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www.VEREIT.com
2016 Annual Report
VEREIT-2016AnnualReportCover-2017-v2.indd 1-3
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As a full-service real estate operating company, VEREIT is driven to serve our tenants,
stakeholders and employees through discipline, transparency and consistency.
www.VEREIT.com
Letter from the CEO
Dear Stockholder,
I am pleased to report that 2016 proved to be a successful year as
we substantially achieved the core components of the business plan
outlined in 2015, and in certain areas exceeded expectations.
Business Plan Accomplishments
Pillar One: Through property culling, enhance the real estate
portfolio.
Result: We completed approximately $1.14 billion of
dispositions in 2016, for a total of nearly $2.6 billion since
2015, exceeding the top end of our original guidance
by $400.0 million. As a result, our portfolio has greater
diversification and therefore less risk.
Pillar Two: Re-establish the brand value of Cole Capital.
Result: We increased market share among non-listed REIT
sponsors to 10.8% in 2016, compared to 2.7% in 2015. We
successfully closed CCIT II and opened CCIT III.
Pillar Three: Reduce debt and move the balance sheet
towards investment-grade metrics.
Result: We reduced net debt from $8.0 billion to $6.1 billion
and increased our liquidity with full capacity on our $2.3
billion revolving line of credit. This resulted in investment-
grade ratings on our debt from both S&P and Fitch Ratings.
Pillar Four: Adopt a sustainable dividend policy.
Result: The Board authorized and declared a common stock
dividend of $0.1375 per share for each quarter of 2016.
Operational Achievements
We finished the year with occupancy above 98% and 4.9 million
square feet of leasing activity, of which 3.6 million square feet were
early renewals. Diversification - which is one of our portfolio’s core
attributes - across our three property types was further enhanced
as we implemented our culling process resulting in 62.6% retail,
including restaurants; 15.6% industrial; and 21.8% office, which we
will continue to reduce exposure to in 2017. Our Top 10 tenants
represent 30.2% of the portfolio, which is among the lowest
concentration in the industry.
Balance Sheet Strength
In addition to enhancing the portfolio, we significantly transformed
our capital structure during 2016 and placed ourselves in a
strong position going forward. In addition to the balance sheet
enhancements outlined above, we issued $1.0 billion of unsecured
senior notes and $702.5 million of equity to prepay bonds expiring in
February 2017 and partially paid down our term loan; lengthened our
debt duration and created a well-staggered maturity schedule; and
established a continuous equity offering program with an aggregate
sales price of up to $750.0 million through September 2019. These
accomplishments, along with the overall implementation of our
business plan, resulted in investment grade ratings much sooner
than anticipated and we were able to go on the offensive with fourth
quarter acquisitions.
Management Prowess
These accomplishments would not have been possible without the
leadership of our management team and the collective efforts of all
the employees at VEREIT. Our transactions team was able to seamlessly
transition from acquiring to disposing of balance sheet assets as we
culled the portfolio, and are now focusing again on leverage-neutral
acquisitions to augment the portfolio. Our operations team achieved
year-end occupancy above our goal of 98%, even as e-commerce and
uncertainty in the markets impacted the industry. The finance team
demonstrated our ability to timely access both the debt and equity
markets and provide low-cost capital. We have one of the strongest
Board of Directors in the REIT industry with extensive public company
leadership experience, as well as proficiency in real estate, finance, law,
capital markets, institutional management, credit and other relevant
disciplines. The addition of Richard J. Lieb and Mary Hogan Preusse as
new independent board members demonstrates our commitment to
have a Board of the highest quality.
Outlook
We are continually monitoring the financial health and credit of our
tenants. Our retail focus has been, and will continue to be, on necessity
and off-price retailers which we believe are positioned to weather various
economic trends. Key categories include general discount, pharmacy,
grocery, and home and garden. Within these categories, our exposure is
predominantly with investment-grade-rated tenants and brand-name
segment leaders including Family Dollar, Walmart, TJ Maxx, Walgreens,
CVS, Albertson’s, Kroger, The Home Depot, Lowes, PetSmart and LA
Fitness. During the fourth quarter, we acquired $80.2 million of properties.
Our retail acquisition focus will continue on off-price segments including
traditional and specialty grocers, select sporting goods, beauty
aids, convenience stores, furniture, pet supplies, arts & crafts, home
improvement and fitness. In 2017, we will also seek industrial assets in
strategic locations with appropriate building functionality and tenants.
On a macro level, there are a number of prospective economic
variables, all moving at the same time, and some contradictory to
each other: interest rates, inflation, GDP growth, tax, trade policy and
potential regulatory policy changes, to name a few. This has led to
uncertainty and lack of visibility towards the economic future. This
uncertainty will lead some investors to look for simple, stable real
estate investments - especially those with good yields - like VEREIT.
We will remain focused and believe our business plan provides a solid
balance sheet with a diversified portfolio.
On behalf of all of us at VEREIT, I want to thank you for your trust
as we executed our business plan. We will continue to monitor the
economic environment and make sure we are on the right course, but
our foundation and strategy are both solidly in place. The stability we
have created is now our strength.
Glenn J. Rufrano
Chief Executive Officer | VEREIT, Inc.
Executive Vice President & Chief Financial Officer
Executive Vice President & Chief Operating Officer
Executive Vice President, General Counsel & Secretary
Executive Vice President, Investment Management
Executive Team
Glenn J. Rufrano
Chief Executive Officer
Michael J. Bartolotta
Lauren Goldberg
Board of Directors
Hugh R. Frater
Non-Executive Chairman
Former Chairman and CEO of Berkadia
David B. Henry
Co-Founder and Chairman of Peaceable Street Capital
Mary Hogan Preusse
Managing Director and Co-Head of Americas
Real Estate for APG Asset Management US1
Richard J. Lieb
Managing Director and Chairman of
Real Estate at Greenhill & Co., LLC
Investor Relations
InvestorRelations@VEREIT.com
877.405.2653
Thomas W. Roberts
Executive Vice President & Chief Investment Officer
Paul H. McDowell
William C. Miller
Mark S. Ordan
CEO of Quality Care Properties, Inc.
Eugene A. Pinover
Partner and Chair of Real Estate Practice at DLA Piper
Julie G. Richardson
Former Senior Advisor at Providence Equity Partners
Glenn J. Rufrano
Chief Executive Officer of VEREIT, Inc.
VEREIT, Inc. Headquarters
2325 East Camelback Road, Suite 1100
Phoenix, Arizona 85016
The following table shows a reconciliation of Net Debt to the amounts presented in accordance with GAAP on the balance
sheet for the periods presented:
(dollar amounts in thousands)
Mortgage notes payable and other debt, net
Corporate bonds, net
Convertible debt, net
Credit facility, net
Total debt - as reported
Adjustments:
Deferred financing costs, net
Net premiums
Less: cash and cash equivalents
Net Debt
Mortgage notes payable associated with assets held for sale
December 31, 2016
December 31, 2015
$2,671,106
2,226,224
973,340
496,578
—
6,367,248
55,660
(22,012)
256,452
$3,111,985
2,536,333
962,894
1,448,590
—
8,059,802
62,674
(39,131)
69,103
$6,144,444
$8,014,242
1) Ms. Hogan Preusse announced she will be leaving APG Asset Management US in early May 2017.
VEREIT is not affiliated or associated with, is not endorsed by, does not endorse, and is not sponsored by or a sponsor of the tenants or of their products or
services pictured or mentioned. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of
their respective companies.
VEREIT-2016AnnualReportCover-2017-v2.indd 4-6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file numbers: 001-35263 and 333-197780
VEREIT, Inc.
VEREIT Operating Partnership, L.P.
(Exact name of registrant as specified in its charter)
Maryland (VEREIT, Inc.)
Delaware (VEREIT Operating Partnership, L.P.)
45-2482685
45-1255683
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2325 E. Camelback Road, Suite 1100, Phoenix, AZ
(Address of principal executive offices)
85016
(Zip Code)
(800) 606-3610
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:
Name of each exchange on which registered:
Common Stock, $0.01 par value per share (VEREIT, Inc.)
New York Stock Exchange
6.70% Series F Cumulative Redeemable Preferred Stock, $0.01 par value per share (VEREIT, Inc.)
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Securities Exchange 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. Yes
VEREIT Operating Partnership, L.P. Yes
No
No
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
VEREIT Operating Partnership, L.P. Yes
No
No
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. Yes
VEREIT Operating Partnership, L.P. Yes
No
No
Indicate by check mark whether the registrant 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. Yes
VEREIT Operating Partnership, L.P. Yes
No
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
VEREIT, Inc.
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Accelerated filer
VEREIT Operating Partnership, L.P.
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
VEREIT, Inc. Yes
VEREIT Operating Partnership, L.P. Yes
No
No
The aggregate market value of voting and non-voting common stock held by non-affiliates of VEREIT, Inc. as of June 30, 2016 was approximately $9.2 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 974,109,378 shares of common stock of VEREIT, Inc. outstanding as of February 22, 2017.
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 2017 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, 2016 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,” or the “Company” mean VEREIT, Inc., which we sometimes refer to as the “General Partner”, 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 public 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 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 Exhibit 31 and
Exhibit 32 certifications. As 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.
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) that reflect
our expectations and projections about our future results, performance, prospects and opportunities. We have attempted to identify
these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,”
“intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. These forward-looking
statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these 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. We
do not undertake publicly to update or revise any forward-looking statements, whether as a result of changes in underlying
assumptions or new information, future events or otherwise, except as may be required to satisfy our obligations under federal
securities 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.
• 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 may be affected by risks associated with pending government investigations relating to the findings of the previously-
announced investigation conducted by the audit committee (the “Audit Committee”) of the General Partner’s board of
directors (the “Audit Committee Investigation”) and related litigation.
• 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.
• 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 11 – Debt), and the terms of the Credit Facility (as defined in Note 11 –
Debt).
• 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.
• Compliance with the REIT annual distribution requirements may limit our operating flexibility.
• We may be unable to fully reestablish the financial network which previously supported Cole Capital® and its Cole REITs
(defined below) and/or regain the prior level of transaction and capital raising volume of Cole Capital.
• Our Cole Capital operations are subject to extensive governmental regulation.
• We are subject to conflicts of interest relating to Cole Capital’s investment management business.
• 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 this Annual
Report on Form 10-K.
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 excludes any bad debt allowances and any contingent rent, such as percentage rent. 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.
4
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 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.
5
Item 1. Business.
Overview
PART I
We are a full-service real estate operating company that operates through two business segments, our real estate investment
(“REI”) segment and our investment management segment, Cole Capital, as further discussed in “Note 3 – Segment Reporting”
to our consolidated financial statements. Through our REI segment, we own and actively manage a diversified portfolio of 4,142
retail, restaurant, office and industrial real estate properties with an aggregate of 93.3 million square feet, of which 98.3% was
leased as of December 31, 2016, with a weighted-average remaining lease term of 9.9 years. Through our Cole Capital segment,
we are responsible for raising capital for and managing the affairs of certain non-listed real estate investment trusts (the “Cole
REITs”) on a day-to-day basis, identifying and making acquisitions and investments on behalf of the Cole REITs, and recommending
to the respective board of directors of each of the Cole REITs an approach for providing investors with liquidity. Cole Capital
receives compensation and reimbursement for performing these services.
Substantially all of the REI segment’s operations are conducted through the Operating Partnership. VEREIT, Inc. is the sole
general partner and holder of 97.6% of the common partnership interests in the Operating Partnership (the “OP Units”) as of
December 31, 2016 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). Substantially all of the Cole Capital segment’s operations are
conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the Operating
Partnership. CCA is treated as a taxable REIT subsidiary (“TRS”) under Section 856 of the Internal Revenue Code of 1986, as
amended (the “Internal Revenue Code”). Prior to January 8, 2014, we were externally managed by ARC Properties Advisors, LLC
(the “Former Manager”) on a day-to-day basis, with the exception of certain acquisition, accounting and portfolio management
activities which were performed by our employees. In August 2013, our board of directors (the “Board of Directors” or the “Board”)
determined that it was in our best interests to become self-managed, and we completed our transition to self-management on
January 8, 2014. Through strategic mergers and acquisitions discussed in “Note 6 – Mergers with Real Estate Businesses” to our
consolidated financial statements, the Company has grown significantly since incorporation.
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 incorporated 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”). VEREIT, Inc.’s shares of 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 PRF,” respectively.
2016 Developments
Real Estate Acquisitions
During the year ended December 31, 2016, the Company acquired controlling financial interests in eight commercial properties
for an aggregate purchase price of $100.2 million.
Real Estate Dispositions
During the year ended December 31, 2016, the Company disposed of 301 properties and one property owned by an
unconsolidated joint venture for an aggregate sales price of $1.20 billion, of which the Company’s share was $1.14 billion, resulting
in consolidated proceeds of $1.00 billion after closing costs, $55.0 million of debt assumptions and $57.0 million of debt repayments
by the unconsolidated joint venture.
Balance Sheet and Liquidity
2016 Bond Offering and $300.0 million 2016 Term Loan
On June 2, 2016, the Operating Partnership closed its senior note offering (the “2016 Bond Offering”), consisting of (i) $0.4
billion aggregate principal amount of 4.125% Senior Notes due June 1, 2021 and (ii) $0.6 billion aggregate principal amount of
4.875% Senior Notes due June 1, 2026 and entered into the $300.0 million 2016 Term Loan, as defined in Note 11 – Debt. On
July 5, 2016, the Company redeemed all of the $1.3 billion aggregate principal amount of our outstanding 2.000% Senior Notes
due February 2017, plus accrued and unpaid interest thereon and the required make-whole premium.
Common Stock Offering
On August 10, 2016, VEREIT, Inc. issued 69.0 million shares of common stock in a public offering for net proceeds, after
underwriting discounts and offering costs, of $702.5 million, which were used to repay the entire $300.0 million 2016 Term Loan
and in part to repay amounts under the Credit Facility.
6
Common Stock Continuous Offering Program
On September 19, 2016, the Company registered a continuous equity offering program (the “Program”) pursuant to which
the Company can 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. There
were no shares of common stock issued under the Program during the year ended December 31, 2016.
Debt Repayments
As a result of the reduction in mortgage debt due to property dispositions and other measures taken by management, the
Company decreased total debt by $1.7 billion, from $8.1 billion to $6.4 billion, comprised of unsecured bonds of $0.3 billion,
unsecured Credit Facility of $1.0 billion, and secured debt of $0.4 billion.
Primary Investment Focus
We own and actively manage a diversified portfolio of 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.
Additionally, we employ a shared services model for Cole Capital’s portfolios by providing transactional and operational real
estate functions. The shared services model allows our strong and experienced real estate team to be active in the markets at all
times and manage complimentary portfolios.
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 income 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.
7
Real Estate Investments
As of December 31, 2016, the Company owned 4,142 properties comprising 93.3 million square feet of retail and commercial
space located in 49 states, Puerto Rico and Canada, which includes properties owned through consolidated joint ventures. The
rentable space at these properties was 98.3% leased with a weighted-average remaining lease term of 9.9 years. There
were no tenants exceeding 10% of our consolidated annualized rental income as of December 31, 2016 or 2015. As
of December 31, 2014, leases with Red Lobster® restaurants represented 11.6% of our consolidated annualized rental income. As
of December 31, 2016, 2015 and 2014, properties located in Texas represented 13.5%, 13.1% and 12.7%, respectively, of our
consolidated annualized rental income. As of December 31, 2016, tenants in the casual dining restaurant and manufacturing
industries accounted for 15.6% 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. As of December 31, 2014, tenants in the casual dining restaurant industry accounted
for 18.4% of our consolidated annualized rental income.
Cole Capital®
Cole Capital sponsors and manages direct investment real estate programs, which primarily include five publicly registered,
non-listed REITs, as discussed in “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements.
Cole Capital is responsible for raising capital for and managing the day-to-day affairs of the Cole REITs, identifying and making
acquisitions and investments on behalf of the Cole REITs, and recommending to each of the Cole REIT’s respective board of
directors an approach for providing investors with liquidity. Cole Capital serves as the dealer manager and distributes shares of
common stock for certain Cole REITs and advises them regarding offerings, manages relationships with participating broker-
dealers and financial advisors, and provides assistance in connection with compliance matters relating to the offerings. Cole Capital
receives compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment, management,
financing and disposition of their respective assets, as applicable. Cole Capital also develops new REIT offerings, including
obtaining regulatory approvals from the U.S. Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory
Authority, Inc. (“FINRA”) and various blue sky jurisdictions for such offerings.
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 stock or OP Units and in many cases 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.
We intend to continue to emphasize unsecured corporate-level or OP-level debt in our financing and to seek to reduce the
percentage of our assets which are secured by mortgage loans. For information relating to our Credit Facility, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”
Competition
In our REI segment, 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. Many of our competitors have greater financial and other resources than us and may have other advantages over us. 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.
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In our Cole Capital segment, we also face competition in raising funds for the Cole REITs from other entities with similar
investment objectives such as other non-listed REITs, publicly traded REITs and private funds, including hedge funds.
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, 2016, we had approximately 350 employees.
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 copy 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 the
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.
Item 1A. Risk 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'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 stock and any class or series of its
preferred stock, references to our “stockholders” represent holders of the General Partner’s common stock and any class or series
of its preferred stock and references to our “unitholders” represent holders of the OP units and any class of series of the Operating
Partnership’s preferred units.
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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. 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, to the extent that we enter into a master lease with a particular
tenant, the termination of such master lease could affect each property subject to the master lease, resulting in the loss of revenue
from all such properties.
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 of our properties that become vacant
could be difficult to re-lease or sell. We have 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 required to make rent or other concessions to tenants,
or accommodate requests for renovations, remodeling and other improvements, in order to retain and attract 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. If the vacancies
continue for a long period of time, we may suffer reduced revenues, 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 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, 2016, we had derived approximately:
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$96.7 million, or 8.2%, of our annualized rental income from Red Lobster®, a wholly owned subsidiary of Golden Gate
Capital;
$297.7 million, or 25.3%, of our annualized rental income from properties located in the following three states: Texas
(13.5%), Illinois (6.2%), and Florida (5.6%); and
$642.0 million, or 54.6%, of our annualized rental income from tenants in the following six industries: the casual dining
restaurant industry (15.6%), the manufacturing industry (10.1%), the quick service restaurant industry (8.5%), the discount
retail industry (7.8%), the pharmacy retail industry (7.2%) and the finance industry (5.4%).
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.
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 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,
2016, 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
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analysis. Changes in management’s assumptions based on actual results may have a material impact on the Company’s financial
statements. See “Note 10 – 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, 2016, 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, 2016, 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.
Real estate investments are, in general, relatively illiquid and may become even more illiquid during periods of economic
downturn. As a result, we may not be able to sell our properties quickly or on favorable terms in response to changes in the economy
or other conditions when it otherwise may be prudent to do so. In addition, certain significant 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 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 properties where the underlying tenant has a below investment grade credit rating, as determined by major
credit rating agencies, or has an unrated tenant may have a greater risk of default.
As of December 31, 2016, approximately 58.8% 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. 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. 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 estimates of the tenant’s credit rating which includes 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 outcome could have an adverse impact on our returns on that asset
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. 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 borrowings and/or the sale of assets or the proceeds from offerings
of securities. We have not established any limit on the amount of borrowings and/or the sale of assets or the proceeds from an
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offering of 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 investments, which may affect our profitability.
Funding dividends with the sale of assets or the proceeds of offerings of 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.
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, 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 in a tenant’s bankruptcy proceeding, our 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. In the event of the bankruptcy of a tenant, a transaction
structured as a sale-leaseback might possibly be re-characterized as either a financing or a joint venture, either of which outcomes
could adversely affect our financial condition, cash flows and the amount available for distributions to our stockholders and
unitholders.
If the sale-leaseback were 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. 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 were re-characterized as a
joint venture, our lessee 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 lessee relating to the property.
We have a history of operating losses and cannot assure you that we will achieve profitability.
Since our inception in 2010, we have experienced net losses (calculated in accordance with U.S. GAAP) each fiscal year and,
as of December 31, 2016, had an accumulated deficit of $4.2 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 sustain profitability.
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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 may 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 under our
unsecured credit facility (the “Credit Facility”), proceeds from equity or debt offerings by the General Partner, the Operating
Partnership or their subsidiaries, funds from operations and proceeds from property contributions and 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, including the Cole REITs;
• we may acquire properties that are not accretive to our results 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 without any recourse, or with only limited recourse, for liabilities, whether known or unknown,
such as 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, employment-related issues, 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 (which could include funds sponsored by us) 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 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 events include, but are not limited to:
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adverse changes in international, national or local economic and demographic conditions;
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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;
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;
reductions in the level of demand for commercial space generally, and freestanding net leased properties specifically, and
changes in the relative popularity of our 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;
civil unrest, acts of God, including earthquakes, floods, hurricanes and other natural disasters, including extreme weather
events 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 ADA.
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 comprehensive liability, fire, extended coverage, 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, we 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 insurance 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, we do not carry insurance for certain losses, including, but not limited to, losses caused by riots or war. Certain types
of losses may be either uninsurable or not economically insurable, such as losses due to earthquakes, 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, if 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.
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 have in the past participated, and may in the future participate, in transactions structured to purchase assets jointly with
unaffiliated third parties or the Cole REITs (a “joint venture”). There are additional risks involved in joint venture transactions.
As a co-investor in a joint venture, we may not be in a position to exercise sole decision-making authority relating to the property,
joint venture, or other entity. In addition, there is the potential of the third-party participant in the joint venture becoming bankrupt
and the possibility of diverging or inconsistent economic or business interests of us and that participant. These diverging interests
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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, 2016 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 relating to the findings of the Audit Committee Investigation may require time and attention from
certain members of management, 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 production of certain documents. On December 19, 2014, we received a
subpoena 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 Company and counsel for the Audit Committee. We
and the Audit Committee are cooperating with these regulators in their investigations. The amount of time needed to resolve these
investigations is uncertain, and we cannot predict the outcome of these 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. These matters could require us to expend management time and
could result in civil and criminal actions seeking, among other things, injunctions against us 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.
The Company and certain of our former officers and former and current directors, among others, have been named as defendants
in various lawsuits related to the findings of the Audit Committee Investigation and those lawsuits may require time and attention
from certain members of management, result in significant legal expenses and/or damages, including indemnification
obligations, and may materially impact our business, financial condition, liquidity and results of operations.
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 current and former 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. In addition, any of these lawsuits may require management time and attention, result in significant legal expenses,
indemnification obligations and/or damages, which may not be covered by insurance, and may materially impact the Company’s
business, financial condition, liquidity and results of operations.
Our accounting policies and methods are fundamental to how we record and report our financial position and 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
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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 standards 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 is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements.
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. If there are changes in senior leadership,
such changes could be disruptive and could compromise our ability to execute our strategic plan. 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.
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, 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 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, 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. 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 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.
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 agreement 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 stock or, at the
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option of the General Partner, a corresponding number of shares of the General Partner’s 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. 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:
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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.
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, 2016, our aggregate indebtedness was $6.4 billion. We may incur significant additional debt in the future,
including borrowings under our Credit Facility, for various purposes including, without limitation, the funding of future acquisitions,
if any, capital improvements and leasing commissions in connection with the repositioning of a property and litigation expenses.
At December 31, 2016, we had $2.3 billion of undrawn commitments under our Credit Facility. Our substantial outstanding
indebtedness, and the limitations imposed on us by our debt agreements, could have significant adverse consequences, including
as follows:
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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 refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms
of our original indebtedness;
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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 one or more of our properties, possibly on disadvantageous terms;
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• we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt
obligations;
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certain of the property subsidiaries’ loan documents may include restrictions on such subsidiary’s ability to make dividends
to us;
• 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, 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), 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.
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 affect our ability to meet the REIT dividend requirements imposed by the Internal Revenue Code.
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 meet customary negative covenants and
other financial and operating covenants. The indenture governing our Senior Notes requires us to maintain financial ratios for
total leverage, secured debt, debt service coverage and total unencumbered assets. In addition, the Credit Agreement requires us,
among other things, to maintain a minimum tangible net worth, a maximum leverage ratio, a minimum fixed charge coverage
ratio, a secured leverage ratio, a total unencumbered asset value ratio, a minimum encumbered interest coverage ratio and a
minimum encumbered asset value. These covenants restrict our ability to incur secured or unsecured indebtedness and may also
restrict our ability to engage in certain business activities.
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 to maintain an overall net debt to gross real estate investment ratio of approximately 45% to 55% (provided
that we may exceed this amount for individual properties in select cases where attractive financing is available), 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.
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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:
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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.
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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 credit rating agencies. Our current corporate credit rating is
“BB+” and our issue-level rating for our Senior Notes is “BBB-” with a “positive” outlook from Standard & Poor’s Rating Services.
Our corporate credit and issue-level ratings for our Senior Notes are “Ba1” with a “positive” outlook assigned by Moody’s Investor
Service, Inc. Both agencies have upgraded our ratings in comparison to the prior year, however, there can be no assurance that our
ratings will not fluctuate. Fitch Ratings, Inc. has also assigned to us a first time investment grade rating of “BBB-” with a “stable”
outlook. 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. Our credit
ratings can 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.
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 to 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 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 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 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.
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The trading price of our common stock has been and may continue to be subject to wide fluctuations.
The sales price of our common stock on the NYSE has fluctuated in recent quarters. Our stock price may fluctuate in response
to a number of events and factors, including as a result of future offerings of our securities, as a result of 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 the 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:
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actual or anticipated variations in our operating results, earnings, or liquidity, or those of our competitors;
changes in our dividend policy;
publication of research reports about us, our competitors, our tenants, or the REIT industry;
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;
actual or perceived conflicts of interest;
changes in our key management;
the financial condition, liquidity, results of operations, and prospects of our tenants;
resolution of pending litigation and government investigations;
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 proceeds 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 sales of a large number of shares
of our common stock in the market or the perception that such sales could occur.
Future offerings of debt, which would be senior to our common stock upon liquidation, or preferred equity securities that may
be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price
of our 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. 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, or both. Holders of our common 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. 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 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 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
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F Preferred Stock into shares of our common 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 REI Segment
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.
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.
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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 program is subject to additional risks related to properties under development.
We engage in build-to-suit programs 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. We may also engage in development and
construction activities involving existing properties, including the expansion of existing facilities (typically at the request of a
tenant) or the development or build-out of vacant space at retail properties. 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 income 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 Relating to our Cole Capital Segment
We may be unable to fully restore the distribution network which previously supported Cole Capital and the Cole REITs and/
or regain the prior capital raising level of Cole Capital, which may adversely affect the financial success of Cole Capital and
the Company.
Three of the five Cole REITs currently sponsored and managed by Cole Capital have ongoing public offerings. Following the
announcement made by the Company on October 29, 2014 that certain of its financial statements could no longer be relied upon,
various broker-dealers and clearing firms participating in offerings of the Cole REITs suspended sales activity with Cole Capital,
resulting in a significant decrease in capital raising activity and, consequently, a decline in the overall revenue generated by Cole
Capital.
In addition, non-listed REIT sales have decreased industry wide since December 31, 2015. As discussed below, financial
service firms are subject to and may be adversely affected by extensive regulations and requirements by agencies, which not only
impact our business, but the industry as a whole.
Cole Capital generates revenue from capital raising activity and asset management and advisory activity, the latter of which
is also contingent upon successful capital raising activity as each of the Cole REITs is a blind pool whose portfolio is largely built
through the deployment of proceeds raised in the respective Cole REIT’s public offering. Revenue generated from Cole Capital’s
capital raising activity is received in the form of dealer manager fees, which are earned at the point of sale of the Cole REITs’
common stock and, therefore, a reduction in capital raising activity directly results in a reduction in such dealer manager fees.
Cole Capital receives additional compensation, including one-time acquisition fees and ongoing advisory fees from its asset
management and advisory activity. Acquisition fees are earned, in large part, when Cole Capital deploys capital raised from a
Cole REIT’s public offering into real estate acquisitions on behalf of such Cole REIT. Cole Capital also receives advisory fees
that are calculated based, in whole or in part, upon the value of each Cole REIT’s total invested assets. An increase in assets under
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management, which generally occurs as the Cole REITs raise more capital, typically results in increased advisory fees. Therefore,
a slowdown in capital raising activity could delay or reduce Cole Capital’s receipt of those additional fees. Additional fees may
be earned by Cole Capital following the completion of a Cole REIT’s public offering and deployment of capital therefrom. A
description of Cole Capital’s fees is contained in “Note 18 – Related Party Transactions and Arrangements” to our consolidated
financial statements. While certain of the broker-dealers and the clearing firms have reengaged with Cole Capital following their
suspensions, there can be no assurance that the remaining broker-dealers will reengage with Cole Capital on a timely basis or at
all. If these circumstances continue for a prolonged period of time, capital raising activity at Cole Capital may continue to be
negatively affected, reducing overall fee generation at Cole Capital and, therefore, the overall financial success of Cole Capital
and the Company could be adversely affected. In addition, there is no guarantee as to the Cole Capital segment’s actual results.
The fair value of goodwill and intangible assets allocated to the Cole Capital segment are dependent upon projected results,
including, but not limited to, the timing and aggregate amount of capital raised and deployed on behalf of the Cole REITs, which
is influenced by the Company’s ability to reinstate certain selling agreements that were suspended as a result of the Audit Committee
Investigation. If the Company is unable to reinstate certain selling agreements with broker-dealers and clearing firms on a timely
basis, the fair value of goodwill and intangible assets allocated to the Cole Capital segment may be less than the respective carrying
value, resulting in an impairment that could have a material adverse effect on the Company’s financial results.
During the quarter ended December 31, 2016, we recorded significant impairment charges in respect of goodwill and intangible
assets allocated to the Cole Capital segment. We reassessed the expected collectability of the program development costs, based
on assumptions used to calculate these impairments, and recorded additional reserves in the quarter ended December 31, 2016.
Additional charges and/or reserves may be recorded in subsequent periods if actual proceeds raised from the offerings and
corresponding program development costs incurred differ from management’s assumptions used at December 31, 2016.
Cole Capital is subject to risks that are particular to its role as sponsor and dealer manager for direct investment program
offerings.
Cole Capital, including Cole Capital Corporation, which is Cole Capital’s broker-dealer subsidiary and a wholesale broker-
dealer registered with the SEC and a member firm of FINRA, is subject to various risks and uncertainties that are common in the
securities industry. Such risks and uncertainties include:
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the volatility of financial markets;
extensive governmental regulation;
intense competition; and
litigation.
Cole Capital’s business, which involves sponsoring and distributing interests in direct investment programs, depends on a
number of factors including our ability to enter into agreements with broker-dealers to participate in the Cole REIT offerings, our
success in investing the proceeds of each offering, managing the properties acquired and generating cash flow to make distributions
to investors in our direct investment programs and our success in entering into liquidity events for the direct investment programs.
We are subject to competition from other sponsors and dealer managers of direct investment programs and other investments, and
there can be no assurance that this business will be successful.
Sponsorship of the Cole REITs also involves risks relating to competition from sponsors of other similar programs and risks
relating to the possibility that such programs will not receive capital at the levels and at such times that are anticipated or needed
to meet up-front or ongoing costs or debt obligations.
FINRA rules applicable to Cole Capital and the Cole REITs’ business, including Rule 2310 (Direct Participation Programs)
which, among other things, imposes limits on total compensation to brokers in connection with an offering, and amendments to
Rule 2340 (Customer Account Statements) which were effective in April 2016 and changed the manner in which the value of
shares in a Cole REIT may be reflected on customer account statements, as well as FINRA investigations into the manner in which
shares are sold by some retail brokers, may have a negative impact on the business of Cole Capital. Public authorities may continue
to enact new and more stringent standards, or interpret existing laws and regulations in a more restrictive manner, which may
adversely affect companies in the industry, including us.
In addition, Cole Capital is subject to risks that are particular to its function as a wholesale broker-dealer and sponsor of the
Cole REITs. For example, in its capacity as dealer manager, the broker-dealer provides substantial promotional support to broker-
dealers selling a particular offering, including by providing sales literature, forums, webinars, press releases and other mass forms
of communication. Due to Cole Capital acting as a sponsor of the Cole REITs and the volume of materials that Cole Capital
Corporation may provide throughout the course of an offering, much of Cole Capital’s activities may be scrutinized by regulators.
We and Cole Capital may be exposed to significant liability under federal and state securities laws. Additionally, Cole Capital
Corporation may be subject to fines and suspension from the SEC and FINRA.
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Failure to comply with the SEC’s net capital requirements could subject us to sanctions imposed by the SEC or FINRA.
Cole Capital Corporation, our broker-dealer subsidiary, is required to maintain certain levels of minimum net capital subject
to the SEC’s net capital rule. The net capital rule is designed to measure the general financial integrity and liquidity of a broker-
dealer. Compliance with the net capital rule limits those operations of broker-dealers that require the intensive use of their capital,
such as underwriting commitments and principal trading activities. The rule also limits the ability of securities firms to pay dividends
or make payments on certain indebtedness, such as subordinated debt, as it matures. FINRA may enter the offices of a broker-
dealer at any time, without notice, and calculate the firm’s net capital. If the calculation reveals a deficiency in net capital, FINRA
may immediately restrict or suspend certain or all the activities of a broker-dealer. If Cole Capital Corporation is not able to maintain
adequate net capital, or its net capital falls below requirements established by the SEC, it may be subject to disciplinary action in
the form of fines, censure, suspension, expulsion or the termination of business altogether. In addition, if these net capital rules
are changed or expanded, or if there is an unusually large charge against net capital, operations that require the intensive use of
capital would be limited. A large operating loss or charge against net capital could adversely affect Cole Capital’s ability to expand
or even maintain its present levels of business, which could have a material adverse effect on its business of sponsoring and
distributing interests in direct investment programs.
Broker-dealers and other financial services firms are subject to extensive regulations and increased scrutiny.
The financial services industry is subject to extensive regulation by U.S. federal, state and international government agencies,
as well as various self-regulatory agencies. Turmoil in the financial markets has contributed to significant rule changes, heightened
scrutiny of the conduct of financial services firms and increasing penalties for rule violations. Cole Capital Corporation may be
adversely affected by new laws or rules (including the pending Department of Labor fiduciary standard), changes to the laws, rules
or in the interpretation of existing rules or more rigorous enforcement. Some of these rules, if implemented, could impact Cole
Capital Corporation’s business, including through the potential implementation of a more stringent fiduciary standard for brokers
for sales of commission products, such as the Cole REITs, and enhanced regulatory oversight over incentive compensation.
The Cole Capital segment also may be adversely affected by other evolving regulatory standards, such as those relating to
suitability and supervision. Legal claims or regulatory actions against Cole Capital Corporation or any of the other entities that
comprise Cole Capital also could have adverse financial effects on us or harm our reputation, which could harm our business
prospects.
Cole Capital Corporation, which is registered as a broker-dealer under the Exchange Act and is a member of FINRA, is subject
to regulation, examination and supervision by the SEC, FINRA, other self-regulatory organizations and state securities regulators.
Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales practices, use and
safekeeping of clients’ funds and securities’ capital adequacy, record-keeping and the conduct and qualification of officers,
employees and independent contractors. Failure by Cole Capital Corporation to comply with applicable laws or regulations could
result in censures, penalties or fines, the issuance of cease and desist orders, suspension or expulsion from the securities industry,
or other similar adverse consequences. Additionally, the adverse publicity arising from the imposition of sanctions could harm our
reputation and cause us to lose existing clients or fail to gain new clients.
Financial services firms are also subject to rules and regulations relating to the prevention and detection of money laundering.
The USA PATRIOT Act of 2001 mandates that financial institutions, including broker-dealers and investment advisors, establish
and implement anti-money laundering (“AML”) programs reasonably designed to achieve compliance with the Bank Secrecy Act
of 1970 and the rules thereunder. Financial services firms must maintain AML policies, procedures and controls, designate an
AML compliance officer to oversee the firm’s AML program, implement appropriate employee training and provide for annual
independent testing of the program. Cole Capital Corporation has established AML programs, which we subject to periodic third-
party testing, but there can be no assurance of the effectiveness of these programs. Failure to comply with AML requirements
could subject Cole Capital Corporation to disciplinary sanctions and other penalties. Financial services firms must also comply
with applicable privacy and data protection laws and regulations, including SEC Regulation S-P and applicable provisions of the
1999 Gramm-Leach-Bliley Act, the Fair Credit Reporting Act of 1970 and the 2003 Fair and Accurate Credit Transactions Act.
Any violations of laws and regulations relating to the safeguarding of private information could subject Cole Capital Corporation
to fines and penalties, as well as to civil action by affected parties.
We are subject to conflicts of interest relating to Cole Capital’s investment management business.
Cole Capital currently manages five Cole REITs, all of which have investment objectives and investment strategies 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. In addition, certain of our officers are also officers and/or directors of the Cole REITs and, as such, they will have duties
to us as well as to the Cole REITs. We have implemented certain procedures to help manage any perceived or actual conflicts
among us and the Cole REITs, including adopting an allocation policy to allocate property acquisitions among us and the Cole
REITs based on the following factors:
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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 potential 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 we determine that an investment opportunity may be equally appropriate for more than one entity, 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, multi-tenant or single tenant retail) will be allocated such investment opportunity. In addition, we have a right of first
refusal over three of the Cole REITs with respect to all opportunities to acquire majority single-tenant real estate and real estate-
related assets or portfolios with a purchase price greater than $100.0 million. 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.
Further, under the advisory agreements with the Cole REITs, Cole Capital receives fees for various services, including, but
not limited to, the day-to-day management of the Cole REITs and transaction-related services. The terms of these advisory
agreements were not the result of arm’s length negotiations between independent parties and as a result, the terms of these agreements
may not be as favorable to us as they would have been if we had negotiated these agreements with unaffiliated third parties.
Because the revenue streams from the advisory agreements Cole Capital has with the Cole REITs are subject to limitation or
cancellation, any such termination could have an adverse effect on our business, results of operations and financial condition.
The advisory agreements under which Cole Capital provides services to the Cole REITs are subject to renewal on an annual
basis and may generally be terminated by each Cole REIT upon 60 days’ notice to us, with or without cause. The advisory agreements
with four of the five Cole REITs are scheduled to expire on November 30, 2017 unless otherwise renewed. The advisory agreement
with the remaining Cole REIT is scheduled to expire on September 22, 2017 unless otherwise renewed. There can be no assurance
that these agreements will not expire or be otherwise terminated and any such termination could have an adverse effect on our
business, financial condition and results of operations.
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. 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 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, 2016, we owned approximately 97.6% 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.
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Our charter and bylaws and Maryland law 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 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.
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:
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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 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 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 and operations, will be determined by the Board of Directors. 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.
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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 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 qualifying 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.
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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. 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. 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, including gross income from operations pursuant to advisory agreements with the Cole REITs.
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 TRSs 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, 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 a REIT we must meet annual distribution requirements, which may force us to forgo otherwise attractive
opportunities or borrow funds during unfavorable market conditions. This could delay or hinder our ability to meet our
investment objectives and reduce your overall return.
In order to qualify as a REIT, 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. 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. 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
taxable 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. This 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 it 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.
28
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
Currently, the maximum U.S. federal income tax rate applicable to qualified dividend income payable to U.S. stockholders
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 does not adversely affect the taxation of REITs or dividends payable
by REITs, 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 in the stocks of non-REIT
corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. Tax
rates could be changed in future legislation.
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, 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.” 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, 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 25% (20% for taxable years beginning
after December 31, 2017) 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.
29
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 or Cole 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, 2012 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.
In addition, according to publicly released statements, a top legislative priority of the Trump administration and the current
Congress may be significant reform of the Internal Revenue Code, including significant changes to taxation of business entities
and the deductibility of interest expense. There is a substantial lack of clarity around the likelihood, timing and details of any such
tax reform and the impact of any potential tax reform on our business and on the price of our common stock.
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 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 stock will not constitute a USRPI so long as we are a “domestically-
controlled qualified investment entity.” A domestically-controlled qualified investment entity 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. We
believe that we are a domestically-controlled qualified investment entity. However, because our common stock is and will be
publicly traded, no assurance can be given that we are or will be a domestically-controlled qualified investment entity.
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, 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 stock is “regularly traded,” as defined by applicable Treasury regulations, on an established
30
securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 10% or less of our common stock at any
time during the five-year period ending on the date of the sale. 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. 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 stock or otherwise be in the best interest of our stockholders.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principal corporate offices are located at 2325 E. Camelback Road, Suite 1100, Phoenix, Arizona 85016. We have additional
office space 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.
As of December 31, 2016, the Company owned 4,142 properties comprising 93.3 million square feet of retail and commercial
space located in 49 states, Puerto Rico and Canada, which includes properties owned through consolidated joint ventures. The
rentable space at these properties was 98.3% leased with a weighted-average remaining lease term of 9.9 years. 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 15 – 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.
31
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 stock and Series F Preferred Stock to the
NYSE from NASDAQ Global Select Market (“NASDAQ”). The General Partner’s common stock and Series F Preferred Stock
trade under the trading symbols, “VER” and “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,
based on the market price of the common 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, 2011 and ending December 31, 2016. The graph assumes an investment of $100 on
December 31, 2011.
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 NASDAQ or 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:
High
Low
Dividends or distributions
declared on common stock or
OP Units (2)
$
$
$
First
Quarter
2015 (1)
Second
Quarter
2015 (1)
Third
Quarter
2015
Fourth
Quarter
2015
First
Quarter
2016
Second
Quarter
2016
Third
Quarter
2016
Fourth
Quarter
2016
10.38
8.82
$
$
10.15
8.10
$
$
9.08
7.50
$
$
8.66
7.55
$
$
8.92
6.68
$
$
10.14
8.67
$
$
11.09
9.76
$
$
10.35
7.99
— $
— $
0.1375
$
0.1375
$
0.1375
$
0.1375
$
0.1375
$
0.1375
_______________________________________________
(1) We agreed to suspend the payment of dividends on the General Partner’s common stock until the Company complied with certain periodic financial reporting
and related requirements in connection with the amendments to the Credit Facility. On March 30, 2015, the Company satisfied these periodic financial
reporting and related requirements. On August 5, 2015, the Board of Directors authorized the reinstatement of a dividend on our common stock.
(2) 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 15, 2017 when the dividend on the General Partner’s common stock
was paid, as further discussed in “Note 16 - Equity” in our consolidated financial statements.
33
On February 22, 2017, the Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common
stock (equaling an annualized dividend rate of $0.55 per share) for the first quarter of 2017 to stockholders of record as of March
31, 2017, which will be paid on April 17, 2017. An equivalent distribution by the Operating Partnership is applicable per OP Unit.
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.
As of February 22, 2017, the General Partner had approximately 4,200 registered stockholders of record of its 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 22, 2017, there were 29 record holders of the OP Units.
Recent Sales of Unregistered Securities
During the year ended December 31, 2016, the Company redeemed 15,450 Limited Partner OP Units for shares of the General
Partner's common stock. These shares of common stock were issued in reliance on an exemption from registration under Section
4(a)(2) of the Securities Act. We relied on the exemption under Section 4(a)(2) based upon factual representations received from
the limited partner who received the shares of 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, 2016:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
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)
92,059,754
—
—
92,059,754
_______________________________________________
(1) The total number of shares of common stock reserved for the issuance of equity incentive awards under our Equity Plan is equal to 10.0% of the total number
of issued and outstanding shares of our common stock (on a fully diluted basis assuming the redemption of all OP Units for shares of 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, outstanding OP Units, and dilutive securities. See “Note 17 – Equity-based Compensation” to our consolidated financial statements
for a discussion of the Company’s equity plans.
Repurchases of Equity Securities
We are authorized to repurchase shares of the General Partner’s common stock to satisfy employee withholding tax obligations
related to stock-based compensation. During the year ended December 31, 2016, the General Partner and the Operating Partnership
repurchased the following shares of common stock and corresponding OP Units that were issued to the General Partner, respectively,
in order to satisfy the minimum tax withholding obligation for state and federal payroll taxes on employee stock awards:
Period
January 1, 2016 - January 31, 2016
February 1, 2016 - February 29, 2016
March 1, 2016 - March 31, 2016
April 1, 2016 - April 30, 2016
May 1, 2016 - May 31, 2016
June 1, 2016 - June 30, 2016
July 1, 2016 - July 31, 2016
August 1, 2016 - August 31, 2016
September 1, 2016 - September 30, 2016
October 1, 2016 - October 31, 2016
November 1, 2016 - November 30, 2016
December 1, 2016 - December 31, 2016
Total
Total Number of Shares/
Units Purchased
Average Price Paid Per
Share/Unit (1)
40,714
42,316
42,126
1,391
2,434
—
18,991
—
552
25,996
2,081
25,141
201,742
$
$
7.52
7.30
8.55
8.95
9.89
—
10.17
—
10.45
9.65
8.86
8.53
8.40
_______________________________________________
(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.
34
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 “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of 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” 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:
2016
2015
December 31,
2014 (1)
2013
2012
Balance sheet data:
Total real estate investments, at cost
Total assets
Total debt, net
Total liabilities
Temporary equity
Total equity
Operating data:
Total revenues
Total operating expenses
Operating income (loss)
Total other expenses, net
Gain (loss) on disposition of real estate and held for sale
assets, net
Benefit from (provision for) income taxes
Loss from continuing operations
Net loss from discontinued operations
Net loss
Net loss attributable to non-controlling interests(2)
Net loss attributable to General Partner
Cash flow data:
$ 15,584,442
$ 15,587,574
$ 6,367,248
$ 6,968,041
$
$ 8,619,533
$ 16,784,721
$ 17,405,866
$ 8,059,802
$ 8,691,907
$ 18,292,560
$ 20,427,136
$ 10,425,778
$ 11,044,806
— $
— $
— $
$ 8,713,959
$ 9,382,330
$ 7,459,142
$ 7,747,494
$ 4,136,619
$ 5,248,967
269,299
$ 2,229,228
$ 1,875,615
$ 2,168,429
375,956
$
499,669
$
$
—
$ 1,668,760
2016
Year Ended December 31,
2014 (1)
2013 (1)
2015
2012
$ 1,454,823
1,401,352
53,471
$ 1,556,017
1,488,692
67,325
$ 1,579,257
1,949,835
(370,578)
$
(303,520)
(354,809)
(396,567)
$
329,323
663,067
(333,744)
(171,876)
67,207
97,822
(30,615)
(10,877)
45,524
3,701
(72,311)
(277,031)
36,303
33,264
—
(2,195)
—
—
(200,824)
(323,492)
(1,010,912)
(507,815)
(41,492)
—
—
—
—
(745)
(200,824)
(323,492)
(1,010,912)
(507,815)
(42,237)
4,961
7,139
33,727
16,316
585
$
(195,863) $
(316,353) $
(977,185) $
(491,499) $
(41,652)
Net cash flows provided by operating activities
Net cash flows provided by (used in) investing activities
$
$
800,528
890,193
$
$
867,013
$
502,887
$
11,918
$
9,440
932,595
$ (2,554,456) $ (4,541,718) $ (1,701,422)
Net cash flows (used in) provided by financing activities
$ (1,503,372) $ (2,147,216) $ 2,415,555
$ 4,289,950
$ 1,965,226
Per share data:
Basic and diluted net loss per share from continuing
operations attributable to common stockholders
Basic and diluted net loss per share attributable to common
stockholders
Weighted-average number of shares of common stock
outstanding - basic (3)
$
$
(0.29) $
(0.43) $
(1.36) $
(2.41) $
(0.40)
(0.29) $
(0.43) $
(1.36) $
(2.41) $
(0.41)
931,422,844
903,360,763
793,150,098
205,341,431
103,306,366
Cash dividends declared per common share
$
0.55
$
0.28
$
1.08
$
0.91
$
0.89
_______________________________________________
(1) See “Note 6 – Mergers with Real Estate Businesses” to our consolidated financial statements for discussion of the impact of significant mergers on the
Company’s operations during these periods.
(2) Represents loss attributable to limited partners and consolidated joint venture partners.
(3) For all periods presented, the effect of certain 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.
35
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with 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
We are a full-service real estate operating company that operates through two business segments, our real estate investment
segment, REI, and our investment management segment, Cole Capital, as further discussed in “Note 3 – Segment Reporting” to
our consolidated financial statements. Through our REI segment, we own and actively manage a diversified portfolio of 4,142
retail, restaurant, office and industrial real estate properties with an aggregate of 93.3 million square feet, of which 98.3% was
leased as of December 31, 2016, with a weighted-average remaining lease term of 9.9 years. Through our Cole Capital segment,
we are responsible for raising capital for and managing the affairs of the Cole REITs on a day-to-day basis, identifying and making
acquisitions and investments on behalf of the Cole REITs, and recommending to the respective board of directors of each of the
Cole REITs an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for
performing these services. As of December 31, 2016, the Cole REITs and other real estate programs’ assets under management
were $7.3 billion.
Mergers and Major Acquisitions
See “Note 6 – Mergers with Real Estate Businesses” to our consolidated financial statements for a discussion of the mergers
consummated during the year ended December 31, 2014 with American Realty Capital Trust IV, Inc. and Cole Real Estate
Investments, Inc.
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 addition, there is uncertainty surrounding the policy stance of the new U.S. administration and its global
ramifications. In the United States, the overall economic environment continued to improve in 2016. During 2016, the U.S. real
gross domestic product increased 1.6% to $16.66 trillion, the unemployment rate decreased 0.3 percentage points to 4.7%, and
Core CPI, a measure of inflation which removes food & energy prices and is seasonally adjusted, increased 2.2%, 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” to our consolidated financial statements.
36
Goodwill Impairment
We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate
the carrying value, by reporting unit, may not be recoverable. The risks and uncertainties involved in applying the principles related
to goodwill impairment include, but are not limited to, the following:
• We estimate the fair value of the reporting units, which we have determined is the same as our reportable segments, using
discounted cash flows and relevant competitor multiples.
• We monitor factors that may impact 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 10 – Fair Value Measures for discussion regarding our sensitivity analysis performed around these assumptions.
Intangible Asset Impairment
The Company evaluates intangible assets for impairment when an event occurs or circumstances change that indicate the
carrying value may not be recoverable. The risks and uncertainties involved in applying the principles related to intangible
impairment include, but are not limited to, the following:
• We estimate fair value using a discounted cash flow model specific to the applicable Cole REITs.
• We monitor factors that could impact fair value including the ability to timely reinstate certain selling agreements, timing
of and aggregate capital raised and deployed on behalf of the Cole REITs, the actual timing of closing an offering or
executing a liquidity event on behalf of a Cole REIT and operations of future managed real estate programs.
• We utilized the income approach in evaluation for impairment, which requires management to make key assumptions
related to future cash flows and a discount rate.
See Note 10 – Fair Value Measures for discussion regarding our sensitivity analysis performed around these assumptions.
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 affects 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.
• Changes in assumptions based on actual results may have a material impact on the Company’s 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.
Program Development Costs
We assess the collectability of the program development costs, considering the offering period and historical and forecasted
sales of shares under the Cole REITs’ respective offerings and reserve for any balances considered not collectible. Additional
reserves are generally recorded if actual proceeds raised from the offerings and corresponding program development costs incurred
differ from management’s assumptions. The risks and uncertainties involved in applying the principles related to program
development costs include, but are not limited to, the following:
37
• Estimating recoverability for each program which involves an analysis of expected reimbursement revenue and projected
organization and offering costs.
• Utilizing assumptions to calculate impairment charges related to goodwill and impairment, as discussed above.
• Assessing the impact of the change in calculations of recoverability percentages.
Consolidation of Equity Investments
We hold equity investments in unconsolidated joint ventures and each of the Cole REITs and account for these investments
using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and
financial policies of these investments. We must continually evaluate these and other non-controlling interests for consolidation
based on standards set forth in U.S. GAAP. For legal entities being evaluated, we must first determine whether the interests that
we hold and fees we receive qualify as variable interests in the entity, as discussed in “Note 2 – Summary of Significant Accounting
Policies” to our consolidated financial statements. 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 risks and uncertainties involved in
applying the principles related to equity investments include, but are not limited to, the following:
• Consideration for variable interest entities involves determining their ability to finance their operations without additional
subordinated financial support, whether the equity holders lack the characteristic of controlling financial interest, or
whether the entity is established with non-substantive voting rights.
• We perform significance calculations based on investments, total assets and income, on an individual basis or on an
aggregated basis, by any combination of unconsolidated subsidiaries and equity-method investees.
Allocation of Purchase Price of Business Combinations, including Acquired Properties
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;
•
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; and
• 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.
38
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
2016 Activity
• Acquired controlling financial interests in eight commercial properties for an aggregate purchase price of $100.2 million.
• Disposed of 301 properties and one property owned by an unconsolidated joint venture for an aggregate sales price of
$1.20 billion, of which our share was $1.14 billion, resulting in consolidated proceeds of $1.00 billion after closing costs,
$55.0 million of debt assumptions and $57.0 million of debt repayments by the unconsolidated joint venture.
• Closed on a public offering to sell 69.0 million shares of common stock, as defined in Note 1 – Organization, for net
proceeds, after underwriting discounts and offering costs, of $702.5 million.
• Closed the 2016 Bond Offering of $1.0 billion and entered into a $300.0 million 2016 Term Loan, as defined in Note 11
– Debt, to the consolidated financial statements, which was subsequently repaid.
• Registered a continuous offering program allowing for the issuance of up to $750.0 million in shares of common stock
over three years.
• Total debt decreased by $1.7 billion, from $8.1 billion to $6.4 billion, comprised of unsecured bonds of $0.3 billion,
unsecured Credit Facility of $1.0 billion, and secured debt of $0.4 billion.
• Declared a quarterly dividend of $0.1375 per share of common stock for each quarter of 2016, representing an annualized
dividend rate of $0.55 per share.
39
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 property type diversification and our top ten concentrations as of December 31, 2016, based on annualized rental
income of $1.2 billion for the year ended December 31, 2016.
40
Our financial performance is influenced by the timing of acquisitions and dispositions and the operating performance of our
real estate properties. The following table shows the property statistics of our real estate assets, excluding properties owned through
our unconsolidated joint ventures as of December 31, 2016, 2015 and 2014:
2016
2015
2014
Portfolio Metrics
Properties owned
Rentable square feet (in millions)
Economic occupancy rate (1)
Investment-grade tenants (2)
____________________________________
(1) Economic occupancy rate equals the sum of square feet leased (including month-to-month) divided by total square feet.
(2)
4,142
93.3
98.3%
41.2%
4,435
99.6
98.6%
42.5%
4,648
103.1
99.3%
46.9%
Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Rating Services or a credit rating of Baa3 or higher by
Moody’s Investor Service, Inc. The ratings may reflect those assigned by Standard & Poor’s Rating Services 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 real estate assets, excluding properties owned through our
unconsolidated joint ventures, as of and for the years ended December 31, 2016, 2015 and 2014:
Economic Metrics
Weighted-average lease term (in years) (1)
Lease rollover (1)(2):
Annual average
Maximum for a single year
____________________________________
(1) Based on annualized rental income of our real estate portfolio as of the respective reporting date.
(2) Through the end of the next five years measured as of the end of each reporting period.
2016
9.9
4.3%
7.4%
2015
10.6
3.8%
4.5%
2014
11.8
3.2%
4.3%
41
Operating Performance
In addition, management uses the following financial metrics of our business segments to assess our operating performance
(dollar amounts in thousands, except per share amounts).
Financial Metrics
Real Estate Investment Segment
Revenues
Operating income (loss)
Net loss
Funds from operations attributable to common stockholders and limited
partners (“FFO”) (1)
Adjusted funds from operations attributable to common stockholders and
limited partners (“AFFO”) (1)
AFFO per diluted share (1)
Financial Metrics (continued)
Cole Capital Segment
Revenues
Operating loss
Net loss
FFO (1)
AFFO (1)
AFFO per diluted share (1)
Year Ended December 31,
2016
2015
2014
$ 1,375,699
$ 1,441,135
$ 1,335,447
(30,706)
$
297,080
$
195,479
$
(714,238)
(136,095) $
(69,373) $
$
$
$
$
$
$
$
$
$
$
744,867
725,302
0.76
$
$
$
772,563
769,201
0.83
$
$
$
445,810
685,472
0.82
119,376
$
(142,008) $
(131,451) $
(131,451) $
$
16,155
$
0.02
114,882
$
(229,755) $
(187,397) $
(187,397) $
$
12,857
$
0.01
203,558
(339,872)
(296,674)
(296,674)
65,242
0.08
Consolidated
Revenues
Operating income (loss)
Net loss
FFO (1)
AFFO (1)
AFFO per diluted share (1)
____________________________________
(1) See the “Non-GAAP Measures” section below for descriptions of our non-GAAP measures and reconciliations to the most comparable U.S. GAAP measure.
$ 1,556,017
$ 1,454,823
67,325
$
53,471
$
(200,824) $
$
$
613,416
$
$
741,457
$
$
0.78
$
$ 1,579,257
(370,578)
$
(323,492) $ (1,010,912)
149,136
$
585,166
750,714
$
782,058
0.90
$
0.84
The following table presents the total assets of the Company, by segment (in thousands):
REI segment
Cole Capital segment
Total
Total Assets
December 31, 2016
15,337,623
$
249,951
15,587,574
$
December 31, 2015
16,966,729
$
439,137
17,405,866
$
42
Property Financing
Our mortgage notes payable consisted of the following as of December 31, 2016, 2015 and 2014 (dollar amounts in thousands):
December 31, 2016
December 31, 2015
December 31, 2014
_______________________________________________
Encumbered
Properties
Outstanding
Loan Amount
Weighted Average
Effective Interest
Rate (1)(2)
Weighted
Average
Maturity (3)
619
654
776
$
$
$
2,629,949
3,039,882
3,689,795
4.95%
5.08%
4.88%
4.6
5.1
6.2
(1) Mortgage notes payable have fixed rates or are fixed by way of interest rate swap arrangements. Effective interest rates ranged from 2.00% to 7.75% at
December 31, 2016, 3.10% to 10.68% at December 31, 2015 and 2.75% to 7.20% at December 31, 2014.
(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 would increase as specified in the respective loan agreement until the extended maturity date.
(3) Weighted average remaining years to maturity as of December 31, 2016, 2015, and 2014, respectively. Weighted average years remaining to maturity is
computed using the anticipated repayment date as specified in each loan agreement, where applicable.
In addition, we have financing which is not secured by interests in real property, which is described under “Liquidity and
Capital Resources.”
Future Lease Expirations
The following is a summary of lease expirations for the next 10 years and beyond at the properties we owned as of December 31,
2016 (dollar amounts and square feet in thousands):
Year of Expiration
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Thereafter
Total
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
126
213
184
231
194
276
212
177
266
247
1,315
3,441
1,973
3,368
3,242
4,203
11,046
9,638
5,935
9,158
4,233
7,832
31,052
91,680
2.1% $
3.6%
3.5%
4.6%
11.8%
10.4%
6.3%
9.9%
4.5%
8.4%
33.2%
98.3% $
27,663
37,029
55,142
46,299
87,378
84,589
72,330
106,982
61,111
82,723
512,537
1,173,783
2.4%
3.1%
4.7%
3.9%
7.4%
7.3%
6.2%
9.1%
5.2%
7.1%
43.6%
100.0%
_______________________________________________
(1) The Company has certain leases comprised of multiple properties.
43
Results of Operations
Revenues
The table below sets forth, for the periods presented, certain revenue information and the dollar amount change year over year
(in thousands):
Year Ended December 31,
2016
2015
2014
2016 vs 2015
Increase/(Decrease)
2015 vs 2014
Increase/(Decrease)
$ 1,227,937
$ 1,339,787
$ 1,271,574
$
(111,850) $
Revenues:
Rental income
Direct financing lease income
Operating expense reimbursements
Cole Capital revenue:
Offering-related fees and reimbursements
Transaction service fees and reimbursements
Management fees and reimbursements
2,055
105,455
36,533
12,959
69,884
2,720
98,628
24,410
30,109
60,363
3,603
100,522
87,109
64,956
51,493
(665)
6,827
12,123
(17,150)
9,521
4,494
68,213
(883)
(1,894)
(62,699)
(34,847)
8,870
(88,676)
(23,240)
Total Cole Capital revenue
119,376
114,882
203,558
Total revenues
Rental Income
$ 1,454,823
$ 1,556,017
$ 1,579,257
$
(101,194) $
2016 vs 2015 – Rental revenue decreased $111.9 million during the year ended December 31, 2016, of which $105.6 million
was due to the disposition of 529 consolidated properties subsequent to January 1, 2015. The decrease was also due to an increase
in tenant vacancies, particularly Ovation Brands, Inc., which filed for chapter 11 bankruptcy on March 7, 2016 (the “Ovation
Bankruptcy”).
2015 vs 2014 – The increase in rental income during the year ended December 31, 2015 was primarily due to the acquisition
of 1,107 properties in 2014, including the consummation of the Cole Merger in the first quarter of 2014 and the acquisition of over
500 Red Lobster® restaurants in the third quarter of 2014, offset by the disposition of 338 properties subsequent to January 1, 2014.
Cole Capital Revenue
Cole Capital’s results of operations are primarily impacted by capital raised on behalf of the Cole REITs in offerings as well
as the timing and extent of real estate asset acquisitions, dispositions, assets under management and reimbursements, which are
driven by the Cole REITs’ capital raised, cash flows provided by operations and available proceeds from debt financing.
Offering-Related Fees and Reimbursements
Offering-related fees and reimbursements include selling commissions, dealer manager fees and/or distribution and stockholder
servicing fees earned from selling securities in the Cole REITs. The Company reallows 100% of selling commissions and may
reallow all or a portion of our dealer manager and distribution and stockholder servicing fees to participating broker-dealers as a
marketing and due diligence expense reimbursement, based on factors such as the volume of shares sold by such participating
broker-dealers and the amount of marketing support provided by such participating broker-dealers. The following table represents
offering-related fees and reimbursements as well as amounts reallowed for the periods presented and the dollar amount change
year over year (in thousands).
Year Ended December 31,
2016
2015
2014
2016 vs 2015
Increase/(Decrease)
2015 vs 2014
Increase/(Decrease)
Offering-related fees
$
28,250
$
19,232
$
74,556
$
9,018
$
Offering-related reimbursements
Less: reallowed fees and commissions
8,283
23,174
5,178
16,195
12,553
66,228
3,105
6,979
(55,324)
(7,375)
(50,033)
Offering-related fees and reimbursements, net of
reallowed
$
13,359
$
8,215
$
20,881
$
5,144
$
(12,666)
2016 vs 2015 – The increase in offering-related fees and reimbursements, net of reallowed fees and commissions of $5.1
million during the year ended December 31, 2016 was a direct result of a $216.2 million increase in capital raise to $487.2 million
during the year ended December 31, 2016 from $271.0 million during the year ended December 31, 2015. The increase in capital
raise was due to new broker-dealer relationships, as well as certain broker-dealers lifting the suspension of their selling agreements.
44
2015 vs 2014 – The net decrease in offering-related fees and reimbursements of $12.7 million for the year ended December 31,
2015 was a direct result of the decrease in capital raise related to the suspension of certain selling agreements, as discussed above.
Additionally, the decrease was partly due to the closing of the offering of Cole Credit Property Trust IV, Inc. in the first quarter of
2014.
Transaction Service Fees and Reimbursements
2016 vs 2015 – Transaction service fees and reimbursement revenue consist primarily of acquisition and disposition fees
earned from acquiring and selling properties on behalf of the Cole REITs and other real estate programs. The decrease of $17.2
million during the year ended December 31, 2016, was due to a decrease in property acquisitions from $992.2 million, during the
year ended December 31, 2015, to $660.2 million for the year ended December 31, 2016. In addition, disposition fee revenue
decreased as the Company received $4.4 million of such fees relating to the Cole Corporate Income Trust, Inc. disposition in 2015.
2015 vs 2014 – Transaction service fees were $27.9 million for the year ended December 31, 2015 as compared to $60.7
million during the same period in 2014. Transaction-related reimbursement revenues were $2.2 million for the year ended December
31, 2015, as compared to $4.3 million during the same period in 2014. The net decrease of $34.9 million for the year ended
December 31, 2015 was primarily due to decreases in acquisition fee revenue as there were less funds raised by the Managed
REITs’ offerings that could be deployed into real estate acquisitions on their behalf.
Management Fees and Reimbursements
2016 vs 2015 – The increase of $9.5 million for the year ended December 31, 2016 was primarily due to an increase in the
average assets under management, excluding assets owned by CCIT, as CCIT merged with Select Income REIT on January 29,
2015, from $6.3 billion for the year ended December 31, 2015 to $7.0 billion for the year ended December 31, 2016 and an increase
in reimbursement revenue of $3.7 million for the year ended December 31, 2016.
2015 vs 2014 – Management fees were $46.5 million for the year ended December 31, 2015 as compared to $42.7 million
during the same period in 2014. Management reimbursement revenues were $13.8 million for the year ended December 31, 2015,
as compared to $8.8 million during the same period in 2014. The overall net increase in fees and reimbursements of $8.8 million
for the year ended December 31, 2015 primarily related to an increase in reimbursement revenue as the Company was no longer
waiving certain expenses due from the Managed REITs in 2015, as well as an increase in advisory fees due to an increase in assets
under management.
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,
2016
2015
2014
2016 vs 2015
Increase/(Decrease)
2015 vs 2014
Increase/(Decrease)
Operating expenses:
Cole Capital reallowed fees and commissions
$
23,174
$
16,195
$
66,228
$
Acquisition related expenses
Litigation, merger and other non-routine costs, net
of insurance recoveries
Property operating expenses
Management fees to affiliates
General and administrative expenses
Depreciation and amortization expenses
Impairments
1,321
6,243
38,940
3,884
144,428
—
136,608
788,186
303,751
33,628
130,855
—
149,066
847,611
305,094
199,616
137,741
13,888
167,428
916,003
409,991
6,979
$
(4,922)
(29,744)
13,573
—
(12,458)
(59,425)
(1,343)
Total operating expenses
$ 1,401,352
$ 1,488,692
$ 1,949,835
$
(87,340) $
(50,033)
(32,697)
(165,988)
(6,886)
(13,888)
(18,362)
(68,392)
(104,897)
(461,143)
Acquisition Related Expenses
2016 vs 2015 – Acquisition related expenses primarily consist of legal, deed transfer and other costs related to real estate
purchase transactions, including costs incurred for deals that were not consummated. The Company acquired an interest in eight
commercial properties for a purchase price of $100.2 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.
45
2015 vs 2014 – The Company acquired interests in 16 commercial properties, including nine land parcels for build-to-suit
development, for an aggregate purchase price of $36.3 million during the year ended December 31, 2015 as compared with the
acquisition of 1,107 properties including 31 land parcels, for an aggregate purchase price of $3.8 billion during the year ended
December 31, 2014. The decrease in acquisition related expenses during the year ended December 31, 2015 was primarily due to
a significant decrease in acquisition activity as compared to the same period in 2014.
Litigation, Merger and Other Non-Routine Costs, Net of Insurance Recoveries
2016 vs 2015 – The decrease of $29.7 million during the year ended December 31, 2016 was primarily due to a $20.0 million
decrease in legal fees incurred for litigation arising from the results of the the Audit Committee Investigation and related litigation
and investigations. Additionally, the Company recognized insurance recoveries of $21.2 million during the year ended December
31, 2016 as compared to $11.4 million in 2015.
2015 vs 2014 – The decrease of $166.0 million during the year ended December 31, 2015 was primarily related to costs
incurred relating to the Cole Merger and the ARCT IV Merger, including a $78.2 million subordinated distribution fee to an affiliate
of the Former Manager upon the consummation of the ARCT IV Merger that was settled with 6.7 million OP Units to the affiliate
of the Former Manager during the year ended December 31, 2014. No such fees were incurred for any mergers during the year
ended December 31, 2015. However, the Company incurred $44.2 million of expenses in connection with the Audit Committee
Investigation and related litigation and investigations during the year ended December 31, 2015. These expenses were offset by
$11.4 million of insurance proceeds, $10.5 of which related to expenses for litigation arising from the results of the Audit Committee
Investigation.
Property Operating Expenses and Operating Expense Reimbursement
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,
2016
2015
2014
2016 vs 2015
Increase/(Decrease)
2015 vs 2014
Increase/(Decrease)
Property operating expenses
$
144,428
$
130,855
$
137,741
$
13,573
$
Less: Operating expense reimbursements
105,455
98,628
100,522
6,827
Property operating expenses, net of operating
expense reimbursements
$
38,973
$
32,227
$
37,219
$
6,746
$
(6,886)
(1,894)
(4,992)
2016 vs 2015 – 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 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 the Ovation Bankruptcy.
2015 vs 2014 – The net decrease of $5.0 million during the year ended December 31, 2015 was driven primarily by the disposal
of our portfolio of anchored shopping centers, which generally have higher non-reimbursable operating expenses, during the fourth
quarter of 2014, as well as the disposition of 228 properties in 2015.
Management Fees to Affiliates
2016 vs 2015 – There were no management fees to affiliates incurred during the years ended December 31, 2016 or 2015 as
discussed in “Note 18 – Related Party Transactions and Arrangements” to our consolidated financial statements.
2015 vs 2014 – There were no management fees to affiliates incurred during the year ended December 31, 2015 as discussed
in “Note 18 – Related Party Transactions and Arrangements” to our consolidated financial statements, as we completed our transition
to self-management on January 8, 2014. During the year ended December 31, 2014, we incurred fees of $13.9 million related to
asset management services.
46
General and Administrative Expenses
2016 vs 2015 – The decrease of $12.5 million during the year ended December 31, 2016 was primarily due to a decrease of
$8.7 million in consulting and other professional fees in 2016, as well as a decrease in equity-based compensation of $3.8 million
primarily due to certain awards which were fully expensed during 2015. Additionally, during the year ended December 31, 2016,
accounting fees decreased $1.8 million, primarily due to the work performed during the first quarter of 2015 in connection with
the restatements, and legal fees decreased $1.7 million, primarily due to costs incurred in 2015 related to strategic, tax and regulatory
matters. These decreases were partially offset by an increase in the amount reserved related to the collectability of program
development costs of $4.8 million during the year ended December 31, 2016 as compared to the same period in 2015. See Note
18 – Related Party Transactions and Arrangements for further discussion on the Cole REIT’s program development costs.
2015 vs 2014 – The decrease in general and administrative expense during the year ended December 31, 2015 was primarily
related to a decrease in equity-based compensation of $18.8 million, from $33.3 million for the year ended December 31, 2014 to
$14.5 million for the year ended December 31, 2015, largely as a result of the forfeiture of certain awards in connection with the
departure of certain officers and directors in the fourth quarter of 2014. The overall decrease in compensation and benefits is also
due to the Company’s headcount reduction as compared to the same period in 2014, partially offset by the increase in severance
to former employees.
Depreciation and Amortization Expenses
2016 vs 2015 – The decrease of $59.4 million during the year ended December 31, 2016 primarily related to the disposition
of 529 consolidated properties subsequent to January 1, 2015. The Company also recorded $182.8 million and $91.8 million of
impairment charges on real estate investments during the year ended December 31, 2016 and 2015, respectively, which reduced
the carrying value being depreciated and amortized.
2015 vs 2014 – The decrease in depreciation and amortization expense during the year ended December 31, 2015 was primarily
related to a decrease in the amortization of the management and advisory contracts (the “Management Contracts”) with the Managed
REITs of $42.6 million due to an impairment of $86.4 million recorded in the fourth quarter of 2014. Additionally, real estate
depreciation and amortization expense decreased $27.0 million, primarily due to dispositions of 228 properties in 2015 and 110
properties in 2014. The Company also recorded $100.5 million of impairment charges on real estate investments from continuing
operations during the year ended December 31, 2014, of which impairment charges totaling $96.7 million arose during the fourth
quarter of 2014.
Impairments
2016 vs 2015 – The decrease in impairments of $1.3 million during the year ended December 31, 2016 was due to a decrease
in the impairment of the intangible assets and goodwill in the Cole Capital segment of $92.4 million, as discussed in “Note 10 –
Fair Value Measures” to our consolidated financial statements, offset by an increase in impairment charges recorded related to the
REI segment of $91.1 million primarily due to management identifying certain properties for potential sale as part of its portfolio
management strategy to reduce exposure to office properties, as well as the Ovation Bankruptcy.
2015 vs 2014 – The decrease in impairments during the year ended December 31, 2015 was primarily due to a decrease in
the impairment of goodwill in the Cole Capital segment of $83.4 million from $223.0 million in 2014 to $139.7 million in 2015.
There was also a decrease in the impairment of real estate assets of $8.7 million from an impairment of $100.5 million during the
year ended December 31, 2014, as compared to an impairment of $91.8 million in 2015.
47
Other (Expense) Income and Income Tax Benefit
The table below sets forth, for the periods presented, certain financial information and the dollar amount change year over
year (dollar amounts in thousands):
Other (expense) income and tax benefit
(provision):
Interest expense
(Loss) gain on extinguishment and forgiveness of
debt, net
Other income, net
Reserve for loan loss
Equity in income (loss) and gain on disposition of
unconsolidated entities
Loss on derivative instruments, net
Gain (loss) on disposition of real estate and held for
sale assets, net
Benefit from income taxes
Interest Expense
Year Ended December 31,
2016
2015
2014
2016 vs 2015
Increase/(Decrease)
2015 vs 2014
Increase/(Decrease)
$ (317,376) $ (358,392) $ (452,648) $
(41,016) $
(94,256)
(771)
6,035
4,812
6,439
(21,869)
88,596
—
(15,300)
—
(76)
(10,570)
9,092
(1,460)
(72,311)
(277,031)
36,303
33,264
9,783
(1,191)
45,524
3,701
(5,583)
(404)
15,300
691
269
117,835
(32,602)
26,681
(82,157)
9,168
9,110
204,720
3,039
2016 vs 2015 – The decrease of $41.0 million during the year ended December 31, 2016 was primarily a result of a decrease
in the total outstanding debt balance from $8.1 billion as 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.
2015 vs 2014 – The decrease in interest expense during the year ended December 31, 2015 was primarily a result of a decrease
in amortization expense in relation to a 2014 cumulative adjustment of amortization for premium on a loan in default of $16.7
million. The decrease also related to the decrease in total outstanding debt balance from $10.4 billion as of December 31, 2014 to
$8.1 billion as of December 31, 2015, largely due to paying down $1.8 billion on the revolving credit facility as well as the
prepayment of mortgage notes payable and assumption of debt by the buyer in property dispositions as discussed in “Note 11 –
Debt” to our consolidated financial statements. These decreases were partially offset by an increase of $6.9 million in interest
expense on bonds that were issued in February 2014.
(Loss) Gain on Extinguishment and Forgiveness of Debt, Net
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 11 – 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 property foreclosed upon.
2015 vs 2014 – A gain on extinguishment and forgiveness of debt, net of $4.8 million was recorded for the year ended December
31, 2015, which primarily related to the foreclosure of the Company’s property in Bethseda, Maryland. During the year ended
December 31, 2015, the Company also repaid an aggregate of $548.9 million of mortgage notes payable prior to maturity or
assumed by the buyer in a property disposition as compared to $1.6 billion repaid prior to maturity in 2014. In connection with
the extinguishments, we paid prepayment fees totaling $102,000 and $35.9 million for the years ended December 31, 2015 and
2014, respectively, which are also included in (loss) gain on extinguishment and forgiveness of debt, net in the consolidated
financial statements.
Other Income, Net
2016 vs 2015 – Other income, net remained relatively constant, decreasing $0.4 million during the year ended December 31,
2016 as compared to the same period in 2015. The line items “Other income, net”, “Gain (loss) on disposition of interest in joint
venture” and “Equity in income and gain on disposition of unconsolidated entities” previously reported have been reclassified to
conform with the current period’s presentation, as discussed in “Note 2 – Summary of Significant Accounting Policies” to the
consolidated financial statements.
48
2015 vs 2014 – The decrease in other income, net during the year ended December 31, 2015 was primarily a result of a litigation
settlement with RCS Capital Corporation in 2014, from which the Company received $60.0 million in connection with the
unconsummated sale of Cole Capital as discussed in “Note 18 – Related Party Transactions and Arrangements” to our consolidated
financial statements. The decrease also related to the decrease in interest income from investment securities, largely resulting from
the sale of 15 CMBS for $158.0 million during the third quarter of 2014, as well as a decrease in interest income from mortgage
notes receivable, two of which were repaid in the fourth quarter of 2014.
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, as discussed in “Note 18 – Related Party
Transactions and Arrangements” to the consolidated financial statements. 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.
Equity in Income (Loss) and Gain on Disposition of Unconsolidated Entities
2016 vs 2015 – Equity in income (loss) and gain on disposition of unconsolidated entities increased $0.7 million during the
year ended December 31, 2016 as compared to 2015. During the year ended December 31, 2016, the Company recored 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 recored 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 $49,000 during the year ended December 31, 2015. The line items “Other
income, net”, “Gain (loss) on disposition of interest in joint venture” and “Equity in income and gain on disposition of unconsolidated
entities” previously reported have been reclassified to conform with the current period’s presentation, as discussed in “Note 2 –
Summary of Significant Accounting Policies” to the consolidated financial statements.
2015 vs 2014 – The increase of $9.2 million during the year ended December 31, 2015 as compared to 2014 is primarily due
to a gain of $6.7 million related to the disposition of our interest in one consolidated joint venture as discussed above.
Loss on Derivative Instruments, Net
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, as discussed in “Note 11 – Debt” to our
consolidated financial statements, which resulted in a loss of $3.3 million, offset by an increase in the fair value of the Company’s
interest rate swaps.
2015 vs 2014 – Loss on derivative instruments, net related to the ineffective portion of changes in fair value of cash flow
hedges. The decrease in loss on derivative instruments, net for the year ended December 31, 2015 primarily related to the fact that
we recorded a loss of $18.8 million for the year ended December 31, 2014 relating to the Series D embedded derivative, which
was settled in connection with the redemption of the Series D Preferred Stock in the third quarter of 2014.
Gain (Loss) on Disposition of Real Estate and Held For Sale Assets, Net
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 is 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.
2015 vs 2014 – The loss on disposition of real estate and held for sale assets, net decreased $204.7 million due to the Company’s
disposition of 228 properties, including two properties owned by consolidated joint ventures, for an aggregate sales price of $1.4
billion, which resulted in a loss of $69.1 million, as compared to the disposal of 110 properties for an aggregate price of $1.6
billion, which resulted in a loss of $277.0 million
49
Benefit From Income Taxes
2016 vs 2015 – The decrease of $32.6 million during the year ended December 31, 2016 was primarily due to a decrease in
the loss attributable to taxable subsidiaries of $90.8 million.
2015 vs 2014 – The benefit from income taxes of $36.3 million for the year ended December 31, 2015 reflected an increase
of $3.0 million from a benefit from income taxes of $33.3 million during the same period in 2014. The increased benefit primarily
related to a decrease in income taxes within the REI segment.
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”), 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.
NAREIT defines FFO as net income or loss computed in accordance with U.S. GAAP, excluding gains or losses from disposition
of property, depreciation and amortization of real estate assets and impairment write-downs on real estate including the pro rata
share of adjustments for unconsolidated partnerships and joint ventures. We calculated FFO in accordance with NAREIT’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 and other non-routine costs, gains or losses on sale of investment
securities or mortgage notes receivable and legal settlements and insurance recoveries not in the ordinary course of business. We
also exclude certain non-cash items such as impairments of goodwill or intangible assets, straight-line rental revenue, unrealized
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, amortization of intangible assets, deferred financing costs, above-
market lease assets and below-market lease liabilities. 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,
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.
50
The table below presents FFO and AFFO for the years ended December 31, 2016, 2015 and 2014 (in thousands, except share
and per share data).
Consolidated
Net loss
Dividends on non-convertible preferred stock
(Gain) loss on real estate assets and interest in joint venture, net
Depreciation and amortization of real estate assets
Impairment of real estate
Proportionate share of adjustments for unconsolidated entities
FFO attributable to common stockholders and limited partners
Acquisition related expenses
Litigation, merger and other non-routine costs, net of insurance recoveries
Impairment of intangible assets
Reserve for loan loss
Legal settlements
Gain on investment securities
Loss on derivative instruments, net
Amortization of premiums and discounts on debt and investments, net
Amortization of above-market lease assets and deferred lease incentives, net
of amortization of below-market lease liabilities
Net direct financing lease adjustments
Amortization and write-off of deferred financing costs
Amortization of management contracts
Deferred tax benefit (1)
Loss (gain) on extinguishment and forgiveness of debt, net
Straight-line rent, net of bad debt expense related to straight-line rent
Equity-based compensation
Other amortization and non-cash charges
Proportionate share of adjustments for unconsolidated entities
AFFO attributable to common stockholders and limited partners
$
Year Ended December 31,
$
2016
(200,824) $
(71,892)
(55,722)
756,315
2014
2015
(323,492) $ (1,010,912)
(71,094)
(71,892)
277,031
65,582
817,469
91,755
5,744
844,527
100,547
9,037
585,166
149,136
6,243
33,628
213,339
15,300
(1,250)
(65)
1,460
(19,183)
4,522
2,037
33,998
25,903
(52,242)
(4,812)
(82,398)
14,500
3,840
2,072
782,058
$
38,940
199,616
309,444
—
(63,206)
(6,357)
10,570
(6,449)
5,900
1,595
91,922
68,537
(33,324)
21,869
(75,171)
31,825
2,727
3,140
750,714
182,820
2,719
613,416
1,321
3,884
120,931
—
—
—
1,191
(14,693)
5,396
2,264
28,063
26,171
(10,136)
771
(54,190)
10,728
5,296
1,044
741,457
$
Weighted-average shares of common stock outstanding - basic
Effect of Limited Partner OP Units and dilutive securities(2)
Weighted-average shares of common stock outstanding - diluted (3)
931,422,844
24,626,646
956,049,490
903,360,763
26,013,303
929,374,066
793,150,098
44,502,144
837,652,242
AFFO attributable to common stockholders and limited partners per diluted
share
$
0.78
$
0.84
$
0.90
____________________________________
(1) This adjustment represents the non-current portion of the 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.
(2) Dilutive securities include unvested restricted shares of common stock and unvested restricted stock units.
(3) 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.
51
The table below presents FFO and AFFO for the REI segment for the years ended December 31, 2016, 2015 and 2014 (in
thousands, except share and per share data).
Year Ended December 31,
REI segment:
Net loss
Dividends on non-convertible preferred stock
(Gain) loss on real estate assets and interest in joint venture, net
Depreciation and amortization of real estate assets
Impairment of real estate
Proportionate share of adjustments for unconsolidated entities
FFO attributable to common stockholders and limited partners
$
2016
(69,373) $
(71,892)
(55,722)
756,315
182,820
2,719
744,867
Acquisition related expenses
Litigation, merger and other non-routine costs, net of insurance recoveries
Reserve for loan loss
Legal settlements
Gain on investment securities
Loss on derivative instruments, net
Amortization of premiums and discounts on debt and investments, net
Amortization of above-market lease assets and deferred lease incentives, net
of amortization of below-market lease liabilities
Net direct financing lease adjustments
Amortization and write-off of deferred financing costs
Loss (gain) on extinguishment and forgiveness of debt, net
Straight-line rent, net of bad debt expense related to straight-line rent
Equity-based compensation
Other amortization and non-cash charges
Proportionate share of adjustments for unconsolidated entities
AFFO attributable to common stockholders and limited partners
$
1,257
3,884
—
—
—
1,191
(14,693)
5,396
2,264
28,063
771
(54,190)
5,448
—
1,044
725,302
$
2015
(136,095) $
(71,892)
65,582
817,469
91,755
5,744
772,563
5,649
33,628
15,300
(1,250)
(65)
1,460
(19,183)
4,522
2,037
33,998
(4,812)
(82,398)
5,672
8
2,072
769,201
$
2014
(714,238)
(71,094)
277,031
844,527
100,547
9,037
445,810
35,578
197,647
—
(63,206)
(6,357)
10,570
(6,449)
5,900
1,595
91,922
21,869
(75,171)
22,304
320
3,140
685,472
Weighted-average shares of common stock outstanding - basic
Effect of Limited Partner OP Units and dilutive securities(1)
Weighted-average shares of common stock outstanding - diluted (2)
931,422,844
24,626,646
956,049,490
903,360,763
26,013,303
929,374,066
793,150,098
44,502,144
837,652,242
AFFO attributable to common stockholders and limited partners per diluted
share
$
0.76
$
0.83
$
0.82
____________________________________
(1) Dilutive securities include unvested restricted shares of common stock and unvested restricted stock units.
(2) 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.
52
The table below presents FFO and AFFO for the Cole Capital segment for the years ended December 31, 2016, 2015 and
2014 (in thousands, except share and per share data).
Cole Capital segment:
Net loss
FFO attributable to common stockholders and limited partners
Acquisition related expenses
Litigation, merger and other non-routine costs, net of insurance recoveries
Impairment of intangible assets
Amortization of Management Contracts
Deferred tax benefit (1)
Equity-based compensation
Other amortization and non-cash charges
Year Ended December 31,
$
2016
(131,451) $
(131,451)
2015
(187,397) $
(187,397)
2014
(296,674)
(296,674)
64
—
120,931
26,171
(10,136)
5,280
5,296
594
—
213,339
25,903
(52,242)
8,828
3,832
3,362
1,969
309,444
68,537
(33,324)
9,521
2,407
65,242
AFFO attributable to common stockholders and limited partners
$
16,155
$
12,857
$
Weighted-average shares of common stock outstanding - basic
Effect of Limited Partner OP Units and dilutive securities(2)
Weighted-average shares of common stock outstanding - diluted (3)
931,422,844
24,626,646
903,360,763
26,013,303
793,150,098
44,502,144
956,049,490
929,374,066
837,652,242
AFFO attributable to common stockholders and limited partners per diluted
share
$
0.02
$
0.01
$
0.08
_________________________________
(1) This adjustment represents the non-current portion of the 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.
(2) Dilutive securities include unvested restricted shares of common stock and unvested restricted stock units.
(3) 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.
Liquidity and Capital Resources
General
Our principal liquidity needs for the next twelve months and beyond are to:
• fund normal operating expenses;
• meet debt service and principal repayment obligations, including balloon payments on maturing debt;
• pay dividends;
• fund capital expenditures, tenant improvements and leasing costs;
• pay litigation costs and expenses; and
• fund property 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 existing line of credit;
• cash and cash equivalents balance; and
• issuance of VEREIT debt and equity securities.
53
Universal Shelf Registration
In May 2016, VEREIT, Inc. and the OP filed a shelf registration statement with the SEC, which is effective for a term of three
years. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not
specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include
(i) common stock, (ii) preferred stock, (iii) debt securities, (iv) depositary shares representing fractional interests in shares of
preferred stock, (v) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (vi) any
combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be
announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any
securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
2016 Bond Offering and $300.0 million 2016 Term Loan
On June 2, 2016, the Operating Partnership closed its senior note offering, consisting of (i) $0.4 billion aggregate principal
amount of 4.125% Senior Notes due June 1, 2021 and (ii) $0.6 billion aggregate principal amount of 4.875% Senior Notes due
June 1, 2026 and entered into the $300.0 million 2016 Term Loan, as defined in Note 11 – Debt. On July 5, 2016, the Company
redeemed all of the $1.3 billion aggregate principal amount of our outstanding 2.000% Senior Notes due February 2017, plus
accrued and unpaid interest thereon and the required make-whole premium.
Common Stock Offering
On August 10, 2016, VEREIT, Inc. issued 69.0 million shares of common stock in a public offering for net proceeds, after
underwriting discounts and offering costs, of $702.5 million which were used to repay the entire $300.0 million 2016 Term Loan
and in part to repay amounts under the Credit Facility.
Continuous Equity Offering Program
On September 19, 2016, the Company registered a continuous equity offering program (the “Program”) pursuant to which
the Company can 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. The
Company intends to use the proceeds from any sale of shares for general corporate purposes, which may include funding potential
acquisitions and repurchasing or repaying outstanding indebtedness. As of December 31, 2016, no shares of common stock have
been issued pursuant to the Program.
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, 2016, we disposed of 301 properties and one property owned by an unconsolidated joint venture for an aggregate sales price
of $1.20 billion, of which our share was $1.14 billion, resulting in consolidated proceeds of $1.00 billion after disposition fees
and debt assumptions. We expect to continue to explore opportunities to sell additional properties as we pay off outstanding debt
and reduce our borrowings under the Credit Facility, which will reduce our overall leverage and provide us further financial
flexibility.
Credit Facility
Summary and Obligations
We, as guarantor, and the Operating Partnership, as borrower, are parties to the Credit Facility with Wells Fargo Bank, National
Association, as administrative agent, and the other lenders party thereto.
As of December 31, 2016, the Credit Facility allowed for maximum borrowings of $2.8 billion, consisting of a $0.5 billion
term loan facility (the “Credit Facility Term Loan”) and a $2.3 billion revolving credit facility. The maximum aggregate dollar
amount of letters of credit that may be outstanding at any one time under the Credit Facility is $25.0 million. During the year ended
December 31, 2016, the Company repaid all of the outstanding borrowings under its revolving credit facility. Additionally, the
Company repaid $0.5 billion of the Credit Facility Term Loan, resulting in the write-off of unamortized deferred financing costs
of $4.3 million, which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated
statements of operations. As discussed in Note 12 – Derivatives and Hedging Activities, in connection with the early repayment
of a portion of the Credit Facility Term Loan, the Company terminated two of its interest rate swaps, resulting in the reclassification
of $3.3 million in accumulated other comprehensive loss to earnings, which is included in loss on derivative instruments, net in
the accompanying consolidated statements of operations. The remaining outstanding balance on the Credit Facility Term Loan of
$0.5 billion is, in effect, fixed through the use of derivative instruments used to hedge interest rate volatility. Including the spread,
which can vary based on the General Partner’s credit rating, the interest rate on this portion was 3.25% at December 31, 2016. As
of December 31, 2016, a maximum of $2.3 billion was available to the OP for future borrowings, subject to borrowing availability.
54
The revolving credit facility generally bears interest at an annual rate of London Inter-Bank Offer Rate (“LIBOR”) plus 1.00%
to 1.80% or Base Rate plus 0.00% to 0.80% (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, 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 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 revolving credit facility and the Credit Facility Term Loan both terminate on June 30, 2018, in
each case, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for a one-year
extension option with respect to each of the revolving credit facility and the Credit Facility Term Loan, 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
Ratio of total indebtedness to total asset value
Ratio of adjusted EBITDA to fixed charges
Ratio of secured indebtedness to total asset value
Ratio of unsecured indebtedness to unencumbered asset value
Ratio of unencumbered adjusted NOI to unsecured interest expense
Minimum unencumbered asset value
As of December 31, 2016, the maximum percentage of unencumbered asset value permitted to be attributable to restaurants
was 30%.
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, 2016.
55
Corporate Bonds
Summary and Obligations
As of December 31, 2016, the OP had $2.25 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
Limitation on incurrence of secured debt
Debt service coverage ratio
Maintenance of total unencumbered assets
There were no changes to the financial covenants of our existing Senior Notes during the year ended December 31, 2016. The
covenants of our new Senior Notes are materially the same as our existing Senior Notes. As of December 31, 2016, 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
On July 29, 2013, the Company issued $300.0 million aggregate principal amount of convertible senior notes due 2018 (the
“2018 Convertible Notes”) and, pursuant to an over-allotment exercise by the underwriters of such 2018 Convertible Notes offering,
issued an additional $10.0 million aggregate principal amount of its 2018 Convertible Notes on August 1, 2013. On December 10,
2013, the Company issued an additional $287.5 million of the 2018 Convertible Notes by reopening the indenture governing the
2018 Convertible Notes. Also on December 10, 2013, the Company issued $402.5 million aggregate principal amount of convertible
senior notes due 2020 (the “2020 Convertible Notes and, together with the 2018 Convertible Notes, the “Convertible Notes”). The
2018 Convertible Notes have a weighted average interest rate of 3.00%, a conversion rate of 60.5997 and mature on August 1,
2018 and the 2020 Convertible Notes have a weighted average interest rate of 3.75%, a conversion rate of 66.7249 and mature on
December 15, 2020. The Convertible Notes are convertible into cash or shares of the Company’s Common Stock at the Company’s
option. There were no changes to the terms of our Convertible Notes during the year ended December 31, 2016.
Mortgage Notes Payable and Other Debt
Summary and Obligations
As of December 31, 2016, we had non-recourse mortgage indebtedness of $2.6 billion, which was collateralized by 619
properties, reflecting a decrease from December 31, 2015 of $409.9 million derived primarily from our disposition activity during
the year ended December 31, 2016. Our mortgage indebtedness bore interest at the weighted-average rate of 4.95% per annum
and had a weighted-average maturity of 4.6 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.
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 non-repayment of the
respective loan balance at maturity. The Company and the lender are assessing options in relation to the default.
On March 6, 2015, the Company received a notice of default from the lender of a non-recourse loan secured by two properties,
which had an outstanding balance of $38.1 million on the notice date, due to the Company’s election not to make a reserve payment
required per the loan agreement. The foreclosure sale of the first property securing the loan occurred during the three months ended
June 30, 2016. As the loan was outstanding upon the foreclosure of the first property, the Company recorded a loss of $3.4 million
in gain (loss) on disposition of real estate and held for sale assets, net in the accompanying consolidated statements of operations
for the year ended December 31, 2016. The foreclosure proceedings on the second property that secured the loan were completed
during the three months ended September 30, 2016. As a result of the foreclosure sale and deed transfer of both properties securing
the loan, the Company recognized a gain on forgiveness of debt of $19.1 million, which is included in (loss) gain on extinguishment
and forgiveness of debt, net in the accompanying consolidated statements of operations.
56
Restrictions on Loan Covenants
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. 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. Each loan that has these requirements has specific ratio thresholds
that must be met. 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, 2016, the Company believes that it was in compliance
with the financial covenants under the mortgage loan agreements, except for the loans in default as described above and in “Note
11 – Debt” to our consolidated financial statements.
Other Debt
As of December 31, 2016, the Company had a secured term loan from KBC Bank, N.V. with an outstanding principal balance
of $20.9 million and remaining unamortized premium of $0.1 million (the “KBC Loan”). The interest coupon on the KBC Loan
is fixed at 5.81% annually until its maturity in January 2018. The KBC Loan is non-recourse to the Company, subject to limited
non-recourse exceptions. The KBC Loan provides for monthly payments of both principal and interest. The scheduled principal
repayments subsequent to December 31, 2016 are $7.7 million and $13.2 million for the years ended 2017 and 2018, respectively.
Dividends
On November 1, 2016, the Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common
stock (equaling an annualized dividend rate of $0.55 per share) for the fourth quarter of 2016 to stockholders of record as of
December 30, 2016, which was paid on January 17, 2017. An equivalent distribution by the Operating Partnership is applicable
per OP unit.
Our Series F Preferred Stock, as discussed in “Note 16 – 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, 2016, 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, 2016 (in thousands):
Principal payments - mortgage notes and other debt (1)
Interest payments - mortgage notes and other debt (1) (2) (3)
Principal payments - Credit Facility
Interest payments - Credit Facility (2) (3)
Principal payments - corporate bonds
Interest payments - corporate bonds
Principal payments - convertible debt
Interest payments - convertible debt
Operating and ground lease commitments
Build-to-suit commitments
Total
____________________________________
Total
Less than
1 year
1-3 years
4-5 years
$ 2,650,896
$
294,774
$ 452,073
$ 665,333
More than
5 years
$ 1,238,716
582,710
500,000
24,601
2,250,000
558,737
1,000,000
88,086
310,977
201
124,443
—
16,459
—
91,250
—
33,019
18,774
201
207,956
500,000
8,142
750,000
162,188
597,500
40,644
36,943
—
157,006
93,305
—
—
400,000
127,875
402,500
14,423
34,845
—
—
—
1,100,000
177,424
—
—
220,415
—
$ 7,966,208
$
578,920
$2,755,446
$1,801,982
$ 2,829,860
(1) For loans in maturity default, discussed in Note 11 – Debt and Note 22 – Subsequent Events, the payment obligations for future periods are based on an
estimated extension of maturity during the first quarter of 2017.
(2) As of December 31, 2016, we had $242.2 million of variable rate mortgage notes and $0.5 billion of variable rate debt on the Credit Facility effectively fixed
through the use of interest rate swap agreements. We used the effective interest rates fixed under our swap agreements to calculate the debt payment obligations
in future periods.
(3)
Interest payments due in future periods on the $11.3 million of variable rate debt payment obligations were calculated using a forward LIBOR curve.
57
Cash Flow Analysis for the year ended December 31, 2016
Operating Activities – During the year ended December 31, 2016, net cash provided by operating activities decreased $66.5
million to $800.5 million from $867.0 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 payments and payments related to the Audit Committee Investigation and related litigation, net of
insurance recoveries.
Investing Activities – Net cash provided by investing activities for the year ended December 31, 2016 decreased $42.4 million
to $890.2 million from $932.6 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 $643.8 million during the year ended
December 31, 2016 from $2.1 billion during the same period in 2015. The decrease was primarily due to the 2016 common stock
offering 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 $305.6 million, which were partially offset by an increase in distributions paid of $345.0
million.
Cash Flow Analysis for the year ended December 31, 2015
Operating Activities – The level of cash flows provided by operating activities is affected by acquisition and transaction costs,
the timing of interest payments, as well as the receipt of scheduled rent payments. During the year ended December 31, 2015, net
cash provided by operating activities increased $364.1 million to $867.0 million from $502.9 million. The increase was primarily
due to an increase in revenue, excluding non-cash adjustments, of $59.2 million, a decrease in merger and other transaction expenses
of $87.7 million, a decrease in prepayment fees and penalties relating to debt repayment of $35.9 million and a decrease in the net
change in assets and liabilities of $206.4 million.
Investing Activities – Net cash provided by investing activities for the year ended December 31, 2015 increased $3.5 billion
to $932.6 million from net cash used in investing activities in 2014 of $2.6 billion. The increase in cash flow primarily related to
a decrease in cash paid for real estate assets of $3.5 billion and a decrease in cash paid for real estate businesses of $756.2 million,
both as a result of a decrease in acquisition activity as compared to the same period in the prior year. The increase was partially
offset by a decrease in cash proceeds from the disposition of real estate assets of $589.7 million, driven primarily by the sale of
the multi-tenant portfolio in 2014.
Financing Activities – Net cash used in financing activities increased $4.5 billion to $2.1 billion during the year ended December
31, 2015 from net cash provided by financing activities of $2.4 billion. The increase was primarily related to a decrease in proceeds
from the issuance of corporate bonds of $2.5 billion and an increase in net payments on the Credit Facility of $1.6 billion, combined
with a decrease in the proceeds from the issuance of common stock, net of offering costs, of $1.6 billion, all of which related to
the fact that the Company raised more capital to fund large acquisitions in the prior period. The increase was partially offset by a
decrease in distributions paid of $714.9 million.
Cash Flow Analysis for the year ended December 31, 2014
Operating Activities – During the year ended December 31, 2014, net cash provided by operating activities was $502.9 million.
Cash flows provided by operating activities during the year ended December 31, 2014 were mainly due to adjusted net income of
$806.6 million (net loss of $1.0 billion adjusted for non-cash items including the issuance of OP Units, depreciation and amortization,
gain on sale of properties, equity-based compensation, gain on derivative instruments and gain on the early extinguishment of debt
totaling $1.8 billion, in the aggregate), offset by a decrease in accounts payable and accrued expenses of $16.3 million, a decrease
in prepaid and other assets of $97.1 million and a decrease in deferred rent, derivative and other liabilities of $99.9 million.
Investing Activities – Net cash used in investing activities for the year ended December 31, 2014 was $2.6 billion, primarily
related to the total cash consideration of $756.2 million for the merger of American Realty Capital Trust IV, Inc. with and into a
subsidiary of the OP (the “ARCT IV Merger”), the merger of Cole with and into a wholly owned subsidiary of the Company (the
“Cole Merger”) and the merger of CCPT with and into a direct subsidiary of the General Partner (the “CCPT Merger”) and $3.5
billion in the acquisition of 1,107 properties. The net cash used in investing activities was partially offset by the proceeds from
the sale of properties of $1.6 billion, combined with the proceeds from the sale of investment securities of $159.8 million.
Financing Activities – Net cash provided by financing activities was $2.4 billion during the year ended December 31, 2014
related to proceeds from the issuance of corporate bonds of $2.5 billion, proceeds from mortgage notes payable of $1.0 billion
and proceeds from the issuance of common stock of $1.6 billion. These inflows were partially offset by payments on mortgage
notes payable of $1.1 billion, total distributions paid of $920.3 million and $116.4 million of deferred financing cost payments.
58
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 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, 2016.
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.
The Company conducts substantially all of its Cole Capital segment 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, Puerto Rico and Canada and, as a result, it files income tax returns in the U.S. federal jurisdiction, the Canadian
federal jurisdiction 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
In the past, we entered into certain agreements and paid certain fees or reimbursements to the Former Manager and its affiliates.
As of December 31, 2014, as a result of the departure of certain executive officers (one of whom was a director) in the fourth
quarter of 2014, the Former Manager and its affiliates were no longer affiliated with us. Accordingly, there have been no related
party transactions to report during the years ended December 31, 2016 and 2015 aside from those with the Cole REITs, as further
described below.
We are 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 distribute the shares of common stock for certain of the Cole
REITs and advise them regarding offerings, manage relationships with participating broker-dealers and financial advisors, and
provide assistance in connection with compliance matters relating to the offerings. We receive 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 18 – Related Party Transactions and Arrangements” to our consolidated financial statements in this report
for a further explanation of the various related party transactions, agreements and fees.
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.
59
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 in 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, collars and treasury lock agreements 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, 2016, 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 $6.5 billion and $6.4 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, 2016 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
$231.0 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 $230.6 million.
As of December 31, 2016, our debt included variable-rate debt with a fair value and carrying value each of $11.3 million. The
sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their
December 31, 2016 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates
on our variable-rate notes payable would increase or decrease our interest expense by $0.1 million annually. See “Note 11 – Debt”
to our consolidated financial statements.
As of December 31, 2016, our interest rate swaps had a fair value that resulted in assets of $0.2 million and a liability of $3.5
million. See “Note 12 – 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, 2016, 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.
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.
60
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 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’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, 2016 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 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, 2016.
The effectiveness of our internal control over financial reporting as of December 31, 2016 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, 2016 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
61
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’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, 2016 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 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, 2016.
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, 2016 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
62
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
VEREIT, Inc.
Phoenix, AZ
We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December
31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal
executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of
America (“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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject
to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2016, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2016 of the Company
and our report dated February 22, 2017 expressed an unqualified opinion on those consolidated financial statements and financial
statement schedules.
/s/ DELOITTE & TOUCHE LLP
Phoenix, AZ
February 22, 2017
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.”
63
Amendment to Employment Letter with William C. Miller
Effective February 22, 2017, the Company amended (the “Miller Amendment”) the Employment Letter effective as of February
23, 2016 with William C. Miller (the “Miller Employment Agreement”). Pursuant to the Miller Amendment, the provision in the
Miller Employment Agreement regarding a sales management bonus is deleted, and instead, Mr. Miller is eligible to receive a
sales management bonus equal to 17 basis points on all capital raised by the Cole REITs sponsored by Cole Capital (excluding
capital raised pursuant to each such REIT’s distribution reinvestment plan) but only after the total capital raise for the applicable
year exceeds $200 million and only on the amount of capital raised above the $200 million threshold, up to a maximum threshold
of $550 million. Except as noted herein, all other provisions of the Miller Employment Agreement remain unchanged.
The foregoing description of the Miller 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.
64
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
This information will be contained in our definitive proxy statement for the 2017 Annual Meeting of Stockholders (the
“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.
65
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
PART IV
The Financial Statements are included herein at pages F-1 through F-84.
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts is included herein on page F-85.
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-86 through F-214.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-215.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (and
are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No.
2.1
2.2
2.3
2.4
2.4.1
2.4.2
2.5
2.6
2.7
3.1
3.2
3.3
3.4
3.5
3.6
Description
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).
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).
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).
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).
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).
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).
Equity Interest Purchase Agreement by and between Inland American Real Estate Trust, Inc. and AR Capital, LLC, dated as
of August 8, 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 September 25, 2013).
Purchase and Sale Agreement by and among ARC PADRBPA001, LLC and AR Capital, LLC and the sellers described on
schedules thereto, dated as of July 24, 2013 (Incorporated by reference to the Company’s Second Current Report on Form 8-
K (File No. 001-35263), filed with the SEC on October 7, 2013).
Agreement and Plan of Merger, dated as of October 22, 2013, by and among VEREIT, Inc., Cole Real Estate Investments,
Inc. and Clark Acquisition, LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.
001-35263), filed with the SEC on October 23, 2013).
Articles of Amendment and Restatement of VEREIT, Inc. (Incorporated by reference to the Company's Pre-Effective
Amendment No. 5 to Form S-11 (Registration No. 333-172205), filed with the SEC on July 5, 2011).
Articles Supplementary Relating to the Series A Convertible Preferred Stock of VEREIT, Inc., dated May 10, 2012
(Incorporated by reference to the Company's Form 8-K (File No. 001-35263), filed with the SEC on May 15, 2012).
Articles Supplementary Relating to the Series B Convertible Preferred Stock of VEREIT, Inc., dated July 24, 2012
(Incorporated by reference to the Company's Form 8-K (File No. 001-35263), filed with the SEC on July 30, 2012).
Articles Supplementary for the Series C Convertible Preferred Stock of VEREIT, Inc., dated June 6, 2013 (Incorporated by
reference to the Company's Form 8-K (File No. 001-35263), filed with the SEC on June 12, 2013).
Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., effective July 2, 2013 (Incorporated by
reference to the Company's Form 8-K (File No. 001-35263), filed with the SEC on July 9, 2013).
Articles Supplementary for the Series D Cumulative Convertible Preferred Stock of VEREIT, Inc., filed November 8, 2013
(Incorporated by reference to the Company's Form 8-K (File No. 001-35263), filed with the SEC on November 15, 2013).
66
Exhibit No.
Description
3.7
3.8
3.9
3.10
3.11
3.12
3.13
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
10.1
10.2
10.3
10.4
Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., effective December 9, 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 December 20, 2013).
Articles Supplementary Relating to the 6.70% Series F Cumulative Redeemable Preferred Stock of VEREIT, Inc., dated
January 2, 2014 (Incorporated by reference to the Company's Registration Statement on Form 8-A (File No. 333-190056),
filed with the SEC on January 3, 2014).
Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., dated July 28, 2015 (Incorporated by
reference to the Company's Form 8-K (File No. 001-35263), filed with the SEC on July 28, 2015).
Articles Supplementary to Articles of Amendment and Restatement of VEREIT, Inc., dated August 5, 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).
Amended and Restated Bylaws of VEREIT, Inc., effective as of January 1, 2016 (Incorporated by reference to the Company's
Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended September 30, 2015 filed with the SEC on
November 5, 2015).
Certificate of Limited Partnership of VEREIT Operating Partnership, L.P. (Incorporated by reference to the Company's
Registration Statement on Form S-4 (Registration No. 333-197780-01), filed with the SEC on August 1, 2014).
Amendment to Certificate of Limited Partnership of VEREIT Operating Partnership, L.P., effective July 28, 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).
Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P., effective January
3, 2014 (Incorporated by reference to the Company's Amendment No. 2 to its Annual Report on Form 10-K/A (File No.
001-35263), for the year ended December 31, 2013 filed with the SEC on March 2, 2015).
First Amendment to Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P.,
dated January 26, 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).
Second Amendment to Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership,
L.P., dated July 28, 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).
Indenture, dated as of July 29, 2013, between American Realty Capital Properties, Inc. 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 July 29, 2013).
First Supplemental Indenture, dated as of July 29, 2013, between American Realty Capital Properties, Inc. 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 July 29, 2013).
Form of 3.00% Convertible Senior Notes due 2018 (Incorporated by reference to the Company's Current Report on Form 8-
K (File No. 001-35263), filed with the SEC on December 11, 2013).
Second Supplemental Indenture, dated as of December 10, 2013, between American Realty Capital Properties, Inc. 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 December 11, 2013).
Form of 3.75% Convertible Senior Notes due 2020 (Incorporated by reference to the Company's Current Report on Form 8-
K (File No. 001-35263), filed with the SEC on December 11, 2013).
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).
Officers’ Certificate, dated as of February 6, 2014 (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).
Registration Rights Agreement, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark
Acquisition, LLC, the guarantors named therein, Barclays Capital Inc. and Citigroup Global Markets Inc. (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).
Officer’s Certificate, dated as of June 2, 2016 (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).
Equity Plan, effective September 5, 2011 of VEREIT, Inc. (Incorporated by reference to the Company's Pre-Effective
Amendment No. 4 to Form S-11 (Registration No. 333-172205), filed with the SEC on June 13, 2011).
First Amendment to VEREIT, Inc.’s Equity Plan, effective November 12, 2012 (Incorporated by reference to the Company's
Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2014 filed with the SEC on March 30,
2015).
Second Amendment to VEREIT, Inc.’s Equity Plan, effective February 28, 2013 (Incorporated by reference to the
Company's Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2014 filed with the SEC
on March 30, 2015).
Director Stock Plan of VEREIT, Inc. (Incorporated by reference to the Company's Pre-Effective Amendment No. 4 to Form
S-11 (Registration No. 333-172205), filed with the SEC on June 13, 2011).
67
Exhibit No.
10.5
10.6
10.7
10.8
10.9
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
10.23
10.24
10.25
Description
Asset Purchase and Sale Agreement, dated as of July 1, 2013, between VEREIT Operating Partnership, L.P. and American
Realty Capital Advisors IV, LLC (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).
Contribution and Exchange Agreement, dated as of January 3, 2014, among VEREIT Operating Partnership, L.P., American
Realty Capital Trust IV Special Limited Partner, LLC, AREP and ARCT IV Operating Partnership (Incorporated by
reference to the Company's Current Report on Form 8-K (File No. 001-35263), filed with the SEC on January 3, 2014).
Asset Purchase and Sale Agreement, entered into as of January 8, 2014, by and among VEREIT Operating Partnership, L.P.
and ARC Properties Advisors, LLC (Incorporated by reference to the Company's Annual Report on Form 10-K (File No.
001-35263), for the year ended December 31, 2013 filed with the SEC on February 27, 2014).
Assignment and Assumption Agreement, dated January 8, 2014, by and between AR Capital, LLC and VEREIT, Inc.
(Incorporated by reference to the Company's Annual Report on Form 10-K (File No. 001-35263), for the year ended
December 31, 2013 filed with the SEC on February 27, 2014).
Agreement of Purchase and Sale, dated as of June 11, 2014, among certain subsidiaries of VEREIT, Inc. party thereto and
BRE DDR Retail Holdings III LLC (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).
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).
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).
First Amendment to Agreement of Purchase and Sale, dated as of July 18, 2014, among certain subsidiaries of VEREIT, Inc.
party thereto and BRE DDR Retail Holdings III LLC (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).
Equity Purchase Agreement by and between VEREIT Operating Partnership, L.P. and RCS Capital Corporation, dated as of
September 30, 2014 (Incorporated by reference to the Company's Quarterly Report on Form 10-Q (File No. 001-35263), for
the quarter ended September 30, 2014 filed with the SEC on March 2, 2015).
Employment Agreement, dated as of January 9, 2015, by and between VEREIT, Inc. and Michael Sodo (Incorporated by
reference to the Company's Current Report on Form 8-K (File No. 001-35263), filed with the SEC on January 15, 2015).
Employment Agreement, dated as of March 10, 2015, by and between VEREIT, Inc. and Glenn Rufrano (Incorporated by
reference to the Company's Current Report on Form 8-K (File No. 001-35263), filed with the SEC on March 16, 2015).
Form of Indemnification Agreement (Incorporated by reference to the Company’s Pre-effective Amendment No. 4 to Form
S-11 Registration Statement (Registration No. 333-172205) filed with the SEC on June 13, 2011).
Form of Indemnification Agreement (Incorporated by reference to the Company's Current Report on Form 8-K (File No.
001-35263), filed with the SEC on March 16, 2015).
Amended and Restated Employment Letter, dated as of May 11, 2015, by and between VEREIT, Inc. and Gavin Brandon
(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).
Amended and Restated Employee Confidentiality and Non-Competition Agreement, dated May 11, 2015, executed by Gavin
Brandon (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).
Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (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).
Amendment effective February 23, 2016, to Employment Agreement between VEREIT, Inc. and Lauren Goldberg, as of
May 26, 2015 (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31,
2015 filed with the SEC on February 23, 2016).
Separation Agreement and General Release, dated June 10, 2015, by and between VEREIT, Inc., Equity Fund Advisors, Inc.
and Michael T. Ezzell (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).
Form of Deferred Stock Unit Award Agreement to be entered into with Non-Executive Directors pursuant to the VEREIT, Inc.
Equity Plan (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).
Form of 2015 Time-Based Restricted Stock Unit Award Agreement to be entered into with Employees pursuant to the VEREIT,
Inc. Equity Plan (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).
Form of 2015 Performance-Based Restricted Stock Unit Award Agreement to be entered into with Employees pursuant to the
VEREIT, Inc. Equity Plan (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).
68
Exhibit No.
Description
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Separation Agreement, dated as of October 1, 2015, by and between VEREIT, Inc. and Michael J. Sodo (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).
Employment Letter and Confidentiality and Non-Competition Agreement, effective as of October 5, 2015, by and between
VEREIT, Inc. and 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).
Form of 2016 Time-Based Restricted Stock Unit Award Agreement to be entered into with executive officers pursuant to the
VEREIT, Inc. Equity Plan (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC on February 23, 2016).
Form of 2016 Performance-Based Restricted Stock Unit Award Agreement to be entered into with executive officers pursuant
to the VEREIT, Inc. Equity Plan (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC on February 23, 2016).
Form of 2016 Time-Based Restricted Stock Unit Award Agreement to be entered into with other employees pursuant to the
VEREIT, Inc. Equity Plan (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC on February 23, 2016).
Form of 2016 Performance-Based Restricted Stock Unit Award Agreement to be entered into with other employees pursuant
to the VEREIT, Inc. Equity Plan (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC on February 23, 2016).
Amended and Restated Employment Letter, 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 for the year ended December 31, 2015 filed with
the SEC on February 23, 2016).
Amended and Restated Employment Letter, 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 for the year ended December 31, 2015 filed with
the SEC on February 23, 2016).
Amended and Restated Employment Letter, dated as of February 23, 2016, by and between VEREIT, Inc. and William C.
Miller (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2015 filed
with the SEC on February 23, 2016).
10.35*
Amendment effective February 22, 2017, to the Amended and Restated Employment Letter, dated as of February 23, 2016,
by and between VEREIT, Inc. and William C. Miller.
10.36
12.1*
12.2*
21.1*
23.1*
23.2*
23.3*
23.4*
31.1*
31.2*
31.3*
31.4*
32.1**
32.2**
32.3**
32.4**
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).
VEREIT Inc. Consolidated Ratio of Earnings to Fixed Charges
VEREIT Operating Partnership, L.P. Consolidated Ratio of Earnings to Fixed Charges
List of Subsidiaries.
Consent of Deloitte & Touche LLP.
Consent of Deloitte & Touche LLP.
Consent of Grant Thornton LLP.
Consent of Grant Thornton LLP.
Certification of the Chief Executive Officer of VEREIT, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14
(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer of VEREIT, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Executive Officer of VEREIT, Inc., the sole general partner of VEREIT Operating Partnership, L.P.,
pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Certification of the Chief Financial Officer of VEREIT, Inc., the sole general partner of VEREIT Operating Partnership, L.P.,
pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Written statements of the Chief Executive Officer of VEREIT, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Written statements of the Chief Financial Officer of VEREIT, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Written statements of the Chief Executive Officer of VEREIT, Inc., the sole general partner of VEREIT Operating Partnership,
L.P., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Written statements of the Chief Financial Officer of VEREIT, Inc., the sole general partner of VEREIT Operating Partnership,
L.P., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
69
Exhibit No.
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
Description
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
_____________________________
* Filed herewith
**
In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under
the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Item 16. Form 10-K Summary.
Not Applicable
70
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.
SIGNATURES
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
/s/ Michael J. Bartolotta
By:
Michael J. Bartolotta
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Dated: February 22, 2017
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 *
/s/ Glenn J. Rufrano
Chief Executive Officer
Glenn J. Rufrano
(Principal Executive Officer and Director)
Date
February 22, 2017
/s/ Michael J. Bartolotta
Executive Vice President and Chief Financial Officer
February 22, 2017
Michael J. Bartolotta
(Principal Financial Officer)
/s/ Gavin B. Brandon
Gavin B. Brandon
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Director, Non-Executive Chairman
February 22, 2017
/s/ Bruce D. Frank
Bruce D. Frank
/s/ Hugh R. Frater
Hugh R. Frater
/s/ David B. Henry
David B. Henry
/s/ Mark S. Ordan
Mark S. Ordan
Director
Director
Director
/s/ Eugene A. Pinover
Director
Eugene A. Pinover
/s/ Julie G. Richardson
Julie G. Richardson
_________________________________
Director
February 22, 2017
February 22, 2017
February 22, 2017
February 22, 2017
February 22, 2017
February 22, 2017
* 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.
71
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets of VEREIT, Inc. as of December 31, 2016 and December 31, 2015
Consolidated Statements of Operations of VEREIT, Inc. for the Years Ended December 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income (Loss) of VEREIT, Inc. for the Years Ended December 31,
2016, 2015 and 2014
Consolidated Statements of Changes in Equity of VEREIT, Inc. for the Years Ended December 31, 2016, 2015 and
2014
Consolidated Statements of Cash Flows of VEREIT, Inc. for the Years Ended December 31, 2016, 2015 and 2014
Consolidated Balance Sheets of VEREIT Operating Partnership, L.P. as of December 31, 2016 and December 31,
2015
Consolidated Statements of Operations of VEREIT Operating Partnership, L.P. for the Years Ended December 31,
2016, 2015 and 2014
Consolidated Statements of Comprehensive Income (Loss) of VEREIT Operating Partnership, L.P. for the Years
Ended December 31, 2016, 2015 and 2014
Consolidated Statements of Changes in Equity of VEREIT Operating Partnership, L.P. for the Years Ended December
31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows of VEREIT Operating Partnership, L.P. for the Years Ended December 31,
2016, 2015 and 2014
Notes to Consolidated Financial Statements
Schedule II – Valuation and Qualifying Accounts
Schedule III – Real Estate and Accumulated Depreciation
Schedule IV – Mortgage Loans Held For Investment
Page
F-2
F-6
F-7
F-8
F-9
F-11
F-13
F-14
F-15
F-16
F-18
F-20
F-85
F-86
F-215
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
VEREIT, Inc.
Phoenix, AZ
We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the "Company") as of December
31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), changes in equity, and
cash flows for each of the two years in the period ended December 31, 2016. Our audits also included the financial statement
schedules listed in the Index at Item 15. These consolidated financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements
and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the company and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for
each of the two years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company's internal control over financial reporting as of December 31, 2016, based on Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22,
2017 expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 22, 2017
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
VEREIT Operating Partnership, L.P.
Phoenix, AZ
We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P. and subsidiaries (the
“Operating Partnership”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive
income (loss), changes in equity, and cash flows for each of the two years in the period ended December 31, 2016. Our audits also
included the financial statement schedules listed in the Index at Item 15. These consolidated financial statements and financial
statement schedules are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion
on these consolidated financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, 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.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of VEREIT Operating Partnership, L.P and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and
their cash flows for each of the two years in the period ended December 31, 2016, in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set
forth therein.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 22, 2017
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
VEREIT, Inc.
We have audited the consolidated balance sheet of VEREIT, Inc. (a Maryland corporation) and subsidiaries (formerly American
Realty Capital Properties, Inc.) (the “Company”) as of December 31, 2014 (not presented herein), and the related statements of
operations, comprehensive loss, changes in equity, and cash flows for the year then ended. Our audit of these consolidated financial
statements included the financial statement schedules listed in the Index to Consolidated Financial Statements. These financial
statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements and financial statement schedules based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of VEREIT, Inc. and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for the year
ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
March 30, 2015, except for Note 2 in the previously filed 2015 financial statements, which is not presented herein regarding the
adoption of ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), as to which the date is February 23, 2016
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of General Partner and Limited Partners
VEREIT Operating Partnership, L.P. and subsidiaries
We have audited the consolidated balance sheet of VEREIT Operating Partnership, L.P. (a Delaware partnership) and subsidiaries
(formerly ARC Properties Operating Partnership, L.P.) (collectively the “Operating Partnership”) as of December 31, 2014 (not
presented herein), and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows
for the year then ended. Our audit of these consolidated financial statements included the financial statement schedules listed in
the Index to Consolidated Financial Statements. These financial statements and financial statement schedules are the responsibility
of the Operating Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial
statement schedules based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. We were not engaged to perform an audit of the Operating Partnership’s internal control over
financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, 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. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of VEREIT Operating Partnership, L.P. and subsidiaries as of December 31, 2014, and the results of their operations and their cash
flows for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
March 30, 2015, except for Note 2 in the previously filed 2015 financial statements, which is not presented herein regarding the
adoption of ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), as to which the date is February 23, 2016
F-5
VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
December 31, 2016
December 31, 2015
ASSETS
Real estate investments, at cost:
Land
Buildings, fixtures and improvements
Intangible lease assets
Total real estate investments, at cost
Less: accumulated depreciation and amortization
Total real estate investments, net
Investment in unconsolidated entities
Investment in direct financing leases, net
Investment securities, at fair value
Mortgage notes receivable, net
Cash and cash equivalents
Restricted cash
Intangible assets, net
Rent and tenant receivables and other assets, net
Goodwill
Due from affiliates
Real estate assets held for sale, net
Total assets
LIABILITIES AND EQUITY
Mortgage notes payable and other debt, net
Corporate bonds, net
Convertible debt, net
Credit facility, net
Below-market lease liabilities, net
Accounts payable and accrued expenses
Deferred rent, derivative and other liabilities
Distributions payable
Due to affiliates
Total liabilities
Commitments and contingencies (Note 15)
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and
outstanding as of each of December 31, 2016 and December 31, 2015
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 974,146,650 and
904,884,394 issued and outstanding as of December 31, 2016 and December 31, 2015,
respectively
Additional paid-in-capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
$
$
$
$
$
$
$
2,895,625
10,644,296
2,044,521
15,584,442
2,331,643
13,252,799
46,077
39,455
47,215
22,764
256,452
45,018
24,609
330,705
1,462,203
21,349
38,928
15,587,574
2,671,106
2,226,224
973,340
496,578
224,023
146,137
68,039
162,578
16
6,968,041
3,120,653
11,445,690
2,218,378
16,784,721
1,778,597
15,006,124
56,824
46,312
53,304
24,238
69,103
59,767
50,779
303,637
1,656,374
60,633
18,771
17,405,866
3,111,985
2,536,333
962,894
1,448,590
251,692
151,877
87,490
140,816
230
8,691,907
428
428
9,741
12,640,171
(2,556)
(4,200,423)
8,447,361
172,172
8,619,533
15,587,574
$
9,049
11,931,768
(2,025)
(3,415,233)
8,523,987
189,972
8,713,959
17,405,866
The accompanying notes are an integral part of these statements.
F-6
VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
Revenues:
Rental income
Direct financing lease income
Operating expense reimbursements
Cole Capital revenue
Total revenues
Operating expenses:
Cole Capital reallowed fees and commissions
Acquisition related (1)
Litigation, merger and other non-routine costs, net of insurance recoveries (2)
Property operating
Management fees to affiliates
General and administrative (3)
Depreciation and amortization
Impairments
Total operating expenses
Operating income (loss)
Other (expense) income:
Interest expense
(Loss) gain on extinguishment and forgiveness of debt, net
Other income, net
Reserve for loan loss
Equity in income (loss) and gain on disposition of unconsolidated entities
Loss on derivative instruments, net
Total other expenses, net
Loss before taxes and real estate dispositions
Gain (loss) on disposition of real estate and held for sale assets, net
Loss before taxes
Benefit from income taxes
Net loss
Net loss attributable to non-controlling interests (4)
Net loss attributable to the General Partner
Basic and diluted net loss per share attributable to common stockholders
Distributions declared per common share
_______________________________________________
Year Ended December 31,
2016
2015
2014
$
1,227,937
$
1,339,787
$
1,271,574
2,055
105,455
119,376
1,454,823
23,174
1,321
3,884
144,428
—
136,608
788,186
303,751
2,720
98,628
114,882
1,556,017
16,195
6,243
33,628
130,855
—
149,066
847,611
305,094
3,603
100,522
203,558
1,579,257
66,228
38,940
199,616
137,741
13,888
167,428
916,003
409,991
1,401,352
53,471
1,488,692
67,325
1,949,835
(370,578)
(317,376)
(358,392)
(771)
6,035
—
9,783
(1,191)
(303,520)
(250,049)
45,524
(204,525)
3,701
4,812
6,439
(15,300)
9,092
(1,460)
(354,809)
(287,484)
(72,311)
(359,795)
36,303
(452,648)
(21,869)
88,596
—
(76)
(10,570)
(396,567)
(767,145)
(277,031)
(1,044,176)
33,264
(200,824)
(323,492)
(1,010,912)
4,961
7,139
33,727
(195,863) $
(316,353) $
(977,185)
(0.29) $
0.55
$
(0.43) $
0.28
$
(1.36)
1.03
$
$
$
(1)
(2)
(3)
Includes $1.7 million of expenses paid to affiliates of the Former Manager (as defined in Note 1 – Organization) for the year ended December 31, 2014. No
such expenses were incurred during the years ended December 31, 2016 and 2015.
Includes $137.8 million of expenses paid to affiliates of the Former Manager (as defined in Note 1 – Organization) for the year ended December 31, 2014.
No such expenses were incurred during the years ended December 31, 2016 and 2015.
Includes $16.1 million of expenses paid to affiliates of the Former Manager (as defined in Note 1 – Organization) for the year ended December 31, 2014.
No such expenses were incurred during the years ended December 31, 2016 and 2015.
(4) Represents net loss attributable to limited partners and consolidated joint venture partners.
The accompanying notes are an integral part of these statements.
F-7
VEREIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Net loss
Other comprehensive loss:
Unrealized loss on interest rate derivatives
Reclassification of previous unrealized loss on interest rate derivatives
into net loss
Unrealized (loss) gain on investment securities, net
Reclassification of previous unrealized loss (gain) on investment
securities into net loss as other income, net
Total other comprehensive loss
Total comprehensive loss
Comprehensive loss attributable to non-controlling interests (1)
Total comprehensive loss attributable to the General Partner
_______________________________________________
(1) Represents loss attributable to limited partners and consolidated joint venture partners.
Year Ended December 31,
2016
2015
2014
$
(200,824) $
(323,492) $ (1,010,912)
(7,685)
(15,694)
(16,448)
9,397
(2,271)
—
(559)
11,706
(997)
110
(4,875)
9,446
9,716
(7,652)
(4,938)
(201,383)
4,989
(196,394) $
(328,367)
7,261
(321,106) $
(1,015,850)
33,727
(982,123)
$
The accompanying notes are an integral part of these statements.
F-8
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VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Issuance of OP Units
Depreciation and amortization
(Gain) loss on real estate assets and joint venture, net
Impairments
Reserve for loan loss
Equity-based compensation
Equity in income of unconsolidated entities
Distributions from unconsolidated entities
Loss on derivative instruments
(Gain) on investment securities
Loss (gain) on extinguishment and forgiveness of debt, net
Note receivable issued in legal settlement
Changes in assets and liabilities:
Investment in direct financing leases
Rent and tenant receivables and other assets, net
Due from affiliates
Accounts payable and accrued expenses
Deferred rent, derivative and other liabilities
Due to affiliates
Net cash provided by operating activities
Cash flows from investing activities:
Investments in real estate assets
Acquisition of real estate businesses, net of cash acquired
Capital expenditures and leasing costs
Real estate developments
Principal repayments received from borrowers
Investments in unconsolidated entities
Proceeds from disposition of real estate and joint ventures
Investment in leasehold improvements and other assets
Proceeds from sale of investments and other assets
Deposits for real estate assets
Uses and refunds of deposits for real estate assets
Line of credit advances to affiliates
Line of credit repayments from affiliates
Investment in mortgage notes receivable
Change in restricted cash
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from mortgage notes payable
Payments on mortgage notes payable and other debt, including extinguishment costs
Proceeds from credit facility
Payments on credit facility
Proceeds from corporate bonds
Payments on corporate bonds, including extinguishment costs
Payments of deferred financing costs
Proceeds from 2016 Term Loan
Repayment of 2016 Term Loan
Redemption of Series D Preferred Stock
Repurchases of common stock to settle tax obligations
Proceeds from the issuance of Common Stock, net of underwriters’ discount
Payments of equity issuance costs
F-11
Year Ended December 31,
2016
2015
2014
$
(200,824) $
(323,492) $ (1,010,912)
—
806,548
(55,722)
303,751
—
10,728
415
4,013
1,191
—
771
—
3,976
(52,626)
(416)
(3,323)
(17,740)
(214)
800,528
(100,194)
—
(16,568)
(17,411)
5,417
(25,777)
1,000,700
(2,259)
—
(17,856)
13,305
(10,300)
50,000
—
11,136
890,193
3,112
(333,409)
1,033,000
(1,993,000)
1,000,000
(1,311,203)
(19,872)
300,000
(300,000)
—
(4,652)
702,765
(280)
—
866,549
65,582
305,094
15,300
14,500
(2,361)
11,352
1,460
(65)
(4,812)
—
2,035
(62,356)
25,489
(999)
(45,934)
(329)
867,013
(36,319)
—
(18,569)
(57,682)
6,921
—
1,009,107
(1,911)
392
(16,542)
48,702
(10,000)
10,000
—
(1,504)
932,595
1,445
(184,504)
60,000
(1,784,000)
—
—
(2,436)
—
—
—
(2,227)
—
—
92,884
1,007,164
277,031
409,991
—
31,861
77
8,335
10,570
(6,357)
(14,012)
(15,300)
1,597
(97,125)
(32,821)
(16,279)
(99,930)
(43,887)
502,887
(3,539,906)
(756,232)
(34,687)
(72,515)
77,614
(2,500)
1,598,767
(11,890)
159,752
(265,372)
347,971
(125,000)
81,100
(2,952)
(8,606)
(2,554,456)
1,010,219
(1,255,506)
5,824,000
(5,918,800)
2,545,760
—
(116,373)
—
—
(316,126)
(7,690)
1,656,000
(60,955)
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
Contributions from non-controlling interest holders
Distributions paid
Windfall tax benefits related to equity-based compensation
Net cash (used in) provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Year Ended December 31,
2015
2014
2016
675
(580,508)
—
(1,503,372)
187,349
69,103
256,452
$
—
(235,494)
—
(2,147,216)
(347,608)
416,711
69,103
$
$
982
(950,414)
4,458
2,415,555
363,986
52,725
416,711
The accompanying notes are an integral part of these statements.
F-12
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
December 31, 2016
December 31, 2015
ASSETS
Real estate investments, at cost:
Land
Buildings, fixtures and improvements
Intangible lease assets
Total real estate investments, at cost
Less: accumulated depreciation and amortization
Total real estate investments, net
Investment in unconsolidated entities
Investment in direct financing leases, net
Investment securities, at fair value
Mortgage notes receivable, net
Cash and cash equivalents
Restricted cash
Intangible assets, net
Rent and tenant receivables and other assets, net
Goodwill
Due from affiliates
Real estate assets held for sale, net
Total assets
LIABILITIES AND EQUITY
Mortgage notes payable and other debt, net
Corporate bonds, net
Convertible debt, net
Credit facility, net
Below-market lease liabilities, net
Accounts payable and accrued expenses
Deferred rent, derivative and other liabilities
Distributions payable
Due to affiliates
Total liabilities
Commitments and contingencies (Note 15)
General Partner's preferred equity, 42,834,138 General Partner Preferred Units issued and
outstanding as of each of December 31, 2016 and December 31, 2015
General Partner's common equity, 974,146,650 and 904,884,394 General Partner OP Units
issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
Limited Partner's preferred equity, 86,874 Limited Partner Preferred Units issued and
outstanding as of each of December 31, 2016 and December 31, 2015
Limited Partner's common equity, 23,748,347 and 23,763,797 Limited Partner OP Units issued
and outstanding as of December 31, 2016 and December 31, 2015, respectively
Total partners’ equity
Non-controlling interests
Total equity
Total liabilities and equity
$
$
$
$
$
$
$
2,895,625
10,644,296
2,044,521
15,584,442
2,331,643
13,252,799
46,077
39,455
47,215
22,764
256,452
45,018
24,609
330,705
1,462,203
21,349
38,928
15,587,574
2,671,106
2,226,224
973,340
496,578
224,023
146,137
68,039
162,578
16
6,968,041
3,120,653
11,445,690
2,218,378
16,784,721
1,778,597
15,006,124
56,824
46,312
53,304
24,238
69,103
59,767
50,779
303,637
1,656,374
60,633
18,771
17,405,866
3,111,985
2,536,333
962,894
1,448,590
251,692
151,877
87,490
140,816
230
8,691,907
853,821
925,569
7,593,540
7,598,418
3,171
3,315
166,598
8,617,130
2,403
8,619,533
15,587,574
$
184,800
8,712,102
1,857
8,713,959
17,405,866
The accompanying notes are an integral part of these statements.
F-13
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
Revenues:
Rental income
Direct financing lease income
Operating expense reimbursements
Cole Capital revenue
Total revenues
Operating expenses:
Cole Capital reallowed fees and commissions
Acquisition related (1)
Litigation, merger and other non-routine costs, net of insurance recoveries (2)
Property operating
Management fees to affiliates
General and administrative (3)
Depreciation and amortization
Impairments
Total operating expenses
Operating income (loss)
Other (expense) income:
Interest expense
(Loss) gain on extinguishment and forgiveness of debt, net
Other income, net
Reserve for loan loss
Equity in income (loss) and gain on disposition of unconsolidated entities
Loss on derivative instruments, net
Total other expenses, net
Loss before taxes and real estate dispositions
Gain (loss) on disposition of real estate and held for sale assets, net
Loss before taxes
Benefit from income taxes
Net loss
Net loss (income) attributable to non-controlling interests (4)
Net loss attributable to the OP
Basic and diluted net loss per unit attributable to common unitholders
Distributions declared per common unit
_______________________________________________
Year Ended December 31,
2016
2015
2014
$
1,227,937
$
1,339,787
$
1,271,574
2,055
105,455
119,376
1,454,823
23,174
1,321
3,884
144,428
—
136,608
788,186
303,751
2,720
98,628
114,882
1,556,017
16,195
6,243
33,628
130,855
—
149,066
847,611
305,094
3,603
100,522
203,558
1,579,257
66,228
38,940
199,616
137,741
13,888
167,428
916,003
409,991
1,401,352
53,471
1,488,692
67,325
1,949,835
(370,578)
(317,376)
(358,392)
(771)
6,035
—
9,783
(1,191)
(303,520)
(250,049)
45,524
(204,525)
3,701
4,812
6,439
(15,300)
9,092
(1,460)
(354,809)
(287,484)
(72,311)
(359,795)
36,303
(452,648)
(21,869)
88,596
—
(76)
(10,570)
(396,567)
(767,145)
(277,031)
(1,044,176)
33,264
(200,824)
(323,492)
(1,010,912)
14
(1,274)
154
(200,810) $
(324,766) $
(1,010,758)
(0.29) $
0.55
$
(0.43) $
0.28
$
(1.36)
1.03
$
$
$
(1)
(2)
(3)
Includes $1.7 million of expenses paid to affiliates of the Former Manager (as defined in Note 1 – Organization) for the year ended December 31, 2014. No
such expenses were incurred during the years ended December 31, 2016 and 2015.
Includes $137.8 million of expenses paid to affiliates of the Former Manager (as defined in Note 1 – Organization) for the year ended December 31, 2014.
No such expenses were incurred during the years ended December 31, 2016 and 2015.
Includes $16.1 million of expenses paid to affiliates of the Former Manager (as defined in Note 1 – Organization) for the year ended December 31, 2014.
No such expenses were incurred during the years ended December 31, 2016 and 2015.
(4) Represents loss (income) attributable to consolidated joint venture partners.
The accompanying notes are an integral part of these statements.
F-14
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Year Ended December 31,
2016
2015
2014
$
(200,824) $
(323,492)
(1,010,912)
(7,685)
(15,694)
(16,448)
9,397
(2,271)
—
(559)
(201,383)
14
11,706
(997)
110
(4,875)
9,446
9,716
(7,652)
(4,938)
(328,367)
(1,274)
(1,015,850)
154
(329,641) $ (1,015,696)
Net loss
Other comprehensive loss:
Unrealized loss on interest rate derivatives
Reclassification of previous unrealized loss on interest rate derivatives
into net loss
Unrealized (loss) gain on investment securities, net
Reclassification of previous unrealized loss (gain) on investment
securities into net loss as other income, net
Total other comprehensive loss
Total comprehensive loss
Comprehensive loss (income) attributable to non-controlling interests (1)
Total comprehensive loss attributable to the OP
$
(201,369) $
_______________________________________________
(1) Represents loss (income) attributable to consolidated joint venture partners.
The accompanying notes are an integral part of these statements.
F-15
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F
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Issuance of OP Units
Depreciation and amortization
(Gain) loss on real estate assets and joint venture, net
Impairments
Reserve for loan loss
Equity-based compensation
Equity in income of unconsolidated entities
Distributions from unconsolidated entities
Loss on derivative instruments
(Gain) on investment securities
Loss (gain) on extinguishment and forgiveness of debt, net
Note receivable issued in legal settlement
Changes in assets and liabilities:
Investment in direct financing leases
Rent and tenant receivables and other assets, net
Due from affiliates
Accounts payable and accrued expenses
Deferred rent, derivative and other liabilities
Due to affiliates
Net cash provided by operating activities
Cash flows from investing activities:
Investments in real estate assets
Acquisition of real estate businesses, net of cash acquired
Capital expenditures and leasing costs
Real estate developments
Principal repayments received from borrowers
Investments in unconsolidated entities
Proceeds from disposition of real estate and joint venture
Investment in leasehold improvements and other assets
Proceeds from sale of investments and other assets
Deposits for real estate assets
Uses and refunds of deposits for real estate assets
Line of credit advances to affiliates
Line of credit repayments from affiliates
Investment in mortgage notes receivable
Change in restricted cash
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from mortgage notes payable
Payments on mortgage notes payable and other debt, including extinguishment costs
Proceeds from credit facility
Payments on credit facility
Proceeds from corporate bonds
Payments on corporate bonds, including extinguishment costs
Payments of deferred financing costs
Proceeds from 2016 Term Loan
Repayment of 2016 Term Loan
Redemption of Series D Preferred Stock
Repurchases of common units to settle tax obligations
Proceeds from the issuance of Common Units, net of underwriters’ discount
Payments of equity issuance costs
F-18
Year Ended December 31,
2016
2015
2014
$
(200,824) $
(323,492)
(1,010,912)
—
806,548
(55,722)
303,751
—
10,728
415
4,013
1,191
—
771
—
3,976
(52,626)
(416)
(3,323)
(17,740)
(214)
800,528
(100,194)
—
(16,568)
(17,411)
5,417
(25,777)
1,000,700
(2,259)
—
(17,856)
13,305
(10,300)
50,000
—
11,136
890,193
3,112
(333,409)
1,033,000
(1,993,000)
1,000,000
(1,311,203)
(19,872)
300,000
(300,000)
—
(4,652)
702,765
(280)
—
866,549
65,582
305,094
15,300
14,500
(2,361)
11,352
1,460
(65)
(4,812)
—
2,035
(62,356)
25,489
(999)
(45,934)
(329)
867,013
(36,319)
—
(18,569)
(57,682)
6,921
—
1,009,107
(1,911)
392
(16,542)
48,702
(10,000)
10,000
—
(1,504)
932,595
1,445
(184,504)
60,000
(1,784,000)
—
—
(2,436)
—
—
—
(2,227)
—
—
92,884
1,007,164
277,031
409,991
—
31,861
77
8,335
10,570
(6,357)
(14,012)
(15,300)
1,597
(97,125)
(32,821)
(16,279)
(99,930)
(43,887)
502,887
(3,539,906)
(756,232)
(34,687)
(72,515)
77,614
(2,500)
1,598,767
(11,890)
159,752
(265,372)
347,971
(125,000)
81,100
(2,952)
(8,606)
(2,554,456)
1,010,219
(1,255,506)
5,824,000
(5,918,800)
2,545,760
—
(116,373)
—
—
(316,126)
(7,690)
1,656,000
(60,955)
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
Contributions from non-controlling interest holders
Distributions paid
Windfall tax benefits related to equity-based compensation
Net cash (used in) provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Year Ended December 31,
2015
2014
2016
675
(580,508)
—
(1,503,372)
187,349
69,103
256,452
$
—
(235,494)
—
(2,147,216)
(347,608)
416,711
69,103
$
$
982
(950,414)
4,458
2,415,555
363,986
52,725
416,711
The accompanying notes are an integral part of these statements.
F-19
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016
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. VEREIT Operating
Partnership, L.P. (together with its subsidiaries, the “Operating Partnership” or 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.
The Company is a full-service real estate operating company with investment management capabilities that operates through
two reportable segments, its real estate investment (“REI”) segment and its investment management segment, Cole Capital® (“Cole
Capital”), as further discussed in Note 3 – Segment Reporting. Through the REI segment, the Company owns and actively manages
a diversified portfolio of retail, restaurant, office and industrial real estate properties subject to long-term net leases with creditworthy
tenants. The Company actively manages its portfolio considering a number of metrics including property type, concentration and
key economic factors for appropriate balance and diversity. Through the Cole Capital segment, the Company is responsible for
raising capital for and managing the affairs of the Cole REITs® (as defined in Note 3 – Segment Reporting) 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. Cole Capital receives compensation and
reimbursement for performing these services. To support both reportable segments, the Company employs a shared services model
pursuant to which its personnel are integral in providing, among other things, transactional and operational functions to the
Company’s owned portfolio and the Cole REITs.
Substantially all of the REI segment’s operations are conducted through the OP. VEREIT is the sole general partner and holder
of 97.6% of the common equity interests in the OP as of December 31, 2016 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”). Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding units of limited
partner interests in the OP (“OP Units”) for a period of one year, unless an earlier redemption is otherwise consented to by VEREIT,
holders of OP Units have the right to redeem the OP Units for the cash value of a corresponding number of shares of VEREIT’s
Common Stock or, at the option of VEREIT, a corresponding number of shares of VEREIT’s Common Stock. 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.
Substantially all of the Cole Capital segment’s operations are conducted through Cole Capital Advisors, Inc. (“CCA”), an
Arizona corporation and a wholly owned subsidiary of the OP. CCA is treated as a taxable REIT subsidiary (“TRS”) under Section
856 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
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 substantially 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 issued to the General
Partner are referred to as General Partner OP Units. OP Units issued to parties other than the General Partner are referred to as
Limited Partner OP Units. 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.
Prior to January 8, 2014, the Company was externally managed by ARC Properties Advisors, LLC (the “Former Manager”)
on a day-to-day basis, with the exception of certain acquisition, accounting and portfolio management activities which were
performed by the Company’s employees. In August 2013, the General Partner’s board of directors determined that it was in the
best interests of the Company and its stockholders to become self-managed, and the Company completed its transition to self-
management on January 8, 2014.
F-20
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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”).
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its subsidiaries and consolidated joint venture
arrangements (the “Consolidated Joint Ventures”). The portions of the Consolidated Joint Ventures not owned by the Company
are presented as non-controlling interests 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,
certain third parties have been issued OP 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 difference between the fair value of shares of Common Stock
issued and the carrying value of the OP Units converted is recorded as a component of equity. As of December 31,
2016 and December 31, 2015, there were approximately 23.75 million and 23.76 million Limited Partner OP Units 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.
In October 2016, the U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update, (“ASU”) No.
2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control (“ASU 2016-17”),
which changes how a single decision maker will consider its indirect interests when performing the primary beneficiary analysis
under the VIE model. Under ASU 2015-02 “Consolidation (Topic 810), Amendments to the Consolidation Analysis,” a single
decision maker was required to consider an indirect interest held by a related party under common control in its entirety. Under
ASU 2016-17, the single decision maker will consider the indirect interest on a proportionate basis. ASU 2016-17 does not change
the characteristics of a primary beneficiary in the VIE model. The amendments of ASU 2016-17 are effective for reporting periods
beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact this amendment
will have on its consolidated financial statements.
Reclassification
As described below, the following items previously reported have been reclassified to conform with the current period’s
presentation.
The land and construction in progress line item from prior periods has been combined into the buildings, fixtures and
improvements caption in the consolidated balance sheets. Equity in income of unconsolidated joint ventures previously included
F-21
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
in other income, net in the consolidated statements of operations has been included in a separate caption entitled equity in income
(loss) and gain on disposition of unconsolidated entities. Gain (loss) on investment securities previously included as a separate
caption in the consolidated statements of operations, has been included in other income, net in the consolidated statements of
operations.
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, loans held for investment, program development costs, allocation of purchase price of business
combinations and income taxes as well as the consolidation of equity investments.
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.
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. Furthermore, the Company will allocate goodwill to the cost basis of an asset upon held
for sale classification. 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 5 – Real Estate Investments for 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.
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 (loss)
and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 5 – Real Estate Investments
for further discussion on investments in Unconsolidated Joint Ventures.
F-22
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Cole REITs
As of December 31, 2016 and 2015, the Company owned equity investments in the Cole REITs, as defined in Note 3 – Segment
Reporting. 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 18 – Related Party Transactions
and Arrangements for further discussion on the Cole REITs.
Allocation of Purchase Price of Business Combinations including Acquired Properties
In accordance with the guidance for business combinations, the Company determines whether a transaction or other event is
a business combination. If the transaction is determined to be a business combination, the Company determines if the transaction
is considered to be between entities under common control. The acquisition of an entity under common control is accounted for
on the carryover basis of accounting whereby the assets and liabilities of the acquired company are recorded on the same basis as
they were carried by the acquired company on the merger date. All other business combinations are accounted for by applying the
acquisition method of accounting. Under the acquisition method, the Company recognizes the identifiable assets acquired, the
liabilities assumed and any non-controlling interest in the acquired entity at fair value. In addition, the Company evaluates the
existence of goodwill or a gain from a bargain purchase.
The Company allocates the purchase price of acquired properties that constitute a business under U.S. GAAP and businesses
accounted for under the acquisition method of accounting to tangible and identifiable intangible assets and liabilities acquired
based on their respective 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 making estimates of 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 income over the remaining terms of the respective leases. Below-market leases
are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal
periods.
The fair value of investments and debt are valued using techniques consistent with those disclosed in Note 10 – Fair Value
Measures, depending on the nature of the investment or debt. The fair value of all other assumed assets and liabilities is based on
the best information available.
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
F-23
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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 the event the Company disposes of a property, or classifies a property as an asset held for sale, that constitutes a business
under U.S. GAAP, the Company will allocate a portion of the REI segment’s goodwill to that property in determining the gain or
loss on the disposal of the property. The amount of goodwill allocated to the business will be based on the relative fair value of
the business to the fair value of the reporting unit. The REI segment and the Cole Capital segment each comprise one 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.
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 detail in Note 10 – Fair Value Measures. See also Note 5 – Real Estate Investments
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, by reporting unit, may not be recoverable. The Company’s annual testing date is during the fourth
quarter. The Company tests goodwill for impairment by first comparing the carrying value of net assets to the fair value of each
reporting unit. If the fair value is determined to be less than the carrying value or if qualitative factors indicate that it is more likely
than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the
fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units 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 10 – Fair Value Measures. Goodwill activity by segment is also discussed in Note 4 – Goodwill and
Other Intangibles.
Intangible Assets
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 tests 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 will adjust the intangible
assets to their respective fair values and recognize an impairment loss.
The Company’s intangible assets primarily consist of management and advisory contracts that the Company has with certain
Cole REITs. The Company will estimate the fair value of the intangible assets using a discounted cash flow model specific to the
applicable Cole REITs. The evaluation of intangible assets 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
F-24
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
financial results. The assumptions and uncertainties utilized in the evaluation of the impairment of intangibles are discussed in
detail in Note 10 – Fair Value Measures. Intangible assets are also discussed in Note 4 – Goodwill and Other Intangibles.
Investment in Unconsolidated Entities
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 entities. If an event or change in circumstance has
occurred, the Company is required to evaluate its investment in the unconsolidated entity 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 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, 2016, 2015 or 2014.
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. No impairments of leasehold improvements and property and equipment were identified
during the years ended December 31, 2016, 2015 or 2014.
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 $45.0 million and $59.8 million, respectively, in restricted cash as of December 31, 2016 and December 31,
2015. 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, 2016 was $40.7 million in lender reserves and $4.3 million held in restricted
lockbox accounts. Included in restricted cash at December 31, 2015 was $47.9 million in lender reserves and $11.9 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 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.
F-25
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Mortgage Notes Receivable
The Company classifies its mortgage notes receivable as long-term investments as the Company intends to hold the mortgage
notes receivable for the foreseeable future or until maturity. Mortgage notes receivable investments are carried on the Company’s
consolidated balance sheets at amortized cost (unpaid principal balance adjusted for unearned discount or premium and mortgage
notes receivable origination fees), net of any allowance for mortgage notes receivable losses. Discounts or premiums and mortgage
notes receivable origination fees are amortized as a component of interest income using the effective interest method over the life
of the respective mortgage notes receivable. From time to time, the Company may determine to sell a mortgage note receivable
in which case it must reclassify the asset as held for sale. Mortgage notes receivable held for sale are carried at the lower of cost
or estimated fair value. The Company also evaluates its mortgage notes receivable for possible impairment on a quarterly basis,
as discussed in Note 8 – Mortgage Notes Receivable.
Commercial Mortgage-Backed Securities
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), a component of
stockholders’ equity. Any premiums or discounts on securities 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 than the Company’s cost are deemed impaired and, therefore, must be measured 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, 2016,
the Company had no other-than-temporary impairment losses. See Note 7 – Investment Securities, at Fair Value for further
discussion.
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 be completed.
Convertible Debt
The Company has an outstanding aggregate balance of $1.0 billion related to the Convertible Notes (as defined in Note 11 –
Debt). The 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 Convertible Notes are accounted for as a liability with a separate equity component recorded for
the conversion option. A liability was recorded for the 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 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 Convertible Notes.
F-26
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Derivative Instruments
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its
borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against
declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements
is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific
anticipated transactions.
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, 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) to the extent that it is effective. Any ineffective portion of a derivative’s change in fair value will be immediately recognized
in earnings.
Revenue Recognition – REI
The Company’s revenues, which primarily consist of rental income and include rents that each tenant pays in accordance with
the terms of each lease reported on a straight-line basis over the initial non-cancelable term of the lease, are recognized when
earned and collectability is reasonably assured. When the Company acquires a property, the term of each existing lease is 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 9 – 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. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of
December 31, 2016 and December 31, 2015, the Company had $57.6 million and $67.2 million, respectively, of deferred rental
income, which is included in deferred rent, derivative and other liabilities in the consolidated balance sheets.
The Company continually reviews receivables related to rent and unbilled rent receivables 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. In the event that the collectability
of a receivable is uncertain, the Company will record an increase in the allowance for uncollectible accounts in the consolidated
balance sheets and in the consolidated statements of operations as a reduction to rental income. As of December 31, 2016 and
December 31, 2015, the Company maintained an allowance for uncollectible accounts of $6.0 million and $6.6 million, respectively.
Revenue Recognition – Cole Capital
Revenue includes 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 records dealer manager fees, excluding those related
to INAV (as defined in Note 3 – Segment Reporting), 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 are recorded as revenue
when the fees are fixed or determinable. The Company records revenue related to acquisition and financing coordination fees upon
F-27
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
completion of a transaction and advisory, asset and property management fees as services are performed. The Company is also
reimbursed for certain costs incurred in providing these services. Securities sales commissions and dealer manager reimbursements
are recorded as revenue as the expenses are incurred, as long as reimbursement is reasonably assured. The Company, in its sole
discretion, may reallow all or a portion of its 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 reallows 100% of selling
commissions earned to participating broker-dealers. Refer to Note 18 – Related Party Transactions and Arrangements for further
discussion. In addition, the Company earns property management, asset management and disposition fees from certain joint ventures
and other real estate programs.
Contingent Rental Income
The Company owns certain properties that have associated leases that require the tenant to pay contingent rental income based
on a percentage of the tenant’s sales after the achievement of certain sales thresholds, which may be monthly, quarterly or annual
targets. As a lessor, the Company defers the recognition of contingent rental income until the specified target that triggers the
contingent rental income is achieved, or until such sales upon which percentage rent is based are known.
Program Development Costs
The Company pays for organization, registration and offering expenses associated with the sale of common stock of the Cole
REITs, as further discussed in Note 18 – Related Party Transactions and Arrangements. The reimbursement of these expenses by
the Cole REITs is limited to a certain percentage of the proceeds raised from their offerings, in accordance with their respective
advisory agreements and charters. Such expenses paid by the Company on behalf of the Cole REITs in excess of these limits that
are expected to be collected are recorded as program development costs, which are included in rent and tenant receivables and
other assets, net on the consolidated balance sheets. The Company assesses the collectability of the program development costs,
considering the offering period and historical and forecasted sales of shares under the Cole REITs’ respective offerings and reserves
for any balances considered not collectible. Additional reserves are generally recorded if actual proceeds raised from the offerings
and corresponding program development costs incurred differ from management’s assumptions.
Acquisition Related Expenses and Litigation, Merger and Other Non-routine Costs
All costs incurred as a result of a business combination are classified as acquisition related expenses or other non-routine
transaction related expenses and expensed as incurred. Acquisition related expenses include legal and other transaction related
costs incurred in connection with self-originated acquisitions, including purchases of portfolios. In addition, indirect costs, such
as internal salaries, that are tracked and documented in a manner that clearly indicates that the activities driving the cost directly
relate to activities necessary to complete, or effect, self-originating purchases are classified as acquisition related expenses.
Similar costs incurred in relation to mergers (which are not considered self-originating purchases) and litigation resulting
therefrom and other non-routine transactions are included in litigation, merger and other non-routine costs, net of insurance
recoveries in the consolidated statements of operations. The Company has also incurred legal fees and other costs associated with
the investigation conducted by the audit committee (the “Audit Committee”) of the General Partner’s board of directors (the “Audit
Committee Investigation”) and the litigations and investigations resulting therefrom, which are considered non-routine. The
Company has directors’ and officers’ insurance and the insurance carriers have paid certain defense costs subject to standard
reservation of rights under the respective policies.
F-28
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Litigation, merger and other non-routine costs, net of insurance recoveries include the following costs (amounts in thousands):
Merger related costs:
Strategic advisory services
Transfer taxes
Legal fees and expenses
Personnel costs and other reimbursements
Multi-tenant spin off
Other fees and expenses
Litigation and other non-routine costs:
Post-transaction support services
Subordinated distribution fee
Audit Committee Investigation and related matters (2)
Furniture, fixtures and equipment
Legal fees and expenses
Personnel costs and other reimbursements
Other fees and expenses
Total costs incurred
Insurance recoveries
Total
Year Ended December 31,
2016
2015
2014
$
— $
— $
35,765
562
—
—
—
—
—
—
24,207
—
311
—
—
25,080
(21,196)
3,884
$
(2,509) (1)
—
—
—
—
—
—
44,242
—
2,704 (3)
—
632
45,069
(11,441)
33,628
$
$
5,109
5,464
751
7,450
1,676
14,251
78,244
17,660
14,085
8,216
2,718
9,016
200,405
(789)
199,616
___________________________________
(1) The negative balance for the year ended December 31, 2015 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred.
Includes all fees and costs associated with the previously-announced investigation conducted by the Audit Committee and various litigations and investigations
(2)
prompted by the results of the Audit Committee Investigation, including fees and costs incurred pursuant to the Company’s advancement obligations.
(3) For the year ended December 31, 2015, legal fees and expenses primarily relate to fees incurred in connection with a legal matter resolved in early 2014.
Due from Affiliates
The Company receives or may be entitled to receive 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 18 –
Related Party Transactions and Arrangements for further explanation.
Equity-based Compensation
The Company has an equity-based incentive award 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 17 – Equity-based Compensation for additional information
on these plans.
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 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
The Company has concluded that it has two reportable segments as it has organized its operations into two segments for
management and internal financial reporting purposes, REI and Cole Capital. The identification of reportable segments requires
the Company’s management to exercise certain judgments. Refer to Note 3 – Segment Reporting for further discussion.
F-29
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (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. 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.
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 account 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, 2016, 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, 2012 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 conducts substantially all of its Cole Capital segment 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, Puerto Rico and Canada and, as a result, it files income tax returns in the U.S. federal jurisdiction, the Canadian
federal jurisdiction 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.
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
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.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes
the revenue recognition requirements in Revenue Recognition, Accounting Standards Codification (“ASC”) (Topic 605) and
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. In August 2015,
an amendment to ASU 2014-09, ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective
Date (“ASU 2015-14”), was issued to defer the effective date for all entities by one year. For public business entities, certain not-
for-profit entities and certain employee benefit plans, the guidance should be applied to annual reporting periods beginning after
December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of
annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting
period. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company
is currently assessing the adoption methodology. In accordance with the Company’s plan for the adoption of ASU 2014-09, the
Company’s implementation team has identified the Company’s revenue streams and is performing an in-depth review of the
Company’s revenue contracts to identify the related performance obligations and to evaluate the impact on the Company’s financial
statements and internal accounting processes and controls. As the majority of the Company’s revenue is derived from real estate
lease contracts, as discussed in relation to ASU 2016-02 Leases (Topic 842) (“ASU 2016-02”), the Company does not expect that
the adoption of ASU 2014-09 will have a material impact on its consolidated financial statements.
F-30
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Subtopic 825-10), which requires all equity
investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted
for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also
require an entity to present separately in other comprehensive income, the portion of the total change in the fair value of a liability
resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in
accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate
presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet
or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years, and interim
periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact that this new
guidance will have on its consolidated financial statements.
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. 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. The Company’s implementation
team is developing an inventory of all leases, as well as identifying any non-lease components in the lease arrangements, and
evaluating the impact to the Company, both as lessor and lessee, and its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting
Relationships (Topic 815). The amendments in this update clarify that a change in the counterparty to a derivative instrument that
has been designated as a hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided
that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December
15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company plans to adopt prospectively
and will consider for any future novations.
In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvement to Employee
Share-Based Payment Accounting (“ASU 2016-09”), which affects entities that issue share-based payment awards to their
employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions
including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of
cash flows and forfeiture rate calculations. The guidance will be effective for annual reporting periods beginning after December
15, 2016 and interim periods within those fiscal years with early adoption permitted. The Company elected to early adopt this
guidance during the first quarter of 2016, which did not have a material effect on the Company’s consolidated financial statements.
In connection with the adoption, the Company modified the consolidated statement of changes in equity to include the line item
cumulative-effect adjustment for equity-based compensation forfeitures, which represents application of the accounting change
on a modified retrospective basis.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU
2016-13 is intended to improve financial reporting by requiring more timely recording 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 2016-13 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 2016-13 is
effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal
years, and interim periods within, beginning after December 15, 2018. The Company is currently evaluating the impact this
amendment will have 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. The amendments in ASU 2016-15 address eight specific
cash flow issues as well as application of the predominance principle (dependence on predominant source or use of receipt or
payment) and are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods
within those fiscal years with early adoption permitted. ASU 2016-15 requires retrospective adoption unless it is impracticable to
F-31
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company plans to adopt ASU 2016-15
during the fourth quarter of fiscal year 2017.
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
is currently evaluating the impact this amendment will have on its consolidated financial statements.
In January 2017, the FASB issued 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 (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 plans to adopt ASU 2017-01 during the
first quarter of fiscal year 2017 and expects that most future acquisitions (or disposals) will qualify as asset acquisitions (or
disposals). As such, future acquisition related expenses associated with these asset acquisitions will be capitalized and the REI
segment’s goodwill will no longer be allocated to these asset dispositions at the time the asset is classified as held for sale or upon
disposition in determining the gain or loss on disposition and held for sale.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Others (Topic 350): Simplifying the Test for
Goodwill Impairment (“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 annual periods beginning after December 15, 2019, and interim periods within those fiscal
years, with early adoption is permitted. The Company is currently evaluating the impact this amendment will have on its consolidated
financial statements.
Note 3 – Segment Reporting
The Company has organized its operations into two segments for management and internal financial reporting purposes, REI
and Cole Capital, as further discussed below.
REI – Through its REI segment, the Company owns and actively manages a diversified portfolio of retail, restaurant, office
and industrial real estate properties subject to long-term net leases with creditworthy tenants. As of December 31, 2016, the
Company owned 4,142 properties comprising 93.3 million square feet of retail and commercial space located in 49 states, Puerto
Rico and Canada, which includes properties owned through consolidated joint ventures. The rentable space at these properties was
98.3% leased with a weighted-average remaining lease term of 9.9 years. In addition, as of December 31, 2016, the Company
owned eight CMBS and nine mortgage notes receivable.
Cole Capital – Through its Cole Capital segment, the Company is responsible for managing the day-to-day affairs of 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”), Cole Credit Property Trust V, Inc.
(“CCPT V”); and other real estate offerings in registration (collectively with CCPT IV, INAV, CCIT II, CCIT III and CCPT V, the
“Cole REITs”), raising capital for those Cole REITs in offering, 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. Cole Capital serves as the dealer manager and distributes shares of common stock for certain Cole REITs and advises
them regarding offerings, manages relationships with participating broker-dealers and financial advisors and provides assistance
in connection with compliance matters relating to the offerings. Cole Capital receives compensation and reimbursement for services
relating to the Cole REITs’ offerings and the investment, management, financing and disposition of their respective assets, as
applicable. Cole Capital also develops new REIT offerings and assists in obtaining regulatory approvals from the SEC, the Financial
Industry Regulatory Authority, Inc. and various blue sky jurisdictions for such offerings. See Note 18 – Related Party Transactions
and Arrangements for further discussion on the Cole REITs.
F-32
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The Company allocates certain operating expenses, such as legal fees, employee related costs and benefits and general overhead
expenses between its operating segments. The following tables present a summary of the comparative financial results and total
assets for each segment (in thousands):
REI segment:
Revenues:
Rental income
Direct financing lease income
Operating expense reimbursements
Total real estate investment revenues
Operating expenses:
Acquisition related
Litigation, merger and other non-routine costs, net of insurance recoveries
Property operating
Management fees to affiliates
General and administrative
Depreciation and amortization
Impairment of real estate
Total operating expenses
Operating income (loss)
Other (expense) income:
Interest expense
(Loss) gain on extinguishment and forgiveness of debt, net
Other income, net
Reserve for loan loss
Equity in income (loss) and gain on disposition of unconsolidated entities
Loss on derivative instruments, net
Total other expenses, net
Loss before taxes and real estate dispositions
Gain (loss) on disposition of real estate and held for sale assets, net
Loss before taxes
Provision for income taxes
Net loss
Year Ended December 31,
2016
2015
2014
$
1,227,937
$
1,339,787
$
1,271,574
2,055
105,455
2,720
98,628
3,603
100,522
1,335,447
1,441,135
1,375,699
1,257
3,884
144,428
—
51,265
756,314
182,820
5,649
33,628
130,855
—
64,691
817,477
91,755
35,578
197,647
137,741
13,888
76,261
844,743
100,547
1,139,968
195,479
1,144,055
297,080
1,406,405
(30,706)
(317,376)
(771)
5,289
—
9,783
(1,191)
(304,266)
(108,787)
45,524
(63,263)
(6,110)
(69,373) $
(358,392)
4,812
3,953
(15,300)
9,092
(1,460)
(357,295)
(60,215)
(72,311)
(132,526)
(3,569)
(136,095) $
(452,648)
(21,869)
85,975
—
(76)
(10,570)
(399,188)
(429,894)
(277,031)
(706,925)
(7,313)
(714,238)
$
F-33
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Cole Capital segment:
Revenues:
Offering-related fees and reimbursements
Transaction service fees and reimbursements
Management fees and reimbursements
Total Cole Capital revenues
Operating expenses:
Cole Capital reallowed fees and commissions
Acquisition related
Litigation, merger and other non-routine costs, net of insurance recoveries
General and administrative
Depreciation and amortization
Impairments
Total operating expenses
Operating loss
Total other income, net
Loss before income taxes
Benefit from income taxes
Net loss
Total Company:
Total revenues
Total operating expenses
Total other expense, net
Net loss
REI segment
Cole Capital segment
Total Company
Note 4 – Goodwill and Other Intangibles
Goodwill
Year Ended December 31,
2016
2015
2014
$
36,533
$
24,410
$
12,959
69,884
119,376
23,174
64
—
85,343
30,109
60,363
114,882
16,195
594
—
84,375
31,872
120,931
261,384
(142,008)
746
(141,262)
9,811
(131,451) $
30,134
213,339
344,637
(229,755)
2,486
(227,269)
39,872
(187,397) $
$
87,109
64,956
51,493
203,558
66,228
3,362
1,969
91,167
71,260
309,444
543,430
(339,872)
2,621
(337,251)
40,577
(296,674)
$
1,454,823
1,556,017
$
1,579,257
$ (1,401,352) $ (1,488,692) $ (1,949,835)
(396,567)
(354,809) $
$
(323,492) $ (1,010,912)
$
(303,520) $
(200,824) $
$
Total Assets
December 31, 2016
15,337,623
$
249,951
15,587,574
$
December 31, 2015
16,966,729
$
439,137
17,405,866
$
In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net
assets acquired. The goodwill recorded as a result of the merger of Cole Real Estate Investments, Inc. (“Cole”) with and into a
wholly owned subsidiary of the Company (the “Cole Merger”) was allocated between the Company’s two segments, the REI
segment and the Cole Capital segment. The REI segment and the Cole Capital segment each comprise one reporting unit. For
discussion regarding the Company’s policies on goodwill allocation for future acquisitions and dispositions, please see Note 2 –
Summary of Significant Accounting Policies.
The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change
that indicate the carrying value, by reporting unit, may not be recoverable. The analysis performed for the annual goodwill test
during the years ended December 31, 2016, 2015 and 2014 resulted in impairment charges of $120.9 million, $139.7 million and
$223.1 million, respectively, in the Cole Capital reporting unit. See Note 10 – Fair Value Measures for a discussion of the Company’s
fair value measurements regarding goodwill and intangible assets.
F-34
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The following table summarizes the Company’s goodwill activity by segment from January 1, 2015 to December 31, 2016
(in thousands):
Balance, January 1, 2015
Goodwill allocated to dispositions and held for sale assets (1)
Impairment
Balance, December 31, 2015
Goodwill allocated to dispositions and held for sale assets (1) (2)
Impairment
Balance as of December 31, 2016
_______________________________________________
REI Segment
1,509,396
(98,765)
—
1,410,631
(73,240)
—
1,337,391
$
$
$
Cole Capital Segment
385,398
$
—
(139,655)
245,743
—
(120,931)
124,812
$
$
Consolidated
1,894,794
(98,765)
(139,655)
1,656,374
(73,240)
(120,931)
1,462,203
$
$
$
(1)
(2)
Included in gain (loss) on disposition of real estate and held for sale assets, net, in the consolidated statement of operations.
Includes $71.0 million of goodwill allocated to the cost basis of properties disposed of and classified as held for sale as discussed in Note 5 – Real Estate
Investments and $2.3 million of goodwill allocated to the cost basis of two properties foreclosed upon as discussed in Note 11 – Debt during the year ended
December 31, 2016.
Intangible Assets
The intangible assets primarily consisted of management and advisory contracts that the Company has with certain Cole
REITs, which are subject to an estimated remaining useful life of approximately three years.
In connection with the annual goodwill impairment test, the fair value of the intangible assets were analyzed during the three
months ended December 31, 2016. Based on this analysis, the Company concluded that the fair value of the intangible assets
exceeded the carrying value and no impairment charge was recorded. The Company recorded $26.2 million of amortization expense
related to the intangible assets during the year ended December 31, 2016. The Company recorded $25.9 million of amortization
expenses related to the intangible assets for the year ended December 31, 2015. The estimated amortization expense is expected
to be $16.6 million and $4.0 million for the years ending December 31, 2017 and 2018, respectively, and $3.8 million for the nine
months ending September 30, 2019. See Note 10 – Fair Value Measures for a discussion of the Company’s fair value measurements
regarding goodwill and intangible assets. The intangible assets were $24.6 million and $50.8 million, net of accumulated
amortization of $29.6 million and $3.4 million, respectively, as of December 31, 2016 and December 31, 2015.
Intangible Lease Assets and Liabilities
Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2016 and 2015 (amounts
in thousands, except weighted-average useful life):
Intangible lease assets:
In-place leases, net of accumulated amortization of $494,131 and
$398,770, respectively
Leasing commissions, net of accumulated amortization of $1,836
and $1,035, respectively
Above-market lease assets and deferred lease incentives, net of
accumulated amortization of $69,670 and $47,041, respectively
Total intangible lease assets, net
Intangible lease liabilities:
Below-market leases, net of accumulated amortization of $56,891
and $38,340, respectively
Weighted-Average
Useful Life
December 31, 2016
December 31, 2015
14.8
9.9
16.5
18.0
$
1,192,756
$
1,458,354
10,231
4,872
275,897
1,478,884
$
308,306
1,771,532
224,023
$
251,692
$
$
F-35
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The following table provides the projected amortization expense and adjustments to rental income related to the intangible
lease assets and liabilities for the next five years as of December 31, 2016 (amounts in thousands):
2017
2018
2019
2020
2021
In-place leases:
Total projected to be included in amortization expense
$ 146,814
$ 134,960
$ 124,008
$ 115,862
$ 106,889
Leasing commissions:
Total projected to be included in amortization expense
1,124
936
862
821
772
Above-market lease assets and deferred lease incentives:
Total projected to be deducted from rental income
24,745
24,243
22,330
21,894
21,377
Below-market lease liabilities:
Total projected to be included in rental income
20,100
19,773
19,040
17,856
16,501
Note 5 – Real Estate Investments
The Company acquired controlling financial interests in eight commercial properties for a purchase price of $100.2 million
during the year ended December 31, 2016 (the “2016 Acquisitions”). The Company recorded revenue for the year ended December
31, 2016 of $2.1 million and net income of $0.5 million related to the 2016 Acquisitions.
During the year ended December 31, 2015, the Company acquired controlling interests in 16 commercial properties, including
nine land parcels, for an aggregate purchase price of $36.3 million (the “2015 Acquisitions”). The Company recorded revenue for
the year ended December 31, 2015 of $1.2 million and net income of $0.4 million related to the 2015 Acquisitions.
During the year ended December 31, 2014, the Company acquired controlling interests in 1,107 commercial properties,
including a sale-leaseback transaction of 522 Red Lobster® restaurants and 20 other branded restaurant properties and 31 land
parcels (the “2014 Acquisitions”), but excluding the properties acquired in the Cole Merger, CCPT Merger and the ARCT IV
Merger, for an aggregate purchase price of $3.8 billion.
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods
presented (in thousands):
Real estate investments, at cost:
Land
Buildings, fixtures and improvements
Total tangible assets
Acquired intangible assets:
In-place leases (1)
Above-market leases (2)
Assumed intangible liabilities:
Below-market leases (3)
Fair value adjustment of assumed notes payable
Total purchase price of assets acquired
Mortgage notes payable assumed
Cash paid for acquired real estate investments
____________________________________
Year Ended December 31,
2016
2015
2014
$
$
$
$
23,187
67,865
91,052
5,051
28,643
33,694
$
808,930
2,505,409
3,314,339
9,613
—
2,580
153
545,389
112,484
(471)
—
100,194
—
100,194
$
$
(108)
—
36,319
—
36,319
(107,185)
(23,589)
$ 3,841,438
(301,532)
$ 3,539,906
(1) The weighted average amortization period for acquired in-place leases is 13.8 years, 11.0 years and 19.0 years for 2016 Acquisitions, 2015 Acquisitions and
2014 Acquisitions, respectively.
(2) The weighted average amortization period for acquired above-market leases is 14.1 years and 19.4 years for 2015 Acquisitions and 2014 Acquisitions,
respectively. There were no acquired above-market leases during the year ended December 31, 2016.
(3) The weighted average amortization period for acquired intangible lease liabilities is 10.0 years, 15.0 years and 20.6 years for 2016 Acquisitions, 2015
Acquisitions and 2014 Acquisitions, respectively.
F-36
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The Company has not included pro forma information for the Company’s 2016 or 2015 Acquisitions as they did not have a
material impact on its consolidated financial position or results of operations. The following table presents unaudited pro forma
information as if all of the Company’s acquisitions in 2014, including the Cole Merger, the ARCT IV Merger and the CCPT Merger,
as discussed in Note 6 – Mergers with Real Estate Businesses, were completed on January 1, 2013 for each period presented below.
These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of acquisitions to
reflect the additional depreciation and amortization and interest expense that would have been charged had the acquisitions occurred
on January 1, 2013. Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to exclude acquisition
related expenses of $38.8 million and $76.1 million for the years ended December 31, 2014 and 2013, respectively, and merger
and other non-routine transaction related expenses of $200.5 million and $210.5 million for the years ended December 31, 2014
and 2013, respectively, which is included in litigation, merger and other non-routine costs, net of insurance recoveries in the
accompanying consolidated statements of operations. Data below is presented in thousands.
Year Ended December 31,
2014
(Unaudited)
2013
(Unaudited)
Pro forma revenues
Pro forma net (loss) attributable to stockholders
$
$
1,853,014
$
(606,549) $
1,585,511
(478,093)
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):
2017
2018
2019
2020
2021
Thereafter
Total
Future Minimum Operating Lease
Base Rent Payments
$
$
1,106,798
1,096,146
1,058,299
1,021,668
978,368
6,487,753
11,749,032
Future Minimum
Direct Financing Lease Payments (1)
3,819
$
3,016
2,397
2,023
1,899
3,993
17,147
$
____________________________________
(1) 32 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.
Investment in Direct Financing Leases, Net
The components of the Company’s net investment in direct financing leases as of December 31, 2016 and December 31, 2015
are as follows (in thousands):
Future minimum lease payments receivable
Unguaranteed residual value of property
Unearned income
Net investment in direct financing leases
December 31, 2016
17,147
$
27,450
(5,142)
39,455
$
December 31, 2015
21,993
$
31,562
(7,243)
46,312
$
F-37
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Property Dispositions and Held for Sale Assets
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 Lobster
properties. The dispositions resulted in consolidated 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 related to the sales, which included $67.8 million of goodwill
allocated to the cost basis of such properties. The Company’s gain on the sales is included in gain (loss) on disposition of real
estate and held for sale assets, 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 mortgage loan 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 (loss) 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 held for sale assets, net in the accompanying consolidated statements of operations. 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 (loss) and gain on disposition of unconsolidated entities in the accompanying consolidated statements
of operations.
As of December 31, 2016, there were 11 properties classified as held for sale which are expected to be sold in the next 12
months as part of the Company’s portfolio management strategy. As of December 31, 2015, there were 17 properties classified as
held for sale. During the years ended December 31, 2016 and 2015, the Company recorded a loss of $0.2 million and $3.2 million,
respectively, related to properties classified as held for sale as of December 31, 2016 and 2015, which included $3.2 million and
$2.1 million, respectively, 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 held for sale assets, net in the accompanying consolidated statements of operations.
Multi-tenant Shopping Center Portfolio Sale
On October 17, 2014, the Company completed the sale of a portfolio consisting of 64 multi-tenant properties and seven single-
tenant properties (the “Multi-Tenant Portfolio”) for $1.9 billion to the Blackstone/DDR Joint Venture. The disposition to Blackstone
and DDR provided $1.3 billion of net proceeds, of which $1.2 billion were used to reduce the Company’s leverage by paying down
the Company’s line of credit. In connection with the sale, $542.8 million of secured mortgage debt was either repaid or assumed
by the Blackstone/DDR Joint Venture, providing the Company with $1.3 billion in net proceeds and resulting in a net loss on sale
of $262.0 million, which included $195.5 million of goodwill allocation.
The Multi-Tenant Portfolio was not classified as discontinued operations for any periods presented, however, the Company
has determined that the Multi-Tenant Portfolio was an individually significant component of the Company. The following table
summarizes the operating income from continued operations of the Multi-Tenant Portfolio for the year ended December 31, 2014 (in
thousands):
Total revenue
Total expenses
Loss from Multi-Tenant Portfolio
Year Ended
December 31, 2014
122,522
$
(123,776)
(1,254)
$
F-38
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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.
During the year ended December 31, 2016, management identified certain properties for potential sale as part of its portfolio
management strategy to reduce exposure to office properties. Additionally, a tenant of 59 restaurant properties filed for bankruptcy
during the year ended December 31, 2016. 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 years ended December 31, 2015 and 2014, real estate assets with carrying
values totaling $340.0 million and $199.5 million, respectively, were deemed to be impaired and their carrying values were reduced
to their estimated fair values of $248.3 million and $99.0 million, respectively, resulting in impairment charges of $91.8 million
and $100.5 million, respectively.
Consolidated Joint Ventures
The Company had interests in two Consolidated Joint Ventures that owned two properties as of each of December 31, 2016
and December 31, 2015. As of December 31, 2016 and December 31, 2015, the Consolidated Joint Ventures had total assets of
$57.0 million and $58.5 million, of which $50.8 million and $55.2 million, respectively, were real estate investments, net of
accumulated depreciation and amortization. As of December 31, 2016, one property secured a mortgage note payable of $11.6
million, which was non-recourse to the Company. The Company has the ability to control operating and financial policies of the
Consolidated Joint Ventures. There are restrictions on the use of these assets as the Company would generally be required to obtain
the approval of each partner (the “Partner”) in accordance with the respective joint venture agreement for any major transactions.
The Company and each Partner are subject to the provisions of each 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 $14,000 for the year ended December 31, 2016. The Partners’ share of income from five Consolidated Joint
Ventures was $1.3 million for the year ended December 31, 2015. The Company disposed of its interest in three of these 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. The Partners’ share of the loss from six Consolidated Joint Ventures was
$154,000 for the year ended December 31, 2014. The Company disposed of its interest in one of these Consolidated Joint Ventures
during the year ended December 31, 2014. The Partners’ share of the Consolidated Joint Ventures’ income or loss is included in
net loss attributable to non-controlling interests in the consolidated statements of operations.
Unconsolidated Joint Ventures
The Company’s investment in Unconsolidated Joint Ventures consisted of interests in two joint ventures that owned two
properties as of December 31, 2016, and interests in three joint ventures that owned three properties as of December 31, 2015. As
of December 31, 2016 and December 31, 2015, the Company owned aggregate equity investments of $41.3 million and $52.8
million, respectively, in Unconsolidated Joint Ventures.
As of December 31, 2016, the Company’s maximum exposure to risk was $41.3 million, the carrying value of the investments,
which is presented in investment in unconsolidated entities in the consolidated balance sheet. The Unconsolidated Joint Ventures
had total debt outstanding of $20.4 million as of December 31, 2016, none of which is recourse to the Company, as discussed in
Note 11 – Debt. 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.
During the years ended December 31, 2016, 2015 and 2014, the Company recognized $0.9 million, $2.3 million and $1.5
million of net income, respectively, from the Unconsolidated Joint Ventures which owned two, three and six properties, at the
respective year end.
F-39
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The following is a summary of the Company’s percentage ownership and carrying amount related to each of the Unconsolidated
Joint Ventures as of December 31, 2016 (dollar amounts in thousands):
Name of Joint Venture
Partner
Cole/Mosaic JV South Elgin IL, LLC Affiliate of Mosaic Properties and Development, LLC
Cole/Faison JV Bethlehem GA, LLC
Faison-Winder Investors, LLC
Ownership
Percentage (1)
50%
90%
Carrying
Amount of
Investment (2)
5,891
$
35,438
41,329
$
_______________________________________________
(1) 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 is greater than the underlying equity in net assets by $6.4 million. This difference relates to a purchase price
step up in fair value of the investment assets acquired in connection with the Cole Merger. 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.
Note 6 – Mergers with Real Estate Businesses
American Realty Capital Trust IV, Inc. Merger
On July 1, 2013, the General Partner entered into an Agreement and Plan of Merger, as amended (the “ARCT IV Merger
Agreement”), with ARCT IV, and certain subsidiaries of each company. The ARCT IV Merger Agreement provided for the merger
of ARCT IV with and into a subsidiary of the OP (the “ARCT IV Merger”). The ARCT IV Merger was consummated on January
3, 2014 (the “ARCT IV Merger Date”).
Pursuant to the terms of the ARCT IV Merger Agreement, each outstanding share of common stock of ARCT IV, including
unvested restricted shares that vested in conjunction with the ARCT IV Merger, was exchanged for (i) $9.00 in cash, (ii) 0.5190
of a share of the Company’s Common Stock (the “ARCT IV Exchange Ratio”) and (iii) 0.5937 of a share of a new series of
preferred stock designated as the 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) and each
outstanding unit of ARCT IV’s operating partnership (each, an “ARCT IV OP Unit”), other than ARCT IV OP Units held by
American Realty Capital Trust IV Special Limited Partner, LLC (the “ARCT IV Special Limited Partner”), and American Realty
Capital Advisors IV, LLC (the “ARCT IV Advisor”) was exchanged for (i) $9.00 in cash, (ii) 0.5190 of a Limited Partner OP Unit
and (iii) 0.5937 of a Limited Partner OP Unit designated as Series F Preferred Units (“Limited Partner Series F OP Units”). In
total, the Operating Partnership, on the Company’s behalf, paid $651.4 million in cash, the Company issued 36.9 million shares
of Common Stock and 42.2 million shares of Series F Preferred Stock to the former ARCT IV shareholders, and the Operating
Partnership issued 0.7 million units of Limited Partner Series F OP units and 0.6 million Limited Partner OP Units to the former
ARCT IV OP Unit holders in connection with the consummation of the ARCT IV Merger. In addition, each outstanding ARCT
IV Class B Unit (as defined below) and each outstanding ARCT IV OP Unit held by the ARCT IV Special Limited Partner and
the ARCT IV Advisor was converted into 2.3961 Limited Partner OP Units, resulting in the OP issuing 1.2 million Limited Partner
OP Units. In accordance with the LPA, the OP issued a corresponding number of General Partner OP Units and General Partner
Series F Preferred Units to the Company when shares of the Company’s Common Stock and Series F Preferred Stock were issued
to former common stockholders of ARCT IV, respectively.
On January 3, 2014, the OP entered into a contribution and exchange agreement with the ARCT IV OP, the ARCT IV Special
Limited Partner and ARC Real Estate Partners, LLC (“ARC Real Estate”), an entity under common ownership with the Former
Manager. The ARCT IV Special Limited Partner was entitled to receive certain distributions from the ARCT IV OP, including the
subordinated distribution of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of
limited partnership of the ARCT IV OP). The ARCT IV Merger constituted an “investment liquidity event,” as a result of which
the ARCT IV Special Limited Partner, in connection with management’s successful attainment of the 6.0% performance hurdle
and the return to ARCT IV’s stockholders of $358.3 million in addition to their initial investment, received a subordinated
distribution of net sales proceeds from the ARCT IV OP equal to $63.2 million. Pursuant to the contribution and exchange agreement,
the ARCT IV Special Limited Partner contributed its interest in the ARCT IV OP, inclusive of the subordinated distribution proceeds
received, to the ARCT IV OP in exchange for 2.8 million equity units of the ARCT IV OP, based on a price per share of $22.50.
The fair value of these units at date of issuance was $78.2 million and has been included in litigation, merger and other non-routine
costs, net of insurance recoveries in the accompanying consolidated statements of operations for the year ended December 31,
2014. Upon consummation of the ARCT IV Merger, these equity units were immediately converted to 6.7 million Limited Partner
OP Units after application of the exchange ratio of 2.3961 per ARCT IV OP Unit. In conjunction with the ARCT IV Merger
F-40
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Agreement, the ARCT IV Special Limited Partner agreed to a minimum two-year holding period for these Limited Partner OP
Units before being redeemable by the holder for cash or, at the option of the General Partner, the Common Stock of the Company.
In addition, as part of the contribution and exchange agreement, ARC Real Estate contributed $750,000 in cash to the ARCT
IV OP, effective prior to the consummation of the ARCT IV Merger, in exchange for ARCT IV OP Units. Upon the consummation
of the ARCT IV Merger, these equity units converted at an exchange ratio of 2.3961 Limited Partner OP Units per ARCT IV OP
Unit, resulting in the Operating Partnership issuing 0.1 million Limited Partner OP Units to ARC Real Estate.
Accounting Treatment for the ARCT IV Merger
The Company and ARCT IV, from inception to the ARCT IV Merger Date, were considered to be entities under common
control. Both entities’ advisors were wholly owned subsidiaries of AR Capital, LLC (“ARC”). ARC and its related parties had
ownership interests in the Company and ARCT IV through the ownership of shares of common stock, OP Units and other equity
interests. In addition, the advisors of both entities were contractually eligible to receive potential fees for their services to both of
the companies, including asset management fees, incentive fees and other fees and had continued to receive fees from the OP prior
to the Company’s transition to self-management. Due to the significance of these fees, the advisors and ultimately ARC were
determined to have a significant economic interest in both companies in addition to having the power to direct the activities of the
companies through advisory/management agreements, which qualified them as affiliated companies under common control in
accordance with U.S. GAAP. The acquisition of an entity under common control is accounted for on the carryover basis of
accounting, whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried
by the companies on the ARCT IV Merger Date. In addition, U.S. GAAP requires the Company to present historical financial
information as of the earliest period of common control. Therefore, the accompanying consolidated financial statements, including
the notes thereto, are presented as if the ARCT IV Merger, including the impact of the equity transactions entered into to consummate
the merger, had occurred at the earliest period presented.
Cole Real Estate Investments, Inc. Merger
On October 22, 2013, the Company and a wholly owned subsidiary entered into an agreement and plan of merger (the “Cole
Merger Agreement”) with Cole, a publicly traded Maryland corporation. The Cole Merger Agreement provided for the merger of
Cole with and into a wholly owned subsidiary of the Company (the “Cole Merger”). The Cole Merger was consummated on
February 7, 2014 (the “Cole Acquisition Date”).
Pursuant to the terms of the Cole Merger Agreement, each share of common stock of Cole issued and outstanding immediately
prior to the effectiveness of the Cole Merger, including unvested restricted stock units and performance stock units that vested in
conjunction with the Cole Merger, other than shares owned by the Company, any subsidiary of the Company or any wholly owned
subsidiary of Cole, was converted into the right to receive either (i) 1.0929 shares of the Company’s Common Stock (the “Stock
Consideration”) or (ii) $13.82 in cash (the “Cash Consideration” and together with the Stock Consideration, the “Merger
Consideration”). Holders of approximately 98% of outstanding Cole shares elected to receive the Stock Consideration and holders
of approximately 2% of outstanding Cole shares elected to receive the Cash Consideration, pursuant to the terms of the Cole
Merger Agreement, resulting in the Company issuing approximately 520.8 million shares of Common Stock and paying $181.8
million in cash to Cole’s shareholders based on their elections. In accordance with the LPA, the Operating Partnership issued a
corresponding number of General Partner OP Units to the Company when shares of the Company’s Common Stock were issued
to former common stockholders of Cole.
In addition, the Company issued approximately 2.8 million shares of Common Stock, in the aggregate, to certain executives
of Cole pursuant to letter agreements entered into between the Company and such individuals, concurrently with the execution of
the Cole Merger Agreement. Additionally, effective as of the Cole Acquisition Date, the Company issued, but had not yet allocated,
0.4 million shares with dividend equivalent rights commensurate with the Company’s Common Stock. In accordance with the
LPA, the Operating Partnership issued a corresponding number of General Partner OP Units to the Company when shares of the
Company’s Common Stock were issued to former executives of Cole.
F-41
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The fair value of the consideration transferred at the Cole Acquisition Date totaled $7.5 billion and consisted of the following
(in thousands):
Fair value of consideration transferred:
Cash
Common Stock
Total consideration transferred
As of Cole
Acquisition Date
$
$
181,775
7,285,868
7,467,643
The fair value of the 520.8 million shares of Common Stock issued, excluding those shares of Common Stock transferred to
former Cole executives, was determined based on the closing market price of the Company’s Common Stock on the Cole Acquisition
Date.
Accounting Treatment for the Cole Merger
The Cole Merger has been accounted for under the acquisition method of accounting under U.S. GAAP. Under the acquisition
method of accounting, the assets acquired and liabilities assumed from Cole were recorded as of the acquisition date at their
respective fair values. Any excess of purchase price over the fair values was recorded as goodwill. Results of operations for Cole
are included in the Company’s consolidated financial statements subsequent to the Cole Acquisition Date.
Purchase Price Allocation of Cole Merger
Initially, the purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their preliminary
fair values. During the three months ended December 31, 2014, we identified certain measurement period adjustments that impacted
the provisional accounting, which decreased the fair value of the identifiable management and advisory contracts with the Cole
REITs and corresponding deferred tax liability by $80.4 million and $30.7 million, respectively, and an increase of $49.6 million
to goodwill as of the Cole Acquisition Date. The following table summarizes the estimated fair values of the assets acquired and
liabilities assumed at the Cole Acquisition Date (in thousands):
Identifiable assets acquired at fair value:
Land
Buildings, fixtures and improvements
Acquired intangible lease assets
Total real estate investments
Investment in unconsolidated entities
Investment securities, at fair value
Loans held for investment, net
Cash and cash equivalents
Restricted cash
Intangible assets
Deferred costs and other assets
Due from affiliates
Total identifiable assets acquired
As of Cole
Acquisition Date
1,737,839
5,901,827
1,324,217
8,963,883
103,966
151,197
72,326
149,965
15,704
305,000
94,667
3,301
9,860,009
$
$
F-42
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Identifiable liabilities assumed at fair value:
Mortgage notes payable, net
Credit facilities
Other debt
Below-market lease liabilities
Accounts payable and accrued expenses
Deferred rent, derivative and other liabilities
Dividends payable
Due to affiliates
Total liabilities assumed
Non-controlling interests
Net identifiable assets acquired
Goodwill
Net assets acquired
As of Cole
Acquisition Date
2,706,585
1,309,000
49,013
212,433
142,243
204,558
6,271
44,242
4,674,345
24,766
5,160,898
2,262,547
7,423,445
$
$
The fair values of real estate investments, including acquired lease intangibles, and below-market lease liabilities allocated
to the REI segment were estimated by the Company with the assistance of a third-party valuation firm. The estimated fair values
of these assets and liabilities total $9.0 billion and $212.4 million, respectively. The recorded values represent the estimated fair
values related to such assets and liabilities. The fair value of the remaining Cole assets and liabilities were calculated in accordance
with the Company’s policy on purchase price allocation, as disclosed in Note 2 – Summary of Significant Accounting Policies.
Goodwill of $1.7 billion was assigned to the REI segment. The goodwill recognized was attributed to the enhancement of the
Company’s year-round rental revenue stream, realized and expected synergies, the impact of the merger on lowering the Company’s
cost of capital, as well as the benefits of critical mass, improved portfolio diversification and enhanced access to capital markets.
Goodwill of $608.5 million was assigned to the Cole Capital segment. The goodwill was primarily supported by management’s
belief that Cole Capital brings an established management platform with numerous strategic benefits including growth from new
income streams and the ability to offer new products. None of the goodwill is expected to be deductible for income tax purposes.
The amounts of revenue and net income related to Cole property acquisitions and Cole Capital included in the accompanying
consolidated statements of operations from the Cole Acquisition Date to the period ended December 31, 2014 was $814.8 million
and $47.3 million respectively.
The unaudited pro forma information in Note 5 – Real Estate Investments is presented as if Cole had been included in the
consolidated results of the Company for the entire period ended December 31, 2014.
Cole Credit Property Trust, Inc. Merger
On March 17, 2014, the Company and a wholly owned subsidiary entered into an Agreement and Plan of Merger (the “CCPT
Merger Agreement”) with CCPT. The CCPT Merger Agreement provided for the merger of CCPT with and into a direct subsidiary
of the Company (the “CCPT Merger”). The CCPT Merger was consummated on May 19, 2014 (the “CCPT Acquisition Date”).
The fair value of the consideration transferred at the CCPT Acquisition Date totaled $73.2 million, which was paid in cash.
Pursuant to the CCPT Merger Agreement, the Company commenced a cash tender offer to purchase all of the outstanding
shares of common stock of CCPT (the “CCPT Common Stock”) (other than shares owned by CCPT, the Company or any subsidiary
of the Company), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 31, 2014, and the
related Letter of Transmittal (together with any amendments or supplements to the foregoing, the “Offer”), at a price of $7.25 per
share (the “Offer Price”), net to the seller in cash, without interest, less any applicable withholding tax. On May 19, 2014, the
Company accepted for payment and paid for all shares of CCPT Common Stock that were validly tendered in the Offer. As of the
expiration of the Offer, a total of 7,735,069 shares of CCPT Common Stock were validly tendered and not withdrawn, representing
approximately 77% of the shares of CCPT Common Stock outstanding.
F-43
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Immediately following the acceptance for payment and payment for the shares of CCPT Common Stock that were validly
tendered in the Offer, the Company exercised its option (the “Top-Up Option”), granted pursuant to the CCPT Merger Agreement,
to purchase, at a price per share equal to the Offer Price, 13,457,874 newly issued shares of CCPT Common Stock (collectively,
the “Top-Up Shares”). The Top-Up Shares, taken together with the shares of CCPT Common Stock owned, directly or indirectly,
by the Company and its subsidiaries immediately following the acceptance for payment and payment for the shares of CCPT
Common Stock that were validly tendered in the Offer, constituted one share more than 90% of the outstanding shares of CCPT
Common Stock (after giving effect to the issuance of all shares subject to the Top-Up Option), the applicable threshold required
to effect a short-form merger under applicable Maryland law without stockholder approval.
Following the consummation of the Offer and the exercise of the Top-Up Option, in accordance with the CCPT Merger
Agreement, the Company completed its acquisition of CCPT by effecting a short-form merger under Maryland law, pursuant to
which CCPT was merged with and into a subsidiary of the Company, with the subsidiary surviving the merger as a wholly owned
subsidiary of the Company. The CCPT Merger became effective following the filing of the Articles of Merger with the State
Department of Assessments and Taxation of Maryland and the filing of the Certificate of Merger with the Secretary of State of the
State of Delaware with an effective date of May 19, 2014 (the “Effective Time”).
At the Effective Time, each share of CCPT Common Stock not purchased in the Offer (other than shares held by CCPT, the
Company or any subsidiary of the Company, which were automatically canceled and retired and ceased to exist) was converted
into the right to receive an amount, in cash and without interest, equal to the Offer Price.
Accounting Treatment for the CCPT Merger
The CCPT Merger has been accounted for under the acquisition method of accounting under U.S. GAAP. Under the acquisition
method of accounting, the assets acquired and liabilities assumed from CCPT were recorded as of the acquisition date at their
respective fair values. Any excess of purchase price over the fair values was recorded as goodwill. Results of operations for CCPT
are included in the Company’s consolidated financial statements subsequent to the CCPT Acquisition Date.
Fair Value of Consideration Transferred
The fair value of the consideration transferred at the CCPT Acquisition Date totaled $73.2 million, which was paid in cash.
The acquisition was funded by the Company through additional borrowings under its revolving credit facility.
Purchase Price Allocation of CCPT Acquisition
The consideration transferred pursuant to the CCPT Merger Agreement was allocated to the assets acquired and liabilities
assumed based upon their preliminary estimated fair values as of the CCPT Acquisition Date. The following table summarizes the
estimated fair values of the assets acquired and liabilities assumed as of the CCPT Acquisition Date (in thousands):
Identifiable assets acquired at fair value:
Land
Buildings, fixtures and improvements
Acquired intangible lease assets
Total real estate investments
Cash and cash equivalents
Restricted cash
Prepaid expenses and other assets
Total identifiable assets acquired
As of CCPT
Acquisition Date
28,258
113,296
17,960
159,514
167
2,420
297
162,398
$
$
F-44
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Identifiable liabilities assumed at fair value:
Mortgage notes payable
Unsecured credit facility
Accounts payable and accrued expenses
Below-market lease liability
Due to affiliates
Deferred rent and other liabilities
Total liabilities assumed
Net identifiable assets acquired
As of CCPT
Acquisition Date
85,286
800
443
1,752
568
390
89,239
73,159
$
$
The fair value of real estate investments, including acquired lease intangibles, and below-market lease liabilities were estimated
by the Company with the assistance of a third party valuation firm. The estimated fair value of these assets and liabilities total
$159.5 million and $1.8 million, respectively. The recorded values represent the estimated fair values related to such assets and
liabilities. The fair value of the remaining CCPT assets and liabilities were calculated in accordance with the Company’s policy
on purchase price allocation, as disclosed in Note 2 – Summary of Significant Accounting Policies.
The amounts of revenue and net loss related to the CCPT Merger included in the accompanying consolidated statements of
operations from the CCPT Acquisition Date to the period ended December 31, 2014 were $8.2 million and $1.8 million, respectively.
The unaudited pro forma information in Note 5 – Real Estate Investments is presented as if CCPT had been included in the
consolidated results of the Company for the entire year ended December 31, 2014.
Abandoned Spin-off of Multi-Tenant Shopping Center Portfolio; Sale to Blackstone/DDR Joint Venture
On March 13, 2014, the Company announced its intention to spin off its multi-tenant shopping center business (the “MT Spin-
off”) into a publicly traded REIT, American Realty Capital Centers, Inc., which was expected to operate under the name “ARCenters”
and to trade on the NASDAQ Global Market under the symbol “ARCM.” The OP was expected to retain 25% ownership of ARCM.
The MT Spin-off was expected to be effectuated through a pro rata taxable special distribution of one share of ARCM common
stock for every 10 shares of the Company’s common stock and every 10 OP Units held by third parties in the OP. On April 4, 2014,
ARCM filed a Registration Statement on Form 10 to register ARCM’s common stock, par value $0.01 per share, pursuant to
Section 12(b) of the Exchange Act so that, upon consummation of the MT Spin-off, shares of ARCM received by holders of the
Company’s common stock, or OP Units, as applicable, could freely trade their newly received ARCM common stock. ARCM was
expected to be externally managed by the Company.
On May 21, 2014, the Company announced that it had reassessed its plans for the multi-tenant shopping center portfolio and
entered into a letter of intent to sell such portfolio to an affiliate of Blackstone Real Estate Partners VII L.P. (“Blackstone”),
expecting to finalize pertinent documentation related thereto within 30 days of such date. The properties included in such sale
were the same properties that would have been spun off into ARCM and, consequently, the Company abandoned its proposed spin-
off at such time. On June 11, 2014, indirect subsidiaries of the Company entered into an Agreement of Purchase and Sale with
BRE DDR Retail Holdings III LLC (the “Blackstone/DDR Joint Venture”), an entity indirectly jointly owned by affiliates of
Blackstone and DDR Corp. (“DDR”), pursuant to which the parties subsequently consummated the sale of the Company’s multi-
tenant shopping center portfolio. See Note 5 – Real Estate Investments for further discussion on the sale of the properties, which
closed on October 17, 2014.
Note 7 – 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.
F-45
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The following tables detail the unrealized gains and losses on investment securities as of December 31, 2016 and December 31,
2015 (in thousands):
CMBS
CMBS
December 31, 2016
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Fair Value
48,297
$
1,248
$
(2,330) $
47,215
December 31, 2015
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Fair Value
52,115
$
2,169
$
(980) $
53,304
$
$
As of December 31, 2016 and December 31, 2015, the Company owned eight and ten CMBS, respectively, with an estimated
aggregate fair value of $47.2 million and $53.3 million, respectively. During the year ended December 31, 2016, two CMBS with
a combined carrying value of less than $0.1 million at December 31, 2015, were paid in full or reached maturity. The consideration
received approximated carrying value. The Company generally receives monthly payments of principal and interest on the CMBS.
As of December 31, 2016, the Company earned interest on the CMBS at rates ranging between 5.88% and 8.95%. As of
December 31, 2016, the fair value of five 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 impaired 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, 2016, the Company had no other-than-temporary
impairment losses.
In connection with the Cole Merger, the Company acquired 15 CMBS with an estimated aggregate fair value of $151.2
million. In September of 2014, the Company sold the 15 CMBS acquired in the Cole Merger for proceeds of $158.0 million, and
recorded a gain of $6.2 million, which is included in other income, net in the accompanying consolidated statements of
operations. During the year ended December 31, 2015, the Company recorded a $65,000 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 year ended December 31, 2016.
The scheduled maturity of the Company’s CMBS as of December 31, 2016 are as follows (in thousands):
Due within one year
Due after one year through five years
Due after five years through 10 years
Due after 10 years
Total
Note 8 – Mortgage Notes Receivable
December 31, 2016
Amortized Cost
Fair Value
$
$
— $
21,408
12,836
14,053
48,297
$
—
22,301
10,531
14,383
47,215
As of December 31, 2016, the Company owned nine mortgage notes receivable with a weighted-average interest rate of 6.3%
and weighted-average years to maturity of 13.0 years. During the year ended December 31, 2016, one note with a carrying value
of $0.4 million at December 31, 2015, reached maturity and was paid in full. The following table details the mortgage notes
receivable as of December 31, 2016 (dollar amounts in thousands):
Outstanding Balance
Carrying Value
$
24,776
$
22,764
Interest Rate Range
5.9% – 7.2%
Maturity Date Range
May 2020 – January 2033
F-46
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (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, 2016 (in thousands):
Due within one year
Due after one year through five years
Due after five years through 10 years
Due after 10 years(1)
Total
____________________________________
Outstanding Balance
$
$
1,104
5,363
7,018
15,154
28,639
(1)
Includes additional $3.9 million of interest that will be capitalized into the outstanding balance of the mortgage note receivable subsequent to December 31,
2016.
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 year ended December 31, 2016.
Note 9 – Rent and Tenant Receivables and Other Assets, Net
Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2016 and December 31, 2015
(in thousands):
Accounts receivable, net (1)
Straight-line rent receivable
Deferred costs, net (2)
Prepaid expenses
Leasehold improvements, property and equipment, net (3)
Restricted escrow deposits
Deferred tax asset and tax receivable
Program development costs, net (4)
Interest rate swap assets, at fair value
Other assets, net (5)
Total
___________________________________
December 31, 2016
49,148
$
201,584
16,154
6,814
14,702
5,741
31,113
3,161
199
2,089
330,705
$
December 31, 2015
44,798
$
161,079
26,110
9,773
18,180
1,190
25,287
12,855
1,892
2,473
303,637
$
(1) Allowance for doubtful accounts was $6.0 million and $6.6 million as of December 31, 2016 and December 31, 2015, respectively.
(2) Amortization expense for deferred costs related to the revolving credit facility totaled $10.4 million, $10.7 million and $10.8 million for the years ended
December 31, 2016, 2015 and 2014, respectively. Accumulated amortization for deferred costs related to the revolving credit facility were $29.8 million and
$19.4 million as of December 31, 2016 and December 31, 2015, respectively.
F-47
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
(3) Amortization expense for leasehold improvements totaled $2.3 million, $2.2 million and $1.3 million for the years ended December 31, 2016, 2015 and
2014, respectively, inclusive of write offs of $1.0 million for the year ended December 31, 2016. Accumulated amortization was $3.5 million and $2.6 million
as of December 31, 2016 and December 31, 2015, respectively. Depreciation expense for property and equipment totaled $3.4 million, $2.1 million and $1.6
million for the years ended December 31, 2016, 2015 and 2014, respectively, inclusive of write offs of $1.2 million for the year ended December 31, 2016.
Accumulated depreciation was $3.9 million and $3.7 million as of December 31, 2016 and December 31, 2015, respectively.
(4) As of December 31, 2016 and December 31, 2015, the Company had reserves of $31.7 million and $34.8 million, respectively, relating to the program
development costs.
(5) Net of $1.6 million of interest receivable reserves as of December 31, 2016. No such reserves were recorded at December 31, 2015.
Note 10 – 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, 2016. The Company expects that
changes in classifications between levels will be infrequent.
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 7 – Investment
Securities, at Fair Value and Note 12 – Derivatives and Hedging Activities, as of December 31, 2016 and December 31, 2015,
aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):
Assets:
CMBS
Interest rate swap assets
Total assets
Liabilities:
Derivative liabilities
Assets:
CMBS
Derivative assets
Total assets
Liabilities:
Derivative liabilities
Level 1
Level 2
Level 3
Balance as of
December 31, 2016
— $
—
— $
— $
199
199
$
47,215
—
47,215
$
$
47,215
199
47,414
— $
(3,547) $
— $
(3,547)
Level 1
Level 2
Level 3
Balance as of
December 31, 2015
— $
—
— $
— $
1,892
1,892
$
53,304
—
53,304
$
$
53,304
1,892
55,196
— $
(6,922) $
— $
(6,922)
$
$
$
$
$
$
F-48
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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 of and experience in the market. The significant unobservable input used in
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 12 – Derivatives and Hedging Activities. 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.
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,
2016, 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.
The fair value 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 under the fair value hierarchy.
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the
years ended December 31, 2016 and 2015 (in thousands):
Beginning balance, January 1, 2016
Total gains and losses:
Unrealized loss included in other comprehensive income, net
Purchases, issuances, settlements and amortization:
Principal payments received
Amortization included in net income
Ending balance, December 31, 2016
Beginning balance, January 1, 2015
Total gains and losses:
Unrealized loss included in other comprehensive income, net
Purchases, issuances, settlements and amortization:
Principal payments received
Amortization included in net income
Ending balance, December 31, 2015
F-49
CMBS
$
53,304
(2,271)
(4,077)
259
47,215
CMBS
58,646
(977)
(4,504)
139
53,304
$
$
$
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (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 in thousands):
Level
Carrying Amount at
December 31, 2016
Fair Value at
December 31, 2016
Carrying Amount at
December 31, 2015
Fair Value at
December 31, 2015
Assets:
Mortgage notes receivable
Liabilities (1):
Mortgage notes payable and other
debt, net
Corporate bonds, net
Convertible debt, net
Credit facility
Total liabilities
3
2
2
2
2
$
$
$
22,764
$
30,460
$
24,238
$
31,842
2,687,739
2,248,063
987,106
500,000
6,422,908
$
$
2,713,155
2,273,850
1,004,733
500,000
6,491,738
$
$
3,133,005
2,547,255
982,217
1,460,000
8,122,477
$
$
3,240,153
2,580,786
1,007,042
1,536,264
8,364,245
_______________________________________________
(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 Measured at Fair Value on a Non-Recurring Basis
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.
Real Estate Assets
As discussed in Note 5 – Real Estate Investments, during the year ended December 31, 2016, real estate assets related to 153
properties were deemed to be impaired and their carrying values were reduced to their estimated fair value of $485.4 million,
resulting in impairment charges of $182.8 million. During the year ended December 31, 2015, real estate assets related to 202
properties were deemed to be impaired and their carrying values were reduced to their estimated fair value of $248.3 million,
resulting in impairment charges of $91.8 million. During the year ended December 31, 2014, real estate assets related
to 16 properties were deemed to be impaired and their carrying values were reduced to their estimated fair values of $99.0 million,
resulting in impairment charges of $100.5 million. The Company estimates fair values using Level 3 inputs and using 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
to 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 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 assets during the year ended December 31, 2016, the Company used a range of discount rates from of 6.7% to 9.0% with a
weighted-average rate of 8.0% and capitalization rates from 6.7% to 12.5% with a weighted-average rate of 7.9%.
The following table presents the impairment charges by asset class recorded during the years ended December 31, 2016 and
2015 (dollar amounts in thousands):
Properties impaired
Asset classes impaired:
Investment in real estate assets, net
Investment in direct financing leases, net
Below-market lease liabilities, net
Total impairment loss
_______________________________________________
(1)
Includes 101 properties disposed of during the year ended December 31, 2016.
F-50
Year Ended December 31, 2016
153
Year Ended December 31, 2015
202
(1)
$
$
183,240
—
(421)
182,819
$
$
88,465
4,020
(730)
91,755
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Goodwill and Intangible Assets
The Company tested the goodwill allocated to the Cole Capital reporting unit for impairment and recorded goodwill impairment
charges of $120.9 million, $139.7 million and $223.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.
The Company also tested the goodwill allocated to the REI reporting unit for impairment during the years ended December 31,
2016, 2015 and 2014. The fair values of the REI reporting unit were estimated by management to be $18.3 billion, $19.7 billion
and $20.4 billion at the 2016, 2015, and 2014 measurement dates, respectively, which exceeded the carrying values by 21.0%,
13.0% and 5.5%, respectively. As such, no goodwill impairment was recorded during the years ended December 31, 2016, 2015
or 2014 to the REI reporting unit.
In connection with the annual goodwill impairment test, the fair value of the intangible assets were also analyzed, as discussed
in Note 4 – Goodwill and Other Intangibles. Based on this analysis, there were no impairment charges recorded for the year ended
December 31, 2016. The Company recorded impairment charges of $73.7 million and $86.4 million for the years ended
December 31, 2015 and 2014, respectively.
The Company estimated the fair value of the two reporting units, REI and Cole Capital, using both the income 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 a discount rate. The assumptions utilized in the market approach include, but are not
limited to, future cash flows, the selection of comparable companies and measures of operating results and pricing multiples. AFFO
and EBITDA multiples for market comparable companies were used to estimate the fair value of the REI and Cole Capital reporting
units, respectively, by applying those multiples to the projected financial information prepared by management.
The uncertainties associated with the fair value assumptions for Cole Capital include, but are not limited to: (i) the Company’s
ability to timely reinstate certain selling agreements that were suspended as a result of the Audit Committee Investigation and the
resulting restatements, (ii) the timing and extent of capital raised and deployed on behalf of the Cole REITs, (iii) the actual timing
of closing an offering or executing a liquidity event on behalf of a Cole REIT, and (iv) operations of future managed real estate
programs. The uncertainties associated with the fair value assumptions for the goodwill allocated to the REI reporting unit are the
same as the uncertainties for real estate assets.
If all other assumptions were held constant, increasing the discount rate by 1.0% for Cole Capital would increase the 2016
goodwill impairment charge by approximately $6.5 million or 5.4%. If all other assumptions were held constant, increasing the
discount rate by 1.0% would decrease the percentage that the 2016 fair value exceeds the 2016 carrying value of the REI reporting
unit from 21.0% to 8.6%.
F-51
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Note 11 – Debt
As of December 31, 2016, the Company had $6.4 billion of debt outstanding, including net premiums and net deferred financing
costs, with a weighted-average years to maturity of 4.4 years and a weighted-average interest rate of 4.2%. The following table
summarizes the carrying value of debt as of December 31, 2016 and December 31, 2015, and the debt activity for the year ended
December 31, 2016 (in thousands):
Balance as of
December 31, 2015
Debt Issuances
Repayments,
Extinguishment and
Assumptions
Accretion and
Amortization
Balance as of
December 31, 2016
Year Ended December 31, 2016
Mortgage notes payable:
Outstanding balance
Net premiums (1)
Deferred costs
Other debt:
Outstanding balance
Premium (1)
Mortgages and other debt, net
Corporate bonds:
Outstanding balance
Discount (2)
Deferred costs
Corporate bonds, net
Convertible debt:
Outstanding balance
Discount (2)
Deferred costs
Convertible debt, net
Credit facility:
Outstanding balance
Deferred costs (3)
Credit facility, net
2016 Term Loan:
Outstanding balance
Deferred costs
2016 Term Loan, net
$
$
3,039,882
59,402
(21,020)
$
3,112
—
(27)
(413,045) $
(2,313)
522
33,463
258
3,111,985
2,550,000
(2,745)
(10,922)
2,536,333
1,000,000
(17,779)
(19,327)
962,894
1,460,000
(11,410)
1,448,590
—
—
—
—
—
3,085
1,000,000
—
(17,137)
982,863
—
—
—
—
1,033,000
—
1,033,000
300,000
(2,764)
297,236
(12,516)
—
(427,352)
(1,300,000)
73
1,898
(1,298,029)
—
—
—
—
(1,993,000)
4,313
(1,988,687)
(300,000)
2,588
(297,412)
— $
(20,338)
3,892
—
(166)
(16,612)
—
735
4,322
5,057
—
4,885
5,561
10,446
—
3,675
3,675
—
176
176
2,629,949
36,751
(16,633)
20,947
92
2,671,106
2,250,000
(1,937)
(21,839)
2,226,224
1,000,000
(12,894)
(13,766)
973,340
500,000
(3,422)
496,578
—
—
—
Total debt
$
8,059,802
$
2,316,184
$
(4,011,480) $
2,742
$
6,367,248
____________________________________
(1) 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.
(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 term portion of the credit facility.
F-52
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Mortgage Notes Payable
The Company’s mortgage notes payable consisted of the following as of December 31, 2016 (dollar amounts in thousands):
Fixed-rate debt (1)
Variable-rate debt
Total (5)
Encumbered
Properties
618
1
619
Gross Carrying Value of
Collateralized Properties (2)
5,083,978
$
30,273
5,114,251
$
Outstanding
Balance
2,618,652
11,297
2,629,949
$
$
Weighted-Average
Interest Rate (3) (4)
4.95%
3.79%
4.95%
Weighted-Average
Years to Maturity (4)
4.6
0.6
4.6
____________________________________
(1)
Includes $242.2 million of variable-rate debt fixed by way of interest rate swap arrangements.
(2) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities.
(3) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2016.
(4) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable.
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.
(5) 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.
This loan has a secured fixed rate of 5.20% and a maturity date of July 2021, with weighted-average years to maturity of 4.5 years as of December 31, 2016.
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 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, 2016, the Company believes it was in compliance with the financial
covenants under the mortgage loan agreements, except for the loans in default described below, and had no restrictions on the
payment of dividends.
During the years ended December 31, 2016 and 2015, the Company repaid mortgage notes payable resulting in a gain on
extinguishment of debt of $0.3 million and loss on extinguishment of debt of $0.1 million, respectively, 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.
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 non-repayment of the
respective loan balance at maturity. The Company and the lender are assessing options in relation to the default.
On March 6, 2015, the Company received a notice of default from the lender of a non-recourse loan secured by two properties,
which had an outstanding balance of $38.1 million on the notice date, due to the Company’s election not to make a reserve payment
required per the loan agreement. The foreclosure sale of the first property securing the loan occurred during the three months ended
June 30, 2016. As the loan was outstanding upon the foreclosure of the first property, the Company recorded a loss of $3.4 million
in gain (loss) on disposition of real estate and held for sale assets, net in the accompanying consolidated statements of operations
for the year ended December 31, 2016. The foreclosure proceedings on the second property that secured the loan were completed
during the three months ended September 30, 2016. As a result of the foreclosure sale and deed transfer of both properties securing
the loan, the Company recognized a gain on forgiveness of debt of $19.1 million, which is included in (loss) gain on extinguishment
and forgiveness of debt, net in the accompanying consolidated statements of operations.
On January 13, 2015, a substantially vacant office building in Bethesda, Maryland was foreclosed upon after the Company
elected to stop making debt service payments on the related non-recourse loan with an outstanding balance of $53.8 million as of
December 31, 2014. As a result of the foreclosure, the Company forfeited its right to the property and was relieved of all obligations
on the non-recourse loan. During the year ended December 31, 2015, the Company recorded a gain on the forgiveness of debt of
$4.9 million, which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated
statements of operations.
F-53
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to
December 31, 2016 (in thousands):
2017
2018
2019
2020
2021
Thereafter
Total
Other Debt
Total
287,094
209,259
229,547
282,223
383,110
1,238,716
2,629,949
$
$
As of December 31, 2016, the Company had a secured term loan from KBC Bank, N.V. with an outstanding principal balance
of $20.9 million and remaining unamortized premium of $0.1 million (the “KBC Loan”). The interest coupon on the KBC Loan
is fixed at 5.81% annually until its maturity in January 2018. The KBC Loan is non-recourse to the Company, subject to limited
non-recourse exceptions. The KBC Loan provides for monthly payments of both principal and interest. The scheduled principal
repayments subsequent to December 31, 2016 are $7.7 million and $13.2 million for the years ended 2017 and 2018, respectively.
The KBC Loan is secured by various investment assets held by the Company. The following table is a summary of the
outstanding balance and carrying value of the collateral by asset type as of December 31, 2016 (in thousands):
Mortgage notes receivable
Intercompany mortgage loans
CMBS
Total
Corporate Bonds
Outstanding Balance
6,791
$
1,046
13,110
20,947
$
Collateral Carrying Value
19,204
$
2,648
34,114
55,966
$
As of December 31, 2016, the OP had $2.25 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”)
outstanding comprised of the following (dollar amounts in thousands):
Outstanding Balance
December 31, 2016
Interest Rate
Maturity Date
2019 Senior Notes
2021 Senior Notes
2024 Senior Notes
2026 Senior Notes
Total balance and weighted-average interest rate
$
750,000
400,000
500,000
600,000
2,250,000
June 1, 2021
3.000% February 6, 2019
4.125%
4.600% February 6, 2024
4.875%
4.056%
June 1, 2026
On February 6, 2014, the Operating Partnership issued, in a private offering, $2.55 billion aggregate principal amount of
senior unsecured notes consisting of $1.3 billion aggregate principal amount of 2.000% senior notes due 2017 (the “2017 Senior
Notes”), $750.0 million aggregate principal amount of 3.00% senior notes due 2019 (the “2019 Senior Notes”) and $500.0 million
aggregate principal amount of 4.60% senior notes due 2024 (the “2024 Senior Notes”).
On June 2, 2016, the Company closed its senior note offering, consisting of (i) $0.4 billion aggregate principal amount of
4.125% Senior Notes due June 1, 2021 (the “2021 Senior Notes”) and (ii) $0.6 billion 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,
the “2016 Bond Offering”).
On July 5, 2016, the Company redeemed 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 Senior Notes outstanding. The
Company recorded a loss related 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.
F-54
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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 30 or fewer days prior to the maturity date with respect to the 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 and the 2026 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 both our existing and new 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 it was in compliance with the financial covenants pursuant to the indenture governing the Senior Notes as of December 31,
2016.
On January 22, 2015, the Company entered into an agreement in principle with an ad hoc group of holders (the “Senior
Noteholder Group”) of the Senior Notes, by which the Senior Noteholder Group agreed not to issue a notice of default due to the
Company’s failure to timely deliver certain financial statements in 2014. The Company and the OP filed the required financial
statements with the SEC on March 2, 2015.
Convertible Debt
On July 29, 2013, the Company issued $300.0 million aggregate principal amount of convertible senior notes due 2018 (the
“2018 Convertible Notes”) and, pursuant to an over-allotment exercise by the underwriters of such 2018 Convertible Notes offering,
issued an additional $10.0 million aggregate principal amount of its 2018 Convertible Notes on August 1, 2013. On December 10,
2013, the Company issued an additional $287.5 million of the 2018 Convertible Notes by reopening the indenture governing the
2018 Convertible Notes. Also on December 10, 2013, the Company issued $402.5 million aggregate principal amount of convertible
senior notes due 2020 (the “2020 Convertible Notes” and, together with the 2018 Convertible Notes, the “Convertible Notes”).
As of December 31, 2016, the outstanding aggregate balance of the Convertible Notes was $1.0 billion. The OP has issued
corresponding identical convertible notes to the General Partner. The following table presents each of the 2018 Convertible Notes
and the 2020 Convertible Notes listed below with their respective terms (dollar amounts in thousands):
2018 Convertible Notes
2020 Convertible Notes
Total balance and weighted-average interest rate
____________________________________
Outstanding
Balance (1)
$
$
597,500
402,500
1,000,000
Interest Rate
3.00%
Conversion
Rate (2)
60.5997
Maturity Date
August 1, 2018
3.75%
3.30%
66.7249 December 15, 2020
(1) Excludes the carrying value of the conversion options recorded within additional paid-in capital of $28.6 million and the unamortized discount of $12.9
million as of December 31, 2016. The discount will be amortized over the remaining term of 2.5 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,
2016, 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
at the Company’s option, 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 Convertible Notes and the Company believes it was
in compliance with the financial covenants pursuant to the indenture governing the Convertible Notes as of December 31, 2016.
On January 22, 2015, the Company received a notice from the trustee of the indentures (the “Convertible Indentures”) governing
each of the Convertible Notes of the Company’s failure to timely deliver certain financial statements in 2014. Pursuant to the terms
of the Convertible Indentures, the Company had 60 days following its receipt of a notice of default to deliver the required financial
statements, after which such failure would become an event of default under each of the Convertible Indentures. The Company
and the OP filed the required financial statements with the SEC on March 2, 2015.
F-55
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Credit Facility
The General Partner, as guarantor, 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”).
In 2014, the General Partner, as guarantor, and the OP, as borrower entered into certain agreements with respect to the Credit
Agreement which provided for, among other things, an extension of the delivery date of certain financial statements and other
deliverables, the suspension of the payment of dividends until such financial statements and other deliverables were provided and
a reduction to the maximum amount of indebtedness under the Credit Agreement to $3.6 billion. In connection with the agreements,
the Company agreed to pay certain customary fees to the consenting lenders and agreed to reimburse certain customary expenses
of the arrangers. The Company and the OP filed the required financial statements with the SEC on March 2, 2015.
On July 31, 2015, the General Partner and the OP entered into the Second Amendment to Credit Agreement (the “Second
Amendment”) with Wells Fargo and other lenders party to the Credit Agreement. Pursuant to the Second Amendment, the maximum
capacity under the Credit Facility was reduced from $3.6 billion to $3.3 billion, which included a reduction in the size of the $2.45
billion revolving credit facility to $2.3 billion and the elimination of the $150.0 million multicurrency revolving credit facility.
The maximum aggregate dollar amount of letters of credit that was allowed outstanding at any one time under the Credit Facility
was reduced from $50.0 million to $25.0 million. In respect of financial covenants, the Second Amendment reduced the Company’s
minimum Unencumbered Asset Value (as defined in the Credit Agreement) from $10.5 billion to $8.0 billion.
As of December 31, 2016, the Credit Facility allowed for maximum borrowings of $2.8 billion, consisting of a $0.5 billion
term loan facility (the “Credit Facility Term Loan”) and a $2.3 billion revolving credit facility. The maximum aggregate dollar
amount of letters of credit that may be outstanding at any one time under the Credit Facility is $25.0 million. During the year ended
December 31, 2016, the Company repaid all of the outstanding borrowings under its revolving credit facility. Additionally, the
Company repaid $0.5 billion of the Credit Facility Term Loan, resulting in the write-off of unamortized deferred financing costs
of $4.3 million, which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated
statements of operations. As discussed in Note 12 – Derivatives and Hedging Activities, in connection with the early repayment
of a portion of the Credit Facility Term Loan, the Company terminated two of its interest rate swaps, resulting in the reclassification
of $3.3 million from accumulated other comprehensive loss to earnings, which is included in loss on derivative instruments, net
in the accompanying consolidated statements of operations. The remaining outstanding balance on the Credit Facility Term Loan
of $0.5 billion is, in effect, fixed through the use of derivative instruments used to hedge interest rate volatility. Including the
spread, which can vary based on the General Partner’s credit rating, the interest rate on this portion was 3.25% at December 31,
2016. As of December 31, 2016, a maximum of $2.3 billion was available to the OP for future borrowings, subject to borrowing
availability.
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 revolving credit facility and the Credit Facility Term Loan both terminate on June 30, 2018, in
each case, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for a one-year
extension option with respect to each of the revolving credit facility and the Credit Facility Term Loan, 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.
F-56
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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) and the maintenance
of a minimum net worth. 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%, (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 35% of which may be comprised
of restaurant properties from June 30, 2016 to December 30, 2016 and up to 30% of which may be comprised of restaurant properties
from December 31, 2016 on). The Company believes 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, 2016.
2016 Term Loan
On June 2, 2016, the General Partner as guarantor, and the OP, as borrower, entered into a $300.0 million senior secured term
loan facility (the “2016 Term Loan”), pursuant to a credit agreement (the “2016 Term Loan Agreement”) with JPMorgan Chase
Bank, N.A., as the administrative agent, and certain other lenders party thereto. During the year ended December 31, 2016, the
Company borrowed $300.0 million on the 2016 Term Loan and subsequently repaid the balance prior to December 31, 2016. In
connection with the prepayment, the Company wrote-off the remaining unamortized deferred financing costs resulting in a loss
of $2.6 million which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated
statements of operations.
Note 12 – Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest
rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective
of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well
as to hedge specific anticipated transactions. 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.
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 designated as cash flow hedges 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 year ended December 31, 2016 and 2015, such derivatives were used to hedge the variable
cash flows associated with variable-rate debt. During the year ended December 31, 2016, the Company reclassified $5.5 million
from accumulated other comprehensive income into interest expense as a result of the hedged forecasted transactions affecting
earnings.
The ineffective portion of the change in fair value of the derivatives designated that qualify as cash flow hedges is recognized
directly in earnings. During the year ended December 31, 2016, the Company recorded a gain of $2.5 million in earnings related
to the ineffective portion of the change in fair value of derivatives designated that qualify as cash flow hedges which is included
in loss on derivatives in the accompanying consolidated statements of operations. The ineffectiveness is primarily attributable to
the designation of acquired interest rate swaps with a non-zero fair value at inception associated with the Cole Merger.
F-57
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
During the year ended December 31, 2016, the Company terminated two of its interest rate swaps in connection with the early
repayment of a portion of the Credit Facility Term Loan, as discussed in Note 11 – 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 loss of $3.3 million was recorded in relation to the acceleration, which is included in 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 $0.8 million will be reclassified from other comprehensive income as an increase to interest expense.
As of December 31, 2016 and December 31, 2015, the Company had the following outstanding interest rate derivatives that
were designated as cash flow hedges of interest rate risk (dollar amounts in thousands):
Interest Rate Swaps
Number of Instruments
Notional Amount
December 31, 2016
14
December 31, 2015
16
$
690,816
$
1,211,651
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the
consolidated balance sheets as of December 31, 2016 and December 31, 2015 (in thousands):
Derivatives Designated as Hedging
Instruments
Interest rate swaps
Interest rate swaps
Balance Sheet Location
Rent and tenant receivables and other assets, net
Deferred rent, derivative and other liabilities
December 31, 2015
December 31, 2016
1,794
$
$
3
(6,922)
(3,547) $
$
In January 2014, the Company entered into an interest rate lock agreement with a notional amount of $250.0 million (the
“Treasury Lock Agreement”). The Treasury Lock Agreement, which had an original maturity date of February 12, 2014, was
entered into to hedge part of the Company’s interest rate exposure associated with the variability in future cash flows attributable
to changes in the 10-year U.S. treasury rates related to the planned issuance of debt securities in conjunction with the merger of
Cole Capital with and into a wholly owned subsidiary of the Company. In connection with the Company’s offering of Senior Notes
in February 2014, the Company settled the Treasury Lock Agreement for $3.9 million, which was accounted for as a cash flow
hedge, recorded to other comprehensive loss and will be amortized into earnings over the 10-year term of the Treasury Lock. The
Company recognized $0.5 million of interest expense for the year ended December 31, 2016 related to the Treasury Lock Agreement.
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 loss of $0.3
million related to the change in the fair value of derivatives not designated as hedging instruments was recorded in loss on derivative
instruments, net in the accompanying consolidated statements of operations for the year ended December 31, 2016. The Company
recorded a loss of $1.5 million for the year ended December 31, 2015.
As of December 31, 2016 and December 31, 2015, the Company had the following outstanding interest rate derivative that
was not designated as a qualifying hedging relationship (dollar amounts in thousands):
Interest Rate Swap
Number of Instruments
Notional Amount
December 31, 2016
1
51,400
$
December 31, 2015
1
51,400
$
The table below presents the fair value of the Company’s derivative financial instrument not designated as a hedge as well as
its classification in the consolidated balance sheets as of December 31, 2016 and December 31, 2015 (in thousands):
Derivatives Not Designated as Hedging
Instruments
Interest rate swaps
Balance Sheet Location
Rent and tenant receivables and other assets, net
F-58
December 31, 2016 December 31, 2015
98
$
196
$
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (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, 2016 and December 31, 2015 (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
$
$
199
1,892
December 31, 2016
December 31, 2015
Gross
Amounts of
Recognized
Liabilities
$ (3,547) $
$ (6,922) $
Gross Amounts
Offset in the
Consolidated
Balance Sheets
Net Amounts of
Assets Presented
in the
Consolidated
Balance Sheets
199
1,892
Net Amounts of
Liabilities
Presented in the
Consolidated
Balance Sheets
$
$
(3,547) $
(6,922) $
— $
— $
Financial
Instruments
Cash
Collateral
Received
Net
Amount
— $ — $ (3,348)
— $ — $ (5,030)
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, 2016, the fair value of the interest rate derivatives in a net liability position, including accrued interest
but excluding any adjustment for nonperformance risk related to these agreements, was $4.3 million. As of December 31, 2016,
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, it could have been required to settle its obligations under the agreements at
their aggregate termination value of $4.3 million at December 31, 2016.
Note 13 – Supplemental Cash Flow Disclosures
Supplemental cash flow information was as follows for the years ended December 31, 2016, 2015 and 2014 (in thousands):
Year Ended December 31,
2016
2015
2014
317,170
20,279
$
$
343,854
14,179
$
$
330,652
7,616
7,701
3
149,281
9
38,050
— $
$
$
$
$
$
— $
$
55,000
1,499
— $ 7,285,868
6,868
—
9,200
—
—
301,532
461,111
$
— $
$
— $
$
— $
$
133,817
53,798
425,021
Supplemental Disclosures:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities:
Common stock issued in merger with Cole
Accrued capital expenditures and real estate developments
Accrued deferred financing costs
Distributions declared and unpaid
Accrued equity issuance costs
Mortgage note payable relieved by foreclosure
Mortgage notes payable assumed in real estate acquisition
Mortgage notes payable assumed in real estate disposition
$
$
$
$
$
$
$
$
$
$
F-59
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Note 14 – Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31, 2016 and December 31, 2015 (in
thousands):
Accrued interest
Accrued real estate taxes
Accrued legal fees
Accounts payable
Accrued other
Total
Note 15 – Commitments and Contingencies
Litigation
December 31, 2016
43,188
$
38,877
17,827
5,030
41,215
146,137
$
December 31, 2015
56,273
$
47,319
9,212
2,868
36,205
151,877
$
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 and former Chief
Accounting Officer (the “Criminal Action”), as well as the fact that the former Chief Accounting Officer has pleaded guilty to the
charges filed. The former Chief Financial Officer has pleaded not guilty, and his trial is currently scheduled to commence on June
12, 2017. Also on September 8, 2016, the SEC announced the filing of a civil complaint against the same two individuals in the
United States District Court for the Southern District of New York (the “SEC Civil Action”). On October 12, 2016, the United
States Attorney for the Southern District of New York filed a motion to intervene in and stay the SEC Civil Action until the
conclusion of the Criminal Action. On November 1, 2016, the court in the SEC Civil Action granted the motion to intervene and
granted the motion to stay with respect to all witness-related discovery, with some limited exceptions, as clarified in a subsequent
ruling on December 15, 2016.
As discussed below, the Company and certain of its former officers and current and former directors have been named as
defendants in a number of lawsuits filed following the October 29 8-K, including class actions, derivative actions, and individual
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.
F-60
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Between October 30, 2014 and January 20, 2015, the Company and certain of its former officers and current and former
directors, among other individuals and entities, were named as defendants in ten 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 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 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 at oral argument on June
1, 2016. The Company and the OP filed an answer to the second amended class action complaint on July 29, 2016. On September
8, 2016, the Court issued an order directing plaintiffs to file 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 are not required to file new answers. In the
September 8, 2016 order, the court also directed that document production should be substantially complete by December 15,
2016. On January 25, 2017, the court issued an order directing plaintiffs to file a motion for class certification by March 15, 2017
and defendants to file an opposition to the motion by May 5, 2017. The court scheduled a status conference on May 16, 2017.
The Company, certain of its former officers and current and former directors, and the OP, among others, have also been named
as defendants in additional 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; 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; and Eton Park Fund, L.P. v. American Realty Capital
Properties, Inc., et al., No. 16-cv-09393 (the “Eton Park Action”) (collectively, the “Opt-Out Actions”). The Opt-Out Actions assert
claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities.
The Company has filed answers to the complaints in all of the Opt-Out Actions except for the Eton Park Action, in which it filed
a motion to dismiss on February 10, 2017. Document production in the Opt-Out Actions is being coordinated with production in
the SDNY Consolidated Securities Class Action.
On October 27, 2015, the Company and certain of its former officers, among others, were 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 asserts 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, the
Company filed a motion to transfer the Vanguard Action to the United States District Court for the Southern District of New York
and a motion to dismiss the complaint. On September 29, 2016, the court entered an order denying the Company’s motion to
transfer and granting in part and denying in part the Company’s motion to dismiss. The Company filed an answer to the complaint
on November 4, 2016. Discovery is ongoing.
The Company was also named as a nominal defendant, and certain of its former officers and current and former 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 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 seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary
duty, among other claims. On February 12, 2016, the Company and other defendants filed a motion to dismiss the SDNY Derivative
Action due to plaintiffs’ failure to plead facts demonstrating that the Board’s decision to refuse plaintiffs’ pre-suit demands was
wrongful and not a protected business judgment. On June 9, 2016, the court granted in part 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. Document production in the Witchko Action is being coordinated with
production in the SDNY Consolidated Securities Class Action.
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 seeks 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.
F-61
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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 seeks 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.
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 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. The Company is required to respond to the amended complaint by March 24, 2017.
The Company has not reserved amounts for any of the litigation or investigation matters above either because it has not
concluded that a loss is probable in the matter or because it believes that any probable loss or reasonably possible range of loss is
not reasonably estimable at this time. The Company is currently unable to reasonably estimate a range of reasonably possible loss
because these matters involve significant uncertainties, including the complexity of the facts and the legal theory and the nature
of the claims.
CapLease Litigation Matters
Following the announcement of the merger agreement with CapLease in May 2013, a number of lawsuits were filed by
CapLease stockholders, with only one action remaining pending:
On June 25, 2013, a putative class action and derivative lawsuit was filed in the Circuit Court for Baltimore City against the
Company, the OP, CapLease, and members of the CapLease board of directors, among others, captioned Tarver v. CapLease, Inc.,
et al., No. 24-C-13-004176 (the “Tarver Action”). The complaint alleged, among other things, that the merger agreement was the
product of breaches of fiduciary duty by the CapLease directors because the transaction purportedly did not provide for full and
fair value for the CapLease shareholders and was not the result of a competitive bidding process, the merger agreement allegedly
contained coercive deal protection measures and the merger was purportedly approved as a result of improper self-dealing by
certain defendants who would receive certain alleged employment compensation benefits and continued employment pursuant to
the merger agreement. In August 2013, counsel in the Tarver Action filed a motion for a stay in the Baltimore Court, informing
the court that the plaintiff had agreed to join and participate in the prosecution of other actions concerning the CapLease transaction
then pending in a New York court (which were subsequently dismissed). The stay was granted by the Baltimore Court and the
parties have engaged in no subsequent activity in the Tarver Action. Consequently, the Tarver Action has been dismissed without
prejudice for lack of prosecution.
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 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. 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, which were included in a Current Report on Form 8-K filed by the
Company with the SEC on 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.
F-62
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Contractual Lease Obligations
The following table reflects the minimum base rent payments due from 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):
2017
2018
2019
2020
2021
Thereafter
Total
Purchase Commitments
Future Minimum Base Rent Payments
Ground Leases
Office Leases
$
$
14,393
14,217
14,069
13,433
12,662
212,000
280,774
$
$
4,381
4,298
4,359
4,381
4,369
8,415
30,203
Cole Capital enters into purchase and sale agreements and deposits funds into escrow towards the purchase of real estate
assets, most of which are expected to be assigned to one of the Cole REITs at or prior to the closing of the respective acquisition.
As of December 31, 2016, Cole Capital was a party to eight purchase and sale agreements with unaffiliated third-party sellers to
purchase a 100% interest in 20 properties, subject to meeting certain criteria, for an aggregate purchase price of $489.1 million,
exclusive of closing costs. As of December 31, 2016, Cole Capital had $3.7 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.
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 16 – 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, 2016, the General
Partner had approximately 974.1 million shares of Common Stock issued and outstanding.
Additionally, the Operating Partnership had approximately 974.1 million General Partner OP Units issued and outstanding as
of December 31, 2016, corresponding to the General Partner’s outstanding shares of Common Stock.
Common Stock Offerings
On August 10, 2016, the Company issued 69.0 million shares of Common Stock in a public offering for net proceeds, after
underwriting discounts and offering costs, of $702.5 million, which were used in part to repay the 2016 Term Loan and amounts
under the Credit Facility. Concurrently, the Operating Partnership issued the General Partner 69.0 million General Partner OP
Units.
On May 28, 2014, the General Partner closed on a public offering of 138.0 million shares of Common Stock. The net proceeds
to the General Partner were $1.6 billion after deducting underwriting discounts, commissions and offering-related expenses.
Concurrently, the Operating Partnership issued the General Partner 138.0 million General Partner OP Units.
Common Stock Continuous Offering Program
On September 19, 2016, the Company registered a continuous equity offering program (the “Program”) pursuant to which
the Company can offer and sell, from time to time through September 19, 2019 in “at-the-market” offerings or certain other
F-63
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As
of December 31, 2016, no shares of Common Stock have been issued pursuant to the Program.
Preferred Stock and Preferred OP Units
Series D Preferred Stock
During the year ended December 31, 2013, the Company issued approximately 21.7 million shares of convertible preferred
stock (“Series D Preferred Stock”) and 15.1 million shares of common stock, for gross proceeds of $288.0 million and $186.0
million, respectively. The Company redeemed all outstanding Series D Preferred Stock and a corresponding number of Series D
Preferred Units during the year ended December 31, 2014 for $316.1 million in cash.
Prior to the redemption, the Company concluded that the conversion option qualified as a derivative and should be bifurcated
from the host instrument. At redemption, the Company recorded a loss of $13.6 million in relation to the conversion option in loss
on derivative instruments, net in the consolidated statement of operations for the year ended December 31, 2014.
Series F Preferred Stock
As of December 31, 2016, the General Partner had approximately 42.8 million shares of Series F Preferred Stock and General
Partner Series F Preferred Units and 86,874 Limited Partner Series F Preferred 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 is not redeemable by the
Company before 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”. The Series F Preferred Units contain the same terms as the Series F Preferred Stock.
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain
distributions, or nontaxable distributions. Nontaxable 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, 2016, 2015 and 2014:
Ordinary dividends
Nontaxable distributions
Capital gain distributions
Total
Limited Partner OP Units
Year Ended December 31,
2016
2015
2014
95.0%
—%
5.0%
100%
75.9%
—%
24.1%
100%
100.0%
—%
—%
100%
As of December 31, 2016, the Operating Partnership had approximately 23.75 million Limited Partner OP Units outstanding,
following the conversion of 15,450 Limited Partner OP Units, owned by a party unaffiliated with the Former Manager, into shares of
the Company's Common Stock pursuant to the terms of the LPA. As of December 31, 2015, the Operating Partnership had
approximately 23.76 million Limited Partner OP Units outstanding.
As of December 31, 2016, the Company has received redemption requests totaling approximately 13.1 million Limited Partner
OP Units from certain affiliates of the Former Manager, which would have been redeemable for a corresponding number of common
shares. The Company believes it has potential claims against recipients 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 when the Common Stock dividends
were otherwise paid.
F-64
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Common Stock Dividends
On December 23, 2014, in connection with the amendments to the Credit Facility, the Company agreed to suspend the payment
of dividends on its common stock until it complied with periodic financial reporting and related requirements. On March 30, 2015,
the Company satisfied these financial statement and other information requirements and subsequently declared quarterly dividends
to stockholders of record each quarter from the third quarter of the year ended December 31, 2015 through the third quarter of the
year ended December 31, 2016 of $0.1375 per share of common stock (representing an annualized dividend rate of $0.55 per
share). The Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common stock (equaling an
annualized dividend rate of $0.55 per share) for the fourth quarter of 2016 on November 1, 2016 to stockholders of record as of
December 30, 2016, which was paid on January 17, 2017. 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 nontaxable distributions. Nontaxable distributions will reduce U.S stockholders’ basis (but not below zero) in
their shares. The following table shows the character of the common stock distributions paid on a percentage basis for the years
ended December 31, 2016, 2015 and 2014:
Ordinary dividends
Nontaxable distributions
Capital gain distributions
Total
Common Stock Repurchases
Year Ended December 31,
2016
2015
2014
95.0%
—%
5.0%
100%
75.9%
—%
24.1%
100%
6.0%
94.0%
—%
100%
Under the General Partner’s Equity Plan (defined below), individuals have the option to have the General Partner repurchase
shares vesting from awards made under the Equity Plan in order to satisfy the minimum federal and state tax withholding obligations.
During the year ended December 31, 2016, the General Partner repurchased 481,261 shares to satisfy the federal and state tax
withholding on behalf of individuals.
Note 17 – Equity-based Compensation
Equity Plan
The General Partner has adopted an equity plan (the “Equity Plan”), which provides for the grant of stock options, stock
appreciation rights, restricted shares of Common Stock (“Restricted 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, the General Partner has granted fully vested shares of Common Stock, Restricted Shares,
Restricted Stock Units and Deferred Stock Units under the Equity Plan. 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 of Restricted
Stock Units or Deferred Stock Units, 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, 2016, the General Partner
had cumulatively awarded under its Equity Plan approximately 4.1 million Restricted Shares, net of the forfeiture of 3.6 million
Restricted Shares through that date, 3.4 million Restricted Stock Units, net of the forfeiture of 0.5 million Restricted Stock Units
through that date, and 0.2 million Deferred Stock Units, collectively representing approximately 7.7 million shares of Common
Stock. Accordingly, as of such date, approximately 92.1 million additional shares were available for future issuance.
F-65
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
During the years ended December 31, 2015 and 2014, the General Partner awarded 5,634 and 165,838 shares of Common
Stock, respectively. The fair value 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 and $2.0 million of compensation expense related to the awards for the
years ended December 31, 2015 and 2014, respectively, which is recorded in general and administrative expense in the
accompanying consolidated statements of operations. No such shares of Common Stock were awarded during the year ended
December 31, 2016.
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, 2016, 2015 and 2014 the Company recorded $2.7 million, $3.9 million and $29.7
million, respectively, of compensation expense related to the Restricted Shares, which is recorded in general and administrative
expense in the accompanying consolidated statements of operations. As of December 31, 2016, there was $3.6 million of
unrecognized compensation expense related to the Restricted Shares with a weighted-average remaining term of 1.9 years.
The following table details the activity of the Restricted Shares during the year ended December 31, 2016:
Unvested shares, December 31, 2014
Granted
Vested
Forfeited
Unvested shares, December 31, 2015
Granted
Vested
Forfeited
Unvested shares, December 31, 2016
Time-Based Restricted Stock Units
Restricted Shares
Weighted-Average Grant
Date Fair Value
2,684,062
4,010
(989,621)
(458,789)
1,239,662
—
$
$
(586,863) $
(90,393) $
$
562,406
13.84
9.76
13.88
13.68
13.86
—
13.91
14.08
13.78
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 the
years ended December 31, 2016 and 2015, the Company recorded $3.4 million and $1.8 million, respectively, of compensation
expense related to the Time-Based Restricted Stock Units, which is recorded in general and administrative expense in the
accompanying consolidated statements of operations. No Time-based Restricted Stock Units were awarded during the year ended
December 31, 2014. As of December 31, 2016, there was $6.3 million of unrecognized compensation expense related to the Time-
Based Restricted Stock Units with a weighted-average remaining term of 1.8 years.
F-66
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Deferred Stock Units
The Company may award Deferred Stock Units to non-executive directors under the Equity Plan. Each Deferred Stock Unit
represents the right to receive one 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 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. 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, 2016 and 2015, the
Company recorded $0.8 million of expense related to Deferred Stock Units, which is recorded in general and administrative expense
in the accompanying consolidated statements of operations. No Deferred Stock Units were awarded during the year ended December
31, 2014. As of December 31, 2016, there is no unrecognized compensation expense related to the Deferred Stock Units.
The following table details the activity of the Time-Based Restricted Stock Units and Deferred Stock Units during the year
ended December 31, 2016.
Unvested units, December 31, 2014
Granted
Vested
Forfeited
Unvested units, December 31, 2015
Granted
Vested
Forfeited
Unvested units, December 31, 2016
Market-Based Restricted Stock Units
Time-Based Restricted
Stock Units
Weighted-Average Grant
Date Fair Value
Deferred Stock
Units
Weighted-Average Grant
Date Fair Value
— $
671,405
(41,112)
(41,155)
589,138
736,427
(199,556)
(40,095)
1,085,914
$
$
—
9.61
9.46
9.76
9.61
7.82
9.52
8.68
8.43
— $
90,076
(90,076)
—
— $
87,513
(87,513)
—
— $
—
8.75
8.75
—
—
9.18
9.18
—
—
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, which is recorded in general and
administrative expense in the accompanying consolidated statements of operations. There were no such expenses related to the
Market-Based Restricted Stock Units for the year ended December 31, 2014. As of December 31, 2016, there is 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
F-67
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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 derived 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, 2016 and 2015, the Company
recorded $4.6 million and $1.9 million, respectively, of expense related to the LTI Target Awards, which is recorded in general
and administrative expense in the accompanying consolidated statements of operations. There were no such expenses related to
the LTI Target Awards for the year ended December 31, 2014. As of December 31, 2016, there is $7.1 million of unrecognized
compensation expense related to the LTI Target Awards with a weighted-average remaining term of 1.6 years.
The following table details the activity of the unvested Market-Based Restricted Stock Units and the LTI Target Awards during
the year ended December 31, 2016.
Unvested units, December 31, 2014
Granted
Vested
Forfeited
Unvested units, December 31, 2015
Granted
Vested
Forfeited
Unvested units, December 31, 2016
Director Stock Plan
Market-Based
Restricted Stock Units
— $
Weighted-Average
Grant Date Fair Value
—
8.57
—
8.53
8.58
—
8.58
8.58
—
$
922,686
—
(217,882)
704,804
—
(610,839)
(93,965)
— $
LTI Target Awards
— $
Weighted-Average
Grant Date Fair Value
—
11.42
11.77
11.77
11.38
7.14
11.44
11.15
9.00
$
$
816,783
(3,311)
(82,024)
731,448
855,471
(8,065)
(56,367)
1,522,487
The General Partner adopted the Non-Executive Director Stock Plan (the “Director Stock Plan”), which provided for the grant
of Restricted Shares of Common Stock to each of the General Partner’s non-executive directors. As of December 31, 2014, a total
of 99,000 shares of Common Stock was reserved for issuance under the Director Stock Plan and the General Partner had awarded
45,000 of such shares. As of December 31, 2015, all shares awarded by the General Partner have vested and there was no activity
within the Director Stock Plan during the years ended December 31, 2016 or 2015. In accordance with the LPA, the Operating
Partnership issued an equal number of General Partner OP Units when the General Partner awarded shares under the Director
Stock Plan.
The fair value of these Restricted Shares, as well as the corresponding General Partner OP Units issued by the Operating
Partnership, under the Director Stock Plan is determined based upon the closing stock price on the grant date.
Multi-Year Outperformance Plans
Upon consummation of the the acquisition of American Realty Capital Trust III, Inc. on February 28, 2013 (the “ARCT III
Merger”), the Company entered into the 2013 Advisor Multi-Year Outperformance Agreement (the “OPP”) with the Former
Manager, whereby the Former Manager was able to earn compensation upon the attainment of stockholder value creation targets.
Under the OPP, the Former Manager was granted long-term incentive plan units of the OP (“LTIP Units”), which could be
earned or forfeited based on the General Partner’s total return to stockholders, as defined by the OPP, for the three-year period
that commenced on December 11, 2012.
Pursuant to previous authorization from the General Partner’s board of directors, as a result of the termination of the management
agreement with the Former Manager, all of the approximately 8.2 million LTIP Units were deemed vested and convertible into
OP Units upon the consummation of the Company’s transition to self-management on January 8, 2014 and were converted into
OP Units on such date. There are no awards outstanding under the OPP and the OPP has been terminated.
During the year ended December 31, 2014, the Operating Partnership recorded expenses of $1.6 million for the LTIP Units
under the OPP, which is recorded in general and administrative expense in the accompanying consolidated statements of operations.
As of December 31, 2014, all LTIP Units under the OPP were earned and $93.9 million of the expense was allocated to the non-
controlling interest on the consolidated balance sheet.
F-68
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
On October 3, 2013, the General Partner’s board of directors approved a multi-year outperformance plan (the “2014 OPP”),
which became effective upon the General Partner’s transition to self-management on January 8, 2014. Under the 2014 OPP,
individual agreements were entered into between the General Partner and the participants selected by the General Partner’s board
of directors (the “Participants”) that set forth the Participant’s participation percentage in the 2014 OPP and the number of LTIP
Units of the OP subject to the award (“OPP Agreements”). Under the 2014 OPP and the OPP Agreements, the Participants were
eligible to earn performance-based bonus awards equal to the Participant’s participation percentage of a pool that is funded up to
a maximum award opportunity of approximately 5% of the General Partner’s equity market capitalization at the time of the approval
of the 2014 OPP which, following the Audit Committee’s and Company’s review, was determined to be $120.0 million, not the
$218.1 million pool which had been used originally to calculate and report the awards issued to the Participants.
During the three months ended December 31, 2014, all of the Participants in the 2014 OPP departed from the Company and
forfeited all of their interests in the 2014 OPP. As such, all equity-based compensation expense related to the 2014 OPP was reversed
in the three months ended December 31, 2014 and no expense was recorded during the year ended December 31, 2015 or 2016.
The Compensation Committee of the General Partner’s board of directors (the “Compensation Committee”) elected to terminate
the 2014 OPP on April 23, 2015, which had zero LTIP Units outstanding following the departures of the Participants in the fourth
quarter of 2014. During the first quarter of 2015, the Compensation Committee, with input from its independent compensation
consultant, elected to adopt the LTI Target Award structure described above.
Note 18 – Related Party Transactions and Arrangements
Prior to January 8, 2014, the Former Manager managed the Company’s affairs on a day-to-day basis, with the exception of
certain acquisition, accounting and portfolio management services performed by employees of the Company. In August 2013, the
Company’s board of directors determined that it was in the best interest of the Company and its stockholders to become self-
managed, and the Company transitioned to self-management on January 8, 2014. In connection with becoming self-managed, the
General Partner terminated the management agreement with the Former Manager and the General Partner and the OP entered into
employment and incentive compensation arrangements with certain former executives.
In 2014, the Company and ARCT IV incurred commissions, fees and expenses payable to the Former Manager and its affiliates
including Realty Capital Securities, LLC (“RCS”), RCS Advisory Services, LLC (“RCS Advisory”), AR Capital, LLC (“ARC”),
ARC Advisory Services, LLC (“ARC Advisory”), American Realty Capital Advisors IV, LLC (the “ARCT IV Advisor”), American
National Stock Transfer, LLC (“ANST”) and ARC Real Estate Partners, LLC (“ARC Real Estate”). As a result of the departures
of certain officers and directors in December 2014, the Former Manager and its affiliates are no longer affiliated with the Company.
The Audit Committee Investigation identified certain payments made by the Company to the Former Manager and its affiliates
that were not sufficiently documented or that otherwise warranted scrutiny. As of December 31, 2014, the Company had recovered
consideration valued at $8.5 million in respect of such payments. The Company is considering whether it has a right to seek
recovery for any other such payments and, if so, its alternatives for seeking recovery. The Company believes it has potential claims
against recipients of certain OP Units and has engaged in discussions with affiliates of the Former Manager regarding pending
redemption requests. Prior to any resolution, the Company does not currently intend to satisfy any of the redemption requests. See
Note 16 – Equity for further discussion. As of December 31, 2016 and 2015, no asset has been recognized in the accompanying
consolidated financial statements related to any potential recovery.
The following table summarizes the related party fees and expenses incurred by the Company and ARCT IV by category and
the aggregate amounts contained in such categories for the period presented (in thousands). During the years ended December 31,
2016 and 2015, there were no transactions with the Former Manager or any of the Former Manager’s affiliates.
Expenses and capitalized costs:
Offering related costs
Acquisition related expenses
Litigation, merger and other non-routine costs, net of insurance recoveries
Management fees to affiliates
General and administrative expenses
Indirect affiliate expenses
Total
F-69
Year Ended December 31,
2014
$
$
2,150
1,652
137,778
13,888
16,089
10,975
182,532
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The following sections below further expand on the summarized related party transactions listed above. Unless otherwise
indicated, all of the related party fees and expenses discussed below were incurred and recognized during the year ended
December 31, 2014. No such expenses were incurred during the years ended December 31, 2016 and 2015.
Offering Related Costs
The Company and ARCT IV recorded commissions, fees and offering cost reimbursements for services provided to the
Company, and ARCT IV, as applicable, by affiliates of the Former Manager during the period indicated (in thousands):
Offering related costs
Offering costs and other reimbursements
Year Ended December 31,
2014
$
2,150
RCS served as the dealer-manager of ARCT IV’s initial public offering and received fees and compensation in connection
with those transactions. RCS received a selling commission of 7% of gross offering proceeds before reallowance of commissions
earned by participating broker-dealers and 3% of the gross proceeds from the sale of common stock, before reallowance to
participating broker-dealers, as a dealer manager fee in each of the initial public offerings. In addition, the Company reimbursed
RCS for services relating to the Company’s at-the-market equity program during 2014. Offering related costs are included in
offering costs in the accompanying consolidated statements of changes in equity.
Acquisition Related Expenses
During the year ended December 31, 2014, the Company paid a fee of $1.0 million (equal to 0.25% of the contract purchase
price) to RCS for strategic advisory services related to the Company’s acquisition of certain properties from Fortress Investment
Group LLC and $0.6 million (equal to 0.25% of the contract purchase price) to RCS related to the Company’s acquisition of certain
properties from Inland American Real Estate Trust, Inc.
Litigation, Merger and Other Non-Routine Costs, Net of Insurance Recoveries
The Company and ARCT IV incurred fees and expenses payable to the Former Manager and its affiliates for services related
to mergers and other non-routine transactions, as discussed below.
The table below shows fees and expenses attributable to each merger and other non-routine transaction during the year ended
December 31, 2014 (in thousands).
Merger related costs:
Strategic advisory services
Personnel costs and other reimbursements
Litigation and other non-routine costs:
Post-transaction support services
Subordinated distribution fees
Furniture, fixtures and equipment
Personnel costs and other reimbursements
Other fees and expenses
Total
Year Ended December 31, 2014
ARCT IV
Merger
Internalization
and Other
Cole
Merger
Multi-tenant
Spin Off
Total
$ 8,400
$
— $ 17,115
$
1,750
$
27,265
—
—
1,352
78,244
5,800
417
—
$ 94,213
$
10,000
—
10,000
—
—
20,000
72
—
—
—
1,728
2,900
$ 21,815
$
—
—
—
—
—
—
1,750
72
11,352
78,244
15,800
2,145
2,900
$ 137,778
F-70
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Merger Related Costs
ARCT IV Merger
Pursuant to ARCT IV’s advisory agreement with the ARCT IV Advisor, ARCT IV agreed to pay the ARCT IV Advisor a
brokerage commission on the sale of property in connection with the ARCT IV Merger. At the time of the ARCT IV Merger, ARCT
IV paid $8.4 million to the ARCT IV Advisor in connection with this agreement. These commissions were included in litigation,
merger and other non-routine costs, net of insurance recoveries in the accompanying consolidated statements of operations for the
year ended December 31, 2014.
Cole Merger
The Company entered into an agreement with RCS under which RCS agreed to provide strategic and financial advisory
services to the Company in connection with the Cole Merger. The Company agreed to pay a fee equal to 0.25% of the transaction
value upon the consummation of the transaction and reimburse out of pocket expenses. The Company incurred and recognized
$14.2 million in expense from this agreement in the year ended December 31, 2014.
Pursuant to the transaction management services agreement, dated December 9, 2013, the Company and the OP paid RCS
Advisory an aggregate fee of $2.9 million on January 8, 2014, in connection with providing the following services: transaction
management support related to the Cole Merger up to the date of the transaction management services agreement and ongoing
transaction management support, marketing support, due diligence coordination and event coordination up to the date of the
termination of the transaction management services agreement. The transaction management services agreement expired on the
consummation of the Company’s transition to self-management on January 8, 2014.
Multi-tenant Spin-off
The Company entered into an agreement with RCS, under which RCS agreed to provide strategic and financial advisory
services to the Company in connection with a spin-off of the Company’s multi-tenant shopping center business. During the year
ended December 31, 2014, the Company incurred $1.8 million of such fees, which are included in litigation, merger and other
non-routine costs, net of insurance recoveries in the accompanying consolidated statements of operations.
Other Non-Routine Transactions
Post-Transaction Support Services
In connection with its entry into the ARCT IV Merger Agreement, ARCT IV agreed to pay additional asset management fees,
which totaled $1.3 million, net of credits received from affiliates during the year ended December 31, 2014.
Effective January 8, 2014, the Former Manager agreed to provide certain transition services, including accounting support,
acquisition support, investor relations support, public relations support, human resources and administration, general human
resources duties, payroll services, benefits services, insurance and risk management, information technology, telecommunications
and Internet and services relating to office supplies. The Company paid $10.0 million to the Former Manager on January 8, 2014.
This arrangement was in effect for a 60-day term beginning on January 8, 2014.
ARCT IV Merger Subordinated Distribution Fee
On January 3, 2014, the OP entered into a contribution and exchange agreement with the ARCT IV OP, American Realty
Capital Trust IV Special Limited Partner, LLC (the “ARCT IV Special Limited Partner”) and ARC Real Estate. The ARCT IV
Special Limited Partner was entitled to receive certain distributions from the ARCT IV OP, including the subordinated distribution
of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of limited partnership of the
ARCT IV OP). The ARCT IV Merger constituted an “investment liquidity event,” due to the attainment of the 6.0% performance
hurdle and the return to ARCT IV’s stockholders of $358.3 million in addition to their initial investment. Pursuant to the contribution
and exchange agreement, the ARCT IV Special Limited Partner contributed its interest in the ARCT IV OP, inclusive of the$78.2
million of subordinated distribution proceeds received, to the ARCT IV OP in exchange for 2.8 million ARCT IV OP Units. Upon
consummation of the ARCT IV Merger, these ARCT IV OP Units were immediately converted into 6.7 million OP Units after
application of the applicable ARCT IV Exchange Ratio. In conjunction with the ARCT IV Merger Agreement, the ARCT IV Special
Limited Partner agreed to hold its OP Units for a minimum of two years before converting them into shares of the Company’s
Common Stock.
F-71
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Furniture, Fixtures and Equipment and Other Assets
The Company entered into three agreements with affiliates of the Former Manager and the Former Manager (the “Sellers”),
as applicable, pursuant to which, the Sellers sold the OP certain furniture, fixtures and equipment and other assets (“FF&E”) used
by the Sellers in connection with managing the property-level business and operations and accounting functions of the Company
and the OP. The Company incurred and recorded $15.8 million to purchase the FF&E and other assets during the year ended
December 31, 2014. The Company has concluded that there was no evidence of the receipt and it could not support the value of
the FF&E and other assets. As such, the Company expensed the amount originally capitalized and recognized the expense in
litigation, merger and other non-routine costs, net of insurance recoveries during the fourth quarter of 2014.
Personnel Costs and Other Reimbursements
The Company and ARCT IV incurred expenses of and paid $1.4 million to RCS Advisory, $0.6 million to ANST and $0.1
million to RCS for personnel costs and reimbursements in connection with non-recurring transactions during the year ended
December 31, 2014.
Other Fees and Expenses
In connection with the closing of the Cole Merger, the Company paid $2.9 million to RCS Advisory during the year ended
December 31, 2014.
Management Fees to Affiliates
The Company and ARCT IV recorded fees and reimbursements for services provided by the Former Manager and its affiliates
related to the operations of the Company and ARCT IV during the year ended December 31, 2014 (in thousands). No such fees
were incurred during the years ended December 31, 2016 and 2015.
Management fees to affiliates:
Asset management fees
Asset Management Fees
ARCT IV
Year Ended December 31,
2014
$
13,888
In connection with the asset management services provided by the ARCT IV Advisor, ARCT IV issued (subject to periodic
approval by ARCT IV’s board of directors) to the ARCT IV Advisor performance-based restricted partnership units of the ARCT
IV OP designated as “ARCT IV Class B Units,” which were intended to be profit interests and to vest, and no longer be subject
to forfeiture, at such time as: (x) the value of the ARCT IV OP’s assets plus all distributions equaled or exceeded the total amount
of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the “economic hurdle”);
(y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the
Company’s independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the ARCT IV Advisor was
still providing advisory services to ARCT IV.
The calculation of the ARCT IV asset management fees was equal to: (i) 0.1875% of the cost of ARCT IV’s assets; divided
by (ii) the value of one share of ARCT IV common stock as of the last day of such calendar quarter. When approved by the board
of directors, the ARCT IV Class B Units were issued to the ARCT IV Advisor quarterly in arrears pursuant to the terms of the
ARCT IV Operating Partnership agreement. During the year ended December 31, 2013, ARCT IV’s board of directors approved
the issuance of 492,483 ARCT IV Class B Units to the ARCT IV Advisor in connection with this arrangement. As of December 31,
2013, ARCT IV did not consider achievement of the performance condition to be probable and no expense was recorded at that
time. The ARCT IV Advisor received distributions on unvested ARCT IV Class B Units equal to the distribution rate received on
the ARCT IV common stock. The performance condition related to the 498,857 ARCT IV Class B Units, which includes units
issued for the period of January 1, 2014 through the ARCT IV Merger Date, was satisfied upon the completion of the ARCT IV
Merger. These ARCT IV Class B Units immediately converted into OP Units at the 2.3961 exchange ratio and the Company
recorded an expense of $13.9 million based on the fair value of the ARCT IV Class B Units during the year ended December 31,
2014. No expense was recognized during the years ended December 31, 2016 and 2015.
F-72
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
General and Administrative Expenses
The Company and ARCT IV recorded general and administrative expenses as shown in the table below for services provided
by the Former Manager and its affiliates related to the operations of the Company and ARCT IV during the period indicated (in
thousands):
General and administrative expenses:
Advisory fees and reimbursements
Equity awards
Total
Advisory Fees and Reimbursements
Year Ended December 31,
2014
$
$
2,015
14,074
16,089
The Company and ARCT IV agreed to pay certain fees and reimbursements during the year ended December 31, 2014 to the
Former Manager and its affiliates, as applicable, for their out-of-pocket costs, including without limitation, legal fees and expenses,
due diligence fees and expenses, other third party fees and expenses, costs of appraisals, travel expenses, nonrefundable option
payments and deposits on properties not acquired, accounting fees and expenses, title insurance premiums and other closing costs,
personnel costs and miscellaneous expenses relating to the selection, acquisition and due diligence of properties or general operation
of the Company. During the year ended December 31, 2014, these expenses totaled $2.0 million. No such expenses were incurred
during the years ended December 31, 2016 and 2015.
Equity Awards
Upon consummation of the ARCT III Merger, the Company entered into the OPP with the Former Manager. The OPP gave
the Former Manager the opportunity to earn compensation upon the attainment of certain stockholder value creation targets. During
the year ended December 31, 2014, $1.6 million was recorded in general and administrative expenses as equity-based compensation
relating to the change in total return to stockholders used in computing the number of LTIP units earned between December 31,
2013 and January 8, 2014.
During the year ended December 31, 2014, the Company granted 796,075 restricted share awards to employees of affiliates
of the Former Manager as compensation for certain services and 87,702 restricted stock awards to two directors who were affiliates
of the Former Manager. The grant date fair value of the awards of $12.5 million for the year ended December 31, 2014 was recorded
in general and administrative expenses in the accompanying consolidated statements of operations. No such expenses or grants
were made to employees of affiliates of the Former Manager during the years ended December 31, 2016 and 2015.
Indirect Affiliate Expenses
The Company incurred fees and expenses payable to affiliates of the Former Manager or payable to a third party on behalf of
affiliates of the Former Manager for amenities related to certain buildings, as explained below. These expenses are depicted in the
table below for the year ended December 31, 2014 (in thousands). No such expenses were incurred during the years ended
December 31, 2016 and 2015.
Indirect affiliate expenses:
Audrain building
ANST office build-out
New York (405 Park Ave.) office
Dresher, PA office
North Carolina office
Total
F-73
Year Ended December 31,
2014
$
$
8,724
462
1,659
92
38
10,975
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Audrain Building
During the year ended December 31, 2013, a wholly owned subsidiary of ARC Real Estate purchased a historic building in
Newport, Rhode Island (“Audrain”) with plans to renovate the second floor to serve as offices for certain executives of the Company,
the Former Manager and affiliates of the Former Manager. An affiliate of the Former Manager requested that invoices relating to
the second floor renovation and tenant improvements and all building operating expenses either be reimbursed by the Company
to ARC Advisory or be paid directly to the contractors and vendors. During the year ended December 31, 2014, the Company
incurred $8.7 million for tenant improvements and furniture and fixtures relating to the renovation directly to third parties.
In addition, on October 4, 2013, the Company entered into a lease agreement with a subsidiary of ARC Real Estate for a term
of 15 years with annual base rent of $0.4 million requiring monthly payments beginning on that date. As there were tenants
occupying the building when it was purchased, these tenants subleased their premises from the Company until their leases
terminated. During the year ended December 31, 2014, the Company incurred and paid $0.3 million for base rent, which was
partially offset by $17,000 of rental revenue received from the subtenants. No rental revenue was received during the years ended
December 31, 2016 and 2015.
As a result of findings of the Audit Committee Investigation, the Company terminated this lease agreement and was reimbursed
for the tenant improvements and furniture costs incurred by the Company, totaling $8.5 million, during the year ended December
31, 2014. Reimbursement was made by delivery and retirement of 916,423 OP Units held by an affiliate of the Former Manager.
The Company never moved into or occupied the building.
American National Stock Transfer, LLC Office Build-out
During the year ended December 31, 2014, as a result of the Cole Merger, the Company worked to develop a partnership with
ANST. Plans were made to move ANST to part of the Cole Capital office building in 2014. In order to accommodate the ANST
employees, the Cole Capital office building was remodeled. During the year ended December 31, 2014, the Company paid $0.5
million directly to third parties for leasehold improvements and furniture and fixtures relating to the renovation.
ANST never moved into the building. The Company is considering its options with regard to recovery of such payments,
although no decisions have been made at this time. No asset has been recognized in the financial statements related to any potential
recovery.
Shared Office Space
During the year ended December 31, 2014, the Company paid $1.8 million to an affiliate of the Former Manager for rent,
leasehold improvements and furniture and fixtures related to offices in New York, Pennsylvania, and North Carolina where certain
of the Company’s employees shared office space with an affiliate of the Former Manager. The Company no longer occupies the
office space.
Additional Related Party Transactions
The following related party transactions were not included in the tables above.
Tax Protection Agreement
The Company is party to a tax protection agreement with ARC Real Estate, which contributed its 100% indirect ownership
interests in 63 of the Company’s properties to the Operating Partnership in the formation transactions related to the Company’s
initial public offering. Pursuant to the tax protection agreement, the Company has agreed to indemnify ARC Real Estate for its
tax liabilities (plus an additional amount equal to the taxes incurred as a result of such indemnity payment) attributable to its built-
in gain, as of the closing of the formation transactions, with respect to its interests in the contributed properties (other than two
vacant properties contributed), if the Company sells, conveys, transfers or otherwise disposes of all or any portion of these interests
in a taxable transaction on or prior to September 6, 2021. The sole and exclusive rights and remedies of ARC Real Estate under
the tax protection agreement will be a claim against the Operating Partnership for ARC Real Estate’s tax liabilities as calculated
in the tax protection agreement, and ARC Real Estate shall not be entitled to pursue a claim for specific performance or bring a
claim against any person that acquires a protected property from the Operating Partnership in violation of the tax protection
agreement.
F-74
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Investment from the ARCT IV Special Limited Partner
In connection with the ARCT IV Merger, the ARCT IV Special Limited Partner invested $0.8 million in the ARCT IV OP
and was subsequently issued 79,870 OP Units in respect thereof upon the closing of the ARCT IV Merger after giving effect to
the ARCT IV Exchange Ratio. This investment is included in non-controlling interests in the accompanying consolidated balance
sheets.
Investment in an Affiliate of the Former Manager
During the year ended December 31, 2013, the Company invested $10.0 million in a real estate fund advised by an affiliate
of the Former Manager, American Real Estate Income Fund, which invests primarily in equity securities of other publicly traded
REITs, and subsequently reinvested dividends totaling $0.1 million in the fund. As of December 31, 2014, the Company sold
substantially all of its investment, with a remaining investment value of less than $0.1 million. As of December 31, 2016 and 2015,
the Company sold all of its investments in the fund.
Cole Capital
Cole Capital is 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 the respective board of directors of each of the Cole
REITs an approach for providing investors with liquidity. In addition, the Company distributes the shares of common stock for
certain Cole REITs and advises them regarding offerings, manages relationships with participating broker-dealers and financial
advisors and provides assistance in connection with compliance matters relating to the offerings. The Company receives
compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment, management and disposition
of their respective assets, as applicable.
Offering-Related Revenue
The Company generally receives 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 of the Cole REITs’ common stock in their primary offerings.
The Company has reallowed 100% of selling commissions earned to participating broker-dealers. The Company, in its sole
discretion, may reallow all or a portion of its 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. No selling commissions or dealer manager fees
are paid to 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.
All other organization and offering expenses associated with the sale of the Cole REITs’ common stock are paid for in advance
by the Company and subject to reimbursement by the Cole REITs, up to certain limits in accordance with their respective advisory
agreements and charters. As these costs are incurred, they are recorded as reimbursement revenue, up to the respective limit, and
are included in offering-related revenues in the financial results for Cole Capital. Expenses paid on behalf of the Cole REITs in
excess of these limits that are expected to be collected based on future estimated offering proceeds are recorded as program
development costs, which are included in rent and tenant receivables and other assets, net in the accompanying consolidated balance
sheets. The Company assesses the collectability of the program development costs, considering the offering period and historical
and forecasted sales of shares under the Cole REITs’ respective offerings and reserves for any balances considered not collectible.
Additional reserves are generally recorded if actual proceeds raised from the offerings and corresponding program development
costs incurred differ from management’s assumptions. During the three months ended December 31, 2016 and 2015, the Company
assessed the expected collectability of the program development costs based on assumptions used to evaluate goodwill and intangible
asset impairments and recorded additional reserves for uncollectible amounts of $11.1 million and $11.3 million, respectively. The
Company recorded an additional reserve for uncollectible amounts of $3.2 million during the year ended December 31, 2016,
related to the closing of CCIT II’s primary offering. These amounts are recorded in general and administrative expenses in the
accompanying statements of operations. As of December 31, 2016 and December 31, 2015, the Company had organization and
offering costs recorded as program development costs, included in rent and tenant receivables and other assets, net in the consolidated
balance sheets, of $3.2 million and $12.9 million, respectively, which were net of reserves of $31.7 million and $34.8 million,
respectively.
F-75
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The following table shows the offering fee summary information for the Cole REITs as of December 31, 2016:
Program
Open Programs (3)(4)
CCPT V (5)
Class A Shares
Class T Shares (6)
INAV
Wrap Class Shares
Advisor Class Shares
Institutional Class Shares
CCIT III (5)(9)
Class A Shares
Class T Shares
Selling
Commissions (1)
Dealer Manager
Fees (2)
Annual Distribution and
Stockholder Servicing Fee (2)
7%
3%
—%
up to 3.75%
—%
7%
3%
2%
2%
0.55%
0.55%
0.25%
2%
2%
(8)
(8)
(8)
—%
1.0%
—%
0.5%
—%
—%
1%
(7) (8)
(8)
(8)
_______________________________________________
(1) The Company reallowed 100% of selling commissions earned to participating broker-dealers during the years ended December 31, 2016 and 2015 and 2014.
(2) The Company may reallow all or a portion of its dealer manager fee and/or a distribution and stockholder servicing fee to participating broker-dealers as a
marketing and due diligence expense reimbursement.
(3) The Company receives 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 fee with respect to sales of Class T shares is 4.0% of the gross offering proceeds for
CCPT V and CCIT III.
(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 are 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.
(9) On September 22, 2016, the registration statement for the initial public offering of CCIT III was declared effective by the SEC, consisting of Class A shares
of common stock and Class T shares of common stock.
F-76
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Transaction Service Revenue
The Company earns acquisition fees related to the acquisition, development or construction of properties on behalf of certain
of the Cole REITs. In addition, the Company is reimbursed for acquisition expenses incurred in the process of acquiring properties
up to certain limits per the respective advisory agreement. The Company is not reimbursed for personnel costs in connection with
services for which it receives acquisition fees or real estate commissions. In addition, the Company may 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.
The following table shows the transaction-related fees for the Cole REITs and other real estate programs as of December 31,
2016:
Program
Open Programs
CCPT V
INAV
CCIT III
Closed Programs
CCIT II
CCPT IV
Other Programs
Acquisition Fees (1)
Disposition Fees
Performance Fees (2)
Financing Coordination Fee (3)
2%
—
2%
2%
2%
1%
—
1%
1%
1%
15%
—
15%
15%
15%
Various
Various
Various
—
—
1%
—
—
—
_______________________________________________
(1) Percent taken on gross purchase price.
(2) Performance fee 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 for any debt (other than loans advanced by
the Company) to acquire properties or make other permitted investments.
Management Service Revenue
The Company earns advisory and asset and property management fees from certain Cole REITs and other real estate programs.
The Company may also be reimbursed for expenses incurred in providing advisory and asset and property management services,
subject to certain limitations. In addition, the Company earns a performance fee relating to INAV for any year in which the total
return on stockholders’ capital exceeds 6% per annum on a calendar year basis.
The following table shows the management fees for the Cole REITs and other real estate programs as of December 31, 2016:
Program
Open Programs
CCPT V
INAV
CCIT III
Closed Programs
CCIT II
CCPT IV
Other Programs
Asset Management / Advisory Fees (1)
Performance Fees (2)
0.65% - 0.75%
0.90%
0.65% - 0.75%
0.65% - 0.75%
0.65% - 0.75%
Various
—
25%
—
—
—
—
_______________________________________________
(1) Annualized fee based on the average monthly invested assets or net asset value, if available.
(2) The performance fee is limited to 10% of the aggregate total return, for each class, for any individual year.
F-77
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (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, 2016, 2015 and 2014 (in thousands).
Offering-related fees and reimbursements
Selling commissions (1)
Dealer manager and distribution fees (2)
Reimbursement revenue
Offering-related fees and reimbursements
Transaction service fees and reimbursements
Acquisition fees
Disposition fees (3)
Reimbursement revenues
Transaction service fees and reimbursements
Management fees and reimbursements
Asset and property management fees and leasing fees
Advisory and performance fee revenue
Reimbursement revenues
Management fees and reimbursements
Interest income on Affiliate Lines of Credit
Total related party revenues(4)
___________________________________
$
Year Ended December 31,
2016
2015
2014
$
19,943
8,307
8,283
36,533
9,733
—
2,800
12,533
220
51,099
17,585
68,904
453
$
14,101
5,131
5,178
24,410
18,742
4,974
2,165
25,881
452
44,948
13,843
59,243
1,275
57,023
17,533
12,553
87,109
60,426
—
4,284
64,710
596
40,906
8,806
50,308
307
$
118,423
$
110,809
$
202,434
(1) The Company reallowed 100% of selling commissions earned to participating broker-dealers during the years ended December 31, 2016, 2015 and 2014.
(2) During the years ended December 31, 2016, 2015 and 2014, the Company reallowed $3.2 million, $2.1 million and $9.2 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 $1.4 million, $5.3 million and $1.4 million for the years ended December 31,
2016, 2015 and 2014, respectively.
Investment in the Cole REITs
As of December 31, 2016 and 2015, the Company owned aggregate equity investments of $4.7 million and $4.1 million,
respectively, in the Cole REITs and other affiliated offerings. 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 Cole REIT’s earnings and distributions. The Company records its proportionate share of net income (loss)
from the Cole REITs in equity in income (loss) and gain on disposition of unconsolidated entities in the consolidated statements
of operations. During the years ended December 31, 2016, 2015 and 2014, the Company recognized $1.3 million of net loss,
$46,000 of net income and $1.6 million of net loss, respectively, from the Cole REITs.
The table below presents certain information related to the Company’s investments in the Cole REITs as of December 31,
2016 (carrying amount in thousands):
Cole REIT
CCPT V
INAV
CCIT II
CCIT III
CCPT IV
Funds not yet in offering
December 31, 2016
% of Outstanding Shares Owned
0.93%
0.08%
0.44%
86.72%
0.01%
100.00%
Carrying Amount of Investment
1,396
$
140
1,259
1,440
113
400
4,748
$
F-78
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Unconsummated Sale of Cole Capital to RCS Capital Corporation
On October 1, 2014, the Company announced that it had entered into a purchase agreement, pursuant to which RCS Capital
Corporation (“RCAP”) would acquire Cole Capital for at least $700.0 million. As part of the transaction, the Company would
be entitled to an earn-out of up to an additional $130.0 million based upon Cole Capital’s 2015 earnings before income taxes,
depreciation and amortization. On November 3, 2014, the Company received notice from RCAP purporting to terminate the
agreement. On December 4, 2014, the Company issued a press release announcing that it had entered into a settlement agreement
with RCAP that resolved their dispute relating to the agreement.
The settlement included: $42.7 million in cash paid by RCAP to the Company; a $15.3 million unsecured note issued by
RCAP to the Company; and a release of the Company from its obligation to pay $2.0 million to RCAP for services performed
in relation to the Company’s Common Stock offering in 2014. This settlement is included in other income, net in the accompanying
consolidated statements of operations. The Company and RCAP also agreed to work together to terminate, unwind or otherwise
discontinue all agreements, arrangements and understandings between the two parties and any of their respective subsidiaries.
See Note 8 – Mortgage Notes Receivable for further discussion on the unsecured note and the Company’s inclusion of the entire
amount of the note in reserve for loan loss in 2015 in the accompanying consolidated statements of operations.
Due to Affiliates
Due to affiliates, as reported in the accompanying consolidated balance sheets, was $16,000 and $0.2 million as of
December 31, 2016 and 2015, respectively, related to amounts due to the Cole REITs.
Due from Affiliates
As of December 31, 2016 and 2015, $11.0 million and $10.6 million, respectively, was expected to be collected from affiliates,
excluding balances from the Cole REITs’ lines of credit, 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.
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 matures on September 22, 2017. As of December 31, 2016, the Subordinate Promissory Note had an interest rate
of 5.12% and $10.3 million was outstanding.
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, 2016.
Note 19 – Net 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.
F-79
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2016 (Unaudited) – (Continued)
Net Loss Per Share
The following is a summary of the basic and diluted net loss per share computation for the General Partner for the years ended
December 31, 2016, 2015 and 2014 (in thousands,except share and per share amounts):
Net loss attributable to the General Partner
Dividends to preferred shares and units
Net loss available to the General Partner
Earnings allocated to participating securities
Net loss available to common stockholders used in basic and diluted net loss per
share
Weighted average number of common stock outstanding - basic and diluted
Basic and diluted net loss per share attributable to common stockholders
Year Ended December 31,
2016
2015
2014
$
(195,863) $
(316,353) $
(977,185)
(71,892)
(267,755)
(492)
(71,892)
(388,245)
(410)
(98,722)
(1,075,907)
(5,335)
$
$
(268,247) $
(388,655) $
(1,081,242)
931,422,844
903,360,763
793,150,098
(0.29) $
(0.43) $
(1.36)
For the year ended December 31, 2016, diluted net loss per share attributable to common stockholders excludes approximately
0.9 million of 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 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.
For the year ended December 31, 2014, dilutive net loss attributable to common stockholders excludes approximately 5.4
million of unvested Restricted Shares and approximately 24.7 million OP Units as the effect would have been antidilutive.
Net Loss Per Unit
The following is a summary of the basic and diluted net loss per unit attributable to common unitholders, which includes all
common general partner unitholders and limited partner unitholders. The computation for the OP for the years ended December 31,
2016, 2015 and 2014 (in thousands, except share and per share amounts):
Year Ended December 31,
2016
2015
2014
Net loss attributable to the Operating Partnership
$
(200,810) $
(324,766) $
(1,010,758)
Dividends to preferred units
Net loss available to the Operating Partnership
Earnings allocated to participating units
Net loss available to common unitholders used in basic and diluted net loss per
unit
Weighted average number of common units outstanding - basic and diluted
Basic and diluted net loss per unit attributable to common unitholders
(71,892)
(272,702)
(492)
(71,892)
(98,722)
(396,658)
(1,109,480)
(410)
(5,335)
$
$
(273,194) $
(397,068) $
(1,114,815)
955,181,238
927,124,560
817,883,937
(0.29) $
(0.43) $
(1.36)
For the year ended December 31, 2016, diluted net loss per unit attributable to common unitholders excludes approximately
0.9 million of unvested Restricted Shares and Restricted Stock Units as the effect would have been antidilutive.
For the year ended December 31, 2015, diluted net loss attributable to common unitholders excludes approximately 3.3 million
of unvested Restricted Shares and Restricted Stock Units as the effect would have been antidilutive.
For the year ended December 31, 2014, dilutive net loss attributable to common unitholders excludes approximately 5.4
million of unvested Restricted Shares as the effect would have been antidilutive.
F-80
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Note 20 – 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.
Cole Capital Income Taxes
Based on the above, Cole Capital’s business, substantially all of which is conducted through a TRS, recognized a benefit from
income taxes of $9.8 million, $39.9 million and $40.6 million for the years ended December 31, 2016, 2015 and 2014, respectively,
which are included in benefit from income taxes in the accompanying consolidated statements of operations.
REI Income Taxes
The REI segment recognized a provision for income taxes of $6.1 million, $3.6 million and $7.3 million for the years ended
December 31, 2016, 2015 and 2014, respectively, which are included in benefit from income taxes in the accompanying consolidated
statements of operations.
The following table presents the reconciliation of the 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, 2016, 2015 and 2014 (in thousands):
Consolidated loss before taxes
Loss from non-taxable entities
Loss attributable to taxable subsidiaries before
income taxes
Federal provision at statutory rate
State income taxes and other
Impairment of goodwill
Total benefit from Cole Capital income taxes
REI state income taxes
Total benefit from income taxes
2016
$ (204,525)
64,081
(140,444)
(49,155)
(2,982)
42,326
(9,811)
6,110
(3,701)
$
$
Year Ended December 31,
2015
$ (359,795)
128,545
2014
$ (1,044,176)
714,508
35.0 %
2.1 %
(30.1)%
(231,250)
(80,938)
(7,813)
48,879
7.0 % $ (39,872)
3,569
$ (36,303)
35.0 %
3.4 %
(21.1)%
17.3 % $
$
(329,668)
(115,384)
(3,266)
78,073
(40,577)
7,313
(33,264)
35.0 %
1.0 %
(23.7)%
12.3 %
The following table presents the components of the benefit from income taxes for the years ended December 31, 2016, 2015
and 2014 (in thousands):
Current
Federal
State
Total current provision (benefit)
Deferred
Federal
State
Total deferred benefit
REI state income taxes
Year Ended December 31,
2016
2015
2014
$
$
3,225
(2,900)
325
$
10,122
2,248
12,370
(8,871)
(1,265)
(10,136)
6,110
(45,416)
(6,826)
(52,242)
3,569
(6,306)
(947)
(7,253)
(28,968)
(4,356)
(33,324)
7,313
Total benefit from income taxes
$
(3,701) $
(36,303) $
(33,264)
F-81
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
The components of the net deferred tax assets as of December 31, 2016 and 2015, which are included in the accompanying
consolidated balance sheet, are as follows (in thousands):
Intangible assets
Accrued compensation
Fixed assets
Program development costs
Equity-based compensation
Other
Total net deferred tax asset
December 31, 2016
$
December 31, 2015
(7,858) $
6,163
(3,155)
11,668
4,249
1,228
12,295
$
(17,943)
6,251
(5,192)
13,310
4,700
1,030
2,156
$
The Company had no unrecognized tax benefits as of or during the years ended December 31, 2016, 2015 or 2014. 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 2012.
Note 21 – Quarterly Results (Unaudited)
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):
Revenues
Net (loss) income
Net (loss) income attributable to the General Partner
Dividends to preferred shares and units
Earnings allocated to participating securities (1)
Net (loss) income available to common stockholders used
in basic net (loss) income per share (1)
Income attributable to limited partners (1)
Net (loss) income available to common stockholders and
limited partners used in diluted net (loss) income per
share(1)
Quarters Ended
March 31,
2016
369,020
(116,080)
$
$
June 30,
2016
371,019
3,233
September 30,
2016
362,915
30,246
$
December 31,
2016
351,869
(118,223)
$
(113,086)
(17,973)
(125)
(131,184)
—
3,146
(17,973)
(210)
(15,037)
—
29,495
(17,973)
(154)
11,368
739
(115,418)
(17,973)
(89)
(133,480)
—
$
(131,184) $
(15,037) $
12,107
$
(133,480)
Weighted-average shares outstanding - basic
903,825,726
904,107,378
943,480,170
973,681,227
Effect of Limited Partner OP Units and dilutive securities
Weighted average number of common stock outstanding -
diluted
Basic and dilutive net (loss) income per share attributable
to common stockholders (2)
_______________________________________________
—
— 25,206,373
—
903,825,726
904,107,378
968,686,543
973,681,227
$
(0.15) $
(0.02) $
0.01 (3) $
(0.14)
(1) Amounts for each period are calculated independently. The sum of the quarters may differ from the annual amount.
(2) The sum of the quarterly net income (loss) per share amounts do 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.
F-82
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
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):
Revenues
Net (loss) income
Net (loss) income attributable to the OP
Dividends to preferred units
Earnings allocated to participating units (1)
Net (loss) income available to common unitholders used in
basic and diluted net (loss) income per unit (1)
Weighted-average shares outstanding - basic
Effect of dilutive securities
Weighted-average shares outstanding - diluted
Basic and diluted net (loss) income per unit attributable to
common unitholders (2)
_______________________________________________
Quarters Ended
March 31,
2016
369,020
(116,080)
$
$
June 30,
2016
371,019
3,233
September 30,
2016
362,915
30,246
$
December 31,
2016
351,869
(118,223)
$
(116,041)
(17,973)
(125)
3,229
(17,973)
(210)
30,234
(17,973)
(154)
(118,232)
(17,973)
(89)
$
(134,139) $
(14,954) $
12,107
$
(136,294)
927,589,523
—
927,589,523
927,871,175
—
927,871,175
967,237,921
1,448,622
968,686,543
997,429,574
—
997,429,574
$
(0.15) $
(0.02) $
0.01
$
(0.14)
(1) Amounts for each period are calculated independently. The sum of the quarters may differ from the annual amount.
(2) The sum of the quarterly net income (loss) per unit amounts do 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.
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2015 for
VEREIT (in thousands, except share and per share amounts):
Revenues
Net (loss) income
Quarters Ended
March 31,
2015
393,968
(30,693)
$
$
June 30,
2015
393,721
(108,709)
September 30,
2015
384,954
8,141
$
December 31,
2015
383,374
(192,231)
$
Net (loss) income attributable to the General Partner
Dividends to preferred shares and units
Earnings allocated to participating securities (1)
Net loss attributable to common stockholders used in basic
and diluted net loss per share (1)
(29,970)
(17,973)
(5)
(106,522)
(17,973)
—
7,529
(17,974)
(217)
(187,390)
(17,972)
(188)
$
(47,948) $
(124,495) $
(10,662) $
(205,550)
Weighted-average shares outstanding - basic and diluted
902,996,270
903,339,143
903,461,323
903,638,159
Basic and diluted net loss per share attributable to common
stockholders (2)
_______________________________________________
$
(0.05) $
(0.14) $
(0.01) $
(0.23)
(1) Amounts for each period are calculated independently. The sum of the quarters may differ from the annual amount.
(2) The sum of the quarterly net loss per share amounts do 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.
F-83
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016 – (Continued)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2015 for the
OP (in thousands, except share and per share amounts):
Revenues
Net (loss) income
Quarters Ended
March 31,
2015
393,968
(30,693)
$
$
June 30,
2015
393,721
(108,709)
September 30,
2015
384,954
8,141
$
December 31,
2015
383,374
(192,231)
$
Net (loss) income attributable to the OP
Dividends to preferred units
Earnings allocated to participating units (1)
Net loss available to common unitholders used in basic and
diluted net loss per unit (1)
(30,873)
(17,973)
(5)
(109,322)
(17,973)
—
7,737
(17,974)
(217)
(192,308)
(17,972)
(188)
$
(48,851) $
(127,295) $
(10,454) $
(210,468)
Weighted-average units outstanding - basic and diluted
926,760,067
927,102,940
927,225,120
927,401,956
Basic and diluted net loss per unit attributable to common
unitholders (2)
_______________________________________________
$
(0.05) $
(0.14) $
(0.01) $
(0.23)
(1) Amounts for each period are calculated independently. The sum of the quarters may differ from the annual amount.
(2) The sum of the quarterly net loss per unit amounts do 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.
Note 22 – Subsequent Events
The following events occurred subsequent to December 31, 2016:
Real Estate Investment Activity
From January 1, 2017 through February 17, 2017, the Company sold 19 properties for an aggregate gross sales price of
$67.2 million, of which our share was $62.3 million and an estimated gain of $5.1 million. In addition, the Company acquired
one property for a purchase price of $46.0 million and consolidated the fee and leasehold interest of three properties with the
accompanying land purchases for $20.4 million.
Mortgage Loan Agreements
Subsequent to December 31, 2016, the Company received two notices of default from the lenders of two non-recourse loans
each secured by one property, which had an aggregate outstanding balance of $41.8 million on the notice date, due to the Company’s
non-repayment of the respective loan balances at maturity.
Common Stock Dividend
On February 22, 2017, the Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common
stock (equaling an annualized dividend rate of $0.55 per share) for the first quarter of 2017 to stockholders of record as of March
31, 2017, which will be paid on April 17, 2017. An equivalent distribution by the Operating Partnership is applicable per OP unit.
Preferred Stock Dividend
On February 22, 2017, the Company’s board of directors declared a monthly cash dividend to holders of the Series F Preferred
Stock for April 2017 through June 2017 in 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
March 15, 2017 - April 14, 2017
April 15, 2017 - May 14, 2017
May 15, 2017 - June 14, 2017
Record Date
April 1, 2017
May 1, 2017
June 1, 2017
Payment Date
April 17, 2017
May 15, 2017
June 15, 2017
F-84
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE II – Valuation and Qualifying Accounts
December 31, 2016 (in thousands)
Schedule II – Valuation and Qualifying Accounts
Description
Year Ended December 31, 2016
Reserve for program development costs
Allowance for doubtful accounts and other reserves
Unsecured note reserve
Total
Year Ended December 31, 2015
Reserve for program development costs
Allowance for doubtful accounts and other reserves
Unsecured note reserve
Total
Year Ended December 31, 2014
Reserve for program development costs
Allowance for doubtful accounts and other reserves
Total
Balance at
Beginning of Year
Additions
Deductions
Balance at End of
Year
$
$
$
$
$
$
34,798
$
26,191
$
6,595
15,300
56,693
$
2,318
—
28,509
$
(29,337) (1) $
(1,337)
—
(30,674)
$
13,109
$
21,689
$
2,475
—
15,584
$
— $
187
187
$
4,564
15,300
41,553
13,109
3,312
16,421
$
$
$
—
(444)
—
(444)
—
(1,024)
(1,024)
$
$
$
$
31,652
7,576
15,300
54,528
34,798
6,595
15,300
56,693
13,109
2,475
15,584
_______________________________________________
(1) Deductions related to the closing of CCIT II’s primary offering.
F-85
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2016 (in thousands)
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
24 Hour Fitness
Woodlands
TX
$
— $ 2,690
$
7,463
$
— $
10,153
$
(1,726)
9/24/2013
2002
7-Eleven
Sarasota
7-Eleven
Gloucester
7-Eleven
Hampton
7-Eleven
Hampton
FL
VA
VA
VA
AAA
Oklahoma City OK
Aaron Rents
Oneonta
Aaron Rents
Oxford
Aaron Rents
Valley
Aaron Rents
El Dorado
Aaron Rents
Springdale
Aaron Rents
Auburndale
Aaron Rents
Pensacola
AL
AL
AL
AR
AR
FL
FL
Aaron Rents
Statesboro
GA
Aaron Rents
Indianapolis
Aaron Rents
Lafayette
Aaron Rents
Mansura
Aaron Rents
Minden
IN
IN
LA
LA
Aaron Rents
Battle Creek
MI
Aaron Rents
Benton Harbor MI
Aaron Rents
Redford
Aaron Rents
Kennett
Aaron Rents
Greenwood
Aaron Rents
Magnolia
Aaron Rents
Charlotte
MI
MO
MS
MS
NC
Aaron Rents
Bowling Green OH
Aaron Rents
Kent
OH
Aaron Rents
North Olmsted
OH
Aaron Rents
Shawnee
Aaron Rents
Bloomsburg
Aaron Rents
Meadville
OK
PA
PA
1,312
1,312
144
69
161
578
624
644
3,639
32,567
—
—
—
—
—
614
—
409
—
624
205
278
141
238
513
2,647
1,351
—
—
—
550
—
—
—
—
434
319
—
1,472
579
564
614
449
—
400
—
159
351
235
404
81
323
286
217
125
203
156
287
308
326
245
218
303
224
237
1,080
748
827
743
916
5,127
924
1,163
1,071
652
497
1,043
843
924
698
473
967
2,791
1,201
928
1,080
753
1,135
856
1,224
F-86
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,624
(304)
11/19/2012
2000
722
693
805
(131)
12/24/2012
1985
(142)
12/24/2012
1986
(146)
12/24/2012
1959
36,206
(4,739)
2/7/2014
2009
1,285
1,026
968
981
1,429
6,478
1,083
1,514
1,306
1,056
578
1,366
1,129
1,141
823
676
1,123
3,078
1,509
1,254
1,325
971
1,438
1,080
1,461
(173)
2/7/2014
2008
(111)
2/7/2014
1989
(125)
2/7/2014
2009
(125)
2/7/2014
2000
(152)
2/7/2014
2009
(809)
2/7/2014
2009
(140)
2/7/2014
1979
(181)
2/7/2014
2008
(159)
2/7/2014
1998
(120)
2/7/2014
1989
(86)
2/7/2014
2000
(189)
2/7/2014
2008
(131)
2/7/2014
1995
(145)
2/7/2014
1997
(123)
2/7/2014
1972
(80)
2/7/2014
1999
(157)
2/19/2014
2006
(405)
2/7/2014
2000
(176)
2/7/2014
1994
(155)
2/7/2014
2009
(183)
2/7/2014
1999
(132)
2/7/2014
1960
(184)
2/7/2014
2008
(129)
2/7/2014
1996
(192)
2/7/2014
1994
Property
City
State
Aaron Rents
Columbia
Aaron Rents
Marion
SC
SC
Aaron Rents
Chattanooga
TN
Aaron Rents
Copperas Cove
TX
Aaron Rents
Haltom City
Aaron Rents
Humble
Aaron Rents
Killeen
Aaron Rents
Kingsville
Aaron Rents
Livingston
Aaron Rents
Mexia
Aaron Rents
Mission
Aaron Rents
Odessa
Aaron Rents
Pasadena
Aaron Rents
Port Lavaca
Aaron Rents
Texas City
Aaron Rents
Richmond
Abbott
Laboratories
Abbott
Laboratories
Waukegan
Columbus
Abuelo's
Rogers
Academy Sports
Mobile
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
VA
IL
OH
AR
AL
Academy Sports
Montgomery
AL
Academy Sports
Fayetteville
Academy Sports
Dalton
AR
GA
Academy Sports
Bossier City
LA
Academy Sports
Johnson City
TN
Academy Sports
Smyrna
Academy Sports
Austin
Academy Sports
Fort Worth
Academy Sports
Killeen
Academy Sports
Laredo
Advance Auto
Parts
Advance Auto
Parts
Birmingham
Birmingham
TN
TX
TX
TX
TX
AL
AL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
319
—
—
—
—
—
599
—
—
549
—
—
—
—
—
—
—
—
—
—
576
100
480
423
858
548
815
345
173
126
324
99
444
160
275
508
1,010
685
1,075
1,341
1,024
1,146
3,244
1,040
1,498
1,186
954
768
1,231
1,274
2,156
1,435
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,586
785
1,555
1,764
1,882
1,694
4,059
1,385
1,671
1,312
1,278
867
1,675
1,434
2,431
1,943
(153)
2/7/2014
1977
(104)
2/7/2014
2008
(149)
2/7/2014
1989
(205)
2/7/2014
2007
(172)
2/7/2014
2008
(179)
2/7/2014
2008
(495)
2/7/2014
1981
(159)
2/7/2014
2009
(229)
2/7/2014
2008
(183)
2/7/2014
2007
(145)
2/7/2014
2009
(121)
2/7/2014
2006
(192)
2/7/2014
2009
(196)
2/7/2014
2007
(328)
2/7/2014
2008
(249)
2/7/2014
1988
4,734
21,319
601
26,654
(3,636)
11/5/2013
1980
800
825
1,311
1,869
7,290
1,900
4,965
998
—
—
—
2,906
1,902
2,109
5,043
4,216
—
2,072
3,256
2,779
—
—
—
2,782
455
330
11,385
(7,632)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,296
7,431
6,385
7,601
5,656
6,555
6,440
8,434
8,755
8,329
5,321
8,111
373
494
F-87
4,553
3,121
8,742
8,254
9,501
6,654
9,461
8,342
(183)
11/5/2013
1980
(466)
6/27/2013
2003
(1,117)
11/1/2013
2012
(1,063)
2/7/2014
2009
(2,158)
12/28/2012
2012
(1,540)
2/20/2013
2012
(1,004)
2/7/2014
2008
(8)
12/19/2016
2015
10,543
(1,267)
11/1/2013
2012
12,971
(1,141)
2/7/2014
1988
10,401
(1,099)
2/7/2014
2009
8,100
(747)
2/7/2014
2009
10,893
(1,111)
2/7/2014
2008
828
824
(81)
2/28/2013
1997
(108)
2/28/2013
1999
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Calera
Dothan
Enterprise
Opelika
Brooklyn
AL
AL
AL
AL
CT
—
—
—
—
—
723
326
280
289
324
Bonita Springs
FL
1,561
1,219
Lehigh Acres
FL
1,425
Albany
Cairo
Hazlehurst
Hinesville
Perry
GA
GA
GA
GA
GA
Thomasville
GA
Auburn
Bedford
Clinton
Fort Wayne
Fort Wayne
Franklin
Mishawaka
Richmond
IN
IN
IN
IN
IN
IN
IN
IN
Salina
KS
Barbourville
KY
Bardstown
KY
Brandenburg
KY
Crestwood
Florence
Frankfort
KY
KY
KY
Georgetown
KY
Hardinsburg
KY
Inez
Leitchfield
KY
KY
—
—
—
—
—
—
802
760
—
—
—
738
—
—
—
—
—
—
1,030
—
—
—
—
—
—
379
210
140
113
352
209
251
337
100
182
193
200
511
429
377
195
194
272
186
400
550
833
510
94
130
104
—
(7)
(6)
—
—
—
—
(1)
(24)
—
—
(1)
(30)
—
—
—
—
—
—
—
—
—
—
236
—
—
—
—
—
—
—
(5)
723
326
420
1,156
1,429
1,552
2,016
629
326
451
430
487
377
1,347
1,386
729
450
371
1,256
1,373
1,616
782
1,098
1,090
742
1,546
1,280
1,034
1,323
845
1,174
939
F-88
1,446
(164)
12/27/2012
2008
645
694
1,445
1,753
2,771
2,395
838
442
564
782
695
598
1,684
1,486
911
643
571
1,767
1,802
1,993
977
1,292
1,598
928
1,946
1,830
1,867
1,833
939
1,304
1,038
(73)
12/31/2012
1997
(95)
12/31/2012
1995
(241)
4/24/2013
2013
(125)
11/7/2014
2006
(255)
2/7/2014
2007
(303)
2/7/2014
2008
(143)
12/31/2012
1995
(71)
12/31/2012
1993
(102)
12/31/2012
1998
(98)
12/31/2012
1994
(110)
12/31/2012
1994
(83)
12/31/2012
1997
(363)
3/29/2012
2007
(204)
2/7/2014
2007
(145)
6/5/2013
2004
(98)
2/28/2013
1998
(81)
2/28/2013
1998
(180)
2/7/2014
2010
(202)
2/7/2014
2007
(234)
2/7/2014
2007
(163)
4/30/2013
2006
(229)
4/15/2013
2006
(246)
12/10/2012
2005
(169)
12/10/2012
2005
(220)
2/7/2014
2009
(193)
2/7/2014
2008
(150)
2/7/2014
2007
(186)
2/7/2014
2007
(192)
12/10/2012
2007
(288)
8/22/2012
2010
(212)
12/10/2012
2005
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Louisville
KY
740
West Liberty
KY
Rayne
Brownstown
Caro
Charlotte
Flint
LA
MI
MI
MI
MI
Grand Rapids
MI
Howell
Livonia
Manistee
Monroe
Romulus
Sault Ste.
Marie
South Lyon
Tecumseh
Washington
Twnshp
Tupelo
Candler
Charlotte
Eden
MI
MI
MI
MI
MI
MI
MI
MI
MI
MS
NC
NC
NC
Granite Falls
NC
Rocky Mount
NC
Lakewood
Woodbury
Bethel
Canton
Dayton
Delaware
Eaton
Franklin
Holland
NJ
NJ
OH
OH
OH
OH
OH
OH
OH
—
—
—
—
—
—
657
830
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
730
647
—
716
—
—
656
336
249
122
482
117
123
133
368
439
210
348
549
422
75
402
281
645
258
399
723
320
251
348
750
446
234
443
470
502
157
218
131
1,289
996
490
1,760
665
697
534
1,296
1,471
643
1,043
1,434
1,568
671
1,607
1,214
1,711
427
1,202
883
746
1,005
836
1,750
1,784
1,305
1,206
1,349
1,274
471
873
1,453
F-89
—
—
26
—
(9)
(6)
(3)
—
—
—
—
—
—
80
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,625
1,245
638
2,242
773
814
664
1,664
1,910
853
1,391
1,983
1,990
826
2,009
1,495
2,356
685
1,601
1,606
1,066
1,256
1,184
2,500
2,230
1,539
1,649
1,819
1,776
628
1,091
1,584
(184)
2/7/2014
2009
(208)
4/15/2013
2006
(100)
5/21/2013
2000
(254)
2/7/2014
2008
(188)
11/23/2011
2002
(197)
11/23/2011
2002
(151)
11/23/2011
2002
(181)
2/7/2014
2008
(210)
2/7/2014
2008
(181)
12/12/2011
2003
(217)
4/15/2013
2007
(208)
2/7/2014
2007
(232)
2/7/2014
2007
(190)
11/23/2011
2003
(230)
2/7/2014
2008
(165)
5/27/2014
2009
(248)
2/7/2014
2008
(81)
2/20/2014
1998
(176)
2/7/2014
2012
(133)
2/7/2014
2001
(145)
7/16/2013
2004
(247)
8/9/2012
2010
(144)
2/21/2014
2005
(430)
8/22/2012
2010
(455)
6/20/2012
2007
(191)
2/7/2014
2008
(186)
2/7/2014
2008
(203)
2/7/2014
2007
(190)
2/7/2014
2008
(94)
6/13/2013
1987
(215)
8/9/2012
1984
(209)
2/7/2014
2008
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Massillon
Salem
Springfield
Toledo
Twinsburg
Van Wert
Vermilion
Warren
OH
OH
OH
OH
OH
OH
OH
OH
Oklahoma City OK
Sapulpa
OK
Chambersburg
PA
Selinsgrove
Titusville
Chapin
Chesterfield
Greenwood
Rock Hill
Sweetwater
Alton
Deer Park
Houston
Houston
Houston
Houston
Houston
Houston
Humble
Huntsville
Kingwood
Lubbock
Pasadena
Spring
PA
PA
SC
SC
SC
SC
TN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
—
660
—
626
627
—
—
405
—
704
—
—
—
—
—
411
—
—
—
—
800
800
—
—
—
—
—
—
—
—
—
—
218
267
461
116
486
33
337
83
208
362
553
99
207
395
131
210
506
360
169
295
343
248
837
285
225
189
420
327
419
265
382
388
1,987
1,147
1,075
1,375
1,004
630
1,079
745
1,178
1,300
830
891
1,172
922
745
630
915
839
958
1,507
1,029
991
685
1,405
1,293
1,666
1,404
1,278
1,392
1,259
1,146
1,616
F-90
—
—
—
—
—
—
—
(2)
—
—
—
—
—
—
—
—
44
—
(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
2,205
1,414
1,536
1,491
1,490
663
1,416
826
1,386
1,662
1,383
990
1,379
1,317
876
840
1,465
1,199
1,124
1,802
1,372
1,239
1,522
1,690
1,518
1,855
1,824
1,605
1,811
1,524
1,528
2,004
(291)
2/7/2014
2007
(169)
2/7/2014
2009
(244)
12/31/2012
2005
(198)
2/7/2014
2009
(152)
2/7/2014
2009
(125)
6/13/2013
1995
(169)
2/7/2014
2006
(196)
4/12/2012
2003
(290)
8/9/2012
2007
(182)
2/7/2014
2007
(181)
2/28/2013
1997
(177)
6/3/2013
2003
(266)
12/12/2012
2010
(235)
6/20/2012
2007
(190)
6/27/2012
2008
(170)
3/9/2012
1995
(134)
2/7/2014
1995
(194)
11/29/2012
2006
(226)
10/18/2012
2006
(213)
2/7/2014
2008
(297)
9/30/2011
2006
(286)
9/30/2011
2006
(168)
8/21/2012
2007
(199)
2/7/2014
2006
(183)
2/7/2014
2008
(234)
2/7/2014
2008
(200)
2/7/2014
2007
(182)
2/7/2014
2008
(198)
2/7/2014
2009
(181)
2/7/2014
2008
(287)
7/6/2012
2008
(215)
2/7/2014
2007
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Advance Auto
Parts
Aetna Life
Insurance
AGCO
Albertson's
Webster
Appleton
TX
WI
Fort Atkinson
WI
Janesville
Kenosha
Milwaukee
WI
WI
WI
St. Mary's
WV
Fresno
Duluth
Lake Havasu
City
Albertson's
Mesa
Albertson's
Phoenix
Albertson's
Scottsdale
Albertson's
Tucson
Albertson's
Tucson
Albertson's
Yuma
Albertson's
Denver
Albertson's
Durango
Albertson's
Fort Collins
Albertson's
Alexandria
CA
GA
AZ
AZ
AZ
AZ
AZ
AZ
AZ
CO
CO
CO
LA
3,508
1,275
2,997
1,944
3,457
2,456
5,602
2,872
5,362
2,710
2,688
1,642
4,341
1,574
3,793
2,058
3,724
3,520
4,275
1,288
4,060
1,423
Albertson's
Baton Rouge
LA
4,673
1,711
Albertson's
Baton Rouge
LA
3,883
1,681
Albertson's
Baton Rouge
LA
5,358
1,932
Albertson's
Bossier City
Albertson's
Lafayette
LA
LA
3,555
1,949
5,314
1,556
Albertson's
Albuquerque
NM
4,445
2,834
Albertson's
Albuquerque
NM
4,356
2,950
Albertson's
Clovis
NM
3,879
769
Albertson's
Farmington
NM
2,535
1,442
Albertson's
Las Cruces
Albertson's
Los Lunas
Albertson's
Silver City
NM
NM
NM
—
1,588
4,033
1,105
3,516
591
—
—
—
939
—
—
—
—
385
498
353
299
569
610
309
1,452
1,228
824
1,695
465
1,473
928
—
—
—
—
—
—
—
1,837
1,726
1,177
1,994
1,034
2,083
1,237
(205)
2/7/2014
2008
(184)
2/7/2014
2007
(156)
8/26/2013
2004
(248)
2/7/2014
2007
(99)
3/13/2013
2004
(214)
2/7/2014
2008
(211)
12/28/2012
2007
3,405
22,343
(3,611)
22,137
(704)
11/5/2013
1969
8,600
3,503
14,842
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
18,345
(1,835)
2/7/2014
1999
6,671
6,089
7,084
(912)
2/7/2014
2003
(675)
2/7/2014
1997
(748)
2/7/2014
1998
10,815
(1,293)
2/7/2014
1991
10,414
(1,261)
2/7/2014
2000
5,229
8,026
7,344
6,924
7,900
7,447
8,772
7,354
9,768
7,074
9,482
6,516
6,338
5,634
3,947
7,307
5,875
4,415
(603)
2/7/2014
1994
(1,063)
2/7/2014
2003
(843)
2/7/2014
2002
(584)
2/7/2014
1993
(1,070)
2/7/2014
1996
(1,020)
2/7/2014
1990
(1,179)
2/7/2014
1991
(953)
2/7/2014
1992
(1,329)
2/7/2014
1985
(838)
2/7/2014
1988
(1,356)
2/7/2014
2000
(825)
2/7/2014
1997
(776)
2/7/2014
1978
(930)
2/7/2014
1984
(524)
2/7/2014
2002
(1,177)
2/7/2014
1997
(945)
2/7/2014
1991
(816)
2/7/2014
1982
5,396
4,145
4,628
7,943
7,704
3,587
6,452
5,286
3,404
6,612
6,024
7,061
5,673
7,836
5,125
7,926
3,682
3,388
4,865
2,505
5,719
4,770
3,824
F-91
Property
City
State
Albertson's
Abilene
Albertson's
Arlington
Albertson's
El Paso
Albertson's
Fort Worth
Albertson's
Fort Worth
Albertson's
Fort Worth
Albertson's
Fort Worth
Albertson's
Midland
Albertson's
Odessa
Albertson's
Weatherford
Ale House
Orlando
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
FL
Ale House
St. Petersburg
FL
Aliberto's
Mexican Food
Allied Power
Group
Holbrook
Houston
AM General
Fort Wayne
Amazon
West
Columbia
Amazon
Charleston
Amazon
Chattanooga
Amcor Rigid
Plastics USA, Inc
AMEC Foster
Wheeler Oil &
Gas
Amega West
Alhambra
Houston
West
Alexander
Amega West
Midland
AZ
TX
IN
SC
TN
TN
CA
TX
PA
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
26,409
3,148
29,557
(5,117)
11/5/2013
1994
3,931
1,187
4,154
1,714
4,384
1,375
3,509
2,146
4,682
1,833
3,110
1,833
3,793
1,174
5,571
1,002
5,017
947
3,886
1,820
6,373
6,560
6,447
4,678
7,311
4,528
6,255
9,885
8,867
5,771
—
—
—
—
—
—
—
—
—
—
3,647
(1,300)
290
930
32
3,116
96
1,659
13,161
—
—
—
—
—
—
—
—
—
—
—
—
3,112
53,103
38,500
2,678
50,880
40,800
1,995
54,332
—
7,143
8,730
2,524
30,398
117
591
751
1,787
379
14,260
7,560
8,274
7,822
6,824
9,144
6,361
7,429
(1,031)
2/7/2014
1984
(1,060)
2/7/2014
2002
(1,082)
2/7/2014
1978
(798)
2/7/2014
2000
(1,166)
2/7/2014
2004
(747)
2/7/2014
2002
(979)
2/7/2014
1988
10,887
(1,572)
2/7/2014
1984
9,814
7,591
2,637
4,046
128
(1,394)
2/7/2014
1985
(949)
2/7/2014
2001
(77)
6/27/2013
1995
(618)
6/27/2013
1995
(19)
6/27/2013
1981
14,820
(2,319)
6/12/2014
2009
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
56,215
(7,350)
2/7/2014
2012
53,558
(6,965)
2/7/2014
2011
56,327
(7,617)
2/7/2014
2011
15,873
(2,108)
1/24/2013
1966
32,922
(4,779)
11/5/2013
1998
1,904
970
(215)
6/12/2014
2010
(48)
6/12/2014
1979
15,011
(2,724)
1/25/2013
2000
130,113
(27,503)
11/16/2012
1998
2,277
2,887
3,319
3,720
1,924
2,514
2,629
2,495
(237)
3/28/2014
1981
(356)
7/31/2013
1993
(417)
8/30/2013
1995
(459)
7/31/2013
1999
(264)
2/7/2014
2006
(362)
7/31/2013
1996
(406)
7/31/2013
1998
(411)
7/31/2013
1995
Ameriprise
Ashwaubenon WI
10,998
AON
Lincolnshire
IL
92,517
5,336
124,777
Apple Market
St. Joseph
MO
Applebee's
Auburn
Applebee's
Oxford
Applebee's
Phenix City
AL
AL
AL
Applebee's
West Memphis
AR
Applebee's
Arvada
Applebee's
Applebee's
Brighton
Colorado
Springs
CO
CO
CO
—
—
—
—
—
—
—
—
639
1,155
1,162
1,488
388
754
657
499
1,638
1,732
2,157
2,232
1,536
1,760
1,972
1,996
F-92
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Applebee's
Colorado
Springs
Applebee's
Greeley
Applebee's
Northglenn
Applebee's
Pueblo
Applebee's
Pueblo
Applebee's
Thornton
Applebee's
Bradenton
Applebee's
Brandon
Applebee's
Crestview
Applebee's
Crystal River
Applebee's
Davenport
Applebee's
Inverness
Applebee's
Lakeland
Applebee's
Lakeland
Applebee's
Largo
Applebee's
New Port
Richey
Applebee's
Plant City
Applebee's
Riverview
CO
CO
CO
CO
CO
CO
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Applebee's
St. Petersburg
FL
Applebee's
Temple
Terrace
Applebee's
Valrico
FL
FL
Applebee's
Wesley Chapel
FL
Applebee's
Winter Haven
FL
Applebee's
Augusta
Applebee's
Dublin
Applebee's
Evans
GA
GA
GA
Applebee's
Milledgeville
GA
Applebee's
Savannah
GA
Applebee's
Clinton
Applebee's
Fort Dodge
Applebee's
Marshalltown
Applebee's
Mason City
IA
IA
IA
IA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
629
559
578
752
960
681
2,475
2,453
943
1,328
1,506
1,977
1,283
1,959
2,334
1,695
2,079
1,849
2,329
2,396
1,202
3,272
2,130
1,254
1,171
1,426
1,174
1,329
490
—
660
340
1,888
2,235
1,734
2,257
2,879
2,043
3,713
3,647
1,752
2,467
4,517
2,965
2,383
3,638
3,501
3,147
2,869
3,434
3,493
3,594
3,274
3,272
2,603
2,329
1,431
2,649
1,761
2,468
1,184
1,363
1,175
1,495
F-93
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,517
2,794
2,312
3,009
3,839
2,724
6,188
6,100
2,695
3,795
6,023
4,942
3,666
5,597
5,835
4,842
4,948
5,283
5,822
5,990
4,476
6,544
4,733
3,583
2,602
4,075
2,935
3,797
1,674
1,363
1,835
1,835
(389)
7/31/2013
1994
(460)
7/31/2013
1995
(357)
7/31/2013
1993
(453)
8/30/2013
1998
(593)
7/31/2013
1998
(410)
8/30/2013
1994
(764)
7/31/2013
1994
(741)
6/27/2013
1997
(360)
7/31/2013
2000
(508)
7/31/2013
2001
(929)
7/31/2013
2007
(610)
7/31/2013
2000
(490)
7/31/2013
1997
(749)
7/31/2013
2000
(720)
7/31/2013
1995
(648)
7/31/2013
1998
(583)
6/27/2013
2001
(707)
7/31/2013
2006
(719)
7/31/2013
1994
(739)
7/31/2013
1993
(665)
6/27/2013
1998
(673)
7/31/2013
2000
(536)
7/31/2013
1999
(479)
7/31/2013
1987
(294)
7/31/2013
1998
(545)
7/31/2013
2004
(362)
7/31/2013
1999
(508)
7/31/2013
1994
(235)
6/27/2013
1995
(425)
6/27/2013
1995
(233)
6/27/2013
1995
(297)
6/27/2013
1995
Property
City
State
Applebee's
Muscatine
Applebee's
Boise
Applebee's
Garden City
Applebee's
Nampa
Applebee's
Pocatello
Applebee's
Marion
Applebee's
Sterling
Applebee's
Swansea
Applebee's
Newton
Applebee's
Fall River
Applebee's
Adrian
Applebee's
Kalamazoo
IA
ID
ID
ID
ID
IL
IL
IL
KS
MA
MI
MI
Applebee's
Farmington
MO
Applebee's
Joplin
Applebee's
Rolla
Applebee's
St. Charles
Applebee's
Horn Lake
MO
MO
MO
MS
Applebee's
Ocean Springs MS
Applebee's
Alamogordo
NM
Applebee's
Hobbs
NM
Applebee's
Rio Rancho
NM
Applebee's
Roswell
NM
Applebee's
North Canton
OH
Applebee's
Clackamas
Applebee's
Gresham
OR
OR
Applebee's
Lake Oswego
OR
Applebee's
Roseburg
Applebee's
Tualatin
OR
OR
Applebee's
Chambersburg
PA
Applebee's
Greenville
Applebee's
Bartlett
SC
TN
Applebee's
Corpus Christi
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
330
948
628
729
612
855
390
727
504
275
407
575
574
754
671
781
584
673
271
600
645
405
152
901
853
1,352
717
1,116
591
600
315
563
1,266
1,761
2,512
2,915
1,837
1,527
1,291
1,741
1,569
1,558
2,351
2,644
2,242
1,829
2,272
1,075
1,642
1,708
2,438
3,401
3,654
2,295
838
2,103
2,560
1,652
1,673
2,072
2,416
2,166
2,201
2,926
F-94
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,596
2,709
3,140
3,644
2,449
2,382
1,681
2,468
2,073
1,833
2,758
3,219
2,816
2,583
2,943
1,856
2,226
2,381
2,709
4,001
4,299
2,700
990
3,004
3,413
3,004
2,390
3,188
3,007
2,766
2,516
3,489
(251)
6/27/2013
1995
(362)
7/31/2013
1998
(504)
8/30/2013
2003
(600)
7/31/2013
2000
(378)
7/31/2013
1998
(276)
2/7/2014
1998
(256)
6/27/2013
1995
(305)
2/7/2014
1998
(319)
6/27/2013
1998
(321)
7/31/2013
1994
(414)
2/7/2014
1995
(408)
2/7/2014
1994
(392)
2/7/2014
1999
(346)
2/7/2014
1994
(397)
2/7/2014
1997
(146)
6/23/2014
1990
(279)
2/7/2014
2005
(347)
6/27/2013
2000
(490)
8/30/2013
2000
(700)
7/31/2013
2002
(752)
7/31/2013
1995
(472)
7/31/2013
1998
(170)
6/27/2013
1992
(433)
7/31/2013
1997
(514)
8/30/2013
2004
(340)
7/31/2013
1993
(336)
8/30/2013
2000
(426)
7/31/2013
2002
(371)
2/7/2014
1995
(429)
6/27/2013
1995
(363)
2/7/2014
2005
(594)
6/27/2013
2000
Property
City
State
Applebee's
Edinburg
Applebee's
Mcallen
TX
TX
Applebee's
New Braunfels
TX
Applebee's
San Antonio
Applebee's
Tyler
Applebee's
Norton
Applebee's
Wytheville
Applebee's
Richland
Applebee's
Vancouver
Applebee's
Vancouver
TX
TX
VA
VA
WA
WA
WA
Apria Healthcare
Indianapolis
IN
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Alexander City AL
Arab
Guntersville
AL
AL
Hampton Cove
AL
Bullhead City
AZ
Fountain Hills
AZ
Phoenix
Arvada
Apopka
AZ
CO
FL
Merritt Island
FL
Orange Park
Orlando
Rockledge
Atlanta
Canton
FL
FL
FL
GA
GA
Douglasville
GA
Kennesaw
GA
Richmond Hill
GA
Savannah
Suwanee
GA
GA
Mount Vernon
IL
Encumbrances
at
December 31,
2016
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Initial Costs (1)
Land
898
1,114
566
732
696
848
564
1,112
791
718
981
527
40
142
310
550
241
559
190
464
297
420
251
381
1,207
370
370
583
430
293
370
911
Buildings,
Fixtures and
Improvements
2,058
1,988
1,486
1,796
2,904
433
923
2,064
1,846
1,675
3,922
401
887
503
986
—
597
618
1,465
697
552
1,256
585
571
987
1,200
1,692
840
755
293
1,561
764
F-95
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
30
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,956
3,102
2,052
2,528
3,600
1,281
1,487
3,176
2,637
2,393
4,933
928
927
645
(418)
6/27/2013
2006
(404)
6/27/2013
1993
(302)
6/27/2013
1995
(365)
6/27/2013
2003
(490)
2/7/2014
1990
(175)
2/7/2014
2006
(228)
2/7/2014
2000
(425)
7/31/2013
2003
(371)
8/30/2013
2001
(345)
7/31/2013
2001
(563)
5/19/2014
1993
(79)
6/27/2013
1999
(170)
6/27/2013
1995
(99)
6/27/2013
1995
1,296
(189)
6/27/2013
1995
550
838
1,177
1,655
1,161
849
1,676
836
952
2,194
1,570
2,062
1,423
1,185
586
1,931
1,675
— 6/27/2013
1999
(117)
6/27/2013
1994
(121)
6/27/2013
1995
(281)
6/27/2013
1995
(127)
7/31/2013
1985
(101)
7/31/2013
1984
(241)
6/27/2013
1995
(107)
7/31/2013
1985
(104)
7/31/2013
1984
(180)
7/31/2013
1984
(230)
6/27/2013
1995
(324)
6/27/2013
1995
(165)
6/27/2013
1984
(148)
6/27/2013
1984
(53)
7/31/2013
1985
(299)
6/27/2013
1995
(150)
6/27/2013
1999
Initial Costs (1)
Encumbrances
at
December 31,
2016
State
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
City
Avon
Fort Wayne
Indianapolis
Indianapolis
New Albany
New Albany
Scottsburg
Winchester
Kansas City
Salina
Topeka
IN
IN
IN
IN
IN
IN
IN
IN
KS
KS
KS
Hopkinsville
KY
Louisville
KY
Alma
Chesterfield
Davison
Flint
Flint
Grandville
Midland
Pontiac
Port Huron
Saginaw
South Haven
Walker
Wyoming
Corinth
Fayetteville
Greenville
Jonesville
Kernersville
Omaha
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MS
NC
NC
NC
NC
NE
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
500
529
530
370
456
325
526
341
280
540
270
432
336
380
210
420
110
230
1,133
340
180
210
310
260
360
1,513
753
420
310
350
280
359
812
647
1,236
1,130
470
465
445
511
364
300
433
528
625
408
841
631
1,422
1,428
755
753
962
868
1,110
573
1,002
648
429
2,001
681
908
774
—
F-96
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(460)
—
—
—
1,312
1,176
1,766
1,500
926
790
971
852
644
840
703
960
961
788
1,051
1,051
1,532
1,658
1,888
1,093
1,142
1,078
1,420
833
1,362
2,161
1,182
2,421
531
1,258
1,054
359
(156)
6/27/2013
1995
(118)
7/31/2013
1987
(237)
6/27/2013
1995
(216)
6/27/2013
1995
(92)
6/27/2013
2005
(91)
6/27/2013
1995
(87)
6/27/2013
1989
(93)
7/31/2013
1988
(70)
6/27/2013
1995
(58)
6/27/2013
1995
(83)
6/27/2013
1995
(96)
7/31/2013
1985
(160)
5/30/2013
1979
(78)
6/27/2013
1995
(161)
6/27/2013
1995
(121)
6/27/2013
1995
(272)
6/27/2013
1995
(274)
6/27/2013
1995
(138)
7/31/2013
1982
(144)
6/27/2013
1995
(184)
6/27/2013
1995
(166)
6/27/2013
1995
(213)
6/27/2013
1995
(110)
6/27/2013
1995
(192)
6/27/2013
1995
(118)
7/31/2013
1970
(84)
6/27/2013
1984
(383)
6/27/2013
1995
(33)
6/27/2013
1995
(174)
6/27/2013
1995
(148)
6/27/2013
1995
— 7/31/2013
1984
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
384
(172)
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Rochester
Columbus
Willard
Allentown
Carlisle
Erie
Hanover
Chattanooga
Memphis
Amarillo
NY
OH
OH
PA
PA
PA
PA
TN
TN
TX
Ashley Furniture
Jeffersontown
KY
Assured Partners,
Inc.
Richfield
At Home & Gabes
Florence
OH
KY
AT&T
AT&T
Schaumburg
IL
Richardson
Auto Pawn
Columbus
AutoZone
Chicago
AutoZone
Yorkville
AutoZone
Pearl River
AutoZone
Hernando
AutoZone
Blanchester
AutoZone
Hamilton
AutoZone
Hartville
AutoZone
Mt. Orab
AutoZone
Trenton
AutoZone
Rapid City
AutoZone
Nashville
Bahama Breeze
Pittsburgh
Bahama Breeze
Memphis
Bandana's Bar-B-
Q Restaurant
Bandana's Bar-B-
Q Restaurant
Bandana's Bar-B-
Q Restaurant
Collinsville
Arnold
Fenton
—
—
—
—
—
—
—
—
—
—
—
—
—
—
128
400
230
600
200
188
400
201
449
260
1,966
1,414
6,794
2,364
—
—
—
—
—
—
—
—
—
—
17
—
1,155
599
1,652
472
552
921
469
835
627
2,368
—
5,968
9,305
340
1,555
829
2,252
672
740
1,321
670
1,284
887
4,334
1,431
(22)
7/31/2013
1985
(221)
6/27/2013
1995
(115)
6/27/2013
1995
(317)
6/27/2013
1995
(91)
6/27/2013
1995
(108)
6/27/2013
1966
(177)
6/27/2013
1995
(85)
7/31/2013
1998
(152)
7/31/2013
1998
(120)
6/27/2013
1995
(317)
9/26/2014
1970
— 2/21/2014
1995
12,762
(15)
12/14/2016
1992
TX
GA
IL
IL
LA
MS
OH
OH
OH
OH
OH
SD
TN
PA
TN
IL
MO
MO
11,351
1,891
31,118
—
—
—
719
—
535
814
614
679
504
571
861
—
—
—
—
—
170
698
383
239
141
341
507
197
258
306
375
555
1,590
2,370
340
460
470
—
1,047
1,534
1,193
833
838
1,283
1,156
1,219
812
969
1,270
1,753
1,313
627
433
314
F-97
548
12,217
(1,257)
9/24/2014
1989
13
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
33,022
(4,902)
11/5/2013
1986
170
1,745
1,917
1,432
974
1,179
1,790
1,353
1,477
1,118
1,344
1,825
3,343
3,683
967
893
784
— 6/27/2013
1987
(218)
4/30/2013
1995
(232)
5/19/2014
2006
(184)
2/7/2014
2007
(114)
2/7/2014
2003
(128)
2/7/2014
2008
(192)
2/7/2014
2008
(175)
2/7/2014
2008
(181)
2/7/2014
2009
(123)
2/7/2014
2008
(142)
2/7/2014
2008
(190)
2/7/2014
2009
(155)
7/28/2014
2004
(100)
7/28/2014
1998
(124)
6/27/2013
1995
(86)
6/27/2013
1995
(63)
8/30/2013
1986
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
2,195
107
2,814
(382)
1/8/2014
1980
Property
City
State
Bank of America
Merced
Bank of America
Asheville
Bank of America
Charlotte
Bank of America
Grants Pass
CA
NC
NC
OR
—
—
—
—
512
383
62
393
195
642
2,979
Banner Life
Insurance
Baxter
International
Urbana
MD
19,600
2,733
31,483
Beall's
Lakeland
Bloomington
IN
FL
—
—
1,310
2,033
8,216
4,809
Becton, Dickinson
and Company
San Antonio
TX
9,510
1,666
19,092
40,278
2,761
52,454
Bed Bath &
Beyond
Stockton
Benihana
Anchorage
CA
AK
Benihana
Miami Beach
FL
Benihana
Stuart
Benihana
Alpharetta
Benihana
Schaumburg
Benihana
Wheeling
Benihana
Farmington
Hills
FL
GA
IL
IL
MI
Benihana
Maple Grove
MN
Benihana
Dallas
TX
—
—
—
—
—
—
—
—
—
1,391
3,775
1,661
1,151
2,319
1,896
2,025
1,319
2,988
Best Buy
Montgomery
AL
3,148
1,370
Best Buy
Coral Springs
FL
Best Buy
Bourbonnais
Best Buy
Indianapolis
Best Buy
Richmond
Best Buy
Marquette
IL
IN
IN
MI
Best Buy
Norton Shores MI
Best Buy
Southaven
Best Buy
Tupelo
Best Buy
Pineville
Best Buy
BHC Marketing
Kenosha
The
Woodlands
Big Lots
Chester
Big O Tires
Phoenix
MS
MS
NC
WI
TX
VA
AZ
—
—
—
—
—
—
—
—
—
—
—
—
782
2,715
1,724
665
549
836
1,568
2,045
484
1,818
1,925
4,724
335
206
1,877
433
1,917
1,485
1,396
1,273
2,049
2,604
1,275
5,749
4,843
5,156
4,775
4,429
4,207
4,099
4,318
1,934
7,970
5,503
40,332
3,373
1,367
F-98
—
—
—
—
368
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
593
—
1
—
—
—
20
169
—
578
704
(33)
1/8/2014
1993
(108)
1/8/2014
1983
3,372
(504)
1/8/2014
1963
34,216
(4,200)
2/7/2014
2011
9,894
6,842
(1,575)
11/5/2013
1995
(624)
7/16/2014
2006
20,758
(2,903)
11/5/2013
2008
55,215
(13,999)
8/17/2012
2003
3,268
4,208
3,578
2,636
3,715
3,169
4,074
3,923
4,263
7,119
7,558
6,880
5,440
4,978
5,636
5,667
6,364
2,418
9,788
7,428
(341)
2/7/2014
1998
(117)
2/7/2014
1972
(363)
2/7/2014
1976
(134)
2/7/2014
2003
(265)
2/7/2014
1992
(152)
2/7/2014
2001
(427)
2/7/2014
2012
(468)
2/7/2014
2006
(273)
2/7/2014
1975
(933)
2/7/2014
2003
(865)
2/7/2014
1993
(923)
2/7/2014
1991
(749)
2/7/2014
2009
(711)
2/7/2014
2011
(772)
2/7/2014
2010
(642)
2/7/2014
2001
(729)
2/7/2014
2007
(298)
5/19/2014
2005
(1,251)
2/7/2014
1994
(862)
2/7/2014
2008
45,076
(6,018)
11/5/2013
2009
3,877
1,573
(596)
2/24/2014
2013
(197)
2/7/2014
2010
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
1,265
4,212
8,594
—
—
—
1,581
4,745
(333)
6/1/2012
2006
(667)
2/7/2014
1999
12,687
(1,369)
2/7/2014
2003
10,931
(15)
16,485
(1,647)
2/7/2014
2001
—
—
—
—
—
316
533
4,093
5,569
5,929
16,348
8,446
5,104
7,661
8,416
2,168
14,002
—
3,585
21,344
12,645
5,538
36,445
—
6,882
10,196
—
—
—
—
—
—
—
—
—
—
22,277
(2,154)
2/7/2014
2003
12,765
(1,198)
2/7/2014
1997
16,170
(1,768)
2/7/2014
1997
24,929
(2,678)
2/7/2014
1993
41,983
(4,219)
2/7/2014
2006
17,078
(1,504)
2/7/2014
2003
20,376
(2,021)
2/7/2014
2001
19,184
(2,008)
2/7/2014
1995
29,670
(3,089)
2/7/2014
1993
19,048
(1,633)
2/7/2014
1995
Westminster
MD
13,978
6,516
13,860
Auburn
Portsmouth
Deptford
ME
NH
NJ
—
—
2,674
4,216
16,510
25,454
11,004
6,558
12,490
North Canton
OH
6,787
456
8,668
462
9,586
(2,371)
2/20/2013
1998
13,621
3,400
16,782
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
620
480
151
572
2,840
645
247
278
1,013
251
749
655
566
442
505
646
2,467
809
151
868
6,826
1,198
986
833
1,881
1,004
1,789
1,217
1,321
1,032
1,179
1,937
F-99
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
20,182
(2,361)
2/7/2014
1996
3,087
1,289
302
1,440
9,666
1,843
1,233
1,111
2,894
1,255
2,538
1,872
1,887
1,474
1,684
2,583
(489)
6/27/2013
1995
(160)
6/27/2013
1995
(30)
6/27/2013
1979
(176)
6/27/2013
1999
(1,280)
11/5/2013
1965
(376)
7/30/2012
2011
(286)
11/29/2012
2010
(261)
7/27/2012
1980
(343)
7/31/2013
1997
(315)
7/30/2012
2010
(351)
6/27/2013
1973
(382)
7/27/2012
2011
(415)
7/27/2012
2010
(324)
7/27/2012
2011
(370)
7/30/2012
2011
(353)
7/31/2013
1988
SC
SC
FL
FL
FL
MA
MA
MA
MD
PA
CA
CO
Property
City
State
Big O Tires
Los Lunas
NM
Bi-Lo's Grocery
Greenwood
Bi-Lo's Grocery
Mt Pleasant
BJ's Wholesale
Club
Boynton
Beach
BJ's Wholesale
Club
Jacksonville
BJ's Wholesale
Club
Pembroke
Pines
Greenfield
Leominster
Uxbridge
California
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
BJ's Wholesale
Club
Lancaster
Black Angus
Dublin
Black Bear DIner
Colorado
Springs
Black Meg 43
Copperas Cove
TX
Blue Goose
Cantina Mexican
Grapevine
Bob's Stores
Randolph
Bojangles
Winder
Bojangles
Biscoe
Bojangles
Boone
Bojangles
Denver
Bojangles
Dobson
Bojangles
Hickory
Bojangles
Indian Trail
Bojangles
Morganton
Bojangles
Roanoke
Rapids
Bojangles
Southport
Bojangles
Statesville
TX
MA
GA
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
Property
City
State
Bojangles
Taylorsville
Bojangles
Troutman
Bojangles
Chapin
Bojangles
Clinton
Bojangles
Fountain Inn
Bojangles
Greenwood
Bojangles
Moncks
Corner
Bojangles
Walterboro
Bonefish Grill
Lakeland
NC
NC
SC
SC
SC
SC
SC
SC
FL
Bonefish Grill
Independence
OH
Bonefish Grill
Gainesville
VA
Boston Market
Indianapolis
Boston Market
Indianapolis
Boston Market
Fayetteville
Boston Market
Raleigh
Brangus
Steakhouse
Jasper
IN
IN
NC
NC
AL
Bridgestone Tire
Kansas City
MO
Bruegger's Bagels
Iowa City
Bruegger's Bagels
Durham
Bruegger's Bagels
Raleigh
Buca di Beppo
Italian
Buca di Beppo
Italian
Buffalo Wild
Wings
Bunge North
America
Wheeling
Westlake
Langhorne
Fort Worth
Burger King
Anchorage
Burger King
Andalusia
Burger King
Atmore
Burger King
Brewton
Burger King
Dothan
Burger King
Dothan
Burger King
Enterprise
Burger King
Evergreen
IA
NC
NC
IL
OH
PA
TX
AK
AL
AL
AL
AL
AL
AL
AL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
436
718
577
397
287
440
505
454
750
895
751
930
410
460
280
140
651
40
312
230
450
370
815
6,262
1,100
—
—
—
—
—
—
—
—
427
181
181
307
628
594
437
172
1,108
1,077
1,071
926
1,150
1,320
1,179
1,363
1,897
2,252
1,325
—
—
—
—
—
—
—
—
—
—
—
—
350
—
—
—
—
—
(8)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,070
1,520
1,015
219
1,954
379
728
654
1,272
887
815
8,433
489
1,025
723
920
1,167
1,104
655
689
F-100
1,544
1,795
1,648
1,323
1,437
1,760
1,684
1,817
2,647
3,147
2,076
1,280
1,480
1,980
1,295
359
2,605
411
1,040
884
1,722
1,257
1,630
9,533
916
1,206
904
1,227
1,795
1,698
1,092
861
(217)
6/27/2013
1987
(243)
10/10/2013
2012
(330)
8/9/2012
2009
(291)
7/27/2012
2009
(260)
10/10/2013
2012
(360)
2/28/2013
1995
(343)
11/29/2012
2010
(396)
11/29/2012
2010
(331)
2/7/2014
2003
(408)
2/7/2014
2006
(345)
2/7/2014
2004
(28)
6/27/2013
1995
(205)
6/27/2013
1995
(291)
6/27/2013
1995
(195)
6/27/2013
1995
(43)
6/27/2013
1995
(411)
5/31/2013
2008
(73)
6/27/2013
1995
(133)
7/31/2013
1926
(125)
6/27/2013
1995
(252)
6/27/2013
1995
(176)
6/27/2013
1995
(168)
7/31/2013
1999
(1,423)
11/5/2013
2005
(96)
6/27/2013
1982
(187)
7/31/2013
2000
(132)
7/31/2013
2000
(168)
7/31/2013
1993
(213)
7/31/2013
1983
(201)
7/31/2013
1999
(120)
7/31/2013
1985
(126)
7/31/2013
1997
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Burger King
Monroeville
Burger King
Burger King
Opp
Troy
Burger King
Sierra Vista
Burger King
Tucson
Burger King
Denver
Burger King
Clearwater
Burger King
Defuniak
Springs
Burger King
Largo
Burger King
Niceville
Burger King
Panama City
Burger King
Springfield
Burger King
Tallahassee
Burger King
Tallahassee
Burger King
Alpharetta
Burger King
Alpharetta
Burger King
Alpharetta
Burger King
Alpharetta
Burger King
Atlanta
Burger King
Augusta
Burger King
Bainbridge
Burger King
Cairo
Burger King
Fort
Oglethorpe
Burger King
Martinez
Burger King
Roswell
Burger King
Thomson
Burger King
Valdosta
Burger King
Des Moines
Burger King
Perry
Burger King
Red Oak
Burger King
Shenandoah
Burger King
Stuart
AL
AL
AL
AZ
AZ
CO
FL
FL
FL
FL
FL
FL
FL
FL
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
IA
IA
IA
IA
IA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
325
214
461
260
300
872
981
362
683
598
319
324
720
843
635
1,128
795
501
380
693
347
245
170
909
495
748
564
1,160
557
334
313
607
604
857
1,383
1,041
1,307
1,242
591
1,087
412
399
956
971
720
454
865
977
943
1,219
499
2,080
1,042
981
2,175
1,350
1,156
876
376
949
680
1,002
582
911
F-101
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
929
1,071
1,844
1,301
1,607
2,114
1,572
1,449
1,095
997
1,275
1,295
1,440
1,297
1,500
2,105
1,738
1,720
879
2,773
1,389
1,226
2,345
2,259
1,651
1,624
940
2,109
1,237
1,336
895
1,518
(110)
7/31/2013
1997
(156)
7/31/2013
1994
(252)
7/31/2013
1984
(190)
7/31/2013
1994
(251)
6/27/2013
1995
(244)
6/27/2013
1994
(116)
6/27/2013
1980
(198)
7/31/2013
1989
(81)
6/27/2013
1984
(73)
7/31/2013
1994
(174)
7/31/2013
1998
(177)
7/31/2013
1995
(131)
7/31/2013
1998
(83)
7/31/2013
1980
(170)
6/27/2013
1998
(192)
6/27/2013
1993
(185)
6/27/2013
1997
(239)
6/27/2013
2001
(96)
6/27/2013
1995
(379)
7/31/2013
1986
(190)
7/31/2013
1998
(179)
7/31/2013
1997
(417)
6/27/2013
1995
(265)
6/27/2013
1998
(211)
7/31/2013
1998
(172)
6/27/2013
1988
(69)
7/31/2013
1987
(173)
7/31/2013
1987
(124)
7/31/2013
1997
(183)
7/31/2013
1988
(106)
7/31/2013
1988
(166)
7/31/2013
1997
Property
City
State
Burger King
Maywood
Burger King
Springfield
Burger King
Gary
Burger King
Cut Off
Burger King
Gonzales
IL
IL
IN
LA
LA
Burger King
Lake Charles
LA
Burger King
Lake Charles
LA
Burger King
Metairie
Burger King
Opelousas
Burger King
Raceland
Burger King
Amesbury
Burger King
Springfield
Burger King
Caribou
Burger King
Belding
Burger King
Detroit
LA
LA
LA
MA
MA
ME
MI
MI
Burger King
Grand Rapids
MI
Burger King
Grand Rapids
MI
Burger King
Grand Rapids
MI
Burger King
Holland
Burger King
Hudsonville
Burger King
L'Anse
Burger King
Sparta
Burger King
Spring Lake
Burger King
Walker
Burger King
Warren
MI
MI
MI
MI
MI
MI
MI
Burger King
Hastings
MN
Burger King
Kansas City
MO
Burger King
Brandon
Burger King
Clarksdale
Burger King
Cleveland
Burger King
Greenville
Burger King
Greenville
MS
MS
MS
MS
MS
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
860
354
544
726
380
456
610
728
964
356
835
983
770
221
614
490
260
346
420
451
32
640
341
305
248
328
444
649
865
688
573
351
1,051
(357)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
677
606
1,088
465
456
746
392
964
533
1,217
516
440
411
331
545
780
807
707
676
616
570
512
711
745
608
1,036
1,513
865
1,606
1,337
820
F-102
1,554
1,031
1,150
1,814
845
912
1,356
1,120
1,928
889
2,052
1,499
1,210
632
945
1,035
1,040
1,153
1,127
1,127
648
1,210
853
1,016
993
936
1,480
2,162
1,730
2,294
1,910
1,171
(71)
7/31/2013
2003
(133)
6/27/2013
1995
(119)
6/27/2013
1987
(199)
7/31/2013
1990
(85)
7/31/2013
1990
(83)
7/31/2013
1980
(136)
7/31/2013
1990
(72)
7/31/2013
1990
(176)
7/31/2013
1978
(97)
7/31/2013
2000
(239)
6/27/2013
1977
(101)
6/27/2013
1974
(84)
6/27/2013
1995
(75)
7/31/2013
1994
(60)
7/31/2013
1988
(104)
6/27/2013
1995
(149)
6/27/2013
1995
(147)
7/31/2013
1985
(135)
6/27/2013
1995
(123)
7/31/2013
1988
(112)
7/31/2013
1999
(109)
6/27/2013
1995
(93)
7/31/2013
1994
(130)
7/31/2013
1973
(136)
7/31/2013
1987
(111)
7/31/2013
1990
(189)
7/31/2013
1984
(297)
6/27/2013
1981
(158)
7/31/2013
1988
(293)
7/31/2013
1985
(244)
7/31/2013
2004
(150)
7/31/2013
1993
Property
City
State
Burger King
Greenwood
Burger King
Grenada
MS
MS
Burger King
Philadelphia
MS
Burger King
Yazoo City
MS
Burger King
Asheville
Burger King
Chadbourn
Burger King
Claremont
Burger King
Clinton
Burger King
Dunn
Burger King
Durham
Burger King
Wilmington
Burger King
Blair
Burger King
Wahoo
Burger King
Dover
Burger King
Nashua
Burger King
Edison
Burger King
Elko
Burger King
Albany
NC
NC
NC
NC
NC
NC
NC
NE
NE
NH
NH
NJ
NV
NY
Burger King
Central Square
NY
Burger King
Cohoes
Burger King
East
Greenbush
Burger King
Hamburg
Burger King
Irondequoit
NY
NY
NY
NY
Burger King
Montgomery
NY
Burger King
Schenectady
NY
Burger King
Syracuse
Burger King
Cincinnati
Burger King
Dayton
Burger King
Mansfield
Burger King
New
Philadelphia
Burger King
Willoughby
Burger King
Ardmore
NY
OH
OH
OH
OH
OH
OK
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
692
536
402
489
728
353
646
494
328
170
573
272
196
1,159
655
480
260
330
500
270
404
403
988
480
380
606
353
569
191
419
410
270
1,038
805
939
909
595
797
646
801
268
352
870
1,087
1,109
952
655
1,075
1,001
850
1,189
563
269
383
659
1,042
936
606
824
466
766
779
1,005
1,023
F-103
—
—
—
—
—
—
—
—
(118)
—
—
—
—
—
—
—
—
—
—
—
(159)
—
—
—
—
—
—
—
—
—
—
—
1,730
1,341
1,341
1,398
1,323
1,150
1,292
1,295
478
522
1,443
1,359
1,305
2,111
1,310
1,555
1,261
1,180
1,689
833
514
786
1,647
1,522
1,316
1,212
1,177
1,035
957
1,198
1,415
1,293
(189)
7/31/2013
1988
(147)
7/31/2013
1989
(171)
7/31/2013
1993
(166)
7/31/2013
1993
(109)
7/31/2013
1982
(156)
6/27/2013
1999
(127)
6/27/2013
2000
(157)
6/27/2013
1999
(18)
7/31/2013
1989
(67)
6/27/2013
1995
(171)
6/27/2013
1999
(198)
7/31/2013
1987
(202)
7/31/2013
1990
(187)
6/27/2013
1970
(119)
7/31/2013
2008
(206)
6/27/2013
1995
(192)
6/27/2013
1995
(163)
6/27/2013
1995
(228)
6/27/2013
1995
(108)
6/27/2013
1995
(9)
6/27/2013
1980
(75)
6/27/2013
1974
(120)
7/31/2013
1980
(200)
6/27/2013
1995
(179)
6/27/2013
1995
(111)
7/31/2013
1986
(150)
7/31/2013
1969
(85)
7/31/2013
1990
(140)
7/31/2013
1985
(142)
7/31/2013
1986
(193)
6/27/2013
1995
(196)
6/27/2013
1995
Property
City
State
Burger King
Roseburg
OR
Burger King
Harrisburg
Burger King
Old Forge
Burger King
Gaffney
Burger King
Greenville
PA
PA
SC
SC
Burger King
North Augusta
SC
Burger King
North Augusta
SC
Burger King
Chattanooga
Burger King
Gallatin
Burger King
Austin
Burger King
Laredo
Burger King
Texas City
TN
TN
TX
TX
TX
Burger King
Spanaway
WA
Burger King
Germantown
WI
Burger King
Marshfield
Burger King
Rhinelander
Burger King
Weston
Burger King
Bluefield
Cactus Wellhead
Williston
Cactus Wellhead
Dubois
Cactus Wellhead
Center
Cactus Wellhead
Pleasanton
Cadbury Holdings Whippany
California Pizza
Kitchen
Paradise
Valley
California Pizza
Kitchen
California Pizza
Kitchen
California Pizza
Kitchen
California Pizza
Kitchen
Alpharetta
Atlanta
Grapevine
Captain D's
Statesboro
Captain D's
Florence
Captain D's
Southaven
Captain D's
Memphis
WI
WI
WI
WV
ND
PA
TX
TX
NJ
AZ
GA
GA
TX
GA
KY
MS
TN
Schaumburg
IL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
350
619
390
370
420
256
450
740
199
666
684
421
509
644
232
260
329
210
72
129
115
144
2,767
2,285
1,279
2,307
1,180
1,544
350
248
270
230
886
412
905
880
571
1,451
1,050
1,591
463
999
1,026
782
1,628
1,300
885
606
718
1,163
3,735
2,542
1,886
2,908
38,018
1,480
3,249
1,857
3,179
2,250
401
325
564
338
F-104
—
—
—
—
—
—
—
—
—
(517)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,236
1,031
1,295
1,250
991
1,707
1,500
2,331
662
1,148
1,710
1,203
2,137
1,944
1,117
866
1,047
1,373
3,807
2,671
2,001
3,052
(170)
6/27/2013
1995
(75)
7/31/2013
1985
(173)
6/27/2013
1995
(169)
6/27/2013
1995
(109)
6/27/2013
1995
(265)
7/31/2013
1985
(192)
7/31/2013
1985
(305)
6/27/2013
1995
(85)
7/31/2013
1984
(61)
6/27/2013
1998
(187)
7/31/2013
2002
(143)
7/31/2013
1984
(320)
6/27/2013
1997
(255)
6/27/2013
1986
(174)
6/27/2013
1986
(111)
7/31/2013
1986
(141)
6/27/2013
1987
(223)
6/27/2013
1995
(393)
7/24/2014
2011
(287)
6/12/2014
2012
(213)
6/12/2014
2011
(331)
6/12/2014
2011
40,785
(5,706)
11/5/2013
2004
3,765
4,528
4,164
4,359
3,794
751
573
834
568
(283)
2/7/2014
1994
(558)
2/7/2014
1994
(346)
2/7/2014
1993
(547)
2/7/2014
1995
(395)
2/7/2014
1994
(77)
6/27/2013
1995
(64)
6/27/2013
1981
(108)
6/27/2013
1995
(65)
6/27/2013
1995
Property
City
State
Captain D's
Duncanville
Cargill
Blair
Carlos O’Kelley’s
Mexican Café
Mason City
Carl's Jr.
Purcell
CarMax
Henderson
CarMax
Austin
Carrabba's
Scottsdale
Carrabba's
Louisville
Carrabba's
Tampa
Carrabba's
Duluth
Carrabba's
Bowie
Carrabba's
Brooklyn
Carrabba's
Washington
Twnshp
Carrabba's
Columbia
TX
NE
IA
OK
NV
TX
AZ
CO
FL
GA
MD
OH
OH
SC
Carrabba's
Johnson City
TN
Cashland
Celina
OH
Castle Dental
Murfreesboro
TN
Charleston's
Carmel
Checkers
Huntsville
Checkers
Hollywood
Checkers
Jacksonville
Checkers
Lauderhill
Checkers
Miami
Checkers
Orlando
Checkers
Plantation
Checkers
Tampa
IN
AL
FL
FL
FL
FL
FL
FL
FL
Checkers
Fayetteville
GA
Chedder's Casual
Cafe
Chedder's Casual
Cafe
Chedder's Casual
Cafe
Brandon
Bolingbrook
Lubbock
Chevy's
Miami
FL
IL
TX
FL
Chevy's
Greenbelt
MD
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
2,470
—
—
—
295
627
290
77
246
4,989
1,255
513
8,542
10,396
9,900
5,461
16,940
—
—
(192)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,847
1,400
2,085
2,881
1,036
2,212
1,859
2,164
2,536
132
256
3,016
—
2,220
1,096
1,951
—
—
1,461
—
—
3,071
(2,204)
—
—
—
—
1,760
2,345
783
2,399
F-105
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,350
1,083
1,650
836
1,429
1,187
906
1,159
771
108
256
140
689
160
731
280
621
1,033
220
736
681
860
1,344
1,053
1,455
530
541
5,616
1,353
590
(48)
6/27/2013
1982
(637)
2/7/2014
2009
(105)
6/27/2013
1995
(101)
6/27/2013
1980
18,938
(1,673)
2/7/2014
2002
22,401
(2,452)
2/7/2014
2004
3,197
2,483
3,735
3,717
2,465
3,399
2,765
3,323
3,307
240
512
3,156
689
2,380
1,827
2,231
621
1,033
1,681
736
681
1,727
3,104
3,398
2,238
2,929
(235)
2/7/2014
2000
(240)
2/7/2014
2000
(373)
2/7/2014
1994
(501)
2/7/2014
2004
(332)
2/7/2014
2003
(365)
2/7/2014
2002
(335)
2/7/2014
2001
(369)
2/7/2014
2000
(469)
2/7/2014
2003
(27)
7/31/2013
1995
(53)
7/31/2013
1996
(598)
6/27/2013
1995
— 6/27/2013
1995
(440)
6/27/2013
1995
(200)
7/31/2013
1993
(387)
6/27/2013
1995
— 7/31/2013
1993
— 7/31/2013
1995
(290)
6/27/2013
1995
— 6/27/2013
1995
— 6/27/2013
1995
(18)
6/27/2013
2003
(357)
6/27/2013
1997
(476)
6/27/2013
1997
(161)
7/31/2013
1995
(476)
6/27/2013
1995
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
590
1,693
—
2,283
(336)
6/27/2013
1995
1,695
12,360
(1,567)
12,488
(409)
3/28/2014
2006
Property
City
State
Chevy's
Lake Oswego
OR
Chicago Bridge &
Iron
Baton Rouge
LA
Children's
Courtyard
Childtime
Childcare
Childtime
Childcare
Childtime
Childcare
Childtime
Childcare
Chilis
Chilis
Chilis
Chilis
Chilis
Chilis
Chilis
Chilis
Grand Prairie
TX
Modesto
Bedford
CA
OH
Oklahoma City OK
Oklahoma City OK
Fayetteville
AR
Boise
East Peoria
Flanders
Mt. Laurel
Amarillo
Riverdale
ID
IL
NJ
NJ
TX
UT
Cheyenne
WY
China 1
Bay City
China Buffet
Alvin
China Buffet
Angleton
China Town
Buffet
Bismarck
Chipper's Grill
Streator
Church's Chicken
Atmore
Church's Chicken
Bay Minette
Church's Chicken
Flomaton
Church's Chicken
Jackson
Church's Chicken
Orlando
Church's Chicken
Augusta
Church's Chicken
Augusta
Church's Chicken
Augusta
Church's Chicken
Augusta
Church's Chicken
Anderson
Church's Chicken
Charleston
Church's Chicken
Charleston
TX
TX
TX
ND
IL
AL
AL
AL
AL
FL
GA
GA
GA
GA
SC
SC
SC
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
367
280
111
124
108
1,370
400
1,023
811
800
270
229
110
127
1,508
1,402
1,447
1,332
1,055
1,524
852
796
793
1,714
751
2,347
842
1,792
1,893
899
815
124
299
272
1,038
1,928
190
144
134
173
127
254
178
256
178
196
647
421
500
255
574
757
518
719
380
533
597
414
458
277
344
167
F-106
—
—
—
—
—
—
(3)
—
—
—
—
—
—
(220)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,422
1,804
963
920
901
3,084
1,148
3,370
2,244
3,124
2,704
1,699
1,085
133
409
399
(163)
2/7/2014
1999
(228)
2/7/2014
1988
(141)
2/7/2014
1979
(131)
2/7/2014
1985
(126)
2/7/2014
1986
(340)
6/27/2013
1995
(149)
6/27/2013
1995
(476)
6/27/2013
2003
(234)
2/7/2014
2003
(212)
2/7/2014
2004
(390)
7/31/2013
1984
(178)
6/27/2013
1995
(162)
6/27/2013
1995
(3)
7/31/2013
1985
(61)
6/27/2013
1982
(55)
6/27/2013
1982
2,966
(397)
7/31/2013
2000
445
718
891
691
846
634
711
853
592
654
924
765
667
(51)
6/27/2013
1995
(105)
7/31/2013
1976
(138)
7/31/2013
2003
(94)
7/31/2013
1981
(131)
7/31/2013
1982
(69)
7/31/2013
1984
(97)
7/31/2013
1981
(109)
7/31/2013
1976
(76)
7/31/2013
1978
(83)
7/31/2013
1984
(51)
7/31/2013
1981
(63)
7/31/2013
1973
(30)
7/31/2013
1979
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Church's Chicken
Columbia
Church's Chicken
Columbia
Church's Chicken
Greenville
Church's Chicken
Greenville
Church's Chicken
Greenville
Church's Chicken
Greenwood
Church's Chicken
Church's Chicken
North
Charleston
North
Charleston
Church's Chicken
Orangeburg
Church's Chicken
Spartanburg
Church's Chicken
Spartanburg
Cigna
Cigna
Phoenix
Plano
Circle K
Phoenix
Circle K
Martinez
Circle K
Martinez
Circle K
Thomson
Circle K
Akron
Citizens Bank
Colchester
Citizens Bank
Deep River
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
AZ
TX
AZ
GA
GA
GA
OH
CT
CT
Citizens Bank
East Hampton
CT
Citizens Bank
East Lyme
Citizens Bank
Hamden
Citizens Bank
Higganum
Citizens Bank
Montville
CT
CT
CT
CT
Citizens Bank
New London
CT
Citizens Bank
Stonington
Citizens Bank
Stonington
Citizens Bank
Lewes
Citizens Bank
Smyrna
Citizens Bank
Wilmington
Citizens Bank
Wilmington
CT
CT
DE
DE
DE
DE
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
765
—
—
613
—
—
—
—
—
654
431
366
437
231
280
254
325
188
302
407
407
411
350
437
428
342
472
487
349
302
407
271
274
525
6,194
16,215
10,036
42,676
1,377
813
329
340
1,254
1,049
1,812
935
1,032
475
971
2,342
534
1,079
937
916
344
348
293
637
675
185
453
312
258
581
171
413
94
190
104
102
183
250
299
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,036
(994)
—
—
464
299
F-107
874
659
622
726
812
537
604
814
678
685
875
(80)
7/31/2013
1978
(78)
7/31/2013
1977
(62)
7/31/2013
1970
(86)
7/31/2013
2009
(89)
7/31/2013
1984
(64)
7/31/2013
2002
(55)
7/31/2013
1976
(74)
7/31/2013
1977
(49)
7/31/2013
1985
(50)
7/31/2013
1972
(96)
7/31/2013
1978
22,409
(2,239)
2/7/2014
2012
52,712
(5,962)
2/7/2014
2009
1,721
1,161
622
977
1,929
1,234
2,265
1,247
1,290
1,056
1,142
2,755
628
1,269
1,041
1,018
225
714
598
(358)
5/4/2012
1986
(200)
8/28/2012
2003
(44)
9/26/2014
1993
(47)
9/26/2014
1990
(302)
9/27/2012
1996
(241)
9/28/2012
2012
(417)
9/28/2012
1851
(236)
4/26/2012
1984
(237)
9/28/2012
1972
(109)
9/28/2012
1995
(317)
8/1/2010
1995
(539)
9/28/2012
1984
(174)
8/1/2010
1995
(248)
9/28/2012
1984
(203)
12/14/2012
1982
(190)
2/22/2013
1968
—
8/1/2010
1995
(117)
4/26/2012
1950
(75)
4/26/2012
1967
Property
City
State
Citizens Bank
Dorchester
Citizens Bank
Ludlow
Citizens Bank
Malden
Citizens Bank
Malden
Citizens Bank
Medford
Citizens Bank
Milton
MA
MA
MA
MA
MA
MA
Citizens Bank
New Bedford
MA
Citizens Bank
Randolph
Citizens Bank
Somerville
MA
MA
Citizens Bank
South Dennis
MA
Citizens Bank
Springfield
Citizens Bank
Tewksbury
Citizens Bank
Wilbraham
Citizens Bank
Winthrop
Citizens Bank
Woburn
Citizens Bank
Clinton
Township
Citizens Bank
Dearborn
Citizens Bank
Dearborn
Citizens Bank
Detroit
Citizens Bank
Detroit
Citizens Bank
Farmington
MA
MA
MA
MA
MA
MI
MI
MI
MI
MI
MI
Citizens Bank
Grosse Pointe
MI
Citizens Bank
Harper Woods
MI
Citizens Bank
Highland Park MI
Citizens Bank
Lathrup
Village
Citizens Bank
Livonia
Citizens Bank
Richmond
Citizens Bank
Southfield
Citizens Bank
St. Clair
Shores
Citizens Bank
Troy
Citizens Bank
Utica
Citizens Bank
Warren
MI
MI
MI
MI
MI
MI
MI
MI
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
485
—
—
1,697
1,193
2,244
—
1,383
—
—
—
813
458
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
386
810
488
484
589
619
297
480
561
—
187
266
148
390
350
574
434
385
112
204
303
410
207
150
283
261
168
283
309
312
376
178
386
540
596
1,935
1,094
2,476
694
1,439
561
1,294
747
1,063
591
724
816
3,250
2,461
2,184
636
1,159
707
2,322
1,171
848
1,602
1,476
951
1,605
1,748
935
2,133
1,009
F-108
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
772
1,350
1,084
2,419
1,683
3,095
991
1,919
1,122
1,294
934
1,329
(97)
4/26/2012
1960
(124)
9/28/2012
1995
(137)
9/28/2012
1920
(445)
9/28/2012
1988
(252)
9/28/2012
1938
(536)
12/14/2012
1968
(160)
9/28/2012
1983
(331)
9/28/2012
1979
(129)
9/28/2012
1940
(280)
12/14/2012
1986
(145)
5/10/2013
1975
(268)
4/26/2012
1998
739
(149)
4/26/2012
1967
1,114
1,166
3,824
2,895
2,569
748
1,363
1,010
2,732
1,378
998
1,885
1,737
1,119
1,888
2,057
1,247
2,509
1,187
(166)
9/28/2012
1974
(177)
12/14/2012
1991
(1,068)
8/1/2010
1970
(757)
8/1/2010
1977
(671)
8/1/2010
1974
(210)
8/1/2010
1958
(383)
8/1/2010
1956
(153)
12/14/2012
1962
(751)
8/1/2010
1975
(387)
8/1/2010
1982
(280)
8/1/2010
1967
(524)
8/1/2010
1980
(488)
8/1/2010
1959
(314)
8/1/2010
1980
(527)
8/1/2010
1975
(577)
8/1/2010
1960
(203)
12/14/2012
1980
(689)
8/1/2010
1982
(330)
8/1/2010
1963
Property
City
State
Citizens Bank
Keene
Citizens Bank
Manchester
Citizens Bank
Manchester
Citizens Bank
Ossipee
Citizens Bank
Pelham
Citizens Bank
Pittsfield
Citizens Bank
Rollinsford
Citizens Bank
Salem
Citizens Bank
Haddon
Heights
Citizens Bank
Marlton
Citizens Bank
Albany
Citizens Bank
Amherst
Citizens Bank
East Aurora
Citizens Bank
Greene
Citizens Bank
Johnstown
Citizens Bank
Port Jervis
Citizens Bank
Rochester
NH
NH
NH
NH
NH
NH
NH
NH
NJ
NJ
NY
NY
NY
NY
NY
NY
NY
Encumbrances
at
December 31,
2016
1,885
—
—
269
280
—
—
—
—
781
799
856
581
746
561
515
599
Citizens Bank
Schenectady
NY
1,006
Citizens Bank
Vails Gate
Citizens Bank
Whitesboro
Citizens Bank
Alliance
Citizens Bank
Bedford
Citizens Bank
Boardman
Citizens Bank
Broadview
Heights
Citizens Bank
Brunswick
Citizens Bank
Cleveland
Citizens Bank
Cleveland
Citizens Bank
Cleveland
Citizens Bank
Fairlawn
Citizens Bank
Lakewood
Citizens Bank
Louisville
Citizens Bank
Massillon
NY
NY
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
979
450
—
533
—
—
—
—
—
—
1,885
—
—
—
Initial Costs (1)
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
132
640
—
176
113
160
78
328
316
444
232
238
162
216
163
143
166
292
284
130
204
175
280
201
186
239
210
182
511
196
191
287
2,511
782
1,568
264
340
908
444
1,312
948
825
1,315
1,348
919
1,227
923
811
943
1,655
1,610
739
1,156
699
1,589
1,140
1,057
1,357
1,190
1,031
2,045
1,111
1,080
1,624
F-109
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,643
1,422
1,568
440
453
1,068
522
1,640
1,264
1,269
1,547
1,586
1,081
1,443
1,086
954
1,109
1,947
1,894
869
1,360
874
1,869
1,341
1,243
1,596
1,400
1,213
2,556
1,307
1,271
1,911
(544)
12/14/2012
1900
(180)
9/28/2012
1941
(340)
12/14/2012
1995
(67)
4/26/2012
1980
(86)
4/26/2012
1983
(297)
8/1/2010
1976
(145)
8/1/2010
1977
(284)
12/14/2012
1980
(176)
7/23/2013
1965
(208)
4/26/2012
1988
(404)
8/1/2010
1960
(421)
8/1/2010
1965
(287)
8/1/2010
1996
(377)
8/1/2010
1981
(284)
8/1/2010
1973
(258)
8/1/2010
1995
(295)
8/1/2010
1962
(509)
8/1/2010
1974
(495)
8/1/2010
1995
(227)
8/1/2010
1995
(384)
8/1/2010
1972
(176)
4/26/2012
2005
(528)
8/1/2010
1984
(362)
8/1/2010
1982
(351)
8/1/2010
2004
(451)
8/1/2010
1973
(395)
8/1/2010
1950
(342)
8/1/2010
1930
(443)
12/14/2012
1979
(342)
8/1/2010
1985
(358)
8/1/2010
1960
(539)
8/1/2010
1995
Property
City
State
Citizens Bank
Massillon
Citizens Bank
Mentor
Citizens Bank
Northfield
Citizens Bank
Parma
Citizens Bank
Parma
OH
OH
OH
OH
OH
Citizens Bank
Parma Heights
OH
Citizens Bank
Rocky River
OH
Citizens Bank
South Russell
OH
Citizens Bank
Wadsworth
Citizens Bank
Willoughby
Citizens Bank
Aliquippa
Citizens Bank
Allison Park
Citizens Bank
Altoona
Citizens Bank
Ambridge
Citizens Bank
Ashley
Citizens Bank
Beaver Falls
Citizens Bank
Butler
Citizens Bank
Camp Hill
Citizens Bank
Carlisle
Citizens Bank
Carnegie
Citizens Bank
Dallas
Citizens Bank
Dillsburg
Citizens Bank
Drexel Hill
Citizens Bank
Erie
Citizens Bank
Ford City
Citizens Bank
Glenside
Citizens Bank
Greensburg
Citizens Bank
Grove City
Citizens Bank
Grove City
Citizens Bank
Harrisburg
Citizens Bank
Havertown
Citizens Bank
Highspire
OH
OH
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
608
—
—
—
—
—
—
—
—
—
740
—
—
—
—
468
—
—
—
—
—
—
1,257
—
323
506
560
—
—
212
178
317
248
475
426
283
106
158
395
138
314
153
215
225
138
286
430
234
73
213
232
266
168
89
343
45
292
41
512
219
216
1,202
1,011
1,797
744
581
638
1,602
957
893
2,239
782
733
459
—
—
—
—
—
—
—
—
—
—
—
—
—
1,217
(1,282)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
675
553
1,144
645
546
1,396
1,205
926
1,064
671
802
1,370
861
239
782
419
875
649
F-110
1,414
1,189
2,114
992
1,056
1,064
1,885
1,063
1,051
2,634
920
1,047
612
150
900
691
1,430
1,075
780
1,469
1,418
1,158
1,330
839
891
(399)
8/1/2010
1958
(330)
8/1/2010
1976
(587)
8/1/2010
1969
(188)
4/26/2012
1972
(126)
12/14/2012
1971
(138)
12/14/2012
1957
(492)
8/1/2010
1972
(207)
12/14/2012
1981
(296)
8/1/2010
1960
(732)
8/1/2010
1920
(169)
12/14/2012
1953
(169)
9/28/2012
1972
(99)
12/14/2012
1971
—
8/1/2010
1925
(146)
12/14/2012
1928
(127)
9/28/2012
1995
(248)
12/14/2012
1966
(140)
12/14/2012
1971
(138)
4/26/2012
1960
(302)
12/14/2012
1920
(277)
9/28/2012
1949
(201)
12/14/2012
1935
(230)
12/14/2012
1950
(145)
12/14/2012
1954
(174)
12/14/2012
1975
1,713
(266)
5/22/2013
1958
906
531
823
931
1,094
865
(187)
12/14/2012
1957
(60)
4/26/2012
1977
(197)
4/26/2012
1920
(106)
4/26/2012
1967
(201)
9/28/2012
2003
(141)
12/14/2012
1974
Property
City
State
Citizens Bank
Homestead
Citizens Bank
Kingston
Citizens Bank
Kittanning
Citizens Bank
Kutztown
Citizens Bank
Lancaster
Citizens Bank
Lancaster
Citizens Bank
Latrobe
Citizens Bank
Lititz
PA
PA
PA
PA
PA
PA
PA
PA
Citizens Bank
Lower Burrell
PA
Citizens Bank
Matamoras
Citizens Bank
Mechanicsbur
g
Citizens Bank
Mercer
Citizens Bank
Milford
Citizens Bank
Monesson
Citizens Bank
Mount
Lebanon
PA
PA
PA
PA
PA
PA
Citizens Bank
Mountain Top
PA
Citizens Bank
Munhall
Citizens Bank
Narberth
Citizens Bank
New Stanton
Citizens Bank
Oakmont
Citizens Bank
Oil City
Citizens Bank
Philadelphia
Citizens Bank
Philadelphia
Citizens Bank
Philadelphia
Citizens Bank
Pitcairn
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
490
555
—
—
458
—
—
1,620
—
—
683
1,577
—
232
1,448
581
—
—
565
—
—
—
—
—
—
—
—
2,262
1,244
202
404
56
81
368
383
148
37
180
509
288
105
513
198
215
111
191
420
330
199
110
184
127
266
46
215
256
185
389
146
470
516
807
943
1,060
725
552
468
591
708
722
946
2,590
314
769
—
—
—
—
—
—
—
—
—
—
—
—
—
1,123
(1,222)
1,939
631
191
2,381
612
1,127
623
735
722
1,065
—
—
—
—
—
—
—
—
(543)
—
867
(567)
—
—
—
—
—
—
—
1,219
767
1,051
1,168
2,770
2,661
1,204
F-111
1,009
1,347
1,116
806
920
851
739
745
902
1,455
2,878
419
1,282
99
(186)
9/28/2012
1960
(204)
12/14/2012
1977
(230)
12/14/2012
1889
(180)
5/11/2012
1974
(139)
4/26/2012
1965
(108)
9/28/2012
1967
(128)
12/14/2012
1969
(179)
4/26/2012
1923
(156)
12/14/2012
1980
(205)
12/14/2012
1920
(596)
9/28/2012
1900
(68)
12/14/2012
1964
(167)
12/14/2012
1981
—
8/1/2010
1930
2,154
(446)
9/28/2012
1960
742
382
2,801
942
1,326
733
919
306
1,331
346
1,434
1,023
1,236
1,557
2,916
3,131
1,720
(137)
12/14/2012
1980
(48)
4/26/2012
1973
(732)
8/1/2010
1935
(154)
4/26/2012
1975
(244)
12/14/2012
1967
(135)
12/14/2012
1965
(186)
4/26/2012
1904
(8)
12/14/2012
1920
(231)
12/14/2012
1971
(10)
12/14/2012
1985
(280)
9/28/2012
1970
(176)
9/28/2012
1970
(228)
12/14/2012
1960
(253)
12/14/2012
1940
(600)
12/14/2012
1900
(576)
12/14/2012
1979
(261)
12/14/2012
1970
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Reading
Citizens Bank
Reading
PA
PA
PA
PA
PA
PA
Citizens Bank
Shippensburg
PA
Citizens Bank
Slovan
Citizens Bank
State College
Citizens Bank
Temple
Citizens Bank
Turtle Creek
Citizens Bank
Tyrone
Citizens Bank
Upper Darby
Citizens Bank
Verona
Citizens Bank
Warrendale
Citizens Bank
West Grove
PA
PA
PA
PA
PA
PA
PA
PA
PA
Citizens Bank
West Hazleton
PA
Citizens Bank
Wexford
Citizens Bank
York
Citizens Bank
Coventry
Citizens Bank
Cranston
Citizens Bank
East
Greenwich
Citizens Bank
Johnston
PA
PA
RI
RI
RI
RI
Citizens Bank
N. Providence
RI
1,445
Citizens Bank
N. Providence
RI
Citizens Bank
Providence
Citizens Bank
Rumford
Citizens Bank
Wakefield
Citizens Bank
Warren
Citizens Bank
Warwick
Citizens Bank
Middlebury
Citizens Bank
Poultney
RI
RI
RI
RI
RI
VT
VT
—
—
—
—
—
—
—
—
—
918
—
—
—
—
345
205
452
—
—
—
—
549
—
544
—
—
581
—
—
—
—
206
196
255
268
269
267
143
217
256
268
308
146
411
264
611
181
279
180
337
559
411
227
343
200
223
300
352
517
328
1,852
1,110
1,019
2,413
1,524
802
429
117
475
626
923
583
617
616
916
725
2,509
719
626
559
1,234
680
1,030
1,800
892
899
654
959
609
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,058
1,306
1,274
2,681
1,793
1,069
572
334
731
894
1,231
729
1,028
880
1,527
906
2,788
899
963
1,118
1,645
907
1,373
2,000
1,115
1,199
1,006
1,476
937
(401)
12/14/2012
1923
(240)
12/14/2012
1980
(221)
12/14/2012
1970
(523)
12/14/2012
1970
(303)
4/12/2013
1904
(174)
12/14/2012
1970
(108)
4/26/2012
1985
(29)
4/26/2012
1975
(120)
4/26/2012
1966
(144)
9/28/2012
1936
(212)
9/28/2012
1970
(126)
12/14/2012
1967
(134)
12/14/2012
1966
(155)
4/26/2012
1972
(198)
12/14/2012
1981
(183)
4/26/2012
1880
(577)
9/28/2012
1900
(156)
12/14/2012
1975
(158)
4/26/2012
1955
(129)
9/28/2012
1968
(267)
12/14/2012
1967
(147)
12/14/2012
1959
(237)
9/28/2012
1972
(390)
12/31/2012
1971
(193)
12/14/2012
1971
(195)
12/14/2012
1960
(142)
12/14/2012
1977
(221)
9/28/2012
1976
(140)
9/28/2012
1980
1,870
8,828
363
149
544
847
F-112
697
—
—
11,395
(1,547)
9/24/2013
1995
907
996
(118)
12/14/2012
1969
(269)
8/1/2010
1860
Property
City
State
Citizens Bank
St. Albans
Citizens Bank
Coborn's Liquor
Store
Coborn's Liquor
Store
White River
Jnct
Stanley
Tioga
Comcast
Englewood
Community Bank
Lake Mary
Community Bank Whitehall
CompUSA
Arlington
ConAgra Foods
Omaha
ConAgra Foods
Milton
Conn's
Conn's
Cooper Tire &
Rubber
Austin
Hurst
Franklin
Cost Plus
La Quinta
County of Yolo,
CA
Woodland
Cracker Barrel
Braselton
Cracker Barrel
Bremen
Cracker Barrel
Columbus
Cracker Barrel
Greensboro
Cracker Barrel
Mebane
VT
VT
ND
ND
CO
FL
NY
TX
NE
PA
TX
TX
IN
CA
CA
GA
GA
GA
NC
NC
Cracker Barrel
Rocky Mount
NC
Cracker Barrel
Fort Mill
Cracker Barrel
Piedmont
Cracker Barrel
Abilene
Cracker Barrel
San Antonio
Cracker Barrel
Sherman
Cracker Barrel
Bristol
Cracker Barrel
Emporia
Cracker Barrel
Waynesboro
Cracker Barrel
Woodstock
Crest Production
Services
Crozer-Keystone
Health
Pleasanton
Ridley Park
SC
SC
TX
TX
TX
VA
VA
VA
VA
TX
PA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
141
183
1,163
1,065
1,490
1,230
365
106
798
1,039
5,037
4,581
5,060
1,504
600
—
—
—
—
—
4
—
1,770
2,437
1,467
127
—
6,451
30,697
16,245
5,656
27,242
—
—
740
497
2,958
1,990
15,802
4,438
33,994
—
1,211
4,786
10,332
2,640
13,681
2,935
1,294
2,677
1,012
—
—
912
1,632
2,514
1,106
—
—
—
—
—
—
—
1,274
1,301
1,630
1,374
1,725
557
1,241
2,435
972
—
1,536
2,261
—
1,147
928
519
—
2,403
2,361
3,153
2,495
2,054
2,334
2,721
2,927
2,933
3,005
3,744
1,703
2,267
1,489
2,164
7,949
6,114
F-113
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
939
1,222
6,200
5,646
6,550
2,738
706
4,031
(254)
8/1/2010
1989
(330)
8/1/2010
1975
(740)
2/21/2014
2014
(515)
6/26/2014
2014
(841)
11/5/2013
1999
(259)
10/1/2013
1990
(184)
8/1/2011
1995
(289)
2/7/2014
1992
37,148
(2,641)
3/28/2014
1989
32,898
(3,667)
2/7/2014
1991
3,698
2,487
(445)
5/19/2014
2002
(310)
5/19/2014
1999
38,432
(6,480)
11/5/2013
2009
5,997
(740)
2/7/2014
2007
16,321
(2,030)
11/5/2013
2001
3,697
3,373
4,065
4,127
3,160
3,608
4,022
4,557
4,307
4,730
4,301
2,944
3,239
3,025
3,092
8,468
6,114
(698)
11/13/2012
2005
(686)
11/13/2012
2006
(529)
2/7/2014
2003
(434)
2/7/2014
2005
(596)
11/13/2012
2004
(417)
2/7/2014
2006
(478)
2/7/2014
2006
(513)
2/7/2014
2005
(516)
2/7/2014
2005
(495)
2/7/2014
2005
(628)
2/7/2014
2007
(363)
2/7/2014
2006
(659)
11/13/2012
2004
(385)
2/7/2014
2004
(629)
11/13/2012
2005
(1,618)
6/12/2014
2013
(1,041)
11/5/2013
1976
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
AL
Hoover
—
1,239
Meridianville
AL
1,954
1,045
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
Phoenix
Phoenix
City Of
Industry
Fresno
Palmdale
Sacramento
Norwich
Dover
Auburndale
Boca Raton
Ft. Myers
Gulf Breeze
Jacksonville
Lakeland
Naples
New Port
Richey
St. Augustine
St. Cloud
Alpharetta
Ringgold
Stockbridge
Vidalia
Northbrook
Edinburgh
Evansville
Franklin
Mishawaka
Tipton
Lawrence
Mandeville
AZ
AZ
CA
CA
CA
CA
CT
DE
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
GA
GA
GA
GA
IL
IN
IN
IN
IN
IN
KS
LA
2,890
3,057
4,533
2,704
3,202
4,409
4,630
4,016
5,995
—
2,038
3,560
3,502
—
4,323
2,347
4,164
2,966
3,674
1,875
858
2,939
1,283
1,105
5,025
1,511
3,015
901
2,500
1,224
5,045
1,890
5,226
2,493
4,724
2,163
5,454
1,998
2,046
4,081
1,565
1,418
2,625
—
3,025
2,335
1,079
545
3,715
2,240
2,258
2,675
587
—
1,640
1,149
—
1,264
2,626
1,534
—
572
1,948
1,346
—
—
855
368
25,155
3,471
41,765
—
1,850
—
2,258
—
2,908
420
227
310
409
311
837
4,020
2,385
1,530
3,060
2,787
4,532
1,726
4,392
2,915
F-114
—
—
15
15
—
16
17
19
15
—
—
—
—
—
—
16
—
—
—
—
(12)
—
—
—
69
—
—
(5)
—
—
—
16
4,129
4,102
6,059
3,620
4,426
6,315
7,140
6,198
8,008
4,081
3,456
3,560
5,837
545
6,563
2,950
4,164
4,115
4,938
3,409
1,418
4,285
2,138
1,473
(629)
5/31/2013
2003
(535)
2/7/2014
2008
(874)
10/1/2013
2012
(522)
10/1/2013
2012
(483)
2/7/2014
2009
(850)
10/1/2013
2012
(893)
10/1/2013
2012
(775)
10/1/2013
2012
(1,155)
10/1/2013
2011
—
2/7/2014
2010
(329)
2/7/2014
1999
(631)
2/7/2014
2009
(622)
2/7/2014
2009
—
2/7/2014
2009
(706)
2/7/2014
2009
(453)
10/1/2013
2012
(678)
2/7/2014
2009
(473)
2/7/2014
2004
(597)
2/7/2014
2008
(417)
4/12/2013
2002
(220)
9/28/2012
1994
(515)
2/7/2014
2007
(298)
2/28/2013
1998
(285)
9/28/2012
2000
45,305
(5,539)
2/7/2014
1980
1,950
3,287
3,092
4,941
2,037
5,229
5,316
(269)
2/24/2014
1998
(490)
2/7/2014
2000
(801)
3/29/2012
1999
(735)
2/7/2014
2007
(303)
2/24/2014
1998
(711)
2/7/2014
2009
(562)
10/1/2013
2012
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
Metairie
LA
4,121
1,895
New Orleans
LA
3,719
2,439
Slidell
Hingham
Malden
Detroit
LA
MA
MA
MI
Harper Woods
MI
Minneapolis
MN
Independence
MO
4,355
1,142
5,695
1,873
5,360
1,757
—
—
—
—
270
499
266
780
St. Joseph
MO
3,015
1,022
Southaven
Southaven
Beaufort
Charlotte
Eden
Kernersville
Weaverville
Cherry Hill
Edison
MS
MS
NC
NC
NC
NC
NC
NJ
NJ
3,030
1,849
4,270
1,281
2,781
378
—
—
—
1,185
836
960
3,098
1,998
—
—
2,255
3,318
Lawrenceville
NJ
5,170
2,674
Albuquerque
NM
3,719
975
Albuquerque
NM
3,920
1,029
Las Cruces
NM
4,925
1,295
North Las
Vegas
Sparks
Henrietta
Mineola
Warren
NV
NV
NY
NY
OH
Oklahoma City OK
The Village
Tulsa
Freeland
OK
OK
PA
3,268
1,374
—
—
2,280
—
—
3,425
2,446
982
486
965
—
560
569
520
950
122
3,519
2,439
4,568
5,619
5,271
2,427
2,829
4,693
3,121
3,067
3,217
4,100
3,404
2,176
1,450
1,313
4,307
—
—
6,412
3,899
4,118
5,178
3,207
5,894
1,180
5,120
1,622
1,609
4,730
2,216
1,096
F-115
16
16
16
15
14
(5)
—
—
—
16
—
—
16
—
—
—
—
—
—
—
16
17
17
—
—
(2)
—
—
—
—
16
—
5,430
4,894
5,726
7,507
7,042
2,692
3,328
4,959
3,901
4,105
5,066
5,381
3,798
3,361
2,286
2,273
6,305
2,255
3,318
9,086
4,890
5,164
6,490
4,581
6,380
2,143
5,120
2,182
2,178
5,250
3,182
1,218
(679)
10/1/2013
2012
(471)
10/1/2013
2012
(881)
10/1/2013
2012
(1,083)
10/1/2013
2012
(1,016)
10/1/2013
2012
(564)
2/28/2013
1999
(658)
2/28/2013
1999
(676)
2/7/2014
2009
(495)
5/19/2014
2000
(592)
10/1/2013
2012
(616)
2/7/2014
2009
(769)
2/7/2014
2009
(656)
10/1/2013
2011
(335)
2/7/2014
2008
(235)
2/7/2014
1998
(212)
2/7/2014
1998
(748)
2/7/2014
2009
—
—
2/7/2014
2011
2/7/2014
2008
(1,022)
2/7/2014
2009
(752)
10/1/2013
2011
(794)
10/1/2013
2011
(998)
10/1/2013
2012
(842)
8/22/2012
2004
(963)
2/7/2014
2009
(292)
11/8/2012
1997
(798)
2/7/2014
2008
(261)
2/7/2014
2008
(246)
2/7/2014
1996
(761)
2/7/2014
2009
(428)
10/1/2013
2010
(288)
8/8/2012
2004
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
Mechanicsbur
g
New Castle
PA
PA
Shippensburg
PA
Titusville
Towanda
Anderson
Cayce
Columbia
Greenville
Greenville
Piedmont
Jackson
Knoxville
Nashville
Converse
Dumas
Duncanville
Edinburg
Elsa
Ft . Worth
Gainesville
San Antonio
San Antonio
San Antonio
San Juan
Hardy
Lynchburg
Madison
Heights
Norfolk
Portsmouth
Roanoke
PA
PA
SC
SC
SC
SC
SC
SC
TN
TN
TN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
VA
VA
VA
VA
VA
VA
Virginia Beach
VA
3,582
1,155
1,562
1,859
—
878
—
—
2,278
—
—
—
412
351
670
—
623
1,750
—
169
1,108
836
3,082
1,209
2,613
1,190
—
203
3,538
1,390
2,312
—
—
846
670
1,179
2,814
915
4,147
2,453
2,215
341
3,806
1,996
4,422
2,034
2,660
2,345
2,035
1,748
868
610
686
914
1,592
1,015
2,399
697
3,367
1,230
2,269
3,114
825
683
3,465
2,337
1,988
683
877
1,389
2,701
2,811
1,520
1,816
1,206
2,822
2,210
1,148
3,243
2,537
2,681
3,060
2,744
3,679
3,334
2,993
3,778
2,605
2,441
2,059
2,987
2,589
2,789
3,690
2,474
3,868
F-116
—
—
—
—
—
—
—
—
—
—
—
16
16
(4)
15
16
—
—
16
15
—
15
15
16
16
—
4
—
16
16
14
14
4,620
2,749
2,339
1,353
877
2,012
4,451
2,811
1,689
2,924
2,042
4,047
3,416
1,347
4,648
3,399
3,351
4,239
3,675
6,147
3,675
5,004
5,827
3,489
3,067
2,745
3,905
3,604
3,502
4,936
3,313
4,565
(858)
11/29/2012
2008
(590)
10/31/2012
1999
(462)
2/8/2013
2002
(230)
2/7/2014
1998
(195)
4/24/2013
2003
(216)
2/7/2014
1998
(483)
2/7/2014
2009
(583)
7/2/2013
2006
(353)
2/28/2013
1997
(305)
2/7/2014
1998
(185)
2/7/2014
1998
(544)
10/1/2013
2012
(427)
10/1/2013
2011
(295)
9/28/2012
1996
(626)
10/1/2013
2011
(490)
10/1/2013
2011
(429)
5/19/2014
2000
(517)
2/7/2014
2008
(529)
10/1/2013
2011
(709)
10/1/2013
2011
(520)
2/7/2014
2003
(577)
10/1/2013
2011
(728)
10/1/2013
2011
(503)
10/1/2013
2012
(471)
10/1/2013
2012
(448)
5/16/2013
2005
(486)
2/7/2014
1999
(416)
2/7/2014
1997
(538)
10/1/2013
2011
(712)
10/1/2013
2012
(477)
10/1/2013
2011
(746)
10/1/2013
2012
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Williamsburg
VA
4,115
CVS
Dahl's
Dahl's
Dahl's
Dahl's
Des Moines
Des Moines
Des Moines
Johnston
Dairy Queen
Mauldin
Dairy Queen
Alto
Dairy Queen
Pineland
Dairy Queen
Silsbee
Dairy Queen
Woodville
DaVita Dialysis
Osceola
DaVita Dialysis
Casselberry
DaVita Dialysis
Palatka
DaVita Dialysis
Sanford
DaVita Dialysis
Augusta
IA
IA
IA
IA
SC
TX
TX
TX
TX
AR
FL
FL
FL
GA
DaVita Dialysis
Douglasville
GA
DaVita Dialysis
Ft. Wayne
DaVita Dialysis
Hiawatha
IN
KS
DaVita Dialysis
New Orleans
LA
DaVita Dialysis
Allen Park
MI
DaVita Dialysis
Grand Rapids
MI
DaVita Dialysis
Clinton
DaVita Dialysis
St. Pauls
MO
NC
DaVita Dialysis
Lawrenceville
NJ
DaVita Dialysis
Akron
DaVita Dialysis
Cincinnati
OH
OH
DaVita Dialysis
Georgetown
OH
DaVita Dialysis
Willow Grove
PA
DaVita Dialysis
Hartsville
DaVita Dialysis
Beeville
SC
TX
907
628
1,163
2,871
3,202
133
50
40
60
98
137
392
207
530
118
119
394
69
511
209
215
128
138
633
312
219
125
311
126
99
5,137
3,947
1,649
11,761
6,644
—
110
120
100
65
1,232
2,320
1,173
2,793
1,818
1,858
2,963
1,302
2,237
1,885
1,794
896
1,246
2,757
1,994
878
706
3,886
1,136
1,879
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3)
(1)
14
—
—
—
6,060
4,575
2,812
(990)
10/1/2013
2011
(636)
2/7/2014
1947
(268)
2/7/2014
1959
14,632
(1,847)
2/7/2014
2011
9,846
(1,071)
2/7/2014
2000
133
160
160
160
163
1,369
2,712
1,380
3,323
1,936
1,977
3,357
1,371
2,748
2,094
2,009
1,024
1,384
3,390
2,306
1,094
830
4,211
1,262
1,978
— 6/27/2013
1995
(21)
6/27/2013
1995
(23)
6/27/2013
1995
(19)
6/27/2013
1995
(12)
7/31/2013
1980
(220)
3/28/2013
2009
(317)
2/7/2014
2007
(195)
6/5/2013
2013
(355)
2/7/2014
2005
(204)
2/7/2014
2000
(209)
2/7/2014
2001
(349)
2/7/2014
2008
(222)
5/30/2013
2012
(210)
9/30/2014
2010
(412)
12/31/2012
1955
(232)
2/7/2014
1997
(124)
2/26/2014
2003
(198)
8/2/2013
2006
(347)
2/7/2014
2009
(252)
3/31/2014
1932
(156)
3/28/2013
2008
(125)
3/28/2013
2009
(457)
2/7/2014
1989
(194)
5/30/2013
2013
(411)
12/31/2012
1979
24,286
(5,747)
11/21/2012
2000
DaVita Dialysis
Federal Way
WA
17,751
1,929
22,357
Deals R Us
Virginia Beach
VA
—
934
—
(405)
529
(1)
2/21/2014
1997
F-117
Property
City
State
Del Monte
Dell Perot
Systems
Denny's
Denny's
Lathrop
Lincoln
Mesa
Peoria
Denny's
Phoenix
Denny's
Scottsdale
Denny's
Denny's
Tempe
Tempe
Denny's
Idaho Falls
Denny's
Merriam
Denny's
Topeka
CA
NE
AZ
AZ
AZ
AZ
AZ
AZ
ID
KS
KS
Denny's
Bloomington
MN
Denny's
Branson
MO
Denny's
Kansas City
MO
Denny's
N. Kansas City MO
Denny's
Denny's
Sedalia
Black
Mountain
Denny's
Mooresville
Denny's
Henrietta
Denny's
Watertown
Denny's
Fremont
Denny's
Marion
Denny's
Ontario
Denny's
Greenville
Denny's
Pasadena
Dick's Sporting
Goods
Dick's Sporting
Goods
Dick's Sporting
Goods
Dick's Sporting
Goods
Fort Gratiot
Moore
Charleston
Jackson
DJO, LLC
Vista
Dollar General
Andalusia
Dollar General
Birmingham
MO
NC
NC
NY
NY
OH
OH
OR
SC
TX
MI
OK
SC
TN
CA
AL
AL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
41,318
2,812
1,089
310
825
736
378
1,567
196
390
630
1,184
620
750
630
500
210
250
361
330
320
115
240
570
500
722
1,243
3,733
1,346
3,732
317
156
25,566
891
457
1,237
491
245
844
432
1,150
446
—
2,209
686
937
783
505
841
241
1,107
975
390
1,067
554
1,316
7,743
10,426
5,025
6,106
16,868
914
882
F-118
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
41,318
(7,876)
11/5/2013
1993
28,378
(3,442)
2/7/2014
2009
1,980
767
2,062
1,227
623
2,411
628
1,540
1,076
1,184
2,829
1,436
1,567
1,283
715
1,091
602
1,437
1,295
505
1,307
1,124
1,816
8,465
(183)
7/31/2013
1994
(93)
6/27/2013
1995
(255)
7/31/2013
2005
(101)
7/31/2013
1980
(46)
6/27/2013
1980
(174)
7/31/2013
1995
(75)
6/27/2013
1995
(228)
6/27/2013
1995
(89)
6/27/2013
1995
— 7/31/2013
1995
(438)
6/27/2013
1995
(136)
6/27/2013
1995
(186)
6/27/2013
1995
(155)
6/27/2013
1995
(100)
6/27/2013
1995
(167)
6/27/2013
1995
(50)
7/31/2013
1970
(220)
6/27/2013
1995
(193)
6/27/2013
1995
(79)
6/27/2013
1989
(212)
6/27/2013
1995
(110)
6/27/2013
1995
(261)
6/27/2013
1995
(1,246)
2/7/2014
2010
11,669
(1,650)
2/7/2014
2012
8,758
7,452
(837)
2/7/2014
2005
(975)
2/7/2014
2007
20,600
(5,642)
8/15/2014
2006
1,231
1,038
(61)
7/24/2014
2014
(225)
6/6/2012
2012
Property
City
State
Dollar General
Bremen
Dollar General
Butler
AL
AL
Dollar General
Childersburg
AL
Dollar General
Chunchula
Dollar General
Cullman
Dollar General
Cullman
Dollar General
Frisco City
Dollar General
Gardendale
Dollar General
Hartselle
Dollar General
Headland
Dollar General
Mobile
Dollar General
Moulton
Dollar General
Mt. Vernon
Dollar General
Ohatchee
Dollar General
Phenix City
Dollar General
Phenix City
Dollar General
Red Level
Dollar General
Sylacauga
Dollar General
Tarrant
Dollar General
Troy
Dollar General
Tuscaloosa
Dollar General
Vance
Dollar General
Ash Flat
Dollar General
Batesville
Dollar General
Batesville
Dollar General
Beebe
Dollar General
Bella Vista
Dollar General
Bergman
Dollar General
Blytheville
Dollar General
Carlisle
Dollar General
Des Arc
Dollar General
Dumas
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
300
—
—
—
300
—
—
—
—
—
—
—
—
—
—
—
59
338
328
174
331
221
121
142
473
387
207
517
260
97
267
386
120
120
217
67
133
191
44
32
42
51
129
113
30
13
56
46
1,017
1,093
986
697
780
861
836
805
983
1,091
1,039
1,207
1,402
942
929
1,104
680
968
869
963
756
731
132
285
374
478
302
639
285
245
508
412
F-119
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2)
—
11
—
—
—
—
(2)
—
—
1,076
1,431
1,314
871
1,111
1,082
957
947
1,456
1,478
1,246
1,724
1,662
1,039
1,196
1,490
800
1,088
1,086
1,030
889
922
174
317
427
529
431
752
315
256
564
458
(116)
9/29/2014
2014
(173)
3/28/2014
2014
(161)
2/7/2014
2013
(184)
4/26/2012
2012
(124)
3/28/2014
2013
(89)
9/26/2014
2014
(136)
2/26/2014
2014
(198)
8/9/2012
2012
(161)
2/7/2014
2013
(120)
8/13/2014
2014
(167)
2/7/2014
2013
(319)
4/26/2012
2012
(228)
2/7/2014
2013
(119)
4/17/2014
2014
(149)
2/7/2014
2012
(179)
2/7/2014
2013
(195)
10/31/2011
2010
(155)
2/7/2014
2013
(245)
12/12/2011
2011
(155)
2/7/2014
2013
(213)
12/30/2011
2011
(116)
3/28/2014
2014
(33)
6/19/2012
1997
(55)
7/25/2013
1998
(73)
7/25/2013
1999
(90)
7/25/2013
1999
(86)
11/10/2011
2005
(160)
7/2/2012
2011
(54)
7/25/2013
2000
(69)
11/10/2011
2005
(99)
7/25/2013
1999
(80)
7/25/2013
2000
Property
City
State
Dollar General
Flippin
Dollar General
Gassville
AR
AR
Dollar General
Green Forest
AR
Dollar General
Higden
AR
Dollar General
Lake Village
AR
Dollar General
Lepanto
Dollar General
Little Rock
Dollar General
Marvell
Dollar General
Maynard
Dollar General
Mcgehee
Dollar General
Quitman
Dollar General
Searcy
Dollar General
Tuckerman
Dollar General
White Hall
Dollar General
Wooster
Dollar General
Grand Ridge
Dollar General
Lakeland
Dollar General
Molino
Dollar General
Palatka
Dollar General
Panama City
Dollar General
Guyton
Dollar General
Lyerly
Dollar General
Shiloh
Dollar General
Thomaston
Dollar General
Cedar Falls
Dollar General
Center Point
Dollar General
Chariton
Dollar General
Eagle Grove
Dollar General
Estherville
Dollar General
Hampton
Dollar General
Lake Mills
Dollar General
Nashua
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
FL
FL
FL
FL
FL
GA
GA
GA
GA
IA
IA
IA
IA
IA
IA
IA
IA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
300
—
400
—
—
—
—
—
—
—
—
—
—
—
—
—
—
53
54
52
52
64
43
73
40
73
25
45
29
49
43
74
76
413
178
113
139
213
251
150
308
96
136
165
100
226
188
81
136
64
325
303
469
362
389
412
364
654
228
426
263
280
388
664
684
1,810
1,007
1,196
312
852
992
743
972
862
772
934
902
903
751
728
768
F-120
Costs
Capitalized
Subsequent
to
Acquisition
(2)
(1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
116
379
355
521
426
432
485
404
727
253
471
292
329
431
738
760
2,223
1,185
1,309
451
1,065
1,243
893
1,280
958
908
1,099
1,002
1,129
939
809
904
(16)
6/19/2012
1994
(62)
7/25/2013
1999
(85)
11/10/2011
2005
(91)
7/25/2013
1995
(70)
7/25/2013
1995
(76)
7/25/2013
1995
(80)
7/25/2013
1995
(70)
7/25/2013
1995
(149)
12/4/2012
1995
(44)
7/25/2013
1998
(80)
7/25/2013
2001
(51)
7/25/2013
1998
(54)
7/25/2013
1999
(75)
7/25/2013
1999
(151)
12/4/2012
1995
(193)
12/30/2011
2010
(286)
2/7/2014
2012
(289)
10/31/2011
2011
(176)
5/7/2014
2013
(71)
6/19/2012
1987
(169)
6/3/2013
2011
(158)
2/7/2014
2012
(118)
8/13/2014
2014
(158)
2/7/2014
2013
(163)
8/28/2013
2013
(175)
12/31/2012
2012
(229)
8/31/2012
2012
(175)
7/9/2013
2013
(213)
10/25/2012
2012
(206)
2/1/2012
2012
(199)
2/1/2012
2012
(185)
9/6/2012
2012
Property
City
State
Dollar General
Ottumwa
IA
Dollar General
Altamont
Dollar General
Carthage
Dollar General
Desoto
Dollar General
Fairbury
Dollar General
Galatia
Dollar General
Henry
Dollar General
Jacksonville
Dollar General
Jonesboro
Dollar General
Lexington
Dollar General
Mackinaw
Dollar General
Mahomet
Dollar General
Marion
Dollar General
Minonk
Dollar General
Mount Morris
Dollar General
Park Forest
Dollar General
Pittsburg
Dollar General
Rockford
Dollar General
Roodhouse
Dollar General
Savanna
Dollar General
South Pekin
Dollar General
Bainbridge
Dollar General
Medaryville
Dollar General
Monroeville
Dollar General
Porter
Dollar General
Rensselaer
Dollar General
Richland
Dollar General
Schneider
Dollar General
Auburn
Dollar General
Cottonwood
Falls
Dollar General
Erie
Dollar General
Garden City
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IN
IN
IN
IN
IN
IN
IN
KS
KS
KS
KS
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
531
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
143
211
48
138
96
87
104
145
77
100
149
292
153
56
97
390
97
464
207
273
104
131
96
112
243
111
156
124
42
89
42
136
812
844
908
784
867
1,008
934
823
309
899
1,011
877
867
1,034
877
1,036
915
597
829
1,093
933
765
914
636
995
957
887
1,010
801
802
790
771
F-121
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
27
—
—
—
—
—
—
—
—
—
—
—
—
—
—
955
1,055
956
922
963
1,095
1,038
968
386
999
1,160
1,169
1,020
1,090
974
1,426
1,012
1,088
1,036
1,366
1,037
896
1,010
748
1,238
1,068
1,043
1,134
843
891
832
907
(181)
1/31/2013
2012
(227)
3/9/2012
2012
(223)
8/31/2012
2012
(167)
3/26/2013
2013
(173)
6/7/2013
2013
(103)
7/29/2014
2014
(190)
5/23/2013
2013
(202)
8/31/2012
2012
(88)
11/10/2011
2007
(217)
9/21/2012
2012
(165)
2/25/2014
2013
(166)
8/22/2013
2013
(209)
9/24/2012
1995
(108)
7/2/2014
2014
(199)
12/17/2012
2012
(99)
8/1/2014
2013
(144)
3/31/2014
2014
(68)
6/18/2014
2014
(188)
12/31/2012
1995
(248)
12/31/2012
2012
(177)
8/14/2013
2013
(77)
9/22/2014
2010
(151)
7/31/2014
2014
(179)
12/22/2011
2011
(70)
5/29/2014
2014
(111)
7/30/2014
2014
(70)
4/30/2014
2014
(100)
9/17/2014
2014
(197)
8/31/2012
2009
(197)
8/31/2012
2009
(194)
8/31/2012
2009
(189)
8/31/2012
2010
Property
City
State
Dollar General
Harper
Dollar General
Humboldt
Dollar General
Kingman
Dollar General
Medicine
Lodge
Dollar General
Minneapolis
Dollar General
Pomona
Dollar General
Sedan
Dollar General
Syracuse
Dollar General
Berea
Dollar General
Coldiron
KS
KS
KS
KS
KS
KS
KS
KS
KY
KY
Dollar General
East Bernstadt
KY
Dollar General
Eubank
Dollar General
Monticello
Dollar General
Nancy
Dollar General
Whitesburg
Dollar General
Bastrop
Dollar General
Choudrant
Dollar General
Converse
Dollar General
Doyline
Dollar General
Gardner
Dollar General
Grambling
Dollar General
Jonesville
Dollar General
Keithville
KY
KY
KY
KY
LA
LA
LA
LA
LA
LA
LA
LA
Dollar General
Lake Charles
LA
Dollar General
Lake Charles
LA
Dollar General
Mangham
Dollar General
Mount
Hermon
Dollar General
New Iberia
Dollar General
Patterson
Dollar General
Monroe
Dollar General
Sarepta
LA
LA
LA
LA
LA
LA
Dollar General
St. Martinville
LA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
300
—
—
457
—
—
—
—
—
300
400
—
—
400
—
—
91
44
142
40
43
42
42
43
138
187
141
137
251
81
211
148
83
84
88
138
597
103
83
102
406
40
94
315
259
97
131
175
818
828
804
765
816
796
792
817
781
747
799
775
867
733
845
838
745
756
793
784
719
929
750
919
770
759
842
736
1,035
869
743
1,028
F-122
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
909
872
946
805
859
838
834
860
919
934
940
912
1,118
814
1,056
986
828
840
881
922
1,316
1,032
833
1,021
1,176
799
936
1,051
1,294
966
874
(201)
8/31/2012
2009
(203)
8/31/2012
2010
(198)
8/31/2012
2010
(188)
8/31/2012
2010
(200)
8/31/2012
2010
(195)
8/31/2012
2010
(195)
8/31/2012
2009
(201)
8/31/2012
2010
(159)
5/30/2013
2012
(152)
5/30/2013
2013
(163)
5/30/2013
2012
(158)
5/30/2013
2013
(132)
4/25/2014
2012
(194)
4/26/2012
2011
(172)
5/30/2013
2012
(163)
7/1/2013
2013
(204)
2/6/2012
2011
(182)
9/26/2012
2012
(184)
11/27/2012
2012
(211)
3/8/2012
2012
(122)
2/7/2014
2012
(224)
9/27/2012
2012
(188)
7/26/2012
2012
(252)
2/29/2012
2012
(126)
2/7/2014
2012
(208)
2/6/2012
2011
(231)
2/6/2012
2009
(195)
4/26/2012
2011
(274)
4/26/2012
2011
(238)
2/6/2012
2011
(183)
8/9/2012
2011
1,203
(167)
2/7/2014
2012
Property
City
State
Dollar General
Thibodaux
LA
Dollar General
West Monroe
LA
Dollar General
Zachary
Dollar General
Adams
Dollar General
Bangor
Dollar General
Bronson
Dollar General
Cadillac
Dollar General
Camden
Dollar General
Carleton
Dollar General
Covert
Dollar General
Durand
Dollar General
East Jordan
Dollar General
Flint
Dollar General
Flint
Dollar General
Gaylord
Dollar General
Iron River
Dollar General
Manchester
Dollar General
Manistique
Dollar General
Melvindale
LA
MA
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
Dollar General
Mount Morris
MI
Dollar General
Negaunee
Dollar General
Rapid City
Dollar General
Romulus
Dollar General
Roscommon
Dollar General
Wakefield
Dollar General
Albert Lea
Dollar General
Annandale
Dollar General
Barnesville
Dollar General
Cohasset
Dollar General
Ely
Dollar General
Hawley
Dollar General
Melrose
MI
MI
MI
MI
MI
MN
MN
MN
MN
MN
MN
MN
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
467
—
445
—
455
—
416
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
234
153
248
254
173
97
187
138
222
37
181
125
83
91
172
86
213
155
242
110
87
179
199
87
88
223
212
86
87
174
89
96
1,146
869
743
1,016
691
436
747
781
666
704
726
709
743
820
687
777
853
876
967
988
779
716
794
781
794
551
848
841
964
944
803
863
F-123
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(46)
—
—
—
—
—
—
1,380
1,022
991
1,270
864
533
934
919
888
741
907
834
826
911
859
863
1,066
1,031
1,209
1,098
866
895
993
868
882
728
1,060
927
1,051
1,118
892
959
(188)
2/7/2014
2012
(234)
3/9/2012
1995
(197)
4/26/2012
2011
(183)
10/10/2013
2012
(173)
7/10/2012
2012
(115)
8/6/2014
1965
(201)
3/16/2012
2012
(170)
2/27/2013
2013
(179)
3/16/2012
2011
(173)
8/30/2012
2012
(189)
5/18/2012
2012
(178)
7/10/2012
2012
(193)
5/18/2012
2012
(194)
10/31/2012
2012
(172)
7/10/2012
2012
(191)
8/30/2012
2012
(186)
2/27/2013
2013
(191)
2/27/2013
2012
(247)
6/26/2012
2012
(215)
2/27/2013
2012
(191)
8/30/2012
2012
(156)
2/27/2013
2012
(173)
2/27/2013
2011
(192)
8/30/2012
2012
(180)
12/19/2012
2012
(64)
5/30/2014
1960
(161)
8/2/2013
2013
(136)
2/26/2014
2014
(142)
5/2/2014
2013
(74)
4/30/2014
2014
(145)
10/16/2013
2013
(196)
12/17/2012
2012
Property
City
Dollar General
Milaca
State
MN
Dollar General
Montgomery
MN
Dollar General
Olivia
MN
Dollar General
Pequot Lakes
MN
Dollar General
Richmond
Dollar General
Roseau
Dollar General
Rush City
Dollar General
Springfield
Dollar General
Staples
Dollar General
Virginia
MN
MN
MN
MN
MN
MN
Dollar General
Appleton City
MO
Dollar General
Ash Grove
Dollar General
Ashland
Dollar General
Aurora
Dollar General
Auxvasse
Dollar General
Belton
Dollar General
Berkeley
Dollar General
Bernie
Dollar General
Billings
Dollar General
Bloomfield
Dollar General
Cardwell
Dollar General
Carterville
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
Dollar General
Caruthersville
MO
Dollar General
Caulfield
Dollar General
Clarkton
Dollar General
Clever
Dollar General
Conway
Dollar General
De Soto
Dollar General
Diamond
Dollar General
Doolittle
MO
MO
MO
MO
MO
MO
MO
Dollar General
Eagle Rock
MO
Dollar General
Edina
MO
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
300
—
—
—
—
—
—
—
—
—
—
—
300
—
—
—
—
—
102
87
98
155
96
143
126
88
150
147
22
35
70
98
72
105
132
35
139
23
89
10
98
139
19
136
37
101
44
137
133
127
916
783
884
880
836
808
716
795
848
831
124
315
398
881
650
948
748
314
790
215
805
192
878
789
354
542
694
912
175
778
786
722
F-124
—
—
—
—
—
—
—
—
—
—
—
—
(5)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,018
(169)
9/24/2013
2013
870
982
(178)
12/17/2012
2012
(197)
1/31/2013
2012
1,035
(167)
8/22/2013
2013
932
951
842
883
998
978
146
350
463
979
722
(135)
2/20/2014
2014
(146)
10/30/2013
2013
(179)
7/25/2012
2012
(180)
12/26/2012
2012
(157)
9/4/2013
2013
(185)
1/14/2013
2012
(35)
11/10/2011
2004
(90)
11/10/2011
2006
(112)
11/10/2011
2006
(192)
2/28/2013
2013
(185)
11/22/2011
2011
1,053
(233)
8/3/2012
2012
880
349
929
238
894
202
976
928
373
678
731
(177)
10/9/2012
2012
(89)
11/10/2011
2007
(142)
10/17/2013
2013
(60)
11/10/2011
2005
(198)
8/24/2012
2012
(55)
11/10/2011
2004
(212)
9/27/2012
2012
(179)
12/31/2012
2012
(101)
11/10/2011
2007
(138)
6/19/2012
2010
(197)
11/22/2011
2011
1,013
(199)
2/14/2013
2013
219
915
919
849
(50)
11/10/2011
2005
(148)
8/2/2013
2013
(127)
2/26/2014
2014
(174)
9/13/2012
2012
Property
City
State
Dollar General
Eldon
Dollar General
Ellsinore
Dollar General
Gower
Dollar General
Hallsville
MO
MO
MO
MO
Dollar General
Hawk Point
MO
Dollar General
Humansville
MO
Dollar General
Jennings
Dollar General
Joplin
MO
MO
Dollar General
Kansas City
MO
Dollar General
King City
Dollar General
Laurie
Dollar General
Lawson
Dollar General
Lebanon
Dollar General
Lebanon
Dollar General
Lexington
Dollar General
Licking
Dollar General
Lilbourn
Dollar General
Lonedell
Dollar General
Malden
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
Dollar General
Marble Hill
MO
Dollar General
Marionville
MO
Dollar General
Marthasville
MO
Dollar General
Maysville
Dollar General
Morehouse
MO
MO
Dollar General
New Haven
MO
Dollar General
Oak Grove
Dollar General
Oran
Dollar General
Osceola
Dollar General
Ozark
Dollar General
Ozark
Dollar General
Pacific
Dollar General
Palmyra
MO
MO
MO
MO
MO
MO
MO
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
300
—
—
—
—
—
300
—
—
—
—
—
300
300
—
—
—
419
—
474
—
—
—
52
30
118
29
177
69
445
144
313
33
102
29
177
278
149
76
62
208
108
104
89
41
107
87
176
27
83
93
190
149
151
40
986
579
668
263
709
277
826
816
731
625
918
162
708
835
846
688
554
833
974
935
797
782
607
783
702
106
747
835
758
842
853
225
F-125
—
—
—
(6)
—
—
—
—
—
—
—
(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
(3)
—
—
—
—
—
(3)
1,038
(215)
2/14/2013
2013
609
786
286
886
346
1,271
960
1,044
658
1,020
188
885
(165)
11/10/2011
2010
(164)
8/31/2012
2012
(74)
11/10/2011
2004
(174)
8/24/2012
2012
(71)
6/19/2012
2007
(207)
7/13/2012
2012
(143)
11/12/2013
2013
(176)
9/21/2012
2012
(178)
11/22/2011
2010
(161)
11/15/2013
2013
(46)
11/10/2011
2003
(171)
9/24/2012
2012
1,113
(201)
9/21/2012
2012
995
764
616
1,041
1,082
1,039
886
823
714
870
878
130
830
928
948
991
1,004
262
(156)
9/13/2013
2013
(196)
11/22/2011
2010
(157)
11/10/2011
2010
(173)
4/26/2013
2013
(185)
8/2/2013
2013
(225)
9/11/2012
2012
(188)
10/31/2012
2012
(214)
2/1/2012
2011
(174)
10/31/2011
2010
(189)
9/7/2012
2012
(186)
4/27/2012
2012
(27)
6/19/2012
1999
(201)
3/30/2012
2012
(182)
2/19/2013
2012
(200)
4/27/2012
2012
(203)
9/24/2012
2012
(218)
6/6/2012
2012
(57)
6/19/2012
2003
Property
City
Dollar General
Plattsburg
Dollar General
Qulin
State
MO
MO
Dollar General
Robertsville
MO
Dollar General
Rocky Mount
MO
Dollar General
Rolla
Dollar General
Savannah
Dollar General
Sedadia
Dollar General
Senath
Dollar General
Seneca
Dollar General
Shelbina
Dollar General
Sikeston
Dollar General
Sikeston
Dollar General
Springfield
Dollar General
St. Clair
Dollar General
St. James
Dollar General
St. Louis
Dollar General
St. Louis
Dollar General
Stanberry
Dollar General
Steele
Dollar General
Strafford
Dollar General
Vienna
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
Dollar General
West Plains
MO
Dollar General
Willow
Springs
Dollar General
Windsor
Dollar General
Edwards
Dollar General
Greenville
Dollar General
Hickory
Dollar General
Jackson
Dollar General
Meridian
Dollar General
Meridian
Dollar General
Moorhead
Dollar General
Natchez
MO
MO
MS
MS
MS
MS
MS
MS
MS
MS
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
555
—
—
400
—
—
—
300
—
—
394
—
—
—
300
300
—
—
—
—
356
—
44
30
131
88
209
270
273
61
47
101
56
144
378
220
81
372
260
111
31
51
78
90
24
86
75
82
77
198
178
40
107
166
843
573
744
789
835
811
637
552
189
911
1,056
819
702
879
244
692
606
629
598
471
704
769
213
829
671
739
692
793
713
754
606
664
F-126
—
(8)
—
—
—
—
—
—
7
—
—
—
—
—
—
—
—
—
—
—
—
—
(4)
—
—
—
—
—
—
—
—
—
887
595
875
877
1,044
1,081
910
613
243
1,012
1,112
963
1,080
1,099
325
1,064
866
740
629
522
782
859
233
915
746
821
769
991
891
794
713
830
(207)
8/9/2012
2012
(162)
11/10/2011
2009
(183)
8/24/2012
2011
(194)
8/31/2012
2012
(158)
8/21/2013
2013
(154)
8/23/2013
2013
(154)
9/7/2012
2012
(141)
6/19/2012
2010
(48)
6/19/2012
1962
(185)
5/22/2013
2013
(289)
2/24/2012
2011
(201)
8/24/2012
2012
(179)
6/14/2012
2012
(248)
12/30/2011
1995
(62)
6/19/2012
1999
(170)
8/31/2012
2012
(146)
9/26/2012
2012
(179)
11/22/2011
2010
(170)
11/10/2011
2009
(132)
11/10/2011
2009
(193)
2/24/2012
2011
(125)
2/20/2014
2014
(54)
6/19/2012
2002
(134)
2/20/2014
2014
(189)
12/30/2011
2011
(208)
12/30/2011
2011
(173)
7/2/2012
2011
(191)
9/27/2012
2011
(172)
9/13/2012
2011
(182)
9/13/2012
2011
(157)
5/1/2012
2011
(169)
6/12/2012
2012
Property
City
State
Dollar General
Soso
Dollar General
Stonewall
Dollar General
Stringer
MS
MS
MS
Dollar General
Walnut Grove
MS
Dollar General
Edenton
Dollar General
Fayetteville
NC
NC
Dollar General
Hendersonville
NC
Dollar General
Hickory
Dollar General
Morganton
Dollar General
Ocean Isle
Beach
Dollar General
Tryon
Dollar General
Vass
NC
NC
NC
NC
NC
Dollar General
Farmington
NM
Dollar General
Farmington
NM
Dollar General
Modena
Dollar General
Fairfield
Dollar General
Forest
Dollar General
Gratis
Dollar General
Greenfield
Dollar General
Hicksville
Dollar General
Loudonville
Dollar General
Lowell
Dollar General
Lucasville
NY
OH
OH
OH
OH
OH
OH
OH
OH
Dollar General
New Charlisle
OH
Dollar General
New
Matamoras
Dollar General
Payne
Dollar General
Pemberville
OH
OH
OH
Dollar General
Pleasant City
OH
Dollar General
Sandusky
Dollar General
Toledo
OH
OH
Dollar General
Wheelersburg
OH
Dollar General
Broken Bow
OK
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
385
—
—
300
—
300
—
—
—
400
—
300
—
—
—
—
300
—
400
—
—
—
—
—
300
300
—
300
—
—
—
—
116
116
116
71
240
216
360
89
472
341
139
226
269
224
249
131
76
161
110
156
236
157
223
215
123
81
146
131
210
252
395
331
658
655
655
641
1,025
647
1,034
804
1,108
633
789
528
807
898
996
1,272
681
1,042
986
1,490
945
1,114
893
860
696
729
1,059
740
1,700
1,149
1,132
1,325
F-127
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
774
771
771
712
1,265
863
1,394
893
1,580
974
928
754
1,076
1,122
1,245
1,403
757
1,203
1,096
1,646
1,181
1,271
1,116
1,075
819
810
1,205
871
1,910
1,401
1,527
1,656
(174)
4/12/2012
2011
(164)
7/2/2012
2011
(164)
7/2/2012
2011
(181)
12/30/2011
2011
(167)
2/28/2014
2013
(177)
2/6/2012
2011
(166)
2/7/2014
2013
(198)
8/13/2012
2012
(180)
2/7/2014
2013
(173)
2/6/2012
2011
(194)
8/13/2012
2012
(144)
2/6/2012
2011
(195)
9/6/2012
2012
(174)
7/11/2013
2013
(179)
10/10/2013
2012
(195)
2/7/2014
2013
(195)
10/31/2011
2010
(170)
2/18/2014
2013
(270)
2/23/2012
2011
(230)
2/7/2014
2012
(241)
6/6/2012
2012
(172)
2/7/2014
2012
(232)
5/16/2012
2012
(215)
7/10/2012
2012
(200)
10/31/2011
2010
(209)
10/31/2011
2010
(166)
2/7/2014
2012
(212)
10/31/2011
2010
(262)
2/7/2014
2012
(178)
2/7/2014
2012
(183)
2/25/2014
1925
(175)
5/19/2014
2012
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Dollar General
Calera
Dollar General
Commerce
Dollar General
Hartshorne
Dollar General
Lexington
Dollar General
Maud
Dollar General
Maysville
Dollar General
Ponca City
OK
OK
OK
OK
OK
OK
OK
Dollar General
Rush Spring
OK
Dollar General
Sand Springs
OK
Dollar General
Sand Springs
OK
Dollar General
Sand Springs
OK
Dollar General
Tahlequah
Dollar General
Wagoner
Dollar General
Pleasantville
Dollar General
Sykesville
Dollar General
Wattsburg
Dollar General
Holly Hill
Dollar General
West Union
Dollar General
Doyle
Dollar General
Manchester
OK
OK
PA
PA
PA
SC
SC
TN
TN
Dollar General
Mcminnville
TN
Dollar General
Pleasant Hill
TN
300
Dollar General
Littleriver
Acdmy
Dollar General
Adkins
Dollar General
Amarillo
Dollar General
Amarillo
Dollar General
Amarillo
Dollar General
Avinger
Dollar General
Beeville
Dollar General
Belton
Dollar General
Blessing
Dollar General
Boling
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
136
38
100
85
76
41
145
87
143
43
198
123
31
163
68
96
1,983
259
—
—
—
—
46
75
114
120
39
122
157
97
153
198
44
90
89
83
92
—
(6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
770
341
898
761
688
785
1,161
779
811
819
791
1,101
1,076
941
1,075
1,031
2,333
868
679
646
679
747
693
889
877
866
794
830
810
804
745
831
F-128
906
373
998
846
764
826
(189)
8/31/2012
2010
(96)
11/10/2011
2006
(221)
8/31/2012
2010
(187)
8/31/2012
2010
(169)
8/31/2012
2010
(193)
8/31/2012
2010
1,306
(178)
2/7/2014
2012
866
954
862
989
1,224
1,107
1,104
1,143
1,127
2,592
914
754
760
799
786
815
1,046
974
1,019
992
874
900
893
828
923
(191)
8/31/2012
2010
(150)
9/3/2013
2013
(151)
9/3/2013
2013
(146)
9/3/2013
2012
(168)
2/7/2014
2012
(165)
2/7/2014
2012
(148)
3/24/2014
2013
(169)
3/24/2014
2013
(162)
3/24/2014
2014
(497)
3/6/2013
2013
(169)
7/3/2013
2011
(167)
8/22/2012
2012
(162)
7/26/2012
2012
(170)
7/12/2012
2012
(211)
12/30/2011
2011
(183)
4/27/2012
2012
(202)
12/31/2012
2012
(166)
8/13/2013
2013
(164)
8/2/2013
2013
(154)
7/11/2013
2013
(157)
8/8/2013
2013
(188)
11/19/2012
2012
(175)
2/28/2013
2013
(169)
12/18/2012
2012
(158)
8/13/2013
2013
Property
City
State
Dollar General
Brookeland
Dollar General
Bryan
Dollar General
Bryan
Dollar General
Bryan
Dollar General
Buchanan
Dam
TX
TX
TX
TX
TX
Dollar General
Canyon Lake
TX
Dollar General
Cedar Creek
Dollar General
Como
TX
TX
Dollar General
Corpus Christi
TX
Dollar General
Diana
Dollar General
San Leon
Dollar General
Donna
Dollar General
Donna
Dollar General
Donna
Dollar General
Edinburg
Dollar General
Edinburg
Dollar General
Elmendorf
Dollar General
Ganado
Dollar General
Gladewater
Dollar General
Gordonville
Dollar General
Kyle
Dollar General
Kyle
Dollar General
La Marque
Dollar General
Lacy
Lakeview
Dollar General
Laredo
Dollar General
Lubbock
Dollar General
Lubbock
Dollar General
Lubbock
Dollar General
Lubbock
Dollar General
Lyford
Dollar General
Lytle
Dollar General
Mercedes
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
562
—
—
386
—
—
—
—
—
—
—
—
—
—
—
384
—
—
—
—
—
—
—
—
—
300
—
—
93
148
193
185
145
149
291
76
270
186
87
136
200
145
136
102
94
95
184
38
132
101
102
146
253
267
199
148
41
80
243
215
840
840
772
740
820
843
680
683
809
743
786
768
799
820
769
914
847
857
736
717
747
910
917
826
758
801
796
841
825
724
971
859
F-129
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
933
988
965
925
965
992
971
759
(159)
8/15/2013
2013
(202)
9/14/2012
2012
(186)
9/14/2012
2012
(182)
8/31/2012
2009
(198)
9/28/2012
2012
(199)
10/12/2012
2012
(158)
11/16/2012
2012
(181)
4/20/2012
2012
1,079
(184)
12/26/2012
2012
929
873
904
999
965
905
(141)
8/27/2013
2013
(190)
9/25/2012
2012
(185)
9/11/2012
2012
(189)
10/12/2012
2012
(182)
1/31/2013
2012
(185)
9/7/2012
2012
1,016
(177)
7/16/2013
2013
941
952
920
755
879
1,011
1,019
972
1,011
1,068
995
989
866
804
1,214
1,074
(200)
10/23/2012
2012
(162)
8/13/2013
2013
(181)
8/31/2012
2009
(190)
4/20/2012
2012
(180)
9/26/2012
2012
(155)
12/6/2013
2013
(225)
8/31/2012
2010
(191)
11/16/2012
2012
(190)
7/31/2012
2012
(197)
8/31/2012
2010
(151)
8/28/2013
2013
(171)
5/16/2013
2013
(134)
2/20/2014
2014
(204)
12/30/2011
2010
(175)
10/30/2013
2013
(163)
8/2/2013
2013
Property
City
State
Dollar General
Mission
Dollar General
Moody
Dollar General
Belton
Dollar General
Mount
Pleasant
TX
TX
TX
TX
Dollar General
New Braunfels
TX
Dollar General
New Braunfels
TX
Dollar General
New Braunfels
TX
Dollar General
Orange
Dollar General
Poteet
Dollar General
Presidio
Dollar General
Progreso
Dollar General
Dollar General
Rio Grande
City
Rio Grande
City
Dollar General
Roma
Dollar General
San Antonio
Dollar General
San Antonio
Dollar General
San Antonio
Dollar General
San Antonio
Dollar General
San Antonio
Dollar General
San Antonio
Dollar General
San Antonio
Dollar General
San Benito
Dollar General
San Juan
Dollar General
Silsbee
Dollar General
Skidmore
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Dollar General
Sullivan City
TX
Dollar General
Texarkana
Dollar General
Troy
Dollar General
Tyler
Dollar General
Tyler
Dollar General
Victoria
Dollar General
Vidor
TX
TX
TX
TX
TX
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
400
—
400
300
—
500
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
158
41
145
214
205
95
156
277
96
72
169
137
163
253
252
222
163
271
239
220
333
202
169
43
90
165
136
93
219
602
91
—
894
781
821
858
818
855
883
1,150
864
1,370
957
779
652
1,010
756
888
926
812
956
880
776
807
956
810
811
876
772
841
875
956
817
1,182
F-130
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,052
(190)
3/27/2013
2013
822
966
1,072
1,023
950
1,039
1,427
960
1,442
1,126
916
815
1,263
1,008
1,110
1,089
1,083
1,195
1,100
1,109
1,009
1,125
853
901
(155)
6/11/2013
2013
(198)
9/13/2012
2012
(211)
8/31/2012
2009
(201)
8/31/2012
2012
(186)
2/14/2013
2013
(159)
10/30/2013
2013
(171)
2/7/2014
2012
(248)
10/31/2011
2010
(292)
3/28/2013
2013
(274)
10/31/2011
2010
(223)
10/31/2011
2010
(179)
2/1/2012
2011
(290)
10/31/2011
2010
(179)
10/22/2012
2012
(210)
10/22/2012
2012
(202)
2/14/2013
2013
(165)
5/23/2013
2013
(204)
3/11/2013
2013
(171)
7/9/2013
2013
(147)
8/13/2013
2013
(153)
8/23/2013
2013
(168)
11/15/2013
2013
(203)
7/6/2012
2012
(177)
2/14/2013
2013
1,041
(142)
2/26/2014
2014
908
934
1,094
1,558
908
1,182
(139)
10/25/2013
2013
(203)
9/12/2012
2012
(215)
8/31/2012
2010
(157)
2/7/2014
2013
(182)
1/31/2013
2013
(176)
2/7/2014
2012
Property
City
State
Dollar General
Waco
Dollar General
Weslaco
Dollar General
Weslaco
Dollar General
Burkeville
Dollar General
Richmond
Dollar General
Danville
Dollar General
Hopewell
Dollar General
Hot Springs
Dollar General
Mellen
Dollar General
Minong
TX
TX
TX
VA
VA
VA
VA
VA
WI
WI
Dollar General
Solon Springs
WI
Dollar General
Chelyan
Dollar General
Cowen
Dollar General
Elkview
Dollar General
Mcmechen
Dollar General
Millwood
Dollar General
Oceana
Dollar General
Dollar Tree
Dunkin Donuts/
Baskin-Robbins
Powhatan
Point
Chiefland
Dearborn
Heights
Earhart Corporate
Center
Ann Arbor
Eegee's
Tucson
Einstein Bros.
Bagels
Dearborn
El Chico
Killeen
Elite Production
Services
Cuero
EMC Corporation
Bedford
Emdeon Business
Services
Nashville
Encana Oil & Gas
Plano
Energy
Maintenance
Services US
Pasadena
Evans Exchange
Evans
Exelis
Experian
Herndon
Schaumburg
Express Energy
Services
Pleasanton
WV
WV
WV
WV
WV
WV
OH
FL
MI
MI
AZ
MI
TX
TX
MA
TN
TX
TX
GA
VA
IL
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
400
300
500
400
300
300
300
—
—
—
—
—
—
—
—
—
192
215
205
160
242
155
584
283
79
38
76
273
196
274
91
98
317
138
322
230
767
862
822
906
726
621
713
661
711
727
685
1,092
783
823
819
881
1,023
784
1,123
846
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
959
1,077
1,027
1,066
968
776
(188)
8/31/2012
2012
(208)
9/24/2012
2012
(148)
10/16/2013
2013
(235)
5/8/2012
2012
(199)
2/6/2012
2011
(170)
2/6/2012
2011
1,297
(195)
2/6/2012
2011
944
790
765
761
1,365
979
1,097
910
979
1,340
922
1,445
1,076
(181)
2/6/2012
2011
(201)
12/30/2011
2011
(205)
12/30/2011
2011
(193)
12/30/2011
2011
(202)
9/27/2013
2013
(174)
1/16/2013
2012
(156)
8/2/2013
2013
(182)
1/9/2013
2012
(171)
7/2/2013
2013
(101)
11/20/2014
2014
(152)
7/2/2013
2014
(176)
3/31/2014
2013
(162)
6/27/2013
1995
27,678
3,520
39,639
(7,268)
35,891
(1,013)
11/5/2013
2006
—
—
—
—
357
190
534
127
436
724
992
982
51,400
16,594
75,137
4,700
688
10,417
66,000
2,493
95,231
—
6,610
—
—
—
393
3,452
1,384
5,935
413
2,878
9,821
53,584
26,003
—
—
(803)
—
203
—
—
—
18
—
(5,778)
793
914
723
(80)
7/31/2013
1990
(139)
6/27/2013
(45)
7/31/2013
1995
1993
1,109
(111)
6/25/2014
2014
91,934
(10,030)
2/7/2014
2001
11,105
(1,254)
2/7/2014
2010
97,724
(11,369)
2/7/2014
2012
3,271
13,291
54,968
26,160
(326)
6/12/2014
(1,490)
2/7/2014
(8,133)
11/5/2013
(818)
2/7/2014
2011
2009
1999
1986
5,541
—
5,954
(630)
6/12/2014
2012
F-131
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Express Scripts
St. Louis
MO
22,620
5,706
32,333
Exterran Energy
Solutions
Fort Worth
Family Dollar
Bessemer
Family Dollar
Camden
Family Dollar
Grove Hill
Family Dollar
Hayneville
Family Dollar
Hoover
Family Dollar
Huntsville
Family Dollar
Huntsville
Family Dollar
Jemison
Family Dollar
Marion
Family Dollar
Millbrook
TX
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
Family Dollar
Montgomery
AL
Family Dollar
Montgomery
AL
Family Dollar
Wilmer
Family Dollar
El Dorado
Family Dollar
El Dorado
Family Dollar
Hot Springs
Family Dollar
Jacksonville
Family Dollar
Little Rock
Family Dollar
Ash Fork
Family Dollar
Avondale
AL
AR
AR
AR
AR
AR
AZ
AZ
Family Dollar
Casa Grande
AZ
Family Dollar
Coolidge
Family Dollar
Duncan
AZ
AZ
Family Dollar
Fort Mohave
AZ
Family Dollar
Golden Valley
AZ
Family Dollar
Guadalupe
AZ
Family Dollar
Mohave Valley
AZ
Family Dollar
Phoenix
Family Dollar
Phoenix
AZ
AZ
—
—
—
—
—
—
—
—
757
—
—
—
959
—
—
663
—
571
467
—
974
—
603
—
—
—
—
—
—
—
1,360
295
137
144
172
368
476
628
143
247
316
218
533
221
151
49
247
155
125
123
603
454
126
98
302
110
400
302
303
416
5,704
1,301
851
741
722
1,153
1,092
924
997
780
1,052
847
936
791
806
1,003
845
758
629
1,015
882
313
785
895
571
772
584
281
712
1,229
F-132
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
38,039
(9,472)
1/25/2012
2011
7,064
1,596
988
885
894
1,521
1,568
1,552
1,140
1,027
1,368
1,065
1,469
1,012
957
1,052
1,092
913
754
1,138
1,485
767
911
993
873
882
984
583
1,015
1,645
(627)
9/5/2014
2011
(163)
6/16/2014
2014
(117)
5/29/2014
2014
(77)
7/24/2014
2013
(107)
5/7/2014
2013
(118)
8/29/2014
2014
(108)
8/29/2014
2014
(76)
1/12/2015
2014
(161)
2/7/2014
2011
(82)
7/30/2014
2014
(107)
8/28/2014
2013
(87)
8/28/2014
2013
(154)
2/7/2014
2010
(108)
5/29/2014
2014
(96)
8/28/2014
1988
(151)
2/7/2014
2002
(133)
2/7/2014
2011
(115)
2/7/2014
2002
(95)
2/7/2014
2002
(104)
8/28/2014
2013
(146)
2/7/2014
2002
(58)
2/7/2014
2003
(126)
2/7/2014
2000
(91)
8/28/2014
2013
(97)
2/7/2014
2001
(92)
8/28/2014
2001
(99)
2/7/2014
2004
(52)
2/7/2014
2003
(83)
8/28/2014
2004
(123)
8/28/2014
2013
Property
City
State
Family Dollar
Phoenix
Family Dollar
Phoenix
Family Dollar
Dacano
Family Dollar
Fort Lupton
Family Dollar
Rangeley
Family Dollar
New Britain
Family Dollar
Wilmington
Family Dollar
Altha
Family Dollar
Anthony
Family Dollar
Apopka
Family Dollar
Auburndale
Family Dollar
Belleview
Family Dollar
Beverly Hills
AZ
AZ
CO
CO
CO
CT
DE
FL
FL
FL
FL
FL
FL
Family Dollar
Bonita Springs
FL
Family Dollar
Bristol
Family Dollar
Bunnell
Family Dollar
Cape Coral
Family Dollar
Citra
Family Dollar
Clearwater
Family Dollar
Deland
Family Dollar
Deltona
Family Dollar
Deltona
Family Dollar
Fort Meade
Family Dollar
Fort Myers
Family Dollar
Fountain
Family Dollar
Gainesville
Family Dollar
Graceville
Family Dollar
Jacksonville
Family Dollar
Jacksonville
Family Dollar
Kissimmee
Family Dollar
Lake Alfred
Family Dollar
Lake City
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
1,109
1,040
757
916
323
—
—
—
—
1,127
—
—
—
—
631
—
—
—
—
1,057
686
1,042
417
973
—
1,002
—
1,028
789
970
—
622
504
155
154
66
484
540
126
242
518
314
332
409
672
202
188
675
47
425
492
171
206
211
189
202
423
367
271
545
643
484
186
767
1,079
959
1,180
593
1,280
1,218
727
1,037
1,402
951
829
965
918
727
936
1,190
1,038
1,006
1,293
1,074
1,578
606
1,344
825
1,263
810
1,121
1,173
1,071
1,006
872
F-133
—
—
—
—
—
26
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,876
1,583
1,114
1,334
659
1,790
1,758
853
1,279
1,920
1,265
1,161
1,374
1,590
929
1,124
1,865
1,085
1,431
1,785
1,245
1,784
817
1,533
1,027
1,686
1,177
1,392
1,718
1,714
1,490
1,058
(134)
2/7/2014
2003
(176)
2/7/2014
2003
(157)
2/7/2014
2003
(192)
2/7/2014
1961
(154)
5/4/2012
2010
(122)
10/14/2014
2013
(92)
4/21/2015
2015
(121)
2/7/2014
2011
(107)
10/30/2014
2014
(209)
2/7/2014
2011
(97)
8/28/2014
2013
(129)
2/7/2014
2013
(99)
8/28/2014
2013
(154)
2/7/2014
2013
(123)
2/7/2014
2011
(97)
8/28/2014
2013
(188)
3/5/2014
2013
(105)
8/28/2014
2013
(99)
8/22/2014
2014
(196)
2/7/2014
2011
(155)
2/7/2014
2004
(234)
2/7/2014
2011
(85)
2/7/2014
2000
(208)
2/7/2014
2002
(85)
8/28/2014
2014
(190)
2/7/2014
2011
(125)
4/30/2014
2013
(164)
2/7/2014
2011
(179)
2/7/2014
2008
(158)
2/7/2014
2011
(76)
12/23/2014
2014
(132)
2/7/2014
2011
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Family Dollar
Lake
Panasoffkee
Family Dollar
Lakeland
Family Dollar
Largo
Family Dollar
Middleburg
Family Dollar
Milton
Family Dollar
Mulberry
Family Dollar
Ocala
Family Dollar
Ocala
Family Dollar
Ocala
Family Dollar
Okeechobee
Family Dollar
Orlando
Family Dollar
Orlando
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Family Dollar
Ormond Beach
FL
Family Dollar
Ormond Beach
FL
Family Dollar
Oviedo
Family Dollar
Palatka
FL
FL
—
732
—
—
644
—
—
—
968
894
—
—
—
—
—
—
Family Dollar
Pembroke Park
FL
1,141
Family Dollar
Pensacola
Family Dollar
Pensacola
Family Dollar
Plant City
Family Dollar
Plant City
Family Dollar
Sebring
Family Dollar
St Petersburg
Family Dollar
Tallahassee
Family Dollar
Tampa
Family Dollar
Tampa
Family Dollar
Tampa
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Family Dollar
Winter Haven
FL
Family Dollar
Zellwood
Family Dollar
Abbeville
Family Dollar
Acworth
Family Dollar
Alma
FL
GA
GA
GA
—
559
—
1,173
—
1,093
—
1,005
1,168
—
—
—
—
—
—
237
339
844
274
544
131
108
344
554
655
349
291
573
675
469
316
656
69
146
279
712
492
690
632
531
773
552
534
272
163
489
79
696
785
962
822
683
1,156
816
1,251
984
580
1,294
1,286
860
1,152
848
1,054
944
1,085
907
1,040
1,113
1,063
1,000
871
1,062
1,057
792
942
1,005
768
901
954
F-134
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
933
1,124
1,806
1,096
1,227
1,287
924
1,595
1,538
1,235
1,643
1,577
1,433
1,827
1,317
1,370
1,600
1,154
1,053
1,319
1,825
1,555
1,690
1,503
1,593
1,830
1,344
1,476
1,277
931
1,390
1,033
(110)
3/25/2014
2013
(128)
2/7/2014
2003
(157)
2/7/2014
2013
(163)
6/4/2013
2008
(96)
2/7/2014
2010
(116)
8/28/2014
2013
(88)
8/28/2014
2005
(186)
2/7/2014
2006
(157)
2/7/2014
2011
(110)
2/7/2014
2011
(128)
8/28/2014
2014
(128)
8/28/2014
2013
(171)
6/4/2013
2008
(173)
2/7/2014
2011
(138)
2/19/2014
2013
(162)
4/25/2014
2014
(167)
2/7/2014
2006
(107)
8/28/2014
2013
(129)
2/7/2014
2003
(156)
2/7/2014
2004
(181)
2/7/2014
2005
(117)
6/24/2014
2014
(165)
2/7/2014
2011
(147)
2/7/2014
2011
(169)
2/7/2014
2008
(172)
2/7/2014
2011
(125)
2/7/2014
2013
(64)
8/8/2014
2014
(99)
8/22/2014
2014
(86)
5/29/2014
2014
(94)
8/28/2014
2013
(96)
8/28/2014
1982
Property
City
State
Family Dollar
Claxton
Family Dollar
Cordele
Family Dollar
Fayetteville
Family Dollar
Helena
GA
GA
GA
GA
Family Dollar
Jeffersonville
GA
Family Dollar
Lenox
Family Dollar
Lindale
Family Dollar
Macon
Family Dollar
Macon
Family Dollar
Marietta
Family Dollar
Marietta
Family Dollar
Omega
Family Dollar
Richland
Family Dollar
Riverdale
Family Dollar
Vienna
Family Dollar
Des Moines
Family Dollar
Des Moines
Family Dollar
Fort Dodge
Family Dollar
Arco
Family Dollar
Homedale
Family Dollar
Kimberly
Family Dollar
Lombard
Family Dollar
Mount Vernon
Family Dollar
Pulaski
Family Dollar
University
Park
Family Dollar
Brookston
Family Dollar
Indianapolis
Family Dollar
Lake Village
Family Dollar
Mitchell
Family Dollar
Princeton
Family Dollar
Seymour
Family Dollar
Terre Haute
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
IA
IA
IA
ID
ID
ID
IL
IL
IL
IL
IN
IN
IN
IN
IN
IN
IN
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
673
—
—
—
—
—
—
—
822
408
—
973
—
—
—
—
—
—
613
—
—
526
—
394
322
136
217
242
153
90
227
300
230
366
582
167
125
310
62
152
411
152
76
59
219
1,008
117
31
295
126
375
154
101
300
238
235
665
1,049
1,203
790
926
809
966
893
851
749
1,126
716
859
1,188
721
863
871
449
684
1,387
657
543
1,050
588
688
715
707
752
1,119
486
764
427
F-135
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
987
1,185
1,420
1,032
1,079
899
1,193
1,193
1,081
1,115
1,708
883
984
1,498
783
1,021
1,282
601
760
1,446
876
1,551
1,167
619
983
841
1,082
906
1,220
786
1,002
662
(99)
5/14/2014
2014
(117)
4/30/2014
2014
(108)
11/20/2014
2014
(129)
2/19/2014
2013
(93)
8/15/2014
2014
(187)
11/9/2012
2012
(100)
8/28/2014
2014
(92)
8/28/2014
2013
(135)
2/7/2014
2011
(122)
2/19/2014
2013
(114)
8/28/2014
2013
(113)
3/12/2014
2013
(88)
8/28/2014
2014
(114)
9/26/2014
2014
(114)
3/12/2014
2013
(164)
8/30/2013
1995
(142)
2/7/2014
2003
(77)
2/7/2014
2002
(165)
9/18/2012
2012
(222)
2/7/2014
2006
(137)
4/10/2013
2013
(93)
12/12/2013
1967
(204)
7/11/2013
2012
(134)
12/31/2012
2012
(124)
10/29/2013
2013
(169)
10/1/2012
2012
(103)
2/7/2014
2003
(225)
4/30/2014
2013
(117)
8/28/2014
2014
(81)
2/7/2014
2000
(125)
2/7/2014
2003
(68)
2/7/2014
2011
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Family Dollar
Greensburg
Family Dollar
Kansas City
Family Dollar
Kansas City
Family Dollar
Kansas City
Family Dollar
Topeka
Family Dollar
Wichita
KS
KS
KS
KS
KS
KS
Family Dollar
Bowling Green KY
Family Dollar
Carlisle
Family Dollar
Garrison
Family Dollar
Rockholds
Family Dollar
Abbeville
Family Dollar
Alexandria
Family Dollar
Arcadia
Family Dollar
Avondale
KY
KY
KY
LA
LA
LA
LA
Family Dollar
Baton Rouge
LA
Family Dollar
Chalmette
Family Dollar
Farmerville
Family Dollar
Kentwood
LA
LA
LA
—
—
—
982
—
—
—
—
—
—
740
458
—
—
—
—
722
683
Family Dollar
New Orleans
LA
1,146
Family Dollar
Shreveport
Family Dollar
Tickfaw
Family Dollar
Westwego
Family Dollar
Lynn
Family Dollar
Barryton
Family Dollar
Birch Run
Family Dollar
Brooklyn
Family Dollar
Burton
Family Dollar
Detroit
Family Dollar
Detroit
Family Dollar
Detroit
Family Dollar
Flint
Family Dollar
Hudson
LA
LA
LA
MA
MI
MI
MI
MI
MI
MI
MI
MI
MI
892
—
—
1,222
—
—
—
866
—
—
—
—
833
80
290
352
154
177
216
334
157
134
121
141
168
51
381
377
751
110
117
547
177
181
332
400
32
81
150
131
130
106
110
162
108
718
1,170
1,026
1,367
1,405
1,035
951
871
737
988
949
579
704
1,255
716
615
968
877
1,252
1,177
543
1,052
1,547
599
729
634
1,164
1,169
956
1,051
1,027
1,020
F-136
—
(5)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
86
—
—
—
—
—
—
—
798
1,455
1,378
1,521
1,582
1,251
1,285
1,028
871
1,109
1,090
747
755
1,636
1,093
1,366
1,078
994
1,799
1,354
724
1,384
1,947
631
896
784
1,295
1,299
1,062
1,161
1,189
1,128
(133)
9/9/2013
2012
(131)
11/6/2014
1995
(117)
12/18/2014
1995
(213)
2/7/2014
2002
(226)
2/7/2014
2004
(104)
8/28/2014
2013
(97)
8/28/2014
2013
(91)
8/28/2014
2014
(126)
2/20/2014
2012
(104)
8/28/2014
2014
(155)
2/7/2014
2005
(92)
2/7/2014
2005
(122)
2/20/2014
2010
(127)
8/28/2014
2013
(119)
2/7/2014
2003
(160)
5/3/2012
2011
(155)
2/7/2014
2003
(144)
2/7/2014
2003
(199)
2/7/2014
2005
(187)
2/7/2014
2005
(146)
3/30/2012
2011
(109)
8/28/2014
2013
(240)
2/7/2014
2003
(136)
12/18/2012
2012
(143)
7/11/2013
1950
(104)
2/7/2014
2002
(187)
2/7/2014
2003
(271)
11/27/2012
2011
(195)
5/2/2013
1964
(112)
8/28/2014
2005
(180)
2/26/2014
2014
(174)
2/7/2014
2005
Property
City
State
Family Dollar
Jackson
Family Dollar
Kentwood
Family Dollar
Monroe
Family Dollar
Newaygo
Family Dollar
Pontiac
Family Dollar
Remus
Family Dollar
Saginaw
Family Dollar
Tustin
Family Dollar
Crosby
Family Dollar
Ely
MI
MI
MI
MI
MI
MI
MI
MI
MN
MN
Family Dollar
Intrnatnl Falls
MN
Family Dollar
St. Peter
Family Dollar
Berkeley
MN
MO
Family Dollar
Kansas City
MO
Family Dollar
Kansas City
MO
Family Dollar
Kansas City
MO
Family Dollar
Marble Hill
MO
Family Dollar
Raytown
Family Dollar
St Louis
Family Dollar
St Louis
Family Dollar
St Louis
Family Dollar
St. Louis
Family Dollar
St. Louis
Family Dollar
St. Louis
Family Dollar
Bassfield
Family Dollar
Biloxi
Family Dollar
Canton
Family Dollar
Carriere
Family Dollar
D'Iberville
Family Dollar
Drew
Family Dollar
Greenville
Family Dollar
Gulfport
MO
MO
MO
MO
MO
MO
MO
MS
MS
MS
MS
MS
MS
MS
MS
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
739
—
689
962
—
—
—
—
—
—
409
969
683
1,211
970
—
—
—
972
—
—
—
—
—
434
—
399
—
—
—
411
93
389
243
317
136
49
164
33
49
231
32
93
179
277
119
142
38
415
168
215
258
445
215
445
96
310
210
200
241
11
125
209
525
919
1,061
677
1,249
992
1,086
633
928
1,008
608
566
1,391
812
1,705
1,338
719
—
671
1,357
1,310
1,038
1,219
1,039
752
575
1,142
599
561
1,039
872
626
F-137
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,287
(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
618
1,308
1,304
994
1,385
1,041
1,250
666
977
(97)
9/12/2013
2007
(134)
2/7/2014
2001
(109)
8/28/2014
2013
(116)
2/7/2014
2002
(205)
2/7/2014
2003
(172)
1/2/2014
2012
(180)
2/7/2014
2003
(144)
12/18/2012
1995
(180)
7/11/2013
1985
1,239
(169)
2/27/2014
2014
640
659
1,570
1,089
1,824
1,480
757
1,702
835
1,572
1,568
1,483
1,434
1,484
848
885
(112)
9/30/2013
1966
(86)
2/7/2014
1960
(210)
2/7/2014
2003
(127)
2/7/2014
2003
(270)
2/7/2014
2004
(210)
2/7/2014
2004
(136)
8/29/2013
2013
(76)
2/20/2015
2014
(176)
4/2/2012
2006
(207)
2/7/2014
2003
(200)
2/7/2014
2003
(245)
10/23/2012
2012
(254)
4/30/2013
1995
(236)
12/14/2012
2012
(128)
2/19/2014
2013
(155)
3/30/2012
2012
1,352
(116)
8/28/2014
2013
799
802
(161)
3/30/2012
2012
(146)
5/21/2012
2012
1,050
(125)
8/28/2014
1989
997
835
(140)
2/7/2014
2011
(163)
5/21/2012
2012
Property
City
State
Family Dollar
Gulfport
Family Dollar
Gulfport
Family Dollar
Gulfport
Family Dollar
Hattiesburg
Family Dollar
Horn Lake
Family Dollar
Kiln
Family Dollar
Laurel
Family Dollar
Natchez
Family Dollar
Okolona
Family Dollar
Pearl
MS
MS
MS
MS
MS
MS
MS
MS
MS
MS
Family Dollar
Philadelphia
MS
Family Dollar
Winona
Family Dollar
Anaconda
Family Dollar
Ennis
MS
MT
MT
Family Dollar
Three Forks
MT
Family Dollar
Whitehall
MT
Family Dollar
Asheboro
Family Dollar
Boiling
Springs
Family Dollar
Burlington
Family Dollar
Charlotte
Family Dollar
Charlotte
Family Dollar
Ellerbe
Family Dollar
Fayetteville
Family Dollar
Hickory
Family Dollar
Hiddenite
Family Dollar
Liberty
Family Dollar
Lumberton
Family Dollar
Lumberton
Family Dollar
Charlotte
Family Dollar
Parkton
Family Dollar
Raeford
Family Dollar
Raeford
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
270
218
312
225
225
106
225
289
64
342
53
146
164
246
250
132
251
322
291
352
490
225
267
215
221
243
151
146
412
164
428
185
629
654
1,237
674
676
650
723
749
578
1,001
897
585
1,058
—
—
—
932
767
694
985
1,066
781
682
785
832
802
603
1,013
992
894
900
935
F-138
—
—
—
—
—
—
—
—
—
—
—
—
—
773
953
1,064
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
899
872
(152)
9/20/2012
2012
(151)
11/15/2012
2012
1,549
(200)
2/7/2014
2007
899
901
756
948
1,038
642
1,343
950
731
1,222
1,019
1,203
1,196
1,183
1,089
985
1,337
1,556
1,006
949
1,000
1,053
1,045
754
1,159
1,404
1,058
1,328
1,120
(150)
1/30/2013
2012
(166)
8/22/2012
2012
(151)
11/14/2012
2012
(123)
2/19/2014
2013
(101)
8/28/2014
1982
(145)
7/31/2012
2012
(101)
8/28/2014
2013
(93)
8/28/2014
2014
(147)
7/31/2012
2012
(112)
9/30/2014
2014
(102)
1/8/2015
2014
(43)
8/20/2014
2014
(140)
3/19/2015
1995
(98)
8/28/2014
2014
(77)
8/28/2014
2013
(72)
8/28/2014
2012
(151)
4/15/2014
2014
(109)
7/2/2014
2014
(106)
5/29/2014
2014
(108)
3/14/2014
2013
(81)
8/28/2014
2014
(86)
8/28/2014
2013
(83)
8/28/2014
2013
(112)
9/11/2013
1995
(109)
6/20/2014
2014
(104)
6/25/2014
2014
(89)
9/19/2014
2014
(138)
4/17/2014
2014
(126)
5/29/2014
2014
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Family Dollar
Troy
Family Dollar
Fort Yates
Family Dollar
New Town
Family Dollar
Rolla
Family Dollar
Madison
Family Dollar
Omaha
Family Dollar
Omaha
Family Dollar
Rushville
Family Dollar
Lancaster
Family Dollar
Stratford
NC
ND
ND
ND
NE
NE
NE
NE
NH
NJ
—
—
—
—
—
—
—
—
—
—
Family Dollar
Alamorgordo
NM
524
Family Dollar
Belen
Family Dollar
Carrizozo
Family Dollar
Chimayo
Family Dollar
Cloudcroft
Family Dollar
Clovis
Family Dollar
Gallup
Family Dollar
Hernandez
Family Dollar
Logan
Family Dollar
Lovington
NM
NM
NM
NM
NM
NM
NM
NM
NM
Family Dollar
Mountainair
NM
Family Dollar
Roswell
Family Dollar
Springer
Family Dollar
Velarde
Family Dollar
Waterflow
Family Dollar
Battle
Mountain
Family Dollar
Carlin
NM
NM
NM
NM
NV
NV
Family Dollar
Cold Springs
NV
Family Dollar
Hawthorne
Family Dollar
Las Vegas
Family Dollar
Lovelock
NV
NV
NV
Family Dollar
Silver Spring
NV
—
—
—
—
657
—
1,152
—
—
—
766
—
—
—
—
—
—
471
876
457
—
341
126
105
83
37
196
141
125
456
378
161
350
250
158
184
119
221
140
80
54
84
140
106
183
175
116
99
217
191
689
185
202
621
715
942
749
703
1,334
1,159
499
1,294
1,511
675
—
—
632
1,344
854
1,366
1,434
—
722
752
953
—
—
—
1,431
895
869
764
612
742
808
F-139
—
—
24
—
—
—
3
—
(2)
(174)
—
969
1,113
(15)
—
—
—
—
1,147
—
—
—
1,199
1,122
1,294
—
—
—
—
—
—
—
962
841
(72)
6/17/2014
2014
(199)
1/31/2012
2010
1,071
(263)
1/31/2012
2011
832
740
1,530
1,303
624
1,748
1,715
836
1,319
1,363
775
1,528
973
1,587
1,574
1,227
776
836
1,093
1,305
1,305
1,469
1,547
994
1,086
955
1,301
927
1,010
(209)
1/31/2012
2010
(198)
12/30/2011
2011
(170)
12/19/2014
1995
(139)
12/18/2014
1995
(104)
4/26/2013
2007
(116)
12/12/2014
1989
(114)
12/31/2014
2014
(103)
2/7/2014
2001
(75)
5/29/2015
2014
(66)
3/6/2015
2014
(139)
1/30/2013
2009
(155)
12/18/2014
1995
(136)
2/7/2014
2004
(227)
2/7/2014
2007
(238)
2/7/2014
2008
(77)
5/29/2015
2015
(77)
6/30/2014
2014
(188)
7/16/2012
2011
(155)
2/7/2014
2004
(122)
2/11/2015
2014
(70)
2/25/2015
2015
(33)
2/5/2015
2014
(228)
2/7/2014
2009
(165)
9/13/2013
2012
(161)
9/13/2013
2013
(195)
6/1/2012
2012
(114)
2/7/2014
2005
(193)
5/4/2012
2012
(195)
9/21/2012
2012
Property
City
State
Family Dollar
Wells
Family Dollar
Altona
Family Dollar
Chateaugay
Family Dollar
Cincinnatus
NV
NY
NY
NY
Family Dollar
Hoosick Falls
NY
Family Dollar
Penn Yan
Family Dollar
Sodus
Family Dollar
Wolcott
Family Dollar
Bethel
Family Dollar
Canal
Winchester
Family Dollar
Canton
Family Dollar
Cincinnati
Family Dollar
Cleveland
Family Dollar
Cleveland
Family Dollar
Cortland
Family Dollar
Dayton
Family Dollar
Dayton
Family Dollar
Hamilton
NY
NY
NY
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
Family Dollar
Jackson Center
OH
Family Dollar
Loveland
Family Dollar
Middleton
Family Dollar
Toledo
Family Dollar
Toledo
Family Dollar
Warren
Family Dollar
Durant
Family Dollar
El Reno
Family Dollar
Geary
Family Dollar
Keota
Family Dollar
Kingston
OH
OH
OH
OH
OH
OK
OK
OK
OK
OK
Family Dollar
Oklahoma City OK
Family Dollar
Oklahoma City OK
Family Dollar
Porum
OK
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
415
—
—
—
—
525
—
—
852
—
460
—
1,079
1,370
—
—
—
—
—
798
660
—
—
—
—
—
—
—
—
—
—
—
84
94
133
287
181
23
54
197
139
218
93
221
39
216
188
107
129
131
97
179
137
306
226
170
164
225
167
279
28
403
390
18
755
923
910
862
724
760
1,441
1,193
1,099
1,116
766
1,055
1,614
1,818
963
899
618
1,215
764
986
869
917
905
681
1,223
—
882
872
660
—
990
—
F-140
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2)
—
968
—
—
—
988
—
995
839
1,017
1,043
1,149
905
783
1,495
1,390
1,238
1,334
859
1,276
1,653
2,034
1,151
1,006
747
1,346
861
1,165
1,006
1,223
1,131
849
1,387
1,193
1,049
1,151
688
1,391
1,380
1,013
(196)
5/11/2012
2011
(156)
2/21/2014
2014
(154)
2/20/2014
2014
(147)
12/30/2013
2013
(151)
4/26/2013
2013
(119)
2/7/2014
2003
(214)
5/7/2014
2013
(100)
3/25/2015
2014
(180)
2/7/2014
2005
(113)
8/28/2014
2012
(117)
2/7/2014
2002
(115)
8/28/2014
2001
(251)
2/7/2014
2003
(291)
2/7/2014
1994
(100)
8/28/2014
2013
(116)
8/28/2014
1940
(74)
8/28/2014
2002
(121)
8/28/2014
2013
(84)
4/28/2014
1989
(161)
2/7/2014
2002
(139)
2/7/2014
2001
(200)
2/25/2013
2012
(176)
7/11/2013
1942
(164)
9/11/2012
2012
(130)
8/28/2014
2000
(113)
3/2/2015
1995
(54)
10/14/2015
2015
(97)
10/16/2014
2014
(97)
2/7/2014
2000
(65)
5/15/2015
2015
(102)
8/28/2014
2013
(65)
11/5/2015
2015
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Family Dollar
Poteau
Family Dollar
Stilwell
Family Dollar
Texhoma
Family Dollar
Tulsa
Family Dollar
Broad Top
Family Dollar
Abbeville
Family Dollar
Columbia
Family Dollar
Columbia
Family Dollar
Estill
Family Dollar
Lancaster
Family Dollar
Manning
Family Dollar
Mccormick
Family Dollar
Newberry
Family Dollar
North
Family Dollar
St. Matthews
Family Dollar
Woodruff
Family Dollar
Blackhawk
Family Dollar
Custer
Family Dollar
Lemmon
Family Dollar
Martin
Family Dollar
Mclaughlin
Family Dollar
Parker
Family Dollar
Tyndall
Family Dollar
Harrison
Family Dollar
Lexington
Family Dollar
Memphis
Family Dollar
Memphis
Family Dollar
Memphis
Family Dollar
Memphis
Family Dollar
Nashville
Family Dollar
Piney Flats
Family Dollar
Alton
OK
OK
OK
OK
PA
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SD
SD
SD
SD
SD
SD
SD
TN
TN
TN
TN
TN
TN
TN
TN
TX
—
—
—
536
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
638
1,251
973
—
—
—
310
40
150
220
196
146
429
489
244
249
313
167
231
193
175
229
115
32
140
85
35
117
72
74
323
248
215
376
336
334
200
134
—
768
—
878
954
734
719
943
757
725
960
791
935
979
828
1,125
585
617
—
764
—
828
—
420
838
1,039
811
1,508
1,156
1,275
953
908
F-141
924
—
912
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,021
—
1,092
1
1,072
—
—
—
—
—
—
—
—
—
1,234
808
1,062
1,098
1,150
880
1,148
1,432
1,001
974
1,273
958
1,166
1,172
1,003
1,354
700
649
1,161
849
1,127
946
1,144
494
1,161
1,287
1,026
1,884
1,492
1,609
1,153
1,042
(63)
8/7/2015
2015
(214)
1/6/2012
2011
(39)
4/15/2015
2015
(220)
7/30/2012
2012
(103)
5/30/2014
2013
(84)
5/23/2014
2014
(114)
3/12/2014
2014
(75)
2/3/2015
2013
(84)
6/4/2014
2014
(76)
8/28/2014
2013
(95)
9/30/2014
2014
(122)
4/30/2014
2014
(147)
3/27/2014
2013
(78)
2/23/2015
2013
(83)
9/3/2014
2014
(113)
8/28/2014
2010
(63)
8/6/2014
2006
(123)
6/14/2013
1995
(64)
5/1/2015
2014
(213)
1/31/2012
2010
(46)
5/12/2015
2015
(104)
10/10/2014
2014
(80)
3/31/2015
2015
(81)
7/23/2013
2006
(87)
8/28/2014
2013
(163)
2/7/2014
2004
(127)
2/7/2014
2003
(242)
2/7/2014
2005
(184)
2/7/2014
2003
(141)
8/28/2014
1976
(98)
8/28/2014
2014
(92)
8/28/2014
2013
Property
City
State
Family Dollar
Arlington
Family Dollar
Arlington
Family Dollar
Avinger
TX
TX
TX
Family Dollar
Balch Springs
TX
Family Dollar
Beaumont
Family Dollar
Beaumont
Family Dollar
Beaumont
Family Dollar
Blooming
Grove
Family Dollar
Brazoria
Family Dollar
Broaddus
Family Dollar
Caldwell
Family Dollar
Centerville
Family Dollar
Chireno
Family Dollar
Clarendon
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Family Dollar
Cockrell Hill
TX
Family Dollar
Converse
Family Dollar
Dallas
Family Dollar
Dickinson
Family Dollar
Donna
Family Dollar
Eagle Lake
Family Dollar
Etoile
Family Dollar
Floydada
Family Dollar
Fort Worth
Family Dollar
Fort Worth
Family Dollar
Houston
Family Dollar
Houston
Family Dollar
Houston
Family Dollar
Houston
Family Dollar
Houston
Family Dollar
Houston
Family Dollar
Houston
Family Dollar
Industry
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
654
—
—
—
—
—
—
—
970
409
627
681
—
—
—
—
—
—
—
886
—
—
—
911
300
425
40
318
215
235
225
70
216
75
138
226
50
83
369
148
292
182
194
100
45
36
276
350
174
297
565
138
128
277
920
1,355
—
190
—
—
761
—
1,511
810
806
753
966
—
552
679
943
749
1,156
469
676
876
855
566
850
681
935
—
696
1,081
1,223
1,052
769
1,144
95
—
F-142
1,058
1,206
—
1,209
—
—
—
—
—
922
1
—
—
—
—
—
—
—
—
10
—
—
—
1,015
—
—
—
—
—
—
—
902
1,358
1,631
801
1,527
1,726
1,045
1,031
823
1,182
997
691
905
993
832
(57)
12/4/2015
1995
— 2/13/2015
2014
(180)
10/22/2012
2012
(60)
4/10/2015
2015
(215)
2/7/2014
2003
(126)
2/7/2014
2003
(124)
2/7/2014
2003
(79)
8/28/2014
2014
(149)
2/7/2014
2002
(102)
2/6/2015
1995
(143)
5/29/2012
2012
(125)
9/10/2013
2013
(214)
12/10/2012
2012
(138)
9/17/2013
2013
1,525
(182)
2/7/2014
2002
617
968
1,058
1,049
676
895
717
1,211
1,365
870
1,378
1,788
1,190
897
1,421
1,450
1,092
(75)
2/7/2014
2003
(111)
2/7/2014
2004
(137)
2/7/2014
2010
(89)
8/28/2014
2013
(142)
7/6/2012
2012
(161)
8/6/2013
2013
(192)
12/30/2011
2010
(58)
8/21/2015
1995
(39)
11/3/2014
2015
(145)
4/26/2013
1995
(167)
2/7/2014
2002
(193)
2/7/2014
2009
(161)
2/7/2014
2002
(110)
2/7/2014
2002
(176)
2/7/2014
2002
(26)
2/7/2014
1981
(65)
1/5/2015
2014
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Family Dollar
Jacksonville
Family Dollar
Kerens
Family Dollar
La Pryor
Family Dollar
Leander
Family Dollar
Lovelady
Family Dollar
Lufkin
Family Dollar
Marshall
Family Dollar
Mcallen
Family Dollar
Mcallen
Family Dollar
Mesquite
Family Dollar
Mesquite
Family Dollar
Mesquite
Family Dollar
Mexia
Family Dollar
Noonday
Family Dollar
Oakhurst
Family Dollar
Oakwood
Family Dollar
Ore City
Family Dollar
Palestine
Family Dollar
Pharr
Family Dollar
Plano
Family Dollar
Port Arthur
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Family Dollar
Raymondville
TX
Family Dollar
Refugio
Family Dollar
Rio Grande
Family Dollar
Robstown
Family Dollar
Royse City
Family Dollar
Sabinal
Family Dollar
San Angelo
Family Dollar
San Antonio
Family Dollar
San Antonio
Family Dollar
San Antonio
Family Dollar
San Antonio
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
—
365
—
557
—
1,153
—
—
857
—
—
—
—
625
—
—
—
671
969
—
1,044
542
—
—
550
972
—
891
800
864
598
506
195
73
74
355
82
198
85
445
219
426
1,414
1,460
112
103
36
133
27
120
219
468
178
117
110
133
44
411
35
232
198
299
260
211
1,003
658
817
489
740
1,600
662
896
1,093
—
—
—
495
895
683
752
744
914
1,253
869
1,452
707
982
1,284
852
1,078
952
1,118
1,018
1,039
653
567
F-143
—
—
—
—
—
—
—
—
—
1,146
(8)
(184)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,198
(163)
3/21/2014
2014
731
891
844
822
1,798
747
1,341
1,312
1,572
1,406
1,276
607
998
719
885
771
1,034
1,472
1,337
1,630
824
1,092
1,417
896
1,489
987
1,350
1,216
1,338
913
778
(180)
2/29/2012
2011
(84)
8/28/2014
2013
(80)
2/7/2014
2004
(158)
3/27/2013
1995
(246)
2/7/2014
2004
(107)
2/7/2014
2001
(92)
8/28/2014
2013
(170)
2/7/2014
2004
(80)
5/29/2015
1995
(70)
9/1/2015
2015
(75)
7/9/2015
2015
(81)
2/7/2014
2000
(139)
2/7/2014
2004
(155)
12/12/2012
2012
(132)
11/20/2013
2013
(77)
8/28/2014
2013
(145)
2/7/2014
2000
(196)
2/7/2014
2002
(165)
8/1/2013
2013
(222)
2/7/2014
2005
(111)
2/7/2014
2002
(99)
8/28/2014
2013
(199)
2/7/2014
2003
(127)
2/7/2014
2003
(170)
2/7/2014
2002
(96)
8/28/2014
2013
(177)
2/7/2014
2011
(159)
2/7/2014
2002
(162)
2/7/2014
2004
(104)
2/7/2014
2004
(90)
2/7/2014
2004
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Family Dollar
San Antonio
Family Dollar
San Antonio
Family Dollar
San Benito
Family Dollar
San Diego
Family Dollar
Seadrift
Family Dollar
Somerville
Family Dollar
Sonora
Family Dollar
Tyler
Family Dollar
Victoria
Family Dollar
Waco
Family Dollar
Weatherford
Family Dollar
Beaver
Family Dollar
Bristol
Family Dollar
Gretna
Family Dollar
Hopewell
Family Dollar
Petersburg
Family Dollar
Stuart
Family Dollar
Wirtz
Family Dollar
Green Bay
Family Dollar
Markesan
Family Dollar
Mayville
Family Dollar
Milwaukee
Family Dollar
Thorp
Family Dollar
Webster
Family Dollar
Alderson
Family Dollar
Kemmerer
Family Dollar
Mountain
View
Family Dollar
Torrington
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
UT
VA
VA
VA
VA
VA
VA
WI
WI
WI
WI
WI
WI
WV
WY
WY
WY
Family Fare
Supermarket
Battle Creek
MI
Famous Dave's
Independence
MO
728
1,143
598
602
—
—
—
416
—
440
—
646
608
—
—
948
—
—
—
—
—
970
—
—
—
—
—
—
—
—
214
117
132
55
51
131
49
132
441
125
218
107
104
131
430
142
204
148
304
92
128
161
90
43
166
45
44
72
1,393
620
911
1,619
772
855
832
743
548
554
144
544
—
—
—
—
—
—
—
—
—
—
1,057
(5)
913
837
744
987
1,209
750
919
1,072
831
1,023
1,397
810
808
663
853
838
645
7,950
422
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
15
—
1,125
1,736
904
910
883
874
597
686
585
669
1,270
1,020
941
875
1,417
1,351
954
1,067
1,376
923
1,151
1,558
900
851
829
898
882
717
9,343
1,042
(142)
2/7/2014
2004
(251)
2/7/2014
2004
(121)
2/7/2014
2004
(133)
2/7/2014
2004
(85)
8/28/2014
2013
(169)
12/31/2012
1995
(68)
8/28/2014
2001
(86)
2/7/2014
2003
(28)
2/7/2014
2003
(86)
2/7/2014
2001
(127)
10/10/2014
2014
(144)
2/7/2014
2007
(138)
2/7/2014
1978
(145)
7/2/2013
2012
(165)
2/26/2014
2014
(199)
2/7/2014
2003
(60)
4/18/2014
2013
(95)
8/28/2014
2013
(171)
2/7/2014
2011
(142)
12/12/2013
2013
(169)
2/26/2014
2014
(213)
2/7/2014
2003
(154)
8/30/2013
2013
(157)
7/11/2013
2013
(129)
7/11/2013
2012
(186)
2/22/2013
2013
(155)
9/13/2013
2013
(131)
5/9/2013
1995
(1,273)
2/7/2014
2010
(84)
6/27/2013
1995
17,787
(1,316)
11/5/2013
1982
52,495
(4,329)
11/5/2013
1982
Farmers Insurance
Simi Valley
CA
25,620
5,158
12,614
Farmers Insurance Mercer Island
WA
—
24,285
28,210
F-144
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Fazoli's
Carmel
949
1,301
7,917
(95)
7/31/2013
1986
(155)
6/27/2013
2000
(1,740)
3/15/2013
2007
15,347
(1,579)
6/25/2014
2004
2,076
3,084
(540)
10/17/2012
2011
(699)
11/9/2012
2006
32,986
(7,666)
3/20/2012
2007
1,592
2,277
5,506
3,034
(302)
7/26/2013
2001
(316)
4/18/2013
1986
(807)
10/30/2012
2012
(667)
3/22/2013
2006
16,702
(2,014)
2/7/2014
2008
1,474
5,483
3,326
7,149
4,896
2,280
4,300
3,501
6,518
8,986
1,246
9,744
9,196
6,028
(313)
5/31/2012
2003
(683)
9/28/2012
2012
(751)
5/31/2012
1998
(1,085)
3/16/2012
2012
(545)
2/7/2014
2008
(556)
10/30/2012
2012
(1,069)
9/28/2012
2012
(617)
10/11/2013
2013
(889)
2/7/2014
2009
(1,992)
6/14/2012
2012
(248)
5/31/2013
2003
(2,084)
11/30/2012
2012
(845)
9/30/2014
2007
(505)
2/7/2014
2008
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
IN
AL
AR
AZ
AZ
CA
CO
FL
IA
IA
IA
IL
IL
IL
IN
IN
IN
Homewood
Lowell
Tempe
Yuma
Chico
Commerce
City
Melbourne
Des Moines
Ottumwa
Waterloo
Effingham
Kankakee
Quincy
Evansville
Kokomo
Lafayette
Independence
KS
Hazard
London
KY
KY
Bossier City
LA
Roseville
Columbia
Mccomb
Butte
Greenville
Belmont
Wendover
Blauvelt
Marcy
MN
MO
MS
MT
NC
NH
NV
NY
NY
—
—
—
133
—
—
206
—
183
—
—
176
2,552
2,749
1,433
1,361
2,882
1,103
2,101
3,011
2,661
—
3,541
3,422
4,128
2,166
4,085
3,151
6,223
7,189
1,121
8,282
7,794
—
—
—
—
—
—
—
—
—
3,268
2,212
—
—
—
—
427
522
396
522
779
7,521
2,914
12,300
1,296
—
—
308
2,076
2,776
20,394
6,556
26,224
6,905
1,875
14,827
—
1,318
1,658
1,867
159
733
205
152
—
1,514
—
2,296
2,187
1,406
2,625
—
—
195
371
665
186
768
114
215
350
295
6,073
1,462
—
—
—
—
1,786
—
1,402
548
403
363
265
262
Grand Rapids
MI
4,800
1,797
Port Huron
MI
—
125
7,653
2,763
10,819
(2,546)
9/27/2011
2001
6,903
2,386
1,483
—
—
—
—
—
7,266
2,651
1,745
(2,053)
2/22/2012
2006
(731)
12/29/2011
1991
(351)
2/25/2013
2012
41,199
(7,691)
4/5/2012
2012
6,134
(1,046)
9/5/2014
2006
26,100
14,420
26,779
—
339
5,795
F-145
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
—
4,215
14,555
Parkersburg
WV
2,379
3,671
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
FedEx
Plattsburg
Lebanon
Northwood
Tulsa
Tulsa
Tinicum
Rapid City
Blountville
Humboldt
Bryan
Omak
Wenatchee
Menomonee
Falls
NY
OH
OH
OK
OK
PA
SD
TN
TN
TX
WA
WA
WI
Fire Mountain
Buffet
Fire Mountain
Buffet
First Bank
Fleming's
Steakhouse
Flint Energy
Technologies
Summerville
SC
Charleston
WV
Pinellas Park
FL
Englewood
Rhome
CO
TX
Floor & Decor
McDonough
GA
Folsom Gateway
II
Folsom
Food Lion
Moyock
Forum Energy
Technology
Forum Energy
Technology
Forum Energy
Technology
Guthrie
Gainesville
Gainesville
Fresenius Medical
Care
Fairhope
Fresenius Medical
Care
Foley
Fresenius Medical
Care
Mobile
Fresenius Medical
Care
Defuniak
Springs
Fresenius Medical
Care
Aurora
Fresenius Medical
Care
Chicago
Fresenius Medical
Care
Waukegan
CA
NC
OK
TX
TX
AL
AL
AL
FL
IL
IL
IL
1,476
18,054
2,741
4,584
2,614
801
6,034
1,492
—
1,422
1,023
1,630
252
266
2,410
—
—
—
1,868
3,700
2,930
—
—
—
—
—
—
674
458
—
305
562
239
193
245
243
630
1,152
284
1,859
3,982
8,452
5,497
8,695
32,180
5,056
4,543
4,763
1,425
2,393
—
—
15
—
234
549
—
—
41
—
—
—
—
1,308
(1,241)
1,305
(1,228)
1,470
3,055
1,752
7,711
4
—
—
—
4,783
9,944
6,186
9,153
(616)
2/7/2014
2008
(1,836)
8/26/2013
2013
(733)
2/7/2014
1998
(2,586)
2/22/2012
2008
19,764
(3,286)
3/31/2014
1999
32,729
(6,669)
8/15/2013
2013
7,630
5,618
4,782
6,226
1,677
2,659
(833)
5/8/2015
2007
(1,504)
2/3/2012
2009
(1,236)
7/11/2012
2008
(1,007)
6/15/2012
1995
(373)
9/27/2012
2012
(627)
9/27/2012
1995
18,770
(613)
2/18/2016
2015
3,864
(961)
9/20/2012
2012
312
320
2,104
4,207
2,036
9,570
(20)
1/8/2014
1997
(25)
1/8/2014
2000
(253)
10/1/2013
1980
(533)
2/7/2014
2004
(198)
9/19/2014
2014
(10)
12/13/2016
2015
21,600
10,314
27,983
141
38,438
(4,063)
2/7/2014
2006
—
—
—
—
—
—
—
—
2,294
—
—
1,269
393
123
158
—
287
278
115
287
588
94
2,950
1,305
6,019
—
2,035
2,580
2,505
2,180
2,584
1,764
1,792
F-146
—
—
—
—
—
—
—
—
15
—
61
4,219
1,698
6,142
158
2,035
2,867
2,783
2,295
2,886
2,352
1,947
(512)
2/7/2014
1999
(159)
6/25/2014
1979
(698)
6/25/2014
2008
— 6/25/2014
1995
(331)
7/8/2013
2006
(419)
7/8/2013
2009
(407)
7/8/2013
2009
(354)
7/8/2013
2008
(540)
7/13/2012
1996
(370)
7/31/2012
1960
(380)
7/31/2012
1980
Property
Fresenius Medical
Care
Fresenius Medical
Care
City
Peru
State
IN
Bossier City
LA
Fresenius Medical
Care
Caro
Fresenius Medical
Care
Jackson
Fresenius Medical
Care
Albemarle
Fresenius Medical
Care
Angiers
Fresenius Medical
Care
Asheboro
Fresenius Medical
Care
Clinton
Fresenius Medical
Care
Fairmont
Fresenius Medical
Care
Fresenius Medical
Care
Fresenius Medical
Care
Fresenius Medical
Care
Fresenius Medical
Care
Fresenius Medical
Care
Fresenius Medical
Care
Fayetteville
Fayetteville
Fayetteville
Lumberton
Pembroke
Red Springs
Roseboro
Fresenius Medical
Care
St. Pauls
Fresenius Medical
Care
Taylorsville
Fresenius Medical
Care
Warsaw
Fresenius Medical
Care
Kings Mills
Fresenius Medical
Care
Dallas
MI
MI
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
OH
TX
Longmont
CO
Front Range
Community
College
Front Range
Community
College
Furr's
Longmont
Garland
Gainsville Fuel
Cleburne
Gander Mountain
Houston
Garden Ridge
Stockbridge
Gastro Pub
Tulsa
GE Aviation
Auburn
GE Engine
Winfield
General Electric
Longmont
General Mills
Geneva
CO
TX
TX
TX
GA
OK
AL
KS
CO
IL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
1,948
—
—
2,373
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
69
120
92
137
139
203
323
139
201
420
134
178
117
81
101
74
73
275
75
399
377
407
1,150
1,529
70
2,640
2,057
1,305
682
1,744
2,603
1,253
1,152
2,903
2,655
1,819
2,379
2,551
3,379
2,216
1,547
1,913
1,404
1,389
1,099
1,428
598
1,132
2,428
9,067
3,715
—
10,559
8,967
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6
(42)
13
531
—
—
—
—
1,374
802
1,836
2,740
1,392
1,355
3,226
2,794
2,020
2,799
2,685
3,557
2,333
1,628
2,014
1,478
1,462
1,374
1,503
1,003
1,467
(279)
6/27/2012
1982
(127)
1/30/2013
2008
(372)
6/5/2012
1995
(556)
6/5/2012
1995
(218)
4/30/2013
2008
(201)
4/30/2013
2012
(506)
4/30/2013
2012
(441)
6/28/2013
1995
(302)
6/28/2013
2002
(396)
6/28/2013
1995
(425)
6/28/2013
2004
(562)
6/28/2013
1999
(369)
6/28/2013
1986
(257)
6/28/2013
2009
(318)
6/28/2013
2000
(234)
6/28/2013
2010
(231)
6/28/2013
2008
(191)
4/30/2013
2011
(277)
11/13/2012
2003
(127)
6/5/2012
1995
(195)
2/28/2013
1958
2,848
(449)
1/8/2014
1987
10,748
5,244
70
(1,686)
1/8/2014
(754)
6/27/2013
— 6/25/2014
1988
2008
2009
13,199
(1,561)
5/19/2014
2004
11,024
(1,410)
2/7/2014
1998
28,425
1,253
70,274
1,869
73,396
(10,557)
11/5/2013
1995
24,133
1,627
30,920
—
—
1,078
1,402
5,087
15,640
16,555
7,457
22,371
—
—
827
—
32,547
(6,728)
11/21/2012
1995
6,165
(2,322)
5/6/2014
1951
17,869
(2,981)
1/8/2014
1993
29,828
(6,311)
5/23/2012
1998
F-147
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
General Mills
Fort Wayne
2,533
48,130
9,313
(4,561)
3,057
4,294
1,628
—
(4)
—
3,176
(1,337)
Franklin Park
IL
4,561
IN
AL
Mobile
Springerville
AZ
Craig
Cocoa
Stuart
Grangeville
CO
FL
FL
ID
Springfield
MO
Freeport
Plattsburgh
Warren
Ponce
Austin
Fort Worth
Gloucester
NY
NY
PA
PR
TX
TX
VA
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
General Service
Administration
Genlyte Thomas
Group, LLC.
Giant Eagle
Gahanna
Giant Eagle
Lancaster
Glen's Market
Manistee
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Globe Energy
Services
Hobbs
Big Springs
Levelland
Midland
Midland
Monahans
Odessa
Odessa
San Angelo
Snyder
Snyder
GM Financial
Arlington
GoFrac, LLC
Weatherford
OH
OH
MI
NM
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
—
—
—
—
500
—
2,100
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
268
148
129
253
900
317
131
843
508
341
1,780
1,570
477
287
958
3,549
2,210
294
358
426
42
1,063
1,013
50
104
500
821
466
174
5,095
2,810
1,159
1,435
3,600
6,023
2,489
3,372
4,572
3,114
16,736
15,649
6,694
1,129
599
1,887
528
968
538
1,259
3,891
1,658
588
1,189
—
49
(572)
16
15
6
31
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
50,663
(12,355)
10/18/2012
2012
5,412
2,386
1,304
1,703
4,506
6,371
2,620
4,216
5,080
3,455
6,532
4,627
4,767
1,915
2,797
(1,275)
6/19/2012
1995
(88)
7/2/2012
2006
(321)
12/30/2011
1995
(399)
12/13/2011
1995
(949)
3/5/2012
2011
(1,587)
3/5/2012
2007
(633)
5/15/2012
2011
(919)
1/10/2012
1995
(1,142)
6/19/2012
2008
(780)
6/19/2012
2008
(189)
11/5/2013
1995
(651)
11/5/2013
2005
(1,091)
5/9/2012
2010
(407)
6/20/2012
1995
(65)
3/28/2014
1969
20,285
(2,269)
2/7/2014
2002
17,859
(2,063)
2/7/2014
2008
6,988
1,487
1,025
1,929
1,591
1,981
588
1,363
4,391
2,479
1,054
1,363
(1,008)
2/7/2014
2009
(153)
6/12/2014
2013
(84)
6/25/2014
2012
(253)
6/25/2014
1997
(74)
6/12/2014
2009
(120)
6/12/2014
2010
(73)
6/12/2014
2011
(139)
6/25/2014
1963
(532)
6/12/2014
1963
(203)
6/12/2014
2012
(86)
6/12/2014
2005
(136)
6/12/2014
1975
43,454
(6,158)
11/5/2013
1998
23,628
7,901
35,553
—
102
3,386
(2,912)
576
(32)
6/12/2014
2011
F-148
Property
City
State
Golden Corral
Gilbert
Golden Corral
Goodyear
Golden Corral
Surprise
Golden Corral
Bakersfield
Golden Corral
Palatka
Golden Corral
Albany
Golden Corral
Brunswick
AZ
AZ
AZ
CA
FL
GA
GA
Golden Corral
Council Bluffs
IA
Golden Corral
Clarksville
Golden Corral
Evansville
Golden Corral
Kokomo
Golden Corral
Richmond
Golden Corral
Wichita
Golden Corral
Henderson
Golden Corral
Louisville
IN
IN
IN
IN
KS
KY
KY
Golden Corral
Independence
MO
Golden Corral
Flowood
Golden Corral
Aberdeen
Golden Corral
Burlington
Golden Corral
Hickory
Golden Corral
Bellevue
Golden Corral
Lincoln
MS
NC
NC
NC
NE
NE
Golden Corral
Farmington
NM
Golden Corral
Roswell
Golden Corral
Akron
NM
OH
Golden Corral
Beavercreek
OH
Golden Corral
Canton
Golden Corral
Cincinnati
Golden Corral
Cleveland
Golden Corral
Columbus
Golden Corral
Dayton
Golden Corral
Dayton
OH
OH
OH
OH
OH
OH
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
871
686
1,258
2,664
853
460
390
1,140
1,061
670
780
728
560
600
1,020
1,425
680
690
840
260
520
300
270
203
640
713
647
694
1,109
770
579
774
2,910
1,939
4,068
2,078
1,048
1,863
2,093
1,460
1,344
2,707
2,107
723
1,306
1,586
1,173
2,437
2,730
1,566
2,319
2,658
1,433
2,930
—
—
—
—
(471)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,174
(2,024)
—
—
—
—
—
—
—
—
—
600
2,133
1,858
2,135
2,066
2,315
2,476
1,429
2,766
F-149
3,781
2,625
5,326
4,742
1,430
2,323
2,483
2,600
2,405
3,377
2,887
1,451
1,866
2,186
2,193
3,862
3,410
2,256
3,159
2,918
1,953
3,230
1,420
803
2,773
2,571
2,782
2,760
3,424
3,246
2,008
3,540
(591)
6/27/2013
2006
(394)
6/27/2013
2006
(826)
6/27/2013
2007
(396)
2/7/2014
2011
(72)
6/27/2013
1997
(369)
6/27/2013
1995
(415)
6/27/2013
1995
(290)
6/27/2013
1995
(296)
2/7/2014
2002
(537)
6/27/2013
1995
(418)
6/27/2013
1995
(137)
2/7/2014
2002
(238)
7/31/2013
2000
(315)
6/27/2013
1995
(205)
2/7/2014
2001
(426)
2/7/2014
2010
(541)
6/27/2013
1995
(310)
6/27/2013
1995
(460)
6/27/2013
1995
(527)
6/27/2013
1995
(284)
6/27/2013
1995
(581)
6/27/2013
1995
(44)
6/27/2013
1995
(122)
6/27/2013
2000
(325)
2/7/2014
2003
(272)
2/7/2014
2000
(345)
2/7/2014
2002
(329)
2/7/2014
1999
(343)
2/7/2014
2004
(491)
6/27/2013
1995
(229)
2/7/2014
2000
(433)
2/7/2014
2002
Property
City
State
Encumbrances
at
December 31,
2016
Initial Costs (1)
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Buildings,
Fixtures and
Improvements
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Land
1,167
859
926
947
616
619
838
487
1,175
345
280
1,647
320
800
596
1,265
1,147
644
3,342
758
750
1,661
534
1,085
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,599
1,135
1,859
1,061
2,412
1,142
3,333
2,030
1,708
2,107
3,890
849
2,130
1,937
1,788
1,718
2,447
1,702
1,207
3,031
2,276
6,565
2,516
1,915
Golden Corral
Elyria
Golden Corral
Fairfield
Golden Corral
Grove City
Golden Corral
Northfield
Golden Corral
Ontario
Golden Corral
Springfield
Golden Corral
Toledo
Golden Corral
Zanesville
OH
OH
OH
OH
OH
OH
OH
OH
Golden Corral
Midwest City
OK
Golden Corral
Norman
Golden Corral
Tulsa
Golden Corral
Monroeville
Golden Corral
Rock Hill
Golden Corral
Cookeville
Golden Corral
Baytown
Golden Corral
College
Station
Golden Corral
Houston
Golden Corral
San Angelo
Golden Corral
Spring
Golden Corral
Texarkana
Golden Corral
Bristol
OK
OK
PA
SC
TN
TX
TX
TX
TX
TX
TX
VA
Gold's Gym
Broken Arrow
OK
Goodyear
Cumming
Goodyear
Cumming
Goodyear
Mcdonough
Goodyear
Stockbridge
Goodyear
Dekalb
GA
GA
GA
GA
IL
11,373
1,797
21,264
13,845
1,222
32,119
20,767
4,476
44,516
Goodyear
Lockbourne
OH
13,548
3,107
28,868
Goodyear
York
Goodyear
Columbia
PA
SC
Goodyear
Corpus Christi
TX
23,536
1,980
53,396
—
—
656
753
2,077
1,737
Goodyear
Terrell
TX
15,823
2,516
34,804
F-150
—
—
—
—
—
—
—
—
(983)
—
—
—
—
—
—
—
(64)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,766
1,994
2,785
2,008
3,028
1,761
4,171
2,517
1,900
2,452
4,170
2,496
2,450
2,737
2,384
2,983
3,530
2,346
4,549
3,789
3,026
8,226
3,050
3,000
(241)
2/7/2014
2004
(178)
2/7/2014
1999
(282)
2/7/2014
2007
(156)
2/7/2014
2004
(384)
2/7/2014
2004
(168)
2/7/2014
2000
(493)
2/7/2014
2004
(412)
6/27/2013
2002
(103)
6/27/2013
1991
(428)
6/27/2013
1994
(771)
6/27/2013
1995
(97)
2/7/2014
1982
(422)
6/27/2013
1995
(384)
6/27/2013
1995
(326)
7/31/2013
1998
(349)
6/27/2013
1990
(497)
6/27/2013
1995
(281)
2/7/2014
2012
(246)
2/7/2014
2011
(553)
7/31/2013
2001
(451)
6/27/2013
1995
(1,079)
2/7/2014
2009
(364)
2/7/2014
2010
(294)
2/7/2014
2010
23,061
(3,885)
1/8/2014
1995
33,341
(6,067)
1/8/2014
1995
48,992
(8,404)
1/8/2014
1999
31,975
(5,220)
1/8/2014
1998
55,376
(9,541)
1/8/2014
2001
2,733
2,490
(306)
2/7/2014
2010
(250)
2/7/2014
2008
37,320
(6,561)
1/8/2014
1998
Property
City
State
Grandy's
Ardmore
Grandy's
Moore
OK
OK
Grandy's
Oklahoma City OK
Grandy's
Oklahoma City OK
Grandy's
Arlington
Grandy's
Carrollton
Grandy's
Carrollton
Grandy's
Grandy's
Dallas
Dallas
Grandy's
Fort Worth
Grandy's
Fort Worth
Grandy's
Garland
Grandy's
Garland
Grandy's
Greenville
Grandy's
Irving
Grandy's
Lancaster
Grandy's
Mesquite
Grandy's
Plano
Greene's Energy
Group
Habanero's
Mexican Grill
Broussard
Hueytown
Hanesbrands
Rural Hall
Hanesbrands
Rural Hall
Hardee's
Morrilton
Hardee's
Jacksonville
Hardee's
Pace
Hardee's
Williston
Hardee's
Bremen
Hardee's
Canton
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
LA
AL
NC
NC
AR
FL
FL
FL
GA
GA
Hardee's
Mount Vernon
IA
Hardee's
Indian Trail
Hardee's
Old Fort
Hardee's
Sparta
NC
NC
NC
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
454
320
260
320
734
773
847
725
357
777
811
623
859
847
871
780
871
871
455
60
—
428
380
289
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,022
639
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
454
748
640
609
734
773
847
725
357
777
811
623
859
847
871
780
871
871
— 6/27/2013
1995
— 6/27/2013
1995
— 6/27/2013
1995
— 6/27/2013
1995
— 6/27/2013
1995
— 6/27/2013
1995
— 6/27/2013
1986
— 7/31/2013
1981
— 7/31/2013
1984
— 6/27/2013
1995
— 6/27/2013
1985
— 6/27/2013
1980
— 6/27/2013
1985
— 7/31/2013
1979
— 6/27/2013
1983
— 6/27/2013
1984
— 6/27/2013
1983
— 6/27/2013
1980
6,477
699
(598)
6/12/2014
1980
(127)
6/27/2013
1995
18,100
1,798
41,214
(50)
42,962
(5,407)
2/7/2014
1992
17,990
1,082
22,565
—
—
—
—
—
—
—
—
—
—
175
875
419
395
129
488
320
777
300
372
937
583
435
553
518
539
480
553
904
346
F-151
—
—
—
—
—
—
—
(6)
—
—
—
23,647
(5,763)
12/21/2012
1989
1,112
1,458
854
948
647
1,027
794
1,330
1,204
718
(145)
3/28/2014
1986
(106)
7/31/2013
1993
(85)
6/27/2013
1991
(109)
6/27/2013
1992
(94)
7/31/2013
1980
(106)
6/27/2013
1983
(94)
6/27/2013
1987
(103)
6/27/2013
1992
(173)
6/27/2013
1995
(68)
6/27/2013
1983
Property
City
State
Hardee's
Akron
Hardee's
Jefferson
Hardee's
Minerva
Hardee's
Hardee's
Seville
Aiken
Hardee's
Chapin
Hardee's
Chester
OH
OH
OH
OH
SC
SC
SC
Hardee's
Bloomingdale
TN
Hardee's
Clinton
Hardee's
Crossville
Hardee's
Erwin
Hardee's
Morristown
Hardee's
Springfield
Hardee's / Red
Burrito
Attalla
Harley Davidson
Round Rock
Harps Grocery
Cabot
Harps Grocery
Haskell
Harps Grocery
Hot Springs
Harps Grocery
Hot Springs
Harps Grocery
Searcy
Harps Grocery
West Fork
TN
TN
TN
TN
TN
AL
TX
AR
AR
AR
AR
AR
AR
Harps Grocery
Poplar Bluff
MO
Harps Grocery
Inola
Harris Teeter
Durham
Hartford
Insurance
Santee
Healthnow
Buffalo
Heritage Cove
Center
Gun Barrel
City
HH Gregg
Joliet
HH Gregg
Merrillville
OK
NC
CA
NY
TX
IL
IN
HH Gregg
Chesterfield
MO
HH Gregg
North Fayette
PA
HH Gregg
North
Charleston
SC
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
207
242
214
151
220
380
586
270
390
300
346
353
343
220
1,688
270
499
592
839
705
635
572
130
1,910
3,239
483
363
321
454
450
741
563
844
893
689
406
431
515
896
9,563
4,664
3,281
4,353
4,486
4,159
4,708
2,991
3,387
—
—
2,400
7,312
42,135
2,569
89,399
—
—
—
—
—
—
241
1,834
511
1,537
1,990
2,193
383
1,585
4,768
4,123
2,700
4,636
F-152
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4
—
—
44
—
—
—
—
—
—
—
690
605
535
605
670
1,121
1,149
1,114
1,283
989
752
784
858
(88)
7/31/2013
1990
(66)
7/31/2013
1989
(59)
7/31/2013
1990
(83)
7/31/2013
1989
(86)
6/27/2013
1995
(142)
6/27/2013
1995
(75)
7/31/2013
1994
(162)
6/27/2013
1995
(171)
6/27/2013
1995
(132)
6/27/2013
1995
(80)
6/27/2013
1982
(79)
7/31/2013
1991
(94)
7/31/2013
1990
1,116
(172)
6/27/2013
1995
11,251
(1,968)
7/31/2013
2008
4,934
3,780
4,945
5,325
4,864
5,343
3,567
3,517
3,239
9,756
(734)
2/7/2014
2014
(508)
2/7/2014
2012
(670)
2/7/2014
2013
(658)
2/7/2014
2013
(620)
2/7/2014
2008
(705)
2/7/2014
2013
(215)
2/21/2014
2014
(500)
3/5/2014
2014
—
2/7/2014
2009
(1,556)
2/21/2014
1995
91,968
(10,292)
2/7/2014
2007
624
3,419
5,279
5,660
4,690
6,829
(75)
6/27/2013
2008
(308)
2/7/2014
2011
(773)
2/7/2014
2011
(671)
2/7/2014
2012
(387)
2/7/2014
1999
(761)
2/7/2014
2008
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
IN
NC
TN
UT
AZ
CA
GA
GA
LA
NV
SC
TX
VA
CA
CA
CA
DE
OH
OH
SD
PA
TX
AL
AL
Hobby Lobby
Avon
Hobby Lobby
Kannapolis
Hobby Lobby
Columbia
Hobby Lobby
Logan
Home Depot
Tucson
Home Depot
San Diego
Home Depot
Evans
Home Depot
Kennesaw
Home Depot
Slidell
Home Depot
Las Vegas
Home Depot
Columbia
Home Depot
Odessa
Home Depot
Winchester
Hy-Vee
Vermillion
IFM Efectors
Malvern
Home Town
Buffet
Home Town
Buffet
Home Town
Buffet
Home Town
Buffet
Home Town
Buffet
Huntington
National Bank
Huntington
National Bank
Igloo
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
Union Gap
WA
Oxnard
Rialto
Santa Maria
Newark
Conneaut
Jefferson
Katy
Auburn
Homewood
Montgomery
AL
Castle Rock
Greeley
Pueblo
CO
CO
CO
Bossier City
LA
Natchitoches
LA
Roseville
MI
—
—
—
—
—
1,439
1,929
951
2,683
6,251
6,650
12,518
—
—
4,583
1,809
1,996
5,131
—
—
—
—
—
—
—
—
—
—
—
2,922
—
—
—
—
—
—
—
—
—
—
—
7,907
2,911
1,599
3,955
195
265
191
177
253
205
255
409
1,816
5,617
1,111
610
941
320
120
330
541
750
340
5,855
4,227
2,467
3,079
—
—
—
12,331
—
—
15,463
—
18,405
—
—
38
—
—
—
—
—
—
—
—
—
1
1,044
(901)
1,261
(1,046)
1,006
1,129
(763)
(739)
1,320
(1,223)
477
765
3,684
6
7
—
7,294
6,156
3,456
5,762
6,251
12,518
4,583
(838)
2/7/2014
2007
(630)
2/7/2014
2004
(417)
2/26/2014
1986
(498)
2/7/2014
2008
—
—
—
2/7/2014
2005
2/7/2014
1998
2/7/2014
2009
14,140
(1,634)
2/7/2014
2012
5,131
7,907
—
—
2/7/2014
1998
2/7/2014
1998
18,374
(4,658)
11/9/2009
2009
1,599
—
2/7/2014
1998
22,361
(3,119)
2/7/2014
2008
338
480
434
567
350
688
1,027
4,093
(21)
1/8/2014
1998
(46)
1/8/2014
1998
(23)
1/8/2014
2002
(41)
1/8/2014
1983
(32)
1/8/2014
2002
(83)
10/1/2013
1971
(132)
10/1/2013
1963
(960)
4/8/2013
1986
—
9,747
11,563
(498)
8/27/2014
2014
—
—
—
—
—
—
—
—
—
—
44,087
(5,110)
2/7/2014
2004
2,044
2,372
941
2,654
1,658
1,919
1,883
839
1,411
(190)
6/27/2013
1998
(349)
6/27/2013
1995
— 6/27/2013
1998
(463)
6/27/2013
1995
(305)
6/27/2013
1995
(315)
6/27/2013
1995
(272)
6/27/2013
1998
(18)
6/27/2013
1995
(212)
6/27/2013
1995
38,470
933
1,762
—
2,334
1,538
1,589
1,342
89
1,071
F-153
Property
City
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
State
MI
Warren
Kansas City
MO
Southaven
MS
Greenville
Clarksville
Memphis
SC
TN
TN
Murfreesboro
TN
Baytown
TX
Corpus Christi
TX
Fort Worth
Houston
Killeen
TX
TX
TX
Lake Jackson
TX
Leon Valley
TX
Auburn
Ingersoll Rand
Annandale
Ingram Micro
Amherst
Invensys Systems
Foxboro
Iron Mountain
Columbus
Iron Mountain
Mohnton
IRS Gateway
Center
Covington
Irving Oil
Belfast
Irving Oil
Bethel
Irving Oil
Boothbay
Harbor
Irving Oil
Caribou
Irving Oil
Fort Kent
Irving Oil
Kennebunk
Irving Oil
Lincoln
Irving Oil
Orono
Irving Oil
Saco
Irving Oil
Skowhegan
Irving Oil
Conway
WA
NJ
NY
MA
OH
PA
KY
ME
ME
ME
ME
ME
ME
ME
ME
ME
ME
NH
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
605
630
350
610
530
750
600
698
1,176
560
760
380
370
650
780
1,367
4,107
830
(531)
1,002
2,108
1,551
1,346
2,009
1,687
1,297
—
1,879
2,462
1,028
2,018
2,055
1,878
14,223
20,347
—
—
—
—
(809)
—
—
—
—
—
—
—
—
—
(90)
—
904
1,632
2,458
2,161
1,876
1,950
2,287
1,995
1,176
2,439
3,222
1,408
2,388
2,705
2,658
(25)
6/27/2013
1996
(199)
6/27/2013
1995
(418)
6/27/2013
1995
(308)
6/27/2013
1995
(267)
6/27/2013
1995
(134)
6/27/2013
1995
(334)
6/27/2013
1995
(237)
7/31/2013
1998
— 7/31/2013
1995
(373)
6/27/2013
1995
(488)
6/27/2013
1995
(204)
6/27/2013
1995
(400)
6/27/2013
1995
(516)
6/27/2013
1995
(372)
6/27/2013
1995
15,500
(3,827)
4/30/2014
1999
24,454
(2,919)
6/25/2014
1986
11,784
—
27,888
39,672
(2,125)
6/27/2014
1965
405
197
3,642
1,261
6,152
—
5,308
6,349
(989)
9/28/2012
1954
(733)
7/2/2014
1979
3,120
80,689
1,278
85,087
(8,653)
6/5/2014
1994
339
182
413
187
358
469
360
228
619
541
173
698
331
550
404
352
541
360
272
222
492
525
F-154
—
—
—
—
—
—
—
—
—
—
—
1,037
(126)
2/7/2014
1997
513
963
591
710
(62)
2/7/2014
1990
(106)
2/7/2014
1993
(72)
2/7/2014
1990
(74)
2/7/2014
1973
1,010
(108)
2/7/2014
1980
720
500
841
1,033
698
(67)
2/7/2014
1994
(49)
2/7/2014
1984
(58)
2/7/2014
1995
(100)
2/7/2014
1988
(88)
2/7/2014
2004
Property
City
State
Irving Oil
Dover
Irving Oil
Rochester
NH
NH
Irving Oil
Dummerston
VT
Irving Oil
Rutland
Irving Oil
Westminster
Jack in the Box
Avondale
Jack in the Box
Chandler
Jack in the Box
Folsom
Jack in the Box
Sacramento
Jack in the Box
West
Sacramento
Jack in the Box
Burley
Jack in the Box
Belleville
Jack in the Box
Florissant
Jack in the Box
St. Louis
Jack in the Box
Salem
Jack in the Box
Tigard
Jack in the Box
Arlington
Jack in the Box
Arlington
Jack in the Box
Cleburne
Jack in the Box
Corinth
Jack in the Box
Farmers
Branch
Jack in the Box
Fort Worth
Jack in the Box
Georgetown
Jack in the Box
Granbury
VT
VT
AZ
AZ
CA
CA
CA
ID
IL
MO
MO
OR
OR
TX
TX
TX
TX
TX
TX
TX
TX
Jack in the Box
Grand Prairie
TX
Jack in the Box
Grapevine
Jack in the Box
Gun Barrel
City
Jack in the Box
Houston
Jack in the Box
Houston
Jack in the Box
Houston
Jack in the Box
Houston
Jack in the Box
Houston
TX
TX
TX
TX
TX
TX
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
380
290
185
249
108
110
450
280
476
590
240
200
502
420
580
620
420
420
291
400
460
490
600
380
600
470
300
460
390
330
410
450
717
747
353
220
437
2,237
1,447
2,423
1,110
1,710
1,430
966
1,515
1,494
1,301
1,361
1,325
1,365
1,647
1,416
1,640
1,702
1,508
1,449
1,856
1,344
961
1,437
1,172
1,845
1,621
1,396
F-155
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,097
1,037
538
469
545
2,347
1,897
2,703
1,586
2,300
1,670
1,166
2,017
1,914
1,881
1,981
1,745
1,785
1,938
1,816
2,100
2,192
2,108
1,829
2,456
1,814
1,261
1,897
1,562
2,175
2,031
1,846
(126)
2/7/2014
1988
(127)
2/7/2014
1970
(71)
2/7/2014
1993
(40)
2/7/2014
1984
(78)
2/7/2014
1990
(429)
6/27/2013
1995
(277)
6/27/2013
1995
(464)
6/27/2013
1995
(203)
7/31/2013
1991
(328)
6/27/2013
1995
(274)
6/27/2013
1995
(185)
6/27/2013
1995
(290)
6/27/2013
1995
(286)
6/27/2013
1995
(249)
6/27/2013
1995
(261)
6/27/2013
1995
(254)
6/27/2013
1995
(262)
6/27/2013
1995
(300)
7/31/2013
2000
(271)
6/27/2013
1995
(314)
6/27/2013
1995
(326)
6/27/2013
1995
(289)
6/27/2013
1995
(278)
6/27/2013
1995
(356)
6/27/2013
1995
(258)
6/27/2013
1995
(184)
6/27/2013
1995
(275)
6/27/2013
1995
(225)
6/27/2013
1995
(354)
6/27/2013
1995
(311)
6/27/2013
1995
(268)
6/27/2013
1995
Property
City
State
Jack in the Box
Hutchins
Jack in the Box
Lufkin
Jack in the Box
Lufkin
Jack in the Box
Mesquite
TX
TX
TX
TX
Jack in the Box
Missouri City
TX
Jack in the Box
Nacogdoches
TX
Jack in the Box
Orange
Jack in the Box
Port Arthur
Jack in the Box
San Antonio
Jack in the Box
San Antonio
Jack in the Box
San Antonio
Jack in the Box
Spring
Jack in the Box
Spring
Jack in the Box
Texas City
Jack in the Box
Tyler
Jack in the Box
Weatherford
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Jack in the Box
Enumclaw
WA
Jeremiah's Italian
Ice
Winter Springs
FL
Jiffy Lube
Houston
Jo-Ann's
Shakopee
Joe's Crab Shack
Houston
John Deere
Davenport
Johnny Carinos
Rogers
Johnny Carinos
Columbus
Johnny Carinos
Muncie
Johnny Carinos
Amarillo
TX
MN
TX
IA
AR
IN
IN
TX
Johnny Carinos
Grand Prairie
TX
Johnny Carinos
Houston
Johnny Carinos
Midland
Johnny Carinos
San Angelo
Johnson Controls
Pinellas Park
Katun Corp.
Davenport
TX
TX
TX
FL
IA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
330
440
450
560
451
340
270
460
400
470
350
570
450
454
450
480
380
734
423
994
900
1,363
1,544
1,563
1,652
837
1,320
1,661
1,405
1,244
1,256
1,249
1,340
1,487
844
1,025
1,329
1,238
—
1,037
1,807
1,749
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,693
1,984
2,013
2,212
1,288
1,660
1,931
1,865
1,644
1,726
1,599
1,910
1,937
1,298
1,475
1,809
1,618
734
1,460
2,801
2,649
(261)
6/27/2013
1995
(296)
6/27/2013
1995
(300)
6/27/2013
1995
(317)
6/27/2013
1995
(153)
7/31/2013
1991
(253)
6/27/2013
1995
(318)
6/27/2013
1995
(269)
6/27/2013
1995
(238)
6/27/2013
1995
(241)
6/27/2013
1995
(239)
6/27/2013
1995
(257)
6/27/2013
1995
(285)
6/27/2013
1995
(166)
6/27/2013
1991
(197)
6/27/2013
1995
(255)
6/27/2013
1995
(237)
6/27/2013
1995
— 7/31/2013
1995
(129)
6/9/2014
2008
(260)
2/7/2014
2012
(347)
6/27/2013
1995
1,161
22,052
(14)
23,199
(6,220)
5/31/2012
2003
997
809
540
993
997
1,328
998
769
2,540
1,888
2,160
—
—
—
2,317
(1,848)
2,327
2,656
2,329
2,306
—
—
—
—
3,537
2,697
2,700
1,462
3,324
3,984
3,327
3,075
(516)
6/27/2013
2001
(379)
8/30/2013
2004
(434)
8/30/2013
2003
(14)
7/31/2013
2001
(479)
7/31/2013
2001
(539)
6/27/2013
2002
(479)
7/31/2013
2000
(474)
7/31/2013
2005
16,200
4,538
23,842
(17,727)
10,653
(346)
11/5/2013
2001
—
454
7,485
—
7,939
(838)
5/6/2014
1993
F-156
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Bloomington
Charleston
Decatur
Mattoon
Rockford
Springfield
Springfield
Dolton
Elmhurst
Hazel Crest
Homewood
Matteson
Oak Forest
Westchester
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
Crawfordsville
IN
Franklin
Greenwood
Deming
Las Cruces
Warren
Appleton
Granite City
Allison Park
IN
IN
NM
NM
OH
PA
WI
IL
PA
Germantown
WI
Green Bay
Milwaukee
Milwaukee
Milwaukee
Milwaukee
Milwaukee
South
Milwaukee
WI
WI
WI
WI
WI
WI
WI
Kentucky Fried
Chicken
New
Kensington
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
576
282
276
113
201
267
212
167
242
153
660
399
185
238
159
205
339
220
270
426
324
350
102
246
368
208
396
281
89
197
138
197
1,466
1,514
1,619
1,019
1,142
1,068
1,203
946
969
1,376
1,541
2,259
1,047
952
1,068
1,375
1,405
691
498
640
487
874
1,083
683
913
1,022
773
795
750
975
924
695
F-157
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(421)
(260)
—
—
—
—
—
—
—
—
—
—
—
2,042
1,796
1,895
1,132
1,343
1,335
1,415
1,113
1,211
1,529
2,201
2,658
1,232
1,190
1,227
1,580
1,744
911
768
645
551
1,224
1,185
929
1,281
1,230
1,169
1,076
839
1,172
1,062
892
(288)
6/27/2013
2004
(297)
6/27/2013
2003
(318)
6/27/2013
2001
(186)
7/31/2013
1973
(208)
7/31/2013
1995
(195)
7/31/2013
1987
(219)
7/31/2013
1987
(173)
7/31/2013
1975
(177)
7/31/2013
1990
(251)
7/31/2013
1982
(281)
7/31/2013
1992
(412)
7/31/2013
1973
(191)
7/31/2013
1955
(174)
7/31/2013
1973
(210)
6/27/2013
1979
(270)
6/27/2013
1976
(276)
6/27/2013
1976
(133)
6/27/2013
1995
(95)
6/27/2013
1995
(13)
7/31/2013
1987
(11)
7/31/2013
1967
(167)
6/27/2013
1995
(213)
6/27/2013
1987
(134)
6/27/2013
1978
(179)
6/27/2013
1989
(201)
6/27/2013
1986
(152)
6/27/2013
1991
(156)
6/27/2013
1992
(147)
6/27/2013
1989
(191)
6/27/2013
1991
(181)
6/27/2013
1992
(136)
6/27/2013
1993
Property
City
State
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken / A&W
Ker's WingHouse
Bar and Grill
Ker's WingHouse
Bar and Grill
Wauwatosa
West Bend
Brandon
Clearwater
WI
WI
FL
FL
Kettle Restaurant
San Antonio
TX
Key Bank
Spencerport
Key Bank
Berea
Kirklands
Wilmington
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
135
185
340
550
168
59
234
1,127
8,700
8,052
4,670
4,173
—
—
7,705
—
—
—
—
1,431
964
547
1,110
1,532
2,984
2,756
3,526
1,286
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,268
—
—
—
—
—
—
—
—
—
—
—
195
348
615
705
654
627
206
1,112
1,326
1,061
7,891
—
3,109
5,009
10,399
6,932
14,561
5,842
3,423
7,321
7,788
6,279
6,250
7,574
7,691
5,794
6,742
5,715
6,165
6,073
7,782
7,642
1,147
811
F-158
—
—
—
—
—
—
8
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
750
890
994
1,177
374
1,171
1,568
2,188
(121)
6/27/2013
1992
(138)
6/27/2013
1972
(130)
6/27/2013
1995
(124)
6/27/2013
1995
(38)
7/31/2013
1965
(211)
6/5/2013
1960
(229)
10/1/2013
1958
(165)
2/7/2014
2004
15,943
(1,144)
2/7/2014
1982
4,173
4,540
5,973
—
2/7/2014
2008
(452)
2/7/2014
2011
(651)
2/7/2014
2009
10,946
(2,770)
3/28/2013
2003
8,042
(899)
2/7/2014
2011
16,093
(1,790)
2/7/2014
2007
8,826
6,179
8,607
9,056
6,279
6,250
7,574
7,691
5,794
6,742
5,715
6,165
6,073
7,782
7,642
1,342
1,159
(808)
2/7/2014
2006
(22)
2/7/2014
2007
(979)
2/7/2014
2005
(1,013)
2/7/2014
2011
(979)
11/5/2013
1996
(975)
11/5/2013
1995
(1,182)
11/5/2013
1995
(1,200)
11/5/2013
1993
(904)
11/5/2013
1995
(1,052)
11/5/2013
1995
(891)
11/5/2013
1996
(962)
11/5/2013
1995
(947)
11/5/2013
1996
(1,214)
11/5/2013
1996
(1,192)
11/5/2013
1996
(220)
6/27/2013
1995
(212)
4/23/2013
1960
NY
OH
NC
CA
FL
IA
KS
MI
MI
SC
SC
TX
TX
WI
GA
GA
GA
GA
KY
Monrovia
Tavares
Fort Dodge
Salina
Howell
Saginaw
Columbia
Spartanburg
Brownsville
Mcallen
Rice Lake
Calhoun
Lithonia
Suwanee
Suwanee
Frankfort
Georgetown
KY
Madisonville
KY
Murray
Owensboro
Franklin
Knoxville
Greenville
Huntsville
KY
KY
TN
TN
AL
AL
Kohl's
Kohl's
Kohl's
Kohl's
Kohl's
Kohl's
Kohl's
Kohl's
Kohl's
Kohl's
Kohl's
Kroger
Kroger
Kroger
Kroger
Kroger
Kroger
Kroger
Kroger
Kroger
Kroger
Kroger
Krystal
Krystal
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Huntsville
Huntsville
AL
AL
Montgomery
AL
Montgomery
AL
Montgomery
AL
Montgomery
AL
Scottsboro
Tuscaloosa
Valley
AL
AL
AL
Vestavia Hills
AL
Jacksonville
Orlando
Orlando
Plant City
St. Augustine
Albany
Atlanta
Augusta
Columbus
Decatur
East Point
Macon
FL
FL
FL
FL
FL
GA
GA
GA
GA
GA
GA
GA
Milledgeville
GA
Snellville
Corinth
Gulfport
Pearl
Chattanooga
Chattanooga
Chattanooga
Knoxville
GA
MS
MS
MS
TN
TN
TN
TN
Lawrenceburg
TN
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
352
305
259
560
303
502
20
206
297
342
574
372
669
355
411
309
166
365
622
94
221
325
261
466
279
215
426
336
186
440
369
304
654
712
1,036
829
562
613
1,157
1,165
694
513
574
372
446
533
411
721
664
851
934
533
664
759
609
466
652
861
638
784
328
659
246
709
F-159
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,006
1,017
1,295
1,389
865
1,115
1,177
1,371
991
855
1,148
744
1,115
888
822
1,030
830
1,216
1,556
627
885
(171)
4/23/2013
1971
(178)
6/10/2013
1985
(313)
9/21/2012
1964
(159)
6/27/2013
1995
(147)
4/23/2013
1962
(160)
4/23/2013
1962
(222)
6/27/2013
1995
(352)
9/21/2012
1976
(181)
4/23/2013
1979
(134)
4/23/2013
1995
(174)
9/21/2012
1990
(112)
9/21/2012
1994
(135)
9/21/2012
1995
(161)
9/21/2012
2012
(124)
9/21/2012
2012
(218)
9/21/2012
1962
(201)
9/21/2012
1973
(257)
9/21/2012
1979
(282)
9/21/2012
1977
(161)
9/21/2012
1965
(197)
10/26/2012
1984
1,084
(229)
9/21/2012
1962
870
932
931
1,076
1,064
1,120
514
1,099
615
1,013
(184)
9/21/2012
2011
(141)
9/21/2012
1981
(170)
4/23/2013
2007
(260)
9/21/2012
2011
(193)
9/21/2012
1976
(237)
9/21/2012
2010
(39)
6/27/2013
1995
(172)
4/23/2013
1983
(74)
9/21/2012
1970
(185)
4/23/2013
1980
Property
City
State
Krystal
Krystal
Krystal
Memphis
Memphis
TN
TN
Murfreesboro
TN
Kum & Go
Bentonville
Kum & Go
Lowell
Kum & Go
Paragould
Kum & Go
Rogers
Kum & Go
Sherwood
Kum & Go
Fountain
Kum & Go
Monument
Kum & Go
Muscatine
Kum & Go
Ottumwa
Kum & Go
Sloan
Kum & Go
Story City
Kum & Go
Tipton
Kum & Go
Waukee
Kum & Go
West Branch
Kum & Go
Joplin
Kum & Go
Joplin
Kum & Go
Joplin
Kum & Go
Joplin
Kum & Go
Neosho
Kum & Go
Tioga
Kum & Go
Muskogee
Kum & Go
Muskogee
Kum & Go
Cheyenne
Kum & Go
Gillette
L.A. Fitness
Avondale
L.A. Fitness
Glendale
L.A. Fitness
Marana
L.A. Fitness
Highland
L.A. Fitness
Boynton
AR
AR
AR
AR
AR
CO
CO
IA
IA
IA
IA
IA
IA
IA
MO
MO
MO
MO
MO
ND
OK
OK
WY
WY
AZ
AZ
AZ
CA
FL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
257
181
465
587
774
708
668
866
1,131
1,192
794
586
447
223
507
1,280
219
218
314
127
205
504
318
423
97
411
878
2,253
3,135
2,177
—
1,284
4,610
2,274
—
1,485
1,029
723
698
1,370
1,437
2,123
1,559
1,609
1,696
1,457
1,853
1,368
2,162
2,089
1,945
1,280
1,089
782
1,610
300
594
1,144
2,863
1,691
973
2,327
2,048
9,040
7,568
8,322
8,673
9,945
F-160
—
—
—
(13)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
20
—
—
—
1,286
904
1,163
1,944
2,211
2,831
2,227
2,475
2,827
2,649
2,647
1,954
2,609
2,312
2,452
2,560
1,308
1,000
1,924
427
799
1,648
3,181
2,114
1,070
2,738
2,926
(269)
4/23/2013
1975
(189)
4/23/2013
1972
(182)
4/23/2013
2008
(317)
11/20/2012
2009
(333)
11/20/2012
2009
(512)
9/28/2012
2012
(361)
11/20/2012
2008
(388)
9/28/2012
2012
(385)
12/24/2012
2012
(331)
12/24/2012
2012
(421)
12/27/2012
2012
(317)
11/20/2012
1998
(394)
2/7/2014
2008
(339)
2/7/2014
2006
(371)
2/7/2014
2008
(273)
3/28/2013
2012
(174)
2/7/2014
1997
(167)
2/11/2014
1987
(267)
2/11/2014
1984
(66)
2/11/2014
1973
(128)
2/11/2014
1986
(190)
2/11/2014
1997
(663)
11/8/2012
2012
(328)
7/22/2013
2013
(112)
9/30/2014
1999
(528)
12/27/2012
2012
(407)
6/28/2013
2013
11,293
(1,405)
2/7/2014
2006
9,765
9,606
(1,277)
2/7/2014
2005
(1,346)
2/7/2014
2011
10,947
(1,491)
2/7/2014
2009
11,430
(37)
11/22/2016
2005
Property
City
State
L.A. Fitness
Miami
L.A. Fitness
Broadview
L.A. Fitness
Oswego
L.A. Fitness
Carmel
L.A. Fitness
Indianapolis
L.A. Fitness
St. Clair
Shores
L.A. Fitness
Oakdale
L.A. Fitness
Edmond
L.A. Fitness
Easton
L.A. Fitness
Dallas
L.A. Fitness
Denton
L.A. Fitness
Duncanville
L.A. Fitness
McKinney
L.A. Fitness
Spring
FL
IL
IL
IN
IN
MI
MN
OK
PA
TX
TX
TX
TX
TX
Leeann Chin
Blaine
MN
Leeann Chin
Chanhassen
MN
Leeann Chin
Golden Valley
MN
Lee's Famous
Recipe Chicken
Lee's Famous
Recipe Chicken
Lee's Famous
Recipe Chicken
Logan's
Roadhouse
Logan's
Roadhouse
Logan's
Roadhouse
Logan's
Roadhouse
Logan's
Roadhouse
Logan's
Roadhouse
Logan's
Roadhouse
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Florissant
St. Ann
St. Louis
Huntsville
Fayetteville
Hattiesburg
Owasso
Clarksville
Cleveland
El Paso
Merced
Collinsville
Fairview
Heights
Jacksonville
Litchfield
MO
MO
MO
AL
AR
MS
OK
TN
TN
TX
CA
IL
IL
IL
IL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
2,730
3,345
3,163
1,457
1,279
2,163
4,749
2,315
—
—
962
938
8,671
8,763
8,749
9,562
8,970
6,787
8,315
6,916
10,600
4,712
2,629
10,413
—
—
—
—
—
—
—
—
—
—
11,401
(33)
11/22/2016
2015
12,108
(1,380)
2/7/2014
2010
11,912
(1,435)
2/7/2014
2008
11,019
(1,490)
2/7/2014
2008
10,249
(1,398)
2/7/2014
2009
8,950
(28)
11/22/2016
1982
10,630
(1,351)
2/7/2014
2009
7,878
(972)
3/31/2014
2014
11,538
(1,659)
2/7/2014
1979
13,042
(1,542)
2/7/2014
2008
3,884
1,888
9,568
(6)
11,450
(1,458)
2/7/2014
2009
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,538
2,039
1,970
480
450
270
306
187
107
520
1,570
890
1,449
1,010
890
320
174
220
258
171
194
10,023
7,787
9,290
528
763
776
560
571
874
—
—
—
—
—
—
—
—
—
4,797
(1,363)
2,182
4,012
2,173
(953)
(803)
(568)
4,424
(1,264)
3,902
(1,225)
4,731
(1,558)
—
—
—
—
—
695
940
525
431
996
F-161
11,561
(1,502)
2/7/2014
2007
9,826
(30)
11/22/2016
2005
11,260
(1,412)
2/7/2014
2006
1,008
1,213
1,046
866
758
981
3,954
2,799
4,099
3,054
4,170
3,567
3,493
869
1,160
783
602
(101)
6/27/2013
1995
(146)
6/27/2013
1995
(149)
6/27/2013
1995
(110)
6/27/2013
1984
(112)
6/27/2013
1984
(172)
6/27/2013
1984
(344)
6/27/2013
1995
(151)
6/27/2013
1995
(320)
6/27/2013
1995
(175)
7/31/2013
2006
(324)
6/27/2013
1995
(277)
6/27/2013
1995
(317)
6/27/2013
1995
(127)
7/31/2013
1982
(184)
6/27/2013
2006
(103)
6/27/2013
1976
(85)
6/27/2013
1978
1,190
(195)
6/27/2013
1986
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Marion
IL
Mount Carmel
IL
Vandalia
IL
West Frankfort
IL
Wood River
Garden City
Hays
Clovis
Las Cruces
Englewood
Fairborn
Penn Hills
Austin
Green Bay
Ashtabula
Tampa
Dalton
Jonesboro
Burlington
Florence
IL
KS
KS
NM
NM
OH
OH
PA
TX
WI
OH
FL
OH
AR
IA
KY
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
305
105
101
244
251
120
160
210
242
547
103
438
459
748
440
370
18
2,101
2,775
4,814
1,059
484
484
996
314
530
624
705
565
—
300
656
477
563
1,640
1,852
30
8,405
8,191
10,189
New Orleans
LA
13,766
10,315
20,728
Sanford
Windham
ME
ME
Benton Harbor MI
Kansas City
MO
Las Vegas
NV
4,672
4,045
7,930
12,640
—
—
—
1,011
3,729
11,499
Ticonderoga
NY
4,345
1,812
—
—
—
—
—
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / A&W
Long John
Silver's / KFC
Long John
Silver's / Taco
Bell
LongHorn
Steakhouse
Los Tios Mexican
Restaurant
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
Lowe's
West
Carrollton
Columbia
Texas City
Lube Stop
Akron
Lube Stop
Akron
OH
SC
TX
OH
OH
6,375
2,864
9,883
—
—
—
—
5,485
2,313
79
135
—
9,253
287
761
F-162
—
—
—
—
—
—
—
(377)
(277)
—
—
—
—
—
—
—
—
85
1,364
(208)
6/27/2013
1983
589
585
(95)
6/27/2013
1977
(95)
6/27/2013
1976
1,240
(195)
6/27/2013
1977
565
650
784
538
530
547
403
1,094
936
1,311
2,080
2,222
48
(62)
6/27/2013
1975
(104)
6/27/2013
1978
(122)
6/27/2013
1994
(17)
6/27/2013
1995
(13)
7/31/2013
1975
— 6/27/2013
1974
(59)
6/27/2013
1976
(120)
7/31/2013
1993
(94)
6/27/2013
1993
(111)
6/27/2013
1978
(314)
6/27/2013
1995
(367)
6/27/2013
1995
(6)
6/27/2013
1990
10,591
(1,124)
5/19/2014
1994
760
11,726
(1,123)
2/7/2014
1996
—
—
—
—
—
—
—
—
—
—
—
—
15,003
(1,393)
2/7/2014
1997
31,043
(3,233)
11/5/2013
2005
4,045
12,640
9,068
3,729
11,499
1,812
—
—
2/7/2014
2009
6/3/2013
2006
(1,105)
3/17/2014
1994
—
—
—
2/7/2014
2009
2/7/2014
2002
2/7/2014
2009
12,747
(1,272)
2/7/2014
1994
5,485
—
2/7/2014
1994
11,566
(1,688)
5/19/2014
1995
366
896
(31)
9/2/2014
1988
(85)
9/2/2014
1995
7,851
206
Property
City
State
Lube Stop
Lube Stop
Akron
Bedford
Heights
Lube Stop
Cleveland
OH
OH
OH
Lube Stop
Fairview Park
OH
Lube Stop
Lube Stop
Lakewood
Mayfield
Heights
Lube Stop
Medina
OH
OH
OH
Lube Stop
N. Barberton
OH
Lube Stop
Painesville
Lube Stop
Parma
Lube Stop
Parma
Lube Stop
Seven Hills
Lube Stop
Solon
OH
OH
OH
OH
OH
Lube Stop
South Euclid
OH
Lube Stop
Stow
Lube Stop
Westlake
Lube Stop
Lumber
Liquidators
Willoughby
Saginaw
Macaroni Grill
Flanders
Macaroni Grill
W. Windsor
Mars Petcare
Columbia
Mattress Firm
Daphne
Mattress Firm
Dothan
Mattress Firm
Rogers
Mattress Firm
Destin
Mattress Firm
Melbourne
Mattress Firm
Tallahassee
Mattress Firm
Boise
Mattress Firm
Garden City
Mattress Firm
Fairview
Heights
Mattress Firm
Columbus
Mattress Firm
Evansville
OH
OH
OH
MI
NJ
NJ
SC
AL
AL
AR
FL
FL
FL
ID
ID
IL
IN
IN
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
205
156
127
205
205
201
135
140
276
124
306
182
233
109
230
85
168
287
915
1,468
1,043
529
559
179
765
430
414
502
208
390
502
201
487
561
132
525
425
502
883
1,043
1,307
1,498
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,248
(113)
9/2/2014
1992
685
686
384
970
631
549
642
484
514
808
383
720
670
362
610
593
789
(63)
9/2/2014
1986
(61)
9/2/2014
1988
(29)
9/2/2014
1988
(85)
9/2/2014
1993
(50)
9/2/2014
1988
(50)
9/2/2014
1995
(54)
9/2/2014
1998
(30)
9/2/2014
1988
(41)
9/2/2014
1986
(61)
9/2/2014
1986
(28)
9/2/2014
1987
(55)
9/2/2014
1992
(56)
9/2/2014
1986
(20)
9/2/2014
1988
(52)
9/2/2014
1999
(46)
9/2/2014
1986
(73)
5/28/2014
2000
2,351
2,805
(130)
2/7/2014
2003
(210)
2/7/2014
1998
—
—
—
—
—
—
—
—
—
—
—
—
1,875
19,591
(987)
20,479
(2,438)
11/5/2013
2014
—
—
—
—
—
—
—
—
—
—
—
1,761
1,623
1,605
1,980
1,642
2,310
1,674
1,797
1,189
1,048
2,344
(222)
10/1/2013
2013
(248)
5/14/2013
2013
(279)
2/6/2013
2012
(256)
6/5/2013
2013
(192)
2/7/2014
2011
(282)
5/14/2013
2013
(291)
2/22/2013
2013
(191)
2/26/2014
2003
(163)
2/7/2014
1977
(206)
11/6/2012
1964
(485)
2/11/2013
1995
528
406
321
693
405
924
335
492
231
157
117
1,233
1,217
1,284
1,287
1,237
1,386
1,339
1,305
958
891
2,227
F-163
Property
City
State
Mattress Firm
Goshen
Mattress Firm
Mishawaka
Mattress Firm
South Bend
IN
IN
IN
Mattress Firm
Bowling Green KY
Mattress Firm
Lafayette
Mattress Firm
Flint
Mattress Firm
Flint
Mattress Firm
Goldsboro
Mattress Firm
Greenville
Mattress Firm
Raleigh
Mattress Firm
Wilmington
Mattress Firm
Wilson
LA
MI
MI
NC
NC
NC
NC
NC
Mattress Firm
Painesville
OH
Mattress Firm
Johnstown
Mattress Firm
Florence
Mattress Firm
Rock Hill
Mattress Firm
Knoxville
Mattress Firm
Nederland
Mattress Firm
Bountiful
Mattress Firm
Spokane
Mattress Firm
Spokane
PA
SC
SC
TN
TX
UT
WA
WA
McAlisters
Murfreesboro
TN
McAlisters
Sherman
McAlisters
Waco
TX
TX
McDonald's
Scotland Neck
NC
MedAssets
Plano
TX
Melrose Park
Center
Mercer Well
Services
Melrose Park
IL
Cleburne
Merrill Lynch
Hopewell
Metro PCS
Richardson
Mezcal Mexican
Restaurant
Grafton
Michael's
Lafayette
TX
NJ
TX
OH
LA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
1,194
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
211
375
289
648
—
467
409
349
1,085
1,091
412
373
437
389
398
385
586
311
736
409
511
310
563
429
320
1,555
1,500
2,445
973
1,251
1,323
1,164
1,385
1,085
1,091
1,257
692
1,318
906
929
898
1,088
1,245
1,367
1,685
1,582
720
1,223
791
—
10,432
45,650
6,143
10,515
262
369
—
—
—
—
—
—
—
—
—
—
—
—
—
745
(8)
—
—
—
—
—
—
—
—
—
—
—
598
—
1,766
1,875
2,734
1,621
1,251
1,790
1,573
1,734
2,170
2,182
1,669
1,065
1,755
2,040
1,319
1,283
1,674
1,556
2,103
2,094
2,093
1,030
1,786
1,220
320
(222)
3/20/2014
2013
(291)
7/30/2013
2013
(360)
2/24/2014
2013
(203)
4/25/2013
2012
(255)
5/2/2013
1995
(147)
8/19/2014
2014
(110)
10/3/2014
2014
(156)
5/29/2014
2014
(246)
12/12/2012
2012
(263)
9/28/2012
1997
(270)
3/29/2013
2013
(167)
9/28/2012
2012
(158)
7/10/2014
2014
(115)
7/31/2013
1995
(210)
12/7/2012
2012
(170)
8/21/2013
2008
(232)
3/19/2013
2012
(300)
9/26/2012
1997
(310)
12/31/2012
2012
(357)
4/4/2013
2013
(343)
3/28/2013
2013
(143)
6/27/2013
1995
(184)
5/16/2014
2013
(139)
3/27/2014
2000
— 6/27/2013
2005
56,082
(5,839)
2/7/2014
2013
17,256
(1,556)
2/7/2014
2006
631
(47)
6/25/2014
2008
74,250
17,619
108,349
(12,142)
113,826
(4,265)
2/7/2014
2001
7,813
1,292
19,606
—
—
64
1,831
191
3,631
6
—
—
20,904
(3,157)
11/5/2013
1986
255
5,462
(39)
7/31/2013
1990
(619)
2/7/2014
2011
F-164
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
7,763
—
8,883
(1,480)
11/5/2013
2011
23,198
(3,895)
21,430
(761)
2/21/2014
1984
Property
City
State
Michelin
Louisville
KY
Millenium Chem
Glen Burnie
MD
Miraca Life
Sciences
Irving
Monro Muffler
Lewiston
Monro Muffler
Waukesha
Monterey's Tex
Mex
Tulsa
TX
ME
WI
OK
MotoMart
St. Charles
MO
Mrs. Baird's
Dallas
MS Energy
Service
Midland
My Dentist
Chickasha
N/A - Billboard
Memphis
N/A - Billboard
Memphis
N/A - Billboard
Memphis
N/A - Billboard
Memphis
N/A - Parking Lot
Kingston
National Tire &
Battery
National Tire &
Battery
St. Louis
Nashville
Natural Grocers
Salem
TX
TX
OK
TN
TN
TN
TN
PA
MO
TN
OR
Nestle Holdings
Breinigsville
PA
Nomac Drilling
Houston
Northern Tool &
Equipment
Ocala
Northrop
Grumman
El Segundo
NTW
Morrow
O'Charley's
Dalton
O'Charley's
Tucker
Old Country
Buffet
Old Country
Buffet
Burbank
Fresno
Olive Garden
Edmonton
Olive Garden
Edmonton
Olive Garden
Flagstaff
Olive Garden
Altamonte
Springs
Olive Garden
Leesburg
TX
FL
CA
GA
GA
GA
CA
CA
AB
AB
AZ
FL
FL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
799
—
—
—
1,120
2,127
3,237
279
228
135
1,085
453
1,165
100
33
63
73
90
29
756
603
1,339
—
369
1,620
1,693
—
—
—
—
—
—
—
—
—
—
—
397
406
1,037
246
326
2,870
2,946
875
699
692
37,297
1,115
684
406
1,980
4,077
948
186
—
—
—
—
—
924
1,373
3,886
66,948
2,669
2,727
1,586
1,817
866
371
—
—
(326)
—
—
—
—
—
—
—
—
—
—
—
—
11
—
—
—
—
—
—
1,309
(1,094)
1,306
(1,282)
—
—
—
—
—
452
461
455
4,023
1,837
F-165
15,935
67,908
40,905
(5,203)
4/28/2014
1997
1,394
(234)
5/10/2013
1976
912
215
3,065
4,530
2,113
286
33
63
73
90
29
1,680
1,976
5,225
(137)
7/23/2013
2002
(6)
7/31/2013
2001
(351)
2/7/2014
2009
(1,109)
7/11/2012
2002
(120)
6/12/2014
2012
(38)
6/27/2013
1995
— 7/31/2013
1995
— 7/31/2013
1995
— 7/31/2013
1995
— 7/31/2013
1995
— 6/27/2013
1995
(226)
10/31/2012
1998
(199)
2/7/2014
1978
(600)
2/7/2014
2013
66,959
(12,762)
11/5/2013
1994
3,038
4,420
(315)
6/12/2014
2012
(421)
2/7/2014
2008
83,843
(8,353)
6/27/2014
1972
1,983
2,223
1,903
461
350
3,322
3,407
1,330
4,722
2,529
(418)
6/5/2012
1992
(369)
6/27/2013
1993
(176)
6/27/2013
1993
(30)
1/8/2014
2001
(25)
1/8/2014
2003
(48)
7/28/2014
1990
(49)
7/28/2014
1990
(44)
7/28/2014
1996
(307)
7/28/2014
2006
(131)
7/28/2014
1990
Property
City
State
Olive Garden
Port Charlotte
FL
Olive Garden
Winnipeg
Olive Garden
Salisbury
Olive Garden
Cary
MB
MD
NC
Olive Garden
Oklahoma City OK
Olive Garden
Langhorne
Olive Garden
Pittsburgh
Olive Garden
Houston
Olive Garden
Chesapeake
Olive Garden
Manassas
PA
PA
TX
VA
VA
Olive Garden
Silverdale
WA
Olive Garden
Morgantown
WV
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
1,454
1,640
1,171
1,545
819
970
1,560
973
1,382
1,965
1,752
1,765
4,156
1,444
3,144
6,603
4,053
3,717
1,422
2,902
2,252
2,585
2,015
2,199
—
—
—
—
—
—
—
—
—
—
—
—
5,610
3,084
4,315
8,148
4,872
4,687
2,982
3,875
3,634
4,550
3,767
3,964
(274)
7/28/2014
1990
(107)
7/28/2014
1989
(214)
7/28/2014
1995
(425)
7/28/2014
1992
(269)
7/28/2014
1991
(246)
7/28/2014
1996
(129)
7/28/2014
2003
(198)
7/28/2014
1994
(159)
7/28/2014
1991
(179)
7/28/2014
1993
(145)
7/28/2014
1993
(200)
7/28/2014
2006
Omnipoint
Communication
Indianapolis
IN
49,837
5,770
64,073
679
70,522
(11,441)
5/9/2013
2000
On the Border
Rogers
On the Border
Mesa
On the Border
Peoria
On the Border
Alpharetta
On the Border
Buford
On the Border
Naperville
On the Border
West
Springfield
On the Border
Auburn Hills
On the Border
Novi
AR
AZ
AZ
GA
GA
IL
MA
MI
MI
950
655
1,804
2,090
1,562
2,129
—
—
—
1,771
1,786
2,549
2,000
413
—
—
1,355
444
On the Border
Kansas City
MO
1,454
1,743
On the Border
Lees Summit
MO
1,200
1,647
On the Border
Concord Mills
NC
—
1,903
On the Border
Mount Laurel
NJ
713
1,446
On the Border
W. Windsor
NJ
2,432
1,489
On the Border
Columbus
OH
1,925
1,594
On the Border
Oklahoma City OK
On the Border
Tulsa
On the Border
Burleson
On the Border
College
Station
OK
TX
TX
—
—
—
—
859
740
891
2,218
1,500
1,534
1,352
1,842
1,506
1,414
4,173
2,745
3,176
1,039
1,008
1,456
1,938
1,703
1,558
2,310
2,956
2,844
1,471
F-166
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,155
3,624
3,481
3,613
3,292
3,963
4,586
4,100
3,620
2,782
2,655
3,359
3,384
3,192
3,152
3,169
3,696
3,735
3,689
(273)
2/7/2014
2002
(281)
2/7/2014
1998
(226)
2/7/2014
1998
(334)
2/7/2014
1997
(277)
2/7/2014
2001
(303)
2/7/2014
1997
(718)
2/7/2014
1995
(462)
2/7/2014
1999
(520)
2/7/2014
1997
(232)
2/7/2014
1997
(220)
2/7/2014
2002
(295)
2/7/2014
2000
(351)
2/7/2014
2004
(408)
2/7/2014
1998
(328)
2/7/2014
1997
(425)
2/7/2014
1996
(530)
2/7/2014
1995
(504)
2/7/2014
2000
(265)
2/7/2014
1997
Property
City
State
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
On the Border
Denton
On the Border
Desoto
On the Border
Ft. Worth
On the Border
Garland
On the Border
Lubbock
On the Border
Rockwall
On the Border
Woodbridge
TX
TX
TX
TX
TX
TX
VA
AL
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
O'Reilly Auto
Parts
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Oneonta
Louisville
KY
Breaux Bridge
LA
Central
La Place
New Roads
Ravenna
Willard
Highlands
Houston
San Antonio
LA
LA
LA
OH
OH
TX
TX
TX
Christiansburg
VA
Laramie
WY
Fort Smith
Centennial
Jacksonville
Sebring
Fort Wayne
AR
CO
FL
FL
IN
Lexington
KY
Baton Rouge
LA
Southgate
MI
Lees Summit
MO
Garner
NC
Las Cruces
NM
Boardman
Township
OH
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
485
560
703
646
—
—
—
—
—
—
—
—
—
—
—
—
—
1,419
751
1,222
1,065
375
693
1,799
81
573
139
104
342
175
144
137
281
340
439
562
144
841
1,378
770
981
733
1,077
742
787
901
1,088
536
575
2,012
3,207
2,991
1,692
3,679
3,244
899
460
794
738
915
819
737
1,137
877
813
895
1,030
793
1,297
1,996
1,397
2,261
1,695
984
2,139
1,272
2,742
620
1,817
1,549
2,742
F-167
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,431
3,958
4,213
2,757
4,054
3,937
2,698
541
1,367
877
1,019
1,161
912
1,281
1,014
1,094
1,235
1,469
1,355
1,441
2,837
2,775
3,031
2,676
1,717
3,216
2,014
3,529
1,521
2,905
2,085
3,317
(363)
2/7/2014
2002
(544)
2/7/2014
1998
(514)
2/7/2014
1999
(299)
2/7/2014
2007
(607)
2/7/2014
1994
(520)
2/7/2014
1999
(327)
2/7/2014
1998
(113)
8/2/2012
2000
(124)
2/7/2014
2011
(117)
2/7/2014
2009
(139)
2/7/2014
2010
(128)
2/7/2014
2008
(117)
2/7/2014
2008
(170)
2/7/2014
2010
(128)
2/7/2014
2011
(114)
2/7/2014
2010
(125)
2/7/2014
2010
(149)
2/7/2014
2010
(115)
2/7/2014
2010
(307)
10/12/2012
1999
(365)
2/7/2014
1999
(261)
2/7/2014
1996
(369)
2/7/2014
2001
(312)
2/7/2014
2001
(301)
2/7/2014
2000
(379)
2/7/2014
2002
(223)
2/7/2014
2001
(460)
2/7/2014
1994
(125)
2/7/2014
1999
(326)
2/7/2014
2004
(265)
2/7/2014
2000
(470)
2/7/2014
1995
Owens & Minor
Cleveland
Owens Corning
Newark
Owens Corning
Wichita Falls
TX
Property
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Outback
Steakhouse
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pearson
Education
City
State
Independence
OH
Pittsburgh
Conroe
Houston
Mcallen
Colonial
Heights
PA
TX
TX
TX
VA
Newport News
VA
Winchester
VA
OH
OH
Montgomery
AL
Charlotte
Charlotte
Charlotte
Charlotte
Conover
Cornelius
Lincolnton
Matthews
NC
NC
NC
NC
NC
NC
NC
NC
Thomasville
NC
Fort Mill
Lawrence
SC
KS
OH
MO
AZ
CA
CA
CA
FL
FL
Penske
Bedford
Petco
Petco
Lake Charles
LA
Dardenne
Prairie
Petsmart
Phoenix
Petsmart
Merced
Petsmart
Petsmart
Redding
Westlake
Village
Petsmart
Boca Raton
Petsmart
Lake Mary
Initial Costs (1)
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Buildings,
Fixtures and
Improvements
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
2,268
932
2,063
2,321
443
746
1,356
1,310
6,077
13,013
847
1,228
1,332
417
1,787
1,308
936
2,258
2,159
1,819
1,436
1,967
—
—
—
—
—
—
—
—
(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
3,169
2,302
3,022
3,285
1,278
2,043
1,956
2,014
6,828
(322)
2/7/2014
2006
(244)
2/7/2014
1995
(326)
2/7/2014
2001
(369)
2/7/2014
1998
(80)
2/7/2014
1999
(326)
2/7/2014
2000
(395)
2/7/2014
1993
(419)
2/7/2014
2006
(692)
9/30/2014
2014
13,738
(1,701)
2/7/2014
2007
1,078
1,754
2,664
2,084
2,978
2,378
2,080
4,105
3,925
2,799
2,611
3,278
(113)
6/12/2014
1972
(279)
12/31/2012
1998
(302)
12/31/2012
2004
(95)
12/31/2012
1982
(406)
12/31/2012
1987
(297)
12/31/2012
1997
(212)
12/31/2012
1998
(512)
12/31/2012
1999
(490)
12/31/2012
2000
(413)
12/31/2012
1987
(326)
12/31/2012
2000
(446)
12/31/2012
1988
18,057
(3,436)
17,169
(520)
11/5/2013
1997
Encumbrances
at
December 31,
2016
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,145
—
Land
901
1,370
959
964
835
1,297
600
704
755
725
231
526
1,332
1,667
1,191
1,070
1,144
1,847
1,766
980
1,175
1,311
2,548
183
690
806
—
4,072
3,024
51,250
7,308
97,510
—
—
—
—
—
1,729
1,312
3,406
3,514
2,430
4,194
4,133
5,017
4,912
2,556
F-168
—
—
—
36
—
—
—
—
—
183
4,762
3,830
— 6/27/2013
1995
(568)
2/7/2014
2008
(412)
2/7/2014
2009
104,854
(11,572)
2/7/2014
1997
5,923
5,445
8,423
8,426
4,986
(583)
2/7/2014
1993
(627)
2/7/2014
1989
(671)
2/7/2014
1998
(707)
2/7/2014
2001
(373)
2/7/2014
1997
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
FL
FL
IL
MA
MD
MI
OH
TX
TX
IL
IL
IL
IL
IN
TX
GA
AZ
FL
FL
GA
GA
GA
GA
KY
LA
Petsmart
Plantation
Petsmart
Tallahassee
Petsmart
Evanston
Petsmart
Braintree
Petsmart
Oxon Hill
Petsmart
Flint
Petsmart
Petsmart
Parma
Dallas
Petsmart
Southlake
Physicians
Immediate Care
Physicians
Immediate Care
Physicians
Immediate Care
Physicians
Immediate Care
Physicians
Immediate Care
Aurora
Glendale
Heights
New Lenox
Plainfield
Mishawaka
Pier 1 Imports
Victoria
Pilot Flying J
Carnesville
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Page
Cooper City
Marathon
Ashburn
Eatonton
Greensboro
Jackson
Louisville
Lafayette
Salisbury
MD
Dearborn
Bozeman
Glasgow
Livingston
MI
MT
MT
MT
East Syracuse
NY
Nedrow
NY
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
965
1,468
1,120
2,805
1,722
606
1,288
470
1,063
1,043
487
535
590
252
457
1,867
66
320
530
102
353
569
673
539
68
245
284
150
120
130
137
55
5,302
1,387
6,007
8,398
4,389
3,839
3,527
6,089
7,093
1,346
2,256
1,884
1,747
1,351
1,767
7,466
263
466
187
233
353
465
735
499
271
734
528
343
217
245
185
80
F-169
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(39)
—
—
—
—
(146)
—
—
—
—
—
—
—
6,267
2,855
7,127
(726)
2/7/2014
2001
(209)
2/7/2014
1998
(801)
2/7/2014
2001
11,203
(1,091)
2/7/2014
1996
6,111
4,445
4,815
6,559
8,156
2,389
2,743
2,419
2,337
1,603
2,224
9,333
329
786
717
296
706
1,034
1,408
1,038
193
979
812
493
337
375
322
135
(605)
2/7/2014
1998
(527)
2/7/2014
1996
(482)
2/7/2014
1996
(781)
2/7/2014
1998
(929)
2/7/2014
1998
(222)
2/7/2014
2003
(352)
2/7/2014
1997
(300)
2/7/2014
2011
(276)
2/7/2014
2011
(233)
2/7/2014
2013
(278)
2/7/2014
2011
(2,134)
1/31/2013
2000
(48)
7/31/2013
1977
(92)
6/27/2013
1995
(37)
6/27/2013
1995
(18)
6/27/2013
1988
(64)
7/31/2013
1988
(85)
7/31/2013
1989
(144)
6/27/2013
1987
(98)
6/27/2013
1975
(7)
6/27/2013
1990
(134)
7/31/2013
1983
(96)
7/31/2013
1977
(68)
6/27/2013
1995
(43)
6/27/2013
1995
(49)
6/27/2013
1995
(36)
6/27/2013
1978
(16)
6/27/2013
1979
Property
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
City
State
Bowling Green OH
Cleveland
Defiance
Delaware
Middleburg
Hts
OH
OH
OH
OH
North Olmsted
OH
Norwalk
Sandusky
Strongsville
Toledo
Shamokin
Batesburg
Bishopville
Cheraw
Columbia
Edgefield
Laurens
Pageland
Saluda
Santee
St. George
West
Columbia
Box Elder
Knoxville
Amarillo
Amarillo
Crystal City
OH
OH
OH
OH
PA
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SD
TN
TX
TX
TX
Fort Stockton
TX
Midland
Midland
Monahans
Odessa
TX
TX
TX
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
141
87
114
270
128
122
77
140
74
58
54
261
365
415
881
221
454
344
346
371
367
507
68
300
339
254
148
252
414
506
361
456
262
175
197
721
156
153
115
171
108
173
217
484
365
507
588
410
371
420
346
248
245
415
217
546
1,016
1,015
453
1,007
506
619
671
847
F-170
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
403
262
311
991
284
275
192
311
182
231
271
745
730
922
(48)
7/31/2013
1979
(34)
6/27/2013
1995
(39)
6/27/2013
1977
(141)
6/27/2013
1975
(29)
7/31/2013
1985
(30)
6/27/2013
1977
(21)
7/31/2013
1977
(31)
7/31/2013
1982
(21)
6/27/2013
1977
(34)
6/27/2013
1978
(40)
7/31/2013
1995
(88)
7/31/2013
1987
(67)
7/31/2013
1987
(92)
7/31/2013
1984
1,469
(107)
7/31/2013
1977
631
825
764
692
619
612
922
285
846
1,355
1,269
601
1,259
920
1,125
1,032
1,303
(75)
7/31/2013
1986
(68)
7/31/2013
1989
(77)
7/31/2013
1999
(63)
7/31/2013
1995
(45)
7/31/2013
1972
(45)
7/31/2013
1980
(76)
7/31/2013
1980
(43)
6/27/2013
1985
(108)
6/27/2013
1995
(185)
7/31/2013
1976
(185)
7/31/2013
1980
(89)
6/27/2013
1981
(184)
7/31/2013
2008
(92)
7/31/2013
1975
(113)
7/31/2013
1978
(122)
7/31/2013
1979
(154)
7/31/2013
1976
Initial Costs (1)
City
State
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Odessa
Odessa
Odessa
Odessa
Pecos
San Angelo
San Angelo
Stamford
Cedar City
Kanab
Ashland
Bedford
Chester
TX
TX
TX
TX
TX
TX
TX
TX
UT
UT
VA
VA
VA
Christiansburg
VA
Clifton Forge
VA
Colonial
Heights
Hampton
Hopewell
VA
VA
VA
Newport News
VA
Newport News
VA
Petersburg
Richmond
Richmond
Abbotsford
Antigo
Clintonville
Eagle River
Hayward
Merrill
Neillsville
Plover
Schofield
VA
VA
VA
WI
WI
WI
WI
WI
WI
WI
WI
WI
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
588
572
627
457
387
214
268
38
52
52
589
548
473
494
287
311
641
707
394
394
378
666
311
159
45
208
28
51
83
35
85
106
882
572
766
685
719
641
624
115
361
210
1,093
670
1,104
918
861
311
345
864
591
591
701
814
311
195
252
69
159
205
531
106
199
196
F-171
—
—
—
—
—
(183)
(266)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
100
—
—
—
(100)
—
100
—
1,470
1,144
1,393
1,142
1,106
672
626
153
413
262
1,682
1,218
1,577
1,412
1,148
622
986
(161)
7/31/2013
1972
(104)
7/31/2013
1976
(140)
7/31/2013
1979
(125)
7/31/2013
1976
(131)
7/31/2013
1974
(18)
7/31/2013
1977
(15)
7/31/2013
1980
(21)
7/31/2013
1995
(71)
6/27/2013
1978
(38)
7/31/2013
1989
(199)
7/31/2013
1989
(122)
7/31/2013
1977
(201)
7/31/2013
1983
(167)
7/31/2013
1982
(157)
7/31/2013
1978
(57)
7/31/2013
1991
(63)
7/31/2013
1977
1,571
(158)
7/31/2013
1985
985
985
1,079
1,480
622
354
397
277
187
256
514
141
384
302
(108)
7/31/2013
1969
(108)
7/31/2013
1970
(128)
7/31/2013
1979
(149)
7/31/2013
1978
(57)
7/31/2013
1991
(36)
7/31/2013
1980
(52)
7/31/2013
1997
(13)
7/31/2013
1978
(29)
7/31/2013
1991
(37)
7/31/2013
1993
(70)
7/31/2013
1980
(19)
7/31/2013
1995
(41)
7/31/2013
1995
(36)
7/31/2013
1987
Property
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Property
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
Pizza Hut/
WingStreet
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
PLS Check
Cashers
City
State
Stevens Point
WI
Tomahawk
Waupaca
WI
WI
Beckley
WV
Huntington
WV
Mesa
Phoenix
Tucson
Compton
Calumet Park
Chicago
Dallas
Dallas
Fort Worth
AZ
AZ
AZ
CA
IL
IL
TX
TX
TX
Grand Prairie
TX
Houston
Mesquite
Kenosha
TX
TX
WI
NJ
PNC Bank
Woodbury
PNC Bank
Cincinnati
OH
Pollo Tropical
Davie
Pollo Tropical
Fort
Lauderdale
Pollo Tropical
Lake Worth
Ponderosa
Scottsburg
Popeyes
Brandon
Popeyes
Carol City
Popeyes
Jacksonville
Popeyes
Lakeland
Popeyes
Miami
Popeyes
Orlando
Popeyes
Pensacola
Popeyes
Starke
FL
FL
FL
IN
FL
FL
FL
FL
FL
FL
FL
FL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
130
35
61
160
190
187
288
264
475
306
451
197
169
187
385
158
261
190
465
195
280
190
280
430
776
423
781
830
220
782
301
380
390
81
91
131
4
759
677
800
107
1,003
127
1,356
1,180
1,473
1,056
1,293
1,388
693
2,633
538
1,490
1,242
1,182
141
961
1,090
955
830
330
955
673
—
F-172
Costs
Capitalized
Subsequent
to
Acquisition
(2)
100
—
35
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
620
116
187
291
194
946
965
1,064
582
1,309
578
1,553
1,349
1,660
1,441
1,451
1,649
883
3,098
733
1,770
1,432
1,462
571
1,737
1,513
1,736
1,660
550
1,737
974
380
(80)
7/31/2013
1995
(15)
7/31/2013
1986
(20)
7/31/2013
1991
(24)
7/31/2013
1977
(1)
7/31/2013
1995
(154)
2/7/2014
2006
(130)
2/7/2014
2006
(168)
2/7/2014
2005
(52)
2/7/2014
2005
(200)
2/7/2014
2005
(63)
2/7/2014
2001
(216)
2/7/2014
1983
(190)
2/7/2014
2003
(227)
2/7/2014
2003
(168)
2/7/2014
1971
(189)
2/7/2014
2005
(238)
2/7/2014
2006
(122)
2/7/2014
2005
(444)
1/8/2014
1971
(92)
1/8/2014
1979
(285)
6/27/2013
1995
(238)
6/27/2013
1995
(227)
6/27/2013
1995
(29)
6/27/2013
1985
(189)
6/27/2013
1978
(179)
1/8/2014
1979
(174)
7/31/2013
1955
(151)
7/31/2013
1999
(60)
7/31/2013
1962
(174)
7/31/2013
2004
(111)
1/8/2014
2001
— 6/27/2013
1995
Property
City
State
Popeyes
Popeyes
Tampa
Tampa
FL
FL
Popeyes
Winter Haven
FL
Popeyes
Thomasville
GA
Popeyes
Valdosta
GA
Popeyes
Baton Rouge
LA
Popeyes
Bayou Vista
Popeyes
Eunice
Popeyes
Franklin
Popeyes
Lafayette
Popeyes
Lafayette
Popeyes
Marksville
Popeyes
Ferguson
Popeyes
St. Louis
Popeyes
St. Louis
Popeyes
Greenville
Popeyes
Grenada
Popeyes
Popeyes
Omaha
Omaha
Popeyes
Eatontown
Popeyes
Austin
LA
LA
LA
LA
LA
LA
MO
MO
MO
MS
MS
NE
NE
NJ
TX
Popeyes
Channelview
TX
Popeyes
Houston
Popeyes
Houston
Popeyes
Houston
Popeyes
Houston
Popeyes
Nederland
Popeyes
Orange
Popeyes
Port Arthur
TX
TX
TX
TX
TX
TX
TX
Popeyes
Newport News
VA
Popeyes
Portsmouth
Price Rite
Rochester
VA
NY
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,080
216
673
484
110
240
323
375
382
283
434
473
487
128
248
288
513
77
343
264
651
1,216
220
190
295
111
278
445
456
408
381
369
569
508
1,065
1,001
705
599
394
709
891
538
899
901
1,129
383
460
431
977
458
515
615
796
533
401
452
241
166
227
668
847
589
217
230
3,594
F-173
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
724
1,738
1,485
815
839
717
1,084
1,273
821
1,333
1,374
1,616
511
708
719
(84)
1/8/2014
1981
(209)
6/27/2013
1976
(196)
6/27/2013
1976
(135)
6/27/2013
1995
(115)
6/27/2013
1995
(72)
7/31/2013
1999
(139)
6/27/2013
1985
(163)
7/31/2013
1986
(106)
6/27/2013
1985
(176)
6/27/2013
1993
(177)
6/27/2013
1996
(222)
6/27/2013
1987
(70)
7/31/2013
1984
(90)
6/27/2013
1959
(79)
7/31/2013
1978
1,490
(192)
6/27/2013
1984
535
858
879
1,447
1,749
621
642
536
277
505
1,113
1,303
997
598
599
(76)
1/8/2014
2007
(94)
7/31/2013
1996
(112)
7/31/2013
1985
(145)
7/31/2013
1987
(105)
6/27/2013
1996
(77)
6/27/2013
1995
(87)
6/27/2013
1995
(44)
7/31/2013
1976
(30)
7/31/2013
1976
(41)
7/31/2013
1978
(122)
7/31/2013
1988
(155)
7/31/2013
1984
(116)
6/27/2013
1984
(43)
6/27/2013
2002
(45)
6/27/2013
2002
4,163
(997)
9/27/2012
1965
Property
City
State
Publix
Birmingham
AL
Pulte Mortgage
Englewood
PWP Induestries,
Inc.
Kinston
Qdoba Mexican
Grill
Qdoba Mexican
Grill
Quincy's Family
Steakhouse
Flint
Grand Blanc
Monroe
RaceTrac
Bessemer
RaceTrac
Mobile
RaceTrac
Bellview
RaceTrac
Jacksonville
RaceTrac
Leesburg
RaceTrac
Atlanta
RaceTrac
Denton
RaceTrac
Houston
RaceTrac
Houston
Rally's
Rally's
Rally's
Rally's
Rally's
Rally's
Rally's
Rally's
Rally's
Rancho Grande
Grill
RealTime Logic
Indianapolis
Indianapolis
Indianapolis
Kokomo
Muncie
Harvey
LA
New Orleans
LA
New Orleans
LA
Hamtramck
Andalusia
Colorado
Springs
Reckitt Benckiser
Chester
Red Lobster
Edmonton
Red Lobster
Edmonton
Red Lobster
Birmingham
Red Lobster
Decatur
Red Lobster
Dothan
CO
NC
MI
MI
NC
AL
AL
FL
FL
FL
GA
TX
TX
TX
IN
IN
IN
IN
IN
MI
AL
CO
NJ
AB
AB
AL
AL
AL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
934
6,377
165
7,476
(987)
2/7/2014
2004
2,563
22,026
—
—
8,930
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
569
110
165
560
761
580
684
1,065
1,188
1,025
1,030
1,209
1,203
210
1,168
1,168
290
310
420
450
220
230
94
1,100
5,500
886
—
—
—
—
—
2,360
2,585
—
1,100
726
8,307
990
935
458
2,624
1,317
3,831
2,863
2,711
1,511
2,645
1,204
1,509
1,514
—
—
548
1,196
870
1,691
1,018
1,020
251
8,932
7,972
555
450
741
686
1,244
F-174
1
—
—
—
(245)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
24,590
(3,460)
11/5/2013
2009
8,876
1,100
1,100
773
3,385
1,897
4,515
3,928
3,899
2,536
3,675
2,413
2,712
1,724
1,168
1,168
838
1,506
1,290
2,141
1,238
1,250
345
(1,635)
3/28/2014
1995
(264)
3/29/2013
2006
(250)
3/29/2013
2006
(33)
7/31/2013
1978
(413)
2/7/2014
2003
(207)
2/7/2014
1998
(626)
2/7/2014
2007
(505)
2/7/2014
2011
(484)
2/7/2014
2007
(252)
2/7/2014
2004
(396)
2/7/2014
2003
(185)
2/7/2014
1995
(233)
2/7/2014
1997
(290)
6/27/2013
1995
— 7/31/2013
2005
— 7/31/2013
2005
(105)
6/27/2013
1995
(229)
6/27/2013
1995
(167)
6/27/2013
1995
(324)
6/27/2013
1995
(195)
6/27/2013
1995
(196)
6/27/2013
1995
(51)
6/27/2013
2004
10,032
(3,145)
5/9/2014
2005
8,858
2,915
3,035
741
1,786
1,970
(1,683)
8/16/2012
2006
(87)
7/28/2014
1990
(85)
7/28/2014
1990
(97)
7/28/2014
1972
(105)
7/28/2014
1993
(120)
7/28/2014
1979
Property
City
State
Red Lobster
Florence
Red Lobster
Huntsville
AL
AL
Red Lobster
Montgomery
AL
Red Lobster
Vestavia Hills
AL
Red Lobster
Fayetteville
Red Lobster
Fort Smith
Red Lobster
Hot Springs
Red Lobster
Little Rock
Red Lobster
North Little
Rock
Red Lobster
Pine Bluff
Red Lobster
Rogers
Red Lobster
Chandler
Red Lobster
Flagstaff
Red Lobster
Gilbert
Red Lobster
Phoenix
Red Lobster
Surprise
Red Lobster
Tucson
Red Lobster
Bakersfield
Red Lobster
Chico
Red Lobster
Chula Vista
Red Lobster
Fremont
Red Lobster
Inglewood
Red Lobster
Oceanside
Red Lobster
Ontario
Red Lobster
Palm Desert
Red Lobster
Riverside
Red Lobster
San
Bernardino
Red Lobster
San Bruno
Red Lobster
San Diego
Red Lobster
Torrance
Red Lobster
Red Lobster
Valencia
Colorado
Springs
AR
AR
AR
AR
AR
AR
AR
AZ
AZ
AZ
AZ
AZ
AZ
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CO
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
974
1,098
1,034
1,257
1,135
1,643
928
1,942
999
226
1,398
—
891
—
1,038
—
—
—
717
—
1,638
—
—
1,304
1,132
914
838
—
—
1,850
—
—
908
2,330
1,413
1,417
1,248
1,228
1,593
725
1,906
1,194
2,069
252
514
460
350
565
676
731
1,146
1,671
564
2,211
1,529
2,238
1,321
2,459
1,870
1,611
1,113
1,579
841
1,512
F-175
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,882
3,428
2,447
2,674
2,383
2,871
2,521
2,667
2,905
1,420
3,467
252
1,405
460
1,388
565
676
731
1,863
1,671
2,202
2,211
1,529
3,542
2,453
3,373
2,708
1,611
1,113
3,429
841
1,512
(119)
7/28/2014
1990
(177)
7/28/2014
1975
(133)
7/28/2014
1983
(112)
7/28/2014
1972
(104)
7/28/2014
1984
(125)
7/28/2014
1980
(167)
7/28/2014
1994
(84)
7/28/2014
1977
(163)
7/28/2014
1981
(140)
7/28/2014
1995
(194)
7/28/2014
2008
(91)
7/28/2014
2000
(100)
7/28/2014
1996
(117)
7/28/2014
2007
(61)
7/28/2014
1982
(131)
7/28/2014
2003
(131)
7/28/2014
2009
(150)
7/28/2014
2003
(133)
7/28/2014
1994
(199)
7/28/2014
1988
(72)
7/28/2014
1984
(297)
7/28/2014
2007
(190)
7/28/2014
2010
(190)
7/28/2014
2003
(153)
7/28/2014
2012
(187)
7/28/2014
1988
(169)
7/28/2014
1988
(264)
7/28/2014
1992
(275)
7/28/2014
1988
(131)
7/28/2014
1988
(215)
7/28/2014
1988
(190)
7/28/2014
2004
Property
City
State
Red Lobster
Fort Collins
CO
Red Lobster
Bridgeport
Red Lobster
Danbury
Red Lobster
Newark
Red Lobster
Talleyville
Red Lobster
Red Lobster
Altamonte
Springs
Boynton
Beach
Red Lobster
Fort Pierce
Red Lobster
Hollywood
Red Lobster
Kissimmee
Red Lobster
Leesburg
Red Lobster
Miami
Red Lobster
Orlando
Red Lobster
Orlando
Red Lobster
Panama City
Red Lobster
Pembroke
Pines
Red Lobster
Plantation
CT
CT
DE
DE
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Red Lobster
Port Charlotte
FL
Red Lobster
Sebring
FL
Red Lobster
Winter Haven
FL
Red Lobster
Athens
Red Lobster
Augusta
Red Lobster
Austell
Red Lobster
Buford
Red Lobster
Canton
Red Lobster
Cartersville
Red Lobster
Columbus
Red Lobster
Conyers
Red Lobster
Dalton
Red Lobster
Decatur
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
Red Lobster
Douglasville
GA
Red Lobster
Jonesboro
GA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
828
1,360
—
—
—
1,201
1,212
—
618
—
—
721
—
—
1,728
—
479
1,975
1,476
1,003
1,055
669
877
—
1,315
596
594
956
549
775
1,102
1,356
1,049
323
159
1,515
1,877
1,674
1,631
1,491
2,282
1,364
1,262
1,062
1,188
1,899
1,515
3,126
1,733
1,516
1,487
2,217
2,027
1,301
1,092
2,638
1,647
1,386
1,957
3,144
2,045
1,873
1,161
1,678
F-176
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,188
(132)
7/28/2014
1983
323
159
1,515
3,078
2,886
1,631
2,109
2,282
1,364
1,983
1,062
1,188
3,627
1,515
3,605
3,708
2,992
2,490
3,272
2,696
2,178
1,092
3,953
2,243
1,980
2,913
3,693
2,820
2,975
2,517
2,727
(95)
7/28/2014
1996
(68)
7/28/2014
1996
(237)
7/28/2014
2006
(171)
7/28/2014
1991
(150)
7/28/2014
1986
(227)
7/28/2014
2008
(156)
7/28/2014
1995
(329)
7/28/2014
2003
(243)
7/28/2014
2002
(135)
7/28/2014
1990
(220)
7/28/2014
2003
(235)
7/28/2014
1989
(143)
7/28/2014
1974
(211)
7/28/2014
1976
(246)
7/28/2014
1987
(163)
7/28/2014
1989
(148)
7/28/2014
1990
(140)
7/28/2014
1992
(156)
7/28/2014
1972
(147)
7/28/2014
1971
(108)
7/28/2014
1971
(166)
7/28/2014
2001
(225)
7/28/2014
2000
(164)
7/30/2014
2000
(142)
7/28/2014
1996
(182)
7/28/2014
2005
(256)
7/28/2014
2000
(173)
7/28/2014
1995
(143)
7/28/2014
1973
(124)
7/28/2014
1991
(128)
7/28/2014
1972
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Red Lobster
Kennesaw
Red Lobster
Newnan
Red Lobster
Perry
Red Lobster
Rome
Red Lobster
Roswell
Red Lobster
Savannah
Red Lobster
Smyrna
Red Lobster
Snellville
Red Lobster
Tucker
Red Lobster
Ames
Red Lobster
Cedar Rapids
Red Lobster
Davenport
Red Lobster
West Des
Moines
Red Lobster
Boise
Red Lobster
Pocatello
Red Lobster
Alton
Red Lobster
Aurora
Red Lobster
Bloomingdale
Red Lobster
Chicago
Red Lobster
Red Lobster
Red Lobster
Danville
Downers
Grove
Fairview
Heights
Red Lobster
Forsyth
Red Lobster
Gurnee
Red Lobster
Marion
Red Lobster
Matteson
Red Lobster
Norridge
Red Lobster
Oak Lawn
Red Lobster
Orland Park
Red Lobster
Peru
Red Lobster
Schaumburg
Red Lobster
Springfield
GA
GA
GA
GA
GA
GA
GA
GA
GA
IA
IA
IA
IA
ID
ID
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,382
1,063
351
961
2,358
475
1,090
887
—
789
—
619
1,033
—
—
1,251
1,598
1,165
1,064
253
1,694
—
—
1,735
399
962
—
1,825
1,046
339
—
1,205
1,802
1,547
1,839
911
354
2,236
1,677
2,223
1,718
1,133
495
2,896
2,358
714
773
1,854
782
1,309
2,422
1,580
1,854
1,806
1,083
2,286
2,399
2,212
929
2,316
2,489
1,169
665
1,253
F-177
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,184
2,610
2,190
1,872
2,712
2,711
2,767
3,110
1,718
1,922
495
3,515
3,391
714
773
3,105
2,380
2,474
3,486
1,833
3,548
1,806
1,083
4,021
2,798
3,174
929
4,141
3,535
1,508
665
2,458
(156)
7/28/2014
1987
(155)
7/28/2014
1999
(174)
7/28/2014
1996
(96)
7/28/2014
1979
(60)
7/28/2014
1981
(165)
7/28/2014
1971
(143)
7/28/2014
1983
(189)
7/28/2014
1992
(240)
7/28/2014
1973
(134)
7/28/2014
1995
(135)
7/28/2014
1981
(214)
7/28/2014
1975
(181)
7/28/2014
1975
(144)
7/28/2014
1988
(221)
7/28/2014
1994
(155)
7/28/2014
1983
(82)
7/28/2014
1979
(117)
7/28/2014
1981
(185)
7/28/2014
1980
(162)
7/28/2014
1991
(167)
7/30/2014
1990
(447)
7/28/2014
1972
(179)
7/28/2014
1975
(176)
7/28/2014
1980
(208)
7/28/2014
1992
(164)
7/28/2014
1976
(248)
7/28/2014
1979
(171)
7/28/2014
1975
(192)
7/28/2014
1980
(130)
7/28/2014
1995
(125)
7/28/2014
1976
(120)
7/28/2014
1977
Property
City
State
Red Lobster
West Dundee
Red Lobster
Anderson
Red Lobster
Avon
Red Lobster
Columbus
Red Lobster
Elkhart
Red Lobster
Evansville
Red Lobster
Fort Wayne
Red Lobster
Kokomo
Red Lobster
Merrillville
IL
IN
IN
IN
IN
IN
IN
IN
IN
Red Lobster
Michigan City
IN
Red Lobster
Mishawaka
Red Lobster
Muncie
Red Lobster
Richmond
Red Lobster
Terre Haute
Red Lobster
Topeka
IN
IN
IN
IN
KS
Red Lobster
Elizabethtown
KY
Red Lobster
Lexington
Red Lobster
Louisville
Red Lobster
Owensboro
KY
KY
KY
Red Lobster
St. Matthews
KY
Red Lobster
Baton Rouge
LA
Red Lobster
Monroe
Red Lobster
Winnipeg
Red Lobster
Annapolis
Red Lobster
Frederick
LA
MB
MD
MD
Red Lobster
Hagerstown
MD
Red Lobster
Lanham
MD
Red Lobster
Owings Mills
MD
Red Lobster
Salisbury
Red Lobster
Suitland
Red Lobster
Battle Creek
Red Lobster
Bay City
MD
MD
MI
MI
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
197
813
—
615
616
587
567
394
568
330
593
627
371
1,066
754
866
—
893
815
1,640
—
455
1,664
—
—
2,195
1,272
864
1,435
1,657
3,357
2,985
1,835
3,197
2,233
2,205
1,427
1,416
2,640
2,211
401
1,094
1,350
1,485
1,841
1,535
2,022
489
644
319
1,044
1,755
—
—
1,070
1,090
202
168
455
229
1,868
3,112
1,827
1,620
F-178
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,392
2,085
864
2,050
2,273
3,944
3,552
2,229
3,765
2,563
2,798
2,054
1,787
3,706
2,965
1,267
1,094
2,243
2,300
3,481
1,535
2,477
2,153
644
319
(172)
7/28/2014
1982
(119)
7/28/2014
1982
(179)
7/28/2014
2001
(143)
7/28/2014
1991
(211)
9/19/2014
1993
(243)
7/28/2014
1972
(217)
7/28/2014
1973
(151)
7/28/2014
1980
(230)
7/28/2014
1979
(189)
7/28/2014
1992
(169)
7/28/2014
1974
(104)
7/28/2014
1975
(150)
7/28/2014
1996
(196)
7/28/2014
1972
(167)
7/28/2014
1972
(98)
7/28/2014
2003
(175)
7/28/2014
2011
(140)
7/28/2014
1991
(138)
7/28/2014
1982
(142)
7/28/2014
1972
(215)
7/28/2014
2011
(180)
7/28/2014
1991
(89)
7/28/2014
1989
(104)
7/28/2014
1985
(102)
7/28/2014
1997
2,799
(162)
7/28/2014
1992
455
229
2,938
4,202
2,029
1,788
(111)
7/28/2014
1980
(71)
7/28/2014
1989
(177)
7/28/2014
1992
(220)
7/28/2014
1975
(154)
7/28/2014
1979
(162)
7/28/2014
1993
Property
City
State
Red Lobster
Dearborn
Heights
Red Lobster
Flint
Red Lobster
Fort Gratiot
Red Lobster
Grandville
Red Lobster
Jackson
Red Lobster
Kentwood
Red Lobster
Lansing
Red Lobster
Livonia
Red Lobster
Mt. Pleasant
Red Lobster
Muskegon
Red Lobster
Novi
Red Lobster
Portage
Red Lobster
Saginaw
Red Lobster
Southgate
Red Lobster
Sterling
Heights
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
Red Lobster
Traverse City
MI
Red Lobster
Warren
Red Lobster
Westland
Red Lobster
Blaine
Red Lobster
Burnsville
Red Lobster
Mankato
Red Lobster
Rochester
Red Lobster
Roseville
Red Lobster
St. Cloud
Red Lobster
Branson
Red Lobster
Red Lobster
Bridgeton
Cape
Girardeau
MI
MI
MN
MN
MN
MN
MN
MN
MO
MO
MO
Red Lobster
Chesterfield
MO
Red Lobster
Crestwood
MO
Red Lobster
Jefferson City
MO
Red Lobster
Springfield
Red Lobster
St. Joseph
MO
MO
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
822
505
250
1,055
235
819
—
635
508
386
2,061
396
335
611
759
1,036
349
478
1,325
1,222
867
—
1,291
760
1,496
1,128
1,412
—
518
593
—
1,023
2,156
2,266
1,611
1,479
2,174
1,606
1,534
1,824
1,346
2,028
1,847
2,496
1,961
2,531
3,215
1,121
2,656
2,551
1,896
2,381
1,642
1,674
1,298
2,770
1,074
2,003
1,103
1,762
1,466
1,092
1,510
1,002
F-179
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,978
2,771
1,861
2,534
2,409
2,425
1,534
2,459
1,854
2,414
3,908
2,892
2,296
3,142
3,974
2,157
3,005
3,029
3,221
3,603
2,509
1,674
2,589
3,530
2,570
3,131
2,515
1,762
1,984
1,685
1,510
2,025
(168)
7/28/2014
1975
(179)
7/28/2014
1976
(174)
7/28/2014
2002
(165)
7/28/2014
2001
(171)
7/28/2014
1976
(134)
7/28/2014
1975
(215)
7/28/2014
1976
(165)
7/28/2014
1987
(144)
7/28/2014
1993
(170)
7/28/2014
1982
(163)
7/28/2014
1983
(188)
7/28/2014
1975
(158)
7/28/2014
1975
(214)
7/28/2014
1990
(248)
7/28/2014
1985
(135)
7/28/2014
1996
(198)
7/28/2014
1975
(192)
7/28/2014
1975
(152)
7/28/2014
1980
(174)
7/30/2014
1980
(164)
7/28/2014
1993
(202)
7/28/2014
1987
(102)
7/28/2014
1975
(214)
7/28/2014
1990
(93)
7/30/2014
2000
(158)
7/28/2014
1973
(132)
7/28/2014
1994
(269)
7/28/2014
1973
(122)
7/28/2014
1975
(109)
7/28/2014
1995
(324)
7/28/2014
1972
(99)
7/28/2014
1979
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Red Lobster
St. Peters
Red Lobster
St.Louis
Red Lobster
Jackson
Red Lobster
Meridian
Red Lobster
Southaven
Red Lobster
Billings
Red Lobster
Asheville
Red Lobster
Burlington
Red Lobster
Cary
Red Lobster
Concord
Red Lobster
Fayetteville
Red Lobster
Greensboro
Red Lobster
Greenville
Red Lobster
Hickory
Red Lobster
Matthews
Red Lobster
Raleigh
Red Lobster
Bismarck
Red Lobster
Fargo
MO
MO
MS
MS
MS
MT
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
ND
ND
Red Lobster
Grand Forks
ND
Red Lobster
Kearney
Red Lobster
Lincoln
Red Lobster
Cherry Hill
Red Lobster
Delran
Red Lobster
Deptford
Red Lobster
Vineland
NE
NE
NJ
NJ
NJ
NJ
Red Lobster
Clovis
NM
Red Lobster
Farmington
NM
Red Lobster
Roswell
NM
Red Lobster
Amherst
Red Lobster
Brooklyn
Red Lobster
Colonie
Red Lobster
Henrietta
NY
NY
NY
NY
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,387
1,128
—
668
1,005
544
1,208
1,933
—
675
1,372
1,139
630
1,949
946
831
888
876
678
—
—
887
—
—
—
855
354
1,344
—
1,014
956
1,543
2,662
2,851
872
2,640
2,436
2,865
403
1,118
1,506
2,908
1,785
846
1,660
495
2,183
3,321
2,933
1,694
1,109
254
2,274
1,671
1,608
1,779
318
2,287
1,248
1,271
5,897
3,500
2,934
F-180
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,543
4,049
3,979
872
3,308
3,441
3,409
1,611
3,051
1,506
3,583
3,157
1,985
2,290
2,444
3,129
4,152
3,821
2,570
1,787
254
2,274
2,558
1,608
1,779
318
3,142
1,602
2,615
5,897
4,514
3,890
(338)
7/28/2014
1976
(193)
7/28/2014
1972
(216)
7/28/2014
1977
(147)
7/28/2014
1996
(189)
7/28/2014
1972
(214)
7/28/2014
1993
(215)
7/28/2014
1980
(107)
7/28/2014
2011
(130)
7/28/2014
1992
(255)
7/28/2014
2002
(196)
7/28/2014
1978
(142)
7/28/2014
1972
(115)
7/28/2014
1991
(142)
7/28/2014
1989
(115)
7/28/2014
2012
(159)
7/28/2014
1983
(241)
7/28/2014
1990
(222)
7/28/2014
1981
(166)
7/28/2014
1992
(132)
7/28/2014
1996
(64)
7/28/2014
1977
(370)
7/28/2014
1984
(154)
7/28/2014
1988
(277)
7/28/2014
1991
(227)
7/28/2014
1995
(89)
7/28/2014
1995
(200)
7/28/2014
1992
(141)
7/30/2014
1994
(131)
7/28/2014
1980
(846)
7/28/2014
2003
(256)
7/28/2014
1976
(224)
7/28/2014
1976
Property
City
State
Red Lobster
Hicksville
Red Lobster
Liverpool
NY
NY
Red Lobster
Poughkeepsie
NY
Red Lobster
Rochester
NY
Red Lobster
Ronkonkoma
NY
Red Lobster
Valley Stream
NY
Red Lobster
Vestal
Red Lobster
Watertown
Red Lobster
Yonkers
Red Lobster
Akron
NY
NY
NY
OH
Red Lobster
Beavercreek
OH
Red Lobster
Canton
Red Lobster
Cincinnati
Red Lobster
Cincinnati
Red Lobster
Cincinnati
Red Lobster
Columbus
Red Lobster
Red Lobster
Columbus
Cuyahoga
Falls
Red Lobster
Dublin
Red Lobster
Lancaster
Red Lobster
Lima
Red Lobster
Mansfield
Red Lobster
Maumee
Red Lobster
Mentor
Red Lobster
Miamisburg
Red Lobster
New
Philadelphia
Red Lobster
Niles
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
Red Lobster
North Olmsted
OH
Red Lobster
Parma
Red Lobster
Sandusky
OH
OH
Red Lobster
St. Clairsville
OH
Red Lobster
Toledo
OH
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
900
1,987
756
—
—
1,027
807
—
—
551
398
799
1,484
365
—
787
306
—
737
843
335
505
651
612
232
—
—
466
1,290
—
732
870
2,088
669
2,122
1,109
1,417
2,255
1,586
894
1,398
2,334
2,596
1,915
1,687
2,344
1,100
2,123
2,511
873
1,570
658
1,697
2,067
2,129
2,615
1,349
1,799
2,291
2,156
1,126
853
2,112
F-181
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
870
2,988
2,656
2,878
1,109
1,417
3,282
2,393
894
1,398
2,885
2,994
2,714
3,171
2,709
1,100
2,910
2,817
873
2,307
1,501
2,032
2,572
2,780
3,227
1,581
1,799
2,291
2,622
2,416
853
2,844
(152)
7/28/2014
1982
(168)
7/28/2014
1975
(79)
7/28/2014
1981
(190)
7/28/2014
1985
(191)
7/28/2014
2005
(252)
7/28/2014
1983
(178)
7/28/2014
1976
(164)
7/28/2014
1993
(159)
7/28/2014
2012
(231)
7/28/2014
1981
(203)
7/28/2014
1994
(186)
7/28/2014
1974
(138)
7/28/2014
1974
(128)
7/28/2014
1977
(173)
7/28/2014
1980
(202)
7/28/2014
2002
(158)
7/28/2014
1973
(181)
7/28/2014
1974
(141)
7/28/2014
1990
(145)
7/28/2014
1991
(100)
7/28/2014
1991
(136)
7/28/2014
1977
(167)
7/28/2014
1974
(165)
7/30/2014
1977
(178)
7/28/2014
1974
(139)
7/28/2014
1991
(257)
7/28/2014
1982
(286)
7/28/2014
1974
(162)
7/28/2014
1975
(116)
7/30/2014
1986
(213)
7/28/2014
1997
(172)
7/28/2014
1974
Property
City
State
Red Lobster
Wooster
OH
Red Lobster
Youngstown
OH
Red Lobster
Muskogee
OK
Red Lobster
Oklahoma City OK
Red Lobster
Oklahoma City OK
Red Lobster
Shawnee
Red Lobster
Tulsa
Red Lobster
Barrie
Red Lobster
Brampton
Red Lobster
Burlington
Red Lobster
Kitchener
Red Lobster
London
OK
OK
ON
ON
ON
ON
ON
Red Lobster
Niagara Falls
ON
Red Lobster
Oshawa
Red Lobster
Ottawa
ON
ON
Red Lobster
Scarborough
ON
Red Lobster
Sudbury
Red Lobster
Windsor
ON
ON
Red Lobster
Bartonsville
PA
Red Lobster
Chambersburg
PA
Red Lobster
Du Bois
Red Lobster
Erie
Red Lobster
Greensburg
Red Lobster
Hanover
Red Lobster
Johnstown
Red Lobster
Lancaster
Red Lobster
Langhorne
Red Lobster
Mechanicsbur
g
Red Lobster
Philadelphia
Red Lobster
Pittsburgh
Red Lobster
Pittsburgh
Red Lobster
Pittsburgh
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
200
214
399
610
800
437
847
1,815
1,249
1,884
1,397
1,502
1,094
955
1,686
2,910
1,149
870
—
694
317
600
748
446
789
—
979
676
—
—
1,352
1,641
1,205
2,477
1,707
2,681
1,960
1,744
2,084
317
1,396
1,652
554
649
1,402
775
938
1,260
645
648
2,389
1,212
981
1,800
2,432
1,870
1,799
2,968
2,735
2,656
1,902
1,379
1,190
1,096
F-182
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,405
2,691
2,106
3,291
2,760
2,181
2,931
2,132
2,645
3,536
1,951
2,151
2,496
1,730
2,624
4,170
1,794
1,518
2,389
1,906
1,298
2,400
3,180
2,316
2,588
2,968
3,714
3,332
1,902
1,379
2,542
2,737
(134)
7/28/2014
1995
(191)
7/28/2014
1982
(166)
7/28/2014
1995
(196)
7/28/2014
1980
(167)
7/28/2014
1991
(155)
7/28/2014
1995
(162)
7/28/2014
1976
(76)
7/28/2014
1986
(128)
7/28/2014
1986
(143)
7/28/2014
1985
(90)
7/28/2014
1986
(111)
7/28/2014
1986
(141)
7/28/2014
1986
(88)
7/28/2014
1986
(96)
7/28/2014
1986
(120)
7/28/2014
1985
(103)
7/28/2014
1989
(94)
7/28/2014
1983
(298)
7/28/2014
2010
(136)
7/28/2014
1991
(119)
7/28/2014
1995
(143)
7/28/2014
1987
(189)
7/28/2014
1989
(175)
7/28/2014
1995
(168)
7/28/2014
1993
(320)
7/28/2014
1977
(233)
7/28/2014
1996
(199)
7/28/2014
1976
(214)
7/28/2014
1977
(233)
7/28/2014
1976
(100)
7/28/2014
1977
(103)
7/28/2014
1987
Initial Costs (1)
Property
City
State
Red Lobster
Pottstown
Red Lobster
Scranton
Red Lobster
Springfield
PA
PA
PA
Red Lobster
State College
PA
Red Lobster
Washington
Red Lobster
Whitehall
Red Lobster
Aiken
Red Lobster
Columbia
Red Lobster
Florence
PA
PA
SC
SC
SC
Red Lobster
Myrtle Beach
SC
Red Lobster
Spartanburg
Red Lobster
Sumter
Red Lobster
Regina
Red Lobster
Saskatoon
Red Lobster
Chattanooga
Red Lobster
Clarksville
Red Lobster
Cookeville
Red Lobster
Jackson
Red Lobster
Memphis
Red Lobster
Mt. Juliet
Red Lobster
Sevierville
Red Lobster
Abilene
Red Lobster
Amarillo
Red Lobster
Brownsville
Red Lobster
Red Lobster
Burleson
College
Station
Red Lobster
Conroe
Red Lobster
Denton
Red Lobster
Duncanville
Red Lobster
El Paso
Red Lobster
El Paso
Red Lobster
Fort Worth
SC
SC
SK
SK
TN
TN
TN
TN
TN
TN
TN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Encumbrances
at
December 31,
2016
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Land
—
—
1,571
—
—
—
780
—
779
—
—
988
1,698
1,579
1,548
543
532
822
1,602
1,227
—
209
590
427
—
—
—
832
361
—
—
—
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Buildings,
Fixtures and
Improvements
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,115
1,563
2,344
1,026
694
2,155
1,247
918
1,506
462
1,136
1,117
548
1,359
2,575
2,223
1,205
1,427
2,290
773
1,062
1,976
2,342
1,638
356
643
557
2,044
2,658
414
883
239
F-183
1,115
1,563
3,915
1,026
694
2,155
2,027
918
2,285
462
1,136
2,105
2,246
2,938
4,123
2,766
1,737
2,249
3,892
2,000
1,062
2,185
2,932
2,065
356
643
557
2,876
3,019
414
883
239
(298)
7/28/2014
1995
(288)
7/28/2014
2001
(201)
7/28/2014
1983
(242)
7/28/2014
1999
(110)
7/28/2014
1976
(376)
7/28/2014
1977
(130)
7/28/2014
1991
(150)
7/28/2014
1980
(148)
7/28/2014
1990
(122)
7/28/2014
2006
(146)
7/28/2014
1973
(133)
7/28/2014
1995
(90)
7/28/2014
1989
(141)
7/28/2014
1990
(175)
7/28/2014
1972
(180)
7/28/2014
1990
(122)
7/28/2014
1995
(152)
7/28/2014
1995
(169)
7/28/2014
1972
(116)
7/28/2014
2009
(204)
7/28/2014
2002
(159)
7/30/2014
1980
(176)
7/28/2014
1976
(155)
7/28/2014
1990
(105)
7/28/2014
2003
(111)
7/28/2014
1983
(126)
7/28/2014
2011
(187)
7/28/2014
1991
(193)
7/28/2014
1974
(115)
7/28/2014
1976
(149)
7/28/2014
2008
(66)
7/28/2014
1982
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Red Lobster
Houston
Red Lobster
Houston
Red Lobster
Humble
Red Lobster
Killeen
Red Lobster
Laredo
Red Lobster
Lewisville
Red Lobster
Longview
Red Lobster
Lubbock
Red Lobster
Lufkin
Red Lobster
Mcallen
Red Lobster
Mcallen
Red Lobster
N. Richland
Hills
Red Lobster
Pasadena
Red Lobster
San Antonio
Red Lobster
San Antonio
Red Lobster
Sherman
Red Lobster
Sugar Land
Red Lobster
Texarkana
Red Lobster
Tyler
Red Lobster
Victoria
Red Lobster
Layton
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
UT
Red Lobster
Saint George
UT
Red Lobster
Bristol
VA
Red Lobster
Charlottesville
VA
Red Lobster
Chesapeake
Red Lobster
Colonial
Heights
VA
VA
Red Lobster
Fredericksburg
VA
Red Lobster
Harrisonburg
VA
Red Lobster
Manassas
Red Lobster
Midlothian
Red Lobster
Sterling
Red Lobster
Winchester
VA
VA
VA
VA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
960
—
732
—
1,087
324
1,103
15
1,175
960
493
675
—
474
675
—
73
884
478
1,577
797
816
—
1,262
1,095
1,088
465
1,800
—
—
—
399
1,833
1,087
1,935
819
1,626
2,625
1,494
1,732
2,280
1,647
2,889
928
963
1,491
1,923
708
2,148
1,755
1,905
1,333
1,387
1,175
1,021
1,374
1,409
1,971
1,369
941
655
646
357
F-184
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
399
2,793
1,087
2,667
819
2,713
2,949
2,597
1,747
3,455
2,607
3,382
1,603
963
1,965
2,598
708
2,221
2,639
2,383
2,910
2,184
1,991
1,021
2,636
2,504
3,059
1,834
2,741
655
646
357
(111)
7/28/2014
1974
(149)
7/28/2014
1981
(160)
7/28/2014
1980
(172)
7/28/2014
1991
(167)
7/28/2014
2003
(128)
7/28/2014
1973
(202)
7/28/2014
1981
(127)
7/28/2014
1976
(165)
7/28/2014
1996
(183)
7/28/2014
1981
(176)
7/28/2014
2010
(215)
7/28/2014
1978
(88)
7/28/2014
1978
(121)
7/28/2014
1974
(137)
7/28/2014
1984
(180)
7/28/2014
1990
(112)
7/28/2014
1981
(183)
7/28/2014
1986
(149)
7/28/2014
1982
(159)
7/28/2014
1984
(148)
7/28/2014
1993
(149)
7/28/2014
1996
(128)
7/28/2014
2005
(144)
7/28/2014
1986
(125)
7/28/2014
1992
(150)
7/28/2014
1993
(176)
7/28/2014
1991
(150)
7/28/2014
1993
(111)
7/28/2014
1993
(150)
7/28/2014
2003
(146)
7/28/2014
2001
(103)
7/28/2014
2006
Property
City
State
Red Lobster
Woodbridge
VA
Red Lobster
Olympia
Red Lobster
Silverdale
Red Lobster
Spokane
WA
WA
WA
Red Lobster
Ashwaubenon WI
Red Lobster
Eau Claire
Red Lobster
Greenfield
Red Lobster
Mt. Pleasant
Red Lobster
Wauwatosa
WI
WI
WI
WI
Red Lobster
Charleston
WV
Red Lobster
Huntington
WV
Red Lobster
Morgantown
WV
Red Lobster
Parkersburg
WV
Red Lobster
Casper
Red Lobster
Cheyenne
Red Oak Village
San Marcos
Reef Services,
LLC
Gainesville
Rite Aid
Talladega
Rite Aid
Bear
Rite Aid
Tucker
WY
WY
TX
TX
AL
DE
GA
Rite Aid
Jeffersonville
IN
Rite Aid
Lawrenceburg
KY
Rite Aid
Lexington
Rite Aid
Paris
Rite Aid
Scottsville
Rite Aid
Stanford
Rite Aid
Adams
Rite Aid
Bangor
Rite Aid
Rite Aid
Buxton
Dover-
Foxcroft
KY
KY
KY
KY
MA
ME
ME
ME
Rite Aid
Fort Fairfield
ME
Rite Aid
Fort Kent
ME
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,052
2,096
—
1,661
—
1,270
527
1,823
856
1,524
—
344
1,252
654
1,014
1,514
596
501
1,427
1,116
1,534
1,673
1,773
997
1,100
2,552
1,477
1,447
1,337
640
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,148
596
2,162
1,427
2,386
2,061
3,496
2,629
2,521
1,100
2,896
2,729
2,101
2,351
2,154
(175)
7/28/2014
1989
(169)
7/28/2014
1995
(90)
7/28/2014
1993
(205)
7/28/2014
2009
(107)
7/28/2014
1975
(146)
7/28/2014
1982
(135)
7/28/2014
1975
(192)
7/28/2014
2012
(98)
7/28/2014
1975
(205)
7/28/2014
2003
(211)
7/28/2014
1985
(160)
7/28/2014
2009
(157)
7/28/2014
1994
(166)
7/28/2014
2011
(56)
7/28/2014
1992
12,480
5,287
20,357
171
25,815
(3,006)
2/7/2014
2006
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
86
377
851
793
824
567
—
743
153
152
300
724
—
256
117
387
285
1,311
2,702
1,419
2,472
2,267
1,943
2,228
2,904
2,886
1,200
2,896
—
—
—
—
—
—
—
—
—
—
—
—
—
2,131
—
—
—
2,659
1,821
2,064
F-185
371
1,688
3,553
2,212
3,296
2,834
1,943
2,971
3,057
3,038
1,500
3,620
2,131
2,915
1,938
2,451
(33)
6/25/2014
2009
(236)
1/8/2014
1997
(494)
1/8/2014
1999
(255)
1/8/2014
1996
(612)
11/30/2012
2008
(561)
11/30/2012
2008
(481)
11/30/2012
2007
(552)
11/30/2012
2008
(719)
11/30/2012
2007
(714)
11/30/2012
2009
(249)
7/30/2013
1958
(464)
5/19/2014
1998
(270)
5/19/2014
1997
(488)
1/8/2014
1999
(336)
1/8/2014
1998
(371)
1/8/2014
1999
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Rite Aid
Van Buren
ME
Rite Aid
Bay City
Rite Aid
Burton
Rite Aid
West Branch
Rite Aid
Burlington
Rite Aid
Rite Aid
Wilson
Bristol
Rite Aid
Winchester
MI
MI
MI
NC
NC
NH
NH
Rite Aid
Cheektowaga
NY
Rite Aid
Rite Aid
Genoa
Lima
Rite Aid
Louisville
Rite Aid
Marion
Rite Aid
St. Marys
Rite Aid
Warren
OH
OH
OH
OH
OH
OH
Rite Aid
Wheelersburg
OH
Rite Aid
Meadville
Rite Aid
Philadelphia
Rite Aid
Spartanburg
PA
PA
SC
Rite Aid
Travelers Rest
SC
Rite Aid
Memphis
TN
Rite Aid
Murfreesboro
TN
Rite Aid
Hayes
VA
Rite Aid
Huntington
WV
Road Ranger
Winnebago
IL
Rockwell Collins
Sterling
Ross
Ross
Highlands
Ranch
Austin
Rubbermaid
Winfield
Rubbermaid
Winfield
VA
CO
TX
KS
KS
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
115
463
128
418
973
573
395
343
436
405
576
576
508
581
668
361
193
633
894
882
266
454
812
964
707
1,720
1,629
2,541
1,280
2,726
1,337
1,461
1,868
3,466
1,845
2,304
3,266
2,877
2,322
2,670
1,444
2,521
2,531
3,575
3,527
1,062
1,817
3,247
2,250
3,202
4,285
29,802
3,475
2,850
—
—
658
819
4,795
2,631
15,555
12,725
1,056
20,060
Rubbermaid
Bowling Green OH
Rubbermaid
Brimfield
OH
—
—
714
13,564
1,552
29,495
F-186
—
—
(50)
70
—
—
52
—
—
—
—
—
—
—
—
65
—
—
—
—
54
—
—
—
—
—
—
700
—
—
—
—
1,835
2,092
2,619
1,768
3,699
1,910
1,908
2,211
3,902
2,250
2,880
3,842
3,385
2,903
3,338
1,870
2,714
3,164
4,469
4,409
1,382
2,271
4,059
3,214
3,909
(318)
1/8/2014
1998
(226)
6/24/2014
1996
(523)
7/26/2013
1999
(192)
6/23/2014
1996
(500)
1/8/2014
2000
(277)
7/30/2013
2002
(275)
1/8/2014
1997
(344)
1/8/2014
1998
(569)
2/7/2014
2000
(331)
1/8/2014
1998
(570)
11/13/2012
2006
(825)
10/31/2012
2008
(712)
11/13/2012
2006
(362)
5/19/2014
2005
(426)
5/19/2014
1999
(237)
5/19/2014
1998
(450)
1/8/2014
1999
(409)
5/19/2014
1999
(557)
5/19/2014
2004
(549)
5/19/2014
2005
(176)
5/19/2014
2000
(283)
5/19/2014
1999
(506)
5/19/2014
2005
(557)
11/30/2012
2008
(531)
2/7/2014
1998
34,087
(3,537)
6/30/2014
2011
7,645
3,989
(704)
2/7/2014
2007
(520)
5/19/2014
2002
16,374
(3,914)
11/28/2012
2012
21,116
(5,761)
4/25/2012
2008
14,278
(2,861)
7/29/2013
2013
31,047
(7,122)
1/31/2013
2012
Property
City
State
Encumbrances
at
December 31,
2016
Initial Costs (1)
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Buildings,
Fixtures and
Improvements
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Ruby Tuesday
Dillon
Ruby Tuesday
Bartow
Ruby Tuesday
Orlando
Ruby Tuesday
London
Ruby Tuesday
Somerset
Ryan's Buffet
Commerce
Ryan's Buffet
Rome
Ryan's Buffet
Asheville
CO
FL
FL
KY
KY
GA
GA
NC
Ryan's Buffet
Clarksburg
WV
Sam's Club
Hoover
Sam's Club
Colorado
Springs
AL
CO
Sam's Club
Douglasville
GA
Sam's Southern
Eatery
Santa Rosa
Commons
Schlotzsky's
Schmitz &
Schmitz
Kennesaw
Pace
Colorado
Springs
Gainesville
Scotts Company
Orrville
Scotts Company
Orrville
Scotts Company
Orrville
SCP Distributors
North Little
Rock
SCP Distributors
Knoxville
Sedwick Claims
Management Serv
Dublin
Select Energy
Services
Select Energy
Services
Select Energy
Services
Select Energy
Services
Select Energy
Services
Select Energy
Services
Select Energy
Services
Select Energy
Services
Damascus
Frierson
Alderson
Big Wells
Chireno
Cleburne
Dilley
Odessa
Senor Panchos
Orrville
Shale Tank Truck
Cleburne
GA
FL
CO
TX
OH
OH
OH
AR
TN
OH
AR
LA
OK
TX
TX
TX
TX
TX
OH
TX
1,628
1,916
—
1,493
1,120
1,470
1,848
—
—
(710)
(263)
—
(647)
(919)
1,261
2,204
(1,179)
—
1,639
(1,305)
Land
400
270
1,286
370
480
962
831
—
—
—
—
—
—
—
—
—
—
—
—
—
2,253
3,347
1,701
210
9,606
12,652
11,052
46
13,000
4,447
21,884
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
530
29
278
611
609
258
251
945
530
260
260
353
388
154
308
460
99
476
530
1,950
2,502
1,134
11,576
1,665
900
8,520
800
4,954
1,150
1,820
5,470
2,333
1,416
1,998
176
547
F-187
—
—
—
—
—
—
—
—
—
—
(9)
—
—
—
—
—
—
—
—
—
—
—
—
2,028
2,186
576
1,600
1,600
1,785
1,760
2,286
334
(323)
6/27/2013
1995
(380)
6/27/2013
1995
— 7/31/2013
1998
(122)
6/27/2013
1995
(222)
6/27/2013
1995
(122)
2/7/2014
1996
(124)
2/7/2014
1983
(155)
2/7/2014
1996
(21)
1/8/2014
2001
11,859
(1,354)
2/7/2014
1989
15,999
(1,756)
2/7/2014
1998
12,753
(1,429)
2/7/2014
1999
256
(9)
6/27/2013
1995
26,331
(3,054)
2/7/2014
2008
1,060
1,979
2,780
1,745
(104)
6/27/2013
1997
(188)
6/25/2014
1930
(655)
9/28/2012
1950
(308)
7/30/2012
1950
12,185
(3,148)
7/30/2012
2006
1,914
1,151
9,465
1,330
5,214
1,410
2,173
5,858
2,487
1,724
2,458
275
1,023
(156)
11/20/2014
2006
(100)
11/20/2014
2012
(1,041)
6/26/2014
1997
(171)
6/12/2014
2009
(565)
6/12/2014
2010
(164)
6/12/2014
2008
(209)
6/12/2014
2011
(618)
6/25/2014
2011
(269)
6/25/2014
2008
(170)
6/25/2014
2012
(253)
6/25/2014
1982
(36)
6/27/2013
1990
(69)
6/25/2014
2007
Property
City
State
Shale Tank Truck
Midland
Sherwin-Williams
Angola
Sherwin-Williams Muskegon
Sherwin-Williams
Ashtabula
Sherwin-Williams
Boardman
Shoney's
Gadsden
Shoney's
Oxford
Shoney's
Grayson
Shoney's
Grenada
Shoney's
Hattiesburg
Shoney's
Jackson
TX
IN
MI
OH
OH
AL
AL
KY
MS
MS
MS
Shoney's
Summerville
SC
Shoney's
Cookeville
TN
Shoney's
Lawrenceburg
TN
Shoney's
Charleston
Shoney's
Lewisburg
Shoney's
Princeton
Shoney's
Ripley
Shopko
Sierra Pines
L'Anse
The
Woodlands
Smokey Bones
Morrow
Smokey Bones
Pittsburgh
Sonic Drive-In
Wadesboro
Sonny's Real Pit
BBQ
Sonny's Real Pit
BBQ
Sonny's Real Pit
BBQ
Sonny's Real Pit
BBQ
Venice
Athens
Conyers
Marietta
Sovereign Bank
Linden
Sovereign Bank
Spaghetti
Warehouse
Spaghetti
Warehouse
Spaghetti
Warehouse
Kennett
Square
Marietta
Aurora
Elk Grove
Village
WV
WV
WV
WV
MI
TX
GA
PA
NC
FL
GA
GA
GA
NJ
PA
GA
IL
IL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
757
249
187
176
206
220
670
420
270
730
360
350
510
330
190
110
90
200
382
939
996
1,524
704
825
707
25
406
809
618
572
800
760
873
543
642
593
599
1,736
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,696
1,245
1,711
880
1,031
927
695
826
1,079
1,348
932
1,150
1,270
1,203
733
752
683
799
(124)
6/25/2014
2012
(146)
5/19/2014
2001
(234)
2/7/2014
2008
(83)
5/19/2014
2003
(98)
5/19/2014
2003
(140)
6/27/2013
1995
(5)
6/27/2013
1995
(81)
6/27/2013
1995
(148)
7/31/2013
1995
(122)
6/27/2013
1995
(113)
6/27/2013
1995
(159)
6/27/2013
1995
(151)
6/27/2013
1995
(173)
6/27/2013
1995
(108)
6/27/2013
1995
(127)
6/27/2013
1995
(118)
6/27/2013
1995
(119)
6/27/2013
1995
2,118
(268)
5/13/2014
2009
11,297
5,219
19,196
4,706
29,121
(1,006)
11/5/2013
2014
—
—
—
—
—
—
—
—
—
—
—
—
390
1,490
137
338
460
450
290
601
837
800
480
550
2,184
390
266
507
1,280
663
1,772
2,329
2,412
276
805
299
F-188
—
—
—
—
—
—
—
—
—
—
—
—
2,574
1,880
403
845
1,740
1,113
2,062
2,930
3,249
1,076
1,285
849
(433)
6/27/2013
1995
(80)
7/28/2014
2000
(52)
6/27/2013
2007
(104)
7/31/2013
1978
(254)
6/27/2013
1995
(131)
6/27/2013
1995
(351)
6/27/2013
1995
(386)
1/8/2014
1945
(401)
1/8/2014
1963
(55)
6/27/2013
1995
(160)
6/27/2013
1995
(59)
6/27/2013
1995
Property
Spaghetti
Warehouse
Spaghetti
Warehouse
Spaghetti
Warehouse
Spaghetti
Warehouse
Spaghetti
Warehouse
Spaghetti
Warehouse
Spaghetti
Warehouse
Spaghetti
Warehouse
City
State
Oklahoma City OK
Tulsa
Memphis
Arlington
Dallas
Houston
Plano
San Antonio
OK
TN
TX
TX
TX
TX
TX
Sprouts
Centennial
CO
St. Luke's Urgent
Care
Creve Coeur
MO
Staples
Staples
Staples
Pensacola
Helena
Houston
Steak 'n Shake
Tampa
Stearns Crossing
Bartlett
Stop & Shop
Levittown
Stop & Shop
Cranston
FL
MT
TX
FL
IL
PA
RI
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Portales
NM
Andrews
Brady
Brownsville
Carrizo
Springs
TX
TX
TX
TX
Corpus Christi
TX
Corpus Christi
TX
Corpus Christi
TX
Eagle Pass
Edinburg
Edinburg
Edinburg
TX
TX
TX
TX
Fort Stockton
TX
Haskell
Houston
TX
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
570
530
100
630
810
980
540
1,140
1,581
1,644
1,539
1,159
1,815
1,169
—
951
7,060
4,437
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,716
4,309
306
406
203
613
496
681
1,011
803
762
1,286
488
450
1,237
143
1,204
1,193
1,174
—
—
283
(383)
1,400
1,656
—
—
2,284
(1,575)
1,060
—
1,434
(1,063)
—
—
—
—
—
785
154
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,394
4,497
3,354
2,452
3,192
—
5,970
9,955
—
2,595
2,302
3,205
3,195
2,526
2,047
3,125
3,109
2,453
1,546
2,499
2,818
3,812
2,554
2,069
F-189
1,763
1,704
—
2,030
2,466
1,689
1,600
1,511
7,975
6,141
4,893
3,611
4,361
1,736
(237)
6/27/2013
1995
(233)
6/27/2013
1995
— 6/27/2013
1995
(278)
6/27/2013
1995
(328)
6/27/2013
1995
— 6/27/2013
1995
(210)
6/27/2013
1995
— 6/27/2013
1995
(1,044)
2/7/2014
2009
(758)
2/7/2014
2010
(444)
2/7/2014
2010
(345)
2/7/2014
2012
(425)
2/7/2014
2008
(4)
7/31/2013
1999
10,561
(1,146)
2/7/2014
1999
14,671
(1,553)
11/5/2013
1995
4,309
2,901
2,708
3,408
3,808
3,022
2,728
4,136
3,912
3,215
2,832
2,987
3,268
5,049
2,697
3,273
—
2/7/2014
2011
(452)
2/7/2014
2010
(501)
2/15/2013
2008
(513)
2/7/2014
2007
(524)
2/7/2014
2007
(453)
2/7/2014
2010
(342)
2/7/2014
2007
(516)
2/7/2014
2007
(514)
2/7/2014
2007
(412)
2/7/2014
2009
(262)
2/7/2014
1999
(444)
2/7/2014
2007
(419)
2/7/2014
2007
(736)
2/7/2014
2010
(442)
2/7/2014
2010
(334)
2/7/2014
2007
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
La Feria
Laredo
Laredo
Midland
Mission
Mission
Odessa
Odessa
Pharr
Ranchito
Rio Hondo
San Angelo
San Angelo
Subway
Knoxville
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TN
Sun Trust Bank
Coral Springs
FL
Sun Trust Bank
Destin
Sun Trust Bank
Dunedin
Sun Trust Bank
Dunnellon
Sun Trust Bank
Kissimmee
Sun Trust Bank
Lake Wales
Sun Trust Bank
Lakeland
Sun Trust Bank
Melbourne
Sun Trust Bank
North Port
Sun Trust Bank
Palm Harbor
Sun Trust Bank
Plant City
Sun Trust Bank
Port Orange
Sun Trust Bank
Port Orange
Sun Trust Bank
S. Daytona
Beach
Sun Trust Bank
Tallahassee
Sun Trust Bank
West Palm
Beach
Sun Trust Bank
Atlanta
Sun Trust Bank
Atlanta
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
GA
GA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
219
581
626
1,098
742
1,007
301
803
281
498
293
772
1,006
160
654
572
479
82
1,167
671
598
464
460
535
751
590
563
592
828
1,026
1,018
1,435
1,970
2,367
2,338
4,857
550
3,178
2,895
3,596
2,531
2,671
2,640
4,025
3,277
349
1,525
1,717
1,917
463
778
671
1,110
1,392
1,381
1,249
1,753
1,095
1,314
1,099
1,933
1,026
1,527
478
F-190
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,189
2,948
2,964
5,955
1,292
4,185
3,196
4,399
2,812
3,169
2,933
4,797
4,283
509
2,179
2,289
2,396
545
1,945
1,342
1,708
1,856
1,841
1,784
2,504
1,685
1,877
1,691
2,761
2,052
2,545
1,913
(429)
2/15/2013
2008
(418)
2/7/2014
2010
(420)
2/7/2014
2010
(794)
2/7/2014
2006
(87)
2/7/2014
1986
(490)
2/7/2014
2003
(480)
2/7/2014
2011
(857)
2/7/2014
1998
(551)
2/15/2013
1995
(436)
2/7/2014
2010
(575)
2/15/2013
2008
(660)
2/7/2014
1997
(540)
2/7/2014
2007
(67)
6/27/2013
1995
(303)
4/12/2013
1996
(341)
4/12/2013
1998
(389)
3/22/2013
1995
(94)
3/22/2013
1980
(155)
4/12/2013
1981
(136)
3/22/2013
1988
(221)
4/12/2013
1988
(277)
4/12/2013
1987
(281)
3/22/2013
1982
(248)
4/12/2013
1994
(356)
3/22/2013
2000
(222)
3/22/2013
1989
(267)
3/22/2013
1982
(218)
4/12/2013
1985
(384)
4/12/2013
1991
(208)
3/22/2013
1981
(303)
4/12/2013
1965
(95)
4/12/2013
1970
Property
City
State
Sun Trust Bank
Bowdon
Sun Trust Bank
Dunwoody
Sun Trust Bank
Jesup
Sun Trust Bank
St. Simons
Island
GA
GA
GA
GA
Sun Trust Bank
Annapolis
MD
Sun Trust Bank
Ellicott City
MD
Sun Trust Bank
Frederick
Sun Trust Bank
Waldorf
Sun Trust Bank
Belmont
Sun Trust Bank
Burlington
Sun Trust Bank
Carrboro
Sun Trust Bank
Concord
Sun Trust Bank
Durham
Sun Trust Bank
Greensboro
Sun Trust Bank
Lexington
Sun Trust Bank
Matthews
Sun Trust Bank
Mocksville
Sun Trust Bank
Monroe
Sun Trust Bank
Oakboro
Sun Trust Bank
Raleigh
Sun Trust Bank
Yadkinville
Sun Trust Bank
Zebulon
Sun Trust Bank
Anderson
Sun Trust Bank
Belton
MD
MD
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
SC
SC
Sun Trust Bank
Travelers Rest
SC
Sun Trust Bank
Chattanooga
Sun Trust Bank
La Vergne
Sun Trust Bank
Madison
Sun Trust Bank
Nashville
Sun Trust Bank
Nashville
Sun Trust Bank
Nashville
Sun Trust Bank
Cheriton
TN
TN
TN
TN
TN
TN
VA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
416
1,784
184
1,363
2,653
1,728
991
523
616
446
512
707
747
403
447
382
978
204
360
658
200
515
574
473
746
223
171
286
567
1,598
613
90
1,247
(1,395)
1,460
1,657
734
2,170
931
991
2,962
924
545
512
707
1,388
748
831
382
2,933
—
—
—
—
—
—
—
—
(403)
—
—
—
—
—
—
—
1,837
(1,319)
540
658
371
630
(483)
—
(368)
(546)
1,065
(1,018)
(943)
(866)
—
—
—
—
—
—
—
578
746
1,263
209
1,143
305
1,308
613
510
F-191
268
3,244
1,841
2,097
4,823
2,659
1,982
3,485
1,540
588
1,024
1,414
2,135
1,151
1,278
764
3,911
722
417
— 3/22/2013
1900
(297)
3/22/2013
1972
(337)
3/22/2013
1964
(149)
3/22/2013
1975
(402)
7/23/2013
1976
(189)
3/22/2013
1975
(197)
4/26/2013
1880
(602)
3/22/2013
1964
(188)
3/22/2013
1970
— 4/12/2013
1995
(102)
4/12/2013
1980
(141)
4/12/2013
1988
(276)
4/12/2013
1973
(149)
4/12/2013
1962
(165)
4/12/2013
2001
(78)
3/22/2013
1971
(596)
3/22/2013
2000
(19)
4/12/2013
1920
— 7/23/2013
1970
1,316
(134)
3/22/2013
1977
203
599
621
108
626
1,486
380
1,429
872
2,906
1,226
600
(2)
4/12/2013
1975
— 3/22/2013
1972
(5)
3/22/2013
1998
— 4/12/2013
1967
(4)
4/12/2013
1995
(257)
3/22/2013
1953
(42)
3/22/2013
1985
(232)
3/22/2013
1953
(57)
7/23/2013
1954
(260)
4/12/2013
1992
(122)
4/12/2013
1970
(104)
3/22/2013
1975
Sunset Valley
TX
17,124
14,283
28,351
Property
City
State
Sun Trust Bank
Lynchburg
Sun Trust Bank
Norfolk
Sun Trust Bank
Petersburg
Sun Trust Bank
Richmond
Sun Trust Bank
Richmond
VA
VA
VA
VA
VA
Sun Trust Bank
Rocky Mount
VA
Sunbelt Rental
Mabelvale
Sunbelt Rental
Memphis
AR
TN
Sunoco
Merritt Island
FL
Sunset Valley
Homestead
Superior Energy
Services
Gainesville
TX
Sweet Tomato
Coral Springs
FL
Synovus Bank
Tampa
Sysmex
Lincolnshire
Taco Bell
Albertville
Taco Bell
Cullman
Taco Bell
Daphne
Taco Bell
Taco Bell
Dora
Foley
Taco Bell
Hartselle
Taco Bell
Jasper
Taco Bell
Mobile
Taco Bell
Saraland
Taco Bell
Warrior
Taco Bell
Winfield
Taco Bell
Corona
Taco Bell
Fairfield
Taco Bell
Fontana
Taco Bell
Montclair
FL
IL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
CA
CA
CA
CA
Taco Bell
Moreno Valley
CA
Taco Bell
Rancho
Cucamonga
Taco Bell
Rubidoux
CA
CA
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
251
656
102
277
224
265
240
365
540
466
437
306
416
2,012
1,504
894
929
2,162
—
—
—
284
790
985
10,475
1,625
2,298
22,500
4,143
36,987
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
419
375
180
348
360
378
445
160
150
364
278
306
500
524
322
367
415
415
778
1,053
1,278
813
1,460
781
814
1,973
1,063
675
834
1,138
1,327
1,016
900
998
1,210
1,223
F-192
—
—
—
—
—
—
—
128
—
16
(3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
717
1,093
408
693
2,236
1,769
1,134
1,422
2,702
(95)
3/22/2013
1973
(87)
4/12/2013
1990
(61)
4/12/2013
1975
(84)
3/22/2013
1959
(400)
4/12/2013
1909
(292)
5/22/2013
1961
(115)
6/4/2014
2006
(120)
9/26/2014
1995
(256)
5/19/2014
2009
42,650
(4,109)
2/7/2014
2007
10,756
(3,826)
7/24/2014
1982
2,415
3,283
(322)
6/27/2013
1995
(498)
12/31/2012
1959
41,130
(5,181)
2/7/2014
2010
1,197
1,428
1,458
1,161
1,820
1,159
1,259
2,133
1,213
1,039
1,112
1,444
1,827
1,540
1,222
1,365
1,625
1,638
(142)
7/31/2013
1995
(207)
6/27/2013
1995
(245)
6/27/2013
1995
(148)
7/31/2013
1995
(280)
6/27/2013
1995
(153)
6/27/2013
1995
(160)
6/27/2013
1995
(378)
6/27/2013
1995
(204)
6/27/2013
1995
(123)
7/31/2013
1995
(152)
7/31/2013
1995
(223)
6/27/2013
1990
(260)
6/27/2013
1985
(199)
6/27/2013
1992
(177)
6/27/2013
1996
(196)
6/27/2013
1992
(238)
6/27/2013
1992
(240)
6/27/2013
1992
Property
City
State
Encumbrances
at
December 31,
2016
Taco Bell
Suisun City
Taco Bell
Vacaville
Taco Bell
Vacaville
Taco Bell
Pensacola
Taco Bell
Jacksonville
Taco Bell
Jacksonville
Taco Bell
Augusta
Taco Bell
Hephzibah
Taco Bell
Jesup
Taco Bell
Kennesaw
Taco Bell
Waycross
Taco Bell
Marion
CA
CA
CA
FL
FL
FL
GA
GA
GA
GA
GA
IN
Taco Bell
Crawfordsville
IN
Taco Bell
Frankfort
Taco Bell
Hartford City
Taco Bell
Kokomo
Taco Bell
Lafayette
Taco Bell
Lebanon
Taco Bell
Noblesville
Taco Bell
Tipton
IN
IN
IN
IN
IN
IN
IN
Taco Bell
North Corbin
KY
Taco Bell
Detroit
Taco Bell
St. Louis
Taco Bell
Wentzville
Taco Bell
Brunswick
Taco Bell
Taco Bell
Dayton
North
Olmstead
Taco Bell
Kingston
Taco Bell
Dallas
Taco Bell / KFC
Texarkana
Taco Bell / KFC
Minden
Taco Bell / KFC
Shreveport
MI
MO
MO
OH
OH
OH
TN
TX
AR
LA
LA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Initial Costs (1)
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Buildings,
Fixtures and
Improvements
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,419
1,513
1,375
1,897
1,167
1,383
1,292
930
715
601
1,115
921
934
893
889
798
912
1,348
545
936
1,082
704
1,951
1,168
1,267
732
904
714
1,225
630
639
514
F-193
1,774
2,035
2,559
2,037
1,607
1,723
1,512
1,260
945
763
1,285
1,417
1,168
992
988
997
1,216
1,685
908
1,040
1,221
828
2,141
1,578
1,667
861
1,294
994
1,625
741
913
857
(259)
7/31/2013
1986
(297)
6/27/2013
1985
(270)
6/27/2013
1994
(363)
6/27/2013
1995
(224)
6/27/2013
1995
(265)
6/27/2013
1995
(248)
6/27/2013
1995
(178)
6/27/2013
1995
(137)
6/27/2013
1995
(118)
6/27/2013
1984
(214)
6/27/2013
1995
(168)
7/31/2013
1994
(170)
7/31/2013
1991
(163)
7/31/2013
1985
(162)
7/31/2013
1978
(146)
7/31/2013
1993
(166)
7/31/2013
1990
(246)
7/31/2013
1983
(99)
7/31/2013
2005
(171)
7/31/2013
1998
(212)
6/27/2013
1995
(128)
7/31/2013
1989
(331)
6/27/2013
1995
(224)
6/27/2013
1995
(243)
6/27/2013
1995
(134)
7/31/2013
1995
(173)
6/27/2013
1995
(137)
6/27/2013
1995
(235)
6/27/2013
1995
(115)
7/31/2013
1980
(117)
7/31/2013
1995
(94)
7/31/2013
1995
Land
355
522
1,184
140
440
340
220
330
230
162
170
496
234
99
99
199
304
337
363
104
139
124
190
410
400
129
390
280
400
111
274
343
Property
City
State
Taco Bell / KFC
Shreveport
Taco Bell / KFC
Shreveport
Taco Bell / KFC
Shreveport
Taco Bell / KFC
Dunkirk
Taco Bell / KFC
Geneva
Taco Bell / KFC
Canonsburg
Taco Bell / KFC
Pittsburgh
Taco Bell / KFC
Mount
Pleasant
Taco Bell / KFC
New Boston
Taco Bell / KFC
Green Bay
Taco Bell / KFC
Milwaukee
LA
LA
LA
NY
NY
PA
PA
TX
TX
WI
WI
Taco Bell / KFC
Benwood
WV
Taco Bell / Pizza
Hut
Dallas
Taco Bueno
Hutchinson
Taco Bueno
Belton
Taco Bueno
Springfield
Taco Bueno
Arlington
Taco Bueno
Frisco
Taco Bueno
Lubbock
Taco Bueno
N. Richland
Hills
Taco Bueno
Waco
Taco Bueno
Waco
Taco Cabana
Austin
Taco Cabana
Pasadena
Taco Cabana
San Antonio
Taco Cabana
San Antonio
Taco Cabana
San Antonio
Taco Cabana
San Antonio
Taco Cabana
Schertz
Talbots
Talbots
Hingham
Lakeville
TCF Bank
Crystal
TX
KS
MO
MO
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
MA
MA
MN
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
616
427
352
800
569
176
180
106
125
470
533
123
420
561
476
753
597
601
228
423
595
595
700
420
600
500
280
500
520
753
522
528
978
695
1,586
269
952
1,127
574
1,055
287
1,582
841
701
753
895
577
561
567
892
893
2,105
1,420
1,955
1,740
1,695
1,766
1,408
23,363
3,009
27,080
22,508
6,302
25,209
—
640
642
F-194
—
—
—
—
—
—
3
—
—
—
—
4
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,369
(137)
7/31/2013
1995
949
880
1,778
1,264
1,762
452
1,058
1,252
1,044
1,588
414
2,002
1,402
1,177
1,506
1,492
1,178
789
990
1,487
1,488
2,805
1,840
2,555
2,240
1,975
2,266
1,928
(95)
7/31/2013
1997
(96)
7/31/2013
1998
(178)
7/31/2013
2000
(127)
7/31/2013
1999
(289)
7/31/2013
1996
(46)
10/1/2013
1995
(174)
7/31/2013
1992
(206)
7/31/2013
1995
(105)
7/31/2013
1986
(207)
6/27/2013
1978
(49)
10/1/2013
1995
(303)
6/27/2013
1995
(153)
7/31/2013
2000
(138)
6/27/2013
2006
(137)
7/31/2013
2006
(163)
7/31/2013
2000
(113)
6/27/2013
2000
(110)
6/27/2013
2000
(111)
6/27/2013
2000
(163)
7/31/2013
1995
(163)
7/31/2013
2000
(403)
6/27/2013
1995
(272)
6/27/2013
1995
(375)
6/27/2013
1995
(334)
6/27/2013
1995
(325)
6/27/2013
1995
(338)
6/27/2013
1995
(270)
6/27/2013
1995
30,089
(4,736)
5/24/2013
1980
31,511
(5,574)
5/17/2013
1987
1,282
(119)
6/27/2013
1995
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
TD Bank
Falmouth
ME
19,608
4,057
23,689
(500)
27,246
(4,245)
3/18/2013
2002
2,666
40,981
(7,010)
36,637
(1,048)
11/5/2013
1999
Teva
Pharmaceuticals
Malvern
Texas Roadhouse
Cedar Rapids
Texas Roadhouse
Ammon
Texas Roadhouse
Shively
Texas Roadhouse
Concord
Texas Roadhouse
Gastonia
Texas Roadhouse
Hickory
Texas Roadhouse
College
Station
PA
IA
ID
KY
NC
NC
NC
TX
Texas Roadhouse
Grand Prairie
TX
Texas Roadhouse
Kenosha
TGI Fridays
Royal Palm
Beach
TGI Fridays
Ann Arbor
TGI Fridays
Kentwood
TGI Fridays
Novi
TGI Fridays
Blasdell
TGI Fridays
The Fresh Market
The Medicines
Co.
The Shoppes at
Port Arthur
Warwick
Winston-
Salem
Parsippany
Port Arthur
WI
FL
MI
MI
MI
NY
RI
NC
NJ
TX
The UPS Store
Elizabethtown
KY
The Vitamin
Shoppe
The Vitamin
Shoppe
Evergreen
Park
Ashland
Thorntons Oil
Bloomington
Thorntons Oil
Franklin Park
Thorntons Oil
Joliet
Thorntons Oil
Oaklawn
Thorntons Oil
Ottawa
Thorntons Oil
Plainfield
Thorntons Oil
Roselle
Thorntons Oil
South Elgin
Thorntons Oil
Springfield
IL
VA
IL
IL
IL
IL
IL
IL
IL
IL
IL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
430
490
540
650
570
580
670
780
1,061
1,530
547
281
1,042
1,215
1,228
196
476
2,399
1,184
1,403
953
1,203
565
862
661
1,239
926
2,194
1,206
2,055
2,130
1,544
1,831
2,299
1,867
1,835
1,530
1,640
2,533
1,042
1,913
—
—
—
—
—
—
—
—
(14)
—
—
—
—
—
2,775
(1,252)
4,562
—
329
—
778
—
—
—
—
—
1,427
19,663
733
1,882
2,539
898
278
—
—
—
—
—
2,003
1,338
2,194
1,688
2,514
F-195
27,700
5,150
50,051
8,077
3,331
14,992
1,460
10,336
2,624
1,696
2,595
2,780
2,114
2,411
2,969
2,647
2,882
3,060
2,187
2,814
2,084
3,128
2,751
4,758
(435)
6/27/2013
1995
(239)
6/27/2013
1995
(407)
6/27/2013
1995
(422)
6/27/2013
1995
(306)
6/27/2013
1995
(363)
6/27/2013
1995
(456)
6/27/2013
1995
(370)
6/27/2013
1995
(373)
6/27/2013
2001
(315)
7/31/2013
2001
(337)
7/31/2013
1998
(521)
7/31/2013
1983
(215)
7/31/2013
1994
(389)
6/27/2013
2000
(177)
6/27/2013
1983
(626)
2/7/2014
2007
55,530
(6,666)
2/7/2014
2009
18,323
(2,148)
2/7/2014
2008
12,574
(2,051)
9/24/2013
2001
1,903
(297)
4/19/2013
2012
22,062
(3,748)
11/5/2013
2013
1,917
3,285
3,492
2,379
2,568
2,200
2,855
2,927
3,440
(142)
2/7/2014
1992
(323)
2/7/2014
1989
(433)
2/7/2014
2000
(167)
2/7/2014
1994
(352)
2/7/2014
2006
(242)
2/7/2014
1995
(362)
2/7/2014
1996
(317)
2/7/2014
1995
(483)
2/7/2014
1994
Property
City
State
Encumbrances
at
December 31,
2016
Thorntons Oil
Summit
Thorntons Oil
Waukegan
Thorntons Oil
Westmont
Thorntons Oil
Clarksville
Thorntons Oil
Edinburgh
Thorntons Oil
Evansville
Thorntons Oil
Evansville
Thorntons Oil
Jeffersonville
Thorntons Oil
Terre Haute
Thorntons Oil
Henderson
Thorntons Oil
Henderson
Thorntons Oil
Louisville
Thorntons Oil
Shelbyville
Thorntons Oil
Galloway
Tiffany & Co.
Parsippany
IL
IL
IL
IN
IN
IN
IN
IN
IN
KY
KY
KY
KY
OH
NJ
Tilted Kilt
Hendersonville
TN
Time Warner
Cable
Milwaukee
Tire Kingdom
Auburndale
Tire Kingdom
Dublin
Tire Kingdom
Greenville
WI
FL
OH
SC
Tire Warehouse
Fitchburg
MA
Tire Warehouse
Bangor
Tires Plus
Duluth
TitleMax
Gainesville
ME
GA
GA
TJ Maxx
Philadelphia
PA
T-Mobile
Nashville
Tommy Addison's
Edgewood
TN
FL
Toys R Us
Coral Springs
FL
Tractor Supply
Oneonta
Tractor Supply
Summerdale
Tractor Supply
Tuscaloosa
Tractor Supply
Little Rock
AL
AL
AL
AR
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,205
717
—
—
—
—
—
—
—
—
—
—
1,187
—
1,500
Initial Costs (1)
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Buildings,
Fixtures and
Improvements
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Land
2,233
875
760
1,319
685
467
602
1,233
732
659
483
637
299
547
109
1,421
3,069
687
1,505
1,479
1,398
1,533
1,829
3,271
1,778
1,680
2,036
1,550
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,342
2,296
3,829
2,006
2,190
1,946
2,000
2,766
2,561
3,930
2,261
2,317
2,335
2,097
(22)
2/7/2014
2000
(245)
2/7/2014
1999
(503)
2/7/2014
1997
(140)
2/7/2014
2005
(261)
2/7/2014
1996
(261)
2/7/2014
1987
(245)
2/7/2014
1990
(287)
2/7/2014
1995
(327)
2/7/2014
1995
(560)
2/7/2014
1971
(278)
2/7/2014
2007
(260)
2/7/2014
1994
(336)
2/7/2014
1991
(259)
2/7/2014
1998
83,329
(15,456)
11/5/2013
1997
1,073
(151)
6/27/2013
1995
2,248
81,081
310
763
3,081
22,512
424
26,017
(4,068)
11/5/2013
2001
609
373
499
203
289
777
221
9,889
1,190
366
4,264
359
276
746
930
1,571
1,119
1,367
704
1,400
1,259
270
84,953
15,847
447
5,289
1,438
2,470
1,979
2,035
F-196
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,180
1,492
1,866
907
1,689
2,036
491
(248)
2/7/2014
2010
(306)
4/30/2012
2003
(221)
3/28/2014
1997
(140)
6/27/2013
1982
(278)
6/27/2013
1977
(213)
2/21/2014
2001
(55)
7/31/2013
2007
94,842
(16,194)
11/5/2013
2001
17,037
(2,634)
11/5/2013
2002
813
9,553
1,797
2,746
2,725
2,965
(92)
7/31/2013
2003
(765)
2/7/2014
2010
(254)
4/18/2013
1983
(317)
2/7/2014
2010
(253)
2/7/2014
2012
(260)
2/7/2014
2009
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Tractor Supply
Auburn
Tractor Supply
Dixon
Tractor Supply
Jackson
Tractor Supply
Los Banos
Tractor Supply
Middletown
Tractor Supply
Mims
Tractor Supply
Bainbridge
Tractor Supply
Rincon
Tractor Supply
Alton
Tractor Supply
Mishawaka
Tractor Supply
Sellersburg
Tractor Supply
St. John
Tractor Supply
Lawrence
Tractor Supply
Topeka
Tractor Supply
Glasgow
Tractor Supply
Grayson
Tractor Supply
Paducah
Tractor Supply
Gray
CA
CA
CA
CA
DE
FL
GA
GA
IL
IN
IN
IN
KS
KS
KY
KY
KY
LA
—
1,175
2,962
1,619
—
1,209
3,469
1,213
—
—
—
—
1,404
—
1,433
1,487
310
687
978
565
620
762
2,247
1,715
1,377
1,678
—
—
—
2,049
361
446
453
540
393
550
Tractor Supply
Belchertown
MA
1,823
1,148
Tractor Supply
Millbury
Tractor Supply
Southwick
Tractor Supply
Augusta
Tractor Supply
Jonesville
Tractor Supply
Negaunee
MA
MA
ME
MI
MI
Tractor Supply
Jefferson City
MO
Tractor Supply
Nixa
Tractor Supply
Sedalia
Tractor Supply
Troy
Tractor Supply
Union
Tractor Supply
Franklin
Tractor Supply
Murphy
Tractor Supply
Plaistow
MO
MO
MO
MO
NC
NC
NH
—
806
2,428
1,601
1,423
—
—
1,125
1,346
1,090
1,286
1,404
1,480
1,402
—
530
267
488
490
476
480
730
589
434
990
638
—
—
—
—
—
—
—
—
59
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
13
—
—
—
2,901
4,044
3,640
3,638
3,293
2,787
2,445
2,016
3,062
2,683
2,146
3,397
2,637
1,785
1,812
2,709
1,574
2,202
3,179
3,094
3,583
2,756
2,364
1,953
1,877
2,040
1,782
2,587
3,012
2,629
2,090
2,552
F-197
4,076
5,663
4,849
4,851
4,780
3,097
3,132
2,994
3,686
3,303
2,908
5,112
2,998
2,231
2,265
3,249
1,967
2,752
4,327
3,900
5,184
3,286
2,631
2,441
2,367
2,516
2,262
3,317
3,614
3,063
3,080
3,190
(383)
2/7/2014
2012
(538)
2/7/2014
2007
(459)
2/7/2014
2012
(672)
2/28/2013
2009
(407)
2/7/2014
2007
(426)
10/10/2013
2012
(300)
2/7/2014
2008
(249)
2/7/2014
2007
(384)
2/7/2014
2008
(339)
2/7/2014
2011
(280)
2/7/2014
2010
(455)
2/7/2014
2007
(340)
2/7/2014
2010
(280)
5/19/2014
2006
(279)
5/19/2014
2005
(347)
2/7/2014
2011
(249)
5/19/2014
1995
(459)
8/7/2012
2011
(423)
2/7/2014
2009
(359)
6/26/2014
2013
(474)
2/7/2014
2008
(363)
2/7/2014
2009
(329)
3/28/2014
2005
(423)
6/12/2012
2010
(238)
2/7/2014
2009
(266)
2/7/2014
2009
(238)
2/7/2014
2010
(325)
2/7/2014
2009
(369)
2/7/2014
2008
(337)
2/7/2014
2009
(281)
2/7/2014
2010
(390)
10/10/2013
2012
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Tractor Supply
Plymouth
NH
2,074
Tractor Supply
Allentown
Tractor Supply
Sicklerville
NJ
NJ
Tractor Supply
Farmington
NM
Tractor Supply
Roswell
Tractor Supply
Silver City
Tractor Supply
Macedon
Tractor Supply
Hamilton
Tractor Supply
Wauseon
Tractor Supply
Chickasha
Tractor Supply
Glenpool
Tractor Supply
Stillwater
Tractor Supply
Gibsonia
Tractor Supply
Columbia
Tractor Supply
Irmo
Tractor Supply
Ballinger
Tractor Supply
Del Rio
Tractor Supply
Edinburg
Tractor Supply
Kenedy
Tractor Supply
Pearsall
Tractor Supply
Rio Grande
Tractor Supply
Woodstock
Trader Joe's
Sarasota
NM
NM
NY
OH
OH
OK
OK
OK
PA
SC
SC
TX
TX
TX
TX
TX
TX
VA
FL
Trader Joe's
Lexington
KY
Tumbleweed
Terre Haute
IN
Tumbleweed
Louisville
Tumbleweed
Mayesville
Tumbleweed
Owensboro
KY
KY
KY
Tumbleweed
Bellefontaine
OH
Tumbleweed
Springfield
Tumbleweed
Wooster
Tumbleweed
Zanesville
OH
OH
OH
424
697
1,931
1,091
947
716
168
675
931
599
359
205
—
—
—
—
—
—
932
1,374
—
1,180
1,205
1,648
1,044
—
—
1,248
—
—
1,197
1,177
—
—
—
—
—
—
—
—
—
—
—
—
952
725
476
927
768
309
318
469
524
1,646
2,287
434
468
353
355
234
549
342
639
16
—
—
—
—
—
—
—
—
160
—
—
—
—
62
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,430
3,949
4,302
2,194
2,181
2,380
1,591
1,472
2,128
2,056
2,447
2,715
2,778
2,222
2,171
2,477
2,044
3,163
2,372
2,551
1,095
2,098
5,416
3,795
1,303
1,404
823
1,420
938
1,280
799
1,491
F-198
2,870
4,646
6,233
3,285
3,128
3,096
1,759
2,147
3,059
2,815
2,806
2,920
3,822
3,174
2,958
2,953
2,971
3,931
2,681
2,869
1,564
2,622
7,062
6,082
1,737
1,872
1,176
1,775
1,172
1,829
1,141
2,130
(474)
11/29/2012
2011
(933)
1/27/2012
2008
(534)
2/7/2014
2009
(306)
3/28/2014
2012
(283)
2/7/2014
2009
(332)
3/28/2014
2012
(215)
4/29/2014
1992
(273)
2/7/2014
1975
(290)
2/7/2014
2007
(296)
3/28/2014
2014
(308)
2/7/2014
2009
(340)
2/7/2014
2009
(362)
2/7/2014
2009
(274)
2/7/2014
2011
(281)
2/7/2014
2009
(302)
2/7/2014
2010
(256)
2/7/2014
2009
(383)
2/7/2014
2009
(288)
2/7/2014
2010
(313)
2/7/2014
2009
(237)
6/19/2012
1993
(315)
5/19/2014
2004
(822)
2/7/2014
2012
(601)
2/7/2014
2012
(268)
7/31/2013
1997
(289)
7/31/2013
2001
(169)
7/31/2013
2000
(292)
7/31/2013
1997
(193)
7/31/2013
1999
(263)
7/31/2013
1998
(164)
7/31/2013
1997
(307)
7/31/2013
1998
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
1,454
205
417
742
164
547
2,788
1,861
2,289
2,083
2,123
10,050
2,692
17,973
—
—
—
—
—
—
2,993
2,278
3,031
2,247
2,670
(417)
2/7/2014
1998
(294)
2/7/2014
2000
(313)
2/7/2014
2013
(294)
2/7/2014
2012
(297)
2/7/2014
2010
20,665
(2,203)
2/7/2014
2004
4,727
18,087
114
22,928
(3,356)
2/7/2014
1982
Property
City
State
Tutor Time
Downingtown
PA
Tutor Time
Austin
Ulta Salon
Jonesboro
Ulta Salon
Fort Gratiot
Ulta Salon
Jackson
United
Technologies
Bradenton
University Plaza
Flagstaff
US Bank
Alsip
US Bank
Calumet City
US Bank
Chicago
US Bank
Chicago
US Bank
US Bank
Chicago
Chicago
Heights
TX
AR
MI
TN
FL
AZ
IL
IL
IL
IL
IL
IL
US Bank
Elmwood Park
IL
US Bank
US Bank
US Bank
Evergreen
Park
Lyons
Olympia
Fields
US Bank
Orland Hills
US Bank
Westchester
US Bank
Wilmington
US Bank
Fayetteville
US Bank
Garfield
Height
IL
IL
IL
IL
IL
IL
NC
OH
VA Clinic
Oceanside
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Cullman
Jasper
Mobile
Prattville
Tuscaloosa
Pine Bluff
Searcy
Mesa
CA
AL
AL
AL
AL
AL
AR
AR
AZ
226
168
189
267
191
182
431
167
214
426
847
577
127
2,646
1,253
—
—
—
—
366
330
608
165
—
—
334
172
—
—
—
—
—
—
1,292
—
—
—
—
—
—
—
—
USG Corporation
Libertyville
IL
14,807
2,593
10,283
1,280
393
81
1,511
1,082
1,637
2,441
944
1,212
1,704
2,327
853
1,872
1,741
1,016
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,506
(418)
8/1/2010
1981
561
270
1,778
1,273
1,819
2,872
1,111
1,426
2,130
3,580
1,219
2,202
2,349
1,181
(99)
4/26/2012
1975
(20)
4/26/2012
1990
(494)
8/1/2010
1923
(353)
8/1/2010
1979
(347)
1/24/2013
1996
(763)
8/1/2010
1984
(309)
8/1/2010
1984
(396)
8/1/2010
1959
(430)
4/26/2012
1974
(504)
12/14/2012
1995
(177)
2/22/2013
1986
(575)
8/1/2010
1966
(239)
2/7/2014
2012
(181)
1/8/2014
1958
12,876
(1,481)
3/28/2014
1965
27,750
9,489
33,812
105
43,406
(4,460)
2/7/2014
2010
2,390
(2,144)
1,093
(40)
2/7/2014
1996
2,545
(2,787)
276
(162)
1,038
1,802
(1,871)
244
105
231
191
1,306
(1,549)
433
(409)
1,286
(1,318)
1,007
(1,121)
F-199
335
241
969
1
129
199
77
(14)
2/7/2014
2000
(8)
6/27/2013
1974
(34)
2/7/2014
1997
—
1/8/2014
2001
(9)
6/27/2013
1978
(13)
1/8/2014
1998
(6)
1/8/2014
1999
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Fresno
Gilroy
San Luis
Obispo
Santee
Vacaville
Denver
Lone Tree
Davie
Monticello
Columbus
Dawson
Stockbridge
Bloomington
Glenview
Lombard
Peoria
CA
CA
CA
CA
CA
CO
CO
FL
FL
GA
GA
GA
IL
IL
IL
IL
Nicholasville
KY
Owensboro
Paducah
Alexandria
Bossier City
KY
KY
LA
LA
Hagerstown
MD
Coloma
Grossepointew
oods
Ypsilanti
MI
MI
MI
Coon Rapids
MN
Blue Springs
MO
Horn Lake
Natchez
Pearl
Albemarle
Greensboro
MS
MS
MS
NC
NC
—
—
—
—
—
—
—
—
—
—
—
—
—
190
249
195
265
195
1,810
—
2,000
(347)
6/27/2013
1995
986
(1,235)
1,013
(844)
1,261
(1,390)
1,044
(1,238)
—
364
136
1
—
1/8/2014
2002
(26)
1/8/2014
2000
(12)
1/8/2014
1995
—
1/8/2014
2000
12,648
66,398
388
79,434
(11,313)
11/5/2013
2001
196
193
115
1,014
(1,070)
1,009
(1,201)
195
(134)
1,307
2,529
(3,168)
274
(182)
2,391
(2,429)
131
422
270
140
1
176
668
223
384
(10)
1/8/2014
1995
—
1/8/2014
1989
(10)
6/27/2013
1987
(23)
2/7/2014
2002
(7)
6/27/2013
1987
— 7/31/2013
1987
1,375
—
1,645
(273)
6/27/2013
1995
43,467
14,014
73,359
(47,361)
40,012
(1,229)
11/5/2013
1975
—
—
—
—
—
—
—
—
84
195
435
1,244
1,121
82
1,168
244
100
—
1,013
(1,208)
184
—
(20)
6/27/2013
1973
—
1/8/2014
2000
2,040
(939)
1,536
(73)
6/11/2014
2001
1,656
(1,941)
1,443
(1,630)
245
(93)
2,594
(2,883)
1,306
(1,505)
959
934
234
879
45
(29)
2/7/2014
1997
(30)
2/7/2014
1995
(15)
7/31/2013
1985
(31)
2/7/2014
2004
(5)
1/8/2014
2001
10,017
1,929
9,319
(5,783)
5,465
(225)
3/28/2014
1965
—
—
—
—
—
—
—
—
—
140
85
1,046
(785)
483
(9)
1,611
2,188
(2,894)
810
925
225
1,058
483
1,020
1,346
(1,515)
2,463
(2,320)
674
(711)
1,857
(1,893)
(493)
(178)
457
—
F-200
401
559
905
641
1,068
188
1,022
447
842
(33)
6/27/2013
1995
(136)
11/23/2011
2002
(25)
2/7/2014
2003
(37)
6/27/2013
1995
(39)
2/7/2014
1995
(6)
7/31/2013
1973
(35)
2/7/2014
2000
(20)
6/27/2013
1995
— 2/21/2014
1995
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Vacant
Deptford
Hobbs
Las Vegas
Elmira
Wellsville
Circleville
Moraine
NJ
NM
NV
NY
NY
OH
OH
Youngstown
OH
The Dalles
OR
Beaver Falls
Bristol
Dickson City
Indiana
Warwick
Lexington
Red Bank
Sevierville
Abilene
El Paso
Houston
Irving
Lubbock
Pleasanton
Texas City
PA
PA
PA
PA
RI
SC
TN
TN
TX
TX
TX
TX
TX
TX
TX
Fredericksburg
VA
Brookfield
WI
Beckley
WV
Vanguard Car
Rental
College Park
GA
Velox Insurance
Woodstock
Verizon Wireless
Statesville
GA
NC
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
195
815
680
199
123
140
87
139
201
243
114
262
676
1,570
244
215
1,443
803
246
1,044
(1,239)
—
1,533
370
368
142
148
232
802
—
—
(441)
(217)
—
—
(37)
(486)
1,304
(1,489)
81
—
1,257
(1,519)
1,255
5,030
(920)
7
1,307
(1,356)
323
430
—
(339)
(751)
—
1,248
(1,490)
19,525
2,356
36,347
—
—
—
—
—
—
—
—
—
—
522
694
328
614
446
50
1,248
1,561
155
207
—
(235)
(68)
512
—
4,804
(2,859)
3,351
(2,351)
2,071
(1,343)
84
45
2,258
(2,508)
6,244
127
459
Volusia Square
Daytona Beach
FL
16,556
4,598
28,511
Waffle House
Cocoa
FL
—
150
279
F-201
—
815
—
1/8/2014
2005
— 6/27/2013
1995
2,213
(294)
6/27/2013
1995
128
274
282
235
334
517
58
195
—
1,011
6,607
195
199
— 7/31/2013
1975
— 7/31/2013
1978
(15)
6/27/2013
1986
(20)
6/27/2013
1995
(19)
6/27/2013
1976
(103)
7/31/2013
1994
(4)
1/8/2014
2004
(18)
1/8/2014
1818
—
1/8/2014
2004
(63)
7/31/2013
2000
(799)
9/24/2013
1969
(16)
1/8/2014
1998
(10)
7/31/2013
1975
1,122
(40)
2/7/2014
2003
803
4
— 6/27/2013
1995
—
1/8/2014
1995
38,703
(5,535)
11/5/2013
2009
799
626
2,273
1,614
1,174
179
998
(31)
6/27/2013
1995
— 6/27/2013
1979
(46)
9/25/2014
2014
(64)
2/7/2014
2002
(91)
4/23/2014
1999
(27)
2/21/2014
1967
(35)
2/7/2014
1995
—
—
27
10
—
7,805
(1,185)
5/19/2014
2002
282
693
(26)
7/31/2013
1988
(92)
6/27/2013
1993
33,119
(4,405)
2/7/2014
1986
429
(51)
7/31/2013
1986
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Walgreens
Birmingham
Walgreens
Wetumpka
Walgreens
Kingman
Walgreens
Peoria
Walgreens
Phoenix
Walgreens
Tucson
Walgreens
Tucson
Walgreens
Coalinga
Walgreens
Lancaster
Walgreens
Castle Rock
Walgreens
Denver
Walgreens
Pueblo
Walgreens
Orlando
Walgreens
Acworth
Walgreens
Decatur
Walgreens
Grayson
Walgreens
Union City
Walgreens
Dubuque
Walgreens
Twin Falls
Walgreens
Cahokia
Walgreens
Chicago
Walgreens
Chicago
Walgreens
Chicago
Walgreens
Chicago
Walgreens
Machesney
Park
Walgreens
Matteson
Walgreens
South Elgin
Walgreens
St. Charles
Walgreens
Anderson
Walgreens
Lafayette
Walgreens
South Bend
Walgreens
Wichita
AL
AL
AZ
AZ
AZ
AZ
AZ
CA
CA
CO
CO
CO
FL
GA
GA
GA
GA
IA
ID
IL
IL
IL
IL
IL
IL
IL
IL
IL
IN
IN
IN
KS
1,530
—
2,942
—
—
—
996
547
669
837
1,037
1,234
2,910
1,406
2,800
2,719
396
859
3,953
1,581
3,350
—
—
—
—
2,720
—
—
—
519
1,007
1,583
1,746
947
909
638
2,388
1,156
—
—
—
—
—
—
2,450
394
1,212
1,617
952
911
822
416
2,219
1,710
1,991
1,472
2,717
2,350
807
626
3,063
1,240
—
385
3,005
3,102
5,726
1,953
1,927
5,143
3,571
3,568
4,246
3,689
4,050
2,971
1,869
2,940
3,337
3,748
3,841
3,905
3,896
1,577
2,829
3,003
3,235
4,830
3,727
4,070
3,208
3,262
3,227
4,183
5,015
4,286
F-202
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
167
—
—
—
—
—
—
—
—
—
—
—
—
4,001
3,649
6,395
2,790
2,964
6,377
4,977
3,964
5,105
5,270
4,050
3,490
2,876
4,523
5,084
4,695
4,750
4,543
5,052
2,138
4,041
4,620
4,187
5,741
4,549
4,486
4,918
4,734
4,034
4,809
6,255
4,671
(519)
2/7/2014
1999
(907)
2/22/2012
2007
(913)
2/7/2014
2009
(454)
2/27/2013
1996
(438)
3/26/2013
1999
(818)
2/7/2014
2003
(580)
2/7/2014
2004
(1,093)
10/11/2011
2008
(739)
2/7/2014
2009
(766)
7/11/2013
2002
(840)
7/2/2013
2008
(479)
2/7/2014
2003
(369)
9/30/2013
1996
(698)
1/25/2013
2012
(537)
2/7/2014
2001
(594)
2/7/2014
2004
(607)
2/7/2014
2005
(616)
2/7/2014
2008
(646)
2/7/2014
2009
(298)
5/19/2014
1994
(672)
1/30/2013
1999
(713)
1/30/2013
1995
(510)
2/7/2014
2003
(742)
2/7/2014
2000
(600)
2/7/2014
2008
(615)
2/7/2014
2008
(526)
2/7/2014
2002
(513)
2/7/2014
2002
(863)
7/31/2012
2001
(595)
2/7/2014
2008
(825)
2/7/2014
2006
(679)
2/7/2014
2000
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Walgreens
Frankfort
KY
Walgreens
Shereveport
LA
—
—
911
619
Walgreens
Framingham
MA
2,991
2,103
Walgreens
Baltimore
MD
Walgreens
Brooklyn Park MD
—
—
1,185
1,416
Walgreens
Augusta
ME
3,099
1,648
Walgreens
Clarkston
Walgreens
Walgreens
Clinton
Dearborn
Heights
Walgreens
Eastpointe
Walgreens
Lincoln Park
Walgreens
Livonia
Walgreens
Stevensville
Walgreens
Troy
Walgreens
Warren
MI
MI
MI
MI
MI
MI
MI
MI
MI
—
—
—
—
2,768
1,463
190
668
5,494
1,041
—
3,100
—
—
261
855
—
748
Walgreens
North Mankato MN
2,484
1,748
Walgreens
Country Club
Hills
MO
Walgreens
Independence
MO
Walgreens
Columbia
Walgreens
Greenwood
Walgreens
Jackson
MS
MS
MS
—
—
3,091
—
—
Walgreens
Cape Carteret
NC
2,400
997
1,122
452
561
983
919
Walgreens
Durham
Walgreens
Durham
Walgreens
Laurinburg
Walgreens
Leland
NC
NC
NC
NC
2,871
1,441
2,798
2,201
—
355
2,472
1,226
Walgreens
Rocky Mount
NC
2,941
1,105
Walgreens
Winterville
NC
Walgreens
North Platte
Walgreens
Omaha
Walgreens
Papillion
Walgreens
Maplewood
NE
NE
NE
NJ
2,972
—
578
935
2,530
1,316
—
1,239
4,700
1,071
3,643
3,509
4,770
2,764
4,160
5,146
3,197
3,413
3,605
2,672
5,896
2,350
3,420
1,896
2,991
3,604
4,204
3,816
4,072
3,181
2,996
3,087
3,581
2,923
3,577
3,681
4,046
5,322
4,292
4,122
3,212
6,071
F-203
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,554
4,128
6,873
3,949
5,576
6,794
5,965
4,876
3,795
3,340
6,937
2,611
4,275
1,896
3,739
5,352
5,201
4,938
4,524
3,742
3,979
4,006
5,022
5,124
3,932
4,907
5,151
5,900
5,227
5,438
4,451
7,142
(1,066)
2/8/2012
2006
(1,026)
2/22/2012
2003
(746)
2/7/2014
2007
(560)
8/6/2013
2000
(648)
2/7/2014
2008
(859)
2/7/2014
2007
(519)
2/7/2014
2000
(845)
11/13/2012
2002
(802)
4/1/2013
1998
(795)
1/19/2012
1998
(1,577)
7/31/2012
2007
(523)
4/1/2013
1998
(1,039)
11/28/2011
2007
(460)
12/12/2012
2000
(740)
11/21/2012
1999
(590)
2/7/2014
2008
(624)
2/7/2014
2009
(619)
2/7/2014
2001
(987)
12/21/2012
2011
(930)
2/22/2012
2007
(539)
2/18/2014
1998
(495)
2/7/2014
2008
(640)
2/7/2014
2010
(568)
2/7/2014
2008
(608)
2/26/2014
2013
(607)
2/7/2014
2008
(737)
2/7/2014
2009
(901)
2/7/2014
2009
(711)
2/7/2014
2009
(675)
2/7/2014
2009
(516)
2/7/2014
2009
(1,844)
11/18/2011
2011
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Walgreens
Albuquerque
NM
—
1,173
Walgreens
Las Vegas
Walgreens
Las Vegas
Walgreens
Lockport
NV
NV
NY
6,566
1,528
—
—
700
2,358
Walgreens
Staten Island
NY
3,081
—
Walgreens
Watertown
Walgreens
Akron
Walgreens
Bryan
Walgreens
Cleveland
Walgreens
Cleveland
Walgreens
Eaton
Walgreens
Medina
NY
OH
OH
OH
OH
OH
OH
Walgreens
New Albany
OH
Walgreens
Edmond
Walgreens
Stillwater
Walgreens
Tahlequah
Walgreens
Tulsa
Walgreens
Aibonito
Pueblo
Walgreens
Las Piedras
Walgreens
Anderson
Walgreens
Easley
Walgreens
Fort Mill
Walgreens
Greenville
Walgreens
Lancaster
OK
OK
OK
OK
PR
PR
SC
SC
SC
SC
SC
—
2,937
1,683
—
—
2,643
3,068
—
—
2,240
—
2,940
664
219
472
743
398
820
919
697
368
647
—
1,147
5,695
1,855
5,292
1,726
—
835
3,685
1,206
2,272
1,300
3,991
1,313
2,923
1,941
Walgreens
Myrtle Beach
SC
—
—
Walgreens
N. Charleston
SC
3,380
1,320
Walgreens
Spearfish
Walgreens
Bartlett
Walgreens
Cordova
Walgreens
Memphis
Walgreens
Anthony
Walgreens
Baytown
SD
TN
TN
TN
TX
TX
—
—
1,116
2,358
2,254
1,005
2,418
—
2,432
896
644
953
2,287
6,114
2,801
2,301
3,984
2,664
1,548
4,154
1,890
4,757
3,586
4,585
3,424
4,288
4,368
3,664
2,904
5,566
5,179
3,342
3,617
2,760
3,940
3,526
2,077
3,081
4,158
2,194
2,345
2,687
4,369
4,299
F-204
—
—
—
—
—
—
—
—
68
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,460
7,642
3,501
4,659
3,984
5,601
2,212
4,373
2,430
5,500
3,984
5,405
4,343
4,985
4,736
4,311
4,051
7,421
6,905
4,177
4,823
4,060
5,253
5,467
2,077
4,401
5,274
4,552
3,350
3,583
5,013
5,252
(375)
2/7/2014
1996
(1,697)
5/30/2012
2009
(623)
4/30/2013
2001
(375)
4/21/2014
1998
(1,220)
10/5/2011
2007
(440)
2/7/2014
2006
(337)
5/31/2013
1994
(1,215)
2/22/2012
2007
(300)
5/19/2014
1994
(784)
2/7/2014
2008
(977)
6/27/2012
2008
(713)
2/7/2014
2001
(531)
2/7/2014
2006
(690)
2/7/2014
2000
(698)
2/7/2014
2000
(870)
1/2/2013
2008
(467)
2/7/2014
2001
(1,266)
3/5/2013
2012
(1,152)
4/3/2013
1995
(977)
2/8/2012
2006
(986)
6/27/2012
2007
(498)
2/7/2014
2010
(1,074)
6/27/2012
2006
(643)
2/7/2014
2009
(626)
12/29/2011
2001
(840)
6/27/2012
2007
(675)
2/7/2014
2008
(350)
2/7/2014
2001
(581)
11/9/2012
2002
(678)
10/2/2012
2003
(663)
2/7/2014
2008
(679)
2/7/2014
2009
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Walgreens
Denton
Walgreens
Houston
TX
TX
Walgreens
Fredericksburg
VA
Walgreens
Portsmouth
Walgreens
Appleton
Walgreens
Appleton
Walgreens
Beloit
Walgreens
Janesville
Walgreens
Janesville
VA
WI
WI
WI
WI
WI
—
—
—
1,465
1,844
1,184
491
2,320
730
975
2,687
1,198
2,184
721
—
1,039
2,195
593
3,726
1,965
3,789
3,311
3,047
4,344
3,653
5,315
4,009
3,176
Walgreens
Bridgeport
WV
—
1,315
Wal-Mart
Pueblo
CO
8,250
2,586
12,512
Wal-Mart
Douglasville
GA
Wal-Mart
Valdosta
Wal-Mart
Cary
GA
NC
Wal-Mart
Albuquerque
NM
Wal-Mart
Las Vegas
NV
Wal-Mart
Lancaster
Wal-Mart
Oneida
WaWa
WaWa
Gap
Portsmouth
Weir Oil and Gas
Williston
Wells Fargo
Hillsboro
Wells Fargo
Lebanon
Wendy's
Anniston
Wendy's
Auburn
Wendy's
Birmingham
Wendy's
Homewood
Wendy's
Phenix City
Wendy's
Arkadelphia
Wendy's
Batesville
Wendy's
Benton
Wendy's
Bentonville
SC
TN
PA
VA
ND
OR
PA
AL
AL
AL
AL
AL
AR
AR
AR
AR
—
—
—
—
—
—
—
—
3,559
3,909
2,314
10,991
17,038
2,714
1,803
561
1,241
1,573
17,588
9,447
5,550
—
—
11,677
8,580
5,054
—
—
—
—
—
—
—
—
—
—
—
—
—
273
6,232
10,480
19,287
80
454
718
562
995
529
225
155
478
648
435
591
1,334
990
—
1,178
633
878
1,018
708
F-205
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,910
2,456
6,109
4,041
4,022
5,542
4,374
6,354
4,602
4,491
(588)
2/7/2014
2009
(357)
5/19/2014
1993
(696)
2/7/2014
2008
(621)
11/5/2013
1998
(494)
2/7/2014
2008
(709)
2/7/2014
2008
(600)
2/7/2014
2008
(857)
2/7/2014
2008
(643)
2/7/2014
2010
(543)
2/18/2014
2011
15,098
(2,059)
2/7/2014
1998
21,147
(2,688)
2/7/2014
1999
13,356
(1,489)
2/7/2014
1998
7,864
(862)
2/7/2014
2005
10,991
17,038
—
—
2/7/2014
2008
2/7/2014
2001
14,391
(1,841)
2/7/2014
1999
10,383
(1,319)
2/7/2014
1999
5,615
1,573
6,505
(774)
2/7/2014
2004
—
2/7/2014
2008
(695)
6/25/2014
2012
29,767
(2,436)
2/7/2014
1978
515
1,045
2,052
1,552
995
1,707
858
1,033
1,496
1,356
(75)
1/8/2014
1995
(116)
6/27/2013
1976
(243)
7/31/2013
2000
(194)
6/27/2013
2005
— 6/27/2013
1995
(231)
6/27/2013
1999
(124)
6/27/2013
1990
(160)
7/31/2013
1995
(200)
6/27/2013
1993
(139)
6/27/2013
1993
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Wendy's
Wendy's
Bryant
Cabot
Wendy's
Conway
Wendy's
Conway
Wendy's
Fayetteville
Wendy's
Fayetteville
Wendy's
Fort Smith
Wendy's
Fort Smith
Wendy's
Little Rock
Wendy's
Little Rock
Wendy's
Little Rock
Wendy's
Little Rock
Wendy's
Little Rock
Wendy's
Little Rock
Wendy's
Pine Bluff
Wendy's
Rogers
Wendy's
Russellville
Wendy's
Springdale
Wendy's
Springdale
Wendy's
Stuttgart
Wendy's
Van Buren
Wendy's
Payson
Wendy's
Camarillo
Wendy's
Groton
Wendy's
Norwich
Wendy's
Orange
Wendy's
Cocoa
Wendy's
Indialantic
Wendy's
Lake Wales
Wendy's
Lynn Haven
Wendy's
Melbourne
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AZ
CA
CT
CT
CT
FL
FL
FL
FL
FL
Wendy's
Merritt Island
FL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
529
524
478
482
408
463
195
63
278
990
605
501
773
532
221
579
356
323
410
67
197
679
320
1,099
703
1,343
249
592
975
446
550
720
575
707
594
833
830
463
1,186
1,016
878
623
463
501
773
650
1,022
912
638
896
821
1,038
748
829
2,253
900
937
1,641
567
614
1,462
852
681
589
F-206
—
—
—
—
—
—
(11)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,104
1,231
1,072
1,315
1,238
926
1,370
1,079
1,156
1,613
1,068
1,002
1,546
1,182
1,243
1,491
994
1,219
1,231
1,105
945
1,508
2,573
1,999
1,640
2,984
816
1,206
2,437
1,298
1,231
1,309
(113)
6/27/2013
1995
(139)
6/27/2013
1991
(117)
6/27/2013
1985
(163)
6/27/2013
1994
(163)
6/27/2013
1994
(84)
7/31/2013
1989
(233)
6/27/2013
1995
(199)
6/27/2013
1995
(172)
6/27/2013
1976
(301)
6/27/2013
1982
(91)
6/27/2013
1987
(91)
7/31/2013
1983
(141)
7/31/2013
1994
(119)
7/31/2013
1978
(201)
6/27/2013
1989
(179)
6/27/2013
1995
(125)
6/27/2013
1985
(176)
6/27/2013
1994
(161)
6/27/2013
1995
(204)
6/27/2013
2001
(147)
6/27/2013
1994
(151)
7/31/2013
1986
(432)
6/27/2013
1995
(164)
7/31/2013
1978
(184)
6/27/2013
1980
(299)
7/31/2013
1995
(111)
6/27/2013
1979
(121)
6/27/2013
1985
(267)
7/31/2013
1999
(167)
6/27/2013
1995
(134)
6/27/2013
1993
(107)
7/31/2013
1990
Property
City
Wendy's
New Smyrna
Beach
State
FL
Wendy's
Ormond Beach
FL
Wendy's
Ormond Beach
FL
Wendy's
Panama City
Wendy's
Panama City
Wendy's
Port Orange
FL
FL
FL
Wendy's
South Daytona
FL
Wendy's
Tallahassee
Wendy's
Tallahassee
Wendy's
Titusville
Wendy's
Titusville
Wendy's
Titusville
Wendy's
Wendy's
Albany
Albany
Wendy's
Austell
Wendy's
Brunswick
Wendy's
Columbus
Wendy's
Columbus
Wendy's
Columbus
Wendy's
Columbus
FL
FL
FL
FL
FL
GA
GA
GA
GA
GA
GA
GA
GA
Wendy's
Douglasville
GA
Wendy's
Eastman
Wendy's
Fairburn
Wendy's
Hogansville
GA
GA
GA
Wendy's
Lithia Springs
GA
Wendy's
Morrow
Wendy's
Savannah
Wendy's
Sharpsburg
Wendy's
Stockbridge
Wendy's
Bourbonnais
Wendy's
Joliet
Wendy's
Kankakee
GA
GA
GA
GA
IL
IL
IL
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
476
626
503
461
445
695
531
952
855
528
415
414
414
383
383
306
701
743
478
223
605
258
1,076
240
668
755
720
649
480
346
642
250
394
561
503
529
837
569
432
514
505
239
761
770
1,656
748
506
435
1,787
1,185
2,209
1,380
776
473
1,316
1,359
774
922
720
1,299
558
1,039
963
1,419
F-207
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
870
1,187
1,006
990
1,282
1,264
963
1,466
1,360
767
1,176
1,184
2,070
1,131
889
741
2,488
1,928
2,687
1,603
1,381
731
2,392
1,599
1,442
1,677
1,440
1,948
1,038
1,385
1,605
1,669
(77)
6/27/2013
1982
(110)
6/27/2013
1994
(92)
7/31/2013
1984
(104)
6/27/2013
1984
(164)
6/27/2013
1987
(104)
7/31/2013
1996
(85)
6/27/2013
1980
(101)
6/27/2013
1986
(99)
6/27/2013
1986
(47)
6/27/2013
1978
(149)
6/27/2013
1984
(140)
7/31/2013
1996
(302)
7/31/2013
1995
(116)
3/26/2014
1999
(99)
6/27/2013
1994
(85)
6/27/2013
1985
(351)
6/27/2013
1999
(233)
6/27/2013
1988
(434)
6/27/2013
2003
(214)
3/26/2014
1982
(152)
6/27/2013
1993
(93)
6/27/2013
1996
(240)
7/31/2013
2002
(248)
7/31/2013
1985
(152)
6/27/2013
1988
(168)
7/31/2013
1990
(131)
7/31/2013
2001
(255)
6/27/2013
2002
(110)
6/27/2013
1987
(190)
7/31/2013
1993
(176)
7/31/2013
1977
(259)
7/31/2013
2005
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Wendy's
Mokena
Wendy's
Normal
Wendy's
Anderson
Wendy's
Anderson
Wendy's
Anderson
Wendy's
Anderson
Wendy's
Wendy's
Wendy's
Wendy's
Avon
Avon
Carmel
Carmel
Wendy's
Connersville
Wendy's
Wendy's
Fishers
Fishers
Wendy's
Greenfield
Wendy's
Indianapolis
Wendy's
Lebanon
Wendy's
Noblesville
Wendy's
Pendleton
Wendy's
Richmond
Wendy's
Richmond
Wendy's
Benton
Wendy's
Louisville
Wendy's
Louisville
Wendy's
Louisville
Wendy's
Mayfield
IL
IL
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
KY
KY
KY
KY
KY
Wendy's
Baton Rouge
LA
Wendy's
Minden
Wendy's
Worcester
Wendy's
Baltimore
Wendy's
Baltimore
Wendy's
Landover
Wendy's
Pasadena
LA
MA
MD
MD
MD
MD
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
665
443
872
859
505
584
538
638
736
915
324
855
761
429
751
1,265
590
448
735
661
252
834
532
857
242
316
182
370
760
904
340
1,049
997
991
736
708
757
713
407
330
211
178
1,298
147
229
214
212
108
42
895
1,716
992
926
1,379
1,221
1,421
779
782
936
1,288
802
1,036
267
1,902
F-208
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,662
1,434
1,608
1,567
1,262
1,297
945
968
947
1,093
1,622
1,002
990
643
963
1,373
632
1,343
2,451
1,653
1,178
2,213
1,753
2,278
1,021
1,098
1,118
1,658
1,562
1,940
607
2,951
(182)
7/31/2013
1992
(153)
3/26/2014
1985
(144)
6/27/2013
1978
(139)
6/27/2013
1978
(138)
7/31/2013
1995
(130)
7/31/2013
1976
(94)
2/7/2014
1990
(103)
2/7/2014
1999
(53)
2/7/2014
1980
(66)
2/7/2014
2001
(237)
7/31/2013
1989
(55)
2/7/2014
1999
(70)
2/7/2014
2012
(55)
2/7/2014
1980
(67)
2/7/2014
1993
(50)
2/7/2014
1979
(14)
2/7/2014
1988
(176)
6/27/2013
2005
(313)
7/31/2013
1989
(181)
7/31/2013
1989
(143)
3/26/2014
2001
(271)
6/27/2013
2001
(240)
6/27/2013
1998
(279)
6/27/2013
2000
(120)
3/26/2014
1986
(153)
6/27/2013
1998
(184)
6/27/2013
2001
(247)
6/27/2013
1995
(157)
6/27/2013
1995
(203)
6/27/2013
2002
(52)
6/27/2013
1978
(373)
6/27/2013
1997
Property
City
Wendy's
Salisbury
Wendy's
Wendy's
Suitland
Madison
Heights
Wendy's
Picayune
Wendy's
Kinston
Wendy's
Bellevue
Wendy's
Millville
Wendy's
Henderson
Wendy's
Henderson
Wendy's
Henderson
Wendy's
Las Vegas
Wendy's
Las Vegas
Wendy's
Las Vegas
Wendy's
Las Vegas
Wendy's
Las Vegas
Wendy's
Las Vegas
Wendy's
Auburn
State
MD
MD
MI
MS
NC
NE
NJ
NV
NV
NV
NV
NV
NV
NV
NV
NV
NY
Wendy's
Binghamton
NY
Wendy's
Corning
Wendy's
Cortland
Wendy's
Endicott
Wendy's
Fulton
Wendy's
Horseheads
Wendy's
Liverpool
Wendy's
Oswego
Wendy's
Owego
Wendy's
Wendy's
Vestal
Belpre
NY
NY
NY
NY
NY
NY
NY
NY
NY
OH
Wendy's
Bowling Green OH
Wendy's
Brookville
OH
Wendy's
Buckeye Lake
OH
Wendy's
Centerville
OH
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
370
332
198
437
491
338
373
933
882
785
398
919
789
725
915
633
465
293
191
635
313
392
72
530
190
101
488
297
502
448
864
615
1,299
275
725
1,032
1,159
484
1,169
842
457
508
589
562
583
458
724
392
1,085
879
1,717
952
1,253
1,181
1,369
864
645
1,915
878
1,195
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
932
(926)
—
—
—
1,072
877
1,434
F-209
1,669
(249)
6/27/2013
1995
607
923
1,469
1,650
822
1,542
1,775
1,339
1,293
987
1,481
1,372
1,183
1,639
1,025
1,550
1,172
1,908
1,587
1,566
1,573
1,441
1,394
835
2,016
1,366
1,492
508
1,520
1,741
2,049
(54)
6/27/2013
1979
(142)
6/27/2013
1998
(160)
3/26/2014
1983
(171)
5/1/2014
2004
(95)
6/27/2013
1981
(229)
6/27/2013
1994
(157)
2/7/2014
1997
(85)
2/7/2014
1999
(102)
2/7/2014
2000
(96)
2/7/2014
1976
(109)
2/7/2014
1976
(97)
2/7/2014
1984
(88)
2/7/2014
1986
(131)
2/7/2014
1991
(67)
2/7/2014
1994
(198)
7/31/2013
1977
(160)
7/31/2013
1978
(313)
7/31/2013
1996
(174)
7/31/2013
1984
(229)
7/31/2013
1987
(183)
3/26/2014
1980
(250)
7/31/2013
1982
(60)
3/26/2014
1980
(100)
3/26/2014
1986
(349)
7/31/2013
1989
(61)
3/26/2014
1995
(185)
3/26/2014
2000
(19)
7/31/2013
1994
(166)
3/26/2014
1984
(172)
6/27/2013
2000
(262)
7/31/2013
1997
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Wendy's
Cincinnati
Wendy's
Dayton
Wendy's
Dayton
Wendy's
Dayton
Wendy's
Dayton
Wendy's
Dayton
Wendy's
Dayton
Wendy's
Dayton
Wendy's
Eaton
Wendy's
Englewood
Wendy's
Fairborn
Wendy's
Fairborn
Wendy's
Fairborn
Wendy's
Fairfield
Wendy's
Hamilton
Wendy's
Hamilton
Wendy's
Hamilton
Wendy's
Hillsboro
Wendy's
Lancaster
Wendy's
Miamisburg
Wendy's
Middletown
Wendy's
Middletown
Wendy's
Middletown
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
Wendy's
Saint Bernard
OH
Wendy's
Springboro
Wendy's
Swanton
Wendy's
Wendy's
Sylvania
West
Carrollton
OH
OH
OH
OH
Wendy's
West Chester
OH
Wendy's
West Chester
OH
Wendy's
Whitehall
OH
Wendy's
Wintersville
OH
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
939
723
304
288
342
274
286
259
207
261
629
604
271
794
655
697
908
291
552
888
755
752
494
432
891
430
300
708
944
616
716
621
1,408
1,343
1,264
813
848
1,029
869
838
1,084
924
1,468
1,408
828
971
1,848
1,295
1,362
1,408
1,025
1,086
1,133
920
1,481
1,009
1,336
1,233
799
865
772
924
863
1,450
F-210
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,347
2,066
1,568
1,101
1,190
1,303
1,155
1,097
1,291
1,185
2,097
2,012
1,099
1,765
2,503
1,992
2,270
1,699
1,577
1,974
1,888
1,672
1,975
1,441
2,227
1,663
1,099
1,573
1,716
1,540
1,579
2,071
(257)
7/31/2013
1980
(245)
7/31/2013
1977
(195)
3/26/2014
1974
(126)
3/26/2014
1985
(131)
3/26/2014
1973
(165)
3/26/2014
2004
(134)
3/26/2014
1977
(130)
3/26/2014
1985
(76)
3/26/2014
1993
(143)
3/26/2014
1976
(268)
7/31/2013
1999
(257)
7/31/2013
1992
(128)
3/26/2014
1975
(177)
7/31/2013
1981
(363)
6/27/2013
2001
(236)
7/31/2013
1974
(248)
7/31/2013
2002
(276)
6/27/2013
1985
(187)
7/31/2013
1984
(198)
7/31/2013
1995
(207)
7/31/2013
1995
(168)
7/31/2013
1995
(270)
7/31/2013
1977
(184)
7/31/2013
1985
(244)
7/31/2013
1982
(236)
6/27/2013
1995
(153)
6/27/2013
1995
(158)
7/31/2013
1979
(141)
7/31/2013
1982
(169)
7/31/2013
2005
(169)
6/27/2013
1983
(264)
7/31/2013
1977
Property
City
State
Wendy's
Edmond
Wendy's
Enid
Wendy's
Ponca City
Wendy's
Sayre
Wendy's
Anderson
Wendy's
Columbia
Wendy's
Wendy's
Greenville
N. Myrtle
Beach
Wendy's
Spartanburg
Wendy's
Brentwood
Wendy's
Crossville
Wendy's
Knoxville
Wendy's
Knoxville
Wendy's
Manchester
OK
OK
OK
PA
SC
SC
SC
SC
SC
TN
TN
TN
TN
TN
Wendy's
Mcminnville
TN
Wendy's
Millington
TN
Wendy's
Murfreesboro
TN
Wendy's
Nashville
Wendy's
Nashville
Wendy's
Arlington
TN
TN
TX
Wendy's
Corpus Christi
TX
Wendy's
El Paso
Wendy's
Kingwood
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Marcos
Wendy's
Schertz
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
791
158
529
372
734
1,368
516
464
699
339
190
330
330
245
255
380
586
592
328
1,322
646
630
304
268
410
707
633
1,007
703
788
714
793
697
893
983
1,115
897
—
631
861
572
1,356
760
1,161
1,132
1,390
1,443
1,208
1,088
1,100
1,313
1,546
1,199
1,889
1,724
630
451
603
1,388
546
45
45
1,024
109
F-211
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(944)
—
—
—
—
—
—
—
—
—
1,488
1,051
1,512
1,487
1,631
1,368
1,147
1,325
1,271
1,695
950
1,491
1,462
1,635
1,698
1,588
1,674
1,692
1,641
2,868
1,845
2,519
1,084
898
861
1,310
2,021
1,553
748
833
1,738
902
(108)
3/27/2014
1979
(163)
7/31/2013
2003
(179)
7/31/2013
1979
(203)
7/31/2013
1994
(268)
7/31/2013
1995
— 6/27/2013
1995
(115)
7/31/2013
1975
(157)
7/31/2013
1983
(104)
7/31/2013
1977
(247)
7/31/2013
1982
(139)
7/31/2013
1978
(223)
6/27/2013
1995
(217)
6/27/2013
1995
(254)
7/31/2013
1984
(263)
7/31/2013
2010
(232)
6/27/2013
1995
(199)
7/31/2013
1983
(201)
7/31/2013
1983
(239)
7/31/2013
1983
(303)
6/27/2013
1994
(219)
7/31/2013
1987
(345)
7/31/2013
1996
(33)
7/31/2013
2001
(124)
6/27/2013
1985
(89)
6/27/2013
1987
(94)
2/7/2014
1990
(199)
2/7/2014
1992
(87)
2/7/2014
1995
(14)
2/7/2014
2000
(14)
2/7/2014
2003
(154)
2/7/2014
2002
(20)
2/7/2014
1994
Property
City
State
Wendy's
Selma
Wendy's
Bluefield
TX
VA
Wendy's
Christiansburg
VA
Wendy's
Dublin
Wendy's
Emporia
Wendy's
Hayes
Wendy's
Hillsville
Wendy's
Lebanon
VA
VA
VA
VA
VA
Wendy's
Mechanicsville
VA
Wendy's
Midlothian
Wendy's
North
Tazewell
VA
VA
Wendy's
Pounding Mill
VA
Wendy's
South Hill
Wendy's
Woodbridge
Wendy's
Woodbridge
Wendy's
Wytheville
Wendy's
Bellingham
Wendy's
Bothell
Wendy's
Burlington
VA
VA
VA
VA
WA
WA
WA
Wendy's
Port Angeles
WA
Wendy's
Redmond
Wendy's
Silverdale
Wendy's
Beloit
Wendy's
Fitchburg
WA
WA
WI
WI
Wendy's
Germantown
WI
Wendy's
Greenfield
Wendy's
Janesville
Wendy's
Kenosha
Wendy's
Kenosha
Wendy's
Madison
Wendy's
Milwaukee
Wendy's
Milwaukee
WI
WI
WI
WI
WI
WI
WI
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
841
450
416
384
631
304
324
431
521
230
124
296
313
117
1,927
624
1,402
1,424
859
973
1,006
704
1,300
560
1,404
—
—
—
—
—
—
—
—
—
—
—
—
976
(421)
1,193
1,598
521
598
502
687
425
422
969
808
1,138
662
419
487
647
322
965
454
810
338
615
897
477
292
806
503
123
201
931
1,230
1,257
1,137
971
1,290
1,447
1,362
810
1,351
F-212
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
958
2,377
1,040
1,786
2,055
1,163
1,297
1,437
1,225
1,530
684
1,700
868
2,791
1,136
1,495
979
979
1,231
925
1,092
1,009
2,069
1,892
1,676
1,624
1,618
1,612
2,412
1,816
1,620
1,689
(18)
2/7/2014
2003
(369)
6/27/2013
1995
(114)
7/31/2013
1980
(275)
6/27/2013
1993
(280)
6/27/2013
1994
(169)
6/27/2013
1992
(177)
7/31/2013
2001
(184)
7/31/2013
1983
(138)
6/27/2013
1989
(249)
6/27/2013
1995
(110)
6/27/2013
1980
(276)
6/27/2013
2004
(59)
6/27/2013
1995
(314)
6/27/2013
1996
(121)
6/27/2013
1978
(164)
7/31/2013
2003
(78)
2/7/2014
1994
(37)
2/7/2014
2004
(158)
6/27/2013
1994
(139)
2/7/2014
1980
(13)
2/7/2014
1977
(91)
2/7/2014
1995
(170)
7/31/2013
2002
(224)
7/31/2013
2003
(229)
7/31/2013
1989
(207)
7/31/2013
2001
(177)
7/31/2013
1991
(235)
7/31/2013
1984
(264)
7/31/2013
1986
(248)
7/31/2013
1998
(148)
7/31/2013
1979
(247)
7/31/2013
1985
Initial Costs (1)
Encumbrances
at
December 31,
2016
Buildings,
Fixtures and
Improvements
Land
Costs
Capitalized
Subsequent
to
Acquisition
(2)
Gross Amount
Carried at
December 31,
2016
(3) (4)
Accumulated
Depreciation
(3) (5)
Date
Acquired
Date of
Construction
Property
City
State
Wendy's
Milwaukee
Wendy's
New Berlin
Wendy's
Oak Creek
Wendy's
Sheboygan
Wendy's
West Allis
Wendy's
Beaver
Wendy's
Bridgeport
WI
WI
WI
WI
WI
WV
WV
Wendy's
Buckhannon
WV
Wendy's
Clarksburg
Wendy's
Fairmont
WV
WV
Wendy's
Parkersburg
WV
Wendy's
Parkersburg
WV
Wendy's
Parkersburg
WV
Wendy's
Ripley
WV
Wendy's
Saint Marys
WV
Wendy's
Vienna
WV
West Marine
Anchorage
AK
West Marine
West Marine
Fort
Lauderdale
Harrison
Township
West Marine
Deltaville
Whataburger
Edna
Whataburger
El Campo
Whataburger
Ingleside
Whataburger
Lubbock
Whole Foods
Hinsdale
Wild Bill's
Sports Salon
Rochester
Willbros Group,
Inc.
Tulsa
FL
MI
VA
TX
TX
TX
TX
IL
MN
OK
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
436
903
577
676
583
290
273
157
277
224
295
311
241
273
70
301
1,220
4,337
452
425
290
693
1,106
432
5,709
5,499
—
—
1,347
2,239
1,016
739
1,347
1,014
1,083
1,156
818
890
1,181
1,119
885
1,243
964
871
1,322
702
2,531
9,052
2,092
2,409
869
1,013
474
647
7,389
1,102
6,375
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,452
1,642
1,924
1,690
1,666
1,446
1,091
1,047
1,458
1,343
1,180
1,554
1,205
1,144
1,392
1,003
3,751
(185)
7/31/2013
1983
(135)
7/31/2013
1983
(246)
7/31/2013
1999
(185)
7/31/2013
1995
(197)
7/31/2013
1984
(222)
6/27/2013
1995
(149)
7/31/2013
1984
(162)
7/31/2013
1987
(183)
3/26/2014
1980
(220)
6/27/2013
1983
(161)
7/31/2013
1979
(227)
7/31/2013
1977
(176)
7/31/2013
1996
(171)
6/27/2013
1984
(241)
7/31/2013
2001
(128)
7/31/2013
1976
(375)
3/31/2014
1995
13,389
(1,238)
2/7/2014
2011
2,544
2,834
1,159
1,706
1,580
1,079
(399)
2/7/2014
2009
(603)
7/31/2012
2012
(159)
7/31/2013
1986
(199)
6/27/2013
1986
(86)
7/31/2013
1986
(118)
7/31/2013
1992
12,888
(1,230)
2/7/2014
1999
2,449
8,614
(227)
7/31/2013
1993
(671)
6/25/2014
1982
46,596
(11,813)
8/10/2012
2001
87,195
(15,215)
4/24/2013
2000
1,324
2,634
(105)
6/25/2014
2012
(365)
6/27/2013
1998
Williams
Sonoma
Olive Branch
MS
28,350
2,330
44,266
Winn-Dixie
Jacksonville
FL
63,240
4,360
82,835
Worrior Energy
Services
Midland
Z'Tejas
Austin
TX
TX
—
—
508
837
816
1,797
$
2,629,949
$ 2,942,810
$ 10,738,812
$ (141,701)
$
13,539,921
$ (1,766,006)
F-213
(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 billion and the associated accumulated amortization of $565.6 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, 2016 was $15.3
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, 2016, 2015 and 2014
(amounts in thousands):
Balance, beginning of year
Additions:
Acquisitions
Improvements
Deductions/Other:
Dispositions
Impairments
Reclassified to assets held for sale
Other
Balance, end of year
$
Years Ended December 31,
2016
2015
2014
$
14,566,343
$
15,857,507
$
6,699,547
91,052
25,781
33,695
60,321
(878,552)
(228,750)
(36,722)
769
13,539,921
$
(1,261,724)
(106,064)
(16,761)
(631)
14,566,343
$
11,095,559
114,070
(1,945,186)
(105,367)
(1,116)
—
15,857,507
The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2016, 2015 and 2014
(amounts in thousands):
Balance, beginning of year
Additions:
Depreciation expense
Deductions:
Dispositions
Impairments
Reclassified to assets held for sale
Balance, end of year
Years Ended December 31,
2016
2015
2014
1,331,751
$
775,050
$
586,321
630,347
(77,987)
(69,040)
(5,039)
1,766,006
$
(49,907)
(23,196)
(543)
1,331,751
$
205,712
628,340
(49,377)
(9,625)
—
775,050
$
$
F-214
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE IV – MORTGAGE LOANS HELD FOR INVESTMENT
December 31, 2016 (in thousands)
Schedule IV – Mortgage Loans Held For Investment
Description
Location
Long-Term Mortgage Loans
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
Bank Of America,
N.A.
CVS Caremark
Corporation
CVS Caremark
Corporation
CVS Caremark
Corporation
Koninklijke Ahold,
N.V.
Lowes Companies,
Inc.
Walgreen Co.
Walgreen Co.
Walgreen Co.
Total
Mt. Airy, MD
6.42% 12/15/2026
P&I
N/A
$
2,598
$
2,836
$
Evansville, IN
6.22%
1/15/2033
P&I
Greensboro, GA
6.52%
1/15/2030
P&I
Shelby Twp., MI
5.98%
1/15/2031
P&I
Bensalem, PA
7.24%
5/15/2020
P&I
Framingham, MA
5.87%
9/15/2031
Dallas, TX
6.46% 12/15/2029
Nacogdoches, TX
6.80%
9/15/2030
Rosemead, CA
6.26% 12/15/2029
(1)
P&I
P&I
P&I
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2,670
2,934
1,002
1,116
2,022
2,177
1,489
1,617
5,872
2,517
2,758
3,848
1,944
2,796
3,116
4,228
$
24,776
$ 22,764
$
_______________________________________________
(1) Zero coupon rate with balloon payment due at maturity.
—
—
—
—
—
—
—
—
—
—
Beginning Balance
Additions during the year:
Acquired in Cole Merger
Investments in mortgage notes
Deductions during the year:
Principal payments received on loan investments
Amortization of unearned discounts and premiums
Ending Balance
Years Ended December 31,
2016
2015
2014
$
24,238
$
26,806
$
26,279
—
—
—
—
72,326
2,952
(1,339)
(135)
(2,417)
(151)
(74,109)
(642)
$
22,764
$
24,238
$
26,806
F-215
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This page intentionally left blank
Letter from the CEO
Dear Stockholder,
I am pleased to report that 2016 proved to be a successful year as
we substantially achieved the core components of the business plan
outlined in 2015, and in certain areas exceeded expectations.
Business Plan Accomplishments
Pillar One: Through property culling, enhance the real estate
portfolio.
Result: We completed approximately $1.14 billion of
dispositions in 2016, for a total of nearly $2.6 billion since
2015, exceeding the top end of our original guidance
by $400.0 million. As a result, our portfolio has greater
diversification and therefore less risk.
Management Prowess
These accomplishments would not have been possible without the
leadership of our management team and the collective efforts of all
the employees at VEREIT. Our transactions team was able to seamlessly
transition from acquiring to disposing of balance sheet assets as we
culled the portfolio, and are now focusing again on leverage-neutral
acquisitions to augment the portfolio. Our operations team achieved
year-end occupancy above our goal of 98%, even as e-commerce and
uncertainty in the markets impacted the industry. The finance team
demonstrated our ability to timely access both the debt and equity
markets and provide low-cost capital. We have one of the strongest
Board of Directors in the REIT industry with extensive public company
leadership experience, as well as proficiency in real estate, finance, law,
Pillar Two: Re-establish the brand value of Cole Capital.
capital markets, institutional management, credit and other relevant
Result: We increased market share among non-listed REIT
disciplines. The addition of Richard J. Lieb and Mary Hogan Preusse as
sponsors to 10.8% in 2016, compared to 2.7% in 2015. We
new independent board members demonstrates our commitment to
successfully closed CCIT II and opened CCIT III.
have a Board of the highest quality.
Pillar Three: Reduce debt and move the balance sheet
Outlook
towards investment-grade metrics.
We are continually monitoring the financial health and credit of our
Result: We reduced net debt from $8.0 billion to $6.1 billion
tenants. Our retail focus has been, and will continue to be, on necessity
and increased our liquidity with full capacity on our $2.3
and off-price retailers which we believe are positioned to weather various
billion revolving line of credit. This resulted in investment-
economic trends. Key categories include general discount, pharmacy,
grade ratings on our debt from both S&P and Fitch Ratings.
grocery, and home and garden. Within these categories, our exposure is
Pillar Four: Adopt a sustainable dividend policy.
Result: The Board authorized and declared a common stock
dividend of $0.1375 per share for each quarter of 2016.
Operational Achievements
We finished the year with occupancy above 98% and 4.9 million
square feet of leasing activity, of which 3.6 million square feet were
early renewals. Diversification - which is one of our portfolio’s core
attributes - across our three property types was further enhanced
as we implemented our culling process resulting in 62.6% retail,
including restaurants; 15.6% industrial; and 21.8% office, which we
will continue to reduce exposure to in 2017. Our Top 10 tenants
represent 30.2% of the portfolio, which is among the lowest
concentration in the industry.
Balance Sheet Strength
In addition to enhancing the portfolio, we significantly transformed
our capital structure during 2016 and placed ourselves in a
strong position going forward. In addition to the balance sheet
enhancements outlined above, we issued $1.0 billion of unsecured
senior notes and $702.5 million of equity to prepay bonds expiring in
February 2017 and partially paid down our term loan; lengthened our
debt duration and created a well-staggered maturity schedule; and
established a continuous equity offering program with an aggregate
sales price of up to $750.0 million through September 2019. These
accomplishments, along with the overall implementation of our
business plan, resulted in investment grade ratings much sooner
than anticipated and we were able to go on the offensive with fourth
quarter acquisitions.
predominantly with investment-grade-rated tenants and brand-name
segment leaders including Family Dollar, Walmart, TJ Maxx, Walgreens,
CVS, Albertson’s, Kroger, The Home Depot, Lowes, PetSmart and LA
Fitness. During the fourth quarter, we acquired $80.2 million of properties.
Our retail acquisition focus will continue on off-price segments including
traditional and specialty grocers, select sporting goods, beauty
aids, convenience stores, furniture, pet supplies, arts & crafts, home
improvement and fitness. In 2017, we will also seek industrial assets in
strategic locations with appropriate building functionality and tenants.
On a macro level, there are a number of prospective economic
variables, all moving at the same time, and some contradictory to
each other: interest rates, inflation, GDP growth, tax, trade policy and
potential regulatory policy changes, to name a few. This has led to
uncertainty and lack of visibility towards the economic future. This
uncertainty will lead some investors to look for simple, stable real
estate investments - especially those with good yields - like VEREIT.
We will remain focused and believe our business plan provides a solid
balance sheet with a diversified portfolio.
On behalf of all of us at VEREIT, I want to thank you for your trust
as we executed our business plan. We will continue to monitor the
economic environment and make sure we are on the right course, but
our foundation and strategy are both solidly in place. The stability we
have created is now our strength.
Glenn J. Rufrano
Chief Executive Officer | VEREIT, Inc.
Executive Team
Glenn J. Rufrano
Chief Executive Officer
Thomas W. Roberts
Executive Vice President & Chief Investment Officer
Michael J. Bartolotta
Executive Vice President & Chief Financial Officer
Paul H. McDowell
Executive Vice President & Chief Operating Officer
Lauren Goldberg
Executive Vice President, General Counsel & Secretary
William C. Miller
Executive Vice President, Investment Management
Board of Directors
Hugh R. Frater
Non-Executive Chairman
Former Chairman and CEO of Berkadia
David B. Henry
Co-Founder and Chairman of Peaceable Street Capital
Mary Hogan Preusse
Managing Director and Co-Head of Americas
Real Estate for APG Asset Management US1
Richard J. Lieb
Managing Director and Chairman of
Real Estate at Greenhill & Co., LLC
Investor Relations
InvestorRelations@VEREIT.com
877.405.2653
Mark S. Ordan
CEO of Quality Care Properties, Inc.
Eugene A. Pinover
Partner and Chair of Real Estate Practice at DLA Piper
Julie G. Richardson
Former Senior Advisor at Providence Equity Partners
Glenn J. Rufrano
Chief Executive Officer of VEREIT, Inc.
VEREIT, Inc. Headquarters
2325 East Camelback Road, Suite 1100
Phoenix, Arizona 85016
The following table shows a reconciliation of Net Debt to the amounts presented in accordance with GAAP on the balance
sheet for the periods presented:
(dollar amounts in thousands)
December 31, 2016
December 31, 2015
Mortgage notes payable and other debt, net
Corporate bonds, net
Convertible debt, net
Credit facility, net
Mortgage notes payable associated with assets held for sale
Total debt - as reported
Adjustments:
Deferred financing costs, net
Net premiums
Less: cash and cash equivalents
Net Debt
$2,671,106
2,226,224
973,340
496,578
—
6,367,248
55,660
(22,012)
256,452
$3,111,985
2,536,333
962,894
1,448,590
—
8,059,802
62,674
(39,131)
69,103
$6,144,444
$8,014,242
1) Ms. Hogan Preusse announced she will be leaving APG Asset Management US in early May 2017.
VEREIT is not affiliated or associated with, is not endorsed by, does not endorse, and is not sponsored by or a sponsor of the tenants or of their products or
services pictured or mentioned. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of
their respective companies.
VEREIT-2016AnnualReportCover-2017-v2.indd 4-6
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www.VEREIT.com
2016 Annual Report
VEREIT-2016AnnualReportCover-2017-v2.indd 1-3
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As a full-service real estate operating company, VEREIT is driven to serve our tenants,
stakeholders and employees through discipline, transparency and consistency.
www.VEREIT.com