 12/31/2012 | | 2012 |
| Dollar Tree/Family Dollar | | Pulaski | | IL | | — |
| | 31 |
| | 588 |
| | — |
| | 619 |
| | (199 | ) | | 12/31/2012 | | 2012 |
| Mattress Firm | | Bountiful | | UT | | — |
| | 736 |
| | 1,367 |
| | — |
| | 2,103 |
| | (462 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | McMechen | | WV | | — |
| | 91 |
| | 819 |
| | — |
| | 910 |
| | (275 | ) | | 1/9/2013 | | 2012 |
| Dollar General | | Virginia | | MN | | — |
| | 147 |
| | 831 |
| | — |
| | 978 |
| | (279 | ) | | 1/14/2013 | | 2012 |
| Dollar General | | Cowen | | WV | | — |
| | 196 |
| | 783 |
| | — |
| | 979 |
| | (263 | ) | | 1/16/2013 | | 2012 |
| Orora | | Alhambra | | CA | | — |
| | 7,143 |
| | 8,730 |
| | — |
| | 15,873 |
| | (3,295 | ) | | 1/24/2013 | | 1966 |
| US Bank | | Chicago Heights | | IL | | — |
| | 182 |
| | 1,637 |
| | — |
| | 1,819 |
| | (527 | ) | | 1/24/2013 | | 1996 |
| Walgreens | | Acworth | | GA | | — |
| | 1,583 |
| | 2,940 |
| | — |
| | 4,523 |
| | (1,055 | ) | | 1/25/2013 | | 2012 |
| Ameriprise | | Ashwaubenon | | WI | | 10,998 |
| | 751 |
| | 14,260 |
| | — |
| | 15,011 |
| | (4,285 | ) | | 1/25/2013 | | 2000 |
| Dollar Tree/Family Dollar | | Hattiesburg | | MS | | — |
| | 225 |
| | 674 |
| | — |
| | 899 |
| | (226 | ) | | 1/30/2013 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Walgreens | | Chicago | | IL | | — |
| | 1,212 |
| | 2,829 |
| | 198 |
| | 4,239 |
| | (1,015 | ) | | 1/30/2013 | | 1999 |
| Dollar Tree/Family Dollar | | Chimayo | | NM | | — |
| | 158 |
| | 632 |
| | (15 | ) | | 775 |
| | (210 | ) | | 1/30/2013 | | 2009 |
| Fresenius Medical Care | | Bossier City | | LA | | — |
| | 120 |
| | 682 |
| | — |
| | 802 |
| | (199 | ) | | 1/30/2013 | | 2008 |
| Walgreens | | Chicago | | IL | | — |
| | 1,617 |
| | 3,003 |
| | — |
| | 4,620 |
| | (1,077 | ) | | 1/30/2013 | | 2007 |
| Dollar General | | Ottumwa | | IA | | — |
| | 143 |
| | 812 |
| | — |
| | 955 |
| | (273 | ) | | 1/31/2013 | | 2012 |
| Dollar General | | Olivia | | MN | | — |
| | 98 |
| | 884 |
| | — |
| | 982 |
| | (297 | ) | | 1/31/2013 | | 2012 |
| Dollar General | | Victoria | | TX | | — |
| | 91 |
| | 817 |
| | ��� |
| | 908 |
| | (275 | ) | | 1/31/2013 | | 2013 |
| Dollar General | | Donna | | TX | | — |
| | 145 |
| | 820 |
| | — |
| | 965 |
| | (276 | ) | | 1/31/2013 | | 2012 |
| Rubbermaid | | Brimfield | | OH | | — |
| | 1,552 |
| | 29,495 |
| | — |
| | 31,047 |
| | (11,134 | ) | | 1/31/2013 | | 2012 |
| Mattress Firm | | Rogers | | AR | | — |
| | 321 |
| | 1,284 |
| | — |
| | 1,605 |
| | (428 | ) | | 2/6/2013 | | 2012 |
| CVS | | Shippensburg | | PA | | — |
| | 351 |
| | 1,988 |
| | — |
| | 2,339 |
| | (708 | ) | | 2/8/2013 | | 2002 |
| Mattress Firm | | Evansville | | IN | | — |
| | 117 |
| | 2,227 |
| | — |
| | 2,344 |
| | (743 | ) | | 2/11/2013 | | 1995 |
| Dollar General | | Eldon | | MO | | — |
| | 52 |
| | 986 |
| | — |
| | 1,038 |
| | (329 | ) | | 2/14/2013 | | 2013 |
| Dollar General | | New Braunfels | | TX | | — |
| | 95 |
| | 855 |
| | — |
| | 950 |
| | (285 | ) | | 2/14/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 163 |
| | 926 |
| | — |
| | 1,089 |
| | (309 | ) | | 2/14/2013 | | 2013 |
| Dollar General | | Skidmore | | TX | | — |
| | 90 |
| | 811 |
| | — |
| | 901 |
| | (271 | ) | | 2/14/2013 | | 2013 |
| Dollar General | | De Soto | | MO | | — |
| | 101 |
| | 912 |
| | — |
| | 1,013 |
| | (304 | ) | | 2/14/2013 | | 2013 |
| Stripes | | Andrews | | TX | | — |
| | 406 |
| | 2,302 |
| | — |
| | 2,708 |
| | (768 | ) | | 2/15/2013 | | 2008 |
| Stripes | | La Feria | | TX | | — |
| | 219 |
| | 1,970 |
| | — |
| | 2,189 |
| | (657 | ) | | 2/15/2013 | | 2008 |
| Stripes | | Pharr | | TX | | — |
| | 281 |
| | 2,531 |
| | — |
| | 2,812 |
| | (845 | ) | | 2/15/2013 | | 1995 |
| Stripes | | Rio Hondo | | TX | | — |
| | 293 |
| | 2,640 |
| | — |
| | 2,933 |
| | (881 | ) | | 2/15/2013 | | 2008 |
| Dollar General | | Osceola | | MO | | — |
| | 93 |
| | 835 |
| | — |
| | 928 |
| | (279 | ) | | 2/19/2013 | | 2012 |
| Academy Sports + Outdoors | | Dalton | | GA | | 4,965 |
| | 998 |
| | 5,656 |
| | — |
| | 6,654 |
| | (2,244 | ) | | 2/20/2013 | | 2012 |
| BJ's Wholesale Club | | North Canton | | OH | | 6,787 |
| | 456 |
| | 8,668 |
| | 422 |
| | 9,546 |
| | (3,481 | ) | | 2/20/2013 | | 1998 |
| Dollar Tree/Family Dollar | | Kemmerer | | WY | | — |
| | 45 |
| | 853 |
| | — |
| | 898 |
| | (285 | ) | | 2/22/2013 | | 2013 |
| Idaho Guns & Outdoors | | Boise | | ID | | — |
| | 335 |
| | 1,339 |
| | 39 |
| | 1,713 |
| | (447 | ) | | 2/22/2013 | | 2013 |
| US Bank | | Westchester | | IL | | — |
| | 366 |
| | 853 |
| | — |
| | 1,219 |
| | (273 | ) | | 2/22/2013 | | 1986 |
| Dollar Tree/Family Dollar | | Toledo | | OH | | — |
| | 306 |
| | 917 |
| | — |
| | 1,223 |
| | (306 | ) | | 2/25/2013 | | 2012 |
| FedEx | | Wendover | | NV | | — |
| | 262 |
| | 1,483 |
| | — |
| | 1,745 |
| | (555 | ) | | 2/25/2013 | | 2012 |
| Dollar General | | Camden | | MI | | — |
| | 138 |
| | 781 |
| | — |
| | 919 |
| | (260 | ) | | 2/27/2013 | | 2013 |
| Dollar General | | Manchester | | MI | | — |
| | 213 |
| | 853 |
| | — |
| | 1,066 |
| | (285 | ) | | 2/27/2013 | | 2013 |
| Dollar General | | Manistique | | MI | | — |
| | 155 |
| | 876 |
| | — |
| | 1,031 |
| | (292 | ) | | 2/27/2013 | | 2012 |
| Dollar General | | Mount Morris | | MI | | — |
| | 110 |
| | 988 |
| | — |
| | 1,098 |
| | (330 | ) | | 2/27/2013 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Applebee's | | Colorado Springs | | CO | | — |
| | 629 |
| | 1,888 |
| | — |
| | 2,517 |
| | (501 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Greeley | | CO | | — |
| | 559 |
| | 2,235 |
| | — |
| | 2,794 |
| | (593 | ) | | 7/31/2013 | | 1995 |
| Applebee's | | Northglenn | | CO | | — |
| | 578 |
| | 1,734 |
| | — |
| | 2,312 |
| | (460 | ) | | 7/31/2013 | | 1993 |
| Applebee's | | Pueblo | | CO | | — |
| | 752 |
| | 2,257 |
| | — |
| | 3,009 |
| | (587 | ) | | 8/30/2013 | | 1998 |
| Applebee's | | Pueblo | | CO | | — |
| | 960 |
| | 2,879 |
| | — |
| | 3,839 |
| | (764 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Thornton | | CO | | — |
| | 681 |
| | 2,043 |
| | — |
| | 2,724 |
| | (532 | ) | | 8/30/2013 | | 1994 |
| Applebee's | | Bradenton | | FL | | — |
| | 2,475 |
| | 3,713 |
| | — |
| | 6,188 |
| | (985 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Brandon | | FL | | — |
| | 2,453 |
| | 3,647 |
| | — |
| | 6,100 |
| | (950 | ) | | 6/27/2013 | | 1997 |
| Applebee's | | Crestview | | FL | | — |
| | 943 |
| | 1,752 |
| | — |
| | 2,695 |
| | (465 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Crystal River | | FL | | — |
| | 1,328 |
| | 2,467 |
| | — |
| | 3,795 |
| | (654 | ) | | 7/31/2013 | | 2001 |
| Applebee's | | Davenport | | FL | | — |
| | 1,506 |
| | 4,517 |
| | — |
| | 6,023 |
| | (1,198 | ) | | 7/31/2013 | | 2007 |
| Applebee's | | Inverness | | FL | | — |
| | 1,977 |
| | 2,965 |
| | — |
| | 4,942 |
| | (787 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Lakeland | | FL | | — |
| | 1,283 |
| | 2,383 |
| | — |
| | 3,666 |
| | (632 | ) | | 7/31/2013 | | 1997 |
| Applebee's | | Lakeland | | FL | | — |
| | 1,959 |
| | 3,638 |
| | — |
| | 5,597 |
| | (965 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Largo | | FL | | — |
| | 2,334 |
| | 3,501 |
| | — |
| | 5,835 |
| | (929 | ) | | 7/31/2013 | | 1995 |
| Applebee's | | New Port Richey | | FL | | — |
| | 1,695 |
| | 3,147 |
| | — |
| | 4,842 |
| | (835 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Plant City | | FL | | — |
| | 2,079 |
| | 2,869 |
| | — |
| | 4,948 |
| | (747 | ) | | 6/27/2013 | | 2001 |
| Applebee's | | Riverview | | FL | | — |
| | 1,849 |
| | 3,434 |
| | — |
| | 5,283 |
| | (911 | ) | | 7/31/2013 | | 2006 |
| Applebee's | | St. Petersburg | | FL | | — |
| | 2,329 |
| | 3,493 |
| | — |
| | 5,822 |
| | (927 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Temple Terrace | | FL | | — |
| | 2,396 |
| | 3,594 |
| | — |
| | 5,990 |
| | (953 | ) | | 7/31/2013 | | 1993 |
| Applebee's | | Valrico | | FL | | — |
| | 1,202 |
| | 3,274 |
| | — |
| | 4,476 |
| | (853 | ) | | 6/27/2013 | | 1998 |
| Applebee's | | Wesley Chapel | | FL | | — |
| | 3,272 |
| | 3,272 |
| | — |
| | 6,544 |
| | (868 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Winter Haven | | FL | | — |
| | 2,130 |
| | 2,603 |
| | — |
| | 4,733 |
| | (690 | ) | | 7/31/2013 | | 1999 |
| Applebee's | | Augusta | | GA | | — |
| | 1,254 |
| | 2,329 |
| | — |
| | 3,583 |
| | (618 | ) | | 7/31/2013 | | 1987 |
| Applebee's | | Dublin | | GA | | — |
| | 1,171 |
| | 1,431 |
| | — |
| | 2,602 |
| | (380 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Evans | | GA | | — |
| | 1,426 |
| | 2,649 |
| | — |
| | 4,075 |
| | (703 | ) | | 7/31/2013 | | 2004 |
| Applebee's | | Milledgeville | | GA | | — |
| | 1,174 |
| | 1,761 |
| | — |
| | 2,935 |
| | (467 | ) | | 7/31/2013 | | 1999 |
| Applebee's | | Savannah | | GA | | — |
| | 1,329 |
| | 2,468 |
| | — |
| | 3,797 |
| | (655 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Clinton | | IA | | — |
| | 490 |
| | 1,184 |
| | — |
| | 1,674 |
| | (303 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Fort Dodge | | IA | | — |
| | — |
| | 1,363 |
| | — |
| | 1,363 |
| | (549 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Marshalltown | | IA | | — |
| | 660 |
| | 1,175 |
| | — |
| | 1,835 |
| | (300 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Mason City | | IA | | — |
| | 340 |
| | 1,495 |
| | — |
| | 1,835 |
| | (382 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Rapid City | | MI | | — |
| | 179 |
| | 716 |
| | — |
| | 895 |
| | (239 | ) | | 2/27/2013 | | 2012 |
| Dollar General | | Romulus | | MI | | — |
| | 199 |
| | 794 |
| | — |
| | 993 |
| | (265 | ) | | 2/27/2013 | | 2011 |
| Advance Auto Parts | | Birmingham | | AL | | — |
| | 330 |
| | 494 |
| | — |
| | 824 |
| | (165 | ) | | 2/28/2013 | | 1999 |
| Advance Auto Parts | | Birmingham | | AL | | — |
| | 455 |
| | 373 |
| | 58 |
| | 886 |
| | (127 | ) | | 2/28/2013 | | 1997 |
| Advance Auto Parts | | Fort Wayne | | IN | | — |
| | 193 |
| | 450 |
| | — |
| | 643 |
| | (150 | ) | | 2/28/2013 | | 1998 |
| Advance Auto Parts | | Fort Wayne | | IN | | — |
| | 200 |
| | 371 |
| | — |
| | 571 |
| | (124 | ) | | 2/28/2013 | | 1998 |
| Advance Auto Parts | | Chambersburg | | PA | | — |
| | 553 |
| | 830 |
| | — |
| | 1,383 |
| | (277 | ) | | 2/28/2013 | | 1997 |
| Bojangles | | Greenwood | | SC | | — |
| | 440 |
| | 1,320 |
| | — |
| | 1,760 |
| | (540 | ) | | 2/28/2013 | | 2011 |
| CVS | | Harper Woods | | MI | | — |
| | 499 |
| | 2,829 |
| | (2,038 | ) | | 1,290 |
| | (10 | ) | | 2/28/2013 | | 1999 |
| CVS | | Detroit | | MI | | — |
| | 270 |
| | 2,427 |
| | (2,234 | ) | | 463 |
| | — |
| | 2/28/2013 | | 1999 |
| CVS | | Stockbridge | | GA | | — |
| | 855 |
| | 1,283 |
| | — |
| | 2,138 |
| | (457 | ) | | 2/28/2013 | | 1998 |
| CVS | | Greenville | | SC | | — |
| | 169 |
| | 1,520 |
| | — |
| | 1,689 |
| | (541 | ) | | 2/28/2013 | | 1997 |
| Fresenius Medical Care | | Dallas | | TX | | — |
| | 377 |
| | 1,132 |
| | 80 |
| | 1,589 |
| | (319 | ) | | 2/28/2013 | | 1958 |
| Dollar General | | Aurora | | MO | | — |
| | 98 |
| | 881 |
| | — |
| | 979 |
| | (294 | ) | | 2/28/2013 | | 2013 |
| Dollar General | | Belton | | TX | | — |
| | 89 |
| | 804 |
| | — |
| | 893 |
| | (268 | ) | | 2/28/2013 | | 2013 |
| Tractor Supply | | Los Banos | | CA | | 3,468 |
| | 1,213 |
| | 3,638 |
| | — |
| | 4,851 |
| | (1,097 | ) | | 2/28/2013 | | 2009 |
| Walgreens | | Aibonito Pueblo | | PR | | 5,695 |
| | 1,855 |
| | 5,566 |
| | — |
| | 7,421 |
| | (1,969 | ) | | 3/5/2013 | | 2012 |
| Dollar General | | Holly Hill | | SC | | 1,983 |
| | 259 |
| | 2,333 |
| | — |
| | 2,592 |
| | (773 | ) | | 3/6/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 239 |
| | 956 |
| | — |
| | 1,195 |
| | (317 | ) | | 3/11/2013 | | 2013 |
| Advance Auto Parts | | Kenosha | | WI | | — |
| | 569 |
| | 465 |
| | — |
| | 1,034 |
| | (154 | ) | | 3/13/2013 | | 2004 |
| TD Bank | | Falmouth | | ME | | 19,607 |
| | 4,057 |
| | 23,689 |
| | 307 |
| | 28,053 |
| | (7,005 | ) | | 3/18/2013 | | 2002 |
| Mattress Firm | | Knoxville | | TN | | — |
| | 586 |
| | 1,088 |
| | — |
| | 1,674 |
| | (360 | ) | | 3/19/2013 | | 2012 |
| FedEx | | Waterloo | | IA | | — |
| | 152 |
| | 2,882 |
| | — |
| | 3,034 |
| | (1,070 | ) | | 3/22/2013 | | 2006 |
| SunTrust Bank | | Dunedin | | FL | | — |
| | 479 |
| | 1,917 |
| | — |
| | 2,396 |
| | (608 | ) | | 3/22/2013 | | 1995 |
| SunTrust Bank | | Dunnellon | | FL | | — |
| | 82 |
| | 463 |
| | — |
| | 545 |
| | (147 | ) | | 3/22/2013 | | 1980 |
| SunTrust Bank | | North Port | | FL | | — |
| | 460 |
| | 1,381 |
| | — |
| | 1,841 |
| | (438 | ) | | 3/22/2013 | | 1982 |
| SunTrust Bank | | Plant City | | FL | | — |
| | 751 |
| | 1,753 |
| | — |
| | 2,504 |
| | (556 | ) | | 3/22/2013 | | 2000 |
| SunTrust Bank | | Port Orange | | FL | | — |
| | 590 |
| | 1,095 |
| | — |
| | 1,685 |
| | (347 | ) | | 3/22/2013 | | 1989 |
| SunTrust Bank | | Port Orange | | FL | | — |
| | 563 |
| | 1,314 |
| | — |
| | 1,877 |
| | (417 | ) | | 3/22/2013 | | 1982 |
| SunTrust Bank | | West Palm Beach | | FL | | — |
| | 1,026 |
| | 1,026 |
| | — |
| | 2,052 |
| | (325 | ) | | 3/22/2013 | | 1981 |
| SunTrust Bank | | Dunwoody | | GA | | — |
| | 1,784 |
| | 1,460 |
| | — |
| | 3,244 |
| | (463 | ) | | 3/22/2013 | | 1972 |
| SunTrust Bank | | Jesup | | GA | | — |
| | 184 |
| | 1,657 |
| | — |
| | 1,841 |
| | (526 | ) | | 3/22/2013 | | 1964 |
| SunTrust Bank | | St. Simons Island | | GA | | — |
| | 1,363 |
| | 734 |
| | — |
| | 2,097 |
| | (233 | ) | | 3/22/2013 | | 1975 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Applebee's | | Muscatine | | IA | | — |
| | 330 |
| | 1,266 |
| | — |
| | 1,596 |
| | (324 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Boise | | ID | | — |
| | 948 |
| | 1,761 |
| | — |
| | 2,709 |
| | (467 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Garden City | | ID | | — |
| | 628 |
| | 2,512 |
| | — |
| | 3,140 |
| | (654 | ) | | 8/30/2013 | | 2003 |
| Applebee's | | Nampa | | ID | | — |
| | 729 |
| | 2,915 |
| | — |
| | 3,644 |
| | (773 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Pocatello | | ID | | — |
| | 612 |
| | 1,837 |
| | — |
| | 2,449 |
| | (487 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Marion | | IL | | — |
| | 855 |
| | 1,527 |
| | — |
| | 2,382 |
| | (372 | ) | | 2/7/2014 | | 1998 |
| Applebee's | | Sterling | | IL | | — |
| | 390 |
| | 1,291 |
| | — |
| | 1,681 |
| | (330 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Swansea | | IL | | — |
| | 727 |
| | 1,741 |
| | — |
| | 2,468 |
| | (412 | ) | | 2/7/2014 | | 1998 |
| Applebee's | | Newton | | KS | | — |
| | 504 |
| | 1,569 |
| | — |
| | 2,073 |
| | (408 | ) | | 6/27/2013 | | 1998 |
| Applebee's | | Fall River | | MA | | — |
| | 275 |
| | 1,558 |
| | — |
| | 1,833 |
| | (413 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Adrian | | MI | | — |
| | 407 |
| | 2,351 |
| | — |
| | 2,758 |
| | (558 | ) | | 2/7/2014 | | 1995 |
| Applebee's | | Kalamazoo | | MI | | — |
| | 575 |
| | 2,644 |
| | — |
| | 3,219 |
| | (549 | ) | | 2/7/2014 | | 1994 |
| Applebee's | | Farmington | | MO | | — |
| | 574 |
| | 2,242 |
| | — |
| | 2,816 |
| | (528 | ) | | 2/7/2014 | | 1999 |
| Applebee's | | Joplin | | MO | | — |
| | 754 |
| | 1,829 |
| | — |
| | 2,583 |
| | (467 | ) | | 2/7/2014 | | 1994 |
| Applebee's | | Rolla | | MO | | — |
| | 671 |
| | 2,272 |
| | — |
| | 2,943 |
| | (536 | ) | | 2/7/2014 | | 1997 |
| Applebee's | | St. Charles | | MO | | — |
| | 781 |
| | 1,075 |
| | — |
| | 1,856 |
| | (203 | ) | | 6/23/2014 | | 1990 |
| Applebee's | | Horn Lake | | MS | | — |
| | 584 |
| | 1,642 |
| | — |
| | 2,226 |
| | (376 | ) | | 2/7/2014 | | 2005 |
| Applebee's | | Ocean Springs | | MS | | — |
| | 673 |
| | 1,708 |
| | — |
| | 2,381 |
| | (445 | ) | | 6/27/2013 | | 2000 |
| Applebee's | | Alamogordo | | NM | | — |
| | 271 |
| | 2,438 |
| | — |
| | 2,709 |
| | (635 | ) | | 8/30/2013 | | 2000 |
| Applebee's | | Hobbs | | NM | | — |
| | 600 |
| | 3,401 |
| | — |
| | 4,001 |
| | (902 | ) | | 7/31/2013 | | 2002 |
| Applebee's | | Rio Rancho | | NM | | — |
| | 645 |
| | 3,654 |
| | — |
| | 4,299 |
| | (969 | ) | | 7/31/2013 | | 1995 |
| Applebee's | | Roswell | | NM | | — |
| | 405 |
| | 2,295 |
| | — |
| | 2,700 |
| | (609 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | North Canton | | OH | | — |
| | 152 |
| | 838 |
| | — |
| | 990 |
| | (218 | ) | | 6/27/2013 | | 1992 |
| Applebee's | | Clackamas | | OR | | — |
| | 901 |
| | 2,103 |
| | — |
| | 3,004 |
| | (558 | ) | | 7/31/2013 | | 1997 |
| Applebee's | | Gresham | | OR | | — |
| | 853 |
| | 2,560 |
| | — |
| | 3,413 |
| | (666 | ) | | 8/30/2013 | | 2004 |
| Applebee's | | Lake Oswego | | OR | | — |
| | 1,352 |
| | 1,652 |
| | — |
| | 3,004 |
| | (438 | ) | | 7/31/2013 | | 1993 |
| Applebee's | | Roseburg | | OR | | — |
| | 717 |
| | 1,673 |
| | — |
| | 2,390 |
| | (436 | ) | | 8/30/2013 | | 2000 |
| Applebee's | | Tualatin | | OR | | — |
| | 1,116 |
| | 2,072 |
| | — |
| | 3,188 |
| | (550 | ) | | 7/31/2013 | | 2002 |
| Applebee's | | Chambersburg | | PA | | — |
| | 591 |
| | 2,416 |
| | — |
| | 3,007 |
| | (499 | ) | | 2/7/2014 | | 1995 |
| Applebee's | | Greenville | | SC | | — |
| | 600 |
| | 2,166 |
| | (1,527 | ) | | 1,239 |
| | (15 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Bartlett | | TN | | — |
| | 315 |
| | 2,201 |
| | — |
| | 2,516 |
| | (489 | ) | | 2/7/2014 | | 2005 |
| Applebee's | | Corpus Christi | | TX | | — |
| | 563 |
| | 2,926 |
| | — |
| | 3,489 |
| | (762 | ) | | 6/27/2013 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| SunTrust Bank | | Ellicott City | | MD | | — |
| | 1,728 |
| | 931 |
| | — |
| | 2,659 |
| | (295 | ) | | 3/22/2013 | | 1975 |
| SunTrust Bank | | Waldorf | | MD | | — |
| | 523 |
| | 2,962 |
| | — |
| | 3,485 |
| | (940 | ) | | 3/22/2013 | | 1964 |
| SunTrust Bank | | Belmont | | NC | | — |
| | 616 |
| | 924 |
| | — |
| | 1,540 |
| | (293 | ) | | 3/22/2013 | | 1970 |
| SunTrust Bank | | Matthews | | NC | | — |
| | 382 |
| | 382 |
| | — |
| | 764 |
| | (121 | ) | | 3/22/2013 | | 1971 |
| SunTrust Bank | | Mocksville | | NC | | — |
| | 978 |
| | 2,933 |
| | — |
| | 3,911 |
| | (931 | ) | | 3/22/2013 | | 2000 |
| SunTrust Bank | | Raleigh | | NC | | — |
| | 658 |
| | 658 |
| | — |
| | 1,316 |
| | (209 | ) | | 3/22/2013 | | 1977 |
| SunTrust Bank | | Chattanooga | | TN | | — |
| | 223 |
| | 1,263 |
| | — |
| | 1,486 |
| | (401 | ) | | 3/22/2013 | | 1953 |
| SunTrust Bank | | Madison | | TN | | — |
| | 286 |
| | 1,143 |
| | — |
| | 1,429 |
| | (363 | ) | | 3/22/2013 | | 1953 |
| SunTrust Bank | | Cheriton | | VA | | — |
| | 90 |
| | 510 |
| | — |
| | 600 |
| | (162 | ) | | 3/22/2013 | | 1975 |
| SunTrust Bank | | Lynchburg | | VA | | — |
| | 251 |
| | 466 |
| | — |
| | 717 |
| | (148 | ) | | 3/22/2013 | | 1973 |
| SunTrust Bank | | Richmond | | VA | | — |
| | 277 |
| | 416 |
| | — |
| | 693 |
| | (132 | ) | | 3/22/2013 | | 1959 |
| Dollar General | | DeSoto | | IL | | — |
| | 138 |
| | 784 |
| | — |
| | 922 |
| | (260 | ) | | 3/26/2013 | | 2013 |
| Dollar General | | Mission | | TX | | — |
| | 158 |
| | 894 |
| | — |
| | 1,052 |
| | (296 | ) | | 3/27/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Lovelady | | TX | | — |
| | 82 |
| | 740 |
| | — |
| | 822 |
| | (245 | ) | | 3/27/2013 | | 2012 |
| DaVita Dialysis | | Osceola | | AR | | — |
| | 137 |
| | 1,232 |
| | — |
| | 1,369 |
| | (354 | ) | | 3/28/2013 | | 2009 |
| Kohl's | | Howell | | MI | | 7,705 |
| | 547 |
| | 10,399 |
| | — |
| | 10,946 |
| | (4,105 | ) | | 3/28/2013 | | 2003 |
| Kum & Go | | Waukee | | IA | | — |
| | 1,280 |
| | 1,280 |
| | — |
| | 2,560 |
| | (424 | ) | | 3/28/2013 | | 2012 |
| Dollar General | | Presidio | | TX | | — |
| | 72 |
| | 1,370 |
| | — |
| | 1,442 |
| | (454 | ) | | 3/28/2013 | | 2013 |
| DaVita Dialysis | | Cincinnati | | OH | | — |
| | 219 |
| | 878 |
| | 55 |
| | 1,152 |
| | (258 | ) | | 3/28/2013 | | 2008 |
| DaVita Dialysis | | Georgetown | | OH | | — |
| | 125 |
| | 706 |
| | (1 | ) | | 830 |
| | (202 | ) | | 3/28/2013 | | 2009 |
| Mattress Firm | | Spokane | | WA | | — |
| | 511 |
| | 1,582 |
| | — |
| | 2,093 |
| | (538 | ) | | 3/28/2013 | | 2013 |
| Qdoba Mexican Grill | | Flint | | MI | | — |
| | 110 |
| | 990 |
| | — |
| | 1,100 |
| | (403 | ) | | 3/29/2013 | | 2006 |
| Qdoba Mexican Grill | | Grand Blanc | | MI | | — |
| | 165 |
| | 935 |
| | — |
| | 1,100 |
| | (380 | ) | | 3/29/2013 | | 2006 |
| Vacant | | Wilmington | | NC | | — |
| | 412 |
| | 1,257 |
| | (831 | ) | | 838 |
| | — |
| | 3/29/2013 | | 2013 |
| Walgreens | | Las Piedras | | PR | | 5,293 |
| | 1,726 |
| | 5,179 |
| | — |
| | 6,905 |
| | (1,819 | ) | | 4/3/2013 | | 2012 |
| Mattress Firm | | Spokane | | WA | | — |
| | 409 |
| | 1,685 |
| | — |
| | 2,094 |
| | (567 | ) | | 4/4/2013 | | 2013 |
| Hy-Vee | | Vermillion | | SD | | 2,922 |
| | 409 |
| | 3,684 |
| | — |
| | 4,093 |
| | (1,447 | ) | | 4/8/2013 | | 1986 |
| Dollar Tree/Family Dollar | | Kimberly | | ID | | — |
| | 219 |
| | 657 |
| | — |
| | 876 |
| | (216 | ) | | 4/10/2013 | | 2013 |
| CVS | | St. Cloud | | FL | | 2,626 |
| | 1,534 |
| | 1,875 |
| | 79 |
| | 3,488 |
| | (662 | ) | | 4/12/2013 | | 2002 |
| SunTrust Bank | | Coral Springs | | FL | | — |
| | 654 |
| | 1,525 |
| | — |
| | 2,179 |
| | (481 | ) | | 4/12/2013 | | 1996 |
| SunTrust Bank | | Destin | | FL | | — |
| | 572 |
| | 1,717 |
| | — |
| | 2,289 |
| | (541 | ) | | 4/12/2013 | | 1998 |
| Osceola Regional Medical Ctr. | | Kissimmee | | FL | | — |
| | 1,167 |
| | 778 |
| | (1,084 | ) | | 861 |
| | (13 | ) | | 4/12/2013 | | 1981 |
| SunTrust Bank | | Lakeland | | FL | | — |
| | 598 |
| | 1,110 |
| | — |
| | 1,708 |
| | (350 | ) | | 4/12/2013 | | 1988 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Applebee's | | Edinburg | | TX | | — |
| | 898 |
| | 2,058 |
| | — |
| | 2,956 |
| | (536 | ) | | 6/27/2013 | | 2006 |
| Applebee's | | Mcallen | | TX | | — |
| | 1,114 |
| | 1,988 |
| | — |
| | 3,102 |
| | (518 | ) | | 6/27/2013 | | 1993 |
| Applebee's | | New Braunfels | | TX | | — |
| | 566 |
| | 1,486 |
| | — |
| | 2,052 |
| | (387 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | San Antonio | | TX | | — |
| | 732 |
| | 1,796 |
| | — |
| | 2,528 |
| | (468 | ) | | 6/27/2013 | | 2003 |
| Applebee's | | Tyler | | TX | | — |
| | 696 |
| | 2,904 |
| | — |
| | 3,600 |
| | (660 | ) | | 2/7/2014 | | 1990 |
| Applebee's | | Norton | | VA | | — |
| | 848 |
| | 433 |
| | — |
| | 1,281 |
| | (236 | ) | | 2/7/2014 | | 2006 |
| Applebee's | | Wytheville | | VA | | — |
| | 564 |
| | 923 |
| | — |
| | 1,487 |
| | (307 | ) | | 2/7/2014 | | 2000 |
| Applebee's | | Richland | | WA | | — |
| | 1,112 |
| | 2,064 |
| | — |
| | 3,176 |
| | (548 | ) | | 7/31/2013 | | 2003 |
| Applebee's | | Vancouver | | WA | | — |
| | 791 |
| | 1,846 |
| | — |
| | 2,637 |
| | (481 | ) | | 8/30/2013 | | 2001 |
| Applebee's | | Vancouver | | WA | | — |
| | 718 |
| | 1,675 |
| | — |
| | 2,393 |
| | (444 | ) | | 7/31/2013 | | 2001 |
| Apria Healthcare | | Indianapolis | | IN | | — |
| | 981 |
| | 3,922 |
| | 423 |
| | 5,326 |
| | (785 | ) | | 5/19/2014 | | 1993 |
| Arby's | | Alexander City | | AL | | — |
| | 527 |
| | 401 |
| | — |
| | 928 |
| | (101 | ) | | 6/27/2013 | | 1999 |
| Arby's | | Arab | | AL | | — |
| | 40 |
| | 887 |
| | — |
| | 927 |
| | (219 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Guntersville | | AL | | — |
| | 142 |
| | 503 |
| | — |
| | 645 |
| | (127 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Hampton Cove | | AL | | — |
| | 310 |
| | 986 |
| | — |
| | 1,296 |
| | (244 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Bullhead City | | AZ | | — |
| | 550 |
| | — |
| | — |
| | 550 |
| | — |
| | 6/27/2013 | | 1999 |
| Arby's | | Phoenix | | AZ | | — |
| | 559 |
| | 618 |
| | — |
| | 1,177 |
| | (155 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Arvada | | CO | | — |
| | 190 |
| | 1,465 |
| | — |
| | 1,655 |
| | (362 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Apopka | | FL | | — |
| | 464 |
| | 697 |
| | — |
| | 1,161 |
| | (164 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Merritt Island | | FL | | — |
| | 297 |
| | 552 |
| | — |
| | 849 |
| | (130 | ) | | 7/31/2013 | | 1984 |
| Arby's | | Orange Park | | FL | | — |
| | 420 |
| | 1,256 |
| | — |
| | 1,676 |
| | (310 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Orlando | | FL | | — |
| | 251 |
| | 585 |
| | — |
| | 836 |
| | (138 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Rockledge | | FL | | — |
| | 381 |
| | 571 |
| | — |
| | 952 |
| | (134 | ) | | 7/31/2013 | | 1984 |
| Arby's | | Atlanta | | GA | | — |
| | 1,207 |
| | 987 |
| | — |
| | 2,194 |
| | (232 | ) | | 7/31/2013 | | 1984 |
| Arby's | | Canton | | GA | | — |
| | 370 |
| | 1,200 |
| | — |
| | 1,570 |
| | (297 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Douglasville | | GA | | — |
| | 370 |
| | 1,692 |
| | — |
| | 2,062 |
| | (418 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Kennesaw | | GA | | — |
| | 583 |
| | 840 |
| | — |
| | 1,423 |
| | (211 | ) | | 6/27/2013 | | 1984 |
| Arby's | | Richmond Hill | | GA | | — |
| | 430 |
| | 755 |
| | — |
| | 1,185 |
| | (190 | ) | | 6/27/2013 | | 1984 |
| Arby's | | Savannah | | GA | | — |
| | 293 |
| | 293 |
| | — |
| | 586 |
| | (69 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Suwanee | | GA | | — |
| | 370 |
| | 1,561 |
| | — |
| | 1,931 |
| | (386 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Mount Vernon | | IL | | — |
| | 911 |
| | 764 |
| | — |
| | 1,675 |
| | (192 | ) | | 6/27/2013 | | 1999 |
| Arby's | | Avon | | IN | | — |
| | 500 |
| | 812 |
| | — |
| | 1,312 |
| | (201 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Vacant | | Melbourne | | FL | | — |
| | 464 |
| | 1,392 |
| | (1,131 | ) | | 725 |
| | (14 | ) | | 4/12/2013 | | 1987 |
| SunTrust Bank | | Palm Harbor | | FL | | — |
| | 535 |
| | 1,249 |
| | — |
| | 1,784 |
| | (393 | ) | | 4/12/2013 | | 1994 |
| SunTrust Bank | | S. Daytona Beach | | FL | | — |
| | 592 |
| | 1,099 |
| | — |
| | 1,691 |
| | (346 | ) | | 4/12/2013 | | 1985 |
| SunTrust Bank | | Atlanta | | GA | | — |
| | 1,018 |
| | 1,527 |
| | — |
| | 2,545 |
| | (481 | ) | | 4/12/2013 | | 1965 |
| SunTrust Bank | | Atlanta | | GA | | — |
| | 1,435 |
| | 478 |
| | — |
| | 1,913 |
| | (151 | ) | | 4/12/2013 | | 1970 |
| SunTrust Bank | | Carrboro | | NC | | — |
| | 512 |
| | 512 |
| | — |
| | 1,024 |
| | (161 | ) | | 4/12/2013 | | 1980 |
| SunTrust Bank | | Concord | | NC | | — |
| | 707 |
| | 707 |
| | — |
| | 1,414 |
| | (223 | ) | | 4/12/2013 | | 1988 |
| SunTrust Bank | | Durham | | NC | | — |
| | 747 |
| | 1,388 |
| | — |
| | 2,135 |
| | (437 | ) | | 4/12/2013 | | 1973 |
| SunTrust Bank | | Greensboro | | NC | | — |
| | 403 |
| | 748 |
| | — |
| | 1,151 |
| | (236 | ) | | 4/12/2013 | | 1962 |
| SunTrust Bank | | Lexington | | NC | | — |
| | 447 |
| | 831 |
| | — |
| | 1,278 |
| | (262 | ) | | 4/12/2013 | | 2001 |
| SunTrust Bank | | Nashville | | TN | | — |
| | 1,598 |
| | 1,308 |
| | — |
| | 2,906 |
| | (412 | ) | | 4/12/2013 | | 1992 |
| SunTrust Bank | | Nashville | | TN | | — |
| | 613 |
| | 613 |
| | — |
| | 1,226 |
| | (193 | ) | | 4/12/2013 | | 1970 |
| Vacant | | Norfolk | | VA | | — |
| | 656 |
| | 437 |
| | 3 |
| | 1,096 |
| | (138 | ) | | 4/12/2013 | | 1990 |
| SunTrust Bank | | Petersburg | | VA | | — |
| | 102 |
| | 306 |
| | — |
| | 408 |
| | (96 | ) | | 4/12/2013 | | 1975 |
| SunTrust Bank | | Richmond | | VA | | — |
| | 224 |
| | 2,012 |
| | — |
| | 2,236 |
| | (634 | ) | | 4/12/2013 | | 1909 |
| Advance Auto Parts | | Barbourville | | KY | | — |
| | 194 |
| | 1,098 |
| | — |
| | 1,292 |
| | (361 | ) | | 4/15/2013 | | 2006 |
| Advance Auto Parts | | West Liberty | | KY | | — |
| | 249 |
| | 996 |
| | — |
| | 1,245 |
| | (328 | ) | | 4/15/2013 | | 2006 |
| Advance Auto Parts | | Manistee | | MI | | — |
| | 348 |
| | 1,043 |
| | — |
| | 1,391 |
| | (343 | ) | | 4/15/2013 | | 2007 |
| Tractor Supply | | Oneonta | | AL | | — |
| | 359 |
| | 1,438 |
| | 57 |
| | 1,854 |
| | (427 | ) | | 4/18/2013 | | 1983 |
| FedEx | | Des Moines | | IA | | — |
| | 733 |
| | 1,361 |
| | 183 |
| | 2,277 |
| | (523 | ) | | 4/18/2013 | | 1986 |
| The Vitamin Shoppe | | Evergreen Park | | IL | | — |
| | 476 |
| | 1,427 |
| | — |
| | 1,903 |
| | (469 | ) | | 4/19/2013 | | 2012 |
| Krystal | | Huntsville | | AL | | — |
| | 348 |
| | 811 |
| | — |
| | 1,159 |
| | (328 | ) | | 4/23/2013 | | 1960 |
| Krystal | | Huntsville | | AL | | — |
| | 352 |
| | 654 |
| | 125 |
| | 1,131 |
| | (284 | ) | | 4/23/2013 | | 1971 |
| Krystal | | Montgomery | | AL | | — |
| | 303 |
| | 562 |
| | (570 | ) | | 295 |
| | — |
| | 4/23/2013 | | 1962 |
| Krystal | | Montgomery | | AL | | — |
| | 502 |
| | 613 |
| | — |
| | 1,115 |
| | (248 | ) | | 4/23/2013 | | 1962 |
| Krystal | | Valley | | AL | | — |
| | 297 |
| | 694 |
| | 125 |
| | 1,116 |
| | (298 | ) | | 4/23/2013 | | 1979 |
| Krystal | | Vestavia Hills | | AL | | — |
| | 342 |
| | 513 |
| | — |
| | 855 |
| | (207 | ) | | 4/23/2013 | | 1995 |
| Krystal | | Corinth | | MS | | — |
| | 279 |
| | 652 |
| | 125 |
| | 1,056 |
| | (282 | ) | | 4/23/2013 | | 2007 |
| Krystal | | Chattanooga | | TN | | — |
| | 440 |
| | 659 |
| | — |
| | 1,099 |
| | (266 | ) | | 4/23/2013 | | 1983 |
| Krystal | | Lawrenceburg | | TN | | — |
| | 304 |
| | 709 |
| | — |
| | 1,013 |
| | (286 | ) | | 4/23/2013 | | 1980 |
| Krystal | | Memphis | | TN | | — |
| | 257 |
| | 1,029 |
| | — |
| | 1,286 |
| | (416 | ) | | 4/23/2013 | | 1975 |
| Krystal | | Memphis | | TN | | — |
| | 181 |
| | 723 |
| | — |
| | 904 |
| | (292 | ) | | 4/23/2013 | | 1972 |
| Krystal | | Murfreesboro | | TN | | — |
| | 465 |
| | 698 |
| | — |
| | 1,163 |
| | (282 | ) | | 4/23/2013 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Arby's | | Fort Wayne | | IN | | — |
| | 529 |
| | 647 |
| | — |
| | 1,176 |
| | (152 | ) | | 7/31/2013 | | 1987 |
| Arby's | | Indianapolis | | IN | | — |
| | 530 |
| | 1,236 |
| | — |
| | 1,766 |
| | (305 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Indianapolis | | IN | | — |
| | 370 |
| | 1,130 |
| | — |
| | 1,500 |
| | (279 | ) | | 6/27/2013 | | 1995 |
| Arby's | | New Albany | | IN | | — |
| | 456 |
| | 470 |
| | — |
| | 926 |
| | (118 | ) | | 6/27/2013 | | 2005 |
| Arby's | | New Albany | | IN | | — |
| | 325 |
| | 465 |
| | — |
| | 790 |
| | (117 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Scottsburg | | IN | | — |
| | 526 |
| | 445 |
| | — |
| | 971 |
| | (112 | ) | | 6/27/2013 | | 1989 |
| Arby's | | Winchester | | IN | | — |
| | 341 |
| | 511 |
| | — |
| | 852 |
| | (120 | ) | | 7/31/2013 | | 1988 |
| Arby's | | Kansas City | | KS | | — |
| | 280 |
| | 364 |
| | — |
| | 644 |
| | (90 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Salina | | KS | | — |
| | 540 |
| | 300 |
| | — |
| | 840 |
| | (74 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Topeka | | KS | | — |
| | 270 |
| | 433 |
| | — |
| | 703 |
| | (107 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Hopkinsville | | KY | | — |
| | 432 |
| | 528 |
| | — |
| | 960 |
| | (124 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Louisville | | KY | | — |
| | 336 |
| | 625 |
| | — |
| | 961 |
| | (204 | ) | | 5/30/2013 | | 1979 |
| Arby's | | Alma | | MI | | — |
| | 380 |
| | 408 |
| | — |
| | 788 |
| | (101 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Chesterfield | | MI | | — |
| | 210 |
| | 841 |
| | — |
| | 1,051 |
| | (208 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Davison | | MI | | — |
| | 420 |
| | 631 |
| | — |
| | 1,051 |
| | (156 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Flint | | MI | | — |
| | 110 |
| | 1,422 |
| | — |
| | 1,532 |
| | (351 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Flint | | MI | | — |
| | 230 |
| | 1,428 |
| | — |
| | 1,658 |
| | (353 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Grandville | | MI | | — |
| | 1,133 |
| | 755 |
| | — |
| | 1,888 |
| | (178 | ) | | 7/31/2013 | | 1982 |
| Arby's | | Midland | | MI | | — |
| | 340 |
| | 753 |
| | — |
| | 1,093 |
| | (186 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Port Huron | | MI | | — |
| | 210 |
| | 868 |
| | — |
| | 1,078 |
| | (214 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Saginaw | | MI | | — |
| | 310 |
| | 1,110 |
| | — |
| | 1,420 |
| | (274 | ) | | 6/27/2013 | | 1995 |
| Arby's | | South Haven | | MI | | — |
| | 260 |
| | 573 |
| | — |
| | 833 |
| | (142 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Walker | | MI | | — |
| | 360 |
| | 1,002 |
| | — |
| | 1,362 |
| | (247 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Waterford | | MI | | — |
| | 180 |
| | 962 |
| | — |
| | 1,142 |
| | (238 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Wyoming | | MI | | — |
| | 1,513 |
| | 648 |
| | — |
| | 2,161 |
| | (152 | ) | | 7/31/2013 | | 1970 |
| Arby's | | Corinth | | MS | | — |
| | 753 |
| | 429 |
| | — |
| | 1,182 |
| | (108 | ) | | 6/27/2013 | | 1984 |
| Arby's | | Fayetteville | | NC | | — |
| | 420 |
| | 2,001 |
| | — |
| | 2,421 |
| | (494 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Jonesville | | NC | | — |
| | 350 |
| | 908 |
| | — |
| | 1,258 |
| | (224 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Kernersville | | NC | | — |
| | 280 |
| | 774 |
| | — |
| | 1,054 |
| | (191 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Rochester | | NY | | — |
| | 128 |
| | 384 |
| | (262 | ) | | 250 |
| | — |
| | 7/31/2013 | | 1985 |
| Arby's | | Columbus | | OH | | — |
| | 400 |
| | 1,155 |
| | — |
| | 1,555 |
| | (285 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Willard | | OH | | — |
| | 230 |
| | 599 |
| | — |
| | 829 |
| | (148 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| CVS | | Towanda | | PA | | — |
| | — |
| | 877 |
| | — |
| | 877 |
| | (308 | ) | | 4/24/2013 | | 2003 |
| Advance Auto Parts | | Opelika | | AL | | — |
| | 289 |
| | 1,156 |
| | — |
| | 1,445 |
| | (380 | ) | | 4/24/2013 | | 2013 |
| Bi-Lo, LLC | | Jacksonville | | FL | | 63,240 |
| | 4,360 |
| | 82,834 |
| | 1 |
| | 87,195 |
| | (23,740 | ) | | 4/24/2013 | | 2000 |
| Vacant | | Bowling Green | | KY | | — |
| | 648 |
| | 973 |
| | — |
| | 1,621 |
| | (320 | ) | | 4/25/2013 | | 2012 |
| Dollar General | | Lonedell | | MO | | — |
| | 208 |
| | 833 |
| | — |
| | 1,041 |
| | (274 | ) | | 4/26/2013 | | 2013 |
| SunTrust Bank | | Frederick | | MD | | — |
| | 991 |
| | 991 |
| | — |
| | 1,982 |
| | (312 | ) | | 4/26/2013 | | 1880 |
| Dollar Tree/Family Dollar | | Hoosick Falls | | NY | | — |
| | 181 |
| | 724 |
| | — |
| | 905 |
| | (238 | ) | | 4/26/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Rushville | | NE | | — |
| | 125 |
| | 499 |
| | — |
| | 624 |
| | (164 | ) | | 4/26/2013 | | 2007 |
| Dollar Tree/Family Dollar | | Houston | | TX | | — |
| | 174 |
| | 696 |
| | — |
| | 870 |
| | (229 | ) | | 4/26/2013 | | 1985 |
| Dollar General | | St. Louis | | MO | | — |
| | 215 |
| | 1,219 |
| | — |
| | 1,434 |
| | (401 | ) | | 4/30/2013 | | 1995 |
| Advance Auto Parts | | Salina | | KS | | — |
| | 195 |
| | 782 |
| | — |
| | 977 |
| | (257 | ) | | 4/30/2013 | | 2006 |
| Walgreens | | Las Vegas | | NV | | — |
| | 700 |
| | 2,801 |
| | — |
| | 3,501 |
| | (984 | ) | | 4/30/2013 | | 2001 |
| AutoZone | | Chicago | | IL | | — |
| | 698 |
| | 1,047 |
| | — |
| | 1,745 |
| | (344 | ) | | 4/30/2013 | | 2008 |
| Fresenius Medical Care | | Albemarle | | NC | | — |
| | 139 |
| | 1,253 |
| | — |
| | 1,392 |
| | (357 | ) | | 4/30/2013 | | 2008 |
| Fresenius Medical Care | | Angiers | | NC | | — |
| | 203 |
| | 1,152 |
| | — |
| | 1,355 |
| | (328 | ) | | 4/30/2013 | | 2012 |
| Fresenius Medical Care | | Asheboro | | NC | | 2,373 |
| | 323 |
| | 2,903 |
| | — |
| | 3,226 |
| | (826 | ) | | 4/30/2013 | | 2012 |
| Fresenius Medical Care | | Taylorsville | | NC | | — |
| | 275 |
| | 1,099 |
| | — |
| | 1,374 |
| | (313 | ) | | 4/30/2013 | | 2011 |
| Dollar Tree/Family Dollar | | Detroit | | MI | | — |
| | 106 |
| | 956 |
| | 123 |
| | 1,185 |
| | (314 | ) | | 5/2/2013 | | 1964 |
| Mattress Firm | | Lafayette | | LA | | 1,194 |
| | — |
| | 1,251 |
| | — |
| | 1,251 |
| | (409 | ) | | 5/2/2013 | | 1995 |
| Dollar Tree/Family Dollar | | Torrington | | WY | | — |
| | 72 |
| | 645 |
| | — |
| | 717 |
| | (211 | ) | | 5/9/2013 | | 2007 |
| Omnipoint Communications | | Indianapolis | | IN | | 49,838 |
| | 5,770 |
| | 64,073 |
| | 4,614 |
| | 74,457 |
| | (20,195 | ) | | 5/9/2013 | | 2000 |
| Monro Muffler | | Lewiston | | ME | | — |
| | 279 |
| | 1,115 |
| | — |
| | 1,394 |
| | (389 | ) | | 5/10/2013 | | 1976 |
| Mattress Firm | | Tallahassee | | FL | | — |
| | 924 |
| | 1,386 |
| | 56 |
| | 2,366 |
| | (454 | ) | | 5/14/2013 | | 2013 |
| Mattress Firm | | Dothan | | AL | | — |
| | 406 |
| | 1,217 |
| | — |
| | 1,623 |
| | (398 | ) | | 5/14/2013 | | 2013 |
| Dollar General | | Lubbock | | TX | | — |
| | 148 |
| | 841 |
| | — |
| | 989 |
| | (275 | ) | | 5/16/2013 | | 2013 |
| CVS | | Hardy | | VA | | — |
| | 686 |
| | 2,059 |
| | — |
| | 2,745 |
| | (718 | ) | | 5/16/2013 | | 2005 |
| Talbots | | Lakeville | | MA | | 22,509 |
| | 6,302 |
| | 25,209 |
| | — |
| | 31,511 |
| | (9,204 | ) | | 5/17/2013 | | 1987 |
| Advance Auto Parts | | Rayne | | LA | | — |
| | 122 |
| | 490 |
| | 84 |
| | 696 |
| | (166 | ) | | 5/21/2013 | | 2000 |
| Citizens Bank | | Glenside | | PA | | 1,257 |
| | 343 |
| | 1,370 |
| | — |
| | 1,713 |
| | (429 | ) | | 5/22/2013 | | 1958 |
| Dollar General | | Shelbina | | MO | | — |
| | 101 |
| | 911 |
| | — |
| | 1,012 |
| | (298 | ) | | 5/22/2013 | | 2013 |
| SunTrust Bank | | Rocky Mount | | VA | | — |
| | 265 |
| | 1,504 |
| | — |
| | 1,769 |
| | (470 | ) | | 5/22/2013 | | 1961 |
| Dollar General | | Henry | | IL | | — |
| | 104 |
| | 934 |
| | — |
| | 1,038 |
| | (305 | ) | | 5/23/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 271 |
| | 812 |
| | — |
| | 1,083 |
| | (265 | ) | | 5/23/2013 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Arby's | | Allentown | | PA | | — |
| | 600 |
| | 1,652 |
| | — |
| | 2,252 |
| | (408 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Carlisle | | PA | | — |
| | 200 |
| | 472 |
| | — |
| | 672 |
| | (117 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Erie | | PA | | — |
| | 188 |
| | 552 |
| | (470 | ) | | 270 |
| | — |
| | 6/27/2013 | | 1966 |
| Arby's | | Hanover | | PA | | — |
| | 400 |
| | 921 |
| | — |
| | 1,321 |
| | (228 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Chattanooga | | TN | | — |
| | 201 |
| | 469 |
| | — |
| | 670 |
| | (110 | ) | | 7/31/2013 | | 1998 |
| Arby's | | Memphis | | TN | | — |
| | 449 |
| | 835 |
| | — |
| | 1,284 |
| | (196 | ) | | 7/31/2013 | | 1998 |
| Arby's | | Amarillo | | TX | | — |
| | 260 |
| | 627 |
| | — |
| | 887 |
| | (155 | ) | | 6/27/2013 | | 1995 |
| Art Van Furniture | | Avon | | OH | | — |
| | 925 |
| | 10,031 |
| | — |
| | 10,956 |
| | (37 | ) | | 11/22/2017 | | 2016 |
| Art Van Furniture | | Mentor | | OH | | — |
| | 1,090 |
| | 9,582 |
| | — |
| | 10,672 |
| | (35 | ) | | 11/22/2017 | | 2009 |
| Art Van Furniture | | Middleburg Heights | | OH | | — |
| | 1,440 |
| | 5,529 |
| | — |
| | 6,969 |
| | (20 | ) | | 11/22/2017 | | 1973 |
| Art Van Furniture | | North Canton | | OH | | — |
| | 545 |
| | 8,636 |
| | — |
| | 9,181 |
| | (32 | ) | | 11/22/2017 | | 2007 |
| Art Van Furniture | | Hanover | | PA | | — |
| | 703 |
| | 4,108 |
| | — |
| | 4,811 |
| | (15 | ) | | 11/22/2017 | | 1996 |
| Art Van Furniture | | Johnstown | | PA | | — |
| | 386 |
| | 2,582 |
| | — |
| | 2,968 |
| | (10 | ) | | 11/22/2017 | | 1969 |
| Art Van Furniture | | Lancaster | | PA | | — |
| | 2,156 |
| | 6,030 |
| | — |
| | 8,186 |
| | (7 | ) | | 11/22/2017 | | 1978 |
| Ashley Furniture | | Jeffersontown | | KY | | — |
| | 1,966 |
| | 2,368 |
| | — |
| | 4,334 |
| | (450 | ) | | 9/26/2014 | | 1970 |
| At Home | | Stockbridge | | GA | | — |
| | 2,057 |
| | 8,967 |
| | — |
| | 11,024 |
| | (1,900 | ) | | 2/7/2014 | | 1998 |
| At Home & Gabes | | Florence | | KY | | — |
| | 6,794 |
| | 5,968 |
| | — |
| | 12,762 |
| | (372 | ) | | 12/14/2016 | | 1992 |
| AT&T | | Schaumburg | | IL | | — |
| | 2,364 |
| | 9,305 |
| | 548 |
| | 12,217 |
| | (1,813 | ) | | 9/24/2014 | | 1989 |
| AT&T | | Richardson | | TX | | 11,123 |
| | 1,891 |
| | 31,118 |
| | 714 |
| | 33,723 |
| | (6,484 | ) | | 11/5/2013 | | 1986 |
| Auto Pawn | | Columbus | | GA | | — |
| | 170 |
| | — |
| | — |
| | 170 |
| | — |
| | 6/27/2013 | | 1987 |
| AutoZone | | Chicago | | IL | | — |
| | 698 |
| | 1,047 |
| | — |
| | 1,745 |
| | (277 | ) | | 4/30/2013 | | 1995 |
| AutoZone | | Yorkville | | IL | | — |
| | 383 |
| | 1,534 |
| | — |
| | 1,917 |
| | (321 | ) | | 5/19/2014 | | 2006 |
| AutoZone | | Pearl River | | LA | | 719 |
| | 239 |
| | 1,193 |
| | — |
| | 1,432 |
| | (248 | ) | | 2/7/2014 | | 2007 |
| AutoZone | | Hernando | | MS | | — |
| | 141 |
| | 833 |
| | — |
| | 974 |
| | (154 | ) | | 2/7/2014 | | 2003 |
| AutoZone | | Blanchester | | OH | | 535 |
| | 341 |
| | 838 |
| | — |
| | 1,179 |
| | (172 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Hamilton | | OH | | 814 |
| | 507 |
| | 1,283 |
| | — |
| | 1,790 |
| | (259 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Hartville | | OH | | 614 |
| | 197 |
| | 1,156 |
| | — |
| | 1,353 |
| | (236 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Mt. Orab | | OH | | 679 |
| | 258 |
| | 1,219 |
| | — |
| | 1,477 |
| | (244 | ) | | 2/7/2014 | | 2009 |
| AutoZone | | Trenton | | OH | | 504 |
| | 306 |
| | 812 |
| | — |
| | 1,118 |
| | (165 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Rapid City | | SD | | 571 |
| | 375 |
| | 969 |
| | — |
| | 1,344 |
| | (191 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Nashville | | TN | | 861 |
| | 555 |
| | 1,270 |
| | — |
| | 1,825 |
| | (256 | ) | | 2/7/2014 | | 2009 |
| Bahama Breeze | | Pittsburgh | | PA | | — |
| | 1,590 |
| | 1,753 |
| | — |
| | 3,343 |
| | (218 | ) | | 7/28/2014 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Talbots | | Hingham | | MA | | 23,362 |
| | 3,009 |
| | 27,080 |
| | — |
| | 30,089 |
| | (7,864 | ) | | 5/24/2013 | | 1980 |
| DaVita Dialysis | | Hiawatha | | KS | | — |
| | 69 |
| | 1,302 |
| | — |
| | 1,371 |
| | (367 | ) | | 5/30/2013 | | 2012 |
| DaVita Dialysis | | Hartsville | | SC | | — |
| | 126 |
| | 1,136 |
| | — |
| | 1,262 |
| | (321 | ) | | 5/30/2013 | | 2013 |
| Arby's | | Louisville | | KY | | — |
| | 336 |
| | 625 |
| | — |
| | 961 |
| | (251 | ) | | 5/30/2013 | | 1979 |
| Dollar General | | Berea | | KY | | — |
| | 138 |
| | 781 |
| | — |
| | 919 |
| | (255 | ) | | 5/30/2013 | | 2012 |
| Dollar General | | Coldiron | | KY | | — |
| | 187 |
| | 747 |
| | — |
| | 934 |
| | (244 | ) | | 5/30/2013 | | 2013 |
| Dollar General | | East Bernstadt | | KY | | — |
| | 141 |
| | 799 |
| | — |
| | 940 |
| | (261 | ) | | 5/30/2013 | | 2012 |
| Dollar General | | Eubank | | KY | | — |
| | 137 |
| | 775 |
| | — |
| | 912 |
| | (253 | ) | | 5/30/2013 | | 2013 |
| Dollar General | | Whitesburg | | KY | | — |
| | 211 |
| | 845 |
| | — |
| | 1,056 |
| | (276 | ) | | 5/30/2013 | | 2012 |
| Walgreens | | Akron | | OH | | — |
| | 664 |
| | 1,548 |
| | 72 |
| | 2,284 |
| | (544 | ) | | 5/31/2013 | | 1994 |
| FedEx | | Port Huron | | MI | | — |
| | 125 |
| | 1,121 |
| | — |
| | 1,246 |
| | (409 | ) | | 5/31/2013 | | 2003 |
| CVS | | Hoover | | AL | | — |
| | 1,239 |
| | 2,890 |
| | 84 |
| | 4,213 |
| | (1,011 | ) | | 5/31/2013 | | 2003 |
| Bridgestone Tire | | Kansas CIty | | MO | | — |
| | 651 |
| | 1,954 |
| | — |
| | 2,605 |
| | (681 | ) | | 5/31/2013 | | 2008 |
| Advance Auto Parts | | Selinsgrove | | PA | | — |
| | 99 |
| | 891 |
| | 67 |
| | 1,057 |
| | (290 | ) | | 6/3/2013 | | 2003 |
| Lowe's | | Windham | | ME | | 7,930 |
| | 12,640 |
| | — |
| | — |
| | 12,640 |
| | — |
| | 6/3/2013 | | 2006 |
| Dollar General | | Guyton | | GA | | — |
| | 213 |
| | 852 |
| | — |
| | 1,065 |
| | (276 | ) | | 6/3/2013 | | 2011 |
| Dollar Tree/Family Dollar | | Middleburg | | FL | | — |
| | 274 |
| | 822 |
| | — |
| | 1,096 |
| | (266 | ) | | 6/4/2013 | | 2008 |
| DNU | | Ormond Beach | | FL | | — |
| | 573 |
| | 860 |
| | — |
| | 1,433 |
| | (279 | ) | | 6/4/2013 | | 2008 |
| Advance Auto Parts | | Clinton | | IN | | — |
| | 182 |
| | 729 |
| | — |
| | 911 |
| | (236 | ) | | 6/5/2013 | | 2004 |
| Key Bank | | Spencerport | | NY | | — |
| | 59 |
| | 1,112 |
| | — |
| | 1,171 |
| | (345 | ) | | 6/5/2013 | | 1960 |
| DaVita Dialysis | | Palatka | | FL | | — |
| | 207 |
| | 1,173 |
| | — |
| | 1,380 |
| | (328 | ) | | 6/5/2013 | | 2013 |
| Mattress Firm | | Destin | | FL | | — |
| | 693 |
| | 1,287 |
| | — |
| | 1,980 |
| | (417 | ) | | 6/5/2013 | | 2013 |
| Dollar General | | Fairbury | | IL | | — |
| | 96 |
| | 867 |
| | — |
| | 963 |
| | (281 | ) | | 6/7/2013 | | 2013 |
| Krystal | | Huntsville | | AL | | — |
| | 305 |
| | 712 |
| | 125 |
| | 1,142 |
| | (303 | ) | | 6/10/2013 | | 1985 |
| Dollar General | | Moody | | TX | | — |
| | 41 |
| | 781 |
| | — |
| | 822 |
| | (253 | ) | | 6/11/2013 | | 2013 |
| Advance Auto Parts | | Eaton | | OH | | — |
| | 157 |
| | 471 |
| | — |
| | 628 |
| | (153 | ) | | 6/13/2013 | | 1987 |
| Advance Auto Parts | | Van Wert | | OH | | — |
| | 33 |
| | 630 |
| | — |
| | 663 |
| | (204 | ) | | 6/13/2013 | | 1995 |
| Dollar Tree/Family Dollar | | Custer | | SD | | — |
| | 32 |
| | 617 |
| | — |
| | 649 |
| | (200 | ) | | 6/14/2013 | | 2006 |
| Applebee's | | Rockford | | IL | | — |
| | — |
| | — |
| | 2,110 |
| | 2,110 |
| | (52 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Arab | | AL | | — |
| | 40 |
| | 887 |
| | — |
| | 927 |
| | (292 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Orange Park | | FL | | — |
| | 420 |
| | 1,256 |
| | — |
| | 1,676 |
| | (413 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Arby's | | Canton | | GA | | — |
| | 370 |
| | 1,200 |
| | — |
| | 1,570 |
| | (395 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Suwanee | | GA | | — |
| | 370 |
| | 1,561 |
| | — |
| | 1,931 |
| | (513 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Avon | | IN | | — |
| | 500 |
| | 812 |
| | — |
| | 1,312 |
| | (267 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Jonesville | | NC | | — |
| | 350 |
| | 908 |
| | — |
| | 1,258 |
| | (299 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Kernersville | | NC | | — |
| | 280 |
| | 774 |
| | — |
| | 1,054 |
| | (255 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Columbus | | OH | | — |
| | 400 |
| | 1,155 |
| | — |
| | 1,555 |
| | (380 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Chattanooga | | TN | | — |
| | 740 |
| | 1,591 |
| | — |
| | 2,331 |
| | (523 | ) | | 6/27/2013 | | 1995 |
| Chevy's | | Greenbelt | | MD | | — |
| | 530 |
| | 2,399 |
| | — |
| | 2,929 |
| | (797 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Lake Oswego | | OR | | — |
| | 590 |
| | 1,693 |
| | — |
| | 2,283 |
| | (563 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Topeka | | KS | | — |
| | 630 |
| | 446 |
| | — |
| | 1,076 |
| | (148 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Mooresville | | NC | | — |
| | 250 |
| | 841 |
| | — |
| | 1,091 |
| | (279 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Greenville | | SC | | — |
| | 570 |
| | 554 |
| | — |
| | 1,124 |
| | (184 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Homewood | | AL | | — |
| | 610 |
| | 1,762 |
| | — |
| | 2,372 |
| | (585 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Greeley | | CO | | — |
| | 120 |
| | 1,538 |
| | — |
| | 1,658 |
| | (511 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Loveland | | CO | | — |
| | 181 |
| | 1,534 |
| | — |
| | 1,715 |
| | (173 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Pueblo | | CO | | — |
| | 330 |
| | 1,589 |
| | — |
| | 1,919 |
| | (528 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Roseville | | MI | | — |
| | 340 |
| | 1,071 |
| | 125 |
| | 1,536 |
| | (370 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Kansas CIty | | MO | | — |
| | 630 |
| | 1,002 |
| | — |
| | 1,632 |
| | (333 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Anderson | | SC | | — |
| | — |
| | — |
| | 1 |
| | 1 |
| | — |
| | 6/27/2013 | | 1995 |
| IHOP | | Greenville | | SC | | — |
| | 610 |
| | 1,551 |
| | — |
| | 2,161 |
| | (516 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Clarksville | | TN | | — |
| | 530 |
| | 1,346 |
| | — |
| | 1,876 |
| | (447 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Murfreesboro | | TN | | — |
| | 600 |
| | 1,687 |
| | — |
| | 2,287 |
| | (561 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Houston | | TX | | — |
| | 760 |
| | 2,462 |
| | — |
| | 3,222 |
| | (818 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Killeen | | TX | | — |
| | 380 |
| | 1,028 |
| | — |
| | 1,408 |
| | (342 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Lake Jackson | | TX | | — |
| | 370 |
| | 2,018 |
| | — |
| | 2,388 |
| | (671 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Avondale | | AZ | | — |
| | 110 |
| | 2,237 |
| | — |
| | 2,347 |
| | (735 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Chandler | | AZ | | — |
| | 450 |
| | 1,447 |
| | — |
| | 1,897 |
| | (476 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Folsom | | CA | | — |
| | 280 |
| | 2,423 |
| | — |
| | 2,703 |
| | (797 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | West Sacramento | | CA | | — |
| | 590 |
| | 1,710 |
| | — |
| | 2,300 |
| | (562 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Florissant | | MO | | — |
| | 502 |
| | 1,515 |
| | — |
| | 2,017 |
| | (498 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | St. Louis | | MO | | — |
| | 420 |
| | 1,494 |
| | — |
| | 1,914 |
| | (491 | ) | | 6/27/2013 | | 1995 |
| Starbucks | | Las Vegas | | NV | | — |
| | 680 |
| | 1,533 |
| | 150 |
| | 2,363 |
| | (525 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Salem | | OR | | — |
| | 580 |
| | 1,301 |
| | — |
| | 1,881 |
| | (428 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Bahama Breeze | | Memphis | | TN | | — |
| | 2,370 |
| | 1,313 |
| | — |
| | 3,683 |
| | (140 | ) | | 7/28/2014 | | 1998 |
| Bandana's Bar-B-Q Restaurant | | Collinsville | | IL | | — |
| | 340 |
| | 627 |
| | — |
| | 967 |
| | (160 | ) | | 6/27/2013 | | 1995 |
| Bandana's Bar-B-Q Restaurant | | Arnold | | MO | | — |
| | 460 |
| | 433 |
| | — |
| | 893 |
| | (111 | ) | | 6/27/2013 | | 1995 |
| Bandana's Bar-B-Q Restaurant | | Fenton | | MO | | — |
| | 470 |
| | 314 |
| | — |
| | 784 |
| | (82 | ) | | 8/30/2013 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Jack in the Box | | Tigard | | OR | | — |
| | 620 |
| | 1,361 |
| | — |
| | 1,981 |
| | (447 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Georgetown | | TX | | — |
| | 600 |
| | 1,508 |
| | — |
| | 2,108 |
| | (496 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Granbury | | TX | | — |
| | 380 |
| | 1,449 |
| | — |
| | 1,829 |
| | (476 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Gun Barrel City | | TX | | — |
| | 300 |
| | 961 |
| | (866 | ) | | 395 |
| | (39 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Hutchins | | TX | | — |
| | 330 |
| | 1,363 |
| | — |
| | 1,693 |
| | (448 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Lufkin | | TX | | — |
| | 440 |
| | 1,544 |
| | — |
| | 1,984 |
| | (507 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Lufkin | | TX | | — |
| | 450 |
| | 1,563 |
| | — |
| | 2,013 |
| | (514 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Orange | | TX | | — |
| | 270 |
| | 1,661 |
| | — |
| | 1,931 |
| | (546 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | San Antonio | | TX | | — |
| | 400 |
| | 1,244 |
| | — |
| | 1,644 |
| | (409 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | San Antonio | | TX | | — |
| | 470 |
| | 1,256 |
| | — |
| | 1,726 |
| | (413 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Tyler | | TX | | — |
| | 450 |
| | 1,025 |
| | — |
| | 1,475 |
| | (337 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Weatherford | | TX | | — |
| | 480 |
| | 1,329 |
| | — |
| | 1,809 |
| | (437 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Enumclaw | | WA | | — |
| | 380 |
| | 1,238 |
| | — |
| | 1,618 |
| | (407 | ) | | 6/27/2013 | | 1995 |
| Ker's WingHouse Bar and Grill | | Brandon | | FL | | — |
| | 340 |
| | 654 |
| | — |
| | 994 |
| | (217 | ) | | 6/27/2013 | | 1995 |
| Ker's WingHouse Bar and Grill | | Clearwater | | FL | | — |
| | 550 |
| | 627 |
| | — |
| | 1,177 |
| | (208 | ) | | 6/27/2013 | | 1995 |
| Leeann Chin | | Chanhassen | | MN | | — |
| | 450 |
| | 763 |
| | — |
| | 1,213 |
| | (251 | ) | | 6/27/2013 | | 1995 |
| Leeann Chin | | Golden Valley | | MN | | — |
| | 270 |
| | 776 |
| | — |
| | 1,046 |
| | (255 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Starke | | FL | | — |
| | 380 |
| | — |
| | 614 |
| | 994 |
| | (72 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Thomasville | | GA | | — |
| | 110 |
| | 705 |
| | — |
| | 815 |
| | (232 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Valdosta | | GA | | — |
| | 240 |
| | 599 |
| | — |
| | 839 |
| | (197 | ) | | 6/27/2013 | | 1995 |
| Black Bear DIner | | Colorado Springs | | CO | | — |
| | 480 |
| | 809 |
| | — |
| | 1,289 |
| | (269 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Dillon | | CO | | — |
| | 400 |
| | 1,628 |
| | — |
| | 2,028 |
| | (541 | ) | | 6/27/2013 | | 1995 |
| Ruby Tuesday | | Bartow | | FL | | — |
| | 270 |
| | 1,916 |
| | — |
| | 2,186 |
| | (637 | ) | | 6/27/2013 | | 1995 |
| Ruby Tuesday | | Somerset | | KY | | — |
| | 480 |
| | 1,120 |
| | — |
| | 1,600 |
| | (372 | ) | | 6/27/2013 | | 1995 |
| Smokey Bones | | Morrow | | GA | | — |
| | 390 |
| | 2,184 |
| | — |
| | 2,574 |
| | (726 | ) | | 6/27/2013 | | 1995 |
| Sonny's Real Pit BBQ | | Athens | | GA | | — |
| | 460 |
| | 1,280 |
| | — |
| | 1,740 |
| | (425 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Livingston | | TN | | — |
| | 300 |
| | 775 |
| | 63 |
| | 1,138 |
| | (57 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Dallas | | TX | | — |
| | 400 |
| | 1,225 |
| | — |
| | 1,625 |
| | (403 | ) | | 6/27/2013 | | 1995 |
| TCF Bank | | Crystal | | MN | | — |
| | 640 |
| | 642 |
| | — |
| | 1,282 |
| | (198 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Ammon | | ID | | — |
| | 490 |
| | 1,206 |
| | — |
| | 1,696 |
| | (401 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Gastonia | | NC | | — |
| | 570 |
| | 1,544 |
| | — |
| | 2,114 |
| | (513 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Hickory | | NC | | — |
| | 580 |
| | 1,831 |
| | — |
| | 2,411 |
| | (609 | ) | | 6/27/2013 | | 1995 |
| Tilted Kilt | | Hendersonville | | TN | | — |
| | 310 |
| | 763 |
| | — |
| | 1,073 |
| | (253 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Bank of America | | Merced | | CA | | — |
| | 512 |
| | 2,195 |
| | 212 |
| | 2,919 |
| | (514 | ) | | 1/8/2014 | | 1980 |
| Bank of America | | Asheville | | NC | | — |
| | 383 |
| | 195 |
| | — |
| | 578 |
| | (45 | ) | | 1/8/2014 | | 1993 |
| Bank of America | | Charlotte | | NC | | — |
| | 62 |
| | 642 |
| | — |
| | 704 |
| | (145 | ) | | 1/8/2014 | | 1983 |
| Banner Life Insurance | | Urbana | | MD | | 19,600 |
| | 2,733 |
| | 31,483 |
| | — |
| | 34,216 |
| | (5,661 | ) | | 2/7/2014 | | 2011 |
| Beall's | | Lakeland | | FL | | — |
| | 2,033 |
| | 4,809 |
| | 18 |
| | 6,860 |
| | (878 | ) | | 7/16/2014 | | 2006 |
| Becton, Dickinson and Company | | San Antonio | | TX | | 9,313 |
| | 1,666 |
| | 19,092 |
| | 71 |
| | 20,829 |
| | (3,845 | ) | | 11/5/2013 | | 2008 |
| Bed Bath & Beyond | | Stockton | | CA | | 40,278 |
| | 2,761 |
| | 52,454 |
| | — |
| | 55,215 |
| | (16,726 | ) | | 8/17/2012 | | 2003 |
| Bed Bath & Beyond | | Windsor | | VA | | — |
| | 3,032 |
| | 59,649 |
| | — |
| | 62,681 |
| | (63 | ) | | 12/20/2017 | | 2001 |
| Benihana | | Anchorage | | AK | | — |
| | 1,391 |
| | 1,877 |
| | — |
| | 3,268 |
| | (460 | ) | | 2/7/2014 | | 1998 |
| Benihana | | Miami Beach | | FL | | — |
| | 3,775 |
| | 433 |
| | — |
| | 4,208 |
| | (158 | ) | | 2/7/2014 | | 1972 |
| Benihana | | Stuart | | FL | | — |
| | 1,661 |
| | 1,917 |
| | — |
| | 3,578 |
| | (489 | ) | | 2/7/2014 | | 1976 |
| Benihana | | Alpharetta | | GA | | — |
| | 1,151 |
| | 1,485 |
| | — |
| | 2,636 |
| | (180 | ) | | 2/7/2014 | | 2003 |
| Benihana | | Schaumburg | | IL | | — |
| | 2,319 |
| | 1,396 |
| | — |
| | 3,715 |
| | (357 | ) | | 2/7/2014 | | 1992 |
| Benihana | | Wheeling | | IL | | — |
| | 1,896 |
| | 1,273 |
| | — |
| | 3,169 |
| | (205 | ) | | 2/7/2014 | | 2001 |
| Benihana | | Farmington Hills | | MI | | — |
| | 2,025 |
| | 2,049 |
| | — |
| | 4,074 |
| | (575 | ) | | 2/7/2014 | | 2012 |
| Benihana | | Maple Grove | | MN | | — |
| | 1,319 |
| | 2,604 |
| | — |
| | 3,923 |
| | (631 | ) | | 2/7/2014 | | 2006 |
| Benihana | | Dallas | | TX | | — |
| | 2,988 |
| | 1,275 |
| | — |
| | 4,263 |
| | (368 | ) | | 2/7/2014 | | 1975 |
| Best Buy | | Montgomery | | AL | | 3,148 |
| | 1,370 |
| | 5,749 |
| | — |
| | 7,119 |
| | (1,258 | ) | | 2/7/2014 | | 2003 |
| Best Buy | | Coral Springs | | FL | | — |
| | 2,715 |
| | 4,843 |
| | — |
| | 7,558 |
| | (1,166 | ) | | 2/7/2014 | | 1993 |
| Best Buy | | Bourbonnais | | IL | | — |
| | 1,724 |
| | 5,156 |
| | — |
| | 6,880 |
| | (1,245 | ) | | 2/7/2014 | | 1991 |
| Best Buy | | Indianapolis | | IN | | — |
| | 665 |
| | 4,775 |
| | — |
| | 5,440 |
| | (1,009 | ) | | 2/7/2014 | | 2009 |
| Best Buy | | Richmond | | IN | | — |
| | 549 |
| | 4,429 |
| | — |
| | 4,978 |
| | (958 | ) | | 2/7/2014 | | 2011 |
| Best Buy | | Marquette | | MI | | — |
| | 836 |
| | 4,207 |
| | 593 |
| | 5,636 |
| | (1,067 | ) | | 2/7/2014 | | 2010 |
| Best Buy | | Norton Shores | | MI | | — |
| | 1,568 |
| | 4,099 |
| | — |
| | 5,667 |
| | (865 | ) | | 2/7/2014 | | 2001 |
| Best Buy | | Southaven | | MS | | — |
| | 2,045 |
| | 4,318 |
| | — |
| | 6,363 |
| | (983 | ) | | 2/7/2014 | | 2007 |
| Best Buy | | Tupelo | | MS | | — |
| | 484 |
| | 1,934 |
| | — |
| | 2,418 |
| | (393 | ) | | 5/19/2014 | | 2005 |
| Best Buy | | Pineville | | NC | | — |
| | 1,818 |
| | 7,970 |
| | — |
| | 9,788 |
| | (1,687 | ) | | 2/7/2014 | | 1994 |
| Best Buy | | Findlay | | OH | | — |
| | 3,313 |
| | 37,568 |
| | 2,346 |
| | 43,227 |
| | (903 | ) | | 2/15/2017 | | 1996 |
| Best Buy | | Kenosha | | WI | | — |
| | 1,925 |
| | 5,503 |
| | — |
| | 7,428 |
| | (1,162 | ) | | 2/7/2014 | | 2008 |
| BHC Marketing | | The Woodlands | | TX | | — |
| | 4,724 |
| | 40,332 |
| | — |
| | 45,056 |
| | (7,944 | ) | | 11/5/2013 | | 2009 |
| Big Lots | | Chester | | VA | | — |
| | 335 |
| | 3,373 |
| | 169 |
| | 3,877 |
| | (805 | ) | | 2/24/2014 | | 2013 |
| Big O Tires | | Phoenix | | AZ | | 782 |
| | 206 |
| | 1,367 |
| | — |
| | 1,573 |
| | (265 | ) | | 2/7/2014 | | 2010 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | �� | | | Date Acquired | | Date of Construction |
| Wendy's | | Camarillo | | CA | | — |
| | 320 |
| | 2,253 |
| | — |
| | 2,573 |
| | (741 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Knoxville | | TN | | — |
| | 330 |
| | 1,161 |
| | — |
| | 1,491 |
| | (382 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Knoxville | | TN | | — |
| | 330 |
| | 1,132 |
| | — |
| | 1,462 |
| | (372 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Douglasville | | GA | | — |
| | 370 |
| | 1,692 |
| | — |
| | 2,062 |
| | (556 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Indianapolis | | IN | | — |
| | 530 |
| | 1,236 |
| | — |
| | 1,766 |
| | (406 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Grand Rapids | | MI | | — |
| | 230 |
| | 1,289 |
| | — |
| | 1,519 |
| | (94 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Walker | | MI | | — |
| | 360 |
| | 1,002 |
| | — |
| | 1,362 |
| | (329 | ) | | 6/27/2013 | | 1995 |
| Bandana's Bar-B-Q Restaurant | | Collinsville | | IL | | — |
| | 340 |
| | 627 |
| | — |
| | 967 |
| | (209 | ) | | 6/27/2013 | | 1995 |
| Bandana's Bar-B-Q Restaurant | | Arnold | | MO | | — |
| | 460 |
| | 433 |
| | — |
| | 893 |
| | (144 | ) | | 6/27/2013 | | 1995 |
| Black Angus | | Dublin | | CA | | — |
| | 620 |
| | 2,467 |
| | — |
| | 3,087 |
| | (820 | ) | | 6/27/2013 | | 1995 |
| Boston Market | | Indianapolis | | IN | | — |
| | 410 |
| | 1,070 |
| | — |
| | 1,480 |
| | (352 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Henderson | | KY | | — |
| | 600 |
| | 1,586 |
| | — |
| | 2,186 |
| | (527 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Flowood | | MS | | — |
| | 680 |
| | 2,730 |
| | — |
| | 3,410 |
| | (907 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Bellevue | | NE | | — |
| | 520 |
| | 1,433 |
| | — |
| | 1,953 |
| | (476 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Tulsa | | OK | | — |
| | 280 |
| | 3,890 |
| | — |
| | 4,170 |
| | (1,293 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Rock Hill | | SC | | — |
| | 320 |
| | 2,130 |
| | — |
| | 2,450 |
| | (708 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Castle Rock | | CO | | — |
| | 320 |
| | 2,334 |
| | — |
| | 2,654 |
| | (776 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Southaven | | MS | | — |
| | 350 |
| | 2,108 |
| | — |
| | 2,458 |
| | (701 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Leon Valley | | TX | | — |
| | 650 |
| | 2,055 |
| | — |
| | 2,705 |
| | (885 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Auburn | | WA | | — |
| | 780 |
| | 1,878 |
| | — |
| | 2,658 |
| | (624 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Corinth | | TX | | — |
| | 400 |
| | 1,416 |
| | — |
| | 1,816 |
| | (465 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Nacogdoches | | TX | | — |
| | 340 |
| | 1,320 |
| | — |
| | 1,660 |
| | (434 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Spring | | TX | | — |
| | 570 |
| | 1,340 |
| | — |
| | 1,910 |
| | (441 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Greenville | | AL | | — |
| | 195 |
| | 1,147 |
| | 181 |
| | 1,523 |
| | (452 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Montgomery | | AL | | — |
| | 560 |
| | 829 |
| | 175 |
| | 1,564 |
| | (344 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Scottsboro | | AL | | — |
| | 20 |
| | 1,157 |
| | (798 | ) | | 379 |
| | (154 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Chattanooga | | TN | | — |
| | 186 |
| | 328 |
| | — |
| | 514 |
| | (88 | ) | | 6/27/2013 | | 1995 |
| Longhorn Steakhouse | | Tampa | | FL | | — |
| | 370 |
| | 1,852 |
| | — |
| | 2,222 |
| | (616 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Cooper City | | FL | | — |
| | 320 |
| | 466 |
| | — |
| | 786 |
| | (155 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Marathon | | FL | | — |
| | 530 |
| | 187 |
| | — |
| | 717 |
| | (62 | ) | | 6/27/2013 | | 1995 |
| Pollo Tropical | | Davie | | FL | | — |
| | 280 |
| | 1,490 |
| | — |
| | 1,770 |
| | (490 | ) | | 6/27/2013 | | 1995 |
| Pollo Tropical | | Fort Lauderdale | | FL | | — |
| | 190 |
| | 1,242 |
| | — |
| | 1,432 |
| | (408 | ) | | 6/27/2013 | | 1995 |
| Pollo Tropical | | Lake Worth | | FL | | — |
| | 280 |
| | 1,182 |
| | — |
| | 1,462 |
| | (389 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Big O Tires | | Los Lunas | | NM | | — |
| | 316 |
| | 1,265 |
| | — |
| | 1,581 |
| | (392 | ) | | 6/1/2012 | | 2006 |
| Bi-Lo's Grocery | | Greenwood | | SC | | — |
| | 533 |
| | 4,212 |
| | — |
| | 4,745 |
| | (898 | ) | | 2/7/2014 | | 1999 |
| Bi-Lo's Grocery | | Mt Pleasant | | SC | | — |
| | 4,093 |
| | 8,594 |
| | — |
| | 12,687 |
| | (1,845 | ) | | 2/7/2014 | | 2003 |
| BJ's Wholesale Club | | Boynton Beach | | FL | | — |
| | 5,569 |
| | 10,931 |
| | (15 | ) | | 16,485 |
| | (2,220 | ) | | 2/7/2014 | | 2001 |
| BJ's Wholesale Club | | Jacksonville | | FL | | — |
| | 5,929 |
| | 16,348 |
| | — |
| | 22,277 |
| | (2,903 | ) | | 2/7/2014 | | 2003 |
| BJ's Wholesale Club | | Pembroke Pines | | FL | | 8,446 |
| | 5,104 |
| | 7,661 |
| | — |
| | 12,765 |
| | (1,614 | ) | | 2/7/2014 | | 1997 |
| BJ's Wholesale Club | | Greenfield | | MA | | 8,416 |
| | 2,168 |
| | 14,002 |
| | — |
| | 16,170 |
| | (2,383 | ) | | 2/7/2014 | | 1997 |
| BJ's Wholesale Club | | Leominster | | MA | | — |
| | 3,585 |
| | 21,344 |
| | — |
| | 24,929 |
| | (3,609 | ) | | 2/7/2014 | | 1993 |
| BJ's Wholesale Club | | Uxbridge | | MA | | 12,645 |
| | 5,538 |
| | 36,445 |
| | — |
| | 41,983 |
| | (5,686 | ) | | 2/7/2014 | | 2006 |
| BJ's Wholesale Club | | California | | MD | | — |
| | 6,882 |
| | 10,196 |
| | — |
| | 17,078 |
| | (2,027 | ) | | 2/7/2014 | | 2003 |
| BJ's Wholesale Club | | Westminster | | MD | | 13,978 |
| | 6,516 |
| | 13,860 |
| | — |
| | 20,376 |
| | (2,724 | ) | | 2/7/2014 | | 2001 |
| BJ's Wholesale Club | | Auburn | | ME | | — |
| | 2,674 |
| | 16,510 |
| | — |
| | 19,184 |
| | (2,707 | ) | | 2/7/2014 | | 1995 |
| BJ's Wholesale Club | | Portsmouth | | NH | | — |
| | 4,216 |
| | 25,454 |
| | — |
| | 29,670 |
| | (4,163 | ) | | 2/7/2014 | | 1993 |
| BJ's Wholesale Club | | Deptford | | NJ | | 11,004 |
| | 6,558 |
| | 12,490 |
| | — |
| | 19,048 |
| | (2,202 | ) | | 2/7/2014 | | 1995 |
| BJ's Wholesale Club | | North Canton | | OH | | 6,787 |
| | 456 |
| | 8,668 |
| | 422 |
| | 9,546 |
| | (2,989 | ) | | 2/20/2013 | | 1998 |
| BJ's Wholesale Club | | Lancaster | | PA | | 13,621 |
| | 3,400 |
| | 16,782 |
| | — |
| | 20,182 |
| | (3,182 | ) | | 2/7/2014 | | 1996 |
| Black Angus | | Dublin | | CA | | — |
| | 620 |
| | 2,467 |
| | — |
| | 3,087 |
| | (631 | ) | | 6/27/2013 | | 1995 |
| Black Bear Diner | | Colorado Springs | | CO | | — |
| | 480 |
| | 809 |
| | — |
| | 1,289 |
| | (207 | ) | | 6/27/2013 | | 1995 |
| Black Meg 43 | | Copperas Cove | | TX | | — |
| | 151 |
| | 151 |
| | (106 | ) | | 196 |
| | — |
| | 6/27/2013 | | 1979 |
| Blue Goose Cantina Mexican | | Grapevine | | TX | | — |
| | 572 |
| | 868 |
| | — |
| | 1,440 |
| | (226 | ) | | 6/27/2013 | | 1999 |
| Bob Evans | | Newark | | DE | | — |
| | 869 |
| | 810 |
| | — |
| | 1,679 |
| | (13 | ) | | 6/26/2017 | | 1996 |
| Bob Evans | | East Peoria | | IL | | — |
| | 717 |
| | 1,142 |
| | — |
| | 1,859 |
| | (21 | ) | | 6/26/2017 | | 1993 |
| Bob Evans | | Indianapolis | | IN | | — |
| | 430 |
| | 708 |
| | — |
| | 1,138 |
| | (13 | ) | | 6/26/2017 | | 2002 |
| Bob Evans | | Jackson | | MI | | — |
| | 980 |
| | 1,305 |
| | — |
| | 2,285 |
| | (22 | ) | | 6/26/2017 | | 2005 |
| Bob Evans | | Muskegon | | MI | | — |
| | 550 |
| | 860 |
| | — |
| | 1,410 |
| | (15 | ) | | 6/26/2017 | | 2001 |
| Bob Evans | | Amherst | | OH | | — |
| | 163 |
| | 1,557 |
| | — |
| | 1,720 |
| | (27 | ) | | 6/26/2017 | | 1987 |
| Bob Evans | | Brunswick | | OH | | — |
| | 1,147 |
| | 1,088 |
| | — |
| | 2,235 |
| | (20 | ) | | 6/26/2017 | | 1992 |
| Bob Evans | | Cincinnati | | OH | | — |
| | 563 |
| | 1,706 |
| | — |
| | 2,269 |
| | (32 | ) | | 6/26/2017 | | 2003 |
| Bob Evans | | Cincinnati | | OH | | — |
| | 601 |
| | 1,529 |
| | — |
| | 2,130 |
| | (29 | ) | | 6/26/2017 | | 2002 |
| Bob Evans | | Lancaster | | OH | | — |
| | 626 |
| | 1,546 |
| | — |
| | 2,172 |
| | (28 | ) | | 6/26/2017 | | 1998 |
| Bob Evans | | Lima | | OH | | — |
| | 366 |
| | 1,631 |
| | — |
| | 1,997 |
| | (30 | ) | | 6/26/2017 | | 2000 |
| Bob Evans | | Marion | | OH | | — |
| | 469 |
| | 1,657 |
| | — |
| | 2,126 |
| | (30 | ) | | 6/26/2017 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Sonny's Real Pit BBQ | | Marietta | | GA | | — |
| | 290 |
| | 1,772 |
| | 400 |
| | 2,462 |
| | (629 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | St. Louis | | MO | | — |
| | 190 |
| | 1,951 |
| | — |
| | 2,141 |
| | (589 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Wentzville | | MO | | — |
| | 410 |
| | 1,168 |
| | — |
| | 1,578 |
| | (384 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Shively | | KY | | — |
| | 540 |
| | 2,055 |
| | — |
| | 2,595 |
| | (683 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Concord | | NC | | — |
| | 650 |
| | 2,130 |
| | — |
| | 2,780 |
| | (708 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | College Station | | TX | | — |
| | 670 |
| | 2,299 |
| | — |
| | 2,969 |
| | (764 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Hampton Cove | | AL | | — |
| | 310 |
| | 986 |
| | — |
| | 1,296 |
| | (324 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Fayetteville | | NC | | — |
| | 420 |
| | 2,001 |
| | — |
| | 2,421 |
| | (658 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Willard | | OH | | — |
| | 230 |
| | 599 |
| | — |
| | 829 |
| | (197 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Grand Rapids | | MI | | — |
| | 490 |
| | 545 |
| | — |
| | 1,035 |
| | (179 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Grand Rapids | | MI | | — |
| | 260 |
| | 780 |
| | — |
| | 1,040 |
| | (256 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Sparta | | MI | | — |
| | 640 |
| | 570 |
| | — |
| | 1,210 |
| | (187 | ) | | 6/27/2013 | | 1995 |
| Captain D's | | Southaven | | MS | | — |
| | 270 |
| | 564 |
| | — |
| | 834 |
| | (185 | ) | | 6/27/2013 | | 1995 |
| Captain D's | | Memphis | | TN | | — |
| | 230 |
| | 338 |
| | — |
| | 568 |
| | (111 | ) | | 6/27/2013 | | 1995 |
| Checkers | | Hollywood | | FL | | — |
| | 160 |
| | 2,220 |
| | — |
| | 2,380 |
| | (738 | ) | | 6/27/2013 | | 1995 |
| Checkers | | Lauderhill | | FL | | — |
| | 280 |
| | 1,951 |
| | — |
| | 2,231 |
| | (648 | ) | | 6/27/2013 | | 1995 |
| Checkers | | Plantation | | FL | | — |
| | 220 |
| | 1,461 |
| | — |
| | 1,681 |
| | (485 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Watertown | | NY | | — |
| | 330 |
| | 1,107 |
| | — |
| | 1,437 |
| | (368 | ) | | 6/27/2013 | | 1995 |
| Kentucky Fried Chicken | | Appleton | | WI | | — |
| | 350 |
| | 874 |
| | — |
| | 1,224 |
| | (287 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Huntsville | | AL | | — |
| | 520 |
| | 4,797 |
| | (1,363 | ) | | 3,954 |
| | (875 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Fayetteville | | AR | | — |
| | 1,570 |
| | 2,182 |
| | (953 | ) | | 2,799 |
| | (384 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Hattiesburg | | MS | | — |
| | 890 |
| | 4,012 |
| | (804 | ) | | 4,098 |
| | (814 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Clarksville | | TN | | — |
| | 1,010 |
| | 4,424 |
| | (1,264 | ) | | 4,170 |
| | (823 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Cleveland | | TN | | — |
| | 890 |
| | 3,902 |
| | (1,225 | ) | | 3,567 |
| | (704 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | El Paso | | TX | | — |
| | 320 |
| | 4,731 |
| | (1,558 | ) | | 3,493 |
| | (806 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Indianapolis | | IN | | — |
| | 210 |
| | 1,514 |
| | — |
| | 1,724 |
| | (498 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Kokomo | | IN | | — |
| | 290 |
| | 548 |
| | — |
| | 838 |
| | (180 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Muncie | | IN | | — |
| | 310 |
| | 1,196 |
| | — |
| | 1,506 |
| | (393 | ) | | 6/27/2013 | | 1995 |
| Rally's | | New Orleans | | LA | | — |
| | 450 |
| | 1,691 |
| | — |
| | 2,141 |
| | (556 | ) | | 6/27/2013 | | 1995 |
| Rally's | | New Orleans | | LA | | — |
| | 220 |
| | 1,018 |
| | — |
| | 1,238 |
| | (335 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Hamtramck | | MI | | — |
| | 230 |
| | 1,020 |
| | — |
| | 1,250 |
| | (335 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Daphne | | AL | | — |
| | 180 |
| | 1,278 |
| | (1,038 | ) | | 420 |
| | — |
| | 6/27/2013 | | 1995 |
| Taco Bell | | Foley | | AL | | — |
| | 360 |
| | 1,460 |
| | — |
| | 1,820 |
| | (480 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Bob Evans | | Medina | | OH | | — |
| | 496 |
| | 1,050 |
| | — |
| | 1,546 |
| | (20 | ) | | 6/26/2017 | | 2000 |
| Bob Evans | | Mentor | | OH | | — |
| | 626 |
| | 929 |
| | — |
| | 1,555 |
| | (17 | ) | | 6/26/2017 | | 1999 |
| Bob Evans | | Mount Vernon | | OH | | — |
| | 343 |
| | 1,338 |
| | — |
| | 1,681 |
| | (25 | ) | | 6/26/2017 | | 2011 |
| Bob Evans | | Stow | | OH | | — |
| | 418 |
| | 1,416 |
| | — |
| | 1,834 |
| | (27 | ) | | 6/26/2017 | | 2002 |
| Bob Evans | | Troy | | OH | | — |
| | 512 |
| | 1,255 |
| | — |
| | 1,767 |
| | (23 | ) | | 6/26/2017 | | 1992 |
| Bob Evans | | Wapakoneta | | OH | | — |
| | 253 |
| | 1,479 |
| | — |
| | 1,732 |
| | (28 | ) | | 6/26/2017 | | 2001 |
| Bob Evans | | Willoughby | | OH | | — |
| | 675 |
| | 1,262 |
| | — |
| | 1,937 |
| | (23 | ) | | 6/26/2017 | | 2005 |
| Bob Evans | | Xenia | | OH | | — |
| | 337 |
| | 1,433 |
| | — |
| | 1,770 |
| | (27 | ) | | 6/26/2017 | | 1988 |
| Bob Evans | | Phoenixville | | PA | | — |
| | 495 |
| | 438 |
| | — |
| | 933 |
| | (7 | ) | | 6/26/2017 | | 1999 |
| Bob Evans | | Wilkes-Barre | | PA | | — |
| | 373 |
| | 714 |
| | — |
| | 1,087 |
| | (12 | ) | | 6/26/2017 | | 2003 |
| Bob's Stores | | Randolph | | MA | | — |
| | 2,840 |
| | 6,826 |
| | — |
| | 9,666 |
| | (1,689 | ) | | 11/5/2013 | | 1965 |
| Bojangles | | Winder | | GA | | — |
| | 645 |
| | 1,198 |
| | — |
| | 1,843 |
| | (439 | ) | | 7/30/2012 | | 2011 |
| Bojangles | | Biscoe | | NC | | — |
| | 247 |
| | 986 |
| | — |
| | 1,233 |
| | (351 | ) | | 11/29/2012 | | 2010 |
| Bojangles | | Boone | | NC | | — |
| | 278 |
| | 833 |
| | — |
| | 1,111 |
| | (305 | ) | | 7/27/2012 | | 1980 |
| Bojangles | | Denver | | NC | | — |
| | 1,013 |
| | 1,881 |
| | — |
| | 2,894 |
| | (442 | ) | | 7/31/2013 | | 1997 |
| Bojangles | | Dobson | | NC | | — |
| | 251 |
| | 1,004 |
| | — |
| | 1,255 |
| | (368 | ) | | 7/30/2012 | | 2010 |
| Bojangles | | Hickory | | NC | | — |
| | 749 |
| | 1,789 |
| | — |
| | 2,538 |
| | (450 | ) | | 6/27/2013 | | 1973 |
| Bojangles | | Indian Trail | | NC | | — |
| | 655 |
| | 1,217 |
| | — |
| | 1,872 |
| | (445 | ) | | 7/27/2012 | | 2011 |
| Bojangles | | Morganton | | NC | | — |
| | 566 |
| | 1,321 |
| | — |
| | 1,887 |
| | (484 | ) | | 7/27/2012 | | 2010 |
| Bojangles | | Roanoke Rapids | | NC | | — |
| | 442 |
| | 1,032 |
| | — |
| | 1,474 |
| | (378 | ) | | 7/27/2012 | | 2011 |
| Bojangles | | Southport | | NC | | — |
| | 505 |
| | 1,179 |
| | — |
| | 1,684 |
| | (431 | ) | | 7/30/2012 | | 2011 |
| Bojangles | | Statesville | | NC | | — |
| | 646 |
| | 1,937 |
| | — |
| | 2,583 |
| | (456 | ) | | 7/31/2013 | | 1988 |
| Bojangles | | Taylorsville | | NC | | — |
| | 436 |
| | 1,108 |
| | — |
| | 1,544 |
| | (279 | ) | | 6/27/2013 | | 1987 |
| Bojangles | | Troutman | | NC | | — |
| | 718 |
| | 1,077 |
| | — |
| | 1,795 |
| | (319 | ) | | 10/10/2013 | | 2012 |
| Bojangles | | Chapin | | SC | | — |
| | 577 |
| | 1,071 |
| | — |
| | 1,648 |
| | (389 | ) | | 8/9/2012 | | 2009 |
| Bojangles | | Clinton | | SC | | — |
| | 397 |
| | 926 |
| | — |
| | 1,323 |
| | (339 | ) | | 7/27/2012 | | 2009 |
| Bojangles | | Fountain Inn | | SC | | — |
| | 287 |
| | 1,150 |
| | — |
| | 1,437 |
| | (341 | ) | | 10/10/2013 | | 2012 |
| Bojangles | | Greenwood | | SC | | — |
| | 440 |
| | 1,320 |
| | — |
| | 1,760 |
| | (453 | ) | | 2/28/2013 | | 1995 |
| Bojangles | | Moncks Corner | | SC | | — |
| | 505 |
| | 1,179 |
| | — |
| | 1,684 |
| | (420 | ) | | 11/29/2012 | | 2010 |
| Bojangles | | Walterboro | | SC | | — |
| | 454 |
| | 1,363 |
| | — |
| | 1,817 |
| | (485 | ) | | 11/29/2012 | | 2010 |
| Bonefish Grill | | Lakeland | | FL | | — |
| | 750 |
| | 1,897 |
| | — |
| | 2,647 |
| | (446 | ) | | 2/7/2014 | | 2003 |
| Bonefish Grill | | Independence | | OH | | — |
| | 895 |
| | 2,252 |
| | — |
| | 3,147 |
| | (549 | ) | | 2/7/2014 | | 2006 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Taco Bell | | Mobile | | AL | | — |
| | 160 |
| | 1,973 |
| | — |
| | 2,133 |
| | (648 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | SaraLand | | AL | | — |
| | 150 |
| | 1,063 |
| | — |
| | 1,213 |
| | (350 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Jacksonville | | FL | | — |
| | 440 |
| | 1,167 |
| | (1,020 | ) | | 587 |
| | — |
| | 6/27/2013 | | 1995 |
| Taco Bell | | Jacksonville | | FL | | — |
| | 340 |
| | 1,383 |
| | — |
| | 1,723 |
| | (455 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Pensacola | | FL | | — |
| | 140 |
| | 1,897 |
| | (1,424 | ) | | 613 |
| | — |
| | 6/27/2013 | | 1995 |
| Taco Bell | | Augusta | | GA | | — |
| | 220 |
| | 1,292 |
| | — |
| | 1,512 |
| | (425 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Hephzibah | | GA | | — |
| | 330 |
| | 930 |
| | (977 | ) | | 283 |
| | — |
| | 6/27/2013 | | 1995 |
| Taco Bell | | Jesup | | GA | | — |
| | 230 |
| | 715 |
| | — |
| | 945 |
| | (235 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Waycross | | GA | | — |
| | 170 |
| | 1,115 |
| | — |
| | 1,285 |
| | (366 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Brunswick | | OH | | — |
| | 400 |
| | 1,267 |
| | — |
| | 1,667 |
| | (416 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | North Olmstead | | OH | | — |
| | 390 |
| | 904 |
| | — |
| | 1,294 |
| | (297 | ) | | 6/27/2013 | | 1995 |
| Long John Silver's / Taco Bell | | Ashtabula | | OH | | — |
| | 440 |
| | 1,640 |
| | — |
| | 2,080 |
| | (539 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Swanton | | OH | | — |
| | 430 |
| | 1,233 |
| | — |
| | 1,663 |
| | (405 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Sylvania | | OH | | — |
| | 300 |
| | 799 |
| | — |
| | 1,099 |
| | (263 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Millington | | TN | | — |
| | 380 |
| | 1,208 |
| | — |
| | 1,588 |
| | (397 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Bluefield | | VA | | — |
| | 450 |
| | 1,927 |
| | — |
| | 2,377 |
| | (633 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Beaver | | WV | | — |
| | 290 |
| | 1,156 |
| | — |
| | 1,446 |
| | (380 | ) | | 6/27/2013 | | 1995 |
| Ale House | | Orlando | | FL | | — |
| | 290 |
| | 3,647 |
| | (1,300 | ) | | 2,637 |
| | (468 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Greenville | | SC | | — |
| | 600 |
| | 2,166 |
| | (1,528 | ) | | 1,238 |
| | (108 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Arvada | | CO | | — |
| | 190 |
| | 1,465 |
| | — |
| | 1,655 |
| | (482 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Indianapolis | | IN | | — |
| | 370 |
| | 1,130 |
| | — |
| | 1,500 |
| | (371 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Flint | | MI | | — |
| | 110 |
| | 1,422 |
| | — |
| | 1,532 |
| | (467 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Saginaw | | MI | | — |
| | 310 |
| | 1,110 |
| | — |
| | 1,420 |
| | (365 | ) | | 6/27/2013 | | 1995 |
| Arby's | | South Haven | | MI | | — |
| | 260 |
| | 573 |
| | — |
| | 833 |
| | (188 | ) | | 6/27/2013 | | 1995 |
| Boston Market | | Indianapolis | | IN | | — |
| | 930 |
| | — |
| | (373 | ) | | 557 |
| | (4 | ) | | 6/27/2013 | | 1995 |
| Boston Market | | Fayetteville | | NC | | — |
| | 460 |
| | 1,520 |
| | — |
| | 1,980 |
| | (500 | ) | | 6/27/2013 | | 1995 |
| Boston Market | | Raleigh | | NC | | — |
| | 280 |
| | 1,015 |
| | — |
| | 1,295 |
| | (334 | ) | | 6/27/2013 | | 1995 |
| Salty's | | Jasper | | AL | | — |
| | 140 |
| | 219 |
| | — |
| | 359 |
| | (73 | ) | | 6/27/2013 | | 1995 |
| Bruegger's Bagels | | Iowa City | | IA | | — |
| | 40 |
| | 379 |
| | (8 | ) | | 411 |
| | (124 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Atlanta | | GA | | — |
| | 380 |
| | 499 |
| | — |
| | 879 |
| | (164 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Durham | | NC | | — |
| | 170 |
| | 352 |
| | — |
| | 522 |
| | (116 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Edison | | NJ | | — |
| | 480 |
| | 1,075 |
| | — |
| | 1,555 |
| | (353 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Albany | | NY | | — |
| | 330 |
| | 850 |
| | — |
| | 1,180 |
| | (280 | ) | | 6/27/2013 | | 1995 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Bonefish Grill | | Gainesville | | VA | | — |
| | 751 |
| | 1,325 |
| | — |
| | 2,076 |
| | (465 | ) | | 2/7/2014 | | 2004 | |
| Boston Market | | Indianapolis | | IN | | — |
| | 930 |
| | — |
| | 350 |
| | 1,280 |
| | (46 | ) | | 6/27/2013 | | 1995 | |
| Boston Market | | Indianapolis | | IN | | — |
| | 410 |
| | 1,070 |
| | — |
| | 1,480 |
| | (264 | ) | | 6/27/2013 | | 1995 | |
| Boston Market | | Fayetteville | | NC | | — |
| | 460 |
| | 1,520 |
| | — |
| | 1,980 |
| | (376 | ) | | 6/27/2013 | | 1995 | |
| Boston Market | | Raleigh | | NC | | — |
| | 280 |
| | 1,015 |
| | — |
| | 1,295 |
| | (251 | ) | | 6/27/2013 | | 1995 | |
| Brick House Tavern & Tap | | W. Windsor | | NJ | | 1,043 |
| | 1,307 |
| | 1,498 |
| | — |
| | 2,805 |
| | (283 | ) | | 2/7/2014 | | 1998 | |
| Bridgestone Tire | | Kansas City | | MO | | — |
| | 651 |
| | 1,954 |
| | — |
| | 2,605 |
| | (524 | ) | | 5/31/2013 | | 2008 | |
| Bruegger's Bagels | | Iowa City | | IA | | — |
| | 40 |
| | 379 |
| | (8 | ) | | 411 |
| | (94 | ) | | 6/27/2013 | | 1995 | |
| Bruegger's Bagels | | Durham | | NC | | — |
| | 312 |
| | 728 |
| | — |
| | 1,040 |
| | (171 | ) | | 7/31/2013 | | 1926 | |
| Bruegger's Bagels | | Raleigh | | NC | | — |
| | 230 |
| | 654 |
| | — |
| | 884 |
| | (162 | ) | | 6/27/2013 | | 1995 | |
| Buca di Beppo Italian | | Wheeling | | IL | | — |
| | 450 |
| | 1,272 |
| | — |
| | 1,722 |
| | (325 | ) | | 6/27/2013 | | 1995 | |
| Buca di Beppo Italian | | Westlake | | OH | | — |
| | 370 |
| | 887 |
| | — |
| | 1,257 |
| | (227 | ) | | 6/27/2013 | | 1995 | |
| Buffalo Wild Wings | | Langhorne | | PA | | — |
| | 815 |
| | 815 |
| | — |
| | 1,630 |
| | (216 | ) | | 7/31/2013 | | 1999 | |
| Bunge North America | | Fort Worth | | TX | | — |
| | 1,100 |
| | 8,433 |
| | — |
| | 9,533 |
| | (1,878 | ) | | 11/5/2013 | | 2005 | |
| Burger King | | Anchorage | | AK | | — |
| | 427 |
| | 489 |
| | — |
| | 916 |
| | (123 | ) | | 6/27/2013 | | 1982 | | Central Square | | NY | | — |
| | 500 |
| | 1,189 |
| | — |
| | 1,689 |
| | (391 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Andalusia | | AL | | — |
| | 181 |
| | 1,025 |
| | — |
| | 1,206 |
| | (241 | ) | | 7/31/2013 | | 2000 | | Old Forge | | PA | | — |
| | 390 |
| | 905 |
| | 126 |
| | 1,421 |
| | (138 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Atmore | | AL | | — |
| | 181 |
| | 723 |
| | — |
| | 904 |
| | (170 | ) | | 7/31/2013 | | 2000 | |
| Burger King | | Brewton | | AL | | — |
| | 307 |
| | 920 |
| | — |
| | 1,227 |
| | (216 | ) | | 7/31/2013 | | 1993 | |
| Burger King | | Dothan | | AL | | — |
| | 628 |
| | 1,167 |
| | — |
| | 1,795 |
| | (274 | ) | | 7/31/2013 | | 1983 | |
| Burger King | | Dothan | | AL | | — |
| | 594 |
| | 1,104 |
| | — |
| | 1,698 |
| | (260 | ) | | 7/31/2013 | | 1999 | |
| Burger King | | Enterprise | | AL | | — |
| | 437 |
| | 655 |
| | — |
| | 1,092 |
| | (154 | ) | | 7/31/2013 | | 1985 | |
| Burger King | | Evergreen | | AL | | — |
| | 172 |
| | 689 |
| | — |
| | 861 |
| | (162 | ) | | 7/31/2013 | | 1997 | |
| Burger King | | Monroeville | | AL | | — |
| | 325 |
| | 604 |
| | — |
| | 929 |
| | (142 | ) | | 7/31/2013 | | 1997 | |
| Burger King | | Opp | | AL | | — |
| | 214 |
| | 857 |
| | — |
| | 1,071 |
| | (202 | ) | | 7/31/2013 | | 1994 | |
| Burger King | | Troy | | AL | | — |
| | 461 |
| | 1,383 |
| | — |
| | 1,844 |
| | (325 | ) | | 7/31/2013 | | 1984 | |
| Burger King | | Sierra Vista | | AZ | | — |
| | 260 |
| | 1,041 |
| | — |
| | 1,301 |
| | (245 | ) | | 7/31/2013 | | 1994 | |
| Burger King | | Tucson | | AZ | | — |
| | 300 |
| | 1,307 |
| | — |
| | 1,607 |
| | (323 | ) | | 6/27/2013 | | 1995 | |
| Burger King | | Denver | | CO | | — |
| | 872 |
| | 1,242 |
| | — |
| | 2,114 |
| | (313 | ) | | 6/27/2013 | | 1994 | |
| Burger King | | Clearwater | | FL | | — |
| | 981 |
| | 591 |
| | — |
| | 1,572 |
| | (149 | ) | | 6/27/2013 | | 1980 | |
| Burger King | | Defuniak Springs | | FL | | — |
| | 362 |
| | 1,087 |
| | — |
| | 1,449 |
| | (256 | ) | | 7/31/2013 | | 1989 | |
| Burger King | | Largo | | FL | | — |
| | 683 |
| | 412 |
| | — |
| | 1,095 |
| | (104 | ) | | 6/27/2013 | | 1984 | |
| Burger King | | Niceville | | FL | | — |
| | 598 |
| | 399 |
| | — |
| | 997 |
| | (94 | ) | | 7/31/2013 | | 1994 | |
| Captain D's | | | Statesboro | | GA | | — |
| | 350 |
| | 401 |
| | — |
| | 751 |
| | (132 | ) | | 6/27/2013 | | 1995 |
| Checkers | | | Huntsville | | AL | | — |
| | 689 |
| | — |
| | — |
| | 689 |
| | — |
| | 6/27/2013 | | 1995 |
| Checkers | | | Fayetteville | | GA | | — |
| | 681 |
| | — |
| | — |
| | 681 |
| | — |
| | 6/27/2013 | | 1995 |
| Chipper's Grill | | | Streator | | IL | | — |
| | 190 |
| | 255 |
| | — |
| | 445 |
| | (85 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | Merriam | | KS | | — |
| | 390 |
| | 1,150 |
| | — |
| | 1,540 |
| | (382 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | Branson | | MO | | — |
| | 620 |
| | 2,209 |
| | — |
| | 2,829 |
| | (734 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | N. Kansas City | | MO | | — |
| | 630 |
| | 937 |
| | — |
| | 1,567 |
| | (311 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | Sedalia | | MO | | — |
| | 500 |
| | 783 |
| | — |
| | 1,283 |
| | (260 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | Black Mountain | | NC | | — |
| | 210 |
| | 505 |
| | — |
| | 715 |
| | (168 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | Fremont | | OH | | — |
| | 320 |
| | 975 |
| | — |
| | 1,295 |
| | (324 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | Ontario | | OR | | — |
| | 240 |
| | 1,067 |
| | — |
| | 1,307 |
| | (355 | ) | | 6/27/2013 | | 1995 |
| Denny's | | | Pasadena | | TX | | — |
| | 500 |
| | 1,316 |
| | — |
| | 1,816 |
| | (438 | ) | | 6/27/2013 | | 1995 |
| Einstein Bros. Bagels | | | Dearborn | | MI | | — |
| | 190 |
| | 724 |
| | — |
| | 914 |
| | (238 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Evansville | | IN | | — |
| | 670 |
| | 2,707 |
| | — |
| | 3,377 |
| | (900 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Kokomo | | IN | | — |
| | 780 |
| | 2,107 |
| | — |
| | 2,887 |
| | (700 | ) | | 6/27/2013 | | 1995 |
| Hibachi Buffet Krab Hut | | | Albany | | GA | | — |
| | 460 |
| | 1,863 |
| | — |
| | 2,323 |
| | (619 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Brunswick | | GA | | — |
| | 390 |
| | 2,093 |
| | — |
| | 2,483 |
| | (695 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Council Bluffs | | IA | | — |
| | 1,140 |
| | 1,460 |
| | — |
| | 2,600 |
| | (485 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Aberdeen | | NC | | — |
| | 690 |
| | 1,566 |
| | — |
| | 2,256 |
| | (520 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Lincoln | | NE | | — |
| | 300 |
| | 2,930 |
| | — |
| | 3,230 |
| | (974 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Farmington | | NM | | — |
| | 270 |
| | 3,174 |
| | (2,023 | ) | | 1,421 |
| | (227 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Columbus | | OH | | — |
| | 770 |
| | 2,476 |
| | — |
| | 3,246 |
| | (823 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Cookeville | | TN | | — |
| | 800 |
| | 1,937 |
| | — |
| | 2,737 |
| | (644 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | | Bristol | | VA | | — |
| | 750 |
| | 2,276 |
| | — |
| | 3,026 |
| | (757 | ) | | 6/27/2013 | | 1995 |
| Vacant | | | Hueytown | | AL | | — |
| | 60 |
| | 639 |
| | (311 | ) | | 388 |
| | (22 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | | Old Fort | | NC | | — |
| | 300 |
| | 904 |
| | — |
| | 1,204 |
| | (297 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | | Chapin | | SC | | — |
| | 380 |
| | 741 |
| | — |
| | 1,121 |
| | (244 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | | Bloomingdale | | TN | | — |
| | 270 |
| | 844 |
| | — |
| | 1,114 |
| | (277 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | | Clinton | | TN | | — |
| | 390 |
| | 893 |
| | — |
| | 1,283 |
| | (294 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | | Crossville | | TN | | — |
| | 300 |
| | 689 |
| | — |
| | 989 |
| | (226 | ) | | 6/27/2013 | | 1995 |
| Hardee's / Red Burrito | | | Attalla | | AL | | — |
| | 220 |
| | 896 |
| | — |
| | 1,116 |
| | (295 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| IHOP | | Natchitoches | | LA | | — |
| | 750 |
| | 89 |
| | — |
| | 839 |
| | (30 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Fort Worth | | TX | | — |
| | 560 |
| | 1,879 |
| | 1 |
| | 2,440 |
| | (625 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Burley | | ID | | — |
| | 240 |
| | 1,430 |
| | — |
| | 1,670 |
| | (470 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Arlington | | TX | | — |
| | 420 |
| | 1,325 |
| | — |
| | 1,745 |
| | (436 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Arlington | | TX | | — |
| | 420 |
| | 1,365 |
| | — |
| | 1,785 |
| | (449 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Farmers Branch | | TX | | — |
| | 460 |
| | 1,640 |
| | — |
| | 2,100 |
| | (539 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Fort Worth | | TX | | — |
| | 490 |
| | 1,702 |
| | — |
| | 2,192 |
| | (560 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Grand Prairie | | TX | | — |
| | 600 |
| | 1,856 |
| | — |
| | 2,456 |
| | (610 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Grapevine | | TX | | — |
| | 470 |
| | 1,344 |
| | — |
| | 1,814 |
| | (442 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 460 |
| | 1,437 |
| | — |
| | 1,897 |
| | (473 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 390 |
| | 1,172 |
| | — |
| | 1,562 |
| | (385 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 330 |
| | 1,845 |
| | — |
| | 2,175 |
| | (606 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 410 |
| | 1,621 |
| | — |
| | 2,031 |
| | (533 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 450 |
| | 1,396 |
| | — |
| | 1,846 |
| | (459 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Mesquite | | TX | | — |
| | 560 |
| | 1,652 |
| | — |
| | 2,212 |
| | (543 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Port Arthur | | TX | | — |
| | 460 |
| | 1,405 |
| | — |
| | 1,865 |
| | (462 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | San Antonio | | TX | | — |
| | 350 |
| | 1,249 |
| | — |
| | 1,599 |
| | (410 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Spring | | TX | | — |
| | 450 |
| | 1,487 |
| | — |
| | 1,937 |
| | (489 | ) | | 6/27/2013 | | 1995 |
| Kentucky Fried Chicken | | Deming | | NM | | — |
| | 220 |
| | 691 |
| | — |
| | 911 |
| | (227 | ) | | 6/27/2013 | | 1995 |
| Kentucky Fried Chicken | | Las Cruces | | NM | | — |
| | 270 |
| | 498 |
| | — |
| | 768 |
| | (164 | ) | | 6/27/2013 | | 1995 |
| Leeann Chin | | Blaine | | MN | | — |
| | 480 |
| | 528 |
| | — |
| | 1,008 |
| | (174 | ) | | 6/27/2013 | | 1995 |
| Long John Silver's / A&W | | Clovis | | NM | | — |
| | 210 |
| | 705 |
| | (377 | ) | | 538 |
| | (86 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Bozeman | | MT | | — |
| | 150 |
| | 343 |
| | — |
| | 493 |
| | (114 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Glasgow | | MT | | — |
| | 120 |
| | 217 |
| | — |
| | 337 |
| | (72 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Livingston | | MT | | — |
| | 130 |
| | 245 |
| | — |
| | 375 |
| | (81 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Knoxville | | TN | | — |
| | 300 |
| | 546 |
| | — |
| | 846 |
| | (181 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Channelview | | TX | | — |
| | 220 |
| | 401 |
| | — |
| | 621 |
| | (132 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Kennesaw | | GA | | — |
| | 210 |
| | 46 |
| | — |
| | 256 |
| | (15 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Gadsden | | AL | | — |
| | 220 |
| | 707 |
| | — |
| | 927 |
| | (235 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Grayson | | KY | | — |
| | 420 |
| | 406 |
| | — |
| | 826 |
| | (135 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Hattiesburg | | MS | | — |
| | 730 |
| | 618 |
| | — |
| | 1,348 |
| | (205 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Jackson | | MS | | — |
| | 360 |
| | 572 |
| | — |
| | 932 |
| | (190 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Summerville | | SC | | — |
| | 350 |
| | 800 |
| | — |
| | 1,150 |
| | (266 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Burger King | | Panama City | | FL | | — |
| | 319 |
| | 956 |
| | — |
| | 1,275 |
| | (225 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Springfield | | FL | | — |
| | 324 |
| | 971 |
| | — |
| | 1,295 |
| | (228 | ) | | 7/31/2013 | | 1995 |
| Burger King | | Tallahassee | | FL | | — |
| | 720 |
| | 720 |
| | — |
| | 1,440 |
| | (169 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Tallahassee | | FL | | — |
| | 843 |
| | 454 |
| | — |
| | 1,297 |
| | (107 | ) | | 7/31/2013 | | 1980 |
| Burger King | | Alpharetta | | GA | | — |
| | 635 |
| | 865 |
| | — |
| | 1,500 |
| | (218 | ) | | 6/27/2013 | | 1998 |
| Burger King | | Alpharetta | | GA | | — |
| | 1,128 |
| | 977 |
| | — |
| | 2,105 |
| | (246 | ) | | 6/27/2013 | | 1993 |
| Burger King | | Alpharetta | | GA | | — |
| | 795 |
| | 943 |
| | — |
| | 1,738 |
| | (237 | ) | | 6/27/2013 | | 1997 |
| Burger King | | Alpharetta | | GA | | — |
| | 501 |
| | 1,219 |
| | — |
| | 1,720 |
| | (307 | ) | | 6/27/2013 | | 2001 |
| Burger King | �� | Atlanta | | GA | | — |
| | 380 |
| | 499 |
| | — |
| | 879 |
| | (123 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Augusta | | GA | | — |
| | 693 |
| | 2,080 |
| | — |
| | 2,773 |
| | (489 | ) | | 7/31/2013 | | 1986 |
| Burger King | | Bainbridge | | GA | | — |
| | 347 |
| | 1,042 |
| | — |
| | 1,389 |
| | (245 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Cairo | | GA | | — |
| | 245 |
| | 981 |
| | — |
| | 1,226 |
| | (231 | ) | | 7/31/2013 | | 1997 |
| Burger King | | Fort Oglethorpe | | GA | | — |
| | 170 |
| | 2,175 |
| | — |
| | 2,345 |
| | (537 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Martinez | | GA | | — |
| | 909 |
| | 1,350 |
| | — |
| | 2,259 |
| | (340 | ) | | 6/27/2013 | | 1998 |
| Burger King | | Roswell | | GA | | — |
| | 495 |
| | 1,156 |
| | — |
| | 1,651 |
| | (272 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Thomson | | GA | | — |
| | 748 |
| | 876 |
| | — |
| | 1,624 |
| | (221 | ) | | 6/27/2013 | | 1988 |
| Burger King | | Valdosta | | GA | | — |
| | 564 |
| | 376 |
| | — |
| | 940 |
| | (88 | ) | | 7/31/2013 | | 1987 |
| Burger King | | Des Moines | | IA | | — |
| | 1,160 |
| | 949 |
| | — |
| | 2,109 |
| | (223 | ) | | 7/31/2013 | | 1987 |
| Burger King | | Perry | | IA | | — |
| | 557 |
| | 680 |
| | — |
| | 1,237 |
| | (160 | ) | | 7/31/2013 | | 1997 |
| Burger King | | Red Oak | | IA | | — |
| | 334 |
| | 1,002 |
| | — |
| | 1,336 |
| | (236 | ) | | 7/31/2013 | | 1988 |
| Burger King | | Shenandoah | | IA | | — |
| | 313 |
| | 582 |
| | — |
| | 895 |
| | (137 | ) | | 7/31/2013 | | 1988 |
| Burger King | | Stuart | | IA | | — |
| | 607 |
| | 911 |
| | — |
| | 1,518 |
| | (214 | ) | | 7/31/2013 | | 1997 |
| Burger King | | Maywood | | IL | | — |
| | 860 |
| | 1,051 |
| | (357 | ) | | 1,554 |
| | (119 | ) | | 7/31/2013 | | 2003 |
| Burger King | | Springfield | | IL | | — |
| | 354 |
| | 677 |
| | — |
| | 1,031 |
| | (170 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Gary | | IN | | — |
| | 544 |
| | 606 |
| | — |
| | 1,150 |
| | (152 | ) | | 6/27/2013 | | 1987 |
| Burger King | | Cut Off | | LA | | — |
| | 726 |
| | 1,088 |
| | — |
| | 1,814 |
| | (256 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Gonzales | | LA | | — |
| | 380 |
| | 465 |
| | — |
| | 845 |
| | (109 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Lake Charles | | LA | | — |
| | 456 |
| | 456 |
| | — |
| | 912 |
| | (107 | ) | | 7/31/2013 | | 1980 |
| Burger King | | Lake Charles | | LA | | — |
| | 610 |
| | 746 |
| | — |
| | 1,356 |
| | (175 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Metairie | | LA | | — |
| | 728 |
| | 392 |
| | — |
| | 1,120 |
| | (92 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Opelousas | | LA | | — |
| | 964 |
| | 964 |
| | — |
| | 1,928 |
| | (227 | ) | | 7/31/2013 | | 1978 |
| Burger King | | Raceland | | LA | | — |
| | 356 |
| | 533 |
| | — |
| | 889 |
| | (125 | ) | | 7/31/2013 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Shoney's | | Cookeville | | TN | | — |
| | 510 |
| | 760 |
| | — |
| | 1,270 |
| | (252 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Lawrenceburg | | TN | | — |
| | 330 |
| | 873 |
| | — |
| | 1,203 |
| | (290 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Charleston | | WV | | — |
| | 190 |
| | 543 |
| | — |
| | 733 |
| | (181 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Lewisburg | | WV | | — |
| | 110 |
| | 642 |
| | — |
| | 752 |
| | (213 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Princeton | | WV | | — |
| | 90 |
| | 593 |
| | — |
| | 683 |
| | (197 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Ripley | | WV | | — |
| | 200 |
| | 599 |
| | — |
| | 799 |
| | (199 | ) | | 6/27/2013 | | 1995 |
| Sonny's Real Pit BBQ | | Conyers | | GA | | — |
| | 450 |
| | 663 |
| | — |
| | 1,113 |
| | (220 | ) | | 6/27/2013 | | 1995 |
| Sweet Tomato | | Coral Springs | | FL | | — |
| | 790 |
| | 1,625 |
| | — |
| | 2,415 |
| | (540 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Kingston | | TN | | — |
| | 280 |
| | 714 |
| | 300 |
| | 1,294 |
| | (281 | ) | | 6/27/2013 | | 1995 |
| Taco Bell / Pizza Hut | | Dallas | | TX | | — |
| | 420 |
| | 1,582 |
| | — |
| | 2,002 |
| | (520 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | Austin | | TX | | — |
| | 700 |
| | 2,105 |
| | — |
| | 2,805 |
| | (692 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | Pasadena | | TX | | — |
| | 420 |
| | 1,420 |
| | — |
| | 1,840 |
| | (467 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 600 |
| | 1,955 |
| | — |
| | 2,555 |
| | (643 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | Schertz | | TX | | — |
| | 520 |
| | 1,408 |
| | — |
| | 1,928 |
| | (463 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Cedar Rapids | | IA | | — |
| | 430 |
| | 2,194 |
| | — |
| | 2,624 |
| | (729 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Salisbury | | MD | | — |
| | 370 |
| | 1,299 |
| | — |
| | 1,669 |
| | (427 | ) | | 6/27/2013 | | 1995 |
| Ale House | | St. Petersburg | | FL | | — |
| | 930 |
| | 3,116 |
| | — |
| | 4,046 |
| | (1,036 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Clinton | | IA | | — |
| | 490 |
| | 1,184 |
| | — |
| | 1,674 |
| | (393 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Fort Dodge | | IA | | — |
| | — |
| | 1,363 |
| | — |
| | 1,363 |
| | (656 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Marshalltown | | IA | | — |
| | 660 |
| | 1,175 |
| | — |
| | 1,835 |
| | (390 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Mason City | | IA | | — |
| | 340 |
| | 1,495 |
| | — |
| | 1,835 |
| | (497 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Muscatine | | IA | | — |
| | 330 |
| | 1,266 |
| | — |
| | 1,596 |
| | (421 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | Sterling | | IL | | — |
| | 390 |
| | 1,291 |
| | — |
| | 1,681 |
| | (429 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Kansas CIty | | KS | | — |
| | 280 |
| | 364 |
| | — |
| | 644 |
| | (120 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Salina | | KS | | — |
| | 540 |
| | 300 |
| | 64 |
| | 904 |
| | (26 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Topeka | | KS | | — |
| | 270 |
| | 433 |
| | — |
| | 703 |
| | (142 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Alma | | MI | | — |
| | 380 |
| | 408 |
| | — |
| | 788 |
| | (134 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Chesterfield | | MI | | — |
| | 210 |
| | 841 |
| | — |
| | 1,051 |
| | (276 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Davison | | MI | | — |
| | 420 |
| | 631 |
| | — |
| | 1,051 |
| | (208 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Flint | | MI | | — |
| | 230 |
| | 1,428 |
| | — |
| | 1,658 |
| | (470 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Midland | | MI | | — |
| | 340 |
| | 753 |
| | — |
| | 1,093 |
| | (248 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Waterford | | MI | | — |
| | 180 |
| | 962 |
| | — |
| | 1,142 |
| | (316 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Port Huron | | MI | | — |
| | 210 |
| | 868 |
| | — |
| | 1,078 |
| | (285 | ) | | 6/27/2013 | | 1995 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Arby's | | | Allentown | | PA | | — |
| | 600 |
| | 1,652 |
| | — |
| | 2,252 |
| | (543 | ) | | 6/27/2013 | | 1995 |
| Arby's | | | Carlisle | | PA | | — |
| | 200 |
| | 472 |
| | — |
| | 672 |
| | (155 | ) | | 6/27/2013 | | 1995 |
| Arby's | | | Hanover | | PA | | — |
| | 400 |
| | 921 |
| | — |
| | 1,321 |
| | (303 | ) | | 6/27/2013 | | 1995 |
| Arby's | | | Amarillo | | TX | | — |
| | 260 |
| | 627 |
| | — |
| | 887 |
| | (206 | ) | | 6/27/2013 | | 1995 |
| Yemen Kitchen | | | Raleigh | | NC | | — |
| | 230 |
| | 654 |
| | — |
| | 884 |
| | (215 | ) | | 6/27/2013 | | 1995 |
| Buca di Beppo Italian | | | Wheeling | | IL | | — |
| | 450 |
| | 1,272 |
| | — |
| | 1,722 |
| | (423 | ) | | 6/27/2013 | | 1995 |
| Buca di Beppo Italian | | | Westlake | | OH | | — |
| | 370 |
| | 887 |
| | — |
| | 1,257 |
| | (295 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Amesbury | | MA | | — |
| | 835 |
| | 1,217 |
| | — |
| | 2,052 |
| | (306 | ) | | 6/27/2013 | | 1977 | | Tucson | | AZ | | — |
| | 300 |
| | 1,307 |
| | 250 |
| | 1,857 |
| | (446 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Springfield | | MA | | — |
| | 983 |
| | 516 |
| | — |
| | 1,499 |
| | (130 | ) | | 6/27/2013 | | 1974 | | Fort Oglethorpe | | GA | | — |
| | 170 |
| | 2,175 |
| | — |
| | 2,345 |
| | (715 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Caribou | | ME | | — |
| | 770 |
| | 440 |
| | — |
| | 1,210 |
| | (109 | ) | | 6/27/2013 | | 1995 | | Caribou | | ME | | — |
| | 770 |
| | 440 |
| | (853 | ) | | 357 |
| | (2 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Belding | | MI | | — |
| | 221 |
| | 411 |
| | — |
| | 632 |
| | (97 | ) | | 7/31/2013 | | 1994 | | Cohoes | | NY | | — |
| | 270 |
| | 563 |
| | — |
| | 833 |
| | (185 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Detroit | | MI | | — |
| | 614 |
| | 331 |
| | — |
| | 945 |
| | (78 | ) | | 7/31/2013 | | 1988 | | Montgomery | | NY | | — |
| | 480 |
| | 1,042 |
| | — |
| | 1,522 |
| | (343 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Grand Rapids | | MI | | — |
| | 490 |
| | 545 |
| | — |
| | 1,035 |
| | (135 | ) | | 6/27/2013 | | 1995 | | Schenectady | | NY | | — |
| | 380 |
| | 936 |
| | — |
| | 1,316 |
| | (308 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Grand Rapids | | MI | | — |
| | 260 |
| | 780 |
| | — |
| | 1,040 |
| | (193 | ) | | 6/27/2013 | | 1995 | | Elko | | NV | | — |
| | 260 |
| | 1,001 |
| | — |
| | 1,261 |
| | (329 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Grand Rapids | | MI | | — |
| | 346 |
| | 807 |
| | — |
| | 1,153 |
| | (190 | ) | | 7/31/2013 | | 1985 | | Willoughby | | OH | | — |
| | 410 |
| | 1,005 |
| | — |
| | 1,415 |
| | (330 | ) | | 6/27/2013 | | 1995 |
| Vacant | | | Ardmore | | OK | | — |
| | 270 |
| | 1,023 |
| | — |
| | 1,293 |
| | (336 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Holland | | MI | | — |
| | 420 |
| | 707 |
| | — |
| | 1,127 |
| | (175 | ) | | 6/27/2013 | | 1995 | | Roseburg | | OR | | — |
| | 350 |
| | 886 |
| | — |
| | 1,236 |
| | (291 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Hudsonville | | MI | | — |
| | 451 |
| | 676 |
| | — |
| | 1,127 |
| | (159 | ) | | 7/31/2013 | | 1988 | | Gaffney | | SC | | — |
| | 370 |
| | 880 |
| | — |
| | 1,250 |
| | (289 | ) | | 6/27/2013 | | 1995 |
| Burger King | | L'Anse | | MI | | — |
| | 32 |
| | 616 |
| | — |
| | 648 |
| | (145 | ) | | 7/31/2013 | | 1999 | | Greenville | | SC | | — |
| | 420 |
| | 571 |
| | — |
| | 991 |
| | (188 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Sparta | | MI | | — |
| | 640 |
| | 570 |
| | — |
| | 1,210 |
| | (141 | ) | | 6/27/2013 | | 1995 | | Bluefield | | WV | | — |
| | 210 |
| | 1,163 |
| | — |
| | 1,373 |
| | (382 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Spring Lake | | MI | | — |
| | 341 |
| | 512 |
| | (222 | ) | | 631 |
| | (10 | ) | | 7/31/2013 | | 1994 | |
| Burger King | | Walker | | MI | | — |
| | 305 |
| | 711 |
| | — |
| | 1,016 |
| | (167 | ) | | 7/31/2013 | | 1973 | |
| Burger King | | Warren | | MI | | — |
| | 248 |
| | 745 |
| | — |
| | 993 |
| | (175 | ) | | 7/31/2013 | | 1987 | |
| Burger King | | Hastings | | MN | | — |
| | 328 |
| | 608 |
| | — |
| | 936 |
| | (143 | ) | | 7/31/2013 | | 1990 | |
| Burger King | | Kansas City | | MO | | — |
| | 444 |
| | 1,036 |
| | — |
| | 1,480 |
| | (244 | ) | | 7/31/2013 | | 1984 | |
| Burger King | | Brandon | | MS | | — |
| | 649 |
| | 1,513 |
| | — |
| | 2,162 |
| | (381 | ) | | 6/27/2013 | | 1981 | |
| Burger King | | Clarksdale | | MS | | — |
| | 865 |
| | 865 |
| | — |
| | 1,730 |
| | (204 | ) | | 7/31/2013 | | 1988 | |
| Burger King | | Cleveland | | MS | | — |
| | 688 |
| | 1,606 |
| | — |
| | 2,294 |
| | (378 | ) | | 7/31/2013 | | 1985 | |
| Burger King | | Greenville | | MS | | — |
| | 573 |
| | 1,337 |
| | — |
| | 1,910 |
| | (314 | ) | | 7/31/2013 | | 2004 | |
| Burger King | | Greenville | | MS | | — |
| | 351 |
| | 820 |
| | — |
| | 1,171 |
| | (193 | ) | | 7/31/2013 | | 1993 | |
| Burger King | | Greenwood | | MS | | — |
| | 692 |
| | 1,038 |
| | — |
| | 1,730 |
| | (244 | ) | | 7/31/2013 | | 1988 | |
| Burger King | | Grenada | | MS | | — |
| | 536 |
| | 805 |
| | — |
| | 1,341 |
| | (189 | ) | | 7/31/2013 | | 1989 | |
| Burger King | | Philadelphia | | MS | | — |
| | 402 |
| | 939 |
| | — |
| | 1,341 |
| | (221 | ) | | 7/31/2013 | | 1993 | |
| Burger King | | Yazoo City | | MS | | — |
| | 489 |
| | 909 |
| | — |
| | 1,398 |
| | (214 | ) | | 7/31/2013 | | 1993 | |
| Burger King | | Asheville | | NC | | — |
| | 728 |
| | 595 |
| | — |
| | 1,323 |
| | (140 | ) | | 7/31/2013 | | 1982 | |
| Burger King | | Chadbourn | | NC | | — |
| | 353 |
| | 797 |
| | — |
| | 1,150 |
| | (201 | ) | | 6/27/2013 | | 1999 | |
| Burger King | | Claremont | | NC | | — |
| | 646 |
| | 646 |
| | — |
| | 1,292 |
| | (162 | ) | | 6/27/2013 | | 2000 | |
| Burger King | | Clinton | | NC | | — |
| | 494 |
| | 801 |
| | — |
| | 1,295 |
| | (202 | ) | | 6/27/2013 | | 1999 | |
| Burger King | | Durham | | NC | | — |
| | 170 |
| | 352 |
| | — |
| | 522 |
| | (87 | ) | | 6/27/2013 | | 1995 | |
| Burger King | | Wilmington | | NC | | — |
| | 573 |
| | 870 |
| | — |
| | 1,443 |
| | (219 | ) | | 6/27/2013 | | 1999 | |
| Charleston's | | | Carmel | | IN | | — |
| | 140 |
| | 3,016 |
| | — |
| | 3,156 |
| | (1,002 | ) | | 6/27/2013 | | 1995 |
| Dairy Queen | | | Mauldin | | SC | | — |
| | 133 |
| | — |
| | — |
| | 133 |
| | — |
| | 6/27/2013 | | 1995 |
| Dairy Queen | | | Alto | | TX | | — |
| | 50 |
| | 110 |
| | — |
| | 160 |
| | (36 | ) | | 6/27/2013 | | 1995 |
| Dairy Queen | | | Pineland | | TX | | — |
| | 40 |
| | 120 |
| | — |
| | 160 |
| | (40 | ) | | 6/27/2013 | | 1995 |
| Dairy Queen | | | Silsbee | | TX | | — |
| | 60 |
| | 100 |
| | — |
| | 160 |
| | (33 | ) | | 6/27/2013 | | 1995 |
| Dukin Donuts/Baskin-Robbins | | | Dearborn Heights | | MI | | — |
| | 230 |
| | 846 |
| | — |
| | 1,076 |
| | (278 | ) | | 6/27/2013 | | 1995 |
| Grandy's | | | Ardmore | | OK | | — |
| | 454 |
| | — |
| | — |
| | 454 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | | Moore | | OK | | — |
| | 320 |
| | 428 |
| | — |
| | 748 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | | Oklahoma City | | OK | | — |
| | 260 |
| | 380 |
| | — |
| | 640 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | | Oklahoma City | | OK | | — |
| | 320 |
| | 289 |
| | — |
| | 609 |
| | — |
| | 6/27/2013 | | 1995 |
| Hardee's | | | Aiken | | SC | | — |
| | 220 |
| | 450 |
| | — |
| | 670 |
| | (148 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | | Belleville | | IL | | — |
| | 200 |
| | 966 |
| | — |
| | 1,166 |
| | (318 | ) | | 6/27/2013 | | 1995 |
| Vacant | | | Houston | | TX | | — |
| | 900 |
| | 1,749 |
| | (699 | ) | | 1,950 |
| | (11 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Burger King | | Blair | | NE | | — |
| | 272 |
| | 1,087 |
| | — |
| | 1,359 |
| | (256 | ) | | 7/31/2013 | | 1987 |
| Burger King | | Wahoo | | NE | | — |
| | 196 |
| | 1,109 |
| | — |
| | 1,305 |
| | (261 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Dover | | NH | | — |
| | 1,159 |
| | 952 |
| | — |
| | 2,111 |
| | (240 | ) | | 6/27/2013 | | 1970 |
| Burger King | | Nashua | | NH | | — |
| | 655 |
| | 655 |
| | — |
| | 1,310 |
| | (154 | ) | | 7/31/2013 | | 2008 |
| Burger King | | Edison | | NJ | | — |
| | 480 |
| | 1,075 |
| | — |
| | 1,555 |
| | (266 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Elko | | NV | | — |
| | 260 |
| | 1,001 |
| | — |
| | 1,261 |
| | (247 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Albany | | NY | | — |
| | 330 |
| | 850 |
| | — |
| | 1,180 |
| | (210 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Central Square | | NY | | — |
| | 500 |
| | 1,189 |
| | — |
| | 1,689 |
| | (294 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Cohoes | | NY | | — |
| | 270 |
| | 563 |
| | — |
| | 833 |
| | (139 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Hamburg | | NY | | — |
| | 403 |
| | 383 |
| | — |
| | 786 |
| | (96 | ) | | 6/27/2013 | | 1974 |
| Burger King | | Irondequoit | | NY | | — |
| | 988 |
| | 659 |
| | — |
| | 1,647 |
| | (155 | ) | | 7/31/2013 | | 1980 |
| Burger King | | Montgomery | | NY | | — |
| | 480 |
| | 1,042 |
| | — |
| | 1,522 |
| | (258 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Schenectady | | NY | | — |
| | 380 |
| | 936 |
| | — |
| | 1,316 |
| | (231 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Syracuse | | NY | | — |
| | 606 |
| | 606 |
| | — |
| | 1,212 |
| | (142 | ) | | 7/31/2013 | | 1986 |
| Burger King | | Dayton | | OH | | — |
| | 569 |
| | 466 |
| | — |
| | 1,035 |
| | (110 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Mansfield | | OH | | — |
| | 191 |
| | 766 |
| | — |
| | 957 |
| | (180 | ) | | 7/31/2013 | | 1985 |
| Burger King | | New Philadelphia | | OH | | — |
| | 419 |
| | 779 |
| | — |
| | 1,198 |
| | (183 | ) | | 7/31/2013 | | 1986 |
| Burger King | | Willoughby | | OH | | — |
| | 410 |
| | 1,005 |
| | — |
| | 1,415 |
| | (248 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Ardmore | | OK | | — |
| | 270 |
| | 1,023 |
| | — |
| | 1,293 |
| | (253 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| McAlisters | | Murfreesboro | | TN | | — |
| | 310 |
| | 720 |
| | — |
| | 1,030 |
| | (239 | ) | | 6/27/2013 | | 1995 |
| Lifetime Dentistry Chickasha | | Chickasha | | OK | | — |
| | 100 |
| | 186 |
| | — |
| | 286 |
| | (64 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Houston | | TX | | — |
| | 190 |
| | 452 |
| | — |
| | 642 |
| | (149 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Memphis | | TN | | — |
| | 100 |
| | 283 |
| | 167 |
| | 550 |
| | — |
| | 6/27/2013 | | 1995 |
| Spaghetti Warehouse | | Arlington | | TX | | — |
| | 630 |
| | 1,400 |
| | — |
| | 2,030 |
| | (465 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Dallas | | TX | | — |
| | 810 |
| | 1,656 |
| | — |
| | 2,466 |
| | (550 | ) | | 6/27/2013 | | 1995 |
| Spaghetti Warehouse | | San Antonio | | TX | | — |
| | 1,140 |
| | 1,434 |
| | (1,063 | ) | | 1,511 |
| | (126 | ) | | 6/27/2013 | | 1995 |
| Subway | | Knoxville | | TN | | — |
| | 160 |
| | 349 |
| | — |
| | 509 |
| | (115 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 500 |
| | 1,740 |
| | — |
| | 2,240 |
| | (572 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 280 |
| | 1,695 |
| | — |
| | 1,975 |
| | (557 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 500 |
| | 1,766 |
| | — |
| | 2,266 |
| | (581 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Grand Prairie | | TX | | — |
| | 780 |
| | 1,867 |
| | — |
| | 2,647 |
| | (621 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Worcester | | MA | | — |
| | 370 |
| | 1,288 |
| | — |
| | 1,658 |
| | (423 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | North Canton | | OH | | — |
| | 152 |
| | 838 |
| | — |
| | 990 |
| | (281 | ) | | 6/27/2013 | | 1992 |
| Arby's | | Guntersville | | AL | | — |
| | 142 |
| | 503 |
| | — |
| | 645 |
| | (167 | ) | | 6/27/2013 | | 1986 |
| Vacant | | Fountain Hills | | AZ | | — |
| | 241 |
| | 597 |
| | (227 | ) | | 611 |
| | (55 | ) | | 6/27/2013 | | 1994 |
| Arby's | | Phoenix | | AZ | | — |
| | 559 |
| | 618 |
| | 200 |
| | 1,377 |
| | (219 | ) | | 6/27/2013 | | 1995 |
| Accomplishments Through People | | Columbus | | GA | | — |
| | 170 |
| | — |
| | — |
| | 170 |
| | — |
| | 6/27/2013 | | 1987 |
| Burger King | | Anchorage | | AK | | — |
| | 427 |
| | 489 |
| | 200 |
| | 1,116 |
| | (162 | ) | | 6/27/2013 | | 1982 |
| Burger King | | Largo | | FL | | — |
| | 683 |
| | 412 |
| | — |
| | 1,095 |
| | (137 | ) | | 6/27/2013 | | 1984 |
| Burger King | | Springfield | | MA | | — |
| | 983 |
| | 516 |
| | — |
| | 1,499 |
| | (171 | ) | | 6/27/2013 | | 1974 |
| Vacant | | East Greenbush | | NY | | — |
| | 404 |
| | 269 |
| | (548 | ) | | 125 |
| | — |
| | 6/27/2013 | | 1980 |
| Burger King | | Spanaway | | WA | | — |
| | 509 |
| | 1,628 |
| | — |
| | 2,137 |
| | (540 | ) | | 6/27/2013 | | 1997 |
| Captain D's | | Duncanville | | TX | | — |
| | 295 |
| | 246 |
| | — |
| | 541 |
| | (82 | ) | | 6/27/2013 | | 1982 |
| Checkers | | Tampa | | FL | | — |
| | 736 |
| | — |
| | — |
| | 736 |
| | — |
| | 6/27/2013 | | 1995 |
| Denny's | | Peoria | | AZ | | — |
| | 310 |
| | 457 |
| | — |
| | 767 |
| | (153 | ) | | 6/27/2013 | | 1983 |
| Denny's | | Tempe | | AZ | | — |
| | 378 |
| | 245 |
| | — |
| | 623 |
| | (80 | ) | | 6/27/2013 | | 1980 |
| Denny's | | Idaho Falls | | ID | | — |
| | 196 |
| | 432 |
| | — |
| | 628 |
| | (138 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Albemarle | | NC | | — |
| | 483 |
| | 457 |
| | (590 | ) | | 350 |
| | (3 | ) | | 6/27/2013 | | 1995 |
| FedEx | | Homewood | | AL | | — |
| | 522 |
| | 779 |
| | — |
| | 1,301 |
| | (253 | ) | | 6/27/2013 | | 2000 |
| Vacant | | Midwest City | | OK | | — |
| | 1,175 |
| | 1,708 |
| | (983 | ) | | 1,900 |
| | (263 | ) | | 6/27/2013 | | 1991 |
| Golden Corral | | Norman | | OK | | — |
| | 345 |
| | 2,107 |
| | — |
| | 2,452 |
| | (706 | ) | | 6/27/2013 | | 1994 |
| Golden Corral | | College Station | | TX | | — |
| | 1,265 |
| | 1,718 |
| | — |
| | 2,983 |
| | (575 | ) | | 6/27/2013 | | 1990 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Burger King | | Roseburg | | OR | | — |
| | 350 |
| | 886 |
| | — |
| | 1,236 |
| | (219 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Harrisburg | | PA | | — |
| | 619 |
| | 412 |
| | — |
| | 1,031 |
| | (97 | ) | | 7/31/2013 | | 1985 |
| Burger King | | Old Forge | | PA | | — |
| | 390 |
| | 905 |
| | 14 |
| | 1,309 |
| | (12 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Gaffney | | SC | | — |
| | 370 |
| | 880 |
| | — |
| | 1,250 |
| | (217 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Greenville | | SC | | — |
| | 420 |
| | 571 |
| | — |
| | 991 |
| | (141 | ) | | 6/27/2013 | | 1995 |
| Burger King | | North Augusta | | SC | | — |
| | 256 |
| | 1,451 |
| | — |
| | 1,707 |
| | (341 | ) | | 7/31/2013 | | 1985 |
| Burger King | | North Augusta | | SC | | — |
| | 450 |
| | 1,050 |
| | — |
| | 1,500 |
| | (247 | ) | | 7/31/2013 | | 1985 |
| Burger King | | Chattanooga | | TN | | — |
| | 740 |
| | 1,591 |
| | — |
| | 2,331 |
| | (393 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Gallatin | | TN | | — |
| | 199 |
| | 463 |
| | — |
| | 662 |
| | (109 | ) | | 7/31/2013 | | 1984 |
| Burger King | | Austin | | TX | | — |
| | 666 |
| | 999 |
| | (517 | ) | | 1,148 |
| | (102 | ) | | 6/27/2013 | | 1998 |
| Burger King | | Laredo | | TX | | — |
| | 684 |
| | 1,026 |
| | — |
| | 1,710 |
| | (241 | ) | | 7/31/2013 | | 2002 |
| Burger King | | Texas City | | TX | | — |
| | 421 |
| | 782 |
| | 300 |
| | 1,503 |
| | (190 | ) | | 7/31/2013 | | 1984 |
| Burger King | | Spanaway | | WA | | — |
| | 509 |
| | 1,628 |
| | — |
| | 2,137 |
| | (410 | ) | | 6/27/2013 | | 1997 |
| Burger King | | Germantown | | WI | | — |
| | 644 |
| | 1,300 |
| | — |
| | 1,944 |
| | (327 | ) | | 6/27/2013 | | 1986 |
| Burger King | | Marshfield | | WI | | — |
| | 232 |
| | 885 |
| | — |
| | 1,117 |
| | (223 | ) | | 6/27/2013 | | 1986 |
| Burger King | | Rhinelander | | WI | | — |
| | 260 |
| | 606 |
| | — |
| | 866 |
| | (143 | ) | | 7/31/2013 | | 1986 |
| Burger King | | Weston | | WI | | — |
| | 329 |
| | 718 |
| | — |
| | 1,047 |
| | (181 | ) | | 6/27/2013 | | 1987 |
| Burger King | | Bluefield | | WV | | — |
| | 210 |
| | 1,163 |
| | — |
| | 1,373 |
| | (287 | ) | | 6/27/2013 | | 1995 |
| Burlington | | West Valley City | | UT | | — |
| | 2,331 |
| | 5,821 |
| | — |
| | 8,152 |
| | (29 | ) | | 11/30/2017 | | 2017 |
| Cabela's | | Rogers | | AR | | — |
| | 3,419 |
| | 17,605 |
| | — |
| | 21,024 |
| | (148 | ) | | 9/25/2017 | | 2012 |
| Cabela's | | Thornton | | CO | | — |
| | 3,677 |
| | 19,099 |
| | — |
| | 22,776 |
| | (149 | ) | | 9/25/2017 | | 2012 |
| Cabela's | | Grandville | | MI | | — |
| | 3,269 |
| | 20,328 |
| | — |
| | 23,597 |
| | (165 | ) | | 9/25/2017 | | 2013 |
| Cabela's | | Oklahoma City | | OK | | — |
| | 3,383 |
| | 11,590 |
| | — |
| | 14,973 |
| | (92 | ) | | 9/25/2017 | | 2015 |
| Cabela's | | Lacey | | WA | | — |
| | 3,393 |
| | 20,158 |
| | — |
| | 23,551 |
| | (146 | ) | | 9/25/2017 | | 2007 |
| Cactus Wellhead | | Williston | | ND | | — |
| | 72 |
| | 3,735 |
| | — |
| | 3,807 |
| | (553 | ) | | 7/24/2014 | | 2011 |
| Cactus Wellhead | | Dubois | | PA | | — |
| | 129 |
| | 2,542 |
| | — |
| | 2,671 |
| | (400 | ) | | 6/12/2014 | | 2012 |
| Cactus Wellhead | | Center | | TX | | — |
| | 115 |
| | 1,886 |
| | — |
| | 2,001 |
| | (296 | ) | | 6/12/2014 | | 2011 |
| Cactus Wellhead | | Pleasanton | | TX | | — |
| | 144 |
| | 2,908 |
| | — |
| | 3,052 |
| | (462 | ) | | 6/12/2014 | | 2011 |
| Cadbury Holdings | | Whippany | | NJ | | — |
| | 2,767 |
| | 38,018 |
| | — |
| | 40,785 |
| | (7,532 | ) | | 11/5/2013 | | 2004 |
| California Pizza Kitchen | | Paradise Valley | | AZ | | — |
| | 2,285 |
| | 1,480 |
| | — |
| | 3,765 |
| | (382 | ) | | 2/7/2014 | | 1994 |
| California Pizza Kitchen | | Alpharetta | | GA | | — |
| | 1,279 |
| | 3,249 |
| | — |
| | 4,528 |
| | (752 | ) | | 2/7/2014 | | 1994 |
| California Pizza Kitchen | | Atlanta | | GA | | — |
| | 2,307 |
| | 1,857 |
| | — |
| | 4,164 |
| | (467 | ) | | 2/7/2014 | | 1993 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Golden Corral | | Houston | | TX | | — |
| | 1,147 |
| | 2,447 |
| | (64 | ) | | 3,530 |
| | (820 | ) | | 6/27/2013 | | 1995 |
| Grandy's | | Arlington | | TX | | — |
| | 734 |
| | — |
| | — |
| | 734 |
| | — |
| | 6/27/2013 | | 1986 |
| Grandy's | | Carrollton | | TX | | — |
| | 847 |
| | — |
| | — |
| | 847 |
| | — |
| | 6/27/2013 | | 1986 |
| Grandy's | | Fort Worth | | TX | | — |
| | 777 |
| | — |
| | — |
| | 777 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Fort Worth | | TX | | — |
| | 811 |
| | — |
| | — |
| | 811 |
| | — |
| | 6/27/2013 | | 1985 |
| Grandy's | | Garland | | TX | | — |
| | 623 |
| | — |
| | — |
| | 623 |
| | — |
| | 6/27/2013 | | 1980 |
| Grandy's | | Garland | | TX | | — |
| | 859 |
| | — |
| | — |
| | 859 |
| | — |
| | 6/27/2013 | | 1985 |
| Grandy's | | Irving | | TX | | — |
| | 871 |
| | — |
| | — |
| | 871 |
| | — |
| | 6/27/2013 | | 1983 |
| Grandy's | | Lancaster | | TX | | — |
| | 780 |
| | — |
| | — |
| | 780 |
| | — |
| | 6/27/2013 | | 1984 |
| Grandy's | | Mesquite | | TX | | — |
| | 871 |
| | — |
| | — |
| | 871 |
| | — |
| | 6/27/2013 | | 1983 |
| Grandy's | | Plano | | TX | | — |
| | 871 |
| | — |
| | — |
| | 871 |
| | — |
| | 6/27/2013 | | 1980 |
| Hardee's | | Canton | | GA | | — |
| | 488 |
| | 539 |
| | — |
| | 1,027 |
| | (179 | ) | | 6/27/2013 | | 1983 |
| Hardee's | | Mount Vernon | | IA | | — |
| | 320 |
| | 480 |
| | (6 | ) | | 794 |
| | (159 | ) | | 6/27/2013 | | 1987 |
| Jack in the Box | | Texas City | | TX | | — |
| | 454 |
| | 844 |
| | — |
| | 1,298 |
| | (280 | ) | | 6/27/2013 | | 1991 |
| Lee's Famous Recipe Chicken | | Florissant | | MO | | — |
| | 306 |
| | 560 |
| | — |
| | 866 |
| | (186 | ) | | 6/27/2013 | | 1984 |
| Lee's Famous Recipe Chicken | | St. Ann | | MO | | — |
| | 187 |
| | 571 |
| | — |
| | 758 |
| | (189 | ) | | 6/27/2013 | | 1984 |
| Lee's Famous Recipe Chicken | | St. Louis | | MO | | — |
| | 107 |
| | 874 |
| | — |
| | 981 |
| | (290 | ) | | 6/27/2013 | | 1984 |
| Vacant | | Mobile | | AL | | — |
| | 127 |
| | 276 |
| | (388 | ) | | 15 |
| | — |
| | 6/27/2013 | | 1974 |
| Pizza Hut/WingStreet | | East Syracuse | | NY | | — |
| | 137 |
| | 185 |
| | — |
| | 322 |
| | (61 | ) | | 6/27/2013 | | 1978 |
| Vacant | | Nedrow | | NY | | — |
| | 55 |
| | 80 |
| | (105 | ) | | 30 |
| | — |
| | 6/27/2013 | | 1979 |
| Penske | | Bedford | | OH | | — |
| | 183 |
| | — |
| | — |
| | 183 |
| | — |
| | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Defiance | | OH | | — |
| | 114 |
| | 197 |
| | — |
| | 311 |
| | (65 | ) | | 6/27/2013 | | 1977 |
| Pizza Hut/WingStreet | | North Olmsted | | OH | | — |
| | 122 |
| | 153 |
| | — |
| | 275 |
| | (51 | ) | | 6/27/2013 | | 1977 |
| Pizza Hut/WingStreet | | Strongsville | | OH | | — |
| | 74 |
| | 108 |
| | — |
| | 182 |
| | (36 | ) | | 6/27/2013 | | 1977 |
| Pizza Hut/WingStreet | | Toledo | | OH | | — |
| | 58 |
| | 173 |
| | — |
| | 231 |
| | (57 | ) | | 6/27/2013 | | 1978 |
| Pizza Hut/WingStreet | | Cedar City | | UT | | — |
| | 52 |
| | 361 |
| | — |
| | 413 |
| | (120 | ) | | 6/27/2013 | | 1978 |
| Popeyes | | Austin | | TX | | — |
| | 1,216 |
| | 533 |
| | — |
| | 1,749 |
| | (177 | ) | | 6/27/2013 | | 1996 |
| TGI Fridays | | Warwick | | RI | | — |
| | 1,228 |
| | 2,775 |
| | (1,253 | ) | | 2,750 |
| | (452 | ) | | 6/27/2013 | | 1983 |
| Verizon Wireless | | Statesville | | NC | | — |
| | 207 |
| | 459 |
| | 27 |
| | 693 |
| | (151 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Homewood | | AL | | — |
| | 995 |
| | — |
| | — |
| | 995 |
| | — |
| | 6/27/2013 | | 1995 |
| Wendy's | | Benton | | AR | | — |
| | 478 |
| | 1,018 |
| | — |
| | 1,496 |
| | (338 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Bentonville | | AR | | — |
| | 648 |
| | 708 |
| | — |
| | 1,356 |
| | (235 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Bryant | | AR | | — |
| | 529 |
| | 575 |
| | — |
| | 1,104 |
| | (191 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| California Pizza Kitchen | | Schaumburg | | IL | | — |
| | 1,180 |
| | 3,179 |
| | — |
| | 4,359 |
| | (738 | ) | | 2/7/2014 | | 1995 |
| California Pizza Kitchen | | Grapevine | | TX | | — |
| | 1,544 |
| | 2,250 |
| | — |
| | 3,794 |
| | (533 | ) | | 2/7/2014 | | 1994 |
| Captain D's | | Statesboro | | GA | | — |
| | 350 |
| | 401 |
| | — |
| | 751 |
| | (99 | ) | | 6/27/2013 | | 1995 |
| Captain D's | | Florence | | KY | | — |
| | 248 |
| | 325 |
| | — |
| | 573 |
| | (82 | ) | | 6/27/2013 | | 1981 |
| Captain D's | | Southaven | | MS | | — |
| | 270 |
| | 564 |
| | — |
| | 834 |
| | (139 | ) | | 6/27/2013 | | 1995 |
| Captain D's | | Memphis | | TN | | — |
| | 230 |
| | 338 |
| | — |
| | 568 |
| | (84 | ) | | 6/27/2013 | | 1995 |
| Captain D's | | Duncanville | | TX | | — |
| | 295 |
| | 246 |
| | — |
| | 541 |
| | (62 | ) | | 6/27/2013 | | 1982 |
| Cargill | | Blair | | NE | | 2,437 |
| | 627 |
| | 4,989 |
| | — |
| | 5,616 |
| | (859 | ) | | 2/7/2014 | | 2009 |
| Carl's Jr. | | Purcell | | OK | | — |
| | 77 |
| | 513 |
| | — |
| | 590 |
| | (129 | ) | | 6/27/2013 | | 1980 |
| CarMax | | Henderson | | NV | | — |
| | 8,542 |
| | 10,396 |
| | — |
| | 18,938 |
| | (2,255 | ) | | 2/7/2014 | | 2002 |
| CarMax | | Austin | | TX | | 9,900 |
| | 5,461 |
| | 16,940 |
| | — |
| | 22,401 |
| | (3,305 | ) | | 2/7/2014 | | 2004 |
| Carrabba's | | Scottsdale | | AZ | | — |
| | 1,350 |
| | 1,847 |
| | — |
| | 3,197 |
| | (317 | ) | | 2/7/2014 | | 2000 |
| Carrabba's | | Louisville | | CO | | — |
| | 1,083 |
| | 1,400 |
| | — |
| | 2,483 |
| | (324 | ) | | 2/7/2014 | | 2000 |
| Carrabba's | | Tampa | | FL | | — |
| | 1,650 |
| | 2,085 |
| | — |
| | 3,735 |
| | (502 | ) | | 2/7/2014 | | 1994 |
| Carrabba's | | Duluth | | GA | | — |
| | 836 |
| | 2,881 |
| | — |
| | 3,717 |
| | (675 | ) | | 2/7/2014 | | 2004 |
| Carrabba's | | Bowie | | MD | | — |
| | 1,429 |
| | 1,036 |
| | — |
| | 2,465 |
| | (448 | ) | | 2/7/2014 | | 2003 |
| Carrabba's | | Brooklyn | | OH | | — |
| | 1,187 |
| | 2,212 |
| | — |
| | 3,399 |
| | (492 | ) | | 2/7/2014 | | 2002 |
| Carrabba's | | Washington Township | | OH | | — |
| | 906 |
| | 1,859 |
| | — |
| | 2,765 |
| | (452 | ) | | 2/7/2014 | | 2001 |
| Carrabba's | | Columbia | | SC | | — |
| | 1,159 |
| | 2,164 |
| | — |
| | 3,323 |
| | (497 | ) | | 2/7/2014 | | 2000 |
| Carrabba's | | Johnson City | | TN | | — |
| | 771 |
| | 2,536 |
| | — |
| | 3,307 |
| | (632 | ) | | 2/7/2014 | | 2003 |
| Cashland | | Celina | | OH | | — |
| | 108 |
| | 132 |
| | — |
| | 240 |
| | (35 | ) | | 7/31/2013 | | 1995 |
| Castle Dental | | Murfreesboro | | TN | | — |
| | 256 |
| | 256 |
| | — |
| | 512 |
| | (68 | ) | | 7/31/2013 | | 1996 |
| Cequent Trailer Products | | Mosinee | | WI | | — |
| | 1,416 |
| | 3,259 |
| | — |
| | 4,675 |
| | (318 | ) | | 2/21/2014 | | 1992 |
| Charleston's | | Carmel | | IN | | — |
| | 140 |
| | 3,016 |
| | — |
| | 3,156 |
| | (771 | ) | | 6/27/2013 | | 1995 |
| Checkers | | Huntsville | | AL | | — |
| | 689 |
| | — |
| | — |
| | 689 |
| | — |
| | 6/27/2013 | | 1995 |
| Checkers | | Hollywood | | FL | | — |
| | 160 |
| | 2,220 |
| | — |
| | 2,380 |
| | (567 | ) | | 6/27/2013 | | 1995 |
| Checkers | | Jacksonville | | FL | | — |
| | 731 |
| | 1,096 |
| | — |
| | 1,827 |
| | (258 | ) | | 7/31/2013 | | 1993 |
| Checkers | | Lauderhill | | FL | | — |
| | 280 |
| | 1,951 |
| | — |
| | 2,231 |
| | (499 | ) | | 6/27/2013 | | 1995 |
| Checkers | | Miami | | FL | | — |
| | 621 |
| | — |
| | — |
| | 621 |
| | — |
| | 7/31/2013 | | 1993 |
| Checkers | | Orlando | | FL | | — |
| | 1,033 |
| | — |
| | — |
| | 1,033 |
| | — |
| | 7/31/2013 | | 1995 |
| Checkers | | Plantation | | FL | | — |
| | 220 |
| | 1,461 |
| | — |
| | 1,681 |
| | (373 | ) | | 6/27/2013 | | 1995 |
| Checkers | | Tampa | | FL | | — |
| | 736 |
| | — |
| | — |
| | 736 |
| | — |
| | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Wendy's | | Cabot | | AR | | — |
| | 524 |
| | 707 |
| | — |
| | 1,231 |
| | (234 | ) | | 6/27/2013 | | 1991 |
| Wendy's | | Conway | | AR | | — |
| | 478 |
| | 594 |
| | — |
| | 1,072 |
| | (197 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Conway | | AR | | — |
| | 482 |
| | 833 |
| | — |
| | 1,315 |
| | (276 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Fayetteville | | AR | | — |
| | 408 |
| | 830 |
| | — |
| | 1,238 |
| | (275 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Fort Smith | | AR | | — |
| | 195 |
| | 1,186 |
| | (11 | ) | | 1,370 |
| | (394 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Fort Smith | | AR | | — |
| | 63 |
| | 1,016 |
| | — |
| | 1,079 |
| | (337 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Little Rock | | AR | | — |
| | 278 |
| | 878 |
| | — |
| | 1,156 |
| | (291 | ) | | 6/27/2013 | | 1976 |
| Wendy's | | Little Rock | | AR | | — |
| | 990 |
| | 623 |
| | — |
| | 1,613 |
| | (514 | ) | | 6/27/2013 | | 1982 |
| Wendy's | | Little Rock | | AR | | — |
| | 605 |
| | 463 |
| | — |
| | 1,068 |
| | (154 | ) | | 6/27/2013 | | 1987 |
| Wendy's | | Rogers | | AR | | — |
| | 579 |
| | 912 |
| | — |
| | 1,491 |
| | (303 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Russellville | | AR | | — |
| | 356 |
| | 638 |
| | — |
| | 994 |
| | (211 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Springdale | | AR | | — |
| | 323 |
| | 896 |
| | — |
| | 1,219 |
| | (297 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Springdale | | AR | | — |
| | 410 |
| | 821 |
| | — |
| | 1,231 |
| | (272 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Van Buren | | AR | | — |
| | 197 |
| | 748 |
| | — |
| | 945 |
| | (248 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Norwich | | CT | | — |
| | 703 |
| | 937 |
| | — |
| | 1,640 |
| | (311 | ) | | 6/27/2013 | | 1980 |
| Wendy's | | Douglasville | | GA | | — |
| | 605 |
| | 776 |
| | (12 | ) | | 1,369 |
| | (257 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Millville | | NJ | | — |
| | 373 |
| | 1,169 |
| | — |
| | 1,542 |
| | (388 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Columbia | | SC | | — |
| | 1,368 |
| | — |
| | — |
| | 1,368 |
| | (76 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | San Antonio | | TX | | — |
| | 268 |
| | 630 |
| | — |
| | 898 |
| | (209 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | San Antonio | | TX | | — |
| | 410 |
| | 451 |
| | — |
| | 861 |
| | (150 | ) | | 6/27/2013 | | 1987 |
| Wendy's | | Burlington | | WA | | — |
| | 425 |
| | 806 |
| | — |
| | 1,231 |
| | (267 | ) | | 6/27/2013 | | 1994 |
| Vacant | | Youngstown | | OH | | — |
| | 139 |
| | 232 |
| | (196 | ) | | 175 |
| | — |
| | 6/27/2013 | | 1976 |
| Whataburger | | El Campo | | TX | | — |
| | 693 |
| | 1,013 |
| | — |
| | 1,706 |
| | (336 | ) | | 6/27/2013 | | 1986 |
| Abuelo's | | Rogers | | AR | | — |
| | 825 |
| | 2,296 |
| | — |
| | 3,121 |
| | (769 | ) | | 6/27/2013 | | 2003 |
| Aliberto's Mexican Food | | Holbrook | | AZ | | — |
| | 32 |
| | 96 |
| | — |
| | 128 |
| | (32 | ) | | 6/27/2013 | | 1981 |
| Applebee's | | Brandon | | FL | | — |
| | 2,453 |
| | 3,647 |
| | — |
| | 6,100 |
| | (1,222 | ) | | 6/27/2013 | | 1997 |
| Applebee's | | Plant City | | FL | | — |
| | 2,079 |
| | 2,869 |
| | — |
| | 4,948 |
| | (961 | ) | | 6/27/2013 | | 2001 |
| Applebee's | | Valrico | | FL | | — |
| | 1,202 |
| | 3,274 |
| | — |
| | 4,476 |
| | (1,097 | ) | | 6/27/2013 | | 1998 |
| Applebee's | | Newton | | KS | | — |
| | 504 |
| | 1,569 |
| | — |
| | 2,073 |
| | (525 | ) | | 6/27/2013 | | 1998 |
| Applebee's | | Ocean Springs | | MS | | — |
| | 673 |
| | 1,708 |
| | (1,359 | ) | | 1,022 |
| | (42 | ) | | 6/27/2013 | | 2000 |
| Applebee's | | Corpus Christi | | TX | | — |
| | 563 |
| | 2,926 |
| | — |
| | 3,489 |
| | (980 | ) | | 6/27/2013 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Applebee's | | Edinburg | | TX | | — |
| | 898 |
| | 2,058 |
| | — |
| | 2,956 |
| | (689 | ) | | 6/27/2013 | | 2006 |
| Applebee's | | McAllen | | TX | | — |
| | 1,114 |
| | 1,988 |
| | — |
| | 3,102 |
| | (666 | ) | | 6/27/2013 | | 1993 |
| Applebee's | | New Braunfels | | TX | | — |
| | 566 |
| | 1,486 |
| | — |
| | 2,052 |
| | (498 | ) | | 6/27/2013 | | 1995 |
| Applebee's | | San Antonio | | TX | | — |
| | 732 |
| | 1,796 |
| | — |
| | 2,528 |
| | (601 | ) | | 6/27/2013 | | 2003 |
| Arby's | | Alexander City | | AL | | — |
| | 527 |
| | 401 |
| | — |
| | 928 |
| | (133 | ) | | 6/27/2013 | | 1999 |
| Arby's | | Kennesaw | | GA | | — |
| | 583 |
| | 840 |
| | — |
| | 1,423 |
| | (279 | ) | | 6/27/2013 | | 1984 |
| Arby's | | Richmond Hill | | GA | | — |
| | 430 |
| | 755 |
| | — |
| | 1,185 |
| | (250 | ) | | 6/27/2013 | | 1984 |
| Arby's | | Mount Vernon | | IL | | — |
| | 911 |
| | 764 |
| | — |
| | 1,675 |
| | (254 | ) | | 6/27/2013 | | 1999 |
| Arby's | | New Albany | | IN | | — |
| | 456 |
| | 470 |
| | — |
| | 926 |
| | (156 | ) | | 6/27/2013 | | 2005 |
| Arby's | | New Albany | | IN | | — |
| | 325 |
| | 465 |
| | — |
| | 790 |
| | (154 | ) | | 6/27/2013 | | 1995 |
| Arby's | | Scottsburg | | IN | | — |
| | 526 |
| | 445 |
| | — |
| | 971 |
| | (148 | ) | | 6/27/2013 | | 1989 |
| Arby's | | Corinth | | MS | | — |
| | 753 |
| | 429 |
| | — |
| | 1,182 |
| | (142 | ) | | 6/27/2013 | | 1984 |
| Black Meg 43 | | Copperas Cove | | TX | | — |
| | 151 |
| | 151 |
| | (105 | ) | | 197 |
| | (6 | ) | | 6/27/2013 | | 1979 |
| Bojangles | | Hickory | | NC | | — |
| | 749 |
| | 1,789 |
| | — |
| | 2,538 |
| | (593 | ) | | 6/27/2013 | | 1973 |
| Bojangles | | Taylorsville | | NC | | — |
| | 436 |
| | 1,108 |
| | — |
| | 1,544 |
| | (367 | ) | | 6/27/2013 | | 1987 |
| Burger King | | Denver | | CO | | — |
| | 872 |
| | 1,242 |
| | — |
| | 2,114 |
| | (412 | ) | | 6/27/2013 | | 1994 |
| Burger King | | Clearwater | | FL | | — |
| | 981 |
| | 591 |
| | — |
| | 1,572 |
| | (196 | ) | | 6/27/2013 | | 1980 |
| Burger King | | Alpharetta | | GA | | — |
| | 635 |
| | 865 |
| | — |
| | 1,500 |
| | (287 | ) | | 6/27/2013 | | 1998 |
| Burger King | | Alpharetta | | GA | | — |
| | 1,128 |
| | 977 |
| | — |
| | 2,105 |
| | (324 | ) | | 6/27/2013 | | 1993 |
| Burger King | | Alpharetta | | GA | | — |
| | 795 |
| | 943 |
| | — |
| | 1,738 |
| | (313 | ) | | 6/27/2013 | | 1997 |
| Burger King | | Alpharetta | | GA | | — |
| | 501 |
| | 1,219 |
| | — |
| | 1,720 |
| | (404 | ) | | 6/27/2013 | | 2001 |
| Burger King | | Martinez | | GA | | — |
| | 909 |
| | 1,350 |
| | — |
| | 2,259 |
| | (448 | ) | | 6/27/2013 | | 1998 |
| Burger King | | Thomson | | GA | | — |
| | 748 |
| | 876 |
| | — |
| | 1,624 |
| | (291 | ) | | 6/27/2013 | | 1988 |
| Burger King | | Springfield | | IL | | — |
| | 354 |
| | 677 |
| | (562 | ) | | 469 |
| | (19 | ) | | 6/27/2013 | | 1995 |
| Burger King | | Gary | | IN | | — |
| | 544 |
| | 606 |
| | — |
| | 1,150 |
| | (201 | ) | | 6/27/2013 | | 1987 |
| Burger King | | Amesbury | | MA | | — |
| | 835 |
| | 1,217 |
| | — |
| | 2,052 |
| | (404 | ) | | 6/27/2013 | | 1977 |
| Burger King | | Brandon | | MS | | — |
| | 649 |
| | 1,513 |
| | — |
| | 2,162 |
| | (502 | ) | | 6/27/2013 | | 1981 |
| Burger King | | Chadbourn | | NC | | — |
| | 353 |
| | 797 |
| | — |
| | 1,150 |
| | (264 | ) | | 6/27/2013 | | 1999 |
| Burger King | | Claremont | | NC | | — |
| | 646 |
| | 646 |
| | — |
| | 1,292 |
| | (214 | ) | | 6/27/2013 | | 2000 |
| Burger King | | Clinton | | NC | | — |
| | 494 |
| | 801 |
| | — |
| | 1,295 |
| | (266 | ) | | 6/27/2013 | | 1999 |
| Burger King | | Wilmington | | NC | | — |
| | 573 |
| | 870 |
| | — |
| | 1,443 |
| | (289 | ) | | 6/27/2013 | | 1999 |
| Burger King | | Dover | | NH | | — |
| | 1,159 |
| | 952 |
| | — |
| | 2,111 |
| | (316 | ) | | 6/27/2013 | | 1970 |
| Burger King | | Hamburg | | NY | | — |
| | 403 |
| | 383 |
| | — |
| | 786 |
| | (127 | ) | | 6/27/2013 | | 1974 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Checkers | | Fayetteville | | GA | | — |
| | 681 |
| | — |
| | — |
| | 681 |
| | — |
| | 6/27/2013 | | 1995 |
| Chedder's Casual Cafe | | Brandon | | FL | | — |
| | 860 |
| | 3,071 |
| | (2,203 | ) | | 1,728 |
| | (108 | ) | | 6/27/2013 | | 2003 |
| Chedder's Casual Cafe | | Bolingbrook | | IL | | — |
| | 1,344 |
| | 1,760 |
| | — |
| | 3,104 |
| | (458 | ) | | 6/27/2013 | | 1997 |
| Chedder's Casual Cafe | | Lubbock | | TX | | — |
| | 1,053 |
| | 2,345 |
| | — |
| | 3,398 |
| | (610 | ) | | 6/27/2013 | | 1997 |
| Chevy's | | Miami | | FL | | — |
| | 1,455 |
| | 783 |
| | — |
| | 2,238 |
| | (208 | ) | | 7/31/2013 | | 1995 |
| Chevy's | | Greenbelt | | MD | | — |
| | 530 |
| | 2,399 |
| | — |
| | 2,929 |
| | (613 | ) | | 6/27/2013 | | 1995 |
| Chevy's | | Lake Oswego | | OR | | — |
| | 590 |
| | 1,693 |
| | — |
| | 2,283 |
| | (433 | ) | | 6/27/2013 | | 1995 |
| Chicago Bridge & Iron | | Baton Rouge | | LA | | — |
| | 1,695 |
| | 12,360 |
| | (1,567 | ) | | 12,488 |
| | (955 | ) | | 3/28/2014 | | 2006 |
| Children's Courtyard | | Grand Prairie | | TX | | — |
| | 367 |
| | 1,055 |
| | — |
| | 1,422 |
| | (220 | ) | | 2/7/2014 | | 1999 |
| Childtime Childcare | | Modesto | | CA | | — |
| | 280 |
| | 1,524 |
| | — |
| | 1,804 |
| | (308 | ) | | 2/7/2014 | | 1988 |
| Childtime Childcare | | Bedford | | OH | | — |
| | 111 |
| | 852 |
| | — |
| | 963 |
| | (191 | ) | | 2/7/2014 | | 1979 |
| Childtime Childcare | | Oklahoma City | | OK | | — |
| | 124 |
| | 796 |
| | — |
| | 920 |
| | (177 | ) | | 2/7/2014 | | 1985 |
| Childtime Childcare | | Oklahoma City | | OK | | — |
| | 108 |
| | 793 |
| | — |
| | 901 |
| | (170 | ) | | 2/7/2014 | | 1986 |
| Chilis | | Fayetteville | | AR | | — |
| | 1,370 |
| | 1,714 |
| | — |
| | 3,084 |
| | (438 | ) | | 6/27/2013 | | 1995 |
| Chilis | | East Peoria | | IL | | — |
| | 1,023 |
| | 2,347 |
| | — |
| | 3,370 |
| | (611 | ) | | 6/27/2013 | | 2003 |
| Chilis | | Flanders | | NJ | | 1,508 |
| | 1,402 |
| | 842 |
| | — |
| | 2,244 |
| | (316 | ) | | 2/7/2014 | | 2003 |
| Chilis | | Amarillo | | TX | | — |
| | 811 |
| | 1,893 |
| | — |
| | 2,704 |
| | (502 | ) | | 7/31/2013 | | 1984 |
| Chilis | | Riverdale | | UT | | — |
| | 800 |
| | 899 |
| | — |
| | 1,699 |
| | (230 | ) | | 6/27/2013 | | 1995 |
| China Buffet | | Alvin | | TX | | — |
| | 110 |
| | 299 |
| | — |
| | 409 |
| | (78 | ) | | 6/27/2013 | | 1982 |
| China Buffet | | Angleton | | TX | | — |
| | 127 |
| | 272 |
| | — |
| | 399 |
| | (71 | ) | | 6/27/2013 | | 1982 |
| China Town Buffet | | Bismarck | | ND | | — |
| | 1,038 |
| | 1,928 |
| | — |
| | 2,966 |
| | (511 | ) | | 7/31/2013 | | 2000 |
| Chipper's Grill | | Streator | | IL | | — |
| | 190 |
| | 255 |
| | — |
| | 445 |
| | (65 | ) | | 6/27/2013 | | 1995 |
| Church's Chicken | | Atmore | | AL | | — |
| | 144 |
| | 574 |
| | — |
| | 718 |
| | (135 | ) | | 7/31/2013 | | 1976 |
| Church's Chicken | | Bay Minette | | AL | | — |
| | 134 |
| | 757 |
| | — |
| | 891 |
| | (178 | ) | | 7/31/2013 | | 2003 |
| Church's Chicken | | Flomaton | | AL | | — |
| | 173 |
| | 518 |
| | — |
| | 691 |
| | (122 | ) | | 7/31/2013 | | 1981 |
| Church's Chicken | | Jackson | | AL | | — |
| | 127 |
| | 719 |
| | — |
| | 846 |
| | (169 | ) | | 7/31/2013 | | 1982 |
| Church's Chicken | | Orlando | | FL | | — |
| | 254 |
| | 380 |
| | — |
| | 634 |
| | (89 | ) | | 7/31/2013 | | 1984 |
| Church's Chicken | | Augusta | | GA | | — |
| | 178 |
| | 533 |
| | (591 | ) | | 120 |
| | — |
| | 7/31/2013 | | 1981 |
| Church's Chicken | | Augusta | | GA | | — |
| | 256 |
| | 597 |
| | — |
| | 853 |
| | (140 | ) | | 7/31/2013 | | 1976 |
| Church's Chicken | | Augusta | | GA | | — |
| | 178 |
| | 414 |
| | (525 | ) | | 67 |
| | — |
| | 7/31/2013 | | 1978 |
| Church's Chicken | | Augusta | | GA | | — |
| | 196 |
| | 458 |
| | — |
| | 654 |
| | (108 | ) | | 7/31/2013 | | 1984 |
| Church's Chicken | | Anderson | | SC | | — |
| | 647 |
| | 277 |
| | (648 | ) | | 276 |
| | (1 | ) | | 7/31/2013 | | 1981 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Burger King | | Austin | | TX | | — |
| | 666 |
| | 999 |
| | (516 | ) | | 1,149 |
| | (161 | ) | | 6/27/2013 | | 1998 |
| Burger King | | Germantown | | WI | | — |
| | 644 |
| | 1,300 |
| | 200 |
| | 2,144 |
| | (431 | ) | | 6/27/2013 | | 1986 |
| Burger King | | Marshfield | | WI | | — |
| | 232 |
| | 885 |
| | — |
| | 1,117 |
| | (294 | ) | | 6/27/2013 | | 1986 |
| Burger King | | Weston | | WI | | — |
| | 329 |
| | 718 |
| | — |
| | 1,047 |
| | (238 | ) | | 6/27/2013 | | 1987 |
| Captain D's | | Florence | | KY | | — |
| | 248 |
| | 325 |
| | — |
| | 573 |
| | (108 | ) | | 6/27/2013 | | 1981 |
| Carl's Jr. | | Purcell | | OK | | — |
| | 77 |
| | 513 |
| | — |
| | 590 |
| | (170 | ) | | 6/27/2013 | | 1980 |
| Vacant | | Brandon | | FL | | — |
| | 860 |
| | 3,071 |
| | (2,202 | ) | | 1,729 |
| | (229 | ) | | 6/27/2013 | | 2003 |
| Chedder's Casual Cafe | | Bolingbrook | | IL | | — |
| | 1,344 |
| | 1,760 |
| | — |
| | 3,104 |
| | (590 | ) | | 6/27/2013 | | 1997 |
| Chedder's Casual Cafe | | Lubbock | | TX | | — |
| | 1,053 |
| | 2,345 |
| | — |
| | 3,398 |
| | (785 | ) | | 6/27/2013 | | 1997 |
| Chilis | | East Peoria | | IL | | — |
| | 1,023 |
| | 2,347 |
| | — |
| | 3,370 |
| | (786 | ) | | 6/27/2013 | | 2003 |
| China Buffet | | Alvin | | TX | | — |
| | 110 |
| | 299 |
| | — |
| | 409 |
| | (100 | ) | | 6/27/2013 | | 1982 |
| China Buffet | | Angleton | | TX | | — |
| | 127 |
| | 272 |
| | — |
| | 399 |
| | (91 | ) | | 6/27/2013 | | 1982 |
| Denny's | | Marion | | OH | | — |
| | 115 |
| | 390 |
| | — |
| | 505 |
| | (131 | ) | | 6/27/2013 | | 1989 |
| Furr's | | Garland | | TX | | — |
| | 1,529 |
| | 3,715 |
| | — |
| | 5,244 |
| | (1,244 | ) | | 6/27/2013 | | 2008 |
| Golden Corral | | Gilbert | | AZ | | — |
| | 871 |
| | 2,910 |
| | — |
| | 3,781 |
| | (975 | ) | | 6/27/2013 | | 2006 |
| Golden Corral | | Goodyear | | AZ | | — |
| | 686 |
| | 1,939 |
| | — |
| | 2,625 |
| | (649 | ) | | 6/27/2013 | | 2006 |
| Golden Corral | | Surprise | | AZ | | — |
| | 1,258 |
| | 4,068 |
| | — |
| | 5,326 |
| | (1,363 | ) | | 6/27/2013 | | 2007 |
| Golden Corral | | Palatka | | FL | | — |
| | 853 |
| | 1,048 |
| | (471 | ) | | 1,430 |
| | (183 | ) | | 6/27/2013 | | 1997 |
| Golden Corral | | Zanesville | | OH | | — |
| | 487 |
| | 2,030 |
| | — |
| | 2,517 |
| | (680 | ) | | 6/27/2013 | | 2002 |
| Hardee's | | Pace | | FL | | — |
| | 419 |
| | 435 |
| | — |
| | 854 |
| | (144 | ) | | 6/27/2013 | | 1991 |
| Hardee's | | Williston | | FL | | — |
| | 395 |
| | 553 |
| | — |
| | 948 |
| | (184 | ) | | 6/27/2013 | | 1992 |
| Hardee's | | Sparta | | NC | | — |
| | 372 |
| | 346 |
| | — |
| | 718 |
| | (115 | ) | | 6/27/2013 | | 1983 |
| Hardee's | | Erwin | | TN | | — |
| | 346 |
| | 406 |
| | — |
| | 752 |
| | (135 | ) | | 6/27/2013 | | 1982 |
| Vacant | | Auburn | | AL | | — |
| | 1,111 |
| | 933 |
| | — |
| | 2,044 |
| | (313 | ) | | 6/27/2013 | | 1998 |
| Vacant | | Montgomery | | AL | | — |
| | 941 |
| | — |
| | (591 | ) | | 350 |
| | — |
| | 6/27/2013 | | 1998 |
| IHOP | | Bossier City | | LA | | — |
| | 541 |
| | 1,342 |
| | — |
| | 1,883 |
| | (449 | ) | | 6/27/2013 | | 1998 |
| Johnny Carinos | | Rogers | | AR | | — |
| | 997 |
| | 2,540 |
| | — |
| | 3,537 |
| | (851 | ) | | 6/27/2013 | | 2001 |
| Johnny Carinos | | Houston | | TX | | — |
| | 1,328 |
| | 2,656 |
| | — |
| | 3,984 |
| | (890 | ) | | 6/27/2013 | | 2002 |
| Kentucky Fried Chicken | | Bloomington | | IL | | — |
| | 576 |
| | 1,466 |
| | — |
| | 2,042 |
| | (486 | ) | | 6/27/2013 | | 2004 |
| Kentucky Fried Chicken | | Decatur | | IL | | — |
| | 276 |
| | 1,619 |
| | — |
| | 1,895 |
| | (537 | ) | | 6/27/2013 | | 2001 |
| Kentucky Fried Chicken / A&W | | Granite City | | IL | | — |
| | 102 |
| | 1,083 |
| | — |
| | 1,185 |
| | (359 | ) | | 6/27/2013 | | 1987 |
| Kentucky Fried Chicken | | Crawfordsville | | IN | | — |
| | 159 |
| | 1,068 |
| | — |
| | 1,227 |
| | (354 | ) | | 6/27/2013 | | 1979 |
| Kentucky Fried Chicken | | Franklin | | IN | | — |
| | 205 |
| | 1,375 |
| | — |
| | 1,580 |
| | (456 | ) | | 6/27/2013 | | 1976 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Church's Chicken | | Charleston | | SC | | — |
| | 421 |
| | 344 |
| | — |
| | 765 |
| | (81 | ) | | 7/31/2013 | | 1973 |
| Church's Chicken | | Charleston | | SC | | — |
| | 500 |
| | 167 |
| | — |
| | 667 |
| | (39 | ) | | 7/31/2013 | | 1979 |
| Church's Chicken | | Columbia | | SC | | — |
| | 437 |
| | 437 |
| | (486 | ) | | 388 |
| | — |
| | 7/31/2013 | | 1978 |
| Church's Chicken | | Columbia | | SC | | — |
| | 231 |
| | 428 |
| | (393 | ) | | 266 |
| | — |
| | 7/31/2013 | | 1977 |
| Church's Chicken | | Greenville | | SC | | — |
| | 280 |
| | 342 |
| | (482 | ) | | 140 |
| | — |
| | 7/31/2013 | | 1970 |
| Church's Chicken | | Greenville | | SC | | — |
| | 254 |
| | 472 |
| | — |
| | 726 |
| | (111 | ) | | 7/31/2013 | | 2009 |
| Church's Chicken | | Greenville | | SC | | — |
| | 325 |
| | 487 |
| | (458 | ) | | 354 |
| | — |
| | 7/31/2013 | | 1984 |
| Church's Chicken | | Greenwood | | SC | | — |
| | 188 |
| | 349 |
| | (390 | ) | | 147 |
| | (1 | ) | | 7/31/2013 | | 2002 |
| Church's Chicken | | North Charleston | | SC | | — |
| | 302 |
| | 302 |
| | — |
| | 604 |
| | (71 | ) | | 7/31/2013 | | 1976 |
| Church's Chicken | | North Charleston | | SC | | — |
| | 407 |
| | 407 |
| | — |
| | 814 |
| | (96 | ) | | 7/31/2013 | | 1977 |
| Church's Chicken | | Orangeburg | | SC | | — |
| | 407 |
| | 271 |
| | (322 | ) | | 356 |
| | — |
| | 7/31/2013 | | 1985 |
| Church's Chicken | | Spartanburg | | SC | | — |
| | 411 |
| | 274 |
| | (528 | ) | | 157 |
| | — |
| | 7/31/2013 | | 1972 |
| Church's Chicken | | Spartanburg | | SC | | — |
| | 350 |
| | 525 |
| | (431 | ) | | 444 |
| | — |
| | 7/31/2013 | | 1978 |
| Cigna | | Phoenix | | AZ | | — |
| | 6,194 |
| | 16,215 |
| | — |
| | 22,409 |
| | (3,018 | ) | | 2/7/2014 | | 2012 |
| Cigna | | Plano | | TX | | — |
| | 10,036 |
| | 42,676 |
| | — |
| | 52,712 |
| | (8,036 | ) | | 2/7/2014 | | 2009 |
| Circle K | | Phoenix | | AZ | | — |
| | 344 |
| | 1,377 |
| | — |
| | 1,721 |
| | (411 | ) | | 5/4/2012 | | 1986 |
| Circle K | | Martinez | | GA | | — |
| | 348 |
| | 813 |
| | — |
| | 1,161 |
| | (237 | ) | | 8/28/2012 | | 2003 |
| Circle K | | Martinez | | GA | | — |
| | 293 |
| | 329 |
| | — |
| | 622 |
| | (62 | ) | | 9/26/2014 | | 1993 |
| Circle K | | Thomson | | GA | | — |
| | 637 |
| | 340 |
| | — |
| | 977 |
| | (66 | ) | | 9/26/2014 | | 1990 |
| Circle K | | Akron | | OH | | — |
| | 675 |
| | 1,254 |
| | — |
| | 1,929 |
| | (362 | ) | | 9/27/2012 | | 1996 |
| Citizens Bank | | Colchester | | CT | | — |
| | 185 |
| | 1,049 |
| | — |
| | 1,234 |
| | (290 | ) | | 9/28/2012 | | 2012 |
| Citizens Bank | | Deep River | | CT | | — |
| | 453 |
| | 1,812 |
| | — |
| | 2,265 |
| | (500 | ) | | 9/28/2012 | | 1851 |
| Citizens Bank | | East Hampton | | CT | | — |
| | 312 |
| | 935 |
| | — |
| | 1,247 |
| | (269 | ) | | 4/26/2012 | | 1984 |
| Citizens Bank | | East Lyme | | CT | | — |
| | 258 |
| | 1,032 |
| | — |
| | 1,290 |
| | (285 | ) | | 9/28/2012 | | 1972 |
| Citizens Bank | | Hamden | | CT | | — |
| | 581 |
| | 475 |
| | — |
| | 1,056 |
| | (131 | ) | | 9/28/2012 | | 1995 |
| Citizens Bank | | Higganum | | CT | | — |
| | 171 |
| | 971 |
| | — |
| | 1,142 |
| | (338 | ) | | 8/1/2010 | | 1995 |
| Citizens Bank | | Montville | | CT | | — |
| | 413 |
| | 2,342 |
| | — |
| | 2,755 |
| | (646 | ) | | 9/28/2012 | | 1984 |
| Citizens Bank | | Stonington | | CT | | — |
| | 190 |
| | 1,079 |
| | — |
| | 1,269 |
| | (298 | ) | | 9/28/2012 | | 1984 |
| Citizens Bank | | Stonington | | CT | | — |
| | 104 |
| | 937 |
| | (405 | ) | | 636 |
| | — |
| | 12/14/2012 | | 1982 |
| Citizens Bank | | Lewes | | DE | | — |
| | 102 |
| | 916 |
| | — |
| | 1,018 |
| | (239 | ) | | 2/22/2013 | | 1968 |
| Citizens Bank | | Wilmington | | DE | | — |
| | 299 |
| | 299 |
| | — |
| | 598 |
| | (86 | ) | | 4/26/2012 | | 1967 |
| Citizens Bank | | Dorchester | | MA | | — |
| | 386 |
| | 386 |
| | — |
| | 772 |
| | (111 | ) | | 4/26/2012 | | 1960 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Kentucky Fried Chicken | | Greenwood | | IN | | — |
| | 339 |
| | 1,405 |
| | — |
| | 1,744 |
| | (466 | ) | | 6/27/2013 | | 1976 |
| Kentucky Fried Chicken / A&W | | Allison Park | | PA | | — |
| | 246 |
| | 683 |
| | — |
| | 929 |
| | (227 | ) | | 6/27/2013 | | 1978 |
| Kentucky Fried Chicken | | Germantown | | WI | | — |
| | 368 |
| | 913 |
| | — |
| | 1,281 |
| | (303 | ) | | 6/27/2013 | | 1989 |
| Kentucky Fried Chicken | | Green Bay | | WI | | — |
| | 208 |
| | 1,022 |
| | — |
| | 1,230 |
| | (339 | ) | | 6/27/2013 | | 1986 |
| Kentucky Fried Chicken | | Milwaukee | | WI | | — |
| | 396 |
| | 773 |
| | — |
| | 1,169 |
| | (256 | ) | | 6/27/2013 | | 1991 |
| Kentucky Fried Chicken | | Milwaukee | | WI | | — |
| | 281 |
| | 795 |
| | — |
| | 1,076 |
| | (264 | ) | | 6/27/2013 | | 1992 |
| Kentucky Fried Chicken | | Milwaukee | | WI | | — |
| | 89 |
| | 750 |
| | — |
| | 839 |
| | (249 | ) | | 6/27/2013 | | 1989 |
| Kentucky Fried Chicken | | Milwaukee | | WI | | — |
| | 197 |
| | 975 |
| | — |
| | 1,172 |
| | (323 | ) | | 6/27/2013 | | 1991 |
| Kentucky Fried Chicken | | Milwaukee | | WI | | — |
| | 138 |
| | 924 |
| | — |
| | 1,062 |
| | (306 | ) | | 6/27/2013 | | 1992 |
| Kentucky Fried Chicken | | South Milwaukee | | WI | | — |
| | 197 |
| | 695 |
| | — |
| | 892 |
| | (231 | ) | | 6/27/2013 | | 1993 |
| Kentucky Fried Chicken | | Wauwatosa | | WI | | — |
| | 135 |
| | 615 |
| | — |
| | 750 |
| | (204 | ) | | 6/27/2013 | | 1992 |
| Kentucky Fried Chicken | | West Bend | | WI | | — |
| | 185 |
| | 705 |
| | — |
| | 890 |
| | (234 | ) | | 6/27/2013 | | 1972 |
| Kentucky Fried Chicken | | Charleston | | IL | | — |
| | 282 |
| | 1,514 |
| | — |
| | 1,796 |
| | (502 | ) | | 6/27/2013 | | 2003 |
| Long John Silver's / A&W | | Collinsville | | IL | | — |
| | 220 |
| | 940 |
| | — |
| | 1,160 |
| | (312 | ) | | 6/27/2013 | | 2006 |
| Long John Silver's / A&W | | Fairview Heights | | IL | | — |
| | 258 |
| | 525 |
| | — |
| | 783 |
| | (174 | ) | | 6/27/2013 | | 1976 |
| Long John Silver's / A&W | | Jacksonville | | IL | | — |
| | 171 |
| | 431 |
| | — |
| | 602 |
| | (143 | ) | | 6/27/2013 | | 1978 |
| Long John Silver's / A&W | | Litchfield | | IL | | — |
| | 194 |
| | 996 |
| | — |
| | 1,190 |
| | (330 | ) | | 6/27/2013 | | 1986 |
| Long John Silver's / A&W | | Marion | | IL | | — |
| | 305 |
| | 1,059 |
| | (924 | ) | | 440 |
| | (15 | ) | | 6/27/2013 | | 1983 |
| Long John Silver's / A&W | | Mount Carmel | | IL | | — |
| | 105 |
| | 484 |
| | — |
| | 589 |
| | (161 | ) | | 6/27/2013 | | 1977 |
| Long John Silver's / A&W | | Vandalia | | IL | | — |
| | 101 |
| | 484 |
| | (376 | ) | | 209 |
| | (8 | ) | | 6/27/2013 | | 1976 |
| Long John Silver's / A&W | | West Frankfort | | IL | | — |
| | 244 |
| | 996 |
| | (836 | ) | | 404 |
| | (14 | ) | | 6/27/2013 | | 1977 |
| Long John Silver's / A&W | | Wood River | | IL | | — |
| | 251 |
| | 314 |
| | — |
| | 565 |
| | (104 | ) | | 6/27/2013 | | 1975 |
| Long John Silver's / A&W | | Garden City | | KS | | — |
| | 120 |
| | 530 |
| | — |
| | 650 |
| | (176 | ) | | 6/27/2013 | | 1978 |
| Long John Silver's / A&W | | Hays | | KS | | — |
| | 160 |
| | 624 |
| | — |
| | 784 |
| | (207 | ) | | 6/27/2013 | | 1994 |
| Vacant | | Englewood | | OH | | — |
| | 547 |
| | — |
| | (451 | ) | | 96 |
| | — |
| | 6/27/2013 | | 1974 |
| Long John Silver's / A&W | | Fairborn | | OH | | — |
| | 103 |
| | 300 |
| | — |
| | 403 |
| | (99 | ) | | 6/27/2013 | | 1976 |
| Long John Silver's / A&W | | Austin | | TX | | — |
| | 459 |
| | 477 |
| | — |
| | 936 |
| | (158 | ) | | 6/27/2013 | | 1993 |
| Long John Silver's / KFC | | Green Bay | | WI | | — |
| | 748 |
| | 563 |
| | — |
| | 1,311 |
| | (187 | ) | | 6/27/2013 | | 1978 |
| Los Tios Mexican Restaurant | | Dalton | | OH | | — |
| | 18 |
| | 30 |
| | — |
| | 48 |
| | (10 | ) | | 6/27/2013 | | 1990 |
| McDonald's | | Scotland Neck | | NC | | — |
| | 320 |
| | — |
| | — |
| | 320 |
| | — |
| | 6/27/2013 | | 2005 |
| O'Charley's | | Dalton | | GA | | — |
| | 406 |
| | 1,817 |
| | — |
| | 2,223 |
| | (609 | ) | | 6/27/2013 | | 1993 |
| O'Charley's | | Tucker | | GA | | — |
| | 1,037 |
| | 866 |
| | — |
| | 1,903 |
| | (290 | ) | | 6/27/2013 | | 1993 |
| PDM Realty | | Kingston | | PA | | — |
| | 29 |
| | — |
| | — |
| | 29 |
| | — |
| | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Citizens Bank | | Ludlow | | MA | | — |
| | 810 |
| | 540 |
| | — |
| | 1,350 |
| | (149 | ) | | 9/28/2012 | | 1995 |
| Citizens Bank | | Malden | | MA | | — |
| | 488 |
| | 596 |
| | — |
| | 1,084 |
| | (165 | ) | | 9/28/2012 | | 1920 |
| Citizens Bank | | Malden | | MA | | 1,697 |
| | 484 |
| | 1,935 |
| | — |
| | 2,419 |
| | (534 | ) | | 9/28/2012 | | 1988 |
| Citizens Bank | | Medford | | MA | | 1,194 |
| | 589 |
| | 1,094 |
| | — |
| | 1,683 |
| | (302 | ) | | 9/28/2012 | | 1938 |
| Citizens Bank | | Milton | | MA | | 2,244 |
| | 619 |
| | 2,476 |
| | — |
| | 3,095 |
| | (666 | ) | | 12/14/2012 | | 1968 |
| Citizens Bank | | New Bedford | | MA | | — |
| | 297 |
| | 694 |
| | — |
| | 991 |
| | (191 | ) | | 9/28/2012 | | 1983 |
| Citizens Bank | | Randolph | | MA | | 1,383 |
| | 480 |
| | 1,439 |
| | — |
| | 1,919 |
| | (397 | ) | | 9/28/2012 | | 1979 |
| Citizens Bank | | Somerville | | MA | | — |
| | 561 |
| | 561 |
| | — |
| | 1,122 |
| | (155 | ) | | 9/28/2012 | | 1940 |
| Citizens Bank | | South Dennis | | MA | | — |
| | — |
| | 1,294 |
| | — |
| | 1,294 |
| | (348 | ) | | 12/14/2012 | | 1986 |
| Citizens Bank | | Springfield | | MA | | — |
| | 187 |
| | 747 |
| | — |
| | 934 |
| | (185 | ) | | 5/10/2013 | | 1975 |
| Citizens Bank | | Winthrop | | MA | | — |
| | 390 |
| | 724 |
| | — |
| | 1,114 |
| | (200 | ) | | 9/28/2012 | | 1974 |
| Citizens Bank | | Woburn | | MA | | — |
| | 350 |
| | 816 |
| | — |
| | 1,166 |
| | (220 | ) | | 12/14/2012 | | 1991 |
| Citizens Bank | | Clinton Township | | MI | | — |
| | 574 |
| | 3,250 |
| | — |
| | 3,824 |
| | (1,137 | ) | | 8/1/2010 | | 1970 |
| Citizens Bank | | Dearborn | | MI | | — |
| | 434 |
| | 2,461 |
| | — |
| | 2,895 |
| | (809 | ) | | 8/1/2010 | | 1977 |
| Citizens Bank | | Dearborn | | MI | | — |
| | 385 |
| | 2,184 |
| | — |
| | 2,569 |
| | (718 | ) | | 8/1/2010 | | 1974 |
| Citizens Bank | | Detroit | | MI | | — |
| | 112 |
| | 636 |
| | (559 | ) | | 189 |
| | (2 | ) | | 8/1/2010 | | 1958 |
| Citizens Bank | | Farmington | | MI | | — |
| | 303 |
| | 707 |
| | — |
| | 1,010 |
| | (190 | ) | | 12/14/2012 | | 1962 |
| Citizens Bank | | Grosse Pointe | | MI | | — |
| | 410 |
| | 2,322 |
| | — |
| | 2,732 |
| | (800 | ) | | 8/1/2010 | | 1975 |
| Citizens Bank | | Lathrup Village | | MI | | — |
| | 283 |
| | 1,602 |
| | — |
| | 1,885 |
| | (558 | ) | | 8/1/2010 | | 1980 |
| Citizens Bank | | Livonia | | MI | | — |
| | 261 |
| | 1,476 |
| | — |
| | 1,737 |
| | (519 | ) | | 8/1/2010 | | 1959 |
| Citizens Bank | | Richmond | | MI | | — |
| | 168 |
| | 951 |
| | — |
| | 1,119 |
| | (334 | ) | | 8/1/2010 | | 1980 |
| Citizens Bank | | Southfield | | MI | | — |
| | 283 |
| | 1,605 |
| | (1,206 | ) | | 682 |
| | (4 | ) | | 8/1/2010 | | 1975 |
| Citizens Bank | | St. Clair Shores | | MI | | — |
| | 309 |
| | 1,748 |
| | — |
| | 2,057 |
| | (614 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Troy | | MI | | — |
| | 312 |
| | 935 |
| | — |
| | 1,247 |
| | (252 | ) | | 12/14/2012 | | 1980 |
| Citizens Bank | | Utica | | MI | | — |
| | 376 |
| | 2,133 |
| | — |
| | 2,509 |
| | (735 | ) | | 8/1/2010 | | 1982 |
| Citizens Bank | | Warren | | MI | | — |
| | 178 |
| | 1,009 |
| | — |
| | 1,187 |
| | (351 | ) | | 8/1/2010 | | 1963 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Pizza Hut/WingStreet | | Jackson | | GA | | — |
| | 673 |
| | 735 |
| | — |
| | 1,408 |
| | (244 | ) | | 6/27/2013 | | 1987 |
| Pizza Hut/WingStreet | | Louisville | | KY | | — |
| | 539 |
| | 499 |
| | — |
| | 1,038 |
| | (166 | ) | | 6/27/2013 | | 1975 |
| Pizza Hut/WingStreet | | Delaware | | OH | | — |
| | 270 |
| | 721 |
| | — |
| | 991 |
| | (239 | ) | | 6/27/2013 | | 1975 |
| Pizza Hut/WingStreet | | Box Elder | | SD | | — |
| | 68 |
| | 217 |
| | (152 | ) | | 133 |
| | (1 | ) | | 6/27/2013 | | 1985 |
| Pizza Hut/WingStreet | | Crystal City | | TX | | — |
| | 148 |
| | 453 |
| | — |
| | 601 |
| | (150 | ) | | 6/27/2013 | | 1981 |
| Ponderosa | | Scottsburg | | IN | | — |
| | 430 |
| | 141 |
| | — |
| | 571 |
| | (47 | ) | | 6/27/2013 | | 1985 |
| Popeyes | | Brandon | | FL | | — |
| | 776 |
| | 961 |
| | — |
| | 1,737 |
| | (319 | ) | | 6/27/2013 | | 1978 |
| Popeyes | | Tampa | | FL | | — |
| | 673 |
| | 1,065 |
| | — |
| | 1,738 |
| | (353 | ) | | 6/27/2013 | | 1976 |
| Popeyes | | Winter Haven | | FL | | — |
| | 484 |
| | 1,001 |
| | — |
| | 1,485 |
| | (332 | ) | | 6/27/2013 | | 1976 |
| Popeyes | | Bayou Vista | | LA | | — |
| | 375 |
| | 709 |
| | — |
| | 1,084 |
| | (235 | ) | | 6/27/2013 | | 1985 |
| Popeyes | | Franklin | | LA | | — |
| | 283 |
| | 538 |
| | — |
| | 821 |
| | (178 | ) | | 6/27/2013 | | 1985 |
| Popeyes | | Lafayette | | LA | | — |
| | 434 |
| | 899 |
| | — |
| | 1,333 |
| | (298 | ) | | 6/27/2013 | | 1993 |
| Popeyes | | Lafayette | | LA | | — |
| | 473 |
| | 901 |
| | — |
| | 1,374 |
| | (299 | ) | | 6/27/2013 | | 1996 |
| Popeyes | | Marksville | | LA | | — |
| | 487 |
| | 1,129 |
| | — |
| | 1,616 |
| | (374 | ) | | 6/27/2013 | | 1987 |
| Popeyes | | Greenville | | MS | | — |
| | 513 |
| | 977 |
| | — |
| | 1,490 |
| | (324 | ) | | 6/27/2013 | | 1984 |
| Popeyes | | Port Arthur | | TX | | — |
| | 408 |
| | 589 |
| | — |
| | 997 |
| | (195 | ) | | 6/27/2013 | | 1984 |
| Popeyes | | Newport News | | VA | | — |
| | 381 |
| | 217 |
| | — |
| | 598 |
| | (72 | ) | | 6/27/2013 | | 2002 |
| Popeyes | | Portsmouth | | VA | | — |
| | 369 |
| | 230 |
| | — |
| | 599 |
| | (76 | ) | | 6/27/2013 | | 2002 |
| Blue Goose Cantina Mexican | | Grapevine | | TX | | — |
| | 572 |
| | 868 |
| | — |
| | 1,440 |
| | (291 | ) | | 6/27/2013 | | 1999 |
| Schlotzsky's | | Colorado Springs | | CO | | — |
| | 530 |
| | 530 |
| | — |
| | 1,060 |
| | (176 | ) | | 6/27/2013 | | 1997 |
| Sonic Drive-In | | Wadesboro | | NC | | — |
| | 137 |
| | 266 |
| | — |
| | 403 |
| | (88 | ) | | 6/27/2013 | | 2007 |
| TGI Fridays | | Blasdell | | NY | | — |
| | 1,215 |
| | 1,913 |
| | — |
| | 3,128 |
| | (641 | ) | | 6/27/2013 | | 2000 |
| Taco Bell | | Cullman | | AL | | — |
| | 375 |
| | 1,053 |
| | (940 | ) | | 488 |
| | — |
| | 6/27/2013 | | 1988 |
| Taco Bell | | Hartselle | | AL | | — |
| | 378 |
| | 781 |
| | — |
| | 1,159 |
| | (259 | ) | | 6/27/2013 | | 1996 |
| Taco Bell | | Jasper | | AL | | — |
| | 445 |
| | 814 |
| | — |
| | 1,259 |
| | (270 | ) | | 6/27/2013 | | 1987 |
| Taco Bell | | Corona | | CA | | — |
| | 306 |
| | 1,138 |
| | — |
| | 1,444 |
| | (377 | ) | | 6/27/2013 | | 1990 |
| Taco Bell | | Fairfield | | CA | | — |
| | 500 |
| | 1,327 |
| | — |
| | 1,827 |
| | (440 | ) | | 6/27/2013 | | 1985 |
| Taco Bell | | Fontana | | CA | | — |
| | 524 |
| | 1,016 |
| | — |
| | 1,540 |
| | (337 | ) | | 6/27/2013 | | 1992 |
| Taco Bell | | Moreno Valley | | CA | | — |
| | 367 |
| | 998 |
| | — |
| | 1,365 |
| | (331 | ) | | 6/27/2013 | | 1992 |
| Taco Bell | | Rancho Cucamonga | | CA | | — |
| | 415 |
| | 1,210 |
| | — |
| | 1,625 |
| | (401 | ) | | 6/27/2013 | | 1992 |
| Taco Bell | | Vacaville | | CA | | — |
| | 522 |
| | 1,513 |
| | — |
| | 2,035 |
| | (502 | ) | | 6/27/2013 | | 1985 |
| Taco Bell | | Vacaville | | CA | | — |
| | 1,184 |
| | 1,375 |
| | — |
| | 2,559 |
| | (456 | ) | | 6/27/2013 | | 1994 |
| Taco Bell | | Kennesaw | | GA | | — |
| | 162 |
| | 601 |
| | — |
| | 763 |
| | (199 | ) | | 6/27/2013 | | 1984 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Citizens Bank | | Keene | | NH | | 1,885 |
| | 132 |
| | 2,511 |
| | — |
| | 2,643 |
| | (676 | ) | | 12/14/2012 | | 1900 |
| Citizens Bank | | Manchester | | NH | | — |
| | 640 |
| | 782 |
| | — |
| | 1,422 |
| | (216 | ) | | 9/28/2012 | | 1941 |
| Citizens Bank | | Manchester | | NH | | — |
| | — |
| | 1,568 |
| | — |
| | 1,568 |
| | (422 | ) | | 12/14/2012 | | 1995 |
| Citizens Bank | | Pelham | | NH | | — |
| | 113 |
| | 340 |
| | — |
| | 453 |
| | (98 | ) | | 4/26/2012 | | 1983 |
| Citizens Bank | | Pittsfield | | NH | | — |
| | 160 |
| | 908 |
| | — |
| | 1,068 |
| | (316 | ) | | 8/1/2010 | | 1976 |
| Citizens Bank | | Rollinsford | | NH | | — |
| | 78 |
| | 444 |
| | — |
| | 522 |
| | (154 | ) | | 8/1/2010 | | 1977 |
| Citizens Bank | | Salem | | NH | | — |
| | 328 |
| | 1,312 |
| | — |
| | 1,640 |
| | (353 | ) | | 12/14/2012 | | 1980 |
| Citizens Bank | | Haddon Heights | | NJ | | — |
| | 316 |
| | 948 |
| | — |
| | 1,264 |
| | (226 | ) | | 7/23/2013 | | 1965 |
| Citizens Bank | | Albany | | NY | | — |
| | 232 |
| | 1,315 |
| | — |
| | 1,547 |
| | (432 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Amherst | | NY | | — |
| | 238 |
| | 1,348 |
| | — |
| | 1,586 |
| | (450 | ) | | 8/1/2010 | | 1965 |
| Citizens Bank | | East Aurora | | NY | | — |
| | 162 |
| | 919 |
| | — |
| | 1,081 |
| | (307 | ) | | 8/1/2010 | | 1996 |
| Citizens Bank | | Johnstown | | NY | | — |
| | 163 |
| | 923 |
| | — |
| | 1,086 |
| | (303 | ) | | 8/1/2010 | | 1973 |
| Citizens Bank | | Port Jervis | | NY | | — |
| | 143 |
| | 811 |
| | — |
| | 954 |
| | (275 | ) | | 8/1/2010 | | 1995 |
| Citizens Bank | | Rochester | | NY | | — |
| | 166 |
| | 943 |
| | — |
| | 1,109 |
| | (315 | ) | | 8/1/2010 | | 1962 |
| Citizens Bank | | Vails Gate | | NY | | — |
| | 284 |
| | 1,610 |
| | — |
| | 1,894 |
| | (529 | ) | | 8/1/2010 | | 1995 |
| Citizens Bank | | Whitesboro | | NY | | — |
| | 130 |
| | 739 |
| | — |
| | 869 |
| | (243 | ) | | 8/1/2010 | | 1995 |
| Citizens Bank | | Alliance | | OH | | — |
| | 204 |
| | 1,156 |
| | — |
| | 1,360 |
| | (408 | ) | | 8/1/2010 | | 1972 |
| Citizens Bank | | Boardman | | OH | | — |
| | 280 |
| | 1,589 |
| | — |
| | 1,869 |
| | (561 | ) | | 8/1/2010 | | 1984 |
| Citizens Bank | | Broadview Heights | | OH | | — |
| | 201 |
| | 1,140 |
| | — |
| | 1,341 |
| | (386 | ) | | 8/1/2010 | | 1982 |
| Citizens Bank | | Brunswick | | OH | | — |
| | 186 |
| | 1,057 |
| | — |
| | 1,243 |
| | (373 | ) | | 8/1/2010 | | 2004 |
| Citizens Bank | | Cleveland | | OH | | — |
| | 239 |
| | 1,357 |
| | — |
| | 1,596 |
| | (479 | ) | | 8/1/2010 | | 1973 |
| Citizens Bank | | Cleveland | | OH | | — |
| | 210 |
| | 1,190 |
| | — |
| | 1,400 |
| | (420 | ) | | 8/1/2010 | | 1950 |
| Citizens Bank | | Cleveland | | OH | | — |
| | 182 |
| | 1,031 |
| | — |
| | 1,213 |
| | (364 | ) | | 8/1/2010 | | 1930 |
| Citizens Bank | | Fairlawn | | OH | | 1,885 |
| | 511 |
| | 2,045 |
| | — |
| | 2,556 |
| | (550 | ) | | 12/14/2012 | | 1979 |
| Citizens Bank | | Lakewood | | OH | | — |
| | 196 |
| | 1,111 |
| | — |
| | 1,307 |
| | (365 | ) | | 8/1/2010 | | 1985 |
| Citizens Bank | | Louisville | | OH | | — |
| | 191 |
| | 1,080 |
| | — |
| | 1,271 |
| | (381 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Massillon | | OH | | — |
| | 287 |
| | 1,624 |
| | — |
| | 1,911 |
| | (573 | ) | | 8/1/2010 | | 1995 |
| Citizens Bank | | Northfield | | OH | | — |
| | 317 |
| | 1,797 |
| | — |
| | 2,114 |
| | (625 | ) | | 8/1/2010 | | 1969 |
| Citizens Bank | | Parma | | OH | | — |
| | 475 |
| | 581 |
| | — |
| | 1,056 |
| | (156 | ) | | 12/14/2012 | | 1971 |
| Citizens Bank | | Parma Heights | | OH | | — |
| | 426 |
| | 638 |
| | — |
| | 1,064 |
| | (172 | ) | | 12/14/2012 | | 1957 |
| Citizens Bank | | Rocky River | | OH | | — |
| | 283 |
| | 1,602 |
| | — |
| | 1,885 |
| | (526 | ) | | 8/1/2010 | | 1972 |
| Citizens Bank | | South Russell | | OH | | — |
| | 106 |
| | 957 |
| | — |
| | 1,063 |
| | (257 | ) | | 12/14/2012 | | 1981 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Taco Bell | | North Corbin | | KY | | — |
| | 139 |
| | 1,082 |
| | — |
| | 1,221 |
| | (359 | ) | | 6/27/2013 | | 1986 |
| Kentucky Fried Chicken | | Milwaukee | | WI | | — |
| | 533 |
| | 1,055 |
| | — |
| | 1,588 |
| | (350 | ) | | 6/27/2013 | | 1978 |
| Taco Bell | | Montclair | | CA | | — |
| | 322 |
| | 900 |
| | — |
| | 1,222 |
| | (299 | ) | | 6/27/2013 | | 1996 |
| Taco Bell | | Rubidoux | | CA | | — |
| | 415 |
| | 1,223 |
| | — |
| | 1,638 |
| | (405 | ) | | 6/27/2013 | | 1992 |
| Vacant | | Belton | | MO | | — |
| | 476 |
| | 701 |
| | — |
| | 1,177 |
| | (233 | ) | | 6/27/2013 | | 2006 |
| Taco Bueno | | Frisco | | TX | | — |
| | 601 |
| | 577 |
| | — |
| | 1,178 |
| | (191 | ) | | 6/27/2013 | | 2000 |
| Something Different Grill | | Lubbock | | TX | | — |
| | 228 |
| | 561 |
| | — |
| | 789 |
| | (186 | ) | | 6/27/2013 | | 2000 |
| Taco Bueno | | N. Richland Hills | | TX | | — |
| | 423 |
| | 567 |
| | — |
| | 990 |
| | (188 | ) | | 6/27/2013 | | 2000 |
| Texas Roadhouse | | Kenosha | | WI | | — |
| | 1,061 |
| | 1,835 |
| | (14 | ) | | 2,882 |
| | (615 | ) | | 6/27/2013 | | 2001 |
| Tire Warehouse | | Fitchburg | | MA | | — |
| | 203 |
| | 704 |
| | — |
| | 907 |
| | (228 | ) | | 6/27/2013 | | 1982 |
| Tire Warehouse | | Bangor | | ME | | — |
| | 289 |
| | 1,400 |
| | — |
| | 1,689 |
| | (454 | ) | | 6/27/2013 | | 1977 |
| Wendy's | | Anniston | | AL | | — |
| | 454 |
| | 591 |
| | — |
| | 1,045 |
| | (196 | ) | | 6/27/2013 | | 1976 |
| Wendy's | | Birmingham | | AL | | — |
| | 562 |
| | 990 |
| | — |
| | 1,552 |
| | (329 | ) | | 6/27/2013 | | 2005 |
| Wendy's | | Phenix City | | AL | | — |
| | 529 |
| | 1,178 |
| | — |
| | 1,707 |
| | (391 | ) | | 6/27/2013 | | 1999 |
| Wendy's | | Pine Bluff | | AR | | — |
| | 221 |
| | 1,022 |
| | — |
| | 1,243 |
| | (339 | ) | | 6/27/2013 | | 1989 |
| Wendy's | | Stuttgart | | AR | | — |
| | 67 |
| | 1,038 |
| | — |
| | 1,105 |
| | (344 | ) | | 6/27/2013 | | 2001 |
| Vacant | | Cocoa | | FL | | — |
| | 249 |
| | 567 |
| | (591 | ) | | 225 |
| | — |
| | 6/27/2013 | | 1979 |
| Wendy's | | Indialantic | | FL | | — |
| | 592 |
| | 614 |
| | — |
| | 1,206 |
| | (204 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Lynn Haven | | FL | | — |
| | 446 |
| | 852 |
| | — |
| | 1,298 |
| | (283 | ) | | 6/27/2013 | | 2005 |
| Wendy's | | Melbourne | | FL | | — |
| | 550 |
| | 680 |
| | 1 |
| | 1,231 |
| | (226 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | New Smyrna Beach | | FL | | — |
| | 476 |
| | 394 |
| | — |
| | 870 |
| | (131 | ) | | 6/27/2013 | | 1982 |
| Wendy's | | Ormond Beach | | FL | | — |
| | 626 |
| | 561 |
| | — |
| | 1,187 |
| | (186 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Panama City(Callaway) | | FL | | — |
| | 461 |
| | 529 |
| | — |
| | 990 |
| | (175 | ) | | 6/27/2013 | | 1984 |
| Wendy's | | Panama City | | FL | | — |
| | 445 |
| | 837 |
| | — |
| | 1,282 |
| | (278 | ) | | 6/27/2013 | | 1987 |
| Wendy's | | South Daytona | | FL | | — |
| | 531 |
| | 432 |
| | — |
| | 963 |
| | (143 | ) | | 6/27/2013 | | 1980 |
| Wendy's | | Tallahassee | | FL | | — |
| | 952 |
| | 514 |
| | — |
| | 1,466 |
| | (170 | ) | | 6/27/2013 | | 1986 |
| Wendy's | | Tallahassee | | FL | | — |
| | 855 |
| | 505 |
| | — |
| | 1,360 |
| | (167 | ) | | 6/27/2013 | | 1986 |
| Wendy's | | Titusville | | FL | | — |
| | 415 |
| | 761 |
| | — |
| | 1,176 |
| | (252 | ) | | 6/27/2013 | | 1984 |
| Wendy's | | Marietta | | GA | | — |
| | 383 |
| | 506 |
| | — |
| | 889 |
| | (168 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Brunswick | | GA | | — |
| | 306 |
| | 435 |
| | — |
| | 741 |
| | (144 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Columbus | | GA | | — |
| | 701 |
| | 1,787 |
| | — |
| | 2,488 |
| | (593 | ) | | 6/27/2013 | | 1999 |
| Wendy's | | Columbus | | GA | | — |
| | 743 |
| | 1,184 |
| | 1 |
| | 1,928 |
| | (393 | ) | | 6/27/2013 | | 1988 |
| Wendy's | | Columbus | | GA | | — |
| | 478 |
| | 2,209 |
| | — |
| | 2,687 |
| | (733 | ) | | 6/27/2013 | | 2003 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Citizens Bank | | Wadsworth | | OH | | — |
| | 158 |
| | 893 |
| | — |
| | 1,051 |
| | (315 | ) | | 8/1/2010 | | 1960 |
| Citizens Bank | | Willoughby | | OH | | — |
| | 395 |
| | 2,239 |
| | — |
| | 2,634 |
| | (779 | ) | | 8/1/2010 | | 1920 |
| Citizens Bank | | Aliquippa | | PA | | — |
| | 138 |
| | 782 |
| | — |
| | 920 |
| | (210 | ) | | 12/14/2012 | | 1953 |
| Citizens Bank | | Allison Park | | PA | | — |
| | 314 |
| | 733 |
| | — |
| | 1,047 |
| | (202 | ) | | 9/28/2012 | | 1972 |
| Citizens Bank | | Altoona | | PA | | — |
| | 153 |
| | 459 |
| | — |
| | 612 |
| | (123 | ) | | 12/14/2012 | | 1971 |
| Citizens Bank | | Ambridge | | PA | | — |
| | 215 |
| | 1,217 |
| | (1,282 | ) | | 150 |
| | (4 | ) | | 8/1/2010 | | 1925 |
| Citizens Bank | | Ashley | | PA | | — |
| | 225 |
| | 675 |
| | (566 | ) | | 334 |
| | — |
| | 12/14/2012 | | 1928 |
| Citizens Bank | | Beaver Falls | | PA | | — |
| | 138 |
| | 553 |
| | — |
| | 691 |
| | (153 | ) | | 9/28/2012 | | 1995 |
| Citizens Bank | | Butler | | PA | | — |
| | 286 |
| | 1,144 |
| | — |
| | 1,430 |
| | (308 | ) | | 12/14/2012 | | 1966 |
| Citizens Bank | | Camp Hill | | PA | | — |
| | 430 |
| | 645 |
| | — |
| | 1,075 |
| | (174 | ) | | 12/14/2012 | | 1971 |
| Citizens Bank | | Carnegie | | PA | | — |
| | 73 |
| | 1,396 |
| | — |
| | 1,469 |
| | (376 | ) | | 12/14/2012 | | 1920 |
| Citizens Bank | | Dallas | | PA | | — |
| | 213 |
| | 1,205 |
| | — |
| | 1,418 |
| | (332 | ) | | 9/28/2012 | | 1949 |
| Citizens Bank | | Dillsburg | | PA | | — |
| | 232 |
| | 926 |
| | — |
| | 1,158 |
| | (249 | ) | | 12/14/2012 | | 1935 |
| Citizens Bank | | Drexel Hill | | PA | | — |
| | 266 |
| | 1,064 |
| | — |
| | 1,330 |
| | (286 | ) | | 12/14/2012 | | 1950 |
| Citizens Bank | | Erie | | PA | | — |
| | 168 |
| | 671 |
| | — |
| | 839 |
| | (181 | ) | | 12/14/2012 | | 1954 |
| Citizens Bank | | Ford City | | PA | | — |
| | 89 |
| | 802 |
| | (468 | ) | | 423 |
| | — |
| | 12/14/2012 | | 1975 |
| Citizens Bank | | Glenside | | PA | | 1,257 |
| | 343 |
| | 1,370 |
| | — |
| | 1,713 |
| | (340 | ) | | 5/22/2013 | | 1958 |
| Citizens Bank | | Greensburg | | PA | | — |
| | 45 |
| | 861 |
| | — |
| | 906 |
| | (232 | ) | | 12/14/2012 | | 1957 |
| Citizens Bank | | Havertown | | PA | | — |
| | 219 |
| | 875 |
| | — |
| | 1,094 |
| | (242 | ) | | 9/28/2012 | | 2003 |
| Citizens Bank | | Highspire | | PA | | — |
| | 216 |
| | 649 |
| | — |
| | 865 |
| | (175 | ) | | 12/14/2012 | | 1974 |
| Citizens Bank | | Homestead | | PA | | — |
| | 202 |
| | 807 |
| | — |
| | 1,009 |
| | (223 | ) | | 9/28/2012 | | 1960 |
| Citizens Bank | | Kingston | | PA | | — |
| | 404 |
| | 943 |
| | — |
| | 1,347 |
| | (254 | ) | | 12/14/2012 | | 1977 |
| Citizens Bank | | Kittanning | | PA | | — |
| | 56 |
| | 1,060 |
| | — |
| | 1,116 |
| | (285 | ) | | 12/14/2012 | | 1889 |
| Citizens Bank | | Lancaster | | PA | | — |
| | 383 |
| | 468 |
| | — |
| | 851 |
| | (129 | ) | | 9/28/2012 | | 1967 |
| Citizens Bank | | Latrobe | | PA | | — |
| | 148 |
| | 591 |
| | — |
| | 739 |
| | (159 | ) | | 12/14/2012 | | 1969 |
| Citizens Bank | | Lower Burrell | | PA | | — |
| | 180 |
| | 722 |
| | — |
| | 902 |
| | (194 | ) | | 12/14/2012 | | 1980 |
| Citizens Bank | | Matamoras | | PA | | — |
| | 509 |
| | 946 |
| | — |
| | 1,455 |
| | (254 | ) | | 12/14/2012 | | 1920 |
| Citizens Bank | | Mechanicsburg | | PA | | 1,620 |
| | 288 |
| | 2,590 |
| | — |
| | 2,878 |
| | (715 | ) | | 9/28/2012 | | 1900 |
| Citizens Bank | | Mercer | | PA | | — |
| | 105 |
| | 314 |
| | — |
| | 419 |
| | (85 | ) | | 12/14/2012 | | 1964 |
| Citizens Bank | | Milford | | PA | | — |
| | 513 |
| | 769 |
| | — |
| | 1,282 |
| | (207 | ) | | 12/14/2012 | | 1981 |
| Citizens Bank | | Monesson | | PA | | — |
| | 198 |
| | 1,123 |
| | (1,222 | ) | | 99 |
| | (2 | ) | | 8/1/2010 | | 1930 |
| Citizens Bank | | Mount Lebanon | | PA | | 1,577 |
| | 215 |
| | 1,939 |
| | — |
| | 2,154 |
| | (535 | ) | | 9/28/2012 | | 1960 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Wendy's | | Eastman | | GA | | — |
| | 258 |
| | 473 |
| | — |
| | 731 |
| | (157 | ) | | 6/27/2013 | | 1996 |
| Wendy's | | Lithia Springs | | GA | | — |
| | 668 |
| | 774 |
| | — |
| | 1,442 |
| | (257 | ) | | 6/27/2013 | | 1988 |
| Wendy's | | Sharpsburg | | GA | | — |
| | 649 |
| | 1,299 |
| | — |
| | 1,948 |
| | (431 | ) | | 6/27/2013 | | 2002 |
| Wendy's | | Anderson | | IN | | — |
| | 872 |
| | 736 |
| | — |
| | 1,608 |
| | (244 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Anderson | | IN | | — |
| | 859 |
| | 707 |
| | 1 |
| | 1,567 |
| | (235 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Pendleton | | IN | | — |
| | 448 |
| | 894 |
| | 1 |
| | 1,343 |
| | (297 | ) | | 6/27/2013 | | 2005 |
| Wendy's | | Louisville | | KY | | — |
| | 834 |
| | 1,379 |
| | — |
| | 2,213 |
| | (457 | ) | | 6/27/2013 | | 2001 |
| Wendy's | | Louisville | | KY | | — |
| | 532 |
| | 1,221 |
| | — |
| | 1,753 |
| | (405 | ) | | 6/27/2013 | | 1998 |
| Wendy's | | Louisville | | KY | | — |
| | 857 |
| | 1,420 |
| | 1 |
| | 2,278 |
| | (471 | ) | | 6/27/2013 | | 2000 |
| Wendy's | | Minden | | LA | | — |
| | 182 |
| | 936 |
| | — |
| | 1,118 |
| | (310 | ) | | 6/27/2013 | | 2001 |
| Wendy's | | Baltimore | | MD | | — |
| | 760 |
| | 802 |
| | — |
| | 1,562 |
| | (266 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Baltimore | | MD | | — |
| | 904 |
| | 1,035 |
| | 1 |
| | 1,940 |
| | (344 | ) | | 6/27/2013 | | 2002 |
| Wendy's | | Landover | | MD | | — |
| | 340 |
| | 267 |
| | — |
| | 607 |
| | (89 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Pasadena | | MD | | — |
| | 1,049 |
| | 1,902 |
| | — |
| | 2,951 |
| | (631 | ) | | 6/27/2013 | | 1997 |
| Wendy's | | District Heights | | MD | | — |
| | 332 |
| | 275 |
| | — |
| | 607 |
| | (91 | ) | | 6/27/2013 | | 1979 |
| Wendy's | | Madison Heights | | MI | | — |
| | 198 |
| | 725 |
| | (478 | ) | | 445 |
| | (50 | ) | | 6/27/2013 | | 1998 |
| Wendy's | | Bellevue | | NE | | — |
| | 338 |
| | 484 |
| | — |
| | 822 |
| | (161 | ) | | 6/27/2013 | | 1981 |
| Wendy's | | Buckeye Lake | | OH | | — |
| | 864 |
| | 877 |
| | — |
| | 1,741 |
| | (291 | ) | | 6/27/2013 | | 2000 |
| Wendy's | | Hamilton | | OH | | — |
| | 655 |
| | 1,848 |
| | — |
| | 2,503 |
| | (613 | ) | | 6/27/2013 | | 2001 |
| Wendy's | | Hillsboro | | OH | | — |
| | 291 |
| | 1,408 |
| | — |
| | 1,699 |
| | (467 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Whitehall | | OH | | — |
| | 716 |
| | 863 |
| | — |
| | 1,579 |
| | (286 | ) | | 6/27/2013 | | 1983 |
| Wendy's | | Arlington | | TX | | — |
| | 1,322 |
| | 1,546 |
| | — |
| | 2,868 |
| | (513 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Dublin | | VA | | — |
| | 384 |
| | 1,401 |
| | 1 |
| | 1,786 |
| | (465 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Emporia | | VA | | — |
| | 631 |
| | 1,424 |
| | — |
| | 2,055 |
| | (472 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Hayes | | VA | | — |
| | 304 |
| | 859 |
| | — |
| | 1,163 |
| | (285 | ) | | 6/27/2013 | | 1992 |
| Wendy's | | Mechanicsville | | VA | | — |
| | 521 |
| | 704 |
| | — |
| | 1,225 |
| | (234 | ) | | 6/27/2013 | | 1989 |
| Wendy's | | Pounding Mill | | VA | | — |
| | 296 |
| | 1,404 |
| | — |
| | 1,700 |
| | (466 | ) | | 6/27/2013 | | 2004 |
| Wendy's | | Woodbridge | | VA | | — |
| | 1,193 |
| | 1,598 |
| | — |
| | 2,791 |
| | (530 | ) | | 6/27/2013 | | 1996 |
| Wendy's | | Woodbridge | | VA | | — |
| | 521 |
| | 615 |
| | — |
| | 1,136 |
| | (204 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Fairmont | | WV | | — |
| | 224 |
| | 1,119 |
| | — |
| | 1,343 |
| | (371 | ) | | 6/27/2013 | | 1983 |
| Wendy's | | Ripley | | WV | | — |
| | 273 |
| | 871 |
| | — |
| | 1,144 |
| | (289 | ) | | 6/27/2013 | | 1984 |
| Moonshine | | Austin | | TX | | — |
| | 837 |
| | 1,797 |
| | — |
| | 2,634 |
| | (602 | ) | | 6/27/2013 | | 1998 |
| Fresenius Medical Care | | Clinton | | NC | | — |
| | 139 |
| | 2,655 |
| | — |
| | 2,794 |
| | (741 | ) | | 6/28/2013 | | 2003 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Fresenius Medical Care | | Fairmont | | NC | | — |
| | 201 |
| | 1,819 |
| | 7 |
| | 2,027 |
| | (508 | ) | | 6/28/2013 | | 2002 |
| Fresenius Medical Care | | Fayetteville | | NC | | — |
| | 420 |
| | 2,379 |
| | — |
| | 2,799 |
| | (665 | ) | | 6/28/2013 | | 1998 |
| Fresenius Medical Care | | Fayetteville | | NC | | — |
| | 134 |
| | 2,551 |
| | 87 |
| | 2,772 |
| | (714 | ) | | 6/28/2013 | | 2004 |
| Fresenius Medical Care | | Fayetteville | | NC | | — |
| | 178 |
| | 3,379 |
| | 99 |
| | 3,656 |
| | (945 | ) | | 6/28/2013 | | 1999 |
| Fresenius Medical Care | | Lumberton | | NC | | — |
| | 117 |
| | 2,216 |
| | — |
| | 2,333 |
| | (620 | ) | | 6/28/2013 | | 1986 |
| Fresenius Medical Care | | Pembroke | | NC | | — |
| | 81 |
| | 1,547 |
| | — |
| | 1,628 |
| | (433 | ) | | 6/28/2013 | | 2009 |
| Fresenius Medical Care | | Red Springs | | NC | | — |
| | 101 |
| | 1,913 |
| | — |
| | 2,014 |
| | (535 | ) | | 6/28/2013 | | 2000 |
| Fresenius Medical Care | | Roseboro | | NC | | — |
| | 74 |
| | 1,404 |
| | — |
| | 1,478 |
| | (393 | ) | | 6/28/2013 | | 2010 |
| Fresenius Medical Care | | St. Pauls | | NC | | — |
| | 73 |
| | 1,389 |
| | — |
| | 1,462 |
| | (388 | ) | | 6/28/2013 | | 2008 |
| Kum & Go | | Gillette | | WY | | — |
| | 878 |
| | 2,048 |
| | — |
| | 2,926 |
| | (664 | ) | | 6/28/2013 | | 2013 |
| Dollar General | | Bastrop | | LA | | — |
| | 148 |
| | 838 |
| | — |
| | 986 |
| | (270 | ) | | 7/1/2013 | | 2013 |
| Dollar General | | Powhatan Point | | OH | | — |
| | 138 |
| | 784 |
| | — |
| | 922 |
| | (252 | ) | | 7/2/2013 | | 2013 |
| Dollar General | | Millwood | | WV | | — |
| | 98 |
| | 881 |
| | — |
| | 979 |
| | (284 | ) | | 7/2/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Gretna | | VA | | — |
| | 131 |
| | 744 |
| | — |
| | 875 |
| | (240 | ) | | 7/2/2013 | | 2012 |
| Walgreens | | Denver | | CO | | 3,350 |
| | — |
| | 4,050 |
| | — |
| | 4,050 |
| | (1,392 | ) | | 7/2/2013 | | 2008 |
| CVS | | Columbia | | SC | | 2,278 |
| | — |
| | 2,811 |
| | — |
| | 2,811 |
| | (822 | ) | | 7/2/2013 | | 2006 |
| Dollar General | | West Union | | SC | | — |
| | 46 |
| | 868 |
| | — |
| | 914 |
| | (280 | ) | | 7/3/2013 | | 2011 |
| Fresenius Medical Care | | Fairhope | | AL | | — |
| | — |
| | 2,035 |
| | — |
| | 2,035 |
| | (564 | ) | | 7/8/2013 | | 2006 |
| Fresenius Medical Care | | Foley | | AL | | — |
| | 287 |
| | 2,580 |
| | (9 | ) | | 2,858 |
| | (715 | ) | | 7/8/2013 | | 2009 |
| Fresenius Medical Care | | Mobile | | AL | | — |
| | 278 |
| | 2,505 |
| | — |
| | 2,783 |
| | (695 | ) | | 7/8/2013 | | 2009 |
| Fresenius Medical Care | | Defuniak Springs | | FL | | — |
| | 115 |
| | 2,180 |
| | 9 |
| | 2,304 |
| | (605 | ) | | 7/8/2013 | | 2008 |
| Dollar General | | Eagle Grove | | IA | | — |
| | 100 |
| | 902 |
| | — |
| | 1,002 |
| | (290 | ) | | 7/9/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 220 |
| | 880 |
| | — |
| | 1,100 |
| | (283 | ) | | 7/9/2013 | | 2013 |
| Dollar General | | Farmington | | NM | | — |
| | 224 |
| | 898 |
| | — |
| | 1,122 |
| | (289 | ) | | 7/11/2013 | | 2013 |
| Dollar General | | Amarillo | | TX | | — |
| | 198 |
| | 794 |
| | — |
| | 992 |
| | (256 | ) | | 7/11/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Mount Vernon | | IL | | — |
| | 117 |
| | 1,050 |
| | — |
| | 1,167 |
| | (338 | ) | | 7/11/2013 | | 2012 |
| Dollar Tree/Family Dollar | | Birch Run | | MI | | — |
| | 81 |
| | 729 |
| | 86 |
| | 896 |
| | (253 | ) | | 7/11/2013 | | 1950 |
| Dollar Tree/Family Dollar | | Crosby | | MN | | — |
| | 49 |
| | 928 |
| | 39 |
| | 1,016 |
| | (299 | ) | | 7/11/2013 | | 1985 |
| Dollar Tree/Family Dollar | | Toledo | | OH | | — |
| | 226 |
| | 905 |
| | — |
| | 1,131 |
| | (291 | ) | | 7/11/2013 | | 1942 |
| Dollar Tree/Family Dollar | | Webster | | WI | | — |
| | 43 |
| | 808 |
| | — |
| | 851 |
| | (260 | ) | | 7/11/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Alderson | | WV | | — |
| | 166 |
| | 663 |
| | — |
| | 829 |
| | (214 | ) | | 7/11/2013 | | 2012 |
| Walgreens | | Castle Rock | | CO | | 3,953 |
| | 1,581 |
| | 3,689 |
| | — |
| | 5,270 |
| | (1,268 | ) | | 7/11/2013 | | 2002 |
| Advance Auto Parts | | Eden | | NC | | — |
| | 320 |
| | 746 |
| | — |
| | 1,066 |
| | (240 | ) | | 7/16/2013 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Citizens Bank | | Mountain Top | | PA | | — |
| | 111 |
| | 631 |
| | — |
| | 742 |
| | (170 | ) | | 12/14/2012 | | 1980 |
| Citizens Bank | | Narberth | | PA | | — |
| | 420 |
| | 2,381 |
| | — |
| | 2,801 |
| | (782 | ) | | 8/1/2010 | | 1935 |
| Citizens Bank | | Oakmont | | PA | | — |
| | 199 |
| | 1,127 |
| | — |
| | 1,326 |
| | (303 | ) | | 12/14/2012 | | 1967 |
| Citizens Bank | | Oil City | | PA | | — |
| | 110 |
| | 623 |
| | — |
| | 733 |
| | (168 | ) | | 12/14/2012 | | 1965 |
| Citizens Bank | | Philadelphia | | PA | | — |
| | 127 |
| | 722 |
| | (543 | ) | | 306 |
| | (24 | ) | | 12/14/2012 | | 1920 |
| Citizens Bank | | Philadelphia | | PA | | — |
| | 266 |
| | 1,065 |
| | — |
| | 1,331 |
| | (287 | ) | | 12/14/2012 | | 1971 |
| Citizens Bank | | Pitcairn | | PA | | — |
| | 46 |
| | 867 |
| | (761 | ) | | 152 |
| | — |
| | 12/14/2012 | | 1985 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 215 |
| | 1,219 |
| | — |
| | 1,434 |
| | (336 | ) | | 9/28/2012 | | 1970 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 256 |
| | 767 |
| | — |
| | 1,023 |
| | (212 | ) | | 9/28/2012 | | 1970 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 185 |
| | 1,051 |
| | — |
| | 1,236 |
| | (283 | ) | | 12/14/2012 | | 1960 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 389 |
| | 1,168 |
| | — |
| | 1,557 |
| | (314 | ) | | 12/14/2012 | | 1940 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 146 |
| | 2,770 |
| | — |
| | 2,916 |
| | (745 | ) | | 12/14/2012 | | 1900 |
| Citizens Bank | | Pittsburgh | | PA | | 2,262 |
| | 470 |
| | 2,661 |
| | — |
| | 3,131 |
| | (716 | ) | | 12/14/2012 | | 1979 |
| Citizens Bank | | Pittsburgh | | PA | | 1,244 |
| | 516 |
| | 1,204 |
| | — |
| | 1,720 |
| | (324 | ) | | 12/14/2012 | | 1970 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 206 |
| | 1,852 |
| | — |
| | 2,058 |
| | (498 | ) | | 12/14/2012 | | 1923 |
| Citizens Bank | | Pittsburgh | | PA | | 918 |
| | 196 |
| | 1,110 |
| | — |
| | 1,306 |
| | (299 | ) | | 12/14/2012 | | 1980 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 255 |
| | 1,019 |
| | — |
| | 1,274 |
| | (274 | ) | | 12/14/2012 | | 1970 |
| Citizens Bank | | Pittsburgh | | PA | | — |
| | 268 |
| | 2,413 |
| | — |
| | 2,681 |
| | (649 | ) | | 12/14/2012 | | 1970 |
| Citizens Bank | | Reading | | PA | | — |
| | 269 |
| | 1,524 |
| | — |
| | 1,793 |
| | (384 | ) | | 4/12/2013 | | 1904 |
| Citizens Bank | | Reading | | PA | | — |
| | 267 |
| | 802 |
| | — |
| | 1,069 |
| | (216 | ) | | 12/14/2012 | | 1970 |
| Citizens Bank | | Temple | | PA | | — |
| | 268 |
| | 626 |
| | — |
| | 894 |
| | (173 | ) | | 9/28/2012 | | 1936 |
| Citizens Bank | | Turtle Creek | | PA | | — |
| | 308 |
| | 923 |
| | — |
| | 1,231 |
| | (255 | ) | | 9/28/2012 | | 1970 |
| Citizens Bank | | Tyrone | | PA | | — |
| | 146 |
| | 583 |
| | — |
| | 729 |
| | (157 | ) | | 12/14/2012 | | 1967 |
| Citizens Bank | | Upper Darby | | PA | | — |
| | 411 |
| | 617 |
| | — |
| | 1,028 |
| | (166 | ) | | 12/14/2012 | | 1966 |
| Citizens Bank | | Warrendale | | PA | | — |
| | 611 |
| | 916 |
| | — |
| | 1,527 |
| | (246 | ) | | 12/14/2012 | | 1981 |
| Citizens Bank | | West Hazleton | | PA | | — |
| | 279 |
| | 2,509 |
| | — |
| | 2,788 |
| | (692 | ) | | 9/28/2012 | | 1900 |
| Citizens Bank | | Wexford | | PA | | — |
| | 180 |
| | 719 |
| | — |
| | 899 |
| | (194 | ) | | 12/14/2012 | | 1975 |
| Citizens Bank | | Coventry | | RI | | — |
| | 559 |
| | 559 |
| | — |
| | 1,118 |
| | (154 | ) | | 9/28/2012 | | 1968 |
| Citizens Bank | | Cranston | | RI | | — |
| | 411 |
| | 1,234 |
| | — |
| | 1,645 |
| | (332 | ) | | 12/14/2012 | | 1967 |
| Citizens Bank | | East Greenwich | | RI | | — |
| | 227 |
| | 680 |
| | — |
| | 907 |
| | (183 | ) | | 12/14/2012 | | 1959 |
| Citizens Bank | | Johnston | | RI | | — |
| | 343 |
| | 1,030 |
| | — |
| | 1,373 |
| | (284 | ) | | 9/28/2012 | | 1972 |
| Citizens Bank | | N. Providence | | RI | | 1,445 |
| | 200 |
| | 1,800 |
| | — |
| | 2,000 |
| | (484 | ) | | 12/31/2012 | | 1971 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Edinburg | | TX | | — |
| | 102 |
| | 914 |
| | — |
| | 1,016 |
| | (294 | ) | | 7/16/2013 | | 2013 |
| Kum & Go | | Muskogee | | OK | | — |
| | 423 |
| | 1,691 |
| | — |
| | 2,114 |
| | (544 | ) | | 7/22/2013 | | 2013 |
| Monro Muffler | | Waukesha | | WI | | — |
| | 228 |
| | 684 |
| | — |
| | 912 |
| | (234 | ) | | 7/23/2013 | | 2002 |
| Dollar Tree/Family Dollar | | Harrison | | TN | | — |
| | 74 |
| | 420 |
| | — |
| | 494 |
| | (135 | ) | | 7/23/2013 | | 2006 |
| SunTrust Bank | | Annapolis | | MD | | — |
| | 2,653 |
| | 2,170 |
| | — |
| | 4,823 |
| | (669 | ) | | 7/23/2013 | | 1976 |
| SunTrust Bank | | Nashville | | TN | | — |
| | 567 |
| | 305 |
| | — |
| | 872 |
| | (94 | ) | | 7/23/2013 | | 1954 |
| Dollar General | | Batesville | | AR | | — |
| | 32 |
| | 285 |
| | 7 |
| | 324 |
| | (92 | ) | | 7/25/2013 | | 1998 |
| Dollar General | | Batesville | | AR | | — |
| | 42 |
| | 374 |
| | 78 |
| | 494 |
| | (126 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Beebe | | AR | | — |
| | 51 |
| | 478 |
| | 52 |
| | 581 |
| | (155 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Blytheville | | AR | | — |
| | 30 |
| | 285 |
| | 50 |
| | 365 |
| | (96 | ) | | 7/25/2013 | | 2000 |
| Dollar General | | Des Arc | | AR | | — |
| | 56 |
| | 508 |
| | 53 |
| | 617 |
| | (171 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Dumas | | AR | | — |
| | 46 |
| | 412 |
| | 23 |
| | 481 |
| | (134 | ) | | 7/25/2013 | | 2000 |
| Dollar General | | Gassville | | AR | | — |
| | 54 |
| | 325 |
| | 21 |
| | 400 |
| | (106 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Higden | | AR | | — |
| | 52 |
| | 469 |
| | 80 |
| | 601 |
| | (159 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Lake Village | | AR | | — |
| | 64 |
| | 362 |
| | 29 |
| | 455 |
| | (120 | ) | | 7/25/2013 | | 1998 |
| Dollar General | | Lepanto | | AR | | — |
| | 43 |
| | 389 |
| | — |
| | 432 |
| | (125 | ) | | 7/25/2013 | | 1995 |
| Dollar General | | Little Rock | | AR | | — |
| | 73 |
| | 412 |
| | 13 |
| | 498 |
| | (133 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Marvell | | AR | | — |
| | 40 |
| | 364 |
| | 107 |
| | 511 |
| | (129 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | McGehee | | AR | | — |
| | 25 |
| | 228 |
| | 29 |
| | 282 |
| | (77 | ) | | 7/25/2013 | | 1998 |
| Dollar General | | Quitman | | AR | | — |
| | 45 |
| | 426 |
| | — |
| | 471 |
| | (133 | ) | | 7/25/2013 | | 2001 |
| Dollar General | | Searcy | | AR | | — |
| | 29 |
| | 263 |
| | 66 |
| | 358 |
| | (90 | ) | | 7/25/2013 | | 1998 |
| Dollar General | | Tuckerman | | AR | | — |
| | 49 |
| | 280 |
| | 81 |
| | 410 |
| | (101 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | White Hall | | AR | | — |
| | 43 |
| | 388 |
| | — |
| | 431 |
| | (125 | ) | | 7/25/2013 | | 1999 |
| FedEx | | Melbourne | | FL | | — |
| | 159 |
| | 1,433 |
| | — |
| | 1,592 |
| | (514 | ) | | 7/26/2013 | | 2001 |
| Rite Aid | | Burton | | MI | | — |
| | 128 |
| | 2,541 |
| | 24 |
| | 2,693 |
| | (870 | ) | | 7/26/2013 | | 1999 |
| Rubbermaid | | Bowling Green | | OH | | — |
| | 714 |
| | 13,564 |
| | — |
| | 14,278 |
| | (4,869 | ) | | 7/29/2013 | | 2013 |
| Vacant | | Mishawaka | | IN | | — |
| | 375 |
| | 1,500 |
| | — |
| | 1,875 |
| | (483 | ) | | 7/30/2013 | | 2013 |
| Walgreens | | Adams | | MA | | — |
| | 300 |
| | 1,200 |
| | — |
| | 1,500 |
| | (412 | ) | | 7/30/2013 | | 1958 |
| Walgreens | | Wilson | | NC | | — |
| | 573 |
| | 1,337 |
| | — |
| | 1,910 |
| | (459 | ) | | 7/30/2013 | | 2002 |
| Applebee's | | Fall River | | MA | | — |
| | 275 |
| | 1,558 |
| | — |
| | 1,833 |
| | (535 | ) | | 7/31/2013 | | 1994 |
| Arby's | | Merritt Island | | FL | | — |
| | 297 |
| | 552 |
| | — |
| | 849 |
| | (175 | ) | | 7/31/2013 | | 1984 |
| Arby's | | Orlando | | FL | | — |
| | 251 |
| | 585 |
| | — |
| | 836 |
| | (186 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Rockledge | | FL | | — |
| | 381 |
| | 571 |
| | — |
| | 952 |
| | (181 | ) | | 7/31/2013 | | 1984 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Citizens Bank | | N. Providence | | RI | | — |
| | 223 |
| | 892 |
| | — |
| | 1,115 |
| | (240 | ) | | 12/14/2012 | | 1971 |
| Citizens Bank | | Providence | | RI | | — |
| | 300 |
| | 899 |
| | — |
| | 1,199 |
| | (242 | ) | | 12/14/2012 | | 1960 |
| Citizens Bank | | Rumford | | RI | | — |
| | 352 |
| | 654 |
| | — |
| | 1,006 |
| | (176 | ) | | 12/14/2012 | | 1977 |
| Citizens Bank | | Wakefield | | RI | | — |
| | 517 |
| | 959 |
| | — |
| | 1,476 |
| | (265 | ) | | 9/28/2012 | | 1976 |
| Citizens Bank | | Warren | | RI | | — |
| | 328 |
| | 609 |
| | — |
| | 937 |
| | (168 | ) | | 9/28/2012 | | 1980 |
| Citizens Bank | | Warwick | | RI | | — |
| | 1,870 |
| | 8,828 |
| | 697 |
| | 11,395 |
| | (2,047 | ) | | 9/24/2013 | | 1995 |
| Citizens Bank | | Middlebury | | VT | | — |
| | 363 |
| | 544 |
| | — |
| | 907 |
| | (146 | ) | | 12/14/2012 | | 1969 |
| Citizens Bank | | St. Albans | | VT | | — |
| | 141 |
| | 798 |
| | — |
| | 939 |
| | (271 | ) | | 8/1/2010 | | 1989 |
| Coborn's Liquor Store | | Stanley | | ND | | — |
| | 1,163 |
| | 5,037 |
| | — |
| | 6,200 |
| | (997 | ) | | 2/21/2014 | | 2014 |
| Coborn's Liquor Store | | Tioga | | ND | | — |
| | 1,065 |
| | 4,581 |
| | — |
| | 5,646 |
| | (717 | ) | | 6/26/2014 | | 2014 |
| Comcast | | Englewood | | CO | | — |
| | 1,490 |
| | 5,060 |
| | — |
| | 6,550 |
| | (1,109 | ) | | 11/5/2013 | | 1999 |
| Community Bank | | Lake Mary | | FL | | — |
| | 1,230 |
| | 1,504 |
| | 4 |
| | 2,738 |
| | (340 | ) | | 10/1/2013 | | 1990 |
| Community Bank | | Whitehall | | NY | | — |
| | 106 |
| | 600 |
| | — |
| | 706 |
| | (197 | ) | | 8/1/2011 | | 1995 |
| CompUSA | | Arlington | | TX | | 1,770 |
| | 2,437 |
| | 1,467 |
| | 127 |
| | 4,031 |
| | (392 | ) | | 2/7/2014 | | 1992 |
| ConAgra Foods | | Omaha | | NE | | — |
| | 6,451 |
| | 30,697 |
| | — |
| | 37,148 |
| | (3,587 | ) | | 3/28/2014 | | 1989 |
| ConAgra Foods | | Milton | | PA | | 16,245 |
| | 5,656 |
| | 27,242 |
| | — |
| | 32,898 |
| | (4,943 | ) | | 2/7/2014 | | 1991 |
| Conn's | | Hurst | | TX | | — |
| | 497 |
| | 1,990 |
| | — |
| | 2,487 |
| | (429 | ) | | 5/19/2014 | | 1999 |
| Cooper Tire & Rubber | | Franklin | �� | IN | | 15,355 |
| | 4,438 |
| | 33,994 |
| | — |
| | 38,432 |
| | (8,554 | ) | | 11/5/2013 | | 2009 |
| Cost Plus | | La Quinta | | CA | | — |
| | 1,211 |
| | 4,786 |
| | — |
| | 5,997 |
| | (997 | ) | | 2/7/2014 | | 2007 |
| County of Yolo, CA | | Woodland | | CA | | — |
| | 2,640 |
| | 13,681 |
| | — |
| | 16,321 |
| | (2,679 | ) | | 11/5/2013 | | 2001 |
| Cracker Barrel | | Braselton | | GA | | 2,935 |
| | 1,294 |
| | 2,403 |
| | — |
| | 3,697 |
| | (855 | ) | | 11/13/2012 | | 2005 |
| Cracker Barrel | | Bremen | | GA | | 2,677 |
| | 1,012 |
| | 2,361 |
| | — |
| | 3,373 |
| | (840 | ) | | 11/13/2012 | | 2006 |
| Cracker Barrel | | Columbus | | GA | | — |
| | 912 |
| | 3,153 |
| | — |
| | 4,065 |
| | (712 | ) | | 2/7/2014 | | 2003 |
| Cracker Barrel | | Greensboro | | NC | | — |
| | 1,632 |
| | 2,495 |
| | — |
| | 4,127 |
| | (584 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | Mebane | | NC | | 2,514 |
| | 1,106 |
| | 2,054 |
| | — |
| | 3,160 |
| | (731 | ) | | 11/13/2012 | | 2004 |
| Cracker Barrel | | Rocky Mount | | NC | | — |
| | 1,274 |
| | 2,334 |
| | — |
| | 3,608 |
| | (562 | ) | | 2/7/2014 | | 2006 |
| Cracker Barrel | | Fort Mill | | SC | | — |
| | 1,301 |
| | 2,721 |
| | — |
| | 4,022 |
| | (644 | ) | | 2/7/2014 | | 2006 |
| Cracker Barrel | | Piedmont | | SC | | — |
| | 1,630 |
| | 2,927 |
| | — |
| | 4,557 |
| | (691 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | Abilene | | TX | | — |
| | 1,374 |
| | 2,933 |
| | — |
| | 4,307 |
| | (695 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | San Antonio | | TX | | — |
| | 1,725 |
| | 3,005 |
| | — |
| | 4,730 |
| | (668 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | Sherman | | TX | | — |
| | 557 |
| | 3,744 |
| | — |
| | 4,301 |
| | (847 | ) | | 2/7/2014 | | 2007 |
| Cracker Barrel | | Bristol | | VA | | — |
| | 1,241 |
| | 1,703 |
| | — |
| | 2,944 |
| | (489 | ) | | 2/7/2014 | | 2006 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Arby's | | Savannah | | GA | | — |
| | 293 |
| | 293 |
| | — |
| | 586 |
| | (93 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Fort Wayne | | IN | | — |
| | 529 |
| | 647 |
| | — |
| | 1,176 |
| | (205 | ) | | 7/31/2013 | | 1987 |
| Arby's | | Winchester | | IN | | — |
| | 341 |
| | 511 |
| | — |
| | 852 |
| | (162 | ) | | 7/31/2013 | | 1988 |
| Vacant | | Rochester | | NY | | — |
| | 128 |
| | 384 |
| | (337 | ) | | 175 |
| | — |
| | 7/31/2013 | | 1985 |
| N/A - Billboard | | Memphis | | TN | | — |
| | 33 |
| | — |
| | — |
| | 33 |
| | — |
| | 7/31/2013 | | - |
| N/A - Billboard | | Memphis | | TN | | — |
| | 63 |
| | — |
| | — |
| | 63 |
| | — |
| | 7/31/2013 | | - |
| N/A - Billboard | | Memphis | | TN | | — |
| | 73 |
| | — |
| | — |
| | 73 |
| | — |
| | 7/31/2013 | | - |
| N/A - Billboard | | Memphis | | TN | | — |
| | 90 |
| | — |
| | — |
| | 90 |
| | — |
| | 7/31/2013 | | - |
| Burger King | | Sierra Vista | | AZ | | — |
| | 260 |
| | 1,041 |
| | — |
| | 1,301 |
| | (330 | ) | | 7/31/2013 | | 1994 |
| Burger King | | Cut Off | | LA | | — |
| | 726 |
| | 1,088 |
| | — |
| | 1,814 |
| | (345 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Gonzales | | LA | | — |
| | 380 |
| | 465 |
| | — |
| | 845 |
| | (148 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Lake Charles | | LA | | — |
| | 456 |
| | 456 |
| | — |
| | 912 |
| | (145 | ) | | 7/31/2013 | | 1980 |
| Burger King | | Lake Charles | | LA | | — |
| | 610 |
| | 746 |
| | — |
| | 1,356 |
| | (237 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Metairie | | LA | | — |
| | 728 |
| | 392 |
| | — |
| | 1,120 |
| | (124 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Opelousas | | LA | | — |
| | 964 |
| | 964 |
| | — |
| | 1,928 |
| | (306 | ) | | 7/31/2013 | | 1978 |
| Burger King | | Raceland | | LA | | — |
| | 356 |
| | 533 |
| | — |
| | 889 |
| | (169 | ) | | 7/31/2013 | | 2000 |
| Burger King | | Belding | | MI | | — |
| | 221 |
| | 411 |
| | — |
| | 632 |
| | (130 | ) | | 7/31/2013 | | 1994 |
| Burger King | | Warren | | MI | | — |
| | 248 |
| | 745 |
| | — |
| | 993 |
| | (237 | ) | | 7/31/2013 | | 1987 |
| Burger King | | Kansas CIty | | MO | | — |
| | 444 |
| | 1,036 |
| | — |
| | 1,480 |
| | (329 | ) | | 7/31/2013 | | 1984 |
| Burger King | | Asheville | | NC | | — |
| | 728 |
| | 595 |
| | — |
| | 1,323 |
| | (189 | ) | | 7/31/2013 | | 1982 |
| Burger King | | Irondequoit | | NY | | — |
| | 988 |
| | 659 |
| | — |
| | 1,647 |
| | (209 | ) | | 7/31/2013 | | 1980 |
| Burger King | | Syracuse | | NY | | — |
| | 606 |
| | 606 |
| | — |
| | 1,212 |
| | (192 | ) | | 7/31/2013 | | 1986 |
| Burger King | | Mansfield | | OH | | — |
| | 191 |
| | 766 |
| | — |
| | 957 |
| | (243 | ) | | 7/31/2013 | | 1985 |
| Burger King | | New Philadelphia | | OH | | — |
| | 419 |
| | 779 |
| | — |
| | 1,198 |
| | (247 | ) | | 7/31/2013 | | 1986 |
| Cashland | | Celina | | OH | | — |
| | 108 |
| | 132 |
| | — |
| | 240 |
| | (45 | ) | | 7/31/2013 | | 1995 |
| Checkers | | Miami | | FL | | — |
| | 621 |
| | — |
| | — |
| | 621 |
| | — |
| | 7/31/2013 | | 1993 |
| Checkers | | Orlando | | FL | | — |
| | 1,033 |
| | — |
| | — |
| | 1,033 |
| | — |
| | 7/31/2013 | | 1995 |
| Jeremiah's Italian Ice | | Winter Springs | | FL | | — |
| | 734 |
| | — |
| | — |
| | 734 |
| | — |
| | 7/31/2013 | | 1995 |
| Chilis | | Amarillo | | TX | | — |
| | 811 |
| | 1,893 |
| | — |
| | 2,704 |
| | (650 | ) | | 7/31/2013 | | 1984 |
| Denny's | | Mesa | | AZ | | — |
| | 1,089 |
| | 891 |
| | — |
| | 1,980 |
| �� | (306 | ) | | 7/31/2013 | | 1994 |
| Denny's | | Phoenix | | AZ | | — |
| | 825 |
| | 1,237 |
| | — |
| | 2,062 |
| | (425 | ) | | 7/31/2013 | | 2005 |
| Denny's | | Tempe | | AZ | | — |
| | 1,567 |
| | 844 |
| | — |
| | 2,411 |
| | (290 | ) | | 7/31/2013 | | 1995 |
| Denny's | | Henrietta | | NY | | — |
| | 361 |
| | 241 |
| | — |
| | 602 |
| | (83 | ) | | 7/31/2013 | | 1970 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Cracker Barrel | | Emporia | | VA | | 2,435 |
| | 972 |
| | 2,267 |
| | — |
| | 3,239 |
| | (807 | ) | | 11/13/2012 | | 2004 |
| Cracker Barrel | | Waynesboro | | VA | | — |
| | 1,536 |
| | 1,489 |
| | — |
| | 3,025 |
| | (519 | ) | | 2/7/2014 | | 2004 |
| Cracker Barrel | | Woodstock | | VA | | 2,262 |
| | 928 |
| | 2,164 |
| | — |
| | 3,092 |
| | (770 | ) | | 11/13/2012 | | 2005 |
| Crest Production Services | | Pleasanton | | TX | | — |
| | 519 |
| | 7,949 |
| | — |
| | 8,468 |
| | (2,255 | ) | | 6/12/2014 | | 2013 |
| Crozer-Keystone Health | | Ridley Park | | PA | | 681 |
| | — |
| | 6,114 |
| | — |
| | 6,114 |
| | (1,374 | ) | | 11/5/2013 | | 1976 |
| CVS | | Hoover | | AL | | — |
| | 1,239 |
| | 2,890 |
| | — |
| | 4,129 |
| | (802 | ) | | 5/31/2013 | | 2003 |
| CVS | | Meridianville | | AL | | 1,927 |
| | 1,045 |
| | 3,057 |
| | — |
| | 4,102 |
| | (721 | ) | | 2/7/2014 | | 2008 |
| CVS | | Phoenix | | AZ | | 5,025 |
| | 1,511 |
| | 4,533 |
| | 4 |
| | 6,048 |
| | (1,146 | ) | | 10/1/2013 | | 2012 |
| CVS | | Phoenix | | AZ | | 3,015 |
| | 901 |
| | 2,704 |
| | 15 |
| | 3,620 |
| | (684 | ) | | 10/1/2013 | | 2012 |
| CVS | | City Of Industry | | CA | | 2,500 |
| | 1,224 |
| | 3,202 |
| | — |
| | 4,426 |
| | (651 | ) | | 2/7/2014 | | 2009 |
| CVS | | Fresno | | CA | | 5,045 |
| | 1,890 |
| | 4,409 |
| | 16 |
| | 6,315 |
| | (1,115 | ) | | 10/1/2013 | | 2012 |
| CVS | | Palmdale | | CA | | 5,226 |
| | 2,493 |
| | 4,630 |
| | 17 |
| | 7,140 |
| | (1,171 | ) | | 10/1/2013 | | 2012 |
| CVS | | Sacramento | | CA | | 4,724 |
| | 2,163 |
| | 4,016 |
| | 19 |
| | 6,198 |
| | (1,016 | ) | | 10/1/2013 | | 2012 |
| CVS | | Norwich | | CT | | 5,454 |
| | 1,998 |
| | 5,995 |
| | 15 |
| | 8,008 |
| | (1,515 | ) | | 10/1/2013 | | 2011 |
| CVS | | Dover | | DE | | 2,046 |
| | 4,081 |
| | — |
| | — |
| | 4,081 |
| | — |
| | 2/7/2014 | | 2010 |
| CVS | | Auburndale | | FL | | 1,565 |
| | 1,418 |
| | 2,038 |
| | — |
| | 3,456 |
| | (443 | ) | | 2/7/2014 | | 1999 |
| CVS | | Boca Raton | | FL | | 2,625 |
| | — |
| | 3,560 |
| | — |
| | 3,560 |
| | (850 | ) | | 2/7/2014 | | 2009 |
| CVS | | Ft. Myers | | FL | | 3,025 |
| | 2,335 |
| | 3,502 |
| | — |
| | 5,837 |
| | (838 | ) | | 2/7/2014 | | 2009 |
| CVS | | Gulf Breeze | | FL | | 1,079 |
| | 545 |
| | — |
| | — |
| | 545 |
| | — |
| | 2/7/2014 | | 2009 |
| CVS | | Jacksonville | | FL | | 3,715 |
| | 2,240 |
| | 4,323 |
| | — |
| | 6,563 |
| | (951 | ) | | 2/7/2014 | | 2009 |
| CVS | | Lakeland | | FL | | 2,258 |
| | 587 |
| | 2,347 |
| | 16 |
| | 2,950 |
| | (594 | ) | | 10/1/2013 | | 2012 |
| CVS | | Naples | | FL | | 2,675 |
| | — |
| | 4,164 |
| | — |
| | 4,164 |
| | (914 | ) | | 2/7/2014 | | 2009 |
| CVS | | New Port Richey | | FL | | 1,618 |
| | 1,149 |
| | 2,966 |
| | — |
| | 4,115 |
| | (637 | ) | | 2/7/2014 | | 2004 |
| CVS | | St. Augustine | | FL | | — |
| | 1,264 |
| | 3,674 |
| | — |
| | 4,938 |
| | (804 | ) | | 2/7/2014 | | 2008 |
| CVS | | St. Cloud | | FL | | 2,626 |
| | 1,534 |
| | 1,875 |
| | — |
| | 3,409 |
| | (530 | ) | | 4/12/2013 | | 2002 |
| CVS | | Alpharetta | | GA | | — |
| | 572 |
| | 858 |
| | (12 | ) | | 1,418 |
| | (263 | ) | | 9/28/2012 | | 1994 |
| CVS | | Ringgold | | GA | | 1,948 |
| | 1,346 |
| | 2,939 |
| | — |
| | 4,285 |
| | (695 | ) | | 2/7/2014 | | 2007 |
| CVS | | Stockbridge | | GA | | — |
| | 855 |
| | 1,283 |
| | — |
| | 2,138 |
| | (375 | ) | | 2/28/2013 | | 1998 |
| CVS | | Vidalia | | GA | | — |
| | 368 |
| | 1,105 |
| | — |
| | 1,473 |
| | (341 | ) | | 9/28/2012 | | 2000 |
| CVS | | Northbrook | | IL | | 25,155 |
| | 3,471 |
| | 41,765 |
| | 1,112 |
| | 46,348 |
| | (7,467 | ) | | 2/7/2014 | | 1980 |
| CVS | | Edinburgh | | IN | | — |
| | 420 |
| | 1,530 |
| | — |
| | 1,950 |
| | (363 | ) | | 2/24/2014 | | 1998 |
| CVS | | Evansville | | IN | | 1,850 |
| | 227 |
| | 3,060 |
| | — |
| | 3,287 |
| | (660 | ) | | 2/7/2014 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Eegee's | | Tucson | | AZ | | — |
| | 357 |
| | 436 |
| | — |
| | 793 |
| | (138 | ) | | 7/31/2013 | | 1990 |
| Vacant | | Killeen | | TX | | — |
| | 534 |
| | 992 |
| | (803 | ) | | 723 |
| | (115 | ) | | 7/31/2013 | | 1993 |
| Golden Corral | | Texarkana | | TX | | — |
| | 758 |
| | 3,031 |
| | — |
| | 3,789 |
| | (962 | ) | | 7/31/2013 | | 2001 |
| Grandy's | | Dallas | | TX | | — |
| | 725 |
| | — |
| | — |
| | 725 |
| | — |
| | 7/31/2013 | | 1981 |
| Grandy's | | Dallas | | TX | | — |
| | 357 |
| | — |
| | — |
| | 357 |
| | — |
| | 7/31/2013 | | 1984 |
| Grandy's | | Greenville | | TX | | — |
| | 847 |
| | — |
| | — |
| | 847 |
| | — |
| | 7/31/2013 | | 1979 |
| Hardee's | | Jacksonville | | FL | | — |
| | 875 |
| | 583 |
| | — |
| | 1,458 |
| | (185 | ) | | 7/31/2013 | | 1993 |
| Hardee's | | Chester | | SC | | — |
| | 586 |
| | 563 |
| | — |
| | 1,149 |
| | (157 | ) | | 7/31/2013 | | 1994 |
| IHOP | | Corpus Christi | | TX | | — |
| | 1,176 |
| | — |
| | — |
| | 1,176 |
| | — |
| | 7/31/2013 | | 1,995 |
| Jack in the Box | | Sacramento | | CA | | — |
| | 476 |
| | 1,110 |
| | — |
| | 1,586 |
| | (352 | ) | | 7/31/2013 | | 1991 |
| Taqueria El Rodeo de Jalisco | | San Antonio | | TX | | — |
| | 168 |
| | 206 |
| | — |
| | 374 |
| | (65 | ) | | 7/31/2013 | | 1965 |
| Mattress Firm | | Johnstown | | PA | | — |
| | 389 |
| | 906 |
| | 745 |
| | 2,040 |
| | (364 | ) | | 7/31/2013 | | 1995 |
| Monterey's Tex Mex | | Tulsa | | OK | | — |
| | 135 |
| | 406 |
| | (326 | ) | | 215 |
| | (28 | ) | | 7/31/2013 | | 2001 |
| Mezcal Mexican Restaurant | | Grafton | | OH | | — |
| | 64 |
| | 191 |
| | — |
| | 255 |
| | (66 | ) | | 7/31/2013 | | 1990 |
| Pizza Hut/WingStreet | | Page | | AZ | | — |
| | 66 |
| | 263 |
| | — |
| | 329 |
| | (84 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Dearborn | | MI | | — |
| | 284 |
| | 528 |
| | — |
| | 812 |
| | (168 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Beckley | | WV | | — |
| | 160 |
| | 131 |
| | — |
| | 291 |
| | (42 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Waupaca | | WI | | — |
| | 61 |
| | 91 |
| | 35 |
| | 187 |
| | (44 | ) | | 7/31/2013 | | 1991 |
| Pizza Hut/WingStreet | | Huntington | | WV | | — |
| | 190 |
| | 4 |
| | — |
| | 194 |
| | (1 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Bowling Green | | OH | | — |
| | 141 |
| | 262 |
| | — |
| | 403 |
| | (83 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Middleburg Hts | | OH | | — |
| | 128 |
| | 156 |
| | — |
| | 284 |
| | (50 | ) | | 7/31/2013 | | 1985 |
| Pizza Hut/WingStreet | | Sandusky | | OH | | — |
| | 140 |
| | 171 |
| | — |
| | 311 |
| | (54 | ) | | 7/31/2013 | | 1982 |
| Vacant | | Shamokin | | PA | | — |
| | 54 |
| | 217 |
| | (131 | ) | | 140 |
| | (4 | ) | | 7/31/2013 | | 1976 |
| Popeyes | | Houston | | TX | | — |
| | 295 |
| | 241 |
| | — |
| | 536 |
| | (76 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Stamford | | TX | | — |
| | 38 |
| | 115 |
| | — |
| | 153 |
| | (36 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Kanab | | UT | | — |
| | 52 |
| | 210 |
| | — |
| | 262 |
| | (67 | ) | | 7/31/2013 | | 1989 |
| Pizza Hut/WingStreet | | Abbotsford | | WI | | — |
| | 159 |
| | 195 |
| | — |
| | 354 |
| | (62 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Antigo | | WI | | — |
| | 45 |
| | 252 |
| | 100 |
| | 397 |
| | (102 | ) | | 7/31/2013 | | 1997 |
| Pizza Hut/WingStreet | | Clintonville | | WI | | — |
| | 208 |
| | 69 |
| | — |
| | 277 |
| | (22 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Eagle River | | WI | | — |
| | 28 |
| | 159 |
| | — |
| | 187 |
| | (50 | ) | | 7/31/2013 | | 1991 |
| Pizza Hut/WingStreet | | Hayward | | WI | | — |
| | 51 |
| | 205 |
| | — |
| | 256 |
| | (65 | ) | | 7/31/2013 | | 1993 |
| Pizza Hut/WingStreet | | Merrill | | WI | | — |
| | 83 |
| | 531 |
| | (100 | ) | | 514 |
| | (130 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Neilsville | | WI | | — |
| | 35 |
| | 106 |
| | — |
| | 141 |
| | (34 | ) | | 7/31/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| CVS | | Franklin | | IN | | — |
| | 310 |
| | 2,787 |
| | (5 | ) | | 3,092 |
| | (902 | ) | | 3/29/2012 | | 1999 |
| CVS | | Mishawaka | | IN | | 2,258 |
| | 409 |
| | 4,532 |
| | — |
| | 4,941 |
| | (989 | ) | | 2/7/2014 | | 2007 |
| CVS | | Tipton | | IN | | — |
| | 311 |
| | 1,726 |
| | — |
| | 2,037 |
| | (408 | ) | | 2/24/2014 | | 1998 |
| CVS | | Lawrence | | KS | | 2,908 |
| | 837 |
| | 4,392 |
| | — |
| | 5,229 |
| | (959 | ) | | 2/7/2014 | | 2009 |
| CVS | | Mandeville | | LA | | 4,020 |
| | 2,385 |
| | 2,915 |
| | 16 |
| | 5,316 |
| | (738 | ) | | 10/1/2013 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Pizza Hut/WingStreet | | Plover | | WI | | — |
| | 85 |
| | 199 |
| | 100 |
| | 384 |
| | (84 | ) | | 7/31/2013 | | 1995 |
| Vacant | | Schofield | | WI | | — |
| | 106 |
| | 196 |
| | (177 | ) | | 125 |
| | (2 | ) | | 7/31/2013 | | 1987 |
| Pizza Hut/WingStreet | | Stevens Point | | WI | | — |
| | 130 |
| | 390 |
| | 100 |
| | 620 |
| | (148 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Tomahawk | | WI | | — |
| | 35 |
| | 81 |
| | — |
| | 116 |
| | (26 | ) | | 7/31/2013 | | 1986 |
| Popeyes | | Miami | | FL | | — |
| | 220 |
| | 330 |
| | — |
| | 550 |
| | (105 | ) | | 7/31/2013 | | 1962 |
| Popeyes | | Houston | | TX | | — |
| | 111 |
| | 166 |
| | — |
| | 277 |
| | (53 | ) | | 7/31/2013 | | 1976 |
| Vacant | | Indiana | | PA | | — |
| | 676 |
| | 1,255 |
| | (1,119 | ) | | 812 |
| | (10 | ) | | 7/31/2013 | | 2000 |
| Popeyes | | Houston | | TX | | — |
| | 278 |
| | 227 |
| | — |
| | 505 |
| | (72 | ) | | 7/31/2013 | | 1978 |
| Quincy's Family Steakhouse | | Monroe | | NC | | — |
| | 560 |
| | 458 |
| | (246 | ) | | 772 |
| | (83 | ) | | 7/31/2013 | | 1978 |
| Mr. & Mrs. Crab Seafood | | Orlando | | FL | | — |
| | 1,286 |
| | — |
| | (114 | ) | | 1,172 |
| | (31 | ) | | 7/31/2013 | | 1998 |
| Shoney's | | Grenada | | MS | | — |
| | 270 |
| | 809 |
| | — |
| | 1,079 |
| | (257 | ) | | 7/31/2013 | | 1995 |
| Steak 'n Shake | | Tampa | | FL | | — |
| | 951 |
| | — |
| | 785 |
| | 1,736 |
| | (107 | ) | | 7/31/2013 | | 1999 |
| Taco Bell | | Detroit | | MI | | — |
| | 124 |
| | 704 |
| | — |
| | 828 |
| | (223 | ) | | 7/31/2013 | | 1989 |
| Waffle House | | Cocoa | | FL | | — |
| | 150 |
| | 279 |
| | — |
| | 429 |
| | (89 | ) | | 7/31/2013 | | 1986 |
| Wendy's | | Batesville | | AR | | — |
| | 155 |
| | 878 |
| | — |
| | 1,033 |
| | (279 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Little Rock | | AR | | — |
| | 501 |
| | 500 |
| | 1 |
| | 1,002 |
| | (159 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Little Rock | | AR | | — |
| | 773 |
| | 773 |
| | — |
| | 1,546 |
| | (245 | ) | | 7/31/2013 | | 1994 |
| Filibertos | | Payson | | AZ | | — |
| | 679 |
| | 829 |
| | (719 | ) | | 789 |
| | (46 | ) | | 7/31/2013 | | 1986 |
| Wendy's | | Groton | | CT | | — |
| | 1,099 |
| | 900 |
| | — |
| | 1,999 |
| | (285 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Bowling Green | | OH | | — |
| | 502 |
| | 932 |
| | (926 | ) | | 508 |
| | (67 | ) | | 7/31/2013 | | 1994 |
| Vacant | | The Dalles | | OR | | — |
| | 201 |
| | 802 |
| | (486 | ) | | 517 |
| | (238 | ) | | 7/31/2013 | | 1994 |
| Vacant | | Anderson | | SC | | — |
| | 734 |
| | 897 |
| | (1,169 | ) | | 462 |
| | (34 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Greenville | | SC | | — |
| | 516 |
| | 631 |
| | — |
| | 1,147 |
| | (200 | ) | | 7/31/2013 | | 1975 |
| Wendy's | | N. Myrtle Beach | | SC | | — |
| | 464 |
| | 861 |
| | 142 |
| | 1,467 |
| | (273 | ) | | 7/31/2013 | | 1983 |
| Vacant | | Spartanburg | | SC | | — |
| | 699 |
| | 572 |
| | (818 | ) | | 453 |
| | (13 | ) | | 7/31/2013 | | 1977 |
| Whataburger | | Ingleside | | TX | | — |
| | 1,106 |
| | 474 |
| | — |
| | 1,580 |
| | (150 | ) | | 7/31/2013 | | 1986 |
| Denny's | | Bloomington | | MN | | — |
| | 1,184 |
| | — |
| | — |
| | 1,184 |
| | — |
| | 7/31/2013 | | 1995 |
| Long John Silver's / A&W | | Penn Hills | | PA | | — |
| | 438 |
| | 656 |
| | — |
| | 1,094 |
| | (208 | ) | | 7/31/2013 | | 1993 |
| Wendy's | | Port Orange | | FL | | — |
| | 695 |
| | 569 |
| | — |
| | 1,264 |
| | (181 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Fairburn | | GA | | — |
| | 1,076 |
| | 1,316 |
| | — |
| | 2,392 |
| | (418 | ) | | 7/31/2013 | | 2002 |
| Applebee's | | Auburn | | AL | | — |
| | 1,155 |
| | 1,732 |
| | — |
| | 2,887 |
| | (595 | ) | | 7/31/2013 | | 1993 |
| Applebee's | | Phenix City | | AL | | — |
| | 1,488 |
| | 2,232 |
| | — |
| | 3,720 |
| | (766 | ) | | 7/31/2013 | | 1999 |
| Applebee's | | Arvada | | CO | | — |
| | 754 |
| | 1,760 |
| | — |
| | 2,514 |
| | (604 | ) | | 7/31/2013 | | 1996 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| CVS | | Metairie | | LA | | 4,121 |
| | 1,895 |
| | 3,519 |
| | 16 |
| | 5,430 |
| | (890 | ) | | 10/1/2013 | | 2012 |
| CVS | | New Orleans | | LA | | 3,719 |
| | 2,439 |
| | 2,439 |
| | 16 |
| | 4,894 |
| | (618 | ) | | 10/1/2013 | | 2012 |
| CVS | | Slidell | | LA | | 4,355 |
| | 1,142 |
| | 4,568 |
| | 16 |
| | 5,726 |
| | (1,155 | ) | | 10/1/2013 | | 2012 |
| CVS | | Hingham | | MA | | 5,695 |
| | 1,873 |
| | 5,619 |
| | 15 |
| | 7,507 |
| | (1,420 | ) | | 10/1/2013 | | 2012 |
| CVS | | Malden | | MA | | 5,360 |
| | 1,757 |
| | 5,271 |
| | 14 |
| | 7,042 |
| | (1,332 | ) | | 10/1/2013 | | 2012 |
| CVS | | Detroit | | MI | | — |
| | 270 |
| | 2,427 |
| | (5 | ) | | 2,692 |
| | (709 | ) | | 2/28/2013 | | 1999 |
| CVS | | Harper Woods | | MI | | — |
| | 499 |
| | 2,829 |
| | — |
| | 3,328 |
| | (827 | ) | | 2/28/2013 | | 1999 |
| CVS | | Minneapolis | | MN | | — |
| | 266 |
| | 4,693 |
| | — |
| | 4,959 |
| | (912 | ) | | 2/7/2014 | | 2009 |
| CVS | | Independence | | MO | | — |
| | 780 |
| | 3,121 |
| | — |
| | 3,901 |
| | (686 | ) | | 5/19/2014 | | 2000 |
| CVS | | St. Joseph | | MO | | 3,015 |
| | 1,022 |
| | 3,067 |
| | 16 |
| | 4,105 |
| | (776 | ) | | 10/1/2013 | | 2012 |
| CVS | | Southaven | | MS | | 3,030 |
| | 1,849 |
| | 3,217 |
| | — |
| | 5,066 |
| | (830 | ) | | 2/7/2014 | | 2009 |
| CVS | | Southaven | | MS | | 4,270 |
| | 1,281 |
| | 4,100 |
| | — |
| | 5,381 |
| | (1,036 | ) | | 2/7/2014 | | 2009 |
| CVS | | Beaufort | | NC | | 2,781 |
| | 378 |
| | 3,404 |
| | 16 |
| | 3,798 |
| | (861 | ) | | 10/1/2013 | | 2011 |
| CVS | | Charlotte | | NC | | — |
| | 1,185 |
| | 2,176 |
| | — |
| | 3,361 |
| | (452 | ) | | 2/7/2014 | | 2008 |
| CVS | | Eden | | NC | | — |
| | 836 |
| | 1,450 |
| | — |
| | 2,286 |
| | (317 | ) | | 2/7/2014 | | 1998 |
| CVS | | Kernersville | | NC | | — |
| | 960 |
| | 1,313 |
| | — |
| | 2,273 |
| | (285 | ) | | 2/7/2014 | | 1998 |
| CVS | | Weaverville | | NC | | 3,098 |
| | 1,998 |
| | 4,307 |
| | — |
| | 6,305 |
| | (1,008 | ) | | 2/7/2014 | | 2009 |
| CVS | | Cherry Hill | | NJ | | — |
| | 2,255 |
| | — |
| | — |
| | 2,255 |
| | — |
| | 2/7/2014 | | 2011 |
| CVS | | Edison | | NJ | | — |
| | 3,318 |
| | — |
| | — |
| | 3,318 |
| | — |
| | 2/7/2014 | | 2008 |
| CVS | | Lawrenceville | | NJ | | 5,170 |
| | 2,674 |
| | 6,412 |
| | — |
| | 9,086 |
| | (1,377 | ) | | 2/7/2014 | | 2009 |
| CVS | | Albuquerque | | NM | | 3,719 |
| | 975 |
| | 3,899 |
| | 16 |
| | 4,890 |
| | (986 | ) | | 10/1/2013 | | 2011 |
| CVS | | Albuquerque | | NM | | 3,920 |
| | 1,029 |
| | 4,118 |
| | 17 |
| | 5,164 |
| | (1,042 | ) | | 10/1/2013 | | 2011 |
| CVS | | Las Cruces | | NM | | 4,925 |
| | 1,295 |
| | 5,178 |
| | 17 |
| | 6,490 |
| | (1,309 | ) | | 10/1/2013 | | 2012 |
| CVS | | North Las Vegas | | NV | | 3,268 |
| | 1,374 |
| | 3,207 |
| | — |
| | 4,581 |
| | (998 | ) | | 8/22/2012 | | 2004 |
| CVS | | Sparks | | NV | | — |
| | 486 |
| | 5,894 |
| | — |
| | 6,380 |
| | (1,298 | ) | | 2/7/2014 | | 2009 |
| CVS | | Henrietta | | NY | | — |
| | 965 |
| | 1,180 |
| | (2 | ) | | 2,143 |
| | (358 | ) | | 11/8/2012 | | 1997 |
| CVS | | Mineola | | NY | | 2,280 |
| | — |
| | 5,120 |
| | — |
| | 5,120 |
| | (1,076 | ) | | 2/7/2014 | | 2008 |
| CVS | | Warren | | OH | | — |
| | 560 |
| | 1,622 |
| | — |
| | 2,182 |
| | (351 | ) | | 2/7/2014 | | 2008 |
| CVS | | Oklahoma City | | OK | | — |
| | 569 |
| | 1,609 |
| | — |
| | 2,178 |
| | (331 | ) | | 2/7/2014 | | 1996 |
| CVS | | The Village | | OK | | 3,425 |
| | 520 |
| | 4,730 |
| | — |
| | 5,250 |
| | (1,026 | ) | | 2/7/2014 | | 2009 |
| CVS | | Tulsa | | OK | | 2,446 |
| | 950 |
| | 2,216 |
| | 16 |
| | 3,182 |
| | (561 | ) | | 10/1/2013 | | 2010 |
| CVS | | Freeland | | PA | | 982 |
| | 122 |
| | 1,096 |
| | — |
| | 1,218 |
| | (341 | ) | | 8/8/2012 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Applebee's | | Brighton | | CO | | — |
| | 657 |
| | 1,972 |
| | — |
| | 2,629 |
| | (677 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Colorado Springs | | CO | | — |
| | 499 |
| | 1,996 |
| | — |
| | 2,495 |
| | (685 | ) | | 7/31/2013 | | 1995 |
| Applebee's | | Colorado Springs | | CO | | — |
| | 629 |
| | 1,888 |
| | — |
| | 2,517 |
| | (648 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Greeley | | CO | | — |
| | 559 |
| | 2,235 |
| | — |
| | 2,794 |
| | (767 | ) | | 7/31/2013 | | 1995 |
| Applebee's | | Northglenn | | CO | | — |
| | 578 |
| | 1,734 |
| | — |
| | 2,312 |
| | (595 | ) | | 7/31/2013 | | 1993 |
| Applebee's | | Pueblo | | CO | | — |
| | 960 |
| | 2,879 |
| | — |
| | 3,839 |
| | (989 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Bradenton | | FL | | — |
| | 2,475 |
| | 3,713 |
| | — |
| | 6,188 |
| | (1,275 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Crestview | | FL | | — |
| | 943 |
| | 1,752 |
| | — |
| | 2,695 |
| | (602 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Crystal River | | FL | | — |
| | 1,328 |
| | 2,467 |
| | — |
| | 3,795 |
| | (847 | ) | | 7/31/2013 | | 2001 |
| Applebee's | | Davenport | | FL | | — |
| | 1,506 |
| | 4,517 |
| | — |
| | 6,023 |
| | (1,551 | ) | | 7/31/2013 | | 2007 |
| Applebee's | | Inverness | | FL | | — |
| | 1,977 |
| | 2,965 |
| | — |
| | 4,942 |
| | (1,018 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Lakeland | | FL | | — |
| | 1,283 |
| | 2,383 |
| | — |
| | 3,666 |
| | (818 | ) | | 7/31/2013 | | 1997 |
| Applebee's | | Lakeland | | FL | | — |
| | 1,959 |
| | 3,638 |
| | — |
| | 5,597 |
| | (1,249 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Largo | | FL | | — |
| | 2,334 |
| | 3,501 |
| | — |
| | 5,835 |
| | (1,202 | ) | | 7/31/2013 | | 1995 |
| Applebee's | | New Port Richey | | FL | | — |
| | 1,695 |
| | 3,147 |
| | — |
| | 4,842 |
| | (1,081 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Riverview | | FL | | — |
| | 1,849 |
| | 3,434 |
| | — |
| | 5,283 |
| | (1,180 | ) | | 7/31/2013 | | 2006 |
| Applebee's | | St. Petersburg | | FL | | — |
| | 2,329 |
| | 3,493 |
| | — |
| | 5,822 |
| | (1,200 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Temple Terrace | | FL | | — |
| | 2,396 |
| | 3,594 |
| | — |
| | 5,990 |
| | (1,234 | ) | | 7/31/2013 | | 1993 |
| Applebee's | | Wesley Chapel | | FL | | — |
| | 3,272 |
| | 3,272 |
| | — |
| | 6,544 |
| | (1,124 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Winter Haven | | FL | | — |
| | 2,130 |
| | 2,603 |
| | — |
| | 4,733 |
| | (894 | ) | | 7/31/2013 | | 1999 |
| Applebee's | | Augusta | | GA | | — |
| | 1,254 |
| | 2,329 |
| | — |
| | 3,583 |
| | (800 | ) | | 7/31/2013 | | 1987 |
| Applebee's | | Dublin | | GA | | — |
| | 1,171 |
| | 1,431 |
| | — |
| | 2,602 |
| | (491 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Evans | | GA | | — |
| | 1,426 |
| | 2,649 |
| | — |
| | 4,075 |
| | (910 | ) | | 7/31/2013 | | 2004 |
| Applebee's | | Milledgeville | | GA | | — |
| | 1,174 |
| | 1,761 |
| | — |
| | 2,935 |
| | (605 | ) | | 7/31/2013 | | 1999 |
| Applebee's | | Savannah | | GA | | — |
| | 1,329 |
| | 2,468 |
| | — |
| | 3,797 |
| | (848 | ) | | 7/31/2013 | | 1994 |
| Applebee's | | Boise | | ID | | — |
| | 948 |
| | 1,761 |
| | — |
| | 2,709 |
| | (605 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Nampa | | ID | | — |
| | 729 |
| | 2,915 |
| | — |
| | 3,644 |
| | (1,001 | ) | | 7/31/2013 | | 2000 |
| Applebee's | | Pocatello | | ID | | — |
| | 612 |
| | 1,837 |
| | — |
| | 2,449 |
| | (631 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Hobbs | | NM | | — |
| | 600 |
| | 3,401 |
| | — |
| | 4,001 |
| | (1,168 | ) | | 7/31/2013 | | 2002 |
| Applebee's | | Rio Rancho | | NM | | — |
| | 645 |
| | 3,654 |
| | — |
| | 4,299 |
| | (1,255 | ) | | 7/31/2013 | | 1995 |
| Applebee's | | Roswell | | NM | | — |
| | 405 |
| | 2,295 |
| | — |
| | 2,700 |
| | (788 | ) | | 7/31/2013 | | 1998 |
| Applebee's | | Clackamas | | OR | | — |
| | 901 |
| | 2,103 |
| | — |
| | 3,004 |
| | (722 | ) | | 7/31/2013 | | 1997 |
| Applebee's | | Lake Oswego | | OR | | — |
| | 1,352 |
| | 1,652 |
| | — |
| | 3,004 |
| | (568 | ) | | 7/31/2013 | | 1993 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Applebee's | | Tualatin | | OR | | — |
| | 1,116 |
| | 2,072 |
| | — |
| | 3,188 |
| | (712 | ) | | 7/31/2013 | | 2002 |
| Applebee's | | Richland | | WA | | — |
| | 1,112 |
| | 2,064 |
| | — |
| | 3,176 |
| | (709 | ) | | 7/31/2013 | | 2003 |
| Applebee's | | Vancouver | | WA | | — |
| | 718 |
| | 1,675 |
| | — |
| | 2,393 |
| | (575 | ) | | 7/31/2013 | | 2001 |
| Arby's | | Apopka | | FL | | — |
| | 464 |
| | 697 |
| | — |
| | 1,161 |
| | (221 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Atlanta | | GA | | — |
| | 1,207 |
| | 987 |
| | — |
| | 2,194 |
| | (313 | ) | | 7/31/2013 | | 1984 |
| Arby's | | Hopkinsville | | KY | | — |
| | 432 |
| | 528 |
| | — |
| | 960 |
| | (168 | ) | | 7/31/2013 | | 1985 |
| Arby's | | Grandville | | MI | | — |
| | 1,133 |
| | 755 |
| | 1 |
| | 1,889 |
| | (240 | ) | | 7/31/2013 | | 1982 |
| Arby's | | Wyoming | | MI | | — |
| | 1,513 |
| | 648 |
| | — |
| | 2,161 |
| | (206 | ) | | 7/31/2013 | | 1970 |
| Arby's | | Chattanooga | | TN | | — |
| | 201 |
| | 469 |
| | — |
| | 670 |
| | (149 | ) | | 7/31/2013 | | 1998 |
| Arby's | | Memphis | | TN | | — |
| | 449 |
| | 835 |
| | — |
| | 1,284 |
| | (265 | ) | | 7/31/2013 | | 1998 |
| Bojangles | | Denver | | NC | | — |
| | 1,013 |
| | 1,881 |
| | — |
| | 2,894 |
| | (597 | ) | | 7/31/2013 | | 1997 |
| Bojangles | | Statesville | | NC | | — |
| | 646 |
| | 1,937 |
| | — |
| | 2,583 |
| | (615 | ) | | 7/31/2013 | | 1988 |
| Bruegger's Bagels | | Durham | | NC | | — |
| | 312 |
| | 728 |
| | — |
| | 1,040 |
| | (231 | ) | | 7/31/2013 | | 1926 |
| Buffalo Wild Wings | | Langhorne | | PA | | — |
| | 815 |
| | 815 |
| | — |
| | 1,630 |
| | (280 | ) | | 7/31/2013 | | 1999 |
| Burger King | | Andalusia | | AL | | — |
| | 181 |
| | 1,025 |
| | — |
| | 1,206 |
| | (325 | ) | | 7/31/2013 | | 2000 |
| Burger King | | Atmore | | AL | | — |
| | 181 |
| | 723 |
| | — |
| | 904 |
| | (230 | ) | | 7/31/2013 | | 2000 |
| Burger King | | Brewton | | AL | | — |
| | 307 |
| | 920 |
| | — |
| | 1,227 |
| | (292 | ) | | 7/31/2013 | | 1993 |
| Burger King | | Dothan | | AL | | — |
| | 628 |
| | 1,167 |
| | (14 | ) | | 1,781 |
| | (370 | ) | | 7/31/2013 | | 1983 |
| Burger King | | Dothan | | AL | | — |
| | 594 |
| | 1,104 |
| | — |
| | 1,698 |
| | (350 | ) | | 7/31/2013 | | 1999 |
| Burger King | | Enterprise | | AL | | — |
| | 437 |
| | 655 |
| | — |
| | 1,092 |
| | (208 | ) | | 7/31/2013 | | 1985 |
| Burger King | | Evergreen | | AL | | — |
| | 172 |
| | 689 |
| | — |
| | 861 |
| | (219 | ) | | 7/31/2013 | | 1997 |
| Burger King | | Monroeville | | AL | | — |
| | 325 |
| | 604 |
| | — |
| | 929 |
| | (192 | ) | | 7/31/2013 | | 1997 |
| Burger King | | Opp | | AL | | — |
| | 214 |
| | 857 |
| | — |
| | 1,071 |
| | (272 | ) | | 7/31/2013 | | 1994 |
| Burger King | | Troy | | AL | | — |
| | 461 |
| | 1,383 |
| | — |
| | 1,844 |
| | (439 | ) | | 7/31/2013 | | 1984 |
| Burger King | | Defuniak Springs | | FL | | — |
| | 362 |
| | 1,087 |
| | — |
| | 1,449 |
| | (345 | ) | | 7/31/2013 | | 1989 |
| Burger King | | Niceville | | FL | | — |
| | 598 |
| | 399 |
| | — |
| | 997 |
| | (127 | ) | | 7/31/2013 | | 1994 |
| Burger King | | Panama City | | FL | | — |
| | 319 |
| | 956 |
| | (640 | ) | | 635 |
| | (136 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Springfield | | FL | | — |
| | 324 |
| | 971 |
| | — |
| | 1,295 |
| | (308 | ) | | 7/31/2013 | | 1995 |
| Burger King | | Tallahassee | | FL | | — |
| | 720 |
| | 720 |
| | — |
| | 1,440 |
| | (228 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Tallahassee | | FL | | — |
| | 843 |
| | 454 |
| | — |
| | 1,297 |
| | (144 | ) | | 7/31/2013 | | 1980 |
| Burger King | | Augusta | | GA | | — |
| | 693 |
| | 2,080 |
| | — |
| | 2,773 |
| | (660 | ) | | 7/31/2013 | | 1986 |
| Burger King | | Bainbridge | | GA | | — |
| | 347 |
| | 1,042 |
| | — |
| | 1,389 |
| | (331 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Cairo | | GA | | — |
| | 245 |
| | 981 |
| | — |
| | 1,226 |
| | (311 | ) | | 7/31/2013 | | 1997 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| CVS | | Mechanicsburg | | PA | | 3,582 |
| | 1,155 |
| | 3,465 |
| | — |
| | 4,620 |
| | (1,052 | ) | | 11/29/2012 | | 2008 |
| CVS | | New Castle | | PA | | — |
| | 412 |
| | 2,337 |
| | — |
| | 2,749 |
| | (716 | ) | | 10/31/2012 | | 1999 |
| CVS | | Shippensburg | | PA | | 1,859 |
| | 351 |
| | 1,988 |
| | — |
| | 2,339 |
| | (582 | ) | | 2/8/2013 | | 2002 |
| CVS | | Titusville | | PA | | — |
| | 670 |
| | 683 |
| | — |
| | 1,353 |
| | (309 | ) | | 2/7/2014 | | 1998 |
| CVS | | Towanda | | PA | | 878 |
| | — |
| | 877 |
| | — |
| | 877 |
| | (248 | ) | | 4/24/2013 | | 2003 |
| CVS | | Anderson | | SC | | — |
| | 623 |
| | 1,389 |
| | — |
| | 2,012 |
| | (291 | ) | | 2/7/2014 | | 1998 |
| CVS | | Cayce | | SC | | — |
| | 1,750 |
| | 2,701 |
| | — |
| | 4,451 |
| | (651 | ) | | 2/7/2014 | | 2009 |
| CVS | | Columbia | | SC | | 2,278 |
| | — |
| | 2,811 |
| | — |
| | 2,811 |
| | (752 | ) | | 7/2/2013 | | 2006 |
| CVS | | Greenville | | SC | | — |
| | 169 |
| | 1,520 |
| | — |
| | 1,689 |
| | (445 | ) | | 2/28/2013 | | 1997 |
| CVS | | Greenville | | SC | | — |
| | 1,108 |
| | 1,816 |
| | — |
| | 2,924 |
| | (411 | ) | | 2/7/2014 | | 1998 |
| CVS | | Piedmont | | SC | | — |
| | 836 |
| | 1,206 |
| | — |
| | 2,042 |
| | (249 | ) | | 2/7/2014 | | 1998 |
| CVS | | Jackson | | TN | | 3,082 |
| | 1,209 |
| | 2,822 |
| | 16 |
| | 4,047 |
| | (714 | ) | | 10/1/2013 | | 2012 |
| CVS | | Knoxville | | TN | | 2,613 |
| | 1,190 |
| | 2,210 |
| | 16 |
| | 3,416 |
| | (560 | ) | | 10/1/2013 | | 2011 |
| CVS | | Nashville | | TN | | — |
| | 203 |
| | 1,148 |
| | (4 | ) | | 1,347 |
| | (354 | ) | | 9/28/2012 | | 1996 |
| CVS | | Converse | | TX | | 3,538 |
| | 1,390 |
| | 3,243 |
| | 15 |
| | 4,648 |
| | (821 | ) | | 10/1/2013 | | 2011 |
| CVS | | Dumas | | TX | | 2,312 |
| | 846 |
| | 2,537 |
| | 16 |
| | 3,399 |
| | (642 | ) | | 10/1/2013 | | 2011 |
| CVS | | Duncanville | | TX | | — |
| | 670 |
| | 2,681 |
| | — |
| | 3,351 |
| | (594 | ) | | 5/19/2014 | | 2000 |
| CVS | | Edinburg | | TX | | — |
| | 1,179 |
| | 3,060 |
| | — |
| | 4,239 |
| | (697 | ) | | 2/7/2014 | | 2008 |
| CVS | | Elsa | | TX | | 2,814 |
| | 915 |
| | 2,744 |
| | 16 |
| | 3,675 |
| | (694 | ) | | 10/1/2013 | | 2011 |
| CVS | | Ft . Worth | | TX | | 4,147 |
| | 2,453 |
| | 3,679 |
| | 15 |
| | 6,147 |
| | (931 | ) | | 10/1/2013 | | 2011 |
| CVS | | Gainesville | | TX | | 2,215 |
| | 341 |
| | 3,334 |
| | — |
| | 3,675 |
| | (701 | ) | | 2/7/2014 | | 2003 |
| CVS | | San Antonio | | TX | | 3,806 |
| | 1,996 |
| | 2,993 |
| | 15 |
| | 5,004 |
| | (757 | ) | | 10/1/2013 | | 2011 |
| CVS | | San Antonio | | TX | | 4,422 |
| | 2,034 |
| | 3,778 |
| | 15 |
| | 5,827 |
| | (955 | ) | | 10/1/2013 | | 2011 |
| CVS | | San Antonio | | TX | | 2,660 |
| | 868 |
| | 2,605 |
| | 16 |
| | 3,489 |
| | (660 | ) | | 10/1/2013 | | 2012 |
| CVS | | San Juan | | TX | | 2,345 |
| | 610 |
| | 2,441 |
| | 16 |
| | 3,067 |
| | (618 | ) | | 10/1/2013 | | 2012 |
| CVS | | Hardy | | VA | | 2,035 |
| | 686 |
| | 2,059 |
| | — |
| | 2,745 |
| | (571 | ) | | 5/16/2013 | | 2005 |
| CVS | | Lynchburg | | VA | | 1,748 |
| | 914 |
| | 2,987 |
| | 70 |
| | 3,971 |
| | (657 | ) | | 2/7/2014 | | 1999 |
| CVS | | Madison Heights | | VA | | 1,592 |
| | 1,015 |
| | 2,589 |
| | 68 |
| | 3,672 |
| | (561 | ) | | 2/7/2014 | | 1997 |
| CVS | | Norfolk | | VA | | 2,399 |
| | 697 |
| | 2,789 |
| | 16 |
| | 3,502 |
| | (706 | ) | | 10/1/2013 | | 2011 |
| CVS | | Portsmouth | | VA | | 3,367 |
| | 1,230 |
| | 3,690 |
| | 16 |
| | 4,936 |
| | (933 | ) | | 10/1/2013 | | 2012 |
| CVS | | Roanoke | | VA | | 2,269 |
| | 825 |
| | 2,474 |
| | 14 |
| | 3,313 |
| | (626 | ) | | 10/1/2013 | | 2011 |
| CVS | | Virginia Beach | | VA | | 3,114 |
| | 683 |
| | 3,868 |
| | 14 |
| | 4,565 |
| | (978 | ) | | 10/1/2013 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Burger King | | Roswell | | GA | | — |
| | 495 |
| | 1,156 |
| | — |
| | 1,651 |
| | (367 | ) | | 7/31/2013 | | 1998 |
| Burger King | | Valdosta | | GA | | — |
| | 564 |
| | 376 |
| | — |
| | 940 |
| | (119 | ) | | 7/31/2013 | | 1987 |
| Burger King | | Des Moines | | IA | | — |
| | 1,160 |
| | 949 |
| | — |
| | 2,109 |
| | (301 | ) | | 7/31/2013 | | 1987 |
| Burger King | | Perry | | IA | | — |
| | 557 |
| | 680 |
| | — |
| | 1,237 |
| | (216 | ) | | 7/31/2013 | | 1997 |
| Burger King | | Red Oak | | IA | | — |
| | 334 |
| | 1,002 |
| | — |
| | 1,336 |
| | (318 | ) | | 7/31/2013 | | 1988 |
| Burger King | | Shenandoah | | IA | | — |
| | 313 |
| | 582 |
| | — |
| | 895 |
| | (185 | ) | | 7/31/2013 | | 1988 |
| Burger King | | Stuart | | IA | | — |
| | 607 |
| | 911 |
| | — |
| | 1,518 |
| | (289 | ) | | 7/31/2013 | | 1997 |
| Burger King | | Maywood | | IL | | — |
| | 860 |
| | 1,051 |
| | (357 | ) | | 1,554 |
| | (194 | ) | | 7/31/2013 | | 2003 |
| Burger King | | Detroit | | MI | | — |
| | 614 |
| | 331 |
| | — |
| | 945 |
| | (105 | ) | | 7/31/2013 | | 1988 |
| Burger King | | Grand Rapids | | MI | | — |
| | 346 |
| | 807 |
| | — |
| | 1,153 |
| | (256 | ) | | 7/31/2013 | | 1985 |
| Burger King | | Hudsonville | | MI | | — |
| | 451 |
| | 676 |
| | — |
| | 1,127 |
| | (215 | ) | | 7/31/2013 | | 1988 |
| Burger King | | L'Anse | | MI | | — |
| | 32 |
| | 616 |
| | — |
| | 648 |
| | (196 | ) | | 7/31/2013 | | 1999 |
| Burger King | | Walker | | MI | | — |
| | 305 |
| | 711 |
| | — |
| | 1,016 |
| | (226 | ) | | 7/31/2013 | | 1973 |
| Burger King | | Hastings | | MN | | — |
| | 328 |
| | 608 |
| | 200 |
| | 1,136 |
| | (211 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Clarksdale | | MS | | — |
| | 865 |
| | 865 |
| | — |
| | 1,730 |
| | (275 | ) | | 7/31/2013 | | 1988 |
| Burger King | | Cleveland | | MS | | — |
| | 688 |
| | 1,606 |
| | — |
| | 2,294 |
| | (510 | ) | | 7/31/2013 | | 1985 |
| Burger King | | Greenville | | MS | | — |
| | 573 |
| | 1,337 |
| | — |
| | 1,910 |
| | (424 | ) | | 7/31/2013 | | 2004 |
| Burger King | | Greenville | | MS | | — |
| | 351 |
| | 820 |
| | — |
| | 1,171 |
| | (260 | ) | | 7/31/2013 | | 1993 |
| Burger King | | Greenwood | | MS | | — |
| | 692 |
| | 1,038 |
| | — |
| | 1,730 |
| | (329 | ) | | 7/31/2013 | | 1988 |
| Burger King | | Grenada | | MS | | — |
| | 536 |
| | 805 |
| | — |
| | 1,341 |
| | (255 | ) | | 7/31/2013 | | 1989 |
| Burger King | | Philadelphia | | MS | | — |
| | 402 |
| | 939 |
| | — |
| | 1,341 |
| | (298 | ) | | 7/31/2013 | | 1993 |
| Burger King | | Yazoo City | | MS | | — |
| | 489 |
| | 909 |
| | — |
| | 1,398 |
| | (288 | ) | | 7/31/2013 | | 1993 |
| Burger King | | Blair | | NE | | — |
| | 272 |
| | 1,087 |
| | — |
| | 1,359 |
| | (345 | ) | | 7/31/2013 | | 1987 |
| Burger King | | Wahoo | | NE | | — |
| | 196 |
| | 1,109 |
| | — |
| | 1,305 |
| | (352 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Nashua | | NH | | — |
| | 655 |
| | 655 |
| | — |
| | 1,310 |
| | (208 | ) | | 7/31/2013 | | 2008 |
| Burger King | | Dayton | | OH | | — |
| | 569 |
| | 466 |
| | — |
| | 1,035 |
| | (148 | ) | | 7/31/2013 | | 1990 |
| Burger King | | Harrisburg | | PA | | — |
| | 619 |
| | 412 |
| | — |
| | 1,031 |
| | (131 | ) | | 7/31/2013 | | 1985 |
| Burger King | | North Augusta | | SC | | — |
| | 256 |
| | 1,451 |
| | — |
| | 1,707 |
| | (460 | ) | | 7/31/2013 | | 1985 |
| Burger King | | North Augusta | | SC | | — |
| | 450 |
| | 1,050 |
| | — |
| | 1,500 |
| | (333 | ) | | 7/31/2013 | | 1985 |
| Burger King | | Gallatin | | TN | | — |
| | 199 |
| | 463 |
| | — |
| | 662 |
| | (147 | ) | | 7/31/2013 | | 1984 |
| Burger King | | Laredo | | TX | | — |
| | 684 |
| | 1,026 |
| | — |
| | 1,710 |
| | (325 | ) | | 7/31/2013 | | 2002 |
| Burger King | | Texas City | | TX | | — |
| | 421 |
| | 782 |
| | 300 |
| | 1,503 |
| | (285 | ) | | 7/31/2013 | | 1984 |
| Burger King | | Rhinelander | | WI | | — |
| | 260 |
| | 606 |
| | 200 |
| | 1,066 |
| | (192 | ) | | 7/31/2013 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| CVS | | Williamsburg | | VA | | 4,115 |
| | 907 |
| | 5,137 |
| | 16 |
| | 6,060 |
| | (1,299 | ) | | 10/1/2013 | | 2011 |
| Dahl's | | Des Moines | | IA | | — |
| | 628 |
| | 3,947 |
| | — |
| | 4,575 |
| | (857 | ) | | 2/7/2014 | | 1947 |
| Dahl's | | Des Moines | | IA | | — |
| | 1,163 |
| | 1,649 |
| | — |
| | 2,812 |
| | (361 | ) | | 2/7/2014 | | 1959 |
| Dahl's | | Des Moines | | IA | | — |
| | 2,871 |
| | 11,761 |
| | — |
| | 14,632 |
| | (2,490 | ) | | 2/7/2014 | | 2011 |
| Dahl's | | Johnston | | IA | | — |
| | 3,202 |
| | 6,644 |
| | — |
| | 9,846 |
| | (1,444 | ) | | 2/7/2014 | | 2000 |
| Dairy Queen | | Mauldin | | SC | | — |
| | 133 |
| | — |
| | — |
| | 133 |
| | — |
| | 6/27/2013 | | 1995 |
| Dairy Queen | | Alto | | TX | | — |
| | 50 |
| | 110 |
| | — |
| | 160 |
| | (27 | ) | | 6/27/2013 | | 1995 |
| Dairy Queen | | Pineland | | TX | | — |
| | 40 |
| | 120 |
| | — |
| | 160 |
| | (30 | ) | | 6/27/2013 | | 1995 |
| Dairy Queen | | Silsbee | | TX | | — |
| | 60 |
| | 100 |
| | — |
| | 160 |
| | (25 | ) | | 6/27/2013 | | 1995 |
| Dairy Queen | | Woodville | | TX | | — |
| | 98 |
| | 65 |
| | — |
| | 163 |
| | (15 | ) | | 7/31/2013 | | 1980 |
| DaVita Dialysis | | Osceola | | AR | | — |
| | 137 |
| | 1,232 |
| | — |
| | 1,369 |
| | (277 | ) | | 3/28/2013 | | 2009 |
| DaVita Dialysis | | Casselberry | | FL | | — |
| | 392 |
| | 2,320 |
| | — |
| | 2,712 |
| | (427 | ) | | 2/7/2014 | | 2007 |
| DaVita Dialysis | | Palatka | | FL | | — |
| | 207 |
| | 1,173 |
| | — |
| | 1,380 |
| | (250 | ) | | 6/5/2013 | | 2013 |
| DaVita Dialysis | | Sanford | | FL | | — |
| | 530 |
| | 2,793 |
| | — |
| | 3,323 |
| | (478 | ) | | 2/7/2014 | | 2005 |
| DaVita Dialysis | | Augusta | | GA | | — |
| | 118 |
| | 1,818 |
| | — |
| | 1,936 |
| | (274 | ) | | 2/7/2014 | | 2000 |
| DaVita Dialysis | | Douglasville | | GA | | — |
| | 119 |
| | 1,858 |
| | — |
| | 1,977 |
| | (281 | ) | | 2/7/2014 | | 2001 |
| DaVita Dialysis | | Ft. Wayne | | IN | | — |
| | 394 |
| | 2,963 |
| | (7 | ) | | 3,350 |
| | (471 | ) | | 2/7/2014 | | 2008 |
| DaVita Dialysis | | Hiawatha | | KS | | — |
| | 69 |
| | 1,302 |
| | — |
| | 1,371 |
| | (283 | ) | | 5/30/2013 | | 2012 |
| DaVita Dialysis | | New Orleans | | LA | | — |
| | 511 |
| | 2,237 |
| | — |
| | 2,748 |
| | (301 | ) | | 9/30/2014 | | 2010 |
| DaVita Dialysis | | Allen Park | | MI | | — |
| | 209 |
| | 1,885 |
| | — |
| | 2,094 |
| | (512 | ) | | 12/31/2012 | | 1955 |
| DaVita Dialysis | | Grand Rapids | | MI | | — |
| | 215 |
| | 1,794 |
| | — |
| | 2,009 |
| | (312 | ) | | 2/7/2014 | | 1997 |
| DaVita Dialysis | | Clinton | | MO | | — |
| | 128 |
| | 896 |
| | — |
| | 1,024 |
| | (168 | ) | | 2/26/2014 | | 2003 |
| DaVita Dialysis | | St. Pauls | | NC | | — |
| | 138 |
| | 1,246 |
| | — |
| | 1,384 |
| | (256 | ) | | 8/2/2013 | | 2006 |
| DaVita Dialysis | | Akron | | OH | | — |
| | 312 |
| | 1,994 |
| | — |
| | 2,306 |
| | (342 | ) | | 3/31/2014 | | 1932 |
| DaVita Dialysis | | Cincinnati | | OH | | — |
| | 219 |
| | 878 |
| | (2 | ) | | 1,095 |
| | (197 | ) | | 3/28/2013 | | 2008 |
| DaVita Dialysis | | Georgetown | | OH | | — |
| | 125 |
| | 706 |
| | (1 | ) | | 830 |
| | (159 | ) | | 3/28/2013 | | 2009 |
| DaVita Dialysis | | Willow Grove | | PA | | — |
| | 311 |
| | 3,886 |
| | 36 |
| | 4,233 |
| | (616 | ) | | 2/7/2014 | | 1989 |
| DaVita Dialysis | | Hartsville | | SC | | — |
| | 126 |
| | 1,136 |
| | — |
| | 1,262 |
| | (247 | ) | | 5/30/2013 | | 2013 |
| DaVita Dialysis | | Beeville | | TX | | — |
| | 99 |
| | 1,879 |
| | — |
| | 1,978 |
| | (510 | ) | | 12/31/2012 | | 1979 |
| DaVita Dialysis | | Federal Way | | WA | | 17,751 |
| | 1,929 |
| | 22,357 |
| | — |
| | 24,286 |
| | (7,080 | ) | | 11/21/2012 | | 2000 |
| Del Monte | | Lathrop | | CA | | — |
| | 3,414 |
| | 41,318 |
| | 526 |
| | 45,258 |
| | (10,419 | ) | | 11/5/2013 | | 1993 |
| Denny's | | Mesa | | AZ | | — |
| | 1,089 |
| | 891 |
| | — |
| | 1,980 |
| | (236 | ) | | 7/31/2013 | | 1994 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Castle Dental | | Murfreesboro | | TN | | — |
| | 256 |
| | 256 |
| | — |
| | 512 |
| | (88 | ) | | 7/31/2013 | | 1996 |
| Checkers | | Jacksonville | | FL | | — |
| | 731 |
| | 1,096 |
| | — |
| | 1,827 |
| | (348 | ) | | 7/31/2013 | | 1993 |
| Chevy's | | Miami | | FL | | — |
| | 1,455 |
| | 783 |
| | — |
| | 2,238 |
| | (269 | ) | | 7/31/2013 | | 1995 |
| Church's Chicken | | Atmore | | AL | | — |
| | 144 |
| | 574 |
| | — |
| | 718 |
| | (182 | ) | | 7/31/2013 | | 1976 |
| Church's Chicken | | Bay Minette | | AL | | — |
| | 134 |
| | 757 |
| | — |
| | 891 |
| | (240 | ) | | 7/31/2013 | | 2003 |
| Church's Chicken | | Flomaton | | AL | | — |
| | 173 |
| | 518 |
| | — |
| | 691 |
| | (164 | ) | | 7/31/2013 | | 1981 |
| Church's Chicken | | Jackson | | AL | | — |
| | 127 |
| | 719 |
| | — |
| | 846 |
| | (228 | ) | | 7/31/2013 | | 1982 |
| Church's Chicken | | Orlando | | FL | | — |
| | 254 |
| | 380 |
| | — |
| | 634 |
| | (121 | ) | | 7/31/2013 | | 1984 |
| Vacant | | Augusta | | GA | | — |
| | 178 |
| | 533 |
| | (591 | ) | | 120 |
| | (9 | ) | | 7/31/2013 | | 1981 |
| Church's Chicken | | Augusta | | GA | | — |
| | 256 |
| | 597 |
| | — |
| | 853 |
| | (189 | ) | | 7/31/2013 | | 1976 |
| Church's Chicken | | Augusta | | GA | | — |
| | 196 |
| | 458 |
| | — |
| | 654 |
| | (145 | ) | | 7/31/2013 | | 1984 |
| Church's Chicken | | Charleston | | SC | | — |
| | 421 |
| | 344 |
| | — |
| | 765 |
| | (109 | ) | | 7/31/2013 | | 1973 |
| Church's Chicken | | Charleston | | SC | | — |
| | 500 |
| | 167 |
| | — |
| | 667 |
| | (53 | ) | | 7/31/2013 | | 1979 |
| Church's Chicken | | Columbia | | SC | | — |
| | 437 |
| | 437 |
| | (486 | ) | | 388 |
| | (13 | ) | | 7/31/2013 | | 1978 |
| Church's Chicken | | Columbia | | SC | | — |
| | 231 |
| | 428 |
| | (393 | ) | | 266 |
| | (12 | ) | | 7/31/2013 | | 1977 |
| Church's Chicken | | Greenville | | SC | | — |
| | 254 |
| | 472 |
| | — |
| | 726 |
| | (150 | ) | | 7/31/2013 | | 2009 |
| Church's Chicken | | Greenville | | SC | | — |
| | 325 |
| | 487 |
| | (458 | ) | | 354 |
| | (15 | ) | | 7/31/2013 | | 1984 |
| Church's Chicken | | North Charleston | | SC | | — |
| | 302 |
| | 302 |
| | — |
| | 604 |
| | (96 | ) | | 7/31/2013 | | 1976 |
| Church's Chicken | | North Charleston | | SC | | — |
| | 407 |
| | 407 |
| | — |
| | 814 |
| | (129 | ) | | 7/31/2013 | | 1977 |
| Church's Chicken | | Orangeburg | | SC | | — |
| | 407 |
| | 271 |
| | (299 | ) | | 379 |
| | (12 | ) | | 7/31/2013 | | 1985 |
| Church's Chicken | | Spartanburg | | SC | | — |
| | 350 |
| | 525 |
| | (432 | ) | | 443 |
| | (18 | ) | | 7/31/2013 | | 1978 |
| Dairy Queen | | Woodville | | TX | | — |
| | 98 |
| | 65 |
| | — |
| | 163 |
| | (21 | ) | | 7/31/2013 | | 1980 |
| Denny's | | Scottsdale | | AZ | | — |
| | 736 |
| | 491 |
| | — |
| | 1,227 |
| | (169 | ) | | 7/31/2013 | | 1980 |
| Fazoli's | | Carmel | | IN | | — |
| | 427 |
| | 522 |
| | — |
| | 949 |
| | (166 | ) | | 7/31/2013 | | 1986 |
| Golden Corral | | Wichita | | KS | | — |
| | 560 |
| | 1,306 |
| | — |
| | 1,866 |
| | (414 | ) | | 7/31/2013 | | 2000 |
| Golden Corral | | Baytown | | TX | | — |
| | 596 |
| | 1,788 |
| | — |
| | 2,384 |
| | (567 | ) | | 7/31/2013 | | 1998 |
| Hardee's | | Bremen | | GA | | — |
| | 129 |
| | 518 |
| | — |
| | 647 |
| | (164 | ) | | 7/31/2013 | | 1980 |
| Hardee's | | Akron | | OH | | — |
| | 207 |
| | 483 |
| | — |
| | 690 |
| | (153 | ) | | 7/31/2013 | | 1990 |
| Hardee's | | Jefferson | | OH | | — |
| | 242 |
| | 363 |
| | — |
| | 605 |
| | (115 | ) | | 7/31/2013 | | 1989 |
| Hardee's | | Minerva | | OH | | — |
| | 214 |
| | 321 |
| | — |
| | 535 |
| | (102 | ) | | 7/31/2013 | | 1990 |
| Hardee's | | Seville | | OH | | — |
| | 151 |
| | 454 |
| | — |
| | 605 |
| | (144 | ) | | 7/31/2013 | | 1989 |
| Hardee's | | Morristown | | TN | | — |
| | 353 |
| | 431 |
| | — |
| | 784 |
| | (137 | ) | | 7/31/2013 | | 1991 |
| Hardee's | | Springfield | | TN | | — |
| | 343 |
| | 515 |
| | — |
| | 858 |
| | (163 | ) | | 7/31/2013 | | 1990 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Denny's | | Peoria | | AZ | | — |
| | 310 |
| | 457 |
| | — |
| | 767 |
| | (119 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Phoenix | | AZ | | — |
| | 825 |
| | 1,237 |
| | — |
| | 2,062 |
| | (328 | ) | | 7/31/2013 | | 2005 |
| Denny's | | Scottsdale | | AZ | | — |
| | 736 |
| | 491 |
| | — |
| | 1,227 |
| | (130 | ) | | 7/31/2013 | | 1980 |
| Denny's | | Tempe | | AZ | | — |
| | 378 |
| | 245 |
| | — |
| | 623 |
| | (60 | ) | | 6/27/2013 | | 1980 |
| Denny's | | Tempe | | AZ | | — |
| | 1,567 |
| | 844 |
| | — |
| | 2,411 |
| | (224 | ) | | 7/31/2013 | | 1995 |
| Denny's | | Idaho Falls | | ID | | — |
| | 196 |
| | 432 |
| | — |
| | 628 |
| | (100 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Merriam | | KS | | — |
| | 390 |
| | 1,150 |
| | — |
| | 1,540 |
| | (294 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Topeka | | KS | | — |
| | 630 |
| | 446 |
| | — |
| | 1,076 |
| | (114 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Bloomington | | MN | | — |
| | 1,184 |
| | — |
| | — |
| | 1,184 |
| | — |
| | 7/31/2013 | | 1995 |
| Denny's | | Branson | | MO | | — |
| | 620 |
| | 2,209 |
| | — |
| | 2,829 |
| | (565 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Kansas City | | MO | | — |
| | 750 |
| | 686 |
| | — |
| | 1,436 |
| | (175 | ) | | 6/27/2013 | | 1995 |
| Denny's | | N. Kansas City | | MO | | — |
| | 630 |
| | 937 |
| | — |
| | 1,567 |
| | (240 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Sedalia | | MO | | — |
| | 500 |
| | 783 |
| | — |
| | 1,283 |
| | (200 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Black Mountain | | NC | | — |
| | 210 |
| | 505 |
| | — |
| | 715 |
| | (129 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Mooresville | | NC | | — |
| | 250 |
| | 841 |
| | — |
| | 1,091 |
| | (215 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Henrietta | | NY | | — |
| | 361 |
| | 241 |
| | — |
| | 602 |
| | (64 | ) | | 7/31/2013 | | 1970 |
| Denny's | | Watertown | | NY | | — |
| | 330 |
| | 1,107 |
| | — |
| | 1,437 |
| | (283 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Fremont | | OH | | — |
| | 320 |
| | 975 |
| | — |
| | 1,295 |
| | (249 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Marion | | OH | | — |
| | 115 |
| | 390 |
| | — |
| | 505 |
| | (102 | ) | | 6/27/2013 | | 1989 |
| Denny's | | Ontario | | OR | | — |
| | 240 |
| | 1,067 |
| | — |
| | 1,307 |
| | (273 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Greenville | | SC | | — |
| | 570 |
| | 554 |
| | — |
| | 1,124 |
| | (142 | ) | | 6/27/2013 | | 1995 |
| Denny's | | Pasadena | | TX | | — |
| | 500 |
| | 1,316 |
| | — |
| | 1,816 |
| | (336 | ) | | 6/27/2013 | | 1995 |
| Dick's Sporting Goods | | Fort Gratiot | | MI | | — |
| | 722 |
| | 7,743 |
| | — |
| | 8,465 |
| | (1,680 | ) | | 2/7/2014 | | 2010 |
| Dick's Sporting Goods | | Moore | | OK | | — |
| | 1,243 |
| | 10,426 |
| | 13 |
| | 11,682 |
| | (2,224 | ) | | 2/7/2014 | | 2012 |
| Dick's Sporting Goods | | Charleston | | SC | | — |
| | 3,733 |
| | 5,025 |
| | — |
| | 8,758 |
| | (1,128 | ) | | 2/7/2014 | | 2005 |
| Dick's Sporting Goods | | Jackson | | TN | | — |
| | 1,346 |
| | 6,106 |
| | — |
| | 7,452 |
| | (1,314 | ) | | 2/7/2014 | | 2007 |
| DJO, LLC | | Vista | | CA | | — |
| | 3,732 |
| | 16,868 |
| | — |
| | 20,600 |
| | (8,012 | ) | | 8/15/2014 | | 2006 |
| Dollar General | | Andalusia | | AL | | — |
| | 317 |
| | 914 |
| | — |
| | 1,231 |
| | (85 | ) | | 7/24/2014 | | 2014 |
| Dollar General | | Birmingham | | AL | | — |
| | 156 |
| | 882 |
| | — |
| | 1,038 |
| | (261 | ) | | 6/6/2012 | | 2012 |
| Dollar General | | Bremen | | AL | | — |
| | 59 |
| | 1,017 |
| | — |
| | 1,076 |
| | (165 | ) | | 9/29/2014 | | 2014 |
| Dollar General | | Butler | | AL | | — |
| | 338 |
| | 1,093 |
| | — |
| | 1,431 |
| | (235 | ) | | 3/28/2014 | | 2014 |
| Dollar General | | Childersburg | | AL | | — |
| | 328 |
| | 986 |
| | — |
| | 1,314 |
| | (217 | ) | | 2/7/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| America's PowerSports, Inc. | | Round Rock | | TX | | — |
| | 1,688 |
| | 9,563 |
| | — |
| | 11,251 |
| | (3,284 | ) | | 7/31/2013 | | 2008 |
| IHOP | | Baytown | | TX | | — |
| | 698 |
| | 1,297 |
| | — |
| | 1,995 |
| | (412 | ) | | 7/31/2013 | | 1998 |
| Jack in the Box | | Cleburne | | TX | | — |
| | 291 |
| | 1,647 |
| | — |
| | 1,938 |
| | (523 | ) | | 7/31/2013 | | 2000 |
| Jack in the Box | | Missouri City | | TX | | — |
| | 451 |
| | 837 |
| | — |
| | 1,288 |
| | (266 | ) | | 7/31/2013 | | 1991 |
| Hooters | | Grand Prairie | | TX | | — |
| | 997 |
| | 2,327 |
| | 250 |
| | 3,574 |
| | (817 | ) | | 7/31/2013 | | 2001 |
| Johnny Carinos | | Midland | | TX | | — |
| | 998 |
| | 2,329 |
| | — |
| | 3,327 |
| | (800 | ) | | 7/31/2013 | | 2000 |
| Cork & Pig | | San Angelo | | TX | | — |
| | 769 |
| | 2,306 |
| | 43 |
| | 3,118 |
| | (798 | ) | | 7/31/2013 | | 2005 |
| Taco Bell / KFC | | Texarkana | | AR | | — |
| | 111 |
| | 630 |
| | — |
| | 741 |
| | (200 | ) | | 7/31/2013 | | 1980 |
| Kentucky Fried Chicken | | Dolton | | IL | | — |
| | 167 |
| | 946 |
| | — |
| | 1,113 |
| | (300 | ) | | 7/31/2013 | | 1975 |
| Kentucky Fried Chicken | | Elmhurst | | IL | | — |
| | 242 |
| | 969 |
| | — |
| | 1,211 |
| | (307 | ) | | 7/31/2013 | | 1990 |
| Kentucky Fried Chicken | | Hazel Crest | | IL | | — |
| | 153 |
| | 1,376 |
| | — |
| | 1,529 |
| | (437 | ) | | 7/31/2013 | | 1982 |
| Kentucky Fried Chicken | | Homewood | | IL | | — |
| | 660 |
| | 1,541 |
| | — |
| | 2,201 |
| | (489 | ) | | 7/31/2013 | | 1992 |
| Kentucky Fried Chicken | | Matteson | | IL | | — |
| | 399 |
| | 2,259 |
| | — |
| | 2,658 |
| | (717 | ) | | 7/31/2013 | | 1973 |
| Kentucky Fried Chicken | | Mattoon | | IL | | — |
| | 113 |
| | 1,019 |
| | — |
| | 1,132 |
| | (323 | ) | | 7/31/2013 | | 1973 |
| Taco Bell / KFC | | Oak Forest | | IL | | — |
| | 185 |
| | 1,047 |
| | — |
| | 1,232 |
| | (332 | ) | | 7/31/2013 | | 1955 |
| Kentucky Fried Chicken | | Rockford | | IL | | — |
| | 201 |
| | 1,142 |
| | — |
| | 1,343 |
| | (362 | ) | | 7/31/2013 | | 1995 |
| Kentucky Fried Chicken | | Springfield | | IL | | — |
| | 267 |
| | 1,068 |
| | — |
| | 1,335 |
| | (339 | ) | | 7/31/2013 | | 1987 |
| Kentucky Fried Chicken | | Springfield | | IL | | — |
| | 212 |
| | 1,203 |
| | — |
| | 1,415 |
| | (382 | ) | | 7/31/2013 | | 1987 |
| Kentucky Fried Chicken | | Westchester | | IL | | — |
| | 238 |
| | 952 |
| | — |
| | 1,190 |
| | (302 | ) | | 7/31/2013 | | 1973 |
| Taco Bell | | Crawfordsville | | IN | | — |
| | 234 |
| | 934 |
| | — |
| | 1,168 |
| | (296 | ) | | 7/31/2013 | | 1991 |
| Kentucky Fried Chicken | | Frankfort | | IN | | — |
| | 99 |
| | 893 |
| | — |
| | 992 |
| | (283 | ) | | 7/31/2013 | | 1985 |
| Taco Bell | | Hartford City | | IN | | — |
| | 99 |
| | 889 |
| | — |
| | 988 |
| | (282 | ) | | 7/31/2013 | | 1978 |
| Taco Bell | | Kokomo | | IN | | — |
| | 199 |
| | 798 |
| | — |
| | 997 |
| | (253 | ) | | 7/31/2013 | | 1993 |
| Taco Bell | | Lafayette | | IN | | — |
| | 304 |
| | 912 |
| | — |
| | 1,216 |
| | (290 | ) | | 7/31/2013 | | 1990 |
| Kentucky Fried Chicken | | Lebanon | | IN | | — |
| | 337 |
| | 1,348 |
| | — |
| | 1,685 |
| | (428 | ) | | 7/31/2013 | | 1983 |
| Taco Bell | | Noblesville | | IN | | — |
| | 363 |
| | 545 |
| | — |
| | 908 |
| | (173 | ) | | 7/31/2013 | | 2005 |
| Taco Bell | | Tipton | | IN | | — |
| | 104 |
| | 936 |
| | — |
| | 1,040 |
| | (297 | ) | | 7/31/2013 | | 1998 |
| Taco Bell / KFC | | Minden | | LA | | — |
| | 274 |
| | 639 |
| | — |
| | 913 |
| | (203 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 343 |
| | 514 |
| | — |
| | 857 |
| | (163 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 616 |
| | 753 |
| | — |
| | 1,369 |
| | (239 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 427 |
| | 522 |
| | — |
| | 949 |
| | (166 | ) | | 7/31/2013 | | 1997 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 352 |
| | 528 |
| | — |
| | 880 |
| | (168 | ) | | 7/31/2013 | | 1998 |
| Taco Bell / KFC | | Mount Pleasant | | TX | | — |
| | 106 |
| | 952 |
| | — |
| | 1,058 |
| | (302 | ) | | 7/31/2013 | | 1992 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Chunchula | | AL | | — |
| | 174 |
| | 697 |
| | — |
| | 871 |
| | (210 | ) | | 4/26/2012 | | 2012 |
| Dollar General | | Cullman | | AL | | — |
| | 331 |
| | 780 |
| | — |
| | 1,111 |
| | (168 | ) | | 3/28/2014 | | 2013 |
| Dollar General | | Cullman | | AL | | — |
| | 221 |
| | 861 |
| | — |
| | 1,082 |
| | (127 | ) | | 9/26/2014 | | 2014 |
| Dollar General | | Frisco City | | AL | | — |
| | 121 |
| | 836 |
| | — |
| | 957 |
| | (184 | ) | | 2/26/2014 | | 2014 |
| Dollar General | | Gardendale | | AL | | — |
| | 142 |
| | 805 |
| | — |
| | 947 |
| | (235 | ) | | 8/9/2012 | | 2012 |
| Dollar General | | Hartselle | | AL | | — |
| | 473 |
| | 983 |
| | — |
| | 1,456 |
| | (217 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Headland | | AL | | — |
| | 387 |
| | 1,091 |
| | — |
| | 1,478 |
| | (171 | ) | | 8/13/2014 | | 2014 |
| Dollar General | | Mobile | | AL | | — |
| | 207 |
| | 1,039 |
| | — |
| | 1,246 |
| | (226 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Moulton | | AL | | — |
| | 517 |
| | 1,207 |
| | — |
| | 1,724 |
| | (363 | ) | | 4/26/2012 | | 2012 |
| Dollar General | | Mt. Vernon | | AL | | — |
| | 260 |
| | 1,402 |
| | — |
| | 1,662 |
| | (307 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Ohatchee | | AL | | — |
| | 97 |
| | 942 |
| | — |
| | 1,039 |
| | (163 | ) | | 4/17/2014 | | 2014 |
| Dollar General | | Phenix City | | AL | | — |
| | 267 |
| | 929 |
| | — |
| | 1,196 |
| | (200 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Phenix City | | AL | | — |
| | 386 |
| | 1,104 |
| | — |
| | 1,490 |
| | (242 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Red Level | | AL | | 300 |
| | 120 |
| | 680 |
| | — |
| | 800 |
| | (214 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Sylacauga | | AL | | — |
| | 120 |
| | 968 |
| | — |
| | 1,088 |
| | (208 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Tarrant | | AL | | — |
| | 217 |
| | 869 |
| | — |
| | 1,086 |
| | (269 | ) | | 12/12/2011 | | 2011 |
| Dollar General | | Troy | | AL | | — |
| | 67 |
| | 963 |
| | — |
| | 1,030 |
| | (209 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Tuscaloosa | | AL | | 300 |
| | 133 |
| | 756 |
| | — |
| | 889 |
| | (234 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Vance | | AL | | — |
| | 191 |
| | 731 |
| | — |
| | 922 |
| | (157 | ) | | 3/28/2014 | | 2014 |
| Dollar General | | Ash Flat | | AR | | — |
| | 44 |
| | 132 |
| | (2 | ) | | 174 |
| | (39 | ) | | 6/19/2012 | | 1997 |
| Dollar General | | Batesville | | AR | | — |
| | 32 |
| | 285 |
| | 7 |
| | 324 |
| | (71 | ) | | 7/25/2013 | | 1998 |
| Dollar General | | Batesville | | AR | | — |
| | 42 |
| | 374 |
| | 26 |
| | 442 |
| | (94 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Beebe | | AR | | — |
| | 51 |
| | 478 |
| | — |
| | 529 |
| | (117 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Bella Vista | | AR | | — |
| | 129 |
| | 302 |
| | — |
| | 431 |
| | (94 | ) | | 11/10/2011 | | 2005 |
| Dollar General | | Bergman | | AR | | — |
| | 113 |
| | 639 |
| | — |
| | 752 |
| | (188 | ) | | 7/2/2012 | | 2011 |
| Dollar General | | Blytheville | | AR | | — |
| | 30 |
| | 285 |
| | — |
| | 315 |
| | (70 | ) | | 7/25/2013 | | 2000 |
| Dollar General | | Carlisle | | AR | | — |
| | 13 |
| | 245 |
| | (2 | ) | | 256 |
| | (76 | ) | | 11/10/2011 | | 2005 |
| Dollar General | | Des Arc | | AR | | — |
| | 56 |
| | 508 |
| | 53 |
| | 617 |
| | (128 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Dumas | | AR | | — |
| | 46 |
| | 412 |
| | 24 |
| | 482 |
| | (103 | ) | | 7/25/2013 | | 2000 |
| Dollar General | | Flippin | | AR | | — |
| | 53 |
| | 64 |
| | (1 | ) | | 116 |
| | (19 | ) | | 6/19/2012 | | 1994 |
| Dollar General | | Gassville | | AR | | — |
| | 54 |
| | 325 |
| | — |
| | 379 |
| | (80 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Green Forest | | AR | | — |
| | 52 |
| | 303 |
| | — |
| | 355 |
| | (94 | ) | | 11/10/2011 | | 2005 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Taco Bell / KFC | | New Boston | | TX | | — |
| | 125 |
| | 1,127 |
| | — |
| | 1,252 |
| | (358 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Green Bay | | WI | | — |
| | 470 |
| | 574 |
| | — |
| | 1,044 |
| | (182 | ) | | 7/31/2013 | | 1986 |
| Taco Bell / KFC | | Dunkirk | | NY | | — |
| | 800 |
| | 978 |
| | — |
| | 1,778 |
| | (310 | ) | | 7/31/2013 | | 2000 |
| Taco Bell / KFC | | Geneva | | NY | | — |
| | 569 |
| | 695 |
| | — |
| | 1,264 |
| | (221 | ) | | 7/31/2013 | | 1999 |
| Taco Bell / KFC | | Canonsburg | | PA | | — |
| | 176 |
| | 1,586 |
| | — |
| | 1,762 |
| | (503 | ) | | 7/31/2013 | | 1996 |
| Logan's Roadhouse | | Owasso | | OK | | — |
| | 1,449 |
| | 2,173 |
| | (567 | ) | | 3,055 |
| | (447 | ) | | 7/31/2013 | | 2006 |
| Long John Silver's / A&W | | Merced | | CA | | — |
| | 174 |
| | 695 |
| | — |
| | 869 |
| | (221 | ) | | 7/31/2013 | | 1982 |
| Pizza Hut/WingStreet | | Eatonton | | GA | | — |
| | 353 |
| | 353 |
| | — |
| | 706 |
| | (112 | ) | | 7/31/2013 | | 1988 |
| Pizza Hut/WingStreet | | Greensboro | | GA | | — |
| | 569 |
| | 465 |
| | — |
| | 1,034 |
| | (148 | ) | | 7/31/2013 | | 1989 |
| Pizza Hut/WingStreet | | Salisbury | | MD | | — |
| | 245 |
| | 734 |
| | — |
| | 979 |
| | (233 | ) | | 7/31/2013 | | 1983 |
| Pizza Hut/WingStreet | | Norwalk | | OH | | — |
| | 77 |
| | 115 |
| | — |
| | 192 |
| | (37 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Batesburg | | SC | | — |
| | 261 |
| | 484 |
| | — |
| | 745 |
| | (154 | ) | | 7/31/2013 | | 1987 |
| Pizza Hut/WingStreet | | Cheraw | | SC | | — |
| | 415 |
| | 507 |
| | — |
| | 922 |
| | (161 | ) | | 7/31/2013 | | 1984 |
| Pizza Hut/WingStreet | | Columbia | | SC | | — |
| | 881 |
| | 588 |
| | — |
| | 1,469 |
| | (186 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Edgefield | | SC | | — |
| | 221 |
| | 410 |
| | — |
| | 631 |
| | (130 | ) | | 7/31/2013 | | 1986 |
| Pizza Hut/WingStreet | | Pageland | | SC | | — |
| | 344 |
| | 420 |
| | — |
| | 764 |
| | (133 | ) | | 7/31/2013 | | 1999 |
| Pizza Hut/WingStreet | | St. George | | SC | | — |
| | 367 |
| | 245 |
| | — |
| | 612 |
| | (78 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Saluda | | SC | | — |
| | 346 |
| | 346 |
| | — |
| | 692 |
| | (110 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Santee | | SC | | — |
| | 371 |
| | 248 |
| | — |
| | 619 |
| | (79 | ) | | 7/31/2013 | | 1972 |
| Pizza Hut/WingStreet | | West Columbia | | SC | | — |
| | 507 |
| | 415 |
| | — |
| | 922 |
| | (132 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Amarillo | | TX | | — |
| | 339 |
| | 1,016 |
| | — |
| | 1,355 |
| | (323 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Amarillo | | TX | | — |
| | 254 |
| | 1,015 |
| | — |
| | 1,269 |
| | (322 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Fort Stockton | | TX | | — |
| | 252 |
| | 1,007 |
| | — |
| | 1,259 |
| | (319 | ) | | 7/31/2013 | | 2008 |
| Pizza Hut/WingStreet | | Midland | | TX | | — |
| | 414 |
| | 506 |
| | — |
| | 920 |
| | (161 | ) | | 7/31/2013 | | 1975 |
| Pizza Hut/WingStreet | | Midland | | TX | | — |
| | 506 |
| | 619 |
| | — |
| | 1,125 |
| | (196 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Monahans | | TX | | — |
| | 361 |
| | 671 |
| | — |
| | 1,032 |
| | (213 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 456 |
| | 847 |
| | — |
| | 1,303 |
| | (269 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 588 |
| | 882 |
| | — |
| | 1,470 |
| | (280 | ) | | 7/31/2013 | | 1972 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 572 |
| | 572 |
| | — |
| | 1,144 |
| | (182 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 627 |
| | 766 |
| | — |
| | 1,393 |
| | (243 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 457 |
| | 685 |
| | — |
| | 1,142 |
| | (217 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Pecos | | TX | | — |
| | 387 |
| | 719 |
| | — |
| | 1,106 |
| | (228 | ) | | 7/31/2013 | | 1974 |
| Pizza Hut/WingStreet | | Ashland | | VA | | — |
| | 589 |
| | 1,093 |
| | (362 | ) | | 1,320 |
| | (27 | ) | | 7/31/2013 | | 1989 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Higden | | AR | | — |
| | 52 |
| | 469 |
| | 75 |
| | 596 |
| | (117 | ) | | 7/25/2013 | | 1995 |
| Dollar General | | Lake Village | | AR | | — |
| | 64 |
| | 362 |
| | 29 |
| | 455 |
| | (91 | ) | | 7/25/2013 | | 1995 |
| Dollar General | | Lepanto | | AR | | — |
| | 43 |
| | 389 |
| | — |
| | 432 |
| | (97 | ) | | 7/25/2013 | | 1995 |
| Dollar General | | Little Rock | | AR | | — |
| | 73 |
| | 412 |
| | 13 |
| | 498 |
| | (103 | ) | | 7/25/2013 | | 1995 |
| Dollar General | | Marvell | | AR | | — |
| | 40 |
| | 364 |
| | 107 |
| | 511 |
| | (90 | ) | | 7/25/2013 | | 1995 |
| Dollar General | | Maynard | | AR | | — |
| | 73 |
| | 654 |
| | — |
| | 727 |
| | (185 | ) | | 12/4/2012 | | 1995 |
| Dollar General | | Mcgehee | | AR | | — |
| | 25 |
| | 228 |
| | 29 |
| | 282 |
| | (57 | ) | | 7/25/2013 | | 1998 |
| Dollar General | | Quitman | | AR | | — |
| | 45 |
| | 426 |
| | — |
| | 471 |
| | (103 | ) | | 7/25/2013 | | 2001 |
| Dollar General | | Searcy | | AR | | — |
| | 29 |
| | 263 |
| | 12 |
| | 304 |
| | (66 | ) | | 7/25/2013 | | 1998 |
| Dollar General | | Tuckerman | | AR | | — |
| | 49 |
| | 280 |
| | 80 |
| | 409 |
| | (70 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | White Hall | | AR | | — |
| | 43 |
| | 388 |
| | — |
| | 431 |
| | (97 | ) | | 7/25/2013 | | 1999 |
| Dollar General | | Wooster | | AR | | — |
| | 74 |
| | 664 |
| | — |
| | 738 |
| | (187 | ) | | 12/4/2012 | | 1995 |
| Dollar General | | Grand Ridge | | FL | | 300 |
| | 76 |
| | 684 |
| | — |
| | 760 |
| | (212 | ) | | 12/30/2011 | | 2010 |
| Dollar General | | Kissimmee | | FL | | 970 |
| | 643 |
| | 1,071 |
| | — |
| | 1,714 |
| | (213 | ) | | 2/7/2014 | | 2011 |
| Dollar General | | Lakeland | | FL | | — |
| | 413 |
| | 1,810 |
| | — |
| | 2,223 |
| | (385 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Molino | | FL | | 400 |
| | 178 |
| | 1,007 |
| | — |
| | 1,185 |
| | (317 | ) | | 10/31/2011 | | 2011 |
| Dollar General | | Palatka | | FL | | — |
| | 113 |
| | 1,196 |
| | — |
| | 1,309 |
| | (244 | ) | | 5/7/2014 | | 2013 |
| Dollar General | | Panama City | | FL | | — |
| | 139 |
| | 312 |
| | — |
| | 451 |
| | (83 | ) | | 6/19/2012 | | 1987 |
| Dollar General | | Guyton | | GA | | — |
| | 213 |
| | 852 |
| | — |
| | 1,065 |
| | (217 | ) | | 6/3/2013 | | 2011 |
| Dollar General | | Lyerly | | GA | | — |
| | 251 |
| | 992 |
| | — |
| | 1,243 |
| | (213 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Shiloh | | GA | | — |
| | 150 |
| | 743 |
| | — |
| | 893 |
| | (168 | ) | | 8/13/2014 | | 2014 |
| Dollar General | | Thomaston | | GA | | — |
| | 308 |
| | 972 |
| | — |
| | 1,280 |
| | (213 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Cedar Falls | | IA | | — |
| | 96 |
| | 862 |
| | — |
| | 958 |
| | (212 | ) | | 8/28/2013 | | 2013 |
| Dollar General | | Center Point | | IA | | — |
| | 136 |
| | 772 |
| | — |
| | 908 |
| | (218 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | Chariton | | IA | | — |
| | 165 |
| | 934 |
| | — |
| | 1,099 |
| | (272 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Eagle Grove | | IA | | — |
| | 100 |
| | 902 |
| | — |
| | 1,002 |
| | (226 | ) | | 7/9/2013 | | 2013 |
| Dollar General | | Estherville | | IA | | — |
| | 226 |
| | 903 |
| | — |
| | 1,129 |
| | (259 | ) | | 10/25/2012 | | 2012 |
| Dollar General | | Hampton | | IA | | — |
| | 188 |
| | 751 |
| | — |
| | 939 |
| | (229 | ) | | 2/1/2012 | | 2012 |
| Dollar General | | Lake Mills | | IA | | — |
| | 81 |
| | 728 |
| | — |
| | 809 |
| | (222 | ) | | 2/1/2012 | | 2012 |
| Dollar General | | Nashua | | IA | | — |
| | 136 |
| | 768 |
| | — |
| | 904 |
| | (222 | ) | | 9/6/2012 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Pizza Hut/WingStreet | | Bedford | | VA | | — |
| | 548 |
| | 670 |
| | (271 | ) | | 947 |
| | (16 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Chester | | VA | | — |
| | 473 |
| | 1,104 |
| | — |
| | 1,577 |
| | (350 | ) | | 7/31/2013 | | 1983 |
| Pizza Hut/WingStreet | | Christiansburg | | VA | | — |
| | 494 |
| | 918 |
| | (310 | ) | | 1,102 |
| | (23 | ) | | 7/31/2013 | | 1982 |
| Pizza Hut/WingStreet | | Clifton Forge | | VA | | — |
| | 287 |
| | 861 |
| | (271 | ) | | 877 |
| | (22 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Colonial Heights | | VA | | — |
| | 311 |
| | 311 |
| | (119 | ) | | 503 |
| | (8 | ) | | 7/31/2013 | | 1991 |
| Pizza Hut/WingStreet | | Hampton | | VA | | — |
| | 641 |
| | 345 |
| | (137 | ) | | 849 |
| | (9 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Hopewell | | VA | | — |
| | 707 |
| | 864 |
| | (295 | ) | | 1,276 |
| | (22 | ) | | 7/31/2013 | | 1985 |
| Pizza Hut/WingStreet | | Newport News | | VA | | — |
| | 394 |
| | 591 |
| | — |
| | 985 |
| | (188 | ) | | 7/31/2013 | | 1969 |
| Pizza Hut/WingStreet | | Newport News | | VA | | — |
| | 394 |
| | 591 |
| | — |
| | 985 |
| | (188 | ) | | 7/31/2013 | | 1970 |
| Pizza Hut/WingStreet | | Petersburg | | VA | | — |
| | 378 |
| | 701 |
| | (216 | ) | | 863 |
| | (18 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Richmond | | VA | | — |
| | 666 |
| | 814 |
| | (277 | ) | | 1,203 |
| | (20 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Richmond | | VA | | — |
| | 311 |
| | 311 |
| | (126 | ) | | 496 |
| | (8 | ) | | 7/31/2013 | | 1991 |
| Popeyes | | Jacksonville | | FL | | — |
| | 781 |
| | 955 |
| | — |
| | 1,736 |
| | (303 | ) | | 7/31/2013 | | 1955 |
| Popeyes | | Lakeland | | FL | | — |
| | 830 |
| | 830 |
| | — |
| | 1,660 |
| | (263 | ) | | 7/31/2013 | | 1999 |
| Popeyes | | Orlando | | FL | | — |
| | 782 |
| | 955 |
| | — |
| | 1,737 |
| | (303 | ) | | 7/31/2013 | | 2004 |
| Popeyes | | Eunice | | LA | | — |
| | 382 |
| | 891 |
| | — |
| | 1,273 |
| | (283 | ) | | 7/31/2013 | | 1986 |
| Popeyes | | Ferguson | | MO | | — |
| | 128 |
| | 383 |
| | — |
| | 511 |
| | (122 | ) | | 7/31/2013 | | 1984 |
| Popeyes | | St. Louis | | MO | | — |
| | 288 |
| | 431 |
| | — |
| | 719 |
| | (137 | ) | | 7/31/2013 | | 1978 |
| Popeyes | | Omaha | | NE | | — |
| | 343 |
| | 515 |
| | — |
| | 858 |
| | (163 | ) | | 7/31/2013 | | 1996 |
| Popeyes | | Omaha | | NE | | — |
| | 264 |
| | 615 |
| | — |
| | 879 |
| | (195 | ) | | 7/31/2013 | | 1985 |
| Popeyes | | Nederland | | TX | | — |
| | 445 |
| | 668 |
| | — |
| | 1,113 |
| | (212 | ) | | 7/31/2013 | | 1988 |
| Popeyes | | Orange | | TX | | — |
| | 456 |
| | 847 |
| | — |
| | 1,303 |
| | (269 | ) | | 7/31/2013 | | 1984 |
| Rally's | | Indianapolis | | IN | | — |
| | 1,168 |
| | — |
| | — |
| | 1,168 |
| | — |
| | 7/31/2013 | | 2005 |
| Rally's | | Indianapolis | | IN | | — |
| | 1,168 |
| | — |
| | — |
| | 1,168 |
| | — |
| | 7/31/2013 | | 2005 |
| Sonny's Real Pit BBQ | | Venice | | FL | | — |
| | 338 |
| | 507 |
| | — |
| | 845 |
| | (174 | ) | | 7/31/2013 | | 1978 |
| TGI Fridays | | Royal Palm Beach | | FL | | — |
| | 1,530 |
| | 1,530 |
| | — |
| | 3,060 |
| | (525 | ) | | 7/31/2013 | | 2001 |
| TGI Fridays | | Ann Arbor | | MI | | — |
| | 547 |
| | 1,640 |
| | — |
| | 2,187 |
| | (563 | ) | | 7/31/2013 | | 1998 |
| TGI Fridays | | Kentwood | | MI | | — |
| | 281 |
| | 2,533 |
| | — |
| | 2,814 |
| | (870 | ) | | 7/31/2013 | | 1983 |
| TGI Fridays | | Novi | | MI | | — |
| | 1,042 |
| | 1,042 |
| | — |
| | 2,084 |
| | (358 | ) | | 7/31/2013 | | 1994 |
| Wild Bill's Sports Salon | | Rochester | | MN | | — |
| | 1,347 |
| | 1,102 |
| | — |
| | 2,449 |
| | (378 | ) | | 7/31/2013 | | 1993 |
| China Town Buffet | | Bismarck | | ND | | — |
| | 1,038 |
| | 1,928 |
| | — |
| | 2,966 |
| | (662 | ) | | 7/31/2013 | | 2000 |
| Taco Bell | | Albertville | | AL | | — |
| | 419 |
| | 778 |
| | — |
| | 1,197 |
| | (247 | ) | | 7/31/2013 | | 2000 |
| Taco Bell | | Dora | | AL | | — |
| | 348 |
| | 813 |
| | (797 | ) | | 364 |
| | — |
| | 7/31/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Taco Bell | | Warrior | | AL | | — |
| | 364 |
| | 675 |
| | (701 | ) | | 338 |
| | — |
| | 7/31/2013 | | 1996 |
| Taco Bell | | Winfield | | AL | | — |
| | 278 |
| | 834 |
| | — |
| | 1,112 |
| | (265 | ) | | 7/31/2013 | | 2008 |
| Taco Bell | | Suisun City | | CA | | — |
| | 355 |
| | 1,419 |
| | — |
| | 1,774 |
| | (450 | ) | | 7/31/2013 | | 1986 |
| Taco Bell | | Marion | | IN | | — |
| | 496 |
| | 921 |
| | — |
| | 1,417 |
| | (292 | ) | | 7/31/2013 | | 1994 |
| Vacant | | Dayton | | OH | | — |
| | 129 |
| | 732 |
| | (786 | ) | | 75 |
| | — |
| | 7/31/2013 | | 1995 |
| Qdoba Mexican Grill | | Hutchinson | | KS | | — |
| | 561 |
| | 841 |
| | — |
| | 1,402 |
| | (267 | ) | | 7/31/2013 | | 2000 |
| Taco Bueno | | Arlington | | TX | | — |
| | 597 |
| | 895 |
| | — |
| | 1,492 |
| | (284 | ) | | 7/31/2013 | | 2000 |
| Burger King | | Waco | | TX | | — |
| | 595 |
| | 892 |
| | (842 | ) | | 645 |
| | (16 | ) | | 7/31/2013 | | 1995 |
| TitleMax | | Gainesville | | GA | | — |
| | 221 |
| | 270 |
| | — |
| | 491 |
| | (93 | ) | | 7/31/2013 | | 2007 |
| Tumbleweed | | Terre Haute | | IN | | — |
| | 434 |
| | 1,303 |
| | — |
| | 1,737 |
| | (448 | ) | | 7/31/2013 | | 1997 |
| Tumbleweed | | Louisville | | KY | | — |
| | 468 |
| | 1,404 |
| | — |
| | 1,872 |
| | (482 | ) | | 7/31/2013 | | 2001 |
| Tumbleweed | | Maysville | | KY | | — |
| | 353 |
| | 823 |
| | — |
| | 1,176 |
| | (283 | ) | | 7/31/2013 | | 2000 |
| Tumbleweed | | Owensboro | | KY | | — |
| | 355 |
| | 1,420 |
| | — |
| | 1,775 |
| | (488 | ) | | 7/31/2013 | | 1997 |
| Tumbleweed | | Bellefontaine | | OH | | — |
| | 234 |
| | 938 |
| | — |
| | 1,172 |
| | (322 | ) | | 7/31/2013 | | 1999 |
| Tumbleweed | | Springfield | | OH | | — |
| | 549 |
| | 1,280 |
| | — |
| | 1,829 |
| | (440 | ) | | 7/31/2013 | | 1998 |
| Tumbleweed | | Wooster | | OH | | — |
| | 342 |
| | 799 |
| | — |
| | 1,141 |
| | (274 | ) | | 7/31/2013 | | 1997 |
| Tumbleweed | | Zanesville | | OH | | — |
| | 639 |
| | 1,491 |
| | — |
| | 2,130 |
| | (512 | ) | | 7/31/2013 | | 1998 |
| Wendy's | | Auburn | | AL | | — |
| | 718 |
| | 1,333 |
| | 1 |
| | 2,052 |
| | (423 | ) | | 7/31/2013 | | 2000 |
| Wendy's | | Fayetteville | | AR | | — |
| | 463 |
| | 463 |
| | — |
| | 926 |
| | (147 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Little Rock | | AR | | — |
| | 532 |
| | 650 |
| | — |
| | 1,182 |
| | (206 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Orange | | CT | | — |
| | 1,343 |
| | 1,641 |
| | — |
| | 2,984 |
| | (521 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Lake Wales | | FL | | — |
| | 975 |
| | 1,462 |
| | — |
| | 2,437 |
| | (464 | ) | | 7/31/2013 | | 1999 |
| Wendy's | | Merritt Island | | FL | | — |
| | 720 |
| | 589 |
| | — |
| | 1,309 |
| | (187 | ) | | 7/31/2013 | | 1990 |
| Wendy's | | Ormond Beach | | FL | | — |
| | 503 |
| | 503 |
| | — |
| | 1,006 |
| | (160 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Titusville | | FL | | — |
| | 414 |
| | 770 |
| | — |
| | 1,184 |
| | (244 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Albany | | GA | | — |
| | 414 |
| | 1,656 |
| | — |
| | 2,070 |
| | (525 | ) | | 7/31/2013 | | 1995 |
| Vacant | | Hogansville | | GA | | — |
| | 240 |
| | 1,359 |
| | (1,081 | ) | | 518 |
| | (25 | ) | | 7/31/2013 | | 1985 |
| Wendy's | | Morrow | | GA | | — |
| | 755 |
| | 922 |
| | — |
| | 1,677 |
| | (293 | ) | | 7/31/2013 | | 1990 |
| Wendy's | | Savannah | | GA | | — |
| | 720 |
| | 720 |
| | — |
| | 1,440 |
| | (229 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | Bourbonnais | | IL | | — |
| | 346 |
| | 1,039 |
| | — |
| | 1,385 |
| | (330 | ) | | 7/31/2013 | | 1993 |
| Wendy's | | Joliet | | IL | | — |
| | 642 |
| | 963 |
| | — |
| | 1,605 |
| | (306 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Kankakee | | IL | | — |
| | 250 |
| | 1,419 |
| | — |
| | 1,669 |
| | (450 | ) | | 7/31/2013 | | 2005 |
| Wendy's | | Mokena | | IL | | — |
| | 665 |
| | 997 |
| | — |
| | 1,662 |
| | (316 | ) | | 7/31/2013 | | 1992 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Ottumwa | | IA | | — |
| | 143 |
| | 812 |
| | — |
| | 955 |
| | (226 | ) | | 1/31/2013 | | 2012 |
| Dollar General | | Altamont | | IL | | — |
| | 211 |
| | 844 |
| | — |
| | 1,055 |
| | (256 | ) | | 3/9/2012 | | 2012 |
| Dollar General | | Carthage | | IL | | — |
| | 48 |
| | 908 |
| | — |
| | 956 |
| | (264 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Desoto | | IL | | — |
| | 138 |
| | 784 |
| | — |
| | 922 |
| | (211 | ) | | 3/26/2013 | | 2013 |
| Dollar General | | Fairbury | | IL | | — |
| | 96 |
| | 867 |
| | — |
| | 963 |
| | (221 | ) | | 6/7/2013 | | 2013 |
| Dollar General | | Galatia | | IL | | — |
| | 87 |
| | 1,008 |
| | — |
| | 1,095 |
| | (144 | ) | | 7/29/2014 | | 2014 |
| Dollar General | | Henry | | IL | | — |
| | 104 |
| | 934 |
| | — |
| | 1,038 |
| | (243 | ) | | 5/23/2013 | | 2013 |
| Dollar General | | Jacksonville | | IL | | — |
| | 145 |
| | 823 |
| | — |
| | 968 |
| | (240 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Jonesboro | | IL | | — |
| | 77 |
| | 309 |
| | — |
| | 386 |
| | (97 | ) | | 11/10/2011 | | 2007 |
| Dollar General | | Lexington | | IL | | — |
| | 100 |
| | 899 |
| | — |
| | 999 |
| | (260 | ) | | 9/21/2012 | | 2012 |
| Dollar General | | Mackinaw | | IL | | — |
| | 149 |
| | 1,011 |
| | — |
| | 1,160 |
| | (223 | ) | | 2/25/2014 | | 2013 |
| Dollar General | | Mahomet | | IL | | — |
| | 292 |
| | 877 |
| | — |
| | 1,169 |
| | (215 | ) | | 8/22/2013 | | 2013 |
| Dollar General | | Marion | | IL | | — |
| | 153 |
| | 867 |
| | — |
| | 1,020 |
| | (251 | ) | | 9/24/2012 | | 1995 |
| Dollar General | | Minonk | | IL | | — |
| | 56 |
| | 1,034 |
| | — |
| | 1,090 |
| | (152 | ) | | 7/2/2014 | | 2014 |
| Dollar General | | Mount Morris | | IL | | — |
| | 97 |
| | 877 |
| | — |
| | 974 |
| | (247 | ) | | 12/17/2012 | | 2012 |
| Dollar General | | Park Forest | | IL | | — |
| | 390 |
| | 1,036 |
| | — |
| | 1,426 |
| | (141 | ) | | 8/1/2014 | | 2013 |
| Dollar General | | Pittsburg | | IL | | — |
| | 97 |
| | 915 |
| | — |
| | 1,012 |
| | (196 | ) | | 3/31/2014 | | 2014 |
| Dollar General | | Rockford | | IL | | — |
| | 464 |
| | 597 |
| | 27 |
| | 1,088 |
| | (97 | ) | | 6/18/2014 | | 2014 |
| Dollar General | | Roodhouse | | IL | | — |
| | 207 |
| | 829 |
| | — |
| | 1,036 |
| | (234 | ) | | 12/31/2012 | | 1995 |
| Dollar General | | Savanna | | IL | | — |
| | 273 |
| | 1,093 |
| | — |
| | 1,366 |
| | (308 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | South Pekin | | IL | | — |
| | 104 |
| | 933 |
| | — |
| | 1,037 |
| | (229 | ) | | 8/14/2013 | | 2013 |
| Dollar General | | Bainbridge | | IN | | — |
| | 131 |
| | 765 |
| | — |
| | 896 |
| | (111 | ) | | 9/22/2014 | | 2010 |
| Dollar General | | Medaryville | | IN | | — |
| | 96 |
| | 914 |
| | — |
| | 1,010 |
| | (212 | ) | | 7/31/2014 | | 2014 |
| Dollar General | | Monroeville | | IN | | — |
| | 112 |
| | 636 |
| | — |
| | 748 |
| | (197 | ) | | 12/22/2011 | | 2011 |
| Dollar General | | Porter | | IN | | — |
| | 243 |
| | 995 |
| | — |
| | 1,238 |
| | (97 | ) | | 5/29/2014 | | 2014 |
| Dollar General | | Rensselaer | | IN | | — |
| | 111 |
| | 957 |
| | — |
| | 1,068 |
| | (157 | ) | | 7/30/2014 | | 2014 |
| Dollar General | | Richland | | IN | | — |
| | 156 |
| | 887 |
| | — |
| | 1,043 |
| | (96 | ) | | 4/30/2014 | | 2014 |
| Dollar General | | Schneider | | IN | | — |
| | 124 |
| | 1,010 |
| | — |
| | 1,134 |
| | (143 | ) | | 9/17/2014 | | 2014 |
| Dollar General | | Auburn | | KS | | — |
| | 42 |
| | 801 |
| | — |
| | 843 |
| | (233 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Cottonwood Falls | | KS | | — |
| | 89 |
| | 802 |
| | — |
| | 891 |
| | (234 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Erie | | KS | | — |
| | 42 |
| | 790 |
| | — |
| | 832 |
| | (230 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Garden City | | KS | | — |
| | 136 |
| | 771 |
| | — |
| | 907 |
| | (225 | ) | | 8/31/2012 | | 2010 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Wendy's | | Anderson | | IN | | — |
| | 505 |
| | 757 |
| | — |
| | 1,262 |
| | (240 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Anderson | | IN | | — |
| | 584 |
| | 713 |
| | — |
| | 1,297 |
| | (226 | ) | | 7/31/2013 | | 1976 |
| Wendy's | | Connersville | | IN | | — |
| | 324 |
| | 1,298 |
| | — |
| | 1,622 |
| | (412 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Richmond | | IN | | — |
| | 735 |
| | 1,716 |
| | — |
| | 2,451 |
| | (544 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Richmond | | IN | | — |
| | 661 |
| | 992 |
| | — |
| | 1,653 |
| | (315 | ) | | 7/31/2013 | | 1989 |
| Popeyes | | Eatontown | | NJ | | — |
| | 651 |
| | 796 |
| | — |
| | 1,447 |
| | (253 | ) | | 7/31/2013 | | 1987 |
| Wendy's | | Auburn | | NY | | — |
| | 465 |
| | 1,085 |
| | — |
| | 1,550 |
| | (344 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Binghamton | | NY | | — |
| | 293 |
| | 879 |
| | — |
| | 1,172 |
| | (279 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Corning | | NY | | — |
| | 191 |
| | 1,717 |
| | — |
| | 1,908 |
| | (545 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Cortland | | NY | | — |
| | 635 |
| | 952 |
| | — |
| | 1,587 |
| | (302 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Endicott | | NY | | — |
| | 313 |
| | 1,253 |
| | — |
| | 1,566 |
| | (398 | ) | | 7/31/2013 | | 1987 |
| Wendy's | | Horseheads | | NY | | — |
| | 72 |
| | 1,369 |
| | — |
| | 1,441 |
| | (434 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | Owego | | NY | | — |
| | 101 |
| | 1,915 |
| | — |
| | 2,016 |
| | (608 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Centerville | | OH | | — |
| | 615 |
| | 1,434 |
| | — |
| | 2,049 |
| | (455 | ) | | 7/31/2013 | | 1997 |
| Wendy's | | Cincinnati | | OH | | — |
| | 939 |
| | 1,408 |
| | — |
| | 2,347 |
| | (447 | ) | | 7/31/2013 | | 1980 |
| Wendy's | | Dayton | | OH | | — |
| | 723 |
| | 1,343 |
| | — |
| | 2,066 |
| | (426 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Fairborn | | OH | | — |
| | 629 |
| | 1,468 |
| | — |
| | 2,097 |
| | (466 | ) | | 7/31/2013 | | 1999 |
| Wendy's | | Fairborn | | OH | | — |
| | 604 |
| | 1,408 |
| | — |
| | 2,012 |
| | (447 | ) | | 7/31/2013 | | 1992 |
| Wendy's | | Fairfield | | OH | | — |
| | 794 |
| | 970 |
| | 1 |
| | 1,765 |
| | (308 | ) | | 7/31/2013 | | 1981 |
| Wendy's | | Hamilton | | OH | | — |
| | 908 |
| | 1,362 |
| | — |
| | 2,270 |
| | (432 | ) | | 7/31/2013 | | 2002 |
| Wendy's | | Lancaster | | OH | | — |
| | 552 |
| | 1,025 |
| | — |
| | 1,577 |
| | (325 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Miamisburg | | OH | | — |
| | 888 |
| | 1,086 |
| | — |
| | 1,974 |
| | (345 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Middletown | | OH | | — |
| | 755 |
| | 1,133 |
| | — |
| | 1,888 |
| | (359 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Middletown | | OH | | — |
| | 752 |
| | 920 |
| | — |
| | 1,672 |
| | (292 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Middletown | | OH | | — |
| | 494 |
| | 1,481 |
| | — |
| | 1,975 |
| | (470 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Saint Bernard | | OH | | — |
| | 432 |
| | 1,009 |
| | — |
| | 1,441 |
| | (320 | ) | | 7/31/2013 | | 1985 |
| Wendy's | | Springboro | | OH | | — |
| | 891 |
| | 1,336 |
| | — |
| | 2,227 |
| | (424 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | West Carrollton | | OH | | — |
| | 708 |
| | 865 |
| | — |
| | 1,573 |
| | (275 | ) | | 7/31/2013 | | 1979 |
| Wendy's | | West Chester | | OH | | — |
| | 944 |
| | 772 |
| | — |
| | 1,716 |
| | (245 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | West Chester | | OH | | — |
| | 616 |
| | 924 |
| | — |
| | 1,540 |
| | (293 | ) | | 7/31/2013 | | 2005 |
| Wendy's | | Wintersville | | OH | | — |
| | 621 |
| | 1,449 |
| | 1 |
| | 2,071 |
| | (460 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Enid | | OK | | — |
| | 158 |
| | 893 |
| | — |
| | 1,051 |
| | (284 | ) | | 7/31/2013 | | 2003 |
| Wendy's | | Ponca City | | OK | | — |
| | 529 |
| | 983 |
| | — |
| | 1,512 |
| | (312 | ) | | 7/31/2013 | | 1979 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Harper | | KS | | — |
| | 91 |
| | 818 |
| | — |
| | 909 |
| | (238 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Humboldt | | KS | | — |
| | 44 |
| | 828 |
| | — |
| | 872 |
| | (241 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Kingman | | KS | | — |
| | 142 |
| | 804 |
| | — |
| | 946 |
| | (234 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Medicine Lodge | | KS | | — |
| | 40 |
| | 765 |
| | — |
| | 805 |
| | (223 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Minneapolis | | KS | | — |
| | 43 |
| | 816 |
| | — |
| | 859 |
| | (238 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Pomona | | KS | | — |
| | 42 |
| | 796 |
| | — |
| | 838 |
| | (232 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Sedan | | KS | | — |
| | 42 |
| | 792 |
| | — |
| | 834 |
| | (231 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Syracuse | | KS | | — |
| | 43 |
| | 817 |
| | — |
| | 860 |
| | (238 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Berea | | KY | | — |
| | 138 |
| | 781 |
| | — |
| | 919 |
| | (203 | ) | | 5/30/2013 | | 2012 |
| Dollar General | | Coldiron | | KY | | — |
| | 187 |
| | 747 |
| | — |
| | 934 |
| | (194 | ) | | 5/30/2013 | | 2013 |
| Dollar General | | East Bernstadt | | KY | | — |
| | 141 |
| | 799 |
| | — |
| | 940 |
| | (208 | ) | | 5/30/2013 | | 2012 |
| Dollar General | | Eubank | | KY | | — |
| | 137 |
| | 775 |
| | — |
| | 912 |
| | (201 | ) | | 5/30/2013 | | 2013 |
| Dollar General | | Monticello | | KY | | — |
| | 251 |
| | 867 |
| | — |
| | 1,118 |
| | (181 | ) | | 4/25/2014 | | 2012 |
| Dollar General | | Nancy | | KY | | — |
| | 81 |
| | 733 |
| | — |
| | 814 |
| | (220 | ) | | 4/26/2012 | | 2011 |
| Dollar General | | Whitesburg | | KY | | — |
| | 211 |
| | 845 |
| | — |
| | 1,056 |
| | (220 | ) | | 5/30/2013 | | 2012 |
| Dollar General | | Bastrop | | LA | | — |
| | 148 |
| | 838 |
| | — |
| | 986 |
| | (210 | ) | | 7/1/2013 | | 2013 |
| Dollar General | | Choudrant | | LA | | 300 |
| | 83 |
| | 745 |
| | — |
| | 828 |
| | (228 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Converse | | LA | | — |
| | 84 |
| | 756 |
| | — |
| | 840 |
| | (218 | ) | | 9/26/2012 | | 2012 |
| Dollar General | | Doyline | | LA | | — |
| | 88 |
| | 793 |
| | — |
| | 881 |
| | (226 | ) | | 11/27/2012 | | 2012 |
| Dollar General | | Gardner | | LA | | — |
| | 138 |
| | 784 |
| | — |
| | 922 |
| | (238 | ) | | 3/8/2012 | | 2012 |
| Dollar General | | Grambling | | LA | | — |
| | 597 |
| | 719 |
| | — |
| | 1,316 |
| | (165 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Jonesville | | LA | | — |
| | 103 |
| | 929 |
| | — |
| | 1,032 |
| | (269 | ) | | 9/27/2012 | | 2012 |
| Dollar General | | Keithville | | LA | | — |
| | 83 |
| | 750 |
| | — |
| | 833 |
| | (220 | ) | | 7/26/2012 | | 2012 |
| Dollar General | | Lake Charles | | LA | | — |
| | 102 |
| | 919 |
| | — |
| | 1,021 |
| | (281 | ) | | 2/29/2012 | | 2012 |
| Dollar General | | Lake Charles | | LA | | — |
| | 406 |
| | 770 |
| | — |
| | 1,176 |
| | (169 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Mangham | | LA | | 300 |
| | 40 |
| | 759 |
| | — |
| | 799 |
| | (232 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Monroe | | LA | | 400 |
| | 97 |
| | 869 |
| | — |
| | 966 |
| | (265 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Mount Hermon | | LA | | 400 |
| | 94 |
| | 842 |
| | — |
| | 936 |
| | (257 | ) | | 2/6/2012 | | 2009 |
| Dollar General | | New Iberia | | LA | | — |
| | 315 |
| | 736 |
| | — |
| | 1,051 |
| | (221 | ) | | 4/26/2012 | | 2011 |
| Dollar General | | Patterson | | LA | | — |
| | 259 |
| | 1,035 |
| | — |
| | 1,294 |
| | (311 | ) | | 4/26/2012 | | 2011 |
| Dollar General | | Sarepta | | LA | | — |
| | 131 |
| | 743 |
| | — |
| | 874 |
| | (217 | ) | | 8/9/2012 | | 2011 |
| Dollar General | | St. Martinville | | LA | | — |
| | 175 |
| | 1,028 |
| | — |
| | 1,203 |
| | (225 | ) | | 2/7/2014 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Wendy's | | Sayre | | PA | | — |
| | 372 |
| | 1,115 |
| | — |
| | 1,487 |
| | (354 | ) | | 7/31/2013 | | 1994 |
| Wendy's | | Brentwood | | TN | | — |
| | 339 |
| | 1,356 |
| | — |
| | 1,695 |
| | (430 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | Crossville | | TN | | — |
| | 190 |
| | 760 |
| | — |
| | 950 |
| | (241 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Manchester | | TN | | — |
| | 245 |
| | 1,390 |
| | — |
| | 1,635 |
| | (441 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Mcminnville | | TN | | — |
| | 255 |
| | 1,443 |
| | — |
| | 1,698 |
| | (458 | ) | | 7/31/2013 | | 2010 |
| Wendy's | | Murfreesboro | | TN | | — |
| | 586 |
| | 1,088 |
| | — |
| | 1,674 |
| | (345 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Nashville | | TN | | — |
| | 592 |
| | 1,100 |
| | — |
| | 1,692 |
| | (349 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Nashville | | TN | | — |
| | 328 |
| | 1,313 |
| | — |
| | 1,641 |
| | (417 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Corpus Christi | | TX | | — |
| | 646 |
| | 1,198 |
| | 1 |
| | 1,845 |
| | (381 | ) | | 7/31/2013 | | 1987 |
| Wendy's | | El Paso | | TX | | — |
| | 630 |
| | 1,889 |
| | — |
| | 2,519 |
| | (599 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Christiansburg | | VA | | — |
| | 416 |
| | 624 |
| | — |
| | 1,040 |
| | (198 | ) | | 7/31/2013 | | 1980 |
| Wendy's | | Hillsville | | VA | | — |
| | 324 |
| | 973 |
| | — |
| | 1,297 |
| | (309 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | Lebanon | | VA | | — |
| | 431 |
| | 1,006 |
| | — |
| | 1,437 |
| | (319 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Wytheville | | VA | | — |
| | 598 |
| | 897 |
| | — |
| | 1,495 |
| | (285 | ) | | 7/31/2013 | | 2003 |
| Wendy's | | Beloit | | WI | | — |
| | 1,138 |
| | 931 |
| | — |
| | 2,069 |
| | (295 | ) | | 7/31/2013 | | 2002 |
| Wendy's | | Fitchburg | | WI | | — |
| | 662 |
| | 1,230 |
| | — |
| | 1,892 |
| | (390 | ) | | 7/31/2013 | | 2003 |
| Wendy's | | Germantown | | WI | | — |
| | 419 |
| | 1,257 |
| | — |
| | 1,676 |
| | (399 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Greenfield | | WI | | — |
| | 487 |
| | 1,137 |
| | — |
| | 1,624 |
| | (361 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | Janesville | | WI | | — |
| | 647 |
| | 971 |
| | — |
| | 1,618 |
| | (308 | ) | | 7/31/2013 | | 1991 |
| Wendy's | | Kenosha | | WI | | — |
| | 322 |
| | 1,290 |
| | — |
| | 1,612 |
| | (409 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Kenosha | | WI | | — |
| | 965 |
| | 1,447 |
| | — |
| | 2,412 |
| | (459 | ) | | 7/31/2013 | | 1986 |
| Wendy's | | Madison | | WI | | — |
| | 454 |
| | 1,362 |
| | — |
| | 1,816 |
| | (432 | ) | | 7/31/2013 | | 1998 |
| Wendy's | | Milwaukee | | WI | | — |
| | 810 |
| | 810 |
| | — |
| | 1,620 |
| | (257 | ) | | 7/31/2013 | | 1979 |
| Wendy's | | Milwaukee | | WI | | — |
| | 338 |
| | 1,351 |
| | — |
| | 1,689 |
| | (429 | ) | | 7/31/2013 | | 1985 |
| Wendy's | | Milwaukee | | WI | | — |
| | 436 |
| | 1,015 |
| | 1 |
| | 1,452 |
| | (323 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | New Berlin | | WI | | — |
| | 903 |
| | 739 |
| | — |
| | 1,642 |
| | (234 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Oak Creek | | WI | | — |
| | 577 |
| | 1,347 |
| | — |
| | 1,924 |
| | (428 | ) | | 7/31/2013 | | 1999 |
| Wendy's | | Sheboygan | | WI | | — |
| | 676 |
| | 1,014 |
| | — |
| | 1,690 |
| | (322 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | West Allis | | WI | | — |
| | 583 |
| | 1,083 |
| | — |
| | 1,666 |
| | (344 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Bridgeport | | WV | | — |
| | 273 |
| | 818 |
| | — |
| | 1,091 |
| | (260 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Buckhannon | | WV | | — |
| | 157 |
| | 890 |
| | — |
| | 1,047 |
| | (283 | ) | | 7/31/2013 | | 1987 |
| Wendy's | | Parkersburg | | WV | | — |
| | 295 |
| | 885 |
| | — |
| | 1,180 |
| | (281 | ) | | 7/31/2013 | | 1979 |
| Wendy's | | Parkersburg | | WV | | — |
| | 311 |
| | 1,243 |
| | — |
| | 1,554 |
| | (395 | ) | | 7/31/2013 | | 1977 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Wendy's | | | Parkersburg | | WV | | — |
| | 241 |
| | 964 |
| | — |
| | 1,205 |
| | (306 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | | Saint Marys | | WV | | — |
| | 70 |
| | 1,322 |
| | — |
| | 1,392 |
| | (419 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | | Vienna | | WV | | — |
| | 301 |
| | 702 |
| | — |
| | 1,003 |
| | (223 | ) | | 7/31/2013 | | 1976 |
| Whataburger | | | Edna | | TX | | — |
| | 290 |
| | 869 |
| | — |
| | 1,159 |
| | (276 | ) | | 7/31/2013 | | 1986 |
| Whataburger | | | Lubbock | | TX | | — |
| | 432 |
| | 647 |
| | — |
| | 1,079 |
| | (205 | ) | | 7/31/2013 | | 1992 |
| Kentucky Fried Chicken | | | Warren | | OH | | — |
| | 426 |
| | 640 |
| | (421 | ) | | 645 |
| | (66 | ) | | 7/31/2013 | | 1987 |
| Kentucky Fried Chicken | | | New Kensington | | PA | | — |
| | 324 |
| | 487 |
| | (260 | ) | | 551 |
| | (57 | ) | | 7/31/2013 | | 1967 |
| China Wok | | | Springfield | | MO | | — |
| | 753 |
| | 753 |
| | (973 | ) | | 533 |
| | (11 | ) | | 7/31/2013 | | 2006 |
| Torchy's Tacos | | | Waco | | TX | | — |
| | 595 |
| | 893 |
| | — |
| | 1,488 |
| | (283 | ) | | 7/31/2013 | | 2000 |
| Dollar Tree/Family Dollar | | | Plano | | TX | | — |
| | 468 |
| | 869 |
| | — |
| | 1,337 |
| | (278 | ) | | 8/1/2013 | | 2013 |
| DaVita Dialysis | | | St. Pauls | | NC | | — |
| | 138 |
| | 1,246 |
| | — |
| | 1,384 |
| | (343 | ) | | 8/2/2013 | | 2006 |
| Dollar General | | Thibodaux | | LA | | — |
| | 234 |
| | 1,146 |
| | — |
| | 1,380 |
| | (253 | ) | | 2/7/2014 | | 2012 | | Elkview | | WV | | — |
| | 274 |
| | 823 |
| | — |
| | 1,097 |
| | (263 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | West Monroe | | LA | | — |
| | 153 |
| | 869 |
| | — |
| | 1,022 |
| | (263 | ) | | 3/9/2012 | | 1995 | | Doolittle | | MO | | — |
| | 137 |
| | 778 |
| | — |
| | 915 |
| | (249 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | Zachary | | LA | | — |
| | 248 |
| | 743 |
| | — |
| | 991 |
| | (224 | ) | | 4/26/2012 | | 2011 | | Malden | | MO | | — |
| | 108 |
| | 974 |
| | — |
| | 1,082 |
| | (311 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | Adams | | MA | | — |
| | 254 |
| | 1,016 |
| | — |
| | 1,270 |
| | (240 | ) | | 10/10/2013 | | 2012 | | Amarillo | | TX | | — |
| | 153 |
| | 866 |
| | — |
| | 1,019 |
| | (277 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | Bangor | | MI | | — |
| | 173 |
| | 691 |
| | — |
| | 864 |
| | (203 | ) | | 7/10/2012 | | 2012 | | Mercedes | | TX | | — |
| | 215 |
| | 859 |
| | — |
| | 1,074 |
| | (275 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | Bronson | | MI | | — |
| | 97 |
| | 436 |
| | — |
| | 533 |
| | (163 | ) | | 8/6/2014 | | 1965 | | Annandale | | MN | | — |
| | 212 |
| | 848 |
| | — |
| | 1,060 |
| | (271 | ) | | 8/2/2013 | | 2013 |
| Walgreens | | | Baltimore | | MD | | — |
| | 1,185 |
| | 2,764 |
| | — |
| | 3,949 |
| | (943 | ) | | 8/6/2013 | | 2000 |
| Dollar Tree/Family Dollar | | | Etoile | | TX | | — |
| | 45 |
| | 850 |
| | — |
| | 895 |
| | (272 | ) | | 8/6/2013 | | 2013 |
| Dollar General | | Cadillac | | MI | | — |
| | 187 |
| | 747 |
| | — |
| | 934 |
| | (226 | ) | | 3/16/2012 | | 2012 | | Avinger | | TX | | — |
| | 44 |
| | 830 |
| | — |
| | 874 |
| | (265 | ) | | 8/8/2013 | | 2013 |
| Dollar General | | Camden | | MI | | — |
| | 138 |
| | 781 |
| | — |
| | 919 |
| | (214 | ) | | 2/27/2013 | | 2013 | | Amarillo | | TX | | — |
| | 97 |
| | 877 |
| | — |
| | 974 |
| | (280 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | Carleton | | MI | | — |
| | 222 |
| | 666 |
| | — |
| | 888 |
| | (202 | ) | | 3/16/2012 | | 2011 | | Boling | | TX | | — |
| | 92 |
| | 831 |
| | — |
| | 923 |
| | (266 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | Covert | | MI | | — |
| | 37 |
| | 704 |
| | — |
| | 741 |
| | (205 | ) | | 8/30/2012 | | 2012 | | Ganado | | TX | | — |
| | 95 |
| | 857 |
| | — |
| | 952 |
| | (274 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | Durand | | MI | | — |
| | 181 |
| | 726 |
| | — |
| | 907 |
| | (217 | ) | | 5/18/2012 | | 2012 | | San Antonio | | TX | | — |
| | 333 |
| | 776 |
| | — |
| | 1,109 |
| | (248 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | East Jordan | | MI | | — |
| | 125 |
| | 709 |
| | — |
| | 834 |
| | (208 | ) | | 7/10/2012 | | 2012 | | South Pekin | | IL | | — |
| | 104 |
| | 933 |
| | — |
| | 1,037 |
| | (298 | ) | | 8/14/2013 | | 2013 |
| FedEx | | | Tinicum | | PA | | — |
| | — |
| | 32,180 |
| | 549 |
| | 32,729 |
| | (11,607 | ) | | 8/15/2013 | | 2013 |
| Dollar General | | | Brookeland | | TX | | — |
| | 93 |
| | 840 |
| | — |
| | 933 |
| | (269 | ) | | 8/15/2013 | | 2013 |
| Mattress Firm | | | Rock Hill | | SC | | — |
| | 385 |
| | 898 |
| | — |
| | 1,283 |
| | (287 | ) | | 8/21/2013 | | 2008 |
| Dollar General | | Flint | | MI | | — |
| | 83 |
| | 743 |
| | — |
| | 826 |
| | (222 | ) | | 5/18/2012 | | 2012 | | Rolla | | MO | | — |
| | 209 |
| | 835 |
| | — |
| | 1,044 |
| | (267 | ) | | 8/21/2013 | | 2013 |
| Dollar General | | Flint | | MI | | — |
| | 91 |
| | 820 |
| | — |
| | 911 |
| | (235 | ) | | 10/31/2012 | | 2012 | | Mahomet | | IL | | — |
| | 292 |
| | 877 |
| | — |
| | 1,169 |
| | (280 | ) | | 8/22/2013 | | 2013 |
| Dollar General | | Gaylord | | MI | | — |
| | 172 |
| | 687 |
| | — |
| | 859 |
| | (202 | ) | | 7/10/2012 | | 2012 | | Pequot Lakes | | MN | | — |
| | 155 |
| | 880 |
| | — |
| | 1,035 |
| | (281 | ) | | 8/22/2013 | | 2013 |
| Dollar General | | Iron River | | MI | | — |
| | 86 |
| | 777 |
| | — |
| | 863 |
| | (226 | ) | | 8/30/2012 | | 2012 | | Savannah | | MO | | — |
| | 270 |
| | 811 |
| | — |
| | 1,081 |
| | (259 | ) | | 8/23/2013 | | 2013 |
| Dollar General | | Manchester | | MI | | — |
| | 213 |
| | 853 |
| | — |
| | 1,066 |
| | (234 | ) | | 2/27/2013 | | 2013 | | San Benito | | TX | | — |
| | 202 |
| | 807 |
| | — |
| | 1,009 |
| | (258 | ) | | 8/23/2013 | | 2013 |
| Dollar General | | Manistique | | MI | | — |
| | 155 |
| | 876 |
| | — |
| | 1,031 |
| | (240 | ) | | 2/27/2013 | | 2012 | |
| Dollar General | | Melvindale | | MI | | — |
| | 242 |
| | 967 |
| | — |
| | 1,209 |
| | (286 | ) | | 6/26/2012 | | 2012 | |
| Dollar General | | Mount Morris | | MI | | — |
| | 110 |
| | 988 |
| | — |
| | 1,098 |
| | (271 | ) | | 2/27/2013 | | 2012 | |
| Dollar General | | Negaunee | | MI | | — |
| | 87 |
| | 779 |
| | — |
| | 866 |
| | (227 | ) | | 8/30/2012 | | 2012 | |
| Dollar General | | Rapid City | | MI | | — |
| | 179 |
| | 716 |
| | — |
| | 895 |
| | (196 | ) | | 2/27/2013 | | 2012 | |
| Dollar General | | Romulus | | MI | | — |
| | 199 |
| | 794 |
| | — |
| | 993 |
| | (217 | ) | | 2/27/2013 | | 2011 | |
| Dollar General | | Roscommon | | MI | | — |
| | 87 |
| | 781 |
| | — |
| | 868 |
| | (228 | ) | | 8/30/2012 | | 2012 | |
| Dollar General | | Wakefield | | MI | | — |
| | 88 |
| | 794 |
| | — |
| | 882 |
| | (224 | ) | | 12/19/2012 | | 2012 | |
| Dollar General | | Albert Lea | | MN | | — |
| | 223 |
| | 551 |
| | (46 | ) | | 728 |
| | (89 | ) | | 5/30/2014 | | 1960 | |
| Dollar General | | Annandale | | MN | | — |
| | 212 |
| | 848 |
| | — |
| | 1,060 |
| | (208 | ) | | 8/2/2013 | | 2013 | |
| Dollar General | | Barnesville | | MN | | — |
| | 86 |
| | 841 |
| | — |
| | 927 |
| | (184 | ) | | 2/26/2014 | | 2014 | |
| Dollar General | | Cohasset | | MN | | — |
| | 87 |
| | 964 |
| | — |
| | 1,051 |
| | (196 | ) | | 5/2/2014 | | 2013 | |
| Dollar General | | Ely | | MN | | — |
| | 174 |
| | 944 |
| | — |
| | 1,118 |
| | (101 | ) | | 4/30/2014 | | 2014 | |
| Dollar General | | Hawley | | MN | | — |
| | 89 |
| | 803 |
| | — |
| | 892 |
| | (190 | ) | | 10/16/2013 | | 2013 | |
| Dollar General | | Melrose | | MN | | — |
| | 96 |
| | 863 |
| | — |
| | 959 |
| | (243 | ) | | 12/17/2012 | | 2012 | |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Advance Auto Parts | | | Fort Atkinson | | WI | | — |
| | 353 |
| | 824 |
| | — |
| | 1,177 |
| | (263 | ) | | 8/26/2013 | | 2004 |
| FedEx | | | Lebanon | | OH | | — |
| | 1,492 |
| | 8,452 |
| | — |
| | 9,944 |
| | (3,190 | ) | | 8/26/2013 | | 2013 |
| Dollar General | | | Diana | | TX | | — |
| | 186 |
| | 743 |
| | — |
| | 929 |
| | (238 | ) | | 8/27/2013 | | 2013 |
| Dollar General | | | Lubbock | | TX | | — |
| | 199 |
| | 796 |
| | — |
| | 995 |
| | (254 | ) | | 8/28/2013 | | 2013 |
| Dollar General | | | Cedar Falls | | IA | | — |
| | 96 |
| | 862 |
| | — |
| | 958 |
| | (275 | ) | | 8/28/2013 | | 2013 |
| Dollar Tree/Family Dollar | | | Marble Hill | | MO | | — |
| | 38 |
| | 719 |
| | — |
| | 757 |
| | (230 | ) | | 8/29/2013 | | 2013 |
| Dollar Tree/Family Dollar | | | Des Moines | | IA | | — |
| | 152 |
| | 863 |
| | 5 |
| | 1,020 |
| | (277 | ) | | 8/30/2013 | | 2013 |
| Dollar Tree/Family Dollar | | | Thorp | | WI | | — |
| | 90 |
| | 810 |
| | — |
| | 900 |
| | (259 | ) | | 8/30/2013 | | 2013 |
| Applebee's | | | Oxford | | AL | | — |
| | 1,162 |
| | 2,157 |
| | — |
| | 3,319 |
| | (711 | ) | | 8/30/2013 | | 1995 |
| Applebee's | | | Pueblo | | CO | | — |
| | 752 |
| | 2,257 |
| | — |
| | 3,009 |
| | (769 | ) | | 8/30/2013 | | 1998 |
| Applebee's | | | Thornton | | CO | | — |
| | 681 |
| | 2,043 |
| | — |
| | 2,724 |
| | (696 | ) | | 8/30/2013 | | 1994 |
| Applebee's | | | Garden City | | ID | | — |
| | 628 |
| | 2,512 |
| | — |
| | 3,140 |
| | (856 | ) | | 8/30/2013 | | 2003 |
| Applebee's | | | Roseburg | | OR | | — |
| | 717 |
| | 1,673 |
| | — |
| | 2,390 |
| | (570 | ) | | 8/30/2013 | | 2000 |
| Applebee's | | | Vancouver | | WA | | — |
| | 791 |
| | 1,846 |
| | 1 |
| | 2,638 |
| | (629 | ) | | 8/30/2013 | | 2001 |
| Bandana's Bar-B-Q Restaurant | | | Fenton | | MO | | — |
| | 470 |
| | 314 |
| | — |
| | 784 |
| | (107 | ) | | 8/30/2013 | | 1986 |
| Johnny Carinos | | | Columbus | | IN | | — |
| | 809 |
| | 1,888 |
| | — |
| | 2,697 |
| | (643 | ) | | 8/30/2013 | | 2004 |
| Johnny Carinos | | | Muncie | | IN | | — |
| | 540 |
| | 2,160 |
| | — |
| | 2,700 |
| | (736 | ) | | 8/30/2013 | | 2003 |
| Applebee's | | | Gresham | | OR | | — |
| | 853 |
| | 2,560 |
| | — |
| | 3,413 |
| | (872 | ) | | 8/30/2013 | | 2004 |
| Applebee's | | | Alamogordo | | NM | | — |
| | 271 |
| | 2,438 |
| | — |
| | 2,709 |
| | (831 | ) | | 8/30/2013 | | 2000 |
| Dollar General | | Milaca | | MN | | — |
| | 102 |
| | 916 |
| | — |
| | 1,018 |
| | (221 | ) | | 9/24/2013 | | 2013 | | Sand Springs | | OK | | — |
| | 143 |
| | 811 |
| | — |
| | 954 |
| | (257 | ) | | 9/3/2013 | | 2013 |
| Dollar General | | Montgomery | | MN | | — |
| | 87 |
| | 783 |
| | — |
| | 870 |
| | (221 | ) | | 12/17/2012 | | 2012 | | Sand Springs | | OK | | — |
| | 43 |
| | 819 |
| | — |
| | 862 |
| | (260 | ) | | 9/3/2013 | | 2013 |
| Dollar General | | Olivia | | MN | | — |
| | 98 |
| | 884 |
| | — |
| | 982 |
| | (246 | ) | | 1/31/2013 | | 2012 | | Sand Springs | | OK | | — |
| | 198 |
| | 791 |
| | — |
| | 989 |
| | (251 | ) | | 9/3/2013 | | 2012 |
| Dollar General | | Pequot Lakes | | MN | | — |
| | 155 |
| | 880 |
| | — |
| | 1,035 |
| | (216 | ) | | 8/22/2013 | | 2013 | | Staples | | MN | | — |
| | 150 |
| | 848 |
| | — |
| | 998 |
| | (269 | ) | | 9/4/2013 | | 2013 |
| Dollar Tree/Family Dollar | | | Greensburg | | KS | | — |
| | 80 |
| | 718 |
| | — |
| | 798 |
| | (228 | ) | | 9/9/2013 | | 2012 |
| Dollar Tree/Family Dollar | | | Centerville | | TX | | — |
| | 226 |
| | 679 |
| | — |
| | 905 |
| | (215 | ) | | 9/10/2013 | | 2013 |
| Dollar Tree/Family Dollar | | | Lumberton | | NC | | — |
| | 151 |
| | 603 |
| | — |
| | 754 |
| | (191 | ) | | 9/11/2013 | | 2005 |
| Dollar Tree/Family Dollar | | | Jackson | | MI | | — |
| | 93 |
| | 525 |
| | — |
| | 618 |
| | (167 | ) | | 9/12/2013 | | 2007 |
| Dollar General | | Richmond | | MN | | — |
| | 96 |
| | 836 |
| | — |
| | 932 |
| | (182 | ) | | 2/20/2014 | | 2014 | | Lexington | | MO | | — |
| | 149 |
| | 846 |
| | — |
| | 995 |
| | (268 | ) | | 9/13/2013 | | 2013 |
| Dollar General | | Roseau | | MN | | — |
| | 143 |
| | 808 |
| | — |
| | 951 |
| | (191 | ) | | 10/30/2013 | | 2013 | |
| Dollar General | | Rush City | | MN | | — |
| | 126 |
| | 716 |
| | — |
| | 842 |
| | (210 | ) | | 7/25/2012 | | 2012 | |
| Dollar General | | Springfield | | MN | | — |
| | 88 |
| | 795 |
| | — |
| | 883 |
| | (224 | ) | | 12/26/2012 | | 2012 | |
| Dollar General | | Staples | | MN | | — |
| | 150 |
| | 848 |
| | — |
| | 998 |
| | (205 | ) | | 9/4/2013 | | 2013 | |
| Dollar General | | Virginia | | MN | | — |
| | 147 |
| | 831 |
| | — |
| | 978 |
| | (232 | ) | | 1/14/2013 | | 2012 | |
| Dollar General | | Appleton City | | MO | | — |
| | 22 |
| | 124 |
| | — |
| | 146 |
| | (39 | ) | | 11/10/2011 | | 2004 | |
| Dollar General | | Ash Grove | | MO | | — |
| | 35 |
| | 315 |
| | — |
| | 350 |
| | (98 | ) | | 11/10/2011 | | 2006 | |
| Dollar General | | Ashland | | MO | | — |
| | 70 |
| | 398 |
| | 37 |
| | 505 |
| | (123 | ) | | 11/10/2011 | | 2006 | |
| Dollar General | | Aurora | | MO | | — |
| | 98 |
| | 881 |
| | — |
| | 979 |
| | (241 | ) | | 2/28/2013 | | 2013 | |
| Dollar General | | Auxvasse | | MO | | 300 |
| | 72 |
| | 650 |
| | — |
| | 722 |
| | (203 | ) | | 11/22/2011 | | 2011 | |
| Dollar General | | Belton | | MO | | — |
| | 105 |
| | 948 |
| | — |
| | 1,053 |
| | (276 | ) | | 8/3/2012 | | 2012 | |
| Dollar General | | Berkeley | | MO | | — |
| | 132 |
| | 748 |
| | — |
| | 880 |
| | (215 | ) | | 10/9/2012 | | 2012 | |
| Dollar General | | Bernie | | MO | | — |
| | 35 |
| | 314 |
| | — |
| | 349 |
| | (98 | ) | | 11/10/2011 | | 2007 | |
| Dollar General | | Billings | | MO | | — |
| | 139 |
| | 790 |
| | — |
| | 929 |
| | (187 | ) | | 10/17/2013 | | 2013 | |
| Dollar General | | Bloomfield | | MO | | — |
| | 23 |
| | 215 |
| | — |
| | 238 |
| | (66 | ) | | 11/10/2011 | | 2005 | |
| Dollar General | | Cardwell | | MO | | — |
| | 89 |
| | 805 |
| | — |
| | 894 |
| | (235 | ) | | 8/24/2012 | | 2012 | |
| Dollar General | | Carterville | | MO | | — |
| | 10 |
| | 192 |
| | — |
| | 202 |
| | (60 | ) | | 11/10/2011 | | 2004 | |
| Dollar General | | Caruthersville | | MO | | — |
| | 98 |
| | 878 |
| | — |
| | 976 |
| | (254 | ) | | 9/27/2012 | | 2012 | |
| Dollar General | | Caulfield | | MO | | — |
| | 139 |
| | 789 |
| | — |
| | 928 |
| | (223 | ) | | 12/31/2012 | | 2012 | |
| Dollar General | | Clarkton | | MO | | — |
| | 19 |
| | 354 |
| | — |
| | 373 |
| | (111 | ) | | 11/10/2011 | | 2007 | |
| Dollar General | | Clever | | MO | | — |
| | 136 |
| | 542 |
| | — |
| | 678 |
| | (161 | ) | | 6/19/2012 | | 2010 | |
| Dollar General | | Conway | | MO | | 300 |
| | 37 |
| | 694 |
| | — |
| | 731 |
| | (217 | ) | | 11/22/2011 | | 2011 | |
| Dollar General | | De Soto | | MO | | — |
| | 101 |
| | 912 |
| | — |
| | 1,013 |
| | (250 | ) | | 2/14/2013 | | 2013 | |
| Dollar General | | Diamond | | MO | | — |
| | 44 |
| | 175 |
| | — |
| | 219 |
| | (55 | ) | | 11/10/2011 | | 2005 | |
| Dollar General | | Doolittle | | MO | | — |
| | 137 |
| | 778 |
| | — |
| | 915 |
| | (191 | ) | | 8/2/2013 | | 2013 | |
| Dollar General | | Eagle Rock | | MO | | — |
| | 133 |
| | 786 |
| | — |
| | 919 |
| | (172 | ) | | 2/26/2014 | | 2014 | |
| Dollar General | | Edina | | MO | | — |
| | 127 |
| | 722 |
| | — |
| | 849 |
| | (209 | ) | | 9/13/2012 | | 2012 | |
| Dollar Tree/Family Dollar | | | Carlin | | NV | | — |
| | 99 |
| | 895 |
| | — |
| | 994 |
| | (284 | ) | | 9/13/2013 | | 2012 |
| Dollar Tree/Family Dollar | | | Cold Springs | | NV | | — |
| | 217 |
| | 869 |
| | — |
| | 1,086 |
| | (276 | ) | | 9/13/2013 | | 2013 |
| Dollar Tree/Family Dollar | | | Mountain View | | WY | | — |
| | 44 |
| | 838 |
| | — |
| | 882 |
| | (266 | ) | | 9/13/2013 | | 2013 |
| Dollar Tree/Family Dollar | | | Clarendon | | TX | | — |
| | 83 |
| | 749 |
| | — |
| | 832 |
| | (238 | ) | | 9/17/2013 | | 2013 |
| 24 Hour Fitness | | | Woodlands | | TX | | — |
| | 2,690 |
| | 7,463 |
| | 215 |
| | 10,368 |
| | (2,861 | ) | | 9/24/2013 | | 2002 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Citizens Bank | | | Warwick | | RI | | — |
| | 1,870 |
| | 8,828 |
| | 697 |
| | 11,395 |
| | (2,842 | ) | | 9/24/2013 | | 1995 |
| The UPS Store | | | Elizabethtown | | KY | | — |
| | 1,460 |
| | 10,336 |
| | 777 |
| | 12,573 |
| | (3,648 | ) | | 9/24/2013 | | 2001 |
| Dollar General | | Eldon | | MO | | — |
| | 52 |
| | 986 |
| | — |
| | 1,038 |
| | (270 | ) | | 2/14/2013 | | 2013 | | Milaca | | MN | | — |
| | 102 |
| | 916 |
| | — |
| | 1,018 |
| | (290 | ) | | 9/24/2013 | | 2013 |
| Dollar General | | Ellsinore | | MO | | — |
| | 30 |
| | 579 |
| | — |
| | 609 |
| | (181 | ) | | 11/10/2011 | | 2010 | | Chelyan | | WV | | — |
| | 273 |
| | 1,092 |
| | — |
| | 1,365 |
| | (346 | ) | | 9/27/2013 | | 2013 |
| Dollar General | | Gower | | MO | | — |
| | 118 |
| | 668 |
| | — |
| | 786 |
| | (195 | ) | | 8/31/2012 | | 2012 | |
| Dollar General | | Hallsville | | MO | | — |
| | 29 |
| | 263 |
| | (6 | ) | | 286 |
| | (81 | ) | | 11/10/2011 | | 2004 | |
| Dollar General | | Hawk Point | | MO | | — |
| | 177 |
| | 709 |
| | — |
| | 886 |
| | (206 | ) | | 8/24/2012 | | 2012 | |
| Dollar General | | Humansville | | MO | | — |
| | 69 |
| | 277 |
| | — |
| | 346 |
| | (82 | ) | | 6/19/2012 | | 2007 | |
| Dollar General | | Jennings | | MO | | — |
| | 445 |
| | 826 |
| | — |
| | 1,271 |
| | (243 | ) | | 7/13/2012 | | 2012 | |
| Dollar General | | Joplin | | MO | | — |
| | 144 |
| | 816 |
| | — |
| | 960 |
| | (189 | ) | | 11/12/2013 | | 2013 | |
| Dollar General | | Kansas City | | MO | | — |
| | 313 |
| | 731 |
| | — |
| | 1,044 |
| | (211 | ) | | 9/21/2012 | | 2012 | |
| Dollar General | | King City | | MO | | 300 |
| | 33 |
| | 625 |
| | — |
| | 658 |
| | (195 | ) | | 11/22/2011 | | 2010 | |
| Dollar General | | Laurie | | MO | | — |
| | 102 |
| | 918 |
| | — |
| | 1,020 |
| | (213 | ) | | 11/15/2013 | | 2013 | |
| Dollar General | | Lawson | | MO | | — |
| | 29 |
| | 162 |
| | (3 | ) | | 188 |
| | (50 | ) | | 11/10/2011 | | 2003 | |
| Dollar General | | Lebanon | | MO | | — |
| | 177 |
| | 708 |
| | — |
| | 885 |
| | (205 | ) | | 9/24/2012 | | 2012 | |
| Dollar General | | Lebanon | | MO | | — |
| | 278 |
| | 835 |
| | — |
| | 1,113 |
| | (241 | ) | | 9/21/2012 | | 2012 | |
| Dollar General | | Lexington | | MO | | — |
| | 149 |
| | 846 |
| | — |
| | 995 |
| | (204 | ) | | 9/13/2013 | | 2013 | |
| Dollar General | | Licking | | MO | | 300 |
| | 76 |
| | 688 |
| | — |
| | 764 |
| | (215 | ) | | 11/22/2011 | | 2010 | |
| Dollar General | | Lilbourn | | MO | | — |
| | 62 |
| | 554 |
| | — |
| | 616 |
| | (173 | ) | | 11/10/2011 | | 2010 | |
| Dollar General | | Lonedell | | MO | | — |
| | 208 |
| | 833 |
| | — |
| | 1,041 |
| | (220 | ) | | 4/26/2013 | | 2013 | |
| Dollar General | | Malden | | MO | | — |
| | 108 |
| | 974 |
| | — |
| | 1,082 |
| | (239 | ) | | 8/2/2013 | | 2013 | |
| Dollar General | | Marble Hill | | MO | | — |
| | 104 |
| | 935 |
| | — |
| | 1,039 |
| | (270 | ) | | 9/11/2012 | | 2012 | |
| Dollar General | | Marionville | | MO | | — |
| | 89 |
| | 797 |
| | — |
| | 886 |
| | (228 | ) | | 10/31/2012 | | 2012 | |
| Dollar General | | Marthasville | | MO | | 300 |
| | 41 |
| | 782 |
| | — |
| | 823 |
| | (239 | ) | | 2/1/2012 | | 2011 | |
| Dollar General | | Maysville | | MO | | 300 |
| | 107 |
| | 607 |
| | — |
| | 714 |
| | (191 | ) | | 10/31/2011 | | 2010 | |
| Dollar General | | Morehouse | | MO | | — |
| | 87 |
| | 783 |
| | — |
| | 870 |
| | (226 | ) | | 9/7/2012 | | 2012 | |
| Dollar General | | New Haven | | MO | | — |
| | 176 |
| | 702 |
| | — |
| | 878 |
| | (211 | ) | | 4/27/2012 | | 2012 | |
| Dollar General | | Oak Grove | | MO | | — |
| | 27 |
| | 106 |
| | 64 |
| | 197 |
| | (32 | ) | | 6/19/2012 | | 1999 | |
| Dollar General | | Oran | | MO | | — |
| | 83 |
| | 747 |
| | — |
| | 830 |
| | (226 | ) | | 3/30/2012 | | 2012 | |
| Dollar General | | Osceola | | MO | | — |
| | 93 |
| | 835 |
| | — |
| | 928 |
| | (229 | ) | | 2/19/2013 | | 2012 | |
| Dollar General | | Ozark | | MO | | — |
| | 190 |
| | 758 |
| | — |
| | 948 |
| | (228 | ) | | 4/27/2012 | | 2012 | |
| Dollar General | | Ozark | | MO | | — |
| | 149 |
| | 842 |
| | — |
| | 991 |
| | (243 | ) | | 9/24/2012 | | 2012 | |
| Dollar General | | Pacific | | MO | | — |
| | 151 |
| | 853 |
| | — |
| | 1,004 |
| | (253 | ) | | 6/6/2012 | | 2012 | |
| Dollar General | | Palmyra | | MO | | — |
| | 40 |
| | 225 |
| | (3 | ) | | 262 |
| | (66 | ) | | 6/19/2012 | | 2003 | |
| Walgreens | | | Orlando | | FL | | — |
| | 1,007 |
| | 1,869 |
| | — |
| | 2,876 |
| | (633 | ) | | 9/30/2013 | | 1996 |
| Dollar Tree/Family Dollar | | | Intrnatnl Falls | | MN | | — |
| | 32 |
| | 608 |
| | — |
| | 640 |
| | (193 | ) | | 9/30/2013 | | 1966 |
| First Bank | | | Lake Mary | | FL | | — |
| | 1,230 |
| | 1,504 |
| | 4 |
| | 2,738 |
| | (454 | ) | | 10/1/2013 | | 1990 |
| CVS | | | Phoenix | | AZ | | 5,025 |
| | 1,511 |
| | 4,533 |
| | 4 |
| | 6,048 |
| | (1,527 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Phoenix | | AZ | | 3,015 |
| | 901 |
| | 2,704 |
| | 15 |
| | 3,620 |
| | (912 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Fresno | | CA | | 5,045 |
| | 1,890 |
| | 4,409 |
| | 16 |
| | 6,315 |
| | (1,485 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Palmdale | | CA | | 5,226 |
| | 2,493 |
| | 4,630 |
| | 17 |
| | 7,140 |
| | (1,560 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Sacramento | | CA | | 4,724 |
| | 2,163 |
| | 4,016 |
| | 19 |
| | 6,198 |
| | (1,353 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Norwich | | CT | | — |
| | 1,998 |
| | 5,995 |
| | 15 |
| | 8,008 |
| | (2,018 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Lakeland | | FL | | 2,258 |
| | 587 |
| | 2,347 |
| | 16 |
| | 2,950 |
| | (792 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Mandeville | | LA | | 4,020 |
| | 2,385 |
| | 2,915 |
| | 16 |
| | 5,316 |
| | (983 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Metairie | | LA | | 4,121 |
| | 1,895 |
| | 3,519 |
| | 16 |
| | 5,430 |
| | (1,186 | ) | | 10/1/2013 | | 2012 |
| CVS | | | New Orleans | | LA | | 3,719 |
| | 2,439 |
| | 2,439 |
| | 16 |
| | 4,894 |
| | (823 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Slidell | | LA | | 4,355 |
| | 1,142 |
| | 4,568 |
| | 15 |
| | 5,725 |
| | (1,538 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Hingham | | MA | | 5,695 |
| | 1,873 |
| | 5,619 |
| | 16 |
| | 7,508 |
| | (1,892 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Malden | | MA | | 5,360 |
| | 1,757 |
| | 5,271 |
| | 14 |
| | 7,042 |
| | (1,775 | ) | | 10/1/2013 | | 2012 |
| CVS | | | St. Joseph | | MO | | 3,015 |
| | 1,022 |
| | 3,067 |
| | 15 |
| | 4,104 |
| | (1,034 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Beaufort | | NC | | 2,781 |
| | 378 |
| | 3,404 |
| | 15 |
| | 3,797 |
| | (1,147 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Albuquerque | | NM | | 3,719 |
| | 975 |
| | 3,899 |
| | 17 |
| | 4,891 |
| | (1,314 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Albuquerque | | NM | | 3,920 |
| | 1,029 |
| | 4,118 |
| | 17 |
| | 5,164 |
| | (1,387 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Las Cruces | | NM | | 4,925 |
| | 1,295 |
| | 5,178 |
| | 17 |
| | 6,490 |
| | (1,744 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Tulsa | | OK | | 2,446 |
| | 950 |
| | 2,216 |
| | 16 |
| | 3,182 |
| | (748 | ) | | 10/1/2013 | | 2010 |
| CVS | | | Jackson | | TN | | 3,082 |
| | 1,209 |
| | 2,822 |
| | 15 |
| | 4,046 |
| | (951 | ) | | 10/1/2013 | | 2012 |
| CVS | | | Knoxville | | TN | | 2,613 |
| | 1,190 |
| | 2,210 |
| | 15 |
| | 3,415 |
| | (745 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Converse | | TX | | 3,538 |
| | 1,390 |
| | 3,243 |
| | 16 |
| | 4,649 |
| | (1,093 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Dumas | | TX | | 2,312 |
| | 846 |
| | 2,537 |
| | 15 |
| | 3,398 |
| | (855 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Elsa | | TX | | 2,814 |
| | 915 |
| | 2,744 |
| | 15 |
| | 3,674 |
| | (925 | ) | | 10/1/2013 | | 2011 |
| CVS | | | Ft . Worth | | TX | | 4,147 |
| | 2,453 |
| | 3,679 |
| | 15 |
| | 6,147 |
| | (1,239 | ) | | 10/1/2013 | | 2011 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| CVS | | San Antonio | | TX | | 3,806 |
| | 1,996 |
| | 2,993 |
| | 16 |
| | 5,005 |
| | (1,009 | ) | | 10/1/2013 | | 2011 |
| CVS | | San Antonio | | TX | | 4,422 |
| | 2,034 |
| | 3,778 |
| | 15 |
| | 5,827 |
| | (1,273 | ) | | 10/1/2013 | | 2011 |
| CVS | | San Antonio | | TX | | 2,660 |
| | 868 |
| | 2,605 |
| | 16 |
| | 3,489 |
| | (879 | ) | | 10/1/2013 | | 2012 |
| CVS | | San Juan | | TX | | 2,345 |
| | 610 |
| | 2,441 |
| | 15 |
| | 3,066 |
| | (823 | ) | | 10/1/2013 | | 2012 |
| CVS | | Norfolk | | VA | | — |
| | 697 |
| | 2,789 |
| | 15 |
| | 3,501 |
| | (940 | ) | | 10/1/2013 | | 2011 |
| CVS | | Portsmouth | | VA | | — |
| | 1,230 |
| | 3,690 |
| | 16 |
| | 4,936 |
| | (1,243 | ) | | 10/1/2013 | | 2012 |
| CVS | | Roanoke | | VA | | — |
| | 825 |
| | 2,474 |
| | 14 |
| | 3,313 |
| | (834 | ) | | 10/1/2013 | | 2011 |
| CVS | | Virginia Beach | | VA | | — |
| | 683 |
| | 3,868 |
| | 14 |
| | 4,565 |
| | (1,303 | ) | | 10/1/2013 | | 2012 |
| CVS | | Williamsburg | | VA | | — |
| | 907 |
| | 5,137 |
| | 15 |
| | 6,059 |
| | (1,730 | ) | | 10/1/2013 | | 2011 |
| First Bank | | Pinellas Park | | FL | | — |
| | 630 |
| | 1,470 |
| | 4 |
| | 2,104 |
| | (443 | ) | | 10/1/2013 | | 1980 |
| Huntington National Bank | | Jefferson | | OH | | — |
| | 255 |
| | 765 |
| | 7 |
| | 1,027 |
| | (231 | ) | | 10/1/2013 | | 1963 |
| Huntington National Bank | | Conneaut | | OH | | — |
| | 205 |
| | 477 |
| | 7 |
| | 689 |
| | (145 | ) | | 10/1/2013 | | 1971 |
| Morgan's Foods | | Pittsburgh | | PA | | — |
| | 180 |
| | 269 |
| | 3 |
| | 452 |
| | (84 | ) | | 10/1/2013 | | 1995 |
| Morgan's Foods | | Benwood | | WV | | — |
| | 123 |
| | 287 |
| | 4 |
| | 414 |
| | (89 | ) | | 10/1/2013 | | 1995 |
| Mattress Firm | | Daphne | | AL | | — |
| | 528 |
| | 1,233 |
| | — |
| | 1,761 |
| | (388 | ) | | 10/1/2013 | | 2013 |
| Bojangles | | Troutman | | NC | | — |
| | 718 |
| | 1,077 |
| | — |
| | 1,795 |
| | (419 | ) | | 10/10/2013 | | 2012 |
| Bojangles | | Fountain Inn | | SC | | — |
| | 287 |
| | 1,150 |
| | — |
| | 1,437 |
| | (447 | ) | | 10/10/2013 | | 2012 |
| Dollar General | | Adams | | MA | | — |
| | 254 |
| | 1,016 |
| | — |
| | 1,270 |
| | (320 | ) | | 10/10/2013 | | 2012 |
| Dollar General | | Modena | | NY | | — |
| | 249 |
| | 996 |
| | — |
| | 1,245 |
| | (314 | ) | | 10/10/2013 | | 2012 |
| Tractor Supply | | Mims | | FL | | — |
| | 310 |
| | 2,787 |
| | — |
| | 3,097 |
| | (778 | ) | | 10/10/2013 | | 2012 |
| Tractor Supply | | Plaistow | | NH | | — |
| | 638 |
| | 2,552 |
| | — |
| | 3,190 |
| | (712 | ) | | 10/10/2013 | | 2012 |
| FedEx | | London | | KY | | — |
| | 350 |
| | 3,151 |
| | — |
| | 3,501 |
| | (1,102 | ) | | 10/11/2013 | | 2013 |
| Dollar General | | Hawley | | MN | | — |
| | 89 |
| | 803 |
| | — |
| | 892 |
| | (253 | ) | | 10/16/2013 | | 2013 |
| Dollar General | | Weslaco | | TX | | — |
| | 205 |
| | 822 |
| | — |
| | 1,027 |
| | (259 | ) | | 10/16/2013 | | 2013 |
| Dollar General | | Billings | | MO | | — |
| | 139 |
| | 790 |
| | — |
| | 929 |
| | (249 | ) | | 10/17/2013 | | 2013 |
| Dollar General | | Texarkana | | TX | | — |
| | 136 |
| | 772 |
| | — |
| | 908 |
| | (243 | ) | | 10/25/2013 | | 2013 |
| Dollar Tree/Family Dollar | | University Park | | IL | | — |
| | 295 |
| | 688 |
| | — |
| | 983 |
| | (217 | ) | | 10/29/2013 | | 2013 |
| Dollar General | | Roseau | | MN | | — |
| | 143 |
| | 808 |
| | — |
| | 951 |
| | (254 | ) | | 10/30/2013 | | 2013 |
| Dollar General | | Lytle | | TX | | — |
| | 243 |
| | 971 |
| | — |
| | 1,214 |
| | (306 | ) | | 10/30/2013 | | 2013 |
| Dollar General | | New Braunfels | | TX | | — |
| | 156 |
| | 883 |
| | — |
| | 1,039 |
| | (278 | ) | | 10/30/2013 | | 2013 |
| Academy Sports + Outdoors | | Mobile | | AL | | — |
| | 1,311 |
| | 7,431 |
| | — |
| | 8,742 |
| | (2,072 | ) | | 11/1/2013 | | 2012 |
| Academy Sports + Outdoors | | Smyrna | | TN | | — |
| | 2,109 |
| | 8,434 |
| | — |
| | 10,543 |
| | (2,351 | ) | | 11/1/2013 | | 2012 |
| Abbott Laboratories | | Waukegan | | IL | | — |
| | 4,734 |
| | 21,319 |
| | 1,960 |
| | 28,013 |
| | (6,551 | ) | | 11/5/2013 | | 1980 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Aetna Life Insurance | | | Fresno | | CA | | — |
| | 3,405 |
| | 22,343 |
| | 2,937 |
| | 28,685 |
| | (3,888 | ) | | 11/5/2013 | | 1969 |
| amec | | | Houston | | TX | | — |
| | 2,524 |
| | 30,398 |
| | 1 |
| | 32,923 |
| | (8,782 | ) | | 11/5/2013 | | 1998 |
| AT&T | | | Richardson | | TX | | 10,630 |
| | 1,891 |
| | 31,118 |
| | 728 |
| | 33,737 |
| | (9,055 | ) | | 11/5/2013 | | 1986 |
| Becton Dickinson | | | San Antonio | | TX | | 8,894 |
| | 1,666 |
| | 19,092 |
| | 94 |
| | 20,852 |
| | (5,365 | ) | | 11/5/2013 | | 2008 |
| Bunge North America | | | Fort Worth | | TX | | — |
| | 1,100 |
| | 8,433 |
| | — |
| | 9,533 |
| | (2,610 | ) | | 11/5/2013 | | 2005 |
| Cadbury | | | Whippany | | NJ | | — |
| | 2,767 |
| | 38,018 |
| | (22,414 | ) | | 18,371 |
| | — |
| | 11/5/2013 | | 2004 |
| All About Cha | | | Tulsa | | OK | | — |
| | 1,253 |
| | 70,274 |
| | 1,868 |
| | 73,395 |
| | (19,571 | ) | | 11/5/2013 | | 1995 |
| Comcast | | | Englewood | | CO | | — |
| | 1,490 |
| | 5,060 |
| | 8 |
| | 6,558 |
| | (1,553 | ) | | 11/5/2013 | | 1999 |
| Cooper Tires | | | Franklin | | IN | | 14,385 |
| | 4,438 |
| | 33,994 |
| | — |
| | 38,432 |
| | (11,784 | ) | | 11/5/2013 | | 2009 |
| Crozer-Keystone HealthSystem | | | Ridley Park | | PA | | — |
| | — |
| | 6,114 |
| | (5,092 | ) | | 1,022 |
| | (20 | ) | | 11/5/2013 | | 1976 |
| Bob's Stores | | | Randolph | | MA | | — |
| | 2,840 |
| | 6,826 |
| | 276 |
| | 9,942 |
| | (2,280 | ) | | 11/5/2013 | | 1965 |
| Peraton | | | Herndon | | VA | | — |
| | 1,384 |
| | 53,584 |
| | (12,143 | ) | | 42,825 |
| | (2,634 | ) | | 11/5/2013 | | 1999 |
| Farmers Insurance | | | Mercer Island | | WA | | — |
| | 24,285 |
| | 28,210 |
| | — |
| | 52,495 |
| | (7,934 | ) | | 11/5/2013 | | 1982 |
| GM Financial | | | Arlington | | TX | | — |
| | 7,901 |
| | 35,553 |
| | — |
| | 43,454 |
| | (10,426 | ) | | 11/5/2013 | | 1998 |
| General Service Administration | | | Ponce | | PR | | — |
| | 1,780 |
| | 9,313 |
| | (5,494 | ) | | 5,599 |
| | (174 | ) | | 11/5/2013 | | 1995 |
| MDC Holdings Inc. | | | Denver | | CO | | — |
| | 12,648 |
| | 66,398 |
| | 1,921 |
| | 80,967 |
| | (18,820 | ) | | 11/5/2013 | | 2001 |
| Giant | | | Levittown | | PA | | — |
| | 4,716 |
| | 9,955 |
| | — |
| | 14,671 |
| | (2,842 | ) | | 11/5/2013 | | 2006 |
| Lowe's | | | New Orleans | | LA | | 11,555 |
| | 10,315 |
| | 20,728 |
| | — |
| | 31,043 |
| | (5,918 | ) | | 11/5/2013 | | 2005 |
| Metro by T-Mobile | | | Richardson | | TX | | 7,316 |
| | 1,292 |
| | 19,606 |
| | 769 |
| | 21,667 |
| | (5,703 | ) | | 11/5/2013 | | 1986 |
| Michelin | | | Louisville | | KY | | — |
| | 1,120 |
| | 7,763 |
| | — |
| | 8,883 |
| | (2,691 | ) | | 11/5/2013 | | 2011 |
| Pearson | | | Lawrence | | KS | | — |
| | 2,548 |
| | 18,057 |
| | (3,435 | ) | | 17,170 |
| | (2,605 | ) | | 11/5/2013 | | 1997 |
| BHC Marketing | | | The Woodlands | | TX | | — |
| | 4,724 |
| | 40,332 |
| | 28 |
| | 45,084 |
| | (11,004 | ) | | 11/5/2013 | | 2009 |
| Pulte Mortgage | | | Englewood | | CO | | — |
| | 2,563 |
| | 22,026 |
| | 475 |
| | 25,064 |
| | (6,355 | ) | | 11/5/2013 | | 2009 |
| Teva Pharmaceuticals | | | Malvern | | PA | | — |
| | 2,666 |
| | 40,981 |
| | (6,124 | ) | | 37,523 |
| | (5,300 | ) | | 11/5/2013 | | 1999 |
| Tiffany & Co. | | | Parsippany | �� | NJ | | — |
| | 2,248 |
| | 81,081 |
| | — |
| | 83,329 |
| | (28,106 | ) | | 11/5/2013 | | 1997 |
| Time Warner Cable | | | Milwaukee | | WI | | — |
| | 3,081 |
| | 22,512 |
| | 1,095 |
| | 26,688 |
| | (6,661 | ) | | 11/5/2013 | | 2001 |
| T-Mobile | | | Nashville | | TN | | — |
| | 1,190 |
| | 15,847 |
| | 1,428 |
| | 18,465 |
| | (4,683 | ) | | 11/5/2013 | | 2002 |
| Mars Petcare | | | Columbia | | SC | | — |
| | 1,875 |
| | 19,591 |
| | (984 | ) | | 20,482 |
| | (4,391 | ) | | 11/5/2013 | | 2014 |
| APG Polytech | | | The Woodlands | | TX | | 14,391 |
| | 5,219 |
| | 19,196 |
| | 7,862 |
| | 32,277 |
| | (4,214 | ) | | 11/5/2013 | | 2014 |
| The Vitamin Shoppe | | | Ashland | | VA | | — |
| | 2,399 |
| | 19,663 |
| | — |
| | 22,062 |
| | (6,816 | ) | | 11/5/2013 | | 2013 |
| Walgreens | | | Portsmouth | | VA | | — |
| | 730 |
| | 3,311 |
| | — |
| | 4,041 |
| | (1,105 | ) | | 11/5/2013 | | 1998 |
| Dollar General | | Plattsburg | | MO | | — |
| | 44 |
| | 843 |
| | — |
| | 887 |
| | (246 | ) | | 8/9/2012 | | 2012 | | Joplin | | MO | | — |
| | 144 |
| | 816 |
| | — |
| | 960 |
| | (255 | ) | | 11/12/2013 | | 2013 |
| Dollar General | | Qulin | | MO | | — |
| | 30 |
| | 573 |
| | (8 | ) | | 595 |
| | (178 | ) | | 11/10/2011 | | 2009 | | Laurie | | MO | | — |
| | 102 |
| | 918 |
| | — |
| | 1,020 |
| | (287 | ) | | 11/15/2013 | | 2013 |
| Dollar General | | Robertsville | | MO | | — |
| | 131 |
| | 744 |
| | — |
| | 875 |
| | (217 | ) | | 8/24/2012 | | 2011 | |
| Dollar General | | Rocky Mount | | MO | | — |
| | 88 |
| | 789 |
| | — |
| | 877 |
| | (230 | ) | | 8/31/2012 | | 2012 | |
| Dollar General | | Rolla | | MO | | — |
| | 209 |
| | 835 |
| | — |
| | 1,044 |
| | (205 | ) | | 8/21/2013 | | 2013 | |
| Dollar General | | Savannah | | MO | | — |
| | 270 |
| | 811 |
| | — |
| | 1,081 |
| | (199 | ) | | 8/23/2013 | | 2013 | |
| Dollar General | | Sedadia | | MO | | — |
| | 273 |
| | 637 |
| | — |
| | 910 |
| | (184 | ) | | 9/7/2012 | | 2012 | |
| Dollar General | | Senath | | MO | | — |
| | 61 |
| | 552 |
| | — |
| | 613 |
| | (163 | ) | | 6/19/2012 | | 2010 | |
| Dollar General | | Seneca | | MO | | — |
| | 47 |
| | 189 |
| | 180 |
| | 416 |
| | (56 | ) | | 6/19/2012 | | 1962 | |
| Dollar General | | Shelbina | | MO | | — |
| | 101 |
| | 911 |
| | — |
| | 1,012 |
| | (237 | ) | | 5/22/2013 | | 2013 | |
| Dollar General | | Sikeston | | MO | | — |
| | 56 |
| | 1,056 |
| | — |
| | 1,112 |
| | (322 | ) | | 2/24/2012 | | 2011 | |
| Dollar General | | Sikeston | | MO | | — |
| | 144 |
| | 819 |
| | — |
| | 963 |
| | (239 | ) | | 8/24/2012 | | 2012 | |
| Dollar General | | Springfield | | MO | | — |
| | 378 |
| | 702 |
| | — |
| | 1,080 |
| | (208 | ) | | 6/14/2012 | | 2012 | |
| Dollar General | | St. Clair | | MO | | 400 |
| | 220 |
| | 879 |
| | — |
| | 1,099 |
| | (272 | ) | | 12/30/2011 | | 1995 | |
| Dollar General | | St. James | | MO | | — |
| | 81 |
| | 244 |
| | — |
| | 325 |
| | (72 | ) | | 6/19/2012 | | 1999 | |
| Dollar General | | St. Louis | | MO | | — |
| | 372 |
| | 692 |
| | — |
| | 1,064 |
| | (202 | ) | | 8/31/2012 | | 2012 | |
| Dollar General | | St. Louis | | MO | | — |
| | 260 |
| | 606 |
| | — |
| | 866 |
| | (175 | ) | | 9/26/2012 | | 2012 | |
| Dollar General | | St. Louis | | MO | | — |
| | 215 |
| | 1,219 |
| | — |
| | 1,434 |
| | (322 | ) | | 4/30/2013 | | 1995 | |
| Dollar General | | St. Louis | | MO | | — |
| | 445 |
| | 1,039 |
| | — |
| | 1,484 |
| | (293 | ) | | 12/14/2012 | | 2012 | |
| Dollar General | | Stanberry | | MO | | 300 |
| | 111 |
| | 629 |
| | — |
| | 740 |
| | (197 | ) | | 11/22/2011 | | 2010 | |
| Dollar General | | Steele | | MO | | — |
| | 31 |
| | 598 |
| | — |
| | 629 |
| | (187 | ) | | 11/10/2011 | | 2009 | |
| Dollar General | | Strafford | | MO | | — |
| | 51 |
| | 471 |
| | — |
| | 522 |
| | (145 | ) | | 11/10/2011 | | 2009 | |
| Dollar General | | Vienna | | MO | | — |
| | 78 |
| | 704 |
| | — |
| | 782 |
| | (215 | ) | | 2/24/2012 | | 2011 | |
| Dollar General | | West Plains | | MO | | — |
| | 90 |
| | 769 |
| | — |
| | 859 |
| | (168 | ) | | 2/20/2014 | | 2014 | |
| Dollar General | | Willow Springs | | MO | | — |
| | 24 |
| | 213 |
| | (4 | ) | | 233 |
| | (63 | ) | | 6/19/2012 | | 2002 | |
| Dollar General | | Windsor | | MO | | — |
| | 86 |
| | 829 |
| | — |
| | 915 |
| | (181 | ) | | 2/20/2014 | | 2014 | |
| Dollar General | | Edwards | | MS | | 300 |
| | 75 |
| | 671 |
| | — |
| | 746 |
| | (208 | ) | | 12/30/2011 | | 2011 | |
| Dollar General | | Greenville | | MS | | 300 |
| | 82 |
| | 739 |
| | — |
| | 821 |
| | (229 | ) | | 12/30/2011 | | 2011 | |
| Dollar General | | Hickory | | MS | | — |
| | 77 |
| | 692 |
| | — |
| | 769 |
| | (203 | ) | | 7/2/2012 | | 2011 | |
| Dollar General | | Jackson | | MS | | — |
| | 198 |
| | 793 |
| | — |
| | 991 |
| | (229 | ) | | 9/27/2012 | | 2011 | |
| Dollar General | | Meridian | | MS | | — |
| | 178 |
| | 713 |
| | — |
| | 891 |
| | (206 | ) | | 9/13/2012 | | 2011 | |
| Dollar General | | Meridian | | MS | | — |
| | 40 |
| | 754 |
| | — |
| | 794 |
| | (218 | ) | | 9/13/2012 | | 2011 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Moorhead | | MS | | — |
| | 107 |
| | 606 |
| | — |
| | 713 |
| | (181 | ) | | 5/1/2012 | | 2011 |
| Dollar General | | Natchez | | MS | | — |
| | 166 |
| | 664 |
| | — |
| | 830 |
| | (197 | ) | | 6/12/2012 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | San Juan | | TX | | — |
| | 169 |
| | 956 |
| | — |
| | 1,125 |
| | (299 | ) | | 11/15/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Oakwood | | TX | | — |
| | 133 |
| | 752 |
| | — |
| | 885 |
| | (235 | ) | | 11/20/2013 | | 2013 |
| Dollar General | | Kyle | | TX | | — |
| | 101 |
| | 910 |
| | — |
| | 1,011 |
| | (282 | ) | | 12/6/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Lombard | | IL | | — |
| | 1,008 |
| | 543 |
| | — |
| | 1,551 |
| | (168 | ) | | 12/12/2013 | | 1967 |
| Dollar Tree/Family Dollar | | Markesan | | WI | | — |
| | 92 |
| | 831 |
| | — |
| | 923 |
| | (258 | ) | | 12/12/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Cincinnatus | | NY | | — |
| | 287 |
| | 862 |
| | — |
| | 1,149 |
| | (267 | ) | | 12/30/2013 | | 2013 |
| Dollar Tree/Family Dollar | | Remus | | MI | | — |
| | 49 |
| | 992 |
| | — |
| | 1,041 |
| | (322 | ) | | 1/2/2014 | | 2012 |
| Bank of America | | Merced | | CA | | — |
| | 512 |
| | 2,195 |
| | 383 |
| | 3,090 |
| | (730 | ) | | 1/8/2014 | | 1980 |
| Bank of America | | Asheville | | NC | | — |
| | 383 |
| | 195 |
| | — |
| | 578 |
| | (63 | ) | | 1/8/2014 | | 1993 |
| Bank of America | | Charlotte | | NC | | — |
| | 62 |
| | 642 |
| | — |
| | 704 |
| | (204 | ) | | 1/8/2014 | | 1983 |
| Vacant | | Grants Pass | | OR | | — |
| | 393 |
| | 2,979 |
| | (1,271 | ) | | 2,101 |
| | (15 | ) | | 1/8/2014 | | 1963 |
| Old Country Buffet | | Burbank | | CA | | — |
| | 246 |
| | 1,309 |
| | (1,093 | ) | | 462 |
| | (137 | ) | | 1/8/2014 | | 2001 |
| Home Town Buffet | | Rialto | | CA | | — |
| | 265 |
| | 1,261 |
| | (1,046 | ) | | 480 |
| | (213 | ) | | 1/8/2014 | | 1998 |
| Vacant | | San Luis Obispo | | CA | | — |
| | 195 |
| | 1,013 |
| | (844 | ) | | 364 |
| | (294 | ) | | 1/8/2014 | | 2000 |
| Home Town Buffet | | Santa Maria | | CA | | — |
| | 191 |
| | 1,006 |
| | (763 | ) | | 434 |
| | (117 | ) | | 1/8/2014 | | 2002 |
| Vacant | | Lone Tree | | CO | | — |
| | 196 |
| | 1,014 |
| | (1,070 | ) | | 140 |
| | (45 | ) | | 1/8/2014 | | 1995 |
| Home Town Buffet | | Newark | | DE | | — |
| | 177 |
| | 1,129 |
| | (739 | ) | | 567 |
| | (203 | ) | | 1/8/2014 | | 1983 |
| United Buffet and Grille | | Hagerstown | | MD | | — |
| | 244 |
| | 1,306 |
| | (1,506 | ) | | 44 |
| | (25 | ) | | 1/8/2014 | | 2001 |
| Fire Mountain Buffet | | Summerville | | SC | | — |
| | 245 |
| | 1,308 |
| | (1,241 | ) | | 312 |
| | (90 | ) | | 1/8/2014 | | 1997 |
| Home Town Buffet | | Union Gap | | WA | | — |
| | 253 |
| | 1,320 |
| | (1,223 | ) | | 350 |
| | (136 | ) | | 1/8/2014 | | 2002 |
| Fire Mountain Buffet | | Charleston | | WV | | — |
| | 243 |
| | 1,305 |
| | (1,228 | ) | | 320 |
| | (112 | ) | | 1/8/2014 | | 2000 |
| Ryan's Buffet | | Clarksburg | | WV | | — |
| | — |
| | 1,639 |
| | (1,306 | ) | | 333 |
| | (106 | ) | | 1/8/2014 | | 2001 |
| General Electric | | Longmont | | CO | | — |
| | 1,402 |
| | 15,640 |
| | 1,260 |
| | 18,302 |
| | (5,687 | ) | | 1/8/2014 | | 1993 |
| Goodyear | | Stockbridge | | GA | | — |
| | 1,222 |
| | 32,119 |
| | — |
| | 33,341 |
| | (11,514 | ) | | 1/8/2014 | | 1995 |
| Goodyear | | DeKalb | | IL | | — |
| | 4,476 |
| | 44,516 |
| | 395 |
| | 49,387 |
| | (15,948 | ) | | 1/8/2014 | | 1999 |
| Goodyear | | Lockbourne | | OH | | — |
| | 3,107 |
| | 28,868 |
| | — |
| | 31,975 |
| | (9,933 | ) | | 1/8/2014 | | 1998 |
| Goodyear | | York | | PA | | — |
| | 1,980 |
| | 53,396 |
| | 366 |
| | 55,742 |
| | (18,132 | ) | | 1/8/2014 | | 2001 |
| Goodyear | | Terrell | | TX | | — |
| | 2,516 |
| | 34,804 |
| | — |
| | 37,320 |
| | (12,449 | ) | | 1/8/2014 | | 1998 |
| Goodyear | | McDonough | | GA | | — |
| | 1,797 |
| | 21,264 |
| | — |
| | 23,061 |
| | (7,402 | ) | | 1/8/2014 | | 1995 |
| PNC Bank | | Woodbury | | NJ | | — |
| | 465 |
| | 2,633 |
| | — |
| | 3,098 |
| | (831 | ) | | 1/8/2014 | | 1971 |
| Walgreens | | Talladega | | AL | | — |
| | 377 |
| | 1,311 |
| | — |
| | 1,688 |
| | (441 | ) | | 1/8/2014 | | 1997 |
| Walgreens | | Tucker | | GA | | — |
| | 793 |
| | 1,419 |
| | — |
| | 2,212 |
| | (474 | ) | | 1/8/2014 | | 1996 |
| Walgreens | | Dover-foxcroft | | ME | | — |
| | 256 |
| | 2,659 |
| | 22 |
| | 2,937 |
| | (902 | ) | | 1/8/2014 | | 1999 |
| | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | Date Acquired | | Date of Construction |
| Walgreens | | | Fort Fairfield | | ME | | — |
| | 117 |
| | 1,821 |
| | 76 |
| | 2,014 |
| | (621 | ) | | 1/8/2014 | | 1998 |
| Walgreens | | | Fort Kent | | ME | | — |
| | 387 |
| | 2,064 |
| | — |
| | 2,451 |
| | (691 | ) | | 1/8/2014 | | 1999 |
| Dollar General | | Soso | | MS | | — |
| | 116 |
| | 658 |
| | — |
| | 774 |
| | (198 | ) | | 4/12/2012 | | 2011 | | Van Buren | | ME | | — |
| | 115 |
| | 1,720 |
| | (1,009 | ) | | 826 |
| | (57 | ) | | 1/8/2014 | | 1998 |
| Dollar General | | Stonewall | | MS | | — |
| | 116 |
| | 655 |
| | — |
| | 771 |
| | (192 | ) | | 7/2/2012 | | 2011 | |
| Dollar General | | Stringer | | MS | | — |
| | 116 |
| | 655 |
| | — |
| | 771 |
| | (193 | ) | | 7/2/2012 | | 2011 | |
| Dollar General | | Walnut Grove | | MS | | 300 |
| | 71 |
| | 641 |
| | — |
| | 712 |
| | (199 | ) | | 12/30/2011 | | 2011 | |
| Dollar General | | Edenton | | NC | | — |
| | 240 |
| | 1,025 |
| | — |
| | 1,265 |
| | (225 | ) | | 2/28/2014 | | 2013 | |
| Dollar General | | Fayetteville | | NC | | 300 |
| | 216 |
| | 647 |
| | — |
| | 863 |
| | (198 | ) | | 2/6/2012 | | 2011 | |
| Dollar General | | Hendersonville | | NC | | — |
| | 360 |
| | 1,034 |
| | — |
| | 1,394 |
| | (224 | ) | | 2/7/2014 | | 2013 | |
| Dollar General | | Hickory | | NC | | — |
| | 89 |
| | 804 |
| | — |
| | 893 |
| | (234 | ) | | 8/13/2012 | | 2012 | |
| Dollar General | | Morganton | | NC | | — |
| | 472 |
| | 1,108 |
| | — |
| | 1,580 |
| | (243 | ) | | 2/7/2014 | | 2013 | |
| Dollar General | | Ocean Isle Beach | | NC | | 400 |
| | 341 |
| | 633 |
| | — |
| | 974 |
| | (193 | ) | | 2/6/2012 | | 2011 | |
| Dollar General | | Tryon | | NC | | — |
| | 139 |
| | 789 |
| | — |
| | 928 |
| | (230 | ) | | 8/13/2012 | | 2012 | |
| Dollar General | | Vass | | NC | | 300 |
| | 226 |
| | 528 |
| | — |
| | 754 |
| | (161 | ) | | 2/6/2012 | | 2011 | |
| Dollar General | | Farmington | | NM | | — |
| | 269 |
| | 807 |
| | — |
| | 1,076 |
| | (233 | ) | | 9/6/2012 | | 2012 | |
| Dollar General | | Farmington | | NM | | — |
| | 224 |
| | 898 |
| | — |
| | 1,122 |
| | (225 | ) | | 7/11/2013 | | 2013 | |
| Dollar General | | Modena | | NY | | — |
| | 249 |
| | 996 |
| | — |
| | 1,245 |
| | (235 | ) | | 10/10/2013 | | 2012 | |
| Dollar General | | Fairfield | | OH | | — |
| | 131 |
| | 1,272 |
| | — |
| | 1,403 |
| | (262 | ) | | 2/7/2014 | | 2013 | |
| Dollar General | | Forest | | OH | | 300 |
| | 76 |
| | 681 |
| | — |
| | 757 |
| | (214 | ) | | 10/31/2011 | | 2010 | |
| Dollar General | | Gratis | | OH | | — |
| | 161 |
| | 1,042 |
| | — |
| | 1,203 |
| | (229 | ) | | 2/18/2014 | | 2013 | |
| Dollar General | | Greenfield | | OH | | 400 |
| | 110 |
| | 986 |
| | — |
| | 1,096 |
| | (301 | ) | | 2/23/2012 | | 2011 | |
| Dollar General | | Hicksville | | OH | | — |
| | 156 |
| | 1,490 |
| | — |
| | 1,646 |
| | (309 | ) | | 2/7/2014 | | 2012 | |
| Dollar General | | Loudonville | | OH | | — |
| | 236 |
| | 945 |
| | — |
| | 1,181 |
| | (280 | ) | | 6/6/2012 | | 2012 | |
| Dollar General | | Lowell | | OH | | — |
| | 157 |
| | 1,114 |
| | — |
| | 1,271 |
| | (232 | ) | | 2/7/2014 | | 2012 | |
| Dollar General | | Lucasville | | OH | | — |
| | 223 |
| | 893 |
| | — |
| | 1,116 |
| | (267 | ) | | 5/16/2012 | | 2012 | |
| Dollar General | | New Charlisle | | OH | | — |
| | 215 |
| | 860 |
| | — |
| | 1,075 |
| | (253 | ) | | 7/10/2012 | | 2012 | |
| Dollar General | | New Matamoras | | OH | | 300 |
| | 123 |
| | 696 |
| | — |
| | 819 |
| | (219 | ) | | 10/31/2011 | | 2010 | |
| Dollar General | | Payne | | OH | | 300 |
| | 81 |
| | 729 |
| | — |
| | 810 |
| | (230 | ) | | 10/31/2011 | | 2010 | |
| Dollar General | | Pemberville | | OH | | — |
| | 146 |
| | 1,059 |
| | — |
| | 1,205 |
| | (224 | ) | | 2/7/2014 | | 2012 | |
| Dollar General | | Pleasant City | | OH | | 300 |
| | 131 |
| | 740 |
| | — |
| | 871 |
| | (233 | ) | | 10/31/2011 | | 2010 | |
| Dollar General | | Powhatan Point | | OH | | — |
| | 138 |
| | 784 |
| | — |
| | 922 |
| | (196 | ) | | 7/2/2013 | | 2014 | |
| Dollar General | | Sandusky | | OH | | — |
| | 210 |
| | 1,700 |
| | — |
| | 1,910 |
| | (353 | ) | | 2/7/2014 | | 2012 | |
| Dollar General | | Toledo | | OH | | — |
| | 252 |
| | 1,149 |
| | — |
| | 1,401 |
| | (241 | ) | | 2/7/2014 | | 2012 | |
| Dollar General | | Wheelersburg | | OH | | — |
| | 395 |
| | 1,132 |
| | — |
| | 1,527 |
| | (247 | ) | | 2/25/2014 | | 1925 | |
| Walgreens | | | Burlington | | NC | | — |
| | 973 |
| | 2,726 |
| | (2,123 | ) | | 1,576 |
| | (35 | ) | | 1/8/2014 | | 2000 |
| Rite Aid | | | Bristol | | NH | | — |
| | 395 |
| | 1,461 |
| | 53 |
| | 1,909 |
| | (498 | ) | | 1/8/2014 | | 1997 |
| Rite Aid | | | Winchester | | NH | | — |
| | 343 |
| | 1,868 |
| | — |
| | 2,211 |
| | (632 | ) | | 1/8/2014 | | 1998 |
| Rite Aid | | | Meadville | | PA | | — |
| | 193 |
| | 2,521 |
| | — |
| | 2,714 |
| | (836 | ) | | 1/8/2014 | | 1999 |
| Popeyes | | | Carol City | | FL | | — |
| | 423 |
| | 1,090 |
| | — |
| | 1,513 |
| | (341 | ) | | 1/8/2014 | | 1979 |
| Popeyes | | | Pensacola | | FL | | — |
| | 301 |
| | 673 |
| | — |
| | 974 |
| | (211 | ) | | 1/8/2014 | | 2001 |
| Popeyes | | | Tampa | | FL | | — |
| | 216 |
| | 508 |
| | — |
| | 724 |
| | (160 | ) | | 1/8/2014 | | 1981 |
| Popeyes | | | Grenada | | MS | | — |
| | 77 |
| | 458 |
| | — |
| | 535 |
| | (144 | ) | | 1/8/2014 | | 2007 |
| Sovereign Bank | | | Linden | | NJ | | — |
| | 601 |
| | 2,329 |
| | — |
| | 2,930 |
| | (721 | ) | | 1/8/2014 | | 1945 |
| Sovereign Bank | | | Kennett Square | | PA | | — |
| | 837 |
| | 2,412 |
| | — |
| | 3,249 |
| | (741 | ) | | 1/8/2014 | | 1963 |
| State of Colorado | | | Longmont | | CO | | — |
| | 1,150 |
| | 9,067 |
| | 6,023 |
| | 16,240 |
| | (4,235 | ) | | 1/8/2014 | | 1988 |
| US Bank | | | Garfield Height | | OH | | — |
| | 165 |
| | 1,016 |
| | — |
| | 1,181 |
| | (332 | ) | | 1/8/2014 | | 1958 |
| Vacant | | | Bristol | | PA | | — |
| | 114 |
| | 81 |
| | 118 |
| | 313 |
| | (40 | ) | | 1/8/2014 | | 1818 |
| United Way | | | Lebanon | | PA | | — |
| | 80 |
| | 435 |
| | 89 |
| | 604 |
| | (146 | ) | | 1/8/2014 | | 1995 |
| Walgreens | | | Tulsa | | OK | | — |
| | 1,147 |
| | 2,904 |
| | — |
| | 4,051 |
| | (869 | ) | | 2/7/2014 | | 2001 |
| Sam's Club | | | Hoover | | AL | | — |
| | 2,253 |
| | 9,606 |
| | — |
| | 11,859 |
| | (2,573 | ) | | 2/7/2014 | | 1989 |
| Home Depot | | | Las Vegas | | NV | | — |
| | 7,907 |
| | — |
| | — |
| | 7,907 |
| | — |
| | 2/7/2014 | | 1998 |
| Home Depot | | | Odessa | | TX | | — |
| | 1,599 |
| | — |
| | — |
| | 1,599 |
| | — |
| | 2/7/2014 | | 1998 |
| Home Depot | | | San Diego | | CA | | — |
| | 12,518 |
| | — |
| | — |
| | 12,518 |
| | — |
| | 2/7/2014 | | 1998 |
| Lowe's | | | Las Vegas | | NV | | — |
| | 11,499 |
| | — |
| | — |
| | 11,499 |
| | — |
| | 2/7/2014 | | 2002 |
| Wal-Mart | | | Albuquerque | | NM | | — |
| | 10,991 |
| | — |
| | — |
| | 10,991 |
| | — |
| | 2/7/2014 | | 2008 |
| Wal-Mart | | | Las Vegas | | NV | | — |
| | 17,038 |
| | — |
| | — |
| | 17,038 |
| | — |
| | 2/7/2014 | | 2001 |
| Academy Sports + Outdoors | | | Bossier City | | LA | | — |
| | 2,906 |
| | 6,555 |
| | — |
| | 9,461 |
| | (1,904 | ) | | 2/7/2014 | | 2008 |
| Academy Sports + Outdoors | | | Laredo | | TX | | — |
| | 2,782 |
| | 8,111 |
| | — |
| | 10,893 |
| | (2,110 | ) | | 2/7/2014 | | 2008 |
| LA Fitness | | | Carmel | | IN | | — |
| | 1,457 |
| | 9,562 |
| | — |
| | 11,019 |
| | (2,788 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | | Oxford | | AL | | — |
| | 278 |
| | 748 |
| | — |
| | 1,026 |
| | (211 | ) | | 2/7/2014 | | 1989 |
| Aaron's | | | Indianapolis | | IN | | — |
| | 235 |
| | 1,071 |
| | — |
| | 1,306 |
| | (299 | ) | | 2/7/2014 | | 1998 |
| Aaron's | | | Minden | | LA | | — |
| | 323 |
| | 1,043 |
| | — |
| | 1,366 |
| | (351 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | | Shawnee | | OK | | — |
| | 303 |
| | 1,135 |
| | — |
| | 1,438 |
| | (343 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | | Meadville | | PA | | — |
| | 237 |
| | 1,224 |
| | — |
| | 1,461 |
| | (362 | ) | | 2/7/2014 | | 1994 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Broken Bow | | OK | | — |
| | 331 |
| | 1,325 |
| | — |
| | 1,656 |
| | (242 | ) | | 5/19/2014 | | 2012 |
| Dollar General | | Calera | | OK | | — |
| | 136 |
| | 770 |
| | — |
| | 906 |
| | (224 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Commerce | | OK | | — |
| | 38 |
| | 341 |
| | (6 | ) | | 373 |
| | (106 | ) | | 11/10/2011 | | 2006 |
| Dollar General | | Hartshorne | | OK | | — |
| | 100 |
| | 898 |
| | — |
| | 998 |
| | (262 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Lexington | | OK | | — |
| | 85 |
| | 761 |
| | — |
| | 846 |
| | (222 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Maud | | OK | | — |
| | 76 |
| | 688 |
| | — |
| | 764 |
| | (200 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Maysville | | OK | | — |
| | 41 |
| | 785 |
| | — |
| | 826 |
| | (229 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Ponca City | | OK | | — |
| | 145 |
| | 1,161 |
| | — |
| | 1,306 |
| | (240 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Rush Spring | | OK | | — |
| | 87 |
| | 779 |
| | — |
| | 866 |
| | (227 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Sand Springs | | OK | | — |
| | 143 |
| | 811 |
| | — |
| | 954 |
| | (196 | ) | | 9/3/2013 | | 2013 |
| Dollar General | | Sand Springs | | OK | | — |
| | 43 |
| | 819 |
| | — |
| | 862 |
| | (197 | ) | | 9/3/2013 | | 2013 |
| Dollar General | | Sand Springs | | OK | | — |
| | 198 |
| | 791 |
| | — |
| | 989 |
| | (191 | ) | | 9/3/2013 | | 2012 |
| Dollar General | | Tahlequah | | OK | | — |
| | 123 |
| | 1,101 |
| | — |
| | 1,224 |
| | (227 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Wagoner | | OK | | — |
| | 31 |
| | 1,076 |
| | — |
| | 1,107 |
| | (223 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Pleasantville | | PA | | — |
| | 163 |
| | 941 |
| | — |
| | 1,104 |
| | (201 | ) | | 3/24/2014 | | 2013 |
| Dollar General | | Sykesville | | PA | | — |
| | 68 |
| | 1,075 |
| | — |
| | 1,143 |
| | (229 | ) | | 3/24/2014 | | 2013 |
| Dollar General | | Wattsburg | | PA | | — |
| | 96 |
| | 1,031 |
| | — |
| | 1,127 |
| | (220 | ) | | 3/24/2014 | | 2014 |
| Dollar General | | Holly Hill | | SC | | 1,983 |
| | 259 |
| | 2,333 |
| | — |
| | 2,592 |
| | (628 | ) | | 3/6/2013 | | 2013 |
| Dollar General | | West Union | | SC | | — |
| | 46 |
| | 868 |
| | — |
| | 914 |
| | (217 | ) | | 7/3/2013 | | 2011 |
| Dollar General | | Doyle | | TN | | — |
| | 75 |
| | 679 |
| | — |
| | 754 |
| | (198 | ) | | 8/22/2012 | | 2012 |
| Dollar General | | Manchester | | TN | | — |
| | 114 |
| | 646 |
| | — |
| | 760 |
| | (190 | ) | | 7/26/2012 | | 2012 |
| Dollar General | | Mcminnville | | TN | | — |
| | 120 |
| | 679 |
| | — |
| | 799 |
| | (199 | ) | | 7/12/2012 | | 2012 |
| Dollar General | | Pleasant Hill | | TN | | 300 |
| | 39 |
| | 747 |
| | — |
| | 786 |
| | (232 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Adkins | | TX | | — |
| | 157 |
| | 889 |
| | — |
| | 1,046 |
| | (251 | ) | | 12/31/2012 | | 2012 |
| Dollar General | | Amarillo | | TX | | — |
| | 97 |
| | 877 |
| | — |
| | 974 |
| | (215 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | Amarillo | | TX | | — |
| | 153 |
| | 866 |
| | — |
| | 1,019 |
| | (213 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | Amarillo | | TX | | — |
| | 198 |
| | 794 |
| | — |
| | 992 |
| | (199 | ) | | 7/11/2013 | | 2013 |
| Dollar General | | Avinger | | TX | | — |
| | 44 |
| | 830 |
| | — |
| | 874 |
| | (204 | ) | | 8/8/2013 | | 2013 |
| Dollar General | | Beeville | | TX | | — |
| | 90 |
| | 810 |
| | — |
| | 900 |
| | (230 | ) | | 11/19/2012 | | 2012 |
| Dollar General | | Belton | | TX | | — |
| | 89 |
| | 804 |
| | — |
| | 893 |
| | (220 | ) | | 2/28/2013 | | 2013 |
| Dollar General | | Belton | | TX | | — |
| | 145 |
| | 821 |
| | — |
| | 966 |
| | (237 | ) | | 9/13/2012 | | 2012 |
| Dollar General | | Blessing | | TX | | — |
| | 83 |
| | 745 |
| | — |
| | 828 |
| | (210 | ) | | 12/18/2012 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Aaron's | | Humble | | TX | | — |
| | 548 |
| | 1,146 |
| | — |
| | 1,694 |
| | (334 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Mexia | | TX | | — |
| | 126 |
| | 1,186 |
| | — |
| | 1,312 |
| | (341 | ) | | 2/7/2014 | | 2007 |
| Aaron's | | Odessa | | TX | | — |
| | 99 |
| | 768 |
| | — |
| | 867 |
| | (227 | ) | | 2/7/2014 | | 2006 |
| Gildan | | North Charleston | | SC | | — |
| | 2,193 |
| | 4,636 |
| | — |
| | 6,829 |
| | (1,422 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Statesboro | | GA | | — |
| | 351 |
| | 1,163 |
| | — |
| | 1,514 |
| | (340 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Mansura | | LA | | — |
| | 81 |
| | 497 |
| | — |
| | 578 |
| | (160 | ) | | 2/7/2014 | | 2000 |
| Aaron's | | Battle Creek | | MI | | — |
| | 286 |
| | 843 |
| | — |
| | 1,129 |
| | (244 | ) | | 2/7/2014 | | 1995 |
| Aaron's | | Columbia | | SC | | — |
| | 576 |
| | 1,010 |
| | (41 | ) | | 1,545 |
| | (289 | ) | | 2/7/2014 | | 1977 |
| Aaron's | | Chattanooga | | TN | | — |
| | 480 |
| | 1,075 |
| | — |
| | 1,555 |
| | (283 | ) | | 2/7/2014 | | 1989 |
| Aaron's | | Killeen | | TX | | — |
| | 815 |
| | 3,244 |
| | — |
| | 4,059 |
| | (925 | ) | | 2/7/2014 | | 1981 |
| Aaron's | | Livingston | | TX | | — |
| | 173 |
| | 1,498 |
| | — |
| | 1,671 |
| | (427 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Pasadena | | TX | | — |
| | 444 |
| | 1,231 |
| | — |
| | 1,675 |
| | (358 | ) | | 2/7/2014 | | 2009 |
| Aaron's | | El Dorado | | AR | | — |
| | 238 |
| | 743 |
| | — |
| | 981 |
| | (232 | ) | | 2/7/2014 | | 2000 |
| Aaron's | | Pensacola | | FL | | — |
| | 159 |
| | 924 |
| | — |
| | 1,083 |
| | (263 | ) | | 2/7/2014 | | 1979 |
| Aaron's | | Benton Harbor | | MI | | — |
| | 217 |
| | 924 |
| | — |
| | 1,141 |
| | (270 | ) | | 2/7/2014 | | 1997 |
| Aaron's | | Copperas Cove | | TX | | — |
| | 423 |
| | 1,341 |
| | — |
| | 1,764 |
| | (383 | ) | | 2/7/2014 | | 2007 |
| Aaron's | | Haltom City | | TX | | — |
| | 858 |
| | 1,024 |
| | — |
| | 1,882 |
| | (320 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Port Lavaca | | TX | | — |
| | 160 |
| | 1,274 |
| | — |
| | 1,434 |
| | (368 | ) | | 2/7/2014 | | 2007 |
| Aaron's | | Texas City | | TX | | — |
| | 275 |
| | 2,156 |
| | — |
| | 2,431 |
| | (613 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Richmond | | VA | | — |
| | 508 |
| | 1,435 |
| | — |
| | 1,943 |
| | (465 | ) | | 2/7/2014 | | 1988 |
| Academy Sports + Outdoors | | Montgomery | | AL | | — |
| | 1,869 |
| | 6,385 |
| | — |
| | 8,254 |
| | (1,984 | ) | | 2/7/2014 | | 2009 |
| Academy Sports + Outdoors | | Fort Worth | | TX | | — |
| | 2,072 |
| | 8,329 |
| | — |
| | 10,401 |
| | (2,105 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Edmond | | OK | | — |
| | 697 |
| | 4,287 |
| | 1 |
| | 4,985 |
| | (1,287 | ) | | 2/7/2014 | | 2000 |
| Walgreens | | Stillwater | | OK | | — |
| | 368 |
| | 4,368 |
| | 87 |
| | 4,823 |
| | (1,315 | ) | | 2/7/2014 | | 2000 |
| Cracker Barrel | | Columbus | | GA | | — |
| | 912 |
| | 3,153 |
| | — |
| | 4,065 |
| | (983 | ) | | 2/7/2014 | | 2003 |
| Cracker Barrel | | Greensboro | | NC | | — |
| | 1,632 |
| | 2,495 |
| | — |
| | 4,127 |
| | (808 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | Rocky Mount | | NC | | — |
| | 1,274 |
| | 2,334 |
| | — |
| | 3,608 |
| | (776 | ) | | 2/7/2014 | | 2006 |
| Cracker Barrel | | Fort Mill | | SC | | — |
| | 1,301 |
| | 2,721 |
| | — |
| | 4,022 |
| | (890 | ) | | 2/7/2014 | | 2006 |
| Cracker Barrel | | Piedmont | | SC | | — |
| | 1,630 |
| | 2,927 |
| | — |
| | 4,557 |
| | (954 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | Abilene | | TX | | — |
| | 1,374 |
| | 2,933 |
| | — |
| | 4,307 |
| | (956 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | San Antonio | | TX | | — |
| | 1,725 |
| | 3,005 |
| | — |
| | 4,730 |
| | (922 | ) | | 2/7/2014 | | 2005 |
| Cracker Barrel | | Sherman | | TX | | — |
| | 557 |
| | 3,744 |
| | — |
| | 4,301 |
| | (1,168 | ) | | 2/7/2014 | | 2007 |
| Cracker Barrel | | Bristol | | VA | | — |
| | 1,241 |
| | 1,703 |
| | — |
| | 2,944 |
| | (671 | ) | | 2/7/2014 | | 2006 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Boling | | TX | | — |
| | 92 |
| | 831 |
| | — |
| | 923 |
| | (204 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | Brookeland | | TX | | — |
| | 93 |
| | 840 |
| | — |
| | 933 |
| | (207 | ) | | 8/15/2013 | | 2013 |
| Dollar General | | Bryan | | TX | | — |
| | 148 |
| | 840 |
| | — |
| | 988 |
| | (243 | ) | | 9/14/2012 | | 2012 |
| Dollar General | | Bryan | | TX | | — |
| | 193 |
| | 772 |
| | — |
| | 965 |
| | (223 | ) | | 9/14/2012 | | 2012 |
| Dollar General | | Bryan | | TX | | — |
| | 185 |
| | 740 |
| | — |
| | 925 |
| | (216 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Buchanan Dam | | TX | | — |
| | 145 |
| | 820 |
| | — |
| | 965 |
| | (237 | ) | | 9/28/2012 | | 2012 |
| Dollar General | | Canyon Lake | | TX | | — |
| | 149 |
| | 843 |
| | — |
| | 992 |
| | (242 | ) | | 10/12/2012 | | 2012 |
| Dollar General | | Cedar Creek | | TX | | — |
| | 291 |
| | 680 |
| | — |
| | 971 |
| | (193 | ) | | 11/16/2012 | | 2012 |
| Dollar General | | Como | | TX | | — |
| | 76 |
| | 683 |
| | — |
| | 759 |
| | (205 | ) | | 4/20/2012 | | 2012 |
| Dollar General | | Corpus Christi | | TX | | — |
| | 270 |
| | 809 |
| | — |
| | 1,079 |
| | (228 | ) | | 12/26/2012 | | 2012 |
| Dollar General | | Diana | | TX | | — |
| | 186 |
| | 743 |
| | — |
| | 929 |
| | (183 | ) | | 8/27/2013 | | 2013 |
| Dollar General | | Donna | | TX | | — |
| | 136 |
| | 768 |
| | — |
| | 904 |
| | (222 | ) | | 9/11/2012 | | 2012 |
| Dollar General | | Donna | | TX | | — |
| | 200 |
| | 799 |
| | — |
| | 999 |
| | (229 | ) | | 10/12/2012 | | 2012 |
| Dollar General | | Donna | | TX | | — |
| | 145 |
| | 820 |
| | — |
| | 965 |
| | (228 | ) | | 1/31/2013 | | 2012 |
| Dollar General | | Edinburg | | TX | | — |
| | 136 |
| | 769 |
| | — |
| | 905 |
| | (222 | ) | | 9/7/2012 | | 2012 |
| Dollar General | | Edinburg | | TX | | — |
| | 102 |
| | 914 |
| | — |
| | 1,016 |
| | (229 | ) | | 7/16/2013 | | 2013 |
| Dollar General | | Elmendorf | | TX | | — |
| | 94 |
| | 847 |
| | — |
| | 941 |
| | (243 | ) | | 10/23/2012 | | 2012 |
| Dollar General | | Ganado | | TX | | — |
| | 95 |
| | 857 |
| | — |
| | 952 |
| | (211 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | Gladewater | | TX | | — |
| | 184 |
| | 736 |
| | — |
| | 920 |
| | (214 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | Gordonville | | TX | | — |
| | 38 |
| | 717 |
| | — |
| | 755 |
| | (216 | ) | | 4/20/2012 | | 2012 |
| Dollar General | | Kyle | | TX | | — |
| | 132 |
| | 747 |
| | — |
| | 879 |
| | (216 | ) | | 9/26/2012 | | 2012 |
| Dollar General | | Kyle | | TX | | — |
| | 101 |
| | 910 |
| | — |
| | 1,011 |
| | (207 | ) | | 12/6/2013 | | 2013 |
| Dollar General | | La Marque | | TX | | — |
| | 102 |
| | 917 |
| | — |
| | 1,019 |
| | (267 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Lacy Lakeview | | TX | | — |
| | 146 |
| | 826 |
| | — |
| | 972 |
| | (235 | ) | | 11/16/2012 | | 2012 |
| Dollar General | | Laredo | | TX | | — |
| | 253 |
| | 758 |
| | — |
| | 1,011 |
| | (223 | ) | | 7/31/2012 | | 2012 |
| Dollar General | | Littleriver Acdmy | | TX | | — |
| | 122 |
| | 693 |
| | — |
| | 815 |
| | (209 | ) | | 4/27/2012 | | 2012 |
| Dollar General | | Lubbock | | TX | | — |
| | 267 |
| | 801 |
| | — |
| | 1,068 |
| | (233 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Lubbock | | TX | | — |
| | 199 |
| | 796 |
| | — |
| | 995 |
| | (196 | ) | | 8/28/2013 | | 2013 |
| Dollar General | | Lubbock | | TX | | — |
| | 148 |
| | 841 |
| | — |
| | 989 |
| | (219 | ) | | 5/16/2013 | | 2013 |
| Dollar General | | Lubbock | | TX | | — |
| | 41 |
| | 825 |
| | — |
| | 866 |
| | (180 | ) | | 2/20/2014 | | 2014 |
| Dollar General | | Lyford | | TX | | 300 |
| | 80 |
| | 724 |
| | — |
| | 804 |
| | (225 | ) | | 12/30/2011 | | 2010 |
| Dollar General | | Lytle | | TX | | — |
| | 243 |
| | 971 |
| | — |
| | 1,214 |
| | (230 | ) | | 10/30/2013 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Cracker Barrel | | Waynesboro | | VA | | — |
| | 1,536 |
| | 1,489 |
| | — |
| | 3,025 |
| | (703 | ) | | 2/7/2014 | | 2004 |
| Kohl's | | Tavares | | FL | | — |
| | 4,173 |
| | — |
| | — |
| | 4,173 |
| | — |
| | 2/7/2014 | | 2008 |
| Tractor Supply | | Roswell | | NM | | — |
| | 947 |
| | 2,181 |
| | — |
| | 3,128 |
| | (544 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Edinburg | | TX | | — |
| | 768 |
| | 3,163 |
| | — |
| | 3,931 |
| | (735 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Del Rio | | TX | | — |
| | 927 |
| | 2,044 |
| | — |
| | 2,971 |
| | (493 | ) | | 2/7/2014 | | 2009 |
| Harris Teeter | | Durham | | NC | | — |
| | 3,239 |
| | — |
| | — |
| | 3,239 |
| | — |
| | 2/7/2014 | | 2009 |
| Kohl's | | Monrovia | | CA | | — |
| | 8,052 |
| | 7,891 |
| | — |
| | 15,943 |
| | (2,175 | ) | | 2/7/2014 | | 1982 |
| CVS | | Edinburg | | TX | | — |
| | 1,179 |
| | 3,060 |
| | — |
| | 4,239 |
| | (958 | ) | | 2/7/2014 | | 2008 |
| Best Buy | | Bourbonnais | | IL | | — |
| | 1,724 |
| | 5,156 |
| | — |
| | 6,880 |
| | (1,747 | ) | | 2/7/2014 | | 1991 |
| LA Fitness | | Glendale | | AZ | | 3,001 |
| | 2,177 |
| | 7,568 |
| | 20 |
| | 9,765 |
| | (2,417 | ) | | 2/7/2014 | | 2005 |
| Best Buy | | Coral Springs | | FL | | — |
| | 2,715 |
| | 4,843 |
| | — |
| | 7,558 |
| | (1,633 | ) | | 2/7/2014 | | 1993 |
| CVS | | Sparks | | NV | | — |
| | 486 |
| | 5,894 |
| | — |
| | 6,380 |
| | (1,786 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Spearfish | | SD | | — |
| | 1,116 |
| | 4,158 |
| | — |
| | 5,274 |
| | (1,252 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | St. John | | IN | | — |
| | 1,715 |
| | 3,397 |
| | — |
| | 5,112 |
| | (868 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Irmo | | SC | | — |
| | 725 |
| | 2,171 |
| | 62 |
| | 2,958 |
| | (551 | ) | | 2/7/2014 | | 2009 |
| Home Depot | | Tucson | | AZ | | — |
| | 6,251 |
| | — |
| | — |
| | 6,251 |
| | — |
| | 2/7/2014 | | 2005 |
| Advance Auto Parts | | Webster | | TX | | — |
| | 385 |
| | 1,452 |
| | — |
| | 1,837 |
| | (387 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Houston | | TX | | — |
| | 285 |
| | 1,405 |
| | (8 | ) | | 1,682 |
| | (376 | ) | | 2/7/2014 | | 2006 |
| Advance Auto Parts | | Humble | | TX | | — |
| | 420 |
| | 1,404 |
| | — |
| | 1,824 |
| | (376 | ) | | 2/7/2014 | | 2007 |
| Publix | | Birmingham | | AL | | — |
| | 934 |
| | 6,377 |
| | 165 |
| | 7,476 |
| | (1,877 | ) | | 2/7/2014 | | 2004 |
| Advance Auto Parts | | Deer Park | | TX | | — |
| | 295 |
| | 1,507 |
| | — |
| | 1,802 |
| | (401 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Houston | | TX | | — |
| | 225 |
| | 1,293 |
| | — |
| | 1,518 |
| | (346 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Houston | | TX | | — |
| | 189 |
| | 1,666 |
| | — |
| | 1,855 |
| | (442 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Kingwood | | TX | | — |
| | 419 |
| | 1,392 |
| | — |
| | 1,811 |
| | (373 | ) | | 2/7/2014 | | 2009 |
| Lowe's | | Kansas CIty | | MO | | — |
| | 3,729 |
| | — |
| | — |
| | 3,729 |
| | — |
| | 2/7/2014 | | 2009 |
| LA Fitness | | Spring | | TX | | — |
| | 1,970 |
| | 9,290 |
| | — |
| | 11,260 |
| | (2,652 | ) | | 2/7/2014 | | 2006 |
| Kohl's | | Columbia | | SC | | — |
| | 1,532 |
| | 14,561 |
| | — |
| | 16,093 |
| | (3,432 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Lubbock | | TX | | — |
| | 265 |
| | 1,259 |
| | — |
| | 1,524 |
| | (341 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Huntsville | | TX | | — |
| | 327 |
| | 1,278 |
| | — |
| | 1,605 |
| | (342 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Twin Falls | | ID | | 2,286 |
| | 1,156 |
| | 3,896 |
| | — |
| | 5,052 |
| | (1,201 | ) | | 2/7/2014 | | 2009 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| CVS | | Meridianville | | AL | | 1,870 |
| | 1,045 |
| | 3,057 |
| | — |
| | 4,102 |
| | (988 | ) | | 2/7/2014 | | 2008 |
| O'Reilly Auto Parts | | New Roads | | LA | | — |
| | 175 |
| | 737 |
| | — |
| | 912 |
| | (221 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Sicklerville | | NJ | | — |
| | 1,931 |
| | 4,302 |
| | — |
| | 6,233 |
| | (1,027 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | South Bend | | IN | | 2,932 |
| | 1,240 |
| | 5,014 |
| | 1 |
| | 6,255 |
| | (1,530 | ) | | 2/7/2014 | | 2006 |
| Kum & Go | | Tipton | | IA | | — |
| | 507 |
| | 1,945 |
| | — |
| | 2,452 |
| | (702 | ) | | 2/7/2014 | | 2008 |
| Kum & Go | | Story City | | IA | | — |
| | 223 |
| | 2,089 |
| | — |
| | 2,312 |
| | (632 | ) | | 2/7/2014 | | 2006 |
| Walgreens | | St. Charles | | IL | | 1,905 |
| | 1,472 |
| | 3,262 |
| | — |
| | 4,734 |
| | (957 | ) | | 2/7/2014 | | 2002 |
| Walgreens | | South Elgin | | IL | | 2,124 |
| | 1,710 |
| | 3,208 |
| | — |
| | 4,918 |
| | (980 | ) | | 2/7/2014 | | 2002 |
| FedEx | | Effingham | | IL | | 6,607 |
| | 1,875 |
| | 14,827 |
| | 34 |
| | 16,736 |
| | (3,896 | ) | | 2/7/2014 | | 2008 |
| LA Fitness | | Highland | | CA | | 4,411 |
| | 2,274 |
| | 8,673 |
| | — |
| | 10,947 |
| | (2,772 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Framingham | | MA | | 2,863 |
| | 2,103 |
| | 4,770 |
| | — |
| | 6,873 |
| | (1,393 | ) | | 2/7/2014 | | 2007 |
| Walgreens | | Appleton | | WI | | 1,764 |
| | 975 |
| | 3,047 |
| | — |
| | 4,022 |
| | (919 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Appleton | | WI | | 2,572 |
| | 1,198 |
| | 4,344 |
| | — |
| | 5,542 |
| | (1,315 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Durham | | NC | | 2,871 |
| | 1,441 |
| | 3,581 |
| | — |
| | 5,022 |
| | (1,178 | ) | | 2/7/2014 | | 2010 |
| Walgreens | | Fort Mill | | SC | | — |
| | 1,300 |
| | 2,760 |
| | (233 | ) | | 3,827 |
| | (917 | ) | | 2/7/2014 | | 2010 |
| Walgreens | | Winterville | | NC | | 2,844 |
| | 578 |
| | 5,322 |
| | — |
| | 5,900 |
| | (1,664 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Lancaster | | SC | | 2,797 |
| | 1,941 |
| | 3,526 |
| | — |
| | 5,467 |
| | (1,183 | ) | | 2/7/2014 | | 2009 |
| Kum & Go | | West Branch | | IA | | — |
| | 219 |
| | 1,089 |
| | — |
| | 1,308 |
| | (329 | ) | | 2/7/2014 | | 1997 |
| Walgreens | | Cleveland | | OH | | 2,530 |
| | 743 |
| | 4,757 |
| | — |
| | 5,500 |
| | (1,457 | ) | | 2/7/2014 | | 2008 |
| O'Reilly Auto Parts | | Breaux Bridge | | LA | | — |
| | 139 |
| | 738 |
| | — |
| | 877 |
| | (220 | ) | | 2/7/2014 | | 2009 |
| Cigna | | Plano | | TX | | — |
| | 10,036 |
| | 42,676 |
| | — |
| | 52,712 |
| | (11,617 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Baytown | | TX | | 2,327 |
| | 953 |
| | 4,298 |
| | 1 |
| | 5,252 |
| | (1,263 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Omaha | | NE | | 2,421 |
| | 1,316 |
| | 4,122 |
| | — |
| | 5,438 |
| | (1,252 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | North Platte | | NE | | — |
| | 935 |
| | 4,291 |
| | 1 |
| | 5,227 |
| | (1,317 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Kingman | | AZ | | 2,817 |
| | 669 |
| | 5,726 |
| | — |
| | 6,395 |
| | (1,699 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Augusta | | ME | | 2,967 |
| | 1,648 |
| | 5,146 |
| | — |
| | 6,794 |
| | (1,589 | ) | | 2/7/2014 | | 2007 |
| Cargill | | Blair | | NE | | 2,364 |
| | 627 |
| | 4,989 |
| | — |
| | 5,616 |
| | (1,232 | ) | | 2/7/2014 | | 2009 |
| LA Fitness | | Denton | | TX | | 3,716 |
| | 1,888 |
| | 9,568 |
| | (6 | ) | | 11,450 |
| | (2,740 | ) | | 2/7/2014 | | 2009 |
| O'Reilly Auto Parts | | La Place | | LA | | — |
| | 342 |
| | 819 |
| | — |
| | 1,161 |
| | (241 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | North Mankato | | MN | | 2,378 |
| | 1,748 |
| | 3,604 |
| | — |
| | 5,352 |
| | (1,095 | ) | | 2/7/2014 | | 2008 |
| Kohl's | | McAllen | | TX | | 3,375 |
| | 1,286 |
| | 7,321 |
| | — |
| | 8,607 |
| | (1,872 | ) | | 2/7/2014 | | 2005 |
| Austin Custom Winery | | Sunset Valley | | TX | | 16,393 |
| | 14,283 |
| | 28,351 |
| | 3,071 |
| | 45,705 |
| | (7,854 | ) | | 2/7/2014 | | 2007 |
| Aaron's | | Valley | | AL | | — |
| | 141 |
| | 827 |
| | — |
| | 968 |
| | (236 | ) | | 2/7/2014 | | 2009 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Mercedes | | TX | | — |
| | 215 |
| | 859 |
| | — |
| | 1,074 |
| | (211 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | Mission | | TX | | — |
| | 158 |
| | 894 |
| | — |
| | 1,052 |
| | (241 | ) | | 3/27/2013 | | 2013 |
| Dollar General | | Moody | | TX | | — |
| | 41 |
| | 781 |
| | — |
| | 822 |
| | (199 | ) | | 6/11/2013 | | 2013 |
| Dollar General | | Mount Pleasant | | TX | | — |
| | 214 |
| | 858 |
| | — |
| | 1,072 |
| | (250 | ) | | 8/31/2012 | | 2009 |
| Dollar General | | New Braunfels | | TX | | — |
| | 205 |
| | 818 |
| | — |
| | 1,023 |
| | (238 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | New Braunfels | | TX | | — |
| | 95 |
| | 855 |
| | — |
| | 950 |
| | (234 | ) | | 2/14/2013 | | 2013 |
| Dollar General | | New Braunfels | | TX | | — |
| | 156 |
| | 883 |
| | — |
| | 1,039 |
| | (209 | ) | | 10/30/2013 | | 2013 |
| Dollar General | | Orange | | TX | | — |
| | 277 |
| | 1,150 |
| | — |
| | 1,427 |
| | (230 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Poteet | | TX | | 400 |
| | 96 |
| | 864 |
| | — |
| | 960 |
| | (272 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Presidio | | TX | | — |
| | 72 |
| | 1,370 |
| | — |
| | 1,442 |
| | (369 | ) | | 3/28/2013 | | 2013 |
| Dollar General | | Progreso | | TX | | 400 |
| | 169 |
| | 957 |
| | — |
| | 1,126 |
| | (301 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Rio Grande City | | TX | | 300 |
| | 137 |
| | 779 |
| | — |
| | 916 |
| | (245 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | Rio Grande City | | TX | | — |
| | 163 |
| | 652 |
| | — |
| | 815 |
| | (199 | ) | | 2/1/2012 | | 2011 |
| Dollar General | | Roma | | TX | | 500 |
| | 253 |
| | 1,010 |
| | — |
| | 1,263 |
| | (318 | ) | | 10/31/2011 | | 2010 |
| Dollar General | | San Antonio | | TX | | — |
| | 252 |
| | 756 |
| | — |
| | 1,008 |
| | (217 | ) | | 10/22/2012 | | 2012 |
| Dollar General | | San Antonio | | TX | | — |
| | 222 |
| | 888 |
| | — |
| | 1,110 |
| | (255 | ) | | 10/22/2012 | | 2012 |
| Dollar General | | San Antonio | | TX | | — |
| | 163 |
| | 926 |
| | — |
| | 1,089 |
| | (254 | ) | | 2/14/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 271 |
| | 812 |
| | — |
| | 1,083 |
| | (211 | ) | | 5/23/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 239 |
| | 956 |
| | — |
| | 1,195 |
| | (257 | ) | | 3/11/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 220 |
| | 880 |
| | — |
| | 1,100 |
| | (220 | ) | | 7/9/2013 | | 2013 |
| Dollar General | | San Antonio | | TX | | — |
| | 333 |
| | 776 |
| | — |
| | 1,109 |
| | (191 | ) | | 8/13/2013 | | 2013 |
| Dollar General | | San Benito | | TX | | — |
| | 202 |
| | 807 |
| | — |
| | 1,009 |
| | (198 | ) | | 8/23/2013 | | 2013 |
| Dollar General | | San Juan | | TX | | — |
| | 169 |
| | 956 |
| | — |
| | 1,125 |
| | (222 | ) | | 11/15/2013 | | 2013 |
| Dollar General | | San Leon | | TX | | — |
| | 87 |
| | 786 |
| | — |
| | 873 |
| | (227 | ) | | 9/25/2012 | | 2012 |
| Dollar General | | Silsbee | | TX | | — |
| | 43 |
| | 810 |
| | — |
| | 853 |
| | (238 | ) | | 7/6/2012 | | 2012 |
| Dollar General | | Skidmore | | TX | | — |
| | 90 |
| | 811 |
| | — |
| | 901 |
| | (222 | ) | | 2/14/2013 | | 2013 |
| Dollar General | | Sullivan City | | TX | | — |
| | 165 |
| | 876 |
| | — |
| | 1,041 |
| | (191 | ) | | 2/26/2014 | | 2014 |
| Dollar General | | Texarkana | | TX | | — |
| | 136 |
| | 772 |
| | — |
| | 908 |
| | (182 | ) | | 10/25/2013 | | 2013 |
| Dollar General | | Troy | | TX | | — |
| | 93 |
| | 841 |
| | — |
| | 934 |
| | (243 | ) | | 9/12/2012 | | 2012 |
| Dollar General | | Tyler | | TX | | — |
| | 219 |
| | 875 |
| | — |
| | 1,094 |
| | (255 | ) | | 8/31/2012 | | 2010 |
| Dollar General | | Tyler | | TX | | — |
| | 602 |
| | 956 |
| | — |
| | 1,558 |
| | (212 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Victoria | | TX | | — |
| | 91 |
| | 817 |
| | — |
| | 908 |
| | (228 | ) | | 1/31/2013 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Aaron's | | Springdale | | AR | | — |
| | 513 |
| | 916 |
| | — |
| | 1,429 |
| | (284 | ) | | 2/7/2014 | | 2009 |
| Aaron's | | Auburndale | | FL | | — |
| | 1,351 |
| | 5,127 |
| | — |
| | 6,478 |
| | (1,513 | ) | | 2/7/2014 | | 2009 |
| Aaron's | | Redford | | MI | | — |
| | 125 |
| | 698 |
| | — |
| | 823 |
| | (227 | ) | | 2/7/2014 | | 1972 |
| Aaron's | | Bowling Green | | OH | | — |
| | 326 |
| | 928 |
| | — |
| | 1,254 |
| | (289 | ) | | 2/7/2014 | | 2009 |
| Aaron's | | North Olmsted | | OH | | — |
| | 218 |
| | 753 |
| | — |
| | 971 |
| | (248 | ) | | 2/7/2014 | | 1960 |
| Aaron's | | Bloomsburg | | PA | | — |
| | 224 |
| | 856 |
| | — |
| | 1,080 |
| | (245 | ) | | 2/7/2014 | | 1996 |
| Aaron's | | Mission | | TX | | — |
| | 324 |
| | 954 |
| | — |
| | 1,278 |
| | (272 | ) | | 2/7/2014 | | 2009 |
| Aaron's | | Oneonta | | AL | | 614 |
| | 205 |
| | 1,080 |
| | — |
| | 1,285 |
| | (325 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Lafayette | | IN | | 550 |
| | 404 |
| | 652 |
| | — |
| | 1,056 |
| | (221 | ) | | 2/7/2014 | | 1989 |
| Aaron's | | Magnolia | | MS | | 1,473 |
| | 287 |
| | 2,791 |
| | — |
| | 3,078 |
| | (758 | ) | | 2/7/2014 | | 2000 |
| Aaron's | | Kennett | | MO | | 319 |
| | 203 |
| | 473 |
| | — |
| | 676 |
| | (150 | ) | | 2/7/2014 | | 1999 |
| Aaron's | | Charlotte | | NC | | 579 |
| | 308 |
| | 1,201 |
| | — |
| | 1,509 |
| | (332 | ) | | 2/7/2014 | | 1994 |
| Aaron's | | Kent | | OH | | 614 |
| | 245 |
| | 1,080 |
| | — |
| | 1,325 |
| | (346 | ) | | 2/7/2014 | | 1999 |
| Aaron's | | Marion | | SC | | 319 |
| | 100 |
| | 685 |
| | — |
| | 785 |
| | (198 | ) | | 2/7/2014 | | 2008 |
| Aaron's | | Kingsville | | TX | | 599 |
| | 345 |
| | 1,040 |
| | — |
| | 1,385 |
| | (298 | ) | | 2/7/2014 | | 2009 |
| Home Depot | | Evans | | GA | | — |
| | 4,583 |
| | — |
| | — |
| | 4,583 |
| | — |
| | 2/7/2014 | | 2009 |
| Walgreens | | Birmingham | | AL | | 1,464 |
| | 996 |
| | 3,005 |
| | 102 |
| | 4,103 |
| | (965 | ) | | 2/7/2014 | | 1999 |
| Northern Tool & Equipment | | Ocala | | FL | | 1,549 |
| | 1,693 |
| | 2,727 |
| | — |
| | 4,420 |
| | (797 | ) | | 2/7/2014 | | 2008 |
| CVS | | New Port Richey | | FL | | 1,570 |
| | 1,149 |
| | 2,966 |
| | — |
| | 4,115 |
| | (886 | ) | | 2/7/2014 | | 2004 |
| Advance Auto Parts | | Delaware | | OH | | 685 |
| | 502 |
| | 1,274 |
| | — |
| | 1,776 |
| | (357 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Canton | | OH | | 619 |
| | 443 |
| | 1,206 |
| | — |
| | 1,649 |
| | (352 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Twinsburg | | OH | | 600 |
| | 486 |
| | 1,004 |
| | — |
| | 1,490 |
| | (286 | ) | | 2/7/2014 | | 2009 |
| Advance Auto Parts | | Toledo | | OH | | 600 |
| | 116 |
| | 1,375 |
| | — |
| | 1,491 |
| | (374 | ) | | 2/7/2014 | | 2009 |
| Advance Auto Parts | | Holland | | OH | | 628 |
| | 131 |
| | 1,453 |
| | — |
| | 1,584 |
| | (394 | ) | | 2/7/2014 | | 2008 |
| Applebee's | | Marion | | IL | | — |
| | 855 |
| | 1,527 |
| | — |
| | 2,382 |
| | (514 | ) | | 2/7/2014 | | 1998 |
| Applebee's | | Joplin | | MO | | — |
| | 754 |
| | 1,829 |
| | — |
| | 2,583 |
| | (638 | ) | | 2/7/2014 | | 1994 |
| Applebee's | | Farmington | | MO | | — |
| | 574 |
| | 2,242 |
| | — |
| | 2,816 |
| | (725 | ) | | 2/7/2014 | | 1999 |
| Applebee's | | Rolla | | MO | | — |
| | 671 |
| | 2,272 |
| | — |
| | 2,943 |
| | (735 | ) | | 2/7/2014 | | 1997 |
| National Tire & Battery | | Nashville | | TN | | — |
| | 603 |
| | 1,373 |
| | — |
| | 1,976 |
| | (376 | ) | | 2/7/2014 | | 1978 |
| Kum & Go | | Sloan | | IA | | — |
| | 447 |
| | 2,162 |
| | — |
| | 2,609 |
| | (739 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Summerdale | | AL | | 1,136 |
| | 276 |
| | 2,470 |
| | — |
| | 2,746 |
| | (609 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Pearsall | | TX | | 1,127 |
| | 318 |
| | 2,551 |
| | — |
| | 2,869 |
| | (601 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Tucson | | AZ | | — |
| | 1,234 |
| | 5,143 |
| | — |
| | 6,377 |
| | (1,521 | ) | | 2/7/2014 | | 2003 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dollar General | | Vidor | | TX | | — |
| | — |
| | 1,182 |
| | — |
| | 1,182 |
| | (237 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Waco | | TX | | — |
| | 192 |
| | 767 |
| | — |
| | 959 |
| | (223 | ) | | 8/31/2012 | | 2012 |
| Dollar General | | Weslaco | | TX | | — |
| | 215 |
| | 862 |
| | — |
| | 1,077 |
| | (249 | ) | | 9/24/2012 | | 2012 |
| Dollar General | | Weslaco | | TX | | — |
| | 205 |
| | 822 |
| | — |
| | 1,027 |
| | (194 | ) | | 10/16/2013 | | 2013 |
| Dollar General | | Burkeville | | VA | | — |
| | 160 |
| | 906 |
| | — |
| | 1,066 |
| | (270 | ) | | 5/8/2012 | | 2012 |
| Dollar General | | Danville | | VA | | 300 |
| | 155 |
| | 621 |
| | — |
| | 776 |
| | (190 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Hopewell | | VA | | 500 |
| | 584 |
| | 713 |
| | — |
| | 1,297 |
| | (218 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Hot Springs | | VA | | 400 |
| | 283 |
| | 661 |
| | — |
| | 944 |
| | (202 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Richmond | | VA | | 400 |
| | 242 |
| | 726 |
| | — |
| | 968 |
| | (222 | ) | | 2/6/2012 | | 2011 |
| Dollar General | | Mellen | | WI | | 300 |
| | 79 |
| | 711 |
| | — |
| | 790 |
| | (221 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Minong | | WI | | 300 |
| | 38 |
| | 727 |
| | — |
| | 765 |
| | (225 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Solon Springs | | WI | | 300 |
| | 76 |
| | 685 |
| | — |
| | 761 |
| | (212 | ) | | 12/30/2011 | | 2011 |
| Dollar General | | Chelyan | | WV | | — |
| | 273 |
| | 1,092 |
| | — |
| | 1,365 |
| | (263 | ) | | 9/27/2013 | | 2013 |
| Dollar General | | Cowen | | WV | | — |
| | 196 |
| | 783 |
| | — |
| | 979 |
| | (218 | ) | | 1/16/2013 | | 2012 |
| Dollar General | | Elkview | | WV | | — |
| | 274 |
| | 823 |
| | — |
| | 1,097 |
| | (202 | ) | | 8/2/2013 | | 2013 |
| Dollar General | | Mcmechen | | WV | | — |
| | 91 |
| | 819 |
| | — |
| | 910 |
| | (228 | ) | | 1/9/2013 | | 2012 |
| Dollar General | | Millwood | | WV | | — |
| | 98 |
| | 881 |
| | — |
| | 979 |
| | (221 | ) | | 7/2/2013 | | 2013 |
| Dollar General | | Oceana | | WV | | — |
| | 317 |
| | 1,023 |
| | — |
| | 1,340 |
| | (146 | ) | | 11/20/2014 | | 2014 |
| Dollar Tree | | Huntsville | | AL | | — |
| | 476 |
| | 1,092 |
| | — |
| | 1,568 |
| | (153 | ) | | 8/29/2014 | | 2014 |
| Dollar Tree | | Beverly Hills | | FL | | — |
| | 409 |
| | 965 |
| | — |
| | 1,374 |
| | (141 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree | | Bonita Springs | | FL | | — |
| | 672 |
| | 918 |
| | — |
| | 1,590 |
| | (207 | ) | | 2/7/2014 | | 2013 |
| Dollar Tree | | Chiefland | | FL | | — |
| | 322 |
| | 1,123 |
| | — |
| | 1,445 |
| | (239 | ) | | 3/31/2014 | | 2013 |
| Dollar Tree | | Ormond Beach | | FL | | — |
| | 573 |
| | 860 |
| | — |
| | 1,433 |
| | (219 | ) | | 6/4/2013 | | 2008 |
| Dollar Tree | | Oviedo | | FL | | — |
| | 469 |
| | 848 |
| | — |
| | 1,317 |
| | (186 | ) | | 2/19/2014 | | 2013 |
| Dollar Tree | | Des Moines | | IA | | — |
| | 152 |
| | 863 |
| | 6 |
| | 1,021 |
| | (213 | ) | | 8/30/2013 | | 1995 |
| Dollar Tree | | Lombard | | IL | | — |
| | 1,008 |
| | 543 |
| | — |
| | 1,551 |
| | (123 | ) | | 12/12/2013 | | 1967 |
| Dollar Tree | | Baton Rouge | | LA | | — |
| | 377 |
| | 716 |
| | — |
| | 1,093 |
| | (160 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree | | Burton | | MI | | 866 |
| | 131 |
| | 1,164 |
| | — |
| | 1,295 |
| | (252 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree | | Winona | | MS | | — |
| | 146 |
| | 585 |
| | — |
| | 731 |
| | (172 | ) | | 7/31/2012 | | 2012 |
| Dollar Tree | | Hoosick Falls | | NY | | — |
| | 181 |
| | 724 |
| | — |
| | 905 |
| | (191 | ) | | 4/26/2013 | | 2013 |
| Duluth Trading Co | | Avon | | OH | | — |
| | 1,088 |
| | 3,671 |
| | — |
| | 4,759 |
| | (27 | ) | | 10/20/2017 | | 2017 |
| Duluth Trading Co | | Waukesha | | WI | | — |
| | 857 |
| | 4,067 |
| | — |
| | 4,924 |
| | (5 | ) | | 12/14/2017 | | 2017 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Walgreens | | Durham | | NC | | 2,678 |
| | 2,201 |
| | 2,923 |
| | — |
| | 5,124 |
| | (1,041 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Leland | | NC | | — |
| | 1,226 |
| | 3,681 |
| | — |
| | 4,907 |
| | (1,126 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Janesville | | WI | | 2,101 |
| | 593 |
| | 4,009 |
| | — |
| | 4,602 |
| | (1,195 | ) | | 2/7/2014 | | 2010 |
| Whole Foods | | Hinsdale | | IL | | 5,709 |
| | 5,499 |
| | 7,388 |
| | 1 |
| | 12,888 |
| | (2,302 | ) | | 2/7/2014 | | 1999 |
| FedEx | | Plattsburg | | NY | | 2,614 |
| | 801 |
| | 3,982 |
| | — |
| | 4,783 |
| | (1,143 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Kenedy | | TX | | 1,145 |
| | 309 |
| | 2,372 |
| | — |
| | 2,681 |
| | (553 | ) | | 2/7/2014 | | 2010 |
| Academy Sports + Outdoors | | Killeen | | TX | | 3,116 |
| | 2,779 |
| | 5,321 |
| | — |
| | 8,100 |
| | (1,429 | ) | | 2/7/2014 | | 2009 |
| O'Reilly Auto Parts | | Central | | LA | | — |
| | 104 |
| | 915 |
| | — |
| | 1,019 |
| | (262 | ) | | 2/7/2014 | | 2010 |
| FedEx | | Lafayette | | IN | | 2,093 |
| | 768 |
| | 4,128 |
| | — |
| | 4,896 |
| | (1,031 | ) | | 2/7/2014 | | 2008 |
| Experian | | Schaumburg | | IL | | — |
| | 5,935 |
| | 26,003 |
| | (5,778 | ) | | 26,160 |
| | (3,747 | ) | | 2/7/2014 | | 1986 |
| Cracker Barrel | | Evans | | GA | | 6,317 |
| | 3,452 |
| | 9,821 |
| | 24 |
| | 13,297 |
| | (2,824 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Glenpool | | OK | | 1,180 |
| | 359 |
| | 2,447 |
| | — |
| | 2,806 |
| | (593 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Stillwater | | OK | | 1,205 |
| | 205 |
| | 2,715 |
| | — |
| | 2,920 |
| | (654 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Gibsonia | | PA | | — |
| | 1,044 |
| | 2,778 |
| | 61 |
| | 3,883 |
| | (699 | ) | | 2/7/2014 | | 2009 |
| Kohl's | | Rice Lake | | WI | | — |
| | 1,268 |
| | 7,788 |
| | — |
| | 9,056 |
| | (1,937 | ) | | 2/7/2014 | | 2011 |
| Walgreens | | Lancaster | | CA | | 2,719 |
| | 859 |
| | 4,246 |
| | — |
| | 5,105 |
| | (1,366 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Rocky Mount | | NC | | 2,811 |
| | 1,105 |
| | 4,046 |
| | — |
| | 5,151 |
| | (1,356 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Murphy | | NC | | 1,402 |
| | 990 |
| | 2,090 |
| | — |
| | 3,080 |
| | (538 | ) | | 2/7/2014 | | 2010 |
| Walgreens | | Beloit | | WI | | 2,184 |
| | 721 |
| | 3,653 |
| | — |
| | 4,374 |
| | (1,113 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Ballinger | | TX | | — |
| | 476 |
| | 2,477 |
| | — |
| | 2,953 |
| | (579 | ) | | 2/7/2014 | | 2010 |
| Igloo | | Katy | | TX | | — |
| | 5,617 |
| | 38,470 |
| | — |
| | 44,087 |
| | (9,706 | ) | | 2/7/2014 | | 2004 |
| AutoZone | | Hamilton | | OH | | — |
| | 507 |
| | 1,283 |
| | — |
| | 1,790 |
| | (362 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Mt. Orab | | OH | | — |
| | 258 |
| | 1,219 |
| | — |
| | 1,477 |
| | (341 | ) | | 2/7/2014 | | 2009 |
| AutoZone | | Blanchester | | OH | | 535 |
| | 341 |
| | 838 |
| | — |
| | 1,179 |
| | (242 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Trenton | | OH | | — |
| | 306 |
| | 812 |
| | — |
| | 1,118 |
| | (231 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Nashville | | TN | | 861 |
| | 555 |
| | 1,270 |
| | — |
| | 1,825 |
| | (358 | ) | | 2/7/2014 | | 2009 |
| Staples | | Houston | | TX | | 1,815 |
| | 1,169 |
| | 3,192 |
| | — |
| | 4,361 |
| | (804 | ) | | 2/7/2014 | | 2008 |
| Lowe's | | Sanford | | ME | | 4,672 |
| | 4,045 |
| | — |
| | — |
| | 4,045 |
| | — |
| | 2/7/2014 | | 2009 |
| CVS | | Ft. Myers | | FL | | 3,025 |
| | 2,335 |
| | 3,502 |
| | — |
| | 5,837 |
| | (1,148 | ) | | 2/7/2014 | | 2009 |
| On the Border | | Columbus | | OH | | 1,925 |
| | 1,594 |
| | 1,558 |
| | — |
| | 3,152 |
| | (604 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Concord Mills | | NC | | — |
| | 1,903 |
| | 1,456 |
| | — |
| | 3,359 |
| | (545 | ) | | 2/7/2014 | | 2000 |
| On the Border | | Denton | | TX | | — |
| | 1,419 |
| | 2,012 |
| | — |
| | 3,431 |
| | (677 | ) | | 2/7/2014 | | 2002 |
| On the Border | | DeSoto | | TX | | — |
| | 751 |
| | 3,207 |
| | — |
| | 3,958 |
| | (1,014 | ) | | 2/7/2014 | | 1998 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Dunkin Donuts/Baskin-Robbins | | Dearborn Heights | | MI | | — |
| | 230 |
| | 846 |
| | — |
| | 1,076 |
| | (209 | ) | | 6/27/2013 | | 1995 |
| Earhart Corporate Center | | Ann Arbor | | MI | | 27,070 |
| | 3,520 |
| | 39,639 |
| | (7,267 | ) | | 35,892 |
| | (2,366 | ) | | 11/5/2013 | | 2006 |
| Eastchase Central | | Montgomery | | AL | | — |
| | 1,480 |
| | 9,117 |
| | — |
| | 10,597 |
| | (39 | ) | | 11/17/2017 | | 2017 |
| Eegee's | | Tucson | | AZ | | — |
| | 357 |
| | 436 |
| | — |
| | 793 |
| | (102 | ) | | 7/31/2013 | | 1990 |
| Einstein Bros. Bagels | | Dearborn | | MI | | — |
| | 190 |
| | 724 |
| | — |
| | 914 |
| | (179 | ) | | 6/27/2013 | | 1995 |
| El Chico | | Killeen | | TX | | — |
| | 534 |
| | 992 |
| | (803 | ) | | 723 |
| | (75 | ) | | 7/31/2013 | | 1993 |
| Elite Production Services | | Cuero | | TX | | — |
| | 127 |
| | 982 |
| | — |
| | 1,109 |
| | (155 | ) | | 6/25/2014 | | 2014 |
| EMC Corporation | | Bedford | | MA | | 51,345 |
| | 16,594 |
| | 75,137 |
| | 203 |
| | 91,934 |
| | (13,547 | ) | | 2/7/2014 | | 2001 |
| Emdeon Business Services | | Nashville | | TN | | 4,700 |
| | 688 |
| | 10,417 |
| | — |
| | 11,105 |
| | (1,690 | ) | | 2/7/2014 | | 2010 |
| Energy Maintenance Services US | | Pasadena | | TX | | — |
| | 393 |
| | 2,878 |
| | — |
| | 3,271 |
| | (454 | ) | | 6/12/2014 | | 2011 |
| Evans Exchange | | Evans | | GA | | 6,517 |
| | 3,452 |
| | 9,821 |
| | 18 |
| | 13,291 |
| | (2,010 | ) | | 2/7/2014 | | 2009 |
| Experian | | Schaumburg | | IL | | — |
| | 5,935 |
| | 26,003 |
| | (5,777 | ) | | 26,161 |
| | (1,911 | ) | | 2/7/2014 | | 1986 |
| Express Energy Services | | Pleasanton | | TX | | — |
| | 413 |
| | 5,541 |
| | — |
| | 5,954 |
| | (877 | ) | | 6/12/2014 | | 2012 |
| Express Scripts | | St. Louis | | MO | | — |
| | 5,706 |
| | 32,333 |
| | — |
| | 38,039 |
| | (10,515 | ) | | 1/25/2012 | | 2011 |
| Exterran Energy Solutions | | Fort Worth | | TX | | — |
| | 1,360 |
| | 5,704 |
| | — |
| | 7,064 |
| | (895 | ) | | 9/5/2014 | | 2011 |
| Family Dollar | | Bessemer | | AL | | — |
| | 295 |
| | 1,301 |
| | — |
| | 1,596 |
| | (227 | ) | | 6/16/2014 | | 2014 |
| Family Dollar | | Camden | | AL | | — |
| | 137 |
| | 851 |
| | — |
| | 988 |
| | (162 | ) | | 5/29/2014 | | 2014 |
| Family Dollar | | Grove Hill | | AL | | — |
| | 144 |
| | 741 |
| | — |
| | 885 |
| | (108 | ) | | 7/24/2014 | | 2013 |
| Family Dollar | | Hayneville | | AL | | — |
| | 172 |
| | 722 |
| | — |
| | 894 |
| | (148 | ) | | 5/7/2014 | | 2013 |
| Family Dollar | | Hoover | | AL | | — |
| | 368 |
| | 1,153 |
| | — |
| | 1,521 |
| | (168 | ) | | 8/29/2014 | | 2014 |
| Family Dollar | | Huntsville | | AL | | — |
| | 628 |
| | 924 |
| | — |
| | 1,552 |
| | (115 | ) | | 1/12/2015 | | 2014 |
| Family Dollar | | Jemison | | AL | | 757 |
| | 143 |
| | 997 |
| | — |
| | 1,140 |
| | (217 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Marion | | AL | | — |
| | 247 |
| | 780 |
| | — |
| | 1,027 |
| | (115 | ) | | 7/30/2014 | | 2014 |
| Family Dollar | | Millbrook | | AL | | — |
| | 316 |
| | 1,052 |
| | — |
| | 1,368 |
| | (152 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Montgomery | | AL | | — |
| | 218 |
| | 847 |
| | — |
| | 1,065 |
| | (123 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Montgomery | | AL | | 959 |
| | 533 |
| | 936 |
| | — |
| | 1,469 |
| | (208 | ) | | 2/7/2014 | | 2010 |
| Family Dollar | | Wilmer | | AL | | — |
| | 221 |
| | 791 |
| | — |
| | 1,012 |
| | (149 | ) | | 5/29/2014 | | 2014 |
| Family Dollar | | El Dorado | | AR | | — |
| | 151 |
| | 806 |
| | — |
| | 957 |
| | (136 | ) | | 8/28/2014 | | 1988 |
| Family Dollar | | El Dorado | | AR | | 663 |
| | 49 |
| | 1,003 |
| | — |
| | 1,052 |
| | (204 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Hot Springs | | AR | | — |
| | 247 |
| | 845 |
| | — |
| | 1,092 |
| | (179 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Jacksonville | | AR | | 571 |
| | 155 |
| | 758 |
| | — |
| | 913 |
| | (155 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Little Rock | | AR | | 467 |
| | 125 |
| | 629 |
| | — |
| | 754 |
| | (128 | ) | | 2/7/2014 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Chilis | | Flanders | | NJ | | 1,508 |
| | 1,402 |
| | 842 |
| | — |
| | 2,244 |
| | (428 | ) | | 2/7/2014 | | 2003 |
| On the Border | | Garland | | TX | | — |
| | 1,065 |
| | 1,692 |
| | — |
| | 2,757 |
| | (563 | ) | | 2/7/2014 | | 2007 |
| On the Border | | Kansas CIty | | MO | | 1,454 |
| | 1,743 |
| | 1,039 |
| | — |
| | 2,782 |
| | (425 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Lees Summit | | MO | | 1,200 |
| | 1,647 |
| | 1,008 |
| | — |
| | 2,655 |
| | (406 | ) | | 2/7/2014 | | 2002 |
| On the Border | | Alpharetta | | GA | | — |
| | 1,771 |
| | 1,842 |
| | — |
| | 3,613 |
| | (619 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Auburn Hills | | MI | | — |
| | 1,355 |
| | 2,745 |
| | — |
| | 4,100 |
| | (864 | ) | | 2/7/2014 | | 1999 |
| On the Border | | Buford | | GA | | — |
| | 1,786 |
| | 1,506 |
| | — |
| | 3,292 |
| | (514 | ) | | 2/7/2014 | | 2001 |
| On the Border | | Burleson | | TX | | — |
| | 891 |
| | 2,844 |
| | — |
| | 3,735 |
| | (936 | ) | | 2/7/2014 | | 2000 |
| On the Border | | Lubbock | | TX | | — |
| | 375 |
| | 3,679 |
| | — |
| | 4,054 |
| | (1,129 | ) | | 2/7/2014 | | 1994 |
| On the Border | | Mesa | | AZ | | 1,804 |
| | 2,090 |
| | 1,534 |
| | — |
| | 3,624 |
| | (519 | ) | | 2/7/2014 | | 1998 |
| On the Border | | Mount Laurel | | NJ | | 713 |
| | 1,446 |
| | 1,938 |
| | — |
| | 3,384 |
| | (654 | ) | | 2/7/2014 | | 2004 |
| On the Border | | Novi | | MI | | — |
| | 444 |
| | 3,176 |
| | — |
| | 3,620 |
| | (968 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Oklahoma City | | OK | | — |
| | 859 |
| | 2,310 |
| | — |
| | 3,169 |
| | (779 | ) | | 2/7/2014 | | 1996 |
| On the Border | | Peoria | | AZ | | 1,562 |
| | 2,129 |
| | 1,352 |
| | — |
| | 3,481 |
| | (422 | ) | | 2/7/2014 | | 1998 |
| On the Border | | Rockwall | | TX | | — |
| | 693 |
| | 3,244 |
| | — |
| | 3,937 |
| | (965 | ) | | 2/7/2014 | | 1999 |
| On the Border | | Rogers | | AR | | 950 |
| | 655 |
| | 1,500 |
| | — |
| | 2,155 |
| | (503 | ) | | 2/7/2014 | | 2002 |
| On the Border | | Tulsa | | OK | | — |
| | 740 |
| | 2,956 |
| | — |
| | 3,696 |
| | (974 | ) | | 2/7/2014 | | 1995 |
| On the Border | | West Springfield | | MA | | 2,000 |
| | 413 |
| | 4,173 |
| | — |
| | 4,586 |
| | (1,332 | ) | | 2/7/2014 | | 1995 |
| On the Border | | W. Windsor | | NJ | | 2,433 |
| | 1,489 |
| | 1,703 |
| | — |
| | 3,192 |
| | (740 | ) | | 2/7/2014 | | 1998 |
| AutoZone | | Pearl River | | LA | | — |
| | 239 |
| | 1,193 |
| | — |
| | 1,432 |
| | (345 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Ranchito | | TX | | — |
| | 498 |
| | 2,671 |
| | — |
| | 3,169 |
| | (814 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Mission | | TX | | — |
| | 742 |
| | 550 |
| | — |
| | 1,292 |
| | (162 | ) | | 2/7/2014 | | 1986 |
| Stripes | | Edinburg | | TX | | — |
| | 1,286 |
| | 1,546 |
| | — |
| | 2,832 |
| | (486 | ) | | 2/7/2014 | | 1999 |
| Stripes | | Eagle Pass | | TX | | — |
| | 762 |
| | 2,453 |
| | — |
| | 3,215 |
| | (765 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Belchertown | | MA | | — |
| | 1,148 |
| | 3,179 |
| | — |
| | 4,327 |
| | (815 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Southwick | | MA | | — |
| | 1,601 |
| | 3,583 |
| | — |
| | 5,184 |
| | (909 | ) | | 2/7/2014 | | 2008 |
| AutoZone | | Rapid City | | SD | | 571 |
| | 375 |
| | 969 |
| | — |
| | 1,344 |
| | (267 | ) | | 2/7/2014 | | 2008 |
| Crunch Fitness | | Montgomery | | AL | | 3,148 |
| | 1,370 |
| | 5,749 |
| | (4,152 | ) | | 2,967 |
| | (147 | ) | | 2/7/2014 | | 2003 |
| Vacant | | Flanders | | NJ | | 915 |
| | 1,468 |
| | 883 |
| | (1,154 | ) | | 1,197 |
| | (35 | ) | | 2/7/2014 | | 2003 |
| Chilis | | Mt. Laurel | | NJ | | 1,447 |
| | 1,332 |
| | 1,792 |
| | — |
| | 3,124 |
| | (413 | ) | | 2/7/2014 | | 2004 |
| Brick House Tavern & Tap | | W. Windsor | | NJ | | 1,043 |
| | 1,307 |
| | 1,498 |
| | — |
| | 2,805 |
| | (399 | ) | | 2/7/2014 | | 1998 |
| AutoZone | | Hartville | | OH | | 614 |
| | 197 |
| | 1,156 |
| | — |
| | 1,353 |
| | (331 | ) | | 2/7/2014 | | 2008 |
| Tire Kingdom | | Auburndale | | FL | | 1,204 |
| | 609 |
| | 1,571 |
| | — |
| | 2,180 |
| | (462 | ) | | 2/7/2014 | | 2010 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Ash Fork | | AZ | | — |
| | 123 |
| | 1,015 |
| | — |
| | 1,138 |
| | (147 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Avondale | | AZ | | 974 |
| | 603 |
| | 882 |
| | — |
| | 1,485 |
| | (197 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Casa Grande | | AZ | | — |
| | 454 |
| | 313 |
| | — |
| | 767 |
| | (78 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Coolidge | | AZ | | 603 |
| | 126 |
| | 785 |
| | — |
| | 911 |
| | (170 | ) | | 2/7/2014 | | 2000 |
| Family Dollar | | Duncan | | AZ | | — |
| | 98 |
| | 895 |
| | — |
| | 993 |
| | (130 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Fort Mohave | | AZ | | — |
| | 302 |
| | 571 |
| | — |
| | 873 |
| | (131 | ) | | 2/7/2014 | | 2001 |
| Family Dollar | | Golden Valley | | AZ | | — |
| | 110 |
| | 772 |
| | — |
| | 882 |
| | (131 | ) | | 8/28/2014 | | 2001 |
| Family Dollar | | Guadalupe | | AZ | | — |
| | 400 |
| | 584 |
| | — |
| | 984 |
| | (134 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Mohave Valley | | AZ | | — |
| | 302 |
| | 281 |
| | — |
| | 583 |
| | (70 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Phoenix | | AZ | | — |
| | 303 |
| | 712 |
| | — |
| | 1,015 |
| | (118 | ) | | 8/28/2014 | | 2004 |
| Family Dollar | | Phoenix | | AZ | | — |
| | 416 |
| | 1,229 |
| | — |
| | 1,645 |
| | (174 | ) | | 8/28/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Home Depot | | Slidell | | LA | | — |
| | 5,131 |
| | — |
| | — |
| | 5,131 |
| | — |
| | 2/7/2014 | | 1998 |
| Lowe's | | Ticonderoga | | NY | | — |
| | 1,812 |
| | — |
| | — |
| | 1,812 |
| | — |
| | 2/7/2014 | | 2009 |
| Advance Auto Parts | | Sapulpa | | OK | | — |
| | 362 |
| | 1,300 |
| | — |
| | 1,662 |
| | (343 | ) | | 2/7/2014 | | 2007 |
| LA Fitness | | Dallas | | TX | | 4,712 |
| | 2,629 |
| | 10,413 |
| | — |
| | 13,042 |
| | (2,902 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Franklin | | IN | | 738 |
| | 511 |
| | 1,256 |
| | — |
| | 1,767 |
| | (340 | ) | | 2/7/2014 | | 2010 |
| Advance Auto Parts | | Grand Rapids | | MI | | — |
| | 368 |
| | 1,296 |
| | — |
| | 1,664 |
| | (342 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Alton | | IL | | 1,404 |
| | 565 |
| | 3,062 |
| | 59 |
| | 3,686 |
| | (742 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Union | | MO | | 1,404 |
| | 589 |
| | 3,012 |
| | 13 |
| | 3,614 |
| | (714 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Troy | | MO | | 1,286 |
| | 730 |
| | 2,587 |
| | — |
| | 3,317 |
| | (626 | ) | | 2/7/2014 | | 2009 |
| FedEx | | Northwood | | OH | | 2,410 |
| | 674 |
| | 5,497 |
| | 538 |
| | 6,709 |
| | (1,462 | ) | | 2/7/2014 | | 1998 |
| Academy Sports + Outdoors | | Austin | | TX | | — |
| | 4,216 |
| | 8,755 |
| | — |
| | 12,971 |
| | (2,174 | ) | | 2/7/2014 | | 1988 |
| CVS | | Mishawaka | | IN | | 2,258 |
| | 409 |
| | 4,532 |
| | — |
| | 4,941 |
| | (1,363 | ) | | 2/7/2014 | | 2007 |
| CarMax | | Austin | | TX | | 9,900 |
| | 5,461 |
| | 16,940 |
| | — |
| | 22,401 |
| | (4,605 | ) | | 2/7/2014 | | 2004 |
| Tractor Supply | | Nixa | | MO | | 1,346 |
| | 476 |
| | 2,040 |
| | — |
| | 2,516 |
| | (511 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Lawrence | | KS | | 1,377 |
| | 361 |
| | 2,637 |
| | 32 |
| | 3,030 |
| | (654 | ) | | 2/7/2014 | | 2010 |
| CVS | | Ringgold | | GA | | — |
| | 1,346 |
| | 2,939 |
| | — |
| | 4,285 |
| | (948 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Sellersburg | | IN | | 1,433 |
| | 762 |
| | 2,146 |
| | — |
| | 2,908 |
| | (540 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Augusta | | ME | | 1,423 |
| | 530 |
| | 2,756 |
| | — |
| | 3,286 |
| | (700 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Wauseon | | OH | | 1,374 |
| | 931 |
| | 2,128 |
| | — |
| | 3,059 |
| | (558 | ) | | 2/7/2014 | | 2007 |
| CVS | | Gulf Breeze | | FL | | — |
| | 545 |
| | — |
| | — |
| | 545 |
| | — |
| | 2/7/2014 | | 2009 |
| Tractor Supply | | Dixon | | CA | | — |
| | 1,619 |
| | 4,044 |
| | — |
| | 5,663 |
| | (1,030 | ) | | 2/7/2014 | | 2007 |
| Best Buy | | Port Arthur | | TX | | 8,077 |
| | 3,331 |
| | 14,992 |
| | 270 |
| | 18,593 |
| | (4,066 | ) | | 2/7/2014 | | 2008 |
| CVS | | Weaverville | | NC | | 3,098 |
| | 1,998 |
| | 4,307 |
| | — |
| | 6,305 |
| | (1,381 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Hamilton | | OH | | 932 |
| | 675 |
| | 1,472 |
| | — |
| | 2,147 |
| | (538 | ) | | 2/7/2014 | | 1975 |
| LA Fitness | | Oakdale | | MN | | 4,749 |
| | 2,315 |
| | 8,315 |
| | — |
| | 10,630 |
| | (2,535 | ) | | 2/7/2014 | | 2009 |
| Advance Auto Parts | | Bonita Springs | | FL | | 1,561 |
| | 1,219 |
| | 1,552 |
| | — |
| | 2,771 |
| | (476 | ) | | 2/7/2014 | | 2007 |
| Kohl's | | Salina | | KS | | — |
| | 964 |
| | 5,009 |
| | 60 |
| | 6,033 |
| | (1,258 | ) | | 2/7/2014 | | 2009 |
| FedEx | | Bossier City | | LA | | — |
| | 295 |
| | 6,223 |
| | — |
| | 6,518 |
| | (1,685 | ) | | 2/7/2014 | | 2009 |
| Advance Auto Parts | | Janesville | | WI | | — |
| | 299 |
| | 1,695 |
| | — |
| | 1,994 |
| | (468 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Appleton | | WI | | — |
| | 498 |
| | 1,228 |
| | — |
| | 1,726 |
| | (349 | ) | | 2/7/2014 | | 2007 |
| Albertson's | | Phoenix | | AZ | | — |
| | 2,456 |
| | 4,628 |
| | — |
| | 7,084 |
| | (1,405 | ) | | 2/7/2014 | | 1998 |
| Albertson's | | Mesa | | AZ | | — |
| | 1,944 |
| | 4,145 |
| | — |
| | 6,089 |
| | (1,270 | ) | | 2/7/2014 | | 1997 |
| Albertson's | | Tucson | | AZ | | — |
| | 2,710 |
| | 7,704 |
| | — |
| | 10,414 |
| | (2,360 | ) | | 2/7/2014 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Phoenix | | AZ | | — |
| | 1,109 |
| | 767 |
| | — |
| | 1,876 |
| | (181 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Phoenix | | AZ | | 1,040 |
| | 504 |
| | 1,079 |
| | — |
| | 1,583 |
| | (237 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Dacano | | CO | | 757 |
| | 155 |
| | 959 |
| | — |
| | 1,114 |
| | (212 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Fort Lupton | | CO | | 916 |
| | 154 |
| | 1,180 |
| | — |
| | 1,334 |
| | (259 | ) | | 2/7/2014 | | 1961 |
| Family Dollar | | Rangely | | CO | | — |
| | 66 |
| | 593 |
| | — |
| | 659 |
| | (177 | ) | | 5/4/2012 | | 2010 |
| Family Dollar | | New Britain | | CT | | — |
| | 484 |
| | 1,280 |
| | 26 |
| | 1,790 |
| | (176 | ) | | 10/14/2014 | | 2013 |
| Family Dollar | | Wilmington | | DE | | — |
| | 540 |
| | 1,218 |
| | — |
| | 1,758 |
| | (145 | ) | | 4/21/2015 | | 2015 |
| Family Dollar | | Altha | | FL | | — |
| | 126 |
| | 727 |
| | — |
| | 853 |
| | (163 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Anthony | | FL | | — |
| | 242 |
| | 1,037 |
| | — |
| | 1,279 |
| | (154 | ) | | 10/30/2014 | | 2014 |
| Family Dollar | | Apopka | | FL | | 1,127 |
| | 518 |
| | 1,402 |
| | — |
| | 1,920 |
| | (282 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Auburndale | | FL | | — |
| | 314 |
| | 951 |
| | — |
| | 1,265 |
| | (137 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Belleview | | FL | | — |
| | 332 |
| | 829 |
| | — |
| | 1,161 |
| | (174 | ) | | 2/7/2014 | | 2013 |
| Family Dollar | | Bristol | | FL | | 631 |
| | 202 |
| | 727 |
| | — |
| | 929 |
| | (165 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Bunnell | | FL | | — |
| | 188 |
| | 936 |
| | — |
| | 1,124 |
| | (137 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Cape Coral | | FL | | — |
| | 675 |
| | 1,190 |
| | — |
| | 1,865 |
| | (255 | ) | | 3/5/2014 | | 2013 |
| Family Dollar | | Citra | | FL | | — |
| | 47 |
| | 1,038 |
| | — |
| | 1,085 |
| | (149 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Clearwater | | FL | | — |
| | 425 |
| | 1,006 |
| | — |
| | 1,431 |
| | (141 | ) | | 8/22/2014 | | 2014 |
| Family Dollar | | Deland | | FL | | 1,057 |
| | 492 |
| | 1,293 |
| | — |
| | 1,785 |
| | (264 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Deltona | | FL | | 686 |
| | 171 |
| | 1,074 |
| | — |
| | 1,245 |
| | (209 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Deltona | | FL | | 1,042 |
| | 206 |
| | 1,578 |
| | — |
| | 1,784 |
| | (315 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Fort Meade | | FL | | 417 |
| | 211 |
| | 606 |
| | — |
| | 817 |
| | (114 | ) | | 2/7/2014 | | 2000 |
| Family Dollar | | Fort Myers | | FL | | 973 |
| | 189 |
| | 1,344 |
| | — |
| | 1,533 |
| | (281 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Fountain | | FL | | — |
| | 202 |
| | 825 |
| | — |
| | 1,027 |
| | (121 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Gainesville | | FL | | 1,002 |
| | 423 |
| | 1,263 |
| | (16 | ) | | 1,670 |
| | (256 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Graceville | | FL | | — |
| | 367 |
| | 810 |
| | — |
| | 1,177 |
| | (171 | ) | | 4/30/2014 | | 2013 |
| Family Dollar | | Jacksonville | | FL | | 1,028 |
| | 271 |
| | 1,121 |
| | — |
| | 1,392 |
| | (221 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Jacksonville | | FL | | 789 |
| | 545 |
| | 1,173 |
| | — |
| | 1,718 |
| | (241 | ) | | 2/7/2014 | | 2008 |
| Family Dollar | | Lake Alfred | | FL | | — |
| | 484 |
| | 1,006 |
| | — |
| | 1,490 |
| | (114 | ) | | 12/23/2014 | | 2014 |
| Family Dollar | | Lake City | | FL | | 622 |
| | 186 |
| | 872 |
| | — |
| | 1,058 |
| | (178 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Lake Panasoffkee | | FL | | — |
| | 237 |
| | 696 |
| | — |
| | 933 |
| | (150 | ) | | 3/25/2014 | | 2013 |
| Family Dollar | | Lakeland | | FL | | 732 |
| | 339 |
| | 785 |
| | — |
| | 1,124 |
| | (172 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Largo | | FL | | — |
| | 844 |
| | 962 |
| | — |
| | 1,806 |
| | (211 | ) | | 2/7/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| WaWa | | Portsmouth | | VA | | — |
| | 1,573 |
| | — |
| | — |
| | 1,573 |
| | — |
| | 2/7/2014 | | 2008 |
| CVS | | Lynchburg | | VA | | — |
| | 914 |
| | 2,987 |
| | 99 |
| | 4,000 |
| | (912 | ) | | 2/7/2014 | | 1999 |
| CVS | | Madison Heights | | VA | | — |
| | 1,015 |
| | 2,589 |
| | 69 |
| | 3,673 |
| | (780 | ) | | 2/7/2014 | | 1997 |
| Applebee's | | Wytheville | | VA | | — |
| | 564 |
| | 923 |
| | — |
| | 1,487 |
| | (414 | ) | | 2/7/2014 | | 2000 |
| Applebee's | | West Memphis | | AR | | — |
| | 388 |
| | 1,536 |
| | — |
| | 1,924 |
| | (490 | ) | | 2/7/2014 | | 2006 |
| Applebee's | | Swansea | | IL | | — |
| | 727 |
| | 1,741 |
| | — |
| | 2,468 |
| | (568 | ) | | 2/7/2014 | | 1998 |
| Applebee's | | Norton | | VA | | — |
| | 848 |
| | 433 |
| | — |
| | 1,281 |
| | (315 | ) | | 2/7/2014 | | 2006 |
| Applebee's | | Adrian | | MI | | — |
| | 407 |
| | 2,351 |
| | — |
| | 2,758 |
| | (765 | ) | | 2/7/2014 | | 1995 |
| Applebee's | | Chambersburg | | PA | | — |
| | 591 |
| | 2,416 |
| | — |
| | 3,007 |
| | (693 | ) | | 2/7/2014 | | 1995 |
| Applebee's | | Horn Lake | | MS | | — |
| | 584 |
| | 1,642 |
| | (8 | ) | | 2,218 |
| | (520 | ) | | 2/7/2014 | | 2005 |
| Applebee's | | Kalamazoo | | MI | | — |
| | 575 |
| | 2,644 |
| | — |
| | 3,219 |
| | (759 | ) | | 2/7/2014 | | 1994 |
| Big O Tires | | Phoenix | | AZ | | — |
| | 206 |
| | 1,367 |
| | — |
| | 1,573 |
| | (369 | ) | | 2/7/2014 | | 2010 |
| Applebee's | | Bartlett | | TN | | — |
| | 315 |
| | 2,201 |
| | — |
| | 2,516 |
| | (673 | ) | | 2/7/2014 | | 2005 |
| Applebee's | | Tyler | | TX | | — |
| | 696 |
| | 2,904 |
| | — |
| | 3,600 |
| | (911 | ) | | 2/7/2014 | | 1990 |
| CompUSA | | Arlington | | TX | | — |
| | 2,437 |
| | 1,467 |
| | 127 |
| | 4,031 |
| | (550 | ) | | 2/7/2014 | | 1992 |
| Albertson's | | Lake Havasu City | | AZ | | — |
| | 1,275 |
| | 5,396 |
| | — |
| | 6,671 |
| | (1,715 | ) | | 2/7/2014 | | 2003 |
| Albertson's | | Yuma | | AZ | | — |
| | 1,574 |
| | 6,452 |
| | — |
| | 8,026 |
| | (1,981 | ) | | 2/7/2014 | | 2003 |
| Albertson's | | Scottsdale | | AZ | | — |
| | 2,872 |
| | 7,943 |
| | — |
| | 10,815 |
| | (2,413 | ) | | 2/7/2014 | | 1991 |
| Albertson's | | Tucson | | AZ | | — |
| | 1,642 |
| | 3,587 |
| | — |
| | 5,229 |
| | (1,129 | ) | | 2/7/2014 | | 1994 |
| Albertson's | | Fort Worth | | TX | | — |
| | 2,146 |
| | 4,678 |
| | — |
| | 6,824 |
| | (1,499 | ) | | 2/7/2014 | | 2000 |
| Albertson's | | Fort Worth | | TX | | — |
| | 1,833 |
| | 7,311 |
| | — |
| | 9,144 |
| | (2,185 | ) | | 2/7/2014 | | 2004 |
| Albertson's | | Fort Worth | | TX | | — |
| | 1,833 |
| | 4,528 |
| | — |
| | 6,361 |
| | (1,412 | ) | | 2/7/2014 | | 2002 |
| Albertson's | | Fort Worth | | TX | | — |
| | 1,174 |
| | 6,255 |
| | — |
| | 7,429 |
| | (1,844 | ) | | 2/7/2014 | | 1988 |
| Albertson's | | Lafayette | | LA | | — |
| | 1,556 |
| | 7,926 |
| | — |
| | 9,482 |
| | (2,526 | ) | | 2/7/2014 | | 2000 |
| Albertson's | | Bossier City | | LA | | — |
| | 1,949 |
| | 5,125 |
| | — |
| | 7,074 |
| | (1,568 | ) | | 2/7/2014 | | 1988 |
| Albertson's | | Baton Rouge | | LA | | — |
| | 1,711 |
| | 7,061 |
| | — |
| | 8,772 |
| | (2,202 | ) | | 2/7/2014 | | 1991 |
| Albertson's | | Albuquerque | | NM | | — |
| | 2,950 |
| | 3,388 |
| | — |
| | 6,338 |
| | (1,428 | ) | | 2/7/2014 | | 1978 |
| Albertson's | | Abilene | | TX | | — |
| | 1,187 |
| | 6,373 |
| | — |
| | 7,560 |
| | (1,932 | ) | | 2/7/2014 | | 1984 |
| Albertson's | | Alexandria | | LA | | — |
| | 1,423 |
| | 6,024 |
| | — |
| | 7,447 |
| | (1,900 | ) | | 2/7/2014 | | 1990 |
| Albertson's | | Fort Collins | | CO | | — |
| | 1,288 |
| | 6,612 |
| | — |
| | 7,900 |
| | (1,995 | ) | | 2/7/2014 | | 1996 |
| Albertson's | | El Paso | | TX | | — |
| | 1,375 |
| | 6,447 |
| | — |
| | 7,822 |
| | (2,014 | ) | | 2/7/2014 | | 1978 |
| Albertson's | | Farmington | | NM | | — |
| | 1,442 |
| | 2,505 |
| | — |
| | 3,947 |
| | (977 | ) | | 2/7/2014 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Albertson's | | Denver | | CO | | — |
| | 2,058 |
| | 5,286 |
| | — |
| | 7,344 |
| | (1,573 | ) | | 2/7/2014 | | 2002 |
| Tractor Supply | | Little Rock | | AR | | 1,500 |
| | 930 |
| | 2,035 |
| | — |
| | 2,965 |
| | (501 | ) | | 2/7/2014 | | 2009 |
| Albertson's | | Los Lunas | | NM | | — |
| | 1,105 |
| | 4,770 |
| | — |
| | 5,875 |
| | (1,743 | ) | | 2/7/2014 | | 1991 |
| Albertson's | | Midland | | TX | | — |
| | 1,002 |
| | 9,885 |
| | — |
| | 10,887 |
| | (2,944 | ) | | 2/7/2014 | | 1984 |
| Albertson's | | Odessa | | TX | | — |
| | 947 |
| | 8,867 |
| | — |
| | 9,814 |
| | (2,610 | ) | | 2/7/2014 | | 1985 |
| Albertson's | | Weatherford | | TX | | — |
| | 1,820 |
| | 5,771 |
| | — |
| | 7,591 |
| | (1,780 | ) | | 2/7/2014 | | 2001 |
| Tractor Supply | | Jefferson City | | MO | | 1,125 |
| | 490 |
| | 1,877 |
| | 98 |
| | 2,465 |
| | (389 | ) | | 2/7/2014 | | 2009 |
| Petco | | Lake Charles | | LA | | 2,145 |
| | 690 |
| | 4,072 |
| | 54 |
| | 4,816 |
| | (1,104 | ) | | 2/7/2014 | | 2008 |
| GetGo | | Lancaster | | OH | | — |
| | 2,210 |
| | 15,649 |
| | — |
| | 17,859 |
| | (3,948 | ) | | 2/7/2014 | | 2008 |
| 7-Eleven | | Carrizo Springs | | TX | | — |
| | 496 |
| | 2,526 |
| | — |
| | 3,022 |
| | (843 | ) | | 2/7/2014 | | 2010 |
| 7-Eleven | | Laredo | | TX | | — |
| | 581 |
| | 2,367 |
| | — |
| | 2,948 |
| | (774 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Haskell | | TX | | — |
| | 143 |
| | 2,554 |
| | — |
| | 2,697 |
| | (825 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Laredo | | TX | | — |
| | 626 |
| | 2,338 |
| | — |
| | 2,964 |
| | (779 | ) | | 2/7/2014 | | 2010 |
| Ulta Beauty | | Jackson | | TN | | 1,454 |
| | 547 |
| | 2,123 |
| | — |
| | 2,670 |
| | (566 | ) | | 2/7/2014 | | 2010 |
| Wal-Mart | | Pueblo | | CO | | 8,249 |
| | 2,586 |
| | 12,512 |
| | — |
| | 15,098 |
| | (3,843 | ) | | 2/7/2014 | | 1998 |
| CVS | | Auburndale | | FL | | — |
| | 1,418 |
| | 2,038 |
| | — |
| | 3,456 |
| | (616 | ) | | 2/7/2014 | | 1999 |
| Arby's | | Daytona Beach | | FL | | 16,557 |
| | 4,598 |
| | 28,511 |
| | (18,163 | ) | | 14,946 |
| | (730 | ) | | 2/7/2014 | | 1986 |
| AAA | | Oklahoma City | | OK | | — |
| | 3,639 |
| | 32,567 |
| | 178 |
| | 36,384 |
| | (9,182 | ) | | 2/7/2014 | | 2009 |
| NTT Data | | Lincoln | | NE | | — |
| | 2,812 |
| | 25,566 |
| | (355 | ) | | 28,023 |
| | (7,308 | ) | | 2/7/2014 | | 2009 |
| Hanesbrands | | Rural Hall | | NC | | — |
| | 1,798 |
| | 41,214 |
| | (50 | ) | | 42,962 |
| | (10,677 | ) | | 2/7/2014 | | 1992 |
| Best Buy | | Pineville | | NC | | — |
| | 1,818 |
| | 7,970 |
| | — |
| | 9,788 |
| | (2,343 | ) | | 2/7/2014 | | 1994 |
| Tractor Supply | | Franklin | | NC | | 1,479 |
| | 434 |
| | 2,629 |
| | — |
| | 3,063 |
| | (646 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Matteson | | IL | | 2,450 |
| | 416 |
| | 4,070 |
| | — |
| | 4,486 |
| | (1,150 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Sedalia | | MO | | 1,090 |
| | 480 |
| | 1,782 |
| | — |
| | 2,262 |
| | (458 | ) | | 2/7/2014 | | 2010 |
| Childtime | | Modesto | | CA | | — |
| | 280 |
| | 1,524 |
| | — |
| | 1,804 |
| | (430 | ) | | 2/7/2014 | | 1988 |
| Sherwin-Williams | | Muskegon | | MI | | — |
| | 187 |
| | 1,524 |
| | — |
| | 1,711 |
| | (437 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Grayson | | GA | | 2,720 |
| | 947 |
| | 3,747 |
| | 1 |
| | 4,695 |
| | (1,107 | ) | | 2/7/2014 | | 2004 |
| Walgreens | | Tucson | | AZ | | 2,910 |
| | 1,406 |
| | 3,571 |
| | — |
| | 4,977 |
| | (1,078 | ) | | 2/7/2014 | | 2004 |
| Tutor Time | | Downingtown | | PA | | — |
| | 205 |
| | 2,788 |
| | — |
| | 2,993 |
| | (784 | ) | | 2/7/2014 | | 1998 |
| Tutor Time | | Austin | | TX | | — |
| | 417 |
| | 1,861 |
| | — |
| | 2,278 |
| | (547 | ) | | 2/7/2014 | | 2000 |
| Children's Courtyard | | Grand Prairie | | TX | | — |
| | 367 |
| | 1,055 |
| | — |
| | 1,422 |
| | (309 | ) | | 2/7/2014 | | 1999 |
| Childtime | | Oklahoma City | | OK | | — |
| | 124 |
| | 796 |
| | — |
| | 920 |
| | (243 | ) | | 2/7/2014 | | 1985 |
| Childtime | | Oklahoma City | | OK | | — |
| | 108 |
| | 793 |
| | — |
| | 901 |
| | (235 | ) | | 2/7/2014 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Middleburg | | FL | | — |
| | 274 |
| | 822 |
| | — |
| | 1,096 |
| | (210 | ) | | 6/4/2013 | | 2008 |
| Family Dollar | | Milton | | FL | | 644 |
| | 544 |
| | 683 |
| | — |
| | 1,227 |
| | (130 | ) | | 2/7/2014 | | 2010 |
| Family Dollar | | Mulberry | | FL | | — |
| | 131 |
| | 1,156 |
| | — |
| | 1,287 |
| | (165 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Ocala | | FL | | — |
| | 108 |
| | 816 |
| | — |
| | 924 |
| | (124 | ) | | 8/28/2014 | | 2005 |
| Family Dollar | | Ocala | | FL | | — |
| | 344 |
| | 1,251 |
| | — |
| | 1,595 |
| | (251 | ) | | 2/7/2014 | | 2006 |
| Family Dollar | | Ocala | | FL | | 968 |
| | 554 |
| | 984 |
| | — |
| | 1,538 |
| | (212 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Okeechobee | | FL | | 894 |
| | 655 |
| | 580 |
| | — |
| | 1,235 |
| | (148 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Orlando | | FL | | — |
| | 349 |
| | 1,294 |
| | — |
| | 1,643 |
| | (182 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Orlando | | FL | | — |
| | 291 |
| | 1,286 |
| | — |
| | 1,577 |
| | (181 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Ormond Beach | | FL | | — |
| | 675 |
| | 1,152 |
| | — |
| | 1,827 |
| | (233 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Palatka | | FL | | — |
| | 316 |
| | 1,054 |
| | — |
| | 1,370 |
| | (221 | ) | | 4/25/2014 | | 2014 |
| Family Dollar | | Pembroke Park | | FL | | 1,141 |
| | 656 |
| | 944 |
| | — |
| | 1,600 |
| | (225 | ) | | 2/7/2014 | | 2006 |
| Family Dollar | | Pensacola | | FL | | — |
| | 69 |
| | 1,085 |
| | — |
| | 1,154 |
| | (153 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Pensacola | | FL | | 559 |
| | 146 |
| | 907 |
| | — |
| | 1,053 |
| | (174 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Plant City | | FL | | — |
| | 279 |
| | 1,040 |
| | — |
| | 1,319 |
| | (210 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Plant City | | FL | | 1,173 |
| | 712 |
| | 1,113 |
| | — |
| | 1,825 |
| | (244 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Sebring | | FL | | — |
| | 492 |
| | 1,063 |
| | — |
| | 1,555 |
| | (162 | ) | | 6/24/2014 | | 2014 |
| Family Dollar | | St Petersburg | | FL | | 1,093 |
| | 690 |
| | 1,000 |
| | — |
| | 1,690 |
| | (222 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Tallahassee | | FL | | — |
| | 632 |
| | 871 |
| | — |
| | 1,503 |
| | (198 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Tampa | | FL | | 1,005 |
| | 531 |
| | 1,062 |
| | — |
| | 1,593 |
| | (228 | ) | | 2/7/2014 | | 2008 |
| Family Dollar | | Tampa | | FL | | 1,168 |
| | 773 |
| | 1,057 |
| | — |
| | 1,830 |
| | (231 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Tampa | | FL | | — |
| | 552 |
| | 792 |
| | — |
| | 1,344 |
| | (169 | ) | | 2/7/2014 | | 2013 |
| Family Dollar | | Winter Haven | | FL | | — |
| | 534 |
| | 942 |
| | — |
| | 1,476 |
| | (90 | ) | | 8/8/2014 | | 2014 |
| Family Dollar | | Zellwood | | FL | | — |
| | 272 |
| | 1,005 |
| | — |
| | 1,277 |
| | (141 | ) | | 8/22/2014 | | 2014 |
| Family Dollar | | Abbeville | | GA | | — |
| | 163 |
| | 768 |
| | — |
| | 931 |
| | (119 | ) | | 5/29/2014 | | 2014 |
| Family Dollar | | Acworth | | GA | | — |
| | 489 |
| | 901 |
| | — |
| | 1,390 |
| | (133 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Alma | | GA | | — |
| | 79 |
| | 954 |
| | — |
| | 1,033 |
| | (137 | ) | | 8/28/2014 | | 1982 |
| Family Dollar | | Claxton | | GA | | — |
| | 322 |
| | 665 |
| | — |
| | 987 |
| | (137 | ) | | 5/14/2014 | | 2014 |
| Family Dollar | | Cordele | | GA | | — |
| | 136 |
| | 1,049 |
| | — |
| | 1,185 |
| | (161 | ) | | 4/30/2014 | | 2014 |
| Family Dollar | | Fayetteville | | GA | | — |
| | 217 |
| | 1,203 |
| | — |
| | 1,420 |
| | (158 | ) | | 11/20/2014 | | 2014 |
| Family Dollar | | Helena | | GA | | — |
| | 242 |
| | 790 |
| | — |
| | 1,032 |
| | (174 | ) | | 2/19/2014 | | 2013 |
| Family Dollar | | Jeffersonville | | GA | | — |
| | 153 |
| | 926 |
| | — |
| | 1,079 |
| | (132 | ) | | 8/15/2014 | | 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Childtime | | Bedford | | OH | | — |
| | 111 |
| | 852 |
| | — |
| | 963 |
| | (263 | ) | | 2/7/2014 | | 1979 |
| Healthnow | | Buffalo | | NY | | 40,299 |
| | 2,569 |
| | 89,399 |
| | 194 |
| | 92,162 |
| | (19,698 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Milwaukee | | WI | | — |
| | 610 |
| | 1,473 |
| | — |
| | 2,083 |
| | (405 | ) | | 2/7/2014 | | 2008 |
| All Cleaners | | Bartlett | | IL | | 7,060 |
| | 4,437 |
| | 5,970 |
| | 2,555 |
| | 12,962 |
| | (2,236 | ) | | 2/7/2014 | | 1999 |
| CVS | | Boca Raton | | FL | | 2,625 |
| | — |
| | 3,560 |
| | — |
| | 3,560 |
| | (1,167 | ) | | 2/7/2014 | | 2009 |
| CVS | | City of Industry | | CA | | 2,500 |
| | 1,224 |
| | 3,202 |
| | (30 | ) | | 4,396 |
| | (1,238 | ) | | 2/7/2014 | | 2009 |
| CVS | | Jacksonville | | FL | | 3,715 |
| | 2,240 |
| | 4,323 |
| | — |
| | 6,563 |
| | (1,310 | ) | | 2/7/2014 | | 2009 |
| CVS | | Naples | | FL | | 2,675 |
| | — |
| | 4,164 |
| | — |
| | 4,164 |
| | (1,262 | ) | | 2/7/2014 | | 2009 |
| CVS | | Southaven | | MS | | 4,270 |
| | 1,281 |
| | 4,100 |
| | (72 | ) | | 5,309 |
| | (1,409 | ) | | 2/7/2014 | | 2009 |
| CVS | | The Village | | OK | | 3,425 |
| | 520 |
| | 4,730 |
| | — |
| | 5,250 |
| | (1,414 | ) | | 2/7/2014 | | 2009 |
| CVS | | Lawrence | | KS | | 2,908 |
| | 837 |
| | 4,392 |
| | — |
| | 5,229 |
| | (1,322 | ) | | 2/7/2014 | | 2009 |
| CVS | | Lawrenceville | | NJ | | 5,170 |
| | 2,674 |
| | 6,412 |
| | — |
| | 9,086 |
| | (1,900 | ) | | 2/7/2014 | | 2009 |
| CVS | | Mineola | | NY | | 2,280 |
| | — |
| | 5,120 |
| | — |
| | 5,120 |
| | (1,494 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Lehigh Acres | | FL | | 1,425 |
| | 379 |
| | 2,016 |
| | — |
| | 2,395 |
| | (568 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Howell | | MI | | 830 |
| | 439 |
| | 1,471 |
| | — |
| | 1,910 |
| | (397 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Salem | | OH | | 660 |
| | 267 |
| | 1,147 |
| | — |
| | 1,414 |
| | (318 | ) | | 2/7/2014 | | 2009 |
| Albertson's | | Las Cruces | | NM | | — |
| | 1,588 |
| | 5,719 |
| | — |
| | 7,307 |
| | (2,158 | ) | | 2/7/2014 | | 1997 |
| Bed Bath & Beyond | | Folsom | | CA | | 21,600 |
| | 10,314 |
| | 27,983 |
| | 372 |
| | 38,669 |
| | (7,716 | ) | | 2/7/2014 | | 2006 |
| CVS | | Gainesville | | TX | | 2,215 |
| | 341 |
| | 3,334 |
| | — |
| | 3,675 |
| | (971 | ) | | 2/7/2014 | | 2003 |
| CVS | | Dover | | DE | | 2,046 |
| | 4,081 |
| | — |
| | — |
| | 4,081 |
| | — |
| | 2/7/2014 | | 2010 |
| Staples | | Pensacola | | FL | | — |
| | 1,539 |
| | 3,354 |
| | — |
| | 4,893 |
| | (849 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Christiansburg | | VA | | 646 |
| | 562 |
| | 793 |
| | — |
| | 1,355 |
| | (219 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | San Antonio | | TX | | 703 |
| | 439 |
| | 1,030 |
| | — |
| | 1,469 |
| | (280 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Ravenna | | OH | | — |
| | 144 |
| | 1,137 |
| | — |
| | 1,281 |
| | (321 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Houston | | TX | | 560 |
| | 340 |
| | 895 |
| | — |
| | 1,235 |
| | (237 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Highlands | | TX | | 485 |
| | 281 |
| | 813 |
| | — |
| | 1,094 |
| | (215 | ) | | 2/7/2014 | | 2010 |
| Thorntons | | Clarksville | | IN | | — |
| | 1,319 |
| | 687 |
| | — |
| | 2,006 |
| | (264 | ) | | 2/7/2014 | | 2005 |
| Thorntons | | Jeffersonville | | IN | | — |
| | 1,233 |
| | 1,533 |
| | — |
| | 2,766 |
| | (527 | ) | | 2/7/2014 | | 1995 |
| Thorntons | | Franklin Park | | IL | | — |
| | 1,403 |
| | 1,882 |
| | — |
| | 3,285 |
| | (597 | ) | | 2/7/2014 | | 1989 |
| Thorntons | | Westmont | | IL | | — |
| | 760 |
| | 3,069 |
| | — |
| | 3,829 |
| | (930 | ) | | 2/7/2014 | | 1997 |
| Thorntons | | Springfield | | IL | | — |
| | 926 |
| | 2,514 |
| | — |
| | 3,440 |
| | (898 | ) | | 2/7/2014 | | 1994 |
| Thorntons | | Ottawa | | IL | | — |
| | 565 |
| | 2,003 |
| | — |
| | 2,568 |
| | (656 | ) | | 2/7/2014 | | 2006 |
| Thorntons | | Bloomington | | IL | | — |
| | 1,184 |
| | 733 |
| | — |
| | 1,917 |
| | (261 | ) | | 2/7/2014 | | 1992 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Lenox | | GA | | — |
| | 90 |
| | 809 |
| | — |
| | 899 |
| | (230 | ) | | 11/9/2012 | | 2012 |
| Family Dollar | | Lindale | | GA | | — |
| | 227 |
| | 966 |
| | — |
| | 1,193 |
| | (142 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Macon | | GA | | — |
| | 300 |
| | 893 |
| | — |
| | 1,193 |
| | (130 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Macon | | GA | | 673 |
| | 230 |
| | 851 |
| | — |
| | 1,081 |
| | (183 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Marietta | | GA | | — |
| | 366 |
| | 749 |
| | — |
| | 1,115 |
| | (165 | ) | | 2/19/2014 | | 2013 |
| Family Dollar | | Marietta | | GA | | — |
| | 582 |
| | 1,126 |
| | — |
| | 1,708 |
| | (162 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Omega | | GA | | — |
| | 167 |
| | 716 |
| | — |
| | 883 |
| | (154 | ) | | 3/12/2014 | | 2013 |
| Family Dollar | | Richland | | GA | | — |
| | 125 |
| | 859 |
| | — |
| | 984 |
| | (125 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Riverdale | | GA | | — |
| | 310 |
| | 1,188 |
| | — |
| | 1,498 |
| | (164 | ) | | 9/26/2014 | | 2014 |
| Family Dollar | | Vienna | | GA | | — |
| | 62 |
| | 721 |
| | — |
| | 783 |
| | (155 | ) | | 3/12/2014 | | 2013 |
| Family Dollar | | Des Moines | | IA | | 822 |
| | 411 |
| | 871 |
| | — |
| | 1,282 |
| | (191 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Fort Dodge | | IA | | 408 |
| | 152 |
| | 449 |
| | — |
| | 601 |
| | (104 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Arco | | ID | | — |
| | 76 |
| | 684 |
| | — |
| | 760 |
| | (198 | ) | | 9/18/2012 | | 2012 |
| Family Dollar | | Homedale | | ID | | 973 |
| | 59 |
| | 1,387 |
| | — |
| | 1,446 |
| | (299 | ) | | 2/7/2014 | | 2006 |
| Family Dollar | | Kimberly | | ID | | — |
| | 219 |
| | 657 |
| | — |
| | 876 |
| | (174 | ) | | 4/10/2013 | | 2013 |
| Family Dollar | | Mount Vernon | | IL | | — |
| | 117 |
| | 1,050 |
| | — |
| | 1,167 |
| | (263 | ) | | 7/11/2013 | | 2012 |
| Family Dollar | | Pulaski | | IL | | — |
| | 31 |
| | 588 |
| | — |
| | 619 |
| | (166 | ) | | 12/31/2012 | | 2012 |
| Family Dollar | | University Park | | IL | | — |
| | 295 |
| | 688 |
| | — |
| | 983 |
| | (163 | ) | | 10/29/2013 | | 2013 |
| Family Dollar | | Brookston | | IN | | — |
| | 126 |
| | 715 |
| | — |
| | 841 |
| | (205 | ) | | 10/1/2012 | | 2012 |
| Family Dollar | | Indianapolis | | IN | | 613 |
| | 375 |
| | 707 |
| | — |
| | 1,082 |
| | (139 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Lake Village | | IN | | — |
| | 154 |
| | 752 |
| | — |
| | 906 |
| | (309 | ) | | 4/30/2014 | | 2013 |
| Family Dollar | | Mitchell | | IN | | — |
| | 101 |
| | 1,119 |
| | — |
| | 1,220 |
| | (166 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Princeton | | IN | | 526 |
| | 300 |
| | 486 |
| | — |
| | 786 |
| | (109 | ) | | 2/7/2014 | | 2000 |
| Family Dollar | | Seymour | | IN | | — |
| | 238 |
| | 764 |
| | — |
| | 1,002 |
| | (169 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Terre Haute | | IN | | 394 |
| | 235 |
| | 427 |
| | — |
| | 662 |
| | (91 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Greensburg | | KS | | — |
| | 80 |
| | 718 |
| | — |
| | 798 |
| | (173 | ) | | 9/9/2013 | | 2012 |
| Family Dollar | | Kansas City | | KS | | — |
| | 290 |
| | 1,170 |
| | (5 | ) | | 1,455 |
| | (178 | ) | | 11/6/2014 | | 1995 |
| Family Dollar | | Kansas City | | KS | | — |
| | 352 |
| | 1,026 |
| | — |
| | 1,378 |
| | (159 | ) | | 12/18/2014 | | 1995 |
| Family Dollar | | Kansas City | | KS | | 982 |
| | 154 |
| | 1,367 |
| | — |
| | 1,521 |
| | (287 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Topeka | | KS | | — |
| | 177 |
| | 1,405 |
| | — |
| | 1,582 |
| | (304 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Wichita | | KS | | — |
| | 216 |
| | 1,035 |
| | — |
| | 1,251 |
| | (148 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Bowling Green | | KY | | — |
| | 334 |
| | 951 |
| | — |
| | 1,285 |
| | (137 | ) | | 8/28/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Thorntons | | Joliet | | IL | | — |
| | 953 |
| | 2,539 |
| | — |
| | 3,492 |
| | (803 | ) | | 2/7/2014 | | 2000 |
| Thorntons | | Summit | | IL | | — |
| | 2,233 |
| | 109 |
| | — |
| | 2,342 |
| | (45 | ) | | 2/7/2014 | | 2000 |
| Thorntons | | Waukegan | | IL | | — |
| | 875 |
| | 1,421 |
| | — |
| | 2,296 |
| | (458 | ) | | 2/7/2014 | | 1999 |
| Thorntons | | Plainfield | | IL | | — |
| | 862 |
| | 1,338 |
| | — |
| | 2,200 |
| | (450 | ) | | 2/7/2014 | | 1995 |
| Thorntons | | South Elgin | | IL | | — |
| | 1,239 |
| | 1,688 |
| | — |
| | 2,927 |
| | (585 | ) | | 2/7/2014 | | 1995 |
| Thorntons | | Galloway | | OH | | — |
| | 547 |
| | 1,550 |
| | — |
| | 2,097 |
| | (489 | ) | | 2/7/2014 | | 1998 |
| Thorntons | | Terre Haute | | IN | | — |
| | 732 |
| | 1,829 |
| | — |
| | 2,561 |
| | (602 | ) | | 2/7/2014 | | 1995 |
| Thorntons | | Henderson | | KY | | — |
| | 659 |
| | 3,271 |
| | — |
| | 3,930 |
| | (1,039 | ) | | 2/7/2014 | | 1971 |
| Thorntons | | Evansville | | IN | | — |
| | 467 |
| | 1,479 |
| | — |
| | 1,946 |
| | (481 | ) | | 2/7/2014 | | 1987 |
| Thorntons | | Evansville | | IN | | — |
| | 602 |
| | 1,398 |
| | — |
| | 2,000 |
| | (454 | ) | | 2/7/2014 | | 1990 |
| Thorntons | | Henderson | | KY | | — |
| | 483 |
| | 1,778 |
| | — |
| | 2,261 |
| | (523 | ) | | 2/7/2014 | | 2007 |
| Thorntons | | Shelbyville | | KY | | — |
| | 299 |
| | 2,036 |
| | — |
| | 2,335 |
| | (625 | ) | | 2/7/2014 | | 1991 |
| Thorntons | | Louisville | | KY | | — |
| | 637 |
| | 1,680 |
| | — |
| | 2,317 |
| | (486 | ) | | 2/7/2014 | | 1994 |
| Thorntons | | Edinburgh | | IN | | — |
| | 685 |
| | 1,505 |
| | — |
| | 2,190 |
| | (485 | ) | | 2/7/2014 | | 1996 |
| Thorntons | | Oaklawn | | IL | | — |
| | 1,203 |
| | 898 |
| | 278 |
| | 2,379 |
| | (307 | ) | | 2/7/2014 | | 1994 |
| Advance Auto Parts | | Bedford | | IN | | 760 |
| | 100 |
| | 1,386 |
| | — |
| | 1,486 |
| | (386 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Bethel | | OH | | 730 |
| | 234 |
| | 1,305 |
| | — |
| | 1,539 |
| | (361 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Crestwood | | KY | | 1,030 |
| | 400 |
| | 1,546 |
| | — |
| | 1,946 |
| | (416 | ) | | 2/7/2014 | | 2009 |
| Advance Auto Parts | | Louisville | | KY | | 740 |
| | 336 |
| | 1,289 |
| | — |
| | 1,625 |
| | (347 | ) | | 2/7/2014 | | 2009 |
| Best Buy | | Indianapolis | | IN | | — |
| | 665 |
| | 4,775 |
| | — |
| | 5,440 |
| | (1,410 | ) | | 2/7/2014 | | 2009 |
| Stripes | | Fort Stockton | | TX | | — |
| | 1,237 |
| | 3,812 |
| | — |
| | 5,049 |
| | (1,392 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Portales | | NM | | — |
| | 306 |
| | 2,595 |
| | — |
| | 2,901 |
| | (853 | ) | | 2/7/2014 | | 2010 |
| Bed Bath & Beyond | | San Marcos | | TX | | 12,480 |
| | 5,287 |
| | 20,357 |
| | 171 |
| | 25,815 |
| | (5,533 | ) | | 2/7/2014 | | 2006 |
| LA Fitness | | Indianapolis | | IN | | — |
| | 1,279 |
| | 8,970 |
| | — |
| | 10,249 |
| | (2,619 | ) | | 2/7/2014 | | 2009 |
| Best Buy | | Marquette | | MI | | — |
| | 836 |
| | 4,207 |
| | 1,111 |
| | 6,154 |
| | (1,554 | ) | | 2/7/2014 | | 2010 |
| Family Fare | | Battle Creek | | MI | | — |
| | 1,393 |
| | 7,950 |
| | — |
| | 9,343 |
| | (2,379 | ) | | 2/7/2014 | | 2010 |
| Lowe's | | Columbia | | SC | | — |
| | 5,485 |
| | — |
| | — |
| | 5,485 |
| | — |
| | 2/7/2014 | | 1994 |
| Dick's Sporting Goods | | Jackson | | TN | | — |
| | 1,346 |
| | 6,106 |
| | — |
| | 7,452 |
| | (1,793 | ) | | 2/7/2014 | | 2007 |
| Petco | | Dardenne Prairie | | MO | | — |
| | 806 |
| | 3,024 |
| | — |
| | 3,830 |
| | (786 | ) | | 2/7/2014 | | 2009 |
| Kohl's | | Saginaw | | MI | | — |
| | 1,110 |
| | 6,932 |
| | 104 |
| | 8,146 |
| | (1,710 | ) | | 2/7/2014 | | 2011 |
| St. Luke's Urgent Care | | Creve Coeur | | MO | | — |
| | 1,644 |
| | 4,497 |
| | — |
| | 6,141 |
| | (1,436 | ) | | 2/7/2014 | | 2010 |
| Best Buy | | Norton Shores | | MI | | — |
| | 1,568 |
| | 4,099 |
| | — |
| | 5,667 |
| | (1,206 | ) | | 2/7/2014 | | 2001 |
| CVS | | Edison | | NJ | | — |
| | 3,318 |
| | — |
| | — |
| | 3,318 |
| | — |
| | 2/7/2014 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Carlisle | | KY | | — |
| | 157 |
| | 871 |
| | — |
| | 1,028 |
| | (128 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Garrison | | KY | | — |
| | 134 |
| | 737 |
| | — |
| | 871 |
| | (170 | ) | | 2/20/2014 | | 2012 |
| Family Dollar | | Rockholds | | KY | | — |
| | 121 |
| | 988 |
| | — |
| | 1,109 |
| | (147 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Abbeville | | LA | | 740 |
| | 141 |
| | 949 |
| | — |
| | 1,090 |
| | (209 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Alexandria | | LA | | 458 |
| | 168 |
| | 579 |
| | — |
| | 747 |
| | (123 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Arcadia | | LA | | — |
| | 51 |
| | 704 |
| | — |
| | 755 |
| | (165 | ) | | 2/20/2014 | | 2010 |
| Family Dollar | | Avondale | | LA | | — |
| | 381 |
| | 1,255 |
| | — |
| | 1,636 |
| | (181 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Chalmette | | LA | | — |
| | 751 |
| | 615 |
| | — |
| | 1,366 |
| | (183 | ) | | 5/3/2012 | | 2011 |
| Family Dollar | | Farmerville | | LA | | 722 |
| | 110 |
| | 968 |
| | — |
| | 1,078 |
| | (209 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Kentwood | | LA | | 683 |
| | 117 |
| | 877 |
| | — |
| | 994 |
| | (194 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | New Orleans | | LA | | 1,146 |
| | 547 |
| | 1,252 |
| | — |
| | 1,799 |
| | (268 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Shreveport | | LA | | 892 |
| | 177 |
| | 1,177 |
| | — |
| | 1,354 |
| | (252 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Tickfaw | | LA | | — |
| | 181 |
| | 543 |
| | — |
| | 724 |
| | (165 | ) | | 3/30/2012 | | 2011 |
| Family Dollar | | Westwego | | LA | | — |
| | 332 |
| | 1,052 |
| | — |
| | 1,384 |
| | (155 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Lynn | | MA | | 1,222 |
| | 400 |
| | 1,547 |
| | — |
| | 1,947 |
| | (324 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Barryton | | MI | | — |
| | 32 |
| | 599 |
| | — |
| | 631 |
| | (169 | ) | | 12/18/2012 | | 2012 |
| Family Dollar | | Birch Run | | MI | | — |
| | 81 |
| | 729 |
| | 86 |
| | 896 |
| | (189 | ) | | 7/11/2013 | | 1950 |
| Family Dollar | | Brooklyn | | MI | | — |
| | 150 |
| | 634 |
| | — |
| | 784 |
| | (140 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Detroit | | MI | | — |
| | 130 |
| | 1,169 |
| | — |
| | 1,299 |
| | (332 | ) | | 11/27/2012 | | 2011 |
| Family Dollar | | Detroit | | MI | | — |
| | 106 |
| | 956 |
| | — |
| | 1,062 |
| | (248 | ) | | 5/2/2013 | | 1964 |
| Family Dollar | | Detroit | | MI | | — |
| | 110 |
| | 1,051 |
| | — |
| | 1,161 |
| | (159 | ) | | 8/28/2014 | | 2005 |
| Family Dollar | | Flint | | MI | | — |
| | 162 |
| | 1,027 |
| | — |
| | 1,189 |
| | (243 | ) | | 2/26/2014 | | 2014 |
| Family Dollar | | Hudson | | MI | | 833 |
| | 108 |
| | 1,020 |
| | — |
| | 1,128 |
| | (235 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Jackson | | MI | | — |
| | 93 |
| | 525 |
| | — |
| | 618 |
| | (127 | ) | | 9/12/2013 | | 2007 |
| Family Dollar | | Kentwood | | MI | | 739 |
| | 389 |
| | 919 |
| | — |
| | 1,308 |
| | (181 | ) | | 2/7/2014 | | 2001 |
| Family Dollar | | Monroe | | MI | | — |
| | 243 |
| | 1,061 |
| | — |
| | 1,304 |
| | (155 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Newaygo | | MI | | 689 |
| | 317 |
| | 677 |
| | — |
| | 994 |
| | (156 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Pontiac | | MI | | 962 |
| | 136 |
| | 1,249 |
| | — |
| | 1,385 |
| | (276 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Remus | | MI | | — |
| | 49 |
| | 992 |
| | — |
| | 1,041 |
| | (231 | ) | | 1/2/2014 | | 2012 |
| Family Dollar | | Saginaw | | MI | | — |
| | 164 |
| | 1,086 |
| | — |
| | 1,250 |
| | (242 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Tustin | | MI | | — |
| | 33 |
| | 633 |
| | — |
| | 666 |
| | (178 | ) | | 12/18/2012 | | 1995 |
| Family Dollar | | Crosby | | MN | | — |
| | 49 |
| | 928 |
| | — |
| | 977 |
| | (232 | ) | | 7/11/2013 | | 1985 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| LA Fitness | | Marana | | AZ | | — |
| | 1,284 |
| | 8,322 |
| | — |
| | 9,606 |
| | (2,523 | ) | | 2/7/2014 | | 2011 |
| DaVita Dialysis | | Grand Rapids | | MI | | — |
| | 215 |
| | 1,794 |
| | — |
| | 2,009 |
| | (450 | ) | | 2/7/2014 | | 1997 |
| Advance Auto Parts | | Charlotte | | NC | | — |
| | 723 |
| | 883 |
| | — |
| | 1,606 |
| | (253 | ) | | 2/7/2014 | | 2001 |
| Advance Auto Parts | | Rock Hill | | SC | | — |
| | 506 |
| | 915 |
| | 45 |
| | 1,466 |
| | (257 | ) | | 2/7/2014 | | 1995 |
| Walgreens | | Medina | | OH | | — |
| | 820 |
| | 4,585 |
| | 81 |
| | 5,486 |
| | (1,333 | ) | | 2/7/2014 | | 2001 |
| Walgreens | | Chicago | | IL | | — |
| | 952 |
| | 3,235 |
| | — |
| | 4,187 |
| | (950 | ) | | 2/7/2014 | | 2003 |
| Walgreens | | Decatur | | GA | | — |
| | 1,746 |
| | 3,337 |
| | — |
| | 5,083 |
| | (1,005 | ) | | 2/7/2014 | | 2001 |
| Hobby Lobby | | Avon | | IN | | — |
| | 1,439 |
| | 5,855 |
| | 115 |
| | 7,409 |
| | (1,614 | ) | | 2/7/2014 | | 2007 |
| Walgreens | | Chicago | | IL | | — |
| | 911 |
| | 4,830 |
| | 46 |
| | 5,787 |
| | (1,388 | ) | | 2/7/2014 | | 2000 |
| Best Buy | | Kenosha | | WI | | — |
| | 1,925 |
| | 5,503 |
| | 127 |
| | 7,555 |
| | (1,614 | ) | | 2/7/2014 | | 2008 |
| Bi-Lo, LLC | | Greenwood | | SC | | — |
| | 533 |
| | 4,212 |
| | — |
| | 4,745 |
| | (1,245 | ) | | 2/7/2014 | | 1999 |
| FedEx | | McComb | | MS | | — |
| | 548 |
| | 3,268 |
| | 2,212 |
| | 6,028 |
| | (1,135 | ) | | 2/7/2014 | | 2008 |
| Vacant | | Prattville | | AL | | — |
| | 1,038 |
| | 1,802 |
| | (1,871 | ) | | 969 |
| | (145 | ) | | 2/7/2014 | | 1997 |
| Golden Corral | | Cullman | | AL | | — |
| | 847 |
| | 2,390 |
| | (2,143 | ) | | 1,094 |
| | (177 | ) | | 2/7/2014 | | 1996 |
| Vacant | | Columbus | | GA | | — |
| | 1,307 |
| | 2,529 |
| | (2,876 | ) | | 960 |
| | (152 | ) | | 2/7/2014 | | 2002 |
| Ryan's Buffet | | Commerce | | GA | | — |
| | 962 |
| | 1,470 |
| | (647 | ) | | 1,785 |
| | (323 | ) | | 2/7/2014 | | 1996 |
| Ryan's Buffet | | Rome | | GA | | — |
| | 831 |
| | 1,848 |
| | (918 | ) | | 1,761 |
| | (329 | ) | | 2/7/2014 | | 1983 |
| Longhorn Steakhouse | | Paducah | | KY | | — |
| | 1,121 |
| | 1,443 |
| | (2,022 | ) | | 542 |
| | (13 | ) | | 2/7/2014 | | 1995 |
| Golden Corral | | Owensboro | | KY | | — |
| | 1,244 |
| | 1,656 |
| | (1,942 | ) | | 958 |
| | (130 | ) | | 2/7/2014 | | 1997 |
| Vacant | | Bossier City | | LA | | — |
| | 1,168 |
| | 2,594 |
| | (2,883 | ) | | 879 |
| | (136 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Horn Lake | | MS | | — |
| | 925 |
| | 2,463 |
| | (2,320 | ) | | 1,068 |
| | (173 | ) | | 2/7/2014 | | 1995 |
| Ryan's Buffet | | Asheville | | NC | | — |
| | 1,261 |
| | 2,204 |
| | (1,180 | ) | | 2,285 |
| | (407 | ) | | 2/7/2014 | | 1996 |
| Golden Corral | | Coon Rapids | | MN | | — |
| | 1,611 |
| | 2,188 |
| | (2,894 | ) | | 905 |
| | (111 | ) | | 2/7/2014 | | 2003 |
| Vacant | | Sevierville | | TN | | — |
| | 1,443 |
| | 430 |
| | (750 | ) | | 1,123 |
| | (109 | ) | | 2/7/2014 | | 2003 |
| Golden Corral | | Beckley | | WV | | — |
| | 1,248 |
| | 2,258 |
| | (2,508 | ) | | 998 |
| | (151 | ) | | 2/7/2014 | | 1995 |
| LA Fitness | | Broadview | | IL | | — |
| | 3,345 |
| | 8,763 |
| | 276 |
| | 12,384 |
| | (2,611 | ) | | 2/7/2014 | | 2010 |
| Glen's Market | | Manistee | | MI | | — |
| | 294 |
| | 6,694 |
| | — |
| | 6,988 |
| | (1,890 | ) | | 2/7/2014 | | 2009 |
| Stripes | | Odessa | | TX | | — |
| | 301 |
| | 2,895 |
| | — |
| | 3,196 |
| | (918 | ) | | 2/7/2014 | | 2011 |
| Banner Life Insurance | | Urbana | | MD | | 19,483 |
| | 2,733 |
| | 31,483 |
| | — |
| | 34,216 |
| | (8,103 | ) | | 2/7/2014 | | 2011 |
| ConAgra Brands | | Milton | | PA | | — |
| | 5,656 |
| | 27,242 |
| | — |
| | 32,898 |
| | (6,973 | ) | | 2/7/2014 | | 1991 |
| Dahl's | | Johnston | | IA | | — |
| | 3,202 |
| | 6,644 |
| | — |
| | 9,846 |
| | (2,021 | ) | | 2/7/2014 | | 2000 |
| Dahl's | | Des Moines | | IA | | — |
| | 2,871 |
| | 11,761 |
| | — |
| | 14,632 |
| | (3,459 | ) | | 2/7/2014 | | 2011 |
| Dahl's | | Des Moines | | IA | | — |
| | 628 |
| | 3,947 |
| | — |
| | 4,575 |
| | (1,187 | ) | | 2/7/2014 | | 1947 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Ely | | MN | | — |
| | 231 |
| | 1,008 |
| | — |
| | 1,239 |
| | (227 | ) | | 2/27/2014 | | 2014 |
| Family Dollar | | Intrnatnl Falls | | MN | | — |
| | 32 |
| | 608 |
| | — |
| | 640 |
| | (147 | ) | | 9/30/2013 | | 1966 |
| Family Dollar | | St. Peter | | MN | | 409 |
| | 93 |
| | 566 |
| | — |
| | 659 |
| | (116 | ) | | 2/7/2014 | | 1960 |
| Family Dollar | | Berkeley | | MO | | 969 |
| | 179 |
| | 1,391 |
| | — |
| | 1,570 |
| | (283 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Kansas City | | MO | | 683 |
| | 277 |
| | 812 |
| | — |
| | 1,089 |
| | (171 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Kansas City | | MO | | 1,211 |
| | 119 |
| | 1,705 |
| | — |
| | 1,824 |
| | (364 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Kansas City | | MO | | 970 |
| | 142 |
| | 1,338 |
| | — |
| | 1,480 |
| | (283 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Marble Hill | | MO | | — |
| | 38 |
| | 719 |
| | — |
| | 757 |
| | (177 | ) | | 8/29/2013 | | 2013 |
| Family Dollar | | Raytown | | MO | | — |
| | 415 |
| | — |
| | 1,287 |
| | 1,702 |
| | (139 | ) | | 2/20/2015 | | 2014 |
| Family Dollar | | St Louis | | MO | | — |
| | 168 |
| | 671 |
| | (4 | ) | | 835 |
| | (200 | ) | | 4/2/2012 | | 2006 |
| Family Dollar | | St Louis | | MO | | 972 |
| | 215 |
| | 1,357 |
| | — |
| | 1,572 |
| | (279 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | St Louis | | MO | | — |
| | 258 |
| | 1,310 |
| | — |
| | 1,568 |
| | (269 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | St. Louis | | MO | | — |
| | 445 |
| | 1,038 |
| | — |
| | 1,483 |
| | (298 | ) | | 10/23/2012 | | 2012 |
| Family Dollar | | Bassfield | | MS | | — |
| | 96 |
| | 752 |
| | — |
| | 848 |
| | (172 | ) | | 2/19/2014 | | 2013 |
| Family Dollar | | Biloxi | | MS | | — |
| | 310 |
| | 575 |
| | — |
| | 885 |
| | (174 | ) | | 3/30/2012 | | 2012 |
| Family Dollar | | Canton | | MS | | — |
| | 210 |
| | 1,142 |
| | — |
| | 1,352 |
| | (165 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Carriere | | MS | | — |
| | 200 |
| | 599 |
| | — |
| | 799 |
| | (182 | ) | | 3/30/2012 | | 2012 |
| Family Dollar | | D'Iberville | | MS | | — |
| | 241 |
| | 561 |
| | 1 |
| | 803 |
| | (168 | ) | | 5/21/2012 | | 2012 |
| Family Dollar | | Drew | | MS | | — |
| | 11 |
| | 1,039 |
| | — |
| | 1,050 |
| | (177 | ) | | 8/28/2014 | | 1989 |
| Family Dollar | | Greenville | | MS | | — |
| | 125 |
| | 872 |
| | — |
| | 997 |
| | (189 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Gulfport | | MS | | — |
| | 209 |
| | 626 |
| | — |
| | 835 |
| | (187 | ) | | 5/21/2012 | | 2012 |
| Family Dollar | | Gulfport | | MS | | — |
| | 270 |
| | 629 |
| | — |
| | 899 |
| | (182 | ) | | 9/20/2012 | | 2012 |
| Family Dollar | | Gulfport | | MS | | — |
| | 218 |
| | 654 |
| | — |
| | 872 |
| | (186 | ) | | 11/15/2012 | | 2012 |
| Family Dollar | | Gulfport | | MS | | — |
| | 312 |
| | 1,237 |
| | — |
| | 1,549 |
| | (269 | ) | | 2/7/2014 | | 2007 |
| Family Dollar | | Hattiesburg | | MS | | — |
| | 225 |
| | 674 |
| | — |
| | 899 |
| | (188 | ) | | 1/30/2013 | | 2012 |
| Family Dollar | | Horn Lake | | MS | | — |
| | 225 |
| | 676 |
| | — |
| | 901 |
| | (197 | ) | | 8/22/2012 | | 2012 |
| Family Dollar | | Kiln | | MS | | — |
| | 106 |
| | 650 |
| | — |
| | 756 |
| | (185 | ) | | 11/14/2012 | | 2012 |
| Family Dollar | | Laurel | | MS | | — |
| | 225 |
| | 723 |
| | — |
| | 948 |
| | (166 | ) | | 2/19/2014 | | 2013 |
| Family Dollar | | Natchez | | MS | | — |
| | 289 |
| | 749 |
| | — |
| | 1,038 |
| | (142 | ) | | 8/28/2014 | | 1982 |
| Family Dollar | | Okolona | | MS | | — |
| | 64 |
| | 578 |
| | — |
| | 642 |
| | (170 | ) | | 7/31/2012 | | 2012 |
| Family Dollar | | Pearl | | MS | | — |
| | 342 |
| | 1,001 |
| | — |
| | 1,343 |
| | (143 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Philadelphia | | MS | | — |
| | 53 |
| | 897 |
| | — |
| | 950 |
| | (132 | ) | | 8/28/2014 | | 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dahl's | | Des Moines | | IA | | — |
| | 1,163 |
| | 1,649 |
| | — |
| | 2,812 |
| | (508 | ) | | 2/7/2014 | | 1959 |
| Advance Auto Parts | | Vermilion | | OH | | — |
| | 337 |
| | 1,079 |
| | — |
| | 1,416 |
| | (320 | ) | | 2/7/2014 | | 2006 |
| Advance Auto Parts | | Massillon | | OH | | — |
| | 218 |
| | 1,987 |
| | — |
| | 2,205 |
| | (549 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Monroe | | MI | | — |
| | 549 |
| | 1,434 |
| | — |
| | 1,983 |
| | (393 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | South Lyon | | MI | | — |
| | 402 |
| | 1,607 |
| | — |
| | 2,009 |
| | (435 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Clarkston | | MI | | — |
| | 2,768 |
| | 3,197 |
| | — |
| | 5,965 |
| | (964 | ) | | 2/7/2014 | | 2000 |
| Owens Corning | | Newark | | OH | | — |
| | 725 |
| | 13,013 |
| | — |
| | 13,738 |
| | (3,227 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Grayson | | KY | | — |
| | 540 |
| | 2,709 |
| | — |
| | 3,249 |
| | (666 | ) | | 2/7/2014 | | 2011 |
| California Pizza Kitchen | | Alpharetta | | GA | | — |
| | 1,279 |
| | 3,249 |
| | — |
| | 4,528 |
| | (1,031 | ) | | 2/7/2014 | | 1994 |
| California Pizza Kitchen | | Atlanta | | GA | | — |
| | 2,307 |
| | 1,857 |
| | — |
| | 4,164 |
| | (639 | ) | | 2/7/2014 | | 1993 |
| California Pizza Kitchen | | Grapevine | | TX | | — |
| | 1,544 |
| | 2,250 |
| | — |
| | 3,794 |
| | (731 | ) | | 2/7/2014 | | 1994 |
| California Pizza Kitchen | | Paradise Valley | | AZ | | — |
| | 2,285 |
| | 1,480 |
| | — |
| | 3,765 |
| | (520 | ) | | 2/7/2014 | | 1994 |
| California Pizza Kitchen | | Schaumburg | | IL | | — |
| | 1,180 |
| | 3,179 |
| | — |
| | 4,359 |
| | (1,016 | ) | | 2/7/2014 | | 1995 |
| CVS | | Evansville | | IN | | — |
| | 227 |
| | 3,060 |
| | — |
| | 3,287 |
| | (909 | ) | | 2/7/2014 | | 2000 |
| Petsmart | | Westlake Village | | CA | | — |
| | 3,406 |
| | 5,017 |
| | — |
| | 8,423 |
| | (1,277 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Boca Raton | | FL | | — |
| | 3,514 |
| | 4,912 |
| | — |
| | 8,426 |
| | (1,334 | ) | | 2/7/2014 | | 2001 |
| Petsmart | | Lake Mary | | FL | | — |
| | 2,430 |
| | 2,556 |
| | — |
| | 4,986 |
| | (714 | ) | | 2/7/2014 | | 1997 |
| Petsmart | | Plantation | | FL | | — |
| | 965 |
| | 5,302 |
| | — |
| | 6,267 |
| | (1,368 | ) | | 2/7/2014 | | 2001 |
| Petsmart | | Tallahassee | | FL | | — |
| | 1,468 |
| | 1,387 |
| | — |
| | 2,855 |
| | (404 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Evanston | | IL | | — |
| | 1,120 |
| | 6,007 |
| | — |
| | 7,127 |
| | (1,524 | ) | | 2/7/2014 | | 2001 |
| Petsmart | | Braintree | | MA | | — |
| | 2,805 |
| | 8,398 |
| | — |
| | 11,203 |
| | (2,071 | ) | | 2/7/2014 | | 1996 |
| Petsmart | | Oxon Hill | | MD | | — |
| | 1,722 |
| | 4,389 |
| | — |
| | 6,111 |
| | (1,153 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Flint | | MI | | — |
| | 606 |
| | 3,839 |
| | — |
| | 4,445 |
| | (997 | ) | | 2/7/2014 | | ��1996 |
| Petsmart | | Dallas | | TX | | — |
| | 470 |
| | 6,089 |
| | — |
| | 6,559 |
| | (1,483 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Southlake | | TX | | — |
| | 1,063 |
| | 7,093 |
| | — |
| | 8,156 |
| | (1,761 | ) | | 2/7/2014 | | 1998 |
| DaVita Dialysis | | Augusta | | GA | | — |
| | 118 |
| | 1,818 |
| | 47 |
| | 1,983 |
| | (394 | ) | | 2/7/2014 | | 2000 |
| DaVita Dialysis | | Douglasville | | GA | | — |
| | 119 |
| | 1,858 |
| | — |
| | 1,977 |
| | (403 | ) | | 2/7/2014 | | 2001 |
| Food Lion | | Moyock | | NC | | — |
| | 1,269 |
| | 2,950 |
| | 266 |
| | 4,485 |
| | (964 | ) | | 2/7/2014 | | 1999 |
| Walgreens | | Watertown | | NY | | — |
| | 2,937 |
| | 2,664 |
| | — |
| | 5,601 |
| | (815 | ) | | 2/7/2014 | | 2006 |
| Best Buy | | Richmond | | IN | | — |
| | 549 |
| | 4,429 |
| | — |
| | 4,978 |
| | (1,334 | ) | | 2/7/2014 | | 2011 |
| Walgreens | | Bartlett | | TN | | — |
| | 2,358 |
| | 2,194 |
| | — |
| | 4,552 |
| | (649 | ) | | 2/7/2014 | | 2001 |
| Dick's Sporting Goods | | Charleston | | SC | | — |
| | 3,733 |
| | 5,025 |
| | — |
| | 8,758 |
| | (1,579 | ) | | 2/7/2014 | | 2005 |
| Petsmart | | Parma | | OH | | — |
| | 1,288 |
| | 3,527 |
| | — |
| | 4,815 |
| | (917 | ) | | 2/7/2014 | | 1996 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Anaconda | | MT | | — |
| | 164 |
| | 1,058 |
| | — |
| | 1,222 |
| | (159 | ) | | 9/30/2014 | | 2014 |
| Family Dollar | | Ennis | | MT | | — |
| | 246 |
| | — |
| | 773 |
| | 1,019 |
| | (142 | ) | | 1/8/2015 | | 2014 |
| Family Dollar | | Three Forks | | MT | | — |
| | 250 |
| | — |
| | 953 |
| | 1,203 |
| | (88 | ) | | 8/20/2014 | | 2014 |
| Family Dollar | | Whitehall | | MT | | — |
| | 132 |
| | — |
| | 1,064 |
| | 1,196 |
| | (194 | ) | | 3/19/2015 | | 1995 |
| Family Dollar | | Asheboro | | NC | | — |
| | 251 |
| | 932 |
| | — |
| | 1,183 |
| | (139 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Boiling Springs | | NC | | — |
| | 322 |
| | 767 |
| | — |
| | 1,089 |
| | (109 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Burlington | | NC | | — |
| | 291 |
| | 694 |
| | — |
| | 985 |
| | (102 | ) | | 8/28/2014 | | 2012 |
| Family Dollar | | Charlotte | | NC | | — |
| | 352 |
| | 985 |
| | — |
| | 1,337 |
| | (206 | ) | | 4/15/2014 | | 2014 |
| Family Dollar | | Charlotte | | NC | | — |
| | 490 |
| | 1,066 |
| | — |
| | 1,556 |
| | (153 | ) | | 7/2/2014 | | 2014 |
| Family Dollar | | Charlotte | | NC | | — |
| | 412 |
| | 992 |
| | — |
| | 1,404 |
| | (145 | ) | | 6/25/2014 | | 2014 |
| Family Dollar | | Ellerbe | | NC | | — |
| | 225 |
| | 781 |
| | — |
| | 1,006 |
| | (146 | ) | | 5/29/2014 | | 2014 |
| Family Dollar | | Fayetteville | | NC | | — |
| | 267 |
| | 682 |
| | — |
| | 949 |
| | (147 | ) | | 3/14/2014 | | 2013 |
| Family Dollar | | Hickory | | NC | | — |
| | 215 |
| | 785 |
| | — |
| | 1,000 |
| | (115 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Hiddenite | | NC | | — |
| | 221 |
| | 832 |
| | — |
| | 1,053 |
| | (122 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Liberty | | NC | | — |
| | 243 |
| | 802 |
| | — |
| | 1,045 |
| | (117 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Lumberton | | NC | | — |
| | 151 |
| | 603 |
| | — |
| | 754 |
| | (145 | ) | | 9/11/2013 | | 1995 |
| Family Dollar | | Lumberton | | NC | | — |
| | 146 |
| | 1,013 |
| | — |
| | 1,159 |
| | (152 | ) | | 6/20/2014 | | 2014 |
| Family Dollar | | Parkton | | NC | | — |
| | 164 |
| | 894 |
| | — |
| | 1,058 |
| | (127 | ) | | 9/19/2014 | | 2014 |
| Family Dollar | | Raeford | | NC | | — |
| | 428 |
| | 900 |
| | — |
| | 1,328 |
| | (189 | ) | | 4/17/2014 | | 2014 |
| Family Dollar | | Raeford | | NC | | — |
| | 185 |
| | 935 |
| | — |
| | 1,120 |
| | (174 | ) | | 5/29/2014 | | 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Kohl's | | Brownsville | | TX | | — |
| | 2,756 |
| | 3,423 |
| | — |
| | 6,179 |
| | (46 | ) | | 2/7/2014 | | 2007 |
| Stop & Shop | | Cranston | | RI | | — |
| | 4,309 |
| | — |
| | — |
| | 4,309 |
| | — |
| | 2/7/2014 | | 2011 |
| Chuze Fitness | | Highlands Ranch | | CO | | — |
| | 2,850 |
| | 4,795 |
| | 2,262 |
| | 9,907 |
| | (1,311 | ) | | 2/7/2014 | | 2007 |
| PLS Check Cashers | | Tucson | | AZ | | — |
| | 264 |
| | 800 |
| | — |
| | 1,064 |
| | (307 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Calumet Park | | IL | | — |
| | 306 |
| | 1,003 |
| | — |
| | 1,309 |
| | (367 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Chicago | | IL | | — |
| | 451 |
| | 127 |
| | — |
| | 578 |
| | (111 | ) | | 2/7/2014 | | 2001 |
| PLS Check Cashers | | Dallas | | TX | | — |
| | 197 |
| | 1,356 |
| | — |
| | 1,553 |
| | (401 | ) | | 2/7/2014 | | 1983 |
| PLS Check Cashers | | Dallas | | TX | | — |
| | 169 |
| | 1,180 |
| | — |
| | 1,349 |
| | (353 | ) | | 2/7/2014 | | 2003 |
| PLS Check Cashers | | Fort Worth | | TX | | — |
| | 187 |
| | 1,473 |
| | — |
| | 1,660 |
| | (422 | ) | | 2/7/2014 | | 2003 |
| PLS Check Cashers | | Grand Prairie | | TX | | — |
| | 385 |
| | 1,056 |
| | — |
| | 1,441 |
| | (313 | ) | | 2/7/2014 | | 1971 |
| PLS Check Cashers | | Houston | | TX | | — |
| | 158 |
| | 1,293 |
| | — |
| | 1,451 |
| | (353 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Kenosha | | WI | | — |
| | 190 |
| | 693 |
| | — |
| | 883 |
| | (226 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Mesa | | AZ | | — |
| | 187 |
| | 759 |
| | — |
| | 946 |
| | (282 | ) | | 2/7/2014 | | 2006 |
| PLS Check Cashers | | Mesquite | | TX | | — |
| | 261 |
| | 1,388 |
| | — |
| | 1,649 |
| | (440 | ) | | 2/7/2014 | | 2006 |
| PLS Check Cashers | | Phoenix | | AZ | | — |
| | 288 |
| | 677 |
| | — |
| | 965 |
| | (240 | ) | | 2/7/2014 | | 2006 |
| PLS Check Cashers | | Compton | | CA | | — |
| | 475 |
| | 107 |
| | — |
| | 582 |
| | (91 | ) | | 2/7/2014 | | 2005 |
| LA Fitness | | Duncanville | | TX | | — |
| | 1,538 |
| | 10,023 |
| | — |
| | 11,561 |
| | (2,844 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Rincon | | GA | | — |
| | 978 |
| | 2,016 |
| | — |
| | 2,994 |
| | (476 | ) | | 2/7/2014 | | 2007 |
| Petsmart | | Phoenix | | AZ | | 51,250 |
| | 7,308 |
| | 97,510 |
| | 678 |
| | 105,496 |
| | (22,281 | ) | | 2/7/2014 | | 1997 |
| LA Fitness | | Avondale | | AZ | | — |
| | 2,253 |
| | 9,040 |
| | — |
| | 11,293 |
| | (2,645 | ) | | 2/7/2014 | | 2006 |
| Change Healthcare Operations | | Nashville | | TN | | 4,700 |
| | 688 |
| | 10,417 |
| | — |
| | 11,105 |
| | (2,425 | ) | | 2/7/2014 | | 2010 |
| Lowe's | | West Carrollton | | OH | | — |
| | 2,864 |
| | 9,883 |
| | — |
| | 12,747 |
| | (2,433 | ) | | 2/7/2014 | | 1994 |
| CarMax | | Henderson | | NV | | — |
| | 8,542 |
| | 10,396 |
| | — |
| | 18,938 |
| | (3,144 | ) | | 2/7/2014 | | 2002 |
| Hobby Lobby | | Logan | | UT | | — |
| | 2,683 |
| | 3,079 |
| | — |
| | 5,762 |
| | (960 | ) | | 2/7/2014 | | 2008 |
| Best Buy | | Southaven | | MS | | — |
| | 2,045 |
| | 4,318 |
| | — |
| | 6,363 |
| | (1,326 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Brownstown | | MI | | — |
| | 482 |
| | 1,760 |
| | — |
| | 2,242 |
| | (479 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Romulus | | MI | | — |
| | 422 |
| | 1,568 |
| | — |
| | 1,990 |
| | (438 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Washington Twnshp | | MI | | — |
| | 645 |
| | 1,711 |
| | — |
| | 2,356 |
| | (468 | ) | | 2/7/2014 | | 2008 |
| BJ's Wholesale Club | | Deptford | | NJ | | 11,004 |
| | 6,558 |
| | 12,490 |
| | — |
| | 19,048 |
| | (3,104 | ) | | 2/7/2014 | | 1995 |
| BJ's Wholesale Club | | Westminster | | MD | | 13,978 |
| | 6,516 |
| | 13,860 |
| | — |
| | 20,376 |
| | (3,803 | ) | | 2/7/2014 | | 2001 |
| BJ's Wholesale Club | | Pembroke Pines | | FL | | 8,446 |
| | 5,104 |
| | 7,661 |
| | — |
| | 12,765 |
| | (2,251 | ) | | 2/7/2014 | | 1997 |
| BJ's Wholesale Club | | Lancaster | | PA | | 13,621 |
| | 3,400 |
| | 16,782 |
| | — |
| | 20,182 |
| | (4,456 | ) | | 2/7/2014 | | 1996 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| BJ's Wholesale Club | | Greenfield | | MA | | 8,416 |
| | 2,168 |
| | 14,002 |
| | — |
| | 16,170 |
| | (3,381 | ) | | 2/7/2014 | | 1997 |
| BJ's Wholesale Club | | Uxbridge | | MA | | 12,645 |
| | 5,538 |
| | 36,445 |
| | — |
| | 41,983 |
| | (8,127 | ) | | 2/7/2014 | | 2006 |
| BJ's Wholesale Club | | Leominster | | MA | | — |
| | 3,585 |
| | 21,344 |
| | — |
| | 24,929 |
| | (5,117 | ) | | 2/7/2014 | | 1993 |
| BJ's Wholesale Club | | California | | MD | | — |
| | 6,882 |
| | 10,196 |
| | — |
| | 17,078 |
| | (2,827 | ) | | 2/7/2014 | | 2003 |
| BJ's Wholesale Club | | Auburn | | ME | | — |
| | 2,674 |
| | 16,510 |
| | — |
| | 19,184 |
| | (3,852 | ) | | 2/7/2014 | | 1995 |
| BJ's Wholesale Club | | Boynton Beach | | FL | | — |
| | 5,569 |
| | 10,931 |
| | (15 | ) | | 16,485 |
| | (3,097 | ) | | 2/7/2014 | | 2001 |
| BJ's Wholesale Club | | Portsmouth | | NH | | — |
| | 4,216 |
| | 25,454 |
| | — |
| | 29,670 |
| | (5,916 | ) | | 2/7/2014 | | 1993 |
| BJ's Wholesale Club | | Jacksonville | | FL | | — |
| | 5,929 |
| | 16,348 |
| | — |
| | 22,277 |
| | (4,082 | ) | | 2/7/2014 | | 2003 |
| Golden Corral | | Independence | | MO | | — |
| | 1,425 |
| | 2,437 |
| | — |
| | 3,862 |
| | (803 | ) | | 2/7/2014 | | 2010 |
| CVS | | Cherry Hill | | NJ | | — |
| | 2,255 |
| | — |
| | — |
| | 2,255 |
| | — |
| | 2/7/2014 | | 2011 |
| Urban Air Adventure Park | | North Fayette | | PA | | — |
| | 1,990 |
| | 2,700 |
| | 1,060 |
| | 5,750 |
| | (751 | ) | | 2/7/2014 | | 1999 |
| Home Depot | | Kennesaw | | GA | | — |
| | 1,809 |
| | 12,331 |
| | — |
| | 14,140 |
| | (3,184 | ) | | 2/7/2014 | | 2012 |
| DaVita Dialysis | | Willow Grove | | PA | | — |
| | 311 |
| | 3,886 |
| | 51 |
| | 4,248 |
| | (890 | ) | | 2/7/2014 | | 1989 |
| CVS | | Northbrook | | IL | | — |
| | 3,471 |
| | 41,765 |
| | 1,842 |
| | 47,078 |
| | (10,761 | ) | | 2/7/2014 | | 1980 |
| CVS | | Warren | | OH | | — |
| | 560 |
| | 1,622 |
| | 75 |
| | 2,257 |
| | (483 | ) | | 2/7/2014 | | 2008 |
| CVS | | Titusville | | PA | | — |
| | 670 |
| | 683 |
| | 71 |
| | 1,424 |
| | (411 | ) | | 2/7/2014 | | 1998 |
| MedAssets | | Plano | | TX | | — |
| | 10,432 |
| | 45,650 |
| | — |
| | 56,082 |
| | (11,361 | ) | | 2/7/2014 | | 2013 |
| Tractor Supply | | Bainbridge | | GA | | — |
| | 687 |
| | 2,445 |
| | — |
| | 3,132 |
| | (577 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Mishawaka | | IN | | — |
| | 620 |
| | 2,683 |
| | — |
| | 3,303 |
| | (652 | ) | | 2/7/2014 | | 2011 |
| Walgreens | | Albuquerque | | NM | | — |
| | 1,173 |
| | 2,287 |
| | — |
| | 3,460 |
| | (695 | ) | | 2/7/2014 | | 1996 |
| United Technologies | | Bradenton | | FL | | — |
| | 2,692 |
| | 17,973 |
| | — |
| | 20,665 |
| | (4,259 | ) | | 2/7/2014 | | 2004 |
| AGCO | | Duluth | | GA | | 8,600 |
| | 3,503 |
| | 14,842 |
| | 160 |
| | 18,505 |
| | (3,547 | ) | | 2/7/2014 | | 1999 |
| DaVita Dialysis | | Casselberry | | FL | | — |
| | 392 |
| | 2,320 |
| | — |
| | 2,712 |
| | (615 | ) | | 2/7/2014 | | 2007 |
| DaVita Dialysis | | Sanford | | FL | | — |
| | 530 |
| | 2,793 |
| | — |
| | 3,323 |
| | (688 | ) | | 2/7/2014 | | 2005 |
| Hobby Lobby | | Kannapolis | | NC | | — |
| | 1,929 |
| | 4,227 |
| | — |
| | 6,156 |
| | (1,206 | ) | | 2/7/2014 | | 2004 |
| Sam's Club | | Colorado Springs | | CO | | — |
| | 3,347 |
| | 12,652 |
| | — |
| | 15,999 |
| | (3,303 | ) | | 2/7/2014 | | 1998 |
| RaceTrac | | Atlanta | | GA | | — |
| | 1,025 |
| | 1,511 |
| | — |
| | 2,536 |
| | (470 | ) | | 2/7/2014 | | 2004 |
| RaceTrac | | Bellview | | FL | | — |
| | 684 |
| | 3,831 |
| | — |
| | 4,515 |
| | (1,170 | ) | | 2/7/2014 | | 2007 |
| RaceTrac | | Bessemer | | AL | | — |
| | 761 |
| | 2,624 |
| | — |
| | 3,385 |
| | (768 | ) | | 2/7/2014 | | 2003 |
| RaceTrac | | Denton | | TX | | — |
| | 1,030 |
| | 2,645 |
| | — |
| | 3,675 |
| | (742 | ) | | 2/7/2014 | | 2003 |
| RaceTrac | | Houston | | TX | | — |
| | 1,209 |
| | 1,204 |
| | — |
| | 2,413 |
| | (345 | ) | | 2/7/2014 | | 1995 |
| RaceTrac | | Houston | | TX | | — |
| | 1,203 |
| | 1,509 |
| | — |
| | 2,712 |
| | (434 | ) | | 2/7/2014 | | 1997 |
| RaceTrac | | Jacksonville | | FL | | — |
| | 1,065 |
| | 2,863 |
| | — |
| | 3,928 |
| | (939 | ) | | 2/7/2014 | | 2011 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Troy | | NC | | — |
| | 341 |
| | 621 |
| | — |
| | 962 |
| | (100 | ) | | 6/17/2014 | | 2014 |
| Family Dollar | | Fort Yates | | ND | | — |
| | 126 |
| | 715 |
| | — |
| | 841 |
| | (220 | ) | | 1/31/2012 | | 2010 |
| Family Dollar | | New Town | | ND | | — |
| | 105 |
| | 942 |
| | 24 |
| | 1,071 |
| | (291 | ) | | 1/31/2012 | | 2011 |
| Family Dollar | | Rolla | | ND | | — |
| | 83 |
| | 749 |
| | — |
| | 832 |
| | (231 | ) | | 1/31/2012 | | 2010 |
| Family Dollar | | Madison | | NE | | — |
| | 37 |
| | 703 |
| | — |
| | 740 |
| | (218 | ) | | 12/30/2011 | | 2011 |
| Family Dollar | | Omaha | | NE | | — |
| | 196 |
| | 1,334 |
| | — |
| | 1,530 |
| | (231 | ) | | 12/19/2014 | | 1995 |
| Family Dollar | | Omaha | | NE | | — |
| | 141 |
| | 1,159 |
| | 3 |
| | 1,303 |
| | (190 | ) | | 12/18/2014 | | 1995 |
| Family Dollar | | Rushville | | NE | | — |
| | 125 |
| | 499 |
| | — |
| | 624 |
| | (132 | ) | | 4/26/2013 | | 2007 |
| Family Dollar | | Lancaster | | NH | | — |
| | 456 |
| | 1,294 |
| | (2 | ) | | 1,748 |
| | (174 | ) | | 12/12/2014 | | 1989 |
| Family Dollar | | Stratford | | NJ | | — |
| | 378 |
| | 1,511 |
| | (174 | ) | | 1,715 |
| | (170 | ) | | 12/31/2014 | | 2014 |
| Family Dollar | | Alamorgordo | | NM | | 524 |
| | 161 |
| | 675 |
| | — |
| | 836 |
| | (139 | ) | | 2/7/2014 | | 2001 |
| Family Dollar | | Belen | | NM | | — |
| | 350 |
| | — |
| | 969 |
| | 1,319 |
| | (122 | ) | | 5/29/2015 | | 2014 |
| Family Dollar | | Carrizozo | | NM | | — |
| | 250 |
| | — |
| | 1,113 |
| | 1,363 |
| | (120 | ) | | 3/6/2015 | | 2014 |
| Family Dollar | | Chimayo | | NM | | — |
| | 158 |
| | 632 |
| | (15 | ) | | 775 |
| | (174 | ) | | 1/30/2013 | | 2009 |
| Family Dollar | | Cloudcroft | | NM | | — |
| | 184 |
| | 1,344 |
| | — |
| | 1,528 |
| | (212 | ) | | 12/18/2014 | | 1995 |
| Family Dollar | | Clovis | | NM | | 657 |
| | 119 |
| | 854 |
| | — |
| | 973 |
| | (184 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Gallup | | NM | | — |
| | 221 |
| | 1,366 |
| | — |
| | 1,587 |
| | (307 | ) | | 2/7/2014 | | 2007 |
| Family Dollar | | Hernandez | | NM | | 1,152 |
| | 140 |
| | 1,434 |
| | — |
| | 1,574 |
| | (321 | ) | | 2/7/2014 | | 2008 |
| Family Dollar | | Logan | | NM | | — |
| | 80 |
| | — |
| | 1,147 |
| | 1,227 |
| | (124 | ) | | 5/29/2015 | | 2015 |
| Family Dollar | | Lovington | | NM | | — |
| | 54 |
| | 722 |
| | — |
| | 776 |
| | (107 | ) | | 6/30/2014 | | 2014 |
| Family Dollar | | Mountainair | | NM | | — |
| | 84 |
| | 752 |
| | — |
| | 836 |
| | (221 | ) | | 7/16/2012 | | 2011 |
| Family Dollar | | Roswell | | NM | | 766 |
| | 140 |
| | 953 |
| | — |
| | 1,093 |
| | (209 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Springer | | NM | | — |
| | 106 |
| | — |
| | 1,199 |
| | 1,305 |
| | (167 | ) | | 2/11/2015 | | 2014 |
| Family Dollar | | Velarde | | NM | | — |
| | 183 |
| | — |
| | 1,122 |
| | 1,305 |
| | (121 | ) | | 2/25/2015 | | 2015 |
| Family Dollar | | Waterflow | | NM | | — |
| | 175 |
| | — |
| | 1,294 |
| | 1,469 |
| | (85 | ) | | 2/5/2015 | | 2014 |
| Family Dollar | | Battle Mountain | | NV | | — |
| | 116 |
| | 1,431 |
| | — |
| | 1,547 |
| | (307 | ) | | 2/7/2014 | | 2009 |
| Family Dollar | | Carlin | | NV | | — |
| | 99 |
| | 895 |
| | — |
| | 994 |
| | (216 | ) | | 9/13/2013 | | 2012 |
| Family Dollar | | Cold Springs | | NV | | — |
| | 217 |
| | 869 |
| | — |
| | 1,086 |
| | (209 | ) | | 9/13/2013 | | 2013 |
| Family Dollar | | Hawthorne | | NV | | — |
| | 191 |
| | 764 |
| | — |
| | 955 |
| | (226 | ) | | 6/1/2012 | | 2012 |
| Family Dollar | | Las Vegas | | NV | | 876 |
| | 689 |
| | 612 |
| | — |
| | 1,301 |
| | (153 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Lovelock | | NV | | — |
| | 185 |
| | 742 |
| | — |
| | 927 |
| | (221 | ) | | 5/4/2012 | | 2012 |
| Family Dollar | | Silver Spring | | NV | | — |
| | 202 |
| | 808 |
| | — |
| | 1,010 |
| | (234 | ) | | 9/21/2012 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| RaceTrac | | Leesburg | | FL | | — |
| | 1,188 |
| | 2,711 |
| | — |
| | 3,899 |
| | (901 | ) | | 2/7/2014 | | 2007 |
| RaceTrac | | Mobile | | AL | | — |
| | 580 |
| | 1,317 |
| | — |
| | 1,897 |
| | (384 | ) | | 2/7/2014 | | 1998 |
| Kohl's | | Fort Dodge | | IA | | — |
| | 1,431 |
| | 3,109 |
| | — |
| | 4,540 |
| | (870 | ) | | 2/7/2014 | | 2011 |
| General Service Administration | | Oceanside | | CA | | 27,749 |
| | 9,489 |
| | 33,812 |
| | 105 |
| | 43,406 |
| | (8,507 | ) | | 2/7/2014 | | 2010 |
| Irving Oil | | Belfast | | ME | | — |
| | 339 |
| | 698 |
| | — |
| | 1,037 |
| | (240 | ) | | 2/7/2014 | | 1997 |
| Irving Oil | | Bethel | | ME | | — |
| | 182 |
| | 331 |
| | — |
| | 513 |
| | (119 | ) | | 2/7/2014 | | 1990 |
| Irving Oil | | Boothbay Harbor | | ME | | — |
| | 413 |
| | 550 |
| | — |
| | 963 |
| | (208 | ) | | 2/7/2014 | | 1993 |
| Irving Oil | | Caribou | | ME | | — |
| | 187 |
| | 404 |
| | — |
| | 591 |
| | (135 | ) | | 2/7/2014 | | 1990 |
| Irving Oil | | Conway | | NH | | — |
| | 173 |
| | 525 |
| | — |
| | 698 |
| | (165 | ) | | 2/7/2014 | | 2004 |
| Irving Oil | | Dover | | NH | | — |
| | 380 |
| | 717 |
| | — |
| | 1,097 |
| | (238 | ) | | 2/7/2014 | | 1988 |
| Irving Oil | | Fort Kent | | ME | | — |
| | 358 |
| | 352 |
| | — |
| | 710 |
| | (147 | ) | | 2/7/2014 | | 1973 |
| Irving Oil | | Kennebunk | | ME | | — |
| | 469 |
| | 541 |
| | — |
| | 1,010 |
| | (203 | ) | | 2/7/2014 | | 1980 |
| Irving Oil | | Lincoln | | ME | | — |
| | 360 |
| | 360 |
| | — |
| | 720 |
| | (127 | ) | | 2/7/2014 | | 1994 |
| Irving Oil | | Orono | | ME | | — |
| | 228 |
| | 272 |
| | — |
| | 500 |
| | (92 | ) | | 2/7/2014 | | 1984 |
| Irving Oil | | Rochester | | NH | | — |
| | 290 |
| | 747 |
| | — |
| | 1,037 |
| | (236 | ) | | 2/7/2014 | | 1970 |
| Irving Oil | | Skowhegan | | ME | | — |
| | 541 |
| | 492 |
| | — |
| | 1,033 |
| | (196 | ) | | 2/7/2014 | | 1988 |
| Irving Oil | | Dummerston | | VT | | — |
| | 185 |
| | 353 |
| | — |
| | 538 |
| | (139 | ) | | 2/7/2014 | | 1993 |
| Irving Oil | | Rutland | | VT | | — |
| | 249 |
| | 220 |
| | — |
| | 469 |
| | (78 | ) | | 2/7/2014 | | 1984 |
| Irving Oil | | Saco | | ME | | — |
| | 619 |
| | 222 |
| | — |
| | 841 |
| | (110 | ) | | 2/7/2014 | | 1995 |
| Irving Oil | | Westminster | | VT | | — |
| | 108 |
| | 437 |
| | — |
| | 545 |
| | (148 | ) | | 2/7/2014 | | 1990 |
| LA Fitness | | Oswego | | IL | | — |
| | 3,163 |
| | 8,749 |
| | — |
| | 11,912 |
| | (2,713 | ) | | 2/7/2014 | | 2008 |
| DaVita Dialysis | | Ft. Wayne | | IN | | — |
| | 394 |
| | 2,963 |
| | (8 | ) | | 3,349 |
| | (674 | ) | | 2/7/2014 | | 2008 |
| Binny's Beverage Depot | | Joliet | | IL | | — |
| | 1,834 |
| | 1,585 |
| | 775 |
| | 4,194 |
| | (641 | ) | | 2/7/2014 | | 2011 |
| Vacant | | Merrillville | | IN | | — |
| | 511 |
| | 4,768 |
| | — |
| | 5,279 |
| | (1,451 | ) | | 2/7/2014 | | 2011 |
| Physicians Dialysis | | Lawrenceville | | NJ | | — |
| | 633 |
| | 2,757 |
| | — |
| | 3,390 |
| | (670 | ) | | 2/7/2014 | | 2009 |
| The Medicines Company | | Parsippany | | NJ | | 27,700 |
| | 5,150 |
| | 50,051 |
| | 748 |
| | 55,949 |
| | (12,908 | ) | | 2/7/2014 | | 2009 |
| Dick's Sporting Goods | | Fort Gratiot | | MI | | — |
| | 722 |
| | 7,743 |
| | — |
| | 8,465 |
| | (2,331 | ) | | 2/7/2014 | | 2010 |
| Michaels | | Lafayette | | LA | | — |
| | 1,831 |
| | 3,631 |
| | 223 |
| | 5,685 |
| | (1,180 | ) | | 2/7/2014 | | 2011 |
| Outback Steakhouse | | Fort Smith | | AR | | — |
| | 841 |
| | 1,996 |
| | — |
| | 2,837 |
| | (674 | ) | | 2/7/2014 | | 1999 |
| Outback Steakhouse | | Centennial | | CO | | — |
| | 1,378 |
| | 1,397 |
| | — |
| | 2,775 |
| | (483 | ) | | 2/7/2014 | | 1996 |
| Outback Steakhouse | | Jacksonville | | FL | | — |
| | 770 |
| | 2,261 |
| | — |
| | 3,031 |
| | (683 | ) | | 2/7/2014 | | 2001 |
| Outback Steakhouse | | Sebring | | FL | | — |
| | 981 |
| | 1,695 |
| | — |
| | 2,676 |
| | (578 | ) | | 2/7/2014 | | 2001 |
| Outback Steakhouse | | Fort Wayne | | IN | | — |
| | 733 |
| | 984 |
| | — |
| | 1,717 |
| | (539 | ) | | 2/7/2014 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Wells | | NV | | — |
| | 84 |
| | 755 |
| | — |
| | 839 |
| | (225 | ) | | 5/11/2012 | | 2011 |
| Family Dollar | | Altona | | NY | | — |
| | 94 |
| | 923 |
| | — |
| | 1,017 |
| | (211 | ) | | 2/21/2014 | | 2014 |
| Family Dollar | | Chateaugay | | NY | | — |
| | 133 |
| | 910 |
| | — |
| | 1,043 |
| | (207 | ) | | 2/20/2014 | | 2014 |
| Family Dollar | | Cincinnatus | | NY | | — |
| | 287 |
| | 862 |
| | — |
| | 1,149 |
| | (196 | ) | | 12/30/2013 | | 2013 |
| Family Dollar | | Penn Yan | | NY | | 525 |
| | 23 |
| | 760 |
| | — |
| | 783 |
| | (161 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Sodus | | NY | | — |
| | 54 |
| | 1,441 |
| | — |
| | 1,495 |
| | (296 | ) | | 5/7/2014 | | 2013 |
| Family Dollar | | Wolcott | | NY | | — |
| | 197 |
| | 1,193 |
| | — |
| | 1,390 |
| | (155 | ) | | 3/25/2015 | | 2014 |
| Family Dollar | | Bethel | | OH | | 852 |
| | 139 |
| | 1,099 |
| | — |
| | 1,238 |
| | (243 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Canal Winchester | | OH | | — |
| | 218 |
| | 1,116 |
| | — |
| | 1,334 |
| | (160 | ) | | 8/28/2014 | | 2012 |
| Family Dollar | | Canton | | OH | | 460 |
| | 93 |
| | 766 |
| | — |
| | 859 |
| | (157 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Cincinnati | | OH | | — |
| | 221 |
| | 1,055 |
| | — |
| | 1,276 |
| | (163 | ) | | 8/28/2014 | | 2001 |
| Family Dollar | | Cleveland | | OH | | 1,079 |
| | 39 |
| | 1,614 |
| | — |
| | 1,653 |
| | (338 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Cleveland | | OH | | 1,370 |
| | 216 |
| | 1,818 |
| | — |
| | 2,034 |
| | (392 | ) | | 2/7/2014 | | 1994 |
| Family Dollar | | Cortland | | OH | | — |
| | 188 |
| | 963 |
| | — |
| | 1,151 |
| | (142 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Dayton | | OH | | — |
| | 107 |
| | 899 |
| | — |
| | 1,006 |
| | (164 | ) | | 8/28/2014 | | 1940 |
| Family Dollar | | Dayton | | OH | | — |
| | 129 |
| | 618 |
| | — |
| | 747 |
| | (105 | ) | | 8/28/2014 | | 2002 |
| Family Dollar | | Hamilton | | OH | | — |
| | 131 |
| | 1,215 |
| | — |
| | 1,346 |
| | (171 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Jackson Center | | OH | | — |
| | 97 |
| | 764 |
| | — |
| | 861 |
| | (115 | ) | | 4/28/2014 | | 1989 |
| Family Dollar | | Loveland | | OH | | 798 |
| | 179 |
| | 986 |
| | — |
| | 1,165 |
| | (217 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Middleton | | OH | | 660 |
| | 137 |
| | 869 |
| | — |
| | 1,006 |
| | (187 | ) | | 2/7/2014 | | 2001 |
| Family Dollar | | Toledo | | OH | | — |
| | 306 |
| | 917 |
| | — |
| | 1,223 |
| | (251 | ) | | 2/25/2013 | | 2012 |
| Family Dollar | | Toledo | | OH | | — |
| | 226 |
| | 905 |
| | — |
| | 1,131 |
| | (227 | ) | | 7/11/2013 | | 1942 |
| Family Dollar | | Warren | | OH | | — |
| | 170 |
| | 681 |
| | (2 | ) | | 849 |
| | (197 | ) | | 9/11/2012 | | 2012 |
| Family Dollar | | Durant | | OK | | — |
| | 164 |
| | 1,223 |
| | — |
| | 1,387 |
| | (184 | ) | | 8/28/2014 | | 2000 |
| Family Dollar | | El Reno | | OK | | — |
| | 225 |
| | — |
| | 968 |
| | 1,193 |
| | (155 | ) | | 3/2/2015 | | 1995 |
| Family Dollar | | Geary | | OK | | — |
| | 167 |
| | 882 |
| | — |
| | 1,049 |
| | (91 | ) | | 10/14/2015 | | 2015 |
| Family Dollar | | Keota | | OK | | — |
| | 279 |
| | 872 |
| | — |
| | 1,151 |
| | (133 | ) | | 10/16/2014 | | 2014 |
| Family Dollar | | Kingston | | OK | | — |
| | 28 |
| | 660 |
| | — |
| | 688 |
| | (131 | ) | | 2/7/2014 | | 2000 |
| Family Dollar | | Oklahoma City | | OK | | — |
| | 403 |
| | — |
| | 988 |
| | 1,391 |
| | (106 | ) | | 5/15/2015 | | 2015 |
| Family Dollar | | Oklahoma City | | OK | | — |
| | 390 |
| | 990 |
| | — |
| | 1,380 |
| | (144 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Porum | | OK | | — |
| | 18 |
| | — |
| | 995 |
| | 1,013 |
| | (109 | ) | | 11/5/2015 | | 2015 |
| Family Dollar | | Poteau | | OK | | — |
| | 310 |
| | — |
| | 924 |
| | 1,234 |
| | (105 | ) | | 8/7/2015 | | 2015 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Outback Steakhouse | | Lexington | | KY | | — |
| | 1,077 |
| | 2,139 |
| | — |
| | 3,216 |
| | (702 | ) | | 2/7/2014 | | 2002 |
| Outback Steakhouse | | Baton Rouge | | LA | | — |
| | 742 |
| | 1,272 |
| | — |
| | 2,014 |
| | (414 | ) | | 2/7/2014 | | 2001 |
| Outback Steakhouse | | Southgate | | MI | | — |
| | 787 |
| | 2,742 |
| | — |
| | 3,529 |
| | (859 | ) | | 2/7/2014 | | 1994 |
| Outback Steakhouse | | Lees Summit | | MO | | — |
| | 901 |
| | 620 |
| | — |
| | 1,521 |
| | (230 | ) | | 2/7/2014 | | 1999 |
| Outback Steakhouse | | Las Cruces | | NM | | — |
| | 536 |
| | 1,549 |
| | — |
| | 2,085 |
| | (493 | ) | | 2/7/2014 | | 2000 |
| Outback Steakhouse | | Garner | | NC | | — |
| | 1,088 |
| | 1,817 |
| | — |
| | 2,905 |
| | (606 | ) | | 2/7/2014 | | 2004 |
| Outback Steakhouse | | Boardman Township | | OH | | — |
| | 575 |
| | 2,742 |
| | — |
| | 3,317 |
| | (875 | ) | | 2/7/2014 | | 1995 |
| Outback Steakhouse | | Pittsburgh | | PA | | — |
| | 1,370 |
| | 932 |
| | (932 | ) | | 1,370 |
| | — |
| | 2/7/2014 | | 1995 |
| Outback Steakhouse | | Conroe | | TX | | — |
| | 959 |
| | 2,063 |
| | — |
| | 3,022 |
| | (607 | ) | | 2/7/2014 | | 2001 |
| Outback Steakhouse | | Houston | | TX | | — |
| | 964 |
| | 2,321 |
| | — |
| | 3,285 |
| | (684 | ) | | 2/7/2014 | | 1998 |
| Outback Steakhouse | | McAllen | | TX | | — |
| | 835 |
| | 443 |
| | — |
| | 1,278 |
| | (149 | ) | | 2/7/2014 | | 1999 |
| Outback Steakhouse | | Colonial Heights | | VA | | — |
| | 1,297 |
| | 746 |
| | — |
| | 2,043 |
| | (577 | ) | | 2/7/2014 | | 2000 |
| Outback Steakhouse | | Newport News | | VA | | — |
| | 600 |
| | 1,356 |
| | — |
| | 1,956 |
| | (710 | ) | | 2/7/2014 | | 1993 |
| Outback Steakhouse | | Winchester | | VA | | — |
| | 704 |
| | 1,310 |
| | — |
| | 2,014 |
| | (752 | ) | | 2/7/2014 | | 2006 |
| Fleming's Steakhouse | | Englewood | | CO | | — |
| | 1,152 |
| | 3,055 |
| | — |
| | 4,207 |
| | (988 | ) | | 2/7/2014 | | 2004 |
| Bonefish Grill | | Lakeland | | FL | | — |
| | 750 |
| | 1,897 |
| | — |
| | 2,647 |
| | (615 | ) | | 2/7/2014 | | 2003 |
| Bonefish Grill | | Independence | | OH | | — |
| | 895 |
| | 2,252 |
| | — |
| | 3,147 |
| | (756 | ) | | 2/7/2014 | | 2006 |
| Outback Steakhouse | | Independence | | OH | | — |
| | 901 |
| | 2,268 |
| | — |
| | 3,169 |
| | (611 | ) | | 2/7/2014 | | 2006 |
| Bonefish Grill | | Gainesville | | VA | | — |
| | 751 |
| | 1,325 |
| | — |
| | 2,076 |
| | (624 | ) | | 2/7/2014 | | 2004 |
| Carrabba's | | Scottsdale | | AZ | | — |
| | 1,350 |
| | 1,847 |
| | — |
| | 3,197 |
| | (449 | ) | | 2/7/2014 | | 2000 |
| Carrabba's | | Louisville | | CO | | — |
| | 1,083 |
| | 1,400 |
| | — |
| | 2,483 |
| | (450 | ) | | 2/7/2014 | | 2000 |
| Carrabba's | | Tampa | | FL | | — |
| | 1,650 |
| | 2,085 |
| | — |
| | 3,735 |
| | (689 | ) | | 2/7/2014 | | 1994 |
| Carrabba's | | Duluth | | GA | | — |
| | 836 |
| | 2,881 |
| | — |
| | 3,717 |
| | (927 | ) | | 2/7/2014 | | 2004 |
| Carrabba's | | Bowie | | MD | | — |
| | 1,429 |
| | 1,036 |
| | — |
| | 2,465 |
| | (598 | ) | | 2/7/2014 | | 2003 |
| Carrabba's | | Brooklyn | | OH | | — |
| | 1,187 |
| | 2,212 |
| | — |
| | 3,399 |
| | (684 | ) | | 2/7/2014 | | 2002 |
| Carrabba's | | Washington Twnshp | | OH | | — |
| | 906 |
| | 1,859 |
| | — |
| | 2,765 |
| | (624 | ) | | 2/7/2014 | | 2001 |
| Carrabba's | | Columbia | | SC | | — |
| | 1,159 |
| | 2,164 |
| | — |
| | 3,323 |
| | (684 | ) | | 2/7/2014 | | 2000 |
| Carrabba's | | Johnson City | | TN | | — |
| | 771 |
| | 2,536 |
| | — |
| | 3,307 |
| | (865 | ) | | 2/7/2014 | | 2003 |
| West Marine | | Fort Lauderdale | | FL | | — |
| | 4,337 |
| | 9,052 |
| | — |
| | 13,389 |
| | (2,355 | ) | | 2/7/2014 | | 2011 |
| Petsmart | | Merced | | CA | | — |
| | 1,729 |
| | 4,194 |
| | — |
| | 5,923 |
| | (1,111 | ) | | 2/7/2014 | | 1993 |
| BevMo! | | Redding | | CA | | — |
| | 1,312 |
| | 4,133 |
| | 227 |
| | 5,672 |
| | (1,208 | ) | | 2/7/2014 | | 1989 |
| Golden Corral | | Bakersfield | | CA | | — |
| | 2,664 |
| | 2,078 |
| | — |
| | 4,742 |
| | (743 | ) | | 2/7/2014 | | 2011 |
| Golden Corral | | San Angelo | | TX | | — |
| | 644 |
| | 1,702 |
| | — |
| | 2,346 |
| | (525 | ) | | 2/7/2014 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Stilwell | | OK | | — |
| | 40 |
| | 768 |
| | — |
| | 808 |
| | (236 | ) | | 1/6/2012 | | 2011 |
| Family Dollar | | Texhoma | | OK | | — |
| | 150 |
| | — |
| | 912 |
| | 1,062 |
| | (79 | ) | | 4/15/2015 | | 2015 |
| Family Dollar | | Tulsa | | OK | | — |
| | 220 |
| | 878 |
| | — |
| | 1,098 |
| | (258 | ) | | 7/30/2012 | | 2012 |
| Family Dollar | | Broad Top | | PA | | — |
| | 196 |
| | 954 |
| | — |
| | 1,150 |
| | (142 | ) | | 5/30/2014 | | 2013 |
| Family Dollar | | Abbeville | | SC | | — |
| | 146 |
| | 734 |
| | — |
| | 880 |
| | (116 | ) | | 5/23/2014 | | 2014 |
| Family Dollar | | Columbia | | SC | | — |
| | 429 |
| | 719 |
| | — |
| | 1,148 |
| | (155 | ) | | 3/12/2014 | | 2014 |
| Family Dollar | | Columbia | | SC | | — |
| | 489 |
| | 943 |
| | — |
| | 1,432 |
| | (114 | ) | | 2/3/2015 | | 2013 |
| Family Dollar | | Estill | | SC | | — |
| | 244 |
| | 757 |
| | — |
| | 1,001 |
| | (117 | ) | | 6/4/2014 | | 2014 |
| Family Dollar | | Lancaster | | SC | | — |
| | 249 |
| | 725 |
| | — |
| | 974 |
| | (108 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Manning | | SC | | — |
| | 313 |
| | 960 |
| | — |
| | 1,273 |
| | (137 | ) | | 9/30/2014 | | 2014 |
| Family Dollar | | Mccormick | | SC | | — |
| | 167 |
| | 791 |
| | — |
| | 958 |
| | (167 | ) | | 4/30/2014 | | 2014 |
| Family Dollar | | Newberry | | SC | | — |
| | 231 |
| | 935 |
| | — |
| | 1,166 |
| | (199 | ) | | 3/27/2014 | | 2013 |
| Family Dollar | | North | | SC | | — |
| | 193 |
| | 979 |
| | — |
| | 1,172 |
| | (120 | ) | | 2/23/2015 | | 2013 |
| Family Dollar | | St. Matthews | | SC | | — |
| | 175 |
| | 828 |
| | — |
| | 1,003 |
| | (119 | ) | | 9/3/2014 | | 2014 |
| Family Dollar | | Woodruff | | SC | | — |
| | 229 |
| | 1,125 |
| | — |
| | 1,354 |
| | (160 | ) | | 8/28/2014 | | 2010 |
| Family Dollar | | Blackhawk | | SD | | — |
| | 115 |
| | 585 |
| | — |
| | 700 |
| | (90 | ) | | 8/6/2014 | | 2006 |
| Family Dollar | | Custer | | SD | | — |
| | 32 |
| | 617 |
| | — |
| | 649 |
| | (157 | ) | | 6/14/2013 | | 1995 |
| Family Dollar | | Lemmon | | SD | | — |
| | 140 |
| | — |
| | 1,021 |
| | 1,161 |
| | (104 | ) | | 5/1/2015 | | 2014 |
| Family Dollar | | Martin | | SD | | — |
| | 85 |
| | 764 |
| | — |
| | 849 |
| | (235 | ) | | 1/31/2012 | | 2010 |
| Family Dollar | | Mclaughlin | | SD | | — |
| | 35 |
| | — |
| | 1,092 |
| | 1,127 |
| | (93 | ) | | 5/12/2015 | | 2015 |
| Family Dollar | | Parker | | SD | | — |
| | 117 |
| | 828 |
| | 1 |
| | 946 |
| | (143 | ) | | 10/10/2014 | | 2014 |
| Family Dollar | | Tyndall | | SD | | — |
| | 72 |
| | — |
| | 1,072 |
| | 1,144 |
| | (125 | ) | | 3/31/2015 | | 2015 |
| Family Dollar | | Harrison | | TN | | — |
| | 74 |
| | 420 |
| | — |
| | 494 |
| | (105 | ) | | 7/23/2013 | | 2006 |
| Family Dollar | | Lexington | | TN | | — |
| | 323 |
| | 838 |
| | — |
| | 1,161 |
| | (123 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Memphis | | TN | | — |
| | 248 |
| | 1,039 |
| | — |
| | 1,287 |
| | (220 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Memphis | | TN | | 638 |
| | 215 |
| | 811 |
| | — |
| | 1,026 |
| | (171 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Memphis | | TN | | 1,251 |
| | 376 |
| | 1,508 |
| | — |
| | 1,884 |
| | (327 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Memphis | | TN | | 973 |
| | 336 |
| | 1,156 |
| | — |
| | 1,492 |
| | (248 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Nashville | | TN | | — |
| | 334 |
| | 1,275 |
| | — |
| | 1,609 |
| | (200 | ) | | 8/28/2014 | | 1976 |
| Family Dollar | | Piney Flats | | TN | | — |
| | 200 |
| | 953 |
| | — |
| | 1,153 |
| | (139 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Alton | | TX | | — |
| | 134 |
| | 908 |
| | — |
| | 1,042 |
| | (131 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Arlington | | TX | | — |
| | 300 |
| | — |
| | 1,058 |
| | 1,358 |
| | (101 | ) | | 12/4/2015 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Golden Corral | | Spring | | TX | | — |
| | 3,342 |
| | 1,207 |
| | — |
| | 4,549 |
| | (466 | ) | | 2/7/2014 | | 2011 |
| CVS | | Eden | | NC | | — |
| | 836 |
| | 1,450 |
| | — |
| | 2,286 |
| | (436 | ) | | 2/7/2014 | | 1998 |
| CVS | | Greenville | | SC | | — |
| | 1,108 |
| | 1,816 |
| | — |
| | 2,924 |
| | (562 | ) | | 2/7/2014 | | 1998 |
| CVS | | Piedmont | | SC | | — |
| | 836 |
| | 1,206 |
| | — |
| | 2,042 |
| | (344 | ) | | 2/7/2014 | | 1998 |
| CVS | | Anderson | | SC | | — |
| | 623 |
| | 1,389 |
| | — |
| | 2,012 |
| | (402 | ) | | 2/7/2014 | | 1998 |
| Tractor Supply | | Columbia | | SC | | — |
| | 952 |
| | 2,222 |
| | — |
| | 3,174 |
| | (526 | ) | | 2/7/2014 | | 2011 |
| MotoMart | | St. Charles | | MO | | — |
| | 1,085 |
| | 1,980 |
| | — |
| | 3,065 |
| | (655 | ) | | 2/7/2014 | | 2009 |
| CVS | | Kernersville | | NC | | — |
| | 960 |
| | 1,313 |
| | — |
| | 2,273 |
| | (392 | ) | | 2/7/2014 | | 1998 |
| Goodyear | | Corpus Christi | | TX | | — |
| | 753 |
| | 1,737 |
| | — |
| | 2,490 |
| | (473 | ) | | 2/7/2014 | | 2008 |
| O'Reilly Auto Parts | | Willard | | OH | | — |
| | 137 |
| | 877 |
| | — |
| | 1,014 |
| | (242 | ) | | 2/7/2014 | | 2011 |
| LA Fitness | | Easton | | PA | | — |
| | 938 |
| | 10,600 |
| | 139 |
| | 11,677 |
| | (3,117 | ) | | 2/7/2014 | | 1979 |
| Lowe's | | Burlington | | IA | | — |
| | 2,775 |
| | 8,191 |
| | 819 |
| | 11,785 |
| | (2,207 | ) | | 2/7/2014 | | 1996 |
| Dollar Tree/Family Dollar | | Jemison | | AL | | 757 |
| | 143 |
| | 997 |
| | — |
| | 1,140 |
| | (301 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Montgomery | | AL | | 959 |
| | 533 |
| | 936 |
| | — |
| | 1,469 |
| | (288 | ) | | 2/7/2014 | | 2010 |
| Dollar Tree/Family Dollar | | El Dorado | | AR | | 663 |
| | 49 |
| | 1,003 |
| | — |
| | 1,052 |
| | (283 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Jacksonville | | AR | | 571 |
| | 155 |
| | 758 |
| | — |
| | 913 |
| | (215 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Apopka | | FL | | 1,127 |
| | 518 |
| | 1,402 |
| | — |
| | 1,920 |
| | (394 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Bristol | | FL | | 631 |
| | 202 |
| | 727 |
| | — |
| | 929 |
| | (231 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Gainesville | | FL | | 1,002 |
| | 423 |
| | 1,263 |
| | (16 | ) | | 1,670 |
| | (356 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Okeechobee | | FL | | 894 |
| | 655 |
| | 580 |
| | — |
| | 1,235 |
| | (203 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Pensacola | | FL | | 559 |
| | 146 |
| | 907 |
| | — |
| | 1,053 |
| | (244 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Tampa | | FL | | 1,005 |
| | 531 |
| | 1,062 |
| | — |
| | 1,593 |
| | (317 | ) | | 2/7/2014 | | 2008 |
| Dollar Tree/Family Dollar | | Macon | | GA | | 673 |
| | 230 |
| | 851 |
| | — |
| | 1,081 |
| | (256 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Homedale | | ID | | 973 |
| | 59 |
| | 1,387 |
| | — |
| | 1,446 |
| | (414 | ) | | 2/7/2014 | | 2006 |
| Dollar Tree/Family Dollar | | Alexandria | | LA | | 458 |
| | 168 |
| | 579 |
| | — |
| | 747 |
| | (173 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Kentwood | | LA | | 683 |
| | 117 |
| | 877 |
| | — |
| | 994 |
| | (268 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Lynn | | MA | | 1,222 |
| | 400 |
| | 1,547 |
| | — |
| | 1,947 |
| | (449 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Berkeley | | MO | | 969 |
| | 179 |
| | 1,391 |
| | — |
| | 1,570 |
| | (394 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | St Louis | | MO | | 972 |
| | 215 |
| | 1,357 |
| | — |
| | 1,572 |
| | (389 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Las Vegas | | NV | | 876 |
| | 689 |
| | 612 |
| | — |
| | 1,301 |
| | (215 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Penn Yan | | NY | | 525 |
| | 23 |
| | 760 |
| | — |
| | 783 |
| | (223 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Houston | | TX | | 886 |
| | 297 |
| | 1,081 |
| | — |
| | 1,378 |
| | (312 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Lufkin | | TX | | 1,153 |
| | 198 |
| | 1,600 |
| | — |
| | 1,798 |
| | (459 | ) | | 2/7/2014 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Arlington | | TX | | — |
| | 425 |
| | — |
| | 1,112 |
| | 1,537 |
| | (46 | ) | | 2/13/2015 | | 2014 |
| Family Dollar | | Avinger | | TX | | — |
| | 40 |
| | 761 |
| | — |
| | 801 |
| | (218 | ) | | 10/22/2012 | | 2012 |
| Family Dollar | | Balch Springs | | TX | | — |
| | 318 |
| | — |
| | 1,209 |
| | 1,527 |
| | (110 | ) | | 4/10/2015 | | 2015 |
| Family Dollar | | Beaumont | | TX | | — |
| | 215 |
| | 1,511 |
| | — |
| | 1,726 |
| | (290 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Beaumont | | TX | | — |
| | 235 |
| | 810 |
| | — |
| | 1,045 |
| | (170 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Beaumont | | TX | | 654 |
| | 225 |
| | 806 |
| | — |
| | 1,031 |
| | (168 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Blooming Grove | | TX | | — |
| | 70 |
| | 753 |
| | — |
| | 823 |
| | (111 | ) | | 8/28/2014 | | 2014 |
| Family Dollar | | Brazoria | | TX | | — |
| | 216 |
| | 966 |
| | — |
| | 1,182 |
| | (201 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Broaddus | | TX | | — |
| | 75 |
| | — |
| | 922 |
| | 997 |
| | (139 | ) | | 2/6/2015 | | 1995 |
| Family Dollar | | Caldwell | | TX | | — |
| | 138 |
| | 552 |
| | 22 |
| | 712 |
| | (165 | ) | | 5/29/2012 | | 2012 |
| Family Dollar | | Centerville | | TX | | — |
| | 226 |
| | 679 |
| | — |
| | 905 |
| | (164 | ) | | 9/10/2013 | | 2013 |
| Family Dollar | | Chireno | | TX | | — |
| | 50 |
| | 943 |
| | — |
| | 993 |
| | (266 | ) | | 12/10/2012 | | 2012 |
| Family Dollar | | Clarendon | | TX | | — |
| | 83 |
| | 749 |
| | — |
| | 832 |
| | (181 | ) | | 9/17/2013 | | 2013 |
| Family Dollar | | Cockrell Hill | | TX | | 970 |
| | 369 |
| | 1,156 |
| | — |
| | 1,525 |
| | (245 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Converse | | TX | | 409 |
| | 148 |
| | 469 |
| | — |
| | 617 |
| | (101 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Dallas | | TX | | 627 |
| | 292 |
| | 676 |
| | — |
| | 968 |
| | (149 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Dickinson | | TX | | 681 |
| | 182 |
| | 876 |
| | — |
| | 1,058 |
| | (185 | ) | | 2/7/2014 | | 2010 |
| Family Dollar | | Donna | | TX | | — |
| | 194 |
| | 855 |
| | — |
| | 1,049 |
| | (127 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Eagle Lake | | TX | | — |
| | 100 |
| | 566 |
| | 100 |
| | 766 |
| | (170 | ) | | 7/6/2012 | | 2012 |
| Family Dollar | | Etoile | | TX | | — |
| | 45 |
| | 850 |
| | — |
| | 895 |
| | (209 | ) | | 8/6/2013 | | 2013 |
| Family Dollar | | Floydada | | TX | | — |
| | 36 |
| | 681 |
| | — |
| | 717 |
| | (211 | ) | | 12/30/2011 | | 2010 |
| Family Dollar | | Fort Worth | | TX | | — |
| | 276 |
| | 935 |
| | — |
| | 1,211 |
| | (97 | ) | | 8/21/2015 | | 1995 |
| Family Dollar | | Fort Worth | | TX | | — |
| | 350 |
| | — |
| | 1,015 |
| | 1,365 |
| | (81 | ) | | 11/3/2014 | | 2015 |
| Family Dollar | | Houston | | TX | | — |
| | 174 |
| | 696 |
| | — |
| | 870 |
| | (184 | ) | | 4/26/2013 | | 1995 |
| Family Dollar | | Houston | | TX | | 886 |
| | 297 |
| | 1,081 |
| | — |
| | 1,378 |
| | (226 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Houston | | TX | | — |
| | 565 |
| | 1,223 |
| | — |
| | 1,788 |
| | (260 | ) | | 2/7/2014 | | 2009 |
| Family Dollar | | Houston | | TX | | — |
| | 138 |
| | 1,052 |
| | — |
| | 1,190 |
| | (218 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Houston | | TX | | — |
| | 128 |
| | 769 |
| | — |
| | 897 |
| | (148 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Houston | | TX | | 911 |
| | 277 |
| | 1,144 |
| | — |
| | 1,421 |
| | (238 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Houston | | TX | | 920 |
| | 1,355 |
| | 95 |
| | — |
| | 1,450 |
| | (35 | ) | | 2/7/2014 | | 1981 |
| Family Dollar | | Industry | | TX | | — |
| | 190 |
| | — |
| | 902 |
| | 1,092 |
| | (110 | ) | | 1/5/2015 | | 2014 |
| Family Dollar | | Jacksonville | | TX | | — |
| | 195 |
| | 1,003 |
| | — |
| | 1,198 |
| | (221 | ) | | 3/21/2014 | | 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | McAllen | | TX | | 857 |
| | 219 |
| | 1,093 |
| | — |
| | 1,312 |
| | (318 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Robstown | | TX | | 550 |
| | 44 |
| | 852 |
| | — |
| | 896 |
| | (239 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Royse City | | TX | | 972 |
| | 411 |
| | 1,078 |
| | — |
| | 1,489 |
| | (317 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | San Angelo | | TX | | 891 |
| | 232 |
| | 1,118 |
| | — |
| | 1,350 |
| | (330 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | San Antonio | | TX | | 800 |
| | 198 |
| | 1,018 |
| | — |
| | 1,216 |
| | (297 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | San Antonio | | TX | | 864 |
| | 299 |
| | 1,039 |
| | — |
| | 1,338 |
| | (302 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | San Antonio | | TX | | 598 |
| | 260 |
| | 653 |
| | — |
| | 913 |
| | (194 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Tyler | | TX | | 416 |
| | 132 |
| | 554 |
| | — |
| | 686 |
| | (162 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Waco | | TX | | 440 |
| | 125 |
| | 544 |
| | — |
| | 669 |
| | (161 | ) | | 2/7/2014 | | 2001 |
| Dollar Tree/Family Dollar | | Beaver | | UT | | 646 |
| | 107 |
| | 913 |
| | — |
| | 1,020 |
| | (270 | ) | | 2/7/2014 | | 2007 |
| Dollar Tree/Family Dollar | | Petersburg | | VA | | 948 |
| | 142 |
| | 1,209 |
| | — |
| | 1,351 |
| | (371 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Milwaukee | | WI | | 970 |
| | 161 |
| | 1,397 |
| | — |
| | 1,558 |
| | (399 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Bethel | | OH | | 852 |
| | 139 |
| | 1,099 |
| | — |
| | 1,238 |
| | (337 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Cleveland | | OH | | 1,079 |
| | 39 |
| | 1,614 |
| | — |
| | 1,653 |
| | (467 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Hot Springs | | AR | | — |
| | 247 |
| | 845 |
| | — |
| | 1,092 |
| | (249 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Casa Grande | | AZ | | — |
| | 454 |
| | 313 |
| | — |
| | 767 |
| | (108 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Fort Mohave | | AZ | | — |
| | 302 |
| | 571 |
| | — |
| | 873 |
| | (182 | ) | | 2/7/2014 | | 2001 |
| Dollar Tree/Family Dollar | | Guadalupe | | AZ | | — |
| | 400 |
| | 584 |
| | — |
| | 984 |
| | (186 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Mohave Valley | | AZ | | — |
| | 302 |
| | 281 |
| | — |
| | 583 |
| | (98 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Phoenix | | AZ | | — |
| | 1,109 |
| | 767 |
| | — |
| | 1,876 |
| | (250 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Altha | | FL | | — |
| | 126 |
| | 727 |
| | — |
| | 853 |
| | (227 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Ocala | | FL | | — |
| | 344 |
| | 1,251 |
| | — |
| | 1,595 |
| | (350 | ) | | 2/7/2014 | | 2006 |
| Dollar Tree/Family Dollar | | Ormond Beach | | FL | | — |
| | 675 |
| | 1,152 |
| | — |
| | 1,827 |
| | (327 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Plant City | | FL | | — |
| | 279 |
| | 1,040 |
| | — |
| | 1,319 |
| | (293 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Tallahassee | | FL | | 970 |
| | 632 |
| | 871 |
| | — |
| | 1,503 |
| | (275 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Seymour | | IN | | — |
| | 238 |
| | 764 |
| | — |
| | 1,002 |
| | (233 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Topeka | | KS | | — |
| | 177 |
| | 1,405 |
| | — |
| | 1,582 |
| | (421 | ) | | 2/7/2014 | | 2004 |
| DNU | | Baton Rouge | | LA | | — |
| | 377 |
| | 716 |
| | — |
| | 1,093 |
| | (222 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Brooklyn | | MI | | — |
| | 150 |
| | 634 |
| | — |
| | 784 |
| | (196 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Saginaw | | MI | | — |
| | 164 |
| | 1,086 |
| | — |
| | 1,250 |
| | (335 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | St Louis | | MO | | — |
| | 258 |
| | 1,310 |
| | — |
| | 1,568 |
| | (375 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Greenville | | MS | | — |
| | 125 |
| | 872 |
| | — |
| | 997 |
| | (264 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Gulfport | | MS | | — |
| | 312 |
| | 1,237 |
| | — |
| | 1,549 |
| | (373 | ) | | 2/7/2014 | | 2007 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | Kerens | | TX | | — |
| | 73 |
| | 658 |
| | — |
| | 731 |
| | (201 | ) | | 2/29/2012 | | 2011 |
| Family Dollar | | La Pryor | | TX | | — |
| | 74 |
| | 817 |
| | — |
| | 891 |
| | (119 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Leander | | TX | | 557 |
| | 355 |
| | 489 |
| | — |
| | 844 |
| | (108 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Lovelady | | TX | | — |
| | 82 |
| | 740 |
| | — |
| | 822 |
| | (199 | ) | | 3/27/2013 | | 1995 |
| Family Dollar | | Lufkin | | TX | | 1,153 |
| | 198 |
| | 1,600 |
| | — |
| | 1,798 |
| | (331 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Marshall | | TX | | — |
| | 85 |
| | 662 |
| | — |
| | 747 |
| | (144 | ) | | 2/7/2014 | | 2001 |
| Family Dollar | | Mcallen | | TX | | — |
| | 445 |
| | 896 |
| | — |
| | 1,341 |
| | (130 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Mcallen | | TX | | 857 |
| | 219 |
| | 1,093 |
| | — |
| | 1,312 |
| | (230 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Mesquite | | TX | | — |
| | 426 |
| | — |
| | 1,146 |
| | 1,572 |
| | (129 | ) | | 5/29/2015 | | 1995 |
| Family Dollar | | Mesquite | | TX | | — |
| | 1,414 |
| | — |
| | (8 | ) | | 1,406 |
| | (117 | ) | | 9/1/2015 | | 2015 |
| Family Dollar | | Mesquite | | TX | | — |
| | 1,460 |
| | — |
| | (184 | ) | | 1,276 |
| | (121 | ) | | 7/9/2015 | | 2015 |
| Family Dollar | | Mexia | | TX | | — |
| | 112 |
| | 495 |
| | — |
| | 607 |
| | (109 | ) | | 2/7/2014 | | 2000 |
| Family Dollar | | Noonday | | TX | | 625 |
| | 103 |
| | 895 |
| | — |
| | 998 |
| | (188 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Oakhurst | | TX | | — |
| | 36 |
| | 683 |
| | — |
| | 719 |
| | (193 | ) | | 12/12/2012 | | 2012 |
| Family Dollar | | Oakwood | | TX | | — |
| | 133 |
| | 752 |
| | — |
| | 885 |
| | (174 | ) | | 11/20/2013 | | 2013 |
| Family Dollar | | Ore City | | TX | | — |
| | 27 |
| | 744 |
| | — |
| | 771 |
| | (109 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Palestine | | TX | | 671 |
| | 120 |
| | 914 |
| | — |
| | 1,034 |
| | (195 | ) | | 2/7/2014 | | 2000 |
| Family Dollar | | Pharr | | TX | | 969 |
| | 219 |
| | 1,253 |
| | — |
| | 1,472 |
| | (264 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Plano | | TX | | — |
| | 468 |
| | 869 |
| | — |
| | 1,337 |
| | (214 | ) | | 8/1/2013 | | 2013 |
| Family Dollar | | Port Arthur | | TX | | 1,044 |
| | 178 |
| | 1,452 |
| | — |
| | 1,630 |
| | (299 | ) | | 2/7/2014 | | 2005 |
| Family Dollar | | Raymondville | | TX | | 542 |
| | 117 |
| | 707 |
| | — |
| | 824 |
| | (149 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Refugio | | TX | | — |
| | 110 |
| | 982 |
| | — |
| | 1,092 |
| | (141 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Rio Grande | | TX | | — |
| | 133 |
| | 1,284 |
| | — |
| | 1,417 |
| | (269 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Robstown | | TX | | 550 |
| | 44 |
| | 852 |
| | — |
| | 896 |
| | (172 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Royse City | | TX | | 972 |
| | 411 |
| | 1,078 |
| | — |
| | 1,489 |
| | (229 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | Sabinal | | TX | | — |
| | 35 |
| | 952 |
| | — |
| | 987 |
| | (136 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | San Angelo | | TX | | 891 |
| | 232 |
| | 1,118 |
| | — |
| | 1,350 |
| | (238 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | San Antonio | | TX | | 800 |
| | 198 |
| | 1,018 |
| | — |
| | 1,216 |
| | (215 | ) | | 2/7/2014 | | 2002 |
| Family Dollar | | San Antonio | | TX | | 864 |
| | 299 |
| | 1,039 |
| | — |
| | 1,338 |
| | (218 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | San Antonio | | TX | | 598 |
| | 260 |
| | 653 |
| | — |
| | 913 |
| | (140 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | San Antonio | | TX | | 506 |
| | 211 |
| | 567 |
| | — |
| | 778 |
| | (121 | ) | | 2/7/2014 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Gallup | | NM | | — |
| | 221 |
| | 1,366 |
| | — |
| | 1,587 |
| | (423 | ) | | 2/7/2014 | | 2007 |
| Dollar Tree/Family Dollar | | Battle Mountain | | NV | | — |
| | 116 |
| | 1,431 |
| | — |
| | 1,547 |
| | (426 | ) | | 2/7/2014 | | 2009 |
| Dollar Tree/Family Dollar | | Kingston | | OK | | — |
| | 28 |
| | 660 |
| | — |
| | 688 |
| | (182 | ) | | 2/7/2014 | | 2000 |
| Dollar Tree/Family Dollar | | Memphis | | TN | | �� |
| | 248 |
| | 1,039 |
| | — |
| | 1,287 |
| | (305 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Beaumont | | TX | | — |
| | 215 |
| | 1,511 |
| | — |
| | 1,726 |
| | (404 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Beaumont | | TX | | — |
| | 235 |
| | 810 |
| | — |
| | 1,045 |
| | (236 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Brazoria | | TX | | — |
| | 216 |
| | 966 |
| | — |
| | 1,182 |
| | (278 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Houston | | TX | | — |
| | 565 |
| | 1,223 |
| | — |
| | 1,788 |
| | (361 | ) | | 2/7/2014 | | 2009 |
| Dollar Tree/Family Dollar | | Houston | | TX | | — |
| | 138 |
| | 1,052 |
| | — |
| | 1,190 |
| | (301 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Houston | | TX | | — |
| | 128 |
| | 769 |
| | — |
| | 897 |
| | (207 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Marshall | | TX | | — |
| | 85 |
| | 662 |
| | — |
| | 747 |
| | (201 | ) | | 2/7/2014 | | 2001 |
| Dollar Tree/Family Dollar | | Mexia | | TX | | — |
| | 112 |
| | 495 |
| | — |
| | 607 |
| | (152 | ) | | 2/7/2014 | | 2000 |
| Dollar Tree/Family Dollar | | Rio Grande | | TX | | — |
| | 133 |
| | 1,284 |
| | — |
| | 1,417 |
| | (371 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Victoria | | TX | | — |
| | 441 |
| | 144 |
| | — |
| | 585 |
| | (53 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Green Bay | | WI | | — |
| | 304 |
| | 1,072 |
| | — |
| | 1,376 |
| | (320 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Little Rock | | AR | | — |
| | 125 |
| | 629 |
| | — |
| | 754 |
| | (178 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Avondale | | AZ | | — |
| | 603 |
| | 882 |
| | — |
| | 1,485 |
| | (272 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Coolidge | | AZ | | — |
| | 126 |
| | 785 |
| | — |
| | 911 |
| | (236 | ) | | 2/7/2014 | | 2000 |
| Dollar Tree/Family Dollar | | Phoenix | | AZ | | — |
| | 504 |
| | 1,079 |
| | — |
| | 1,583 |
| | (328 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Dacano | | CO | | — |
| | 155 |
| | 959 |
| | — |
| | 1,114 |
| | (294 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Fort Lupton | | CO | | — |
| | 154 |
| | 1,180 |
| | — |
| | 1,334 |
| | (358 | ) | | 2/7/2014 | | 1961 |
| Dollar Tree/Family Dollar | | Pembroke Park | | FL | | — |
| | 656 |
| | 944 |
| | — |
| | 1,600 |
| | (309 | ) | | 2/7/2014 | | 2006 |
| Dollar Tree/Family Dollar | | Fort Myers | | FL | | — |
| | 189 |
| | 1,344 |
| | — |
| | 1,533 |
| | (389 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Lakeland | | FL | | — |
| | 339 |
| | 785 |
| | — |
| | 1,124 |
| | (239 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Jacksonville | | FL | | — |
| | 271 |
| | 1,121 |
| | — |
| | 1,392 |
| | (309 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Plant City | | FL | | — |
| | 712 |
| | 1,113 |
| | — |
| | 1,825 |
| | (339 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Milton | | FL | | — |
| | 544 |
| | 683 |
| | — |
| | 1,227 |
| | (184 | ) | | 2/7/2014 | | 2010 |
| Dollar Tree/Family Dollar | | Ocala | | FL | | — |
| | 554 |
| | 984 |
| | — |
| | 1,538 |
| | (294 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Deland | | FL | | — |
| | 492 |
| | 1,293 |
| | — |
| | 1,785 |
| | (370 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Jacksonville | | FL | | — |
| | 545 |
| | 1,173 |
| | — |
| | 1,718 |
| | (337 | ) | | 2/7/2014 | | 2008 |
| Dollar Tree/Family Dollar | | Tampa | | FL | | — |
| | 773 |
| | 1,057 |
| | — |
| | 1,830 |
| | (321 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Fort Dodge | | IA | | — |
| | 152 |
| | 449 |
| | (17 | ) | | 584 |
| | (145 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Kansas CIty | | KS | | — |
| | 154 |
| | 1,367 |
| | — |
| | 1,521 |
| | (397 | ) | | 2/7/2014 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Hudson | | MI | | — |
| | 108 |
| | 1,020 |
| | — |
| | 1,128 |
| | (325 | ) | | 2/7/2014 | | 2005 |
| DNU | | Burton | | MI | | — |
| | 131 |
| | 1,164 |
| | — |
| | 1,295 |
| | (349 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Newaygo | | MI | | — |
| | 317 |
| | 677 |
| | — |
| | 994 |
| | (218 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Kentwood | | MI | | — |
| | 389 |
| | 919 |
| | — |
| | 1,308 |
| | (254 | ) | | 2/7/2014 | | 2001 |
| Dollar Tree/Family Dollar | | St. Peter | | MN | | — |
| | 93 |
| | 566 |
| | — |
| | 659 |
| | (162 | ) | | 2/7/2014 | | 1960 |
| Dollar Tree/Family Dollar | | Kansas CIty | | MO | | — |
| | 277 |
| | 812 |
| | — |
| | 1,089 |
| | (238 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Hernandez | | NM | | — |
| | 140 |
| | 1,434 |
| | — |
| | 1,574 |
| | (443 | ) | | 2/7/2014 | | 2008 |
| Dollar Tree/Family Dollar | | Canton | | OH | | — |
| | 93 |
| | 766 |
| | — |
| | 859 |
| | (223 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Memphis | | TN | | — |
| | 215 |
| | 811 |
| | — |
| | 1,026 |
| | (239 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Port Arthur | | TX | | — |
| | 178 |
| | 1,452 |
| | — |
| | 1,630 |
| | (414 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Converse | | TX | | — |
| | 148 |
| | 469 |
| | — |
| | 617 |
| | (141 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Leander | | TX | | — |
| | 355 |
| | 489 |
| | — |
| | 844 |
| | (150 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Beaumont | | TX | | — |
| | 225 |
| | 806 |
| | — |
| | 1,031 |
| | (233 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Houston | | TX | | — |
| | 277 |
| | 1,144 |
| | — |
| | 1,421 |
| | (329 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Noonday | | TX | | — |
| | 103 |
| | 895 |
| | — |
| | 998 |
| | (261 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | San Antonio | | TX | | — |
| | 211 |
| | 567 |
| | — |
| | 778 |
| | (168 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | San Antonio | | TX | | — |
| | 214 |
| | 911 |
| | — |
| | 1,125 |
| | (265 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Deltona | | FL | | 686 |
| | 171 |
| | 1,074 |
| | — |
| | 1,245 |
| | (292 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Deltona | | FL | | 1,042 |
| | 206 |
| | 1,578 |
| | — |
| | 1,784 |
| | (441 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Fort Meade | | FL | | 417 |
| | 211 |
| | 606 |
| | — |
| | 817 |
| | (161 | ) | | 2/7/2014 | | 2000 |
| Dollar General | | Kissimmee | | FL | | — |
| | 643 |
| | 1,071 |
| | — |
| | 1,714 |
| | (299 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Lake City | | FL | | 622 |
| | 186 |
| | 872 |
| | — |
| | 1,058 |
| | (249 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | St Petersburg | | FL | | 1,093 |
| | 690 |
| | 1,000 |
| | — |
| | 1,690 |
| | (309 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Des Moines | | IA | | 822 |
| | 411 |
| | 871 |
| | — |
| | 1,282 |
| | (266 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Indianapolis | | IN | | 613 |
| | 375 |
| | 707 |
| | — |
| | 1,082 |
| | (195 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Princeton | | IN | | 526 |
| | 300 |
| | 486 |
| | — |
| | 786 |
| | (151 | ) | | 2/7/2014 | | 2000 |
| Dollar Tree/Family Dollar | | Terre Haute | | IN | | 394 |
| | 235 |
| | 427 |
| | — |
| | 662 |
| | (129 | ) | | 2/7/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Abbeville | | LA | | 740 |
| | 141 |
| | 949 |
| | — |
| | 1,090 |
| | (290 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Farmerville | | LA | | 722 |
| | 110 |
| | 968 |
| | — |
| | 1,078 |
| | (290 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | New Orleans | | LA | | 1,146 |
| | 547 |
| | 1,252 |
| | — |
| | 1,799 |
| | (372 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Shreveport | | LA | | 892 |
| | 177 |
| | 1,177 |
| | — |
| | 1,354 |
| | (349 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Pontiac | | MI | | 962 |
| | 136 |
| | 1,249 |
| | — |
| | 1,385 |
| | (381 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Kansas CIty | | MO | | 1,211 |
| | 119 |
| | 1,705 |
| | — |
| | 1,824 |
| | (505 | ) | | 2/7/2014 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Family Dollar | | San Antonio | | TX | | 728 |
| | 214 |
| | 911 |
| | — |
| | 1,125 |
| | (191 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | San Antonio | | TX | | 1,143 |
| | 117 |
| | 1,619 |
| | — |
| | 1,736 |
| | (338 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | San Benito | | TX | | 598 |
| | 132 |
| | 772 |
| | — |
| | 904 |
| | (164 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | San Diego | | TX | | 602 |
| | 55 |
| | 855 |
| | — |
| | 910 |
| | (180 | ) | | 2/7/2014 | | 2004 |
| Family Dollar | | Seadrift | | TX | | — |
| | 51 |
| | 832 |
| | — |
| | 883 |
| | (121 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Somerville | | TX | | — |
| | 131 |
| | 743 |
| | — |
| | 874 |
| | (209 | ) | | 12/31/2012 | | 1995 |
| Family Dollar | | Sonora | | TX | | — |
| | 49 |
| | 548 |
| | — |
| | 597 |
| | (96 | ) | | 8/28/2014 | | 2001 |
| Family Dollar | | Tyler | | TX | | 416 |
| | 132 |
| | 554 |
| | — |
| | 686 |
| | (116 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Victoria | | TX | | — |
| | 441 |
| | 144 |
| | — |
| | 585 |
| | (38 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Waco | | TX | | 440 |
| | 125 |
| | 544 |
| | — |
| | 669 |
| | (116 | ) | | 2/7/2014 | | 2001 |
| Family Dollar | | Weatherford | | TX | | — |
| | 218 |
| | 1,057 |
| | (5 | ) | | 1,270 |
| | (174 | ) | | 10/10/2014 | | 2014 |
| Family Dollar | | Beaver | | UT | | 646 |
| | 107 |
| | 913 |
| | — |
| | 1,020 |
| | (194 | ) | | 2/7/2014 | | 2007 |
| Family Dollar | | Bristol | | VA | | 608 |
| | 104 |
| | 837 |
| | — |
| | 941 |
| | (186 | ) | | 2/7/2014 | | 1978 |
| Family Dollar | | Gretna | | VA | | — |
| | 131 |
| | 744 |
| | — |
| | 875 |
| | (186 | ) | | 7/2/2013 | | 2012 |
| Family Dollar | | Hopewell | | VA | | — |
| | 430 |
| | 987 |
| | — |
| | 1,417 |
| | (222 | ) | | 2/26/2014 | | 2014 |
| Family Dollar | | Petersburg | | VA | | 948 |
| | 142 |
| | 1,209 |
| | — |
| | 1,351 |
| | (269 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Stuart | | VA | | — |
| | 204 |
| | 750 |
| | — |
| | 954 |
| | (82 | ) | | 4/18/2014 | | 2013 |
| Family Dollar | | Wirtz | | VA | | — |
| | 148 |
| | 919 |
| | — |
| | 1,067 |
| | (134 | ) | | 8/28/2014 | | 2013 |
| Family Dollar | | Green Bay | | WI | | — |
| | 304 |
| | 1,072 |
| | — |
| | 1,376 |
| | (230 | ) | | 2/7/2014 | | 2011 |
| Family Dollar | | Markesan | | WI | | — |
| | 92 |
| | 831 |
| | — |
| | 923 |
| | (189 | ) | | 12/12/2013 | | 2013 |
| Family Dollar | | Mayville | | WI | | — |
| | 128 |
| | 1,023 |
| | — |
| | 1,151 |
| | (228 | ) | | 2/26/2014 | | 2014 |
| Family Dollar | | Milwaukee | | WI | | 970 |
| | 161 |
| | 1,397 |
| | — |
| | 1,558 |
| | (288 | ) | | 2/7/2014 | | 2003 |
| Family Dollar | | Thorp | | WI | | — |
| | 90 |
| | 810 |
| | — |
| | 900 |
| | (199 | ) | | 8/30/2013 | | 2013 |
| Family Dollar | | Webster | | WI | | — |
| | 43 |
| | 808 |
| | — |
| | 851 |
| | (202 | ) | | 7/11/2013 | | 2013 |
| Family Dollar | | Alderson | | WV | | — |
| | 166 |
| | 663 |
| | — |
| | 829 |
| | (166 | ) | | 7/11/2013 | | 2012 |
| Family Dollar | | Kemmerer | | WY | | — |
| | 45 |
| | 853 |
| | — |
| | 898 |
| | (234 | ) | | 2/22/2013 | | 2013 |
| Family Dollar | | Mountain View | | WY | | — |
| | 44 |
| | 838 |
| | — |
| | 882 |
| | (202 | ) | | 9/13/2013 | | 2013 |
| Family Dollar | | Torrington | | WY | | — |
| | 72 |
| | 645 |
| | — |
| | 717 |
| | (167 | ) | | 5/9/2013 | | 1995 |
| Family Fare Supermarket | | Battle Creek | | MI | | — |
| | 1,393 |
| | 7,950 |
| | — |
| | 9,343 |
| | (1,716 | ) | | 2/7/2014 | | 2010 |
| Farmers Insurance | | Mercer Island | | WA | | — |
| | 24,285 |
| | 28,210 |
| | — |
| | 52,495 |
| | (5,714 | ) | | 11/5/2013 | | 1982 |
| Fazoli's | | Carmel | | IN | | — |
| | 427 |
| | 522 |
| | — |
| | 949 |
| | (123 | ) | | 7/31/2013 | | 1986 |
| FedEx | | Homewood | | AL | | — |
| | 522 |
| | 779 |
| | — |
| | 1,301 |
| | (199 | ) | | 6/27/2013 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Kansas CIty | | MO | | 970 |
| | 142 |
| | 1,338 |
| | — |
| | 1,480 |
| | (393 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Alamorgordo | | NM | | 524 |
| | 161 |
| | 675 |
| | — |
| | 836 |
| | (193 | ) | | 2/7/2014 | | 2001 |
| Dollar Tree/Family Dollar | | Clovis | | NM | | 657 |
| | 119 |
| | 854 |
| | — |
| | 973 |
| | (254 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Roswell | | NM | | 766 |
| | 140 |
| | 953 |
| | — |
| | 1,093 |
| | (289 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Cleveland | | OH | | 1,370 |
| | 216 |
| | 1,818 |
| | — |
| | 2,034 |
| | (542 | ) | | 2/7/2014 | | 1994 |
| Dollar Tree/Family Dollar | | Loveland | | OH | | 798 |
| | 179 |
| | 986 |
| | — |
| | 1,165 |
| | (301 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Middleton | | OH | | 660 |
| | 137 |
| | 869 |
| | — |
| | 1,006 |
| | (259 | ) | | 2/7/2014 | | 2001 |
| Dollar Tree/Family Dollar | | Memphis | | TN | | 1,251 |
| | 376 |
| | 1,508 |
| | — |
| | 1,884 |
| | (452 | ) | | 2/7/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Memphis | | TN | | 973 |
| | 336 |
| | 1,156 |
| | — |
| | 1,492 |
| | (343 | ) | | 2/7/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Cockrell Hill | | TX | | 970 |
| | 369 |
| | 1,156 |
| | — |
| | 1,525 |
| | (340 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Dallas | | TX | | 627 |
| | 292 |
| | 676 |
| | — |
| | 968 |
| | (208 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Dickinson | | TX | | 681 |
| | 182 |
| | 876 |
| | — |
| | 1,058 |
| | (257 | ) | | 2/7/2014 | | 2010 |
| Dollar Tree/Family Dollar | | Houston | | TX | | 920 |
| | 1,355 |
| | 95 |
| | — |
| | 1,450 |
| | (48 | ) | | 2/7/2014 | | 1981 |
| Dollar Tree/Family Dollar | | Palestine | | TX | | 671 |
| | 120 |
| | 914 |
| | — |
| | 1,034 |
| | (270 | ) | | 2/7/2014 | | 2000 |
| Dollar Tree/Family Dollar | | Pharr | | TX | | 969 |
| | 219 |
| | 1,253 |
| | — |
| | 1,472 |
| | (364 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Raymondville | | TX | | 542 |
| | 117 |
| | 707 |
| | — |
| | 824 |
| | (207 | ) | | 2/7/2014 | | 2002 |
| Dollar Tree/Family Dollar | | San Antonio | | TX | | 1,143 |
| | 117 |
| | 1,619 |
| | — |
| | 1,736 |
| | (467 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | San Benito | | TX | | 598 |
| | 132 |
| | 772 |
| | — |
| | 904 |
| | (226 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | San Diego | | TX | | 602 |
| | 55 |
| | 855 |
| | — |
| | 910 |
| | (249 | ) | | 2/7/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Bristol | | VA | | 608 |
| | 104 |
| | 837 |
| | — |
| | 941 |
| | (259 | ) | | 2/7/2014 | | 1978 |
| West Marine | | Harrison Township | | MI | | — |
| | 452 |
| | 2,092 |
| | — |
| | 2,544 |
| | (741 | ) | | 2/7/2014 | | 2009 |
| Amazon | | Chattanooga | | TN | | 40,800 |
| | 1,995 |
| | 54,332 |
| | — |
| | 56,327 |
| | (14,526 | ) | | 2/7/2014 | | 2011 |
| Advance Auto Parts | | Georgetown | | KY | | — |
| | 510 |
| | 1,323 |
| | — |
| | 1,833 |
| | (350 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Frankfort | | KY | | — |
| | 833 |
| | 1,034 |
| | — |
| | 1,867 |
| | (282 | ) | | 2/7/2014 | | 2007 |
| Golden Corral | | Akron | | OH | | — |
| | 640 |
| | 2,133 |
| | — |
| | 2,773 |
| | (617 | ) | | 2/7/2014 | | 2003 |
| Golden Corral | | Canton | | OH | | — |
| | 647 |
| | 2,135 |
| | — |
| | 2,782 |
| | (651 | ) | | 2/7/2014 | | 2002 |
| Golden Corral | | Cincinnati | | OH | | — |
| | 694 |
| | 2,066 |
| | (20 | ) | | 2,740 |
| | (623 | ) | | 2/7/2014 | | 1999 |
| Golden Corral | | Clarksville | | IN | | — |
| | 1,061 |
| | 1,344 |
| | — |
| | 2,405 |
| | (542 | ) | | 2/7/2014 | | 2002 |
| Golden Corral | | Cleveland | | OH | | — |
| | 1,109 |
| | 2,315 |
| | — |
| | 3,424 |
| | (653 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Beavercreek | | OH | | — |
| | 713 |
| | 1,858 |
| | — |
| | 2,571 |
| | (521 | ) | | 2/7/2014 | | 2000 |
| Golden Corral | | Dayton | | OH | | — |
| | 579 |
| | 1,429 |
| | — |
| | 2,008 |
| | (436 | ) | | 2/7/2014 | | 2000 |
| Golden Corral | | Dayton | | OH | | — |
| | 774 |
| | 2,766 |
| | — |
| | 3,540 |
| | (816 | ) | | 2/7/2014 | | 2002 |
| Golden Corral | | Elyria | | OH | | — |
| | 1,167 |
| | 1,599 |
| | — |
| | 2,766 |
| | (463 | ) | | 2/7/2014 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| FedEx | | Tempe | | AZ | | — |
| | 2,914 |
| | 12,300 |
| | 133 |
| | 15,347 |
| | (2,202 | ) | | 6/25/2014 | | 2004 |
| FedEx | | Yuma | | AZ | | — |
| | — |
| | 2,076 |
| | — |
| | 2,076 |
| | (658 | ) | | 10/17/2012 | | 2011 |
| FedEx | | Chico | | CA | | — |
| | 308 |
| | 2,776 |
| | 123 |
| | 3,207 |
| | (861 | ) | | 11/9/2012 | | 2006 |
| FedEx | | Commerce City | | CO | | — |
| | 6,556 |
| | 26,224 |
| | 393 |
| | 33,173 |
| | (8,779 | ) | | 3/20/2012 | | 2007 |
| FedEx | | Melbourne | | FL | | — |
| | 159 |
| | 1,433 |
| | — |
| | 1,592 |
| | (390 | ) | | 7/26/2013 | | 2001 |
| FedEx | | Des Moines | | IA | | — |
| | 733 |
| | 1,361 |
| | 183 |
| | 2,277 |
| | (403 | ) | | 4/18/2013 | | 1986 |
| FedEx | | Ottumwa | | IA | | — |
| | 205 |
| | 2,552 |
| | 2,749 |
| | 5,506 |
| | (1,019 | ) | | 10/30/2012 | | 2012 |
| FedEx | | Waterloo | | IA | | — |
| | 152 |
| | 2,882 |
| | — |
| | 3,034 |
| | (842 | ) | | 3/22/2013 | | 2006 |
| FedEx | | Effingham | | IL | | 6,811 |
| | 1,875 |
| | 14,827 |
| | — |
| | 16,702 |
| | (2,715 | ) | | 2/7/2014 | | 2008 |
| FedEx | | Kankakee | | IL | | — |
| | 195 |
| | 1,103 |
| | 176 |
| | 1,474 |
| | (377 | ) | | 5/31/2012 | | 2003 |
| FedEx | | Quincy | | IL | | — |
| | 371 |
| | 2,101 |
| | 3,011 |
| | 5,483 |
| | (934 | ) | | 9/28/2012 | | 2012 |
| FedEx | | Evansville | | IN | | — |
| | 665 |
| | 2,661 |
| | — |
| | 3,326 |
| | (873 | ) | | 5/31/2012 | | 1998 |
| FedEx | | Kokomo | | IN | | — |
| | 186 |
| | 3,541 |
| | 3,442 |
| | 7,169 |
| | (1,367 | ) | | 3/16/2012 | | 2012 |
| FedEx | | Lafayette | | IN | | 2,157 |
| | 768 |
| | 4,128 |
| | — |
| | 4,896 |
| | (734 | ) | | 2/7/2014 | | 2008 |
| FedEx | | Independence | | KS | | — |
| | 114 |
| | 2,166 |
| | — |
| | 2,280 |
| | (677 | ) | | 10/30/2012 | | 2012 |
| FedEx | | Hazard | | KY | | — |
| | 215 |
| | 4,085 |
| | — |
| | 4,300 |
| | (1,290 | ) | | 9/28/2012 | | 2012 |
| FedEx | | London | | KY | | — |
| | 350 |
| | 3,151 |
| | — |
| | 3,501 |
| | (809 | ) | | 10/11/2013 | | 2013 |
| FedEx | | Bossier City | | LA | | — |
| | 295 |
| | 6,223 |
| | — |
| | 6,518 |
| | (1,198 | ) | | 2/7/2014 | | 2009 |
| FedEx | | Grand Rapids | | MI | | — |
| | 1,797 |
| | 7,189 |
| | — |
| | 8,986 |
| | (2,337 | ) | | 6/14/2012 | | 2012 |
| FedEx | | Port Huron | | MI | | — |
| | 125 |
| | 1,121 |
| | — |
| | 1,246 |
| | (316 | ) | | 5/31/2013 | | 2003 |
| FedEx | | Roseville | | MN | | — |
| | 1,462 |
| | 8,282 |
| | — |
| | 9,744 |
| | (2,564 | ) | | 11/30/2012 | | 2012 |
| FedEx | | Mccomb | | MS | | — |
| | 548 |
| | 3,268 |
| | 2,212 |
| | 6,028 |
| | (736 | ) | | 2/7/2014 | | 2008 |
| FedEx | | Butte | | MT | | — |
| | 403 |
| | 7,653 |
| | 2,763 |
| | 10,819 |
| | (2,899 | ) | | 9/27/2011 | | 2001 |
| FedEx | | Greenville | | NC | | — |
| | 363 |
| | 6,903 |
| | — |
| | 7,266 |
| | (2,329 | ) | | 2/22/2012 | | 2006 |
| FedEx | | Belmont | | NH | | — |
| | 265 |
| | 2,386 |
| | — |
| | 2,651 |
| | (820 | ) | | 12/29/2011 | | 1991 |
| FedEx | | Wendover | | NV | | — |
| | 262 |
| | 1,483 |
| | — |
| | 1,745 |
| | (441 | ) | | 2/25/2013 | | 2012 |
| FedEx | | Blauvelt | | NY | | 26,100 |
| | 14,420 |
| | 26,779 |
| | — |
| | 41,199 |
| | (8,870 | ) | | 4/5/2012 | | 2012 |
| FedEx | | Marcy | | NY | | — |
| | 339 |
| | 5,795 |
| | — |
| | 6,134 |
| | (1,496 | ) | | 9/5/2014 | | 2006 |
| FedEx | | Plattsburg | | NY | | 2,614 |
| | 801 |
| | 3,982 |
| | — |
| | 4,783 |
| | (830 | ) | | 2/7/2014 | | 2008 |
| FedEx | | Lebanon | | OH | | — |
| | 1,492 |
| | 8,452 |
| | — |
| | 9,944 |
| | (2,381 | ) | | 8/26/2013 | | 2013 |
| FedEx | | Northwood | | OH | | 2,410 |
| | 674 |
| | 5,497 |
| | 486 |
| | 6,657 |
| | (995 | ) | | 2/7/2014 | | 1998 |
| FedEx | | Tulsa | | OK | | — |
| | 458 |
| | 8,695 |
| | — |
| | 9,153 |
| | (2,934 | ) | | 2/22/2012 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Golden Corral | | Fairfield | | OH | | — |
| | 859 |
| | 1,135 |
| | — |
| | 1,994 |
| | (341 | ) | | 2/7/2014 | | 1999 |
| Golden Corral | | Grove City | | OH | | — |
| | 926 |
| | 1,859 |
| | — |
| | 2,785 |
| | (542 | ) | | 2/7/2014 | | 2007 |
| Golden Corral | | Louisville | | KY | | — |
| | 1,020 |
| | 1,173 |
| | — |
| | 2,193 |
| | (384 | ) | | 2/7/2014 | | 2001 |
| Golden Corral | | Monroeville | | PA | | — |
| | 1,647 |
| | 849 |
| | — |
| | 2,496 |
| | (191 | ) | | 2/7/2014 | | 1982 |
| Golden Corral | | Northfield | | OH | | — |
| | 947 |
| | 1,061 |
| | — |
| | 2,008 |
| | (304 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Ontario | | OH | | — |
| | 616 |
| | 2,412 |
| | — |
| | 3,028 |
| | (726 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Richmond | | IN | | — |
| | 728 |
| | 723 |
| | — |
| | 1,451 |
| | (258 | ) | | 2/7/2014 | | 2002 |
| Golden Corral | | Springfield | | OH | | — |
| | 619 |
| | 1,142 |
| | — |
| | 1,761 |
| | (325 | ) | | 2/7/2014 | | 2000 |
| Golden Corral | | Toledo | | OH | | — |
| | 838 |
| | 3,333 |
| | — |
| | 4,171 |
| | (934 | ) | | 2/7/2014 | | 2004 |
| Goodyear | | Columbia | | SC | | — |
| | 656 |
| | 2,077 |
| | — |
| | 2,733 |
| | (575 | ) | | 2/7/2014 | | 2010 |
| Goodyear | | Cumming | | GA | | — |
| | 534 |
| | 2,516 |
| | — |
| | 3,050 |
| | (685 | ) | | 2/7/2014 | | 2010 |
| Goodyear | | Cumming | | GA | | — |
| | 1,085 |
| | 1,915 |
| | (11 | ) | | 2,989 |
| | (551 | ) | | 2/7/2014 | | 2010 |
| AutoZone | | Hernando | | MS | | — |
| | 141 |
| | 833 |
| | 53 |
| | 1,027 |
| | (216 | ) | | 2/7/2014 | | 2003 |
| CVS | | Oklahoma City | | OK | | — |
| | 569 |
| | 1,609 |
| | — |
| | 2,178 |
| | (458 | ) | | 2/7/2014 | | 1996 |
| Advance Auto Parts | | Dayton | | OH | | — |
| | 470 |
| | 1,349 |
| | — |
| | 1,819 |
| | (384 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Florence | | KY | | — |
| | 550 |
| | 1,280 |
| | — |
| | 1,830 |
| | (364 | ) | | 2/7/2014 | | 2008 |
| Advance Auto Parts | | Mishawaka | | IN | | — |
| | 429 |
| | 1,373 |
| | — |
| | 1,802 |
| | (382 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Richmond | | IN | | — |
| | 377 |
| | 1,616 |
| | — |
| | 1,993 |
| | (442 | ) | | 2/7/2014 | | 2007 |
| Advance Auto Parts | | Spring | | TX | | — |
| | 388 |
| | 1,616 |
| | — |
| | 2,004 |
| | (408 | ) | | 2/7/2014 | | 2007 |
| Ulta Beauty | | Fort Gratiot | | MI | | — |
| | 164 |
| | 2,083 |
| | — |
| | 2,247 |
| | (558 | ) | | 2/7/2014 | | 2012 |
| Pier 1 Imports | | Victoria | | TX | | — |
| | 457 |
| | 1,767 |
| | — |
| | 2,224 |
| | (521 | ) | | 2/7/2014 | | 2011 |
| Tractor Supply | | Middletown | | DE | | — |
| | 1,487 |
| | 3,293 |
| | — |
| | 4,780 |
| | (784 | ) | | 2/7/2014 | | 2007 |
| O'Reilly Auto Parts | | Louisville | | KY | | — |
| | 573 |
| | 794 |
| | — |
| | 1,367 |
| | (234 | ) | | 2/7/2014 | | 2011 |
| Trader Joe's | | Lexington | | KY | | — |
| | 2,287 |
| | 3,795 |
| | — |
| | 6,082 |
| | (1,128 | ) | | 2/7/2014 | | 2012 |
| Mattress Firm | | Fairview Heights | | IL | | — |
| | 231 |
| | 958 |
| | — |
| | 1,189 |
| | (305 | ) | | 2/7/2014 | | 1977 |
| RSA Security | | Bedford | | MA | | — |
| | 16,594 |
| | 75,137 |
| | 1,217 |
| | 92,948 |
| | (19,572 | ) | | 2/7/2014 | | 2001 |
| Sysmex | | Lincolnshire | | IL | | 22,500 |
| | 4,143 |
| | 36,987 |
| | — |
| | 41,130 |
| | (10,057 | ) | | 2/7/2014 | | 2010 |
| Benihana | | Maple Grove | | MN | | — |
| | 1,319 |
| | 2,604 |
| | — |
| | 3,923 |
| | (866 | ) | | 2/7/2014 | | 2006 |
| Benihana | | Farmington Hills | | MI | | — |
| | 2,025 |
| | 2,049 |
| | — |
| | 4,074 |
| | (783 | ) | | 2/7/2014 | | 2012 |
| Benihana | | Anchorage | | AK | | — |
| | 1,391 |
| | 1,877 |
| | — |
| | 3,268 |
| | (629 | ) | | 2/7/2014 | | 1998 |
| Benihana | | Dallas | | TX | | — |
| | 2,988 |
| | 1,275 |
| | — |
| | 4,263 |
| | (502 | ) | | 2/7/2014 | | 1975 |
| Benihana | | Miami Beach | | FL | | — |
| | 3,775 |
| | 433 |
| | 3,367 |
| | 7,575 |
| | — |
| | 2/7/2014 | | 1972 |
| Benihana | | Stuart | | FL | | — |
| | 1,661 |
| | 1,917 |
| | — |
| | 3,578 |
| | (664 | ) | | 2/7/2014 | | 1976 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| FedEx | | Tulsa | | OK | | — |
| | 1,476 |
| | 18,054 |
| | 555 |
| | 20,085 |
| | (4,470 | ) | | 3/31/2014 | | 1999 |
| FedEx | | Tinicum | | PA | | — |
| | — |
| | 32,180 |
| | 549 |
| | 32,729 |
| | (8,669 | ) | | 8/15/2013 | | 2013 |
| FedEx | | Rapid City | | SD | | — |
| | 305 |
| | 2,741 |
| | 4,584 |
| | 7,630 |
| | (1,162 | ) | | 5/8/2015 | | 2007 |
| FedEx | | Blountville | | TN | | — |
| | 562 |
| | 5,056 |
| | — |
| | 5,618 |
| | (1,706 | ) | | 2/3/2012 | | 2009 |
| FedEx | | Humboldt | | TN | | — |
| | 239 |
| | 4,543 |
| | — |
| | 4,782 |
| | (1,463 | ) | | 7/11/2012 | | 2008 |
| FedEx | | Bryan | | TX | | — |
| | 1,422 |
| | 4,763 |
| | 41 |
| | 6,226 |
| | (1,203 | ) | | 6/15/2012 | | 1995 |
| FedEx | | Omak | | WA | | — |
| | 252 |
| | 1,425 |
| | — |
| | 1,677 |
| | (450 | ) | | 9/27/2012 | | 2012 |
| FedEx | | Wenatchee | | WA | | — |
| | 266 |
| | 2,393 |
| | — |
| | 2,659 |
| | (756 | ) | | 9/27/2012 | | 1995 |
| FedEx | | Menomonee Falls | | WI | | — |
| | 4,215 |
| | 14,555 |
| | — |
| | 18,770 |
| | (1,315 | ) | | 2/18/2016 | | 2015 |
| FedEx | | Parkersburg | | WV | | — |
| | 193 |
| | 3,671 |
| | — |
| | 3,864 |
| | (1,159 | ) | | 9/20/2012 | | 2012 |
| Fire Mountain Buffet | | Summerville | | SC | | — |
| | 245 |
| | 1,308 |
| | (1,241 | ) | | 312 |
| | (47 | ) | | 1/8/2014 | | 1997 |
| Fire Mountain Buffet | | Charleston | | WV | | — |
| | 243 |
| | 1,305 |
| | (1,228 | ) | | 320 |
| | (58 | ) | | 1/8/2014 | | 2000 |
| First Bank | | Pinellas Park | | FL | | — |
| | 630 |
| | 1,470 |
| | 4 |
| | 2,104 |
| | (332 | ) | | 10/1/2013 | | 1980 |
| Fleming's Steakhouse | | Englewood | | CO | | — |
| | 1,152 |
| | 3,055 |
| | — |
| | 4,207 |
| | (719 | ) | | 2/7/2014 | | 2004 |
| Flint Energy Technologies | | Rhome | | TX | | — |
| | 284 |
| | 1,752 |
| | — |
| | 2,036 |
| | (283 | ) | | 9/19/2014 | | 2014 |
| Floor & Decor | | Mcdonough | | GA | | — |
| | 1,859 |
| | 7,711 |
| | — |
| | 9,570 |
| | (248 | ) | | 12/13/2016 | | 2015 |
| Folsom Gateway II | | Folsom | | CA | | 21,600 |
| | 10,314 |
| | 27,983 |
| | 141 |
| | 38,438 |
| | (5,477 | ) | | 2/7/2014 | | 2006 |
| Food Lion | | Moyock | | NC | | — |
| | 1,269 |
| | 2,950 |
| | — |
| | 4,219 |
| | (690 | ) | | 2/7/2014 | | 1999 |
| Forum Energy Technology | | Guthrie | | OK | | — |
| | 393 |
| | 1,305 |
| | — |
| | 1,698 |
| | (219 | ) | | 6/25/2014 | | 1979 |
| Forum Energy Technology | | Gainesville | | TX | | — |
| | 123 |
| | 6,019 |
| | — |
| | 6,142 |
| | (973 | ) | | 6/25/2014 | | 2008 |
| Fresenius Medical Care | | Fairhope | | AL | | — |
| | — |
| | 2,035 |
| | — |
| | 2,035 |
| | (426 | ) | | 7/8/2013 | | 2006 |
| Fresenius Medical Care | | Foley | | AL | | — |
| | 287 |
| | 2,580 |
| | — |
| | 2,867 |
| | (541 | ) | | 7/8/2013 | | 2009 |
| Fresenius Medical Care | | Mobile | | AL | | — |
| | 278 |
| | 2,505 |
| | — |
| | 2,783 |
| | (525 | ) | | 7/8/2013 | | 2009 |
| Fresenius Medical Care | | Defuniak Springs | | FL | | — |
| | 115 |
| | 2,180 |
| | — |
| | 2,295 |
| | (457 | ) | | 7/8/2013 | | 2008 |
| Fresenius Medical Care | | Aurora | | IL | | 2,294 |
| | 287 |
| | 2,584 |
| | 15 |
| | 2,886 |
| | (642 | ) | | 7/13/2012 | | 1996 |
| Fresenius Medical Care | | Chicago | | IL | | — |
| | 588 |
| | 1,764 |
| | — |
| | 2,352 |
| | (438 | ) | | 7/31/2012 | | 1960 |
| Fresenius Medical Care | | Waukegan | | IL | | — |
| | 94 |
| | 1,792 |
| | 61 |
| | 1,947 |
| | (453 | ) | | 7/31/2012 | | 1980 |
| Fresenius Medical Care | | Peru | | IN | | — |
| | 69 |
| | 1,305 |
| | — |
| | 1,374 |
| | (327 | ) | | 6/27/2012 | | 1982 |
| Fresenius Medical Care | | Bossier City | | LA | | — |
| | 120 |
| | 682 |
| | — |
| | 802 |
| | (159 | ) | | 1/30/2013 | | 2008 |
| Fresenius Medical Care | | Caro | | MI | | — |
| | 92 |
| | 1,744 |
| | — |
| | 1,836 |
| | (437 | ) | | 6/5/2012 | | 1995 |
| Fresenius Medical Care | | Jackson | | MI | | 1,948 |
| | 137 |
| | 2,603 |
| | — |
| | 2,740 |
| | (653 | ) | | 6/5/2012 | | 1995 |
| Fresenius Medical Care | | Albemarle | | NC | | — |
| | 139 |
| | 1,253 |
| | — |
| | 1,392 |
| | (277 | ) | | 4/30/2013 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Benihana | | Schaumburg | | IL | | — |
| | 2,319 |
| | 1,396 |
| | — |
| | 3,715 |
| | (500 | ) | | 2/7/2014 | | 1992 |
| Benihana | | Alpharetta | | GA | | — |
| | 1,151 |
| | 1,485 |
| | — |
| | 2,636 |
| | (269 | ) | | 2/7/2014 | | 2003 |
| Benihana | | Wheeling | | IL | | — |
| | 1,896 |
| | 1,273 |
| | — |
| | 3,169 |
| | (310 | ) | | 2/7/2014 | | 2001 |
| Trader Joe's | | Sarasota | | FL | | — |
| | 1,646 |
| | 5,416 |
| | — |
| | 7,062 |
| | (1,540 | ) | | 2/7/2014 | | 2012 |
| US Bank | | Fayetteville | | NC | | — |
| | 608 |
| | 1,741 |
| | — |
| | 2,349 |
| | (454 | ) | | 2/7/2014 | | 2012 |
| Advance Auto Parts | | Candler | | NC | | — |
| | 399 |
| | 1,202 |
| | — |
| | 1,601 |
| | (333 | ) | | 2/7/2014 | | 2012 |
| JOANN | | Shakopee | | MN | | — |
| | 994 |
| | 1,807 |
| | — |
| | 2,801 |
| | (500 | ) | | 2/7/2014 | | 2012 |
| Stripes | | Brady | | TX | | — |
| | 203 |
| | 3,205 |
| | — |
| | 3,408 |
| | (965 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Brownsville | | TX | | — |
| | 613 |
| | 3,195 |
| | — |
| | 3,808 |
| | (984 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Corpus Christi | | TX | | — |
| | 681 |
| | 2,047 |
| | — |
| | 2,728 |
| | (645 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Corpus Christi | | TX | | — |
| | 1,011 |
| | 3,125 |
| | — |
| | 4,136 |
| | (970 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Corpus Christi | | TX | | — |
| | 803 |
| | 3,109 |
| | — |
| | 3,912 |
| | (965 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Edinburg | | TX | | — |
| | 488 |
| | 2,499 |
| | — |
| | 2,987 |
| | (834 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Edinburg | | TX | | — |
| | 450 |
| | 2,818 |
| | — |
| | 3,268 |
| | (792 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Houston | | TX | | — |
| | 1,204 |
| | 2,069 |
| | — |
| | 3,273 |
| | (634 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Midland | | TX | | — |
| | 1,098 |
| | 4,857 |
| | — |
| | 5,955 |
| | (1,485 | ) | | 2/7/2014 | | 2006 |
| Stripes | | Mission | | TX | | — |
| | 1,007 |
| | 3,178 |
| | (33 | ) | | 4,152 |
| | (920 | ) | | 2/7/2014 | | 2003 |
| Stripes | | Odessa | | TX | | — |
| | 803 |
| | 3,596 |
| | — |
| | 4,399 |
| | (1,565 | ) | | 2/7/2014 | | 1998 |
| Stripes | | San Angelo | | TX | | — |
| | 772 |
| | 4,025 |
| | — |
| | 4,797 |
| | (1,231 | ) | | 2/7/2014 | | 1997 |
| Stripes | | San Angelo | | TX | | — |
| | 1,006 |
| | 3,277 |
| | — |
| | 4,283 |
| | (1,017 | ) | | 2/7/2014 | | 2007 |
| Vacant | | Melbourne | | FL | | — |
| | 405 |
| | 1,237 |
| | (942 | ) | | 700 |
| | — |
| | 2/7/2014 | | 2011 |
| Road Ranger | | Winnebago | | IL | | — |
| | 707 |
| | 3,202 |
| | — |
| | 3,909 |
| | (983 | ) | | 2/7/2014 | | 1998 |
| Urban Air Adventure Park | | Coral Springs | | FL | | — |
| | 4,264 |
| | 5,289 |
| | 200 |
| | 9,753 |
| | (1,467 | ) | | 2/7/2014 | | 2010 |
| WaWa | | Gap | | PA | | — |
| | 561 |
| | 5,054 |
| | (17 | ) | | 5,598 |
| | (1,451 | ) | | 2/7/2014 | | 2004 |
| Best Buy | | Chesterfield | | MO | | — |
| | 1,537 |
| | 4,123 |
| | — |
| | 5,660 |
| | (1,262 | ) | | 2/7/2014 | | 2012 |
| Cost Plus World Market | | La Quinta | | CA | | — |
| | 1,211 |
| | 4,786 |
| | — |
| | 5,997 |
| | (1,388 | ) | | 2/7/2014 | | 2007 |
| Sprouts | | Centennial | | CO | | — |
| | 1,581 |
| | 6,394 |
| | — |
| | 7,975 |
| | (1,946 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Tuscaloosa | | AL | | — |
| | 746 |
| | 1,979 |
| | — |
| | 2,725 |
| | (485 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Phenix City | | AL | | — |
| | 267 |
| | 929 |
| | — |
| | 1,196 |
| | (279 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Lyerly | | GA | | — |
| | 251 |
| | 992 |
| | — |
| | 1,243 |
| | (297 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Grambling | | LA | | — |
| | 597 |
| | 719 |
| | — |
| | 1,316 |
| | (230 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Lake Charles | | LA | | — |
| | 406 |
| | 770 |
| | — |
| | 1,176 |
| | (237 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Lowell | | OH | | — |
| | 157 |
| | 1,114 |
| | — |
| | 1,271 |
| | (325 | ) | | 2/7/2014 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Fresenius Medical Care | | Angiers | | NC | | — |
| | 203 |
| | 1,152 |
| | — |
| | 1,355 |
| | (255 | ) | | 4/30/2013 | | 2012 |
| Fresenius Medical Care | | Asheboro | | NC | | 2,373 |
| | 323 |
| | 2,903 |
| | — |
| | 3,226 |
| | (642 | ) | | 4/30/2013 | | 2012 |
| Fresenius Medical Care | | Clinton | | NC | | — |
| | 139 |
| | 2,655 |
| | 3 |
| | 2,797 |
| | (566 | ) | | 6/28/2013 | | 1995 |
| Fresenius Medical Care | | Fairmont | | NC | | — |
| | 201 |
| | 1,819 |
| | 6 |
| | 2,026 |
| | (387 | ) | | 6/28/2013 | | 2002 |
| Fresenius Medical Care | | Fayetteville | | NC | | — |
| | 420 |
| | 2,379 |
| | — |
| | 2,799 |
| | (508 | ) | | 6/28/2013 | | 1995 |
| Fresenius Medical Care | | Fayetteville | | NC | | — |
| | 134 |
| | 2,551 |
| | — |
| | 2,685 |
| | (545 | ) | | 6/28/2013 | | 2004 |
| Fresenius Medical Care | | Fayetteville | | NC | | — |
| | 178 |
| | 3,379 |
| | — |
| | 3,557 |
| | (721 | ) | | 6/28/2013 | | 1999 |
| Fresenius Medical Care | | Lumberton | | NC | | — |
| | 117 |
| | 2,216 |
| | — |
| | 2,333 |
| | (473 | ) | | 6/28/2013 | | 1986 |
| Fresenius Medical Care | | Pembroke | | NC | | — |
| | 81 |
| | 1,547 |
| | — |
| | 1,628 |
| | (330 | ) | | 6/28/2013 | | 2009 |
| Fresenius Medical Care | | Red Springs | | NC | | — |
| | 101 |
| | 1,913 |
| | — |
| | 2,014 |
| | (408 | ) | | 6/28/2013 | | 2000 |
| Fresenius Medical Care | | Roseboro | | NC | | — |
| | 74 |
| | 1,404 |
| | — |
| | 1,478 |
| | (300 | ) | | 6/28/2013 | | 2010 |
| Fresenius Medical Care | | St. Pauls | | NC | | — |
| | 73 |
| | 1,389 |
| | — |
| | 1,462 |
| | (296 | ) | | 6/28/2013 | | 2008 |
| Fresenius Medical Care | | Taylorsville | | NC | | — |
| | 275 |
| | 1,099 |
| | — |
| | 1,374 |
| | (243 | ) | | 4/30/2013 | | 2011 |
| Fresenius Medical Care | | Warsaw | | NC | | — |
| | 75 |
| | 1,428 |
| | — |
| | 1,503 |
| | (341 | ) | | 11/13/2012 | | 2003 |
| Fresenius Medical Care | | Kings Mills | | OH | | — |
| | 399 |
| | 598 |
| | 6 |
| | 1,003 |
| | (151 | ) | | 6/5/2012 | | 1995 |
| Fresenius Medical Care | | Dallas | | TX | | — |
| | 377 |
| | 1,132 |
| | (42 | ) | | 1,467 |
| | (246 | ) | | 2/28/2013 | | 1958 |
| The Fresh Market | | Winston-Salem | | NC | | — |
| | 196 |
| | 4,562 |
| | — |
| | 4,758 |
| | (843 | ) | | 2/7/2014 | | 2007 |
| Fresh Thyme Farmers Market | | Canton | | MI | | — |
| | 1,361 |
| | 6,976 |
| | — |
| | 8,337 |
| | (134 | ) | | 5/18/2017 | | 2017 |
| Front Range Community College | | Longmont | | CO | | — |
| | 407 |
| | 2,428 |
| | 55 |
| | 2,890 |
| | (601 | ) | | 1/8/2014 | | 1987 |
| Front Range Community College | | Longmont | | CO | | — |
| | 1,150 |
| | 9,067 |
| | 609 |
| | 10,826 |
| | (2,262 | ) | | 1/8/2014 | | 1988 |
| Furr's | | Garland | | TX | | — |
| | 1,529 |
| | 3,715 |
| | — |
| | 5,244 |
| | (967 | ) | | 6/27/2013 | | 2008 |
| Gainsville Fuel | | Cleburne | | TX | | — |
| | 70 |
| | — |
| | — |
| | 70 |
| | — |
| | 6/25/2014 | | 2009 |
| Gastro Pub | | Tulsa | | OK | | 27,604 |
| | 1,253 |
| | 70,274 |
| | 1,869 |
| | 73,396 |
| | (14,021 | ) | | 11/5/2013 | | 1995 |
| GE Aviation | | Auburn | | AL | | 24,133 |
| | 1,627 |
| | 30,920 |
| | — |
| | 32,547 |
| | (8,259 | ) | | 11/21/2012 | | 1995 |
| GE Engine | | Winfield | | KS | | — |
| | 1,078 |
| | 5,087 |
| | — |
| | 6,165 |
| | (3,207 | ) | | 5/6/2014 | | 1951 |
| General Electric | | Longmont | | CO | | — |
| | 1,402 |
| | 15,640 |
| | 855 |
| | 17,897 |
| | (4,002 | ) | | 1/8/2014 | | 1993 |
| General Mills | | Geneva | | IL | | — |
| | 7,457 |
| | 22,371 |
| | — |
| | 29,828 |
| | (7,340 | ) | | 5/23/2012 | | 1998 |
| General Mills | | Fort Wayne | | IN | | — |
| | 2,533 |
| | 48,130 |
| | — |
| | 50,663 |
| | (15,051 | ) | | 10/18/2012 | | 2012 |
| General Service Administration | | Mobile | | AL | | — |
| | 268 |
| | 5,095 |
| | 49 |
| | 5,412 |
| | (1,501 | ) | | 6/19/2012 | | 1995 |
| General Service Administration | | Craig | | CO | | — |
| | 129 |
| | 1,159 |
| | 16 |
| | 1,304 |
| | (362 | ) | | 12/30/2011 | | 1995 |
| General Service Administration | | Cocoa | | FL | | 500 |
| | 253 |
| | 1,435 |
| | 15 |
| | 1,703 |
| | (450 | ) | | 12/13/2011 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar General | | Orange | | TX | | — |
| | 277 |
| | 1,150 |
| | — |
| | 1,427 |
| | (322 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Vidor | | TX | | — |
| | — |
| | 1,182 |
| | — |
| | 1,182 |
| | (330 | ) | | 2/7/2014 | | 2012 |
| Kohl's | | Spartanburg | | SC | | — |
| | 2,984 |
| | 5,842 |
| | 1 |
| | 8,827 |
| | (1,558 | ) | | 2/7/2014 | | 2006 |
| Merrill Lynch | | Hopewell | | NJ | | 74,250 |
| | 17,619 |
| | 108,349 |
| | (11,526 | ) | | 114,442 |
| | (19,607 | ) | | 2/7/2014 | | 2001 |
| Cigna | | Phoenix | | AZ | | — |
| | 6,194 |
| | 16,215 |
| | — |
| | 22,409 |
| | (4,346 | ) | | 2/7/2014 | | 2012 |
| At Home | | Stockbridge | | GA | | — |
| | 2,057 |
| | 8,967 |
| | — |
| | 11,024 |
| | (2,640 | ) | | 2/7/2014 | | 1998 |
| Tractor Supply | | Jackson | | CA | | — |
| | 1,209 |
| | 3,640 |
| | — |
| | 4,849 |
| | (881 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Lakeland | | FL | | — |
| | 413 |
| | 1,810 |
| | — |
| | 2,223 |
| | (536 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | St. Martinville | | LA | | — |
| | 175 |
| | 1,028 |
| | — |
| | 1,203 |
| | (313 | ) | | 2/7/2014 | | 2012 |
| Giant Eagle | | Gahanna | | OH | | — |
| | 3,549 |
| | 16,736 |
| | — |
| | 20,285 |
| | (4,309 | ) | | 2/7/2014 | | 2002 |
| Dollar General | | Ponca City | | OK | | — |
| | 145 |
| | 1,161 |
| | — |
| | 1,306 |
| | (335 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Tahlequah | | OK | | — |
| | 123 |
| | 1,101 |
| | — |
| | 1,224 |
| | (316 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Wagoner | | OK | | — |
| | 31 |
| | 1,076 |
| | — |
| | 1,107 |
| | (311 | ) | | 2/7/2014 | | 2012 |
| Wendy's | | Avon | | IN | | — |
| | 538 |
| | 407 |
| | — |
| | 945 |
| | (172 | ) | | 2/7/2014 | | 1990 |
| Wendy's | | Avon | | IN | | — |
| | 638 |
| | 330 |
| | — |
| | 968 |
| | (185 | ) | | 2/7/2014 | | 1999 |
| Wendy's | | Greenfield | | IN | | — |
| | 429 |
| | 214 |
| | — |
| | 643 |
| | (100 | ) | | 2/7/2014 | | 1980 |
| Wendy's | | Indianapolis | | IN | | — |
| | 751 |
| | 212 |
| | — |
| | 963 |
| | (120 | ) | | 2/7/2014 | | 1993 |
| Wendy's | | Carmel | | IN | | — |
| | 736 |
| | 211 |
| | — |
| | 947 |
| | (96 | ) | | 2/7/2014 | | 1980 |
| Wendy's | | Carmel | | IN | | — |
| | 915 |
| | 178 |
| | — |
| | 1,093 |
| | (117 | ) | | 2/7/2014 | | 2001 |
| Wendy's | | Fishers | | IN | | — |
| | 855 |
| | 147 |
| | — |
| | 1,002 |
| | (98 | ) | | 2/7/2014 | | 1999 |
| Wendy's | | Fishers | | IN | | — |
| | 761 |
| | 229 |
| | — |
| | 990 |
| | (130 | ) | | 2/7/2014 | | 2012 |
| Wendy's | | Lebanon | | IN | | — |
| | 1,265 |
| | 108 |
| | — |
| | 1,373 |
| | (88 | ) | | 2/7/2014 | | 1979 |
| Wendy's | | Noblesville | | IN | | — |
| | 590 |
| | 42 |
| | — |
| | 632 |
| | (26 | ) | | 2/7/2014 | | 1988 |
| Wendy's | | Henderson | | NV | | — |
| | 933 |
| | 842 |
| | — |
| | 1,775 |
| | (292 | ) | | 2/7/2014 | | 1997 |
| Wendy's | | Henderson | | NV | | — |
| | 882 |
| | 457 |
| | — |
| | 1,339 |
| | (162 | ) | | 2/7/2014 | | 1999 |
| Wendy's | | Henderson | | NV | | — |
| | 785 |
| | 507 |
| | 1 |
| | 1,293 |
| | (192 | ) | | 2/7/2014 | | 2000 |
| Wendy's | | Las Vegas | | NV | | — |
| | 398 |
| | 589 |
| | — |
| | 987 |
| | (181 | ) | | 2/7/2014 | | 1976 |
| Wendy's | | Las Vegas | | NV | | — |
| | 919 |
| | 562 |
| | — |
| | 1,481 |
| | (205 | ) | | 2/7/2014 | | 1976 |
| Wendy's | | Las Vegas | | NV | | — |
| | 789 |
| | 583 |
| | — |
| | 1,372 |
| | (186 | ) | | 2/7/2014 | | 1984 |
| Wendy's | | Las Vegas | | NV | | — |
| | 725 |
| | 458 |
| | — |
| | 1,183 |
| | (166 | ) | | 2/7/2014 | | 1986 |
| Wendy's | | Las Vegas | | NV | | — |
| | 915 |
| | 724 |
| | — |
| | 1,639 |
| | (249 | ) | | 2/7/2014 | | 1991 |
| Wendy's | | Las Vegas | | NV | | — |
| | 633 |
| | 392 |
| | — |
| | 1,025 |
| | (129 | ) | | 2/7/2014 | | 1994 |
| Wendy's | | San Antonio | | TX | | — |
| | 707 |
| | 603 |
| | — |
| | 1,310 |
| | (175 | ) | | 2/7/2014 | | 1990 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| General Service Administration | | Grangeville | | ID | | 2,100 |
| | 317 |
| | 6,023 |
| | 27 |
| | 6,367 |
| | (1,824 | ) | | 3/5/2012 | | 2007 |
| General Service Administration | | Freeport | | NY | | — |
| | 843 |
| | 3,372 |
| | — |
| | 4,215 |
| | (1,040 | ) | | 1/10/2012 | | 1995 |
| General Service Administration | | Plattsburgh | | NY | | — |
| | 508 |
| | 4,572 |
| | — |
| | 5,080 |
| | (1,344 | ) | | 6/19/2012 | | 2008 |
| General Service Administration | | Warren | | PA | | — |
| | 341 |
| | 3,114 |
| | — |
| | 3,455 |
| | (919 | ) | | 6/19/2012 | | 2008 |
| General Service Administration | | Ponce | | PR | | — |
| | 1,780 |
| | 9,313 |
| | (4,560 | ) | | 6,533 |
| | (444 | ) | | 11/5/2013 | | 1995 |
| General Service Administration | | Fort Worth | | TX | | — |
| | 477 |
| | 4,294 |
| | (4 | ) | | 4,767 |
| | (1,274 | ) | | 5/9/2012 | | 2010 |
| General Service Administration | | Gloucester | | VA | | — |
| | 287 |
| | 1,628 |
| | — |
| | 1,915 |
| | (479 | ) | | 6/20/2012 | | 1995 |
| Giant Eagle | | Gahanna | | OH | | — |
| | 3,549 |
| | 16,736 |
| | — |
| | 20,285 |
| | (3,059 | ) | | 2/7/2014 | | 2002 |
| Giant Eagle | | Lancaster | | OH | | — |
| | 2,210 |
| | 15,649 |
| | — |
| | 17,859 |
| | (2,780 | ) | | 2/7/2014 | | 2008 |
| Glen's Market | | Manistee | | MI | | — |
| | 294 |
| | 6,694 |
| | — |
| | 6,988 |
| | (1,359 | ) | | 2/7/2014 | | 2009 |
| Globe Energy Services | | Hobbs | | NM | | — |
| | 358 |
| | 1,129 |
| | — |
| | 1,487 |
| | (214 | ) | | 6/12/2014 | | 2013 |
| Globe Energy Services | | Big Springs | | TX | | — |
| | 426 |
| | 599 |
| | — |
| | 1,025 |
| | (117 | ) | | 6/25/2014 | | 2012 |
| Globe Energy Services | | Levelland | | TX | | — |
| | 42 |
| | 1,887 |
| | — |
| | 1,929 |
| | (353 | ) | | 6/25/2014 | | 1997 |
| Globe Energy Services | | Midland | | TX | | — |
| | 1,063 |
| | 528 |
| | — |
| | 1,591 |
| | (103 | ) | | 6/12/2014 | | 2009 |
| Globe Energy Services | | Midland | | TX | | — |
| | 1,013 |
| | 968 |
| | — |
| | 1,981 |
| | (167 | ) | | 6/12/2014 | | 2010 |
| Globe Energy Services | | Monahans | | TX | | — |
| | 50 |
| | 538 |
| | — |
| | 588 |
| | (102 | ) | | 6/12/2014 | | 2011 |
| Globe Energy Services | | Odessa | | TX | | — |
| | 104 |
| | 1,259 |
| | — |
| | 1,363 |
| | (194 | ) | | 6/25/2014 | | 1963 |
| Globe Energy Services | | Odessa | | TX | | — |
| | 500 |
| | 3,891 |
| | — |
| | 4,391 |
| | (741 | ) | | 6/12/2014 | | 1963 |
| Globe Energy Services | | San Angelo | | TX | | — |
| | 821 |
| | 1,658 |
| | — |
| | 2,479 |
| | (284 | ) | | 6/12/2014 | | 2012 |
| Globe Energy Services | | Snyder | | TX | | — |
| | 466 |
| | 588 |
| | — |
| | 1,054 |
| | (119 | ) | | 6/12/2014 | | 2005 |
| Globe Energy Services | | Snyder | | TX | | — |
| | 174 |
| | 1,189 |
| | — |
| | 1,363 |
| | (189 | ) | | 6/12/2014 | | 1975 |
| GM Financial | | Arlington | | TX | | — |
| | 7,901 |
| | 35,553 |
| | — |
| | 43,454 |
| | (8,007 | ) | | 11/5/2013 | | 1998 |
| Golden Corral | | Cullman | | AL | | — |
| | 847 |
| | 2,390 |
| | (2,143 | ) | | 1,094 |
| | (96 | ) | | 2/7/2014 | | 1996 |
| Golden Corral | | Gilbert | | AZ | | — |
| | 871 |
| | 2,910 |
| | — |
| | 3,781 |
| | (758 | ) | | 6/27/2013 | | 2006 |
| Golden Corral | | Goodyear | | AZ | | — |
| | 686 |
| | 1,939 |
| | — |
| | 2,625 |
| | (505 | ) | | 6/27/2013 | | 2006 |
| Golden Corral | | Surprise | | AZ | | — |
| | 1,258 |
| | 4,068 |
| | — |
| | 5,326 |
| | (1,059 | ) | | 6/27/2013 | | 2007 |
| Golden Corral | | Bakersfield | | CA | | — |
| | 2,664 |
| | 2,078 |
| | — |
| | 4,742 |
| | (533 | ) | | 2/7/2014 | | 2011 |
| Golden Corral | | Palatka | | FL | | — |
| | 853 |
| | 1,048 |
| | (471 | ) | | 1,430 |
| | (120 | ) | | 6/27/2013 | | 1997 |
| Golden Corral | | Albany | | GA | | — |
| | 460 |
| | 1,863 |
| | — |
| | 2,323 |
| | (476 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Brunswick | | GA | | — |
| | 390 |
| | 2,093 |
| | — |
| | 2,483 |
| | (535 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Council Bluffs | | IA | | — |
| | 1,140 |
| | 1,460 |
| | — |
| | 2,600 |
| | (373 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Clarksville | | IN | | — |
| | 1,061 |
| | 1,344 |
| | — |
| | 2,405 |
| | (399 | ) | | 2/7/2014 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Wendy's | | San Antonio | | TX | | — |
| | 633 |
| | 1,388 |
| | — |
| | 2,021 |
| | (372 | ) | | 2/7/2014 | | 1992 |
| Wendy's | | San Antonio | | TX | | — |
| | 1,007 |
| | 546 |
| | — |
| | 1,553 |
| | (163 | ) | | 2/7/2014 | | 1995 |
| Wendy's | | San Antonio | | TX | | — |
| | 703 |
| | 45 |
| | — |
| | 748 |
| | (26 | ) | | 2/7/2014 | | 2000 |
| Wendy's | | San Antonio | | TX | | — |
| | 788 |
| | 45 |
| | — |
| | 833 |
| | (27 | ) | | 2/7/2014 | | 2003 |
| Wendy's | | San Marcos | | TX | | — |
| | 714 |
| | 1,024 |
| | — |
| | 1,738 |
| | (288 | ) | | 2/7/2014 | | 2002 |
| Wendy's | | Schertz | | TX | | — |
| | 793 |
| | 109 |
| | — |
| | 902 |
| | (37 | ) | | 2/7/2014 | | 1994 |
| Wendy's | | Selma | | TX | | — |
| | 841 |
| | 117 |
| | — |
| | 958 |
| | (35 | ) | | 2/7/2014 | | 2003 |
| Wendy's | | Bellingham | | WA | | — |
| | 502 |
| | 477 |
| | — |
| | 979 |
| | (146 | ) | | 2/7/2014 | | 1994 |
| Wendy's | | Bothell | | WA | | — |
| | 687 |
| | 292 |
| | — |
| | 979 |
| | (73 | ) | | 2/7/2014 | | 2004 |
| Wendy's | | Port Angeles | | WA | | — |
| | 422 |
| | 502 |
| | 1 |
| | 925 |
| | (251 | ) | | 2/7/2014 | | 1980 |
| Wendy's | | Redmond | | WA | | — |
| | 969 |
| | 123 |
| | — |
| | 1,092 |
| | (26 | ) | | 2/7/2014 | | 1977 |
| Wendy's | | Silverdale | | WA | | — |
| | 808 |
| | 201 |
| | — |
| | 1,009 |
| | (161 | ) | | 2/7/2014 | | 1995 |
| Wal-Mart | | Cary | | NC | | — |
| | 2,314 |
| | 5,549 |
| | 1 |
| | 7,864 |
| | (1,638 | ) | | 2/7/2014 | | 2005 |
| Harps Food Stores | | Searcy | | AR | | — |
| | 705 |
| | 4,159 |
| | — |
| | 4,864 |
| | (1,169 | ) | | 2/7/2014 | | 2008 |
| Kirklands | | Wilmington | | NC | | — |
| | 1,127 |
| | 1,061 |
| | — |
| | 2,188 |
| | (317 | ) | | 2/7/2014 | | 2004 |
| The Fresh Market | | Winston-Salem | | NC | | — |
| | 196 |
| | 4,562 |
| | — |
| | 4,758 |
| | (1,195 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Auburn | | CA | | — |
| | 1,175 |
| | 2,901 |
| | — |
| | 4,076 |
| | (740 | ) | | 2/7/2014 | | 2012 |
| Staples | | Helena | | MT | | — |
| | 1,159 |
| | 2,452 |
| | — |
| | 3,611 |
| | (659 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Pemberville | | OH | | — |
| | 146 |
| | 1,059 |
| | — |
| | 1,205 |
| | (314 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Thibodaux | | LA | | — |
| | 234 |
| | 1,146 |
| | — |
| | 1,380 |
| | (351 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Toledo | | OH | | — |
| | 252 |
| | 1,149 |
| | — |
| | 1,401 |
| | (336 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Hicksville | | OH | | — |
| | 156 |
| | 1,490 |
| | — |
| | 1,646 |
| | (433 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Sandusky | | OH | | — |
| | 210 |
| | 1,700 |
| | — |
| | 1,910 |
| | (493 | ) | | 2/7/2014 | | 2012 |
| Wal-Mart | | Valdosta | | GA | | — |
| | 3,909 |
| | 9,447 |
| | — |
| | 13,356 |
| | (2,813 | ) | | 2/7/2014 | | 1998 |
| Dollar General | | Fairfield | | OH | | — |
| | 131 |
| | 1,272 |
| | — |
| | 1,403 |
| | (366 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Phenix City | | AL | | — |
| | 386 |
| | 1,104 |
| | — |
| | 1,490 |
| | (336 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Troy | | AL | | — |
| | 67 |
| | 963 |
| | — |
| | 1,030 |
| | (292 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Morganton | | NC | | — |
| | 472 |
| | 1,108 |
| | — |
| | 1,580 |
| | (338 | ) | | 2/7/2014 | | 2013 |
| Harps Food Stores | | West Fork | | AR | | — |
| | 635 |
| | 4,708 |
| | — |
| | 5,343 |
| | (1,329 | ) | | 2/7/2014 | | 2013 |
| Harps Food Stores | | Haskell | | AR | | — |
| | 499 |
| | 3,281 |
| | — |
| | 3,780 |
| | (954 | ) | | 2/7/2014 | | 2012 |
| Natural Grocers | | Salem | | OR | | — |
| | 1,339 |
| | 3,886 |
| | — |
| | 5,225 |
| | (1,125 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Hartselle | | AL | | — |
| | 473 |
| | 983 |
| | — |
| | 1,456 |
| | (302 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Childersburg | | AL | | — |
| | 328 |
| | 986 |
| | — |
| | 1,314 |
| | (302 | ) | | 2/7/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Rite Aid | | Cheektowaga | | NY | | — |
| | 436 |
| | 3,466 |
| | (1,207 | ) | | 2,695 |
| | — |
| | 2/7/2014 | | 2000 |
| Dick's Sporting Goods | | Moore | | OK | | — |
| | 1,243 |
| | 10,426 |
| | — |
| | 11,669 |
| | (3,107 | ) | | 2/7/2014 | | 2012 |
| Dollar General | | Thomaston | | GA | | — |
| | 308 |
| | 972 |
| | — |
| | 1,280 |
| | (296 | ) | | 2/7/2014 | | 2013 |
| Harps Food Stores | | Hot Springs | | AR | | — |
| | 592 |
| | 4,353 |
| | (10 | ) | | 4,935 |
| | (1,265 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Mt. Vernon | | AL | | — |
| | 260 |
| | 1,402 |
| | — |
| | 1,662 |
| | (428 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Mobile | | AL | | — |
| | 207 |
| | 1,039 |
| | — |
| | 1,246 |
| | (314 | ) | | 2/7/2014 | | 2013 |
| Physicians Immediate Care | | Aurora | | IL | | — |
| | 1,043 |
| | 1,346 |
| | — |
| | 2,389 |
| | (418 | ) | | 2/7/2014 | | 2003 |
| Physicians Immediate Care | | Plainfield | | IL | | — |
| | 590 |
| | 1,747 |
| | — |
| | 2,337 |
| | (519 | ) | | 2/7/2014 | | 2011 |
| Physicians Immediate Care | | New Lenox | | IL | | — |
| | 535 |
| | 1,884 |
| | — |
| | 2,419 |
| | (563 | ) | | 2/7/2014 | | 2011 |
| Physicians Immediate Care | | Mishawaka | | IN | | — |
| | 252 |
| | 1,351 |
| | — |
| | 1,603 |
| | (434 | ) | | 2/7/2014 | | 2013 |
| Physicians Immediate Care | | Glendale Heights | | IL | | — |
| | 487 |
| | 2,256 |
| | — |
| | 2,743 |
| | (665 | ) | | 2/7/2014 | | 1997 |
| Harps Food Stores | | Hot Springs | | AR | | — |
| | 839 |
| | 4,486 |
| | (6 | ) | | 5,319 |
| | (1,232 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Sylacauga | | AL | | — |
| | 120 |
| | 968 |
| | — |
| | 1,088 |
| | (291 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Tyler | | TX | | — |
| | 602 |
| | 956 |
| | — |
| | 1,558 |
| | (296 | ) | | 2/7/2014 | | 2013 |
| Dollar General | | Hendersonville | | NC | | — |
| | 360 |
| | 1,034 |
| | — |
| | 1,394 |
| | (312 | ) | | 2/7/2014 | | 2013 |
| Lowe's | | Florence | | KY | | — |
| | 4,814 |
| | 10,189 |
| | 398 |
| | 15,401 |
| | (2,677 | ) | | 2/7/2014 | | 1997 |
| Ulta Beauty | | Jonesboro | | AR | | — |
| | 742 |
| | 2,289 |
| | — |
| | 3,031 |
| | (596 | ) | | 2/7/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Tampa | | FL | | — |
| | 552 |
| | 792 |
| | — |
| | 1,344 |
| | (237 | ) | | 2/7/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Belleview | | FL | | — |
| | 332 |
| | 829 |
| | — |
| | 1,161 |
| | (243 | ) | | 2/7/2014 | | 2013 |
| DNU | | Bonita Springs | | FL | | — |
| | 672 |
| | 918 |
| | — |
| | 1,590 |
| | (288 | ) | | 2/7/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Largo | | FL | | — |
| | 844 |
| | 962 |
| | — |
| | 1,806 |
| | (294 | ) | | 2/7/2014 | | 2013 |
| Harps Food Stores | | Cabot | | AR | | — |
| | 270 |
| | 4,664 |
| | — |
| | 4,934 |
| | (1,381 | ) | | 2/7/2014 | | 2014 |
| Vacant | | Joplin | | MO | | — |
| | 218 |
| | 782 |
| | (635 | ) | | 365 |
| | (10 | ) | | 2/11/2014 | | 1987 |
| Vacant | | Joplin | | MO | | — |
| | 127 |
| | 300 |
| | (280 | ) | | 147 |
| | — |
| | 2/11/2014 | | 1973 |
| Kum & Go | | Neosho | | MO | | — |
| | 504 |
| | 1,144 |
| | — |
| | 1,648 |
| | (355 | ) | | 2/11/2014 | | 1997 |
| Dollar General | | Gratis | | OH | | — |
| | 161 |
| | 1,042 |
| | — |
| | 1,203 |
| | (323 | ) | | 2/18/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Laurel | | MS | | — |
| | 225 |
| | 723 |
| | — |
| | 948 |
| | (236 | ) | | 2/19/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Bassfield | | MS | | — |
| | 96 |
| | 752 |
| | — |
| | 848 |
| | (244 | ) | | 2/19/2014 | | 2013 |
| Aaron's | | Greenwood | | MS | | — |
| | 156 |
| | 967 |
| | — |
| | 1,123 |
| | (306 | ) | | 2/19/2014 | | 2006 |
| DNU | | Oviedo | | FL | | — |
| | 469 |
| | 848 |
| | — |
| | 1,317 |
| | (263 | ) | | 2/19/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Helena | | GA | | — |
| | 242 |
| | 790 |
| | — |
| | 1,032 |
| | (245 | ) | | 2/19/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Marietta | | GA | | — |
| | 366 |
| | 749 |
| | — |
| | 1,115 |
| | (232 | ) | | 2/19/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Chateaugay | | NY | | — |
| | 133 |
| | 910 |
| | — |
| | 1,043 |
| | (293 | ) | | 2/20/2014 | | 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Golden Corral | | Evansville | | IN | | — |
| | 670 |
| | 2,707 |
| | — |
| | 3,377 |
| | (692 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Kokomo | | IN | | — |
| | 780 |
| | 2,107 |
| | — |
| | 2,887 |
| | (539 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Richmond | | IN | | — |
| | 728 |
| | 723 |
| | — |
| | 1,451 |
| | (185 | ) | | 2/7/2014 | | 2002 |
| Golden Corral | | Wichita | | KS | | — |
| | 560 |
| | 1,306 |
| | — |
| | 1,866 |
| | (307 | ) | | 7/31/2013 | | 2000 |
| Golden Corral | | Henderson | | KY | | — |
| | 600 |
| | 1,586 |
| | — |
| | 2,186 |
| | (405 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Louisville | | KY | | — |
| | 1,020 |
| | 1,173 |
| | — |
| | 2,193 |
| | (276 | ) | | 2/7/2014 | | 2001 |
| Golden Corral | | Owensboro | | KY | | — |
| | 1,244 |
| | 1,656 |
| | (1,941 | ) | | 959 |
| | (71 | ) | | 2/7/2014 | | 1997 |
| Golden Corral | | Coon Rapids | | MN | | — |
| | 1,611 |
| | 2,188 |
| | (2,893 | ) | | 906 |
| | (60 | ) | | 2/7/2014 | | 2003 |
| Golden Corral | | Independence | | MO | | — |
| | 1,425 |
| | 2,437 |
| | — |
| | 3,862 |
| | (574 | ) | | 2/7/2014 | | 2010 |
| Golden Corral | | Flowood | | MS | | — |
| | 680 |
| | 2,730 |
| | — |
| | 3,410 |
| | (698 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Horn Lake | | MS | | — |
| | 925 |
| | 2,463 |
| | (2,319 | ) | | 1,069 |
| | (93 | ) | | 2/7/2014 | | 1995 |
| Golden Corral | | Aberdeen | | NC | | — |
| | 690 |
| | 1,566 |
| | — |
| | 2,256 |
| | (400 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Burlington | | NC | | — |
| | 840 |
| | 2,319 |
| | — |
| | 3,159 |
| | (593 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Hickory | | NC | | — |
| | 260 |
| | 2,658 |
| | — |
| | 2,918 |
| | (679 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Bellevue | | NE | | — |
| | 520 |
| | 1,433 |
| | — |
| | 1,953 |
| | (366 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Lincoln | | NE | | — |
| | 300 |
| | 2,930 |
| | — |
| | 3,230 |
| | (749 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Farmington | | NM | | — |
| | 270 |
| | 3,174 |
| | (2,023 | ) | | 1,421 |
| | (106 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Akron | | OH | | — |
| | 640 |
| | 2,133 |
| | — |
| | 2,773 |
| | (438 | ) | | 2/7/2014 | | 2003 |
| Golden Corral | | Beavercreek | | OH | | — |
| | 713 |
| | 1,858 |
| | — |
| | 2,571 |
| | (367 | ) | | 2/7/2014 | | 2000 |
| Golden Corral | | Canton | | OH | | — |
| | 647 |
| | 2,135 |
| | — |
| | 2,782 |
| | (465 | ) | | 2/7/2014 | | 2002 |
| Golden Corral | | Cincinnati | | OH | | — |
| | 694 |
| | 2,066 |
| | — |
| | 2,760 |
| | (444 | ) | | 2/7/2014 | | 1999 |
| Golden Corral | | Cleveland | | OH | | — |
| | 1,109 |
| | 2,315 |
| | — |
| | 3,424 |
| | (462 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Columbus | | OH | | — |
| | 770 |
| | 2,476 |
| | — |
| | 3,246 |
| | (633 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Dayton | | OH | | — |
| | 579 |
| | 1,429 |
| | — |
| | 2,008 |
| | (308 | ) | | 2/7/2014 | | 2000 |
| Golden Corral | | Dayton | | OH | | — |
| | 774 |
| | 2,766 |
| | — |
| | 3,540 |
| | (583 | ) | | 2/7/2014 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Vacant | | Tupelo | | MS | | — |
| | 258 |
| | 427 |
| | — |
| | 685 |
| | (152 | ) | | 2/20/2014 | | 1998 |
| Dollar Tree/Family Dollar | | Arcadia | | LA | | — |
| | 51 |
| | 704 |
| | — |
| | 755 |
| | (233 | ) | | 2/20/2014 | | 2010 |
| Dollar Tree/Family Dollar | | Garrison | | KY | | — |
| | 134 |
| | 737 |
| | — |
| | 871 |
| | (241 | ) | | 2/20/2014 | | 2012 |
| Dollar General | | Richmond | | MN | | — |
| | 96 |
| | 836 |
| | — |
| | 932 |
| | (256 | ) | | 2/20/2014 | | 2014 |
| Dollar General | | West Plains | | MO | | — |
| | 90 |
| | 769 |
| | — |
| | 859 |
| | (236 | ) | | 2/20/2014 | | 2014 |
| Dollar General | | Windsor | | MO | | — |
| | 86 |
| | 829 |
| | — |
| | 915 |
| | (255 | ) | | 2/20/2014 | | 2014 |
| Dollar General | | Lubbock | | TX | | — |
| | 41 |
| | 825 |
| | — |
| | 866 |
| | (253 | ) | | 2/20/2014 | | 2014 |
| HD Supply | | Santee | | CA | | — |
| | 2,400 |
| | 7,312 |
| | 36 |
| | 9,748 |
| | (3,101 | ) | | 2/21/2014 | | 2003 |
| Millenium Chemicals | | Glen Burnie | | MD | | — |
| | 2,127 |
| | 23,198 |
| | (3,894 | ) | | 21,431 |
| | (3,574 | ) | | 2/21/2014 | | 1984 |
| Advance Auto Parts | | Rocky Mount | | NC | | — |
| | 348 |
| | 836 |
| | — |
| | 1,184 |
| | (278 | ) | | 2/21/2014 | | 2005 |
| Cash Wise | | Stanley | | ND | | — |
| | 1,163 |
| | 5,037 |
| | — |
| | 6,200 |
| | (1,437 | ) | | 2/21/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Altona | | NY | | — |
| | 94 |
| | 923 |
| | — |
| | 1,017 |
| | (298 | ) | | 2/21/2014 | | 2014 |
| Tires Plus | | Duluth | | GA | | — |
| | 777 |
| | 1,259 |
| | — |
| | 2,036 |
| | (410 | ) | | 2/21/2014 | | 2001 |
| Harps Food Stores | | Poplar Bluff | | MO | | — |
| | 572 |
| | 2,991 |
| | 4 |
| | 3,567 |
| | (440 | ) | | 2/21/2014 | | 2014 |
| CVS | | Edinburgh | | IN | | — |
| | 420 |
| | 1,530 |
| | 60 |
| | 2,010 |
| | (513 | ) | | 2/24/2014 | | 1998 |
| CVS | | Tipton | | IN | | — |
| | 311 |
| | 1,726 |
| | 71 |
| | 2,108 |
| | (576 | ) | | 2/24/2014 | | 1998 |
| Mattress Firm | | South Bend | | IN | | — |
| | 289 |
| | 2,445 |
| | — |
| | 2,734 |
| | (699 | ) | | 2/24/2014 | | 2013 |
| Big Lots | | Chester | | VA | | — |
| | 335 |
| | 3,373 |
| | 169 |
| | 3,877 |
| | (1,181 | ) | | 2/24/2014 | | 2013 |
| Dollar General | | Mackinaw | | IL | | — |
| | 149 |
| | 1,011 |
| | — |
| | 1,160 |
| | (314 | ) | | 2/25/2014 | | 2013 |
| Dollar General | | Wheelersburg | | OH | | — |
| | 395 |
| | 1,132 |
| | — |
| | 1,527 |
| | (347 | ) | | 2/25/2014 | | 1925 |
| Dollar Tree/Family Dollar | | Hopewell | | VA | | — |
| | 430 |
| | 987 |
| | — |
| | 1,417 |
| | (313 | ) | | 2/26/2014 | | 2014 |
| DaVita Dialysis | | Clinton | | MO | | — |
| | 128 |
| | 896 |
| | — |
| | 1,024 |
| | (241 | ) | | 2/26/2014 | | 2003 |
| Dollar Tree/Family Dollar | | Mayville | | WI | | — |
| | 128 |
| | 1,023 |
| | — |
| | 1,151 |
| | (321 | ) | | 2/26/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Flint | | MI | | — |
| | 162 |
| | 1,027 |
| | — |
| | 1,189 |
| | (346 | ) | | 2/26/2014 | | 2014 |
| Dollar General | | Barnesville | | MN | | — |
| | 86 |
| | 841 |
| | — |
| | 927 |
| | (258 | ) | | 2/26/2014 | | 2014 |
| Dollar General | | Eagle Rock | | MO | | — |
| | 133 |
| | 786 |
| | — |
| | 919 |
| | (241 | ) | | 2/26/2014 | | 2014 |
| Dollar General | | Sullivan City | | TX | | — |
| | 165 |
| | 876 |
| | — |
| | 1,041 |
| | (269 | ) | | 2/26/2014 | | 2014 |
| Walgreens | | Laurinburg | | NC | | — |
| | 355 |
| | 3,577 |
| | — |
| | 3,932 |
| | (1,152 | ) | | 2/26/2014 | | 2013 |
| Hobby Lobby | | Columbia | | TN | | — |
| | 951 |
| | 2,467 |
| | 39 |
| | 3,457 |
| | (824 | ) | | 2/26/2014 | | 1986 |
| American Family Care | | Garden City | | ID | | — |
| | 492 |
| | 1,305 |
| | 263 |
| | 2,060 |
| | (370 | ) | | 2/26/2014 | | 2003 |
| Dollar General | | Frisco City | | AL | | — |
| | 121 |
| | 836 |
| | — |
| | 957 |
| | (259 | ) | | 2/26/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Ely | | MN | | — |
| | 231 |
| | 1,008 |
| | — |
| | 1,239 |
| | (321 | ) | | 2/27/2014 | | 2014 |
| Dollar General | | Edenton | | NC | | — |
| | 240 |
| | 1,025 |
| | — |
| | 1,265 |
| | (317 | ) | | 2/28/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Golden Corral | | Elyria | | OH | | — |
| | 1,167 |
| | 1,599 |
| | — |
| | 2,766 |
| | (325 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Fairfield | | OH | | — |
| | 859 |
| | 1,135 |
| | — |
| | 1,994 |
| | (240 | ) | | 2/7/2014 | | 1999 |
| Golden Corral | | Grove City | | OH | | — |
| | 926 |
| | 1,859 |
| | — |
| | 2,785 |
| | (380 | ) | | 2/7/2014 | | 2007 |
| Golden Corral | | Northfield | | OH | | — |
| | 947 |
| | 1,061 |
| | — |
| | 2,008 |
| | (210 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Ontario | | OH | | — |
| | 616 |
| | 2,412 |
| | — |
| | 3,028 |
| | (518 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Springfield | | OH | | — |
| | 619 |
| | 1,142 |
| | — |
| | 1,761 |
| | (227 | ) | | 2/7/2014 | | 2000 |
| Golden Corral | | Toledo | | OH | | — |
| | 838 |
| | 3,333 |
| | — |
| | 4,171 |
| | (664 | ) | | 2/7/2014 | | 2004 |
| Golden Corral | | Zanesville | | OH | | — |
| | 487 |
| | 2,030 |
| | — |
| | 2,517 |
| | (529 | ) | | 6/27/2013 | | 2002 |
| Golden Corral | | Midwest City | | OK | | — |
| | 1,175 |
| | 1,708 |
| | (983 | ) | | 1,900 |
| | (172 | ) | | 6/27/2013 | | 1991 |
| Golden Corral | | Norman | | OK | | — |
| | 345 |
| | 2,107 |
| | — |
| | 2,452 |
| | (549 | ) | | 6/27/2013 | | 1994 |
| Golden Corral | | Tulsa | | OK | | — |
| | 280 |
| | 3,890 |
| | — |
| | 4,170 |
| | (994 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Monroeville | | PA | | — |
| | 1,647 |
| | 849 |
| | — |
| | 2,496 |
| | (130 | ) | | 2/7/2014 | | 1982 |
| Golden Corral | | Rock Hill | | SC | | — |
| | 320 |
| | 2,130 |
| | — |
| | 2,450 |
| | (544 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Cookeville | | TN | | — |
| | 800 |
| | 1,937 |
| | — |
| | 2,737 |
| | (495 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Baytown | | TX | | — |
| | 596 |
| | 1,788 |
| | — |
| | 2,384 |
| | (421 | ) | | 7/31/2013 | | 1998 |
| Golden Corral | | College Station | | TX | | — |
| | 1,265 |
| | 1,718 |
| | — |
| | 2,983 |
| | (447 | ) | | 6/27/2013 | | 1990 |
| Golden Corral | | Houston | | TX | | — |
| | 1,147 |
| | 2,447 |
| | (64 | ) | | 3,530 |
| | (637 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | San Angelo | | TX | | — |
| | 644 |
| | 1,702 |
| | — |
| | 2,346 |
| | (379 | ) | | 2/7/2014 | | 2012 |
| Golden Corral | | Spring | | TX | | — |
| | 3,342 |
| | 1,207 |
| | — |
| | 4,549 |
| | (331 | ) | | 2/7/2014 | | 2011 |
| Golden Corral | | Texarkana | | TX | | — |
| | 758 |
| | 3,031 |
| | — |
| | 3,789 |
| | (713 | ) | | 7/31/2013 | | 2001 |
| Golden Corral | | Bristol | | VA | | — |
| | 750 |
| | 2,276 |
| | — |
| | 3,026 |
| | (582 | ) | | 6/27/2013 | | 1995 |
| Golden Corral | | Beckley | | WV | | — |
| | 1,248 |
| | 2,258 |
| | (2,507 | ) | | 999 |
| | (82 | ) | | 2/7/2014 | | 1995 |
| Goodyear | | Cumming | | GA | | — |
| | 534 |
| | 2,516 |
| | — |
| | 3,050 |
| | (490 | ) | | 2/7/2014 | | 2010 |
| Goodyear | | Cumming | | GA | | — |
| | 1,085 |
| | 1,915 |
| | — |
| | 3,000 |
| | (396 | ) | | 2/7/2014 | | 2010 |
| Goodyear | | Mcdonough | | GA | | 11,033 |
| | 1,797 |
| | 21,264 |
| | — |
| | 23,061 |
| | (5,199 | ) | | 1/8/2014 | | 1995 |
| Goodyear | | Stockbridge | | GA | | 13,432 |
| | 1,222 |
| | 32,119 |
| | — |
| | 33,341 |
| | (8,117 | ) | | 1/8/2014 | | 1995 |
| Goodyear | | Dekalb | | IL | | 20,147 |
| | 4,476 |
| | 44,516 |
| | — |
| | 48,992 |
| | (11,245 | ) | | 1/8/2014 | | 1999 |
| Goodyear | | Lockbourne | | OH | | 13,144 |
| | 3,107 |
| | 28,868 |
| | — |
| | 31,975 |
| | (6,984 | ) | | 1/8/2014 | | 1998 |
| Goodyear | | York | | PA | | 22,834 |
| | 1,980 |
| | 53,396 |
| | — |
| | 55,376 |
| | (12,766 | ) | | 1/8/2014 | | 2001 |
| Goodyear | | Columbia | | SC | | — |
| | 656 |
| | 2,077 |
| | — |
| | 2,733 |
| | (413 | ) | | 2/7/2014 | | 2010 |
| Goodyear | | Corpus Christi | | TX | | — |
| | 753 |
| | 1,737 |
| | — |
| | 2,490 |
| | (337 | ) | | 2/7/2014 | | 2008 |
| Goodyear | | Terrell | | TX | | 15,350 |
| | 2,516 |
| | 34,804 |
| | — |
| | 37,320 |
| | (8,779 | ) | | 1/8/2014 | | 1998 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Harps Food Stores | | Inola | | OK | | — |
| | 130 |
| | 3,387 |
| | — |
| | 3,517 |
| | (978 | ) | | 3/5/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Cape Coral | | FL | | — |
| | 675 |
| | 1,190 |
| | — |
| | 1,865 |
| | (364 | ) | | 3/5/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Vienna | | GA | | — |
| | 62 |
| | 721 |
| | — |
| | 783 |
| | (222 | ) | | 3/12/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Omega | | GA | | — |
| | 167 |
| | 716 |
| | — |
| | 883 |
| | (220 | ) | | 3/12/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Columbia | | SC | | — |
| | 429 |
| | 719 |
| | (35 | ) | | 1,113 |
| | (221 | ) | | 3/12/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Fayetteville | | NC | | — |
| | 267 |
| | 682 |
| | — |
| | 949 |
| | (210 | ) | | 3/14/2014 | | 2013 |
| Lowe's | | Benton Harbor | | MI | | — |
| | 1,011 |
| | 7,851 |
| | 598 |
| | 9,460 |
| | (2,297 | ) | | 3/17/2014 | | 1994 |
| Mattress Firm | | Goshen | | IN | | — |
| | 211 |
| | 1,555 |
| | — |
| | 1,766 |
| | (439 | ) | | 3/20/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Jacksonville | | TX | | — |
| | 195 |
| | 1,003 |
| | — |
| | 1,198 |
| | (316 | ) | | 3/21/2014 | | 2014 |
| Dollar General | | Pleasantville | | PA | | — |
| | 163 |
| | 941 |
| | — |
| | 1,104 |
| | (286 | ) | | 3/24/2014 | | 2013 |
| Dollar General | | Sykesville | | PA | | — |
| | 68 |
| | 1,075 |
| | — |
| | 1,143 |
| | (326 | ) | | 3/24/2014 | | 2013 |
| Dollar General | | Wattsburg | | PA | | — |
| | 96 |
| | 1,031 |
| | — |
| | 1,127 |
| | (313 | ) | | 3/24/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Lake Panasoffkee | | FL | | — |
| | 237 |
| | 696 |
| | — |
| | 933 |
| | (214 | ) | | 3/25/2014 | | 2013 |
| Wendy's | | Albany | | GA | | — |
| | 383 |
| | 748 |
| | — |
| | 1,131 |
| | (228 | ) | | 3/26/2014 | | 1999 |
| Wendy's | | Belpre | | OH | | — |
| | 297 |
| | 1,194 |
| | 1 |
| | 1,492 |
| | (365 | ) | | 3/26/2014 | | 2000 |
| Wendy's | | Benton | | KY | | — |
| | 252 |
| | 926 |
| | — |
| | 1,178 |
| | (282 | ) | | 3/26/2014 | | 2001 |
| Wendy's | | Brookville | | OH | | — |
| | 448 |
| | 1,072 |
| | — |
| | 1,520 |
| | (327 | ) | | 3/26/2014 | | 1984 |
| Wendy's | | Clarksburg | | WV | | — |
| | 277 |
| | 1,181 |
| | — |
| | 1,458 |
| | (360 | ) | | 3/26/2014 | | 1980 |
| Wendy's | | Columbus | | GA | | — |
| | 223 |
| | 1,380 |
| | — |
| | 1,603 |
| | (421 | ) | | 3/26/2014 | | 1982 |
| Wendy's | | Dayton | | OH | | — |
| | 304 |
| | 1,264 |
| | — |
| | 1,568 |
| | (385 | ) | | 3/26/2014 | | 1974 |
| Wendy's | | Dayton | | OH | | — |
| | 288 |
| | 813 |
| | — |
| | 1,101 |
| | (248 | ) | | 3/26/2014 | | 1985 |
| Wendy's | | Dayton | | OH | | — |
| | 274 |
| | 1,029 |
| | — |
| | 1,303 |
| | (321 | ) | | 3/26/2014 | | 2004 |
| Wendy's | | Dayton | | OH | | — |
| | 286 |
| | 869 |
| | — |
| | 1,155 |
| | (265 | ) | | 3/26/2014 | | 1977 |
| Wendy's | | Dayton | | OH | | — |
| | 259 |
| | 838 |
| | — |
| | 1,097 |
| | (256 | ) | | 3/26/2014 | | 1985 |
| Wendy's | | Eaton | | OH | | — |
| | 207 |
| | 1,084 |
| | — |
| | 1,291 |
| | (157 | ) | | 3/26/2014 | | 1993 |
| Wendy's | | Englewood | | OH | | — |
| | 261 |
| | 924 |
| | — |
| | 1,185 |
| | (282 | ) | | 3/26/2014 | | 1976 |
| Wendy's | | Fulton | | NY | | — |
| | 392 |
| | 1,181 |
| | — |
| | 1,573 |
| | (360 | ) | | 3/26/2014 | | 1980 |
| Wendy's | | Liverpool | | NY | | — |
| | 530 |
| | 864 |
| | — |
| | 1,394 |
| | (125 | ) | | 3/26/2014 | | 1980 |
| Wendy's | | Mayfield | | KY | | — |
| | 242 |
| | 779 |
| | — |
| | 1,021 |
| | (238 | ) | | 3/26/2014 | | 1986 |
| Wendy's | | Normal | | IL | | — |
| | 443 |
| | 991 |
| | — |
| | 1,434 |
| | (302 | ) | | 3/26/2014 | | 1985 |
| Wendy's | | Oswego | | NY | | — |
| | 190 |
| | 645 |
| | — |
| | 835 |
| | (197 | ) | | 3/26/2014 | | 1986 |
| Wendy's | | Picayune | | MS | | — |
| | 437 |
| | 1,032 |
| | — |
| | 1,469 |
| | (315 | ) | | 3/26/2014 | | 1983 |
| Wendy's | | Vestal | | NY | | — |
| | 488 |
| | 878 |
| | — |
| | 1,366 |
| | (127 | ) | | 3/26/2014 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| The Gorilla Glue Company | | Cincinnati | | OH | | — |
| | 5,563 |
| | 34,887 |
| | — |
| | 40,450 |
| | (468 | ) | | 7/28/2017 | | 1978 |
| Grandy's | | Ardmore | | OK | | — |
| | 454 |
| | — |
| | — |
| | 454 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Moore | | OK | | — |
| | 320 |
| | 428 |
| | — |
| | 748 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Oklahoma City | | OK | | — |
| | 260 |
| | 380 |
| | — |
| | 640 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Oklahoma City | | OK | | — |
| | 320 |
| | 289 |
| | — |
| | 609 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Arlington | | TX | | — |
| | 734 |
| | — |
| | — |
| | 734 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Carrollton | | TX | | — |
| | 773 |
| | — |
| | (178 | ) | | 595 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Carrollton | | TX | | — |
| | 847 |
| | — |
| | — |
| | 847 |
| | — |
| | 6/27/2013 | | 1986 |
| Grandy's | | Dallas | | TX | | — |
| | 725 |
| | — |
| | — |
| | 725 |
| | — |
| | 7/31/2013 | | 1981 |
| Grandy's | | Dallas | | TX | | — |
| | 357 |
| | — |
| | — |
| | 357 |
| | — |
| | 7/31/2013 | | 1984 |
| Grandy's | | Fort Worth | | TX | | — |
| | 777 |
| | — |
| | — |
| | 777 |
| | — |
| | 6/27/2013 | | 1995 |
| Grandy's | | Fort Worth | | TX | | — |
| | 811 |
| | — |
| | — |
| | 811 |
| | — |
| | 6/27/2013 | | 1985 |
| Grandy's | | Garland | | TX | | — |
| | 623 |
| | — |
| | — |
| | 623 |
| | — |
| | 6/27/2013 | | 1980 |
| Grandy's | | Garland | | TX | | — |
| | 859 |
| | — |
| | — |
| | 859 |
| | — |
| | 6/27/2013 | | 1985 |
| Grandy's | | Greenville | | TX | | — |
| | 847 |
| | — |
| | — |
| | 847 |
| | — |
| | 7/31/2013 | | 1979 |
| Grandy's | | Irving | | TX | | — |
| | 871 |
| | — |
| | — |
| | 871 |
| | — |
| | 6/27/2013 | | 1983 |
| Grandy's | | Lancaster | | TX | | — |
| | 780 |
| | — |
| | — |
| | 780 |
| | — |
| | 6/27/2013 | | 1984 |
| Grandy's | | Mesquite | | TX | | — |
| | 871 |
| | — |
| | — |
| | 871 |
| | — |
| | 6/27/2013 | | 1983 |
| Grandy's | | Plano | | TX | | — |
| | 871 |
| | — |
| | — |
| | 871 |
| | — |
| | 6/27/2013 | | 1980 |
| Greene's Energy Group | | Broussard | | LA | | — |
| | 455 |
| | 6,022 |
| | — |
| | 6,477 |
| | (833 | ) | | 6/12/2014 | | 1980 |
| Habanero's Mexican Grill | | Hueytown | | AL | | — |
| | 60 |
| | 639 |
| | — |
| | 699 |
| | (163 | ) | | 6/27/2013 | | 1995 |
| Hanesbrands | | Rural Hall | | NC | | 18,100 |
| | 1,798 |
| | 41,214 |
| | (50 | ) | | 42,962 |
| | (7,406 | ) | | 2/7/2014 | | 1992 |
| Hanesbrands | | Rural Hall | | NC | | 17,990 |
| | 1,082 |
| | 22,565 |
| | — |
| | 23,647 |
| | (7,169 | ) | | 12/21/2012 | | 1989 |
| Hardee's | | Morrilton | | AR | | — |
| | 175 |
| | 937 |
| | — |
| | 1,112 |
| | (197 | ) | | 3/28/2014 | | 1986 |
| Hardee's | | Jacksonville | | FL | | — |
| | 875 |
| | 583 |
| | — |
| | 1,458 |
| | (137 | ) | | 7/31/2013 | | 1993 |
| Hardee's | | Pace | | FL | | — |
| | 419 |
| | 435 |
| | — |
| | 854 |
| | (110 | ) | | 6/27/2013 | | 1991 |
| Hardee's | | Williston | | FL | | — |
| | 395 |
| | 553 |
| | — |
| | 948 |
| | (139 | ) | | 6/27/2013 | | 1992 |
| Hardee's | | Bremen | | GA | | — |
| | 129 |
| | 518 |
| | — |
| | 647 |
| | (122 | ) | | 7/31/2013 | | 1980 |
| Hardee's | | Canton | | GA | | — |
| | 488 |
| | 539 |
| | — |
| | 1,027 |
| | (136 | ) | | 6/27/2013 | | 1983 |
| Hardee's | | Mount Vernon | | IA | | — |
| | 320 |
| | 480 |
| | (6 | ) | | 794 |
| | (121 | ) | | 6/27/2013 | | 1987 |
| Hardee's | | Indian Trail | | NC | | — |
| | 777 |
| | 553 |
| | — |
| | 1,330 |
| | (134 | ) | | 6/27/2013 | | 1992 |
| Hardee's | | Old Fort | | NC | | — |
| | 300 |
| | 904 |
| | — |
| | 1,204 |
| | (223 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Newberry | | SC | | — |
| | 231 |
| | 935 |
| | — |
| | 1,166 |
| | (283 | ) | | 3/27/2014 | | 2013 |
| McAlisters | | Waco | | TX | | — |
| | 429 |
| | 791 |
| | — |
| | 1,220 |
| | (273 | ) | | 3/27/2014 | | 2000 |
| Tire Kingdom | | Greenville | | SC | | — |
| | 499 |
| | 1,367 |
| | — |
| | 1,866 |
| | (435 | ) | | 3/28/2014 | | 1997 |
| Hardee's | | Morrilton | | AR | | — |
| | 175 |
| | 937 |
| | — |
| | 1,112 |
| | (286 | ) | | 3/28/2014 | | 1986 |
| Tractor Supply | | Silver City | | NM | | — |
| | 716 |
| | 2,380 |
| | — |
| | 3,096 |
| | (654 | ) | | 3/28/2014 | | 2012 |
| Tractor Supply | | Farmington | | NM | | — |
| | 1,091 |
| | 2,194 |
| | — |
| | 3,285 |
| | (603 | ) | | 3/28/2014 | | 2012 |
| Tractor Supply | | Chickasha | | OK | | — |
| | 599 |
| | 2,056 |
| | 538 |
| | 3,193 |
| | (675 | ) | | 3/28/2014 | | 2014 |
| Dollar General | | Butler | | AL | | — |
| | 338 |
| | 1,093 |
| | — |
| | 1,431 |
| | (337 | ) | | 3/28/2014 | | 2014 |
| Dollar General | | Cullman | | AL | | — |
| | 331 |
| | 780 |
| | — |
| | 1,111 |
| | (240 | ) | | 3/28/2014 | | 2013 |
| Dollar General | | Vance | | AL | | — |
| | 191 |
| | 731 |
| | — |
| | 922 |
| | (225 | ) | | 3/28/2014 | | 2014 |
| Tractor Supply | | Jonesville | | MI | | — |
| | 267 |
| | 2,364 |
| | — |
| | 2,631 |
| | (650 | ) | | 3/28/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Chiefland | | FL | | — |
| | 322 |
| | 1,123 |
| | — |
| | 1,445 |
| | (340 | ) | | 3/31/2014 | | 2013 |
| DaVita Dialysis | | Akron | | OH | | — |
| | 312 |
| | 1,994 |
| | — |
| | 2,306 |
| | (495 | ) | | 3/31/2014 | | 1932 |
| FedEx | | Tulsa | | OK | | — |
| | 1,476 |
| | 18,054 |
| | 542 |
| | 20,072 |
| | (7,077 | ) | | 3/31/2014 | | 1999 |
| LA Fitness | | Edmond | | OK | | — |
| | 962 |
| | 6,916 |
| | — |
| | 7,878 |
| | (1,920 | ) | | 3/31/2014 | | 2014 |
| West Marine | | Anchorage | | AK | | — |
| | 1,220 |
| | 2,531 |
| | — |
| | 3,751 |
| | (745 | ) | | 3/31/2014 | | 1995 |
| Dollar General | | Pittsburg | | IL | | — |
| | 97 |
| | 915 |
| | — |
| | 1,012 |
| | (280 | ) | | 3/31/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Charlotte | | NC | | — |
| | 352 |
| | 985 |
| | — |
| | 1,337 |
| | (299 | ) | | 4/15/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Raeford | | NC | | — |
| | 428 |
| | 900 |
| | — |
| | 1,328 |
| | (273 | ) | | 4/17/2014 | | 2014 |
| Dollar General | | Ohatchee | | AL | | — |
| | 97 |
| | 942 |
| | — |
| | 1,039 |
| | (241 | ) | | 4/17/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Stuart | | VA | | — |
| | 204 |
| | 750 |
| | — |
| | 954 |
| | (126 | ) | | 4/18/2014 | | 2013 |
| Walgreens | | Lockport | | NY | | — |
| | 2,358 |
| | 2,301 |
| | 118 |
| | 4,777 |
| | (744 | ) | | 4/21/2014 | | 1998 |
| Dollar General | | Monticello | | KY | | — |
| | 251 |
| | 867 |
| | — |
| | 1,118 |
| | (261 | ) | | 4/25/2014 | | 2012 |
| Dollar Tree/Family Dollar | | Palatka | | FL | | — |
| | 316 |
| | 1,054 |
| | — |
| | 1,370 |
| | (321 | ) | | 4/25/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Jackson Center | | OH | | — |
| | 97 |
| | 764 |
| | — |
| | 861 |
| | (168 | ) | | 4/28/2014 | | 1989 |
| Inform Diagnostics | | Irving | | TX | | — |
| | 3,237 |
| | 37,297 |
| | 341 |
| | 40,875 |
| | (10,498 | ) | | 4/28/2014 | | 1997 |
| Tractor Supply | | Macedon | | NY | | — |
| | 168 |
| | 1,591 |
| | — |
| | 1,759 |
| | (433 | ) | | 4/29/2014 | | 1992 |
| Dollar General | | Ely | | MN | | — |
| | 174 |
| | 944 |
| | — |
| | 1,118 |
| | (156 | ) | | 4/30/2014 | | 2014 |
| Ingersoll Rand | | Annandale | | NJ | | — |
| | 1,367 |
| | 14,223 |
| | (90 | ) | | 15,500 |
| | (7,957 | ) | | 4/30/2014 | | 1999 |
| Dollar Tree/Family Dollar | | McCormick | | SC | | — |
| | 167 |
| | 791 |
| | — |
| | 958 |
| | (242 | ) | | 4/30/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Graceville | | FL | | — |
| | 367 |
| | 810 |
| | — |
| | 1,177 |
| | (247 | ) | | 4/30/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Cordele | | GA | | — |
| | 136 |
| | 1,049 |
| | — |
| | 1,185 |
| | (237 | ) | | 4/30/2014 | | 2014 |
| Dollar General | | Richland | | IN | | — |
| | 156 |
| | 887 |
| | — |
| | 1,043 |
| | (148 | ) | | 4/30/2014 | | 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Hardee's | | Sparta | | NC | | — |
| | 372 |
| | 346 |
| | — |
| | 718 |
| | (87 | ) | | 6/27/2013 | | 1983 |
| Hardee's | | Akron | | OH | | — |
| | 207 |
| | 483 |
| | — |
| | 690 |
| | (113 | ) | | 7/31/2013 | | 1990 |
| Hardee's | | Jefferson | | OH | | — |
| | 242 |
| | 363 |
| | — |
| | 605 |
| | (85 | ) | | 7/31/2013 | | 1989 |
| Hardee's | | Minerva | | OH | | — |
| | 214 |
| | 321 |
| | — |
| | 535 |
| | (76 | ) | | 7/31/2013 | | 1990 |
| Hardee's | | Seville | | OH | | — |
| | 151 |
| | 454 |
| | — |
| | 605 |
| | (107 | ) | | 7/31/2013 | | 1989 |
| Hardee's | | Aiken | | SC | | — |
| | 220 |
| | 450 |
| | — |
| | 670 |
| | (111 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | Chapin | | SC | | — |
| | 380 |
| | 741 |
| | — |
| | 1,121 |
| | (183 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | Chester | | SC | | — |
| | 586 |
| | 563 |
| | — |
| | 1,149 |
| | (104 | ) | | 7/31/2013 | | 1994 |
| Hardee's | | Bloomingdale | | TN | | — |
| | 270 |
| | 844 |
| | — |
| | 1,114 |
| | (208 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | Clinton | | TN | | — |
| | 390 |
| | 893 |
| | — |
| | 1,283 |
| | (221 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | Crossville | | TN | | — |
| | 300 |
| | 689 |
| | — |
| | 989 |
| | (170 | ) | | 6/27/2013 | | 1995 |
| Hardee's | | Erwin | | TN | | — |
| | 346 |
| | 406 |
| | — |
| | 752 |
| | (102 | ) | | 6/27/2013 | | 1982 |
| Hardee's | | Morristown | | TN | | — |
| | 353 |
| | 431 |
| | — |
| | 784 |
| | (101 | ) | | 7/31/2013 | | 1991 |
| Hardee's | | Springfield | | TN | | — |
| | 343 |
| | 515 |
| | — |
| | 858 |
| | (121 | ) | | 7/31/2013 | | 1990 |
| Hardee's / Red Burrito | | Attalla | | AL | | — |
| | 220 |
| | 896 |
| | — |
| | 1,116 |
| | (221 | ) | | 6/27/2013 | | 1995 |
| Harley Davidson | | Round Rock | | TX | | — |
| | 1,688 |
| | 9,563 |
| | — |
| | 11,251 |
| | (2,537 | ) | | 7/31/2013 | | 2008 |
| Harps Grocery | | Cabot | | AR | | — |
| | 270 |
| | 4,664 |
| | — |
| | 4,934 |
| | (989 | ) | | 2/7/2014 | | 2014 |
| Harps Grocery | | Haskell | | AR | | — |
| | 499 |
| | 3,281 |
| | — |
| | 3,780 |
| | (685 | ) | | 2/7/2014 | | 2012 |
| Harps Grocery | | Hot Springs | | AR | | — |
| | 592 |
| | 4,353 |
| | — |
| | 4,945 |
| | (904 | ) | | 2/7/2014 | | 2013 |
| Harps Grocery | | Hot Springs | | AR | | — |
| | 839 |
| | 4,486 |
| | — |
| | 5,325 |
| | (887 | ) | | 2/7/2014 | | 2013 |
| Harps Grocery | | Searcy | | AR | | — |
| | 705 |
| | 4,159 |
| | — |
| | 4,864 |
| | (835 | ) | | 2/7/2014 | | 2008 |
| Harps Grocery | | West Fork | | AR | | — |
| | 635 |
| | 4,708 |
| | — |
| | 5,343 |
| | (951 | ) | | 2/7/2014 | | 2013 |
| Harps Grocery | | Poplar Bluff | | MO | | — |
| | 572 |
| | 2,991 |
| | 4 |
| | 3,567 |
| | (290 | ) | | 2/21/2014 | | 2014 |
| Harps Grocery | | Inola | | OK | | — |
| | 130 |
| | 3,387 |
| | — |
| | 3,517 |
| | (680 | ) | | 3/5/2014 | | 2014 |
| Harris Teeter | | Durham | | NC | | 1,910 |
| | 3,239 |
| | — |
| | — |
| | 3,239 |
| | — |
| | 2/7/2014 | | 2009 |
| HD Supply | | Santee | | CA | | — |
| | 2,400 |
| | 7,312 |
| | 430 |
| | 10,142 |
| | (1,908 | ) | | 2/21/2014 | | 1995 |
| Healthnow | | Buffalo | | NY | | 41,555 |
| | 2,569 |
| | 89,399 |
| | — |
| | 91,968 |
| | (13,871 | ) | | 2/7/2014 | | 2007 |
| Helmer Scientific | | Noblesville | | IN | | — |
| | 1,431 |
| | 10,699 |
| | — |
| | 12,130 |
| | (137 | ) | | 7/27/2017 | | 2012 |
| Hobby Lobby | | Algonquin | | IL | | — |
| | 998 |
| | 4,580 |
| | — |
| | 5,578 |
| | (76 | ) | | 6/23/2017 | | 2012 |
| Hobby Lobby | | Avon | | IN | | — |
| | 1,439 |
| | 5,855 |
| | — |
| | 7,294 |
| | (1,129 | ) | | 2/7/2014 | | 2007 |
| Hobby Lobby | | Kannapolis | | NC | | — |
| | 1,929 |
| | 4,227 |
| | — |
| | 6,156 |
| | (849 | ) | | 2/7/2014 | | 2004 |
| Hobby Lobby | | Columbia | | TN | | — |
| | 951 |
| | 2,467 |
| | 38 |
| | 3,456 |
| | (563 | ) | | 2/26/2014 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Lake Village | | IN | | — |
| | 154 |
| | 752 |
| | — |
| | 906 |
| | (467 | ) | | 4/30/2014 | | 2013 |
| Wendy's | | Kinston | | NC | | — |
| | 491 |
| | 1,159 |
| | — |
| | 1,650 |
| | (353 | ) | | 5/1/2014 | | 2004 |
| Dollar General | | Cohasset | | MN | | — |
| | 87 |
| | 964 |
| | — |
| | 1,051 |
| | (288 | ) | | 5/2/2014 | | 2013 |
| Katun | | Davenport | | IA | | — |
| | 454 |
| | 7,485 |
| | — |
| | 7,939 |
| | (1,731 | ) | | 5/6/2014 | | 1993 |
| GE Engine Services | | Winfield | | KS | | — |
| | 1,078 |
| | 5,087 |
| | 22 |
| | 6,187 |
| | (4,977 | ) | | 5/6/2014 | | 1951 |
| Dollar Tree/Family Dollar | | Sodus | | NY | | — |
| | 54 |
| | 1,441 |
| | — |
| | 1,495 |
| | (436 | ) | | 5/7/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Hayneville | | AL | | — |
| | 172 |
| | 722 |
| | — |
| | 894 |
| | (218 | ) | | 5/7/2014 | | 2013 |
| Dollar General | | Palatka | | FL | | — |
| | 113 |
| | 1,196 |
| | — |
| | 1,309 |
| | (357 | ) | | 5/7/2014 | | 2013 |
| Vacant | | L'Anse | | MI | | — |
| | 382 |
| | 1,736 |
| | (1,468 | ) | | 650 |
| | — |
| | 5/13/2014 | | 2009 |
| Dollar Tree/Family Dollar | | Claxton | | GA | | — |
| | 322 |
| | 665 |
| | — |
| | 987 |
| | (202 | ) | | 5/14/2014 | | 2014 |
| McAlisters | | Sherman | | TX | | — |
| | 563 |
| | 1,223 |
| | — |
| | 1,786 |
| | (374 | ) | | 5/16/2014 | | 2013 |
| Walgreens | | Buxton | | ME | | — |
| | — |
| | — |
| | 2,132 |
| | 2,132 |
| | (546 | ) | | 5/19/2014 | | 1997 |
| Walgreens | | Houston | | TX | | — |
| | 491 |
| | 1,965 |
| | — |
| | 2,456 |
| | (711 | ) | | 5/19/2014 | | 1993 |
| Rite Aid | | Memphis | | TN | | — |
| | 266 |
| | 1,062 |
| | 54 |
| | 1,382 |
| | (362 | ) | | 5/19/2014 | | 2000 |
| Rite Aid | | Warren | | OH | | — |
| | 668 |
| | 2,670 |
| | (2,056 | ) | | 1,282 |
| | (9 | ) | | 5/19/2014 | | 1999 |
| Walgreens | | Cahokia | | IL | | — |
| | 394 |
| | 1,577 |
| | 166 |
| | 2,137 |
| | (617 | ) | | 5/19/2014 | | 1994 |
| Vacant | | Cleveland | | OH | | — |
| | 472 |
| | 1,890 |
| | (1,451 | ) | | 911 |
| | (16 | ) | | 5/19/2014 | | 1994 |
| Lowe's | | Jonesboro | | AR | | — |
| | 2,101 |
| | 8,405 |
| | 185 |
| | 10,691 |
| | (2,349 | ) | | 5/19/2014 | | 1994 |
| Lowe's | | Texas City | | TX | | — |
| | 2,313 |
| | 9,253 |
| | — |
| | 11,566 |
| | (3,538 | ) | | 5/19/2014 | | 1995 |
| Tractor Supply | | Woodstock | | VA | | — |
| | 524 |
| | 2,098 |
| | — |
| | 2,622 |
| | (652 | ) | | 5/19/2014 | | 2004 |
| Sherwin-Williams | | Ashtabula | | OH | | — |
| | 176 |
| | 704 |
| | — |
| | 880 |
| | (173 | ) | | 5/19/2014 | | 2003 |
| Sherwin-Williams | | Boardman | | OH | | — |
| | 206 |
| | 825 |
| | — |
| | 1,031 |
| | (203 | ) | | 5/19/2014 | | 2003 |
| Sherwin-Williams | | Angola | | IN | | — |
| | 249 |
| | 996 |
| | — |
| | 1,245 |
| | (296 | ) | | 5/19/2014 | | 2001 |
| Apria Healthcare | | Indianapolis | | IN | | — |
| | 981 |
| | 3,922 |
| | 775 |
| | 5,678 |
| | (1,328 | ) | | 5/19/2014 | | 1993 |
| Rite Aid | | Hayes | | VA | | — |
| | 812 |
| | 3,247 |
| | — |
| | 4,059 |
| | (1,029 | ) | | 5/19/2014 | | 2005 |
| Walgreens | | Spartanburg | | SC | | — |
| | 894 |
| | 3,575 |
| | — |
| | 4,469 |
| | (1,133 | ) | | 5/19/2014 | | 2004 |
| Walgreens | | Travelers Rest | | SC | | — |
| | 882 |
| | 3,527 |
| | — |
| | 4,409 |
| | (1,118 | ) | | 5/19/2014 | | 2005 |
| CVS | | Independence | | MO | | — |
| | 780 |
| | 3,121 |
| | — |
| | 3,901 |
| | (1,009 | ) | | 5/19/2014 | | 2000 |
| Rite Aid | | Philadelphia | | PA | | — |
| | 633 |
| | 2,531 |
| | — |
| | 3,164 |
| | (830 | ) | | 5/19/2014 | | 1999 |
| CVS | | Duncanville | | TX | | — |
| | 670 |
| | 2,681 |
| | — |
| | 3,351 |
| | (875 | ) | | 5/19/2014 | | 2000 |
| Rite Aid | | Wheelersburg | | OH | | — |
| | 361 |
| | 1,444 |
| | 64 |
| | 1,869 |
| | (479 | ) | | 5/19/2014 | | 1998 |
| Tractor Supply | | Paducah | | KY | | — |
| | 393 |
| | 1,574 |
| | — |
| | 1,967 |
| | (515 | ) | | 5/19/2014 | | 1995 |
| Rite Aid | | St. Marys | | OH | | — |
| | 581 |
| | 2,322 |
| | — |
| | 2,903 |
| | (736 | ) | | 5/19/2014 | | 2005 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Hobby Lobby | | Logan | | UT | | — |
| | 2,683 |
| | 3,079 |
| | — |
| | 5,762 |
| | (671 | ) | | 2/7/2014 | | 2008 |
| Home Depot | | Tucson | | AZ | | — |
| | 6,251 |
| | — |
| | — |
| | 6,251 |
| | — |
| | 2/7/2014 | | 2005 |
| Home Depot | | San Diego | | CA | | 6,650 |
| | 12,518 |
| | — |
| | — |
| | 12,518 |
| | — |
| | 2/7/2014 | | 1998 |
| Home Depot | | Evans | | GA | | — |
| | 4,583 |
| | — |
| | — |
| | 4,583 |
| | — |
| | 2/7/2014 | | 2009 |
| Home Depot | | Kennesaw | | GA | | — |
| | 1,809 |
| | 12,331 |
| | 1 |
| | 14,141 |
| | (2,203 | ) | | 2/7/2014 | | 2012 |
| Home Depot | | Slidell | | LA | | 1,996 |
| | 5,131 |
| | — |
| | — |
| | 5,131 |
| | — |
| | 2/7/2014 | | 1998 |
| Home Depot | | Las Vegas | | NV | | — |
| | 7,907 |
| | — |
| | — |
| | 7,907 |
| | — |
| | 2/7/2014 | | 1998 |
| Home Depot | | Columbia | | SC | | — |
| | 2,911 |
| | 15,463 |
| | — |
| | 18,374 |
| | (4,986 | ) | | 11/9/2009 | | 2009 |
| Home Depot | | Odessa | | TX | | — |
| | 1,599 |
| | — |
| | — |
| | 1,599 |
| | — |
| | 2/7/2014 | | 1998 |
| Home Depot | | Winchester | | VA | | — |
| | 3,955 |
| | 18,405 |
| | 1,136 |
| | 23,496 |
| | (5,339 | ) | | 2/7/2014 | | 2008 |
| Home Town Buffet | | Rialto | | CA | | — |
| | 265 |
| | 1,261 |
| | (1,046 | ) | | 480 |
| | (108 | ) | | 1/8/2014 | | 1998 |
| Home Town Buffet | | Santa Maria | | CA | | — |
| | 191 |
| | 1,006 |
| | (763 | ) | | 434 |
| | (55 | ) | | 1/8/2014 | | 2002 |
| Home Town Buffet | | Newark | | DE | | — |
| | 177 |
| | 1,129 |
| | (739 | ) | | 567 |
| | (95 | ) | | 1/8/2014 | | 1983 |
| Home Town Buffet | | Union Gap | | WA | | — |
| | 253 |
| | 1,320 |
| | (1,223 | ) | | 350 |
| | (75 | ) | | 1/8/2014 | | 2002 |
| Houghton Town Center | | Tucson | | AZ | | — |
| | 1,176 |
| | 8,565 |
| | — |
| | 9,741 |
| | (9 | ) | | 12/28/2017 | | 2017 |
| Huntington National Bank | | Conneaut | | OH | | — |
| | 205 |
| | 477 |
| | 6 |
| | 688 |
| | (108 | ) | | 10/1/2013 | | 1971 |
| Huntington National Bank | | Jefferson | | OH | | — |
| | 255 |
| | 765 |
| | 7 |
| | 1,027 |
| | (173 | ) | | 10/1/2013 | | 1963 |
| Hy-Vee | | Vermillion | | SD | | 2,922 |
| | 409 |
| | 3,684 |
| | — |
| | 4,093 |
| | (1,219 | ) | | 4/8/2013 | | 1986 |
| IFM Efectors | | Malvern | | PA | | — |
| | 1,816 |
| | — |
| | 9,747 |
| | 11,563 |
| | (840 | ) | | 8/27/2014 | | 2014 |
| Igloo | | Katy | | TX | | — |
| | 5,617 |
| | 38,470 |
| | — |
| | 44,087 |
| | (6,887 | ) | | 2/7/2014 | | 2004 |
| IHOP | | Auburn | | AL | | — |
| | 1,111 |
| | 933 |
| | — |
| | 2,044 |
| | (243 | ) | | 6/27/2013 | | 1998 |
| IHOP | | Homewood | | AL | | — |
| | 610 |
| | 1,762 |
| | — |
| | 2,372 |
| | (450 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Montgomery | | AL | | — |
| | 941 |
| | — |
| | (517 | ) | | 424 |
| | — |
| | 6/27/2013 | | 1998 |
| IHOP | | Castle Rock | | CO | | — |
| | 320 |
| | 2,334 |
| | — |
| | 2,654 |
| | (597 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Greeley | | CO | | — |
| | 120 |
| | 1,538 |
| | — |
| | 1,658 |
| | (393 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Loveland | | CO | | — |
| | 181 |
| | 1,534 |
| | — |
| | 1,715 |
| | (53 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Pueblo | | CO | | — |
| | 330 |
| | 1,589 |
| | — |
| | 1,919 |
| | (406 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Bossier City | | LA | | — |
| | 541 |
| | 1,342 |
| | — |
| | 1,883 |
| | (349 | ) | | 6/27/2013 | | 1998 |
| IHOP | | Natchitoches | | LA | | — |
| | 750 |
| | 89 |
| | — |
| | 839 |
| | (23 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Roseville | | MI | | — |
| | 340 |
| | 1,071 |
| | 125 |
| | 1,536 |
| | (275 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Kansas City | | MO | | — |
| | 630 |
| | 1,002 |
| | — |
| | 1,632 |
| | (256 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Southaven | | MS | | — |
| | 350 |
| | 2,108 |
| | — |
| | 2,458 |
| | (539 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Tractor Supply | | Glasgow | | KY | | — |
| | 453 |
| | 1,812 |
| | — |
| | 2,265 |
| | (581 | ) | | 5/19/2014 | | 2005 |
| Best Buy | | Tupelo | | MS | | — |
| | 484 |
| | 1,934 |
| | — |
| | 2,418 |
| | (561 | ) | | 5/19/2014 | | 2005 |
| Vacant | | Hurst | | TX | | — |
| | 497 |
| | 1,990 |
| | 120 |
| | 2,607 |
| | (640 | ) | | 5/19/2014 | | 1999 |
| Savers | | Austin | | TX | | — |
| | 740 |
| | 2,958 |
| | — |
| | 3,698 |
| | (865 | ) | | 5/19/2014 | | 2002 |
| Ross | | Austin | | TX | | — |
| | 658 |
| | 2,631 |
| | 700 |
| | 3,989 |
| | (1,082 | ) | | 5/19/2014 | | 2002 |
| Vanguard Car Rental | | College Park | | GA | | — |
| | 1,561 |
| | 6,244 |
| | — |
| | 7,805 |
| | (2,496 | ) | | 5/19/2014 | | 2002 |
| Tractor Supply | | Topeka | | KS | | — |
| | 446 |
| | 1,785 |
| | — |
| | 2,231 |
| | (582 | ) | | 5/19/2014 | | 2006 |
| AutoZone | | Yorkville | | IL | | — |
| | 383 |
| | 1,534 |
| | — |
| | 1,917 |
| | (478 | ) | | 5/19/2014 | | 2006 |
| Dollar General | | Broken Bow | | OK | | — |
| | 331 |
| | 1,325 |
| | — |
| | 1,656 |
| | (360 | ) | | 5/19/2014 | | 2012 |
| 7-Eleven | | Merritt Island | | FL | | — |
| | 540 |
| | 2,162 |
| | — |
| | 2,702 |
| | (531 | ) | | 5/19/2014 | | 2009 |
| Dollar Tree/Family Dollar | | Abbeville | | SC | | — |
| | 146 |
| | 734 |
| | — |
| | 880 |
| | (174 | ) | | 5/23/2014 | | 2014 |
| Advance Auto Parts | | Tecumseh | | MI | | — |
| | 281 |
| | 1,214 |
| | — |
| | 1,495 |
| | (338 | ) | | 5/27/2014 | | 2009 |
| Lumber Liquidators | | Saginaw | | MI | | — |
| | 287 |
| | 502 |
| | 88 |
| | 877 |
| | (153 | ) | | 5/28/2014 | | 2000 |
| Dollar Tree/Family Dollar | | Abbeville | | GA | | — |
| | 163 |
| | 768 |
| | — |
| | 931 |
| | (178 | ) | | 5/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Ellerbe | | NC | | — |
| | 225 |
| | 781 |
| | — |
| | 1,006 |
| | (215 | ) | | 5/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Camden | | AL | | — |
| | 137 |
| | 851 |
| | — |
| | 988 |
| | (238 | ) | | 5/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Wilmer | | AL | | — |
| | 221 |
| | 791 |
| | — |
| | 1,012 |
| | (220 | ) | | 5/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Raeford | | NC | | — |
| | 185 |
| | 935 |
| | — |
| | 1,120 |
| | (255 | ) | | 5/29/2014 | | 2014 |
| Mattress Firm | | Goldsboro | | NC | | — |
| | 349 |
| | 1,385 |
| | — |
| | 1,734 |
| | (322 | ) | | 5/29/2014 | | 2014 |
| Dollar General | | Porter | | IN | | — |
| | 243 |
| | 995 |
| | — |
| | 1,238 |
| | (150 | ) | | 5/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Broad Top | | PA | | — |
| | 196 |
| | 954 |
| | — |
| | 1,150 |
| | (212 | ) | | 5/30/2014 | | 2013 |
| Dollar General | | Albert Lea | | MN | | — |
| | 223 |
| | 551 |
| | 161 |
| | 935 |
| | (149 | ) | | 5/30/2014 | | 1960 |
| Dollar Tree/Family Dollar | | Estill | | SC | | — |
| | 244 |
| | 757 |
| | — |
| | 1,001 |
| | (178 | ) | | 6/4/2014 | | 2014 |
| Sunbelt Rentals | | Mabelvale | | AR | | — |
| | 240 |
| | 894 |
| | — |
| | 1,134 |
| | (246 | ) | | 6/4/2014 | | 2006 |
| Dept. of Public Advocacy | | Covington | | KY | | — |
| | 3,120 |
| | 80,689 |
| | 1,582 |
| | 85,391 |
| | (18,483 | ) | | 6/5/2014 | | 1994 |
| Jiffy Lube | | Houston | | TX | | — |
| | 423 |
| | 1,037 |
| | — |
| | 1,460 |
| | (276 | ) | | 6/9/2014 | | 2008 |
| Cactus Wellhead | | DuBois | | PA | | — |
| | 129 |
| | 2,542 |
| | — |
| | 2,671 |
| | (601 | ) | | 6/12/2014 | | 2012 |
| Select Energy Services | | Alderson | | OK | | — |
| | 260 |
| | 1,150 |
| | — |
| | 1,410 |
| | (353 | ) | | 6/12/2014 | | 2008 |
| Gravity Oilfield Services | | Hobbs | | NM | | — |
| | 358 |
| | 1,129 |
| | — |
| | 1,487 |
| | (328 | ) | | 6/12/2014 | | 2013 |
| Gravity Oilfield Services | | Midland | | TX | | — |
| | 1,063 |
| | 528 |
| | — |
| | 1,591 |
| | (158 | ) | | 6/12/2014 | | 2009 |
| Owens Corning | | Wichita Falls | | TX | | — |
| | 231 |
| | 847 |
| | — |
| | 1,078 |
| | (213 | ) | | 6/12/2014 | | 1972 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Gravity Oilfield Services | | Snyder | | TX | | — |
| | 466 |
| | 588 |
| | — |
| | 1,054 |
| | (184 | ) | | 6/12/2014 | | 2005 |
| Gravity Oilfield Services | | Midland | | TX | | — |
| | 1,013 |
| | 968 |
| | — |
| | 1,981 |
| | (253 | ) | | 6/12/2014 | | 2010 |
| Waste Connections | | Weatherford | | TX | | — |
| | 102 |
| | 3,386 |
| | (2,911 | ) | | 577 |
| | (239 | ) | | 6/12/2014 | | 2011 |
| Gravity Oilfield Services | | Odessa | | TX | | — |
| | 500 |
| | 3,891 |
| | — |
| | 4,391 |
| | (1,133 | ) | | 6/12/2014 | | 1963 |
| Select Energy Services | | Damascus | | AR | | — |
| | 530 |
| | 800 |
| | — |
| | 1,330 |
| | (368 | ) | | 6/12/2014 | | 2009 |
| Amega West | | West Alexander | | PA | | — |
| | 117 |
| | 1,787 |
| | (919 | ) | | 985 |
| | (233 | ) | | 6/12/2014 | | 2010 |
| Cactus Wellhead | | Center | | TX | | — |
| | 115 |
| | 1,886 |
| | — |
| | 2,001 |
| | (444 | ) | | 6/12/2014 | | 2011 |
| Greene's Energy Group | | Broussard | | LA | | — |
| | 455 |
| | 6,022 |
| | — |
| | 6,477 |
| | (1,261 | ) | | 6/12/2014 | | 1980 |
| Select Energy Services | | Frierson | | LA | | — |
| | 260 |
| | 4,954 |
| | — |
| | 5,214 |
| | (1,183 | ) | | 6/12/2014 | | 2010 |
| Gravity Oilfield Services | | Monahans | | TX | | — |
| | 50 |
| | 538 |
| | — |
| | 588 |
| | (157 | ) | | 6/12/2014 | | 2011 |
| MS Energy Services | | Midland | | TX | | — |
| | 1,165 |
| | 948 |
| | — |
| | 2,113 |
| | (253 | ) | | 6/12/2014 | | 2012 |
| Select Energy Services | | Big Wells | | TX | | — |
| | 353 |
| | 1,820 |
| | — |
| | 2,173 |
| | (438 | ) | | 6/12/2014 | | 2011 |
| Amega West | | Midland | | TX | | — |
| | 591 |
| | 379 |
| | — |
| | 970 |
| | (101 | ) | | 6/12/2014 | | 1979 |
| Crest Pumping Technologies | | Pleasanton | | TX | | — |
| | 519 |
| | 7,949 |
| | — |
| | 8,468 |
| | (3,452 | ) | | 6/12/2014 | | 2013 |
| Cactus Wellhead | | Pleasanton | | TX | | — |
| | 144 |
| | 2,908 |
| | — |
| | 3,052 |
| | (694 | ) | | 6/12/2014 | | 2011 |
| Mastec | | Houston | | TX | | — |
| | 369 |
| | 2,669 |
| | — |
| | 3,038 |
| | (639 | ) | | 6/12/2014 | | 2012 |
| Gravity Oilfield Services | | San Angelo | | TX | | — |
| | 821 |
| | 1,658 |
| | — |
| | 2,479 |
| | (430 | ) | | 6/12/2014 | | 2012 |
| Energy Maintenance Services US | | Pasadena | | TX | | — |
| | 393 |
| | 2,878 |
| | — |
| | 3,271 |
| | (682 | ) | | 6/12/2014 | | 2011 |
| Express Energy Services | | Pleasanton | | TX | | — |
| | 413 |
| | 5,541 |
| | — |
| | 5,954 |
| | (1,318 | ) | | 6/12/2014 | | 2012 |
| Gravity Oilfield Services | | Snyder | | TX | | — |
| | 174 |
| | 1,189 |
| | — |
| | 1,363 |
| | (284 | ) | | 6/12/2014 | | 1975 |
| Dollar Tree/Family Dollar | | Bessemer | | AL | | — |
| | 295 |
| | 1,301 |
| | — |
| | 1,596 |
| | (349 | ) | | 6/16/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Troy | | NC | | — |
| | 341 |
| | 621 |
| | — |
| | 962 |
| | (152 | ) | | 6/17/2014 | | 2014 |
| Dollar General | | Rockford | | IL | | — |
| | 464 |
| | 597 |
| | 27 |
| | 1,088 |
| | (147 | ) | | 6/18/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Lumberton | | NC | | — |
| | 146 |
| | 1,013 |
| | — |
| | 1,159 |
| | (230 | ) | | 6/20/2014 | | 2014 |
| Applebee's | | St. Charles | | MO | | — |
| | 781 |
| | 1,075 |
| | — |
| | 1,856 |
| | (303 | ) | | 6/23/2014 | | 1990 |
| Rite Aid | | West Branch | | MI | | — |
| | 418 |
| | 1,280 |
| | 70 |
| | 1,768 |
| | (409 | ) | | 6/23/2014 | | 1996 |
| Rite Aid | | Bay City | | MI | | — |
| | 463 |
| | 1,629 |
| | 62 |
| | 2,154 |
| | (477 | ) | | 6/24/2014 | | 1996 |
| Dollar Tree/Family Dollar | | Sebring | | FL | | — |
| | 492 |
| | 1,063 |
| | — |
| | 1,555 |
| | (246 | ) | | 6/24/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Charlotte | | NC | | — |
| | 412 |
| | 992 |
| | — |
| | 1,404 |
| | (219 | ) | | 6/25/2014 | | 2014 |
| Schmitz & Schmitz | | Gainesville | | TX | | — |
| | 29 |
| | 1,950 |
| | — |
| | 1,979 |
| | (396 | ) | | 6/25/2014 | | 1930 |
| Shale Tank Truck | | Midland | | TX | | — |
| | 757 |
| | 939 |
| | — |
| | 1,696 |
| | (263 | ) | | 6/25/2014 | | 2012 |
| Gravity Oilfield Services | | Odessa | | TX | | — |
| | 104 |
| | 1,259 |
| | — |
| | 1,363 |
| | (290 | ) | | 6/25/2014 | | 1963 |
| Select Energy Services | | Dilley | | TX | | — |
| | 308 |
| | 1,416 |
| | — |
| | 1,724 |
| | (359 | ) | | 6/25/2014 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| IHOP | | Greenville | | SC | | — |
| | 610 |
| | 1,551 |
| | — |
| | 2,161 |
| | (396 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Clarksville | | TN | | — |
| | 530 |
| | 1,346 |
| | — |
| | 1,876 |
| | (344 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Murfreesboro | | TN | | — |
| | 600 |
| | 1,687 |
| | — |
| | 2,287 |
| | (431 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Baytown | | TX | | — |
| | 698 |
| | 1,297 |
| | — |
| | 1,995 |
| | (305 | ) | | 7/31/2013 | | 1998 |
| IHOP | | Corpus Christi | | TX | | — |
| | 1,176 |
| | — |
| | — |
| | 1,176 |
| | — |
| | 7/31/2013 | | 1995 |
| IHOP | | Fort Worth | | TX | | — |
| | 560 |
| | 1,879 |
| | — |
| | 2,439 |
| | (480 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Houston | | TX | | — |
| | 760 |
| | 2,462 |
| | — |
| | 3,222 |
| | (629 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Killeen | | TX | | — |
| | 380 |
| | 1,028 |
| | — |
| | 1,408 |
| | (263 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Lake Jackson | | TX | | — |
| | 370 |
| | 2,018 |
| | — |
| | 2,388 |
| | (516 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Leon Valley | | TX | | — |
| | 650 |
| | 2,055 |
| | — |
| | 2,705 |
| | (665 | ) | | 6/27/2013 | | 1995 |
| IHOP | | Auburn | | WA | | — |
| | 780 |
| | 1,878 |
| | — |
| | 2,658 |
| | (480 | ) | | 6/27/2013 | | 1995 |
| Ingersoll Rand | | Annandale | | NJ | | — |
| | 1,367 |
| | 14,223 |
| | (90 | ) | | 15,500 |
| | (5,249 | ) | | 4/30/2014 | | 1999 |
| Ingram Micro | | Amherst | | NY | | — |
| | 4,107 |
| | 20,347 |
| | — |
| | 24,454 |
| | (4,068 | ) | | 6/25/2014 | | 1986 |
| Invensys Systems | | Foxboro | | MA | | — |
| | 11,784 |
| | — |
| | 27,888 |
| | 39,672 |
| | (3,504 | ) | | 6/27/2014 | | 1965 |
| Iron Mountain | | Columbus | | OH | | — |
| | 405 |
| | 3,642 |
| | 1,263 |
| | 5,310 |
| | (1,217 | ) | | 9/28/2012 | | 1954 |
| Iron Mountain | | Mohnton | | PA | | — |
| | 197 |
| | 6,152 |
| | — |
| | 6,349 |
| | (1,032 | ) | | 7/2/2014 | | 1979 |
| IRS Gateway Center | | Covington | | KY | | — |
| | 3,120 |
| | 80,689 |
| | 1,561 |
| | 85,370 |
| | (12,096 | ) | | 6/5/2014 | | 1994 |
| Irving Oil | | Belfast | | ME | | — |
| | 339 |
| | 698 |
| | — |
| | 1,037 |
| | (170 | ) | | 2/7/2014 | | 1997 |
| Irving Oil | | Bethel | | ME | | — |
| | 182 |
| | 331 |
| | — |
| | 513 |
| | (83 | ) | | 2/7/2014 | | 1990 |
| Irving Oil | | Boothbay Harbor | | ME | | — |
| | 413 |
| | 550 |
| | — |
| | 963 |
| | (143 | ) | | 2/7/2014 | | 1993 |
| Irving Oil | | Caribou | | ME | | — |
| | 187 |
| | 404 |
| | — |
| | 591 |
| | (97 | ) | | 2/7/2014 | | 1990 |
| Irving Oil | | Fort Kent | | ME | | — |
| | 358 |
| | 352 |
| | — |
| | 710 |
| | (100 | ) | | 2/7/2014 | | 1973 |
| Irving Oil | | Kennebunk | | ME | | — |
| | 469 |
| | 541 |
| | — |
| | 1,010 |
| | (146 | ) | | 2/7/2014 | | 1980 |
| Irving Oil | | Lincoln | | ME | | — |
| | 360 |
| | 360 |
| | — |
| | 720 |
| | (91 | ) | | 2/7/2014 | | 1994 |
| Irving Oil | | Orono | | ME | | — |
| | 228 |
| | 272 |
| | — |
| | 500 |
| | (66 | ) | | 2/7/2014 | | 1984 |
| Irving Oil | | Saco | | ME | | — |
| | 619 |
| | 222 |
| | — |
| | 841 |
| | (78 | ) | | 2/7/2014 | | 1995 |
| Irving Oil | | Skowhegan | | ME | | — |
| | 541 |
| | 492 |
| | — |
| | 1,033 |
| | (135 | ) | | 2/7/2014 | | 1988 |
| Irving Oil | | Conway | | NH | | — |
| | 173 |
| | 525 |
| | — |
| | 698 |
| | (119 | ) | | 2/7/2014 | | 2004 |
| Irving Oil | | Dover | | NH | | — |
| | 380 |
| | 717 |
| | — |
| | 1,097 |
| | (170 | ) | | 2/7/2014 | | 1988 |
| Irving Oil | | Rochester | | NH | | — |
| | 290 |
| | 747 |
| | — |
| | 1,037 |
| | (171 | ) | | 2/7/2014 | | 1970 |
| Irving Oil | | Dummerston | | VT | | — |
| | 185 |
| | 353 |
| | — |
| | 538 |
| | (95 | ) | | 2/7/2014 | | 1993 |
| Irving Oil | | Rutland | | VT | | — |
| | 249 |
| | 220 |
| | — |
| | 469 |
| | (54 | ) | | 2/7/2014 | | 1984 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Fun Town RV | | Cleburne | | TX | | — |
| | 476 |
| | 547 |
| | — |
| | 1,023 |
| | (143 | ) | | 6/25/2014 | | 2007 |
| Select Energy Services | | Odessa | | TX | | — |
| | 460 |
| | 1,998 |
| | — |
| | 2,458 |
| | (536 | ) | | 6/25/2014 | | 1982 |
| Weir | | Williston | | ND | | — |
| | 273 |
| | 6,232 |
| | — |
| | 6,505 |
| | (1,451 | ) | | 6/25/2014 | | 2012 |
| Pro Oil & Gas Services, LLC | | Cuero | | TX | | — |
| | 127 |
| | 982 |
| | — |
| | 1,109 |
| | (233 | ) | | 6/25/2014 | | 2014 |
| Gravity Oilfield Services | | Levelland | | TX | | — |
| | 42 |
| | 1,887 |
| | — |
| | 1,929 |
| | (541 | ) | | 6/25/2014 | | 1997 |
| Select Energy Services | | Chireno | | TX | | — |
| | 388 |
| | 5,470 |
| | — |
| | 5,858 |
| | (1,292 | ) | | 6/25/2014 | | 2011 |
| Willbros | | Tulsa | | OK | | — |
| | 2,239 |
| | 6,375 |
| | — |
| | 8,614 |
| | (1,419 | ) | | 6/25/2014 | | 1982 |
| Forum Energy Technologies | | Gainesville | | TX | | — |
| | 123 |
| | 6,019 |
| | — |
| | 6,142 |
| | (1,465 | ) | | 6/25/2014 | | 2008 |
| Fun Town RV | | Cleburne | | TX | | — |
| | 262 |
| | 369 |
| | — |
| | 631 |
| | (100 | ) | | 6/25/2014 | | 2008 |
| Fun Town RV | | Cleburne | | TX | | — |
| | 70 |
| | — |
| | — |
| | 70 |
| | — |
| | 6/25/2014 | | 2009 |
| Select Energy Services | | Cleburne | | TX | | — |
| | 154 |
| | 2,333 |
| | — |
| | 2,487 |
| | (563 | ) | | 6/25/2014 | | 2008 |
| 1888 Industrial Services | | Midland | | TX | | — |
| | 508 |
| | 815 |
| | 1 |
| | 1,324 |
| | (221 | ) | | 6/25/2014 | | 2012 |
| Gravity Oilfield Services | | Big Springs | | TX | | — |
| | 426 |
| | 599 |
| | — |
| | 1,025 |
| | (180 | ) | | 6/25/2014 | | 2012 |
| Forum Energy Technologies | | Guthrie | | OK | | — |
| | 393 |
| | 1,305 |
| | — |
| | 1,698 |
| | (325 | ) | | 6/25/2014 | | 1979 |
| Ingram Micro | | Amherst | | NY | | — |
| | 4,107 |
| | 20,347 |
| | — |
| | 24,454 |
| | (6,260 | ) | | 6/25/2014 | | 1986 |
| FedEx | | Tempe | | AZ | | — |
| | 2,914 |
| | 12,300 |
| | 163 |
| | 15,377 |
| | (3,316 | ) | | 6/25/2014 | | 2004 |
| Sedgwick Claims Mgmt Services | | Dublin | | OH | | — |
| | 945 |
| | 8,520 |
| | — |
| | 9,465 |
| | (2,219 | ) | | 6/26/2014 | | 1997 |
| Tractor Supply | | Millbury | | MA | | — |
| | 806 |
| | 3,094 |
| | — |
| | 3,900 |
| | (754 | ) | | 6/26/2014 | | 2013 |
| Cash Wise | | Tioga | | ND | | — |
| | 1,065 |
| | 4,581 |
| | — |
| | 5,646 |
| | (1,076 | ) | | 6/26/2014 | | 2014 |
| Schneider Electric | | Foxboro | | MA | | — |
| | 11,784 |
| | — |
| | 27,888 |
| | 39,672 |
| | (6,261 | ) | | 6/27/2014 | | 1965 |
| Dollar Tree/Family Dollar | | Lovington | | NM | | — |
| | 54 |
| | 722 |
| | — |
| | 776 |
| | (162 | ) | | 6/30/2014 | | 2014 |
| Rockwell Collins | | Sterling | | VA | | — |
| | 4,285 |
| | 29,802 |
| | 6,288 |
| | 40,375 |
| | (7,637 | ) | | 6/30/2014 | | 2011 |
| Dollar Tree/Family Dollar | | Charlotte | | NC | | — |
| | 490 |
| | 1,066 |
| | — |
| | 1,556 |
| | (235 | ) | | 7/2/2014 | | 2014 |
| Dollar General | | Minonk | | IL | | — |
| | 56 |
| | 1,034 |
| | — |
| | 1,090 |
| | (234 | ) | | 7/2/2014 | | 2014 |
| Iron Mountain | | Mohnton | | PA | | — |
| | 197 |
| | 6,152 |
| | — |
| | 6,349 |
| | (1,585 | ) | | 7/2/2014 | | 1979 |
| Mattress Firm | | Painesville | | OH | | — |
| | 437 |
| | 1,318 |
| | — |
| | 1,755 |
| | (344 | ) | | 7/10/2014 | | 2014 |
| Beall's | | Lakeland | | FL | | — |
| | 2,033 |
| | 4,809 |
| | 1 |
| | 6,843 |
| | (1,352 | ) | | 7/16/2014 | | 2006 |
| Dollar Tree/Family Dollar | | Grove Hill | | AL | | — |
| | 144 |
| | 741 |
| | — |
| | 885 |
| | (165 | ) | | 7/24/2014 | | 2013 |
| Cactus Wellhead | | Williston | | ND | | — |
| | 72 |
| | 3,735 |
| | — |
| | 3,807 |
| | (839 | ) | | 7/24/2014 | | 2011 |
| Superior Energy Services | | Gainesville | | TX | | — |
| | 284 |
| | 10,475 |
| | 3 |
| | 10,762 |
| | (8,410 | ) | | 7/24/2014 | | 1982 |
| Dollar General | | Andalusia | | AL | | — |
| | 317 |
| | 914 |
| | 9 |
| | 1,240 |
| | (136 | ) | | 7/24/2014 | | 2014 |
| Red Lobster | | Birmingham | | AL | | — |
| | — |
| | 741 |
| | — |
| | 741 |
| | (209 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Chandler | | AZ | | — |
| | — |
| | 252 |
| | — |
| | 252 |
| | (188 | ) | | 7/28/2014 | | 2000 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Irving Oil | | Westminster | | VT | | — |
| | 108 |
| | 437 |
| | — |
| | 545 |
| | (104 | ) | | 2/7/2014 | | 1990 |
| Jack in the Box | | Avondale | | AZ | | — |
| | 110 |
| | 2,237 |
| | — |
| | 2,347 |
| | (553 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Chandler | | AZ | | — |
| | 450 |
| | 1,447 |
| | — |
| | 1,897 |
| | (358 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Folsom | | CA | | — |
| | 280 |
| | 2,423 |
| | — |
| | 2,703 |
| | (599 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Sacramento | | CA | | — |
| | 476 |
| | 1,110 |
| | — |
| | 1,586 |
| | (261 | ) | | 7/31/2013 | | 1991 |
| Jack in the Box | | West Sacramento | | CA | | — |
| | 590 |
| | 1,710 |
| | — |
| | 2,300 |
| | (422 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Burley | | ID | | — |
| | 240 |
| | 1,430 |
| | — |
| | 1,670 |
| | (353 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Belleville | | IL | | — |
| | 200 |
| | 966 |
| | — |
| | 1,166 |
| | (239 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Florissant | | MO | | — |
| | 502 |
| | 1,515 |
| | — |
| | 2,017 |
| | (374 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | St. Louis | | MO | | — |
| | 420 |
| | 1,494 |
| | — |
| | 1,914 |
| | (369 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Salem | | OR | | — |
| | 580 |
| | 1,301 |
| | — |
| | 1,881 |
| | (322 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Tigard | | OR | | — |
| | 620 |
| | 1,361 |
| | — |
| | 1,981 |
| | (336 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Arlington | | TX | | — |
| | 420 |
| | 1,325 |
| | — |
| | 1,745 |
| | (327 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Arlington | | TX | | — |
| | 420 |
| | 1,365 |
| | — |
| | 1,785 |
| | (337 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Cleburne | | TX | | — |
| | 291 |
| | 1,647 |
| | — |
| | 1,938 |
| | (387 | ) | | 7/31/2013 | | 2000 |
| Jack in the Box | | Corinth | | TX | | — |
| | 400 |
| | 1,416 |
| | — |
| | 1,816 |
| | (350 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Farmers Branch | | TX | | — |
| | 460 |
| | 1,640 |
| | — |
| | 2,100 |
| | (405 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Fort Worth | | TX | | — |
| | 490 |
| | 1,702 |
| | — |
| | 2,192 |
| | (421 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Georgetown | | TX | | — |
| | 600 |
| | 1,508 |
| | — |
| | 2,108 |
| | (373 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Granbury | | TX | | — |
| | 380 |
| | 1,449 |
| | — |
| | 1,829 |
| | (358 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Grand Prairie | | TX | | — |
| | 600 |
| | 1,856 |
| | — |
| | 2,456 |
| | (459 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Grapevine | | TX | | — |
| | 470 |
| | 1,344 |
| | — |
| | 1,814 |
| | (332 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Gun Barrel City | | TX | | — |
| | 300 |
| | 961 |
| | (866 | ) | | 395 |
| | (9 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 460 |
| | 1,437 |
| | — |
| | 1,897 |
| | (355 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 390 |
| | 1,172 |
| | — |
| | 1,562 |
| | (290 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 330 |
| | 1,845 |
| | — |
| | 2,175 |
| | (456 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 410 |
| | 1,621 |
| | — |
| | 2,031 |
| | (401 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Houston | | TX | | — |
| | 450 |
| | 1,396 |
| | — |
| | 1,846 |
| | (345 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Red Lobster | | Gilbert | | AZ | | — |
| | — |
| | 460 |
| | — |
| | 460 |
| | (243 | ) | | 7/28/2014 | | 2007 |
| Red Lobster | | Surprise | | AZ | | — |
| | — |
| | 565 |
| | — |
| | 565 |
| | (277 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Tucson | | AZ | | — |
| | — |
| | 676 |
| | — |
| | 676 |
| | (277 | ) | | 7/28/2014 | | 2009 |
| Red Lobster | | Bakersfield | | CA | | — |
| | — |
| | 731 |
| | — |
| | 731 |
| | (319 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Chula Vista | | CA | | — |
| | — |
| | 1,671 |
| | — |
| | 1,671 |
| | (431 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Inglewood | | CA | | — |
| | — |
| | 2,211 |
| | — |
| | 2,211 |
| | (647 | ) | | 7/28/2014 | | 2007 |
| Red Lobster | | Oceanside | | CA | | — |
| | — |
| | 1,529 |
| | — |
| | 1,529 |
| | (411 | ) | | 7/28/2014 | | 2010 |
| Red Lobster | | San Bruno | | CA | | — |
| | — |
| | 1,611 |
| | — |
| | 1,611 |
| | (575 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | San Diego | | CA | | — |
| | — |
| | 1,113 |
| | — |
| | 1,113 |
| | (656 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Valencia | | CA | | — |
| | — |
| | 841 |
| | — |
| | 841 |
| | (465 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Colorado Springs | | CO | | — |
| | — |
| | 1,512 |
| | — |
| | 1,512 |
| | (412 | ) | | 7/28/2014 | | 2004 |
| Red Lobster | | Bridgeport | | CT | | — |
| | — |
| | 323 |
| | — |
| | 323 |
| | (201 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Danbury | | CT | | — |
| | — |
| | 159 |
| | — |
| | 159 |
| | (140 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Newark | | DE | | — |
| | — |
| | 1,515 |
| | — |
| | 1,515 |
| | (509 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Boynton Beach | | FL | | — |
| | — |
| | 1,631 |
| | — |
| | 1,631 |
| | (491 | ) | | 7/28/2014 | | 2008 |
| Red Lobster | | Hollywood | | FL | | — |
| | — |
| | 2,282 |
| | — |
| | 2,282 |
| | (714 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Kissimmee | | FL | | — |
| | — |
| | 1,364 |
| | — |
| | 1,364 |
| | (524 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Miami | | FL | | — |
| | — |
| | 1,062 |
| | — |
| | 1,062 |
| | (473 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Panama City | | FL | | — |
| | — |
| | 1,515 |
| | — |
| | 1,515 |
| | (461 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Austell | | GA | | — |
| | — |
| | 1,092 |
| | — |
| | 1,092 |
| | (354 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | Tucker | | GA | | — |
| | — |
| | 1,718 |
| | — |
| | 1,718 |
| | (527 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Cedar Rapids | | IA | | — |
| | — |
| | 495 |
| | — |
| | 495 |
| | (291 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Boise | | ID | | — |
| | — |
| | 714 |
| | — |
| | 714 |
| | (309 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Pocatello | | ID | | — |
| | — |
| | 773 |
| | — |
| | 773 |
| | (477 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Fairview Heights | | IL | | — |
| | — |
| | 1,806 |
| | — |
| | 1,806 |
| | (542 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Forsyth | | IL | | — |
| | — |
| | 1,083 |
| | — |
| | 1,083 |
| | (389 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Norridge | | IL | | — |
| | — |
| | 929 |
| | — |
| | 929 |
| | (544 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Schaumburg | | IL | | — |
| | — |
| | 665 |
| | — |
| | 665 |
| | (271 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Avon | | IN | | — |
| | — |
| | 864 |
| | — |
| | 864 |
| | (382 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | Lexington | | KY | | — |
| | — |
| | 1,094 |
| | — |
| | 1,094 |
| | (372 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Baton Rouge | | LA | | — |
| | — |
| | 1,535 |
| | — |
| | 1,535 |
| | (460 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Annapolis | | MD | | — |
| | — |
| | 644 |
| | — |
| | 644 |
| | (222 | ) | | 7/28/2014 | | 1985 |
| Red Lobster | | Frederick | | MD | | — |
| | — |
| | 319 |
| | — |
| | 319 |
| | (214 | ) | | 7/28/2014 | | 1997 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Jack in the Box | | Hutchins | | TX | | — |
| | 330 |
| | 1,363 |
| | — |
| | 1,693 |
| | (337 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Lufkin | | TX | | — |
| | 440 |
| | 1,544 |
| | — |
| | 1,984 |
| | (381 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Lufkin | | TX | | — |
| | 450 |
| | 1,563 |
| | — |
| | 2,013 |
| | (386 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Mesquite | | TX | | — |
| | 560 |
| | 1,652 |
| | — |
| | 2,212 |
| | (408 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Missouri City | | TX | | — |
| | 451 |
| | 837 |
| | — |
| | 1,288 |
| | (197 | ) | | 7/31/2013 | | 1991 |
| Jack in the Box | | Nacogdoches | | TX | | — |
| | 340 |
| | 1,320 |
| | — |
| | 1,660 |
| | (326 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Orange | | TX | | — |
| | 270 |
| | 1,661 |
| | — |
| | 1,931 |
| | (410 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Port Arthur | | TX | | — |
| | 460 |
| | 1,405 |
| | — |
| | 1,865 |
| | (347 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | San Antonio | | TX | | — |
| | 400 |
| | 1,244 |
| | — |
| | 1,644 |
| | (307 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | San Antonio | | TX | | — |
| | 470 |
| | 1,256 |
| | — |
| | 1,726 |
| | (310 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | San Antonio | | TX | | — |
| | 350 |
| | 1,249 |
| | — |
| | 1,599 |
| | (309 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Spring | | TX | | — |
| | 570 |
| | 1,340 |
| | — |
| | 1,910 |
| | (331 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Spring | | TX | | — |
| | 450 |
| | 1,487 |
| | — |
| | 1,937 |
| | (367 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Texas City | | TX | | — |
| | 454 |
| | 844 |
| | — |
| | 1,298 |
| | (212 | ) | | 6/27/2013 | | 1991 |
| Jack in the Box | | Tyler | | TX | | — |
| | 450 |
| | 1,025 |
| | — |
| | 1,475 |
| | (253 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Weatherford | | TX | | — |
| | 480 |
| | 1,329 |
| | — |
| | 1,809 |
| | (328 | ) | | 6/27/2013 | | 1995 |
| Jack in the Box | | Enumclaw | | WA | | — |
| | 380 |
| | 1,238 |
| | — |
| | 1,618 |
| | (306 | ) | | 6/27/2013 | | 1995 |
| Jeremiah's Italian Ice | | Winter Springs | | FL | | — |
| | 734 |
| | — |
| | — |
| | 734 |
| | — |
| | 7/31/2013 | | 1995 |
| Jiffy Lube | | Houston | | TX | | — |
| | 423 |
| | 1,037 |
| | — |
| | 1,460 |
| | (180 | ) | | 6/9/2014 | | 2008 |
| Jo-Ann's | | Shakopee | | MN | | — |
| | 994 |
| | 1,807 |
| | — |
| | 2,801 |
| | (350 | ) | | 2/7/2014 | | 2012 |
| Johnny Carinos | | Rogers | | AR | | — |
| | 997 |
| | 2,540 |
| | — |
| | 3,537 |
| | (661 | ) | | 6/27/2013 | | 2001 |
| Johnny Carinos | | Columbus | | IN | | — |
| | 809 |
| | 1,888 |
| | — |
| | 2,697 |
| | (491 | ) | | 8/30/2013 | | 2004 |
| Johnny Carinos | | Muncie | | IN | | — |
| | 540 |
| | 2,160 |
| | — |
| | 2,700 |
| | (562 | ) | | 8/30/2013 | | 2003 |
| Johnny Carinos | | Houston | | TX | | — |
| | 1,328 |
| | 2,656 |
| | — |
| | 3,984 |
| | (692 | ) | | 6/27/2013 | | 2002 |
| Johnny Carinos | | Midland | | TX | | — |
| | 998 |
| | 2,329 |
| | — |
| | 3,327 |
| | (618 | ) | | 7/31/2013 | | 2000 |
| Katun Corp. | | Davenport | | IA | | — |
| | 454 |
| | 7,485 |
| | — |
| | 7,939 |
| | (1,158 | ) | | 5/6/2014 | | 1993 |
| Keane Frac | | Pleasanton | | TX | | — |
| | 328 |
| | 4,804 |
| | (2,858 | ) | | 2,274 |
| | (148 | ) | | 9/25/2014 | | 2014 |
| Kentucky Fried Chicken | | Bloomington | | IL | | — |
| | 576 |
| | 1,466 |
| | — |
| | 2,042 |
| | (369 | ) | | 6/27/2013 | | 2004 |
| Kentucky Fried Chicken | | Charleston | | IL | | — |
| | 282 |
| | 1,514 |
| | — |
| | 1,796 |
| | (381 | ) | | 6/27/2013 | | 2003 |
| Kentucky Fried Chicken | | Decatur | | IL | | — |
| | 276 |
| | 1,619 |
| | — |
| | 1,895 |
| | (407 | ) | | 6/27/2013 | | 2001 |
| Kentucky Fried Chicken | | Dolton | | IL | | — |
| | 167 |
| | 946 |
| | — |
| | 1,113 |
| | (223 | ) | | 7/31/2013 | | 1975 |
| Kentucky Fried Chicken | | Elmhurst | | IL | | — |
| | 242 |
| | 969 |
| | — |
| | 1,211 |
| | (228 | ) | | 7/31/2013 | | 1990 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Red Lobster | | Lanham | | MD | | — |
| | — |
| | 455 |
| | — |
| | 455 |
| | (238 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Owings Mills | | MD | | — |
| | — |
| | 229 |
| | — |
| | 229 |
| | (146 | ) | | 7/28/2014 | | 1989 |
| Red Lobster | | Lansing | | MI | | — |
| | — |
| | 1,534 |
| | — |
| | 1,534 |
| | (470 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Rochester | | MN | | — |
| | — |
| | 1,674 |
| | — |
| | 1,674 |
| | (437 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Chesterfield | | MO | | — |
| | — |
| | 1,762 |
| | — |
| | 1,762 |
| | (593 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | St. Peters | | MO | | — |
| | — |
| | 1,543 |
| | — |
| | 1,543 |
| | (745 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Springfield | | MO | | — |
| | — |
| | 1,510 |
| | — |
| | 1,510 |
| | (714 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Meridian | | MS | | — |
| | — |
| | 872 |
| | — |
| | 872 |
| | (313 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Concord | | NC | | — |
| | — |
| | 1,506 |
| | — |
| | 1,506 |
| | (554 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Lincoln | | NE | | — |
| | — |
| | 254 |
| | — |
| | 254 |
| | (134 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Cherry Hill | | NJ | | — |
| | — |
| | 2,274 |
| | — |
| | 2,274 |
| | (812 | ) | | 7/28/2014 | | 1984 |
| Red Lobster | | Deptford | | NJ | | — |
| | — |
| | 1,608 |
| | — |
| | 1,608 |
| | (604 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Vineland | | NJ | | — |
| | — |
| | 1,779 |
| | — |
| | 1,779 |
| | (492 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Clovis | | NM | | — |
| | — |
| | 318 |
| | — |
| | 318 |
| | (186 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Brooklyn | | NY | | — |
| | — |
| | 5,897 |
| | — |
| | 5,897 |
| | (1,865 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Hicksville | | NY | | — |
| | — |
| | 870 |
| | — |
| | 870 |
| | (332 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Ronkonkoma | | NY | | — |
| | — |
| | 1,109 |
| | — |
| | 1,109 |
| | (409 | ) | | 7/28/2014 | | 2005 |
| Red Lobster | | Valley Stream | | NY | | — |
| | — |
| | 1,417 |
| | — |
| | 1,417 |
| | (552 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Yonkers | | NY | | — |
| | — |
| | 894 |
| | — |
| | 894 |
| | (335 | ) | | 7/28/2014 | | 2012 |
| Red Lobster | | Akron | | OH | | — |
| | — |
| | 1,398 |
| | — |
| | 1,398 |
| | (505 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Columbus | | OH | | — |
| | — |
| | 1,100 |
| | — |
| | 1,100 |
| | (435 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Dublin | | OH | | — |
| | — |
| | 873 |
| | — |
| | 873 |
| | (300 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Niles | | OH | | — |
| | — |
| | 1,799 |
| | — |
| | 1,799 |
| | (561 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | North Olmsted | | OH | | — |
| | — |
| | 2,291 |
| | — |
| | 2,291 |
| | (628 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | St. Clairsville | | OH | | — |
| | — |
| | 853 |
| | — |
| | 853 |
| | (458 | ) | | 7/28/2014 | | 1997 |
| Red Lobster | | Bartonsville | | PA | | — |
| | — |
| | 2,389 |
| | — |
| | 2,389 |
| | (646 | ) | | 7/28/2014 | | 2010 |
| Red Lobster | | Lancaster | | PA | | — |
| | — |
| | 2,968 |
| | — |
| | 2,968 |
| | (703 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Philadelphia | | PA | | — |
| | — |
| | 1,902 |
| | — |
| | 1,902 |
| | (469 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Pittsburgh | | PA | | — |
| | — |
| | 1,379 |
| | — |
| | 1,379 |
| | (514 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Pottstown | | PA | | — |
| | — |
| | 1,115 |
| | — |
| | 1,115 |
| | (649 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Scranton | | PA | | — |
| | — |
| | 1,563 |
| | — |
| | 1,563 |
| | (627 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | State College | | PA | | — |
| | — |
| | 1,026 |
| | — |
| | 1,026 |
| | (522 | ) | | 7/28/2014 | | 1999 |
| Red Lobster | | Washington | | PA | | — |
| | — |
| | 694 |
| | — |
| | 694 |
| | (241 | ) | | 7/28/2014 | | 1976 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Kentucky Fried Chicken | | Hazel Crest | | IL | | — |
| | 153 |
| | 1,376 |
| | — |
| | 1,529 |
| | (324 | ) | | 7/31/2013 | | 1982 |
| Kentucky Fried Chicken | | Homewood | | IL | | — |
| | 660 |
| | 1,541 |
| | — |
| | 2,201 |
| | (362 | ) | | 7/31/2013 | | 1992 |
| Kentucky Fried Chicken | | Matteson | | IL | | — |
| | 399 |
| | 2,259 |
| | — |
| | 2,658 |
| | (531 | ) | | 7/31/2013 | | 1973 |
| Kentucky Fried Chicken | | Mattoon | | IL | | — |
| | 113 |
| | 1,019 |
| | — |
| | 1,132 |
| | (240 | ) | | 7/31/2013 | | 1973 |
| Kentucky Fried Chicken | | Oak Forest | | IL | | — |
| | 185 |
| | 1,047 |
| | — |
| | 1,232 |
| | (246 | ) | | 7/31/2013 | | 1955 |
| Kentucky Fried Chicken | | Rockford | | IL | | — |
| | 201 |
| | 1,142 |
| | — |
| | 1,343 |
| | (268 | ) | | 7/31/2013 | | 1995 |
| Kentucky Fried Chicken | | Springfield | | IL | | — |
| | 267 |
| | 1,068 |
| | — |
| | 1,335 |
| | (251 | ) | | 7/31/2013 | | 1987 |
| Kentucky Fried Chicken | | Springfield | | IL | | — |
| | 212 |
| | 1,203 |
| | — |
| | 1,415 |
| | (283 | ) | | 7/31/2013 | | 1987 |
| Kentucky Fried Chicken | | Westchester | | IL | | — |
| | 238 |
| | 952 |
| | — |
| | 1,190 |
| | (224 | ) | | 7/31/2013 | | 1973 |
| Kentucky Fried Chicken | | Crawfordsville | | IN | | — |
| | 159 |
| | 1,068 |
| | — |
| | 1,227 |
| | (269 | ) | | 6/27/2013 | | 1979 |
| Kentucky Fried Chicken | | Frankfort | | IN | | — |
| | 99 |
| | 893 |
| | — |
| | 992 |
| | (210 | ) | | 7/31/2013 | | 1985 |
| Kentucky Fried Chicken | | Franklin | | IN | | — |
| | 205 |
| | 1,375 |
| | — |
| | 1,580 |
| | (346 | ) | | 6/27/2013 | | 1976 |
| Kentucky Fried Chicken | | Greenwood | | IN | | — |
| | 339 |
| | 1,405 |
| | — |
| | 1,744 |
| | (354 | ) | | 6/27/2013 | | 1976 |
| Kentucky Fried Chicken | | Lebanon | | IN | | — |
| | 337 |
| | 1,348 |
| | — |
| | 1,685 |
| | (317 | ) | | 7/31/2013 | | 1983 |
| Kentucky Fried Chicken | | Deming | | NM | | — |
| | 220 |
| | 691 |
| | — |
| | 911 |
| | (171 | ) | | 6/27/2013 | | 1995 |
| Kentucky Fried Chicken | | Las Cruces | | NM | | — |
| | 270 |
| | 498 |
| | — |
| | 768 |
| | (123 | ) | | 6/27/2013 | | 1995 |
| Kentucky Fried Chicken | | Warren | | OH | | — |
| | 426 |
| | 640 |
| | (421 | ) | | 645 |
| | (31 | ) | | 7/31/2013 | | 1987 |
| Kentucky Fried Chicken | | New Kensington | | PA | | — |
| | 324 |
| | 487 |
| | (260 | ) | | 551 |
| | (26 | ) | | 7/31/2013 | | 1967 |
| Kentucky Fried Chicken | | Appleton | | WI | | — |
| | 350 |
| | 874 |
| | — |
| | 1,224 |
| | (216 | ) | | 6/27/2013 | | 1995 |
| Kentucky Fried Chicken / A&W | | Granite City | | IL | | — |
| | 102 |
| | 1,083 |
| | — |
| | 1,185 |
| | (273 | ) | | 6/27/2013 | | 1987 |
| Kentucky Fried Chicken / A&W | | Allison Park | | PA | | — |
| | 246 |
| | 683 |
| | — |
| | 929 |
| | (172 | ) | | 6/27/2013 | | 1978 |
| Kentucky Fried Chicken / A&W | | Germantown | | WI | | — |
| | 368 |
| | 913 |
| | — |
| | 1,281 |
| | (230 | ) | | 6/27/2013 | | 1989 |
| Kentucky Fried Chicken / A&W | | Green Bay | | WI | | — |
| | 208 |
| | 1,022 |
| | — |
| | 1,230 |
| | (257 | ) | | 6/27/2013 | | 1986 |
| Kentucky Fried Chicken / A&W | | Milwaukee | | WI | | — |
| | 396 |
| | 773 |
| | — |
| | 1,169 |
| | (194 | ) | | 6/27/2013 | | 1991 |
| Kentucky Fried Chicken / A&W | | Milwaukee | | WI | | — |
| | 281 |
| | 795 |
| | — |
| | 1,076 |
| | (200 | ) | | 6/27/2013 | | 1992 |
| Kentucky Fried Chicken / A&W | | Milwaukee | | WI | | — |
| | 89 |
| | 750 |
| | — |
| | 839 |
| | (189 | ) | | 6/27/2013 | | 1989 |
| Kentucky Fried Chicken / A&W | | Milwaukee | | WI | | — |
| | 197 |
| | 975 |
| | — |
| | 1,172 |
| | (245 | ) | | 6/27/2013 | | 1991 |
| Kentucky Fried Chicken / A&W | | Milwaukee | | WI | | — |
| | 138 |
| | 924 |
| | — |
| | 1,062 |
| | (233 | ) | | 6/27/2013 | | 1992 |
| Kentucky Fried Chicken / A&W | | South Milwaukee | | WI | | — |
| | 197 |
| | 695 |
| | — |
| | 892 |
| | (175 | ) | | 6/27/2013 | | 1993 |
| Kentucky Fried Chicken / A&W | | Wauwatosa | | WI | | — |
| | 135 |
| | 615 |
| | — |
| | 750 |
| | (155 | ) | | 6/27/2013 | | 1992 |
| Kentucky Fried Chicken / A&W | | West Bend | | WI | | — |
| | 185 |
| | 705 |
| | — |
| | 890 |
| | (177 | ) | | 6/27/2013 | | 1972 |
| Ker's WingHouse Bar and Grill | | Brandon | | FL | | — |
| | 340 |
| | 654 |
| | — |
| | 994 |
| | (167 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Red Lobster | | Whitehall | | PA | | — |
| | — |
| | 2,155 |
| | — |
| | 2,155 |
| | (833 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Columbia | | SC | | — |
| | — |
| | 918 |
| | — |
| | 918 |
| | (324 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Myrtle Beach | | SC | | — |
| | — |
| | 462 |
| | — |
| | 462 |
| | (254 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Spartanburg | | SC | | — |
| | — |
| | 1,136 |
| | — |
| | 1,136 |
| | (319 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Sevierville | | TN | | — |
| | — |
| | 1,062 |
| | — |
| | 1,062 |
| | (438 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Burleson | | TX | | — |
| | — |
| | 356 |
| | — |
| | 356 |
| | (218 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | College Station | | TX | | — |
| | — |
| | 643 |
| | — |
| | 643 |
| | (236 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Conroe | | TX | | — |
| | — |
| | 557 |
| | — |
| | 557 |
| | (263 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | El Paso | | TX | | — |
| | — |
| | 414 |
| | — |
| | 414 |
| | (249 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | El Paso | | TX | | — |
| | — |
| | 883 |
| | — |
| | 883 |
| | (318 | ) | | 7/28/2014 | | 2008 |
| Red Lobster | | Fort Worth | | TX | | — |
| | — |
| | 239 |
| | — |
| | 239 |
| | (139 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Houston | | TX | | — |
| | — |
| | 399 |
| | — |
| | 399 |
| | (242 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Humble | | TX | | — |
| | — |
| | 1,087 |
| | — |
| | 1,087 |
| | (349 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Laredo | | TX | | — |
| | — |
| | 819 |
| | — |
| | 819 |
| | (355 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | San Antonio | | TX | | — |
| | — |
| | 963 |
| | — |
| | 963 |
| | (262 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Sugar Land | | TX | | — |
| | — |
| | 708 |
| | — |
| | 708 |
| | (242 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Charlottesville | | VA | | — |
| | — |
| | 1,021 |
| | — |
| | 1,021 |
| | (308 | ) | | 7/28/2014 | | 1986 |
| Red Lobster | | Midlothian | | VA | | — |
| | — |
| | 655 |
| | — |
| | 655 |
| | (317 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Sterling | | VA | | — |
| | — |
| | 646 |
| | — |
| | 646 |
| | (311 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | Winchester | | VA | | — |
| | — |
| | 357 |
| | — |
| | 357 |
| | (213 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Olympia | | WA | | — |
| | — |
| | 596 |
| | — |
| | 596 |
| | (362 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Spokane | | WA | | — |
| | — |
| | 1,427 |
| | — |
| | 1,427 |
| | (441 | ) | | 7/28/2014 | | 2009 |
| Red Lobster | | Charleston | | WV | | — |
| | — |
| | 1,100 |
| | — |
| | 1,100 |
| | (439 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Dothan | | AL | | — |
| | 726 |
| | 1,244 |
| | — |
| | 1,970 |
| | (258 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Vestavia Hills | | AL | | — |
| | 1,257 |
| | 1,417 |
| | — |
| | 2,674 |
| | (246 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Pine Bluff | | AR | | — |
| | 226 |
| | 1,194 |
| | — |
| | 1,420 |
| | (297 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Decatur | | GA | | — |
| | 1,102 |
| | 1,873 |
| | — |
| | 2,975 |
| | (312 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Savannah | | GA | | — |
| | 475 |
| | 2,236 |
| | — |
| | 2,711 |
| | (362 | ) | | 7/28/2014 | | 1971 |
| Red Lobster | | Davenport | | IA | | — |
| | 619 |
| | 2,896 |
| | — |
| | 3,515 |
| | (469 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Jackson | | MI | | — |
| | 235 |
| | 2,174 |
| | — |
| | 2,409 |
| | (373 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Warren | | MI | | — |
| | 349 |
| | 2,656 |
| | — |
| | 3,005 |
| | (434 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Roseville | | MN | | — |
| | 1,291 |
| | 1,298 |
| | — |
| | 2,589 |
| | (223 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Crestwood | | MO | | — |
| | 518 |
| | 1,466 |
| | — |
| | 1,984 |
| | (265 | ) | | 7/28/2014 | | 1975 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Ker's WingHouse Bar and Grill | | Clearwater | | FL | | — |
| | 550 |
| | 627 |
| | — |
| | 1,177 |
| | (160 | ) | | 6/27/2013 | | 1995 |
| Kettle Restaurant | | San Antonio | | TX | | — |
| | 168 |
| | 206 |
| | — |
| | 374 |
| | (48 | ) | | 7/31/2013 | | 1965 |
| Key Bank | | Spencerport | | NY | | — |
| | 59 |
| | 1,112 |
| | — |
| | 1,171 |
| | (271 | ) | | 6/5/2013 | | 1960 |
| Kirklands | | Wilmington | | NC | | — |
| | 1,127 |
| | 1,061 |
| | — |
| | 2,188 |
| | (222 | ) | | 2/7/2014 | | 2004 |
| Kohl's | | Monrovia | | CA | | 8,700 |
| | 8,052 |
| | 7,891 |
| | — |
| | 15,943 |
| | (1,542 | ) | | 2/7/2014 | | 1982 |
| Kohl's | | Tavares | | FL | | 4,670 |
| | 4,173 |
| | — |
| | — |
| | 4,173 |
| | — |
| | 2/7/2014 | | 2008 |
| Kohl's | | Fort Dodge | | IA | | — |
| | 1,431 |
| | 3,109 |
| | — |
| | 4,540 |
| | (609 | ) | | 2/7/2014 | | 2011 |
| Kohl's | | Salina | | KS | | — |
| | 964 |
| | 5,009 |
| | — |
| | 5,973 |
| | (877 | ) | | 2/7/2014 | | 2009 |
| Kohl's | | Howell | | MI | | 7,705 |
| | 547 |
| | 10,399 |
| | — |
| | 10,946 |
| | (3,501 | ) | | 3/28/2013 | | 2003 |
| Kohl's | | Saginaw | | MI | | — |
| | 1,110 |
| | 6,932 |
| | — |
| | 8,042 |
| | (1,212 | ) | | 2/7/2014 | | 2011 |
| Kohl's | | Columbia | | SC | | — |
| | 1,532 |
| | 14,561 |
| | — |
| | 16,093 |
| | (2,413 | ) | | 2/7/2014 | | 2007 |
| Kohl's | | Spartanburg | | SC | | — |
| | 2,984 |
| | 5,842 |
| | — |
| | 8,826 |
| | (1,089 | ) | | 2/7/2014 | | 2006 |
| Kohl's | | Brownsville | | TX | | — |
| | 2,756 |
| | 3,423 |
| | — |
| | 6,179 |
| | (30 | ) | | 2/7/2014 | | 2007 |
| Kohl's | | Mcallen | | TX | | 3,479 |
| | 1,286 |
| | 7,321 |
| | — |
| | 8,607 |
| | (1,319 | ) | | 2/7/2014 | | 2005 |
| Kohl's | | Rice Lake | | WI | | — |
| | 1,268 |
| | 7,788 |
| | — |
| | 9,056 |
| | (1,365 | ) | | 2/7/2014 | | 2011 |
| Kroger | | Calhoun | | GA | | — |
| | — |
| | 6,279 |
| | — |
| | 6,279 |
| | (1,293 | ) | | 11/5/2013 | | 1996 |
| Kroger | | Lithonia | | GA | | — |
| | — |
| | 6,250 |
| | — |
| | 6,250 |
| | (1,287 | ) | | 11/5/2013 | | 1995 |
| Kroger | | Suwanee | | GA | | — |
| | — |
| | 7,574 |
| | — |
| | 7,574 |
| | (1,560 | ) | | 11/5/2013 | | 1995 |
| Kroger | | Suwanee | | GA | | — |
| | — |
| | 7,691 |
| | — |
| | 7,691 |
| | (1,584 | ) | | 11/5/2013 | | 1993 |
| Kroger | | Frankfort | | KY | | — |
| | — |
| | 5,794 |
| | — |
| | 5,794 |
| | (1,193 | ) | | 11/5/2013 | | 1995 |
| Kroger | | Madisonville | | KY | | — |
| | — |
| | 5,715 |
| | — |
| | 5,715 |
| | (1,177 | ) | | 11/5/2013 | | 1996 |
| Kroger | | Murray | | KY | | — |
| | — |
| | 6,165 |
| | — |
| | 6,165 |
| | (1,269 | ) | | 11/5/2013 | | 1995 |
| Kroger | | Owensboro | | KY | | — |
| | — |
| | 6,073 |
| | — |
| | 6,073 |
| | (1,251 | ) | | 11/5/2013 | | 1996 |
| Kroger | | Franklin | | TN | | — |
| | — |
| | 7,782 |
| | — |
| | 7,782 |
| | (1,602 | ) | | 11/5/2013 | | 1996 |
| Kroger | | Knoxville | | TN | | — |
| | — |
| | 7,642 |
| | — |
| | 7,642 |
| | (1,574 | ) | | 11/5/2013 | | 1996 |
| Krystal | | Greenville | | AL | | — |
| | 195 |
| | 1,147 |
| | 182 |
| | 1,524 |
| | (306 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Huntsville | | AL | | — |
| | 348 |
| | 811 |
| | — |
| | 1,159 |
| | (269 | ) | | 4/23/2013 | | 1960 |
| Krystal | | Huntsville | | AL | | — |
| | 352 |
| | 654 |
| | 125 |
| | 1,131 |
| | (221 | ) | | 4/23/2013 | | 1971 |
| Krystal | | Huntsville | | AL | | — |
| | 305 |
| | 712 |
| | 125 |
| | 1,142 |
| | (232 | ) | | 6/10/2013 | | 1985 |
| Krystal | | Montgomery | | AL | | — |
| | 259 |
| | 1,036 |
| | — |
| | 1,295 |
| | (374 | ) | | 9/21/2012 | | 1964 |
| Krystal | | Montgomery | | AL | | — |
| | 560 |
| | 829 |
| | 175 |
| | 1,564 |
| | (227 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Montgomery | | AL | | — |
| | 303 |
| | 562 |
| | 125 |
| | 990 |
| | (191 | ) | | 4/23/2013 | | 1962 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Red Lobster | | Jefferson City | | MO | | — |
| | 593 |
| | 1,092 |
| | — |
| | 1,685 |
| | (233 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Bismarck | | ND | | — |
| | 831 |
| | 3,321 |
| | — |
| | 4,152 |
| | (528 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Kearney | | NE | | — |
| | 678 |
| | 1,109 |
| | — |
| | 1,787 |
| | (281 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Mechanicsburg | | PA | | — |
| | 676 |
| | 2,656 |
| | — |
| | 3,332 |
| | (435 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Layton | | UT | | — |
| | 1,577 |
| | 1,333 |
| | — |
| | 2,910 |
| | (317 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Montgomery | | AL | | — |
| | 1,034 |
| | 1,413 |
| | — |
| | 2,447 |
| | (286 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Palm Desert | | CA | | — |
| | 1,132 |
| | 1,321 |
| | — |
| | 2,453 |
| | (325 | ) | | 7/28/2014 | | 2012 |
| Red Lobster | | Riverside | | CA | | — |
| | 914 |
| | 2,459 |
| | — |
| | 3,373 |
| | (408 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Fort Pierce | | FL | | — |
| | 618 |
| | 1,491 |
| | — |
| | 2,109 |
| | (335 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Pembroke Pines | | FL | | — |
| | 479 |
| | 3,126 |
| | — |
| | 3,605 |
| | (536 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Plantation | | FL | | — |
| | 1,975 |
| | 1,733 |
| | — |
| | 3,708 |
| | (351 | ) | | 7/28/2014 | | 1989 |
| Red Lobster | | Sebring | | FL | | — |
| | 1,003 |
| | 1,487 |
| | — |
| | 2,490 |
| | (302 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Winter Haven | | FL | | — |
| | 1,055 |
| | 2,217 |
| | — |
| | 3,272 |
| | (344 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Athens | | GA | | — |
| | 669 |
| | 2,027 |
| | — |
| | 2,696 |
| | (322 | ) | | 7/28/2014 | | 1971 |
| Red Lobster | | Dalton | | GA | | — |
| | 775 |
| | 2,045 |
| | — |
| | 2,820 |
| | (375 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Douglasville | | GA | | — |
| | 1,356 |
| | 1,161 |
| | — |
| | 2,517 |
| | (265 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Gurnee | | IL | | — |
| | 1,735 |
| | 2,286 |
| | — |
| | 4,021 |
| | (385 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Marion | | IL | | — |
| | 399 |
| | 2,399 |
| | — |
| | 2,798 |
| | (450 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Oak Lawn | | IL | | — |
| | 1,825 |
| | 2,316 |
| | — |
| | 4,141 |
| | (376 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Peru | | IL | | — |
| | 339 |
| | 1,169 |
| | — |
| | 1,508 |
| | (277 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Anderson | | IN | | — |
| | 813 |
| | 1,272 |
| | — |
| | 2,085 |
| | (256 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Mishawaka | | IN | | — |
| | 593 |
| | 2,205 |
| | — |
| | 2,798 |
| | (370 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Owensboro | | KY | | — |
| | 815 |
| | 1,485 |
| | — |
| | 2,300 |
| | (298 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | St. Matthews | | KY | | — |
| | 1,640 |
| | 1,841 |
| | — |
| | 3,481 |
| | (311 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Suitland | | MD | | — |
| | 1,090 |
| | 3,112 |
| | — |
| | 4,202 |
| | (484 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Dearborn Heights | | MI | | — |
| | 822 |
| | 2,156 |
| | — |
| | 2,978 |
| | (367 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Livonia | | MI | | — |
| | 635 |
| | 1,824 |
| | — |
| | 2,459 |
| | (356 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Mt. Pleasant | | MI | | — |
| | 508 |
| | 1,346 |
| | — |
| | 1,854 |
| | (308 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Portage | | MI | | — |
| | 396 |
| | 2,496 |
| | — |
| | 2,892 |
| | (410 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Southgate | | MI | | — |
| | 611 |
| | 2,531 |
| | — |
| | 3,142 |
| | (465 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Mankato | | MN | | — |
| | 867 |
| | 1,642 |
| | — |
| | 2,509 |
| | (352 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | St. Joseph | | MO | | — |
| | 1,023 |
| | 1,002 |
| | — |
| | 2,025 |
| | (212 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Asheville | | NC | | — |
| | 544 |
| | 2,865 |
| | — |
| | 3,409 |
| | (471 | ) | | 7/28/2014 | | 1980 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Red Lobster | | Fayetteville | | NC | | — |
| | 675 |
| | 2,908 |
| | — |
| | 3,583 |
| | (433 | ) | | 7/28/2014 | | 1978 |
| Red Lobster | | Greensboro | | NC | | — |
| | 1,372 |
| | 1,785 |
| | — |
| | 3,157 |
| | (310 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Raleigh | | NC | | — |
| | 946 |
| | 2,183 |
| | — |
| | 3,129 |
| | (349 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Fargo | | ND | | — |
| | 888 |
| | 2,933 |
| | — |
| | 3,821 |
| | (485 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Liverpool | | NY | | — |
| | 900 |
| | 2,088 |
| | — |
| | 2,988 |
| | (366 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Beavercreek | | OH | | — |
| | 551 |
| | 2,334 |
| | — |
| | 2,885 |
| | (439 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Lima | | OH | | — |
| | 843 |
| | 658 |
| | — |
| | 1,501 |
| | (210 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Oklahoma City | | OK | | — |
| | 610 |
| | 2,681 |
| | — |
| | 3,291 |
| | (429 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Shawnee | | OK | | — |
| | 437 |
| | 1,744 |
| | — |
| | 2,181 |
| | (334 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Florence | | SC | | — |
| | 779 |
| | 1,506 |
| | — |
| | 2,285 |
| | (319 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Clarksville | | TN | | — |
| | 543 |
| | 2,223 |
| | — |
| | 2,766 |
| | (391 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Jackson | | TN | | — |
| | 822 |
| | 1,427 |
| | — |
| | 2,249 |
| | (325 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Amarillo | | TX | | — |
| | 590 |
| | 2,342 |
| | — |
| | 2,932 |
| | (385 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Denton | | TX | | — |
| | 832 |
| | 2,044 |
| | — |
| | 2,876 |
| | (403 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Killeen | | TX | | — |
| | 732 |
| | 1,935 |
| | — |
| | 2,667 |
| | (372 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Lewisville | | TX | | — |
| | 1,087 |
| | 1,626 |
| | (106 | ) | | 2,607 |
| | (279 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | McAllen | | TX | | — |
| | 960 |
| | 1,647 |
| | — |
| | 2,607 |
| | (377 | ) | | 7/28/2014 | | 2010 |
| Red Lobster | | Harrisonburg | | VA | | — |
| | 465 |
| | 1,369 |
| | — |
| | 1,834 |
| | (321 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Mt. Pleasant | | WI | | — |
| | 856 |
| | 1,773 |
| | — |
| | 2,629 |
| | (409 | ) | | 7/28/2014 | | 2012 |
| Red Lobster | | Huntington | | WV | | — |
| | 344 |
| | 2,552 |
| | — |
| | 2,896 |
| | (459 | ) | | 7/28/2014 | | 1985 |
| Red Lobster | | Cheyenne | | WY | | — |
| | 1,514 |
| | 640 |
| | — |
| | 2,154 |
| | (123 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Ashwaubenon | | WI | | — |
| | 1,270 |
| | 1,116 |
| | — |
| | 2,386 |
| | (231 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Huntsville | | AL | | — |
| | 1,098 |
| | 2,330 |
| | — |
| | 3,428 |
| | (388 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Orland Park | | IL | | — |
| | 1,046 |
| | 2,489 |
| | — |
| | 3,535 |
| | (419 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | West Dundee | | IL | | — |
| | 197 |
| | 2,195 |
| | — |
| | 2,392 |
| | (376 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Terre Haute | | IN | | — |
| | 1,066 |
| | 2,640 |
| | — |
| | 3,706 |
| | (429 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Monroe | | LA | | — |
| | 455 |
| | 2,022 |
| | — |
| | 2,477 |
| | (389 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Flint | | MI | | — |
| | 505 |
| | 2,266 |
| | — |
| | 2,771 |
| | (391 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Saginaw | | MI | | — |
| | 335 |
| | 1,961 |
| | — |
| | 2,296 |
| | (344 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Traverse City | | MI | | — |
| | 1,036 |
| | 1,121 |
| | — |
| | 2,157 |
| | (286 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Du Bois | | PA | | — |
| | 317 |
| | 981 |
| | — |
| | 1,298 |
| | (253 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Sumter | | SC | | — |
| | 988 |
| | 1,117 |
| | — |
| | 2,105 |
| | (283 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Aurora | | IL | | — |
| | 1,598 |
| | 782 |
| | — |
| | 2,380 |
| | (177 | ) | | 7/28/2014 | | 1979 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Krystal | | Montgomery | | AL | | — |
| | 502 |
| | 613 |
| | — |
| | 1,115 |
| | (203 | ) | | 4/23/2013 | | 1962 |
| Krystal | | Scottsboro | | AL | | — |
| | 20 |
| | 1,157 |
| | 172 |
| | 1,349 |
| | (307 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Tuscaloosa | | AL | | — |
| | 206 |
| | 1,165 |
| | — |
| | 1,371 |
| | (420 | ) | | 9/21/2012 | | 1976 |
| Krystal | | Valley | | AL | | — |
| | 297 |
| | 694 |
| | 125 |
| | 1,116 |
| | (233 | ) | | 4/23/2013 | | 1979 |
| Krystal | | Vestavia Hills | | AL | | — |
| | 342 |
| | 513 |
| | — |
| | 855 |
| | (170 | ) | | 4/23/2013 | | 1995 |
| Krystal | | Jacksonville | | FL | | — |
| | 574 |
| | 574 |
| | — |
| | 1,148 |
| | (207 | ) | | 9/21/2012 | | 1990 |
| Krystal | | Orlando | | FL | | — |
| | 372 |
| | 372 |
| | 125 |
| | 869 |
| | (135 | ) | | 9/21/2012 | | 1994 |
| Krystal | | Orlando | | FL | | — |
| | 669 |
| | 446 |
| | — |
| | 1,115 |
| | (161 | ) | | 9/21/2012 | | 1995 |
| Krystal | | Plant City | | FL | | — |
| | 355 |
| | 533 |
| | — |
| | 888 |
| | (192 | ) | | 9/21/2012 | | 2012 |
| Krystal | | St. Augustine | | FL | | — |
| | 411 |
| | 411 |
| | 125 |
| | 947 |
| | (150 | ) | | 9/21/2012 | | 2012 |
| Krystal | | Albany | | GA | | — |
| | 309 |
| | 721 |
| | — |
| | 1,030 |
| | (260 | ) | | 9/21/2012 | | 1962 |
| Krystal | | Atlanta | | GA | | — |
| | 166 |
| | 664 |
| | — |
| | 830 |
| | (240 | ) | | 9/21/2012 | | 1973 |
| Krystal | | Augusta | | GA | | — |
| | 365 |
| | 851 |
| | — |
| | 1,216 |
| | (307 | ) | | 9/21/2012 | | 1979 |
| Krystal | | Columbus | | GA | | — |
| | 622 |
| | 934 |
| | — |
| | 1,556 |
| | (337 | ) | | 9/21/2012 | | 1977 |
| Krystal | | Decatur | | GA | | — |
| | 94 |
| | 533 |
| | — |
| | 627 |
| | (192 | ) | | 9/21/2012 | | 1965 |
| Krystal | | East Point | | GA | | — |
| | 221 |
| | 664 |
| | — |
| | 885 |
| | (238 | ) | | 10/26/2012 | | 1984 |
| Krystal | | Macon | | GA | | — |
| | 325 |
| | 759 |
| | — |
| | 1,084 |
| | (274 | ) | | 9/21/2012 | | 1962 |
| Krystal | | Milledgeville | | GA | | — |
| | 261 |
| | 609 |
| | — |
| | 870 |
| | (220 | ) | | 9/21/2012 | | 2011 |
| Krystal | | Snellville | | GA | | — |
| | 466 |
| | 466 |
| | — |
| | 932 |
| | (168 | ) | | 9/21/2012 | | 1981 |
| Krystal | | Corinth | | MS | | — |
| | 279 |
| | 652 |
| | 125 |
| | 1,056 |
| | (219 | ) | | 4/23/2013 | | 2007 |
| Krystal | | Gulfport | | MS | | — |
| | 215 |
| | 861 |
| | — |
| | 1,076 |
| | (311 | ) | | 9/21/2012 | | 2011 |
| Krystal | | Pearl | | MS | | — |
| | 426 |
| | 638 |
| | — |
| | 1,064 |
| | (230 | ) | | 9/21/2012 | | 1976 |
| Krystal | | Chattanooga | | TN | | — |
| | 336 |
| | 784 |
| | — |
| | 1,120 |
| | (283 | ) | | 9/21/2012 | | 2010 |
| Krystal | | Chattanooga | | TN | | — |
| | 186 |
| | 328 |
| | — |
| | 514 |
| | (56 | ) | | 6/27/2013 | | 1995 |
| Krystal | | Chattanooga | | TN | | — |
| | 440 |
| | 659 |
| | — |
| | 1,099 |
| | (219 | ) | | 4/23/2013 | | 1983 |
| Krystal | | Knoxville | | TN | | — |
| | 369 |
| | 246 |
| | — |
| | 615 |
| | (89 | ) | | 9/21/2012 | | 1970 |
| Krystal | | Lawrenceburg | | TN | | — |
| | 304 |
| | 709 |
| | — |
| | 1,013 |
| | (235 | ) | | 4/23/2013 | | 1980 |
| Krystal | | Memphis | | TN | | — |
| | 257 |
| | 1,029 |
| | — |
| | 1,286 |
| | (341 | ) | | 4/23/2013 | | 1975 |
| Krystal | | Memphis | | TN | | — |
| | 181 |
| | 723 |
| | — |
| | 904 |
| | (240 | ) | | 4/23/2013 | | 1972 |
| Krystal | | Murfreesboro | | TN | | — |
| | 465 |
| | 698 |
| | — |
| | 1,163 |
| | (231 | ) | | 4/23/2013 | | 2008 |
| Kum & Go | | Bentonville | | AR | | — |
| | 587 |
| | 1,370 |
| | (13 | ) | | 1,944 |
| | (390 | ) | | 11/20/2012 | | 2009 |
| Kum & Go | | Lowell | | AR | | — |
| | 774 |
| | 1,437 |
| | — |
| | 2,211 |
| | (409 | ) | | 11/20/2012 | | 2009 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Red Lobster | | Matteson | | IL | | — |
| | 962 |
| | 2,212 |
| | — |
| | 3,174 |
| | (360 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Springfield | | IL | | — |
| | 1,205 |
| | 1,253 |
| | — |
| | 2,458 |
| | (259 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Vestal | | NY | | — |
| | 1,027 |
| | 2,255 |
| | — |
| | 3,282 |
| | (387 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Cincinnati | | OH | | — |
| | 1,484 |
| | 1,687 |
| | — |
| | 3,171 |
| | (280 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Lancaster | | OH | | — |
| | 737 |
| | 1,570 |
| | — |
| | 2,307 |
| | (313 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Youngstown | | OH | | — |
| | 214 |
| | 2,477 |
| | — |
| | 2,691 |
| | (416 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Chattanooga | | TN | | — |
| | 1,548 |
| | 2,575 |
| | — |
| | 4,123 |
| | (387 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Longview | | TX | | — |
| | 324 |
| | 2,625 |
| | — |
| | 2,949 |
| | (441 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Novi | | MI | | — |
| | 2,061 |
| | 1,847 |
| | — |
| | 3,908 |
| | (352 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Cuyahoga Falls | | OH | | — |
| | 306 |
| | 2,511 |
| | — |
| | 2,817 |
| | (397 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Muskogee | | OK | | — |
| | 399 |
| | 1,707 |
| | — |
| | 2,106 |
| | (356 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Casper | | WY | | — |
| | 1,014 |
| | 1,337 |
| | — |
| | 2,351 |
| | (352 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Buford | | GA | | — |
| | 1,315 |
| | 2,638 |
| | — |
| | 3,953 |
| | (488 | ) | | 7/28/2014 | | 2000 |
| Red Lobster | | Kennesaw | | GA | | — |
| | 1,382 |
| | 1,802 |
| | — |
| | 3,184 |
| | (338 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Chicago | | IL | | — |
| | 1,064 |
| | 2,422 |
| | — |
| | 3,486 |
| | (404 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Evansville | | IN | | — |
| | 587 |
| | 3,357 |
| | — |
| | 3,944 |
| | (534 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Richmond | | IN | | — |
| | 371 |
| | 1,416 |
| | — |
| | 1,787 |
| | (322 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Canton | | OH | | — |
| | 398 |
| | 2,596 |
| | — |
| | 2,994 |
| | (408 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Mansfield | | OH | | — |
| | 335 |
| | 1,697 |
| | — |
| | 2,032 |
| | (297 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Rochester | | NY | | — |
| | 756 |
| | 2,122 |
| | — |
| | 2,878 |
| | (412 | ) | | 7/28/2014 | | 1985 |
| Red Lobster | | Columbus | | OH | | — |
| | 787 |
| | 2,123 |
| | — |
| | 2,910 |
| | (347 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Springfield | | PA | | — |
| | 1,571 |
| | 2,344 |
| | — |
| | 3,915 |
| | (437 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Pittsburgh | | PA | | — |
| | 1,641 |
| | 1,096 |
| | — |
| | 2,737 |
| | (223 | ) | | 7/28/2014 | | 1987 |
| Bahama Breeze | | Pittsburgh | | PA | | — |
| | 1,590 |
| | 1,753 |
| | — |
| | 3,343 |
| | (336 | ) | | 7/28/2014 | | 2004 |
| Olive Garden | | Pittsburgh | | PA | | — |
| | 1,560 |
| | 1,422 |
| | — |
| | 2,982 |
| | (278 | ) | | 7/28/2014 | | 2003 |
| Smokey Bones | | Pittsburgh | | PA | | — |
| | 1,490 |
| | 390 |
| | — |
| | 1,880 |
| | (168 | ) | | 7/28/2014 | | 2000 |
| Olive Garden | | Silverdale | | WA | | — |
| | 1,752 |
| | 2,015 |
| | — |
| | 3,767 |
| | (320 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Silverdale | | WA | | — |
| | 1,661 |
| | 501 |
| | — |
| | 2,162 |
| | (190 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Salisbury | | MD | | — |
| | 1,070 |
| | 1,868 |
| | — |
| | 2,938 |
| | (381 | ) | | 7/28/2014 | | 1992 |
| Olive Garden | | Salisbury | | MD | | — |
| | 1,171 |
| | 3,144 |
| | — |
| | 4,315 |
| | (472 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Port Charlotte | | FL | | — |
| | 1,476 |
| | 1,516 |
| | — |
| | 2,992 |
| | (319 | ) | | 7/28/2014 | | 1990 |
| Olive Garden | | Port Charlotte | | FL | | — |
| | 1,454 |
| | 4,156 |
| | — |
| | 5,610 |
| | (605 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Oklahoma City | | OK | | — |
| | 800 |
| | 1,960 |
| | — |
| | 2,760 |
| | (362 | ) | | 7/28/2014 | | 1991 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Kum & Go | | Paragould | | AR | | — |
| | 708 |
| | 2,123 |
| | — |
| | 2,831 |
| | (614 | ) | | 9/28/2012 | | 2012 |
| Kum & Go | | Rogers | | AR | | — |
| | 668 |
| | 1,559 |
| | — |
| | 2,227 |
| | (443 | ) | | 11/20/2012 | | 2008 |
| Kum & Go | | Sherwood | | AR | | — |
| | 866 |
| | 1,609 |
| | — |
| | 2,475 |
| | (465 | ) | | 9/28/2012 | | 2012 |
| Kum & Go | | Fountain | | CO | | — |
| | 1,131 |
| | 1,696 |
| | — |
| | 2,827 |
| | (478 | ) | | 12/24/2012 | | 2012 |
| Kum & Go | | Monument | | CO | | — |
| | 1,192 |
| | 1,457 |
| | — |
| | 2,649 |
| | (411 | ) | | 12/24/2012 | | 2012 |
| Kum & Go | | Muscatine | | IA | | — |
| | 794 |
| | 1,853 |
| | — |
| | 2,647 |
| | (522 | ) | | 12/27/2012 | | 2012 |
| Kum & Go | | Ottumwa | | IA | | — |
| | 586 |
| | 1,368 |
| | — |
| | 1,954 |
| | (389 | ) | | 11/20/2012 | | 1998 |
| Kum & Go | | Sloan | | IA | | — |
| | 447 |
| | 2,162 |
| | — |
| | 2,609 |
| | (531 | ) | | 2/7/2014 | | 2008 |
| Kum & Go | | Story City | | IA | | — |
| | 223 |
| | 2,089 |
| | — |
| | 2,312 |
| | (457 | ) | | 2/7/2014 | | 2006 |
| Kum & Go | | Tipton | | IA | | — |
| | 507 |
| | 1,945 |
| | — |
| | 2,452 |
| | (500 | ) | | 2/7/2014 | | 2008 |
| Kum & Go | | Waukee | | IA | | — |
| | 1,280 |
| | 1,280 |
| | — |
| | 2,560 |
| | (344 | ) | | 3/28/2013 | | 2012 |
| Kum & Go | | West Branch | | IA | | — |
| | 219 |
| | 1,089 |
| | — |
| | 1,308 |
| | (235 | ) | | 2/7/2014 | | 1997 |
| Kum & Go | | Joplin | | MO | | — |
| | 218 |
| | 782 |
| | — |
| | 1,000 |
| | (225 | ) | | 2/11/2014 | | 1987 |
| Kum & Go | | Joplin | | MO | | — |
| | 205 |
| | 594 |
| | — |
| | 799 |
| | (173 | ) | | 2/11/2014 | | 1986 |
| Kum & Go | | Neosho | | MO | | — |
| | 504 |
| | 1,144 |
| | — |
| | 1,648 |
| | (256 | ) | | 2/11/2014 | | 1997 |
| Kum & Go | | Tioga | | ND | | — |
| | 318 |
| | 2,863 |
| | — |
| | 3,181 |
| | (814 | ) | | 11/8/2012 | | 2012 |
| Kum & Go | | Muskogee | | OK | | — |
| | 423 |
| | 1,691 |
| | — |
| | 2,114 |
| | (423 | ) | | 7/22/2013 | | 2013 |
| Kum & Go | | Muskogee | | OK | | — |
| | 97 |
| | 973 |
| | — |
| | 1,070 |
| | (161 | ) | | 9/30/2014 | | 1999 |
| Kum & Go | | Cheyenne | | WY | | — |
| | 411 |
| | 2,327 |
| | — |
| | 2,738 |
| | (656 | ) | | 12/27/2012 | | 2012 |
| Kum & Go | | Gillette | | WY | | — |
| | 878 |
| | 2,048 |
| | — |
| | 2,926 |
| | (522 | ) | | 6/28/2013 | | 2013 |
| L.A. Fitness | | Avondale | | AZ | | — |
| | 2,253 |
| | 9,040 |
| | — |
| | 11,293 |
| | (1,894 | ) | | 2/7/2014 | | 2006 |
| L.A. Fitness | | Glendale | | AZ | | 3,093 |
| | 2,177 |
| | 7,568 |
| | 20 |
| | 9,765 |
| | (1,721 | ) | | 2/7/2014 | | 2005 |
| L.A. Fitness | | Marana | | AZ | | — |
| | 1,284 |
| | 8,322 |
| | — |
| | 9,606 |
| | (1,814 | ) | | 2/7/2014 | | 2011 |
| L.A. Fitness | | Highland | | CA | | 4,547 |
| | 2,274 |
| | 8,673 |
| | — |
| | 10,947 |
| | (2,010 | ) | | 2/7/2014 | | 2009 |
| L.A. Fitness | | Boynton Beach | | FL | | — |
| | 1,485 |
| | 9,945 |
| | — |
| | 11,430 |
| | (334 | ) | | 11/22/2016 | | 2005 |
| L.A. Fitness | | Miami | | FL | | — |
| | 2,730 |
| | 8,671 |
| | — |
| | 11,401 |
| | (300 | ) | | 11/22/2016 | | 2015 |
| L.A. Fitness | | Tampa | | FL | | — |
| | 1,084 |
| | 6,500 |
| | — |
| | 7,584 |
| | (28 | ) | | 11/13/2017 | | 2016 |
| L.A. Fitness | | Broadview | | IL | | — |
| | 3,345 |
| | 8,763 |
| | 276 |
| | 12,384 |
| | (1,862 | ) | | 2/7/2014 | | 2010 |
| L.A. Fitness | | Oswego | | IL | | — |
| | 3,163 |
| | 8,749 |
| | — |
| | 11,912 |
| | (1,934 | ) | | 2/7/2014 | | 2008 |
| L.A. Fitness | | Tinley Park | | IL | | — |
| | 1,722 |
| | 8,976 |
| | — |
| | 10,698 |
| | (10 | ) | | 12/22/2017 | | 2006 |
| L.A. Fitness | | Carmel | | IN | | — |
| | 1,457 |
| | 9,562 |
| | — |
| | 11,019 |
| | (2,008 | ) | | 2/7/2014 | | 2008 |
| L.A. Fitness | | Indianapolis | | IN | | — |
| | 1,279 |
| | 8,970 |
| | — |
| | 10,249 |
| | (1,884 | ) | | 2/7/2014 | | 2009 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Olive Garden | | Oklahoma City | | OK | | — |
| | 819 |
| | 4,053 |
| | — |
| | 4,872 |
| | (594 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Morgantown | | WV | | — |
| | 1,252 |
| | 1,477 |
| | — |
| | 2,729 |
| | (342 | ) | | 7/28/2014 | | 2009 |
| Olive Garden | | Morgantown | | WV | | — |
| | 1,765 |
| | 2,199 |
| | — |
| | 3,964 |
| | (432 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Manassas | | VA | | — |
| | 1,800 |
| | 941 |
| | — |
| | 2,741 |
| | (236 | ) | | 7/28/2014 | | 1993 |
| Olive Garden | | Manassas | | VA | | — |
| | 1,965 |
| | 2,585 |
| | — |
| | 4,550 |
| | (395 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Leesburg | | FL | | — |
| | 721 |
| | 1,262 |
| | — |
| | 1,983 |
| | (290 | ) | | 7/28/2014 | | 1990 |
| Olive Garden | | Leesburg | | FL | | — |
| | 692 |
| | 1,837 |
| | — |
| | 2,529 |
| | (289 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Langhorne | | PA | | — |
| | 979 |
| | 2,735 |
| | — |
| | 3,714 |
| | (506 | ) | | 7/28/2014 | | 1996 |
| Olive Garden | | Langhorne | | PA | | — |
| | 970 |
| | 3,717 |
| | — |
| | 4,687 |
| | (544 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Houston | | TX | | — |
| | 960 |
| | 1,833 |
| | — |
| | 2,793 |
| | (323 | ) | | 7/28/2014 | | 1981 |
| Olive Garden | | Houston | | TX | | — |
| | 973 |
| | 2,902 |
| | — |
| | 3,875 |
| | (437 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Flagstaff | | AZ | | — |
| | 891 |
| | 514 |
| | — |
| | 1,405 |
| | (211 | ) | | 7/28/2014 | | 1996 |
| Olive Garden | | Flagstaff | | AZ | | — |
| | 875 |
| | 455 |
| | — |
| | 1,330 |
| | (95 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Chesapeake | | VA | | — |
| | 1,262 |
| | 1,374 |
| | — |
| | 2,636 |
| | (270 | ) | | 7/28/2014 | | 1992 |
| Olive Garden | | Chesapeake | | VA | | — |
| | 1,382 |
| | 2,252 |
| | — |
| | 3,634 |
| | (351 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Cary | | NC | | — |
| | 1,933 |
| | 1,118 |
| | — |
| | 3,051 |
| | (276 | ) | | 7/28/2014 | | 1992 |
| Olive Garden | | Cary | | NC | | — |
| | 1,545 |
| | 6,603 |
| | — |
| | 8,148 |
| | (942 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Altamonte Springs | | FL | | — |
| | 1,212 |
| | 1,674 |
| | — |
| | 2,886 |
| | (325 | ) | | 7/28/2014 | | 1986 |
| Olive Garden | | Altamonte Springs | | FL | | — |
| | 699 |
| | 4,023 |
| | — |
| | 4,722 |
| | (670 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Memphis | | TN | | — |
| | 1,602 |
| | 2,290 |
| | — |
| | 3,892 |
| | (370 | ) | | 7/28/2014 | | 1972 |
| Bahama Breeze | | Memphis | | TN | | — |
| | 2,370 |
| | 1,313 |
| | — |
| | 3,683 |
| | (219 | ) | | 7/28/2014 | | 1998 |
| Red Lobster | | Jackson | | MS | | — |
| | 1,128 |
| | 2,851 |
| | — |
| | 3,979 |
| | (472 | ) | | 7/28/2014 | | 1977 |
| Dollar General | | Galatia | | IL | | — |
| | 87 |
| | 1,008 |
| | — |
| | 1,095 |
| | (221 | ) | | 7/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Marion | | AL | | — |
| | 247 |
| | 780 |
| | — |
| | 1,027 |
| | (176 | ) | | 7/30/2014 | | 2014 |
| Red Lobster | | Branson | | MO | | — |
| | 1,496 |
| | 1,074 |
| | — |
| | 2,570 |
| | (201 | ) | | 7/30/2014 | | 2000 |
| Red Lobster | | Mentor | | OH | | — |
| | 651 |
| | 2,129 |
| | — |
| | 2,780 |
| | (361 | ) | | 7/30/2014 | | 1977 |
| Red Lobster | | Sandusky | | OH | | — |
| | 1,290 |
| | 1,126 |
| | — |
| | 2,416 |
| | (248 | ) | | 7/30/2014 | | 1986 |
| Red Lobster | | Abilene | | TX | | — |
| | 209 |
| | 1,976 |
| | — |
| | 2,185 |
| | (346 | ) | | 7/30/2014 | | 1980 |
| Dollar General | | Rensselaer | | IN | | — |
| | 111 |
| | 957 |
| | — |
| | 1,068 |
| | (240 | ) | | 7/30/2014 | | 2014 |
| Dollar General | | Medaryville | | IN | | — |
| | 96 |
| | 914 |
| | — |
| | 1,010 |
| | (334 | ) | | 7/31/2014 | | 2014 |
| Dollar General | | Park Forest | | IL | | — |
| | 390 |
| | 1,036 |
| | — |
| | 1,426 |
| | (219 | ) | | 8/1/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Blackhawk | | SD | | — |
| | 115 |
| | 585 |
| | — |
| | 700 |
| | (139 | ) | | 8/6/2014 | | 2006 |
| Dollar General | | Bronson | | MI | | — |
| | 97 |
| | 436 |
| | — |
| | 533 |
| | (257 | ) | | 8/6/2014 | | 1965 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| L.A. Fitness | | St. Clair Shores | | MI | | — |
| | 2,163 |
| | 6,787 |
| | — |
| | 8,950 |
| | (254 | ) | | 11/22/2016 | | 1982 |
| L.A. Fitness | | Oakdale | | MN | | 4,749 |
| | 2,315 |
| | 8,315 |
| | — |
| | 10,630 |
| | (1,821 | ) | | 2/7/2014 | | 2009 |
| L.A. Fitness | | Webster | | NY | | — |
| | 2,922 |
| | 5,102 |
| | — |
| | 8,024 |
| | (62 | ) | | 8/1/2017 | | 2014 |
| L.A. Fitness | | Edmond | | OK | | — |
| | 962 |
| | 6,916 |
| | — |
| | 7,878 |
| | (1,320 | ) | | 3/31/2014 | | 2014 |
| L.A. Fitness | | Easton | | PA | | — |
| | 938 |
| | 10,600 |
| | 152 |
| | 11,690 |
| | (2,237 | ) | | 2/7/2014 | | 1979 |
| L.A. Fitness | | Dallas | | TX | | 4,712 |
| | 2,629 |
| | 10,413 |
| | — |
| | 13,042 |
| | (2,079 | ) | | 2/7/2014 | | 2008 |
| L.A. Fitness | | Denton | | TX | | 3,831 |
| | 1,888 |
| | 9,568 |
| | (6 | ) | | 11,450 |
| | (1,966 | ) | | 2/7/2014 | | 2009 |
| L.A. Fitness | | Duncanville | | TX | | — |
| | 1,538 |
| | 10,023 |
| | — |
| | 11,561 |
| | (2,025 | ) | | 2/7/2014 | | 2007 |
| L.A. Fitness | | Mckinney | | TX | | — |
| | 2,039 |
| | 7,787 |
| | — |
| | 9,826 |
| | (273 | ) | | 11/22/2016 | | 2005 |
| L.A. Fitness | | Rowlett | | TX | | — |
| | 2,539 |
| | 7,668 |
| | 6 |
| | 10,213 |
| | (163 | ) | | 4/11/2017 | | 2006 |
| L.A. Fitness | | Spring | | TX | | — |
| | 1,970 |
| | 9,290 |
| | — |
| | 11,260 |
| | (1,903 | ) | | 2/7/2014 | | 2006 |
| Lamrite West | | Strongsville | | OH | | — |
| | 3,078 |
| | 34,076 |
| | — |
| | 37,154 |
| | (338 | ) | | 8/21/2017 | | 1999 |
| Leeann Chin | | Blaine | | MN | | — |
| | 480 |
| | 528 |
| | — |
| | 1,008 |
| | (130 | ) | | 6/27/2013 | | 1995 |
| Leeann Chin | | Chanhassen | | MN | | — |
| | 450 |
| | 763 |
| | — |
| | 1,213 |
| | (189 | ) | | 6/27/2013 | | 1995 |
| Leeann Chin | | Golden Valley | | MN | | — |
| | 270 |
| | 776 |
| | — |
| | 1,046 |
| | (192 | ) | | 6/27/2013 | | 1995 |
| Lee's Famous Recipe Chicken | | Florissant | | MO | | — |
| | 306 |
| | 560 |
| | — |
| | 866 |
| | (141 | ) | | 6/27/2013 | | 1984 |
| Lee's Famous Recipe Chicken | | St. Ann | | MO | | — |
| | 187 |
| | 571 |
| | — |
| | 758 |
| | (144 | ) | | 6/27/2013 | | 1984 |
| Lee's Famous Recipe Chicken | | St. Louis | | MO | | — |
| | 107 |
| | 874 |
| | — |
| | 981 |
| | (220 | ) | | 6/27/2013 | | 1984 |
| Logan's Roadhouse | | Huntsville | | AL | | — |
| | 520 |
| | 4,797 |
| | (1,363 | ) | | 3,954 |
| | (573 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Fayetteville | | AR | | — |
| | 1,570 |
| | 2,182 |
| | (953 | ) | | 2,799 |
| | (251 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Hattiesburg | | MS | | — |
| | 890 |
| | 4,012 |
| | (803 | ) | | 4,099 |
| | (533 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Owasso | | OK | | — |
| | 1,449 |
| | 2,173 |
| | (568 | ) | | 3,054 |
| | (291 | ) | | 7/31/2013 | | 2006 |
| Logan's Roadhouse | | Clarksville | | TN | | — |
| | 1,010 |
| | 4,424 |
| | (1,264 | ) | | 4,170 |
| | (540 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | Cleveland | | TN | | — |
| | 890 |
| | 3,902 |
| | (1,225 | ) | | 3,567 |
| | (462 | ) | | 6/27/2013 | | 1995 |
| Logan's Roadhouse | | El Paso | | TX | | — |
| | 320 |
| | 4,731 |
| | (1,558 | ) | | 3,493 |
| | (528 | ) | | 6/27/2013 | | 1995 |
| Long John Silver's / A&W | | Merced | | CA | | — |
| | 174 |
| | 695 |
| | — |
| | 869 |
| | (163 | ) | | 7/31/2013 | | 1982 |
| Long John Silver's / A&W | | Collinsville | | IL | | — |
| | 220 |
| | 940 |
| | — |
| | 1,160 |
| | (237 | ) | | 6/27/2013 | | 2006 |
| Long John Silver's / A&W | | Fairview Heights | | IL | | — |
| | 258 |
| | 525 |
| | — |
| | 783 |
| | (132 | ) | | 6/27/2013 | | 1976 |
| Long John Silver's / A&W | | Jacksonville | | IL | | — |
| | 171 |
| | 431 |
| | — |
| | 602 |
| | (109 | ) | | 6/27/2013 | | 1978 |
| Long John Silver's / A&W | | Litchfield | | IL | | — |
| | 194 |
| | 996 |
| | — |
| | 1,190 |
| | (251 | ) | | 6/27/2013 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Winter Haven | | FL | | — |
| | 534 |
| | 942 |
| | — |
| | 1,476 |
| | (144 | ) | | 8/8/2014 | | 2014 |
| Dollar General | | Headland | | AL | | — |
| | 387 |
| | 1,091 |
| | — |
| | 1,478 |
| | (266 | ) | | 8/13/2014 | | 2014 |
| Dollar General | | Shiloh | | GA | | — |
| | 150 |
| | 743 |
| | — |
| | 893 |
| | (268 | ) | | 8/13/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Jeffersonville | | GA | | — |
| | 153 |
| | 926 |
| | — |
| | 1,079 |
| | (206 | ) | | 8/15/2014 | | 2014 |
| DJO Global | | Vista | | CA | | — |
| | 3,732 |
| | 16,868 |
| | — |
| | 20,600 |
| | (12,645 | ) | | 8/15/2014 | | 2006 |
| Mattress Firm | | Flint | | MI | | — |
| | 467 |
| | 1,323 |
| | — |
| | 1,790 |
| | (325 | ) | | 8/19/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Clearwater | | FL | | — |
| | 425 |
| | 1,006 |
| | — |
| | 1,431 |
| | (219 | ) | | 8/22/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Zellwood | | FL | | — |
| | 272 |
| | 1,005 |
| | — |
| | 1,277 |
| | (220 | ) | | 8/22/2014 | | 2014 |
| ifm efector | | Malvern | | PA | | — |
| | 1,816 |
| | — |
| | 9,747 |
| | 11,563 |
| | (1,523 | ) | | 8/27/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Cortland | | OH | | — |
| | 188 |
| | 963 |
| | — |
| | 1,151 |
| | (220 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Pearl | | MS | | — |
| | 342 |
| | 1,001 |
| | — |
| | 1,343 |
| | (223 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Donna | | TX | | — |
| | 194 |
| | 855 |
| | — |
| | 1,049 |
| | (197 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Lexington | | TN | | — |
| | 323 |
| | 838 |
| | — |
| | 1,161 |
| | (191 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Liberty | | NC | | — |
| | 243 |
| | 802 |
| | — |
| | 1,045 |
| | (182 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Ore City | | TX | | — |
| | 27 |
| | 744 |
| | — |
| | 771 |
| | (170 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Detroit | | MI | | — |
| | 110 |
| | 1,051 |
| | — |
| | 1,161 |
| | (247 | ) | | 8/28/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Phoenix | | AZ | | — |
| | 303 |
| | 712 |
| | — |
| | 1,015 |
| | (185 | ) | | 8/28/2014 | | 2004 |
| Dollar Tree/Family Dollar | | Hamilton | | OH | | — |
| | 131 |
| | 1,215 |
| | — |
| | 1,346 |
| | (266 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Mulberry | | FL | | — |
| | 131 |
| | 1,156 |
| | — |
| | 1,287 |
| | (256 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Bowling Green | | KY | | — |
| | 334 |
| | 951 |
| | — |
| | 1,285 |
| | (213 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Seadrift | | TX | | — |
| | 51 |
| | 832 |
| | — |
| | 883 |
| | (188 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Pensacola | | FL | | — |
| | 69 |
| | 1,085 |
| | — |
| | 1,154 |
| | (237 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Auburndale | | FL | | — |
| | 314 |
| | 951 |
| | — |
| | 1,265 |
| | (213 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Richland | | GA | | — |
| | 125 |
| | 859 |
| | — |
| | 984 |
| | (195 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | El Dorado | | AR | | — |
| | 151 |
| | 806 |
| | — |
| | 957 |
| | (212 | ) | | 8/28/2014 | | 1988 |
| Dollar Tree/Family Dollar | | Sonora | | TX | | — |
| | 49 |
| | 548 |
| | — |
| | 597 |
| | (151 | ) | | 8/28/2014 | | 2001 |
| Dollar Tree/Family Dollar | | Acworth | | GA | | — |
| | 489 |
| | 901 |
| | — |
| | 1,390 |
| | (206 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Avondale | | LA | | — |
| | 381 |
| | 1,255 |
| | — |
| | 1,636 |
| | (281 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Monroe | | MI | | — |
| | 243 |
| | 1,061 |
| | — |
| | 1,304 |
| | (240 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Wirtz | | VA | | — |
| | 148 |
| | 919 |
| | — |
| | 1,067 |
| | (208 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Canton | | MS | | — |
| | 210 |
| | 1,142 |
| | — |
| | 1,352 |
| | (256 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Lancaster | | SC | | — |
| | 249 |
| | 725 |
| | — |
| | 974 |
| | (168 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Ash Fork | | AZ | | — |
| | 123 |
| | 1,015 |
| | — |
| | 1,138 |
| | (228 | ) | | 8/28/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Long John Silver's / A&W | | Marion | | IL | | — |
| | 305 |
| | 1,059 |
| | — |
| | 1,364 |
| | (267 | ) | | 6/27/2013 | | 1983 |
| Long John Silver's / A&W | | Mount Carmel | | IL | | — |
| | 105 |
| | 484 |
| | — |
| | 589 |
| | (122 | ) | | 6/27/2013 | | 1977 |
| Long John Silver's / A&W | | Vandalia | | IL | | — |
| | 101 |
| | 484 |
| | — |
| | 585 |
| | (122 | ) | | 6/27/2013 | | 1976 |
| Long John Silver's / A&W | | West Frankfort | | IL | | — |
| | 244 |
| | 996 |
| | — |
| | 1,240 |
| | (251 | ) | | 6/27/2013 | | 1977 |
| Long John Silver's / A&W | | Wood River | | IL | | — |
| | 251 |
| | 314 |
| | — |
| | 565 |
| | (79 | ) | | 6/27/2013 | | 1975 |
| Long John Silver's / A&W | | Garden City | | KS | | — |
| | 120 |
| | 530 |
| | — |
| | 650 |
| | (133 | ) | | 6/27/2013 | | 1978 |
| Long John Silver's / A&W | | Hays | | KS | | — |
| | 160 |
| | 624 |
| | — |
| | 784 |
| | (157 | ) | | 6/27/2013 | | 1994 |
| Long John Silver's / A&W | | Clovis | | NM | | — |
| | 210 |
| | 705 |
| | (377 | ) | | 538 |
| | (40 | ) | | 6/27/2013 | | 1995 |
| Long John Silver's / A&W | | Fairborn | | OH | | — |
| | 103 |
| | 300 |
| | — |
| | 403 |
| | (75 | ) | | 6/27/2013 | | 1976 |
| Long John Silver's / A&W | | Penn Hills | | PA | | — |
| | 438 |
| | 656 |
| | — |
| | 1,094 |
| | (154 | ) | | 7/31/2013 | | 1993 |
| Long John Silver's / A&W | | Austin | | TX | | — |
| | 459 |
| | 477 |
| | — |
| | 936 |
| | (120 | ) | | 6/27/2013 | | 1993 |
| Long John Silver's / KFC | | Green Bay | | WI | | — |
| | 748 |
| | 563 |
| | — |
| | 1,311 |
| | (142 | ) | | 6/27/2013 | | 1978 |
| Long John Silver's / Taco Bell | | Ashtabula | | OH | | — |
| | 440 |
| | 1,640 |
| | — |
| | 2,080 |
| | (405 | ) | | 6/27/2013 | | 1995 |
| Longhorn Steakhouse | | Tampa | | FL | | — |
| | 370 |
| | 1,852 |
| | — |
| | 2,222 |
| | (473 | ) | | 6/27/2013 | | 1995 |
| Longhorn Steakhouse | | Paducah | | KY | | — |
| | 1,121 |
| | 1,443 |
| | (2,072 | ) | | 492 |
| | (2 | ) | | 2/7/2014 | | 1995 |
| Los Tios Mexican Restaurant | | Dalton | | OH | | — |
| | 18 |
| | 30 |
| | — |
| | 48 |
| | (8 | ) | | 6/27/2013 | | 1990 |
| Lowe's | | Jonesboro | | AR | | — |
| | 2,101 |
| | 8,405 |
| | 185 |
| | 10,691 |
| | (1,567 | ) | | 5/19/2014 | | 1994 |
| Lowe's | | Burlington | | IA | | — |
| | 2,775 |
| | 8,191 |
| | 819 |
| | 11,785 |
| | (1,527 | ) | | 2/7/2014 | | 1996 |
| Lowe's | | Florence | | KY | | — |
| | 4,814 |
| | 10,189 |
| | 250 |
| | 15,253 |
| | (1,877 | ) | | 2/7/2014 | | 1997 |
| Lowe's | | New Orleans | | LA | | 13,069 |
| | 10,315 |
| | 20,728 |
| | — |
| | 31,043 |
| | (4,268 | ) | | 11/5/2013 | | 2005 |
| Lowe's | | Sanford | | ME | | 4,672 |
| | 4,045 |
| | — |
| | — |
| | 4,045 |
| | — |
| | 2/7/2014 | | 2009 |
| Lowe's | | Windham | | ME | | 7,930 |
| | 12,640 |
| | — |
| | — |
| | 12,640 |
| | — |
| | 6/3/2013 | | 2006 |
| Lowe's | | Benton Harbor | | MI | | — |
| | 1,011 |
| | 7,851 |
| | 245 |
| | 9,107 |
| | (1,517 | ) | | 3/17/2014 | | 1994 |
| Lowe's | | Kansas City | | MO | | — |
| | 3,729 |
| | — |
| | — |
| | 3,729 |
| | — |
| | 2/7/2014 | | 2009 |
| Lowe's | | Las Vegas | | NV | | — |
| | 11,499 |
| | — |
| | — |
| | 11,499 |
| | — |
| | 2/7/2014 | | 2002 |
| Lowe's | | Ticonderoga | | NY | | 4,345 |
| | 1,812 |
| | — |
| | — |
| | 1,812 |
| | — |
| | 2/7/2014 | | 2009 |
| Lowe's | | West Carrollton | | OH | | 6,375 |
| | 2,864 |
| | 9,883 |
| | — |
| | 12,747 |
| | (1,715 | ) | | 2/7/2014 | | 1994 |
| Lowe's | | Columbia | | SC | | — |
| | 5,485 |
| | — |
| | — |
| | 5,485 |
| | — |
| | 2/7/2014 | | 1994 |
| Lowe's | | Texas City | | TX | | — |
| | 2,313 |
| | 9,253 |
| | — |
| | 11,566 |
| | (2,336 | ) | | 5/19/2014 | | 1995 |
| Lube Stop | | Akron | | OH | | — |
| | 79 |
| | 287 |
| | — |
| | 366 |
| | (44 | ) | | 9/2/2014 | | 1988 |
| Lube Stop | | Akron | | OH | | — |
| | 135 |
| | 761 |
| | — |
| | 896 |
| | (120 | ) | | 9/2/2014 | | 1995 |
| Lube Stop | | Akron | | OH | | — |
| | 205 |
| | 1,043 |
| | — |
| | 1,248 |
| | (161 | ) | | 9/2/2014 | | 1992 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Orlando | | FL | | — |
| | 349 |
| | 1,294 |
| | — |
| | 1,643 |
| | (283 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Golden Valley | | AZ | | — |
| | 110 |
| | 772 |
| | — |
| | 882 |
| | (204 | ) | | 8/28/2014 | | 2001 |
| Dollar Tree/Family Dollar | | Woodruff | | SC | | — |
| | 229 |
| | 1,125 |
| | — |
| | 1,354 |
| | (248 | ) | | 8/28/2014 | | 2010 |
| Dollar Tree/Family Dollar | | Blooming Grove | | TX | | — |
| | 70 |
| | 753 |
| | — |
| | 823 |
| | (173 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Marietta | | GA | | — |
| | 582 |
| | 1,126 |
| | — |
| | 1,708 |
| | (252 | ) | | 8/28/2014 | | 2013 |
| DNU | | Beverly Hills | | FL | | — |
| | 409 |
| | 965 |
| | — |
| | 1,374 |
| | (218 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Phoenix | | AZ | | — |
| | 416 |
| | 1,229 |
| | — |
| | 1,645 |
| | (270 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Oklahoma City | | OK | | — |
| | 390 |
| | 990 |
| | — |
| | 1,380 |
| | (224 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Philadelphia | | MS | | — |
| | 53 |
| | 897 |
| | — |
| | 950 |
| | (205 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Hiddenite | | NC | | — |
| | 221 |
| | 832 |
| | — |
| | 1,053 |
| | (190 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Rockholds | | KY | | — |
| | 121 |
| | 988 |
| | — |
| | 1,109 |
| | (228 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Natchez | | MS | | — |
| | 289 |
| | 749 |
| | — |
| | 1,038 |
| | (223 | ) | | 8/28/2014 | | 1982 |
| Dollar Tree/Family Dollar | | Nashville | | TN | | — |
| | 334 |
| | 1,275 |
| | — |
| | 1,609 |
| | (312 | ) | | 8/28/2014 | | 1976 |
| Dollar Tree/Family Dollar | | Durant | | OK | | — |
| | 164 |
| | 1,223 |
| | — |
| | 1,387 |
| | (287 | ) | | 8/28/2014 | | 2000 |
| Dollar Tree/Family Dollar | | Westwego | | LA | | — |
| | 332 |
| | 1,052 |
| | — |
| | 1,384 |
| | (241 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Lindale | | GA | | — |
| | 227 |
| | 966 |
| | — |
| | 1,193 |
| | (220 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Macon | | GA | | — |
| | 300 |
| | 893 |
| | — |
| | 1,193 |
| | (203 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | McAllen | | TX | | — |
| | 445 |
| | 896 |
| | — |
| | 1,341 |
| | (202 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Bunnell | | FL | | — |
| | 188 |
| | 936 |
| | — |
| | 1,124 |
| | (214 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Mitchell | | IN | | — |
| | 101 |
| | 1,119 |
| | — |
| | 1,220 |
| | (258 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Carlisle | | KY | | — |
| | 157 |
| | 871 |
| | — |
| | 1,028 |
| | (200 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Piney Flats | | TN | | — |
| | 200 |
| | 953 |
| | — |
| | 1,153 |
| | (216 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Dayton | | OH | | — |
| | 107 |
| | 899 |
| | — |
| | 1,006 |
| | (258 | ) | | 8/28/2014 | | 1940 |
| Dollar Tree/Family Dollar | | Ocala | | FL | | — |
| | 108 |
| | 816 |
| | — |
| | 924 |
| | (194 | ) | | 8/28/2014 | | 2005 |
| Dollar Tree/Family Dollar | | Drew | | MS | | — |
| | 11 |
| | 1,039 |
| | — |
| | 1,050 |
| | (276 | ) | | 8/28/2014 | | 1989 |
| Dollar Tree/Family Dollar | | Orlando | | FL | | — |
| | 291 |
| | 1,286 |
| | — |
| | 1,577 |
| | (281 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Canal Winchester | | OH | | — |
| | 218 |
| | 1,116 |
| | — |
| | 1,334 |
| | (248 | ) | | 8/28/2014 | | 2012 |
| Dollar Tree/Family Dollar | | Hickory | | NC | | — |
| | 215 |
| | 785 |
| | — |
| | 1,000 |
| | (179 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Burlington | | NC | | — |
| | 291 |
| | 694 |
| | — |
| | 985 |
| | (159 | ) | | 8/28/2014 | | 2012 |
| Dollar Tree/Family Dollar | | Alton | | TX | | — |
| | 134 |
| | 908 |
| | — |
| | 1,042 |
| | (204 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Refugio | | TX | | — |
| | 110 |
| | 982 |
| | — |
| | 1,092 |
| | (219 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Fountain | | FL | | — |
| | 202 |
| | 825 |
| | — |
| | 1,027 |
| | (188 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Duncan | | AZ | | — |
| | 98 |
| | 895 |
| | — |
| | 993 |
| | (201 | ) | | 8/28/2014 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Lube Stop | | Bedford Heights | | OH | | — |
| | 156 |
| | 529 |
| | — |
| | 685 |
| | (89 | ) | | 9/2/2014 | | 1986 |
| Lube Stop | | Cleveland | | OH | | — |
| | 127 |
| | 559 |
| | — |
| | 686 |
| | (86 | ) | | 9/2/2014 | | 1988 |
| Lube Stop | | Fairview Park | | OH | | — |
| | 205 |
| | 179 |
| | — |
| | 384 |
| | (41 | ) | | 9/2/2014 | | 1988 |
| Lube Stop | | Lakewood | | OH | | — |
| | 205 |
| | 765 |
| | — |
| | 970 |
| | (121 | ) | | 9/2/2014 | | 1993 |
| Lube Stop | | Mayfield Heights | | OH | | — |
| | 201 |
| | 430 |
| | — |
| | 631 |
| | (71 | ) | | 9/2/2014 | | 1988 |
| Lube Stop | | Medina | | OH | | — |
| | 135 |
| | 414 |
| | (5 | ) | | 544 |
| | (70 | ) | | 9/2/2014 | | 1995 |
| Lube Stop | | N. Barberton | | OH | | — |
| | 140 |
| | 502 |
| | — |
| | 642 |
| | (77 | ) | | 9/2/2014 | | 1998 |
| Lube Stop | | Painesville | | OH | | — |
| | 276 |
| | 208 |
| | — |
| | 484 |
| | (43 | ) | | 9/2/2014 | | 1988 |
| Lube Stop | | Parma | | OH | | — |
| | 124 |
| | 390 |
| | — |
| | 514 |
| | (58 | ) | | 9/2/2014 | | 1986 |
| Lube Stop | | Parma | | OH | | — |
| | 306 |
| | 502 |
| | — |
| | 808 |
| | (86 | ) | | 9/2/2014 | | 1986 |
| Lube Stop | | Seven Hills | | OH | | — |
| | 182 |
| | 201 |
| | — |
| | 383 |
| | (39 | ) | | 9/2/2014 | | 1987 |
| Lube Stop | | Solon | | OH | | — |
| | 233 |
| | 487 |
| | — |
| | 720 |
| | (78 | ) | | 9/2/2014 | | 1992 |
| Lube Stop | | South Euclid | | OH | | — |
| | 109 |
| | 561 |
| | — |
| | 670 |
| | (80 | ) | | 9/2/2014 | | 1986 |
| Lube Stop | | Stow | | OH | | — |
| | 230 |
| | 132 |
| | — |
| | 362 |
| | (28 | ) | | 9/2/2014 | | 1988 |
| Lube Stop | | Westlake | | OH | | — |
| | 85 |
| | 525 |
| | — |
| | 610 |
| | (74 | ) | | 9/2/2014 | | 1999 |
| Lube Stop | | Willoughby | | OH | | — |
| | 168 |
| | 425 |
| | — |
| | 593 |
| | (66 | ) | | 9/2/2014 | | 1986 |
| Lumber Liquidators | | Saginaw | | MI | | — |
| | 287 |
| | 502 |
| | — |
| | 789 |
| | (101 | ) | | 5/28/2014 | | 2000 |
| Mars Petcare | | Columbia | | SC | | — |
| | 1,875 |
| | 19,591 |
| | (987 | ) | | 20,479 |
| | (2,878 | ) | | 11/5/2013 | | 2014 |
| Mastec | | Houston | | TX | | — |
| | 369 |
| | 2,669 |
| | — |
| | 3,038 |
| | (435 | ) | | 6/12/2014 | | 2012 |
| Mattress Firm | | Daphne | | AL | | — |
| | 528 |
| | 1,233 |
| | — |
| | 1,761 |
| | (291 | ) | | 10/1/2013 | | 2013 |
| Mattress Firm | | Dothan | | AL | | — |
| | 406 |
| | 1,217 |
| | — |
| | 1,623 |
| | (316 | ) | | 5/14/2013 | | 2013 |
| Mattress Firm | | Rogers | | AR | | — |
| | 321 |
| | 1,284 |
| | — |
| | 1,605 |
| | (351 | ) | | 2/6/2013 | | 2012 |
| Mattress Firm | | Destin | | FL | | — |
| | 693 |
| | 1,287 |
| | — |
| | 1,980 |
| | (328 | ) | | 6/5/2013 | | 2013 |
| Mattress Firm | | Melbourne | | FL | | — |
| | 405 |
| | 1,237 |
| | — |
| | 1,642 |
| | (259 | ) | | 2/7/2014 | | 2011 |
| Mattress Firm | | Tallahassee | | FL | | — |
| | 924 |
| | 1,386 |
| | — |
| | 2,310 |
| | (360 | ) | | 5/14/2013 | | 2013 |
| Mattress Firm | | Boise | | ID | | — |
| | 335 |
| | 1,339 |
| | — |
| | 1,674 |
| | (367 | ) | | 2/22/2013 | | 2013 |
| Mattress Firm | | Garden City | | ID | | — |
| | 492 |
| | 1,305 |
| | — |
| | 1,797 |
| | (257 | ) | | 2/26/2014 | | 2003 |
| Mattress Firm | | Fairview Heights | | IL | | — |
| | 231 |
| | 958 |
| | — |
| | 1,189 |
| | (219 | ) | | 2/7/2014 | | 1977 |
| Mattress Firm | | Columbus | | IN | | — |
| | 157 |
| | 891 |
| | — |
| | 1,048 |
| | (253 | ) | | 11/6/2012 | | 1964 |
| Mattress Firm | | Evansville | | IN | | — |
| | 117 |
| | 2,227 |
| | — |
| | 2,344 |
| | (610 | ) | | 2/11/2013 | | 1995 |
| Mattress Firm | | Goshen | | IN | | — |
| | 211 |
| | 1,555 |
| | — |
| | 1,766 |
| | (301 | ) | | 3/20/2014 | | 2013 |
| Mattress Firm | | Mishawaka | | IN | | — |
| | 375 |
| | 1,500 |
| | — |
| | 1,875 |
| | (376 | ) | | 7/30/2013 | | 2013 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Alma | | GA | | — |
| | 79 |
| | 954 |
| | — |
| | 1,033 |
| | (213 | ) | | 8/28/2014 | | 1982 |
| Dollar Tree/Family Dollar | | Wichita | | KS | | — |
| | 216 |
| | 1,035 |
| | — |
| | 1,251 |
| | (229 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Millbrook | | AL | | — |
| | 316 |
| | 1,052 |
| | — |
| | 1,368 |
| | (236 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | La Pryor | | TX | | — |
| | 74 |
| | 817 |
| | — |
| | 891 |
| | (185 | ) | | 8/28/2014 | | 2013 |
| DNU | | Boiling Springs | | NC | | — |
| | 322 |
| | 767 |
| | — |
| | 1,089 |
| | (169 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Asheboro | | NC | | — |
| | 251 |
| | 932 |
| | — |
| | 1,183 |
| | (216 | ) | | 8/28/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Montgomery | | AL | | — |
| | 218 |
| | 847 |
| | — |
| | 1,065 |
| | (191 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Citra | | FL | | — |
| | 47 |
| | 1,038 |
| | — |
| | 1,085 |
| | (231 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Sabinal | | TX | | — |
| | 35 |
| | 952 |
| | — |
| | 987 |
| | (212 | ) | | 8/28/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Dayton | | OH | | — |
| | 129 |
| | 618 |
| | — |
| | 747 |
| | (164 | ) | | 8/28/2014 | | 2002 |
| Dollar Tree/Family Dollar | | Cincinnati | | OH | | — |
| | 221 |
| | 1,055 |
| | — |
| | 1,276 |
| | (254 | ) | | 8/28/2014 | | 2001 |
| DNU | | Huntsville | | AL | | — |
| | 476 |
| | 1,092 |
| | — |
| | 1,568 |
| | (238 | ) | | 8/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Hoover | | AL | | — |
| | 368 |
| | 1,153 |
| | — |
| | 1,521 |
| | (262 | ) | | 8/29/2014 | | 2014 |
| Take 5 Oil Change | | N. Barberton | | OH | | — |
| | 140 |
| | 502 |
| | — |
| | 642 |
| | (120 | ) | | 9/2/2014 | | 1998 |
| Take 5 Oil Change | | Akron | | OH | | — |
| | 79 |
| | 287 |
| | — |
| | 366 |
| | (69 | ) | | 9/2/2014 | | 1988 |
| Take 5 Oil Change | | Akron | | OH | | — |
| | 135 |
| | 761 |
| | — |
| | 896 |
| | (189 | ) | | 9/2/2014 | | 1995 |
| Take 5 Oil Change | | Fairview Park | | OH | | — |
| | 205 |
| | 179 |
| | — |
| | 384 |
| | (65 | ) | | 9/2/2014 | | 1988 |
| Take 5 Oil Change | | Mayfield Heights | | OH | | — |
| | 201 |
| | 430 |
| | — |
| | 631 |
| | (112 | ) | | 9/2/2014 | | 1988 |
| Take 5 Oil Change | | Bedford Heights | | OH | | — |
| | 156 |
| | 529 |
| | — |
| | 685 |
| | (140 | ) | | 9/2/2014 | | 1986 |
| Take 5 Oil Change | | Painesville | | OH | | — |
| | 276 |
| | 208 |
| | — |
| | 484 |
| | (67 | ) | | 9/2/2014 | | 1988 |
| Take 5 Oil Change | | Westlake | | OH | | — |
| | 85 |
| | 525 |
| | — |
| | 610 |
| | (117 | ) | | 9/2/2014 | | 1999 |
| Take 5 Oil Change | | Parma | | OH | | — |
| | 124 |
| | 390 |
| | — |
| | 514 |
| | (91 | ) | | 9/2/2014 | | 1986 |
| Take 5 Oil Change | | Parma | | OH | | — |
| | 306 |
| | 502 |
| | — |
| | 808 |
| | (135 | ) | | 9/2/2014 | | 1986 |
| Take 5 Oil Change | | Lakewood | | OH | | — |
| | 205 |
| | 765 |
| | — |
| | 970 |
| | (190 | ) | | 9/2/2014 | | 1993 |
| Take 5 Oil Change | | Akron | | OH | | — |
| | 205 |
| | 1,043 |
| | — |
| | 1,248 |
| | (253 | ) | | 9/2/2014 | | 1992 |
| Take 5 Oil Change | | Cleveland | | OH | | — |
| | 127 |
| | 559 |
| | — |
| | 686 |
| | (136 | ) | | 9/2/2014 | | 1988 |
| Take 5 Oil Change | | Seven Hills | | OH | | — |
| | 182 |
| | 201 |
| | — |
| | 383 |
| | (61 | ) | | 9/2/2014 | | 1987 |
| Take 5 Oil Change | | Solon | | OH | | — |
| | 233 |
| | 487 |
| | — |
| | 720 |
| | (123 | ) | | 9/2/2014 | | 1992 |
| Take 5 Oil Change | | Medina | | OH | | — |
| | 135 |
| | 414 |
| | (5 | ) | | 544 |
| | (110 | ) | | 9/2/2014 | | 1995 |
| Take 5 Oil Change | | South Euclid | | OH | | — |
| | 109 |
| | 561 |
| | — |
| | 670 |
| | (126 | ) | | 9/2/2014 | | 1986 |
| Take 5 Oil Change | | Stow | | OH | | — |
| | 230 |
| | 132 |
| | — |
| | 362 |
| | (45 | ) | | 9/2/2014 | | 1988 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Take 5 Oil Change | | Willoughby | | OH | | — |
| | 168 |
| | 425 |
| | — |
| | 593 |
| | (104 | ) | | 9/2/2014 | | 1986 |
| Dollar Tree/Family Dollar | | St. Matthews | | SC | | — |
| | 175 |
| | 828 |
| | — |
| | 1,003 |
| | (187 | ) | | 9/3/2014 | | 2014 |
| Archrock | | Fort Worth | | TX | | — |
| | 1,360 |
| | 5,704 |
| | — |
| | 7,064 |
| | (1,404 | ) | | 9/5/2014 | | 2011 |
| FedEx | | Marcy | | NY | | — |
| | 339 |
| | 5,795 |
| | — |
| | 6,134 |
| | (2,363 | ) | | 9/5/2014 | | 2006 |
| Dollar General | | Schneider | | IN | | — |
| | 124 |
| | 1,010 |
| | — |
| | 1,134 |
| | (225 | ) | | 9/17/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Parkton | | NC | | — |
| | 164 |
| | 894 |
| | — |
| | 1,058 |
| | (199 | ) | | 9/19/2014 | | 2014 |
| Dollar General | | Bainbridge | | IN | | — |
| | 131 |
| | 765 |
| | — |
| | 896 |
| | (174 | ) | | 9/22/2014 | | 2010 |
| AT&T | | Schaumburg | | IL | | — |
| | 2,364 |
| | 9,305 |
| | 775 |
| | 12,444 |
| | (2,901 | ) | | 9/24/2014 | | 1989 |
| Keane Frac | | Pleasanton | | TX | | — |
| | 328 |
| | 4,804 |
| | (2,858 | ) | | 2,274 |
| | (343 | ) | | 9/25/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Riverdale | | GA | | — |
| | 310 |
| | 1,188 |
| | — |
| | 1,498 |
| | (258 | ) | | 9/26/2014 | | 2014 |
| Dollar General | | Cullman | | AL | | — |
| | 221 |
| | 861 |
| | — |
| | 1,082 |
| | (200 | ) | | 9/26/2014 | | 2014 |
| Circle K | | Thomson | | GA | | — |
| | 637 |
| | 340 |
| | — |
| | 977 |
| | (104 | ) | | 9/26/2014 | | 1990 |
| Circle K | | Martinez | | GA | | — |
| | 293 |
| | 329 |
| | — |
| | 622 |
| | (97 | ) | | 9/26/2014 | | 1993 |
| Ashley Furniture HomeStore | | Jeffersontown | | KY | | — |
| | 1,966 |
| | 2,368 |
| | — |
| | 4,334 |
| | (710 | ) | | 9/26/2014 | | 1970 |
| Sunbelt Rentals | | Memphis | | TN | | — |
| | 365 |
| | 929 |
| | 128 |
| | 1,422 |
| | (275 | ) | | 9/26/2014 | | 1995 |
| Dollar General | | Bremen | | AL | | — |
| | 59 |
| | 1,017 |
| | — |
| | 1,076 |
| | (259 | ) | | 9/29/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Manning | | SC | | — |
| | 313 |
| | 960 |
| | — |
| | 1,273 |
| | (215 | ) | | 9/30/2014 | | 2014 |
| Owens & Minor | | Cleveland | | OH | | — |
| | 755 |
| | 6,077 |
| | (4 | ) | | 6,828 |
| | (1,547 | ) | | 9/30/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Anaconda | | MT | | — |
| | 164 |
| | 1,058 |
| | — |
| | 1,222 |
| | (251 | ) | | 9/30/2014 | | 2014 |
| DaVita Dialysis | | New Orleans | | LA | | — |
| | 511 |
| | 2,237 |
| | — |
| | 2,748 |
| | (474 | ) | | 9/30/2014 | | 2010 |
| Kum & Go | | Muskogee | | OK | | — |
| | 97 |
| | 973 |
| | — |
| | 1,070 |
| | (255 | ) | | 9/30/2014 | | 1999 |
| Mattress Firm | | Flint | | MI | | — |
| | 409 |
| | 1,164 |
| | — |
| | 1,573 |
| | (253 | ) | | 10/3/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Weatherford | | TX | | — |
| | 218 |
| | 1,057 |
| | (5 | ) | | 1,270 |
| | (258 | ) | | 10/10/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Parker | | SD | | — |
| | 117 |
| | 828 |
| | 1 |
| | 946 |
| | (213 | ) | | 10/10/2014 | | 2014 |
| Dollar Tree/Family Dollar | | New Britain | | CT | | — |
| | 484 |
| | 1,280 |
| | 26 |
| | 1,790 |
| | (281 | ) | | 10/14/2014 | | 2013 |
| Dollar Tree/Family Dollar | | Keota | | OK | | — |
| | 279 |
| | 872 |
| | — |
| | 1,151 |
| | (195 | ) | | 10/16/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Anthony | | FL | | — |
| | 242 |
| | 1,037 |
| | — |
| | 1,279 |
| | (245 | ) | | 10/30/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Kansas CIty | | KS | | — |
| | 290 |
| | 1,170 |
| | (5 | ) | | 1,455 |
| | (258 | ) | | 11/6/2014 | | 2014 |
| Advance Auto Parts | | Brooklyn | | CT | | — |
| | 324 |
| | 1,429 |
| | — |
| | 1,753 |
| | (297 | ) | | 11/7/2014 | | 2006 |
| SCP Distributors | | Knoxville | | TN | | — |
| | 251 |
| | 900 |
| | 191 |
| | 1,342 |
| | (247 | ) | | 11/20/2014 | | 1970 |
| SCP Distributors | | North Little Rock | | AR | | — |
| | 258 |
| | 1,665 |
| | (9 | ) | | 1,914 |
| | (372 | ) | | 11/20/2014 | | 2006 |
| Dollar General | | Oceana | | WV | | — |
| | 317 |
| | 1,023 |
| | — |
| | 1,340 |
| | (235 | ) | | 11/20/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Fayetteville | | GA | | — |
| | 217 |
| | 1,203 |
| | — |
| | 1,420 |
| | (255 | ) | | 11/20/2014 | | 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Mattress Firm | | South Bend | | IN | | — |
| | 289 |
| | 2,445 |
| | — |
| | 2,734 |
| | (486 | ) | | 2/24/2014 | | 2013 |
| Mattress Firm | | Bowling Green | | KY | | — |
| | 648 |
| | 973 |
| | — |
| | 1,621 |
| | (257 | ) | | 4/25/2013 | | 2012 |
| Mattress Firm | | Lafayette | | LA | | 1,194 |
| | — |
| | 1,251 |
| | — |
| | 1,251 |
| | (325 | ) | | 5/2/2013 | | 1995 |
| Mattress Firm | | Flint | | MI | | — |
| | 467 |
| | 1,323 |
| | — |
| | 1,790 |
| | (210 | ) | | 8/19/2014 | | 2014 |
| Mattress Firm | | Flint | | MI | | — |
| | 409 |
| | 1,164 |
| | — |
| | 1,573 |
| | (159 | ) | | 10/3/2014 | | 2014 |
| Mattress Firm | | Goldsboro | | NC | | — |
| | 349 |
| | 1,385 |
| | — |
| | 1,734 |
| | (215 | ) | | 5/29/2014 | | 2014 |
| Mattress Firm | | Greenville | | NC | | — |
| | 1,085 |
| | 1,085 |
| | — |
| | 2,170 |
| | (306 | ) | | 12/12/2012 | | 2012 |
| Mattress Firm | | Raleigh | | NC | | — |
| | 1,091 |
| | 1,091 |
| | — |
| | 2,182 |
| | (315 | ) | | 9/28/2012 | | 1997 |
| Mattress Firm | | Wilmington | | NC | | — |
| | 412 |
| | 1,257 |
| | — |
| | 1,669 |
| | (341 | ) | | 3/29/2013 | | 2013 |
| Mattress Firm | | Wilson | | NC | | — |
| | 373 |
| | 692 |
| | — |
| | 1,065 |
| | (200 | ) | | 9/28/2012 | | 2012 |
| Mattress Firm | | Painesville | | OH | | — |
| | 437 |
| | 1,318 |
| | — |
| | 1,755 |
| | (222 | ) | | 7/10/2014 | | 2014 |
| Mattress Firm | | Johnstown | | PA | | — |
| | 389 |
| | 906 |
| | 745 |
| | 2,040 |
| | (198 | ) | | 7/31/2013 | | 1995 |
| Mattress Firm | | Florence | | SC | | — |
| | 398 |
| | 929 |
| | (8 | ) | | 1,319 |
| | (261 | ) | | 12/7/2012 | | 2012 |
| Mattress Firm | | Rock Hill | | SC | | — |
| | 385 |
| | 898 |
| | — |
| | 1,283 |
| | (221 | ) | | 8/21/2013 | | 2008 |
| Mattress Firm | | Knoxville | | TN | | — |
| | 586 |
| | 1,088 |
| | — |
| | 1,674 |
| | (293 | ) | | 3/19/2013 | | 2012 |
| Mattress Firm | | Nederland | | TX | | — |
| | 311 |
| | 1,245 |
| | — |
| | 1,556 |
| | (360 | ) | | 9/26/2012 | | 1997 |
| Mattress Firm | | Bountiful | | UT | | — |
| | 736 |
| | 1,367 |
| | — |
| | 2,103 |
| | (385 | ) | | 12/31/2012 | | 2012 |
| Mattress Firm | | Spokane | | WA | | — |
| | 409 |
| | 1,685 |
| | — |
| | 2,094 |
| | (453 | ) | | 4/4/2013 | | 2013 |
| Mattress Firm | | Spokane | | WA | | — |
| | 511 |
| | 1,582 |
| | — |
| | 2,093 |
| | (434 | ) | | 3/28/2013 | | 2013 |
| McAlisters | | Murfreesboro | | TN | | — |
| | 310 |
| | 720 |
| | — |
| | 1,030 |
| | (184 | ) | | 6/27/2013 | | 1995 |
| McAlisters | | Sherman | | TX | | — |
| | 563 |
| | 1,223 |
| | — |
| | 1,786 |
| | (254 | ) | | 5/16/2014 | | 2013 |
| McAlisters | | Waco | | TX | | — |
| | 429 |
| | 791 |
| | — |
| | 1,220 |
| | (188 | ) | | 3/27/2014 | | 2000 |
| McDonald's | | Scotland Neck | | NC | | — |
| | 320 |
| | — |
| | — |
| | 320 |
| | — |
| | 6/27/2013 | | 2005 |
| MDC Holdings Inc. | | Denver | | CO | | — |
| | 12,648 |
| | 66,398 |
| | 397 |
| | 79,443 |
| | (14,281 | ) | | 11/5/2013 | | 2001 |
| MedAssets | | Plano | | TX | | — |
| | 10,432 |
| | 45,650 |
| | — |
| | 56,082 |
| | (7,870 | ) | | 2/7/2014 | | 2013 |
| The Medicines Co. | | Parsippany | | NJ | | 27,700 |
| | 5,150 |
| | 50,051 |
| | 523 |
| | 55,724 |
| | (8,992 | ) | | 2/7/2014 | | 2009 |
| Melrose Park Center | | Melrose Park | | IL | | — |
| | 6,143 |
| | 10,515 |
| | 597 |
| | 17,255 |
| | (2,113 | ) | | 2/7/2014 | | 2006 |
| Mercer Well Services | | Cleburne | | TX | | — |
| | 262 |
| | 369 |
| | — |
| | 631 |
| | (66 | ) | | 6/25/2014 | | 2008 |
| Merrill Lynch | | Hopewell | | NJ | | 74,250 |
| | 17,619 |
| | 108,349 |
| | (12,141 | ) | | 113,827 |
| | (9,953 | ) | | 2/7/2014 | | 2001 |
| Metro PCS | | Richardson | | TX | | 7,655 |
| | 1,292 |
| | 19,606 |
| | 769 |
| | 21,667 |
| | (4,180 | ) | | 11/5/2013 | | 1986 |
| Mezcal Mexican Restaurant | | Grafton | | OH | | — |
| | 64 |
| | 191 |
| | — |
| | 255 |
| | (51 | ) | | 7/31/2013 | | 1990 |
| Michael's | | Lancaster | | CA | | — |
| | 7,744 |
| | 33,872 |
| | — |
| | 41,616 |
| | (122 | ) | | 11/20/2017 | | 1998 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Lancaster | | NH | | — |
| | 456 |
| | 1,294 |
| | (2 | ) | | 1,748 |
| | (287 | ) | | 12/12/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Kansas CIty | | KS | | — |
| | 352 |
| | 1,026 |
| | (1 | ) | | 1,377 |
| | (230 | ) | | 12/18/2014 | | 1995 |
| Dollar Tree/Family Dollar | | Cloudcroft | | NM | | — |
| | 184 |
| | 1,344 |
| | — |
| | 1,528 |
| | (312 | ) | | 12/18/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Omaha | | NE | | — |
| | 141 |
| | 1,159 |
| | 4 |
| | 1,304 |
| | (282 | ) | | 12/18/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Omaha | | NE | | — |
| | 196 |
| | 1,334 |
| | — |
| | 1,530 |
| | (341 | ) | | 12/19/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Lake Alfred | | FL | | — |
| | 484 |
| | 1,006 |
| | — |
| | 1,490 |
| | (189 | ) | | 12/23/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Stratford | | NJ | | — |
| | 378 |
| | 1,511 |
| | (173 | ) | | 1,716 |
| | (281 | ) | | 12/31/2014 | | 2014 |
| Dollar Tree/Family Dollar | | Ennis | | MT | | — |
| | 246 |
| | — |
| | 773 |
| | 1,019 |
| | (215 | ) | | 1/8/2015 | | 2014 |
| Dollar Tree/Family Dollar | | Huntsville | | AL | | — |
| | 628 |
| | 924 |
| | — |
| | 1,552 |
| | (193 | ) | | 1/12/2015 | | 2014 |
| Dollar Tree/Family Dollar | | Columbia | | SC | | — |
| | 489 |
| | 943 |
| | — |
| | 1,432 |
| | (194 | ) | | 2/3/2015 | | 2013 |
| Dollar Tree/Family Dollar | | Waterflow | | NM | | — |
| | 175 |
| | — |
| | 1,294 |
| | 1,469 |
| | (189 | ) | | 2/5/2015 | | 2014 |
| Dollar Tree/Family Dollar | | Broaddus | | TX | | — |
| | 75 |
| | — |
| | 921 |
| | 996 |
| | (205 | ) | | 2/6/2015 | | 1995 |
| Dollar Tree/Family Dollar | | Springer | | NM | | — |
| | 106 |
| | — |
| | 1,198 |
| | 1,304 |
| | (245 | ) | | 2/11/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Arlington | | TX | | — |
| | 425 |
| | — |
| | 1,112 |
| | 1,537 |
| | (97 | ) | | 2/13/2015 | | 2017 |
| Dollar Tree/Family Dollar | | North | | SC | | — |
| | 193 |
| | 979 |
| | — |
| | 1,172 |
| | (203 | ) | | 2/23/2015 | | 2013 |
| Dollar Tree/Family Dollar | | El Reno | | OK | | — |
| | 225 |
| | — |
| | 968 |
| | 1,193 |
| | (229 | ) | | 3/2/2015 | | 1995 |
| Dollar Tree/Family Dollar | | Carrizozo | | NM | | — |
| | 250 |
| | — |
| | 1,113 |
| | 1,363 |
| | (228 | ) | | 3/6/2015 | | 2014 |
| Dollar Tree/Family Dollar | | Whitehall | | MT | | — |
| | 132 |
| | — |
| | 1,064 |
| | 1,196 |
| | (293 | ) | | 3/19/2015 | | 1995 |
| Dollar Tree/Family Dollar | | Wolcott | | NY | | — |
| | 197 |
| | 1,193 |
| | — |
| | 1,390 |
| | (266 | ) | | 3/25/2015 | | 2014 |
| Dollar Tree/Family Dollar | | Tyndall | | SD | | — |
| | 72 |
| | — |
| | 1,072 |
| | 1,144 |
| | (214 | ) | | 3/31/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Wilmington | | DE | | — |
| | 540 |
| | 1,218 |
| | — |
| | 1,758 |
| | (252 | ) | | 4/21/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Lemmon | | SD | | — |
| | 140 |
| | — |
| | 1,021 |
| | 1,161 |
| | (183 | ) | | 5/1/2015 | | 2015 |
| FedEx | | Rapid City | | SD | | — |
| | 305 |
| | 2,741 |
| | 4,583 |
| | 7,629 |
| | (1,693 | ) | | 5/8/2015 | | 2007 |
| Dollar Tree/Family Dollar | | McLaughlin | | SD | | — |
| | 35 |
| | — |
| | 1,093 |
| | 1,128 |
| | (188 | ) | | 5/12/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Oklahoma City | | OK | | — |
| | 403 |
| | — |
| | 988 |
| | 1,391 |
| | (186 | ) | | 5/15/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Belen | | NM | | — |
| | 350 |
| | — |
| | 969 |
| | 1,319 |
| | (214 | ) | | 5/29/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Mesquite | | TX | | — |
| | 426 |
| | — |
| | 1,146 |
| | 1,572 |
| | (227 | ) | | 5/29/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Logan | | NM | | — |
| | 80 |
| | — |
| | 1,147 |
| | 1,227 |
| | (218 | ) | | 5/29/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Mesquite | | TX | | — |
| | 1,460 |
| | — |
| | (183 | ) | | 1,277 |
| | (213 | ) | | 7/9/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Poteau | | OK | | — |
| | 310 |
| | — |
| | 925 |
| | 1,235 |
| | (187 | ) | | 8/7/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Fort Worth | | TX | | — |
| | 276 |
| | 935 |
| | — |
| | 1,211 |
| | (176 | ) | | 8/21/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Mesquite | | TX | | — |
| | 1,414 |
| | — |
| | (8 | ) | | 1,406 |
| | (212 | ) | | 9/1/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Velarde | | NM | | — |
| | 183 |
| | — |
| | 1,122 |
| | 1,305 |
| | (223 | ) | | 9/2/2015 | | 2015 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Michael's | | Lafayette | | LA | | — |
| | 1,831 |
| | 3,631 |
| | — |
| | 5,462 |
| | (834 | ) | | 2/7/2014 | | 2011 |
| Michelin | | Louisville | | KY | | — |
| | 1,120 |
| | 7,763 |
| | 15 |
| | 8,898 |
| | (1,953 | ) | | 11/5/2013 | | 2011 |
| Millenium Chem | | Glen Burnie | | MD | | — |
| | 2,127 |
| | 23,198 |
| | (3,894 | ) | | 21,431 |
| | (1,778 | ) | | 2/21/2014 | | 1984 |
| Miraca Life Sciences | | Irving | | TX | | — |
| | 3,237 |
| | 37,297 |
| | 341 |
| | 40,875 |
| | (7,129 | ) | | 4/28/2014 | | 1997 |
| Mister Car Wash | | Florence | | AL | | — |
| | 198 |
| | 1,376 |
| | — |
| | 1,574 |
| | (8 | ) | | 10/17/2017 | | 2008 |
| Mister Car Wash | | Florence | | AL | | — |
| | 404 |
| | 1,605 |
| | — |
| | 2,009 |
| | (12 | ) | | 10/17/2017 | | 2016 |
| Mister Car Wash | | Muscle Shoals | | AL | | — |
| | 378 |
| | 1,445 |
| | — |
| | 1,823 |
| | (9 | ) | | 10/17/2017 | | 2008 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 662 |
| | 777 |
| | — |
| | 1,439 |
| | (14 | ) | | 5/16/2017 | | 2002 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 779 |
| | 1,600 |
| | — |
| | 2,379 |
| | (32 | ) | | 4/18/2017 | | 2001 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 721 |
| | 996 |
| | — |
| | 1,717 |
| | (17 | ) | | 5/16/2017 | | 1984 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 458 |
| | 938 |
| | — |
| | 1,396 |
| | (17 | ) | | 5/16/2017 | | 1961 |
| Mister Car Wash | | Kentwood | | MI | | — |
| | 238 |
| | 877 |
| | — |
| | 1,115 |
| | (16 | ) | | 5/16/2017 | | 1979 |
| Monro Muffler | | Lewiston | | ME | | — |
| | 279 |
| | 1,115 |
| | — |
| | 1,394 |
| | (299 | ) | | 5/10/2013 | | 1976 |
| Monro Muffler | | Waukesha | | WI | | — |
| | 228 |
| | 684 |
| | — |
| | 912 |
| | (177 | ) | | 7/23/2013 | | 2002 |
| Monterey's Tex Mex | | Tulsa | | OK | | — |
| | 135 |
| | 406 |
| | (326 | ) | | 215 |
| | (13 | ) | | 7/31/2013 | | 2001 |
| MotoMart | | St. Charles | | MO | | — |
| | 1,085 |
| | 1,980 |
| | — |
| | 3,065 |
| | (473 | ) | | 2/7/2014 | | 2009 |
| MS Energy Service | | Midland | | TX | | — |
| | 1,165 |
| | 948 |
| | — |
| | 2,113 |
| | (167 | ) | | 6/12/2014 | | 2012 |
| My Dentist | | Chickasha | | OK | | — |
| | 100 |
| | 186 |
| | — |
| | 286 |
| | (49 | ) | | 6/27/2013 | | 1995 |
| N/A - Billboard | | Memphis | | TN | | — |
| | 33 |
| | — |
| | — |
| | 33 |
| | — |
| | 7/31/2013 | | 1995 |
| N/A - Billboard | | Memphis | | TN | | — |
| | 63 |
| | — |
| | — |
| | 63 |
| | — |
| | 7/31/2013 | | 1995 |
| N/A - Billboard | | Memphis | | TN | | — |
| | 73 |
| | — |
| | — |
| | 73 |
| | — |
| | 7/31/2013 | | 1995 |
| N/A - Billboard | | Memphis | | TN | | — |
| | 90 |
| | — |
| | — |
| | 90 |
| | — |
| | 7/31/2013 | | 1995 |
| N/A - Parking Lot | | Kingston | | PA | | — |
| | 29 |
| | — |
| | — |
| | 29 |
| | — |
| | 6/27/2013 | | 1995 |
| National Tire & Battery | | St. Louis | | MO | | — |
| | 756 |
| | 924 |
| | — |
| | 1,680 |
| | (275 | ) | | 10/31/2012 | | 1998 |
| National Tire & Battery | | Nashville | | TN | | 799 |
| | 603 |
| | 1,373 |
| | — |
| | 1,976 |
| | (268 | ) | | 2/7/2014 | | 1978 |
| Natural Grocers | | Gilbert | | AZ | | — |
| | 2,113 |
| | 3,211 |
| | — |
| | 5,324 |
| | (78 | ) | | 3/1/2017 | | 2016 |
| Natural Grocers | | Gilbert | | AZ | | — |
| | 2,100 |
| | 3,231 |
| | — |
| | 5,331 |
| | (79 | ) | | 3/1/2017 | | 2016 |
| Natural Grocers | | Tucson | | AZ | | — |
| | 1,571 |
| | 3,637 |
| | — |
| | 5,208 |
| | (101 | ) | | 3/1/2017 | | 2016 |
| Natural Grocers | | Salem | | OR | | — |
| | 1,339 |
| | 3,886 |
| | — |
| | 5,225 |
| | (808 | ) | | 2/7/2014 | | 2013 |
| Nestle Holdings | | Breinigsville | | PA | | — |
| | 7,381 |
| | 66,948 |
| | — |
| | 74,329 |
| | (16,846 | ) | | 11/5/2013 | | 1994 |
| Northern Tool & Equipment | | Ocala | | FL | | 1,598 |
| | 1,693 |
| | 2,727 |
| | — |
| | 4,420 |
| | (567 | ) | | 2/7/2014 | | 2008 |
| Northrop Grumman | | El Segundo | | CA | | — |
| | 15,935 |
| | 67,908 |
| | — |
| | 83,843 |
| | (11,640 | ) | | 6/27/2014 | | 1972 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Dollar Tree/Family Dollar | | Geary | | OK | | — |
| | 167 |
| | 882 |
| | — |
| | 1,049 |
| | (164 | ) | | 10/14/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Porum | | OK | | — |
| | 18 |
| | — |
| | 995 |
| | 1,013 |
| | (197 | ) | | 11/5/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Industry | | TX | | — |
| | 190 |
| | — |
| | 902 |
| | 1,092 |
| | (199 | ) | | 11/9/2015 | | 2014 |
| Dollar Tree/Family Dollar | | Arlington | | TX | | — |
| | 300 |
| | — |
| | 1,059 |
| | 1,359 |
| | (189 | ) | | 12/4/2015 | | 1995 |
| Dollar Tree/Family Dollar | | Balch Springs | | TX | | — |
| | 318 |
| | — |
| | 1,208 |
| | 1,526 |
| | (210 | ) | | 12/11/2015 | | 2015 |
| Dollar Tree/Family Dollar | | Raytown | | MO | | — |
| | 415 |
| | — |
| | 1,287 |
| | 1,702 |
| | (266 | ) | | 12/23/2015 | | 2014 |
| Dollar Tree/Family Dollar | | Texhoma | | OK | | — |
| | 150 |
| | — |
| | 911 |
| | 1,061 |
| | (160 | ) | | 2/24/2016 | | 2015 |
| Dollar Tree/Family Dollar | | Three Forks | | MT | | — |
| | 250 |
| | — |
| | 953 |
| | 1,203 |
| | (179 | ) | | 3/3/2016 | | 2014 |
| Dollar Tree/Family Dollar | | Fort Worth | | TX | | — |
| | 350 |
| | — |
| | 1,015 |
| | 1,365 |
| | (163 | ) | | 3/31/2016 | | 2015 |
| LA Fitness | | Boynton Beach | | FL | | — |
| | 1,485 |
| | 9,945 |
| | — |
| | 11,430 |
| | (927 | ) | | 11/22/2016 | | 2005 |
| LA Fitness | | Miami | | FL | | — |
| | 2,730 |
| | 8,671 |
| | — |
| | 11,401 |
| | (833 | ) | | 11/22/2016 | | 2015 |
| LA Fitness | | McKinney | | TX | | — |
| | 2,039 |
| | 7,787 |
| | — |
| | 9,826 |
| | (759 | ) | | 11/22/2016 | | 2005 |
| LA Fitness | | St. Clair Shores | | MI | | — |
| | 2,163 |
| | 6,787 |
| | — |
| | 8,950 |
| | (706 | ) | | 11/22/2016 | | 1982 |
| Floor & Decor | | McDonough | | GA | | — |
| | 1,859 |
| | 7,711 |
| | — |
| | 9,570 |
| | (725 | ) | | 12/13/2016 | | 2015 |
| At Home | | Florence | | KY | | — |
| | 6,794 |
| | 5,968 |
| | — |
| | 12,762 |
| | (1,085 | ) | | 12/14/2016 | | 1992 |
| Academy Sports + Outdoors | | Johnson City | | TN | | — |
| | 1,902 |
| | 6,440 |
| | — |
| | 8,342 |
| | (594 | ) | | 12/19/2016 | | 2015 |
| Best Buy | | Findlay | | OH | | — |
| | 3,313 |
| | 37,568 |
| | 2,750 |
| | 43,631 |
| | (3,079 | ) | | 2/15/2017 | | 1996 |
| Natural Grocers | | Gilbert | | AZ | | — |
| | 2,113 |
| | 3,211 |
| | — |
| | 5,324 |
| | (276 | ) | | 3/1/2017 | | 2016 |
| Natural Grocers | | Gilbert | | AZ | | — |
| | 2,100 |
| | 3,231 |
| | — |
| | 5,331 |
| | (278 | ) | | 3/1/2017 | | 2016 |
| Natural Grocers | | Tucson | | AZ | | — |
| | 1,571 |
| | 3,637 |
| | — |
| | 5,208 |
| | (355 | ) | | 3/1/2017 | | 2016 |
| SuperAmerica | | Waite Park | | MN | | — |
| | 316 |
| | 333 |
| | — |
| | 649 |
| | (31 | ) | | 3/27/2017 | | 1999 |
| SuperAmerica | | St. Cloud | | MN | | — |
| | 126 |
| | 151 |
| | — |
| | 277 |
| | (15 | ) | | 3/27/2017 | | 1968 |
| SuperAmerica | | St. Cloud | | MN | | — |
| | 330 |
| | 365 |
| | — |
| | 695 |
| | (36 | ) | | 3/27/2017 | | 1984 |
| SuperAmerica | | Waite Park | | MN | | — |
| | 770 |
| | 503 |
| | 1 |
| | 1,274 |
| | (48 | ) | | 3/27/2017 | | 1999 |
| SuperAmerica | | St. Cloud | | MN | | — |
| | 104 |
| | 136 |
| | — |
| | 240 |
| | (13 | ) | | 3/27/2017 | | 1922 |
| SuperAmerica | | St. Cloud | | MN | | — |
| | 582 |
| | 657 |
| | — |
| | 1,239 |
| | (66 | ) | | 3/27/2017 | | 1987 |
| SuperAmerica | | Sartell | | MN | | — |
| | 718 |
| | 486 |
| | 1 |
| | 1,205 |
| | (44 | ) | | 3/27/2017 | | 2000 |
| SuperAmerica | | Sauk Rapids | | MN | | — |
| | 419 |
| | 753 |
| | — |
| | 1,172 |
| | (71 | ) | | 3/27/2017 | | 1997 |
| SuperAmerica | | Pierz | | MN | | — |
| | 67 |
| | 411 |
| | — |
| | 478 |
| | (39 | ) | | 3/27/2017 | | 1996 |
| SuperAmerica | | St. Cloud | | MN | | — |
| | 361 |
| | 433 |
| | 1 |
| | 795 |
| | (43 | ) | | 3/27/2017 | | 1987 |
| SuperAmerica | | Foley | | MN | | — |
| | 72 |
| | 276 |
| | — |
| | 348 |
| | (27 | ) | | 3/27/2017 | | 1984 |
| SuperAmerica | | Pequot Lakes | | MN | | — |
| | 158 |
| | 1,489 |
| | — |
| | 1,647 |
| | (149 | ) | | 3/27/2017 | | 1983 |
| LA Fitness | | Rowlett | | TX | | — |
| | 2,539 |
| | 7,668 |
| | 406 |
| | 10,613 |
| | (663 | ) | | 4/11/2017 | | 2006 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| NTT Data | | Lincoln | | NE | | — |
| | 2,812 |
| | 25,566 |
| | — |
| | 28,378 |
| | (4,640 | ) | | 2/7/2014 | | 2009 |
| NTW | | Morrow | | GA | | — |
| | 397 |
| | 1,586 |
| | — |
| | 1,983 |
| | (491 | ) | | 6/5/2012 | | 1992 |
| O'Charley's | | Dalton | | GA | | — |
| | 406 |
| | 1,817 |
| | — |
| | 2,223 |
| | (473 | ) | | 6/27/2013 | | 1993 |
| O'Charley's | | Tucker | | GA | | — |
| | 1,037 |
| | 866 |
| | — |
| | 1,903 |
| | (225 | ) | | 6/27/2013 | | 1993 |
| Old Country Buffet | | Burbank | | CA | | — |
| | 246 |
| | 1,309 |
| | (1,094 | ) | | 461 |
| | (71 | ) | | 1/8/2014 | | 2001 |
| Old Country Buffet | | Fresno | | CA | | — |
| | 326 |
| | 1,306 |
| | (1,282 | ) | | 350 |
| | (57 | ) | | 1/8/2014 | | 2003 |
| Olive Garden | | Flagstaff | | AZ | | — |
| | 875 |
| | 455 |
| | — |
| | 1,330 |
| | (62 | ) | | 7/28/2014 | | 1996 |
| Olive Garden | | Altamonte Springs | | FL | | — |
| | 699 |
| | 4,023 |
| | — |
| | 4,722 |
| | (432 | ) | | 7/28/2014 | | 2006 |
| Olive Garden | | Leesburg | | FL | | — |
| | 692 |
| | 1,837 |
| | — |
| | 2,529 |
| | (185 | ) | | 7/28/2014 | | 1990 |
| Olive Garden | | Port Charlotte | | FL | | — |
| | 1,454 |
| | 4,156 |
| | — |
| | 5,610 |
| | (385 | ) | | 7/28/2014 | | 1990 |
| Olive Garden | | Salisbury | | MD | | — |
| | 1,171 |
| | 3,144 |
| | — |
| | 4,315 |
| | (301 | ) | | 7/28/2014 | | 1995 |
| Olive Garden | | Cary | | NC | | — |
| | 1,545 |
| | 6,603 |
| | — |
| | 8,148 |
| | (598 | ) | | 7/28/2014 | | 1992 |
| Olive Garden | | Oklahoma City | | OK | | — |
| | 819 |
| | 4,053 |
| | — |
| | 4,872 |
| | (378 | ) | | 7/28/2014 | | 1991 |
| Olive Garden | | Langhorne | | PA | | — |
| | 970 |
| | 3,717 |
| | — |
| | 4,687 |
| | (346 | ) | | 7/28/2014 | | 1996 |
| Olive Garden | | Pittsburgh | | PA | | — |
| | 1,560 |
| | 1,422 |
| | — |
| | 2,982 |
| | (181 | ) | | 7/28/2014 | | 2003 |
| Olive Garden | | Houston | | TX | | — |
| | 973 |
| | 2,902 |
| | — |
| | 3,875 |
| | (279 | ) | | 7/28/2014 | | 1994 |
| Olive Garden | | Chesapeake | | VA | | — |
| | 1,382 |
| | 2,252 |
| | — |
| | 3,634 |
| | (224 | ) | | 7/28/2014 | | 1991 |
| Olive Garden | | Manassas | | VA | | — |
| | 1,965 |
| | 2,585 |
| | — |
| | 4,550 |
| | (252 | ) | | 7/28/2014 | | 1993 |
| Olive Garden | | Silverdale | | WA | | — |
| | 1,752 |
| | 2,015 |
| | — |
| | 3,767 |
| | (204 | ) | | 7/28/2014 | | 1993 |
| Olive Garden | | Morgantown | | WV | | — |
| | 1,765 |
| | 2,199 |
| | — |
| | 3,964 |
| | (281 | ) | | 7/28/2014 | | 2006 |
| Omnipoint Communication | | Indianapolis | | IN | | 49,838 |
| | 5,770 |
| | 64,073 |
| | 2,108 |
| | 71,951 |
| | (14,607 | ) | | 5/9/2013 | | 2000 |
| On the Border | | Rogers | | AR | | 950 |
| | 655 |
| | 1,500 |
| | — |
| | 2,155 |
| | (368 | ) | | 2/7/2014 | | 2002 |
| On the Border | | Mesa | | AZ | | 1,804 |
| | 2,090 |
| | 1,534 |
| | — |
| | 3,624 |
| | (378 | ) | | 2/7/2014 | | 1998 |
| On the Border | | Peoria | | AZ | | 1,562 |
| | 2,129 |
| | 1,352 |
| | — |
| | 3,481 |
| | (305 | ) | | 2/7/2014 | | 1998 |
| On the Border | | Alpharetta | | GA | | — |
| | 1,771 |
| | 1,842 |
| | — |
| | 3,613 |
| | (450 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Buford | | GA | | — |
| | 1,786 |
| | 1,506 |
| | — |
| | 3,292 |
| | (374 | ) | | 2/7/2014 | | 2001 |
| On the Border | | Naperville | | IL | | — |
| | 2,549 |
| | 1,414 |
| | — |
| | 3,963 |
| | (409 | ) | | 2/7/2014 | | 1997 |
| On the Border | | West Springfield | | MA | | 2,000 |
| | 413 |
| | 4,173 |
| | — |
| | 4,586 |
| | (967 | ) | | 2/7/2014 | | 1995 |
| On the Border | | Auburn Hills | | MI | | — |
| | 1,355 |
| | 2,745 |
| | — |
| | 4,100 |
| | (623 | ) | | 2/7/2014 | | 1999 |
| On the Border | | Novi | | MI | | — |
| | 444 |
| | 3,176 |
| | — |
| | 3,620 |
| | (700 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Kansas City | | MO | | 1,454 |
| | 1,743 |
| | 1,039 |
| | — |
| | 2,782 |
| | (313 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Lees Summit | | MO | | 1,200 |
| | 1,647 |
| | 1,008 |
| | — |
| | 2,655 |
| | (297 | ) | | 2/7/2014 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 779 |
| | 1,600 |
| | — |
| | 2,379 |
| | (123 | ) | | 4/18/2017 | | 2001 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 721 |
| | 996 |
| | — |
| | 1,717 |
| | (73 | ) | | 5/16/2017 | | 1984 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 458 |
| | 938 |
| | — |
| | 1,396 |
| | (71 | ) | | 5/16/2017 | | 1961 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 662 |
| | 777 |
| | — |
| | 1,439 |
| | (58 | ) | | 5/16/2017 | | 2002 |
| Mister Car Wash | | Kentwood | | MI | | — |
| | 238 |
| | 877 |
| | — |
| | 1,115 |
| | (68 | ) | | 5/16/2017 | | 1979 |
| Fresh Thyme Farmers Market | | Canton | | MI | | — |
| | 1,361 |
| | 6,976 |
| | — |
| | 8,337 |
| | (565 | ) | | 5/18/2017 | | 2017 |
| Take 5 Oil Change | | Miamisburg | | OH | | — |
| | 246 |
| | 486 |
| | — |
| | 732 |
| | (39 | ) | | 6/8/2017 | | 1992 |
| Take 5 Oil Change | | Florence | | KY | | — |
| | 279 |
| | 896 |
| | — |
| | 1,175 |
| | (65 | ) | | 6/8/2017 | | 1998 |
| Take 5 Oil Change | | Fort Wright | | KY | | — |
| | 179 |
| | 816 |
| | — |
| | 995 |
| | (63 | ) | | 6/8/2017 | | 1995 |
| Take 5 Oil Change | | Lawrenceburg | | IN | | — |
| | 516 |
| | 721 |
| | — |
| | 1,237 |
| | (59 | ) | | 6/8/2017 | | 2017 |
| Take 5 Oil Change | | Erlanger | | KY | | — |
| | 337 |
| | 1,072 |
| | — |
| | 1,409 |
| | (76 | ) | | 6/8/2017 | | 2003 |
| Take 5 Oil Change | | Moraine | | OH | | — |
| | 415 |
| | 692 |
| | — |
| | 1,107 |
| | (51 | ) | | 6/8/2017 | | 1995 |
| Take 5 Oil Change | | Alexandria | | KY | | — |
| | 294 |
| | 677 |
| | — |
| | 971 |
| | (50 | ) | | 6/8/2017 | | 1996 |
| Tractor Supply | | Buena Vista | | CO | | — |
| | 646 |
| | 2,974 |
| | — |
| | 3,620 |
| | (228 | ) | | 6/16/2017 | | 2014 |
| Hobby Lobby | | Algonquin | | IL | | — |
| | 998 |
| | 4,580 |
| | — |
| | 5,578 |
| | (357 | ) | | 6/23/2017 | | 2012 |
| Bob Evans | | Amherst | | OH | | — |
| | 163 |
| | 1,557 |
| | — |
| | 1,720 |
| | (126 | ) | | 6/26/2017 | | 1987 |
| Bob Evans | | Brunswick | | OH | | — |
| | 1,147 |
| | 1,088 |
| | — |
| | 2,235 |
| | (95 | ) | | 6/26/2017 | | 1992 |
| Bob Evans | | Cincinnati | | OH | | — |
| | 563 |
| | 1,706 |
| | — |
| | 2,269 |
| | (149 | ) | | 6/26/2017 | | 2003 |
| Bob Evans | | Cincinnati | | OH | | — |
| | 601 |
| | 1,529 |
| | — |
| | 2,130 |
| | (135 | ) | | 6/26/2017 | | 2002 |
| Bob Evans | | East Peoria | | IL | | — |
| | 717 |
| | 1,142 |
| | — |
| | 1,859 |
| | (99 | ) | | 6/26/2017 | | 1993 |
| Bob Evans | | Indianapolis | | IN | | — |
| | 430 |
| | 708 |
| | — |
| | 1,138 |
| | (62 | ) | | 6/26/2017 | | 2002 |
| Bob Evans | | Jackson | | MI | | — |
| | 980 |
| | 1,305 |
| | — |
| | 2,285 |
| | (102 | ) | | 6/26/2017 | | 2005 |
| Bob Evans | | Lancaster | | OH | | — |
| | 626 |
| | 1,546 |
| | — |
| | 2,172 |
| | (131 | ) | | 6/26/2017 | | 1998 |
| Bob Evans | | Lima | | OH | | — |
| | 366 |
| | 1,631 |
| | — |
| | 1,997 |
| | (139 | ) | | 6/26/2017 | | 2000 |
| Bob Evans | | Marion | | OH | | — |
| | 469 |
| | 1,657 |
| | — |
| | 2,126 |
| | (143 | ) | | 6/26/2017 | | 2008 |
| Bob Evans | | Medina | | OH | | — |
| | 496 |
| | 1,050 |
| | — |
| | 1,546 |
| | (93 | ) | | 6/26/2017 | | 2000 |
| Bob Evans | | Mentor | | OH | | — |
| | 626 |
| | 929 |
| | — |
| | 1,555 |
| | (80 | ) | | 6/26/2017 | | 1999 |
| Bob Evans | | Mount Vernon | | OH | | — |
| | 343 |
| | 1,338 |
| | — |
| | 1,681 |
| | (119 | ) | | 6/26/2017 | | 2011 |
| Bob Evans | | Muskegon | | MI | | — |
| | 550 |
| | 860 |
| | — |
| | 1,410 |
| | (70 | ) | | 6/26/2017 | | 2001 |
| Bob Evans | | Newark | | DE | | — |
| | 869 |
| | 810 |
| | — |
| | 1,679 |
| | (62 | ) | | 6/26/2017 | | 1996 |
| Bob Evans | | Phoenixville | | PA | | — |
| | 495 |
| | 438 |
| | — |
| | 933 |
| | (34 | ) | | 6/26/2017 | | 1999 |
| Bob Evans | | Stow | | OH | | — |
| | 418 |
| | 1,416 |
| | — |
| | 1,834 |
| | (125 | ) | | 6/26/2017 | | 2002 |
| Bob Evans | | Troy | | OH | | — |
| | 512 |
| | 1,255 |
| | — |
| | 1,767 |
| | (109 | ) | | 6/26/2017 | | 1992 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| On the Border | | Concord Mills | | NC | | — |
| | 1,903 |
| | 1,456 |
| | — |
| | 3,359 |
| | (398 | ) | | 2/7/2014 | | 2000 |
| On the Border | | Mount Laurel | | NJ | | 713 |
| | 1,446 |
| | 1,938 |
| | — |
| | 3,384 |
| | (473 | ) | | 2/7/2014 | | 2004 |
| On the Border | | W. Windsor | | NJ | | 2,433 |
| | 1,489 |
| | 1,703 |
| | — |
| | 3,192 |
| | (549 | ) | | 2/7/2014 | | 1998 |
| On the Border | | Columbus | | OH | | 1,925 |
| | 1,594 |
| | 1,558 |
| | — |
| | 3,152 |
| | (442 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Oklahoma City | | OK | | — |
| | 859 |
| | 2,310 |
| | — |
| | 3,169 |
| | (572 | ) | | 2/7/2014 | | 1996 |
| On the Border | | Tulsa | | OK | | — |
| | 740 |
| | 2,956 |
| | — |
| | 3,696 |
| | (714 | ) | | 2/7/2014 | | 1995 |
| On the Border | | Burleson | | TX | | — |
| | 891 |
| | 2,844 |
| | — |
| | 3,735 |
| | (680 | ) | | 2/7/2014 | | 2000 |
| On the Border | | College Station | | TX | | — |
| | 2,218 |
| | 1,471 |
| | — |
| | 3,689 |
| | (358 | ) | | 2/7/2014 | | 1997 |
| On the Border | | Denton | | TX | | — |
| | 1,419 |
| | 2,012 |
| | — |
| | 3,431 |
| | (490 | ) | | 2/7/2014 | | 2002 |
| On the Border | | Desoto | | TX | | — |
| | 751 |
| | 3,207 |
| | — |
| | 3,958 |
| | (734 | ) | | 2/7/2014 | | 1998 |
| On the Border | | Ft. Worth | | TX | | — |
| | 1,222 |
| | 2,991 |
| | — |
| | 4,213 |
| | (693 | ) | | 2/7/2014 | | 1999 |
| On the Border | | Garland | | TX | | — |
| | 1,065 |
| | 1,692 |
| | — |
| | 2,757 |
| | (403 | ) | | 2/7/2014 | | 2007 |
| On the Border | | Lubbock | | TX | | — |
| | 375 |
| | 3,679 |
| | — |
| | 4,054 |
| | (818 | ) | | 2/7/2014 | | 1994 |
| On the Border | | Rockwall | | TX | | — |
| | 693 |
| | 3,244 |
| | — |
| | 3,937 |
| | (700 | ) | | 2/7/2014 | | 1999 |
| On the Border | | Woodbridge | | VA | | — |
| | 1,799 |
| | 899 |
| | — |
| | 2,698 |
| | (441 | ) | | 2/7/2014 | | 1998 |
| O'Reilly Auto Parts | | Oneonta | | AL | | — |
| | 81 |
| | 460 |
| | — |
| | 541 |
| | (134 | ) | | 8/2/2012 | | 2000 |
| O'Reilly Auto Parts | | Louisville | | KY | | — |
| | 573 |
| | 794 |
| | — |
| | 1,367 |
| | (167 | ) | | 2/7/2014 | | 2011 |
| O'Reilly Auto Parts | | Breaux Bridge | | LA | | — |
| | 139 |
| | 738 |
| | — |
| | 877 |
| | (157 | ) | | 2/7/2014 | | 2009 |
| O'Reilly Auto Parts | | Central | | LA | | — |
| | 104 |
| | 915 |
| | — |
| | 1,019 |
| | (188 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | La Place | | LA | | — |
| | 342 |
| | 819 |
| | — |
| | 1,161 |
| | (173 | ) | | 2/7/2014 | | 2008 |
| O'Reilly Auto Parts | | New Roads | | LA | | — |
| | 175 |
| | 737 |
| | — |
| | 912 |
| | (158 | ) | | 2/7/2014 | | 2008 |
| O'Reilly Auto Parts | | Ravenna | | OH | | — |
| | 144 |
| | 1,137 |
| | — |
| | 1,281 |
| | (230 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Willard | | OH | | — |
| | 137 |
| | 877 |
| | — |
| | 1,014 |
| | (173 | ) | | 2/7/2014 | | 2011 |
| O'Reilly Auto Parts | | Highlands | | TX | | 485 |
| | 281 |
| | 813 |
| | — |
| | 1,094 |
| | (153 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Houston | | TX | | 560 |
| | 340 |
| | 895 |
| | — |
| | 1,235 |
| | (169 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | San Antonio | | TX | | 703 |
| | 439 |
| | 1,030 |
| | — |
| | 1,469 |
| | (200 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Christiansburg | | VA | | 646 |
| | 562 |
| | 793 |
| | — |
| | 1,355 |
| | (155 | ) | | 2/7/2014 | | 2010 |
| O'Reilly Auto Parts | | Laramie | | WY | | — |
| | 144 |
| | 1,297 |
| | — |
| | 1,441 |
| | (372 | ) | | 10/12/2012 | | 1999 |
| Outback Steakhouse | | Fort Smith | | AR | | — |
| | 841 |
| | 1,996 |
| | — |
| | 2,837 |
| | (492 | ) | | 2/7/2014 | | 1999 |
| Outback Steakhouse | | Centennial | | CO | | — |
| | 1,378 |
| | 1,397 |
| | — |
| | 2,775 |
| | (351 | ) | | 2/7/2014 | | 1996 |
| Outback Steakhouse | | Jacksonville | | FL | | — |
| | 770 |
| | 2,261 |
| | — |
| | 3,031 |
| | (497 | ) | | 2/7/2014 | | 2001 |
| Outback Steakhouse | | Sebring | | FL | | — |
| | 981 |
| | 1,695 |
| | — |
| | 2,676 |
| | (421 | ) | | 2/7/2014 | | 2001 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Bob Evans | | Wapakoneta | | OH | | — |
| | 253 |
| | 1,479 |
| | — |
| | 1,732 |
| | (131 | ) | | 6/26/2017 | | 2001 |
| Bob Evans | | Wilkes-Barre | | PA | | — |
| | 373 |
| | 714 |
| | — |
| | 1,087 |
| | (56 | ) | | 6/26/2017 | | 2003 |
| Bob Evans | | Willoughby | | OH | | — |
| | 675 |
| | 1,262 |
| | — |
| | 1,937 |
| | (108 | ) | | 6/26/2017 | | 2005 |
| Bob Evans | | Xenia | | OH | | — |
| | 337 |
| | 1,433 |
| | — |
| | 1,770 |
| | (126 | ) | | 6/26/2017 | | 1988 |
| Helmer Scientific | | Noblesville | | IN | | — |
| | 1,431 |
| | 10,699 |
| | — |
| | 12,130 |
| | (722 | ) | | 7/27/2017 | | 2012 |
| Gorilla Glue | | Cincinnati | | OH | | — |
| | 5,563 |
| | 34,887 |
| | — |
| | 40,450 |
| | (2,513 | ) | | 7/28/2017 | | 1978 |
| LA Fitness | | Webster | | NY | | — |
| | 2,922 |
| | 5,102 |
| | — |
| | 8,024 |
| | (391 | ) | | 8/1/2017 | | 2014 |
| Lamrite West | | Strongsville | | OH | | — |
| | 3,078 |
| | 34,076 |
| | — |
| | 37,154 |
| | (2,138 | ) | | 8/21/2017 | | 1999 |
| Five Below | | Smyrna | | TN | | — |
| | 2,009 |
| | 9,467 |
| | 108 |
| | 11,584 |
| | (658 | ) | | 8/25/2017 | | 2016 |
| Mattress Firm | | Oak Creek | | WI | | — |
| | 906 |
| | 3,578 |
| | — |
| | 4,484 |
| | (276 | ) | | 8/25/2017 | | 2016 |
| Cabela's | | Rogers | | AR | | — |
| | 3,419 |
| | 17,605 |
| | — |
| | 21,024 |
| | (1,148 | ) | | 9/25/2017 | | 2012 |
| Cabela's | | Thornton | | CO | | — |
| | 3,677 |
| | 19,099 |
| | — |
| | 22,776 |
| | (1,216 | ) | | 9/25/2017 | | 2012 |
| Cabela's | | Grandville | | MI | | — |
| | 3,269 |
| | 20,328 |
| | — |
| | 23,597 |
| | (1,312 | ) | | 9/25/2017 | | 2013 |
| Cabela's | | Lacey | | WA | | — |
| | 3,393 |
| | 20,158 |
| | (29 | ) | | 23,522 |
| | (1,365 | ) | | 9/25/2017 | | 2007 |
| Cabela's | | Oklahoma City | | OK | | — |
| | 3,383 |
| | 11,590 |
| | — |
| | 14,973 |
| | (746 | ) | | 9/25/2017 | | 2015 |
| Mister Car Wash | | Florence | | AL | | — |
| | 198 |
| | 1,376 |
| | 3 |
| | 1,577 |
| | (89 | ) | | 10/17/2017 | | 2008 |
| Mister Car Wash | | Muscle Shoals | | AL | | — |
| | 378 |
| | 1,445 |
| | 3 |
| | 1,826 |
| | (100 | ) | | 10/17/2017 | | 2008 |
| Mister Car Wash | | Florence | | AL | | — |
| | 404 |
| | 1,605 |
| | 3 |
| | 2,012 |
| | (129 | ) | | 10/17/2017 | | 2016 |
| Duluth Trading Co | | Avon | | OH | | — |
| | 1,088 |
| | 3,671 |
| | — |
| | 4,759 |
| | (291 | ) | | 10/20/2017 | | 2017 |
| Amesbury Truth | | Statesville | | NC | | — |
| | 424 |
| | 23,261 |
| | 19 |
| | 23,704 |
| | (1,393 | ) | | 10/24/2017 | | 2017 |
| Petsmart | | Sedalia | | MO | | — |
| | 273 |
| | 3,645 |
| | — |
| | 3,918 |
| | (230 | ) | | 11/1/2017 | | 2017 |
| Tractor Supply | | York | | NE | | — |
| | 326 |
| | 2,452 |
| | — |
| | 2,778 |
| | (165 | ) | | 11/3/2017 | | 2017 |
| LA Fitness | | Tampa | | FL | | — |
| | 1,084 |
| | 6,500 |
| | — |
| | 7,584 |
| | (480 | ) | | 11/13/2017 | | 2016 |
| Five Below | | Montgomery | | AL | | — |
| | 1,480 |
| | 9,117 |
| | 314 |
| | 10,911 |
| | (721 | ) | | 11/17/2017 | | 2017 |
| Michaels | | Lancaster | | CA | | — |
| | 7,744 |
| | 33,872 |
| | — |
| | 41,616 |
| | (2,102 | ) | | 11/20/2017 | | 1998 |
| Art Van Furniture | | Avon | | OH | | — |
| | 925 |
| | 10,031 |
| | — |
| | 10,956 |
| | (623 | ) | | 11/22/2017 | | 2016 |
| Art Van Furniture | | Hanover | | PA | | — |
| | 703 |
| | 4,108 |
| | 177 |
| | 4,988 |
| | (253 | ) | | 11/22/2017 | | 1996 |
| Art Van Furniture | | Johnstown | | PA | | — |
| | 386 |
| | 2,582 |
| | 201 |
| | 3,169 |
| | (180 | ) | | 11/22/2017 | | 1969 |
| Art Van Furniture | | Lancaster | | PA | | — |
| | 2,156 |
| | 6,030 |
| | 394 |
| | 8,580 |
| | (387 | ) | | 11/22/2017 | | 1978 |
| Art Van Furniture | | Mentor | | OH | | — |
| | 1,090 |
| | 9,582 |
| | — |
| | 10,672 |
| | (593 | ) | | 11/22/2017 | | 2009 |
| Art Van Furniture | | Middleburg Heights | | OH | | — |
| | 1,440 |
| | 5,529 |
| | — |
| | 6,969 |
| | (336 | ) | | 11/22/2017 | | 1973 |
| Art Van Furniture | | North Canton | | OH | | — |
| | 545 |
| | 8,636 |
| | — |
| | 9,181 |
| | (546 | ) | | 11/22/2017 | | 2007 |
| Tractor Supply | | Romney | | WV | | — |
| | 418 |
| | 3,097 |
| | — |
| | 3,515 |
| | (194 | ) | | 11/29/2017 | | 2017 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Outback Steakhouse | | Fort Wayne | | IN | | — |
| | 733 |
| | 984 |
| | — |
| | 1,717 |
| | (406 | ) | | 2/7/2014 | | 2000 |
| Outback Steakhouse | | Lexington | | KY | | — |
| | 1,077 |
| | 2,139 |
| | — |
| | 3,216 |
| | (511 | ) | | 2/7/2014 | | 2002 |
| Outback Steakhouse | | Baton Rouge | | LA | | — |
| | 742 |
| | 1,272 |
| | — |
| | 2,014 |
| | (301 | ) | | 2/7/2014 | | 2001 |
| Outback Steakhouse | | Southgate | | MI | | — |
| | 787 |
| | 2,742 |
| | — |
| | 3,529 |
| | (620 | ) | | 2/7/2014 | | 1994 |
| Outback Steakhouse | | Lees Summit | | MO | | — |
| | 901 |
| | 620 |
| | — |
| | 1,521 |
| | (169 | ) | | 2/7/2014 | | 1999 |
| Outback Steakhouse | | Garner | | NC | | — |
| | 1,088 |
| | 1,817 |
| | — |
| | 2,905 |
| | (439 | ) | | 2/7/2014 | | 2004 |
| Outback Steakhouse | | Las Cruces | | NM | | — |
| | 536 |
| | 1,549 |
| | — |
| | 2,085 |
| | (357 | ) | | 2/7/2014 | | 2000 |
| Outback Steakhouse | | Boardman Township | | OH | | — |
| | 575 |
| | 2,742 |
| | — |
| | 3,317 |
| | (633 | ) | | 2/7/2014 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Burlington | | West Valley City | | UT | | — |
| | 2,331 |
| | 5,821 |
| | — |
| | 8,152 |
| | (486 | ) | | 11/30/2017 | | 2017 |
| Duluth Trading Co | | Waukesha | | WI | | — |
| | 857 |
| | 4,067 |
| | — |
| | 4,924 |
| | (241 | ) | | 12/14/2017 | | 2017 |
| Bed Bath & Beyond | | Windsor | | VA | | — |
| | 3,032 |
| | 59,649 |
| | 3 |
| | 62,684 |
| | (3,109 | ) | | 12/20/2017 | | 2001 |
| LA Fitness | | Tinley Park | | IL | | — |
| | 1,722 |
| | 8,976 |
| | — |
| | 10,698 |
| | (510 | ) | | 12/22/2017 | | 2006 |
| Petco | | Tucson | | AZ | | — |
| | 1,176 |
| | 8,565 |
| | — |
| | 9,741 |
| | (624 | ) | | 12/28/2017 | | 2017 |
| Petsmart | | Lee's Summit | | MO | | — |
| | 781 |
| | 3,381 |
| | — |
| | 4,162 |
| | (195 | ) | | 1/5/2018 | | 2017 |
| At Home | | Blaine | | MN | | — |
| | 3,023 |
| | 9,220 |
| | — |
| | 12,243 |
| | (547 | ) | | 2/8/2018 | | 2001 |
| At Home | | Fort Worth | | TX | | — |
| | 2,641 |
| | 10,723 |
| | — |
| | 13,364 |
| | (600 | ) | | 2/8/2018 | | 2015 |
| At Home | | Jackson | | MS | | — |
| | 2,661 |
| | 7,245 |
| | — |
| | 9,906 |
| | (408 | ) | | 2/8/2018 | | 1995 |
| At Home | | Memphis | | TN | | — |
| | 4,790 |
| | 4,048 |
| | — |
| | 8,838 |
| | (279 | ) | | 2/8/2018 | | 2005 |
| Hobby Lobby | | Auburn | | ME | | — |
| | 2,606 |
| | 3,566 |
| | — |
| | 6,172 |
| | (188 | ) | | 3/7/2018 | | 2014 |
| Burlington | | Rogers | | AR | | — |
| | 1,460 |
| | 6,379 |
| | — |
| | 7,839 |
| | (337 | ) | | 3/7/2018 | | 2015 |
| Best Buy | | Silverdale | | WA | | — |
| | 3,687 |
| | 10,570 |
| | 380 |
| | 14,637 |
| | (732 | ) | | 3/27/2018 | | 1991 |
| Codale | | Orem | | UT | | — |
| | 637 |
| | 5,171 |
| | 7 |
| | 5,815 |
| | (404 | ) | | 3/30/2018 | | 1995 |
| Codale | | Logan | | UT | | — |
| | 420 |
| | 3,007 |
| | — |
| | 3,427 |
| | (173 | ) | | 3/30/2018 | | 2010 |
| Codale | | West Valley | | UT | | — |
| | 2,684 |
| | 25,881 |
| | — |
| | 28,565 |
| | (1,302 | ) | | 3/30/2018 | | 2008 |
| Duluth Trading Co | | West Fargo | | ND | | — |
| | 1,099 |
| | 3,208 |
| | — |
| | 4,307 |
| | (164 | ) | | 4/27/2018 | | 2018 |
| Big Lots | | Foley | | AL | | — |
| | 1,770 |
| | 6,842 |
| | — |
| | 8,612 |
| | (319 | ) | | 5/24/2018 | | 2014 |
| SiteOne | | Homer Glen | | IL | | — |
| | 929 |
| | 893 |
| | 7 |
| | 1,829 |
| | (83 | ) | | 5/29/2018 | | 1960 |
| SiteOne | | Park City | | IL | | — |
| | 932 |
| | 744 |
| | 11 |
| | 1,687 |
| | (64 | ) | | 5/29/2018 | | 1988 |
| SiteOne | | Pingree Grove | | IL | | — |
| | 1,281 |
| | 1,161 |
| | — |
| | 2,442 |
| | (90 | ) | | 5/29/2018 | | 2018 |
| Marshalls | | Phoenix | | AZ | | — |
| | 2,325 |
| | 5,948 |
| | — |
| | 8,273 |
| | (329 | ) | | 5/31/2018 | | 1997 |
| Floor & Decor | | Riverdale | | UT | | — |
| | 2,920 |
| | 5,734 |
| | 129 |
| | 8,783 |
| | (457 | ) | | 6/28/2018 | | 1992 |
| At Home | | Wixom | | MI | | — |
| | 3,329 |
| | 11,339 |
| | — |
| | 14,668 |
| | (547 | ) | | 7/3/2018 | | 2017 |
| At Home | | Shreveport | | LA | | — |
| | 2,093 |
| | 12,311 |
| | — |
| | 14,404 |
| | (557 | ) | | 7/3/2018 | | 2018 |
| At Home | | Clarksville | | TN | | — |
| | 1,649 |
| | 7,625 |
| | — |
| | 9,274 |
| | (357 | ) | | 7/3/2018 | | 1992 |
| Mad Max | | Fond Du Lac | | WI | | — |
| | 303 |
| | 1,212 |
| | — |
| | 1,515 |
| | (64 | ) | | 7/17/2018 | | 2007 |
| Mad Max | | Fond Du Lac | | WI | | — |
| | 1,484 |
| | 2,511 |
| | — |
| | 3,995 |
| | (186 | ) | | 7/17/2018 | | 1974 |
| Mad Max | | Fond Du Lac | | WI | | — |
| | 133 |
| | 272 |
| | — |
| | 405 |
| | (19 | ) | | 7/17/2018 | | 1952 |
| Mad Max | | Port Washington | | WI | | — |
| | 191 |
| | 568 |
| | — |
| | 759 |
| | (34 | ) | | 7/17/2018 | | 1991 |
| Mad Max | | Port Washington | | WI | | — |
| | 533 |
| | 733 |
| | — |
| | 1,266 |
| | (44 | ) | | 7/17/2018 | | 1996 |
| Mad Max | | West Bend | | WI | | — |
| | 463 |
| | 710 |
| | — |
| | 1,173 |
| | (43 | ) | | 7/17/2018 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Mad Max | | West Bend | | WI | | — |
| | 483 |
| | 965 |
| | — |
| | 1,448 |
| | (52 | ) | | 7/17/2018 | | 2016 |
| Mad Max | | West Bend | | WI | | — |
| | 278 |
| | 315 |
| | — |
| | 593 |
| | (23 | ) | | 7/17/2018 | | 1986 |
| Mad Max | | West Bend | | WI | | — |
| | 333 |
| | 570 |
| | — |
| | 903 |
| | (33 | ) | | 7/17/2018 | | 1999 |
| LA Fitness | | Memphis | | TN | | — |
| | 1,466 |
| | 7,348 |
| | — |
| | 8,814 |
| | (346 | ) | | 7/26/2018 | | 2014 |
| Mister Car Wash | | Grand Rapids | | MI | | — |
| | 554 |
| | 902 |
| | — |
| | 1,456 |
| | (39 | ) | | 8/15/2018 | | 1976 |
| Mister Car Wash | | Jenison | | MI | | — |
| | 393 |
| | 915 |
| | — |
| | 1,308 |
| | (36 | ) | | 8/15/2018 | | 1977 |
| Regal Cinemas | | Christiansburg | | VA | | — |
| | 1,610 |
| | 9,897 |
| | — |
| | 11,507 |
| | (353 | ) | | 8/24/2018 | | 2007 |
| Marshall's Convenience Stores | | Cascade | | WI | | — |
| | 32 |
| | 436 |
| | — |
| | 468 |
| | (23 | ) | | 8/30/2018 | | 1991 |
| Marshall's Convenience Stores | | Elkhart Lake | | WI | | — |
| | 283 |
| | 955 |
| | — |
| | 1,238 |
| | (50 | ) | | 8/30/2018 | | 1985 |
| Marshall's Convenience Stores | | Glenbeulah | | WI | | — |
| | 45 |
| | 605 |
| | — |
| | 650 |
| | (31 | ) | | 8/30/2018 | | 2008 |
| Marshall's Convenience Stores | | Kewaskum | | WI | | — |
| | 253 |
| | 468 |
| | — |
| | 721 |
| | (27 | ) | | 8/30/2018 | | 1999 |
| Marshall's Convenience Stores | | Plymouth | | WI | | — |
| | 82 |
| | 318 |
| | — |
| | 400 |
| | (17 | ) | | 8/30/2018 | | 1984 |
| Marshall's Convenience Stores | | Plymouth | | WI | | — |
| | 199 |
| | 539 |
| | — |
| | 738 |
| | (33 | ) | | 8/30/2018 | | 2005 |
| At Home | | Rogers | | AR | | — |
| | 2,589 |
| | 10,042 |
| | — |
| | 12,631 |
| | (373 | ) | | 10/3/2018 | | 2018 |
| At Home | | Gilbert | | AZ | | — |
| | 4,053 |
| | 8,351 |
| | — |
| | 12,404 |
| | (312 | ) | | 10/3/2018 | | 2017 |
| At Home | | Richmond | | TX | | — |
| | 4,605 |
| | 7,273 |
| | — |
| | 11,878 |
| | (276 | ) | | 10/3/2018 | | 2017 |
| Insurance Auto Auctions | | Hudson | | FL | | — |
| | 1,062 |
| | 11,203 |
| | — |
| | 12,265 |
| | (819 | ) | | 10/9/2018 | | 2018 |
| Floor & Decor | | Oklahoma City | | OK | | — |
| | 3,069 |
| | 6,666 |
| | — |
| | 9,735 |
| | (227 | ) | | 10/25/2018 | | 2018 |
| Topgolf | | Brooklyn Center | | MN | | — |
| | 8,173 |
| | 24,628 |
| | — |
| | 32,801 |
| | (1,164 | ) | | 11/2/2018 | | 2018 |
| Floor & Decor | | Overland Park | | KS | | — |
| | 2,943 |
| | 5,832 |
| | — |
| | 8,775 |
| | (202 | ) | | 11/26/2018 | | 1963 |
| Duluth Trading Co | | South Portland | | ME | | — |
| | 811 |
| | 3,254 |
| | — |
| | 4,065 |
| | (106 | ) | | 12/13/2018 | | 2018 |
| Mills Fleet Farm | | Cedar Falls | | IA | | — |
| | — |
| | 3,501 |
| | 20,626 |
| | 24,127 |
| | (148 | ) | | 12/21/2018 | | 2019 |
| Graphic Packaging | | Monroe | | LA | | — |
| | 637 |
| | 91,313 |
| | 5 |
| | 91,955 |
| | (2,683 | ) | | 12/28/2018 | | 2018 |
| Fresh Thyme Farmers Market | | Omaha | | NE | | — |
| | 1,392 |
| | 6,652 |
| | — |
| | 8,044 |
| | (182 | ) | | 1/15/2019 | | 2017 |
| LA Fitness | | Edina | | MN | | — |
| | 2,914 |
| | 9,189 |
| | — |
| | 12,103 |
| | (242 | ) | | 1/30/2019 | | 1968 |
| 24 Hour Fitness | | Indio | | CA | | — |
| | 2,171 |
| | 10,333 |
| | — |
| | 12,504 |
| | (286 | ) | | 2/5/2019 | | 2007 |
| La-Z-Boy | | Chandler | | AZ | | — |
| | 2,932 |
| | 4,710 |
| | — |
| | 7,642 |
| | (265 | ) | | 2/13/2019 | | 2005 |
| La-Z-Boy | | Tucson | | AZ | | — |
| | 1,144 |
| | 4,311 |
| | — |
| | 5,455 |
| | (227 | ) | | 2/13/2019 | | 2002 |
| La-Z-Boy | | Goodyear | | AZ | | — |
| | 2,034 |
| | 5,147 |
| | — |
| | 7,181 |
| | (291 | ) | | 2/13/2019 | | 2008 |
| La-Z-Boy | | Prescott Valley | | AZ | | — |
| | 1,048 |
| | 2,244 |
| | — |
| | 3,292 |
| | (124 | ) | | 2/13/2019 | | 2016 |
| Floor & Decor | | Jacksonville | | FL | | — |
| | 4,080 |
| | 11,337 |
| | — |
| | 15,417 |
| | (263 | ) | | 3/27/2019 | | 2018 |
| Steinhafels | | Menomonee Falls | | WI | | — |
| | 3,581 |
| | 11,263 |
| | — |
| | 14,844 |
| | (199 | ) | | 5/1/2019 | | 2006 |
| Steinhafels | | Oak Creek | | WI | | — |
| | 3,707 |
| | 6,776 |
| | — |
| | 10,483 |
| | (131 | ) | | 5/1/2019 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Outback Steakhouse | | Independence | | OH | | — |
| | 901 |
| | 2,268 |
| | — |
| | 3,169 |
| | (434 | ) | | 2/7/2014 | | 2006 |
| Outback Steakhouse | | Pittsburgh | | PA | | — |
| | 1,370 |
| | 932 |
| | — |
| | 2,302 |
| | (329 | ) | | 2/7/2014 | | 1995 |
| Outback Steakhouse | | Conroe | | TX | | — |
| | 959 |
| | 2,063 |
| | — |
| | 3,022 |
| | (440 | ) | | 2/7/2014 | | 2001 |
| Outback Steakhouse | | Houston | | TX | | — |
| | 964 |
| | 2,321 |
| | — |
| | 3,285 |
| | (497 | ) | | 2/7/2014 | | 1998 |
| Outback Steakhouse | | Mcallen | | TX | | — |
| | 835 |
| | 443 |
| | — |
| | 1,278 |
| | (108 | ) | | 2/7/2014 | | 1999 |
| Outback Steakhouse | | Colonial Heights | | VA | | — |
| | 1,297 |
| | 746 |
| | — |
| | 2,043 |
| | (439 | ) | | 2/7/2014 | | 2000 |
| Outback Steakhouse | | Newport News | | VA | | — |
| | 600 |
| | 1,356 |
| | — |
| | 1,956 |
| | (533 | ) | | 2/7/2014 | | 1993 |
| Outback Steakhouse | | Winchester | | VA | | — |
| | 704 |
| | 1,310 |
| | — |
| | 2,014 |
| | (565 | ) | | 2/7/2014 | | 2006 |
| Owens & Minor | | Cleveland | | OH | | — |
| | 755 |
| | 6,077 |
| | (4 | ) | | 6,828 |
| | (989 | ) | | 9/30/2014 | | 2014 |
| Owens Corning | | Newark | | OH | | — |
| | 725 |
| | 13,013 |
| | — |
| | 13,738 |
| | (2,292 | ) | | 2/7/2014 | | 2007 |
| Owens Corning | | Wichita Falls | | TX | | — |
| | 231 |
| | 847 |
| | — |
| | 1,078 |
| | (149 | ) | | 6/12/2014 | | 1972 |
| Pantry Gas & Convenience | | Montgomery | | AL | | — |
| | 526 |
| | 1,228 |
| | — |
| | 1,754 |
| | (346 | ) | | 12/31/2012 | | 1998 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,332 |
| | 1,332 |
| | — |
| | 2,664 |
| | (376 | ) | | 12/31/2012 | | 2004 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,667 |
| | 417 |
| | — |
| | 2,084 |
| | (118 | ) | | 12/31/2012 | | 1982 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,191 |
| | 1,787 |
| | — |
| | 2,978 |
| | (504 | ) | | 12/31/2012 | | 1987 |
| Pantry Gas & Convenience | | Charlotte | | NC | | — |
| | 1,070 |
| | 1,308 |
| | — |
| | 2,378 |
| | (369 | ) | | 12/31/2012 | | 1997 |
| Pantry Gas & Convenience | | Conover | | NC | | — |
| | 1,144 |
| | 936 |
| | — |
| | 2,080 |
| | (264 | ) | | 12/31/2012 | | 1998 |
| Pantry Gas & Convenience | | Cornelius | | NC | | — |
| | 1,847 |
| | 2,258 |
| | — |
| | 4,105 |
| | (637 | ) | | 12/31/2012 | | 1999 |
| Pantry Gas & Convenience | | Lincolnton | | NC | | — |
| | 1,766 |
| | 2,159 |
| | — |
| | 3,925 |
| | (609 | ) | | 12/31/2012 | | 2000 |
| Pantry Gas & Convenience | | Matthews | | NC | | — |
| | 980 |
| | 1,819 |
| | — |
| | 2,799 |
| | (513 | ) | | 12/31/2012 | | 1987 |
| Pantry Gas & Convenience | | Thomasville | | NC | | — |
| | 1,175 |
| | 1,436 |
| | — |
| | 2,611 |
| | (405 | ) | | 12/31/2012 | | 2000 |
| Pantry Gas & Convenience | | Fort Mill | | SC | | — |
| | 1,311 |
| | 1,967 |
| | — |
| | 3,278 |
| | (555 | ) | | 12/31/2012 | | 1988 |
| Pearson Education | | Lawrence | | KS | | — |
| | 2,548 |
| | 18,057 |
| | (3,435 | ) | | 17,170 |
| | (1,216 | ) | | 11/5/2013 | | 1997 |
| Penske | | Bedford | | OH | | — |
| | 183 |
| | — |
| | — |
| | 183 |
| | — |
| | 6/27/2013 | | 1995 |
| Peraton | | Herndon | | VA | | — |
| | 1,384 |
| | 53,584 |
| | (20,560 | ) | | 34,408 |
| | — |
| | 11/5/2013 | | 1999 |
| Petco | | Lake Charles | | LA | | 2,145 |
| | 690 |
| | 4,072 |
| | — |
| | 4,762 |
| | (766 | ) | | 2/7/2014 | | 2008 |
| Petco | | Dardenne Prairie | | MO | | — |
| | 806 |
| | 3,024 |
| | — |
| | 3,830 |
| | (556 | ) | | 2/7/2014 | | 2009 |
| Petsmart | | Phoenix | | AZ | | 51,250 |
| | 7,308 |
| | 97,510 |
| | 36 |
| | 104,854 |
| | (15,598 | ) | | 2/7/2014 | | 1997 |
| Petsmart | | Merced | | CA | | — |
| | 1,729 |
| | 4,194 |
| | — |
| | 5,923 |
| | (785 | ) | | 2/7/2014 | | 1993 |
| Petsmart | | Redding | | CA | | — |
| | 1,312 |
| | 4,133 |
| | 207 |
| | 5,652 |
| | (845 | ) | | 2/7/2014 | | 1989 |
| Petsmart | | Westlake Village | | CA | | — |
| | 3,406 |
| | 5,017 |
| | — |
| | 8,423 |
| | (904 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Boca Raton | | FL | | — |
| | 3,514 |
| | 4,912 |
| | — |
| | 8,426 |
| | (953 | ) | | 2/7/2014 | | 2001 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Steinhafels | | Vernon Hills | | IL | | — |
| | 5,574 |
| | 7,858 |
| | — |
| | 13,432 |
| | (143 | ) | | 5/1/2019 | | 2001 |
| blue moose | | Oshkosh | | WI | | — |
| | 192 |
| | 432 |
| | — |
| | 624 |
| | (12 | ) | | 5/16/2019 | | 1956 |
| blue moose | | Oshkosh | | WI | | — |
| | 212 |
| | 764 |
| | — |
| | 976 |
| | (21 | ) | | 5/16/2019 | | 1959 |
| blue moose | | Oshkosh | | WI | | — |
| | 108 |
| | 500 |
| | — |
| | 608 |
| | (14 | ) | | 5/16/2019 | | 1997 |
| blue moose | | Oshkosh | | WI | | — |
| | 263 |
| | 1,191 |
| | — |
| | 1,454 |
| | (31 | ) | | 5/16/2019 | | 2007 |
| blue moose | | Rothschild | | WI | | — |
| | 162 |
| | 751 |
| | — |
| | 913 |
| | (20 | ) | | 5/16/2019 | | 1990 |
| Duluth Trading Co | | Spokane Valley | | WA | | — |
| | 1,203 |
| | 3,769 |
| | — |
| | 4,972 |
| | (75 | ) | | 5/17/2019 | | 2019 |
| Take 5 Oil Change | | Abilene | | TX | | — |
| | 53 |
| | 630 |
| | — |
| | 683 |
| | (10 | ) | | 6/18/2019 | | 1996 |
| Take 5 Oil Change | | Aledo | | TX | | — |
| | 253 |
| | 1,054 |
| | — |
| | 1,307 |
| | (18 | ) | | 6/18/2019 | | 2005 |
| Take 5 Oil Change | | Arlington | | TX | | — |
| | 227 |
| | 439 |
| | — |
| | 666 |
| | (7 | ) | | 6/18/2019 | | 1998 |
| Take 5 Oil Change | | Arlington | | TX | | — |
| | 144 |
| | 629 |
| | — |
| | 773 |
| | (10 | ) | | 6/18/2019 | | 1996 |
| Take 5 Oil Change | | Big Spring | | TX | | — |
| | 191 |
| | 823 |
| | — |
| | 1,014 |
| | (13 | ) | | 6/18/2019 | | 1990 |
| Take 5 Oil Change | | Canyon | | TX | | — |
| | 73 |
| | 648 |
| | — |
| | 721 |
| | (11 | ) | | 6/18/2019 | | 1985 |
| Take 5 Oil Change | | Fort Worth | | TX | | — |
| | 208 |
| | 559 |
| | — |
| | 767 |
| | (9 | ) | | 6/18/2019 | | 2006 |
| Take 5 Oil Change | | Hudson Oaks | | TX | | — |
| | 231 |
| | 828 |
| | — |
| | 1,059 |
| | (14 | ) | | 6/18/2019 | | 2009 |
| Take 5 Oil Change | | Midland | | TX | | — |
| | 291 |
| | 1,495 |
| | — |
| | 1,786 |
| | (24 | ) | | 6/18/2019 | | 2004 |
| Take 5 Oil Change | | Midland | | TX | | — |
| | 198 |
| | 1,253 |
| | — |
| | 1,451 |
| | (20 | ) | | 6/18/2019 | | 1990 |
| Take 5 Oil Change | | Odessa | | TX | | — |
| | 150 |
| | 1,003 |
| | — |
| | 1,153 |
| | (16 | ) | | 6/18/2019 | | 1990 |
| Take 5 Oil Change | | Odessa | | TX | | — |
| | 188 |
| | 1,521 |
| | — |
| | 1,709 |
| | (23 | ) | | 6/18/2019 | | 2006 |
| Horizon Hobby | | Champaign | | IL | | — |
| | 316 |
| | 16,835 |
| | — |
| | 17,151 |
| | (234 | ) | | 6/20/2019 | | 1980 |
| Fresh Thyme Farmers Market | | Green Park | | MO | | — |
| | 2,576 |
| | 6,629 |
| | — |
| | 9,205 |
| | (105 | ) | | 6/25/2019 | | 2017 |
| Fresh Thyme Farmers Market | | St. Peters | | MO | | — |
| | 1,362 |
| | 6,960 |
| | — |
| | 8,322 |
| | (110 | ) | | 6/25/2019 | | 2018 |
| Art Van Furniture | | Holland | | MI | | — |
| | 1,281 |
| | 6,648 |
| | — |
| | 7,929 |
| | (110 | ) | | 6/26/2019 | | 1993 |
| Duluth Trading Co | | Rogers | | AR | | — |
| | 967 |
| | 3,997 |
| | — |
| | 4,964 |
| | (59 | ) | | 7/2/2019 | | 2019 |
| Fresh Thyme Farmers Market | | Evansville | | IN | | — |
| | 713 |
| | 6,543 |
| | — |
| | 7,256 |
| | (105 | ) | | 7/17/2019 | | 2018 |
| Fresh Thyme Farmers Market | | Muncie | | IN | | — |
| | 1,095 |
| | 6,832 |
| | — |
| | 7,927 |
| | (114 | ) | | 7/17/2019 | | 2018 |
| La-Z-Boy | | Loveland | | OH | | — |
| | 921 |
| | 2,041 |
| | — |
| | 2,962 |
| | (23 | ) | | 8/12/2019 | | 1996 |
| La-Z-Boy | | Cincinnati | | OH | | — |
| | 808 |
| | 2,996 |
| | — |
| | 3,804 |
| | (38 | ) | | 8/12/2019 | | 2018 |
| Radians | | Memphis | | TN | | — |
| | 944 |
| | 18,125 |
| | — |
| | 19,069 |
| | (184 | ) | | 9/11/2019 | | 2000 |
| AMC Theaters | | Vancouver | | WA | | — |
| | 1,842 |
| | 6,188 |
| | — |
| | 8,030 |
| | (56 | ) | | 9/23/2019 | | 2005 |
| Spare Time | | Colchester | | VT | | — |
| | 1,929 |
| | 5,996 |
| | — |
| | 7,925 |
| | (22 | ) | | 11/13/2019 | | 1979 |
| Spare Time | | Greenville | | SC | | — |
| | 1,844 |
| | 11,054 |
| | — |
| | 12,898 |
| | (44 | ) | | 11/13/2019 | | 2017 |
| Bread & Butter Shop | | Marshfield | | WI | | — |
| | 111 |
| | 338 |
| | — |
| | 449 |
| | (2 | ) | | 11/14/2019 | | 1982 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Petsmart | | Lake Mary | | FL | | — |
| | 2,430 |
| | 2,556 |
| | — |
| | 4,986 |
| | (502 | ) | | 2/7/2014 | | 1997 |
| Petsmart | | Plantation | | FL | | — |
| | 965 |
| | 5,302 |
| | — |
| | 6,267 |
| | (979 | ) | | 2/7/2014 | | 2001 |
| Petsmart | | Tallahassee | | FL | | — |
| | 1,468 |
| | 1,387 |
| | — |
| | 2,855 |
| | (282 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Evanston | | IL | | — |
| | 1,120 |
| | 6,007 |
| | — |
| | 7,127 |
| | (1,080 | ) | | 2/7/2014 | | 2001 |
| Petsmart | | Braintree | | MA | | — |
| | 2,805 |
| | 8,398 |
| | — |
| | 11,203 |
| | (1,470 | ) | | 2/7/2014 | | 1996 |
| Petsmart | | Oxon Hill | | MD | | — |
| | 1,722 |
| | 4,389 |
| | — |
| | 6,111 |
| | (815 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Flint | | MI | | — |
| | 606 |
| | 3,839 |
| | — |
| | 4,445 |
| | (710 | ) | | 2/7/2014 | | 1996 |
| PetSmart | | Sedalia | | MO | | — |
| | 273 |
| | 3,645 |
| | — |
| | 3,918 |
| | (14 | ) | | 11/1/2017 | | 2017 |
| Petsmart | | Parma | | OH | | — |
| | 1,288 |
| | 3,527 |
| | — |
| | 4,815 |
| | (650 | ) | | 2/7/2014 | | 1996 |
| Petsmart | | Dallas | | TX | | — |
| | 470 |
| | 6,089 |
| | — |
| | 6,559 |
| | (1,053 | ) | | 2/7/2014 | | 1998 |
| Petsmart | | Southlake | | TX | | — |
| | 1,063 |
| | 7,093 |
| | — |
| | 8,156 |
| | (1,253 | ) | | 2/7/2014 | | 1998 |
| PetSmart | | Oak Creek | | WI | | — |
| | 906 |
| | 3,578 |
| | — |
| | 4,484 |
| | (44 | ) | | 8/25/2017 | | 2016 |
| Physicians Dialysis | | Lawrenceville | | NJ | | — |
| | 633 |
| | 2,757 |
| | — |
| | 3,390 |
| | (467 | ) | | 2/7/2014 | | 2009 |
| Physicians Immediate Care | | Aurora | | IL | | — |
| | 1,043 |
| | 1,346 |
| | — |
| | 2,389 |
| | (299 | ) | | 2/7/2014 | | 2003 |
| Physicians Immediate Care | | Glendale Heights | | IL | | — |
| | 487 |
| | 2,256 |
| | — |
| | 2,743 |
| | (475 | ) | | 2/7/2014 | | 1997 |
| Physicians Immediate Care | | New Lenox | | IL | | — |
| | 535 |
| | 1,884 |
| | — |
| | 2,419 |
| | (405 | ) | | 2/7/2014 | | 2011 |
| Physicians Immediate Care | | Plainfield | | IL | | — |
| | 590 |
| | 1,747 |
| | — |
| | 2,337 |
| | (372 | ) | | 2/7/2014 | | 2011 |
| Physicians Immediate Care | | Mishawaka | | IN | | — |
| | 252 |
| | 1,351 |
| | — |
| | 1,603 |
| | (314 | ) | | 2/7/2014 | | 2013 |
| Pier 1 Imports | | Victoria | | TX | | — |
| | 457 |
| | 1,767 |
| | — |
| | 2,224 |
| | (375 | ) | | 2/7/2014 | | 2011 |
| Pilot Flying J | | Carnesville | | GA | | — |
| | 1,867 |
| | 7,466 |
| | — |
| | 9,333 |
| | (2,674 | ) | | 1/31/2013 | | 2000 |
| Pizza Hut/WingStreet | | Page | | AZ | | — |
| | 66 |
| | 263 |
| | — |
| | 329 |
| | (62 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Cooper City | | FL | | — |
| | 320 |
| | 466 |
| | — |
| | 786 |
| | (119 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Marathon | | FL | | — |
| | 530 |
| | 187 |
| | — |
| | 717 |
| | (48 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Ashburn | | GA | | — |
| | 102 |
| | 233 |
| | (39 | ) | | 296 |
| | (31 | ) | | 6/27/2013 | | 1988 |
| Pizza Hut/WingStreet | | Eatonton | | GA | | — |
| | 353 |
| | 353 |
| | — |
| | 706 |
| | (83 | ) | | 7/31/2013 | | 1988 |
| Pizza Hut/WingStreet | | Greensboro | | GA | | — |
| | 569 |
| | 465 |
| | — |
| | 1,034 |
| | (109 | ) | | 7/31/2013 | | 1989 |
| Pizza Hut/WingStreet | | Jackson | | GA | | — |
| | 673 |
| | 735 |
| | — |
| | 1,408 |
| | (185 | ) | | 6/27/2013 | | 1987 |
| Pizza Hut/WingStreet | | Louisville | | KY | | — |
| | 539 |
| | 499 |
| | — |
| | 1,038 |
| | (126 | ) | | 6/27/2013 | | 1975 |
| Pizza Hut/WingStreet | | Salisbury | | MD | | — |
| | 245 |
| | 734 |
| | — |
| | 979 |
| | (173 | ) | | 7/31/2013 | | 1983 |
| Pizza Hut/WingStreet | | Dearborn | | MI | | — |
| | 284 |
| | 528 |
| | — |
| | 812 |
| | (124 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Bozeman | | MT | | — |
| | 150 |
| | 343 |
| | — |
| | 493 |
| | (88 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Glasgow | | MT | | — |
| | 120 |
| | 217 |
| | — |
| | 337 |
| | (55 | ) | | 6/27/2013 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Pizza Hut/WingStreet | | Livingston | | MT | | — |
| | 130 |
| | 245 |
| | — |
| | 375 |
| | (63 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | East Syracuse | | NY | | — |
| | 137 |
| | 185 |
| | — |
| | 322 |
| | (47 | ) | | 6/27/2013 | | 1978 |
| Pizza Hut/WingStreet | | Nedrow | | NY | | — |
| | 55 |
| | 80 |
| | — |
| | 135 |
| | (20 | ) | | 6/27/2013 | | 1979 |
| Pizza Hut/WingStreet | | Bowling Green | | OH | | — |
| | 141 |
| | 262 |
| | — |
| | 403 |
| | (62 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Cleveland | | OH | | — |
| | 87 |
| | 175 |
| | — |
| | 262 |
| | (44 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Defiance | | OH | | — |
| | 114 |
| | 197 |
| | — |
| | 311 |
| | (50 | ) | | 6/27/2013 | | 1977 |
| Pizza Hut/WingStreet | | Delaware | | OH | | — |
| | 270 |
| | 721 |
| | — |
| | 991 |
| | (181 | ) | | 6/27/2013 | | 1975 |
| Pizza Hut/WingStreet | | Middleburg Hts | | OH | | — |
| | 128 |
| | 156 |
| | — |
| | 284 |
| | (37 | ) | | 7/31/2013 | | 1985 |
| Pizza Hut/WingStreet | | North Olmsted | | OH | | — |
| | 122 |
| | 153 |
| | — |
| | 275 |
| | (38 | ) | | 6/27/2013 | | 1977 |
| Pizza Hut/WingStreet | | Norwalk | | OH | | — |
| | 77 |
| | 115 |
| | — |
| | 192 |
| | (27 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Sandusky | | OH | | — |
| | 140 |
| | 171 |
| | — |
| | 311 |
| | (40 | ) | | 7/31/2013 | | 1982 |
| Pizza Hut/WingStreet | | Strongsville | | OH | | — |
| | 74 |
| | 108 |
| | — |
| | 182 |
| | (27 | ) | | 6/27/2013 | | 1977 |
| Pizza Hut/WingStreet | | Toledo | | OH | | — |
| | 58 |
| | 173 |
| | — |
| | 231 |
| | (43 | ) | | 6/27/2013 | | 1978 |
| Pizza Hut/WingStreet | | Shamokin | | PA | | — |
| | 54 |
| | 217 |
| | — |
| | 271 |
| | (51 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Batesburg | | SC | | — |
| | 261 |
| | 484 |
| | — |
| | 745 |
| | (114 | ) | | 7/31/2013 | | 1987 |
| Pizza Hut/WingStreet | | Bishopville | | SC | | — |
| | 365 |
| | 365 |
| | — |
| | 730 |
| | (86 | ) | | 7/31/2013 | | 1987 |
| Pizza Hut/WingStreet | | Cheraw | | SC | | — |
| | 415 |
| | 507 |
| | — |
| | 922 |
| | (119 | ) | | 7/31/2013 | | 1984 |
| Pizza Hut/WingStreet | | Columbia | | SC | | — |
| | 881 |
| | 588 |
| | — |
| | 1,469 |
| | (138 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Edgefield | | SC | | — |
| | 221 |
| | 410 |
| | — |
| | 631 |
| | (97 | ) | | 7/31/2013 | | 1986 |
| Pizza Hut/WingStreet | | Laurens | | SC | | — |
| | 454 |
| | 371 |
| | — |
| | 825 |
| | (87 | ) | | 7/31/2013 | | 1989 |
| Pizza Hut/WingStreet | | Pageland | | SC | | — |
| | 344 |
| | 420 |
| | — |
| | 764 |
| | (99 | ) | | 7/31/2013 | | 1999 |
| Pizza Hut/WingStreet | | Saluda | | SC | | — |
| | 346 |
| | 346 |
| | — |
| | 692 |
| | (81 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Santee | | SC | | — |
| | 371 |
| | 248 |
| | — |
| | 619 |
| | (58 | ) | | 7/31/2013 | | 1972 |
| Pizza Hut/WingStreet | | St. George | | SC | | — |
| | 367 |
| | 245 |
| | — |
| | 612 |
| | (58 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | West Columbia | | SC | | — |
| | 507 |
| | 415 |
| | — |
| | 922 |
| | (97 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Box Elder | | SD | | — |
| | 68 |
| | 217 |
| | — |
| | 285 |
| | (55 | ) | | 6/27/2013 | | 1985 |
| Pizza Hut/WingStreet | | Knoxville | | TN | | — |
| | 300 |
| | 546 |
| | — |
| | 846 |
| | (140 | ) | | 6/27/2013 | | 1995 |
| Pizza Hut/WingStreet | | Amarillo | | TX | | — |
| | 339 |
| | 1,016 |
| | — |
| | 1,355 |
| | (239 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Amarillo | | TX | | — |
| | 254 |
| | 1,015 |
| | — |
| | 1,269 |
| | (239 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Crystal City | | TX | | — |
| | 148 |
| | 453 |
| | — |
| | 601 |
| | (114 | ) | | 6/27/2013 | | 1981 |
| Pizza Hut/WingStreet | | Fort Stockton | | TX | | — |
| | 252 |
| | 1,007 |
| | — |
| | 1,259 |
| | (237 | ) | | 7/31/2013 | | 2008 |
| Pizza Hut/WingStreet | | Midland | | TX | | — |
| | 414 |
| | 506 |
| | — |
| | 920 |
| | (119 | ) | | 7/31/2013 | | 1975 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Pizza Hut/WingStreet | | Midland | | TX | | — |
| | 506 |
| | 619 |
| | — |
| | 1,125 |
| | (145 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Monahans | | TX | | — |
| | 361 |
| | 671 |
| | — |
| | 1,032 |
| | (158 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 456 |
| | 847 |
| | — |
| | 1,303 |
| | (199 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 588 |
| | 882 |
| | — |
| | 1,470 |
| | (207 | ) | | 7/31/2013 | | 1972 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 572 |
| | 572 |
| | — |
| | 1,144 |
| | (135 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 627 |
| | 766 |
| | — |
| | 1,393 |
| | (180 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Odessa | | TX | | — |
| | 457 |
| | 685 |
| | — |
| | 1,142 |
| | (161 | ) | | 7/31/2013 | | 1976 |
| Pizza Hut/WingStreet | | Pecos | | TX | | — |
| | 387 |
| | 719 |
| | — |
| | 1,106 |
| | (169 | ) | | 7/31/2013 | | 1974 |
| Pizza Hut/WingStreet | | San Angelo | | TX | | — |
| | 214 |
| | 641 |
| | (183 | ) | | 672 |
| | (41 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | San Angelo | | TX | | — |
| | 268 |
| | 624 |
| | (266 | ) | | 626 |
| | (36 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Stamford | | TX | | — |
| | 38 |
| | 115 |
| | — |
| | 153 |
| | (27 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Cedar City | | UT | | — |
| | 52 |
| | 361 |
| | — |
| | 413 |
| | (91 | ) | | 6/27/2013 | | 1978 |
| Pizza Hut/WingStreet | | Kanab | | UT | | — |
| | 52 |
| | 210 |
| | — |
| | 262 |
| | (49 | ) | | 7/31/2013 | | 1989 |
| Pizza Hut/WingStreet | | Ashland | | VA | | — |
| | 589 |
| | 1,093 |
| | — |
| | 1,682 |
| | (257 | ) | | 7/31/2013 | | 1989 |
| Pizza Hut/WingStreet | | Bedford | | VA | | — |
| | 548 |
| | 670 |
| | — |
| | 1,218 |
| | (158 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Chester | | VA | | — |
| | 473 |
| | 1,104 |
| | — |
| | 1,577 |
| | (260 | ) | | 7/31/2013 | | 1983 |
| Pizza Hut/WingStreet | | Christiansburg | | VA | | — |
| | 494 |
| | 918 |
| | — |
| | 1,412 |
| | (216 | ) | | 7/31/2013 | | 1982 |
| Pizza Hut/WingStreet | | Clifton Forge | | VA | | — |
| | 287 |
| | 861 |
| | — |
| | 1,148 |
| | (202 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Colonial Heights | | VA | | — |
| | 311 |
| | 311 |
| | — |
| | 622 |
| | (73 | ) | | 7/31/2013 | | 1991 |
| Pizza Hut/WingStreet | | Hampton | | VA | | — |
| | 641 |
| | 345 |
| | — |
| | 986 |
| | (81 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Hopewell | | VA | | — |
| | 707 |
| | 864 |
| | — |
| | 1,571 |
| | (203 | ) | | 7/31/2013 | | 1985 |
| Pizza Hut/WingStreet | | Newport News | | VA | | — |
| | 394 |
| | 591 |
| | — |
| | 985 |
| | (139 | ) | | 7/31/2013 | | 1969 |
| Pizza Hut/WingStreet | | Newport News | | VA | | — |
| | 394 |
| | 591 |
| | — |
| | 985 |
| | (139 | ) | | 7/31/2013 | | 1970 |
| Pizza Hut/WingStreet | | Petersburg | | VA | | — |
| | 378 |
| | 701 |
| | — |
| | 1,079 |
| | (165 | ) | | 7/31/2013 | | 1979 |
| Pizza Hut/WingStreet | | Richmond | | VA | | — |
| | 666 |
| | 814 |
| | — |
| | 1,480 |
| | (191 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Richmond | | VA | | — |
| | 311 |
| | 311 |
| | — |
| | 622 |
| | (73 | ) | | 7/31/2013 | | 1991 |
| Pizza Hut/WingStreet | | Abbotsford | | WI | | — |
| | 159 |
| | 195 |
| | — |
| | 354 |
| | (46 | ) | | 7/31/2013 | | 1980 |
| Pizza Hut/WingStreet | | Antigo | | WI | | — |
| | 45 |
| | 252 |
| | 100 |
| | 397 |
| | (71 | ) | | 7/31/2013 | | 1997 |
| Pizza Hut/WingStreet | | Clintonville | | WI | | — |
| | 208 |
| | 69 |
| | — |
| | 277 |
| | (16 | ) | | 7/31/2013 | | 1978 |
| Pizza Hut/WingStreet | | Eagle River | | WI | | — |
| | 28 |
| | 159 |
| | — |
| | 187 |
| | (37 | ) | | 7/31/2013 | | 1991 |
| Pizza Hut/WingStreet | | Hayward | | WI | | — |
| | 51 |
| | 205 |
| | — |
| | 256 |
| | (48 | ) | | 7/31/2013 | | 1993 |
| Pizza Hut/WingStreet | | Merrill | | WI | | — |
| | 83 |
| | 531 |
| | (100 | ) | | 514 |
| | (93 | ) | | 7/31/2013 | | 1980 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Pizza Hut/WingStreet | | Neillsville | | WI | | — |
| | 35 |
| | 106 |
| | — |
| | 141 |
| | (25 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Plover | | WI | | — |
| | 85 |
| | 199 |
| | 100 |
| | 384 |
| | (57 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Stevens Point | | WI | | — |
| | 130 |
| | 390 |
| | 100 |
| | 620 |
| | (106 | ) | | 7/31/2013 | | 1995 |
| Pizza Hut/WingStreet | | Tomahawk | | WI | | — |
| | 35 |
| | 81 |
| | — |
| | 116 |
| | (19 | ) | | 7/31/2013 | | 1986 |
| Pizza Hut/WingStreet | | Waupaca | | WI | | — |
| | 61 |
| | 91 |
| | 35 |
| | 187 |
| | (29 | ) | | 7/31/2013 | | 1991 |
| Pizza Hut/WingStreet | | Beckley | | WV | | — |
| | 160 |
| | 131 |
| | — |
| | 291 |
| | (31 | ) | | 7/31/2013 | | 1977 |
| Pizza Hut/WingStreet | | Huntington | | WV | | — |
| | 190 |
| | 4 |
| | — |
| | 194 |
| | (1 | ) | | 7/31/2013 | | 1995 |
| PLS Check Cashers | | Mesa | | AZ | | — |
| | 187 |
| | 759 |
| | — |
| | 946 |
| | (208 | ) | | 2/7/2014 | | 2006 |
| PLS Check Cashers | | Phoenix | | AZ | | — |
| | 288 |
| | 677 |
| | — |
| | 965 |
| | (175 | ) | | 2/7/2014 | | 2006 |
| PLS Check Cashers | | Tucson | | AZ | | — |
| | 264 |
| | 800 |
| | — |
| | 1,064 |
| | (227 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Compton | | CA | | — |
| | 475 |
| | 107 |
| | — |
| | 582 |
| | (70 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Calumet Park | | IL | | — |
| | 306 |
| | 1,003 |
| | — |
| | 1,309 |
| | (269 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Chicago | | IL | | — |
| | 451 |
| | 127 |
| | — |
| | 578 |
| | (85 | ) | | 2/7/2014 | | 2001 |
| PLS Check Cashers | | Dallas | | TX | | — |
| | 197 |
| | 1,356 |
| | — |
| | 1,553 |
| | (291 | ) | | 2/7/2014 | | 1983 |
| PLS Check Cashers | | Dallas | | TX | | — |
| | 169 |
| | 1,180 |
| | — |
| | 1,349 |
| | (256 | ) | | 2/7/2014 | | 2003 |
| PLS Check Cashers | | Fort Worth | | TX | | — |
| | 187 |
| | 1,473 |
| | — |
| | 1,660 |
| | (306 | ) | | 2/7/2014 | | 2003 |
| PLS Check Cashers | | Grand Prairie | | TX | | — |
| | 385 |
| | 1,056 |
| | — |
| | 1,441 |
| | (227 | ) | | 2/7/2014 | | 1971 |
| PLS Check Cashers | | Houston | | TX | | — |
| | 158 |
| | 1,293 |
| | — |
| | 1,451 |
| | (255 | ) | | 2/7/2014 | | 2005 |
| PLS Check Cashers | | Mesquite | | TX | | — |
| | 261 |
| | 1,388 |
| | — |
| | 1,649 |
| | (321 | ) | | 2/7/2014 | | 2006 |
| PLS Check Cashers | | Kenosha | | WI | | — |
| | 190 |
| | 693 |
| | — |
| | 883 |
| | (165 | ) | | 2/7/2014 | | 2005 |
| PNC Bank | | Woodbury | | NJ | | — |
| | 465 |
| | 2,633 |
| | — |
| | 3,098 |
| | (594 | ) | | 1/8/2014 | | 1971 |
| PNC Bank | | Cincinnati | | OH | | — |
| | 195 |
| | 538 |
| | — |
| | 733 |
| | (123 | ) | | 1/8/2014 | | 1979 |
| Pollo Tropical | | Davie | | FL | | — |
| | 280 |
| | 1,490 |
| | — |
| | 1,770 |
| | (368 | ) | | 6/27/2013 | | 1995 |
| Pollo Tropical | | Fort Lauderdale | | FL | | — |
| | 190 |
| | 1,242 |
| | — |
| | 1,432 |
| | (307 | ) | | 6/27/2013 | | 1995 |
| Pollo Tropical | | Lake Worth | | FL | | — |
| | 280 |
| | 1,182 |
| | — |
| | 1,462 |
| | (292 | ) | | 6/27/2013 | | 1995 |
| Ponderosa | | Scottsburg | | IN | | — |
| | 430 |
| | 141 |
| | — |
| | 571 |
| | (37 | ) | | 6/27/2013 | | 1985 |
| Popeyes | | Brandon | | FL | | — |
| | 776 |
| | 961 |
| | — |
| | 1,737 |
| | (242 | ) | | 6/27/2013 | | 1978 |
| Popeyes | | Carol City | | FL | | — |
| | 423 |
| | 1,090 |
| | — |
| | 1,513 |
| | (240 | ) | | 1/8/2014 | | 1979 |
| Popeyes | | Jacksonville | | FL | | — |
| | 781 |
| | 955 |
| | — |
| | 1,736 |
| | (225 | ) | | 7/31/2013 | | 1955 |
| Popeyes | | Lakeland | | FL | | — |
| | 830 |
| | 830 |
| | — |
| | 1,660 |
| | (195 | ) | | 7/31/2013 | | 1999 |
| Popeyes | | Miami | | FL | | — |
| | 220 |
| | 330 |
| | — |
| | 550 |
| | (78 | ) | | 7/31/2013 | | 1962 |
| Popeyes | | Orlando | | FL | | — |
| | 782 |
| | 955 |
| | — |
| | 1,737 |
| | (225 | ) | | 7/31/2013 | | 2004 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Popeyes | | Pensacola | | FL | | — |
| | 301 |
| | 673 |
| | — |
| | 974 |
| | (149 | ) | | 1/8/2014 | | 2001 |
| Popeyes | | Starke | | FL | | — |
| | 380 |
| | — |
| | 614 |
| | 994 |
| | (20 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Tampa | | FL | | — |
| | 216 |
| | 508 |
| | — |
| | 724 |
| | (112 | ) | | 1/8/2014 | | 1981 |
| Popeyes | | Tampa | | FL | | — |
| | 673 |
| | 1,065 |
| | — |
| | 1,738 |
| | (268 | ) | | 6/27/2013 | | 1976 |
| Popeyes | | Winter Haven | | FL | | — |
| | 484 |
| | 1,001 |
| | — |
| | 1,485 |
| | (252 | ) | | 6/27/2013 | | 1976 |
| Popeyes | | Thomasville | | GA | | — |
| | 110 |
| | 705 |
| | — |
| | 815 |
| | (174 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Valdosta | | GA | | — |
| | 240 |
| | 599 |
| | — |
| | 839 |
| | (148 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Baton Rouge | | LA | | — |
| | 323 |
| | 394 |
| | — |
| | 717 |
| | (93 | ) | | 7/31/2013 | | 1999 |
| Popeyes | | Bayou Vista | | LA | | — |
| | 375 |
| | 709 |
| | — |
| | 1,084 |
| | (179 | ) | | 6/27/2013 | | 1985 |
| Popeyes | | Eunice | | LA | | — |
| | 382 |
| | 891 |
| | — |
| | 1,273 |
| | (209 | ) | | 7/31/2013 | | 1986 |
| Popeyes | | Franklin | | LA | | — |
| | 283 |
| | 538 |
| | — |
| | 821 |
| | (135 | ) | | 6/27/2013 | | 1985 |
| Popeyes | | Lafayette | | LA | | — |
| | 434 |
| | 899 |
| | — |
| | 1,333 |
| | (226 | ) | | 6/27/2013 | | 1993 |
| Popeyes | | Lafayette | | LA | | — |
| | 473 |
| | 901 |
| | — |
| | 1,374 |
| | (227 | ) | | 6/27/2013 | | 1996 |
| Popeyes | | Marksville | | LA | | — |
| | 487 |
| | 1,129 |
| | — |
| | 1,616 |
| | (284 | ) | | 6/27/2013 | | 1987 |
| Popeyes | | Ferguson | | MO | | — |
| | 128 |
| | 383 |
| | — |
| | 511 |
| | (90 | ) | | 7/31/2013 | | 1984 |
| Popeyes | | St. Louis | | MO | | — |
| | 248 |
| | 460 |
| | — |
| | 708 |
| | (116 | ) | | 6/27/2013 | | 1959 |
| Popeyes | | St. Louis | | MO | | — |
| | 288 |
| | 431 |
| | — |
| | 719 |
| | (101 | ) | | 7/31/2013 | | 1978 |
| Popeyes | | Greenville | | MS | | — |
| | 513 |
| | 977 |
| | — |
| | 1,490 |
| | (246 | ) | | 6/27/2013 | | 1984 |
| Popeyes | | Grenada | | MS | | — |
| | 77 |
| | 458 |
| | — |
| | 535 |
| | (101 | ) | | 1/8/2014 | | 2007 |
| Popeyes | | Omaha | | NE | | — |
| | 343 |
| | 515 |
| | — |
| | 858 |
| | (121 | ) | | 7/31/2013 | | 1996 |
| Popeyes | | Omaha | | NE | | — |
| | 264 |
| | 615 |
| | — |
| | 879 |
| | (145 | ) | | 7/31/2013 | | 1985 |
| Popeyes | | Eatontown | | NJ | | — |
| | 651 |
| | 796 |
| | — |
| | 1,447 |
| | (187 | ) | | 7/31/2013 | | 1987 |
| Popeyes | | Austin | | TX | | — |
| | 1,216 |
| | 533 |
| | — |
| | 1,749 |
| | (134 | ) | | 6/27/2013 | | 1996 |
| Popeyes | | Channelview | | TX | | — |
| | 220 |
| | 401 |
| | — |
| | 621 |
| | (99 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Houston | | TX | | — |
| | 190 |
| | 452 |
| | — |
| | 642 |
| | (112 | ) | | 6/27/2013 | | 1995 |
| Popeyes | | Houston | | TX | | — |
| | 295 |
| | 241 |
| | — |
| | 536 |
| | (57 | ) | | 7/31/2013 | | 1976 |
| Popeyes | | Houston | | TX | | — |
| | 111 |
| | 166 |
| | — |
| | 277 |
| | (39 | ) | | 7/31/2013 | | 1976 |
| Popeyes | | Houston | | TX | | — |
| | 278 |
| | 227 |
| | — |
| | 505 |
| | (53 | ) | | 7/31/2013 | | 1978 |
| Popeyes | | Nederland | | TX | | — |
| | 445 |
| | 668 |
| | — |
| | 1,113 |
| | (157 | ) | | 7/31/2013 | | 1988 |
| Popeyes | | Orange | | TX | | — |
| | 456 |
| | 847 |
| | — |
| | 1,303 |
| | (199 | ) | | 7/31/2013 | | 1984 |
| Popeyes | | Port Arthur | | TX | | — |
| | 408 |
| | 589 |
| | — |
| | 997 |
| | (148 | ) | | 6/27/2013 | | 1984 |
| Popeyes | | Newport News | | VA | | — |
| | 381 |
| | 217 |
| | — |
| | 598 |
| | (55 | ) | | 6/27/2013 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Popeyes | | Portsmouth | | VA | | — |
| | 369 |
| | 230 |
| | — |
| | 599 |
| | (58 | ) | | 6/27/2013 | | 2002 |
| Price Rite | | Rochester | | NY | | 3,080 |
| | 569 |
| | 3,594 |
| | — |
| | 4,163 |
| | (1,190 | ) | | 9/27/2012 | | 1965 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Publix | | Birmingham | | AL | | — |
| | 934 |
| | 6,377 |
| | 165 |
| | 7,476 |
| | (1,341 | ) | | 2/7/2014 | | 2004 |
| Pulte Mortgage | | Englewood | | CO | | — |
| | 2,563 |
| | 22,026 |
| | — |
| | 24,589 |
| | (4,568 | ) | | 11/5/2013 | | 2009 |
| Qdoba Mexican Grill | | Flint | | MI | | — |
| | 110 |
| | 990 |
| | — |
| | 1,100 |
| | (334 | ) | | 3/29/2013 | | 2006 |
| Qdoba Mexican Grill | | Grand Blanc | | MI | | — |
| | 165 |
| | 935 |
| | — |
| | 1,100 |
| | (315 | ) | | 3/29/2013 | | 2006 |
| Quincy's Family Steakhouse | | Monroe | | NC | | — |
| | 560 |
| | 458 |
| | (245 | ) | | 773 |
| | (54 | ) | | 7/31/2013 | | 1978 |
| RaceTrac | | Bessemer | | AL | | — |
| | 761 |
| | 2,624 |
| | — |
| | 3,385 |
| | (556 | ) | | 2/7/2014 | | 2003 |
| RaceTrac | | Mobile | | AL | | — |
| | 580 |
| | 1,317 |
| | — |
| | 1,897 |
| | (279 | ) | | 2/7/2014 | | 1998 |
| RaceTrac | | Bellview | | FL | | — |
| | 684 |
| | 3,831 |
| | — |
| | 4,515 |
| | (844 | ) | | 2/7/2014 | | 2007 |
| RaceTrac | | Jacksonville | | FL | | — |
| | 1,065 |
| | 2,863 |
| | — |
| | 3,928 |
| | (680 | ) | | 2/7/2014 | | 2011 |
| RaceTrac | | Leesburg | | FL | | — |
| | 1,188 |
| | 2,711 |
| | — |
| | 3,899 |
| | (653 | ) | | 2/7/2014 | | 2007 |
| RaceTrac | | Atlanta | | GA | | — |
| | 1,025 |
| | 1,511 |
| | — |
| | 2,536 |
| | (339 | ) | | 2/7/2014 | | 2004 |
| RaceTrac | | Denton | | TX | | — |
| | 1,030 |
| | 2,645 |
| | — |
| | 3,675 |
| | (534 | ) | | 2/7/2014 | | 2003 |
| RaceTrac | | Houston | | TX | | — |
| | 1,209 |
| | 1,204 |
| | — |
| | 2,413 |
| | (250 | ) | | 2/7/2014 | | 1995 |
| RaceTrac | | Houston | | TX | | — |
| | 1,203 |
| | 1,509 |
| | — |
| | 2,712 |
| | (314 | ) | | 2/7/2014 | | 1997 |
| Rally's | | Indianapolis | | IN | | — |
| | 210 |
| | 1,514 |
| | — |
| | 1,724 |
| | (374 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Indianapolis | | IN | | — |
| | 1,168 |
| | — |
| | — |
| | 1,168 |
| | — |
| | 7/31/2013 | | 2005 |
| Rally's | | Indianapolis | | IN | | — |
| | 1,168 |
| | — |
| | — |
| | 1,168 |
| | — |
| | 7/31/2013 | | 2005 |
| Rally's | | Kokomo | | IN | | — |
| | 290 |
| | 548 |
| | — |
| | 838 |
| | (135 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Muncie | | IN | | — |
| | 310 |
| | 1,196 |
| | — |
| | 1,506 |
| | (295 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Harvey | | LA | | — |
| | 420 |
| | 870 |
| | — |
| | 1,290 |
| | (215 | ) | | 6/27/2013 | | 1995 |
| Rally's | | New Orleans | | LA | | — |
| | 450 |
| | 1,691 |
| | — |
| | 2,141 |
| | (418 | ) | | 6/27/2013 | | 1995 |
| Rally's | | New Orleans | | LA | | — |
| | 220 |
| | 1,018 |
| | — |
| | 1,238 |
| | (251 | ) | | 6/27/2013 | | 1995 |
| Rally's | | Hamtramck | | MI | | — |
| | 230 |
| | 1,020 |
| | — |
| | 1,250 |
| | (252 | ) | | 6/27/2013 | | 1995 |
| Red Lobster | | Birmingham | | AL | | — |
| | — |
| | 741 |
| | — |
| | 741 |
| | (136 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Decatur | | AL | | — |
| | 1,100 |
| | 686 |
| | — |
| | 1,786 |
| | (147 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Dothan | | AL | | — |
| | 726 |
| | 1,244 |
| | — |
| | 1,970 |
| | (168 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Florence | | AL | | — |
| | 974 |
| | 908 |
| | — |
| | 1,882 |
| | (167 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Huntsville | | AL | | — |
| | 1,098 |
| | 2,330 |
| | — |
| | 3,428 |
| | (249 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Montgomery | | AL | | — |
| | 1,034 |
| | 1,413 |
| | — |
| | 2,447 |
| | (187 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Vestavia Hills | | AL | | — |
| | 1,257 |
| | 1,417 |
| | — |
| | 2,674 |
| | (158 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Fort Smith | | AR | | — |
| | 1,643 |
| | 1,228 |
| | — |
| | 2,871 |
| | (176 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Hot Springs | | AR | | — |
| | 928 |
| | 1,593 |
| | — |
| | 2,521 |
| | (235 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Little Rock | | AR | | — |
| | 1,942 |
| | 725 |
| | — |
| | 2,667 |
| | (118 | ) | | 7/28/2014 | | 1977 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | North Little Rock | | AR | | — |
| | 999 |
| | 1,906 |
| | — |
| | 2,905 |
| | (229 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Pine Bluff | | AR | | — |
| | 226 |
| | 1,194 |
| | — |
| | 1,420 |
| | (197 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Rogers | | AR | | — |
| | 1,398 |
| | 2,069 |
| | — |
| | 3,467 |
| | (272 | ) | | 7/28/2014 | | 2008 |
| Red Lobster | | Chandler | | AZ | | — |
| | — |
| | 252 |
| | — |
| | 252 |
| | (128 | ) | | 7/28/2014 | | 2000 |
| Red Lobster | | Flagstaff | | AZ | | — |
| | 891 |
| | 514 |
| | — |
| | 1,405 |
| | (141 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Gilbert | | AZ | | — |
| | — |
| | 460 |
| | — |
| | 460 |
| | (164 | ) | | 7/28/2014 | | 2007 |
| Red Lobster | | Surprise | | AZ | | — |
| | — |
| | 565 |
| | — |
| | 565 |
| | (185 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Tucson | | AZ | | — |
| | — |
| | 676 |
| | — |
| | 676 |
| | (185 | ) | | 7/28/2014 | | 2009 |
| Red Lobster | | Bakersfield | | CA | | — |
| | — |
| | 731 |
| | — |
| | 731 |
| | (211 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Chico | | CA | | — |
| | 717 |
| | 1,146 |
| | — |
| | 1,863 |
| | (187 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Chula Vista | | CA | | — |
| | — |
| | 1,671 |
| | — |
| | 1,671 |
| | (280 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Fremont | | CA | | — |
| | 1,638 |
| | 564 |
| | — |
| | 2,202 |
| | (101 | ) | | 7/28/2014 | | 1984 |
| Red Lobster | | Inglewood | | CA | | — |
| | — |
| | 2,211 |
| | — |
| | 2,211 |
| | (418 | ) | | 7/28/2014 | | 2007 |
| Red Lobster | | Oceanside | | CA | | — |
| | — |
| | 1,529 |
| | — |
| | 1,529 |
| | (268 | ) | | 7/28/2014 | | 2010 |
| Red Lobster | | Ontario | | CA | | — |
| | 1,304 |
| | 2,238 |
| | — |
| | 3,542 |
| | (267 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Palm Desert | | CA | | — |
| | 1,132 |
| | 1,321 |
| | — |
| | 2,453 |
| | (215 | ) | | 7/28/2014 | | 2012 |
| Red Lobster | | Riverside | | CA | | — |
| | 914 |
| | 2,459 |
| | — |
| | 3,373 |
| | (263 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | San Bruno | | CA | | — |
| | — |
| | 1,611 |
| | — |
| | 1,611 |
| | (372 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | San Diego | | CA | | — |
| | — |
| | 1,113 |
| | — |
| | 1,113 |
| | (387 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Torrance | | CA | | — |
| | 1,850 |
| | 1,579 |
| | — |
| | 3,429 |
| | (185 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Valencia | | CA | | — |
| | — |
| | 841 |
| | — |
| | 841 |
| | (302 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Colorado Springs | | CO | | — |
| | — |
| | 1,512 |
| | — |
| | 1,512 |
| | (267 | ) | | 7/28/2014 | | 2004 |
| Red Lobster | | Bridgeport | | CT | | — |
| | — |
| | 323 |
| | — |
| | 323 |
| | (133 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Danbury | | CT | | — |
| | — |
| | 159 |
| | — |
| | 159 |
| | (96 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Newark | | DE | | — |
| | — |
| | 1,515 |
| | — |
| | 1,515 |
| | (333 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Talleyville | | DE | | — |
| | 1,201 |
| | 1,877 |
| | — |
| | 3,078 |
| | (241 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Altamonte Springs | | FL | | — |
| | 1,212 |
| | 1,674 |
| | — |
| | 2,886 |
| | (212 | ) | | 7/28/2014 | | 1986 |
| Red Lobster | | Boynton Beach | | FL | | — |
| | — |
| | 1,631 |
| | — |
| | 1,631 |
| | (320 | ) | | 7/28/2014 | | 2008 |
| Red Lobster | | Fort Pierce | | FL | | — |
| | 618 |
| | 1,491 |
| | — |
| | 2,109 |
| | (220 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Hollywood | | FL | | — |
| | — |
| | 2,282 |
| | — |
| | 2,282 |
| | (463 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Kissimmee | | FL | | — |
| | — |
| | 1,364 |
| | — |
| | 1,364 |
| | (341 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Leesburg | | FL | | — |
| | 721 |
| | 1,262 |
| | — |
| | 1,983 |
| | (190 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Miami | | FL | | — |
| | — |
| | 1,062 |
| | — |
| | 1,062 |
| | (310 | ) | | 7/28/2014 | | 2003 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | Orlando | | FL | | — |
| | — |
| | 1,188 |
| | — |
| | 1,188 |
| | (331 | ) | | 7/28/2014 | | 1989 |
| Red Lobster | | Panama City | | FL | | — |
| | — |
| | 1,515 |
| | — |
| | 1,515 |
| | (296 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Pembroke Pines | | FL | | — |
| | 479 |
| | 3,126 |
| | — |
| | 3,605 |
| | (346 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Plantation | | FL | | — |
| | 1,975 |
| | 1,733 |
| | — |
| | 3,708 |
| | (229 | ) | | 7/28/2014 | | 1989 |
| Red Lobster | | Port Charlotte | | FL | | — |
| | 1,476 |
| | 1,516 |
| | — |
| | 2,992 |
| | (209 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Sebring | | FL | | — |
| | 1,003 |
| | 1,487 |
| | — |
| | 2,490 |
| | (197 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Winter Haven | | FL | | — |
| | 1,055 |
| | 2,217 |
| | — |
| | 3,272 |
| | (220 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Athens | | GA | | — |
| | 669 |
| | 2,027 |
| | — |
| | 2,696 |
| | (206 | ) | | 7/28/2014 | | 1971 |
| Red Lobster | | Austell | | GA | | — |
| | — |
| | 1,092 |
| | — |
| | 1,092 |
| | (233 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | Buford | | GA | | — |
| | 1,315 |
| | 2,638 |
| | — |
| | 3,953 |
| | (317 | ) | | 7/28/2014 | | 2000 |
| Red Lobster | | Cartersville | | GA | | — |
| | 594 |
| | 1,386 |
| | — |
| | 1,980 |
| | (199 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Columbus | | GA | | — |
| | 956 |
| | 1,957 |
| | — |
| | 2,913 |
| | (256 | ) | | 7/28/2014 | | 2005 |
| Red Lobster | | Conyers | | GA | | — |
| | 549 |
| | 3,144 |
| | — |
| | 3,693 |
| | (361 | ) | | 7/28/2014 | | 2000 |
| Red Lobster | | Dalton | | GA | | — |
| | 775 |
| | 2,045 |
| | — |
| | 2,820 |
| | (243 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Decatur | | GA | | — |
| | 1,102 |
| | 1,873 |
| | — |
| | 2,975 |
| | (200 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Douglasville | | GA | | — |
| | 1,356 |
| | 1,161 |
| | — |
| | 2,517 |
| | (174 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Jonesboro | | GA | | — |
| | 1,049 |
| | 1,678 |
| | — |
| | 2,727 |
| | (181 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Kennesaw | | GA | | — |
| | 1,382 |
| | 1,802 |
| | — |
| | 3,184 |
| | (220 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Perry | | GA | | — |
| | 351 |
| | 1,839 |
| | — |
| | 2,190 |
| | (244 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Rome | | GA | | — |
| | 961 |
| | 911 |
| | — |
| | 1,872 |
| | (135 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Roswell | | GA | | — |
| | 2,358 |
| | 354 |
| | — |
| | 2,712 |
| | (84 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Savannah | | GA | | — |
| | 475 |
| | 2,236 |
| | — |
| | 2,711 |
| | (232 | ) | | 7/28/2014 | | 1971 |
| Red Lobster | | Tucker | | GA | | — |
| | — |
| | 1,718 |
| | — |
| | 1,718 |
| | (337 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Ames | | IA | | — |
| | 789 |
| | 1,133 |
| | — |
| | 1,922 |
| | (188 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Cedar Rapids | | IA | | — |
| | — |
| | 495 |
| | — |
| | 495 |
| | (190 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Davenport | | IA | | — |
| | 619 |
| | 2,896 |
| | — |
| | 3,515 |
| | (301 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | West Des Moines | | IA | | — |
| | 1,033 |
| | 2,358 |
| | — |
| | 3,391 |
| | (254 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Boise | | ID | | — |
| | — |
| | 714 |
| | — |
| | 714 |
| | (203 | ) | | 7/28/2014 | | 1988 |
| Red Lobster | | Pocatello | | ID | | — |
| | — |
| | 773 |
| | — |
| | 773 |
| | (311 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Alton | | IL | | — |
| | 1,251 |
| | 1,854 |
| | — |
| | 3,105 |
| | (218 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Aurora | | IL | | — |
| | 1,598 |
| | 782 |
| | — |
| | 2,380 |
| | (116 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Chicago | | IL | | — |
| | 1,064 |
| | 2,422 |
| | — |
| | 3,486 |
| | (260 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Danville | | IL | | — |
| | 253 |
| | 1,580 |
| | — |
| | 1,833 |
| | (228 | ) | | 7/28/2014 | | 1991 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | Fairview Heights | | IL | | — |
| | — |
| | 1,806 |
| | — |
| | 1,806 |
| | (629 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Forsyth | | IL | | — |
| | — |
| | 1,083 |
| | — |
| | 1,083 |
| | (252 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Gurnee | | IL | | — |
| | 1,735 |
| | 2,286 |
| | — |
| | 4,021 |
| | (248 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Marion | | IL | | — |
| | 399 |
| | 2,399 |
| | — |
| | 2,798 |
| | (293 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Matteson | | IL | | — |
| | 962 |
| | 2,212 |
| | — |
| | 3,174 |
| | (231 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Norridge | | IL | | — |
| | — |
| | 929 |
| | — |
| | 929 |
| | (349 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Oak Lawn | | IL | | — |
| | 1,825 |
| | 2,316 |
| | — |
| | 4,141 |
| | (241 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Orland Park | | IL | | — |
| | 1,046 |
| | 2,489 |
| | — |
| | 3,535 |
| | (270 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Peru | | IL | | — |
| | 339 |
| | 1,169 |
| | — |
| | 1,508 |
| | (183 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Schaumburg | | IL | | — |
| | — |
| | 665 |
| | — |
| | 665 |
| | (175 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Springfield | | IL | | — |
| | 1,205 |
| | 1,253 |
| | — |
| | 2,458 |
| | (169 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | West Dundee | | IL | | — |
| | 197 |
| | 2,195 |
| | — |
| | 2,392 |
| | (242 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Anderson | | IN | | — |
| | 813 |
| | 1,272 |
| | — |
| | 2,085 |
| | (167 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Avon | | IN | | — |
| | — |
| | 864 |
| | — |
| | 864 |
| | (251 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | Columbus | | IN | | — |
| | 615 |
| | 1,435 |
| | — |
| | 2,050 |
| | (202 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Elkhart | | IN | | — |
| | 616 |
| | 1,657 |
| | — |
| | 2,273 |
| | (301 | ) | | 9/19/2014 | | 1993 |
| Red Lobster | | Evansville | | IN | | — |
| | 587 |
| | 3,357 |
| | — |
| | 3,944 |
| | (342 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Fort Wayne | | IN | | — |
| | 567 |
| | 2,985 |
| | — |
| | 3,552 |
| | (305 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Kokomo | | IN | | — |
| | 394 |
| | 1,835 |
| | — |
| | 2,229 |
| | (213 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Mishawaka | | IN | | — |
| | 593 |
| | 2,205 |
| | — |
| | 2,798 |
| | (238 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Muncie | | IN | | — |
| | 627 |
| | 1,427 |
| | — |
| | 2,054 |
| | (146 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Richmond | | IN | | — |
| | 371 |
| | 1,416 |
| | — |
| | 1,787 |
| | (212 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Terre Haute | | IN | | — |
| | 1,066 |
| | 2,640 |
| | — |
| | 3,706 |
| | (275 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Topeka | | KS | | — |
| | 754 |
| | 2,211 |
| | — |
| | 2,965 |
| | (234 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Elizabethtown | | KY | | — |
| | 866 |
| | 401 |
| | — |
| | 1,267 |
| | (138 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Lexington | | KY | | — |
| | — |
| | 1,094 |
| | — |
| | 1,094 |
| | (246 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Louisville | | KY | | — |
| | 893 |
| | 1,350 |
| | — |
| | 2,243 |
| | (197 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Owensboro | | KY | | — |
| | 815 |
| | 1,485 |
| | — |
| | 2,300 |
| | (194 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | St. Matthews | | KY | | — |
| | 1,640 |
| | 1,841 |
| | — |
| | 3,481 |
| | (200 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Baton Rouge | | LA | | — |
| | — |
| | 1,535 |
| | — |
| | 1,535 |
| | (303 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Monroe | | LA | | — |
| | 455 |
| | 2,022 |
| | — |
| | 2,477 |
| | (254 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Annapolis | | MD | | — |
| | — |
| | 644 |
| | — |
| | 644 |
| | (147 | ) | | 7/28/2014 | | 1985 |
| Red Lobster | | Frederick | | MD | | — |
| | — |
| | 319 |
| | — |
| | 319 |
| | (144 | ) | | 7/28/2014 | | 1997 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | Lanham | | MD | | — |
| | — |
| | 455 |
| | — |
| | 455 |
| | (156 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Owings Mills | | MD | | — |
| | — |
| | 229 |
| | — |
| | 229 |
| | (99 | ) | | 7/28/2014 | | 1989 |
| Red Lobster | | Salisbury | | MD | | — |
| | 1,070 |
| | 1,868 |
| | — |
| | 2,938 |
| | (249 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Suitland | | MD | | — |
| | 1,090 |
| | 3,112 |
| | — |
| | 4,202 |
| | (310 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Battle Creek | | MI | | — |
| | 202 |
| | 1,827 |
| | — |
| | 2,029 |
| | (217 | ) | | 7/28/2014 | | 1979 |
| Red Lobster | | Dearborn Heights | | MI | | — |
| | 822 |
| | 2,156 |
| | — |
| | 2,978 |
| | (237 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Flint | | MI | | — |
| | 505 |
| | 2,266 |
| | — |
| | 2,771 |
| | (252 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Fort Gratiot | | MI | | — |
| | 250 |
| | 1,611 |
| | — |
| | 1,861 |
| | (245 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Jackson | | MI | | — |
| | 235 |
| | 2,174 |
| | — |
| | 2,409 |
| | (241 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Kentwood | | MI | | — |
| | 819 |
| | 1,606 |
| | — |
| | 2,425 |
| | (188 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Lansing | | MI | | — |
| | — |
| | 1,534 |
| | — |
| | 1,534 |
| | (303 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Livonia | | MI | | — |
| | 635 |
| | 1,824 |
| | — |
| | 2,459 |
| | (232 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Mt. Pleasant | | MI | | — |
| | 508 |
| | 1,346 |
| | — |
| | 1,854 |
| | (202 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Novi | | MI | | — |
| | 2,061 |
| | 1,847 |
| | — |
| | 3,908 |
| | (229 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Portage | | MI | | — |
| | 396 |
| | 2,496 |
| | — |
| | 2,892 |
| | (264 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Saginaw | | MI | | — |
| | 335 |
| | 1,961 |
| | — |
| | 2,296 |
| | (222 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Southgate | | MI | | — |
| | 611 |
| | 2,531 |
| | — |
| | 3,142 |
| | (301 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Sterling Heights | | MI | | — |
| | 759 |
| | 3,215 |
| | — |
| | 3,974 |
| | (349 | ) | | 7/28/2014 | | 1985 |
| Red Lobster | | Traverse City | | MI | | — |
| | 1,036 |
| | 1,121 |
| | — |
| | 2,157 |
| | (190 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Warren | | MI | | — |
| | 349 |
| | 2,656 |
| | — |
| | 3,005 |
| | (279 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Mankato | | MN | | — |
| | 867 |
| | 1,642 |
| | — |
| | 2,509 |
| | (231 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Rochester | | MN | | — |
| | — |
| | 1,674 |
| | — |
| | 1,674 |
| | (284 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Roseville | | MN | | — |
| | 1,291 |
| | 1,298 |
| | — |
| | 2,589 |
| | (143 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | St. Cloud | | MN | | — |
| | 760 |
| | 2,770 |
| | — |
| | 3,530 |
| | (301 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Branson | | MO | | — |
| | 1,496 |
| | 1,074 |
| | — |
| | 2,570 |
| | (131 | ) | | 7/30/2014 | | 2000 |
| Red Lobster | | Bridgeton | | MO | | — |
| | 1,128 |
| | 2,003 |
| | — |
| | 3,131 |
| | (223 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Cape Girardeau | | MO | | — |
| | 1,412 |
| | 1,103 |
| | — |
| | 2,515 |
| | (186 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Chesterfield | | MO | | — |
| | — |
| | 1,762 |
| | — |
| | 1,762 |
| | (379 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Crestwood | | MO | | — |
| | 518 |
| | 1,466 |
| | — |
| | 1,984 |
| | (171 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Jefferson City | | MO | | — |
| | 593 |
| | 1,092 |
| | — |
| | 1,685 |
| | (153 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Springfield | | MO | | — |
| | — |
| | 1,510 |
| | — |
| | 1,510 |
| | (456 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | St. Joseph | | MO | | — |
| | 1,023 |
| | 1,002 |
| | — |
| | 2,025 |
| | (139 | ) | | 7/28/2014 | | 1979 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | St. Peters | | MO | | — |
| | — |
| | 1,543 |
| | — |
| | 1,543 |
| | (476 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | St.Louis | | MO | | — |
| | 1,387 |
| | 2,662 |
| | — |
| | 4,049 |
| | (271 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Jackson | | MS | | — |
| | 1,128 |
| | 2,851 |
| | — |
| | 3,979 |
| | (304 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Meridian | | MS | | — |
| | — |
| | 872 |
| | — |
| | 872 |
| | (207 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Southaven | | MS | | — |
| | 668 |
| | 2,640 |
| | — |
| | 3,308 |
| | (265 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Asheville | | NC | | — |
| | 544 |
| | 2,865 |
| | — |
| | 3,409 |
| | (303 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Burlington | | NC | | — |
| | 1,208 |
| | 403 |
| | — |
| | 1,611 |
| | (150 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Cary | | NC | | — |
| | 1,933 |
| | 1,118 |
| | — |
| | 3,051 |
| | (182 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Concord | | NC | | — |
| | — |
| | 1,506 |
| | — |
| | 1,506 |
| | (359 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Fayetteville | | NC | | — |
| | 675 |
| | 2,908 |
| | — |
| | 3,583 |
| | (276 | ) | | 7/28/2014 | | 1978 |
| Red Lobster | | Greensboro | | NC | | — |
| | 1,372 |
| | 1,785 |
| | — |
| | 3,157 |
| | (200 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Raleigh | | NC | | — |
| | 946 |
| | 2,183 |
| | — |
| | 3,129 |
| | (224 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Bismarck | | ND | | — |
| | 831 |
| | 3,321 |
| | — |
| | 4,152 |
| | (339 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Fargo | | ND | | — |
| | 888 |
| | 2,933 |
| | — |
| | 3,821 |
| | (312 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Grand Forks | | ND | | — |
| | 876 |
| | 1,694 |
| | — |
| | 2,570 |
| | (233 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Kearney | | NE | | — |
| | 678 |
| | 1,109 |
| | — |
| | 1,787 |
| | (186 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Lincoln | | NE | | — |
| | — |
| | 254 |
| | — |
| | 254 |
| | (90 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Cherry Hill | | NJ | | — |
| | — |
| | 2,274 |
| | — |
| | 2,274 |
| | (520 | ) | | 7/28/2014 | | 1984 |
| Red Lobster | | Deptford | | NJ | | — |
| | — |
| | 1,608 |
| | — |
| | 1,608 |
| | (390 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Vineland | | NJ | | — |
| | — |
| | 1,779 |
| | — |
| | 1,779 |
| | (319 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Clovis | | NM | | — |
| | — |
| | 318 |
| | — |
| | 318 |
| | (126 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Farmington | | NM | | — |
| | 855 |
| | 2,287 |
| | — |
| | 3,142 |
| | (281 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Amherst | | NY | | — |
| | 1,344 |
| | 1,271 |
| | — |
| | 2,615 |
| | (184 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Brooklyn | | NY | | — |
| | — |
| | 5,897 |
| | — |
| | 5,897 |
| | (1,190 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Henrietta | | NY | | — |
| | 956 |
| | 2,934 |
| | — |
| | 3,890 |
| | (315 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Hicksville | | NY | | — |
| | — |
| | 870 |
| | — |
| | 870 |
| | (214 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Liverpool | | NY | | — |
| | 900 |
| | 2,088 |
| | — |
| | 2,988 |
| | (237 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Poughkeepsie | | NY | | — |
| | 1,987 |
| | 669 |
| | — |
| | 2,656 |
| | (111 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Rochester | | NY | | — |
| | 756 |
| | 2,122 |
| | — |
| | 2,878 |
| | (268 | ) | | 7/28/2014 | | 1985 |
| Red Lobster | | Ronkonkoma | | NY | | — |
| | — |
| | 1,109 |
| | — |
| | 1,109 |
| | (268 | ) | | 7/28/2014 | | 2005 |
| Red Lobster | | Valley Stream | | NY | | — |
| | — |
| | 1,417 |
| | — |
| | 1,417 |
| | (354 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Vestal | | NY | | — |
| | 1,027 |
| | 2,255 |
| | — |
| | 3,282 |
| | (250 | ) | | 7/28/2014 | | 1976 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | Watertown | | NY | | — |
| | 807 |
| | 1,586 |
| | — |
| | 2,393 |
| | (231 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Yonkers | | NY | | — |
| | — |
| | 894 |
| | — |
| | 894 |
| | (224 | ) | | 7/28/2014 | | 2012 |
| Red Lobster | | Akron | | OH | | — |
| | — |
| | 1,398 |
| | — |
| | 1,398 |
| | (324 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Beavercreek | | OH | | — |
| | 551 |
| | 2,334 |
| | — |
| | 2,885 |
| | (285 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Canton | | OH | | — |
| | 398 |
| | 2,596 |
| | — |
| | 2,994 |
| | (262 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Cincinnati | | OH | | — |
| | 1,484 |
| | 1,687 |
| | — |
| | 3,171 |
| | (180 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Cincinnati | | OH | | — |
| | 365 |
| | 2,344 |
| | — |
| | 2,709 |
| | (243 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Columbus | | OH | | — |
| | — |
| | 1,100 |
| | — |
| | 1,100 |
| | (284 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Columbus | | OH | | — |
| | 787 |
| | 2,123 |
| | — |
| | 2,910 |
| | (222 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Cuyahoga Falls | | OH | | — |
| | 306 |
| | 2,511 |
| | — |
| | 2,817 |
| | (254 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Dublin | | OH | | — |
| | — |
| | 873 |
| | — |
| | 873 |
| | (198 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Lancaster | | OH | | — |
| | 737 |
| | 1,570 |
| | — |
| | 2,307 |
| | (204 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Lima | | OH | | — |
| | 843 |
| | 658 |
| | — |
| | 1,501 |
| | (140 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Mansfield | | OH | | — |
| | 335 |
| | 1,697 |
| | — |
| | 2,032 |
| | (192 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Mentor | | OH | | — |
| | 651 |
| | 2,129 |
| | — |
| | 2,780 |
| | (232 | ) | | 7/30/2014 | | 1977 |
| Red Lobster | | Miamisburg | | OH | | — |
| | 612 |
| | 2,615 |
| | — |
| | 3,227 |
| | (251 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | New Philadelphia | | OH | | — |
| | 232 |
| | 1,349 |
| | — |
| | 1,581 |
| | (195 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Niles | | OH | | — |
| | — |
| | 1,799 |
| | — |
| | 1,799 |
| | (361 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | North Olmsted | | OH | | — |
| | — |
| | 2,291 |
| | — |
| | 2,291 |
| | (402 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Parma | | OH | | — |
| | 466 |
| | 2,156 |
| | — |
| | 2,622 |
| | (227 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Sandusky | | OH | | — |
| | 1,290 |
| | 1,126 |
| | — |
| | 2,416 |
| | (163 | ) | | 7/30/2014 | | 1986 |
| Red Lobster | | St. Clairsville | | OH | | — |
| | — |
| | 853 |
| | — |
| | 853 |
| | (300 | ) | | 7/28/2014 | | 1997 |
| Red Lobster | | Wooster | | OH | | — |
| | 200 |
| | 1,205 |
| | — |
| | 1,405 |
| | (188 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Youngstown | | OH | | — |
| | 214 |
| | 2,477 |
| | — |
| | 2,691 |
| | (268 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Muskogee | | OK | | — |
| | 399 |
| | 1,707 |
| | — |
| | 2,106 |
| | (233 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Oklahoma City | | OK | | — |
| | 610 |
| | 2,681 |
| | — |
| | 3,291 |
| | (275 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Oklahoma City | | OK | | — |
| | 800 |
| | 1,960 |
| | — |
| | 2,760 |
| | (235 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Shawnee | | OK | | — |
| | 437 |
| | 1,744 |
| | — |
| | 2,181 |
| | (218 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | London | | ON | | — |
| | 1,502 |
| | 649 |
| | — |
| | 2,151 |
| | (156 | ) | | 7/28/2014 | | 1986 |
| Red Lobster | | Bartonsville | | PA | | — |
| | — |
| | 2,389 |
| | — |
| | 2,389 |
| | (419 | ) | | 7/28/2014 | | 2010 |
| Red Lobster | | Chambersburg | | PA | | — |
| | 694 |
| | 1,212 |
| | — |
| | 1,906 |
| | (191 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Du Bois | | PA | | — |
| | 317 |
| | 981 |
| | — |
| | 1,298 |
| | (168 | ) | | 7/28/2014 | | 1995 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | Greensburg | | PA | | — |
| | 748 |
| | 2,432 |
| | — |
| | 3,180 |
| | (266 | ) | | 7/28/2014 | | 1989 |
| Red Lobster | | Hanover | | PA | | — |
| | 446 |
| | 1,870 |
| | — |
| | 2,316 |
| | (246 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Lancaster | | PA | | — |
| | — |
| | 2,968 |
| | — |
| | 2,968 |
| | (450 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Langhorne | | PA | | — |
| | 979 |
| | 2,735 |
| | — |
| | 3,714 |
| | (328 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Mechanicsburg | | PA | | — |
| | 676 |
| | 2,656 |
| | — |
| | 3,332 |
| | (280 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Philadelphia | | PA | | — |
| | — |
| | 1,902 |
| | — |
| | 1,902 |
| | (301 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Pittsburgh | | PA | | — |
| | — |
| | 1,379 |
| | — |
| | 1,379 |
| | (328 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Pittsburgh | | PA | | — |
| | 1,352 |
| | 1,190 |
| | — |
| | 2,542 |
| | (141 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Pittsburgh | | PA | | — |
| | 1,641 |
| | 1,096 |
| | — |
| | 2,737 |
| | (146 | ) | | 7/28/2014 | | 1987 |
| Red Lobster | | Pottstown | | PA | | — |
| | — |
| | 1,115 |
| | — |
| | 1,115 |
| | (419 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Scranton | | PA | | — |
| | — |
| | 1,563 |
| | — |
| | 1,563 |
| | (405 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | Springfield | | PA | | — |
| | 1,571 |
| | 2,344 |
| | — |
| | 3,915 |
| | (282 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | State College | | PA | | — |
| | — |
| | 1,026 |
| | — |
| | 1,026 |
| | (340 | ) | | 7/28/2014 | | 1999 |
| Red Lobster | | Washington | | PA | | — |
| | — |
| | 694 |
| | — |
| | 694 |
| | (155 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Whitehall | | PA | | — |
| | — |
| | 2,155 |
| | — |
| | 2,155 |
| | (530 | ) | | 7/28/2014 | | 1977 |
| Red Lobster | | Aiken | | SC | | — |
| | 780 |
| | 1,247 |
| | — |
| | 2,027 |
| | (183 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Columbia | | SC | | — |
| | — |
| | 918 |
| | — |
| | 918 |
| | (210 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Florence | | SC | | — |
| | 779 |
| | 1,506 |
| | — |
| | 2,285 |
| | (209 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Myrtle Beach | | SC | | — |
| | — |
| | 462 |
| | — |
| | 462 |
| | (171 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Spartanburg | | SC | | — |
| | — |
| | 1,136 |
| | — |
| | 1,136 |
| | (206 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Sumter | | SC | | — |
| | 988 |
| | 1,117 |
| | — |
| | 2,105 |
| | (187 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Chattanooga | | TN | | — |
| | 1,548 |
| | 2,575 |
| | — |
| | 4,123 |
| | (247 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Clarksville | | TN | | — |
| | 543 |
| | 2,223 |
| | — |
| | 2,766 |
| | (253 | ) | | 7/28/2014 | | 1990 |
| Red Lobster | | Jackson | | TN | | — |
| | 822 |
| | 1,427 |
| | — |
| | 2,249 |
| | (214 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Memphis | | TN | | — |
| | 1,602 |
| | 2,290 |
| | — |
| | 3,892 |
| | (237 | ) | | 7/28/2014 | | 1972 |
| Red Lobster | | Sevierville | | TN | | — |
| | — |
| | 1,062 |
| | — |
| | 1,062 |
| | (287 | ) | | 7/28/2014 | | 2002 |
| Red Lobster | | Abilene | | TX | | — |
| | 209 |
| | 1,976 |
| | — |
| | 2,185 |
| | (224 | ) | | 7/30/2014 | | 1980 |
| Red Lobster | | Amarillo | | TX | | — |
| | 590 |
| | 2,342 |
| | — |
| | 2,932 |
| | (248 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Burleson | | TX | | — |
| | — |
| | 356 |
| | — |
| | 356 |
| | (147 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | College Station | | TX | | — |
| | — |
| | 643 |
| | — |
| | 643 |
| | (156 | ) | | 7/28/2014 | | 1983 |
| Red Lobster | | Conroe | | TX | | — |
| | — |
| | 557 |
| | — |
| | 557 |
| | (177 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Denton | | TX | | — |
| | 832 |
| | 2,044 |
| | — |
| | 2,876 |
| | (263 | ) | | 7/28/2014 | | 1991 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | Duncanville | | TX | | — |
| | 361 |
| | 2,658 |
| | — |
| | 3,019 |
| | (272 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | El Paso | | TX | | — |
| | — |
| | 414 |
| | — |
| | 414 |
| | (162 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | El Paso | | TX | | — |
| | — |
| | 883 |
| | — |
| | 883 |
| | (210 | ) | | 7/28/2014 | | 2008 |
| Red Lobster | | Fort Worth | | TX | | — |
| | — |
| | 239 |
| | — |
| | 239 |
| | (93 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Houston | | TX | | — |
| | — |
| | 399 |
| | — |
| | 399 |
| | (156 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Houston | | TX | | — |
| | 960 |
| | 1,833 |
| | — |
| | 2,793 |
| | (209 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Humble | | TX | | — |
| | — |
| | 1,087 |
| | — |
| | 1,087 |
| | (225 | ) | | 7/28/2014 | | 1980 |
| Red Lobster | | Killeen | | TX | | — |
| | 732 |
| | 1,935 |
| | — |
| | 2,667 |
| | (242 | ) | | 7/28/2014 | | 1991 |
| Red Lobster | | Laredo | | TX | | — |
| | — |
| | 819 |
| | — |
| | 819 |
| | (235 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Lewisville | | TX | | — |
| | 1,087 |
| | 1,626 |
| | (106 | ) | | 2,607 |
| | (180 | ) | | 7/28/2014 | | 1973 |
| Red Lobster | | Longview | | TX | | — |
| | 324 |
| | 2,625 |
| | — |
| | 2,949 |
| | (284 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Lubbock | | TX | | — |
| | 1,103 |
| | 1,494 |
| | — |
| | 2,597 |
| | (179 | ) | | 7/28/2014 | | 1976 |
| Red Lobster | | Lufkin | | TX | | — |
| | 15 |
| | 1,732 |
| | — |
| | 1,747 |
| | (232 | ) | | 7/28/2014 | | 1996 |
| Red Lobster | | Mcallen | | TX | | — |
| | 1,175 |
| | 2,280 |
| | — |
| | 3,455 |
| | (257 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Mcallen | | TX | | — |
| | 960 |
| | 1,647 |
| | — |
| | 2,607 |
| | (248 | ) | | 7/28/2014 | | 2010 |
| Red Lobster | | N. Richland Hills | | TX | | — |
| | 493 |
| | 2,889 |
| | — |
| | 3,382 |
| | (302 | ) | | 7/28/2014 | | 1978 |
| Red Lobster | | San Antonio | | TX | | — |
| | — |
| | 963 |
| | — |
| | 963 |
| | (170 | ) | | 7/28/2014 | | 1974 |
| Red Lobster | | Sugar Land | | TX | | — |
| | — |
| | 708 |
| | — |
| | 708 |
| | (158 | ) | | 7/28/2014 | | 1981 |
| Red Lobster | | Texarkana | | TX | | — |
| | 73 |
| | 2,148 |
| | — |
| | 2,221 |
| | (257 | ) | | 7/28/2014 | | 1986 |
| Red Lobster | | Tyler | | TX | | — |
| | 884 |
| | 1,755 |
| | — |
| | 2,639 |
| | (209 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Victoria | | TX | | — |
| | 478 |
| | 1,905 |
| | — |
| | 2,383 |
| | (224 | ) | | 7/28/2014 | | 1984 |
| Red Lobster | | Layton | | UT | | — |
| | 1,577 |
| | 1,333 |
| | — |
| | 2,910 |
| | (209 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Bristol | | VA | | — |
| | 816 |
| | 1,175 |
| | — |
| | 1,991 |
| | (179 | ) | | 7/28/2014 | | 2005 |
| Red Lobster | | Charlottesville | | VA | | — |
| | — |
| | 1,021 |
| | — |
| | 1,021 |
| | (202 | ) | | 7/28/2014 | | 1986 |
| Red Lobster | | Chesapeake | | VA | | — |
| | 1,262 |
| | 1,374 |
| | — |
| | 2,636 |
| | (176 | ) | | 7/28/2014 | | 1992 |
| Red Lobster | | Harrisonburg | | VA | | — |
| | 465 |
| | 1,369 |
| | — |
| | 1,834 |
| | (212 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Manassas | | VA | | — |
| | 1,800 |
| | 941 |
| | — |
| | 2,741 |
| | (155 | ) | | 7/28/2014 | | 1993 |
| Red Lobster | | Midlothian | | VA | | — |
| | — |
| | 655 |
| | — |
| | 655 |
| | (211 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Sterling | | VA | | — |
| | — |
| | 646 |
| | — |
| | 646 |
| | (206 | ) | | 7/28/2014 | | 2001 |
| Red Lobster | | Winchester | | VA | | — |
| | — |
| | 357 |
| | — |
| | 357 |
| | (145 | ) | | 7/28/2014 | | 2006 |
| Red Lobster | | Olympia | | WA | | — |
| | — |
| | 596 |
| | — |
| | 596 |
| | (238 | ) | | 7/28/2014 | | 1995 |
| Red Lobster | | Silverdale | | WA | | — |
| | 1,661 |
| | 501 |
| | — |
| | 2,162 |
| | (127 | ) | | 7/28/2014 | | 1993 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Red Lobster | | Spokane | | WA | | — |
| | — |
| | 1,427 |
| | — |
| | 1,427 |
| | (289 | ) | | 7/28/2014 | | 2009 |
| Red Lobster | | Ashwaubenon | | WI | | — |
| | 1,270 |
| | 1,116 |
| | — |
| | 2,386 |
| | (151 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Eau Claire | | WI | | — |
| | 527 |
| | 1,534 |
| | — |
| | 2,061 |
| | (206 | ) | | 7/28/2014 | | 1982 |
| Red Lobster | | Greenfield | | WI | | — |
| | 1,823 |
| | 1,673 |
| | — |
| | 3,496 |
| | (191 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Mt. Pleasant | | WI | | — |
| | 856 |
| | 1,773 |
| | — |
| | 2,629 |
| | (270 | ) | | 7/28/2014 | | 2012 |
| Red Lobster | | Wauwatosa | | WI | | — |
| | 1,524 |
| | 997 |
| | — |
| | 2,521 |
| | (138 | ) | | 7/28/2014 | | 1975 |
| Red Lobster | | Charleston | | WV | | — |
| | — |
| | 1,100 |
| | — |
| | 1,100 |
| | (288 | ) | | 7/28/2014 | | 2003 |
| Red Lobster | | Huntington | | WV | | — |
| | 344 |
| | 2,552 |
| | — |
| | 2,896 |
| | (297 | ) | | 7/28/2014 | | 1985 |
| Red Lobster | | Morgantown | | WV | | — |
| | 1,252 |
| | 1,477 |
| | — |
| | 2,729 |
| | (225 | ) | | 7/28/2014 | | 2009 |
| Red Lobster | | Parkersburg | | WV | | — |
| | 654 |
| | 1,447 |
| | — |
| | 2,101 |
| | (221 | ) | | 7/28/2014 | | 1994 |
| Red Lobster | | Casper | | WY | | — |
| | 1,014 |
| | 1,337 |
| | — |
| | 2,351 |
| | (233 | ) | | 7/28/2014 | | 2011 |
| Red Lobster | | Cheyenne | | WY | | — |
| | 1,514 |
| | 640 |
| | — |
| | 2,154 |
| | (79 | ) | | 7/28/2014 | | 1992 |
| Red Oak Village | | San Marcos | | TX | | 12,480 |
| | 5,287 |
| | 20,357 |
| | 171 |
| | 25,815 |
| | (4,006 | ) | | 2/7/2014 | | 2006 |
| Reef Services, LLC | | Gainesville | | TX | | — |
| | 86 |
| | 285 |
| | — |
| | 371 |
| | (46 | ) | | 6/25/2014 | | 2009 |
| Ridley Pointe | | Smyrna | | TN | | — |
| | 2,009 |
| | 9,467 |
| | 109 |
| | 11,585 |
| | (103 | ) | | 8/25/2017 | | 2016 |
| Rite Aid | | Talladega | | AL | | — |
| | 377 |
| | 1,311 |
| | — |
| | 1,688 |
| | (316 | ) | | 1/8/2014 | | 1997 |
| Rite Aid | | Bear | | DE | | — |
| | 851 |
| | 2,702 |
| | — |
| | 3,553 |
| | (662 | ) | | 1/8/2014 | | 1999 |
| Rite Aid | | Tucker | | GA | | — |
| | 793 |
| | 1,419 |
| | — |
| | 2,212 |
| | (341 | ) | | 1/8/2014 | | 1996 |
| Rite Aid | | Jeffersonville | | IN | | — |
| | 824 |
| | 2,472 |
| | — |
| | 3,296 |
| | (751 | ) | | 11/30/2012 | | 2008 |
| Rite Aid | | Lawrenceburg | | KY | | — |
| | 567 |
| | 2,267 |
| | — |
| | 2,834 |
| | (689 | ) | | 11/30/2012 | | 2008 |
| Rite Aid | | Lexington | | KY | | — |
| | — |
| | 1,943 |
| | — |
| | 1,943 |
| | (590 | ) | | 11/30/2012 | | 2007 |
| Rite Aid | | Paris | | KY | | — |
| | 743 |
| | 2,228 |
| | — |
| | 2,971 |
| | (677 | ) | | 11/30/2012 | | 2008 |
| Rite Aid | | Scottsville | | KY | | — |
| | 153 |
| | 2,904 |
| | — |
| | 3,057 |
| | (882 | ) | | 11/30/2012 | | 2007 |
| Rite Aid | | Stanford | | KY | | — |
| | 152 |
| | 2,886 |
| | — |
| | 3,038 |
| | (876 | ) | | 11/30/2012 | | 2009 |
| Rite Aid | | Adams | | MA | | — |
| | 300 |
| | 1,200 |
| | — |
| | 1,500 |
| | (321 | ) | | 7/30/2013 | | 1958 |
| Rite Aid | | Bangor | | ME | | — |
| | 724 |
| | 2,896 |
| | — |
| | 3,620 |
| | (643 | ) | | 5/19/2014 | | 1998 |
| Rite Aid | | Buxton | | ME | | — |
| | — |
| | — |
| | 2,131 |
| | 2,131 |
| | (375 | ) | | 5/19/2014 | | 1997 |
| Rite Aid | | Dover-Foxcroft | | ME | | — |
| | 256 |
| | 2,659 |
| | — |
| | 2,915 |
| | (653 | ) | | 1/8/2014 | | 1999 |
| Rite Aid | | Fort Fairfield | | ME | | — |
| | 117 |
| | 1,821 |
| | 76 |
| | 2,014 |
| | (451 | ) | | 1/8/2014 | | 1998 |
| Rite Aid | | Fort Kent | | ME | | — |
| | 387 |
| | 2,064 |
| | — |
| | 2,451 |
| | (496 | ) | | 1/8/2014 | | 1999 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Rite Aid | | Van Buren | | ME | | — |
| | 115 |
| | 1,720 |
| | — |
| | 1,835 |
| | (425 | ) | | 1/8/2014 | | 1998 |
| Rite Aid | | Bay City | | MI | | — |
| | 463 |
| | 1,629 |
| | 62 |
| | 2,154 |
| | (316 | ) | | 6/24/2014 | | 1996 |
| Rite Aid | | Burton | | MI | | — |
| | 128 |
| | 2,541 |
| | (50 | ) | | 2,619 |
| | (674 | ) | | 7/26/2013 | | 1999 |
| Rite Aid | | West Branch | | MI | | — |
| | 418 |
| | 1,280 |
| | 70 |
| | 1,768 |
| | (269 | ) | | 6/23/2014 | | 1996 |
| Rite Aid | | Burlington | | NC | | — |
| | 973 |
| | 2,726 |
| | — |
| | 3,699 |
| | (669 | ) | | 1/8/2014 | | 2000 |
| Rite Aid | | Wilson | | NC | | — |
| | 573 |
| | 1,337 |
| | — |
| | 1,910 |
| | (358 | ) | | 7/30/2013 | | 2002 |
| Rite Aid | | Bristol | | NH | | — |
| | 395 |
| | 1,461 |
| | 52 |
| | 1,908 |
| | (364 | ) | | 1/8/2014 | | 1997 |
| Rite Aid | | Winchester | | NH | | — |
| | 343 |
| | 1,868 |
| | — |
| | 2,211 |
| | (460 | ) | | 1/8/2014 | | 1998 |
| Rite Aid | | Cheektowaga | | NY | | — |
| | 436 |
| | 3,466 |
| | — |
| | 3,902 |
| | (767 | ) | | 2/7/2014 | | 2000 |
| Rite Aid | | Genoa | | OH | | — |
| | 405 |
| | 1,845 |
| | — |
| | 2,250 |
| | (442 | ) | | 1/8/2014 | | 1998 |
| Rite Aid | | Lima | | OH | | — |
| | 576 |
| | 2,304 |
| | — |
| | 2,880 |
| | (700 | ) | | 11/13/2012 | | 2006 |
| Rite Aid | | Louisville | | OH | | — |
| | 576 |
| | 3,266 |
| | — |
| | 3,842 |
| | (1,000 | ) | | 10/31/2012 | | 2008 |
| Rite Aid | | Marion | | OH | | — |
| | 508 |
| | 2,877 |
| | — |
| | 3,385 |
| | (874 | ) | | 11/13/2012 | | 2006 |
| Rite Aid | | St. Marys | | OH | | — |
| | 581 |
| | 2,322 |
| | — |
| | 2,903 |
| | (501 | ) | | 5/19/2014 | | 2005 |
| Rite Aid | | Warren | | OH | | — |
| | 668 |
| | 2,670 |
| | 62 |
| | 3,400 |
| | (590 | ) | | 5/19/2014 | | 1999 |
| Rite Aid | | Wheelersburg | | OH | | — |
| | 361 |
| | 1,444 |
| | 65 |
| | 1,870 |
| | (329 | ) | | 5/19/2014 | | 1998 |
| Rite Aid | | Meadville | | PA | | — |
| | 193 |
| | 2,521 |
| | — |
| | 2,714 |
| | (602 | ) | | 1/8/2014 | | 1999 |
| Rite Aid | | Philadelphia | | PA | | — |
| | 633 |
| | 2,531 |
| | — |
| | 3,164 |
| | (567 | ) | | 5/19/2014 | | 1999 |
| Rite Aid | | Spartanburg | | SC | | — |
| | 894 |
| | 3,575 |
| | — |
| | 4,469 |
| | (771 | ) | | 5/19/2014 | | 2004 |
| Rite Aid | | Travelers Rest | | SC | | — |
| | 882 |
| | 3,527 |
| | — |
| | 4,409 |
| | (761 | ) | | 5/19/2014 | | 2005 |
| Rite Aid | | Memphis | | TN | | — |
| | 266 |
| | 1,062 |
| | 54 |
| | 1,382 |
| | (244 | ) | | 5/19/2014 | | 2000 |
| Rite Aid | | Murfreesboro | | TN | | — |
| | 454 |
| | 1,817 |
| | — |
| | 2,271 |
| | (392 | ) | | 5/19/2014 | | 1999 |
| Rite Aid | | Hayes | | VA | | — |
| | 812 |
| | 3,247 |
| | — |
| | 4,059 |
| | (701 | ) | | 5/19/2014 | | 2005 |
| Rite Aid | | Huntington | | WV | | — |
| | 964 |
| | 2,250 |
| | — |
| | 3,214 |
| | (684 | ) | | 11/30/2012 | | 2008 |
| Road Ranger | | Winnebago | | IL | | — |
| | 707 |
| | 3,202 |
| | — |
| | 3,909 |
| | (716 | ) | | 2/7/2014 | | 1998 |
| Rockwell Collins | | Sterling | | VA | | — |
| | 4,285 |
| | 29,802 |
| | 823 |
| | 34,910 |
| | (4,928 | ) | | 6/30/2014 | | 2011 |
| Ross | | Austin | | TX | | — |
| | 658 |
| | 2,631 |
| | 700 |
| | 3,989 |
| | (726 | ) | | 5/19/2014 | | 2002 |
| Ross | | Port Arthur | | TX | | 8,077 |
| | 3,331 |
| | 14,992 |
| | — |
| | 18,323 |
| | (2,887 | ) | | 2/7/2014 | | 2008 |
| Rubbermaid | | Winfield | | KS | | — |
| | 819 |
| | 15,555 |
| | — |
| | 16,374 |
| | (4,816 | ) | | 11/28/2012 | | 2012 |
| Rubbermaid | | Winfield | | KS | | — |
| | 1,056 |
| | 20,060 |
| | — |
| | 21,116 |
| | (6,644 | ) | | 4/25/2012 | | 2008 |
| Rubbermaid | | Bowling Green | | OH | | — |
| | 714 |
| | 13,564 |
| | — |
| | 14,278 |
| | (3,689 | ) | | 7/29/2013 | | 2013 |
| Rubbermaid | | Brimfield | | OH | | — |
| | 1,552 |
| | 29,495 |
| | — |
| | 31,047 |
| | (8,921 | ) | | 1/31/2013 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Ruby Tuesday | | Dillon | | CO | | — |
| | 400 |
| | 1,628 |
| | — |
| | 2,028 |
| | (416 | ) | | 6/27/2013 | | 1995 |
| Ruby Tuesday | | Bartow | | FL | | — |
| | 270 |
| | 1,916 |
| | — |
| | 2,186 |
| | (490 | ) | | 6/27/2013 | | 1995 |
| Ruby Tuesday | | Orlando | | FL | | — |
| | 1,286 |
| | — |
| | (710 | ) | | 576 |
| | — |
| | 7/31/2013 | | 1998 |
| Ruby Tuesday | | Somerset | | KY | | — |
| | 480 |
| | 1,120 |
| | — |
| | 1,600 |
| | (286 | ) | | 6/27/2013 | | 1995 |
| Ryan's Buffet | | Commerce | | GA | | — |
| | 962 |
| | 1,470 |
| | (647 | ) | | 1,785 |
| | (203 | ) | | 2/7/2014 | | 1996 |
| Ryan's Buffet | | Rome | | GA | | — |
| | 831 |
| | 1,848 |
| | (919 | ) | | 1,760 |
| | (207 | ) | | 2/7/2014 | | 1983 |
| Ryan's Buffet | | Asheville | | NC | | — |
| | 1,261 |
| | 2,204 |
| | (1,179 | ) | | 2,286 |
| | (259 | ) | | 2/7/2014 | | 1996 |
| Ryan's Buffet | | Clarksburg | | WV | | — |
| | — |
| | 1,639 |
| | (1,305 | ) | | 334 |
| | (48 | ) | | 1/8/2014 | | 2001 |
| Salty's | | Jasper | | AL | | — |
| | 140 |
| | 219 |
| | — |
| | 359 |
| | (56 | ) | | 6/27/2013 | | 1995 |
| The Salvation Army | | Houston | | TX | | — |
| | 2,640 |
| | 10,559 |
| | — |
| | 13,199 |
| | (2,162 | ) | | 5/19/2014 | | 2004 |
| Sam's Club | | Hoover | | AL | | — |
| | 2,253 |
| | 9,606 |
| | — |
| | 11,859 |
| | (1,825 | ) | | 2/7/2014 | | 1989 |
| Sam's Club | | Colorado Springs | | CO | | — |
| | 3,347 |
| | 12,652 |
| | — |
| | 15,999 |
| | (2,366 | ) | | 2/7/2014 | | 1998 |
| Sam's Club | | Douglasville | | GA | | — |
| | 1,701 |
| | 11,052 |
| | — |
| | 12,753 |
| | (1,926 | ) | | 2/7/2014 | | 1999 |
| Sam's Southern Eatery | | Kennesaw | | GA | | — |
| | 210 |
| | 46 |
| | — |
| | 256 |
| | (12 | ) | | 6/27/2013 | | 1995 |
| Santa Rosa Commons | | Pace | | FL | | 13,000 |
| | 4,447 |
| | 21,884 |
| | 58 |
| | 26,389 |
| | (4,110 | ) | | 2/7/2014 | | 2008 |
| Savers | | Austin | | TX | | — |
| | 740 |
| | 2,958 |
| | — |
| | 3,698 |
| | (609 | ) | | 5/19/2014 | | 2002 |
| Schlotzsky's | | Colorado Springs | | CO | | — |
| | 530 |
| | 530 |
| | — |
| | 1,060 |
| | (133 | ) | | 6/27/2013 | | 1997 |
| Schmitz & Schmitz | | Gainesville | | TX | | — |
| | 29 |
| | 1,950 |
| | — |
| | 1,979 |
| | (262 | ) | | 6/25/2014 | | 1930 |
| Scotts Company | | Orrville | | OH | | — |
| | 278 |
| | 2,502 |
| | — |
| | 2,780 |
| | (790 | ) | | 9/28/2012 | | 1950 |
| Scotts Company | | Orrville | | OH | | — |
| | 611 |
| | 1,134 |
| | — |
| | 1,745 |
| | (365 | ) | | 7/30/2012 | | 1950 |
| Scotts Company | | Orrville | | OH | | — |
| | 609 |
| | 11,576 |
| | — |
| | 12,185 |
| | (3,727 | ) | | 7/30/2012 | | 2006 |
| SCP Distributors | | North Little Rock | | AR | | — |
| | 258 |
| | 1,665 |
| | (9 | ) | | 1,914 |
| | (229 | ) | | 11/20/2014 | | 2006 |
| SCP Distributors | | Knoxville | | TN | | — |
| | 251 |
| | 900 |
| | — |
| | 1,151 |
| | (145 | ) | | 11/20/2014 | | 2012 |
| Sedwick Claims Management Serv | | Dublin | | OH | | — |
| | 945 |
| | 8,520 |
| | — |
| | 9,465 |
| | (1,451 | ) | | 6/26/2014 | | 1997 |
| Select Energy Services | | Damascus | | AR | | — |
| | 530 |
| | 800 |
| | — |
| | 1,330 |
| | (238 | ) | | 6/12/2014 | | 2009 |
| Select Energy Services | | Frierson | | LA | | — |
| | 260 |
| | 4,954 |
| | — |
| | 5,214 |
| | (787 | ) | | 6/12/2014 | | 2010 |
| Select Energy Services | | Alderson | | OK | | — |
| | 260 |
| | 1,150 |
| | — |
| | 1,410 |
| | (229 | ) | | 6/12/2014 | | 2008 |
| Select Energy Services | | Big Wells | | TX | | — |
| | 353 |
| | 1,820 |
| | — |
| | 2,173 |
| | (291 | ) | | 6/12/2014 | | 2011 |
| Select Energy Services | | Chireno | | TX | | — |
| | 388 |
| | 5,470 |
| | — |
| | 5,858 |
| | (861 | ) | | 6/25/2014 | | 2011 |
| Select Energy Services | | Cleburne | | TX | | — |
| | 154 |
| | 2,333 |
| | — |
| | 2,487 |
| | (374 | ) | | 6/25/2014 | | 2008 |
| Select Energy Services | | Dilley | | TX | | — |
| | 308 |
| | 1,416 |
| | — |
| | 1,724 |
| | (237 | ) | | 6/25/2014 | | 2012 |
| Select Energy Services | | Odessa | | TX | | — |
| | 460 |
| | 1,998 |
| | — |
| | 2,458 |
| | (353 | ) | | 6/25/2014 | | 1982 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Senor Panchos | | Orrville | | OH | | — |
| | 99 |
| | 176 |
| | — |
| | 275 |
| | (46 | ) | | 6/27/2013 | | 1990 |
| Shale Tank Truck | | Cleburne | | TX | | — |
| | 476 |
| | 547 |
| | — |
| | 1,023 |
| | (96 | ) | | 6/25/2014 | | 2007 |
| Shale Tank Truck | | Midland | | TX | | — |
| | 757 |
| | 939 |
| | — |
| | 1,696 |
| | (173 | ) | | 6/25/2014 | | 2012 |
| Sherwin-Williams | | Angola | | IN | | — |
| | 249 |
| | 996 |
| | — |
| | 1,245 |
| | (202 | ) | | 5/19/2014 | | 2001 |
| Sherwin-Williams | | Muskegon | | MI | | — |
| | 187 |
| | 1,524 |
| | — |
| | 1,711 |
| | (315 | ) | | 2/7/2014 | | 2008 |
| Sherwin-Williams | | Ashtabula | | OH | | — |
| | 176 |
| | 704 |
| | — |
| | 880 |
| | (116 | ) | | 5/19/2014 | | 2003 |
| Sherwin-Williams | | Boardman | | OH | | — |
| | 206 |
| | 825 |
| | — |
| | 1,031 |
| | (136 | ) | | 5/19/2014 | | 2003 |
| Shoney's | | Gadsden | | AL | | — |
| | 220 |
| | 707 |
| | — |
| | 927 |
| | (181 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Oxford | | AL | | — |
| | 670 |
| | 25 |
| | — |
| | 695 |
| | (6 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Grayson | | KY | | — |
| | 420 |
| | 406 |
| | — |
| | 826 |
| | (104 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Grenada | | MS | | — |
| | 270 |
| | 809 |
| | — |
| | 1,079 |
| | (190 | ) | | 7/31/2013 | | 1995 |
| Shoney's | | Hattiesburg | | MS | | — |
| | 730 |
| | 618 |
| | — |
| | 1,348 |
| | (158 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Jackson | | MS | | — |
| | 360 |
| | 572 |
| | — |
| | 932 |
| | (146 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Summerville | | SC | | — |
| | 350 |
| | 800 |
| | — |
| | 1,150 |
| | (204 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Cookeville | | TN | | — |
| | 510 |
| | 760 |
| | — |
| | 1,270 |
| | (194 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Lawrenceburg | | TN | | — |
| | 330 |
| | 873 |
| | — |
| | 1,203 |
| | (223 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Charleston | | WV | | — |
| | 190 |
| | 543 |
| | — |
| | 733 |
| | (139 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Lewisburg | | WV | | — |
| | 110 |
| | 642 |
| | — |
| | 752 |
| | (164 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Princeton | | WV | | — |
| | 90 |
| | 593 |
| | — |
| | 683 |
| | (152 | ) | | 6/27/2013 | | 1995 |
| Shoney's | | Ripley | | WV | | — |
| | 200 |
| | 599 |
| | — |
| | 799 |
| | (153 | ) | | 6/27/2013 | | 1995 |
| Shopko Hometown | | L'Anse | | MI | | — |
| | 382 |
| | 1,736 |
| | — |
| | 2,118 |
| | (371 | ) | | 5/13/2014 | | 2009 |
| Sierra Pines | | The Woodlands | | TX | | 14,941 |
| | 5,219 |
| | 19,196 |
| | 6,893 |
| | 31,308 |
| | (1,974 | ) | | 11/5/2013 | | 2014 |
| Smokey Bones | | Morrow | | GA | | — |
| | 390 |
| | 2,184 |
| | — |
| | 2,574 |
| | (558 | ) | | 6/27/2013 | | 1995 |
| Smokey Bones | | Pittsburgh | | PA | | — |
| | 1,490 |
| | 390 |
| | — |
| | 1,880 |
| | (113 | ) | | 7/28/2014 | | 2000 |
| Sonic Drive-In | | Wadesboro | | NC | | — |
| | 137 |
| | 266 |
| | — |
| | 403 |
| | (67 | ) | | 6/27/2013 | | 2007 |
| Sonny's Real Pit BBQ | | Venice | | FL | | — |
| | 338 |
| | 507 |
| | — |
| | 845 |
| | (134 | ) | | 7/31/2013 | | 1978 |
| Sonny's Real Pit BBQ | | Athens | | GA | | — |
| | 460 |
| | 1,280 |
| | — |
| | 1,740 |
| | (327 | ) | | 6/27/2013 | | 1995 |
| Sonny's Real Pit BBQ | | Conyers | | GA | | — |
| | 450 |
| | 663 |
| | — |
| | 1,113 |
| | (169 | ) | | 6/27/2013 | | 1995 |
| Sonny's Real Pit BBQ | | Marietta | | GA | | — |
| | 290 |
| | 1,772 |
| | — |
| | 2,062 |
| | (453 | ) | | 6/27/2013 | | 1995 |
| Southern Kitchen | | Prattville | | AL | | — |
| | 1,038 |
| | 1,802 |
| | (1,871 | ) | | 969 |
| | (79 | ) | | 2/7/2014 | | 1997 |
| Sovereign Bank | | Linden | | NJ | | — |
| | 601 |
| | 2,329 |
| | — |
| | 2,930 |
| | (516 | ) | | 1/8/2014 | | 1945 |
| Sovereign Bank | | Kennett Square | | PA | | — |
| | 837 |
| | 2,412 |
| | — |
| | 3,249 |
| | (536 | ) | | 1/8/2014 | | 1963 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Spaghetti Warehouse | | Arlington | | TX | | — |
| | 630 |
| | 1,400 |
| | — |
| | 2,030 |
| | (358 | ) | | 6/27/2013 | | 1995 |
| Spaghetti Warehouse | | San Antonio | | TX | | — |
| | 1,140 |
| | 1,434 |
| | (1,063 | ) | | 1,511 |
| | (53 | ) | | 6/27/2013 | | 1995 |
| Sprouts | | Centennial | | CO | | — |
| | 1,581 |
| | 6,394 |
| | — |
| | 7,975 |
| | (1,407 | ) | | 2/7/2014 | | 2009 |
| St. Luke's Urgent Care | | Creve Coeur | | MO | | — |
| | 1,644 |
| | 4,497 |
| | — |
| | 6,141 |
| | (1,022 | ) | | 2/7/2014 | | 2010 |
| Staples | | Pensacola | | FL | | — |
| | 1,539 |
| | 3,354 |
| | — |
| | 4,893 |
| | (598 | ) | | 2/7/2014 | | 2010 |
| Staples | | Helena | | MT | | — |
| | 1,159 |
| | 2,452 |
| | — |
| | 3,611 |
| | (465 | ) | | 2/7/2014 | | 2012 |
| Staples | | Houston | | TX | | 1,815 |
| | 1,169 |
| | 3,192 |
| | — |
| | 4,361 |
| | (573 | ) | | 2/7/2014 | | 2008 |
| Starbucks | | Las Vegas | | NV | | — |
| | 680 |
| | 1,533 |
| | — |
| | 2,213 |
| | (379 | ) | | 6/27/2013 | | 1995 |
| Steak 'n Shake | | Tampa | | FL | | — |
| | 951 |
| | — |
| | 785 |
| | 1,736 |
| | (39 | ) | | 7/31/2013 | | 1999 |
| Stearns Crossing | | Bartlett | | IL | | 7,060 |
| | 4,437 |
| | 5,970 |
| | 376 |
| | 10,783 |
| | (1,517 | ) | | 2/7/2014 | | 1999 |
| Stop & Shop | | Levittown | | PA | | — |
| | 4,716 |
| | 9,955 |
| | — |
| | 14,671 |
| | (2,050 | ) | | 11/5/2013 | | 1995 |
| Stop & Shop | | Cranston | | RI | | — |
| | 4,309 |
| | — |
| | — |
| | 4,309 |
| | — |
| | 2/7/2014 | | 2011 |
| Stripes | | Portales | | NM | | — |
| | 306 |
| | 2,595 |
| | — |
| | 2,901 |
| | (610 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Andrews | | TX | | — |
| | 406 |
| | 2,302 |
| | — |
| | 2,708 |
| | (630 | ) | | 2/15/2013 | | 2008 |
| Stripes | | Brady | | TX | | — |
| | 203 |
| | 3,205 |
| | — |
| | 3,408 |
| | (691 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Brownsville | | TX | | — |
| | 613 |
| | 3,195 |
| | — |
| | 3,808 |
| | (707 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Carrizo Springs | | TX | | — |
| | 496 |
| | 2,526 |
| | — |
| | 3,022 |
| | (610 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Corpus Christi | | TX | | — |
| | 681 |
| | 2,047 |
| | — |
| | 2,728 |
| | (461 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Corpus Christi | | TX | | — |
| | 1,011 |
| | 3,125 |
| | — |
| | 4,136 |
| | (696 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Corpus Christi | | TX | | — |
| | 803 |
| | 3,109 |
| | — |
| | 3,912 |
| | (693 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Eagle Pass | | TX | | — |
| | 762 |
| | 2,453 |
| | — |
| | 3,215 |
| | (555 | ) | | 2/7/2014 | | 2009 |
| Stripes | | Edinburg | | TX | | — |
| | 1,286 |
| | 1,546 |
| | — |
| | 2,832 |
| | (352 | ) | | 2/7/2014 | | 1999 |
| Stripes | | Edinburg | | TX | | — |
| | 488 |
| | 2,499 |
| | — |
| | 2,987 |
| | (598 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Edinburg | | TX | | — |
| | 450 |
| | 2,818 |
| | — |
| | 3,268 |
| | (564 | ) | | 2/7/2014 | | 2007 |
| Stripes | | Fort Stockton | | TX | | — |
| | 1,237 |
| | 3,812 |
| | — |
| | 5,049 |
| | (992 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Haskell | | TX | | — |
| | 143 |
| | 2,554 |
| | — |
| | 2,697 |
| | (596 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Houston | | TX | | — |
| | 1,204 |
| | 2,069 |
| | — |
| | 3,273 |
| | (450 | ) | | 2/7/2014 | | 2007 |
| Stripes | | La Feria | | TX | | — |
| | 219 |
| | 1,970 |
| | — |
| | 2,189 |
| | (540 | ) | | 2/15/2013 | | 2008 |
| Stripes | | Laredo | | TX | | — |
| | 581 |
| | 2,367 |
| | — |
| | 2,948 |
| | (563 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Laredo | | TX | | — |
| | 626 |
| | 2,338 |
| | — |
| | 2,964 |
| | (567 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Midland | | TX | | — |
| | 1,098 |
| | 4,857 |
| | — |
| | 5,955 |
| | (1,070 | ) | | 2/7/2014 | | 2006 |
| Stripes | | Mission | | TX | | — |
| | 742 |
| | 550 |
| | — |
| | 1,292 |
| | (117 | ) | | 2/7/2014 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Stripes | | Mission | | TX | | — |
| | 1,007 |
| | 3,178 |
| | (33 | ) | | 4,152 |
| | (660 | ) | | 2/7/2014 | | 2003 |
| Stripes | | Odessa | | TX | | — |
| | 301 |
| | 2,895 |
| | — |
| | 3,196 |
| | (647 | ) | | 2/7/2014 | | 2011 |
| Stripes | | Odessa | | TX | | — |
| | 803 |
| | 3,596 |
| | — |
| | 4,399 |
| | (1,155 | ) | | 2/7/2014 | | 1998 |
| Stripes | | Pharr | | TX | | — |
| | 281 |
| | 2,531 |
| | — |
| | 2,812 |
| | (693 | ) | | 2/15/2013 | | 1995 |
| Stripes | | Ranchito | | TX | | — |
| | 498 |
| | 2,671 |
| | — |
| | 3,169 |
| | (588 | ) | | 2/7/2014 | | 2010 |
| Stripes | | Rio Hondo | | TX | | — |
| | 293 |
| | 2,640 |
| | — |
| | 2,933 |
| | (723 | ) | | 2/15/2013 | | 2008 |
| Stripes | | San Angelo | | TX | | — |
| | 772 |
| | 4,025 |
| | — |
| | 4,797 |
| | (889 | ) | | 2/7/2014 | | 1997 |
| Stripes | | San Angelo | | TX | | — |
| | 1,006 |
| | 3,277 |
| | — |
| | 4,283 |
| | (728 | ) | | 2/7/2014 | | 2007 |
| Subway | | Knoxville | | TN | | — |
| | 160 |
| | 349 |
| | — |
| | 509 |
| | (86 | ) | | 6/27/2013 | | 1995 |
| Sun Trust Bank | | Coral Springs | | FL | | — |
| | 654 |
| | 1,525 |
| | — |
| | 2,179 |
| | (385 | ) | | 4/12/2013 | | 1996 |
| Sun Trust Bank | | Destin | | FL | | — |
| | 572 |
| | 1,717 |
| | — |
| | 2,289 |
| | (433 | ) | | 4/12/2013 | | 1998 |
| Sun Trust Bank | | Dunedin | | FL | | — |
| | 479 |
| | 1,917 |
| | — |
| | 2,396 |
| | (492 | ) | | 3/22/2013 | | 1995 |
| Sun Trust Bank | | Dunnellon | | FL | | — |
| | 82 |
| | 463 |
| | — |
| | 545 |
| | (119 | ) | | 3/22/2013 | | 1980 |
| Sun Trust Bank | | Kissimmee | | FL | | — |
| | 1,167 |
| | 778 |
| | — |
| | 1,945 |
| | (196 | ) | | 4/12/2013 | | 1981 |
| Sun Trust Bank | | Lakeland | | FL | | — |
| | 598 |
| | 1,110 |
| | — |
| | 1,708 |
| | (280 | ) | | 4/12/2013 | | 1988 |
| Sun Trust Bank | | North Port | | FL | | — |
| | 460 |
| | 1,381 |
| | — |
| | 1,841 |
| | (355 | ) | | 3/22/2013 | | 1982 |
| Sun Trust Bank | | Palm Harbor | | FL | | — |
| | 535 |
| | 1,249 |
| | — |
| | 1,784 |
| | (315 | ) | | 4/12/2013 | | 1994 |
| Sun Trust Bank | | Plant City | | FL | | — |
| | 751 |
| | 1,753 |
| | — |
| | 2,504 |
| | (450 | ) | | 3/22/2013 | | 2000 |
| Sun Trust Bank | | Port Orange | | FL | | — |
| | 590 |
| | 1,095 |
| | — |
| | 1,685 |
| | (281 | ) | | 3/22/2013 | | 1989 |
| Sun Trust Bank | | Port Orange | | FL | | — |
| | 563 |
| | 1,314 |
| | — |
| | 1,877 |
| | (337 | ) | | 3/22/2013 | | 1982 |
| Sun Trust Bank | | S. Daytona Beach | | FL | | — |
| | 592 |
| | 1,099 |
| | — |
| | 1,691 |
| | (277 | ) | | 4/12/2013 | | 1985 |
| Sun Trust Bank | | West Palm Beach | | FL | | — |
| | 1,026 |
| | 1,026 |
| | — |
| | 2,052 |
| | (263 | ) | | 3/22/2013 | | 1981 |
| Sun Trust Bank | | Atlanta | | GA | | — |
| | 1,018 |
| | 1,527 |
| | — |
| | 2,545 |
| | (385 | ) | | 4/12/2013 | | 1965 |
| Sun Trust Bank | | Atlanta | | GA | | — |
| | 1,435 |
| | 478 |
| | — |
| | 1,913 |
| | (121 | ) | | 4/12/2013 | | 1970 |
| Sun Trust Bank | | Dunwoody | | GA | | — |
| | 1,784 |
| | 1,460 |
| | — |
| | 3,244 |
| | (375 | ) | | 3/22/2013 | | 1972 |
| Sun Trust Bank | | Jesup | | GA | | — |
| | 184 |
| | 1,657 |
| | — |
| | 1,841 |
| | (425 | ) | | 3/22/2013 | | 1964 |
| Sun Trust Bank | | St. Simons Island | | GA | | — |
| | 1,363 |
| | 734 |
| | — |
| | 2,097 |
| | (188 | ) | | 3/22/2013 | | 1975 |
| Sun Trust Bank | | Annapolis | | MD | | — |
| | 2,653 |
| | 2,170 |
| | — |
| | 4,823 |
| | (518 | ) | | 7/23/2013 | | 1976 |
| Sun Trust Bank | | Ellicott City | | MD | | — |
| | 1,728 |
| | 931 |
| | — |
| | 2,659 |
| | (239 | ) | | 3/22/2013 | | 1975 |
| Sun Trust Bank | | Frederick | | MD | | — |
| | 991 |
| | 991 |
| | — |
| | 1,982 |
| | (250 | ) | | 4/26/2013 | | 1880 |
| Sun Trust Bank | | Waldorf | | MD | | — |
| | 523 |
| | 2,962 |
| | — |
| | 3,485 |
| | (761 | ) | | 3/22/2013 | | 1964 |
| Sun Trust Bank | | Belmont | | NC | | — |
| | 616 |
| | 924 |
| | — |
| | 1,540 |
| | (237 | ) | | 3/22/2013 | | 1970 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Sun Trust Bank | | Carrboro | | NC | | — |
| | 512 |
| | 512 |
| | — |
| | 1,024 |
| | (129 | ) | | 4/12/2013 | | 1980 |
| Sun Trust Bank | | Concord | | NC | | — |
| | 707 |
| | 707 |
| | — |
| | 1,414 |
| | (178 | ) | | 4/12/2013 | | 1988 |
| Sun Trust Bank | | Durham | | NC | | — |
| | 747 |
| | 1,388 |
| | — |
| | 2,135 |
| | (350 | ) | | 4/12/2013 | | 1973 |
| Sun Trust Bank | | Greensboro | | NC | | — |
| | 403 |
| | 748 |
| | — |
| | 1,151 |
| | (189 | ) | | 4/12/2013 | | 1962 |
| Sun Trust Bank | | Lexington | | NC | | — |
| | 447 |
| | 831 |
| | — |
| | 1,278 |
| | (210 | ) | | 4/12/2013 | | 2001 |
| Sun Trust Bank | | Matthews | | NC | | — |
| | 382 |
| | 382 |
| | — |
| | 764 |
| | (98 | ) | | 3/22/2013 | | 1971 |
| Sun Trust Bank | | Mocksville | | NC | | — |
| | 978 |
| | 2,933 |
| | — |
| | 3,911 |
| | (753 | ) | | 3/22/2013 | | 2000 |
| Sun Trust Bank | | Raleigh | | NC | | — |
| | 658 |
| | 658 |
| | — |
| | 1,316 |
| | (169 | ) | | 3/22/2013 | | 1977 |
| Sun Trust Bank | | Chattanooga | | TN | | — |
| | 223 |
| | 1,263 |
| | — |
| | 1,486 |
| | (324 | ) | | 3/22/2013 | | 1953 |
| Sun Trust Bank | | Madison | | TN | | — |
| | 286 |
| | 1,143 |
| | — |
| | 1,429 |
| | (293 | ) | | 3/22/2013 | | 1953 |
| Sun Trust Bank | | Nashville | | TN | | — |
| | 567 |
| | 305 |
| | — |
| | 872 |
| | (73 | ) | | 7/23/2013 | | 1954 |
| Sun Trust Bank | | Nashville | | TN | | — |
| | 1,598 |
| | 1,308 |
| | — |
| | 2,906 |
| | (330 | ) | | 4/12/2013 | | 1992 |
| Sun Trust Bank | | Nashville | | TN | | — |
| | 613 |
| | 613 |
| | — |
| | 1,226 |
| | (155 | ) | | 4/12/2013 | | 1970 |
| Sun Trust Bank | | Cheriton | | VA | | — |
| | 90 |
| | 510 |
| | — |
| | 600 |
| | (131 | ) | | 3/22/2013 | | 1975 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Sun Trust Bank | | Lynchburg | | VA | | — |
| | 251 |
| | 466 |
| | — |
| | 717 |
| | (120 | ) | | 3/22/2013 | | 1973 |
| Sun Trust Bank | | Petersburg | | VA | | — |
| | 102 |
| | 306 |
| | — |
| | 408 |
| | (77 | ) | | 4/12/2013 | | 1975 |
| Sun Trust Bank | | Richmond | | VA | | — |
| | 277 |
| | 416 |
| | — |
| | 693 |
| | (107 | ) | | 3/22/2013 | | 1959 |
| Sun Trust Bank | | Richmond | | VA | | — |
| | 224 |
| | 2,012 |
| | — |
| | 2,236 |
| | (507 | ) | | 4/12/2013 | | 1909 |
| Sun Trust Bank | | Rocky Mount | | VA | | — |
| | 265 |
| | 1,504 |
| | — |
| | 1,769 |
| | (373 | ) | | 5/22/2013 | | 1961 |
| Sunbelt Rental | | Mabelvale | | AR | | — |
| | 240 |
| | 894 |
| | — |
| | 1,134 |
| | (160 | ) | | 6/4/2014 | | 2006 |
| Sunbelt Rental | | Memphis | | TN | | — |
| | 365 |
| | 929 |
| | 128 |
| | 1,422 |
| | (173 | ) | | 9/26/2014 | | 1995 |
| Sunoco | | Merritt Island | | FL | | — |
| | 540 |
| | 2,162 |
| | — |
| | 2,702 |
| | (355 | ) | | 5/19/2014 | | 2009 |
| Sunset Valley Homestead | | Sunset Valley | | TX | | 16,894 |
| | 14,283 |
| | 28,351 |
| | 47 |
| | 42,681 |
| | (5,530 | ) | | 2/7/2014 | | 2007 |
| Superior Energy Services | | Gainesville | | TX | | — |
| | 284 |
| | 10,475 |
| | (3 | ) | | 10,756 |
| | (5,380 | ) | | 7/24/2014 | | 1982 |
| Sweet Tomato | | Coral Springs | | FL | | — |
| | 790 |
| | 1,625 |
| | — |
| | 2,415 |
| | (415 | ) | | 6/27/2013 | | 1995 |
| Synovus Bank | | Tampa | | FL | | — |
| | 985 |
| | 2,298 |
| | — |
| | 3,283 |
| | (618 | ) | | 12/31/2012 | | 1959 |
| Sysmex | | Lincolnshire | | IL | | 22,500 |
| | 4,143 |
| | 36,987 |
| | 5 |
| | 41,135 |
| | (6,983 | ) | | 2/7/2014 | | 2010 |
| Taco Bell | | Albertville | | AL | | — |
| | 419 |
| | 778 |
| | — |
| | 1,197 |
| | (183 | ) | | 7/31/2013 | | 1995 |
| Taco Bell | | Cullman | | AL | | — |
| | 375 |
| | 1,053 |
| | — |
| | 1,428 |
| | (265 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Daphne | | AL | | — |
| | 180 |
| | 1,278 |
| | — |
| | 1,458 |
| | (316 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Dora | | AL | | — |
| | 348 |
| | 813 |
| | — |
| | 1,161 |
| | (191 | ) | | 7/31/2013 | | 1995 |
| Taco Bell | | Foley | | AL | | — |
| | 360 |
| | 1,460 |
| | — |
| | 1,820 |
| | (361 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Hartselle | | AL | | — |
| | 378 |
| | 781 |
| | — |
| | 1,159 |
| | (196 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Jasper | | AL | | — |
| | 445 |
| | 814 |
| | — |
| | 1,259 |
| | (205 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Mobile | | AL | | — |
| | 160 |
| | 1,973 |
| | — |
| | 2,133 |
| | (487 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Saraland | | AL | | — |
| | 150 |
| | 1,063 |
| | — |
| | 1,213 |
| | (263 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Warrior | | AL | | — |
| | 364 |
| | 675 |
| | — |
| | 1,039 |
| | (159 | ) | | 7/31/2013 | | 1995 |
| Taco Bell | | Winfield | | AL | | — |
| | 278 |
| | 834 |
| | — |
| | 1,112 |
| | (196 | ) | | 7/31/2013 | | 1995 |
| Taco Bell | | Corona | | CA | | — |
| | 306 |
| | 1,138 |
| | — |
| | 1,444 |
| | (286 | ) | | 6/27/2013 | | 1990 |
| Taco Bell | | Fairfield | | CA | | — |
| | 500 |
| | 1,327 |
| | — |
| | 1,827 |
| | (334 | ) | | 6/27/2013 | | 1985 |
| Taco Bell | | Fontana | | CA | | — |
| | 524 |
| | 1,016 |
| | — |
| | 1,540 |
| | (256 | ) | | 6/27/2013 | | 1992 |
| Taco Bell | | Montclair | | CA | | — |
| | 322 |
| | 900 |
| | — |
| | 1,222 |
| | (227 | ) | | 6/27/2013 | | 1996 |
| Taco Bell | | Moreno Valley | | CA | | — |
| | 367 |
| | 998 |
| | — |
| | 1,365 |
| | (251 | ) | | 6/27/2013 | | 1992 |
| Taco Bell | | Rancho Cucamonga | | CA | | — |
| | 415 |
| | 1,210 |
| | — |
| | 1,625 |
| | (305 | ) | | 6/27/2013 | | 1992 |
| Taco Bell | | Rubidoux | | CA | | — |
| | 415 |
| | 1,223 |
| | — |
| | 1,638 |
| | (308 | ) | | 6/27/2013 | | 1992 |
| Taco Bell | | Suisun City | | CA | | — |
| | 355 |
| | 1,419 |
| | — |
| | 1,774 |
| | (334 | ) | | 7/31/2013 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Taco Bell | | Vacaville | | CA | | — |
| | 522 |
| | 1,513 |
| | — |
| | 2,035 |
| | (381 | ) | | 6/27/2013 | | 1985 |
| Taco Bell | | Vacaville | | CA | | — |
| | 1,184 |
| | 1,375 |
| | — |
| | 2,559 |
| | (346 | ) | | 6/27/2013 | | 1994 |
| Taco Bell | | Jacksonville | | FL | | — |
| | 440 |
| | 1,167 |
| | — |
| | 1,607 |
| | (288 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Jacksonville | | FL | | — |
| | 340 |
| | 1,383 |
| | — |
| | 1,723 |
| | (342 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Pensacola | | FL | | — |
| | 140 |
| | 1,897 |
| | — |
| | 2,037 |
| | (469 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Augusta | | GA | | — |
| | 220 |
| | 1,292 |
| | — |
| | 1,512 |
| | (319 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Hephzibah | | GA | | — |
| | 330 |
| | 930 |
| | — |
| | 1,260 |
| | (230 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Jesup | | GA | | — |
| | 230 |
| | 715 |
| | — |
| | 945 |
| | (177 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Kennesaw | | GA | | — |
| | 162 |
| | 601 |
| | — |
| | 763 |
| | (151 | ) | | 6/27/2013 | | 1984 |
| Taco Bell | | Waycross | | GA | | — |
| | 170 |
| | 1,115 |
| | — |
| | 1,285 |
| | (275 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Crawfordsville | | IN | | — |
| | 234 |
| | 934 |
| | — |
| | 1,168 |
| | (220 | ) | | 7/31/2013 | | 1991 |
| Taco Bell | | Hartford City | | IN | | — |
| | 99 |
| | 889 |
| | — |
| | 988 |
| | (209 | ) | | 7/31/2013 | | 1978 |
| Taco Bell | | Kokomo | | IN | | — |
| | 199 |
| | 798 |
| | — |
| | 997 |
| | (188 | ) | | 7/31/2013 | | 1993 |
| Taco Bell | | Lafayette | | IN | | — |
| | 304 |
| | 912 |
| | — |
| | 1,216 |
| | (215 | ) | | 7/31/2013 | | 1990 |
| Taco Bell | | Marion | | IN | | — |
| | 496 |
| | 921 |
| | — |
| | 1,417 |
| | (217 | ) | | 7/31/2013 | | 1994 |
| Taco Bell | | Noblesville | | IN | | — |
| | 363 |
| | 545 |
| | — |
| | 908 |
| | (128 | ) | | 7/31/2013 | | 2005 |
| Taco Bell | | Tipton | | IN | | — |
| | 104 |
| | 936 |
| | — |
| | 1,040 |
| | (220 | ) | | 7/31/2013 | | 1998 |
| Taco Bell | | North Corbin | | KY | | — |
| | 139 |
| | 1,082 |
| | — |
| | 1,221 |
| | (272 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Detroit | | MI | | — |
| | 124 |
| | 704 |
| | — |
| | 828 |
| | (166 | ) | | 7/31/2013 | | 1989 |
| Taco Bell | | St. Louis | | MO | | — |
| | 190 |
| | 1,951 |
| | — |
| | 2,141 |
| | (430 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Wentzville | | MO | | — |
| | 410 |
| | 1,168 |
| | — |
| | 1,578 |
| | (289 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Brunswick | | OH | | — |
| | 400 |
| | 1,267 |
| | — |
| | 1,667 |
| | (313 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Dayton | | OH | | — |
| | 129 |
| | 732 |
| | — |
| | 861 |
| | (172 | ) | | 7/31/2013 | | 1995 |
| Taco Bell | | North Olmstead | | OH | | — |
| | 390 |
| | 904 |
| | — |
| | 1,294 |
| | (223 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Kingston | | TN | | — |
| | 280 |
| | 714 |
| | — |
| | 994 |
| | (177 | ) | | 6/27/2013 | | 1995 |
| Taco Bell | | Dallas | | TX | | — |
| | 400 |
| | 1,225 |
| | — |
| | 1,625 |
| | (303 | ) | | 6/27/2013 | | 1995 |
| Taco Bell / KFC | | Texarkana | | AR | | — |
| | 111 |
| | 630 |
| | — |
| | 741 |
| | (148 | ) | | 7/31/2013 | | 1980 |
| Taco Bell / KFC | | Minden | | LA | | — |
| | 274 |
| | 639 |
| | — |
| | 913 |
| | (150 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 343 |
| | 514 |
| | — |
| | 857 |
| | (121 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 616 |
| | 753 |
| | — |
| | 1,369 |
| | (177 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 427 |
| | 522 |
| | — |
| | 949 |
| | (123 | ) | | 7/31/2013 | | 1997 |
| Taco Bell / KFC | | Shreveport | | LA | | — |
| | 352 |
| | 528 |
| | — |
| | 880 |
| | (124 | ) | | 7/31/2013 | | 1998 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Taco Bell / KFC | | Dunkirk | | NY | | — |
| | 800 |
| | 978 |
| | — |
| | 1,778 |
| | (230 | ) | | 7/31/2013 | | 2000 |
| Taco Bell / KFC | | Geneva | | NY | | — |
| | 569 |
| | 695 |
| | — |
| | 1,264 |
| | (164 | ) | | 7/31/2013 | | 1999 |
| Taco Bell / KFC | | Canonsburg | | PA | | — |
| | 176 |
| | 1,586 |
| | — |
| | 1,762 |
| | (373 | ) | | 7/31/2013 | | 1996 |
| Taco Bell / KFC | | Pittsburgh | | PA | | — |
| | 180 |
| | 269 |
| | 3 |
| | 452 |
| | (60 | ) | | 10/1/2013 | | 1995 |
| Taco Bell / KFC | | Mount Pleasant | | TX | | — |
| | 106 |
| | 952 |
| | — |
| | 1,058 |
| | (224 | ) | | 7/31/2013 | | 1992 |
| Taco Bell / KFC | | New Boston | | TX | | — |
| | 125 |
| | 1,127 |
| | — |
| | 1,252 |
| | (265 | ) | | 7/31/2013 | | 1995 |
| Taco Bell / KFC | | Green Bay | | WI | | — |
| | 470 |
| | 574 |
| | — |
| | 1,044 |
| | (135 | ) | | 7/31/2013 | | 1986 |
| Taco Bell / KFC | | Milwaukee | | WI | | — |
| | 533 |
| | 1,055 |
| | — |
| | 1,588 |
| | (266 | ) | | 6/27/2013 | | 1978 |
| Taco Bell / KFC | | Benwood | | WV | | — |
| | 123 |
| | 287 |
| | 4 |
| | 414 |
| | (64 | ) | | 10/1/2013 | | 1995 |
| Taco Bell / Pizza Hut | | Dallas | | TX | | — |
| | 420 |
| | 1,582 |
| | — |
| | 2,002 |
| | (391 | ) | | 6/27/2013 | | 1995 |
| Taco Bueno | | Hutchinson | | KS | | — |
| | 561 |
| | 841 |
| | — |
| | 1,402 |
| | (198 | ) | | 7/31/2013 | | 2000 |
| Taco Bueno | | Belton | | MO | | — |
| | 476 |
| | 701 |
| | — |
| | 1,177 |
| | (176 | ) | | 6/27/2013 | | 2006 |
| Taco Bueno | | Springfield | | MO | | — |
| | 753 |
| | 753 |
| | — |
| | 1,506 |
| | (177 | ) | | 7/31/2013 | | 2006 |
| Taco Bueno | | Arlington | | TX | | — |
| | 597 |
| | 895 |
| | — |
| | 1,492 |
| | (211 | ) | | 7/31/2013 | | 2000 |
| Taco Bueno | | Frisco | | TX | | — |
| | 601 |
| | 577 |
| | — |
| | 1,178 |
| | (145 | ) | | 6/27/2013 | | 2000 |
| Taco Bueno | | Lubbock | | TX | | — |
| | 228 |
| | 561 |
| | — |
| | 789 |
| | (141 | ) | | 6/27/2013 | | 2000 |
| Taco Bueno | | N. Richland Hills | | TX | | — |
| | 423 |
| | 567 |
| | — |
| | 990 |
| | (143 | ) | | 6/27/2013 | | 2000 |
| Taco Bueno | | Waco | | TX | | — |
| | 595 |
| | 892 |
| | — |
| | 1,487 |
| | (210 | ) | | 7/31/2013 | | 1995 |
| Taco Bueno | | Waco | | TX | | — |
| | 595 |
| | 893 |
| | — |
| | 1,488 |
| | (210 | ) | | 7/31/2013 | | 2000 |
| Taco Cabana | | Austin | | TX | | — |
| | 700 |
| | 2,105 |
| | — |
| | 2,805 |
| | (520 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | Pasadena | | TX | | — |
| | 420 |
| | 1,420 |
| | — |
| | 1,840 |
| | (351 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 600 |
| | 1,955 |
| | — |
| | 2,555 |
| | (483 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 500 |
| | 1,740 |
| | — |
| | 2,240 |
| | (430 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 280 |
| | 1,695 |
| | — |
| | 1,975 |
| | (419 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | San Antonio | | TX | | — |
| | 500 |
| | 1,766 |
| | — |
| | 2,266 |
| | (436 | ) | | 6/27/2013 | | 1995 |
| Taco Cabana | | Schertz | | TX | | — |
| | 520 |
| | 1,408 |
| | — |
| | 1,928 |
| | (348 | ) | | 6/27/2013 | | 1995 |
| Take 5 Oil Change | | Lawrenceburg | | IN | | — |
| | 516 |
| | 721 |
| | — |
| | 1,237 |
| | (13 | ) | | 6/8/2017 | | 2017 |
| Take 5 Oil Change | | Alexandria | | KY | | — |
| | 294 |
| | 677 |
| | — |
| | 971 |
| | (11 | ) | | 6/8/2017 | | 1996 |
| Take 5 Oil Change | | Erlanger | | KY | | — |
| | 337 |
| | 1,072 |
| | — |
| | 1,409 |
| | (16 | ) | | 6/8/2017 | | 2003 |
| Take 5 Oil Change | | Florence | | KY | | — |
| | 279 |
| | 896 |
| | — |
| | 1,175 |
| | (14 | ) | | 6/8/2017 | | 1998 |
| Take 5 Oil Change | | Fort Wright | | KY | | — |
| | 179 |
| | 816 |
| | — |
| | 995 |
| | (13 | ) | | 6/8/2017 | | 1995 |
| Take 5 Oil Change | | Miamisburg | | OH | | — |
| | 246 |
| | 486 |
| | — |
| | 732 |
| | (8 | ) | | 6/8/2017 | | 1992 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Take 5 Oil Change | | Moraine | | OH | | — |
| | 415 |
| | 692 |
| | — |
| | 1,107 |
| | (11 | ) | | 6/8/2017 | | 1995 |
| Talbots | | Hingham | | MA | | 23,362 |
| | 3,009 |
| | 27,080 |
| | — |
| | 30,089 |
| | (6,043 | ) | | 5/24/2013 | | 1980 |
| Talbots | | Lakeville | | MA | | 22,509 |
| | 6,302 |
| | 25,209 |
| | — |
| | 31,511 |
| | (7,112 | ) | | 5/17/2013 | | 1987 |
| TCF Bank | | Crystal | | MN | | — |
| | 640 |
| | 642 |
| | — |
| | 1,282 |
| | (153 | ) | | 6/27/2013 | | 1995 |
| TD Bank | | Falmouth | | ME | | 19,607 |
| | 4,057 |
| | 23,689 |
| | (81 | ) | | 27,665 |
| | (5,393 | ) | | 3/18/2013 | | 2002 |
| Teva Pharmaceuticals | | Malvern | | PA | | — |
| | 2,666 |
| | 40,981 |
| | (7,009 | ) | | 36,638 |
| | (2,448 | ) | | 11/5/2013 | | 1999 |
| Texas Roadhouse | | Cedar Rapids | | IA | | — |
| | 430 |
| | 2,194 |
| | — |
| | 2,624 |
| | (561 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Ammon | | ID | | — |
| | 490 |
| | 1,206 |
| | — |
| | 1,696 |
| | (308 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Shively | | KY | | — |
| | 540 |
| | 2,055 |
| | — |
| | 2,595 |
| | (525 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Concord | | NC | | — |
| | 650 |
| | 2,130 |
| | — |
| | 2,780 |
| | (544 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Gastonia | | NC | | — |
| | 570 |
| | 1,544 |
| | — |
| | 2,114 |
| | (395 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Hickory | | NC | | — |
| | 580 |
| | 1,831 |
| | — |
| | 2,411 |
| | (468 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | College Station | | TX | | — |
| | 670 |
| | 2,299 |
| | — |
| | 2,969 |
| | (588 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Grand Prairie | | TX | | — |
| | 780 |
| | 1,867 |
| | — |
| | 2,647 |
| | (477 | ) | | 6/27/2013 | | 1995 |
| Texas Roadhouse | | Kenosha | | WI | | — |
| | 1,061 |
| | 1,835 |
| | (14 | ) | | 2,882 |
| | (478 | ) | | 6/27/2013 | | 2001 |
| TGI Fridays | | Royal Palm Beach | | FL | | — |
| | 1,530 |
| | 1,530 |
| | — |
| | 3,060 |
| | (406 | ) | | 7/31/2013 | | 2001 |
| TGI Fridays | | Ann Arbor | | MI | | — |
| | 547 |
| | 1,640 |
| | — |
| | 2,187 |
| | (435 | ) | | 7/31/2013 | | 1998 |
| TGI Fridays | | Kentwood | | MI | | — |
| | 281 |
| | 2,533 |
| | — |
| | 2,814 |
| | (672 | ) | | 7/31/2013 | | 1983 |
| TGI Fridays | | Novi | | MI | | — |
| | 1,042 |
| | 1,042 |
| | — |
| | 2,084 |
| | (277 | ) | | 7/31/2013 | | 1994 |
| TGI Fridays | | Blasdell | | NY | | — |
| | 1,215 |
| | 1,913 |
| | — |
| | 3,128 |
| | (498 | ) | | 6/27/2013 | | 2000 |
| TGI Fridays | | Warwick | | RI | | — |
| | 1,228 |
| | 2,775 |
| | (1,252 | ) | | 2,751 |
| | (295 | ) | | 6/27/2013 | | 1983 |
| Thorntons Oil | | Bloomington | | IL | | — |
| | 1,184 |
| | 733 |
| | — |
| | 1,917 |
| | (191 | ) | | 2/7/2014 | | 1992 |
| Thorntons Oil | | Franklin Park | | IL | | — |
| | 1,403 |
| | 1,882 |
| | — |
| | 3,285 |
| | (435 | ) | | 2/7/2014 | | 1989 |
| Thorntons Oil | | Joliet | | IL | | — |
| | 953 |
| | 2,539 |
| | — |
| | 3,492 |
| | (583 | ) | | 2/7/2014 | | 2000 |
| Thorntons Oil | | Oaklawn | | IL | | — |
| | 1,203 |
| | 898 |
| | 278 |
| | 2,379 |
| | (225 | ) | | 2/7/2014 | | 1994 |
| Thorntons Oil | | Ottawa | | IL | | — |
| | 565 |
| | 2,003 |
| | — |
| | 2,568 |
| | (475 | ) | | 2/7/2014 | | 2006 |
| Thorntons Oil | | Plainfield | | IL | | — |
| | 862 |
| | 1,338 |
| | — |
| | 2,200 |
| | (326 | ) | | 2/7/2014 | | 1995 |
| Thorntons Oil | | Roselle | | IL | | — |
| | 661 |
| | 2,194 |
| | — |
| | 2,855 |
| | (488 | ) | | 2/7/2014 | | 1996 |
| Thorntons Oil | | South Elgin | | IL | | — |
| | 1,239 |
| | 1,688 |
| | — |
| | 2,927 |
| | (427 | ) | | 2/7/2014 | | 1995 |
| Thorntons Oil | | Springfield | | IL | | — |
| | 926 |
| | 2,514 |
| | — |
| | 3,440 |
| | (651 | ) | | 2/7/2014 | | 1994 |
| Thorntons Oil | | Summit | | IL | | — |
| | 2,233 |
| | 109 |
| | — |
| | 2,342 |
| | (30 | ) | | 2/7/2014 | | 2000 |
| Thorntons Oil | | Waukegan | | IL | | — |
| | 875 |
| | 1,421 |
| | — |
| | 2,296 |
| | (330 | ) | | 2/7/2014 | | 1999 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Thorntons Oil | | Westmont | | IL | | — |
| | 760 |
| | 3,069 |
| | — |
| | 3,829 |
| | (677 | ) | | 2/7/2014 | | 1997 |
| Thorntons Oil | | Clarksville | | IN | | — |
| | 1,319 |
| | 687 |
| | — |
| | 2,006 |
| | (189 | ) | | 2/7/2014 | | 2005 |
| Thorntons Oil | | Edinburgh | | IN | | — |
| | 685 |
| | 1,505 |
| | — |
| | 2,190 |
| | (352 | ) | | 2/7/2014 | | 1996 |
| Thorntons Oil | | Evansville | | IN | | — |
| | 467 |
| | 1,479 |
| | — |
| | 1,946 |
| | (352 | ) | | 2/7/2014 | | 1987 |
| Thorntons Oil | | Evansville | | IN | | — |
| | 602 |
| | 1,398 |
| | — |
| | 2,000 |
| | (330 | ) | | 2/7/2014 | | 1990 |
| Thorntons Oil | | Jeffersonville | | IN | | — |
| | 1,233 |
| | 1,533 |
| | — |
| | 2,766 |
| | (387 | ) | | 2/7/2014 | | 1995 |
| Thorntons Oil | | Terre Haute | | IN | | — |
| | 732 |
| | 1,829 |
| | — |
| | 2,561 |
| | (441 | ) | | 2/7/2014 | | 1995 |
| Thorntons Oil | | Henderson | | KY | | — |
| | 659 |
| | 3,271 |
| | — |
| | 3,930 |
| | (755 | ) | | 2/7/2014 | | 1971 |
| Thorntons Oil | | Henderson | | KY | | — |
| | 483 |
| | 1,778 |
| | — |
| | 2,261 |
| | (375 | ) | | 2/7/2014 | | 2007 |
| Thorntons Oil | | Louisville | | KY | | — |
| | 637 |
| | 1,680 |
| | — |
| | 2,317 |
| | (351 | ) | | 2/7/2014 | | 1994 |
| Thorntons Oil | | Shelbyville | | KY | | — |
| | 299 |
| | 2,036 |
| | — |
| | 2,335 |
| | (453 | ) | | 2/7/2014 | | 1991 |
| Thorntons Oil | | Galloway | | OH | | — |
| | 547 |
| | 1,550 |
| | — |
| | 2,097 |
| | (349 | ) | | 2/7/2014 | | 1998 |
| Tiffany & Co. | | Parsippany | | NJ | | — |
| | 2,248 |
| | 81,081 |
| | — |
| | 83,329 |
| | (20,402 | ) | | 11/5/2013 | | 1997 |
| Tilted Kilt | | Hendersonville | | TN | | — |
| | 310 |
| | 763 |
| | — |
| | 1,073 |
| | (195 | ) | | 6/27/2013 | | 1995 |
| Time Warner Cable | | Milwaukee | | WI | | — |
| | 3,081 |
| | 22,512 |
| | 979 |
| | 26,572 |
| | (5,077 | ) | | 11/5/2013 | | 2001 |
| Tire Kingdom | | Auburndale | | FL | | 1,204 |
| | 609 |
| | 1,571 |
| | — |
| | 2,180 |
| | (334 | ) | | 2/7/2014 | | 2010 |
| Tire Kingdom | | Dublin | | OH | | — |
| | 373 |
| | 1,119 |
| | — |
| | 1,492 |
| | (353 | ) | | 4/30/2012 | | 2003 |
| Tire Kingdom | | Greenville | | SC | | — |
| | 499 |
| | 1,367 |
| | — |
| | 1,866 |
| | (301 | ) | | 3/28/2014 | | 1997 |
| Tire Warehouse | | Fitchburg | | MA | | — |
| | 203 |
| | 704 |
| | — |
| | 907 |
| | (180 | ) | | 6/27/2013 | | 1982 |
| Tire Warehouse | | Bangor | | ME | | — |
| | 289 |
| | 1,400 |
| | — |
| | 1,689 |
| | (357 | ) | | 6/27/2013 | | 1977 |
| Tires Plus | | Duluth | | GA | | — |
| | 777 |
| | 1,259 |
| | — |
| | 2,036 |
| | (287 | ) | | 2/21/2014 | | 2001 |
| TitleMax | | Gainesville | | GA | | — |
| | 221 |
| | 270 |
| | — |
| | 491 |
| | (72 | ) | | 7/31/2013 | | 2007 |
| TJ Maxx | | Philadelphia | | PA | | — |
| | 9,889 |
| | 84,953 |
| | — |
| | 94,842 |
| | (21,376 | ) | | 11/5/2013 | | 2001 |
| T-Mobile | | Nashville | | TN | | — |
| | 1,190 |
| | 15,847 |
| | — |
| | 17,037 |
| | (3,356 | ) | | 11/5/2013 | | 2002 |
| Toys R Us | | Coral Springs | | FL | | — |
| | 4,264 |
| | 5,289 |
| | — |
| | 9,553 |
| | (1,031 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Oneonta | | AL | | — |
| | 359 |
| | 1,438 |
| | — |
| | 1,797 |
| | (323 | ) | | 4/18/2013 | | 1983 |
| Tractor Supply | | Summerdale | | AL | | 1,171 |
| | 276 |
| | 2,470 |
| | — |
| | 2,746 |
| | (427 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Tuscaloosa | | AL | | — |
| | 746 |
| | 1,979 |
| | — |
| | 2,725 |
| | (341 | ) | | 2/7/2014 | | 2012 |
| Tractor Supply | | Little Rock | | AR | | 1,500 |
| | 930 |
| | 2,035 |
| | — |
| | 2,965 |
| | (350 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Auburn | | CA | | — |
| | 1,175 |
| | 2,901 |
| | — |
| | 4,076 |
| | (516 | ) | | 2/7/2014 | | 2012 |
| Tractor Supply | | Dixon | | CA | | 2,962 |
| | 1,619 |
| | 4,044 |
| | — |
| | 5,663 |
| | (725 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Jackson | | CA | | — |
| | 1,209 |
| | 3,640 |
| | — |
| | 4,849 |
| | (618 | ) | | 2/7/2014 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Tractor Supply | | Los Banos | | CA | | 3,468 |
| | 1,213 |
| | 3,638 |
| | — |
| | 4,851 |
| | (845 | ) | | 2/28/2013 | | 2009 |
| Tractor Supply | | Buena Vista | | CO | | — |
| | 646 |
| | 2,974 |
| | — |
| | 3,620 |
| | (49 | ) | | 6/16/2017 | | 2014 |
| Tractor Supply | | Middletown | | DE | | — |
| | 1,487 |
| | 3,293 |
| | — |
| | 4,780 |
| | (548 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Mims | | FL | | — |
| | 310 |
| | 2,787 |
| | — |
| | 3,097 |
| | (559 | ) | | 10/10/2013 | | 2012 |
| Tractor Supply | | Bainbridge | | GA | | — |
| | 687 |
| | 2,445 |
| | — |
| | 3,132 |
| | (404 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Rincon | | GA | | — |
| | 978 |
| | 2,016 |
| | — |
| | 2,994 |
| | (335 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Alton | | IL | | 1,404 |
| | 565 |
| | 3,062 |
| | 59 |
| | 3,686 |
| | (519 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Mishawaka | | IN | | — |
| | 620 |
| | 2,683 |
| | — |
| | 3,303 |
| | (457 | ) | | 2/7/2014 | | 2011 |
| Tractor Supply | | Sellersburg | | IN | | 1,433 |
| | 762 |
| | 2,146 |
| | — |
| | 2,908 |
| | (378 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | St. John | | IN | | 2,247 |
| | 1,715 |
| | 3,397 |
| | — |
| | 5,112 |
| | (614 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Lawrence | | KS | | 1,377 |
| | 361 |
| | 2,637 |
| | — |
| | 2,998 |
| | (458 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Topeka | | KS | | — |
| | 446 |
| | 1,785 |
| | — |
| | 2,231 |
| | (387 | ) | | 5/19/2014 | | 2006 |
| Tractor Supply | | Glasgow | | KY | | — |
| | 453 |
| | 1,812 |
| | — |
| | 2,265 |
| | (387 | ) | | 5/19/2014 | | 2005 |
| Tractor Supply | | Grayson | | KY | | — |
| | 540 |
| | 2,709 |
| | — |
| | 3,249 |
| | (468 | ) | | 2/7/2014 | | 2011 |
| Tractor Supply | | Paducah | | KY | | — |
| | 393 |
| | 1,574 |
| | — |
| | 1,967 |
| | (345 | ) | | 5/19/2014 | | 1995 |
| Tractor Supply | | Gray | | LA | | 2,048 |
| | 550 |
| | 2,202 |
| | — |
| | 2,752 |
| | (553 | ) | | 8/7/2012 | | 2011 |
| Tractor Supply | | Belchertown | | MA | | 1,823 |
| | 1,148 |
| | 3,179 |
| | — |
| | 4,327 |
| | (570 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Millbury | | MA | | — |
| | 806 |
| | 3,094 |
| | — |
| | 3,900 |
| | (500 | ) | | 6/26/2014 | | 2013 |
| Tractor Supply | | Southwick | | MA | | 2,428 |
| | 1,601 |
| | 3,583 |
| | — |
| | 5,184 |
| | (639 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Augusta | | ME | | 1,423 |
| | 530 |
| | 2,756 |
| | — |
| | 3,286 |
| | (490 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Jonesville | | MI | | — |
| | 267 |
| | 2,364 |
| | — |
| | 2,631 |
| | (447 | ) | | 3/28/2014 | | 2005 |
| Tractor Supply | | Negaunee | | MI | | — |
| | 488 |
| | 1,953 |
| | — |
| | 2,441 |
| | (501 | ) | | 6/12/2012 | | 2010 |
| Tractor Supply | | Jefferson City | | MO | | 1,125 |
| | 490 |
| | 1,877 |
| | — |
| | 2,367 |
| | (321 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Nixa | | MO | | 1,346 |
| | 476 |
| | 2,040 |
| | — |
| | 2,516 |
| | (359 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Sedalia | | MO | | 1,090 |
| | 480 |
| | 1,782 |
| | — |
| | 2,262 |
| | (321 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Troy | | MO | | 1,286 |
| | 730 |
| | 2,587 |
| | — |
| | 3,317 |
| | (438 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Union | | MO | | 1,404 |
| | 589 |
| | 3,012 |
| | 13 |
| | 3,614 |
| | (499 | ) | | 2/7/2014 | | 2008 |
| Tractor Supply | | Franklin | | NC | | 1,479 |
| | 434 |
| | 2,629 |
| | — |
| | 3,063 |
| | (455 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Murphy | | NC | | 1,402 |
| | 990 |
| | 2,090 |
| | — |
| | 3,080 |
| | (378 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | York | | NE | | — |
| | 326 |
| | 2,452 |
| | — |
| | 2,778 |
| | (10 | ) | | 11/3/2017 | | 2017 |
| Tractor Supply | | Plaistow | | NH | | — |
| | 638 |
| | 2,552 |
| | — |
| | 3,190 |
| | (512 | ) | | 10/10/2013 | | 2012 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Tractor Supply | | Plymouth | | NH | | 2,074 |
| | 424 |
| | 2,430 |
| | 16 |
| | 2,870 |
| | (586 | ) | | 11/29/2012 | | 2011 |
| Tractor Supply | | Allentown | | NJ | | — |
| | 697 |
| | 3,949 |
| | — |
| | 4,646 |
| | (1,069 | ) | | 1/27/2012 | | 2008 |
| Tractor Supply | | Sicklerville | | NJ | | — |
| | 1,931 |
| | 4,302 |
| | — |
| | 6,233 |
| | (720 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Farmington | | NM | | — |
| | 1,091 |
| | 2,194 |
| | — |
| | 3,285 |
| | (415 | ) | | 3/28/2014 | | 2012 |
| Tractor Supply | | Roswell | | NM | | — |
| | 947 |
| | 2,181 |
| | — |
| | 3,128 |
| | (382 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Silver City | | NM | | — |
| | 716 |
| | 2,380 |
| | — |
| | 3,096 |
| | (450 | ) | | 3/28/2014 | | 2012 |
| Tractor Supply | | Macedon | | NY | | — |
| | 168 |
| | 1,591 |
| | — |
| | 1,759 |
| | (295 | ) | | 4/29/2014 | | 1992 |
| Tractor Supply | | Hamilton | | OH | | 932 |
| | 675 |
| | 1,472 |
| | — |
| | 2,147 |
| | (368 | ) | | 2/7/2014 | | 1975 |
| Tractor Supply | | Wauseon | | OH | | 1,374 |
| | 931 |
| | 2,128 |
| | — |
| | 3,059 |
| | (390 | ) | | 2/7/2014 | | 2007 |
| Tractor Supply | | Chickasha | | OK | | — |
| | 599 |
| | 2,056 |
| | 538 |
| | 3,193 |
| | (418 | ) | | 3/28/2014 | | 2014 |
| Tractor Supply | | Glenpool | | OK | | 1,180 |
| | 359 |
| | 2,447 |
| | — |
| | 2,806 |
| | (415 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Stillwater | | OK | | 1,205 |
| | 205 |
| | 2,715 |
| | — |
| | 2,920 |
| | (458 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Gibsonia | | PA | | 1,648 |
| | 1,044 |
| | 2,778 |
| | — |
| | 3,822 |
| | (488 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Columbia | | SC | | — |
| | 952 |
| | 2,222 |
| | — |
| | 3,174 |
| | (370 | ) | | 2/7/2014 | | 2011 |
| Tractor Supply | | Irmo | | SC | | — |
| | 725 |
| | 2,171 |
| | 62 |
| | 2,958 |
| | (382 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Ballinger | | TX | | 1,248 |
| | 476 |
| | 2,477 |
| | — |
| | 2,953 |
| | (407 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Del Rio | | TX | | — |
| | 927 |
| | 2,044 |
| | — |
| | 2,971 |
| | (346 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Edinburg | | TX | | — |
| | 768 |
| | 3,163 |
| | — |
| | 3,931 |
| | (516 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Kenedy | | TX | | 1,180 |
| | 309 |
| | 2,372 |
| | — |
| | 2,681 |
| | (388 | ) | | 2/7/2014 | | 2010 |
| Tractor Supply | | Pearsall | | TX | | 1,161 |
| | 318 |
| | 2,551 |
| | — |
| | 2,869 |
| | (422 | ) | | 2/7/2014 | | 2009 |
| Tractor Supply | | Rio Grande | | TX | | — |
| | 469 |
| | 1,095 |
| | — |
| | 1,564 |
| | (281 | ) | | 6/19/2012 | | 1993 |
| Tractor Supply | | Woodstock | | VA | | — |
| | 524 |
| | 2,098 |
| | — |
| | 2,622 |
| | (436 | ) | | 5/19/2014 | | 2004 |
| Tractor Supply | | Romney | | WV | | — |
| | 418 |
| | 3,097 |
| | — |
| | 3,515 |
| | (11 | ) | | 11/29/2017 | | 2017 |
| Trader Joe's | | Sarasota | | FL | | — |
| | 1,646 |
| | 5,416 |
| | — |
| | 7,062 |
| | (1,108 | ) | | 2/7/2014 | | 2012 |
| Trader Joe's | | Lexington | | KY | | — |
| | 2,287 |
| | 3,795 |
| | — |
| | 6,082 |
| | (811 | ) | | 2/7/2014 | | 2012 |
| Tumbleweed | | Terre Haute | | IN | | — |
| | 434 |
| | 1,303 |
| | — |
| | 1,737 |
| | (346 | ) | | 7/31/2013 | | 1997 |
| Tumbleweed | | Louisville | | KY | | — |
| | 468 |
| | 1,404 |
| | — |
| | 1,872 |
| | (372 | ) | | 7/31/2013 | | 2001 |
| Tumbleweed | | Mayesville | | KY | | — |
| | 353 |
| | 823 |
| | — |
| | 1,176 |
| | (218 | ) | | 7/31/2013 | | 2000 |
| Tumbleweed | | Owensboro | | KY | | — |
| | 355 |
| | 1,420 |
| | — |
| | 1,775 |
| | (377 | ) | | 7/31/2013 | | 1997 |
| Tumbleweed | | Bellefontaine | | OH | | — |
| | 234 |
| | 938 |
| | — |
| | 1,172 |
| | (249 | ) | | 7/31/2013 | | 1999 |
| Tumbleweed | | Springfield | | OH | | — |
| | 549 |
| | 1,280 |
| | — |
| | 1,829 |
| | (340 | ) | | 7/31/2013 | | 1998 |
| Tumbleweed | | Wooster | | OH | | — |
| | 342 |
| | 799 |
| | — |
| | 1,141 |
| | (212 | ) | | 7/31/2013 | | 1997 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Tumbleweed | | Zanesville | | OH | | — |
| | 639 |
| | 1,491 |
| | — |
| | 2,130 |
| | (395 | ) | | 7/31/2013 | | 1998 |
| Tutor Time | | Downingtown | | PA | | — |
| | 205 |
| | 2,788 |
| | — |
| | 2,993 |
| | (562 | ) | | 2/7/2014 | | 1998 |
| Tutor Time | | Austin | | TX | | — |
| | 417 |
| | 1,861 |
| | — |
| | 2,278 |
| | (396 | ) | | 2/7/2014 | | 2000 |
| Ulta Salon | | Jonesboro | | AR | | — |
| | 742 |
| | 2,289 |
| | — |
| | 3,031 |
| | (422 | ) | | 2/7/2014 | | 2013 |
| Ulta Salon | | Fort Gratiot | | MI | | — |
| | 164 |
| | 2,083 |
| | — |
| | 2,247 |
| | (396 | ) | | 2/7/2014 | | 2012 |
| Ulta Salon | | Jackson | | TN | | 1,454 |
| | 547 |
| | 2,123 |
| | — |
| | 2,670 |
| | (400 | ) | | 2/7/2014 | | 2010 |
| United Buffet and Grille | | Hagerstown | | MD | | — |
| | 244 |
| | 1,306 |
| | (1,505 | ) | | 45 |
| | (12 | ) | | 1/8/2014 | | 2001 |
| United Technologies | | Bradenton | | FL | | 10,050 |
| | 2,692 |
| | 17,973 |
| | — |
| | 20,665 |
| | (2,969 | ) | | 2/7/2014 | | 2004 |
| University Plaza | | Flagstaff | | AZ | | — |
| | 4,727 |
| | 18,087 |
| | 491 |
| | 23,305 |
| | (4,505 | ) | | 2/7/2014 | | 1982 |
| The UPS Store | | Elizabethtown | | KY | | — |
| | 1,460 |
| | 10,336 |
| | 778 |
| | 12,574 |
| | (2,686 | ) | | 9/24/2013 | | 2001 |
| US Bank | | Alsip | | IL | | — |
| | 226 |
| | 1,280 |
| | — |
| | 1,506 |
| | (445 | ) | | 8/1/2010 | | 1981 |
| US Bank | | Chicago | | IL | | — |
| | 267 |
| | 1,511 |
| | — |
| | 1,778 |
| | (526 | ) | | 8/1/2010 | | 1923 |
| US Bank | | Chicago | | IL | | — |
| | 191 |
| | 1,082 |
| | — |
| | 1,273 |
| | (376 | ) | | 8/1/2010 | | 1979 |
| US Bank | | Chicago Heights | | IL | | — |
| | 182 |
| | 1,637 |
| | — |
| | 1,819 |
| | (435 | ) | | 1/24/2013 | | 1996 |
| US Bank | | Elmwood Park | | IL | | — |
| | 431 |
| | 2,441 |
| | — |
| | 2,872 |
| | (815 | ) | | 8/1/2010 | | 1984 |
| US Bank | | Evergreen Park | | IL | | — |
| | 167 |
| | 944 |
| | — |
| | 1,111 |
| | (329 | ) | | 8/1/2010 | | 1984 |
| US Bank | | Lyons | | IL | | — |
| | 214 |
| | 1,212 |
| | — |
| | 1,426 |
| | (422 | ) | | 8/1/2010 | | 1959 |
| US Bank | | Orland Hills | | IL | | 2,646 |
| | 1,253 |
| | 2,327 |
| | — |
| | 3,580 |
| | (626 | ) | | 12/14/2012 | | 1995 |
| US Bank | | Westchester | | IL | | — |
| | 366 |
| | 853 |
| | — |
| | 1,219 |
| | (223 | ) | | 2/22/2013 | | 1986 |
| US Bank | | Wilmington | | IL | | — |
| | 330 |
| | 1,872 |
| | — |
| | 2,202 |
| | (615 | ) | | 8/1/2010 | | 1966 |
| US Bank | | Fayetteville | | NC | | — |
| | 608 |
| | 1,741 |
| | — |
| | 2,349 |
| | (322 | ) | | 2/7/2014 | | 2012 |
| US Bank | | Garfield Height | | OH | | — |
| | 165 |
| | 1,016 |
| | — |
| | 1,181 |
| | (243 | ) | | 1/8/2014 | | 1958 |
| VA Clinic | | Oceanside | | CA | | 27,749 |
| | 9,489 |
| | 33,812 |
| | 105 |
| | 43,406 |
| | (6,015 | ) | | 2/7/2014 | | 2010 |
| Vacant | | Andalusia | | AL | | — |
| | 94 |
| | 251 |
| | — |
| | 345 |
| | (65 | ) | | 6/27/2013 | | 2004 |
| Vacant | | Jasper | | AL | | — |
| | 577 |
| | 2,545 |
| | (2,786 | ) | | 336 |
| | (34 | ) | | 2/7/2014 | | 2000 |
| Vacant | | Mobile | | AL | | — |
| | 127 |
| | 276 |
| | (162 | ) | | 241 |
| | (18 | ) | | 6/27/2013 | | 1974 |
| Vacant | | Tuscaloosa | | AL | | — |
| | 244 |
| | 1,306 |
| | (1,549 | ) | | 1 |
| | — |
| | 1/8/2014 | | 2001 |
| Vacant | | Arkadelphia | | AR | | — |
| | 225 |
| | 633 |
| | (595 | ) | | 263 |
| | — |
| | 6/27/2013 | | 1990 |
| Vacant | | Pine Bluff | | AR | | — |
| | 105 |
| | 433 |
| | (409 | ) | | 129 |
| | (16 | ) | | 6/27/2013 | | 1978 |
| Vacant | | Searcy | | AR | | — |
| | 231 |
| | 1,286 |
| | (1,318 | ) | | 199 |
| | (30 | ) | | 1/8/2014 | | 1998 |
| Vacant | | Fountain Hills | | AZ | | — |
| | 241 |
| | 597 |
| | (228 | ) | | 610 |
| | (13 | ) | | 6/27/2013 | | 1994 |
| Vacant | | Peoria | | AZ | | — |
| | 837 |
| | 1,953 |
| | (1,552 | ) | | 1,238 |
| | (28 | ) | | 2/27/2013 | | 1996 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Vacant | | Fresno | | CA | | — |
| | 190 |
| | 1,810 |
| | (1,249 | ) | | 751 |
| | (167 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Gilroy | | CA | | — |
| | 249 |
| | 986 |
| | (1,235 | ) | | — |
| | — |
| | 1/8/2014 | | 2002 |
| Vacant | | San Luis Obispo | | CA | | — |
| | 195 |
| | 1,013 |
| | (844 | ) | | 364 |
| | (61 | ) | | 1/8/2014 | | 2000 |
| Vacant | | Santee | | CA | | — |
| | 265 |
| | 1,261 |
| | (1,390 | ) | | 136 |
| | (27 | ) | | 1/8/2014 | | 1995 |
| Vacant | | Vacaville | | CA | | — |
| | 195 |
| | 1,044 |
| | (1,238 | ) | | 1 |
| | — |
| | 1/8/2014 | | 2000 |
| Vacant | | Highlands Ranch | | CO | | 3,475 |
| | 2,850 |
| | 4,795 |
| | — |
| | 7,645 |
| | (947 | ) | | 2/7/2014 | | 2007 |
| Vacant | | Lone Tree | | CO | | — |
| | 196 |
| | 1,014 |
| | (1,070 | ) | | 140 |
| | (23 | ) | | 1/8/2014 | | 1995 |
| Vacant | | New London | | CT | | — |
| | 94 |
| | 534 |
| | (448 | ) | | 180 |
| | (2 | ) | | 8/1/2010 | | 1995 |
| Vacant | | Smyrna | | DE | | — |
| | 183 |
| | 1,036 |
| | (994 | ) | | 225 |
| | (5 | ) | | 8/1/2010 | | 1995 |
| Vacant | | Cocoa | | FL | | — |
| | 249 |
| | 567 |
| | — |
| | 816 |
| | (143 | ) | | 6/27/2013 | | 1979 |
| Vacant | | Davie | | FL | | — |
| | 193 |
| | 1,009 |
| | (1,201 | ) | | 1 |
| | — |
| | 1/8/2014 | | 1989 |
| Vacant | | Lake Wales | | FL | | — |
| | 671 |
| | 671 |
| | — |
| | 1,342 |
| | (172 | ) | | 3/22/2013 | | 1988 |
| Vacant | | Melbourne | | FL | | — |
| | 464 |
| | 1,392 |
| | — |
| | 1,856 |
| | (351 | ) | | 4/12/2013 | | 1987 |
| Vacant | | Pinellas Park | | FL | | 16,200 |
| | 4,538 |
| | 23,842 |
| | (17,726 | ) | | 10,654 |
| | (810 | ) | | 11/5/2013 | | 2001 |
| Vacant | | Tallahassee | | FL | | — |
| | 828 |
| | 1,933 |
| | — |
| | 2,761 |
| | (488 | ) | | 4/12/2013 | | 1991 |
| Vacant | | Titusville | | FL | | — |
| | 528 |
| | 239 |
| | — |
| | 767 |
| | (60 | ) | | 6/27/2013 | | 1978 |
| Vacant | | Bowdon | | GA | | — |
| | 416 |
| | 1,247 |
| | (1,457 | ) | | 206 |
| | (2 | ) | | 3/22/2013 | | 1900 |
| Vacant | | Columbus | | GA | | — |
| | 1,307 |
| | 2,529 |
| | (2,876 | ) | | 960 |
| | (66 | ) | | 2/7/2014 | | 2002 |
| Vacant | | Dawson | | GA | | — |
| | 131 |
| | 274 |
| | (182 | ) | | 223 |
| | (16 | ) | | 6/27/2013 | | 1987 |
| Vacant | | Stockbridge | | GA | | — |
| | 422 |
| | 2,391 |
| | (2,428 | ) | | 385 |
| | (15 | ) | | 7/31/2013 | | 1987 |
| Vacant | | Mason City | | IA | | — |
| | 290 |
| | 1,255 |
| | (192 | ) | | 1,353 |
| | (175 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Joliet | | IL | | — |
| | 1,834 |
| | 1,585 |
| | — |
| | 3,419 |
| | (415 | ) | | 2/7/2014 | | 2011 |
| Vacant | | Lombard | | IL | | — |
| | 84 |
| | 100 |
| | — |
| | 184 |
| | (26 | ) | | 6/27/2013 | | 1973 |
| Vacant | | Merrillville | | IN | | — |
| | 511 |
| | 4,768 |
| | — |
| | 5,279 |
| | (1,042 | ) | | 2/7/2014 | | 2011 |
| Vacant | | London | | KY | | — |
| | 370 |
| | 1,493 |
| | (666 | ) | | 1,197 |
| | (47 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Nicholasville | | KY | | — |
| | 435 |
| | 2,040 |
| | (939 | ) | | 1,536 |
| | (146 | ) | | 6/11/2014 | | 2001 |
| Vacant | | Bossier City | | LA | | — |
| | 1,168 |
| | 2,594 |
| | (2,882 | ) | | 880 |
| | (75 | ) | | 2/7/2014 | | 2004 |
| Vacant | | Detroit | | MI | | — |
| | 204 |
| | 1,159 |
| | (1,248 | ) | | 115 |
| | (2 | ) | | 8/1/2010 | | 1956 |
| Vacant | | Grosse Pointe Woods | | MI | | — |
| | 140 |
| | 1,046 |
| | (785 | ) | | 401 |
| | (54 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Harper Woods | | MI | | — |
| | 207 |
| | 1,171 |
| | (953 | ) | | 425 |
| | (5 | ) | | 8/1/2010 | | 1982 |
| Vacant | | Highland Park | | MI | | — |
| | 150 |
| | 848 |
| | (637 | ) | | 361 |
| | (4 | ) | | 8/1/2010 | | 1967 |
| Vacant | | Ypsilanti | | MI | | — |
| | 85 |
| | 483 |
| | (208 | ) | | 360 |
| | — |
| | 11/23/2011 | | 2002 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Vacant | | Blue Springs | | MO | | — |
| | 810 |
| | 1,346 |
| | (1,515 | ) | | 641 |
| | (62 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Chesterfield | | MO | | — |
| | 1,537 |
| | 4,123 |
| | — |
| | 5,660 |
| | (904 | ) | | 2/7/2014 | | 2012 |
| Vacant | | Joplin | | MO | | — |
| | 314 |
| | 1,610 |
| | — |
| | 1,924 |
| | (359 | ) | | 2/11/2014 | | 1984 |
| Vacant | | Joplin | | MO | | — |
| | 127 |
| | 300 |
| | — |
| | 427 |
| | (89 | ) | | 2/11/2014 | | 1973 |
| Vacant | | Pearl | | MS | | — |
| | 1,058 |
| | 1,857 |
| | (1,893 | ) | | 1,022 |
| | (83 | ) | | 2/7/2014 | | 2000 |
| Vacant | | Albemarle | | NC | | — |
| | 483 |
| | 457 |
| | (493 | ) | | 447 |
| | (33 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Burlington | | NC | | — |
| | 446 |
| | 545 |
| | (403 | ) | | 588 |
| | (19 | ) | | 4/12/2013 | | 1995 |
| Vacant | | Monroe | | NC | | — |
| | 204 |
| | 1,837 |
| | (1,319 | ) | | 722 |
| | (61 | ) | | 4/12/2013 | | 1920 |
| Vacant | | Oakboro | | NC | | — |
| | 360 |
| | 540 |
| | (605 | ) | | 295 |
| | (2 | ) | | 7/23/2013 | | 1970 |
| Vacant | | Yadkinville | | NC | | — |
| | 200 |
| | 371 |
| | (368 | ) | | 203 |
| | (10 | ) | | 4/12/2013 | | 1975 |
| Vacant | | Zebulon | | NC | | — |
| | 515 |
| | 630 |
| | (680 | ) | | 465 |
| | (3 | ) | | 3/22/2013 | | 1972 |
| Vacant | | Flanders | | NJ | | 915 |
| | 1,468 |
| | 883 |
| | — |
| | 2,351 |
| | (175 | ) | | 2/7/2014 | | 2003 |
| Vacant | | Mt. Laurel | | NJ | | 1,447 |
| | 1,332 |
| | 1,792 |
| | — |
| | 3,124 |
| | (286 | ) | | 2/7/2014 | | 2004 |
| Vacant | | Hobbs | | NM | | — |
| | 815 |
| | — |
| | (543 | ) | | 272 |
| | — |
| | 6/27/2013 | | 1995 |
| Vacant | | East Greenbush | | NY | | — |
| | 404 |
| | 269 |
| | (241 | ) | | 432 |
| | (5 | ) | | 6/27/2013 | | 1980 |
| Vacant | | Elmira | | NY | | — |
| | 199 |
| | 370 |
| | (441 | ) | | 128 |
| | (4 | ) | | 7/31/2013 | | 1975 |
| Vacant | | Greene | | NY | | — |
| | 216 |
| | 1,227 |
| | (1,068 | ) | | 375 |
| | (7 | ) | | 8/1/2010 | | 1981 |
| Vacant | | Schenectady | | NY | | — |
| | 292 |
| | 1,655 |
| | (847 | ) | | 1,100 |
| | (19 | ) | | 8/1/2010 | | 1974 |
| Vacant | | Cincinnati | | OH | | — |
| | 353 |
| | 824 |
| | (572 | ) | | 605 |
| | (5 | ) | | 7/31/2013 | | 1969 |
| Vacant | | Englewood | | OH | | — |
| | 547 |
| | — |
| | (384 | ) | | 163 |
| | — |
| | 6/27/2013 | | 1974 |
| Vacant | | Massillon | | OH | | — |
| | 212 |
| | 1,202 |
| | (1,008 | ) | | 406 |
| | (5 | ) | | 8/1/2010 | | 1958 |
| Vacant | | Mentor | | OH | | — |
| | 178 |
| | 1,011 |
| | — |
| | 1,189 |
| | (352 | ) | | 8/1/2010 | | 1976 |
| Vacant | | Moraine | | OH | | — |
| | 87 |
| | 148 |
| | — |
| | 235 |
| | (28 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Youngstown | | OH | | — |
| | 139 |
| | 232 |
| | (37 | ) | | 334 |
| | (32 | ) | | 6/27/2013 | | 1976 |
| Vacant | | Tulsa | | OK | | — |
| | 530 |
| | 1,174 |
| | 225 |
| | 1,929 |
| | (300 | ) | | 6/27/2013 | | 1995 |
| Vacant | | The Dalles | | OR | | — |
| | 201 |
| | 802 |
| | (486 | ) | | 517 |
| | (172 | ) | | 7/31/2013 | | 1994 |
| Vacant | | Grants Pass | | OR | | — |
| | 393 |
| | 2,979 |
| | — |
| | 3,372 |
| | (674 | ) | | 1/8/2014 | | 1963 |
| Vacant | | Beaver Falls | | PA | | — |
| | 243 |
| | 1,304 |
| | (1,489 | ) | | 58 |
| | (9 | ) | | 1/8/2014 | | 2004 |
| Vacant | | Indiana | | PA | | — |
| | 676 |
| | 1,255 |
| | (920 | ) | | 1,011 |
| | (105 | ) | | 7/31/2013 | | 2000 |
| Vacant | | North Fayette | | PA | | — |
| | 1,990 |
| | 2,700 |
| | — |
| | 4,690 |
| | (521 | ) | | 2/7/2014 | | 1999 |
| Vacant | | Lexington | | SC | | — |
| | 244 |
| | 1,307 |
| | (1,356 | ) | | 195 |
| | (37 | ) | | 1/8/2014 | | 1998 |
| Vacant | | North Charleston | | SC | | — |
| | 2,193 |
| | 4,636 |
| | — |
| | 6,829 |
| | (1,025 | ) | | 2/7/2014 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Vacant | | Travelers Rest | | SC | | — |
| | 746 |
| | 746 |
| | (990 | ) | | 502 |
| | (11 | ) | | 4/12/2013 | | 1995 |
| Vacant | | La Vergne | | TN | | — |
| | 171 |
| | 209 |
| | — |
| | 380 |
| | (54 | ) | | 3/22/2013 | | 1985 |
| Vacant | | Memphis | | TN | | — |
| | 100 |
| | 283 |
| | 167 |
| | 550 |
| | — |
| | 6/27/2013 | | 1995 |
| Vacant | | Sevierville | | TN | | — |
| | 1,443 |
| | 430 |
| | (751 | ) | | 1,122 |
| | (66 | ) | | 2/7/2014 | | 2003 |
| Vacant | | Abilene | | TX | | — |
| | 803 |
| | — |
| | — |
| | 803 |
| | — |
| | 6/27/2013 | | 1995 |
| Vacant | | Amarillo | | TX | | — |
| | 993 |
| | 2,317 |
| | (1,848 | ) | | 1,462 |
| | (84 | ) | | 7/31/2013 | | 2001 |
| Vacant | | Austin | | TX | | — |
| | 837 |
| | 1,797 |
| | — |
| | 2,634 |
| | (468 | ) | | 6/27/2013 | | 1998 |
| Vacant | | Bay City | | TX | | — |
| | 229 |
| | 124 |
| | (220 | ) | | 133 |
| | (5 | ) | | 7/31/2013 | | 1985 |
| Vacant | | Dallas | | TX | | — |
| | 810 |
| | 1,656 |
| | — |
| | 2,466 |
| | (423 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Grand Prairie | | TX | | — |
| | 997 |
| | 2,327 |
| | — |
| | 3,324 |
| | (617 | ) | | 7/31/2013 | | 2001 |
| Vacant | | Houston | | TX | | — |
| | 900 |
| | 1,749 |
| | — |
| | 2,649 |
| | (447 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Houston | | TX | | — |
| | 980 |
| | 2,284 |
| | (1,575 | ) | | 1,689 |
| | (76 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Irving | | TX | | — |
| | 522 |
| | 512 |
| | (235 | ) | | 799 |
| | (52 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Lubbock | | TX | | — |
| | 694 |
| | — |
| | (301 | ) | | 393 |
| | — |
| | 6/27/2013 | | 1979 |
| Vacant | | Plano | | TX | | — |
| | 540 |
| | 1,060 |
| | — |
| | 1,600 |
| | (271 | ) | | 6/27/2013 | | 1995 |
| Vacant | | San Angelo | | TX | | — |
| | 769 |
| | 2,306 |
| | — |
| | 3,075 |
| | (612 | ) | | 7/31/2013 | | 2005 |
| Vacant | | Texas City | | TX | | — |
| | 614 |
| | 3,351 |
| | (2,351 | ) | | 1,614 |
| | (149 | ) | | 2/7/2014 | | 2002 |
| Vacant | | Midlothian | | VA | | — |
| | 230 |
| | 1,300 |
| | (861 | ) | | 669 |
| | (27 | ) | | 6/27/2013 | | 1995 |
| Vacant | | Norfolk | | VA | | — |
| | 656 |
| | 437 |
| | — |
| | 1,093 |
| | (110 | ) | | 4/12/2013 | | 1990 |
| Vacant | | Poultney | | VT | | — |
| | 149 |
| | 847 |
| | (777 | ) | | 219 |
| | (1 | ) | | 8/1/2010 | | 1860 |
| Vacant | | White River Junction | | VT | | — |
| | 183 |
| | 1,039 |
| | (836 | ) | | 386 |
| | (2 | ) | | 8/1/2010 | | 1975 |
| Vacant | | Schofield | | WI | | — |
| | 106 |
| | 196 |
| | — |
| | 302 |
| | (46 | ) | | 7/31/2013 | | 1987 |
| Vanguard Car Rental | | College Park | | GA | | — |
| | 1,561 |
| | 6,244 |
| | — |
| | 7,805 |
| | (1,649 | ) | | 5/19/2014 | | 2002 |
| Velox Insurance | | Woodstock | | GA | | — |
| | 155 |
| | 127 |
| | — |
| | 282 |
| | (34 | ) | | 7/31/2013 | | 1988 |
| Verizon Wireless | | Statesville | | NC | | — |
| | 207 |
| | 459 |
| | 27 |
| | 693 |
| | (118 | ) | | 6/27/2013 | | 1993 |
| The Vitamin Shoppe | | Evergreen Park | | IL | | — |
| | 476 |
| | 1,427 |
| | — |
| | 1,903 |
| | (377 | ) | | 4/19/2013 | | 2012 |
| The Vitamin Shoppe | | Ashland | | VA | | — |
| | 2,399 |
| | 19,663 |
| | — |
| | 22,062 |
| | (4,948 | ) | | 11/5/2013 | | 2013 |
| Volusia Square | | Daytona Beach | | FL | | 16,557 |
| | 4,598 |
| | 28,511 |
| | 269 |
| | 33,378 |
| | (5,881 | ) | | 2/7/2014 | | 1986 |
| Waffle House | | Cocoa | | FL | | — |
| | 150 |
| | 279 |
| | — |
| | 429 |
| | (66 | ) | | 7/31/2013 | | 1986 |
| Walgreens | | Birmingham | | AL | | 1,509 |
| | 996 |
| | 3,005 |
| | — |
| | 4,001 |
| | (700 | ) | | 2/7/2014 | | 1999 |
| Walgreens | | Wetumpka | | AL | | — |
| | 547 |
| | 3,102 |
| | — |
| | 3,649 |
| | (1,012 | ) | | 2/22/2012 | | 2007 |
| Walgreens | | Kingman | | AZ | | 2,902 |
| | 669 |
| | 5,726 |
| | — |
| | 6,395 |
| | (1,230 | ) | | 2/7/2014 | | 2009 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Walgreens | | Phoenix | | AZ | | — |
| | 1,037 |
| | 1,927 |
| | — |
| | 2,964 |
| | (554 | ) | | 3/26/2013 | | 1999 |
| Walgreens | | Tucson | | AZ | | — |
| | 1,234 |
| | 5,143 |
| | — |
| | 6,377 |
| | (1,102 | ) | | 2/7/2014 | | 2003 |
| Walgreens | | Tucson | | AZ | | 2,910 |
| | 1,406 |
| | 3,571 |
| | — |
| | 4,977 |
| | (782 | ) | | 2/7/2014 | | 2004 |
| Walgreens | | Coalinga | | CA | | 2,800 |
| | 396 |
| | 3,568 |
| | — |
| | 3,964 |
| | (1,200 | ) | | 10/11/2011 | | 2008 |
| Walgreens | | Lancaster | | CA | | 2,719 |
| | 859 |
| | 4,246 |
| | — |
| | 5,105 |
| | (996 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Castle Rock | | CO | | 3,953 |
| | 1,581 |
| | 3,689 |
| | — |
| | 5,270 |
| | (987 | ) | | 7/11/2013 | | 2002 |
| Walgreens | | Denver | | CO | | 3,350 |
| | — |
| | 4,050 |
| | — |
| | 4,050 |
| | (1,083 | ) | | 7/2/2013 | | 2008 |
| Walgreens | | Pueblo | | CO | | — |
| | 519 |
| | 2,971 |
| | — |
| | 3,490 |
| | (645 | ) | | 2/7/2014 | | 2003 |
| Walgreens | | Orlando | | FL | | — |
| | 1,007 |
| | 1,869 |
| | — |
| | 2,876 |
| | (481 | ) | | 9/30/2013 | | 1996 |
| Walgreens | | Acworth | | GA | | — |
| | 1,583 |
| | 2,940 |
| | — |
| | 4,523 |
| | (875 | ) | | 1/25/2013 | | 2012 |
| Walgreens | | Decatur | | GA | | — |
| | 1,746 |
| | 3,337 |
| | — |
| | 5,083 |
| | (724 | ) | | 2/7/2014 | | 2001 |
| Walgreens | | Grayson | | GA | | 2,720 |
| | 947 |
| | 3,747 |
| | — |
| | 4,694 |
| | (800 | ) | | 2/7/2014 | | 2004 |
| Walgreens | | Union City | | GA | | — |
| | 909 |
| | 3,841 |
| | — |
| | 4,750 |
| | (818 | ) | | 2/7/2014 | | 2005 |
| Walgreens | | Dubuque | | IA | | — |
| | 638 |
| | 3,905 |
| | — |
| | 4,543 |
| | (830 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Twin Falls | | ID | | 2,355 |
| | 1,156 |
| | 3,896 |
| | — |
| | 5,052 |
| | (871 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Cahokia | | IL | | — |
| | 394 |
| | 1,577 |
| | 167 |
| | 2,138 |
| | (417 | ) | | 5/19/2014 | | 1994 |
| Walgreens | | Chicago | | IL | | — |
| | 1,212 |
| | 2,829 |
| | — |
| | 4,041 |
| | (842 | ) | | 1/30/2013 | | 1999 |
| Walgreens | | Chicago | | IL | | — |
| | 1,617 |
| | 3,003 |
| | — |
| | 4,620 |
| | (893 | ) | | 1/30/2013 | | 1995 |
| Walgreens | | Chicago | | IL | | — |
| | 952 |
| | 3,235 |
| | — |
| | 4,187 |
| | (687 | ) | | 2/7/2014 | | 2003 |
| Walgreens | | Chicago | | IL | | — |
| | 911 |
| | 4,830 |
| | — |
| | 5,741 |
| | (1,000 | ) | | 2/7/2014 | | 2000 |
| Walgreens | | Machesney Park | | IL | | — |
| | 822 |
| | 3,727 |
| | — |
| | 4,549 |
| | (809 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Matteson | | IL | | 2,450 |
| | 416 |
| | 4,070 |
| | — |
| | 4,486 |
| | (829 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | South Elgin | | IL | | 2,189 |
| | 1,710 |
| | 3,208 |
| | — |
| | 4,918 |
| | (709 | ) | | 2/7/2014 | | 2002 |
| Walgreens | | St. Charles | | IL | | 1,964 |
| | 1,472 |
| | 3,262 |
| | — |
| | 4,734 |
| | (691 | ) | | 2/7/2014 | | 2002 |
| Walgreens | | Anderson | | IN | | — |
| | 807 |
| | 3,227 |
| | — |
| | 4,034 |
| | (1,012 | ) | | 7/31/2012 | | 2001 |
| Walgreens | | Lafayette | | IN | | 2,350 |
| | 626 |
| | 4,183 |
| | — |
| | 4,809 |
| | (801 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | South Bend | | IN | | 3,022 |
| | 1,240 |
| | 5,014 |
| | — |
| | 6,254 |
| | (1,112 | ) | | 2/7/2014 | | 2006 |
| Walgreens | | Frankfort | | KY | | — |
| | 911 |
| | 3,643 |
| | — |
| | 4,554 |
| | (1,189 | ) | | 2/8/2012 | | 2006 |
| Walgreens | | Shereveport | | LA | | — |
| | 619 |
| | 3,509 |
| | — |
| | 4,128 |
| | (1,145 | ) | | 2/22/2012 | | 2003 |
| Walgreens | | Framingham | | MA | | 2,951 |
| | 2,103 |
| | 4,770 |
| | — |
| | 6,873 |
| | (1,005 | ) | | 2/7/2014 | | 2007 |
| Walgreens | | Baltimore | | MD | | — |
| | 1,185 |
| | 2,764 |
| | — |
| | 3,949 |
| | (726 | ) | | 8/6/2013 | | 2000 |
| Walgreens | | Brooklyn Park | | MD | | — |
| | 1,416 |
| | 4,160 |
| | — |
| | 5,576 |
| | (874 | ) | | 2/7/2014 | | 2008 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Walgreens | | Augusta | | ME | | 3,058 |
| | 1,648 |
| | 5,146 |
| | — |
| | 6,794 |
| | (1,157 | ) | | 2/7/2014 | | 2007 |
| Walgreens | | Clarkston | | MI | | — |
| | 2,768 |
| | 3,197 |
| | — |
| | 5,965 |
| | (699 | ) | | 2/7/2014 | | 2000 |
| Walgreens | | Clinton | | MI | | — |
| | 1,463 |
| | 3,413 |
| | — |
| | 4,876 |
| | (1,037 | ) | | 11/13/2012 | | 2002 |
| Walgreens | | Dearborn Heights | | MI | | — |
| | 190 |
| | 3,605 |
| | — |
| | 3,795 |
| | (1,018 | ) | | 4/1/2013 | | 1998 |
| Walgreens | | Eastpointe | | MI | | — |
| | 668 |
| | 2,672 |
| | — |
| | 3,340 |
| | (878 | ) | | 1/19/2012 | | 1998 |
| Walgreens | | Lincoln Park | | MI | | 5,494 |
| | 1,041 |
| | 5,896 |
| | — |
| | 6,937 |
| | (1,850 | ) | | 7/31/2012 | | 2007 |
| Walgreens | | Livonia | | MI | | — |
| | 261 |
| | 2,350 |
| | — |
| | 2,611 |
| | (664 | ) | | 4/1/2013 | | 1998 |
| Walgreens | | Stevensville | | MI | | 3,099 |
| | 855 |
| | 3,420 |
| | — |
| | 4,275 |
| | (1,141 | ) | | 11/28/2011 | | 2007 |
| Walgreens | | Troy | | MI | | — |
| | — |
| | 1,896 |
| | — |
| | 1,896 |
| | (571 | ) | | 12/12/2012 | | 2000 |
| Walgreens | | Warren | | MI | | — |
| | 748 |
| | 2,990 |
| | — |
| | 3,738 |
| | (908 | ) | | 11/21/2012 | | 1999 |
| Walgreens | | North Mankato | | MN | | 2,451 |
| | 1,748 |
| | 3,604 |
| | — |
| | 5,352 |
| | (795 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Country Club Hills | | MO | | — |
| | 997 |
| | 4,204 |
| | — |
| | 5,201 |
| | (841 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Columbia | | MS | | — |
| | 452 |
| | 4,072 |
| | — |
| | 4,524 |
| | (1,227 | ) | | 12/21/2012 | | 2011 |
| Walgreens | | Greenwood | | MS | | — |
| | 561 |
| | 3,181 |
| | — |
| | 3,742 |
| | (1,038 | ) | | 2/22/2012 | | 2007 |
| Walgreens | | Cape Carteret | | NC | | 2,400 |
| | 919 |
| | 3,087 |
| | — |
| | 4,006 |
| | (667 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Durham | | NC | | 2,871 |
| | 1,441 |
| | 3,581 |
| | — |
| | 5,022 |
| | (863 | ) | | 2/7/2014 | | 2010 |
| Walgreens | | Durham | | NC | | 2,760 |
| | 2,201 |
| | 2,923 |
| | — |
| | 5,124 |
| | (765 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Laurinburg | | NC | | — |
| | 355 |
| | 3,577 |
| | — |
| | 3,932 |
| | (819 | ) | | 2/26/2014 | | 2013 |
| Walgreens | | Leland | | NC | | 2,472 |
| | 1,226 |
| | 3,681 |
| | — |
| | 4,907 |
| | (818 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Rocky Mount | | NC | | 2,899 |
| | 1,105 |
| | 4,046 |
| | — |
| | 5,151 |
| | (994 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Winterville | | NC | | 2,931 |
| | 578 |
| | 5,322 |
| | — |
| | 5,900 |
| | (1,214 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | North Platte | | NE | | — |
| | 935 |
| | 4,291 |
| | — |
| | 5,226 |
| | (958 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Omaha | | NE | | 2,496 |
| | 1,316 |
| | 4,122 |
| | — |
| | 5,438 |
| | (910 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Papillion | | NE | | — |
| | 1,239 |
| | 3,212 |
| | — |
| | 4,451 |
| | (696 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Maplewood | | NJ | | 4,700 |
| | 1,071 |
| | 6,071 |
| | — |
| | 7,142 |
| | (2,026 | ) | | 11/18/2011 | | 2011 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Walgreens | | Albuquerque | | NM | | — |
| | 1,173 |
| | 2,287 |
| | — |
| | 3,460 |
| | (506 | ) | | 2/7/2014 | | 1996 |
| Walgreens | | Las Vegas | | NV | | 6,566 |
| | 1,528 |
| | 6,114 |
| | — |
| | 7,642 |
| | (1,949 | ) | | 5/30/2012 | | 2009 |
| Walgreens | | Las Vegas | | NV | | — |
| | 700 |
| | 2,801 |
| | — |
| | 3,501 |
| | (791 | ) | | 4/30/2013 | | 2001 |
| Walgreens | | Lockport | | NY | | — |
| | 2,358 |
| | 2,301 |
| | — |
| | 4,659 |
| | (514 | ) | | 4/21/2014 | | 1998 |
| Walgreens | | Staten Island | | NY | | 3,081 |
| | — |
| | 3,984 |
| | — |
| | 3,984 |
| | (1,340 | ) | | 10/5/2011 | | 2007 |
| Walgreens | | Watertown | | NY | | — |
| | 2,937 |
| | 2,664 |
| | — |
| | 5,601 |
| | (593 | ) | | 2/7/2014 | | 2006 |
| Walgreens | | Akron | | OH | | 1,684 |
| | 664 |
| | 1,548 |
| | 71 |
| | 2,283 |
| | (430 | ) | | 5/31/2013 | | 1994 |
| Walgreens | | Bryan | | OH | | — |
| | 219 |
| | 4,154 |
| | — |
| | 4,373 |
| | (1,355 | ) | | 2/22/2012 | | 2007 |
| Walgreens | | Cleveland | | OH | | — |
| | 472 |
| | 1,890 |
| | 68 |
| | 2,430 |
| | (417 | ) | | 5/19/2014 | | 1994 |
| Walgreens | | Cleveland | | OH | | 2,608 |
| | 743 |
| | 4,757 |
| | — |
| | 5,500 |
| | (1,057 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Eaton | | OH | | 3,067 |
| | 398 |
| | 3,586 |
| | — |
| | 3,984 |
| | (1,134 | ) | | 6/27/2012 | | 2008 |
| Walgreens | | Medina | | OH | | — |
| | 820 |
| | 4,585 |
| | — |
| | 5,405 |
| | (961 | ) | | 2/7/2014 | | 2001 |
| Walgreens | | New Albany | | OH | | — |
| | 919 |
| | 3,424 |
| | — |
| | 4,343 |
| | (716 | ) | | 2/7/2014 | | 2006 |
| Walgreens | | Edmond | | OK | | 2,240 |
| | 697 |
| | 4,287 |
| | — |
| | 4,984 |
| | (929 | ) | | 2/7/2014 | | 2000 |
| Walgreens | | Stillwater | | OK | | — |
| | 368 |
| | 4,368 |
| | 87 |
| | 4,823 |
| | (941 | ) | | 2/7/2014 | | 2000 |
| Walgreens | | Tahlequah | | OK | | — |
| | 647 |
| | 3,664 |
| | — |
| | 4,311 |
| | (1,090 | ) | | 1/2/2013 | | 2008 |
| Walgreens | | Tulsa | | OK | | — |
| | 1,147 |
| | 2,904 |
| | — |
| | 4,051 |
| | (629 | ) | | 2/7/2014 | | 2001 |
| Walgreens | | Aibonito Pueblo | | PR | | 5,695 |
| | 1,855 |
| | 5,566 |
| | — |
| | 7,421 |
| | (1,600 | ) | | 3/5/2013 | | 2012 |
| Walgreens | | Las Piedras | | PR | | 5,293 |
| | 1,726 |
| | 5,179 |
| | — |
| | 6,905 |
| | (1,463 | ) | | 4/3/2013 | | 1995 |
| Walgreens | | Anderson | | SC | | — |
| | 835 |
| | 3,342 |
| | — |
| | 4,177 |
| | (1,090 | ) | | 2/8/2012 | | 2006 |
| Walgreens | | Easley | | SC | | 3,686 |
| | 1,206 |
| | 3,617 |
| | — |
| | 4,823 |
| | (1,144 | ) | | 6/27/2012 | | 2007 |
| Walgreens | | Fort Mill | | SC | | 2,180 |
| | 1,300 |
| | 2,760 |
| | (232 | ) | | 3,828 |
| | (671 | ) | | 2/7/2014 | | 2010 |
| Walgreens | | Greenville | | SC | | 3,991 |
| | 1,313 |
| | 3,940 |
| | — |
| | 5,253 |
| | (1,246 | ) | | 6/27/2012 | | 2006 |
| Walgreens | | Lancaster | | SC | | 2,882 |
| | 1,941 |
| | 3,526 |
| | — |
| | 5,467 |
| | (867 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Myrtle Beach | | SC | | — |
| | — |
| | 2,077 |
| | — |
| | 2,077 |
| | (688 | ) | | 12/29/2011 | | 2001 |
| Walgreens | | N. Charleston | | SC | | 3,379 |
| | 1,320 |
| | 3,081 |
| | — |
| | 4,401 |
| | (974 | ) | | 6/27/2012 | | 2007 |
| Walgreens | | Spearfish | | SD | | — |
| | 1,116 |
| | 4,158 |
| | — |
| | 5,274 |
| | (909 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Bartlett | | TN | | — |
| | 2,358 |
| | 2,194 |
| | — |
| | 4,552 |
| | (472 | ) | | 2/7/2014 | | 2001 |
| Walgreens | | Cordova | | TN | | — |
| | 1,005 |
| | 2,345 |
| | — |
| | 3,350 |
| | (712 | ) | | 11/9/2012 | | 2002 |
| Walgreens | | Memphis | | TN | | — |
| | 896 |
| | 2,687 |
| | — |
| | 3,583 |
| | (823 | ) | | 10/2/2012 | | 2003 |
| Walgreens | | Anthony | | TX | | — |
| | 644 |
| | 4,369 |
| | — |
| | 5,013 |
| | (893 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Baytown | | TX | | 2,399 |
| | 953 |
| | 4,298 |
| | — |
| | 5,251 |
| | (915 | ) | | 2/7/2014 | | 2009 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Walgreens | | Denton | | TX | | — |
| | 1,184 |
| | 3,726 |
| | — |
| | 4,910 |
| | (793 | ) | | 2/7/2014 | | 2009 |
| Walgreens | | Houston | | TX | | — |
| | 491 |
| | 1,965 |
| | — |
| | 2,456 |
| | (495 | ) | | 5/19/2014 | | 1993 |
| Walgreens | | Fredericksburg | | VA | | — |
| | 2,320 |
| | 3,789 |
| | — |
| | 6,109 |
| | (938 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Portsmouth | | VA | | 1,215 |
| | 730 |
| | 3,311 |
| | — |
| | 4,041 |
| | (820 | ) | | 11/5/2013 | | 1998 |
| Walgreens | | Appleton | | WI | | 1,819 |
| | 975 |
| | 3,047 |
| | — |
| | 4,022 |
| | (666 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Appleton | | WI | | 2,651 |
| | 1,198 |
| | 4,344 |
| | — |
| | 5,542 |
| | (955 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Beloit | | WI | | 2,184 |
| | 721 |
| | 3,653 |
| | — |
| | 4,374 |
| | (808 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Janesville | | WI | | — |
| | 1,039 |
| | 5,315 |
| | — |
| | 6,354 |
| | (1,155 | ) | | 2/7/2014 | | 2008 |
| Walgreens | | Janesville | | WI | | 2,164 |
| | 593 |
| | 4,009 |
| | — |
| | 4,602 |
| | (867 | ) | | 2/7/2014 | | 2010 |
| Walgreens | | Bridgeport | | WV | | — |
| | 1,315 |
| | 3,176 |
| | — |
| | 4,491 |
| | (732 | ) | | 2/18/2014 | | 2011 |
| Wal-Mart | | Pueblo | | CO | | 8,249 |
| | 2,586 |
| | 12,512 |
| | — |
| | 15,098 |
| | (2,775 | ) | | 2/7/2014 | | 1998 |
| Wal-Mart | | Douglasville | | GA | | — |
| | 3,559 |
| | 17,588 |
| | — |
| | 21,147 |
| | (3,623 | ) | | 2/7/2014 | | 1999 |
| Wal-Mart | | Valdosta | | GA | | — |
| | 3,909 |
| | 9,447 |
| | — |
| | 13,356 |
| | (2,007 | ) | | 2/7/2014 | | 1998 |
| Wal-Mart | | Cary | | NC | | — |
| | 2,314 |
| | 5,549 |
| | — |
| | 7,863 |
| | (1,162 | ) | | 2/7/2014 | | 2005 |
| Wal-Mart | | Albuquerque | | NM | | — |
| | 10,991 |
| | — |
| | — |
| | 10,991 |
| | — |
| | 2/7/2014 | | 2008 |
| Wal-Mart | | Las Vegas | | NV | | — |
| | 17,038 |
| | — |
| | — |
| | 17,038 |
| | — |
| | 2/7/2014 | | 2001 |
| Wal-Mart | | Lancaster | | SC | | — |
| | 2,714 |
| | 11,677 |
| | — |
| | 14,391 |
| | (2,481 | ) | | 2/7/2014 | | 1999 |
| Wal-Mart | | Oneida | | TN | | — |
| | 1,803 |
| | 8,580 |
| | — |
| | 10,383 |
| | (1,778 | ) | | 2/7/2014 | | 1999 |
| Waste Connections | | Weatherford | | TX | | — |
| | 102 |
| | 3,386 |
| | (2,911 | ) | | 577 |
| | (104 | ) | | 6/12/2014 | | 2011 |
| WaWa | | Gap | | PA | | — |
| | 561 |
| | 5,054 |
| | — |
| | 5,615 |
| | (1,044 | ) | | 2/7/2014 | | 2004 |
| WaWa | | Portsmouth | | VA | | 1,241 |
| | 1,573 |
| | — |
| | — |
| | 1,573 |
| | — |
| | 2/7/2014 | | 2008 |
| Weir Oil and Gas | | Williston | | ND | | — |
| | 273 |
| | 6,232 |
| | — |
| | 6,505 |
| | (968 | ) | | 6/25/2014 | | 2012 |
| Wells Fargo | | Bristol | | PA | | — |
| | 114 |
| | 81 |
| | — |
| | 195 |
| | (24 | ) | | 1/8/2014 | | 1818 |
| Wells Fargo | | Lebanon | | PA | | — |
| | 80 |
| | 435 |
| | 89 |
| | 604 |
| | (100 | ) | | 1/8/2014 | | 1995 |
| Welspun Global Trade | | Houston | | TX | | 19,524 |
| | 2,356 |
| | 36,347 |
| | 18 |
| | 38,721 |
| | (7,309 | ) | | 11/5/2013 | | 2009 |
| Wendy's | | Anniston | | AL | | — |
| | 454 |
| | 591 |
| | — |
| | 1,045 |
| | (149 | ) | | 6/27/2013 | | 1976 |
| Wendy's | | Auburn | | AL | | — |
| | 718 |
| | 1,333 |
| | — |
| | 2,051 |
| | (314 | ) | | 7/31/2013 | | 2000 |
| Wendy's | | Birmingham | | AL | | — |
| | 562 |
| | 990 |
| | — |
| | 1,552 |
| | (249 | ) | | 6/27/2013 | | 2005 |
| Wendy's | | Homewood | | AL | | — |
| | 995 |
| | — |
| | — |
| | 995 |
| | — |
| | 6/27/2013 | | 1995 |
| Wendy's | | Phenix City | | AL | | — |
| | 529 |
| | 1,178 |
| | — |
| | 1,707 |
| | (297 | ) | | 6/27/2013 | | 1999 |
| Wendy's | | Batesville | | AR | | — |
| | 155 |
| | 878 |
| | — |
| | 1,033 |
| | (206 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Benton | | AR | | — |
| | 478 |
| | 1,018 |
| | — |
| | 1,496 |
| | (256 | ) | | 6/27/2013 | | 1993 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | Bentonville | | AR | | — |
| | 648 |
| | 708 |
| | — |
| | 1,356 |
| | (178 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Bryant | | AR | | — |
| | 529 |
| | 575 |
| | — |
| | 1,104 |
| | (145 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Cabot | | AR | | — |
| | 524 |
| | 707 |
| | — |
| | 1,231 |
| | (178 | ) | | 6/27/2013 | | 1991 |
| Wendy's | | Conway | | AR | | — |
| | 478 |
| | 594 |
| | — |
| | 1,072 |
| | (150 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Conway | | AR | | — |
| | 482 |
| | 833 |
| | — |
| | 1,315 |
| | (210 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Fayetteville | | AR | | — |
| | 408 |
| | 830 |
| | — |
| | 1,238 |
| | (209 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Fayetteville | | AR | | — |
| | 463 |
| | 463 |
| | — |
| | 926 |
| | (109 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Fort Smith | | AR | | — |
| | 195 |
| | 1,186 |
| | (11 | ) | | 1,370 |
| | (299 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Fort Smith | | AR | | — |
| | 63 |
| | 1,016 |
| | — |
| | 1,079 |
| | (256 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Little Rock | | AR | | — |
| | 278 |
| | 878 |
| | — |
| | 1,156 |
| | (221 | ) | | 6/27/2013 | | 1976 |
| Wendy's | | Little Rock | | AR | | — |
| | 990 |
| | 623 |
| | — |
| | 1,613 |
| | (386 | ) | | 6/27/2013 | | 1982 |
| Wendy's | | Little Rock | | AR | | — |
| | 605 |
| | 463 |
| | — |
| | 1,068 |
| | (117 | ) | | 6/27/2013 | | 1987 |
| Wendy's | | Little Rock | | AR | | — |
| | 501 |
| | 500 |
| | — |
| | 1,001 |
| | (118 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Little Rock | | AR | | — |
| | 773 |
| | 773 |
| | — |
| | 1,546 |
| | (182 | ) | | 7/31/2013 | | 1994 |
| Wendy's | | Little Rock | | AR | | — |
| | 532 |
| | 650 |
| | — |
| | 1,182 |
| | (153 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Pine Bluff | | AR | | — |
| | 221 |
| | 1,022 |
| | — |
| | 1,243 |
| | (257 | ) | | 6/27/2013 | | 1989 |
| Wendy's | | Rogers | | AR | | — |
| | 579 |
| | 912 |
| | — |
| | 1,491 |
| | (230 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Russellville | | AR | | — |
| | 356 |
| | 638 |
| | — |
| | 994 |
| | (160 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Springdale | | AR | | — |
| | 323 |
| | 896 |
| | — |
| | 1,219 |
| | (225 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Springdale | | AR | | — |
| | 410 |
| | 821 |
| | — |
| | 1,231 |
| | (207 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Stuttgart | | AR | | — |
| | 67 |
| | 1,038 |
| | — |
| | 1,105 |
| | (261 | ) | | 6/27/2013 | | 2001 |
| Wendy's | | Van Buren | | AR | | — |
| | 197 |
| | 748 |
| | — |
| | 945 |
| | (188 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Payson | | AZ | | — |
| | 679 |
| | 829 |
| | (769 | ) | | 739 |
| | (5 | ) | | 7/31/2013 | | 1986 |
| Wendy's | | Camarillo | | CA | | — |
| | 320 |
| | 2,253 |
| | — |
| | 2,573 |
| | (557 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Groton | | CT | | — |
| | 1,099 |
| | 900 |
| | — |
| | 1,999 |
| | (212 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Norwich | | CT | | — |
| | 703 |
| | 937 |
| | — |
| | 1,640 |
| | (236 | ) | | 6/27/2013 | | 1980 |
| Wendy's | | Orange | | CT | | — |
| | 1,343 |
| | 1,641 |
| | — |
| | 2,984 |
| | (386 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Indialantic | | FL | | — |
| | 592 |
| | 614 |
| | — |
| | 1,206 |
| | (155 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Lake Wales | | FL | | — |
| | 975 |
| | 1,462 |
| | — |
| | 2,437 |
| | (344 | ) | | 7/31/2013 | | 1999 |
| Wendy's | | Lynn Haven | | FL | | — |
| | 446 |
| | 852 |
| | — |
| | 1,298 |
| | (214 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Melbourne | | FL | | — |
| | 550 |
| | 680 |
| | — |
| | 1,230 |
| | (171 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Merritt Island | | FL | | — |
| | 720 |
| | 589 |
| | — |
| | 1,309 |
| | (139 | ) | | 7/31/2013 | | 1990 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | New Smyrna Beach | | FL | | — |
| | 476 |
| | 394 |
| | — |
| | 870 |
| | (99 | ) | | 6/27/2013 | | 1982 |
| Wendy's | | Ormond Beach | | FL | | — |
| | 626 |
| | 561 |
| | — |
| | 1,187 |
| | (141 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Ormond Beach | | FL | | — |
| | 503 |
| | 503 |
| | — |
| | 1,006 |
| | (118 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Panama City | | FL | | — |
| | 461 |
| | 529 |
| | — |
| | 990 |
| | (133 | ) | | 6/27/2013 | | 1984 |
| Wendy's | | Panama City | | FL | | — |
| | 445 |
| | 837 |
| | — |
| | 1,282 |
| | (211 | ) | | 6/27/2013 | | 1987 |
| Wendy's | | Port Orange | | FL | | — |
| | 695 |
| | 569 |
| | — |
| | 1,264 |
| | (134 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | South Daytona | | FL | | — |
| | 531 |
| | 432 |
| | — |
| | 963 |
| | (109 | ) | | 6/27/2013 | | 1980 |
| Wendy's | | Tallahassee | | FL | | — |
| | 952 |
| | 514 |
| | — |
| | 1,466 |
| | (129 | ) | | 6/27/2013 | | 1986 |
| Wendy's | | Tallahassee | | FL | | — |
| | 855 |
| | 505 |
| | — |
| | 1,360 |
| | (127 | ) | | 6/27/2013 | | 1986 |
| Wendy's | | Titusville | | FL | | — |
| | 415 |
| | 761 |
| | — |
| | 1,176 |
| | (192 | ) | | 6/27/2013 | | 1984 |
| Wendy's | | Titusville | | FL | | — |
| | 414 |
| | 770 |
| | — |
| | 1,184 |
| | (181 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Albany | | GA | | — |
| | 414 |
| | 1,656 |
| | — |
| | 2,070 |
| | (389 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Albany | | GA | | — |
| | 383 |
| | 748 |
| | — |
| | 1,131 |
| | (157 | ) | | 3/26/2014 | | 1999 |
| Wendy's | | Austell | | GA | | — |
| | 383 |
| | 506 |
| | — |
| | 889 |
| | (127 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Brunswick | | GA | | — |
| | 306 |
| | 435 |
| | — |
| | 741 |
| | (110 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Columbus | | GA | | — |
| | 701 |
| | 1,787 |
| | — |
| | 2,488 |
| | (450 | ) | | 6/27/2013 | | 1999 |
| Wendy's | | Columbus | | GA | | — |
| | 743 |
| | 1,184 |
| | — |
| | 1,927 |
| | (298 | ) | | 6/27/2013 | | 1988 |
| Wendy's | | Columbus | | GA | | — |
| | 478 |
| | 2,209 |
| | — |
| | 2,687 |
| | (556 | ) | | 6/27/2013 | | 2003 |
| Wendy's | | Columbus | | GA | | — |
| | 223 |
| | 1,380 |
| | — |
| | 1,603 |
| | (290 | ) | | 3/26/2014 | | 1982 |
| Wendy's | | Douglasville | | GA | | — |
| | 605 |
| | 776 |
| | — |
| | 1,381 |
| | (195 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Eastman | | GA | | — |
| | 258 |
| | 473 |
| | — |
| | 731 |
| | (119 | ) | | 6/27/2013 | | 1996 |
| Wendy's | | Fairburn | | GA | | — |
| | 1,076 |
| | 1,316 |
| | — |
| | 2,392 |
| | (309 | ) | | 7/31/2013 | | 2002 |
| Wendy's | | Hogansville | | GA | | — |
| | 240 |
| | 1,359 |
| | — |
| | 1,599 |
| | (320 | ) | | 7/31/2013 | | 1985 |
| Wendy's | | Lithia Springs | | GA | | — |
| | 668 |
| | 774 |
| | — |
| | 1,442 |
| | (195 | ) | | 6/27/2013 | | 1988 |
| Wendy's | | Morrow | | GA | | — |
| | 755 |
| | 922 |
| | — |
| | 1,677 |
| | (217 | ) | | 7/31/2013 | | 1990 |
| Wendy's | | Savannah | | GA | | — |
| | 720 |
| | 720 |
| | — |
| | 1,440 |
| | (169 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | Sharpsburg | | GA | | — |
| | 649 |
| | 1,299 |
| | — |
| | 1,948 |
| | (327 | ) | | 6/27/2013 | | 2002 |
| Wendy's | | Stockbridge | | GA | | — |
| | 480 |
| | 558 |
| | — |
| | 1,038 |
| | (141 | ) | | 6/27/2013 | | 1987 |
| Wendy's | | Bourbonnais | | IL | | — |
| | 346 |
| | 1,039 |
| | — |
| | 1,385 |
| | (244 | ) | | 7/31/2013 | | 1993 |
| Wendy's | | Joliet | | IL | | — |
| | 642 |
| | 963 |
| | — |
| | 1,605 |
| | (227 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Kankakee | | IL | | — |
| | 250 |
| | 1,419 |
| | — |
| | 1,669 |
| | (334 | ) | | 7/31/2013 | | 2005 |
| Wendy's | | Mokena | | IL | | — |
| | 665 |
| | 997 |
| | — |
| | 1,662 |
| | (235 | ) | | 7/31/2013 | | 1992 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | Normal | | IL | | — |
| | 443 |
| | 991 |
| | — |
| | 1,434 |
| | (208 | ) | | 3/26/2014 | | 1985 |
| Wendy's | | Anderson | | IN | | — |
| | 872 |
| | 736 |
| | — |
| | 1,608 |
| | (185 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Anderson | | IN | | — |
| | 859 |
| | 707 |
| | — |
| | 1,566 |
| | (178 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Anderson | | IN | | — |
| | 505 |
| | 757 |
| | — |
| | 1,262 |
| | (178 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Anderson | | IN | | — |
| | 584 |
| | 713 |
| | — |
| | 1,297 |
| | (168 | ) | | 7/31/2013 | | 1976 |
| Wendy's | | Avon | | IN | | — |
| | 538 |
| | 407 |
| | — |
| | 945 |
| | (127 | ) | | 2/7/2014 | | 1990 |
| Wendy's | | Avon | | IN | | — |
| | 638 |
| | 330 |
| | — |
| | 968 |
| | (139 | ) | | 2/7/2014 | | 1999 |
| Wendy's | | Carmel | | IN | | — |
| | 736 |
| | 211 |
| | — |
| | 947 |
| | (72 | ) | | 2/7/2014 | | 1980 |
| Wendy's | | Carmel | | IN | | — |
| | 915 |
| | 178 |
| | — |
| | 1,093 |
| | (89 | ) | | 2/7/2014 | | 2001 |
| Wendy's | | Connersville | | IN | | — |
| | 324 |
| | 1,298 |
| | — |
| | 1,622 |
| | (305 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Fishers | | IN | | — |
| | 855 |
| | 147 |
| | — |
| | 1,002 |
| | (75 | ) | | 2/7/2014 | | 1999 |
| Wendy's | | Fishers | | IN | | — |
| | 761 |
| | 229 |
| | — |
| | 990 |
| | (94 | ) | | 2/7/2014 | | 2012 |
| Wendy's | | Greenfield | | IN | | — |
| | 429 |
| | 214 |
| | — |
| | 643 |
| | (74 | ) | | 2/7/2014 | | 1980 |
| Wendy's | | Indianapolis | | IN | | — |
| | 751 |
| | 212 |
| | — |
| | 963 |
| | (90 | ) | | 2/7/2014 | | 1993 |
| Wendy's | | Lebanon | | IN | | — |
| | 1,265 |
| | 108 |
| | — |
| | 1,373 |
| | (67 | ) | | 2/7/2014 | | 1979 |
| Wendy's | | Noblesville | | IN | | — |
| | 590 |
| | 42 |
| | — |
| | 632 |
| | (19 | ) | | 2/7/2014 | | 1988 |
| Wendy's | | Pendleton | | IN | | — |
| | 448 |
| | 894 |
| | — |
| | 1,342 |
| | (225 | ) | | 6/27/2013 | | 2005 |
| Wendy's | | Richmond | | IN | | — |
| | 735 |
| | 1,716 |
| | — |
| | 2,451 |
| | (404 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Richmond | | IN | | — |
| | 661 |
| | 992 |
| | — |
| | 1,653 |
| | (233 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Benton | | KY | | — |
| | 252 |
| | 926 |
| | — |
| | 1,178 |
| | (194 | ) | | 3/26/2014 | | 2001 |
| Wendy's | | Louisville | | KY | | — |
| | 834 |
| | 1,379 |
| | — |
| | 2,213 |
| | (347 | ) | | 6/27/2013 | | 2001 |
| Wendy's | | Louisville | | KY | | — |
| | 532 |
| | 1,221 |
| | — |
| | 1,753 |
| | (307 | ) | | 6/27/2013 | | 1998 |
| Wendy's | | Louisville | | KY | | — |
| | 857 |
| | 1,420 |
| | — |
| | 2,277 |
| | (358 | ) | | 6/27/2013 | | 2000 |
| Wendy's | | Mayfield | | KY | | — |
| | 242 |
| | 779 |
| | — |
| | 1,021 |
| | (164 | ) | | 3/26/2014 | | 1986 |
| Wendy's | | Baton Rouge | | LA | | — |
| | 316 |
| | 782 |
| | (522 | ) | | 576 |
| | — |
| | 6/27/2013 | | 1998 |
| Wendy's | | Minden | | LA | | — |
| | 182 |
| | 936 |
| | — |
| | 1,118 |
| | (236 | ) | | 6/27/2013 | | 2001 |
| Wendy's | | Worcester | | MA | | — |
| | 370 |
| | 1,288 |
| | — |
| | 1,658 |
| | (318 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Baltimore | | MD | | — |
| | 760 |
| | 802 |
| | — |
| | 1,562 |
| | (202 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Baltimore | | MD | | — |
| | 904 |
| | 1,035 |
| | — |
| | 1,939 |
| | (261 | ) | | 6/27/2013 | | 2002 |
| Wendy's | | District Heights | | MD | | — |
| | 332 |
| | 275 |
| | — |
| | 607 |
| | (69 | ) | | 6/27/2013 | | 1979 |
| Wendy's | | Landover | | MD | | — |
| | 340 |
| | 267 |
| | — |
| | 607 |
| | (67 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Pasadena | | MD | | — |
| | 1,049 |
| | 1,902 |
| | — |
| | 2,951 |
| | (479 | ) | | 6/27/2013 | | 1997 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | Salisbury | | MD | | — |
| | 370 |
| | 1,299 |
| | — |
| | 1,669 |
| | (321 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Madison Heights | | MI | | — |
| | 198 |
| | 725 |
| | (477 | ) | | 446 |
| | (16 | ) | | 6/27/2013 | | 1998 |
| Wendy's | | Picayune | | MS | | — |
| | 437 |
| | 1,032 |
| | — |
| | 1,469 |
| | (217 | ) | | 3/26/2014 | | 1983 |
| Wendy's | | Kinston | | NC | | — |
| | 491 |
| | 1,159 |
| | — |
| | 1,650 |
| | (236 | ) | | 5/1/2014 | | 2004 |
| Wendy's | | Bellevue | | NE | | — |
| | 338 |
| | 484 |
| | — |
| | 822 |
| | (122 | ) | | 6/27/2013 | | 1981 |
| Wendy's | | Millville | | NJ | | — |
| | 373 |
| | 1,169 |
| | — |
| | 1,542 |
| | (294 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Henderson | | NV | | — |
| | 933 |
| | 842 |
| | — |
| | 1,775 |
| | (212 | ) | | 2/7/2014 | | 1997 |
| Wendy's | | Henderson | | NV | | — |
| | 882 |
| | 457 |
| | — |
| | 1,339 |
| | (114 | ) | | 2/7/2014 | | 1999 |
| Wendy's | | Henderson | | NV | | — |
| | 785 |
| | 507 |
| | — |
| | 1,292 |
| | (138 | ) | | 2/7/2014 | | 2000 |
| Wendy's | | Las Vegas | | NV | | — |
| | 398 |
| | 589 |
| | — |
| | 987 |
| | (129 | ) | | 2/7/2014 | | 1976 |
| Wendy's | | Las Vegas | | NV | | — |
| | 919 |
| | 562 |
| | — |
| | 1,481 |
| | (147 | ) | | 2/7/2014 | | 1976 |
| Wendy's | | Las Vegas | | NV | | — |
| | 789 |
| | 583 |
| | — |
| | 1,372 |
| | (130 | ) | | 2/7/2014 | | 1984 |
| Wendy's | | Las Vegas | | NV | | — |
| | 725 |
| | 458 |
| | — |
| | 1,183 |
| | (118 | ) | | 2/7/2014 | | 1986 |
| Wendy's | | Las Vegas | | NV | | — |
| | 915 |
| | 724 |
| | — |
| | 1,639 |
| | (177 | ) | | 2/7/2014 | | 1991 |
| Wendy's | | Las Vegas | | NV | | — |
| | 633 |
| | 392 |
| | — |
| | 1,025 |
| | (90 | ) | | 2/7/2014 | | 1994 |
| Wendy's | | Auburn | | NY | | — |
| | 465 |
| | 1,085 |
| | — |
| | 1,550 |
| | (255 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Binghamton | | NY | | — |
| | 293 |
| | 879 |
| | — |
| | 1,172 |
| | (207 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Corning | | NY | | — |
| | 191 |
| | 1,717 |
| | — |
| | 1,908 |
| | (404 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Cortland | | NY | | — |
| | 635 |
| | 952 |
| | — |
| | 1,587 |
| | (224 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Endicott | | NY | | — |
| | 313 |
| | 1,253 |
| | — |
| | 1,566 |
| | (295 | ) | | 7/31/2013 | | 1987 |
| Wendy's | | Fulton | | NY | | — |
| | 392 |
| | 1,181 |
| | — |
| | 1,573 |
| | (248 | ) | | 3/26/2014 | | 1980 |
| Wendy's | | Horseheads | | NY | | — |
| | 72 |
| | 1,369 |
| | — |
| | 1,441 |
| | (322 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | Liverpool | | NY | | — |
| | 530 |
| | 864 |
| | — |
| | 1,394 |
| | (82 | ) | | 3/26/2014 | | 1980 |
| Wendy's | | Oswego | | NY | | — |
| | 190 |
| | 645 |
| | — |
| | 835 |
| | (135 | ) | | 3/26/2014 | | 1986 |
| Wendy's | | Owego | | NY | | — |
| | 101 |
| | 1,915 |
| | — |
| | 2,016 |
| | (450 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Vestal | | NY | | — |
| | 488 |
| | 878 |
| | — |
| | 1,366 |
| | (83 | ) | | 3/26/2014 | | 1995 |
| Wendy's | | Belpre | | OH | | — |
| | 297 |
| | 1,194 |
| | — |
| | 1,491 |
| | (251 | ) | | 3/26/2014 | | 2000 |
| Wendy's | | Bowling Green | | OH | | — |
| | 502 |
| | 932 |
| | (926 | ) | | 508 |
| | (38 | ) | | 7/31/2013 | | 1994 |
| Wendy's | | Brookville | | OH | | — |
| | 448 |
| | 1,072 |
| | — |
| | 1,520 |
| | (225 | ) | | 3/26/2014 | | 1984 |
| Wendy's | | Buckeye Lake | | OH | | — |
| | 864 |
| | 877 |
| | — |
| | 1,741 |
| | (221 | ) | | 6/27/2013 | | 2000 |
| Wendy's | | Centerville | | OH | | — |
| | 615 |
| | 1,434 |
| | — |
| | 2,049 |
| | (337 | ) | | 7/31/2013 | | 1997 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | Cincinnati | | OH | | — |
| | 939 |
| | 1,408 |
| | — |
| | 2,347 |
| | (331 | ) | | 7/31/2013 | | 1980 |
| Wendy's | | Dayton | | OH | | — |
| | 723 |
| | 1,343 |
| | — |
| | 2,066 |
| | (316 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Dayton | | OH | | — |
| | 304 |
| | 1,264 |
| | — |
| | 1,568 |
| | (265 | ) | | 3/26/2014 | | 1974 |
| Wendy's | | Dayton | | OH | | — |
| | 288 |
| | 813 |
| | — |
| | 1,101 |
| | (171 | ) | | 3/26/2014 | | 1985 |
| Wendy's | | Dayton | | OH | | — |
| | 342 |
| | 848 |
| | — |
| | 1,190 |
| | (178 | ) | | 3/26/2014 | | 1973 |
| Wendy's | | Dayton | | OH | | — |
| | 274 |
| | 1,029 |
| | — |
| | 1,303 |
| | (224 | ) | | 3/26/2014 | | 2004 |
| Wendy's | | Dayton | | OH | | — |
| | 286 |
| | 869 |
| | — |
| | 1,155 |
| | (183 | ) | | 3/26/2014 | | 1977 |
| Wendy's | | Dayton | | OH | | — |
| | 259 |
| | 838 |
| | — |
| | 1,097 |
| | (176 | ) | | 3/26/2014 | | 1985 |
| Wendy's | | Eaton | | OH | | — |
| | 207 |
| | 1,084 |
| | — |
| | 1,291 |
| | (103 | ) | | 3/26/2014 | | 1993 |
| Wendy's | | Englewood | | OH | | — |
| | 261 |
| | 924 |
| | — |
| | 1,185 |
| | (194 | ) | | 3/26/2014 | | 1976 |
| Wendy's | | Fairborn | | OH | | — |
| | 629 |
| | 1,468 |
| | — |
| | 2,097 |
| | (345 | ) | | 7/31/2013 | | 1999 |
| Wendy's | | Fairborn | | OH | | — |
| | 604 |
| | 1,408 |
| | — |
| | 2,012 |
| | (331 | ) | | 7/31/2013 | | 1992 |
| Wendy's | | Fairborn | | OH | | — |
| | 271 |
| | 828 |
| | — |
| | 1,099 |
| | (174 | ) | | 3/26/2014 | | 1975 |
| Wendy's | | Fairfield | | OH | | — |
| | 794 |
| | 970 |
| | — |
| | 1,764 |
| | (228 | ) | | 7/31/2013 | | 1981 |
| Wendy's | | Hamilton | | OH | | — |
| | 655 |
| | 1,848 |
| | — |
| | 2,503 |
| | (465 | ) | | 6/27/2013 | | 2001 |
| Wendy's | | Hamilton | | OH | | — |
| | 697 |
| | 1,295 |
| | — |
| | 1,992 |
| | (305 | ) | | 7/31/2013 | | 1974 |
| Wendy's | | Hamilton | | OH | | — |
| | 908 |
| | 1,362 |
| | — |
| | 2,270 |
| | (320 | ) | | 7/31/2013 | | 2002 |
| Wendy's | | Hillsboro | | OH | | — |
| | 291 |
| | 1,408 |
| | — |
| | 1,699 |
| | (354 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | Lancaster | | OH | | — |
| | 552 |
| | 1,025 |
| | — |
| | 1,577 |
| | (241 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Miamisburg | | OH | | — |
| | 888 |
| | 1,086 |
| | — |
| | 1,974 |
| | (255 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Middletown | | OH | | — |
| | 755 |
| | 1,133 |
| | — |
| | 1,888 |
| | (266 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Middletown | | OH | | — |
| | 752 |
| | 920 |
| | — |
| | 1,672 |
| | (216 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Middletown | | OH | | — |
| | 494 |
| | 1,481 |
| | — |
| | 1,975 |
| | (348 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Saint Bernard | | OH | | — |
| | 432 |
| | 1,009 |
| | — |
| | 1,441 |
| | (237 | ) | | 7/31/2013 | | 1985 |
| Wendy's | | Springboro | | OH | | — |
| | 891 |
| | 1,336 |
| | — |
| | 2,227 |
| | (314 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | Swanton | | OH | | — |
| | 430 |
| | 1,233 |
| | — |
| | 1,663 |
| | (305 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Sylvania | | OH | | — |
| | 300 |
| | 799 |
| | — |
| | 1,099 |
| | (197 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | West Carrollton | | OH | | — |
| | 708 |
| | 865 |
| | — |
| | 1,573 |
| | (203 | ) | | 7/31/2013 | | 1979 |
| Wendy's | | West Chester | | OH | | — |
| | 944 |
| | 772 |
| | — |
| | 1,716 |
| | (182 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | West Chester | | OH | | — |
| | 616 |
| | 924 |
| | — |
| | 1,540 |
| | (217 | ) | | 7/31/2013 | | 2005 |
| Wendy's | | Whitehall | | OH | | — |
| | 716 |
| | 863 |
| | — |
| | 1,579 |
| | (217 | ) | | 6/27/2013 | | 1983 |
| Wendy's | | Wintersville | | OH | | — |
| | 621 |
| | 1,449 |
| | — |
| | 2,070 |
| | (341 | ) | | 7/31/2013 | | 1977 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | Edmond | | OK | | — |
| | 791 |
| | 697 |
| | — |
| | 1,488 |
| | (146 | ) | | 3/27/2014 | | 1979 |
| Wendy's | | Enid | | OK | | — |
| | 158 |
| | 893 |
| | — |
| | 1,051 |
| | (210 | ) | | 7/31/2013 | | 2003 |
| Wendy's | | Ponca City | | OK | | — |
| | 529 |
| | 983 |
| | — |
| | 1,512 |
| | (231 | ) | | 7/31/2013 | | 1979 |
| Wendy's | | Sayre | | PA | | — |
| | 372 |
| | 1,115 |
| | — |
| | 1,487 |
| | (262 | ) | | 7/31/2013 | | 1994 |
| Wendy's | | Anderson | | SC | | — |
| | 734 |
| | 897 |
| | — |
| | 1,631 |
| | (346 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | Columbia | | SC | | — |
| | 1,368 |
| | — |
| | — |
| | 1,368 |
| | — |
| | 6/27/2013 | | 1995 |
| Wendy's | | Greenville | | SC | | — |
| | 516 |
| | 631 |
| | — |
| | 1,147 |
| | (148 | ) | | 7/31/2013 | | 1975 |
| Wendy's | | N. Myrtle Beach | | SC | | — |
| | 464 |
| | 861 |
| | — |
| | 1,325 |
| | (202 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Spartanburg | | SC | | — |
| | 699 |
| | 572 |
| | — |
| | 1,271 |
| | (135 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Brentwood | | TN | | — |
| | 339 |
| | 1,356 |
| | — |
| | 1,695 |
| | (319 | ) | | 7/31/2013 | | 1982 |
| Wendy's | | Crossville | | TN | | — |
| | 190 |
| | 760 |
| | — |
| | 950 |
| | (179 | ) | | 7/31/2013 | | 1978 |
| Wendy's | | Knoxville | | TN | | — |
| | 330 |
| | 1,161 |
| | — |
| | 1,491 |
| | (287 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Knoxville | | TN | | — |
| | 330 |
| | 1,132 |
| | — |
| | 1,462 |
| | (280 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Manchester | | TN | | — |
| | 245 |
| | 1,390 |
| | — |
| | 1,635 |
| | (327 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Mcminnville | | TN | | — |
| | 255 |
| | 1,443 |
| | — |
| | 1,698 |
| | (339 | ) | | 7/31/2013 | | 2010 |
| Wendy's | | Millington | | TN | | — |
| | 380 |
| | 1,208 |
| | — |
| | 1,588 |
| | (299 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Murfreesboro | | TN | | — |
| | 586 |
| | 1,088 |
| | — |
| | 1,674 |
| | (256 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Nashville | | TN | | — |
| | 592 |
| | 1,100 |
| | — |
| | 1,692 |
| | (259 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Nashville | | TN | | — |
| | 328 |
| | 1,313 |
| | — |
| | 1,641 |
| | (309 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Arlington | | TX | | — |
| | 1,322 |
| | 1,546 |
| | — |
| | 2,868 |
| | (389 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Corpus Christi | | TX | | — |
| | 646 |
| | 1,198 |
| | — |
| | 1,844 |
| | (282 | ) | | 7/31/2013 | | 1987 |
| Wendy's | | El Paso | | TX | | — |
| | 630 |
| | 1,889 |
| | — |
| | 2,519 |
| | (444 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Kingwood | | TX | | — |
| | 304 |
| | 1,724 |
| | (944 | ) | | 1,084 |
| | (76 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | San Antonio | | TX | | — |
| | 268 |
| | 630 |
| | — |
| | 898 |
| | (158 | ) | | 6/27/2013 | | 1985 |
| Wendy's | | San Antonio | | TX | | — |
| | 410 |
| | 451 |
| | — |
| | 861 |
| | (114 | ) | | 6/27/2013 | | 1987 |
| Wendy's | | San Antonio | | TX | | — |
| | 707 |
| | 603 |
| | — |
| | 1,310 |
| | (126 | ) | | 2/7/2014 | | 1990 |
| Wendy's | | San Antonio | | TX | | — |
| | 633 |
| | 1,388 |
| | — |
| | 2,021 |
| | (268 | ) | | 2/7/2014 | | 1992 |
| Wendy's | | San Antonio | | TX | | — |
| | 1,007 |
| | 546 |
| | — |
| | 1,553 |
| | (118 | ) | | 2/7/2014 | | 1995 |
| Wendy's | | San Antonio | | TX | | — |
| | 703 |
| | 45 |
| | — |
| | 748 |
| | (19 | ) | | 2/7/2014 | | 2000 |
| Wendy's | | San Antonio | | TX | | — |
| | 788 |
| | 45 |
| | — |
| | 833 |
| | (19 | ) | | 2/7/2014 | | 2003 |
| Wendy's | | San Marcos | | TX | | — |
| | 714 |
| | 1,024 |
| | — |
| | 1,738 |
| | (208 | ) | | 2/7/2014 | | 2002 |
| Wendy's | | Schertz | | TX | | — |
| | 793 |
| | 109 |
| | — |
| | 902 |
| | (27 | ) | | 2/7/2014 | | 1994 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | Selma | | TX | | — |
| | 841 |
| | 117 |
| | — |
| | 958 |
| | (25 | ) | | 2/7/2014 | | 2003 |
| Wendy's | | Bluefield | | VA | | — |
| | 450 |
| | 1,927 |
| | — |
| | 2,377 |
| | (476 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Christiansburg | | VA | | — |
| | 416 |
| | 624 |
| | — |
| | 1,040 |
| | (147 | ) | | 7/31/2013 | | 1980 |
| Wendy's | | Dublin | | VA | | — |
| | 384 |
| | 1,401 |
| | — |
| | 1,785 |
| | (353 | ) | | 6/27/2013 | | 1993 |
| Wendy's | | Emporia | | VA | | — |
| | 631 |
| | 1,424 |
| | — |
| | 2,055 |
| | (359 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Hayes | | VA | | — |
| | 304 |
| | 859 |
| | — |
| | 1,163 |
| | (216 | ) | | 6/27/2013 | | 1992 |
| Wendy's | | Hillsville | | VA | | — |
| | 324 |
| | 973 |
| | — |
| | 1,297 |
| | (229 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | Lebanon | | VA | | — |
| | 431 |
| | 1,006 |
| | — |
| | 1,437 |
| | (237 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | Mechanicsville | | VA | | — |
| | 521 |
| | 704 |
| | — |
| | 1,225 |
| | (177 | ) | | 6/27/2013 | | 1989 |
| Wendy's | | North Tazewell | | VA | | — |
| | 124 |
| | 560 |
| | — |
| | 684 |
| | (141 | ) | | 6/27/2013 | | 1980 |
| Wendy's | | Pounding Mill | | VA | | — |
| | 296 |
| | 1,404 |
| | — |
| | 1,700 |
| | (353 | ) | | 6/27/2013 | | 2004 |
| Wendy's | | Woodbridge | | VA | | — |
| | 1,193 |
| | 1,598 |
| | — |
| | 2,791 |
| | (402 | ) | | 6/27/2013 | | 1996 |
| Wendy's | | Woodbridge | | VA | | — |
| | 521 |
| | 615 |
| | — |
| | 1,136 |
| | (155 | ) | | 6/27/2013 | | 1978 |
| Wendy's | | Wytheville | | VA | | — |
| | 598 |
| | 897 |
| | — |
| | 1,495 |
| | (211 | ) | | 7/31/2013 | | 2003 |
| Wendy's | | Bellingham | | WA | | — |
| | 502 |
| | 477 |
| | — |
| | 979 |
| | (105 | ) | | 2/7/2014 | | 1994 |
| Wendy's | | Bothell | | WA | | — |
| | 687 |
| | 292 |
| | — |
| | 979 |
| | (50 | ) | | 2/7/2014 | | 2004 |
| Wendy's | | Burlington | | WA | | — |
| | 425 |
| | 806 |
| | — |
| | 1,231 |
| | (203 | ) | | 6/27/2013 | | 1994 |
| Wendy's | | Port Angeles | | WA | | — |
| | 422 |
| | 502 |
| | — |
| | 924 |
| | (187 | ) | | 2/7/2014 | | 1980 |
| Wendy's | | Redmond | | WA | | — |
| | 969 |
| | 123 |
| | — |
| | 1,092 |
| | (17 | ) | | 2/7/2014 | | 1977 |
| Wendy's | | Silverdale | | WA | | — |
| | 808 |
| | 201 |
| | — |
| | 1,009 |
| | (122 | ) | | 2/7/2014 | | 1995 |
| Wendy's | | Beloit | | WI | | — |
| | 1,138 |
| | 931 |
| | — |
| | 2,069 |
| | (219 | ) | | 7/31/2013 | | 2002 |
| Wendy's | | Fitchburg | | WI | | — |
| | 662 |
| | 1,230 |
| | — |
| | 1,892 |
| | (289 | ) | | 7/31/2013 | | 2003 |
| Wendy's | | Germantown | | WI | | — |
| | 419 |
| | 1,257 |
| | — |
| | 1,676 |
| | (296 | ) | | 7/31/2013 | | 1989 |
| Wendy's | | Greenfield | | WI | | — |
| | 487 |
| | 1,137 |
| | — |
| | 1,624 |
| | (267 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | Janesville | | WI | | — |
| | 647 |
| | 971 |
| | — |
| | 1,618 |
| | (228 | ) | | 7/31/2013 | | 1991 |
| Wendy's | | Kenosha | | WI | | — |
| | 322 |
| | 1,290 |
| | — |
| | 1,612 |
| | (303 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Kenosha | | WI | | — |
| | 965 |
| | 1,447 |
| | — |
| | 2,412 |
| | (340 | ) | | 7/31/2013 | | 1986 |
| Wendy's | | Madison | | WI | | — |
| | 454 |
| | 1,362 |
| | — |
| | 1,816 |
| | (320 | ) | | 7/31/2013 | | 1998 |
| Wendy's | | Milwaukee | | WI | | — |
| | 810 |
| | 810 |
| | — |
| | 1,620 |
| | (190 | ) | | 7/31/2013 | | 1979 |
| Wendy's | | Milwaukee | | WI | | — |
| | 338 |
| | 1,351 |
| | — |
| | 1,689 |
| | (318 | ) | | 7/31/2013 | | 1985 |
| Wendy's | | Milwaukee | | WI | | — |
| | 436 |
| | 1,015 |
| | — |
| | 1,451 |
| | (239 | ) | | 7/31/2013 | | 1983 |
| Wendy's | | New Berlin | | WI | | — |
| | 903 |
| | 739 |
| | — |
| | 1,642 |
| | (175 | ) | | 7/31/2013 | | 1983 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Wendy's | | Oak Creek | | WI | | — |
| | 577 |
| | 1,347 |
| | — |
| | 1,924 |
| | (317 | ) | | 7/31/2013 | | 1999 |
| Wendy's | | Sheboygan | | WI | | — |
| | 676 |
| | 1,014 |
| | — |
| | 1,690 |
| | (238 | ) | | 7/31/2013 | | 1995 |
| Wendy's | | West Allis | | WI | | — |
| | 583 |
| | 1,083 |
| | — |
| | 1,666 |
| | (255 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Beaver | | WV | | — |
| | 290 |
| | 1,156 |
| | — |
| | 1,446 |
| | (286 | ) | | 6/27/2013 | | 1995 |
| Wendy's | | Bridgeport | | WV | | — |
| | 273 |
| | 818 |
| | — |
| | 1,091 |
| | (192 | ) | | 7/31/2013 | | 1984 |
| Wendy's | | Buckhannon | | WV | | — |
| | 157 |
| | 890 |
| | — |
| | 1,047 |
| | (209 | ) | | 7/31/2013 | | 1987 |
| Wendy's | | Clarksburg | | WV | | — |
| | 277 |
| | 1,181 |
| | — |
| | 1,458 |
| | (248 | ) | | 3/26/2014 | | 1980 |
| Wendy's | | Fairmont | | WV | | — |
| | 224 |
| | 1,119 |
| | — |
| | 1,343 |
| | (282 | ) | | 6/27/2013 | | 1983 |
| Wendy's | | Parkersburg | | WV | | — |
| | 295 |
| | 885 |
| | — |
| | 1,180 |
| | (208 | ) | | 7/31/2013 | | 1979 |
| Wendy's | | Parkersburg | | WV | | — |
| | 311 |
| | 1,243 |
| | — |
| | 1,554 |
| | (292 | ) | | 7/31/2013 | | 1977 |
| Wendy's | | Parkersburg | | WV | | — |
| | 241 |
| | 964 |
| | — |
| | 1,205 |
| | (227 | ) | | 7/31/2013 | | 1996 |
| Wendy's | | Ripley | | WV | | — |
| | 273 |
| | 871 |
| | — |
| | 1,144 |
| | (219 | ) | | 6/27/2013 | | 1984 |
| Wendy's | | Saint Marys | | WV | | — |
| | 70 |
| | 1,322 |
| | — |
| | 1,392 |
| | (311 | ) | | 7/31/2013 | | 2001 |
| Wendy's | | Vienna | | WV | | — |
| | 301 |
| | 702 |
| | — |
| | 1,003 |
| | (165 | ) | | 7/31/2013 | | 1976 |
| West Marine | | Anchorage | | AK | | — |
| | 1,220 |
| | 2,531 |
| | — |
| | 3,751 |
| | (510 | ) | | 3/31/2014 | | 1995 |
| West Marine | | Fort Lauderdale | | FL | | — |
| | 4,337 |
| | 9,052 |
| | — |
| | 13,389 |
| | (1,669 | ) | | 2/7/2014 | | 2011 |
| West Marine | | Harrison Township | | MI | | — |
| | 452 |
| | 2,092 |
| | — |
| | 2,544 |
| | (538 | ) | | 2/7/2014 | | 2009 |
| West Marine | | Deltaville | | VA | | — |
| | 425 |
| | 2,409 |
| | — |
| | 2,834 |
| | (708 | ) | | 7/31/2012 | | 2012 |
| Western Refining | | Foley | | MN | | — |
| | 72 |
| | 276 |
| | — |
| | 348 |
| | (5 | ) | | 3/27/2017 | | 1984 |
| Western Refining | | Pequot Lakes | | MN | | — |
| | 158 |
| | 1,489 |
| | — |
| | 1,647 |
| | (29 | ) | | 3/27/2017 | | 1983 |
| Western Refining | | Pierz | | MN | | — |
| | 67 |
| | 411 |
| | — |
| | 478 |
| | (8 | ) | | 3/27/2017 | | 1996 |
| Western Refining | | Sartell | | MN | | — |
| | 718 |
| | 486 |
| | — |
| | 1,204 |
| | (10 | ) | | 3/27/2017 | | 2000 |
| Western Refining | | Sauk Rapids | | MN | | — |
| | 419 |
| | 753 |
| | — |
| | 1,172 |
| | (15 | ) | | 3/27/2017 | | 1997 |
| Western Refining | | St. Cloud | | MN | | — |
| | 582 |
| | 657 |
| | — |
| | 1,239 |
| | (13 | ) | | 3/27/2017 | | 1987 |
| Western Refining | | St. Cloud | | MN | | — |
| | 104 |
| | 136 |
| | — |
| | 240 |
| | (3 | ) | | 3/27/2017 | | 1922 |
| Western Refining | | St. Cloud | | MN | | — |
| | 126 |
| | 151 |
| | — |
| | 277 |
| | (3 | ) | | 3/27/2017 | | 1968 |
| Western Refining | | St. Cloud | | MN | | — |
| | 330 |
| | 365 |
| | — |
| | 695 |
| | (7 | ) | | 3/27/2017 | | 1984 |
| Western Refining | | St. Cloud | | MN | | — |
| | 361 |
| | 433 |
| | — |
| | 794 |
| | (9 | ) | | 3/27/2017 | | 1987 |
| Western Refining | | Waite Park | | MN | | — |
| | 316 |
| | 333 |
| | — |
| | 649 |
| | (7 | ) | | 3/27/2017 | | 1999 |
| Western Refining | | Waite Park | | MN | | — |
| | 770 |
| | 503 |
| | — |
| | 1,273 |
| | (10 | ) | | 3/27/2017 | | 1999 |
| Whataburger | | Edna | | TX | | — |
| | 290 |
| | 869 |
| | — |
| | 1,159 |
| | (204 | ) | | 7/31/2013 | | 1986 |
| Whataburger | | El Campo | | TX | | — |
| | 693 |
| | 1,013 |
| | — |
| | 1,706 |
| | (255 | ) | | 6/27/2013 | | 1986 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2017
(3) (4) | | | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2017 | | Land | | Buildings, Fixtures and Improvements | | | Accumulated Depreciation
(3) (5) | | Date Acquired | | Date of Construction |
| Whataburger | | Ingleside | | TX | | — |
| | 1,106 |
| | 474 |
| | — |
| | 1,580 |
| | (111 | ) | | 7/31/2013 | | 1986 |
| Whataburger | | Lubbock | | TX | | — |
| | 432 |
| | 647 |
| | — |
| | 1,079 |
| | (152 | ) | | 7/31/2013 | | 1992 |
| Whole Foods | | Hinsdale | | IL | | 5,709 |
| | 5,499 |
| | 7,388 |
| | — |
| | 12,887 |
| | (1,658 | ) | | 2/7/2014 | | 1999 |
| Wild Bill's Sports Salon | | Rochester | | MN | | — |
| | 1,347 |
| | 1,102 |
| | — |
| | 2,449 |
| | (292 | ) | | 7/31/2013 | | 1993 |
| Willbros Group, Inc. | | Tulsa | | OK | | — |
| | 2,239 |
| | 6,375 |
| | — |
| | 8,614 |
| | (935 | ) | | 6/25/2014 | | 1982 |
| Williams Sonoma | | Olive Branch | | MS | | — |
| | 2,330 |
| | 44,266 |
| | — |
| | 46,596 |
| | (14,115 | ) | | 8/10/2012 | | 2001 |
| Winn-Dixie | | Jacksonville | | FL | | 63,240 |
| | 4,360 |
| | 82,834 |
| | — |
| | 87,194 |
| | (19,318 | ) | | 4/24/2013 | | 2000 |
| Worrior Energy Services | | Midland | | TX | | — |
| | 508 |
| | 815 |
| | — |
| | 1,323 |
| | (146 | ) | | 6/25/2014 | | 2012 |
| Other | | N/A | | N/A | | — |
| | — |
| | 13,345 |
| | — |
| | 13,345 |
| | (2,975 | ) | | N/A | | N/A |
| | | | | | | $ | 2,071,038 |
| | $ | 2,907,509 |
| | $ | 10,769,845 |
| | $ | (99,654 | ) | | $ | 13,577,700 |
| | $ | (2,217,108 | ) | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Initial Costs (1) | | Costs Capitalized Subsequent to Acquisition (2) | | Gross Amount
Carried at
December 31, 2019
(3) (4) | | Accumulated Depreciation | | | | |
| Property | | City | | State | | Encumbrances at
December 31, 2019 | | Land | | Buildings, Fixtures and Improvements | | | | | Date Acquired | | Date of Construction |
| Bread & Butter Shop | | Marshfield | | WI | | — |
| | 158 |
| | 1,206 |
| | — |
| | 1,364 |
| | (5 | ) | | 11/14/2019 | | 1987 |
| Bread & Butter Shop | | Marshfield | | WI | | — |
| | 239 |
| | 933 |
| | — |
| | 1,172 |
| | (4 | ) | | 11/14/2019 | | 1995 |
| Bread & Butter Shop | | Marshfield | | WI | | — |
| | 474 |
| | 1,673 |
| | — |
| | 2,147 |
| | (7 | ) | | 11/14/2019 | | 2009 |
| Bread & Butter Shop | | Stratford | | WI | | — |
| | 66 |
| | 366 |
| | — |
| | 432 |
| | (2 | ) | | 11/14/2019 | | 1985 |
| Bread & Butter Shop | | Wisconsin Rapids | | WI | | — |
| | 309 |
| | 986 |
| | — |
| | 1,295 |
| | (5 | ) | | 11/14/2019 | | 1988 |
| Bread & Butter Shop | | Wisconsin Rapids | | WI | | — |
| | 287 |
| | 569 |
| | — |
| | 856 |
| | (3 | ) | | 11/14/2019 | | 1998 |
| Bread & Butter Shop | | Nekoosa | | WI | | — |
| | 302 |
| | 936 |
| | — |
| | 1,238 |
| | (4 | ) | | 11/14/2019 | | 1998 |
| La-Z-Boy | | Kennesaw | | GA | | — |
| | 1,942 |
| | 4,539 |
| | — |
| | 6,481 |
| | (17 | ) | | 11/22/2019 | | 1995 |
| La-Z-Boy | | McDonough | | GA | | — |
| | 1,215 |
| | 3,219 |
| | — |
| | 4,434 |
| | (14 | ) | | 11/22/2019 | | 2018 |
| La-Z-Boy | | Fleming Island | | FL | | — |
| | 876 |
| | 4,244 |
| | — |
| | 5,120 |
| | (15 | ) | | 11/22/2019 | | 2007 |
| Fas Mart | | Lottsburg | | VA | | — |
| | 341 |
| | 906 |
| | — |
| | 1,247 |
| | (5 | ) | | 11/25/2019 | | 1986 |
| Fas Mart | | Cobbs Creek | | VA | | — |
| | 927 |
| | 1,470 |
| | — |
| | 2,397 |
| | (8 | ) | | 11/25/2019 | | 1991 |
| Fas Mart | | Colonial Beach | | VA | | — |
| | 262 |
| | 1,151 |
| | — |
| | 1,413 |
| | (4 | ) | | 11/25/2019 | | 1990 |
| E-Z Mart | | Fayetteville | | AR | | — |
| | 126 |
| | 1,051 |
| | — |
| | 1,177 |
| | (5 | ) | | 11/25/2019 | | 1990 |
| E-Z Mart | | Texarkana | | TX | | — |
| | 70 |
| | 371 |
| | — |
| | 441 |
| | (2 | ) | | 11/25/2019 | | 1996 |
| E-Z Mart | | Mt Pleasant | | TX | | — |
| | 484 |
| | 1,329 |
| | — |
| | 1,813 |
| | (8 | ) | | 11/25/2019 | | 1997 |
| E-Z Mart | | New Boston | | TX | | — |
| | 724 |
| | 1,791 |
| | — |
| | 2,515 |
| | (10 | ) | | 11/25/2019 | | 1994 |
| Fas Mart | | Kilmarnock | | VA | | — |
| | 519 |
| | 1,349 |
| | — |
| | 1,868 |
| | (8 | ) | | 11/25/2019 | | 1980 |
| Best Buy | | Newport News | | VA | | — |
| | 7,678 |
| | 9,619 |
| | — |
| | 17,297 |
| | (11 | ) | | 12/18/2019 | | 1994 |
| Topgolf | | Schaumburg | | IL | | — |
| | 14,103 |
| | 28,296 |
| | — |
| | 42,399 |
| | (49 | ) | | 12/30/2019 | | 2019 |
| Aaron's | | Sheridan | | AR | | — |
| | 116 |
| | 852 |
| | — |
| | 968 |
| | (1 | ) | | 12/31/2019 | | 1998 |
| Aaron's | | Aiken | | SC | | — |
| | 512 |
| | 812 |
| | — |
| | 1,324 |
| | (1 | ) | | 12/31/2019 | | 1995 |
| Aaron's | | Niles | | OH | | — |
| | 114 |
| | 1,509 |
| | — |
| | 1,623 |
| | (2 | ) | | 12/31/2019 | | 1972 |
| | | | | | | $ | 1,529,057 |
| | $ | 2,786,282 |
| | $ | 10,186,554 |
| | $ | (33,607 | ) | | $ | 12,939,229 |
| | $ | (2,727,099 | ) | | | | |
| |
| (1) | Initial costs exclude subsequent impairment charges. |
| |
| (2) | Consists of capital expenditures and real estate development costs, net of condemnations, easements and impairment charges. |
| |
| (3) | Gross intangible lease assets of $2.04$1.9 billion and the associated accumulated amortization of $690.9$867.2 million are not reflected in the table above. |
| |
| (4) | The aggregate cost for Federal income tax purposes of land, buildings, fixtures and improvements as of December 31, 20172018 was $15.6$13.0 billion. |
| |
| (5) | Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, five to 15 years for building fixtures and improvements. |
The following is a reconciliation of the gross real estate activity for the years ended December 31, 2017, 20162019, 2018 and 20152017 (amounts in thousands):
| | | | | Years Ended December 31, | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 | | 2019 | | 2018 | | 2017 |
| Balance, beginning of year | | $ | 13,539,921 |
| | $ | 14,566,343 |
| | $ | 15,857,507 |
| | $ | 13,592,440 |
| | $ | 13,577,700 |
| | $ | 13,539,921 |
|
| Additions: | | | | | | | | | | | | |
| Acquisitions | | 634,080 |
| | 91,052 |
| | 33,695 |
| | 351,135 |
| | 437,227 |
| | 634,080 |
|
| Improvements | | 28,503 |
| | 25,781 |
| | 60,321 |
| | 56,446 |
| | 31,898 |
| | 28,503 |
|
| Deductions/Other: | | | | | | | | | | | | |
| Dispositions | | (505,403 | ) | | (878,552 | ) | | (1,261,724 | ) | | (947,403 | ) | | (368,808 | ) | | (505,403 | ) |
| Impairments | | (82,292 | ) | | (228,750 | ) | | (106,064 | ) | | (81,078 | ) | | (84,278 | ) | | (82,292 | ) |
| Reclassified to assets held for sale | | (52,376 | ) | | (36,722 | ) | | (16,761 | ) | | (33,724 | ) | | (2,997 | ) | | (52,376 | ) |
| Other | | 15,267 |
| | 769 |
| | (631 | ) | | 1,413 |
| | 1,698 |
| | 15,267 |
|
| Balance, end of year | | $ | 13,577,700 |
| | $ | 13,539,921 |
| | $ | 14,566,343 |
| | $ | 12,939,229 |
| | $ | 13,592,440 |
| | $ | 13,577,700 |
|
The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2017, 20162019, 2018 and 20152017 (amounts in thousands):
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Balance, beginning of year | | $ | 2,622,879 |
| | $ | 2,217,108 |
| | $ | 1,766,006 |
|
| Additions: | | | | | | |
| Depreciation expense | | 352,531 |
| | 497,511 |
| | 548,901 |
|
| Deductions/Other: | | | | | | |
| Dispositions | | (201,319 | ) | | (57,346 | ) | | (34,086 | ) |
| Impairments | | (34,847 | ) | | (32,147 | ) | | (50,828 | ) |
| Reclassified to assets held for sale | | (7,602 | ) | | (400 | ) | | (12,885 | ) |
| Other | | (4,543 | ) | | (1,847 | ) | | — |
|
| Balance, end of year | | $ | 2,727,099 |
| | $ | 2,622,879 |
| | $ | 2,217,108 |
|
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Balance, beginning of year | | $ | 1,766,006 |
| | $ | 1,331,751 |
| | $ | 775,050 |
|
| Additions: | | | | | | |
| Depreciation expense | | 548,901 |
| | 586,321 |
| | 630,347 |
|
| Deductions: | | | | | | |
| Dispositions | | (34,086 | ) | | (77,987 | ) | | (49,907 | ) |
| Impairments | | (50,828 | ) | | (69,040 | ) | | (23,196 | ) |
| Reclassified to assets held for sale | | (12,885 | ) | | (5,039 | ) | | (543 | ) |
| Balance, end of year | | $ | 2,217,108 |
| | $ | 1,766,006 |
| | $ | 1,331,751 |
|
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE IV – MORTGAGE LOANS HELD FOR INVESTMENTON REAL ESTATE
December 31, 20172019 (in thousands)
Schedule IV – Mortgage Loans Held For Investmenton Real Estate
During the year ended December 31, 2018, the Company decided to sell its mortgage notes receivable and classified them as held for sale. During the year ended December 31, 2019, the Company sold all outstanding mortgage notes receivable.
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| Beginning Balance | | $ | 10,164 |
| | $ | 20,294 |
| | $ | 22,764 |
|
| Deductions during the year: | | | | | | |
| Early payoff of loan investment | | — |
| | — |
| | (1,502 | ) |
| Sale of loan investments | | (9,946 | ) | | (8,256 | ) | | — |
|
| Principal payments received on loan investments | | (106 | ) | | (897 | ) | | (904 | ) |
| Amortization of unearned discounts and premiums | | (19 | ) | | 15 |
| | (64 | ) |
| Valuation allowance | | (93 | ) | | (992 | ) | | — |
|
| Ending Balance | | $ | — |
|
| $ | 10,164 |
|
| $ | 20,294 |
|
|
| | | | | | | | | | | | | | | | | | | | | | |
| Description | | Location | | Interest Rate | | Final Maturity Date | | Periodic Payment Terms | | Prior Liens | | Face Amount of Mortgages | | Carrying Amount of Mortgages | | Principal Amount of Loans Subject to Delinquent Principal or Interest |
| Long-Term Mortgage Loans |
| Bank Of America, N.A. | | Mt. Airy, MD | | 6.42% | | 12/15/2026 | | P&I | | N/A | | $ | 2,418 |
| | $ | 2,618 |
| | $ | — |
|
| CVS Caremark Corporation | | Evansville, IN | | 6.22% | | 1/15/2033 | | P&I | | N/A | | 2,571 |
| | 2,812 |
| | — |
|
| CVS Caremark Corporation | | Greensboro, GA | | 6.52% | | 1/15/2030 | | P&I | | N/A | | 952 |
| | 1,053 |
| | — |
|
| CVS Caremark Corporation | | Shelby Twp., MI | | 5.98% | | 1/15/2031 | | P&I | | N/A | | 1,928 |
| | 2,067 |
| | — |
|
| Lowes Companies, Inc. | | Framingham, MA | | 5.87% | | 9/15/2031 | | (1) | | N/A | | 5,953 |
| | 2,169 |
| | — |
|
| Walgreen Co. | | Dallas, TX | | 6.46% | | 12/15/2029 | | P&I | | N/A | | 2,390 |
| | 2,636 |
| | — |
|
| Walgreen Co. | | Nacogdoches, TX | | 6.80% | | 9/15/2030 | | P&I | | N/A | | 2,633 |
| | 2,953 |
| | — |
|
| Walgreen Co. | | Rosemead, CA | | 6.26% | | 12/15/2029 | | P&I | | N/A | | 3,651 |
| | 3,986 |
| | — |
|
| Total | | | | | | | | | | | | $ | 22,496 |
| | $ | 20,294 |
| | $ | — |
|
(1) Zero coupon rate with balloon payment due at maturity.
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2017 | | 2016 | | 2015 |
| Beginning Balance | | $ | 22,764 |
| | $ | 24,238 |
| | $ | 26,806 |
|
| Deductions during the year: | | | | | | |
| Early payoff of loan investment | | (1,502 | ) | | — |
| | — |
|
| Principal payments received on loan investments | | (904 | ) | | (1,339 | ) | | (2,417 | ) |
| Amortization of unearned discounts and premiums | | (64 | ) | | (135 | ) | | (151 | ) |
| Ending Balance | | $ | 20,294 |
| | $ | 22,764 |
| | $ | 24,238 |
|
