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A N N U A L
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D i sci plined . Transparent . Consistent .
VEREIT is a full-service real estate operating company which owns and manages
one of the largest portfolios of single-tenant commercial properties in the U.S.
www.VEREIT.com
L E T T E R F R O M T H E C E O
As a result, Fitch, a major credit rating agency, upgraded the
Company from ‘BBB-‘ to ‘BBB’ with a stable outlook. We realized
the benefits of our credit rating upgrade in savings in our credit
facility of 25 basis points on the term loan, 20 basis points on
the revolver, and 5 basis points on the facility fee. In addition,
our investment grade ratings from our other major rating
agencies remain intact at ‘BBB-‘ or equivalent. With litigation
behind us, the balance sheet remains very liquid with a well-lad-
dered maturity schedule.
Maintained Tenured Leadership
The experience of VEREIT’s team will continue to be an asset as
the Company moves forward. The average tenure for Senior
Director colleagues and above is more than eight years at
VEREIT. The knowledge, professional relationships and experi-
ence that comes with this tenure is invaluable. Over the last five
years VEREIT’s team has worked diligently to strengthen the
organization through a number of avenues, including employee
engagement and corporate responsibility. The Company has
established a more robust program focusing on environmental,
social and governance accountability. Our leadership team has
spearheaded these initiatives and will continue to report the
Company’s efforts to our Board of Directors. Because of the
tested experience of the Company’s leadership team, VEREIT
will continue to perform in a disciplined, transparent and
consistent manner.
Conclusion
Since the end of 2019, there has been increased uncertainty in
the market and global economies as a result of the coronavirus
(COVID-19). We are pleased that we further stabilized the
Company over the last five years to help VEREIT weather more
volatile conditions. Our tenured leadership team has experi-
enced years of changing economic cycles and will maintain a
measured approach in 2020. VEREIT will continue to prioritize
the diversification of our portfolio, the health of the investment
grade balance sheet, maintaining liquidity and the strength of
our knowledgeable leadership team.
We are proud of the positive transformation that has occurred
at the Company and we thank you for your ongoing trust in
VEREIT.
Glenn J. Rufrano | Chief Executive Officer | VEREIT, Inc.
Dear Stockholder,
Over the last five years, VEREIT has worked hard to revitalize the
Company following accounting issues that occurred under the
organization’s prior management team. 2019 represented a
transformative year for the Company as we realized the
completion of the goals set forth in our 2015 business plan and
we resolved our last legacy issue, litigation. VEREIT has
improved portfolio quality, enhanced the strength of its balance
sheet and maintained a consistent management team. The
market has recognized these achievements as evidenced by
VEREIT’s 2019 total stockholder return of 37.3%. Additionally,
the Company announced the formation of two institutional
partnerships increasing the Company’s sourcing opportunities
while utilizing VEREIT’s in-house infrastructure to maximize the
value of the enterprises. The partnerships also provide a more
optimal business model that allows for capital sources other
than the public equity markets. These accomplishments, along
with a well-diversified portfolio, put the Company in a good
position for the future.
Further Diversified Portfolio and Asset Management
Diversification is an important component in protecting income
and generating consistent earnings regardless of macroeco-
nomic conditions. In 2019, VEREIT continued to take advantage
of capital markets by selling $1.06 billion of assets and acquiring
$425.6 million of assets in order to improve portfolio metrics.
Concentrations were improved with additional tenant diversifi-
cation and office exposure continuing to decrease. Red Lobster,
our top tenant, was reduced from 5.5% to 4.7% of annualized
rental income. The Company also decreased Walgreens from
being the second largest tenant exposure to the fourth and
decreased Citizens Bank from 1.3% to 0.8% of annualized rental
income. Through consistent portfolio management, VEREIT’s
top 10 tenant concentration was reduced from 27.2% at the end
of 2018 to 26.7% at the end of 2019. VEREIT’s portfolio remains
extremely diversified geographically and by industry type. At
year-end, 38.6% of annual rental income was generated from
investment-grade rated companies and over 60.0% from public
companies, providing greater tenant transparency. Occupancy
remained healthy at 99.1% and 3.7 million square feet were
leased by VEREIT in 2019, as the teams actively manage the
portfolio. VEREIT’s portfolio of quality single-tenant assets has
been strengthened over the years.
Capital Activity and Balance Sheet
VEREIT has been persistent in prudent capital allocation and the
management of its investment-grade balance sheet. Since 2015,
total debt has been reduced from $10.4 billion to $5.7 billion
and Net Debt to Normalized EBITDA has decreased from 7.5x to
5.7x. Additionally, preferred stock has been reduced by $300
million. In 2019, the Company announced the global litigation
settlement at a net cost to the Company of $765.5 million which
was financed with an equity offering of $887 million. VEREIT also
issued $129 million under the Company’s ATM program and
$600 million aggregate principal amount of 3.1% senior notes
due in 2029. This kept debt ratios low and extended the
duration of and further laddered the maturity schedule.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file numbers: 001-35263 and 333-197780
VEREIT, Inc.
VEREIT Operating Partnership, L.P.
(Exact name of registrant as specified in its charter)
Maryland
Delaware
(VEREIT, Inc.)
(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, 9th Floor
Phoenix
AZ
(Address of principal executive offices)
(800) 606-3610
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
85016
(Zip Code)
Title of each class:
Trading symbol(s):
Name of each exchange on which registered:
Common Stock
$0.01 par value per share (VEREIT, Inc.)
VER
New York Stock Exchange
6.70% Series F Cumulative
Redeemable Preferred Stock
$0.01 par value per share (VEREIT, Inc.)
VER PRF
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Securities Act of 1934: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.
VEREIT, Inc. 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 has submitted electronically every Interactive Data File required to be submitted 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 such files). VEREIT, Inc. Yes
VEREIT Operating Partnership, L.P. Yes
No
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
VEREIT, Inc.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
VEREIT Operating Partnership, L.P.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. VEREIT, Inc.
VEREIT Operating Partnership, L.P.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
VEREIT, Inc. Yes
No
VEREIT Operating Partnership, L.P. Yes
No
The aggregate market value of voting and non-voting common stock held by non-affiliates of VEREIT, Inc. as of June 28, 2019 was approximately $8.8 billion
based on the closing sale price for VEREIT, Inc.’s common stock on that day as reported by the New York Stock Exchange.
There were 1,077,331,084 shares of common stock of VEREIT, Inc. outstanding as of February 21, 2020.
There is no public trading market for the common units of VEREIT Operating Partnership, L.P. As a result, the aggregate market value of the common units held
by non-affiliates of VEREIT Operating Partnership, L.P. cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of VEREIT, Inc.’s Definitive Proxy Statement for its 2020 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, 2019 of VEREIT, Inc., a Maryland
corporation, and VEREIT Operating Partnership, L.P., a Delaware limited partnership, of which VEREIT, Inc. is the sole general
partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,”
“VEREIT,” the “Company” or the “General Partner” mean VEREIT, Inc. together with its consolidated subsidiaries, including
VEREIT Operating Partnership, L.P., and all references to the “Operating Partnership” or “OP” mean VEREIT Operating
Partnership, L.P. together with its consolidated subsidiaries.
As the sole general partner of VEREIT Operating Partnership, L.P., VEREIT, Inc. has the full, exclusive and complete
responsibility for the Operating Partnership’s day-to-day management and control.
We believe combining the Annual Reports on Form 10-K of VEREIT, Inc. and VEREIT Operating Partnership, L.P. into this
single report results in the following benefits:
•
•
•
enhancing investors’ understanding of the Company and the Operating Partnership by enabling investors to view the
business as a whole in the same manner as management views and operates the business;
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion
of the disclosure applies to both the Company and the Operating Partnership; and
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this
report. We believe it is important to understand the differences between the Company and the Operating Partnership in the context
of how we operate as an interrelated consolidated company. VEREIT, Inc. is a real estate investment trust whose only material
asset is its ownership of partnership interests of the Operating Partnership. As a result, VEREIT, Inc. does not conduct business
itself, other than acting as the sole general partner of the Operating Partnership, issuing equity or debt from time to time and
guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries. The Operating Partnership holds
substantially all of the assets of the Company and holds the ownership interests in the Company’s joint ventures. The Operating
Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for
net proceeds from public equity or debt issuances by VEREIT, Inc., which are generally contributed to the Operating Partnership
in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the
Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the
issuance of partnership units. To help investors understand the significant differences between VEREIT, Inc. and the Operating
Partnership, there are separate sections in this report that separately discuss VEREIT, Inc. and the Operating Partnership, including
the consolidated financial statements and certain notes to the consolidated financial statements as well as separate disclosures in
Item 9A. Controls and Procedures and Exhibit 31 and Exhibit 32 certifications. As sole general partner with control of the Operating
Partnership, VEREIT, Inc. consolidates the Operating Partnership for financial reporting purposes. Therefore, the assets and
liabilities of VEREIT, Inc. and VEREIT Operating Partnership, L.P. are the same on their respective consolidated financial
statements. The separate discussions of VEREIT, Inc. and VEREIT Operating Partnership, L.P. in this report should be read in
conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the
Company.
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
For the fiscal year ended December 31, 2019
Forward-Looking Statements
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Index to Consolidated Financial Statements
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F-1
1
Forward-Looking Statements
This Annual Report on Form 10-K includes “forward-looking statements” (within the meaning of the federal securities laws,
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as
amended (the “Exchange Act”)) which reflect our expectations and projections regarding future events and plans, future financial
condition, results of operations and business. Generally, the words “anticipates,” “assumes,” “believes,” “continues,” “could,”
“estimates,” “expects,” “goals,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” variations of such
words and similar expressions identify forward-looking statements. These forward-looking statements are based on information
currently available and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which
may be difficult to predict and beyond the Company’s control, that could cause actual events and plans or could cause our business,
financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking
statements. These factors include, among other things, those discussed below. We intend for all such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and
Section 21E of the Exchange Act, as applicable. We disclaim any obligation to publicly update or revise any forward-looking
statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except
as may be required by 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 may be subject to impairment charges.
• We could be subject to unexpected costs or liabilities that may arise from potential dispositions, including related to
limited partnership, tenant-in-common and Delaware statutory trust real estate programs (“1031 real estate programs”)
and VEREIT’s management with respect to such programs.
• We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we
may be unable to acquire, dispose of, or lease properties on advantageous terms.
• We could be subject to risks associated with bankruptcies or insolvencies of tenants, from tenant defaults generally or
from the unpredictability of the business plans and financial condition of our tenants.
• We have substantial indebtedness, which may affect our ability to pay dividends, and expose us to interest rate fluctuation
risk and the risk of default under our debt obligations.
• We may be subject to increases in our borrowing costs as a result of changes in interest rates and other factors, including
the potential phasing out of London Inter-Bank Offer Rate (“LIBOR”) after 2021.
• Our overall borrowing and operating flexibility may be adversely affected by the terms and restrictions within the indenture
governing the senior unsecured notes (the “Senior Notes”), and the Credit Agreement governing the terms of the Credit
Facility (as both terms are defined in Item 1. Business).
• Our access to capital and terms of future financings may be affected by adverse changes to our credit rating.
• We may be affected by the incurrence of additional secured or unsecured debt.
• We may not be able to achieve and maintain profitability.
• We may not generate cash flows sufficient to pay our dividends to stockholders or meet our debt service obligations.
• We may be affected by risks resulting from losses in excess of insured limits.
• We may fail to remain qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.
• We are subject to risks associated with our joint ventures including their management.
• Compliance with the REIT annual distribution requirements may limit our operating flexibility.
• We may be unable to retain or hire key personnel.
All forward-looking statements should be read in light of the risks identified in Part I, Item 1A. Risk Factors within this Annual
Report on Form 10-K for the year ended December 31, 2019.
2
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 on a
straight-line basis, which includes the effect of rent escalations and any tenant concessions, such as free rent, and our pro rata share
of such revenues from properties owned by unconsolidated joint ventures. Annualized rental income excludes any adjustments
to rental income due to changes in the collectability assessment, contingent rent, such as percentage rent, and operating expense
reimbursements. Management uses annualized rental income as a basis for tenant, industry and geographic concentrations and
other metrics within the portfolio. Annualized rental income is not indicative of future performance.
When we refer to a “creditworthy tenant,” we mean a tenant that has entered into a lease that we determine is creditworthy
and may include tenants with an investment grade or below investment grade credit rating, as determined by major credit rating
agencies, or unrated tenants. To the extent we determine that a tenant is a “creditworthy tenant” even though it does not have an
investment grade credit rating, we do so based on our management’s determination that a tenant should have the financial
wherewithal to honor its obligations under its lease with us. As explained further below, this determination is based on our
management’s substantial experience performing credit analysis and is made after evaluating a tenant’s due diligence materials
that are made available to us, including financial statements and operating data.
When we refer to a “direct financing lease,” we mean a lease that requires specific treatment due to the significance of the
lease payments from the inception of the lease compared to the fair value of the property, term of the lease, a transfer of ownership,
or a bargain purchase option. These leases are recorded as a net asset on the balance sheet. The amount recorded is calculated as
the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value
at the end of the lease term.
When we refer to properties that are net leased on a “long term basis,” we mean properties with remaining primary lease terms
of generally seven to 10 years or longer on average, depending on property type.
Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner
as if the tenant were the owner of the property. There are various forms of net leases, most typically classified as triple net or
double net. Triple net leases typically require that the tenant pay all expenses associated with the property (e.g., real estate taxes,
insurance, maintenance and repairs). Double net leases typically require that the tenant pay all operating expenses associated with
the property (e.g., real estate taxes, insurance and maintenance), but excludes some or all major repairs (e.g., roof, structure and
parking lot). Accordingly, the owner receives the rent “net” of these expenses, rendering the cash flow associated with the lease
predictable for the term of the lease. Under a net lease, the tenant generally agrees to lease the property for a significant term and
agrees that it will either have no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term
of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations
under the lease.
When we refer to “operating properties” we mean properties owned and consolidated by the Company, omitting properties
(the “Excluded Properties”) for which (i) the related mortgage loan is in default, and (ii) management decides to transfer the
properties to the lender in connection with settling the mortgage note obligation. At December 31, 2019 and 2018, there were no
Excluded Properties. During the year ended December 31, 2019, there was one Excluded Property, which was an office property
comprised of 145,186 square feet, of which 6,926 square feet were vacant, with principal outstanding of $19.5 million on the
related mortgage loan. During the year ended December 31, 2018, there was one Excluded Property, which was a vacant industrial
property, comprised of 307,725 square feet with principal outstanding of $16.2 million on the related mortgage loan. During the
year ended December 31, 2017, there were seven Excluded Properties, which were two vacant office properties and five industrial
properties, two of which were vacant, comprised of an aggregate 2.1 million square feet with aggregate principal outstanding of
$116.6 million on the related mortgage loans.
Effective April 1, 2019, the Company determined that the real estate portfolio and economic metrics of operating properties
should include the Company's pro rata share of square feet and annualized rental income from the Company's unconsolidated joint
ventures, based upon the Company's legal ownership percentage, which may, at times, not equal the Company's economic interest
because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account
balances, allocations of profits and losses and payments of preferred returns. The Company did not update data presented for prior
periods as the impact on prior period metrics was immaterial.
3
As of December 31, 2019, our portfolio was comprised of 3,858 retail, restaurant, office and industrial real estate properties
with an aggregate 88.5 million square feet, of which 99.0% was leased, with a weighted-average remaining lease term of 8.3 years.
Omitting the square feet of one redevelopment property and including the pro rata share of square feet and annualized rental income
from the Company’s unconsolidated joint ventures, we had an aggregate of 89.5 million square feet, of which 99.1% was leased,
with a weighted-average remaining lease term of 8.3 years as of December 31, 2019.
Item 1. Business.
Overview
PART I
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant
commercial properties in the U.S. Omitting the square feet of one redevelopment property and including the pro rata share of
square feet and annualized rental income from the Company’s unconsolidated joint ventures, the Company has 3,858 retail,
restaurant, office and industrial operating properties with an aggregate of 89.5 million square feet, of which 99.1% was leased as
of December 31, 2019, with a weighted-average remaining lease term of 8.3 years. VEREIT’s business model provides equity
capital to creditworthy corporations in return for long-term leases on their properties.
Substantially all of our real estate operations are conducted through the Operating Partnership. VEREIT, Inc. is the sole general
partner and holder of 99.9% of the common partnership interests in the Operating Partnership (the “OP Units”) as of December 31,
2019.
Prior to the fourth quarter of 2017, the Company operated through two business segments, the real estate investment segment
and the investment management segment, Cole Capital. The Company completed the sale of Cole Capital on February 1, 2018.
The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial
statements as discontinued operations.
VEREIT, Inc. was incorporated in the State of Maryland on December 2, 2010 and has elected to be treated as a REIT for
U.S. federal income tax purposes. The Operating Partnership was formed in the State of Delaware on January 13, 2011. We operate
our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act of 1940,
as amended. VEREIT, Inc.’s shares of common stock (“Common Stock”) and 6.70% Series F Cumulative Redeemable Preferred
Stock (“Series F Preferred Stock”) trade on the New York Stock Exchange (the “NYSE”) under the trading symbols “VER” and
“VER PRF,” respectively.
2019 Developments
Real Estate Acquisitions
During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties
for an aggregate purchase price of $403.6 million, which includes $2.3 million of external acquisition-related expenses that were
capitalized.
Real Estate Dispositions
During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of six consolidated
properties to two newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”)
and one property sold through a foreclosure as discussed in Note 6 – Debt, for an aggregate gross sales price of $1.2 billion, of
which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties.
The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company
recorded a gain of $293.9 million related to the dispositions which is included in gain on disposition of real estate and real estate
assets held for sale, net in the accompanying consolidated statements of operations.
Litigation Activity
During the year ended December 31, 2019, the Company also entered into agreements to settle certain outstanding litigation,
including the pending class action lawsuit. In accordance with the terms of the agreements, certain defendants agreed to pay in
the aggregate $1.025 billion, comprised of contributions from principals of the Company's former external manager, ARC Properties
Advisors, LLC, (the “Former Manager”) totaling $225.0 million, $12.5 million from the Company’s former Chief Financial Officer
(the “Former CFO”), $49.0 million from the Company’s former auditor, and the balance of $738.5 million from the Company.
The contribution from the Company’s Former Manager and Former CFO were subsequently satisfied with a combination of (i)
Limited Partner OP Units held by the Former Manager and the Former CFO, (ii) amounts due related to dividends on certain of
4
such Limited Partner OP Units previously withheld from distribution, (iii) the value of substantially all of the Limited Partner OP
Units and dividends surrendered to the Company in July 2019 as a result of a settlement by the Former Manager with the SEC,
and (iv) cash paid by the Former Manager and Former CFO. On October 15, 2019, the Company paid $966.3 million to fund its
contribution and a portion of the Former Manager and Former CFO’s contributions in connection with their 19.9 million surrendered
Limited Partner OP Units and dividends related to certain of such Limited Partner OP Units. The Company also reached an
agreement on the material terms of a negotiated resolution relating to the U.S. Securities and Exchange Commission’s (the “SEC”)
investigation pertaining to the findings of the investigation conducted in 2014 by the audit committee (the “Audit Committee”)
of the General Partner’s Board of Directors (the “Audit Committee Investigation”), among other things, as discussed in Note 10
– Commitments and Contingencies.
Balance Sheet and Liquidity
Credit Agreement
On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo
Bank, National Association, as administrative agent and the other lenders party thereto (the “Credit Agreement”). The Credit
Agreement provided for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion unsecured revolving credit
facility (the “Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,”
together with the Revolving Credit Facility, the “Credit Facility”). In connection with entering into the Credit Agreement, the OP
repaid all of the outstanding obligations under the Amended and Restated Credit Agreement dated as of June 30, 2014 (as amended,
the “2014 Credit Agreement”) and the 2014 Credit Agreement was terminated. Effective December 27, 2019, the Company reduced
its Revolving Credit Facility capacity from $2.0 billion to $1.5 billion. At December 31, 2019, $150.0 million was outstanding
under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan.
Derivatives and Hedging Activities
During the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0
million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, which were designated as cash flow
hedges. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the
$900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the
swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total
notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related
cash outflows associated with the anticipated issuance of long-term debt.
Debt Activity
During the year ended December 31, 2019, the Company’s total debt decreased by $382.2 million, from $6.1 billion to $5.7
billion, primarily due to the redemption of the 2019 Senior Notes of $750.0 million, the redemption of the 4.125% senior notes
due 2021 (the “2021 Senior Notes”) of $400.0 million, the repurchase of $80.7 million of the 3.75% convertible senior notes due
2020 (the “2020 Convertible Notes”), net repayments on the Revolving Credit Facility of $103.0 million and a reduction of $388.1
million in secured debt, offset by the issuance of the 3.10% senior notes due 2029 (the “2029 Senior Notes”) of $600.0 million
and borrowings on the Credit Facility Term Loan of $750.0 million.
Common Stock Offering
On September 26, 2019, the Company completed a public equity offering (the "Offering"), selling a total of 94.3 million shares
of Common Stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds,
after underwriting discounts and offering expenses, of $886.9 million. The Company contributed the net proceeds from the Offering
to the OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s
Common Stock. Subsequent to September 30, 2019, the net proceeds of the Offering were used to pay amounts owed in connection
with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate
purposes.
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Common Stock Continuous Offering Programs
On September 19, 2016, the Company registered a continuous equity offering program (the “Prior Program”) pursuant to
which the Company could offer and sell, from time to time, in “at-the-market” offerings or certain other transactions, shares of
Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year
ended December 31, 2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per
share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for
net proceeds of $41.8 million.
On April 15, 2019, the Company established a new continuous equity offering program pursuant to which the Company may
sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022
in “at-the-market” offerings or certain other transactions (the “Current ATM Program”). The Current ATM Program replaced the
Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general
corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As
of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at
a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of
offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available
to be sold under the Current ATM Program.
Share Repurchase Programs
On May 3, 2018, the Company’s Board of Directors terminated its prior share repurchase program and authorized a new
program (the “2018 Share Repurchase Program”) that permitted the Company to repurchase up to $200.0 million of its outstanding
Common Stock through May 3, 2019, as market conditions warranted. On May 6, 2019, the Company’s Board of Directors
authorized a new share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up
to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can
be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including
accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and
other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a specific time
or in a specific situation, and repurchases are influenced by prevailing market conditions, the trading price of the Common Stock,
the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the
share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock.
There were no share repurchases under the 2018 Share Repurchase Program or the 2019 Share Repurchase Program during
the year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases
under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million
shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase
price of $5.6 million under the 2018 Share Repurchase Program.
Series F Preferred Stock and Series F Preferred OP Units
During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock,
representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of
Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends.
As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9
million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and
outstanding.
Termination of Services Agreement with the Cole Purchaser (as defined below)
During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for CCA
Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC, terminated in accordance with the terms of the services
agreement (the “Services Agreement”). Under the Services Agreement, the Company had continued to provide certain initial
transition services to the Cole Purchaser and the Cole REITs subsequent to the sale of Cole Capital on February 1, 2018. The
Company recorded $10.5 million of restructuring expenses related to the reorganization of its business after the sale of Cole Capital
and cessation of initial transition services performed pursuant to the Services Agreement. Under the Services Agreement, the
Company continues to be obligated to provide certain other services through December 31, 2023, which may be extended to
December 31, 2024 under certain circumstances.
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Primary Investment Focus
We own and actively manage a diversified portfolio of single-tenant retail, restaurant, office and industrial real estate assets
subject to long-term net leases with creditworthy tenants. Our focus is on single-tenant, net-leased properties that are strategically
located and essential to the business operations of the tenant, as well as retail properties that offer necessity and value-oriented
products or services. We actively manage the portfolio by considering several metrics including property type, tenant concentration,
geography, credit and key economic factors for appropriate balance and diversity. We believe that actively managing our portfolio
allows us to attain the best operating results for each asset and the overall portfolio through strategic planning, implementation of
these plans and responding proactively to changes and challenges in the marketplace.
Investment Policies
When evaluating prospective investments in or dispositions of real property, our management considers relevant real estate
and financial factors, including the location of the property, the leases and other agreements affecting the property and business
operations of the tenant, the creditworthiness of major tenants, its income-producing capacity, its physical condition, its prospects
for appreciation, its prospects for liquidity, tax considerations and other factors. In this regard, our management will have substantial
discretion with respect to the selection of specific investments, subject in certain instances to the approval of the Board of Directors.
As part of our overall portfolio strategy, we seek to lease space and/or acquire properties leased to creditworthy tenants that
meet our underwriting and operating guidelines. Prior to entering into any transaction, our corporate credit analysis and underwriting
professionals conduct a review of a tenant’s credit quality. In addition, we consistently monitor the credit quality of our portfolio
by actively reviewing the creditworthiness of certain tenants, focusing primarily on those tenants representing the greatest
concentration of our portfolio. This review primarily includes an analysis of the tenant’s financial statements either quarterly, or
as frequently as the lease permits. We also consider tenant credit quality when assessing our portfolio for strategic dispositions.
When we assess tenant credit quality, we, among other factors that we may deem relevant: (i) review relevant financial information,
including financial ratios, net worth, revenue, cash flows, leverage and liquidity; (ii) evaluate the depth and experience of the
tenant’s management team; and (iii) assess the strength/growth of the tenant’s industry. On an on-going basis, we evaluate the need
for an allowance for doubtful accounts arising from estimated losses that could result from the tenant’s inability to make required
current rent payments and an allowance against accrued rental revenue for future potential losses that we deem to be unrecoverable
over the term of the lease. The factors considered in determining the credit risk of our tenants include, but are not limited to:
payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in
tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region;
and industry specific credit considerations. We are of the opinion that the credit risk of our portfolio is reduced by the high quality
of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our
portfolio to identify potential problem tenants and mitigation options.
Real Estate Investments
As of December 31, 2019, the Company owned 3,858 operating properties comprising 89.5 million square feet of retail and
commercial space located in 49 states and Puerto Rico, of which 99.1% was leased with a weighted-average remaining lease term
of 8.3 years, which includes properties owned through consolidated joint ventures and the pro rata share of square feet and annualized
rental income from the Company’s unconsolidated joint ventures and omits the square feet of one redevelopment property. There
were no tenants exceeding 10% of our consolidated annualized rental income as of December 31, 2019 or 2018. As of
December 31, 2019 and 2018, properties located in Texas represented 12.8% and 12.5%, respectively, of our consolidated
annualized rental income. As of December 31, 2019 and 2018, tenants in the casual dining restaurant industry accounted for 12.0%,
and 12.8%, respectively, of our consolidated annualized rental income. As of December 31, 2019 and 2018, tenants in the
manufacturing industry accounted for 9.3% and 10.1%, respectively, of our consolidated annualized rental income.
Financing Policies
We rely on leverage to allow us to invest in a greater number of assets and enhance our asset returns. We 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, unsecured corporate-level debt, 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 we
may acquire properties subject to existing mortgage indebtedness.
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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
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties. We compete
with a number of developers, owners and operators of retail, restaurant, office and industrial real estate, many of which own
properties similar to ours in the same markets in which our properties are located. We also may face new competitors and, due to
our focus on single-tenant properties located throughout the United States, and because many of our competitors are locally or
regionally focused, we do not expect to encounter the same competitors in each region of the United States. Our competitors may
be willing to accept lower returns on their investments and may succeed in buying the properties that we have targeted for acquisition.
Foreign investors may view the U.S. real estate market as being more stable than other international markets and may increase
investments in high-quality single-tenant properties, especially in gateway cities. We may also incur costs in connection with
unsuccessful acquisitions that we will not be able to recover.
Regulations
Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among
other things, health, safety and zoning regulations, land use controls, environmental controls relating to air and water quality, noise
pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all material permits
and approvals necessary under current law to operate our investments.
Our properties are also subject to laws such as the Americans with Disabilities Act of 1990 (“ADA”), which require that all
public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may
currently not be in compliance with the ADA. If one or more of the properties in our portfolio is not in compliance with the ADA
or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance.
Environmental Matters
Under various federal, state and local environmental laws, a current owner of real estate may be required to investigate and
clean up contaminated property. Under these laws, courts and government agencies have the authority to impose cleanup
responsibility and liability even if the owner did not know of and was not responsible for the contamination. For example, liability
can be imposed upon us based on the activities of our tenants or a prior owner. In addition to the cost of the cleanup, environmental
contamination on a property may adversely affect the value of the property and our ability to sell, rent or finance the property, and
may adversely impact our investment in that property.
Prior to acquisition of a property, we will obtain Phase I environmental reports, or will rely on recent Phase I environmental
reports. These reports will be prepared in accordance with an appropriate level of due diligence based on our standards and generally
include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records,
one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historic aerial
photographs and other information on past uses of the property and nearby or adjoining properties. We may also obtain a Phase
II investigation which may include limited subsurface investigations and tests for substances of concern where the results of the
Phase I environmental reports or other information indicates possible contamination or where our consultants recommend such
procedures.
Employees
As of December 31, 2019, we had approximately 160 employees.
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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 access any materials we file with the SEC 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 our website at www.ir.vereit.com. We are providing our website address solely for the information of investors. We do not
intend for the information contained on our website to be incorporated into this Annual Report on Form 10-K or other filings with
the SEC.
Supplemental Federal Income Tax Considerations
This summary is for general information purposes only and is not tax advice. This discussion does not address all aspects of
taxation that may be relevant to particular holders of our securities in light of their personal investment or tax circumstances.
The following discussion supplements and updates the disclosures under “Certain U.S. Federal Income Tax Considerations”
in the prospectus dated April 15, 2019 contained in our Registration Statement on Form S-3 filed with the SEC on April 15, 2019.
The sixth sentence of the discussion under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S.
Stockholders - Distributions Attributable to Sale or Exchange of Real Property” is revised to read, “We must withhold 21% of any
distribution that is a distribution attributable to USRPI gain,” such that the revised paragraph reads in full as follows:
Distributions Attributable to Sale or Exchange of Real Property. Except as discussed below with respect
to 10% or less holders of regularly traded classes of stock, “qualified shareholders” and “qualified foreign
pension funds” (for periods on and after December 18, 2015), for any year in which we qualify as a REIT, a
Non-U.S. Stockholder will incur tax on distributions by us that are attributable to gain from our sale or exchange
of USRPIs under special provisions of the U.S. federal income tax laws known as the Foreign Investment in
Real Property Act, or FIRPTA. The term USRPIs includes interests in real property and shares in corporations
at least 50% of whose real estate and business assets consist of interests in U.S. real property. Under those rules,
a Non-U.S. Stockholder is taxed on distributions by us attributable to gain from sales of USRPIs as if the gain
were effectively connected with a U.S. trade or business of the Non-U.S. Stockholder. A Non-U.S. Stockholder
thus would be taxed on such a distribution at regular tax rates applicable to U.S. Stockholders, subject to any
applicable alternative minimum tax. A corporate Non-U.S. Stockholder not entitled to treaty relief or exemption
also may be subject to the 30% branch profits tax on such a distribution. We must withhold 21% of any distribution
that is a distribution attributable to USRPI gain. A Non-U.S. Stockholder may receive a credit against its tax
liability for the amount we withhold. However, FIRPTA and the 21% withholding tax will not apply to any
distribution with respect to any class of our stock that is regularly traded on an established securities market
located in the United States if the recipient Non-U.S. Stockholder did not own more than 10% of such class of
stock at any time during the one-year period ending on the date of distribution. Instead, any distribution will
be treated as an ordinary distribution subject to the rules discussed above.
The second sentence of the discussion under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S.
Stockholders - U.S. Federal Income Tax Withholding on Distributions not Subject to FIRPTA” is revised to read, “We also may
be require to withhold tax at the rate of 21% on the portion of any dividend to a Non-U.S. Stockholder that is or could be designated
by us as a capital gain dividend, even if not attributable to gain on a sale or exchange of an interest in U.S. real property,” such
that the revised paragraph reads in full as follows:
U.S. Federal Income Tax Withholding on Distributions not Subject to FIRPTA. For U.S. federal income
tax withholding purposes, we generally will withhold tax at the rate of 30% on the amount of any distribution
(other than distributions designated as capital gain dividends or distributions of USRPI gain subject to FIRPTA
as discussed above) made to a Non U.S. Stockholder, unless the Non U.S. Stockholder provides us with
appropriate documentation (1) evidencing that such Non U.S. Stockholder is eligible for an exemption or reduced
rate under an applicable income tax treaty, generally an IRS Form W 8BEN or W-8BEN-E (in which case we
will withhold at the lower treaty rate) or (2) claiming that the dividend is effectively connected with the Non U.S.
Stockholder’s conduct of a trade or business within the U.S., generally an IRS Form W 8ECI (in which case we
will not withhold tax). We also may be require to withhold tax at the rate of 21% on the portion of any dividend
to a Non-U.S. Stockholder that is or could be designated by us as a capital gain dividend, even if not attributable
to gain on a sale or exchange of an interest in U.S. real property. Such withheld amounts of tax do not represent
actual tax liabilities, but rather, represent payments in respect of those tax liabilities described in the preceding
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two paragraphs. Therefore, such withheld amounts are creditable by the Non U.S. Stockholder against its actual
U.S. federal income tax liabilities, including those described in the preceding two paragraphs. The Non U.S.
Stockholder would be entitled to a refund of any amounts withheld in excess of such Non U.S. Stockholder’s
actual U.S. federal income tax liabilities, provided the required information is timely furnished to the IRS.
The paragraph under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Qualified
Foreign Pension Funds” is replaced in its entirety, such that the revised paragraph reads in full as follows:
Qualified Foreign Pension Funds. For periods on or after December 18, 2015, for FIRPTA purposes neither a
“qualified foreign pension fund” nor any “qualified controlled entity” is treated as a Non-U.S. Stockholder. A “qualified
foreign pension fund” is an organization or arrangement (i) created or organized in a foreign country, (ii) established by
a foreign country (or one or more political subdivisions thereof) or one or more employers to provide retirement or pension
benefits to current or former employees (including self-employed individuals) or their designees as a result of, or in
consideration for, services rendered, (iii) which does not have a single participant or beneficiary that has a right to more
than 5% of its assets or income, (iv) which is subject to government regulation and with respect to which annual information
about its beneficiaries is provided, or is otherwise available, to relevant local tax authorities and (v) with respect to which,
under its local laws, (A) contributions that would otherwise be subject to tax are deductible or excluded from its gross
income or taxed at a reduced rate, or (B) taxation of its investment income is deferred, or such income is excluded from
its gross income or taxed at a reduced rate. A “qualified controlled entity” is an entity all the interests of which are held
by a qualified foreign pension fund. Alternatively, under proposed Treasury Regulations that taxpayers generally may
rely on, but which are subject to change, a “qualified controlled entity” is a trust or corporation organized under the laws
of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly
or indirectly through one or more qualified controlled entities or partnerships. Distributions received by qualified foreign
pension funds and qualified controlled entities will be taxed as described above at - Distributions - In General regardless
of whether the distribution is attributable to the sale of a USRPI. Gain of a qualified foreign pension fund or qualified
controlled entity treated as gain from the sale or exchange of our stock as well as our capital gain dividends and distributions
treated as gain from the sale or exchange of our stock under the rules described above at - Distributions - In General,
will not be subject to tax unless such gain is treated as effectively connected with the qualified foreign pension fund's (or
the qualified controlled entity's, as applicable) conduct of a U.S. trade or business, in which case the qualified foreign
pension fund (or qualified controlled entity) generally will be subject to a tax at the same graduated rates applicable to
U.S. Stockholders, unless an applicable income tax treaty provides otherwise, and may be subject to the 30% branch
profits tax on its effectively connected earnings and profits, subject to adjustments, in the case of a foreign corporation.
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 VEREIT'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 VEREIT’s Common Stock and any class or series of its preferred
stock, references to our “stockholders” represent holders of VEREIT’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.
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 net leased commercial properties. Therefore,
the financial failure of, or other default by, a significant tenant or multiple tenants could cause a material reduction in our revenues
and operating cash flows. In addition, this risk is increased where we lease multiple properties to a single tenant under a master
lease. In such an instance, a default specific to a particular property could result in a termination of the entire master lease, resulting
in the loss of revenue from all properties under the master lease.
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We are subject to competition in the leasing of our properties. We compete with numerous developers, owners and operators
of retail, restaurant, industrial and office real estate, many of which have greater financial and other resources than we do. We
cannot assure you that our leases will be renewed or that we will be able to lease or re-lease the properties on favorable terms, or
at all, or that lease terminations will not cause us to sell the properties at a loss. If our properties are nearing the end of the lease
term or become vacant and our competitors offer alternative 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, offer substantial rent or other concessions, and accommodate requests for remodeling and other
improvements in order to retain tenants when such tenants’ leases expire or to attract new tenants. Certain of our properties may
be specifically suited to the particular needs of a tenant (e.g., a retail bank branch or distribution warehouse) and major renovations
and expenditures may be required in order for us to re-lease the space for other uses. Any of our properties that become vacant
could be difficult to sell or re-lease at similar or favorable rental rates or at all. We have and may continue to experience vacancies
due to the default of a tenant under its lease, the expiration of one of our leases or if we are not willing to agree to existing or new
tenant accommodations or concessions. We typically must incur all of the costs of ownership for a property that is vacant. If
vacancies continue, we may suffer reduced rental income, resulting in less cash available for distribution to our stockholders and
unitholders. If we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease
space as leases expire, on favorable terms or at all, our financial condition, liquidity and results of operations could be adversely
affected.
We are subject to tenant, geographic and industry concentrations that make us more susceptible to adverse events with respect
to certain tenants, geographic areas or industries.
We have tenant, geographic and industry concentrations within our portfolio and as we continue to acquire properties, our
portfolio may become more concentrated by tenant, geographic area or industry. Any adverse change in the financial condition of
a tenant with whom we may have a significant credit concentration now or in the future, or any downturn of the economy in any
state or industry in which we may have a significant credit concentration now or in the future, could result in a material reduction
of our cash flows or material losses to us. These concentrations may also strengthen tenant bargaining power and make us more
susceptible to adverse regulatory changes, natural disasters or other unexpected events that may impact a particular tenant,
geographic location or industry which could negatively affect our operations or result in a material reduction of our cash flows or
material losses to us.
Our net leases may require us to pay property-related expenses that are not the obligations of our tenants.
Under the terms of the majority of our net leases, in addition to satisfying their rent obligations, our tenants are responsible
for the payment or reimbursement of property expenses such as real estate taxes, insurance and ordinary maintenance and repairs.
However, under the provisions of certain existing leases and leases that we may enter into in the future with our tenants, we may
be required to pay some or all of the expenses of the property, such as the costs of environmental liabilities, roof and structural
repairs, real estate taxes, insurance, certain non-structural repairs and maintenance. If our properties incur significant expenses
that must be paid by us under the terms of our leases, our business, financial condition and results of operations may be adversely
affected and the amount of cash available to meet expenses and to make distributions to our stockholders and unitholders may be
reduced.
Real estate investments are relatively illiquid and therefore we may not be able to dispose of properties when appropriate or on
favorable terms which could, among other things, adversely impact our ability to make cash distributions to our stockholders
and unitholders.
We expect to hold our real estate investments until such time as we decide that a sale or other disposition is appropriate given
our investment objectives and REIT qualification limitations. We generally intend to hold properties for an extended period of
time, but our management or Board of Directors may exercise their discretion as to whether and when to sell a property (including
in connection with joint venture arrangements) to achieve investment or portfolio objectives. Real estate investments are, in general,
relatively illiquid and may become even more illiquid during periods of economic downturn. Our ability to dispose of properties
on advantageous terms or at all depends on certain factors beyond our control, including competition from other sellers, the
availability of attractive financing for potential buyers of our properties and the quality of the underlying tenant. In addition, if
our competitors sell assets similar to assets we intend to divest and/or at valuations below our valuations for comparable assets,
we may be unable to divest our assets at all or at favorable pricing or terms. Furthermore, we may be required to seek modifications
of an underlying lease or expend funds to correct defects or to make improvements before a property can be sold. We cannot predict
the various market conditions affecting real estate investments that will exist at any particular time in the future. As a result, once
we determine to sell a property we may not be able to do so quickly, on favorable terms or at all. Due to the uncertainty of market
conditions that may affect the disposition of our properties, we cannot assure you that we will be able to sell our properties at a
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profit or at all in the future, which may impact the extent to which our stockholders and unitholders will receive cash distributions
and realize potential appreciation on our real estate investments.
In addition, certain significant real property expenditures generally do not change in response to economic or other conditions,
including debt service obligations, real estate taxes, and operating and maintenance costs. This combination of variable disposition
revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings. 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.
A substantial portion of our properties are leased to tenants with a below investment grade rating, as determined by major credit
rating agencies, or are leased to tenants that are not rated, and may have a greater risk of default.
As of December 31, 2019, approximately 61.4% of our tenants were not rated or did not have an investment grade credit rating
from a major ratings agency or were not affiliates of companies having an investment grade credit rating, which percentage may
increase over time, including as property acquisition volume increases. Our investments in properties leased to such tenants may
have a greater risk of default and bankruptcy than investments in properties leased exclusively to investment grade tenants, and
these tenants may be more susceptible to default if economic conditions decline, including in the tenant’s industry. When we invest
in properties where the tenant does not have a publicly available credit rating, we will use certain credit-assessment tools as well
as rely on our own underwriting and analysis of the tenant’s credit rating which includes, among other things, reviewing the tenant’s
financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable). If our ratings
estimates are inaccurate, the default or bankruptcy risk for the subject tenant may be greater than anticipated. These outcomes
could have an adverse impact on our returns on the assets and hence our operating results.
Dividends paid from sources other than our cash flow from operations could affect our profitability, restrict our ability to
generate sufficient cash flow from operations, and dilute stockholders’ and unitholders’ interests in us.
We may not generate sufficient cash flow from operations to pay dividends and we may in the future pay dividends from
sources other than from our cash flow from operations, such as from the proceeds of property or other asset dispositions, borrowings
(including on our existing Revolving Credit Facility), cash and cash equivalents balances, and/or offerings of debt and/or equity
securities. We have not established any limit on the amount of borrowings and/or the sale of property or other assets or the proceeds
from an offering of debt or equity securities that may be used to fund dividends, except that, in accordance with our organizational
documents and Maryland law, we may not make dividend distributions that would: (1) cause us to be unable to pay our debts as
they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior
liquidation preferences; or (3) jeopardize our ability to qualify as a REIT.
Funding dividends from borrowings could restrict the amount we can borrow for portfolio investments, which may affect our
ability to increase our property acquisitions and our profitability. Funding dividends with the sale of property or other assets or
the proceeds of offerings of debt or equity securities may affect our ability to generate cash flows. Payment of dividends from
these sources could affect our profitability, restrict our ability to generate sufficient cash flow from operations, and dilute
stockholders’ and unitholders’ interests in us, any or all of which may adversely affect your overall return. In addition, funding
dividends from the sale of additional debt or equity securities could dilute your interest in us if we sell shares of our Common
Stock or securities that are convertible or exercisable into shares of our Common Stock. As a result, the return you realize on your
investment may be reduced.
We could face potential adverse effects from the bankruptcies or insolvencies of tenants or from tenant defaults generally.
The bankruptcy or insolvency of our tenants may adversely affect the income produced by our properties. Under bankruptcy
law, a tenant cannot be evicted solely because of its bankruptcy and has the option to assume or reject any unexpired lease. If the
tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated
as a general unsecured claim. Our claim against the bankrupt tenant for unpaid and future rent will be subject to a statutory cap
that might be substantially less than the remaining rent actually owed under the lease, and it is unlikely that a bankrupt tenant that
rejects its lease would pay in full amounts it owes us under the lease. Even if a lease is assumed and brought current, we still run
the risk that a tenant could condition lease assumption on a restructuring of certain terms, including rent, that would have an adverse
impact on us. Any shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our cash flows and
results of operations and could cause us to reduce the amount of distributions to our stockholders and unitholders.
In addition, the financial failure of, or other default by, one or more of the tenants to whom we have exposure could have an
adverse effect on the results of our operations. While we evaluate the creditworthiness of our tenants by reviewing available
financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments
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or avoid defaulting under its lease. If any of our tenants’ businesses experience adverse changes, they may fail to make rental
payments when due, close a number of business locations, exercise early termination rights (to the extent such rights are available
to the tenant) or declare bankruptcy. A default by a significant tenant or multiple tenants could cause a material reduction in our
revenues and operating cash flows. In addition, if a tenant defaults, we may incur substantial costs in protecting our investment.
If a sale-leaseback transaction is re-characterized by the IRS or in a tenant’s bankruptcy proceeding, our REIT status or
financial condition could be adversely affected.
We have entered and may continue to enter into sale-leaseback transactions. In a sale-leaseback transaction, we purchase a
property and then lease it back to the third party from whom we purchased it. The IRS could challenge our characterization of
certain leases and re-characterize them as financing transactions or loans for U.S. federal income tax purposes or, in the event of
the bankruptcy of a tenant, a sale-leaseback transaction might be re-characterized as either a financing or a joint venture.
If a sale-leaseback transaction is re-characterized by the IRS, we might fail to satisfy the REIT qualification tests and,
consequently, lose our REIT status effective with the year of re-characterization. Alternatively, such a re-characterization 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. Further, if a sale-leaseback is re-characterized as a financing, we
would not be considered the owner of the property and, as a result, would have the status of a creditor in relation to the tenant. In
that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have
a claim against the tenant for the amounts owed under the lease, with the claim arguably secured by the property. In bankruptcy,
the tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its
outstanding balance. If confirmed by the bankruptcy court, we could be bound by the new terms and prevented from foreclosing
our lien on the property. If the sale-leaseback is re-characterized as a joint venture, our tenant 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
tenant relating to the property.
We have a history of operating losses and cannot assure you that we will achieve or maintain profitability.
Since our inception in 2010, we have experienced net losses (calculated in accordance with generally accepted accounting
principles in the United States (“U.S. GAAP”) and as of December 31, 2019, had an accumulated deficit of $6.40 billion. The
extent of our future operating losses and the timing of when we will achieve profitability are uncertain, and together depend on
the demand for, and value of, our portfolio of properties. We may never achieve or maintain profitability.
We may be unable to enter into and consummate property acquisitions on advantageous terms or our property acquisitions
may not perform as we expect due to competitive conditions and other factors.
We intend to acquire properties in the future. The acquisition of properties entails various risks, including the risks that our
investments may not perform as we expect and that our cost estimates for bringing an acquired property up to market standards
may prove inaccurate. Further, we expect to finance any future acquisitions through a combination of borrowings (including under
our Revolving Credit Facility), cash and cash equivalent balances, proceeds from equity and/or debt offerings by VEREIT, the
Operating Partnership or their subsidiaries, cash flow from operations and proceeds from property or other asset dispositions which,
if unavailable, could adversely affect our cash flows.
In addition, our ability to acquire properties in the future on satisfactory terms and successfully integrate and operate such
properties is subject to the following significant risks:
• we may be unable to acquire desired properties or the purchase price of a desired property may increase significantly
because of competition from other real estate investors, including other real estate operating companies, REITs and
investment funds;
• we may acquire properties that are not accretive to our earnings upon acquisition;
• we may be unable to obtain the necessary debt or equity financing to consummate an acquisition or, if obtainable, financing
may not be on satisfactory terms;
• we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
agreements for the acquisition of properties are typically subject to customary conditions to closing, including satisfactory
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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
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• we may acquire properties and assume existing liabilities without any recourse, or with only limited recourse, for liabilities,
whether known or unknown, quantifiable or unquantifiable, such as tax liabilities, accrued but unpaid liabilities, cleanup
of environmental contamination, remediation of latent defects, claims by tenants, vendors or other persons against the
former owners of the properties and claims for indemnification by general partners, directors, officers and others
indemnified by the former owners of the properties.
Any of the above risks could adversely affect our business, financial condition, liquidity and results of operations.
The value of our real estate investments is subject to risks including risks associated with the real estate industry.
Our real estate investments are subject to various risks, fluctuations and cycles in value and demand, many of which are
beyond our control. Certain events may decrease our cash available for distribution to our stockholders and unitholders, as well
as the value of our properties. These risks and events include, but are not limited to:
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adverse changes in international, national or local economic and demographic conditions;
vacancies or our inability to lease space on favorable terms, including possible market pressures to offer tenants rent
abatements, tenant improvements, early termination rights or tenant-favorable renewal options;
adverse changes in financial conditions of buyers, sellers and tenants of properties;
ongoing disruption and/or consolidation in the retail sector;
negative developments in the real estate market, including tenant performance, that may cause management to reevaluate
the business and macro-economic assumptions used in the impairment analysis of our properties, which may cause us to
determine that an impairment has occurred and may have a material impact on the Company’s financial statements;
inability to collect rent from tenants, or other failures by tenants to perform the obligations under their leases;
competition from other real estate investors, including other real estate operating companies, REITs and institutional
investment funds;
the obsolescence of our properties over time, including as a result of age or a shift in market preference, which could
impact our ability to re-tenant a property, particularly if the property was built to suit a particular tenant;
our ownership or future acquisition of properties subject to leasehold interests in the land (i.e., ground leases) or other
similar agreements with terms different than the related operating lease for the property, may limit our uses of these
properties and may restrict our ability to sell or otherwise transfer such properties without the ground landlord’s consent,
all of which may impair their value;
reductions in the level of demand for commercial space generally, and freestanding net leased properties specifically, and
changes in the relative popularity of our tenants and/or properties;
increases in the supply of freestanding single-tenant properties;
fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of our properties,
to obtain financing on favorable terms or at all;
increases in expenses, including, but not limited to, insurance costs, labor costs, energy prices, real estate assessments
and other taxes and costs of compliance with laws, regulations and governmental policies, all of which have an adverse
impact on the rent a tenant may be willing to pay us in order to lease one or more of our properties;
loss of property rights, adverse impacts on our tenants’ business operations and/or increases in tenant vacancies resulting
from eminent domain proceedings;
civil unrest, acts of God, including earthquakes, floods, hurricanes and other natural disasters, including extreme weather
events or damage from rising sea levels from possible future climate change, which may result in uninsured losses, and
acts of war or terrorism; and
changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation,
health, safety, environmental, zoning and tax laws, governmental fiscal policies and the ADA.
In addition, our properties are subject to the ADA and while our tenants are obligated to comply with the ADA and may be
obligated under our leases to pay for the costs associated with compliance with the ADA, if compliance involves expenditures that
are greater than anticipated or if tenants fail or are unable to comply, we may be required to incur expenses to bring a property
into compliance.
Any or all of these factors could materially adversely affect our results of operations through decreased revenues or increased
costs.
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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 commercial general liability, flood, earthquake, and property and rental loss insurance covering all of the properties
in our portfolio under one or more blanket insurance policies with policy specifications, limits and deductibles customarily carried
for similar properties. We carry professional liability, 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 certain coverages
on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value
of the coverage discounted for the risk of loss. Our title insurance policies may not insure for the current aggregate market value
of our portfolio, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases.
We do not carry insurance for certain losses and certain types of losses may be either uninsurable or not economically insurable,
such as losses due to nuclear explosions, riots or acts of war. If we experience a loss that is uninsured or which exceeds policy
limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties.
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.
We face possible risks associated with the physical effects of climate change which could have a material adverse effect on our
properties, operations and business.
Climate change, including rising sea levels, flooding, extreme weather, changes in precipitation and temperature, and air
quality, may result in physical damage to, a decrease in demand for, and/or a decrease in rent from and value of our properties
located in the areas affected by these conditions. A number of our properties are located in areas that have historically been impacted
by earthquakes, floods, hurricanes, and tornadoes. To the extent climate change causes increased changes in weather patterns, our
markets could experience heightened storm intensity and rising sea-levels. These conditions could result in declining demand for
leased space in our buildings or an inability to operate the buildings at all. Climate change may also have indirect effects on our
business by increasing the cost of (or making unavailable) property insurance on terms we and/or our tenants find acceptable.
There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.
Our participation in joint ventures creates additional risks as compared to direct real estate investments, and the actions of our
joint venture partners could adversely affect our operations or performance.
We participate in and may in the future participate in additional transactions structured to purchase and dispose of assets jointly
with unaffiliated third parties (a “joint venture”), including the management of these joint ventures. There are additional risks
involved in joint venture transactions apart from those associated with purchasing property directly. For example, as a co-investor
in a joint venture, we may not be in a position to exercise sole decision-making authority relating to significant decisions affecting
the property. In addition, there is the potential of the co-participant in the joint venture becoming bankrupt and the possibility of
diverging or inconsistent economic or business interests of us and that participant. We may also provide non-recourse guarantees
of the indebtedness of the joint venture. These diverging interests could result in, among other things, exposure to liabilities of the
joint venture in excess of our proportionate share of these liabilities.
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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, 2019 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.
Historical 1031 real estate programs we manage may divert resources from our core business operations and may subject us
to unexpected liabilities and costs.
We continue to serve as the asset manager of certain 1031 real estate programs. While the volume of programs under
management has been decreasing, we continue to manage the remaining properties which requires the allocation of staff and other
Company resources. Continuing management of these programs may divert resources from our core business operations and could
result in unexpected liabilities and costs, including potential litigation.
Changes in accounting pronouncements could adversely impact our or our tenants’ reported financial performance.
Accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.
From time to time the Financial Accounting Standards Board and the SEC, who create and interpret appropriate accounting
standards, may change the financial accounting and reporting standards or their interpretation and application of these standards
that govern the preparation of our financial statements. These changes could have a material impact on our reported financial
condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting
in restating prior period financial statements. Similarly, these changes could have a material impact on our tenants’ reported financial
condition or results of operations and affect their preferences regarding leasing real estate.
We may not be able to maintain our competitive advantages if we are not able to attract and retain key personnel.
Our success depends to a significant extent on our ability to attract and retain key members of our executive and senior
management teams and staff supporting our continuing operations. If there are changes in senior leadership affecting our continuing
operations, such changes could be disruptive and could compromise our ability to operate our business. While we have entered
into employment agreements with certain key personnel, there can be no assurance that we will be able to retain the services of
individuals whose knowledge and skills are important to our businesses. Our success also depends on our ability to prospectively
attract, integrate, train and retain qualified management personnel. Because the competition for qualified personnel is intense,
costs related to compensation and retention could increase significantly in the future. If we were to lose a sufficient number of our
key employees and were unable to replace them in a reasonable period of time, these losses could damage our business and adversely
affect our results of operations.
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Competition that traditional retail tenants face from e-commerce retail sales, or the integration of brick and mortar stores with
e-commerce retailers, could adversely affect our business.
Our retail tenants continue to face increased competition from e-commerce retailers. E-commerce sales continue to account
for an increasing percentage of retail sales, and this trend is expected to continue as our retail tenants continue to look for ways to
increase their e-commerce presence and/or integrate their brick and mortar stores with an e-commerce platform. These trends may
have an impact on decisions that retailers make regarding their brick and mortar stores. Changes in shopping trends as a result of
the growth in e-commerce may also impact the profitability of retailers that do not adapt to changes in market conditions. The
continued growth of e-commerce sales could decrease the need for traditional retail outlets and reduce retailers' space and property
requirements. These conditions could adversely impact our results of operations and cash flows if we are unable to meet the needs
of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a
compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of
which could negatively impact our financial results.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our
information resources. These incidents may be an intentional attack (e.g., the application of banking or other malware to intercept
funds) or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of
misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these
incidents may include disrupted operations (e.g., disruption of finance or accounting systems that process or receive payment
obligations, manage cash, warehouse data and other processes and procedures), misstated or unreliable financial data, liability for
stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our tenant and investor
relationships. In addition, from time to time, we update, modify or change our information systems and, although we have taken
steps to protect the security of the data and systems, our security measures may not be able to prevent cyber incidents resulting
from such modifications or changes. As our reliance on technology has increased, so have the risks posed to our information
systems, both internal and those we have outsourced. We have implemented processes, procedures (including training and recovery
procedures) and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our
increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that our financial results, operations,
business relationships or confidential information will not be negatively impacted by such an incident. The remediation of a cyber
incident could result in significant unplanned expenditures and our cash flows and results of operations could be adversely affected.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in the
dilution of our stockholders and unitholders, and limit our ability to sell or refinance such assets.
We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution
transactions in exchange for OP Units. Under the Third Amended and Restated Agreement of Limited Partnership of the OP, as
amended (the “LPA”), after holding 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 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.
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Market volatility and disruption could hinder our ability to obtain new debt financing or refinance our maturing debt on
favorable terms or at all or to raise debt and equity capital. Our access to capital will depend upon a number of factors, including:
general market conditions; the market’s perception of our future growth potential; the extent of investor interest; analyst reports
about us and the REIT industry; the general reputation of REITs and the attractiveness of their equity securities in comparison to
other equity securities, including securities issued by other real estate-based companies; our financial performance and that of our
tenants; our current debt levels; our current and expected future earnings; our cash flow and cash dividends, including our ability
to satisfy the dividend requirements applicable to REITs; and the market price per share of our Common Stock. 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, 2019, we had $5.7 billion of debt outstanding, including net premiums and net deferred financing costs.
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.
We may incur substantial additional debt in the future, including borrowings under our Revolving Credit Facility and other types
of debt, as our business strategy contemplates the use of debt to finance long-term growth and our organizational documents contain
no limitations on the amount of debt that we may incur upon approval by our Board, without stockholder approval. We may incur
additional debt for various purposes including, without limitation, the funding of future acquisitions, capital improvements and
leasing commissions in connection with the repositioning of properties which would increase our debt service obligations. Our
substantial outstanding indebtedness, and the limitations imposed on us by our debt agreements, could have significant adverse
consequences, including as follows:
our cash flow may be insufficient to meet our required principal and interest payments;
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• we may be unable to borrow additional funds as needed or on satisfactory terms to fund future working capital, capital
expenditures and other general corporate requirements, which could, among other things, adversely affect our ability to
capitalize upon any acquisition opportunities or fund capital improvements and leasing commissions;
• we may be unable to pay off or refinance our indebtedness at maturity or the refinancing terms may be less favorable
than the terms of our original indebtedness and will depend on, among other things, our financial condition and market
conditions at the time, restrictions in the agreements governing our indebtedness, general economic and capital market
conditions, the availability of credit from banks or other lenders, and investor confidence in us;
payments of principal and interest on borrowings may leave us with insufficient cash resources to make the dividend
payments necessary to maintain our REIT qualification or may otherwise impose restrictions on our ability to make
distributions;
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• we may be forced to dispose of properties, possibly on disadvantageous terms;
• we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt
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obligations;
certain of the property subsidiaries’ loan documents may include restrictions that limit the subsidiary’s ability to take
certain actions with respect to the property, including restrictions on the subsidiary’s ability to make dividends to us or
restrictions that require us to obtain lender consent which could adversely affect our ability to sell, lease or otherwise
address issues with the property;
certain of our borrowings, and our future borrowings may, bear interest at variable rates and increases in interest rates
would result in higher interest expenses on our existing unhedged variable rate debt and increase the costs of refinancing
existing debt or incurring new debt;
• we may be unable to hedge floating-rate debt, counterparties may fail to honor their obligations under our hedge
agreements, these agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any
hedge agreements, we would be exposed to then-existing market rates of interest and future interest rate volatility;
• we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans
and exercise their rights under any assignment of rents and leases;
• we may be vulnerable to general adverse economic and industry conditions; and
• we may be at a disadvantage compared to our competitors with less indebtedness.
If we default under a loan or indenture (including any default in respect of the financial maintenance and negative covenants
contained in the Credit Agreement, or the indenture governing the Senior Notes), we may automatically be in default under any
other loan or indenture that has cross-default provisions (including the Credit Agreement), and (x) further borrowings under the
Credit Facility will be prohibited, and outstanding indebtedness under the Credit Facility, and our indenture (including the indenture
governing the Senior Notes) or such other loans may be accelerated and (y) to the extent any such debt is secured, directly or
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indirectly, by any properties or assets, the lenders may foreclose on the properties or assets securing such indebtedness. Further,
any foreclosure on our properties could create taxable income without accompanying cash proceeds, which could adversely affect
our ability to meet the REIT dividend requirements imposed by the Internal Revenue Code.
In addition, increases in interest rates may impede our operating performance and payments of required debt service obligations
or amounts due at maturity, or creation of additional reserves under loan agreements or indentures, could adversely affect our
financial condition and operating results. Further, the REIT provisions of the Internal Revenue Code may limit our ability to hedge
our liabilities. Generally, any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes
or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or to offset certain
other positions, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of
the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those
transactions will likely be treated as non-qualifying income for purposes of one or both of the gross income tests. As a result of
these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through taxable REIT
subsidiaries (“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.
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 comply with customary affirmative and
negative covenants and other financial and operating covenants that, among other things, restrict our ability to take specific actions
(e.g., consummate a merger, consolidation or sale of all or substantially all of our assets or incur or guarantee additional secured
and unsecured indebtedness).
In addition, the indenture governing our Senior Notes requires us, among other things, to maintain a maximum unencumbered
leverage ratio and the Credit Agreement requires us, among other things, to maintain a maximum consolidated leverage ratio, a
minimum fixed charge coverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio and a minimum
unencumbered interest coverage ratio. The Credit Agreement also includes customary restrictions on, among other items, liens,
negative pledges, intercompany transfers, fundamental changes, transactions with affiliates and restricted payments.
Our ability to comply with these and other provisions of the indenture governing our Senior Notes and the Credit Agreement
may be affected by changes in our operating and financial performance, changes in general business and economic conditions,
adverse regulatory developments or other events adversely impacting us. Any failure to comply with these covenants would
constitute a default under the indenture governing our Senior Notes and/or the Credit Agreement, as applicable, and would prevent
further borrowings under the Credit Agreement and could cause those and other obligations to become due and payable. If any of
our indebtedness is accelerated, we may not be able to repay it.
Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.
Credit rating agencies continually evaluate their ratings for the companies that they follow, including us. The credit ratings are
based on our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit
rating agencies as relevant to our industry and the economic outlook in general. The credit rating agencies also evaluate our industry
as a whole and may change their credit ratings for us based on their overall view of our industry. Our Senior Notes are periodically
rated by nationally recognized credit rating agencies, but we cannot be sure that credit rating agencies will maintain their ratings
on the Senior Notes. Our current corporate credit and issue-level ratings for our Senior Notes are “BBB-” with a “stable” outlook
from Standard & Poor’s Rating Services, “Baa3” with a “positive” outlook assigned by Moody’s Investor Service, Inc., and are
“BBB” with a “stable” outlook assigned by Fitch Ratings, Inc. A deterioration in our credit ratings could adversely affect the cost
and availability of capital, as well as the terms of any financing we obtain. Since we depend in part on debt financing to fund our
business, an adverse change in our credit ratings could have a material adverse effect on our financial condition, liquidity, results
of operations and the trading price of our Senior Notes.
We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use
of alternative reference rates.
In July 2017, the Financial Conduct Authority (“FCA”) announced that it intends to stop compelling banks to submit rates for
the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized
the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred
alternative to USD-LIBOR. We are not able to predict when LIBOR will cease to be published or precisely how SOFR will be
calculated and published. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR
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may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could
change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that
are higher or lower than if LIBOR were to remain available in its current form.
We have contracts that are indexed to LIBOR and are monitoring and evaluating the related risks, which include interest amounts
on our variable rate debt and the swap rate for our interest rate swaps. In the event that LIBOR is discontinued, the interest rates
will be based on a fallback reference rate specified in the applicable documentation governing such debt or swaps or as otherwise
agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the
alternative reference rate could vary from the underlying exposure or be higher and more volatile than LIBOR.
Certain risks arise in connection with transitioning contracts to an alternative reference rate, including any resulting value
transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR
is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they
may require substantial negotiation with each respective counterparty.
If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact is likely to vary by
contract. If LIBOR is discontinued or if the method of calculating LIBOR changes from its current form, interest rates on our
current or future indebtedness may be adversely affected.
While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will
become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR
administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
Risks Related to Equity
The Board of Directors may create and issue a class or series of common or preferred stock without stockholder approval.
Subject to applicable legal and regulatory requirements, the Board may amend our charter from time to time to increase or
decrease the aggregate number of shares of our stock, or of any class or series of stock that we have authority to issue, to designate
and issue from time to time one or more classes or series of stock and to classify or reclassify any unissued shares of our Common
Stock or preferred stock without stockholder approval. The Board may determine the relative preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of any class or series of stock issued. As a result, we may issue series or classes of stock with voting rights, rights to
dividends or other rights, senior to the rights of holders of our outstanding capital stock. The issuance of any such stock could also
have the effect of diluting our existing equity holders and our expected earnings per share or delaying or preventing a change of
control transaction that might otherwise be in the best interests of our stockholders.
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 and may continue to fluctuate in response to a number of
events and factors, including: future offerings of our debt and equity securities or the perception that such sales could occur; actual
or anticipated variations in our operating results, earnings, or liquidity, or those of our competitors; changes in our dividend policy
or our dividend yield relative to yields on other financial instruments; publication of research reports about us, our competitors,
our tenants, or the REIT industry; 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; changes in our credit ratings; changes in our key management; the financial condition, liquidity, results of operations,
and prospects of our tenants; regulatory changes affecting our industry or our tenants; failure to maintain our REIT qualification;
general market and economic conditions, including the current state of the credit and capital markets; and as a result of the events
or realization of the risks described in this “Risk Factors” section or in our future filings with the SEC.
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
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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
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 Real Estate Investments
Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future
environmental expenditures and liabilities.
Environmental laws regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under
various provisions of these laws, an owner or operator of real estate, such as us, is or may be liable for costs related to soil or
groundwater contamination on, in, or migrating to or from its property. In addition, persons who arrange for the disposal or treatment
of hazardous or toxic substances may be liable for the costs of cleaning up contamination at the disposal site. Such laws often
impose liability regardless of whether the person knew of, or was responsible for, the presence of the hazardous or toxic substances
that caused the contamination. The presence of, or contamination resulting from, any of these substances, or the failure to properly
remediate them, may adversely affect our ability to sell or lease our property or to borrow using such property as collateral. In
addition, persons exposed to hazardous or toxic substances may sue us for personal injury damages. As a result, in connection
with our current or former ownership, operation, management and development of real properties, we may be potentially liable
for investigation and cleanup costs, penalties, and damages under environmental laws. Further, environmental laws may impose
liabilities, costs or operating limitations on our tenants which could adversely affect our tenants’ operations and their ability to
make rental payments to us.
Although our properties are generally subjected to preliminary environmental assessments, known as Phase I assessments,
by independent environmental consultants that identify certain liabilities, Phase I assessments are limited in scope, and may not
include or identify all potential environmental liabilities or risks associated with the property. Further, any environmental liabilities
that arose since the date the studies were done would not be identified in the assessments. Unless required by applicable laws or
regulations, we may not further investigate, remedy or ameliorate the liabilities disclosed in the Phase I assessments.
We cannot assure you that these or other environmental studies identified all potential environmental liabilities, or that we
will not incur material environmental liabilities in the future. If we do incur material environmental liabilities in the future, we
may face significant remediation costs, and we may find it difficult to finance or sell any affected properties.
Our build-to-suit acquisitions are subject to additional risks related to properties under development.
From time to time, we engage in build-to-suit acquisitions and the acquisition of properties under development. In connection
with these businesses, we enter into purchase and sale arrangements with sellers or developers of suitable properties under
development or construction. In such cases, we are generally obligated to purchase the property at the completion of construction,
provided that the construction conforms to definitive plans, specifications, and costs approved by us in advance, and if other
conditions have been met, such as there being an effective lease for the property, and the tenant having accepted the property and
commenced paying rent. We may also engage in development and construction activities involving existing properties, including
the construction of new buildings or the expansion of existing facilities (typically at the request of a tenant) or the development
or build-out of vacant space. 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
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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 revenue and expense
projections and estimates of the fair market value of property upon completion of construction when agreeing upon a price at the
time we acquire the property. If these projections are inaccurate, we may pay too much for a property and our return on our
investment could suffer. If we contract with a development company for a newly developed property, there is a risk that money
advanced to that development company for the project may not be fully recoverable if the developer fails to successfully complete
the project.
Risks Related to 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, 2019, we owned approximately 99.9% of the OP Units in the Operating Partnership. However, the
Operating Partnership may issue additional OP Units in the future. Such issuances could reduce our ownership percentage in the
Operating Partnership. Because our stockholders would not directly own any such OP Units, they would not have any voting rights
with respect to any such issuances or other partnership-level activities of the Operating Partnership.
Our charter and bylaws and Maryland law, as well as certain provisions in the LPA, contain provisions that may delay or
prevent a change of control transaction.
Our charter, subject to certain exceptions, limits any person to actual or constructive ownership of no more than 9.8% in value
of the aggregate of our outstanding shares of stock and not more than 9.8% (in value or in number of shares, whichever is more
restrictive) of any class or series of our shares of stock. In addition, our charter provides that we may not consolidate, merge, sell
all or substantially all of our assets or engage in a share exchange unless such actions are approved by the affirmative vote of at
least two-thirds of the Board of Directors. The ownership limits and the other restrictions on ownership and transfer of our stock
and the Board approval requirements contained in our charter may delay or prevent a transaction or a change of control that might
involve a premium price for our Common Stock or otherwise be in the best interest of our stockholders.
Further, 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, 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
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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.
The Company’s fiduciary duties as sole general partner of the Operating Partnership could create conflicts of interest.
The Company has fiduciary duties to the Operating Partnership and the limited partners in the Operating Partnership, the
discharge of which may conflict with the interests of its stockholders. The LPA provides that, in the event of a conflict between
the duties owed by the Company’s directors to the Company and the duties that the Company owes in its capacity as the sole
general partner of the Operating Partnership to the Operating Partnership’s limited partners, the Company’s directors are under no
obligation to give priority to the interests of such limited partners. As a holder of OP Units, the Company will have the right to
vote on certain amendments to the LPA (which require approval by a majority in interest of the limited partners, including the
Company) and individually to approve certain amendments that would adversely affect the rights of the Operating Partnership’s
limited partners, as well as the right to vote on mergers and consolidations of the Company in its capacity as sole general partner
of the Operating Partnership in certain limited circumstances. These voting rights may be exercised in a manner that conflicts with
the interests of the Company’s stockholders. For example, the Company cannot adversely affect the limited partners’ rights to
receive distributions, as set forth in the LPA, without their consent, even though modifying such rights might be in the best interest
of the Company’s stockholders generally.
The Board of Directors may change significant corporate policies without stockholder approval.
Our investment, financing, borrowing and dividend policies and our policies with respect to other activities, including growth,
debt, capitalization, operations and other governance matters, will be determined by the Board. These policies may be amended
or revised at any time and from time to time at the discretion of the Board without a vote of our stockholders. In addition, the
Board may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal
requirements. A change in these policies could have an adverse effect on our business, financial condition, liquidity and results of
operations and our ability to satisfy our debt service obligations and to make distributions to our stockholders and unitholders.
Our rights and the rights of our stockholders to take action against our directors and officers are limited under Maryland law.
Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in
good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person
in a like position would use under similar circumstances. In addition, Maryland law permits a Maryland corporation to include in
its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (1) actual receipt of an improper personal benefit or profit in money, property or services or (2)
active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such
a provision and limits the liability of our directors and officers to the maximum extent permitted by Maryland law. Maryland law
requires us to indemnify our directors and officers for liability actually incurred in connection with any proceeding to which they
may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material
to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty,
the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. As a result, we and our
stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In
addition, our charter obligates us to advance the reasonable defense costs incurred by our directors and officers. Finally, we have
entered into agreements with our directors and officers pursuant to which we have agreed to indemnify them to the maximum
extent permitted by Maryland law.
U.S. Federal Income and Other Tax Risks
Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax, and
would adversely affect our operations and the market price of our capital stock.
We elected to be taxed as a REIT commencing with the taxable year ended December 31, 2011 and believe we have operated,
and intend to operate, in a manner that has allowed us to qualify as a REIT and will allow us to continue to qualify as a REIT.
However, we may terminate our REIT qualification if the Board 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.
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Accordingly, we cannot be certain that we have been or will be successful in continuing to be taxed as a REIT. Our ability to satisfy
the asset tests depends on our analysis of the characterization and fair market values of our assets, some of which are not susceptible
to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the annual income and
quarterly asset requirements also depends on our ability to successfully manage the composition of our income and assets on an
ongoing basis. Accordingly, if certain of our operations were to be recharacterized by the Internal Revenue Service (the “IRS”),
such recharacterization would jeopardize our ability to satisfy the requirements for qualification as a REIT. Furthermore, future
legislative, judicial or administrative changes to the U.S. federal income tax laws could result in our disqualification as a REIT
for past or future periods.
If we fail to qualify as a REIT for any taxable year and we do not qualify for certain statutory relief provisions, we will be
subject to U.S. federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from
treatment as a REIT for the four taxable years following the year of losing our REIT qualification. Losing our REIT qualification
would reduce our net earnings because of the additional tax liability. In addition, distributions to stockholders would no longer
qualify for the dividends paid deduction, and we would no longer be required to make distributions and, accordingly, distributions
the Operating Partnership makes to its unitholders could be similarly reduced. If this occurs, we might be required to borrow funds
or liquidate some investments in order to pay the applicable tax.
Even if we continue to qualify as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash
available for distribution to our stockholders and unitholders.
Even if we continue to qualify as a REIT, we may be subject to U.S. federal, state and local income taxes. For example, net
income from the sale of properties that are considered held for sale and not for investment (a “prohibited transaction” under the
Internal Revenue Code) will be subject to a 100% tax (which may cause us to forgo or defer sales of properties that otherwise
would be favorable). In addition, we may not make sufficient distributions to avoid income and excise taxes on retained income.
We also may decide to retain net capital gain we earn from the sale or other disposition of our property or other assets and pay
U.S. federal income tax directly on such income. In that event, our stockholders would be treated for federal income tax purposes
as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified
pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax
returns and thereon seek a refund of such tax. We may, in certain circumstances, be required to pay an excise or penalty tax (which
could be significant in amount) in order to utilize one or more relief provisions under the Internal Revenue Code to maintain our
qualification as a REIT.
A REIT may own up to 100% of the stock of one or more TRS. Both the subsidiary and the REIT must jointly elect to treat
the subsidiary as a TRS of the REIT. A TRS may hold assets and earn income that would not be qualifying assets or income if held
or earned directly by a REIT. We may use TRSs generally to hold properties for sale in the ordinary course of business or to hold
assets or conduct activities that we cannot conduct directly as a REIT. Our TRS will be subject to applicable U.S. federal, state,
local and foreign income tax on their taxable income. 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 TRS, and/or other entities through which we conduct our business may also be subject to state, local
or foreign income, franchise, sales, transfer, excise or other taxes. Any taxes that we incur directly or indirectly will reduce our
cash available for distribution to our stockholders and unitholders. Additionally, changes in state, local or foreign tax law could
reduce the cash flow from certain investments made by us and could make such investments less attractive to potential buyers
when we seek to liquidate such investments.
Complying with REIT requirements (including annual distribution requirements) may force us to forgo or liquidate otherwise
attractive investment opportunities . This could reduce our operating flexibility, cause us to borrow funds during unfavorable
market conditions, delay or hinder our ability to meet our investment objectives and reduce your overall return.
In order to qualify as a REIT, we must satisfy certain asset, income, organizational, distribution, stockholder ownership and
other requirements on a continuing basis. For example, we must distribute annually to our stockholders at least 90% of our REIT
taxable income (which does not equal net income as calculated in accordance with U.S. GAAP), determined without regard to the
deduction for dividends paid and excluding any net capital gain. We will be subject to U.S. federal income tax on our undistributed
taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which dividends we pay with respect
to any calendar year are less than the sum of (a) 85% of our ordinary income, (b) 95% of our capital gain net income and (c) 100%
of our undistributed income from prior years. We must also meet the REIT gross income tests annually and that at the end of each
calendar quarter which generally require that at least 75% of the value of our assets consists of cash, cash items, government
securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities.
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If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after
the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering
adverse tax consequences.
These requirements could cause us to distribute amounts that otherwise would be spent on investments in real estate assets
and it is possible that we might be required to borrow funds, possibly at unfavorable rates, sell assets or make taxable stock
dividends. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.
Although we intend to make distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income
and excise taxes on our earnings while we qualify as a REIT, it is possible that we might not always be able to do so.
If the Operating Partnership or certain other subsidiaries fail to qualify as a partnership or are not otherwise disregarded for
U.S. federal income tax purposes, then we would cease to qualify as a REIT.
We intend to maintain the status of the Operating Partnership as a partnership for U.S. federal income tax purposes. However,
if the IRS were to successfully challenge the status of the Operating Partnership as a partnership, it would be taxed 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 which
would substantially reduce our cash available to pay distributions and the yield on your investments. In addition, if one or more
of the partnerships or limited liability companies through which the Operating Partnership owns its properties, in whole or in part,
loses its characterization as a partnership and is otherwise not disregarded for U.S. federal income tax purposes, then such partnership
or limited liability company would be subject to taxation as a corporation, thereby reducing distributions to the Operating
Partnership. Such a recharacterization of a subsidiary could also threaten our ability to maintain our REIT qualification.
We may be subject to adverse legislative or regulatory tax changes including changes that modify the taxation of REITs and
their shareholders increasing tax liability as well as reduce our operating flexibility and the market price of our capital stock.
Numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to
investments in shares of our Common Stock. In particular, on December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed
into law which included changes to the Internal Revenue Code that affect the taxation of REITs and their stockholders. Among
other changes, the TCJA permanently reduced the generally applicable corporate tax rate, generally reduced the tax rate applicable
to individuals and other non-corporate taxpayers for tax years before January 1, 2026, eliminated or modified certain previously
allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state
and local taxes), and, for taxable years before January 1, 2026, provided for preferential rates of taxation through a deduction of
up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate
taxpayers. Dividends payable by REITs are generally not eligible for the reduced tax rate applicable to qualified dividend income
payable to US stockholders that are individuals, trusts or estates. This deduction provided by the TCJA mitigates but does not
eliminate the difference in the effective tax rates between REIT dividends and qualified dividends. The TCJA also imposed new
limitations on the deduction of net operating losses and requires us to recognize income for tax purposes no later than when we
take it into account on our financial statements, which may result in us having to make additional taxable distributions to our
stockholders in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. The effect of
the significant changes made by the TCJA is still uncertain, and administrative guidance will be required in order to fully evaluate
the effect of many provisions. The effect of any technical corrections with respect to the TCJA could have an adverse effect on us
or our stockholders. 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.
Further, 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. 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.
If we were considered to have actually or constructively paid a “preferential dividend” to certain of our stockholders, our status
as a REIT could be adversely affected.
For our taxable years that ended on or before December 31, 2014, and for any year in which we fail to be a “publicly offered”
REIT within the meaning of Section 562 of the Internal Revenue Code, in order for our distributions to be counted as satisfying
the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions could not have
been “preferential dividends.” We believe we qualify as a publicly offered REIT, but there can be no assurance that we will continue
to so qualify. A dividend is not a preferential dividend if the distribution is pro rata among all outstanding shares of stock within
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a particular class, and in accordance with the preferences among different classes of stock as set forth in our organizational
documents. There is uncertainty as to the IRS’s position regarding whether certain arrangements that REITs have with their
stockholders could give rise to the inadvertent payment of a preferential dividend. While we believe that our operations have been
structured in such a manner that we will not be treated as inadvertently paying preferential dividends, there is no de minimis or
reasonable cause exception with respect to preferential dividends under the Internal Revenue Code. Therefore, if the IRS were to
take the position that we inadvertently paid a preferential dividend prior to January 1, 2015 (or any later year in which we are not
a publicly offered REIT), we may be deemed either to (a) have distributed less than 100% of our REIT taxable income and be
subject to tax on the undistributed portion, or (b) have distributed less than 90% of our REIT taxable income and our status as a
REIT could be terminated for the year in which such determination is made and for the four taxable years following the year of
termination if we were unable to cure such failure.
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,” which 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. While we believe that we are a domestically-
controlled qualified investment entity, our Common Stock is publicly traded, and so no assurances can be given. Even if we do
not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges our
Common Stock, 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 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. While we anticipate that our shares will be “regularly traded” on an
established securities market for the foreseeable future, 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. Unless exempted by the Board, 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, 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 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 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.
26
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company is the lessee for our corporate office space, including our corporate headquarters, which is located in Phoenix,
Arizona. As of December 31, 2019, the Company owned 3,858 operating properties comprising 89.5 million square feet of retail
and commercial space located in 49 states and Puerto Rico, of which 99.1% was leased with a weighted-average remaining lease
term of 8.3 years, which includes the pro rata share of square feet and annualized rental income from the Company’s unconsolidated
joint ventures and omits the square feet of one redevelopment property. See Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Real Estate Portfolio Metrics for a discussion of the properties we hold for rental
operations and Schedule III – Real Estate and Accumulated Depreciation for a detailed listing of such properties.
Item 3. Legal Proceedings.
The information contained under the heading “Litigation” in Note 10 – Commitments and Contingencies to our consolidated
financial statements is incorporated by reference into this Part I, Item 3. Except as set forth therein, as of the end of the period
covered by this Annual Report on Form 10-K, we are not a party to, and none of our properties are subject to, any material pending
legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
27
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(cid:34)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:39)(cid:70)(cid:67)(cid:83)(cid:86)(cid:66)(cid:83)(cid:90)(cid:1)(cid:19)(cid:18)(cid:13)(cid:1)(cid:19)(cid:17)(cid:19)(cid:17)(cid:13)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:40)(cid:70)(cid:79)(cid:70)(cid:83)(cid:66)(cid:77)(cid:1)(cid:49)(cid:66)(cid:83)(cid:85)(cid:79)(cid:70)(cid:83)(cid:1)(cid:73)(cid:66)(cid:69)(cid:1)(cid:66)(cid:81)(cid:81)(cid:83)(cid:80)(cid:89)(cid:74)(cid:78)(cid:66)(cid:85)(cid:70)(cid:77)(cid:90)(cid:1)(cid:20)(cid:13)(cid:19)(cid:21)(cid:22)(cid:1)(cid:83)(cid:70)(cid:72)(cid:74)(cid:84)(cid:85)(cid:70)(cid:83)(cid:70)(cid:69)(cid:1)(cid:84)(cid:85)(cid:80)(cid:68)(cid:76)(cid:73)(cid:80)(cid:77)(cid:69)(cid:70)(cid:83)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:83)(cid:70)(cid:68)(cid:80)(cid:83)(cid:69)(cid:1)(cid:80)(cid:71)(cid:1)(cid:74)(cid:85)(cid:84)(cid:1)(cid:36)(cid:80)(cid:78)(cid:78)(cid:80)(cid:79)(cid:1)(cid:52)(cid:85)(cid:80)(cid:68)(cid:76)(cid:15)
(cid:53)(cid:73)(cid:74)(cid:84)(cid:1)(cid:71)(cid:74)(cid:72)(cid:86)(cid:83)(cid:70)(cid:1)(cid:69)(cid:80)(cid:70)(cid:84)(cid:1)(cid:79)(cid:80)(cid:85)(cid:1)(cid:83)(cid:70)(cid:71)(cid:77)(cid:70)(cid:68)(cid:85)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:67)(cid:70)(cid:79)(cid:70)(cid:71)(cid:74)(cid:68)(cid:74)(cid:66)(cid:77)(cid:1)(cid:80)(cid:88)(cid:79)(cid:70)(cid:83)(cid:84)(cid:73)(cid:74)(cid:81)(cid:1)(cid:80)(cid:71)(cid:1)(cid:84)(cid:73)(cid:66)(cid:83)(cid:70)(cid:84)(cid:1)(cid:73)(cid:70)(cid:77)(cid:69)(cid:1)(cid:74)(cid:79)(cid:1)(cid:79)(cid:80)(cid:78)(cid:74)(cid:79)(cid:70)(cid:70)(cid:1)(cid:79)(cid:66)(cid:78)(cid:70)(cid:15)(cid:1)(cid:53)(cid:73)(cid:70)(cid:83)(cid:70)(cid:1)(cid:74)(cid:84)(cid:1)(cid:79)(cid:80)(cid:1)(cid:70)(cid:84)(cid:85)(cid:66)(cid:67)(cid:77)(cid:74)(cid:84)(cid:73)(cid:70)(cid:69)(cid:1)(cid:85)(cid:83)(cid:66)(cid:69)(cid:74)(cid:79)(cid:72)(cid:1)(cid:78)(cid:66)(cid:83)(cid:76)(cid:70)(cid:85)(cid:1)(cid:71)(cid:80)(cid:83)
(cid:85)(cid:73)(cid:70)(cid:1)(cid:48)(cid:81)(cid:70)(cid:83)(cid:66)(cid:85)(cid:74)(cid:79)(cid:72)(cid:1)(cid:49)(cid:66)(cid:83)(cid:85)(cid:79)(cid:70)(cid:83)(cid:84)(cid:73)(cid:74)(cid:81)(cid:8)(cid:84)(cid:1)(cid:48)(cid:49)(cid:1)(cid:54)(cid:79)(cid:74)(cid:85)(cid:84)(cid:15)(cid:1)(cid:34)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:39)(cid:70)(cid:67)(cid:83)(cid:86)(cid:66)(cid:83)(cid:90)(cid:1)(cid:19)(cid:18)(cid:13)(cid:1)(cid:19)(cid:17)(cid:19)(cid:17)(cid:13)(cid:1)(cid:85)(cid:73)(cid:70)(cid:83)(cid:70)(cid:1)(cid:88)(cid:70)(cid:83)(cid:70)(cid:1)(cid:18)(cid:21)(cid:1)(cid:83)(cid:70)(cid:68)(cid:80)(cid:83)(cid:69)(cid:1)(cid:73)(cid:80)(cid:77)(cid:69)(cid:70)(cid:83)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:48)(cid:49)(cid:1)(cid:54)(cid:79)(cid:74)(cid:85)(cid:84)(cid:15)(cid:1)
(cid:19)(cid:25)
Recent Sales of Unregistered Securities
During 2019, the Operating Partnership redeemed an aggregate of 37,108 Series F Preferred Units for 37,108 shares of Series
F Preferred Stock. Additionally, the General Partner issued an aggregate of 130,291 shares of Common Stock in redemption
of 130,291 Limited Partner OP Units (which refers to OP Units issued to parties other than the General Partner). These shares of
Series F Preferred Stock and Common Stock were issued in reliance on an exemption from registration under Section 4(a)(2) of
the Securities Act, based upon factual representations received from the limited partners who received the shares of Series F
Preferred Stock and Common Stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table shows the amount of securities remaining available for future issuance under our equity compensation
plans as of December 31, 2019:
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
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Securities Available For Future
Issuance Under Equity
Compensation Plans (1)
(excluding securities reflected
in column (a)) (c)
5,362,030
$
—
5,362,030
$
7.57
—
7.57
96,679,922
—
96,679,922
(1) Represents the total number of shares of Common Stock reserved for the issuance of equity under our equity-based compensation plans. Shares available
under the Equity Plan are 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 13– Equity-
based Compensation to our consolidated financial statements for a discussion of the Company’s equity-based compensation plans.
Repurchases of Equity Securities
Period
October 1, 2019 - October 31, 2019
November 1, 2019 - November 30, 2019
December 1, 2019 - December 31, 2019
Total
_______________________________________________
Total Number of
Shares/ Units
Redeemed (1)
Redemption Price
Per Share/Unit
— $
—
8,000,000
8,000,000
$
—
—
25.00
25.00
(1) During the three months ended December 31, 2019, the Company redeemed an aggregate of 8.0 million shares of its Series F Preferred Stock.
We are authorized to repurchase shares of the General Partner’s Common Stock to satisfy employee withholding tax obligations
related to stock-based compensation. During the fourth quarter of 2019, there were no repurchased shares of Common Stock or
corresponding OP Units made in order to satisfy the minimum tax withholding obligation for state and federal payroll taxes as all
employee restricted shares of Common Stock (“Restricted Shares”) had previously vested during the year ended December 31,
2019.
There were also no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during
the fourth quarter of 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the
2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of
Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price
of $5.6 million under the 2018 Share Repurchase Program. See Note 13– Equity-based Compensation for further discussion of
the share repurchase programs.
29
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:
Balance sheet data:
Total real estate investments, at cost
Total assets
Total debt, net
Total liabilities
Total equity
Operating data:
Rental revenue
Litigation and non-routine costs, net (1)
Impairments
Total other operating expenses
Total gain (loss) on dispositions and assets held for sale
Interest and other expenses, net
Provision for income taxes
(Loss) income from continuing operations
Income (loss) from discontinued operations, net of income
taxes (2)
Net (loss) income
Net loss (income) attributable to non-controlling interests (3)
Net (loss) income attributable to General Partner
Cash flow data:
Net cash flows (used in) provided by operating activities
Net cash flows provided by (used in) investing activities
Net cash flows used in financing activities
Per share data:
Basic and diluted net loss per share from continuing
operations attributable to common stockholders
Basic and diluted net income (loss) per share from
discontinued operations attributable to common
stockholders
Basic and diluted net loss per share attributable to common
stockholders (4)
Weighted-average number of shares of Common Stock
outstanding - basic and diluted (5)
Cash dividends declared per common share
2019
2018
2017
2016
2015
December 31,
$ 14,843,870
$ 13,280,680
$ 5,705,725
$ 6,437,402
$ 6,843,278
$ 15,604,839
$ 13,963,493
$ 6,087,922
$ 6,663,349
$ 7,300,144
$ 15,615,375
$ 14,705,578
$ 6,073,444
$ 6,662,702
$ 8,042,876
$ 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
$ 8,713,959
2019
2018
2017
2016
2015
Year Ended December 31,
$ 1,237,234
(815,422)
(47,091)
(689,317)
292,647
(280,895)
(4,262)
(307,106)
$ 1,257,867
(290,963)
(54,647)
(834,644)
94,331
(258,568)
(5,101)
(91,725)
$ 1,252,285
(47,960)
(50,548)
(897,524)
61,536
(259,412)
(6,882)
51,495
$ 1,335,447
(3,884)
(182,820)
(959,714)
45,524
(304,304)
(7,136)
(76,887)
$ 1,441,135
(33,628)
(91,755)
(1,025,962)
(72,311)
(351,882)
(4,589)
(138,992)
—
(307,106)
6,753
(300,353) $
3,695
(88,030)
2,256
(85,774) $
(19,117)
32,378
(560)
31,818
$
(123,937)
(200,824)
4,961
(195,863) $
(184,500)
(323,492)
7,139
(316,353)
(107,603) $
613,218
$
(525,398) $
$
493,914
151,119
$
(655,406) $
859,695
797,948
$
793,267
(274,106) $
941,417
881,637
(756,595) $ (1,506,985) $ (2,151,604)
$
$
(0.37) $
(0.17) $
(0.02) $
(0.16) $
(0.23)
—
0.00
(0.02)
(0.13)
(0.20)
(0.37) $
(0.16) $
(0.04) $
(0.29) $
(0.43)
$
$
$
$
$
$
998,139,969
0.55
$
969,092,268
0.55
$
974,098,652
0.55
$
931,422,844
0.55
$
903,360,763
0.28
$
_______________________________________________
(1) The Company's operations were impacted by litigation and investigations prompted by the results of the Audit Committee Investigation beginning in 2014
through 2019.
(2) On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. Substantially all of the Cole Capital segment
is reflected in the financial statements as discontinued operations.
(3) Represents loss or income attributable to limited partners and consolidated joint venture partners.
(4) Amounts may not total due to rounding.
(5) For all periods presented, the effect of certain unvested Restricted Shares or unvested restricted stock units (“Restricted Stock Units”), stock options (“Stock
Options”) and OP Units outstanding were excluded from the weighted-average share calculation as the effect would be antidilutive. During the year ended
December 31, 2019, all Restricted Shares vested.
30
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
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant
commercial properties in the U.S. The Company has 3,858 retail, restaurant, office and industrial operating properties with an
aggregate 89.5 million rentable square feet, of which 99.1% was leased as of December 31, 2019, with a weighted-average remaining
lease term of 8.3 years.
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.
Goodwill Impairment
In connection with prior mergers, we recorded goodwill as a result of the merger consideration exceeding the net assets
acquired. We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that
indicate the carrying value may not be recoverable. We have the option to first assess qualitative factors to determine whether it
is necessary to perform the quantitative goodwill impairment test. As part of the annual qualitative assessment performed during
the fourth quarter of each year, we evaluate relevant events and circumstances that affect the fair value or carrying value including,
but not limited to, the following:
• Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital,
fluctuations in foreign exchange rates, or other developments in equity and credit markets.
•
Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased
competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and
relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.
• Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows.
• Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or
earnings compared with actual and projected results of relevant prior periods.
• Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation
of bankruptcy; or litigation.
• Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-
than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant
asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary
that is a component of a reporting unit.
•
Sustained decrease in share price (both in absolute terms and relative to peers).
31
We performed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the qualitative
analysis, we believe that it is more-likely-than-not that the fair value is greater than the carrying value. As such, no further testing
was performed.
Real Estate Investment Impairment
We invest in real estate assets and subsequently monitor those investments quarterly for impairment, including the review of
real estate properties subject to direct financing leases. Additionally, we record depreciation and amortization related to our
investments. The risks and uncertainties involved in applying the principles related to real estate investments include, but are not
limited to, the following:
•
•
•
•
•
The estimated useful lives of our depreciable assets affect the amount of depreciation and amortization recognized on
our investments.
The review of impairment indicators and subsequent determination of the undiscounted future cash flows could require
us to reduce the value of assets and recognize an impairment loss.
The fair value of held for sale assets is estimated by management. This estimated value could result in a reduction of the
carrying value of the asset.
The evaluation of real estate assets for potential impairment requires our management to exercise significant judgment
and make certain key assumptions. There are inherent uncertainties in making these estimates such as market conditions
and performance and sustainability of our tenants.
Changes related to management’s intent to sell or lease the real estate assets used to develop the forecasted cash flows
may have a material impact on our financial results.
Allocation of Purchase Price of Real Estate Assets
In connection with our acquisition of properties, we allocate the purchase price to the tangible and intangible assets and
liabilities acquired based on their respective estimated fair values. Tangible assets consist of land, buildings, fixtures and tenant
improvements. Intangible assets consist of above- and below- market lease values and the value of in-place leases. Our purchase
price allocations are developed utilizing third-party appraisal reports, industry standards and management experience. The risks
and uncertainties involved in applying the principles related to purchase price allocations include, but are not limited to, the
following:
•
•
The value allocated to land as opposed to buildings, fixtures and tenant improvements affects the amount of depreciation
expense we record. If more value is attributed to land, depreciation expense is lower than if more value is attributed to
buildings, fixtures and tenant improvements.
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.
• We determine whether any financing assumed is above- or below- market based upon comparison to similar financing
terms for similar investment properties.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are described in Note 2 – Summary of Significant Accounting Policies to our
consolidated financial statements.
32
Operating Highlights and Key Performance Indicators
2019 Activity
Operations
•
•
•
•
Acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million,
which includes $2.3 million of external acquisition-related expenses that were capitalized.
Disposed of 201 properties, including the sale of six consolidated properties to the Industrial Partnership and one property
sold through a foreclosure, for an aggregate gross sales price of $1.2 billion, of which the Company’s share was $1.1
billion, resulting in proceeds of $1.1 billion after closing costs. The Company recorded a gain of $293.9 million related
to the sales.
Entered into agreements to settle outstanding litigation and reached an agreement on the material terms of a negotiated
resolution relating to the SEC’s investigation pertaining to the findings of the Audit Committee Investigation, among
other things.
Recorded $10.5 million of restructuring expenses related to reorganization of business related to the termination of the
Services Agreement in 2019 and the sale of the Company’s investment management segment, Cole Capital, in 2018.
Debt
•
•
•
•
•
•
•
•
•
Reduced the capacity under the Revolving Credit Facility from $2.0 billion to $1.5 billion.
Entered into interest rate swap agreements with an aggregate $900.0 million notional amount to hedge interest rate
volatility.
Due to an improvement in the Company’s credit rating during the fourth quarter, the interest rate spread on the $900.0
million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and the interest rate spread on the Revolving
Credit Facility was reduced by 20 bps to LIBOR + 1.00%.
Entered into forward starting interest rate swaps with a total notional amount of $400.0 million. The swaps are structured
to hedge our interest rate risk associated with anticipated issuance of 10-year public debt.
The Company’s 2019 Senior Notes matured and the principal outstanding balance of $750.0 million, plus accrued and
unpaid interest thereon, was repaid utilizing borrowings under the Credit Facility Term Loan.
The Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating
Partnership’s 2029 Senior Notes.
The Company’s 2021 Senior Notes consisting of $400.0 million aggregate principal amount were redeemed, and the
principal plus accrued and unpaid interest thereon was repaid.
Repurchased $80.7 million of the 2020 Convertible Notes.
Total secured debt decreased by $388.1 million, from $1.9 billion to $1.5 billion.
Equity
•
•
•
•
Completed a public equity offering of 94.3 million shares of Common Stock for net proceeds, after underwriting discounts
and offering expenses, of $886.9 million.
Aggregate shares issued under the continuous equity offering programs totaled 14.1 million at a weighted average price
per share of $9.18, for gross proceeds of $129.1 million.
Redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 28.02% of the issued
and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed
at a redemption price of $25.00 per share plus all accrued and unpaid dividends.
Declared a quarterly dividend of $0.1375 per share of Common Stock for each quarter of 2019, representing an annualized
dividend of $0.55 per share.
33
(cid:51)(cid:70)(cid:66)(cid:77)(cid:1)(cid:38)(cid:84)(cid:85)(cid:66)(cid:85)(cid:70)(cid:1)(cid:49)(cid:80)(cid:83)(cid:85)(cid:71)(cid:80)(cid:77)(cid:74)(cid:80)(cid:1)(cid:46)(cid:70)(cid:85)(cid:83)(cid:74)(cid:68)(cid:84)
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(cid:19)(cid:15)(cid:24)(cid:6)
(cid:19)(cid:15)(cid:23)(cid:6)
(cid:53)(cid:70)(cid:89)(cid:66)(cid:84)
(cid:42)(cid:77)(cid:77)(cid:74)(cid:79)(cid:80)(cid:74)(cid:84)
(cid:48)(cid:73)(cid:74)(cid:80)
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(cid:20)(cid:15)(cid:18)(cid:6)
(cid:18)(cid:19)(cid:15)(cid:25)(cid:6)
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(cid:46)(cid:70)(cid:85)(cid:83)(cid:80)(cid:81)(cid:80)(cid:77)(cid:74)(cid:85)(cid:66)(cid:79) (cid:52)(cid:85)(cid:66)(cid:85)(cid:74)(cid:84)(cid:85)(cid:74)(cid:68)(cid:66)(cid:77) (cid:34)(cid:83)(cid:70)(cid:66)
(cid:37)(cid:74)(cid:87)(cid:70)(cid:83)(cid:84)(cid:74)(cid:71)(cid:74)(cid:68)(cid:66)(cid:85)(cid:74)(cid:80)(cid:79)
(cid:51)(cid:70)(cid:84)(cid:85)(cid:66)(cid:86)(cid:83)(cid:66)(cid:79)(cid:85)(cid:84) (cid:14) (cid:36)(cid:66)(cid:84)(cid:86)(cid:66)(cid:77) (cid:37)(cid:74)(cid:79)(cid:74)(cid:79)(cid:72)
(cid:46)(cid:66)(cid:79)(cid:86)(cid:71)(cid:66)(cid:68)(cid:85)(cid:86)(cid:83)(cid:74)(cid:79)(cid:72)
(cid:51)(cid:70)(cid:84)(cid:85)(cid:66)(cid:86)(cid:83)(cid:66)(cid:79)(cid:85)(cid:84) (cid:14) (cid:50)(cid:86)(cid:74)(cid:68)(cid:76) (cid:52)(cid:70)(cid:83)(cid:87)(cid:74)(cid:68)(cid:70)
(cid:51)(cid:70)(cid:85)(cid:66)(cid:74)(cid:77) (cid:14) (cid:37)(cid:74)(cid:84)(cid:68)(cid:80)(cid:86)(cid:79)(cid:85)
(cid:51)(cid:70)(cid:85)(cid:66)(cid:74)(cid:77) (cid:14) (cid:49)(cid:73)(cid:66)(cid:83)(cid:78)(cid:66)(cid:68)(cid:90)
(cid:51)(cid:70)(cid:85)(cid:66)(cid:74)(cid:77) (cid:14) (cid:41)(cid:80)(cid:78)(cid:70) (cid:7) (cid:40)(cid:66)(cid:83)(cid:69)(cid:70)(cid:79)
(cid:51)(cid:70)(cid:85)(cid:66)(cid:74)(cid:77) (cid:14) (cid:40)(cid:83)(cid:80)(cid:68)(cid:70)(cid:83)(cid:90) (cid:7) (cid:52)(cid:86)(cid:81)(cid:70)(cid:83)(cid:78)(cid:66)(cid:83)(cid:76)(cid:70)(cid:85)
(cid:51)(cid:70)(cid:85)(cid:66)(cid:74)(cid:77) (cid:14) (cid:46)(cid:80)(cid:85)(cid:80)(cid:83) (cid:55)(cid:70)(cid:73)(cid:74)(cid:68)(cid:77)(cid:70)
(cid:39)(cid:74)(cid:79)(cid:66)(cid:79)(cid:68)(cid:70)
(cid:49)(cid:83)(cid:80)(cid:71)(cid:70)(cid:84)(cid:84)(cid:74)(cid:80)(cid:79)(cid:66)(cid:77) (cid:52)(cid:70)(cid:83)(cid:87)(cid:74)(cid:68)(cid:70)(cid:84)
(cid:18)(cid:19)(cid:15)(cid:17)(cid:6)
(cid:26)(cid:15)(cid:20)(cid:6)
(cid:25)(cid:15)(cid:25)(cid:6)
(cid:25)(cid:15)(cid:19)(cid:6)
(cid:23)(cid:15)(cid:22)(cid:6)
(cid:22)(cid:15)(cid:23)(cid:6)
(cid:21)(cid:15)(cid:22)(cid:6)
(cid:20)(cid:15)(cid:26)(cid:6)
(cid:20)(cid:15)(cid:26)(cid:6)
(cid:20)(cid:15)(cid:24)(cid:6)
(cid:36)(cid:73)(cid:74)(cid:68)(cid:66)(cid:72)(cid:80)(cid:13) (cid:42)(cid:45)
(cid:37)(cid:66)(cid:77)(cid:77)(cid:66)(cid:84)(cid:13) (cid:53)(cid:57)
(cid:34)(cid:85)(cid:77)(cid:66)(cid:79)(cid:85)(cid:66)(cid:13) (cid:40)(cid:34)
(cid:49)(cid:73)(cid:80)(cid:70)(cid:79)(cid:74)(cid:89)(cid:13) (cid:34)(cid:59)
(cid:47)(cid:70)(cid:88) (cid:58)(cid:80)(cid:83)(cid:76)(cid:13) (cid:47)(cid:58)
(cid:35)(cid:80)(cid:84)(cid:85)(cid:80)(cid:79)(cid:13) (cid:46)(cid:34)
(cid:41)(cid:80)(cid:86)(cid:84)(cid:85)(cid:80)(cid:79)(cid:13) (cid:53)(cid:57)
(cid:49)(cid:73)(cid:74)(cid:77)(cid:66)(cid:69)(cid:70)(cid:77)(cid:81)(cid:73)(cid:74)(cid:66)(cid:13) (cid:49)(cid:34)
(cid:36)(cid:74)(cid:79)(cid:68)(cid:74)(cid:79)(cid:79)(cid:66)(cid:85)(cid:74)(cid:13) (cid:48)(cid:41)
(cid:42)(cid:79)(cid:69)(cid:74)(cid:66)(cid:79)(cid:66)(cid:81)(cid:80)(cid:77)(cid:74)(cid:84)(cid:13) (cid:42)(cid:47)
(cid:19)(cid:15)(cid:21)(cid:6)
(cid:19)(cid:15)(cid:19)(cid:6)
(cid:19)(cid:15)(cid:19)(cid:6)
(cid:19)(cid:15)(cid:19)(cid:6)
(cid:19)(cid:15)(cid:19)(cid:6)
(cid:18)(cid:15)(cid:25)(cid:6)
(cid:18)(cid:15)(cid:23)(cid:6)
(cid:18)(cid:15)(cid:23)(cid:6)
(cid:22)(cid:15)(cid:19)(cid:6)
(cid:21)(cid:15)(cid:21)(cid:6)
(cid:20)(cid:21)
Our financial performance is influenced by the timing of acquisitions and dispositions and the operating performance of our
operating properties. The following table shows the property statistics of our operating properties as of December 31, 2019 and
2018:
Portfolio Metrics
Operating properties
Rentable square feet (in millions) (1)
Economic occupancy rate (1)(2)
Investment-grade tenants (1)(3)
____________________________________
2019
3,858
89.5
99.1%
38.6%
2018
3,994
95.0
98.8%
41.9%
(1) As of December 31, 2019, rentable square feet, economic occupancy rate and annualized rental income include the Company’s pro rata share of square feet
and annualized rental income from the Company’s unconsolidated joint ventures. As of December 31, 2019, rentable square feet and economic occupancy
rate exclude one redevelopment property.
(2) Economic occupancy rate equals the sum of square feet leased (including space subject to month-to-month agreements) divided by rentable square feet.
(3) Based on annualized rental income of our real estate portfolio as of December 31, 2019, 2018 and 2017, respectively. Investment-grade tenants are those
with a credit rating of BBB- or higher by Standard & Poor’s Financial Services LLC or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc.
The ratings may reflect those assigned by Standard & Poor’s Financial Services LLC or Moody’s Investor Service, Inc. to the lease guarantor or the parent
company, as applicable.
The following table shows the economic metrics of our operating properties as of December 31, 2019 and 2018:
Economic Metrics
Weighted-average lease term (in years) (1)
Lease rollover: (1)(2)
Annual average
Maximum for a single year
____________________________________
2019
8.3
6.9%
10.9%
2018
8.9
5.5%
7.2%
(1) Based on annualized rental income of our real estate portfolio as of December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, includes
the Company’s pro rata share of annualized rental income from the Company’s unconsolidated joint ventures.
(2) Through the end of the next five years as of the respective reporting date.
35
Operating Performance
In addition, management uses the following financial metrics to assess our operating performance (dollar amounts in thousands,
except per share amounts). Data presented includes both continuing operations, which primarily represent the Company's real
estate operations, and discontinued operations, which represent substantially all of Cole Capital, except as otherwise indicated.
Financial Metrics
Rental revenue (1)
(Loss) income from continuing operations
Income (loss) from discontinued operations, net of income taxes
Basic and diluted net loss per share from continuing operations attributable to common
stockholders
Basic and diluted net income (loss) per share from discontinued operations attributable
to common stockholders
Basic and diluted net loss per share attributable to common stockholders (2)
FFO attributable to common stockholders and limited partners from continuing
operations (3)
FFO attributable to common stockholders and limited partners from discontinued
operations (3)
FFO attributable to common stockholders and limited partners (3)
AFFO attributable to common stockholders and limited partners from continuing
operations (3)
AFFO attributable to common stockholders and limited partners from discontinued
operations (3)
AFFO attributable to common stockholders and limited partners (3)
AFFO attributable to common stockholders and limited partners from continuing
operations per diluted share (3)
AFFO attributable to common stockholders and limited partners from discontinued
operations per diluted share (3)
AFFO attributable to common stockholders and limited partners per diluted share (3)
____________________________________
Year Ended December 31,
2019
2018
1,237,234
$
(307,106) $
— $
1,257,867
(91,725)
3,695
(0.37) $
(0.17)
—
(0.37) $
0.00
(0.16)
(138,372) $
434,371
—
3,695
(138,372) $
438,066
706,935
$
710,688
—
3,202
706,935
$
713,890
0.69
$
—
0.69
$
0.72
0.00
0.72
$
$
$
$
$
$
$
$
$
$
$
(1) Represents continuing operations as presented on the statements of operations in accordance with U.S. GAAP.
(2) Amounts may not total due to rounding. See Note 16 – Net Income (Loss) Per Share/Unit for calculation of net (loss) income per share.
(3) See the Non-GAAP Measures section below for descriptions of our non-GAAP measures and reconciliations to the most comparable U.S. GAAP measure.
36
Property Financing
Our mortgage notes payable consisted of the following as of December 31, 2019 and 2018 (dollar amounts in thousands):
December 31, 2019 (4)
December 31, 2018
_______________________________________________
Encumbered
Properties
Outstanding
Loan Amount
355
459
$
$
1,529,057
1,917,132
Weighted Average
Effective Interest
Rate (1)(2)
Weighted
Average
Maturity (3)
5.05%
4.93%
2.8
3.4
(1) Effective interest rates ranged from 2.8% to 6.0% at December 31, 2019, 3.1% to 6.1% at December 31, 2018, and 3.1% to 7.2% at December 31, 2017.
(2) Weighted average effective interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the
anticipated repayment date, the applicable interest rate would increase as specified in the respective loan agreement until the extended maturity date.
(3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable.
(4) Omits mortgage notes associated with unconsolidated joint ventures of $269.3 million, which is non-recourse to the Company. The mortgage notes have a
weighted-average fixed interest rate of 3.57% and mature on June 6, 2024.
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 operating properties we owned as
of December 31, 2019 (dollar amounts and square feet in thousands):
Year of Expiration
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
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
154
179
243
288
254
241
223
350
307
140
683
3,062
2,982
8,510
8,015
6,202
10,013
4,569
7,970
6,983
5,902
5,440
22,125
88,711
3.4% $
9.6%
9.0%
6.8%
11.3%
5.0%
8.9%
7.9%
6.6%
6.1%
24.5%
99.1% $
33,486
78,469
74,995
76,927
120,825
60,565
76,442
98,175
70,492
53,488
368,355
1,112,219
3.0%
7.1%
6.7%
6.9%
10.9%
5.4%
6.9%
8.8%
6.3%
4.8%
33.2%
100.0%
_______________________________________________
(1) The Company has certain leases comprised of multiple properties.
Results of Operations
On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital, which is presented
as discontinued operations for all periods presented. The Company’s continuing operations represent primarily those of the real
estate investment segment. Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21,
2019, for a discussion of 2017 items and a comparison of the years ended December 31, 2018 and 2017.
Rental Revenue
The table below sets forth, for the periods presented, rental revenue information and the dollar amount change year over year
(dollar amounts in thousands):
Rental revenue
$
1,237,234
$
1,257,867
$
(20,633)
Year Ended December 31,
2019
2018
2019 vs 2018
Increase/
(Decrease)
37
The decrease in rental revenue of $20.6 million during the year ended December 31, 2019 as compared to the same period in
2018 was primarily due to real estate dispositions, partially offset by real estate acquisitions. Subsequent to January 1, 2018, the
Company acquired 118 occupied properties for an aggregate purchase price of $904.3 million and disposed of 351 consolidated
properties for an aggregate sales price of $1.6 billion.
Operating Expenses
The table below sets forth, for the periods presented, certain operating expense information and the dollar amount change
year over year (dollar amounts in thousands):
Acquisition-related
Litigation and non-routine costs, net
Property operating
General and administrative
Depreciation and amortization
Impairments
Restructuring
Total operating expenses
Acquisition-Related Expenses
Year Ended December 31,
2019
2018
2019 vs 2018
Increase/
(Decrease)
$
4,337
$
815,422
129,769
62,711
481,995
47,091
10,505
3,632
290,963
126,461
63,933
640,618
54,647
$
$
$
$
$
$
— $
705
524,459
3,308
(1,222)
(158,623)
(7,556)
10,505
$
1,551,830
$
1,180,254
$
371,576
Acquisition-related expenses consist of allocated internal salaries related to time spent on acquiring commercial properties
and costs associated with unconsummated deals.
Litigation and non-routine costs, net
Litigation and non-routine costs, net increased $524.5 million during the year ended December 31, 2019 as compared to the
same period in 2018. The increase was primarily due to a $587.0 million increase in litigation settlement costs to $820.2 million
during the year ended December 31, 2019 as compared to $233.2 million during the same period 2018, which related to litigation
filed as a result of the findings of the Audit Committee Investigation. This increase was offset by $48.4 million of insurance
recoveries received pursuant to a settlement and release agreement with certain insurance carriers, related to litigation filed as a
result of the findings of the Audit Committee Investigation and $26.5 million of other recoveries related to the surrender of Limited
Partner OP Units by the Former Manager and certain of its principals as described in Note 12 – Equity.
Property Operating Expenses
Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non-
reimbursable property expenses. The increase in property operating expenses of $3.3 million during the year ended December 31,
2019 as compared to the same period in 2018 was primarily due to additional reimbursable ground rent recorded in conjunction
with the adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”) on January 1, 2019 and an
increase in reimbursable operating expenses, offset by the net impact of property dispositions and acquisitions.
General and Administrative Expenses
The decrease in general and administrative expenses of $1.2 million during the year ended December 31, 2019 as compared
to the same period in 2018 was primarily due to a decrease in insurance expenses and bank fees.
Depreciation and Amortization Expenses
The decrease in depreciation and amortization expenses of $158.6 million during the year ended December 31, 2019 as
compared to the same period in 2018 was primarily due to furniture and fixtures that were fully depreciated during 2018, as they
had reached the end of their useful lives, and real estate dispositions, partially offset by real estate acquisitions.
38
Impairments
Impairments of $47.1 million recorded during the year ended December 31, 2019 relate to certain office, retail and restaurant
properties that, during 2019, management identified for potential sale or determined, based on discussions with the current tenants,
would not be re-leased by the tenant and the Company believes the property will not be leased to another tenant at a rental rate
that supports the current book value.
Restructuring Expenses
During the year ended December 31, 2019, the Company recorded $10.5 million of restructuring expenses related to the
reorganization of the business after the sale of its investment management segment, Cole Capital, and cessation of services performed
pursuant to the Services Agreement.
Other Income, Provision for Income Taxes and Income (Loss) from Discontinued Operations
The table below sets forth, for the periods presented, certain financial information and the dollar amount change year over
year (dollar amounts in thousands):
Interest expense
(Loss) gain on extinguishment and forgiveness of debt, net
Other income, net
Equity in income and gain on disposition of unconsolidated entities
Gain on disposition of real estate and real estate assets held for sale, net
Provision for income taxes
Income (loss) from discontinued operations, net of income taxes
Interest Expense
Year Ended December 31,
2019
2018
$
(278,574) $
(280,887) $
(17,910)
12,971
2,618
292,647
(4,262)
—
5,360
15,090
1,869
94,331
$
$
$
$
(5,101) $
3,695
$
2019 vs 2018
Increase/
(Decrease)
2,313
(23,270)
(2,119)
749
198,316
839
(3,695)
The decrease in interest expense of $2.3 million during the year ended December 31, 2019 as compared to the same period
in 2018 was primarily due to a decrease in average debt outstanding.
(Loss) Gain on Extinguishment and Forgiveness of Debt, Net
The loss on extinguishment and forgiveness of debt, net was $17.9 million during the year ended December 31, 2019 as
compared to the gain on extinguishment and forgiveness of debt, net of $5.4 million for the same period in 2018. During the year
ended December 31, 2019, the Company recognized losses on extinguishment of debt related to the redemption of $400.0 million
of the 2021 Senior Notes, prepayments of mortgage notes payable, and the repurchase of $80.7 million of the 2020 Convertible
Notes, offset by a gain on the foreclosure sale of one property. During the year ended December 31, 2018, the Company recognized
a gain related to one deed-in-lieu of foreclosure transaction with the lender of a mortgage loan, which was secured by one property.
Other Income, Net
The decrease in other income, net of $2.1 million during the year ended December 31, 2019 as compared to the same period
in 2018 was primarily due to a $5.1 million gain in 2018 from measuring the Company’s investments in Cole Office & Industrial
REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V,
Inc. (“CCPT V”) at fair value after the investments were no longer accounted for using the equity method and a $4.8 million
payment received in 2018 related to a fully reserved loan receivable recorded in other income, offset by $4.2 million of payments
received in 2019 related to the Company’s bankruptcy claims related to two prior tenants and a $2.2 million loss in 2018 related
to the sale of six commercial mortgage-backed securities.
Equity in Income and Gain on Disposition of Unconsolidated Entities
The increase in equity in income and gain on disposition of unconsolidated entities of $0.7 million during the year ended
December 31, 2019 as compared to the same period in 2018, was primarily due to the Company’s investment in the Industrial
Partnership.
Gain on Disposition of Real Estate and Real Estate Assets Held for Sale, Net
39
The increase in gain on disposition of real estate and real estate assets held for sale, net of $198.3 million during the year
ended December 31, 2019 as compared to the same period in 2018, was due to the Company’s disposition of 200 properties,
excluding one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate sales price of $1.2 billion
which resulted in a gain of $293.9 million during the year ended December 31, 2019, as compared to the disposition of 148
properties, excluding one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate sales price
of $526.4 million during the same period in 2018, which resulted in a gain of $96.2 million. During the year ended December 31,
2019, the Company also recognized a loss of $1.3 million related to assets classified as held for sale, as compared to a loss of $1.9
million during the same period in 2018.
Provision for Income Taxes
The provision for income taxes consists of certain state, local and federal income and franchise taxes.
Income (Loss) from Discontinued Operations, Net of Income Taxes
The change in income (loss) from discontinued operations, net of income taxes of $3.7 million during the year ended December
31, 2019 as compared to the same period in 2018 was primarily due to the completion of the sale of the company’s investment
management segment, Cole Capital, on February 1, 2018.
40
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 adjusted for gains or losses from disposition
of property, depreciation and amortization of real estate assets, impairment write-downs on real estate, and our pro rata share of
FFO adjustments related to unconsolidated partnerships and joint ventures. We calculate 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 non-routine costs, net, loss on disposition of discontinued
operations, net revenue or expense earned or incurred that is related to the Services Agreement, gains or losses on sale of investment
securities or mortgage notes receivable, payments on fully reserved loan receivables and restructuring expenses. We also exclude
certain non-cash items such as impairments of goodwill and intangible assets, straight-line rent, net of bad debt expense related
to straight-line rent, net direct financing lease adjustments, gains or losses on derivatives, reserves for loan loss, gains or losses
on the extinguishment or forgiveness of debt, non-current portion of the tax benefit or expense, equity-based compensation and
amortization of intangible assets, deferred financing costs, premiums and discounts on debt and investments, above-market lease
assets and below-market lease liabilities. We omit the impact of the Excluded Properties and related non-recourse mortgage notes
from FFO to calculate AFFO. 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.
41
The table below presents FFO and AFFO for the years ended December 31, 2019 and 2018 (in thousands, except share and
per share data) and includes both continuing operations, which primarily represent the Company's real estate operations, and
discontinued operations, which represent substantially all of Cole Capital. Please refer to the discussion in Part II, Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the
year ended December 31, 2018, filed February 21, 2019, for a discussion of 2017 items.
Year Ended December 31,
Net (loss) income
Dividends on non-convertible preferred stock
Gain on disposition of real estate assets and interests in unconsolidated joint ventures, 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 and non-routine costs, net
Loss on disposition and held for sale loss on discontinued operations
Payments received on fully reserved loans
Loss (gain) on investment securities and mortgage notes receivable
Loss (gain) 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
Deferred and other 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 (2)
Equity-based compensation
Restructuring expenses
Other adjustments, net
Proportionate share of adjustments for unconsolidated entities
Adjustments for Excluded Properties
$
2019
(307,106) $
(68,488)
(292,654)
480,064
47,091
2,721
(138,372)
4,337
815,422
—
(133)
493
58
(5,312)
2,538
1,617
15,464
—
17,910
(28,032)
12,251
10,505
(773)
(1,005)
(33)
706,935
2018
(88,030)
(71,892)
(95,034)
637,097
54,647
1,278
438,066
3,632
290,309
1,815
(4,792)
(4,092)
(355)
(3,486)
4,178
2,023
19,166
(1,855)
(5,360)
(39,723)
12,417
—
1,446
36
465
AFFO attributable to common stockholders and limited partners
$
$
713,890
Weighted-average shares of Common Stock outstanding - basic
Effect of weighted-average Limited Partner OP Units and dilutive securities (3)
Weighted-average shares of Common Stock outstanding - diluted (4)
998,139,969
969,092,268
20,094,822
24,145,875
1,018,234,791
993,238,143
AFFO attributable to common stockholders and limited partners per diluted share
$
0.69
$
0.72
____________________________________
(1) This adjustment represents the non-current portion of the benefit from income taxes in order to show only the current portion of the benefit from income
taxes as an impact to AFFO.
(2) Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue
(3)
and does not record bad debt expense for uncollectible accounts.
In connection with the Class Action Settlement, the Former Manager and Former CFO surrendered 19.9 million Limited Partner OP Units that were canceled
during the three months ended December 31, 2019. Dilutive securities include unvested Restricted Shares, unvested Restricted Stock Units and Stock Options.
During the year ended December 31, 2019, all Restricted Shares vested.
(4) Weighted-average shares for all periods presented exclude the effect of the convertible debt as the Company would expect to settle the debt with cash and
any shares underlying Restricted Stock Units that are not issuable based on the Company’s level of achievement of certain performance targets through the
respective reporting period.
42
Liquidity and Capital Resources
General
Our principal liquidity needs for the next twelve months and beyond are to:
• fund normal operating expenses;
• fund potential capital expenditures, tenant improvements and leasing costs;
• meet debt service and principal repayment obligations, including balloon payments on maturing debt;
• pay dividends;
• pay litigation costs and expenses (including the cost of the SEC settlement); 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 the existing Revolving Credit Facility;
• cash and cash equivalents balance; and
• issuance of VEREIT debt and equity securities.
Common Stock Offering
On September 26, 2019, the Company completed the Offering, selling a total of 94.3 million shares of Common Stock, which
included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts
and offering expenses, of $886.9 million. The Company contributed the net proceeds from the Offering to the OP in exchange for
additional General Partner OP Units, which have substantially identical economic terms as the Company’s common stock.
Subsequent to September 30, 2019, the net proceeds of the Offering were used to pay amounts owed in connection with the
settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes.
Common Stock Continuous Offering Programs
On September 19, 2016, the Company registered the Prior Program pursuant to which the Company could offer and sell, from
time to time, in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales
price of up to $750.0 million, through its sales agents. As of and during the year ended December 31, 2019, the Company had
issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42, for gross proceeds of $42.5
million. The weighted average price per share, net of offering costs, was $8.30, for net proceeds of $41.8 million. The proceeds
from the sale of shares were used for general corporate purposes, including funding potential acquisitions and repurchasing or
repaying outstanding indebtedness.
On April 15, 2019, the Company established the Current ATM Program, a new continuous equity offering program pursuant
to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to
time through April 15, 2022 in “at-the-market” offerings or certain other transactions. The Current ATM Program replaced the
Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general
corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As
of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at
a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of
offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available
to be sold under the Current ATM Program.
Share Repurchase Programs
On May 3, 2018, the Company’s Board of Directors terminated its 2018 Share Repurchase Program that permitted the Company
to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019, as market conditions warranted. On
May 6, 2019, the Company’s Board of Directors authorized the 2019 Share Repurchase Program that permits the Company to
repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs,
repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions,
including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities
laws and other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a
specific time or in a specific situation and repurchases are influenced by prevailing market conditions, the trading price of the
43
Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company
under the share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock.
There were no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the
year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under
the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of
Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price
of $5.6 million under the 2018 Share Repurchase Program.
Series F Preferred Stock and Series F Preferred OP Units
During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock,
representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of
Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends.
As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9
million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and
outstanding.
Disposition Activity
As part of our effort to optimize our real estate portfolio by focusing on holding core assets, during the year ended December
31, 2019, the Company disposed of 201 properties, including the sale of six consolidated properties to the Industrial Partnership
and one property sold through a foreclosure, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion,
resulting in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. We expect to continue to
explore opportunities to sell additional properties to provide us further financial flexibility and to fund property acquisitions.
Credit Facility
Summary and Obligations
On May 23, 2018, the Company, as guarantor, and the Operating Partnership, as borrower, entered into a Credit Agreement
with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto that allows for maximum
borrowings of $2.9 billion, originally consisting of a $2.0 billion Revolving Credit Facility and a $900.0 million Credit Facility
Term Loan. Effective December 27, 2019, the Company reduced its Revolving Credit Facility capacity from $2.0 billion to $1.5
billion. At December 31, 2019, $150.0 million was outstanding under the Revolving Credit Facility and the full $900.0 million
was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding
at any one time under the Credit Facility is $50.0 million. As of December 31, 2019, letters of credit outstanding were $3.9 million.
Subsequent to December 31, 2019, all letters of credit outstanding were terminated.
The Revolving Credit Facility generally bears interest at an annual rate of LIBOR plus 0.775% to 1.55% or Base Rate plus
0.00% to 0.55% (based upon our then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal
funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0%, determined on a daily basis. The Credit Facility
Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to 1.75%, or Base Rate plus 0.00% to 0.75% (based
upon our then current credit rating). In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant
to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans,
which competitive bids may be at pricing levels that differ from the foregoing interest rates.
44
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
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
The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not
restricted from accessing any borrowing availability under the Credit Facility as of December 31, 2019.
Corporate Bonds
Summary and Obligations
On February 6, 2019, the Company’s 2019 Senior Notes matured and the principal outstanding balance of $750.0 million,
plus accrued and unpaid interest thereon, was repaid, utilizing borrowings under the Credit Facility Term Loan.
On December 4, 2019, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount
of the Operating Partnership’s 2029 Senior Notes.
On December 20, 2019, the $400.0 million 2021 Senior Notes were redeemed, and the principal plus accrued and unpaid
interest thereon was repaid.
As of December 31, 2019, the Operating Partnership had $2.85 billion aggregate principal amount of Senior Notes outstanding.
The indenture governing the Senior Notes requires that the Company be in compliance with certain key financial covenants,
including maintaining the following:
Corporate Bond Key Covenants
Required
Limitation on incurrence of total debt
Limitation on incurrence of secured debt
Debt service coverage ratio
Maintenance of total unencumbered assets
As of December 31, 2019, the Company believes that it was in compliance with these financial covenants based on the covenant
limits and calculations in place at that time.
Convertible Debt
Summary and Obligations
During the year ended December 31, 2019, the Company repurchased $80.7 million of the 2020 Convertible Notes and paid
accrued and unpaid interest thereon. As of December 31, 2019, the Company had $321.8 million aggregate principal amount of
the 2020 Convertible Notes outstanding. The OP has issued corresponding identical convertible notes to the General Partner. There
were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes
that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of
December 31, 2019.
45
Mortgage Notes Payable
Summary and Obligations
As of December 31, 2019, the Company had non-recourse mortgage indebtedness of $1.5 billion, which was collateralized
by 355 properties, reflecting a decrease from December 31, 2018 of $388.1 million during the year ended December 31, 2019,
primarily related to prepayments of mortgage notes payable. Our mortgage indebtedness bore interest at the weighted-average rate
of 5.05% per annum and had a weighted-average maturity of 2.8 years. We may in the future incur additional mortgage debt on
the properties we currently own or use long-term non-recourse financing to acquire additional properties.
The payment terms of our loan obligations vary. In general, only interest amounts are payable monthly with all unpaid principal
and interest due at maturity. Some of our loan agreements require that we comply with specific reporting and financial covenants
mainly related to debt coverage ratios and loan-to-value ratios. Each loan that has these requirements has specific ratio thresholds
that must be met.
Restrictions on Loan Covenants
Our mortgage loan obligations generally restrict corporate guarantees and require the maintenance of financial covenants,
including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios), as well as the
maintenance of a minimum net worth. The mortgage loan agreements contain no dividend restrictions except in the event of default
or when a distribution would drive liquidity below the applicable thresholds. The Company believes that it was in compliance
with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends as of
December 31, 2019.
Derivative Activity
As discussed in Note 6 – Debt and Note 7 – Derivatives and Hedging Activities, during the year ended December 31, 2019,
the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February
6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating
during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps
to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan
interest rate at 3.59%.
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total
notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related
cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability
in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related
to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt.
Dividends
On November 5, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common
Stock (equaling an annualized dividend of $0.55 per share) for the fourth quarter of 2019 to stockholders of record as of
December 31, 2019, which was paid on January 15, 2020. An equivalent distribution by the Operating Partnership is applicable
per OP Unit.
Our Series F Preferred Stock, as discussed in Note 12 – Equity to our consolidated financial statements, will pay cumulative
cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share
on an annual basis).
46
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2019 (in thousands):
Total
Less than 1 year
1-3 years
4-5 years
More than 5 years
Principal payments - mortgage notes
Interest payments - mortgage notes (1)
Principal payments - Credit Facility
Interest payments - Credit Facility (1) (2)
Principal payments - corporate bonds
Interest payments - corporate bonds
Principal payments - convertible debt
Interest payments - convertible debt
Operating and ground lease commitments
Other commitments (3)
$
1,529,057
$
188,385
$
588,466
$
745,238
$
210,667
1,050,000
119,683
2,850,000
796,198
321,802
11,531
334,977
4,345
74,251
—
38,281
—
119,988
321,802
11,531
22,287
4,345
102,135
150,000
72,246
—
239,976
—
—
44,406
—
33,154
900,000
9,156
500,000
219,212
—
—
42,827
—
6,968
1,127
—
—
2,350,000
217,022
—
—
225,457
—
Total
$
7,228,260
$
780,870
$
1,197,229
$
2,449,587
$
2,800,574
____________________________________
(1)
Interest payments due in future periods on the $164.4 million of variable rate debt were calculated using a forward LIBOR curve.
(2) As of December 31, 2019, we had $900.0 million of variable rate debt on the Credit Facility Term Loan effectively fixed through the use of interest rate swap
agreements. We used the interest rates effectively fixed under our swap agreements to calculate the debt payment obligations in future periods.
(3)
Includes the Company’s share of capital expenditures related to an expansion project of the property held within an unconsolidated joint venture and letters
of credit outstanding. Subsequent to December 31, 2019, all letters of credit outstanding were terminated.
Cash Flow Analysis for the year ended December 31, 2019
Operating Activities – During the year ended December 31, 2019, net cash used in operating activities increased $601.5 million
to $107.6 million from $493.9 million net cash provided by operating activities during the same period in 2018. The increase was
primarily due to a $524.5 million increase in litigation and non-routine costs, net, including litigation settlements, paid during the
year ended December 31, 2019.
Investing Activities – Net cash provided by investing activities for the year ended December 31, 2019 increased $462.1 million
to $613.2 million from $151.1 million during the same period in 2018. The increase was primarily related to an increase in cash
proceeds from dispositions of real estate and joint ventures of $565.2 million and a decrease in investments in real estate assets
of $106.0 million, offset by a decrease in net proceeds from disposition of discontinued operations of $122.9 million, a decrease
in proceeds from the sale of CMBS and mortgage notes receivables of $37.1 million and an increase in payments for capital
expenditures and leasing costs and real estate developments of $34.6 million.
Financing Activities – Net cash used in financing activities of $525.4 million decreased $130.0 million during the year ended
December 31, 2019 from $655.4 million during the same period in 2018. The decrease was primarily related to $1.0 billion of
proceeds received from the issuance of Common Stock in 2019, offset by the redemption of $300.1 million of Series F Preferred
Stock in 2019, an increase in payments on mortgage notes payable and other debt, including debt extinguishment costs of $236.2
million, and a decrease of $170.0 million in net proceeds related to the credit facilities, corporate bonds and convertible notes. In
addition, during the year ended December 31, 2019, $192.0 million of payments were made related to the surrender of Limited
Partner OP Units, with no comparable activity during the same period in 2018.
Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for the cash flow
analysis for the years ended December 31, 2018 and 2017.
47
Election as a REIT
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of
the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2011. As a REIT, except
as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its
stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the deduction for
dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements.
Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on
its income and property, federal income taxes on certain income and excise taxes on its undistributed income. We believe we are
organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019.
The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. As a partnership, the Operating
Partnership is not a taxable entity for U.S. federal income tax purposes. Instead, each partner in the Operating Partnership is
required to take into account its allocable share of the Operating Partnership’s income, gains, losses, deductions and credits for
each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property.
Under the LPA, the Operating Partnership is required to conduct business in such a manner as to permit the General Partner at all
times to qualify as a REIT.
As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment
management segment, Cole Capital. The Company conducted substantially all of the Cole Capital business activities through a
TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s
use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to
retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company
conducts all of its business in the United States and Puerto Rico and, as a result, it files income tax returns in the U.S. federal
jurisdiction, Puerto Rico, and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have
been eliminated in consolidation for financial accounting purposes are also subject to taxation.
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net
leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate
taxes and insurance, may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related Party Transactions and Agreements
Through the closing of the Cole Capital sale, we were contractually responsible for managing the Cole REITs’ affairs on a
day-to-day basis. For further explanation of the various related party transactions, agreements and fees see Note 15 – Related Party
Transactions and Arrangements to our consolidated financial statements in this report.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse
changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings.
To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest
rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our
overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as
swaps, caps, collars, treasury locks, options and forwards in order to mitigate our interest rate risk with respect to various debt
instruments. We would not hold or issue these derivative contracts for trading or speculative purposes.
48
Interest Rate Risk
As of December 31, 2019, our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use
of derivative instruments, with a fair value and carrying value of $5.8 billion and $5.6 billion, respectively. Changes in market
interest rates on our fixed rate debt impact the fair value of the debt, but they have no impact on interest incurred or cash flow. For
instance, if interest rates rise 100 basis points, and the fixed rate debt balance remains constant, we expect the fair value of our
debt to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate
debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables
held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed rate debt
of $217.6 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate
debt of $236.0 million.
As of December 31, 2019, our debt included variable-rate debt with a fair value and carrying value of $164.5 million and
$164.4 million, respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move
in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase or decrease
in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $1.6 million annually. See
Note 6 – Debt to our consolidated financial statements.
As of December 31, 2019, our interest rate swaps had a fair value that resulted in net liabilities of $27.8 million. See Note 7 –
Derivatives and Hedging Activities to our consolidated financial statements for further discussion.
As the information presented above includes only those exposures that existed as of December 31, 2019, it does not consider
exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized
gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and
the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and
assume no other changes in our capital structure.
In July 2017, the FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.
The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR
markets. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include
interest amounts on our variable rate debt as discussed in Note 6 – Debt and the swap rate for our interest rate swaps, as discussed
in Note 7 – Derivatives and Hedging Activities. See Item 1A. Risk Factors for further discussion on risks related to changes in
LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates.
Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the
same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including
those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic
and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies or industries
could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit
status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e.,
expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific
credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base,
reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential
problem tenants.
Item 8. Financial Statements and Supplementary Data.
The information required by Item 8 is hereby incorporated by reference to our consolidated financial statements beginning
on page F-1 of this document.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
49
Item 9A. Controls and Procedures.
I. Discussion of Controls and Procedures of the General Partner
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to the General Partner.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are
designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance
of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were
effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to
provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is
not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework
in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of
December 31, 2019.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in their report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the
Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
II. Discussion of Controls and Procedures of the Operating Partnership
In the information incorporated by reference into this Part II of Item 9A, the term “Company” refers to the Operating Partnership,
except as the context otherwise requires.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are
designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance
of achieving the desired control objectives.
50
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of December 31, 2019 and determined that the disclosure controls and procedures were
effective at a reasonable assurance level as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to
provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is
not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework
in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of
December 31, 2019.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the
Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December
31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31,
2019, of the Company and our report dated February 25, 2020, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
52
Item 9B. Other Information.
None
53
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end
of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
54
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
PART IV
The Financial Statements are included herein at pages F-1 through F-59.
Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts is included herein on page F-60.
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-61 through F-178.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-179.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (and
are numbered in accordance with Item 601 of Regulation S-K):
Exhibit
No.
Description
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
4.1
4.2
4.3
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).
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).
55
Exhibit
No.
Description
4.4
4.6
4.7
4.8
4.9
4.10
4.11
4.13
4.14
4.15
4.16
4.17
4.18
4.19
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).
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).
Officer’s 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).
First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American
Realty Capital Properties, Inc. and U.S. Bank National Association (Incorporated by reference to the Company’s Current Report
on Form 8-K (File No. 001-35263), filed with the SEC on February 13, 2015).
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).
Form of 4.875% Senior Notes due 2026 (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).
Officer’s Certificate, dated as of August 11, 2017 (Incorporated by reference to the Company’s Current Report on Form 8-K (File
No. 001-35263), filed with the SEC on August 11, 2017).
Form of 3.950% Senior Notes due 2027 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.
001-35263), filed with the SEC on August 11, 2017).
Officer’s Certificate, dated as of October 16, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K
(File No. 001-35263), filed with the SEC on October 16, 2018).
Form of 4.625% Senior Notes due 2025 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.
001-35263), filed with the SEC on October 16, 2018).
Officer’s Certificate, dated as of December 4, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K
(File No. 001-35263), filed with the SEC on December 4, 2019).
Form of 3.10% Senior Notes due 2029 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.
001-35263), filed with the SEC on December 4, 2019).
4.20*
Description of VEREIT, Inc.’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934.
10.1
10.2
10.3
10.4†
10.5†
10.6†
10.7†
10.8†
10.9†
Credit Agreement dated as of May 23, 2018 by and among VEREIT Operating Partnership, L.P., VEREIT, Inc., the financial
institutions from time to time party thereto as lenders and Wells Fargo Bank, National Association, as the administrative agent
(Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on May 23,
2018).
Purchase and Sale Agreement, dated as of November 13, 2017, by and between VEREIT Operating Partnership, L.P. and CCA
Acquisition, LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with
the SEC on November 13, 2017).
First Amendment to the Purchase and Sale Agreement, dated as of February 1, 2018, by and between VEREIT Operating
Partnership, L.P. and CCA Acquisition, LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.
001-35263), filed with the SEC on February 7, 2018).
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).
Form of Equity Plan Time-Based Restricted Stock Unit Award Agreement (CEO) (Incorporated by reference to the Company’s
Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21,
2019).
Form of Equity Plan Time-Based Restricted Stock Unit Award Agreement (Executive Officers) (Incorporated by reference to the
Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on
February 21, 2019).
Form of Equity Plan Time-Based Restricted Stock Unit Award Agreement (Employees) (Incorporated by reference to the
Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on
February 21, 2019).
56
Exhibit
No.
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†
10.26†
10.27†
10.28†
10.29†
10.30
Description
Form of Equity Plan Performance-Based Restricted Stock Unit Award Agreement (Executive Officers and CEO) (Incorporated
by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed
with the SEC on February 21, 2019).
Form of Equity Plan Performance-Based Restricted Stock Unit Award Agreement (Employees) (Incorporated by reference to the
Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on
February 21, 2019).
Form of Equity Plan Non-Qualified Stock Option Award Agreement (Executive Officers and CEO) (Incorporated by reference
to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC
on February 21, 2019).
Form of Equity Plan Non-Qualified Stock Option Award Agreement (Employees) (Incorporated by reference to the Company’s
Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21,
2019).
Form of 2017 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 March 31, 2017 filed with the SEC on May 4, 2017).
Form of 2017 Deferred Stock Unit Award Agreement to be entered into with non-executive directors pursuant to the VEREIT,
Inc. Equity Plan and the Independent Directors’ Deferred Compensation Program (Incorporated by reference to the Company’s
Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended March 31, 2017 filed with the SEC on May 4, 2017).
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).
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).
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).
Amendment effective February 21, 2018, to the Employment Agreement, dated as of March 10, 2015, by and between VEREIT,
Inc. and Glenn Rufrano (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for
the year ended December 31, 2017 filed with the SEC on February 22, 2018).
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).
Amendment, effective February 21, 2018, to the Employment Agreement, dated as of October 5, 2015, by and between VEREIT,
Inc. and Michael J. Bartolotta (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263),
for the year ended December 31, 2017 filed with the SEC on February 22, 2018).
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 (File No. 001-35263), for the year ended
December 31, 2015 filed with the SEC on February 23, 2016).
Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21, 2015, by and between VEREIT,
Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for
the year ended December 31, 2017 filed with the SEC on February 22, 2018).
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 (File No. 001-35263), for the year ended December
31, 2015 filed with the SEC on February 23,2016).
Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT,
Inc. and Paul McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for
the year ended December 31, 2017 filed with the SEC on February 22, 2018).
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 (File No. 001-35263), for the year ended December
31, 2015 filed with the SEC on February 23, 2016).
Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT,
Inc. and Thomas Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for
the year ended December 31, 2017 filed with the SEC on February 22, 2018).
Class Action Stipulation of Settlement, dated as of September 30, 2019, by and among VEREIT, Inc., VEREIT Operating
Partnership, L.P. and the other parties named therein (Incorporated by reference in the Company’s Quarterly Report on Form 10-
Q (File No. 001-35263), for the quarter ended September 31, 2019 filed with the SEC on November 6, 2019).
57
Exhibit
No.
Description
10.31
21.1*
23.1*
23.2*
31.1*
31.2*
31.3*
31.4*
32.1**
32.2**
32.3**
32.4**
Derivative Action Stipulation and Agreement of Settlement, dated as of September 27, 2019, by and among VEREIT, Inc. and
the other parties named therein (Incorporated by reference in the Company’s Quarterly Report on Form 10-Q (File No. 001-35263),
for the quarter ended September 31, 2019 filed with the SEC on November 6, 2019).
List of Subsidiaries.
Consent of Deloitte & Touche LLP.
Consent of Deloitte & Touche 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.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits
101.*).
_____________________________
* 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.
† Management contract or compensatory plan or arrangement.
58
Item 16. Form 10-K Summary.
Not Applicable
59
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 25, 2020
60
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 25, 2020
/s/ Michael J. Bartolotta
Executive Vice President and Chief Financial Officer
February 25, 2020
Michael J. Bartolotta
(Principal Financial Officer)
/s/ Gavin B. Brandon
Senior Vice President and Chief Accounting Officer
February 25, 2020
Gavin B. Brandon
(Principal Accounting Officer)
Director, Non-Executive Chairman
February 25, 2020
/s/ Hugh R. Frater
Hugh R. Frater
/s/ David B. Henry
David B. Henry
Director
/s/ Mary Hogan Preusse
Director
Mary Hogan Preusse
/s/ Richard J. Lieb
Richard J. Lieb
/s/ Mark S. Ordan
Mark S. Ordan
Director
Director
/s/ Eugene A. Pinover
Director
Eugene A. Pinover
/s/ Julie G. Richardson
Director
Julie G. Richardson
_________________________________
February 25, 2020
February 25, 2020
February 25, 2020
February 25, 2020
February 25, 2020
February 25, 2020
* 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.
61
[This page intentionally left blank]
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets of VEREIT, Inc. as of December 31, 2019 and December 31, 2018
Consolidated Statements of Operations of VEREIT, Inc. for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income (Loss) of VEREIT, Inc. for the Years Ended December 31,
2019, 2018 and 2017
Consolidated Statements of Changes in Equity of VEREIT, Inc. for the Years Ended December 31, 2019, 2018 and
2017
Consolidated Statements of Cash Flows of VEREIT, Inc. for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Balance Sheets of VEREIT Operating Partnership, L.P. as of December 31, 2019 and December 31,
2018
Consolidated Statements of Operations of VEREIT Operating Partnership, L.P. for the Years Ended December 31,
2019, 2018 and 2017
Consolidated Statements of Comprehensive Income (Loss) of VEREIT Operating Partnership, L.P. for the Years
Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Changes in Equity of VEREIT Operating Partnership, L.P. for the Years Ended December
31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows of VEREIT Operating Partnership, L.P. for the Years Ended December 31,
2019, 2018 and 2017
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-5
F-6
F-7
F-8
F-10
F-12
F-13
F-14
F-15
F-17
F-19
F-60
F-61
F-179
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of VEREIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the “Company”) as of December
31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash
flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index
at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated February 25, 2020 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Real Estate Investments - Impairments- Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
The Company performs quarterly impairment review procedures, primarily through monitoring of events and changes in
circumstances that could indicate the carrying value of its real estate assets may not be recoverable. The Company assesses the
recoverability of real estate assets by determining whether the carrying value of the assets will be recovered from the undiscounted
future cash flows expected from the use of the assets and their eventual disposition. Estimating future undiscounted cash flows
requires management to make significant estimates and assumptions, including estimating the expected holding period of the assets
when assessing recoverability.
In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the
carrying value of real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined
using a discounted cash flow analysis and recent comparable sales transactions. During 2019, the Company recorded $47.1 million
of impairment charges.
F-2
We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions
required to evaluate the recoverability of real estate assets, including the estimated holding period of the assets when assessing
recoverability. Auditing the assumptions used by the Company in estimating future undiscounted cash flows required a high degree
of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing
audit procedures to evaluate the reasonableness of the Company’s recoverability analysis.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to test the assumptions used by management to estimate forecasted cash flows, including management’s
expected holding period of such real estate assets, consisted of the following, among others:
• We tested the effectiveness of internal controls over the inputs of the forecasted cash flows used in the recoverability
analysis.
• With the assistance of our fair value specialists, we evaluated the undiscounted future cash flows analysis, including
estimates of future occupancy levels, market rental revenue, and capitalization rates, in addition to the assessment of
expected remaining holding period and changes in management’s intent with respect to the expected holding period for
each real estate asset with possible impairment indicators by:
1. Making inquiries of accounting and operations management.
2. Comparing the source data and management’s assumptions to the Company’s historical results and external
market sources.
3. Testing the mathematical accuracy of the undiscounted future cash flows analysis.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Company’s auditor since 2015.
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the partners of VEREIT Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P and subsidiaries (the
"Operating Partnership") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive
income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related
notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31,
2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an
opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to
the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 25, 2020
We have served as the Operating Partnership’s auditor since 2015.
F-4
VEREIT, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
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
Operating lease right-of-use assets
Investment in unconsolidated entities
Cash and cash equivalents
Restricted cash
Rent and tenant receivables and other assets, net
Goodwill
Real estate assets held for sale, net
Total assets
LIABILITIES AND EQUITY
Mortgage notes payable, net
Corporate bonds, net
Convertible debt, net
Credit facility, net
Below-market lease liabilities, net
Accounts payable and accrued expenses
Deferred rent and other liabilities
Distributions payable
Operating lease liabilities
Total liabilities
Commitments and contingencies (Note 10)
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 and
42,834,138 issued and outstanding as of December 31, 2019 and December 31,
2018, respectively
Common stock, $0.01 par value, 1,500,000,000 shares authorized and
1,076,845,984 and 967,515,165 issued and outstanding as of December 31, 2019
and December 31, 2018, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2019
December 31, 2018
$
$
$
$
$
$
$
2,738,679
10,200,550
1,904,641
14,843,870
3,594,247
11,249,623
215,227
68,825
12,921
20,959
348,395
1,337,773
26,957
13,280,680
1,528,134
2,813,739
318,183
1,045,669
143,583
126,320
90,349
150,364
221,061
6,437,402
2,843,212
10,749,228
2,012,399
15,604,839
3,436,772
12,168,067
—
35,289
30,758
22,905
366,092
1,337,773
2,609
13,963,493
1,922,657
3,368,609
394,883
401,773
173,479
145,611
69,714
186,623
—
6,663,349
309
428
10,768
13,251,962
(27,670)
(6,399,626)
6,835,743
7,535
6,843,278
13,280,680
$
9,675
12,615,472
(1,280)
(5,467,236)
7,157,059
143,085
7,300,144
13,963,493
The accompanying notes are an integral part of these statements.
F-5
VEREIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
Year Ended December 31,
2019
2018
2017
$
1,237,234
$
1,257,867
$
1,252,285
4,337
815,422
129,769
62,711
481,995
47,091
10,505
3,632
290,963
126,461
63,933
640,618
54,647
—
3,402
47,960
128,717
58,603
706,802
50,548
—
1,551,830
1,180,254
996,032
(278,574)
(17,910)
12,971
2,618
292,647
11,752
(302,844)
(4,262)
(307,106)
—
(307,106)
6,753
(300,353) $
(280,887)
5,360
15,090
1,869
94,331
(164,237)
(86,624)
(5,101)
(91,725)
3,695
(88,030)
2,256
(85,774) $
(289,766)
18,373
9,218
2,763
61,536
(197,876)
58,377
(6,882)
51,495
(19,117)
32,378
(560)
31,818
(0.37) $
(0.17) $
(0.02)
— $
(0.37) $
0.00
$
(0.16) $
(0.02)
(0.04)
Rental revenue
Operating expenses:
Acquisition-related
Litigation and non-routine costs, net
Property operating
General and administrative
Depreciation and amortization
Impairments
Restructuring
Total operating expenses
Other (expenses) income:
Interest expense
(Loss) gain on extinguishment and forgiveness of debt, net
Other income, net
Equity in income and gain on disposition of unconsolidated entities
Gain on disposition of real estate and real estate assets held for sale, net
Total other income (expenses), net
(Loss) income before taxes
Provision for income taxes
(Loss) income from continuing operations
Income (loss) from discontinued operations, net of income taxes
Net (loss) income
Net loss (income) attributable to non-controlling interests (1)
Net (loss) income attributable to the General Partner
Basic and diluted net loss per share from continuing operations
attributable to common stockholders
Basic and diluted net income (loss) per share from discontinued operations
attributable to common stockholders
Basic and diluted net loss per share attributable to common stockholders (2)
_______________________________________________
$
$
$
$
(1) Represents net loss (income) attributable to limited partners and a consolidated joint venture partner.
(2) Amounts may not total due to rounding.
The accompanying notes are an integral part of these statements.
F-6
VEREIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Net (loss) income
Total other comprehensive (loss) income
Unrealized loss on interest rate derivatives
Reclassification of previous unrealized loss (gain) on interest rate
derivatives into net (loss) income
Unrealized loss on investment securities, net
Reclassification of previous unrealized loss on investment securities
into net (loss) income as other income, net
Total other comprehensive (loss) income
Total comprehensive (loss) income
Comprehensive loss (income) attributable to non-controlling interests(1)
Total comprehensive (loss) income attributable to the General Partner
$
Year Ended December 31,
2019
(307,106) $
$
2018
2017
(88,030) $
32,378
(29,894)
2,457
—
—
(27,437)
—
313
(205)
2,237
2,345
(334,543)
7,800
(326,743) $
(85,685)
2,200
(83,485) $
(18)
(70)
(951)
—
(1,039)
31,339
(534)
30,805
_______________________________________________
(1) Represents comprehensive loss (income) attributable to limited partners and a consolidated joint venture partner.
The accompanying notes are an integral part of these statements.
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VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash (used in) provided
by operating activities:
Depreciation and amortization
Gain on real estate assets, net
Impairments from held for sale
Impairments
Equity-based compensation
Equity in income of unconsolidated entities and gain on joint venture
Distributions from unconsolidated entities
Loss (gain) on investments
Loss (gain) on derivative instruments
Non-cash restructuring expense
Loss (gain) on extinguishment and forgiveness of debt, net
Surrender of Limited Partner OP Units
Changes in assets and liabilities:
Investment in direct financing leases
Rent and tenant receivables, operating lease right-of-use and other
assets, net
Due from affiliates
Assets held for sale classified as discontinued operations
Accounts payable and accrued expenses
Deferred rent, operating lease and other liabilities
Due to affiliates
Liabilities related to discontinued operations
Net cash (used in) provided by operating activities
Cash flows from investing activities:
Investments in real estate assets
Capital expenditures and leasing costs
Real estate developments
Principal repayments received on investment securities and mortgage
notes receivable
Investments in unconsolidated entities
Return of investment from unconsolidated entities
Proceeds from disposition of real estate and joint venture
Proceeds from disposition of discontinued operations
Investment in leasehold improvements and other assets
Deposits for real estate assets
Proceeds from sale of investments and other assets
Uses and refunds of deposits for real estate assets
Proceeds from the settlement of property-related insurance claims
Line of credit advances to Cole REITs
Line of credit repayments from Cole REITs
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 debt
extinguishment costs
Proceeds from credit facility
Payments on credit facility
Proceeds from corporate bonds
Redemptions of corporate bonds, including extinguishment costs
Repurchases of convertible notes, including extinguishment costs
Payments of deferred financing costs
F-10
Year Ended December 31,
2019
2018
2017
$
(307,106) $
(88,030) $
32,378
495,232
(296,447)
—
47,091
13,101
(2,618)
284
492
58
3,951
17,910
(26,536)
659,948
(96,068)
—
54,647
13,314
(1,869)
1,366
(4,092)
(355)
—
(5,360)
—
745,499
(61,536)
20,027
50,548
16,751
(2,726)
3,646
(65)
(2,976)
—
(18,373)
—
1,622
2,078
2,097
(18,367)
—
—
(16,719)
(19,551)
—
—
(107,603)
(394,662)
(37,957)
(28,125)
106
(2,767)
1,138
1,067,532
—
(1,716)
(8,453)
9,837
6,328
1,957
—
—
613,218
(34,096)
—
(2,492)
1,688
7,162
(66)
(13,861)
493,914
(500,625)
(22,291)
(9,221)
5,761
(771)
48
502,289
122,915
(841)
(13,412)
46,966
17,267
1,434
(2,200)
3,800
151,119
(21,394)
1,163
13,812
10,742
(395)
50
4,019
793,267
(699,004)
(21,694)
(14,850)
6,796
—
1,972
445,525
—
(1,191)
(37,226)
400
36,111
355
(16,400)
25,100
(274,106)
705
187
4,652
(374,058)
1,386,000
(739,000)
593,052
(1,160,977)
(82,254)
(4,190)
(137,887)
1,934,000
(1,716,000)
546,304
—
(597,500)
(25,471)
(424,385)
329,000
(645,107)
600,000
—
—
(9,575)
VEREIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
Year Ended December 31,
2019
2018
2017
Repurchases of Common Stock under the share repurchase programs
Repurchases of Common Stock to settle tax obligations
Proceeds from the issuance of Common Stock, net of underwriters’
discount and offering expenses
Redemption of Series F Preferred Stock
Contributions from non-controlling interest holders
Distributions paid
Payment related to the surrender of Limited Partner OP Units
Net cash used in financing activities
Net change in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash, beginning of period
Less: cash and cash equivalents of discontinued operations
Cash and cash equivalents and restricted cash from continuing operations,
beginning of period
Cash and cash equivalents and restricted cash, end of period
Less: cash and cash equivalents of discontinued operations
Cash and cash equivalents and restricted cash from continuing operations,
end of period
Reconciliation of Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period
Restricted cash at beginning of period
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents at end of period
Restricted cash at end of period
Cash and cash equivalents and restricted cash at end of period
$
$
$
$
$
— $
(1,618)
(50,154) $
(2,326)
1,014,215
(300,122)
64
(665,241)
(191,974)
(525,398)
(19,783)
—
—
120
(606,679)
—
(655,406)
(10,373)
$
53,663
—
$
64,036
(2,198)
53,663
33,880
—
33,880
30,758
22,905
53,663
12,921
20,959
33,880
$
$
$
61,838
53,663
—
53,663
34,176
27,662
61,838
30,758
22,905
53,663
$
$
$
(518)
(2,148)
—
—
101
(608,615)
—
(756,595)
(237,434)
301,470
(2,973)
298,497
64,036
(2,198)
61,838
253,479
45,018
298,497
34,176
27,662
61,838
The accompanying notes are an integral part of these statements.
F-11
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
December 31, 2019
December 31, 2018
ASSETS
Real estate investments, at cost:
Land
Buildings, fixtures and improvements
Intangible lease assets
Total real estate investments, at cost
Less: accumulated depreciation and amortization
Total real estate investments, net
Operating lease right-of-use assets
Investment in unconsolidated entities
Cash and cash equivalents
Restricted cash
Rent and tenant receivables and other assets, net
Goodwill
Real estate assets held for sale, net
Total assets
LIABILITIES AND EQUITY
Mortgage notes payable, net
Corporate bonds, net
Convertible debt, net
Credit facility, net
Below-market lease liabilities, net
Accounts payable and accrued expenses
Deferred rent and other liabilities
Distributions payable
Operating lease liabilities
Total liabilities
Commitments and contingencies (Note 10)
General Partner's preferred equity, 30,871,246 and 42,834,138 General Partner
Series F Preferred Units issued and outstanding as of December 31, 2019 and
December 31, 2018, respectively
General Partner's common equity, 1,076,845,984 and 967,515,165 General Partner
OP Units issued and outstanding as of December 31, 2019 and December 31,
2018, respectively
Limited Partner's preferred equity, 49,766 and 86,874 Limited Partner Series F
Preferred Units issued and outstanding as of December 31, 2019 and December
31, 2018, respectively
Limited Partner's common equity, 786,719 and 23,715,908 Limited Partner OP
Units issued and outstanding as of December 31, 2019 and December 31, 2018,
respectively
Total partners’ equity
Non-controlling interests
Total equity
Total liabilities and equity
$
$
$
$
$
$
$
2,738,679
10,200,550
1,904,641
14,843,870
3,594,247
11,249,623
215,227
68,825
12,921
20,959
348,395
1,337,773
26,957
13,280,680
1,528,134
2,813,739
318,183
1,045,669
143,583
126,320
90,349
150,364
221,061
6,437,402
2,843,212
10,749,228
2,012,399
15,604,839
3,436,772
12,168,067
—
35,289
30,758
22,905
366,092
1,337,773
2,609
13,963,493
1,922,657
3,368,609
394,883
401,773
173,479
145,611
69,714
186,623
—
6,663,349
460,504
710,325
6,375,239
6,446,734
1,869
2,883
4,433
6,842,045
1,233
6,843,278
13,280,680
$
138,931
7,298,873
1,271
7,300,144
13,963,493
The accompanying notes are an integral part of these statements.
F-12
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
Rental revenue
Operating expenses:
Acquisition-related
Litigation and non-routine costs, net
Property operating
General and administrative
Depreciation and amortization
Impairments
Restructuring
Total operating expenses
Other (expenses) income:
Interest expense
(Loss) gain on extinguishment and forgiveness of debt, net
Other income, net
Equity in income and gain on disposition of unconsolidated entities
Gain on disposition of real estate and real estate assets held for sale, net
Total other income (expenses), net
(Loss) income before taxes
Provision for income taxes
(Loss) income from continuing operations
Income (loss) from discontinued operations, net of income taxes
Net (loss) income
Net loss attributable to non-controlling interests (1)
Net (loss) income attributable to the OP
Basic and diluted net loss per unit from continuing operations attributable
to common unitholders
Basic and diluted net income (loss) per unit from discontinued operations
attributable to common unitholders
Basic and diluted net loss per unit attributable to common unitholders (2)
_______________________________________________
(1) Represents net loss attributable to a consolidated joint venture partner.
(2) Amounts may not total due to rounding.
$
$
$
$
Year Ended December 31,
2019
2018
2017
$
1,237,234
$
1,257,867
$
1,252,285
4,337
815,422
129,769
62,711
481,995
47,091
10,505
3,632
290,963
126,461
63,933
640,618
54,647
—
3,402
47,960
128,717
58,603
706,802
50,548
—
1,551,830
1,180,254
996,032
(278,574)
(17,910)
12,971
2,618
292,647
11,752
(302,844)
(4,262)
(307,106)
—
(307,106)
102
(307,004) $
(280,887)
5,360
15,090
1,869
94,331
(164,237)
(86,624)
(5,101)
(91,725)
3,695
(88,030)
154
(87,876) $
(289,766)
18,373
9,218
2,763
61,536
(197,876)
58,377
(6,882)
51,495
(19,117)
32,378
194
32,572
(0.37) $
(0.17) $
(0.02)
— $
(0.37) $
0.00
$
(0.16) $
(0.02)
(0.04)
The accompanying notes are an integral part of these statements.
F-13
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Net (loss) income
Total other comprehensive (loss) income
Unrealized loss on interest rate derivatives
Reclassification of previous unrealized loss (gain) on interest rate
derivatives into net (loss) income
Unrealized loss on investment securities, net
Reclassification of previous unrealized loss on investment securities
into net (loss) income as other income, net
Total other comprehensive (loss) income
Total comprehensive (loss) income
Comprehensive loss attributable to non-controlling interests (1)
Total comprehensive (loss) income attributable to the OP
$
_______________________________________________
(1) Represents comprehensive loss attributable to a consolidated joint venture partner.
Year Ended December 31,
2019
(307,106) $
$
2018
2017
(88,030) $
32,378
(29,894)
2,457
—
—
(27,437)
—
313
(205)
2,237
2,345
(334,543)
102
(334,441) $
(85,685)
154
(85,531) $
(18)
(70)
(951)
—
(1,039)
31,339
194
31,533
The accompanying notes are an integral part of these statements.
F-14
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F-16
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash (used in) provided
by operating activities:
Depreciation and amortization
Gain on real estate assets, net
Impairments from held for sale
Impairments
Equity based compensation
Equity in income of unconsolidated entities
Distributions from unconsolidated entities
Loss (gain) on investments
Loss (gain) on derivative instruments
Non-cash restructuring expense
Loss (gain) on extinguishment and forgiveness of debt, net
Surrender of Limited Partner OP Units
Changes in assets and liabilities:
Investment in direct financing leases
Rent and tenant receivables, operating lease right-of-use and other
assets, net
Due from affiliates
Assets held for sale classified as discontinued operations
Accounts payable and accrued expenses
Deferred rent, operating lease and other liabilities
Due to affiliates
Liabilities related to discontinued operations
Net cash (used in) provided by operating activities
Cash flows from investing activities:
Investments in real estate assets
Capital expenditures and leasing costs
Real estate developments
Principal repayments received on investment securities and mortgage
notes receivable
Investments in unconsolidated entities
Return of investment from unconsolidated entities
Proceeds from disposition of real estate and joint venture
Proceeds from disposition of discontinued operations
Investment in leasehold improvements and other assets
Deposits for real estate assets
Proceeds from sale of investments and other assets
Uses and refunds of deposits for real estate assets
Proceeds from the settlement of property-related insurance claims
Line of credit advances to Cole REITs
Line of credit repayments from Cole REITs
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 debt
extinguishment costs
Proceeds from credit facility
Payments on credit facility
Proceeds from corporate bonds
Redemptions of corporate bonds, including extinguishment costs
Repurchases of convertible notes, including extinguishment costs
Payments of deferred financing costs
F-17
Year Ended December 31,
2019
2018
2017
$
(307,106) $
(88,030) $
32,378
495,232
(296,447)
—
47,091
13,101
(2,618)
284
492
58
3,951
17,910
(26,536)
659,948
(96,068)
—
54,647
13,314
(1,869)
1,366
(4,092)
(355)
—
(5,360)
—
745,499
(61,536)
20,027
50,548
16,751
(2,726)
3,646
(65)
(2,976)
—
(18,373)
—
1,622
2,078
2,097
(18,367)
—
—
(16,719)
(19,551)
—
—
(107,603)
(394,662)
(37,957)
(28,125)
106
(2,767)
1,138
1,067,532
—
(1,716)
(8,453)
9,837
6,328
1,957
—
—
613,218
(34,096)
—
(2,492)
1,688
7,162
(66)
(13,861)
493,914
(500,625)
(22,291)
(9,221)
5,761
(771)
48
502,289
122,915
(841)
(13,412)
46,966
17,267
1,434
(2,200)
3,800
151,119
(21,394)
1,163
13,812
10,742
(395)
50
4,019
793,267
(699,004)
(21,694)
(14,850)
6,796
—
1,972
445,525
—
(1,191)
(37,226)
400
36,111
355
(16,400)
25,100
(274,106)
705
187
4,652
(374,058)
1,386,000
(739,000)
593,052
(1,160,977)
(82,254)
(4,190)
(137,887)
1,934,000
(1,716,000)
546,304
—
(597,500)
(25,471)
(424,385)
329,000
(645,107)
600,000
—
—
(9,575)
VEREIT OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)
Repurchases of Common Stock under the share repurchase programs
Repurchases of Common Stock to settle tax obligations
Proceeds from the issuance of Common Stock, net of underwriters’
discount and offering expenses
Redemption of Series F Preferred Stock
Contributions from non-controlling interest holders
Distributions paid
Payment related to the surrender of Limited Partner OP Units
Net cash used in financing activities
Net change in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash, beginning of period
Less: cash and cash equivalents of discontinued operations
Cash and cash equivalents and restricted cash from continuing operations,
beginning of period
Cash and cash equivalents and restricted cash, end of period
Less: cash and cash equivalents of discontinued operations
Cash and cash equivalents and restricted cash from continuing operations,
end of period
Reconciliation of Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period
Restricted cash at beginning of period
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents at end of period
Restricted cash at end of period
Cash and cash equivalents and restricted cash at end of period
$
$
$
$
$
Year Ended December 31,
2019
2018
2017
— $
(1,618)
(50,154) $
(2,326)
(518)
(2,148)
1,014,215
(300,122)
64
(665,241)
(191,974)
(525,398)
(19,783)
—
—
120
(606,679)
—
(655,406)
(10,373)
$
53,663
—
$
64,036
(2,198)
53,663
33,880
—
33,880
30,758
22,905
53,663
12,921
20,959
33,880
$
$
$
61,838
53,663
—
53,663
34,176
27,662
61,838
30,758
22,905
53,663
$
$
$
—
—
101
(608,615)
—
(756,595)
(237,434)
301,470
(2,973)
298,497
64,036
(2,198)
61,838
253,479
45,018
298,497
34,176
27,662
61,838
The accompanying notes are an integral part of these statements.
F-18
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019
Note 1 – Organization
VEREIT is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”)
for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. The OP is a Delaware limited
partnership of which the General Partner is the sole general partner. VEREIT’s common stock, par value $0.01 per share (“Common
Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”)
trade on the New York Stock Exchange (“NYSE”) under the trading symbols, “VER” and “VER PRF,” respectively. As used
herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the
OP.
VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant
commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for
long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including
property type, concentration and key economic factors for appropriate balance and diversity.
Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder
of 99.9% of the common equity interests in the OP as of December 31, 2019. Under the limited partnership agreement of the OP,
as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred
Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other
requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the
cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a
corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to
the terms of the LPA. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace
the General Partner or to approve the sale, purchase or refinancing of the OP’s assets.
The actions of the OP and its relationship with the General Partner are governed by the LPA. The General Partner does not
have any significant assets other than its investment in the OP. Therefore, the assets and liabilities of the General Partner and the
OP are the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation,
continuity, existence and operation of the General Partner incurred by the General Partner on the OP’s behalf shall be treated as
expenses of the OP. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s
Board of Directors, the LPA requires the OP to issue to the General Partner equity instruments with substantially similar terms, to
protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the OP
has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units
issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,”
respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited
Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP issue debt with
terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of
any additional class of equivalent equity instruments to the extent the General Partner’s Board of Directors authorizes the issuance
of any new class of equity securities.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its
consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial
statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the
United States (“U.S. GAAP”).
F-19
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated
joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest in
VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and
statements of changes in equity. In addition, as described in Note 1 – Organization and Note 12 – Equity, certain third parties have
been issued OP Units and Series F Preferred Units. Holders of OP Units are considered to be non-controlling interest holders in
the OP and their ownership interest in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated
balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further,
a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership
percentages. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the
end of each reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through
a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of December 31, 2019 and 2018, there
were approximately 0.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and
86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively.
For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and
fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb
portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation
includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity
being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable
interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the
power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the
expected losses of the entity, or (c) the right to receive the expected returns of the entity.
The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined
as the party who has a controlling financial interest in the VIE. Consideration of various factors include, but are not limited to, the
Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to
absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates
any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the
VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The
Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP.
Reclassification
The (loss) gain on derivative instruments, net line item has been combined into other income, net for prior periods presented
to be consistent with the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Management makes significant estimates regarding goodwill and intangible asset impairments, real
estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes.
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The
Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed
using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and
improvements and the remaining lease term for intangible lease assets.
F-20
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Allocation of Purchase Price of Real Estate Assets
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities
acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant
basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Identifiable
intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and
the value of in-place leases. In estimating fair values for purposes of allocating purchase price, the Company utilizes a number of
sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective
property and other market data. The Company also considers information obtained about each property as a result of its pre-
acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and
intangible assets acquired and intangible liabilities assumed.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with
existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company
in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each
property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company
includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected
lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases, including
leasing commissions, legal and other related expenses. The value of in-place leases is amortized over the initial term of the respective
leases. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense.
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using
an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to
be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases,
measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. Above-
market leases are amortized as a reduction to rental revenue over the remaining terms of the respective leases. Below-market leases
are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal
periods.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions
with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables.
The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact
the Company’s results of operations.
During the years ended December 31, 2019, 2018 and 2017, all real estate acquisitions qualified as asset acquisitions, and
external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities
as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating
asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated
statements of operations for all periods presented.
Assets Held for Sale
Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related
to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value,
less the estimated cost to dispose of the assets. See Note 3– Real Estate Investments and Related Intangibles 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.
F-21
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Discontinued Operations
The Company reports discontinued operations when a component of an entity or group of components that has been disposed
of or classified as held for sale represents a strategic shift that has or will have a major effect on an entity’s operations and financial
results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s
consolidated statements of operations as discontinued operations for all periods presented. See Note 14 — Discontinued Operations
for further discussion regarding discontinued operations.
Investment in Unconsolidated Entities
Unconsolidated Joint Ventures
The Company accounts for its investment in unconsolidated joint venture arrangements using the equity method of accounting
as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of these
investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted
for the Company’s share of equity in the joint ventures’ earnings and distributions. The Company records its proportionate share
of net income (loss) from the unconsolidated joint ventures in equity in income and gain on disposition of unconsolidated entities
in the consolidated statements of operations. See Note 3– Real Estate Investments and Related Intangibles for further discussion
on investments in unconsolidated joint ventures.
Investment in Cole REITs
On February 1, 2018, the Company sold certain of its equity investments to CCA Acquisition, LLC (the “Cole Purchaser”),
an affiliate of CIM Group, LLC, retaining interests retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT
II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V”). Subsequent
to the sale of Cole Capital, the Company carries these investments at fair value, as the Company does not exert significant influence
over CCIT II, CCIT III or CCPT V, and any changes in the fair value are recognized in other income, net in the accompanying
consolidated statement of operations for the years ended December 31, 2019 and 2018. Prior to the sale of Cole Capital, the
Company accounted for these investments using the equity method of accounting, which required the investment to be initially
recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Cole REIT’s earnings and
distributions. The Company recorded its proportionate share of net income or loss from the Cole REITs in equity in income and
gain on disposition of unconsolidated entities in the consolidated statement of operations for the year ended December 31, 2017.
Leasehold Improvements and Property and Equipment
The Company leases its corporate office facilities under operating leases. Leasehold improvements related to these are recorded
at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or
remaining lease term.
Property and equipment, which typically include computer hardware and software, furniture and fixtures, among other items,
are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated
useful lives of the assets, which range from three to seven years. The Company reassesses the useful lives of its property and
equipment and adjusts the future monthly depreciation expense based on the new useful life, as applicable. If the Company disposes
of an asset, the asset and related accumulated depreciation are written off upon disposal.
Goodwill
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration
paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with
prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of
December 31, 2019 and 2018, the carrying value of goodwill was $1.3 billion.
F-22
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Impairments
Real Estate Assets
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and
changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators
that the Company considers include, but are not limited to, decrease in net operating income, bankruptcy or other credit concerns
of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant
decreases in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses or reduced lease rates. When impairment
indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the
next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value of the
assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition.
U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. In the
event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the real estate
assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash
flow analysis and recent comparable sales or leasing transactions. The assumptions and uncertainties utilized in the evaluation of
the impairment of real estate assets are discussed in Note 5 – Fair Value Measures.
Goodwill
The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change
that indicate the carrying value may not be recoverable. To determine whether it is necessary to perform a quantitative goodwill
impairment test, the Company first assesses qualitative factors, including, but not limited to macro-economic conditions such as
deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing
costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will
be sold or a sustained decrease in the stock price on either an absolute basis or relative to peers. If an entity believes, as a result
of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is
less than its carrying amount, the quantitative impairment test is required. Otherwise, no quantitative testing is required. If it is
determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value is less than the carrying
amount, the provisions of guidance require that the Company then compares the fair value to the carrying value. Goodwill is
considered impaired if the carrying value exceeds the fair value.
The Company performed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the
qualitative testing, the Company believes that it is more-likely-than-not that the fair value of the goodwill is greater than the
carrying value. As such, no further testing was performed. The Company performed a quantitative analysis for the annual goodwill
tests during the years ended December 31, 2018 and 2017, which also resulted in no impairments.
Investment in Unconsolidated Joint Ventures
The Company is required to determine whether an event or change in circumstances has occurred that may have a significant
adverse effect on the fair value of any of its investment in the unconsolidated joint ventures. If an event or change in circumstance
has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture for potential impairment and
determine if the carrying value of its investment exceeds its fair value. An impairment charge is recorded when an impairment is
deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether
it has the ability and intent to hold the investment until the carrying value is fully recovered. The evaluation of an investment in
an unconsolidated joint venture for potential impairment requires the Company’s management to exercise significant judgment
and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No
impairments of unconsolidated joint ventures were identified during the years ended December 31, 2019, 2018 and 2017.
Leasehold Improvements and Property and Equipment
Leasehold improvements and property and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value of such assets may not be recoverable. If this review indicates that the carrying value of the asset
is not recoverable, the Company records an impairment loss, measured at fair value by estimated discounted cash flows or market
appraisals. The evaluation of leasehold improvements and property and equipment for potential impairment requires the Company’s
management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions
could result in different conclusions. No impairments of leasehold improvements and property and equipment were identified
during the years ended December 31, 2019, 2018 and 2017.
F-23
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds with
original maturities of three months or less. The Company deposits cash with several high quality financial institutions. These
deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit of $250,000. At times,
the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in
excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the
institutions where the deposits are held.
Restricted Cash
The Company had $21.0 million and $22.9 million, respectively, in restricted cash as of December 31, 2019 and 2018. Restricted
cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In
accordance with certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account,
from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company.
Included in restricted cash at December 31, 2019 was $18.8 million in lender reserves and $2.2 million held in restricted lockbox
accounts. Included in restricted cash at December 31, 2018 was $21.5 million in lender reserves and $1.4 million held in restricted
lockbox accounts.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for
financing. Deferred financing costs, other than those associated with the Revolving Credit Facility (as defined in Note 6 – Debt ),
are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather
than as an asset. Deferred financing costs related to the Revolving Credit Facility are included in rent and tenant receivables and
other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of
the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when
the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that
are not completed are expensed in the period in which it is determined the financing will not be completed.
Convertible Debt
The Company has an outstanding aggregate balance of $321.8 million related to the 2020 Convertible Notes (as defined in
Note 6 – Debt ). The 2020 Convertible Notes are convertible into cash or shares of the Company’s Common Stock at the Company’s
option. In accordance with U.S GAAP, the 2020 Convertible Notes are accounted for as a liability with a separate equity component
recorded for the conversion option. A liability was recorded for the 2020 Convertible Notes on the issuance date at fair value based
on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the
initial proceeds from the 2020 Convertible Notes and the estimated fair value of the debt instruments resulted in a debt discount,
with an offset recorded to additional paid-in capital representing the equity component. The debt discount is being amortized to
interest expense over the respective term of the 2020 Convertible Notes.
Derivative Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options
and forwards to hedge all or a portion of the interest rate risk associated with its borrowings. The Company’s interest rate management
objectives are intended to limit the impact of interest rate fluctuations on earnings and cash flows and to manage the Company’s
overall borrowing costs. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow
hedging strategy. Interest rate swaps designated as cash flow hedges are used to hedge forecasted issuances of fixed rate debt and
the variable cash flows associated with floating rate debt. The 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 may also have other financial relationships. The Company does not anticipate that any of the counterparties
will fail to meet their obligations.
F-24
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair
value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in
a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to
apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset,
liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives
designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted
transactions, are considered cash flow hedges.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated
and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the
fair value of these derivative instruments is recognized immediately in other income, net in the consolidated statements of operations
and consolidated statements of comprehensive income (loss). If the derivative is designated and qualifies for hedge accounting
treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss). Unrealized gains and losses
in other comprehensive income (loss) are reclassified to interest expense when the related hedged items impact earnings. See
Note 7 – Derivatives and Hedging Activities for further discussion.
Leases
ASC 842 (effective January 1, 2019)
The adoption of ASC 842, effective January 1, 2019, did not have a material impact on the Company’s consolidated statements
of operations. The most significant impact was the recognition of operating lease right-of-use (“ROU”) assets and operating lease
liabilities for operating leases pursuant to which the Company is the lessee. The Company did not have a cumulative effect
adjustment to retained earnings upon adoption. The lessor accounting model under ASC 842 is similar to existing guidance,
however, it limits the capitalization of initial direct leasing costs, such as internally generated costs, and modifies the lease
classification criteria through the elimination of "bright-line" tests.
The Company elected the package of practical expedients permitted under ASC 842 (which included: (i) an entity need not
reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for
any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases), the land easement
practical expedient to carry forward existing accounting treatment on existing land easements, the practical expedient which allows
a lessee to combine lease and non-lease components, and the short-term lease election that allows a lessee not to apply the balance
sheet recognition requirements to leases with a term of 12 months or less. The Company elected not to apply the practical expedients
related to hindsight or assessing impairment of ROU assets.
Lessor (effective January 1, 2019)
At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the
terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the
underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying
asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the
lease as a direct financing lease. All other leases are classified as operating leases.
Prior to the adoption of ASC 842, the Company has acquired certain properties that are subject to leases that qualified as direct
financing leases. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and
the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease
payments is estimated using a discounted cash flow analysis based on interest rates that would represent the Company’s incremental
borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market
data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income
from direct financing leases is calculated using the effective interest method over the remaining term of the lease. The Company
does not have any sales-type leases as of December 31, 2019.
For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis,
including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease
payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease
payments are based occur. Variable lease payments, including contingent rent, which is paid by a tenant when the tenant's sales
exceed an agreed upon minimum amount, are recognized once tenant sales exceed contractual tenant lease thresholds and is
calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease.
F-25
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company, as lessor, identified three separate lease components as follows: i) land lease component, ii) single property
lease component comprised of building, land improvements and tenant improvements, and iii) furniture and fixtures. The Company’s
leases also contain provisions for tenants to reimburse the Company for real estate taxes and insurance, which are considered
noncomponents of the lease, and maintenance and other property operating expenses, which are considered to be non-lease
components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease
components will be included with the single property lease component as the predominant component.
The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements
and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business
conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The
review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are
probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis
over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. The Company
recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record
an allowance for uncollectible accounts.
Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior
to their scheduled termination dates, as well as amortization of above and below-market leases.
Lessee (effective January 1, 2019)
To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the
arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date.
The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the
interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used.
The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a
collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease
term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain
to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the
contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of
exercising an extension, termination or purchase option changes.
The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the
commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives
received.
The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other
long-lived assets and is reviewed quarterly.
Policy applicable to periods prior to January 1, 2019
The accounting policy for leases in which the Company is the lessor or lessee prior to the adoption of ASC 842 can be found
in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Revenue Recognition
In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with
Customers (“ASU 2014-09”) (Topic 606), which requires an entity to recognize revenue in a way that depicts the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. Revenues generated through leasing arrangements are within the scope of ASC 842, as
discussed above, and are excluded from Topic 606.
Revenue Recognition - Cole Capital
As discussed in Note 14 — Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment
management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital
segment are reflected in the financial statements as discontinued operations.
F-26
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Cole Capital earned securities sales commissions, dealer manager fees, distribution and stockholder servicing fees, real estate
acquisition fees, financing coordination fees, property management fees, advisory fees, asset management fees and performance
fees for services relating to the Cole REITs’ offerings and the investment and management of their respective assets, in accordance
with the respective dealer manager and advisory agreements. The Company was also reimbursed for certain costs incurred in
providing these services, which were recorded as revenue as the expenses were incurred subject to revenue constraint due to the
limitations on the amount that was reimbursable based on the terms of the respective dealer manager and advisory agreements.
Refer to Note 15 – Related Party Transactions and Arrangements for a disaggregation of Cole Capital revenues.
The Company entered into a services agreement (the “Services Agreement”) with the Cole Purchaser, pursuant to which the
Company will continue to provide certain services to the Cole Purchaser and the Cole REITs, including operational real estate
support, (“Transition Services Revenues”) through March 31, 2019 (or, if later, the date of the last government filing other than a
tax filing made by any of the Cole REITs with respect to its 2018 fiscal year). Under the terms of the Services Agreement, the
Company will be entitled to receive reimbursement for certain of the services provided. The Company recorded Transition Services
Revenues as costs associated with providing such services were incurred, which coincided with the timing in which the performance
obligations of the contract had been met. During the year ended December 31, 2019 the Company incurred $2.1 million of such
costs and recognized revenues of $2.4 million, including acquisition fees, and during the period from February 1, 2018 through
December 31, 2018, the Company incurred $15.0 million of such costs and recognized revenues of $15.0 million, which are
recorded in other income, net in the consolidated statement of operations. The Company may also earn additional fees in each
calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year
(the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments.
Litigation and non-routine costs, net
The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit
Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain
defense costs subject to standard reservation of rights under the respective policies.
Litigation and non-routine costs, net include the following costs and recoveries (amounts in thousands):
Litigation and non-routine costs, net:
Audit Committee Investigation and related matters (1)
Legal fees and expenses (2)
Litigation settlements (3)
Merger related transfer taxes(4)
Total costs
Insurance recoveries (5)
Other recoveries (6)
Total
___________________________________
Year Ended December 31,
2019
2018
2017
$
$
70,168
2
820,208
—
890,378
(48,420)
(26,536)
815,422
$
$
59,755
530
233,246
—
293,531
(2,568)
—
290,963
$
$
49,434
421
—
(1,595)
48,260
(300)
—
47,960
(1)
Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit
committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant
to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters, net of accrual reversals.
(2)
Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued
operations, net of income taxes in the consolidated statements of operations for the year ended December 31, 2018.
(3) Refer to Note 10 – Commitments and Contingencies for additional information.
(4) The negative balance for the year ended December 31, 2017 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred.
(5) $2.3 million during the year ended December 31, 2018 relates to litigation resulting from prior mergers.
(6) Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information.
F-27
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Loss Contingencies
The Company records a liability in the consolidated financial statements for loss contingencies when a loss is known or
considered probable and the amount is reasonably estimable. If the reasonable estimate of a known or probable loss is a range,
and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss
is reasonably possible but not known or probable, and is reasonably estimable, the estimated loss or range of loss is disclosed.
Equity-based Compensation
The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other
employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted
share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over
the vesting period or when the requirements for exercise of the award have been met. See Note 13– Equity-based Compensation
for additional information on these plans.
Restructuring
During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for the Cole
Purchaser terminated in accordance with the terms of the Services Agreement and the Company recorded $10.5 million of
restructuring expenses related to the reorganization of its business, of which $9.2 million related to office lease terminations and
modifications and $1.8 million related to the cessation of services under the Services Agreement, including severance, net of ASC
842 operating lease adjustments of $0.5 million. No restructuring expenses were recorded prior to January 1, 2019 in connection
with the sale.
Per Share Data
Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) less dividends on unvested restricted
shares of Common Stock (“Restricted Shares”) and dividends on preferred stock by the weighted-average number of shares of
Common Stock issued and outstanding during such period. Diluted income (loss) per share of Common Stock considers the effect
of potentially dilutive shares of Common Stock outstanding during the period.
Income Taxes
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of
the Internal Revenue Code commencing with the taxable year ended December 31, 2011. We believe we are organized and operating
in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2019. As a REIT, the General Partner
is generally not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at
least 90% of its annual taxable income (computed without regard to the deduction for dividends paid and excluding net capital
gains). However, the General Partner, its taxable REIT subsidiaries (“TRS”) entities, and the OP are still subject to certain state
and local income, franchise and property taxes in the various jurisdictions in which they operate. The General Partner may also
be subject to federal income taxes on certain income and excise taxes on its undistributed income.
The OP is classified as a partnership for U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for
U.S. federal income tax purposes. Instead, each partner in the OP is required to include its allocable share of the OP’s income,
gains, losses, deductions and credits for each taxable year. Under the LPA, the OP is to conduct business in such a manner as to
permit the General Partner at all times to qualify as a REIT.
A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. The Company’s use
of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to
retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The
Company conducted substantially all of the Cole Capital business activities through a TRS until it sold the Cole Capital business
on February 1, 2018.
During the year ended December 31, 2019, the Company conducted all of its business in the United States and Puerto Rico
and filed income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. With few
exceptions, the Company is no longer subject to routine examinations by taxing authorities for years before 2015. Certain of the
Company’s intercompany transactions that have been eliminated in consolidation for financial accounting purposes are also subject
to taxation.
The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax
provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the
effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting
F-28
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information
is obtained or the tax environment changes.
During the years ended December 31, 2019, 2018 and 2017, the Company recognized state and local income and franchise
tax expense of $4.3 million, $4.7 million and $6.9 million, respectively, which are included in provision for income taxes in the
accompanying consolidated statements of operations. In addition, the Company recorded a provision for federal income taxes of
$0.4 million for the year ended December 31, 2018 related to a TRS entity, which is also included in provision for income taxes
in the accompanying consolidated statements of operations. No provision for federal income taxes related to a TRS entity was
recorded for the years ended December 31, 2019 or 2017. The provision for or benefit from income taxes attributable to the Cole
Capital business, substantially all of which was conducted through a TRS entity, is included in discontinued operations for all
periods presented, as discussed in Note 14 — Discontinued Operations.
The Company had no unrecognized tax benefits as of or during the years ended December 31, 2019, 2018 and 2017. Any
interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying
consolidated statements of operations.
As of December 31, 2019, the OP and the General Partner had no material uncertain income tax positions.
Recent Accounting Pronouncements
Financial Instruments - Credit Losses
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) and subsequent amendments
to the initial guidance, intended to clarify and improve certain topics, under ASU 2018-19, ASU 2019-04, ASU 2019-05
and ASU 2019-11 (collectively Topic 326). Topic 326 is intended to improve financial reporting by requiring more timely
recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income
and requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an
allowance for credit losses that is deducted from the amortized cost basis. The amendments in Topic 326 require the Company to
measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts
that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current U.S. GAAP. The
effective date for Topic 326 is for fiscal years (including the interim periods therein) beginning after December 15, 2019. Topic
326 must be adopted by applying a cumulative effect adjustment to retained earnings as of the beginning of the first reporting
period in which the guidance is effective. The Company does not expect Topic 326 will have a material impact on its consolidated
financial statements upon adoption during the first quarter of 2020.
F-29
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 3– Real Estate Investments and Related Intangibles
Property Acquisitions
During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties
for an aggregate purchase price of $403.6 million (the “2019 Acquisitions”), which includes $2.3 million of external acquisition-
related expenses that were capitalized. Additionally, the Company placed in service one build-to-suit development project in which
the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were
capitalized and including the land parcel acquired during the year ended December 31, 2018.
During the year ended December 31, 2018, the Company acquired a controlling interest in 52 commercial properties for an
aggregate purchase price of $502.7 million (the “2018 Acquisitions”), which includes one land parcel for build-to-suit development,
$2.1 million related to an outstanding tenant improvement allowance and $2.6 million of external acquisition-related expenses
that were capitalized.
During the year ended December 31, 2017, the Company acquired a controlling interest in 88 commercial properties and three
land parcels for an aggregate purchase price of $748.8 million (the “2017 Acquisitions”), which includes $3.3 million of external
acquisition-related expenses that were capitalized and includes 22 properties acquired in a nonmonetary exchange discussed below.
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods
presented (in thousands):
Real estate investments, at cost:
Land
Buildings, fixtures and improvements
Total tangible assets
Acquired intangible assets:
In-place leases and other intangibles (1)
Above-market leases (2)
Assumed intangible liabilities:
Below-market leases (3)
Total purchase price of assets acquired
____________________________________
Year Ended December 31,
2019
2018
2017
$
$
83,476
268,470
351,946
$
86,285
350,942
437,227
51,627
—
62,791
2,750
110,634
523,445
634,079
105,940
10,445
—
403,573
$
(116)
502,652
$
(1,680)
748,784
$
(1) The weighted average amortization period for acquired in-place leases and other intangibles is 16.5 years, 16.3 years and 15.8 years for 2019 Acquisitions,
2018 Acquisitions and 2017 Acquisitions, respectively.
(2) The weighted average amortization period for acquired above-market leases is 10.8 years and 18.0 years for 2018 Acquisitions and 2017 Acquisitions,
respectively.
(3) The weighted average amortization period for assumed intangible lease liabilities is 9.9 years and 13.8 years for 2018 Acquisitions and 2017 Acquisitions,
respectively.
Property Dispositions and Real Estate Assets Held for Sale
During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of six consolidated
properties to two newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”)
and one property sold through a foreclosure as discussed in Note 6 – Debt, for an aggregate gross sales price of $1.2 billion, of
which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties.
The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company
recorded a gain of $293.9 million related to the dispositions, which is included in gain on disposition of real estate and real estate
assets held for sale, net in the accompanying consolidated statements of operations.
During the year ended December 31, 2018, the Company disposed of 149 properties, including one property conveyed to a
lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $526.4 million, of which our share was
$504.3 million after the profit participation payment related to the disposition of 34 Red Lobster properties. The dispositions
resulted in proceeds of $496.7 million after closing costs. The Company recorded a gain of $96.2 million related to the sales which
is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements
of operations.
F-30
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
During the year ended December 31, 2018, the Company also disposed of one property owned by an unconsolidated joint
venture for a gross sales price of $34.1 million, of which our share was $17.1 million based on our ownership interest in the joint
venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company recorded a
gain of $0.7 million related to the sale and liquidation of the joint venture, which is included in equity in income and gain on
disposition of unconsolidated entities in the accompanying consolidated statements of operations.
During the year ended December 31, 2017, the Company disposed of 137 properties, including one property owned by a
consolidated joint venture, six properties transferred to the lender in either a deed-in-lieu of foreclosure or foreclosure sale
transaction as discussed in Note 6 – Debt and 15 properties disposed of in connection with a nonmonetary exchange discussed
below, for an aggregate gross sales price of $594.9 million, of which our share was $574.4 million after the profit participation
payment related to the disposition of 31 Red Lobster properties and the consolidated joint venture partner’s share of the sales price.
The dispositions resulted in proceeds of $445.5 million after a mortgage loan assumption of $66.0 million and closing costs.
Additionally, the Company’s tax provision for the year ended December 31, 2017 included $1.7 million of Canadian tax gain on
the sale of certain Canadian properties. The Company recorded a gain of $64.7 million, which is included in gain on disposition
of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
As of December 31, 2019, there were five properties classified as held for sale with a carrying value of $27.0 million, included
in real estate assets held for sale, net, primarily comprised of land of $6.3 million and building, fixtures and improvements, net of
$19.8 million, in the accompanying consolidated balance sheets, which are expected to be sold in the next 12 months as part of
the Company’s portfolio management strategy. As of December 31, 2018, there were five properties classified as held for sale.
During the years ended December 31, 2019, 2018 and 2017, the Company recorded losses of $1.3 million, $1.9 million and $3.1
million respectively, related to held for sale properties.
Intangible Lease Assets and Liabilities
Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2019 and December 31,
2018 (amounts in thousands, except weighted-average useful life):
Intangible lease assets:
In-place leases and other intangibles, net of accumulated
amortization of $748,689 and $703,909, respectively
Leasing commissions, net of accumulated amortization of $6,027
and $4,048, respectively
Above-market lease assets and deferred lease incentives, net of
accumulated amortization of $112,438 and $105,936, respectively
Total intangible lease assets, net
Intangible lease liabilities:
Below-market leases, net of accumulated amortization of $99,315
and $89,905, respectively
Weighted-Average
Useful Life
December 31, 2019
December 31, 2018
15.9
10.1
16.3
19.1
$
$
$
854,196
$
980,971
17,808
15,660
165,483
1,037,487
$
201,875
1,198,506
143,583
$
173,479
The aggregate amount of amortization of above and below-market leases and deferred lease incentives included as a net
decrease to rental revenue was $2.5 million, $4.2 million and $5.4 million for the years ended December 31, 2019, 2018 and 2017,
respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in
depreciation and amortization expense was $127.5 million, $139.6 million and $154.2 million for the years ended December 31,
2019, 2018 and 2017, respectively.
F-31
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible
lease assets and liabilities for the next five years as of December 31, 2019 (amounts in thousands):
In-place leases and other intangibles:
Total projected to be included in amortization expense
$ 116,812
$ 108,990
$
95,237
$
84,843
$
74,347
2020
2021
2022
2023
2024
Leasing commissions:
Total projected to be included in amortization expense
2,361
2,203
2,102
1,827
1,612
Above-market lease assets and deferred lease incentives:
Total projected to be deducted from rental revenue
19,301
18,876
18,064
17,120
15,749
Below-market lease liabilities:
Total projected to be included in rental revenue
16,840
15,189
13,497
12,774
10,927
Nonmonetary Exchange
During the year ended December 31, 2017, the Company completed a nonmonetary exchange through the simultaneous
acquisition of 22 Bob Evans properties and disposition of 15 Red Lobster properties. Pursuant to Nonmonetary Transactions, ASC
(Topic 845), the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset
surrendered to obtain the acquired nonmonetary asset, and a gain or loss should be recognized on the exchange. The fair value of
the asset received should be used to measure the cost if the fair value of the asset received is more reliable than the fair value of
the asset surrendered. The Company estimated the fair value of the Bob Evans and Red Lobster properties using valuation techniques
consistent with the income approach and concluded that the fair value was $50.1 million. As the fair value of the assets received
exceeded the book value of the assets surrendered, the Company recorded a gain of $7.4 million, which is included in gain on
disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
Consolidated Joint Ventures
The Company had an interest in one consolidated joint venture that owned one property as of December 31, 2019 and
December 31, 2018. As of each of December 31, 2019 and December 31, 2018, the consolidated joint venture had total assets of
$32.5 million, of which $29.6 million and $29.9 million, respectively, were real estate investments, net of accumulated depreciation
and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the
Company and had a balance of $14.3 million and $14.0 million as of December 31, 2019 and December 31, 2018, respectively.
The Company has the ability to control operating and financing policies of the consolidated joint venture. There are restrictions
on the use of these assets as the Company would generally be required to obtain the approval of the joint venture partner in
accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to
the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund
certain cash shortfalls.
Unconsolidated Joint Ventures
The Company’s investment in unconsolidated joint ventures consisted of interests in the Industrial Partnership and one
unconsolidated joint venture as of December 31, 2019 and an interest in one unconsolidated joint venture as of December 31,
2018.
During the year ended December 31, 2018, the Company disposed of one property owned by an unconsolidated joint venture
as previously discussed in the “Property Dispositions and Real Estate Assets Held for Sale” section herein.
The unconsolidated joint ventures had total aggregate debt outstanding of $269.3 million as of December 31, 2019, which is
non-recourse to the Company, as discussed in Note 6 – Debt. There was no debt outstanding related to the unconsolidated joint
ventures as of December 31, 2018.
The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint
venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls,
including the Company’s share of expansion project capital expenditures. The following is a summary of the Company’s investments
in unconsolidated joint ventures as of December 31, 2019, December 31, 2018 and for the years ended December 31, 2019, 2018
and 2017 (dollar amounts in thousands):
F-32
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Carrying Amount of
Investment (1)
Equity in Income (2)
Year Ended
Investment
Faison JV Bethlehem GA
Industrial Partnership
____________________________________
Ownership
% (3)
90%
Number of
Properties
1
December 31,
2019
40,416
$
December 31,
2018
35,289
$
$
20%
6
$
28,409
$
— $
December 31,
2019
December 31,
2018
December 31,
2017
2,364
254
$
$
1,219
$
3,068
— $
—
(1) The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of December 31, 2019 and December 31,
2018. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with mergers.
The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy.
(2) During the years ended December 31, 2018 and December 31, 2017, the Company recognized $0.7 million and $0.2 million, respectively, of equity in income
and gain on disposition of unconsolidated entities from the unconsolidated joint venture which disposed of its property during the year ended December 31,
2018.
(3) The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the
listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances,
allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership
interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests.
Note 4 –Rent and Tenant Receivables and Other Assets, Net
Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2019 and December 31, 2018
(in thousands):
Straight-line rent receivable, net (1)
Accounts receivable, net (1)
Deferred costs, net (2)
Investment in direct financing leases, net
Investment in Cole REITs (3)
Prepaid expenses
Leasehold improvements, property and equipment, net (4)
Other assets, net
Total
___________________________________
December 31, 2019
266,195
$
41,556
7,208
9,341
7,552
3,453
4,809
8,281
348,395
$
December 31, 2018
259,106
$
36,939
17,515
13,254
7,844
5,022
9,754
16,658
366,092
$
(1) As of December 31, 2018, allowance for uncollectible accounts included in straight-line rent receivable, net and accounts receivable, net was $1.0 million
and $5.3 million, respectively. Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an
adjustment to rental revenue and does not record an allowance for uncollectible accounts. Any recoveries for those receivables reserved prior to adoption of
ASC 842 will be recorded as an adjustment to rental revenue.
(2) Amortization expense for deferred costs related to the revolving credit facilities totaled $2.1 million, $7.3 million and $10.4 million for the years ended
December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of $1.8 million for the year ended December 31, 2019. There were no related write-
offs for the years ended December 31, 2018 or 2017. Accumulated amortization for deferred costs related to the revolving credit facilities was $49.8 million
and $47.6 million as of December 31, 2019 and December 31, 2018, respectively.
(3) On February 1, 2018, the Company completed the sale of Cole Capital (as described in Note 14 — Discontinued Operations), retaining interests in CCIT II,
CCIT III and CCPT V.
(4) Amortization expense for leasehold improvements totaled $0.7 million for the year ended December 31, 2019 with no related write-offs and $1.2 million
for each of the years ended December 31, 2018 and 2017, with no related write-offs. Accumulated amortization was $2.8 million and $5.9 million as of
December 31, 2019 and December 31, 2018, respectively. Depreciation expense for property and equipment totaled $1.3 million, $2.3 million and $1.8
million for the years ended December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of less than $0.1 million, $0.8 million and $0.6 million
for the years ended December 31, 2019, 2018 and 2017, respectively. Accumulated depreciation was $5.4 million and $7.0 million as of December 31, 2019
and December 31, 2018, respectively. The Company disposed of $4.3 million, net, of leasehold improvements, property and equipment, which is included
in restructuring expenses in the accompanying consolidated statements of operations for the year ended December 31, 2019.
F-33
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 5 – Fair Value Measures
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such
as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the
investment. U.S. GAAP guidance defines three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access
at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be
corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 – Unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use
in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation
techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors
specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different
levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based
on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy
disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from
quarter to quarter. Changes in the type of inputs may result in a reclassification for certain assets. The Company does not expect
that changes in classifications between levels will be frequent.
Items Measured at Fair Value on a Recurring Basis
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis
as of December 31, 2019 and December 31, 2018, aggregated by the level in the fair value hierarchy within which those instruments
fall (in thousands):
Assets:
Derivative assets
Investment in Cole REITs
Total assets
Liabilities:
Derivative liabilities
Assets:
Derivative assets
Investment in Cole REITs
Total assets
Level 1
Level 2
Level 3
Balance as of
December 31, 2019
— $
—
— $
250
—
250
$
$
— $
7,552
7,552
$
250
7,552
7,802
— $
(28,081) $
— $
(28,081)
Level 1
Level 2
Level 3
Balance as of
December 31, 2018
— $
—
— $
544
—
544
$
$
— $
7,844
7,844
$
544
7,844
8,388
$
$
$
$
$
Derivative Assets and Liabilities – The Company’s derivative financial instruments relate to interest rate swaps. The valuation
of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This
analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based
inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the
fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
F-34
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair
value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of
current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31,
2019 and December 31, 2018, the Company assessed the significance of the impact of the credit valuation adjustments on the
overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall
valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are
classified in Level 2 of the fair value hierarchy.
Investment in Cole REITs – The fair values of CCIT II, CCIT III and CCPT V were estimated using the net asset value per
share. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the
respective Cole REIT.
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the
year ended December 31, 2019 (in thousands):
Beginning balance, January 1, 2019
Unrealized loss included in other income, net
Ending Balance, December 31, 2019
Investment in Cole
REITs
$
$
7,844
(292)
7,552
The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the
year ended December 31, 2018 (in thousands):
Beginning balance, January 1, 2018
Total gains and losses
Unrealized loss included in other comprehensive income, net
Realized loss included in other income, net
Unrealized gain included in other income, net
Purchases, issuance, settlements
Return of principal received
Amortization included in net income, net
Sale of investments
Ending Balance, December 31, 2018
Items Measured at Fair Value on a Non-Recurring Basis
Commercial
Mortgage-Backed
Securities
Investment in Cole
REITs
$
40,974
$
3,264
(205)
(34)
—
(4,864)
157
(36,028)
$
— $
—
—
5,102
—
—
(522)
7,844
Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to
fair value adjustments in certain circumstances, such as when there is evidence of impairment.
Real Estate Investments – The Company performs quarterly impairment review procedures, primarily through continuous
monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be
recoverable.
As part of the Company’s quarterly impairment review procedures, net real estate assets representing 77 properties were
deemed to be impaired resulting in impairment charges of $47.1 million during the year ended December 31, 2019. The impairment
charges relate to certain office, retail and restaurant properties that, during 2019, management identified for potential sale or
determined, based on discussions with the current tenants, would not be re-leased by the tenant and the Company believes the
property will not be leased to another tenant at a rental rate that supports the current book value.
During the years ended December 31, 2018 and 2017 net real estate assets related to 70 and 69 properties, respectively, were
deemed to be impaired resulting in impairment charges of $54.6 million and $50.5 million for the years ended December 31, 2018
and 2017, respectively.
F-35
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The Company estimates fair values using Level 3 inputs and uses a combined income and market approach, specifically using
discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment
requires the Company’s management to exercise significant judgment and make certain key assumptions, including, but not limited
to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating
expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant
improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and
sustainability of the Company’s tenants. For the Company’s impairment tests for the real estate assets during the year ended
December 31, 2019, the Company used a range of discount rates from 7.9% to 8.7% with a weighted-average rate of 8.5% and
capitalization rates from 7.4% to 8.2% with a weighted-average rate of 8.0%.
Fair Value of Financial Instruments
The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash and accounts payable
approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature and are classified
as Level 1 under the fair value hierarchy. The fair values of the Company’s financial instruments are reported below (dollar amounts
in thousands):
Level
Carrying Amount at
December 31, 2019
Fair Value at
December 31, 2019
Carrying Amount at
December 31, 2018
Fair Value at
December 31, 2018
Liabilities (1):
Mortgage notes payable and other
debt, net
Corporate bonds, net
Convertible debt, net
Credit facility
Total liabilities
2
2
2
2
$
$
1,535,918
2,839,581
319,947
1,050,000
5,745,446
$
$
1,590,915
3,022,087
327,237
1,050,000
5,990,239
$
$
1,933,209
3,395,885
398,591
403,000
6,130,685
$
$
1,961,496
3,368,928
396,905
403,000
6,130,329
_______________________________________________
(1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs.
Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s
estimates of observable market interest rates. Corporate bonds and convertible debt are valued using quoted market prices in active
markets with limited trading volume when available.
F-36
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 6 – Debt
As of December 31, 2019, the Company had $5.7 billion of debt outstanding, including net premiums and net deferred financing
costs, with a weighted-average years to maturity of 4.8 years and a weighted-average interest rate of 4.30%. The following table
summarizes the carrying value of debt as of December 31, 2019 and December 31, 2018, and the debt activity for the year ended
December 31, 2019 (in thousands):
Year Ended December 31, 2019
Balance as of
December 31, 2018
Debt Issuances
Repayments,
Extinguishment
and Assumptions
Accretion and
Amortization
Balance as of
December 31, 2019
Mortgage notes payable:
Outstanding balance
Net premiums (1)
Deferred costs
Mortgages notes payable, net
$
$
1,917,132
16,077
(10,552)
1,922,657
$
705
—
(96)
609
(388,780) $
(1,503)
615
(389,668)
— $
(7,713)
2,249
(5,464)
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
3,400,000
(4,115)
(27,276)
3,368,609
600,000
(6,948)
(5,011)
588,041
(1,150,000)
—
2,144
(1,147,856)
402,500
(3,909)
(3,708)
394,883
403,000
(1,227)
401,773
—
—
—
—
(80,698)
391
372
(79,935)
1,386,000
(4,279)
1,381,721
(739,000)
—
(739,000)
—
644
4,301
4,945
—
1,663
1,572
3,235
—
1,175
1,175
1,529,057
6,861
(7,784)
1,528,134
2,850,000
(10,419)
(25,842)
2,813,739
321,802
(1,855)
(1,764)
318,183
1,050,000
(4,331)
1,045,669
Total debt
$
6,087,922
$
1,970,371
$
(2,356,459) $
3,891
$
5,705,725
____________________________________
(1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes in relation to the various mergers and
acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgage notes
using the effective-interest method.
(2) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance
dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the
effective-interest method.
(3) Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below.
F-37
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Mortgage Notes Payable
The Company’s mortgage notes payable consisted of the following as of December 31, 2019 (dollar amounts in thousands):
Encumbered
Properties
Gross Carrying
Value of
Collateralized
Properties (1)
Outstanding
Balance
Weighted-Average
Interest Rate (2)
Fixed-rate debt
Variable-rate debt
Total (5)
354
1
355
$
$
2,978,246
34,320
3,012,566
$
$
1,514,666
14,391
1,529,057
(4)
5.05%
4.99%
5.05%
____________________________________
Weighted-Average
Years to Maturity (3)
2.8
0.6
2.8
(1) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities.
(2) Weighted average interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated
repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date.
(3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable.
(4) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2019.
(5) The table above does not include mortgage notes associated with unconsolidated joint ventures of $269.3 million, which are non-recourse to the Company.
The mortgage notes have a weighted-average fixed interest rate of 3.57% and mature on June 6, 2024.
The Company’s mortgage loan agreements generally restrict corporate guarantees and require the maintenance of financial
covenants, including maintenance of certain financial ratios (such as debt service coverage ratios and minimum net operating
income). The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would
drive liquidity below the applicable thresholds. At December 31, 2019, the Company believes that it was in compliance with the
financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends.
On June 6, 2019, the Company received a notice of default from the lender of a non-recourse loan secured by one property,
which had an outstanding balance of $19.5 million on the notice date, due to intentional non-payment of amounts due in accordance
with the loan documents. On July 2, 2019, a foreclosure sale occurred to settle the mortgage note obligation.
On April 12, 2018, the Company entered into a deed-in-lieu of foreclosure agreement with the lender of a mortgage loan,
secured by one property, with an outstanding balance of $16.2 million at the time of default and conveyed all interest in the property
to satisfy the mortgage loan.
The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to
December 31, 2019 (in thousands):
2020
2021
2022
2023
2024
Thereafter
Total
Total
188,385
299,015
289,451
124,217
621,021
6,968
1,529,057
$
$
F-38
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Corporate Bonds
As of December 31, 2019, the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”)
outstanding comprised of the following (dollar amounts in thousands):
2024 Senior Notes
2025 Senior Notes
2026 Senior Notes
2027 Senior Notes
2029 Senior Notes
Total balance and weighted-average interest rate
Outstanding Balance
December 31, 2019
Interest Rate
Maturity Date
$
$
500,000
550,000
600,000
600,000
600,000
4.600% February 6, 2024
4.625% November 1, 2025
4.875%
3.950% August 15, 2027
June 1, 2026
3.100% December 15, 2029
2,850,000
4.210%
On February 6, 2019, $750.0 million of senior notes (the “2019 Senior Notes”) matured and the principal plus accrued and
unpaid interest thereon, were repaid, utilizing borrowings under the Credit Facility Term Loan.
On December 4, 2019, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount
of the Operating Partnership’s 3.10% Senior Notes due 2029 (the “2029 Senior Notes”).
On December 20, 2019, $400.0 million of the 4.125% senior notes due 2021 (the “2021 Senior Notes”) were redeemed, and
the principal plus accrued and unpaid interest thereon was repaid.
The Senior Notes are guaranteed by the General Partner. The OP may redeem all or a part of any series of the Senior Notes
at any time, at its option, for the redemption prices set forth in the indenture governing the Senior Notes. If the redemption date
is 60 or fewer days prior to the maturity date with respect to the 2025 Senior Notes or is 90 or fewer days prior to the maturity
date with respect to the 2024 Senior Notes, the 2026 Senior Notes, the 2027 Senior Notes and the 2029 Senior Notes, the redemption
price will equal 100% of the principal amount of the Senior Notes of the applicable series to be redeemed, plus accrued and unpaid
interest on the amount being redeemed to, but excluding, the applicable redemption date. The Senior Notes are registered under
the Securities Act of 1933, as amended (the “Securities Act”) and are freely transferable.
The indenture governing our Senior Notes requires us to maintain financial ratios which include maintaining (i) a maximum
limitation on incurrence of total debt less than or equal to 65% of Total Assets (as defined in the indenture), (ii) maximum limitation
on incurrence of secured debt less than or equal to 40% of Total Assets (as defined in the indenture), (iii) a minimum debt service
coverage ratio of at least 1.5x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount
of all of the outstanding Unsecured Debt (as defined in the indenture). As of December 31, 2019, the Company believes that it
was in compliance with the financial covenants of our Senior Notes based on the covenant limits and calculations in place at that
time.
Convertible Debt
During the year ended December 31, 2019, the Company repurchased $80.7 million of the 3.75% convertible senior notes
due 2020 (the “2020 Convertible Notes”) and paid accrued and unpaid interest thereon.
As of December 31, 2019, the Company’s 2020 Convertible Notes had a balance of $321.8 million outstanding, which excludes
the carrying value of the conversion options recorded within additional paid-in capital of $12.3 million and the unamortized
discount of $1.9 million. The discount will be amortized over the remaining term of 1.0 year. The 2020 Convertible Notes bear
interest at an annual rate of 3.75%.
The 2020 Convertible Notes may be converted into cash, shares of the Company’s Common Stock or a combination thereof,
in limited circumstances prior to June 15, 2020, and may be converted into such consideration at any time on or after June 15,
2020. As of December 31, 2019, the conversion rate was 66.7249 shares of the Company’s Common Stock per $1,000 principal
amount of 2020 Convertible Notes, which reflects adjustments to the initial conversion rate pursuant to the terms of the applicable
indenture as a result of cash dividend payments. There were no changes to the terms of the 2020 Convertible Notes during the
year ended December 31, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the
indenture governing the 2020 Convertible Notes as of December 31, 2019.
F-39
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Credit Facility
On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo
Bank, National Association as administrative agent and other lenders party thereto (the “Credit Agreement”). The Credit Agreement
provided for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion unsecured revolving credit facility (the
“Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,” together with
the Revolving Credit Facility, the “Credit Facility”). Effective December 27, 2019, the Company reduced its Revolving Credit
Facility from $2.0 billion to $1.5 billion.
As of December 31, 2019, $150.0 million was outstanding under the Revolving Credit Facility and the full $900.0 million
was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding
at any one time under the Credit Facility is $50.0 million. As of December 31, 2019, letters of credit outstanding were $3.9 million.
Subsequent to December 31, 2019, all letters of credit outstanding were terminated.
As discussed in Note 7 – Derivatives and Hedging Activities, on January 24, 2019, the Company entered into interest rate
swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31,
2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019,
the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning
on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
The Revolving Credit Facility generally bears interest at an annual rate of London Interbank Offered Rate (“LIBOR”) plus
0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (based upon the General Partner’s then current credit rating). “Base Rate” is
defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR plus 1.0%,
determined on a daily basis. The Credit Facility Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to
1.75%, or Base Rate plus 0.00% to 0.75% (based upon the General Partner’s then current credit rating). In addition, the Credit
Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may
request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ
from the foregoing interest rates.
In the event of default, at the election of a majority of the lenders (or automatically upon a bankruptcy event of default with
respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility will terminate, and payment
of any unpaid amounts in respect of the Credit Facility will be accelerated. The Revolving Credit Facility terminates on May 23,
2022, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for two six-month
extension options with respect to the Revolving Credit Facility, exercisable at the OP’s election and subject to certain customary
conditions, as well as certain customary “amend and extend” provisions. The outstanding Credit Facility Term Loan matures on
May 23, 2023. At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under
the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction,
as described above). The OP incurs a facility fee equal to 0.10% to 0.30% per annum (based upon the General Partner’s then
current credit rating) multiplied by the commitments (whether or not utilized) in respect of the Revolving Credit Facility. The OP
also incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees.
The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of financial covenants, including
the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). The key financial
covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement, include maintaining (i) a maximum
leverage ratio less than or equal to 60%, (ii) a minimum fixed charge coverage ratio of at least 1.5x, (iii) a secured leverage ratio
less than or equal to 45%, (iv) a total unencumbered asset value ratio less than or equal to 60% and (v) a minimum unencumbered
interest coverage ratio of at least 1.75x. The Company believes that it was in compliance with the financial covenants pursuant to
the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of December 31,
2019.
Note 7 – Derivatives and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
During the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0
million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, which were designated as cash flow
hedges. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the
$900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the
swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%.
F-40
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total
notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related
cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability
in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related
to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt
between May 1, 2020 and December 31, 2021.
The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as
well as their classification in the consolidated balance sheets as of December 31, 2019 (in thousands). There were no financial
instruments designated as cash flow hedges as of December 31, 2018.
Derivatives Designated as Hedging
Instruments
Interest rate swaps
Interest rate swaps
Deferred rent, derivative and other liabilities
Rent and tenant receivables and other assets, net
$
$
250
(28,081)
Balance Sheet Location
December 31, 2019
During the years ended December 31, 2019 and 2017, the Company recorded unrealized losses of $29.9 million and less than
$0.1 million, respectively, for changes in the fair value of the cash flow hedges in accumulated other comprehensive income. There
were no similar amounts recorded during the year ended December 31, 2018.
The Company reclassified previous losses of $2.5 million, $0.3 million and $0.2 million for the years ended December 31,
2019, 2018 and 2017, respectively, from accumulated other comprehensive income into interest expense as a result of the hedged
transactions impacting earnings. During the year ended December 31, 2017, the Company also reclassified losses of $0.8 million
from accumulated other comprehensive income into interest expense associated with settled interest rate derivatives and reclassified
a gain of $1.1 million from accumulated other comprehensive income into interest expense in connection with the early termination
of its interest rate swaps related to early repayment of mortgage loans and borrowings under the Credit Facility Term Loan.
During the next twelve months, the Company estimates that an additional $8.3 million will be reclassified from other
comprehensive income as an increase to interest expense.
Derivatives Not Designated as Hedging Instruments
As of December 31, 2019, the Company had no interest rate swaps that were not designated as qualifying hedging relationships.
As of December 31, 2018, the Company had one interest rate swap that was not designated as a qualifying hedging relationship,
with a notional amount of $50.7 million.
The table below presents the fair value of the Company’s derivative financial instruments not designated as a hedge as well
as their classification in the consolidated balance sheets as of December 31, 2018 (in thousands):
Derivatives Not Designated as
Hedging Instruments
Balance Sheet Location
Interest rate swaps
Rent and tenant receivables and other assets, net
December 31, 2018
$
544
A loss of $0.1 million for the year ended December 31, 2019 and gains of $0.4 million and $3.0 million for the years ended
December 31, 2018 and 2017, respectively, related to the change in the fair value of derivatives not designated as hedging instruments
were recorded in other income, net in the accompanying consolidated statements of operations.
F-41
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Tabular Disclosure of Offsetting Derivatives
The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as
of December 31, 2019 and December 31, 2018 (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
December 31, 2019
December 31, 2018
$
$
250
544
Gross
Amounts of
Recognized
Liabilities
$ (28,081) $
— $
$
Gross Amounts
Offset in the
Consolidated
Balance Sheets
Net Amounts of
Assets Presented
in the
Consolidated
Balance Sheets
250
544
Net Amounts of
Liabilities
Presented in the
Consolidated
Balance Sheets
$
$
(28,081) $
— $
— $
— $
Financial
Instruments
Cash
Collateral
Received
Net
Amount
— $ — $(27,831)
544
— $ — $
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, 2019, the Company has not posted any collateral related to these agreements and was not in breach of
any provisions in these agreements. If the Company had breached any of these agreements, it could have been required to settle
its obligations under the agreements at their aggregate termination value of $28.2 million at December 31, 2019.
Note 8 – Supplemental Cash Flow Disclosures
Supplemental cash flow information was as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands):
Year Ended December 31,
2019
2018
2017
Supplemental disclosures:
Cash paid for interest
Cash paid for income taxes
Cash received from federal income tax refund
Non-cash investing and financing activities:
Accrued capital expenditures, tenant improvements and real estate
developments
Accrued deferred financing costs
Real estate contributions to Industrial Partnership
Distributions declared and unpaid
Distributions payable relinquished
Mortgage note payable relieved by foreclosure or a deed-in-lieu of
foreclosure
Mortgage notes payable assumed in real estate disposition
Real estate investments received from a ground lease expiration and other
lease related transactions
Real estate investments received from a property-related legal settlement
Establishment of right-of-use assets and lease liabilities
Nonmonetary exchanges:
Exchange of real estate investments
Real estate investments relinquished and gain on disposition
Rent and tenant receivables, intangible lease liability and other assets, net
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
F-42
281,490
5,019
$
$
— $
267,400
5,589
2,939
$
$
$
$
$
12,648
67
— $
148,383
$
— $
260,951
11,280
16,686
6,578
—
—
149,768
—
13,412
1,100
29,577
150,365
12,522
19,525
$
$
$
$
$
$
16,200
$
100,388
— $
— $
66,000
3,800
$
1,386
$
— $
$
236,286
8,900
$
— $
— $
— $
— $
— $
— $
— $
259
775
—
50,204
(47,474)
(2,511)
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 9 – Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31, 2019 and December 31, 2018 (in
thousands):
Accrued interest
Accrued legal fees and litigation settlements
Accrued real estate and other taxes
Accounts payable
Accrued other
Total
Note 10 – Commitments and Contingencies
Litigation
December 31, 2019
31,925
$
25,571
25,320
1,779
41,725
126,320
$
December 31, 2018
43,916
$
32,715
25,208
2,673
41,099
145,611
$
The Company is involved in various routine legal proceedings and claims incidental to the ordinary course of its business.
There are no material legal proceedings pending against the Company, except as follows:
Government Investigations and Litigation Relating to the Audit Committee Investigation
As previously reported, on October 29, 2014, the Company filed a Current Report on Form 8-K (the “October 29 8-K”)
reporting the Audit Committee’s conclusion, based on the preliminary findings of its investigation, that certain previously issued
consolidated financial statements of the Company, including those included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014,
and related financial information should no longer be relied upon. The Company also reported that the Audit Committee had based
its conclusion on the preliminary findings of its investigation into concerns regarding accounting practices and other matters that
were first reported to the Audit Committee in early September 2014 and that the Audit Committee believed that an error in the
calculation of adjusted funds from operations for the first quarter of 2014 had been identified but intentionally not corrected when
the Company reported its financial results for the three and six months ended June 30, 2014. Prior to the filing of the October 29
8-K, the Audit Committee previewed for the SEC the information contained in the filing. Subsequent to that filing, the SEC provided
notice that it had commenced a formal investigation and issued subpoenas calling for the production of various documents. In
addition, the United States Attorney’s Office for the Southern District of New York contacted counsel for the Audit Committee
and counsel for the Company with respect to this matter, and the Secretary of the Commonwealth of Massachusetts issued a
subpoena calling for the production of various documents. The Company has been cooperating with these regulators in their
investigations.
In connection with these investigations, on September 8, 2016, the United States Attorney’s Office for the Southern District
of New York announced the filing of criminal charges against the Company’s former Chief Financial Officer (the “Former CFO”)
and former Chief Accounting Officer (the “Criminal Action”), as well as the fact that the former Chief Accounting Officer pleaded
guilty to the charges filed. Also on September 8, 2016, the SEC announced the filing of a civil complaint against the same two
individuals in the United States District Court for the Southern District of New York. On June 30, 2017, following a jury trial, the
Former CFO was convicted of the charges filed. Both the former Chief Accounting Officer and the Former CFO have entered into
settlement agreements with the SEC resolving the charges brought against them.
The United States Attorney’s Office has indicated that it does not intend to bring criminal charges against the Company arising
from its investigation. In addition, the Company has not been in contact with the Massachusetts regulator since June 2015 and
believes the investigation is concluded. On November 18, 2019, the Company announced it had reached agreement with the staff
of the Enforcement Division of the SEC on the material terms of a negotiated resolution relating to the SEC's investigation of the
matters disclosed in the Company's October 29 8-K. The agreement with the SEC staff, which is subject to documentation and
approval by the SEC's Commissioners, includes payment of $8.0 million as a civil penalty.
As discussed below, the Company and certain of its former officers and directors were named as defendants in a number of
lawsuits filed following the October 29 8-K, including class actions, individual actions and derivative 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-43
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Between October 30, 2014 and January 20, 2015, the Company and certain of its former officers and directors, among other
individuals and entities, were named as defendants in 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 “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 and
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated
thereunder. On September 30, 2016, plaintiffs filed a third amended complaint to reflect certain prior rulings by the court in
connection with various motions to dismiss. On August 31, 2017, the court issued an order granting plaintiffs’ motion for class
certification. Defendants’ petitions seeking leave to appeal the court’s order granting class certification were denied on January
24, 2018. On September 8, 2019, the Company, along with the other parties to the Class Action, signed a Memorandum of
Understanding (“MOU”) providing for the settlement of the Class Action, and on September 30, 2019, the parties entered into a
Stipulation of Settlement (the “Class Action Settlement”) consistent with the terms of the MOU. Pursuant to the Class Action
Settlement, certain defendants agreed to pay in the aggregate $1.025 billion, comprised of contributions from the principals of the
Company's former external manager, ARC Properties Advisors, LLC, (the “Former Manager”) totaling $225.0 million, $12.5
million from the Company’s Former CFO, $49.0 million from the Company’s former auditor, and the balance of $738.5 million
from the Company, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of
operations for the year ended December 31, 2019. The contribution from the Company’s Former Manager is inclusive of the value
of substantially all of the Limited Partner OP Units and dividends surrendered to the Company in July 2019 as a result of a settlement
by the Former Manager and certain of its principals with the SEC, totaling approximately $32.0 million, which is included in
litigation and non-routine costs, net in the accompanying consolidated statements of operations for the year ended December 31,
2019. The Class Action Settlement does not contain any admission of liability, wrongdoing or responsibility by any of the parties.
The Class Action Settlement was approved by the court on January 21, 2020, and a final judgment dismissing the Class Action
was entered on January 22, 2020.
The Company, certain of its former officers and directors, and the OP, among others, were also named as defendants in thirteen
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 (the “Jet Capital Action”); Twin Securities, Inc. v.
American Realty Capital Properties, Inc., et al., No. 15-cv-1291; HG Vora Special Opportunities Master Fund, Ltd v. American
Realty Capital Properties, Inc., et al., No. 15-cv-4107; BlackRock ACS US Equity Tracker Fund, et al. v. American Realty Capital
Properties, Inc. et al., No. 15-cv-08464; PIMCO Funds: PIMCO Diversified Income Fund, et al. v. American Realty Capital
Properties, Inc. et al., No. 15-cv-08466; Clearline Capital Partners LP, et al. v. American Realty Capital Properties, Inc. et al., No.
15-cv-08467; Pentwater Equity Opportunities Master Fund Ltd., et al. v. American Realty Capital Properties, Inc. et al., No. 15-
cv-08510; Archer Capital Master Fund, et al. v. American Realty Capital Properties, Inc. et al, No. 16-cv-05471; Atlas Master
Fund et al. v. American Realty Capital Properties, Inc. et al., No. 16-cv-05475; Eton Park Fund, L.P. v. American Realty Capital
Properties, Inc., et al., No. 16-cv-09393; Reliance Standard Life Insurance Company, et al, v. American Realty Capital Properties,
Inc. et al, No. 17-cv-02796; Fir Tree Capital Opportunity Master Fund, L.P. et al. v. American Realty Capital Properties, Inc. et
al., No. 17-cv-04975; and Cohen & Steers Institutional Realty Shares, Inc. et al v. American Realty Capital Properties, Inc. et al.,
No. 18-cv-06770, (collectively, the “Opt-Out Actions”). The Opt-Out Actions asserted claims arising out of allegedly false and
misleading statements in connection with the purchase or sale of the Company’s securities. The Company entered into a series of
agreements dated September 30 through October 26, 2018, to settle all of the Opt-Out Actions other than the Jet Capital Action
(the “Opt-Out Settlement Agreements”), which were brought by plaintiffs holding shares of common stock and swaps referencing
common stock representing approximately 18.0% of VEREIT’s outstanding shares of common stock held at the end of the period
covered by the litigations, for an aggregate payment of $127.5 million. The Opt-Out Settlement Agreements contain mutual releases
by both plaintiffs and the Company and do not contain any admission of liability, wrongdoing or responsibility by any of the
parties.
On October 27, 2015, the Company and certain of its former officers, among others, were also named as defendants in an
individual securities fraud action filed in the United States District Court for the District of Arizona, captioned Vanguard Specialized
Funds, et al. v. VEREIT, Inc. et al., No. 15-cv-02157 (the “Vanguard Action”). The Vanguard Action asserted claims arising out
of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. On June 7, 2018,
the Company entered into a Settlement Agreement and Release (the “Vanguard Settlement Agreement”) to settle the Vanguard
Action for a payment of $90.0 million. The Vanguard Settlement Agreement contains mutual releases by Plaintiffs and the Company,
and does not contain any admission of liability, wrongdoing or responsibility by any of the parties. Vanguard’s holdings accounted
for approximately 13.0% of the Company’s outstanding shares of common stock held at the end of the period covered by the
various pending shareholder actions.
F-44
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
In addition to the settlement of the Opt-Out Actions and the Vanguard Action discussed above, between February 5, 2019 and
April 5, 2019, the Company entered into a series of agreements to settle claims with shareholders who decided not to participate
as class members in the Class Action. Pursuant to the terms of these settlement agreements, the shareholders released all claims
that were the subject matter of the Class Action and the Company made payments totaling $27.9 million.
On June 24, 2019, the Company and certain of its former officers were named as defendants in an individual action filed in
the Supreme Court of the State of New York captioned Lakewood Capital Partners, L.P. v. American Realty Capital Properties,
Inc., et al., Index No. 653676/2019 (the “Lakewood Action”), alleging claims of common law fraud arising out of allegedly false
and misleading statements similar to those that were the subject of the Class Action.
On September 6 and September 9, 2019, the Company entered into settlement agreements and releases similar to the Opt-Out
Settlement Agreements to settle the only two remaining opt-out actions - the Jet Capital Action and the Lakewood Action - for a
total of $27.0 million, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of
operations for the year ended December 31, 2019.
The Company was also named as a nominal defendant, and certain of its former officers and directors were named as defendants,
in shareholder derivative actions filed in the United States District Court for the Southern District of New York: Witchko v. Schorsch,
et al., No. 15-cv-06043 (the “Witchko Action”); and Serafin, et al. v. Schorsch, et al., No. 15-cv-08563 (the “Serafin Action”). The
court consolidated the Witchko Action and the Serafin Action (together the “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
sought money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty, among other claims. In
conjunction with entering into the Class Action Settlement, the Company entered into an agreement to resolve the claims asserted
in the SDNY Derivative Action, as well as the claims asserted in the Frampton Action, the Kosky Action, and the Meloche Action
(each as defined below) (the “Derivative Settlement”). On January 21, 2020, the court granted final approval of the settlement,
and a final judgment dismissing the SDNY Derivative Action was entered on January 22, 2020.
On December 3, 2015, the Company was named as a nominal defendant and certain of its former officers and directors were
named as defendants in a shareholder derivative action filed in the Circuit Court for Baltimore City in Maryland, Frampton v.
Schorsch, et al., No. 24-C-15-006269 (the “Frampton Action”). The Frampton Action sought money damages and other relief on
behalf of the Company for, among other things, alleged breaches of fiduciary duty and contribution and indemnification. By order
dated November 4, 2016, the Frampton Action was stayed pending resolution of the SDNY Derivative Action. On January 31,
2020, the plaintiff in the Frampton Action filed a notice dismissing the Frampton Action with prejudice.
On June 10, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among
others, were named as defendants, in a shareholder derivative action filed in the Supreme Court of the State of New York, Kosky
v. Schorsch, et al., No. 653093/2016 (the “Kosky Action”). The Kosky Action sought 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 Class Action. In light of the release of claims
in the Derivative Settlement, the Company expects that the parties in the Kosky Action will jointly seek to dismiss the Kosky
Action with prejudice.
On October 6, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among
others, were named as defendants, in a shareholder derivative action filed in the United States District Court for the District of
Maryland, captioned Meloche v. Schorsch, et al., 16-cv-03366 (the “Meloche Action”). An amended complaint was filed on January
17, 2017. The Meloche Action seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary
duty and negligence. By order dated May 16, 2017, the Meloche Action was stayed until resolution of the SDNY Derivative Action,
and by order dated October 25, 2019, the stay was continued. In light of the release of claims in the Derivative Settlement, the
Company expects that the parties in the Meloche Action will jointly seek to dismiss the Meloche Action with prejudice.
Cole Litigation Matter
In December 2013, Realistic Partners filed a putative class action lawsuit against the Company and the then-members of its
board of directors in the Supreme Court for the State of New York, captioned Realistic Partners v. American Realty Capital Partners,
et al., No. 654468/2013. The plaintiff alleged, among other things, that the board of the Company breached its fiduciary duties in
connection with the transactions contemplated under the agreement and plan of merger with Cole Real Estate Investments, Inc.
In January 2014, the parties entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of
the alleged class of the Company’s stockholders. The proposed settlement terms required the Company to make certain additional
disclosures related to this merger, which were included in a Current Report on Form 8-K filed by the Company with the SEC on
F-45
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
January 17, 2014. The memorandum of understanding also contemplated that the parties would enter into a stipulation of settlement,
which would be subject to customary conditions, including confirmatory discovery and court approval following notice to the
Company’s stockholders, and provided that the defendants would not object to a payment of up to $625,000 for attorneys’ fees.
If the parties enter into a stipulation of settlement, which has not occurred, a hearing will be scheduled at which the court will
consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will enter into a
stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the
same terms as those contemplated by the memorandum of understanding.
Purchase Commitments
In the normal course of business, the Company enters into various types of commitments to purchase real estate properties.
These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific
conditions must be met before the Company is obligated to purchase the properties.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages
related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance,
liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material
adverse effect on the results of operations.
Note 11 - Leases
Lessor
The Company is the lessor for its 3,858 retail, restaurant, office and industrial properties. The Company’s operating and direct
financing leases have non-cancelable lease terms of 0.08 years to 25.1 years. Certain leases with tenants include options to extend
or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are
based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not
a primary risk because of the long-lived nature of the assets.
The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands):
Fixed:
Cash rent
Straight-line rent
Lease intangible amortization
Property operating cost reimbursements
Sub-lease (1)
Total fixed
Variable (2)
Income from direct financing leases
Total rental revenue
____________________________________
Year Ended December 31,
2019
2018
2017
$ 1,102,538
$ 1,121,482
$ 1,110,983
28,032
(2,538)
5,559
21,496
39,772
(4,178)
5,375
16,178
46,968
(5,366)
3,056
16,383
1,155,087
1,178,629
1,172,024
81,310
837
78,179
1,059
78,699
1,562
$ 1,237,234
$ 1,257,867
$ 1,252,285
(1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases.
(2)
Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground
lease sub-tenants.
F-46
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table presents future minimum operating lease payments due to the Company over the next five years and
thereafter as of December 31, 2019 (in thousands). These amounts exclude contingent rent payments, as applicable, that may be
collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding
certain economic indexes.
2020
2021
2022
2023
2024
Thereafter
Total
Future Minimum
Operating Lease Payments
1,066,215
1,035,373
966,765
889,768
811,274
4,675,575
9,444,970
$
$
Future Minimum
Direct Financing Lease Payments (1)
2,215
$
2,095
2,006
1,646
590
824
9,376
$
____________________________________
(1) Related to 22 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of
the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties.
Lessee
The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company
is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.2 years to 79.6 years,
some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was
16.3 years as of December 31, 2019. Under certain ground lease arrangements, the Company pays variable costs, including property
operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted
average discount rate for the Company’s operating leases was 4.91% as of December 31, 2019. As the Company’s leases do not
provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the
adoption date in determining the present value of lease payments.
The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease
liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through
the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities,
as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any
material residual value guarantees or material restrictive covenants.
The following table presents the lease expense components for the year ended December 31, 2019 (in thousands):
Operating lease cost (1)
Sublease income (2)
___________________________________
Year Ended
December 31, 2019
$
$
24,392
(21,496)
(1) No cash paid for operating lease liabilities was capitalized.
(2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases.
Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use
assets by $2.1 million and operating lease liabilities by $2.6 million, for non-cash activity related to additions, dispositions and
lease modifications during the year ended December 31, 2019.
F-47
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter
for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of December 31,
2019 (in thousands).
2020
2021
2022
2023
2024
Thereafter
Total
Less: imputed interest
Total
Future Minimum
Lease Payments
$
$
22,287
22,284
22,122
21,695
21,132
225,457
334,977
113,916
221,061
The following table reflects the future minimum lease payments due from the Company over the five years subsequent to
December 31, 2018, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (in
thousands), which excluded certain ground leases under which the Company's sub-tenants are responsible for paying the rent under
these leases directly to the ground lessor.
2019
2020
2021
2022
2023
Thereafter
Total
Future Minimum
Lease Payments
$
$
18,479
18,191
17,929
18,118
17,772
196,670
287,159
Note 12 – Equity
Common Stock and General Partner OP Units
The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of December 31, 2019, the General
Partner had approximately 1.1 billion shares of Common Stock issued and outstanding. Additionally, the Operating Partnership
had approximately 1.1 billion General Partner OP Units issued and outstanding as of December 31, 2019, corresponding to the
General Partner’s outstanding shares of Common Stock.
Common Stock Offering
On September 26, 2019, the Company completed a public equity offering (the "Offering"), selling a total of 94.3 million shares
of Common Stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds,
after underwriting discounts and offering expenses, of $886.9 million. The Company contributed the net proceeds from the Offering
to the OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s
common stock. The net proceeds of the Offering were subsequently used to pay amounts owed in connection with the settlement
of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes.
Common Stock Continuous Offering Programs
On September 19, 2016, the Company registered a continuous equity offering program (the “Prior Program”) pursuant to
which the Company could offer and sell, from time to time, in “at-the-market” offerings or certain other transactions, shares of
Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year
ended December 31, 2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per
share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for net
proceeds of $41.8 million. Prior to 2019, no shares of Common Stock had been issued pursuant to the Prior Program.
F-48
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
On April 15, 2019, the Company established a new continuous equity offering program pursuant to which the Company may
sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022
in “at-the-market” offerings or certain other transactions ( the “Current ATM Program”). The Current ATM Program replaced the
Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general
corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As
of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at
a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of
offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available
to be sold under the Current ATM Program.
Series F Preferred Stock and Series F Preferred OP Units
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 was not redeemable by the
Company before January 3, 2019, the fifth anniversary of the date on which such Series F Preferred Stock was issued (the “Initial
Redemption Date”), except under circumstances intended to preserve the General Partner’s status as a REIT for federal and/or
state income tax purposes and except upon the occurrence of a change of control. On and after the Initial Redemption Date, the
General Partner may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a
redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for
redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory
redemption and will remain outstanding indefinitely unless the General Partner redeems or otherwise repurchases them or they
become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred
Stock trades on the NYSE under the symbol VER PRF. The Series F Preferred Units contain the same terms as the Series F Preferred
Stock.
During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock,
in two separate transactions, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning
of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and
unpaid dividends.
As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9
million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and
outstanding.
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain
distributions, or nondividend distributions. Nondividend 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, 2019, 2018 and 2017:
Ordinary dividends
Capital gain distributions
Total
Limited Partner OP Units
Year Ended December 31,
2019
2018
2017
71.7%
28.3%
100.0%
100.0%
—%
100.0%
95.0%
5.0%
100.0%
As of December 31, 2019 the Operating Partnership had approximately 0.8 million Limited Partner OP Units outstanding.
On July 16, 2019, the SEC filed a complaint in United States District Court for the Southern District of New York charging
the Company’s Former Manager (including certain of its principals) with securities law violations for, among other things,
wrongfully obtaining certain incentive fees in connection with mergers entered into by the Company in 2013 and 2014.
Simultaneously with the filing of the complaint, the parties entered into proposed settlement agreements, without admitting or
denying the allegations of the complaint, pursuant to which 2.9 million Limited Partner OP Units were surrendered by the Former
Manager and the Former CFO to the Company. The Company recorded the surrender of the Limited Partner OP Units as a reduction
to litigation and non-routine costs, net, of $26.5 million, using a per share price of $9.08, during the second quarter of 2019. In
addition to surrendering the 2.9 million Limited Partner OP Units, the Former Manager and the Former CFO relinquished any
rights to $6.4 million of dividends on those units, which the Company had withheld payment of since October 2015. The court
F-49
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
approved the settlements on July 17, 2019 and the Limited Partner OP Units were subsequently canceled on July 26, 2019. As
discussed in Note 10 – Commitments and Contingencies, the contribution to the Class Action Settlement by the Company’s Former
Manager included the value of substantially all of these surrendered Limited Partner OP Units and dividends.
During the fourth quarter of 2019, the Former Manager and Former CFO surrendered an aggregate of 19.9 million Limited
Partner OP Units to the Company to fund a portion of their contributions toward the Class Action Settlement. On October 15,
2019, the Company contributed cash to the settlement fund equal to the value of the surrendered Limited Partner OP Units and
the surrendered Limited Partner OP Units were canceled. The Company reduced additional paid-in capital, distributions payable
and non–controlling interests in the accompanying financial statements of VEREIT, Inc. for both of the above-mentioned
transactions and made a corresponding reduction in distributions payable, General Partner's common equity and Limited Partner's
common equity in the accompanying financial statements of the OP. Refer to Note 10 – Commitments and Contingencies for
additional information.
Common Stock Dividends
The Company declared quarterly dividends to stockholders of record each quarter from the first quarter of the year ended
December 31, 2017 through the third quarter of the year ended December 31, 2019 of $0.1375 per share of Common Stock
(representing an annualized dividend 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 of $0.55 per share) for the fourth quarter of 2019 on
November 5, 2019 to stockholders of record as of December 31, 2019, which was paid on January 15, 2020. An equivalent
distribution by the Operating Partnership is applicable per OP unit.
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain
distributions, or nondividend distributions. Nondividend 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, 2019, 2018 and 2017:
Ordinary dividends
Nondividend distributions
Capital gain distributions
Total
Share Repurchase Programs
Year Ended December 31,
2019
2018
2017
45.0%
37.2%
17.8%
100.0%
13.8%
86.2%
—%
100.0%
60.0%
37.0%
3.0%
100.0%
On May 3, 2018, the Company’s Board of Directors terminated its prior share repurchase program and authorized a new
program (the “2018 Share Repurchase Program”) that permitted the Company to repurchase up to $200.0 million of its outstanding
Common Stock through May 3, 2019, as market conditions warranted. On May 6, 2019, the Company’s Board of Directors
authorized a new share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up
to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can
be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including
accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and
other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a specific time
or in a specific situation and repurchases are influenced by prevailing market conditions, the trading price of the Common Stock,
the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the
share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock.
There were no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the
year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under
the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of
Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price
of $5.6 million under the 2018 Share Repurchase Program.
F-50
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 13– Equity-based Compensation
Equity Plans
The General Partner has an Equity Plan, which provides for the grant of stock options (“Stock Options”), stock appreciation
rights, Restricted Shares, restricted stock units (“Restricted Stock Units”), deferred stock units (“Deferred Stock Units”), dividend
equivalent rights and other stock-based awards to 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 requisite service period. Restricted
Shares provide for rights identical to those of Common Stock. Restricted Stock Units do not provide for any rights of a common
stockholder prior to the vesting of such Restricted Stock Units. Restricted Shares are considered issued and outstanding. As is the
case when fully vested shares of Common Stock are issued from the Equity Plan, for each Restricted Share awarded under the
Equity Plan, the Operating Partnership issues a General Partner OP Unit to the General Partner with identical terms. Upon vesting
or settlement of Restricted Stock Units or Deferred Stock Units, respectively, the Operating Partnership issues a General Partner
OP Unit to the General Partner for each share of Common Stock issued as a result of such vesting.
The General Partner has authorized and reserved a total number of shares equal to 10.0% of the total number of issued and
outstanding shares of Common Stock (on a fully diluted basis assuming the redemption of all OP Units for shares of Common
Stock) to be issued at any time under the Equity Plan for equity incentive awards. As of December 31, 2019, the General Partner
had cumulatively awarded under its Equity Plan approximately 16.4 million shares of Common Stock, which was comprised of
4.0 million Restricted Shares, net of the forfeiture of 3.7 million Restricted Shares through that date, 6.4 million Restricted Stock
Units, net of the forfeiture/cancellation of 2.0 million Restricted Stock Units through that date, 0.6 million Deferred Stock Units,
and 5.4 million Stock Options, net of forfeiture/cancellation/exercise of 0.2 million Stock Options through that date. Accordingly,
as of such date, approximately 96.6 million additional shares were available for future issuance, excluding the effect of the 5.4
million Stock Options. As of December 31, 2019, a total of 45,000 shares had been awarded under the non-executive director
restricted share plan out of the 99,000 shares reserved for issuance.
Restricted Shares
The Company 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, 2019, 2018 and 2017, the Company recorded $0.1 million, $0.6 million and $2.0 million,
respectively, of compensation expense related to the Restricted Shares. During the year ended December 31, 2019, all 71,000 of
the Restricted Shares vested. As such, there was no further unrecognized compensation expense related to the Restricted Shares
as of December 31, 2019.
The following table details the activity of the Restricted Shares during the year ended December 31, 2019:
Unvested shares, December 31, 2018
Vested
Unvested shares, December 31, 2019
Restricted Shares
Weighted-Average Grant
Date Fair Value
$
71,000
(71,000)
— $
14.04
14.04
—
F-51
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Time-Based Restricted Stock Units
Under the Equity Plan, the Company may award Restricted Stock Units to employees that will vest if the recipient maintains
employment over the requisite service period (the “Time-Based Restricted Stock Units”). The fair value of the Time-Based
Restricted Stock Units granted to employees under the Equity Plan is generally determined using the closing stock price on the
grant date and is expensed over the requisite service period on a straight-line basis, which is generally three years. During each of
the years ended December 31, 2019 and 2018, the Company recorded $5.1 million of compensation expense related to Time-Based
Restricted Stock Units. During the year ended December 31, 2019, this includes compensation expense attributable to awards for
which the requisite service period begins prior to the assumed future grant date. During the year ended December 31, 2017, the
Company recorded $6.3 million of such expenses. As of December 31, 2019, there was $5.7 million of unrecognized compensation
expense related to the Time-Based Restricted Stock Units with a weighted-average remaining term of 2.0 years.
The following table details the activity of the Time-Based Restricted Stock Units during the year ended December 31, 2019.
Unvested units, December 31, 2018
Granted
Vested
Forfeited
Unvested units, December 31, 2019
Deferred Stock Units
Time-Based Restricted
Stock Units
1,291,015
609,071
(621,854)
(26,631)
1,251,601
Weighted-Average
Grant Date Fair Value
7.51
$
8.16
7.71
7.43
7.73
$
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, dies or the third anniversary of the grant date, or if granted pursuant to the director’s voluntary election to participate
in the director’s deferred compensation program, on the date the director separates from the Company (or upon a change of control
or death). The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed
over the requisite service period or on the grant date for awards with no requisite service period. During each of the years ended
December 31, 2019 and 2018, the Company recorded approximately $1.2 million of expense related to Deferred Stock Units.
During the year ended December 31, 2017 the Company recorded $1.0 million of such expenses. As of December 31, 2019, there
is no unrecognized compensation expense related to the Deferred Stock Units.
The following table details the activity of the Deferred Stock Units during the year ended December 31, 2019.
Unvested units, December 31, 2018
Granted
Vested
Unvested units, December 31, 2019
Long-Term Incentive Awards
Deferred Stock
Units
Weighted-Average
Grant Date Fair Value
—
8.55
8.55
—
— $
151,953
(151,953)
— $
The General Partner may award long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to employees
under the Equity Plan. Vesting of the LTI Target Awards is based upon the General Partner’s level of achievement of total stockholder
return (“TSR”), including both share price appreciation and Common Stock dividends, as measured equally against a market index
and against a peer group generally over a three year period.
The fair value and derived service period of the LTI Target Awards as of their grant date is determined using a Monte Carlo
simulation which takes into account multiple input variables that determine the probability of satisfying the required TSR, as
outlined in the award agreements. This method requires the input of assumptions, including the future dividend yield, the expected
volatility of the Common Stock and the expected volatility of the market index constituents and the peer group. Compensation
expense is recognized on a straight-line basis over the requisite 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, 2019, 2018 and 2017, the
Company recorded $5.5 million, $5.8 million and $7.4 million, respectively, of expense related to the LTI Target Awards. As
F-52
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
of December 31, 2019, there was $6.4 million of unrecognized compensation expense related to the LTI Target Awards with a
weighted-average remaining term of 2.1 years.
The following table details the activity of the LTI Target Awards during the year ended December 31, 2019.
Unvested units, December 31, 2018
Granted
Vested
Forfeited
Unvested units, December 31, 2019
Stock Options
LTI Target Awards
1,616,963
734,057
(581,122)
(155,802)
1,614,096
Weighted-Average
Grant Date Fair Value
7.57
$
8.11
8.95
8.84
7.20
$
The General Partner may award Stock Options to employees that will vest if the recipient maintains constant employment
through the end of the requisite service period.
The fair value of the Stock Options as of their grant date is determined using the Black-Scholes option pricing model, which
requires the input of assumptions including expected terms, expected volatility, dividend yield and risk free rate. Expected term
was calculated using the midpoint between the three year cliff vesting period and the 10-year contractual term. Expected volatilities
were based on both historical and implied volatilities. The risk-free interest rate was based on zero-coupon yields derived from
the U.S. Treasury Constant Maturity yield curve in effect as of the grant date.
The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted at the
date of grant as follows:
Expected term (in years)
Volatility
Dividend yield
Risk-free rate
Grant date fair value
February 20,
2019
February 21,
2018
6.5
24.21%
7.09%
2.52%
0.74
$
6.5
27.39%
7.21%
2.75%
0.76
$
Compensation expense is recognized on a straight-line basis over the service period above. During the years ended December
31, 2019 and 2018, the Company recorded $1.2 million and $0.6 million, respectively, of expense related to Stock Options. As
of December 31, 2019, there was $2.2 million of unrecognized compensation expense related to Stock Options with a weighted-
average remaining term of 1.8 years.
The following table details the activity of the Stock Options during the year ended December 31, 2019.
Outstanding, December 31, 2018
Granted
Exercised
Forfeited
Outstanding, December 31, 2019
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Term
(Years)
Aggregate
Intrinsic Value
$
$
6.84
8.26
6.84
7.21
7.57
9.14
—
—
—
8.66
$
$
856,581
—
(77,345)
—
8,954,271
Stock Options
2,763,165
2,797,302
(42,765)
(155,672)
5,362,030
F-53
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 14 — Discontinued Operations
On November 13, 2017, the Company entered into a purchase and sale agreement (as amended by that certain First Amendment
to the Purchase and Sale Agreement, dated as of February 1, 2018, the “Cole Capital Purchase and Sale Agreement”). On February 1,
2018, the Company completed the sale of its investment management segment, Cole Capital, under the terms of the Cole Capital
Purchase and Sale Agreement. Substantially all of the Cole Capital segment operations were conducted through Cole Capital
Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. The OP sold all of the issued and
outstanding shares of common stock of CCA and certain of CCA’s subsidiaries to the Cole Purchaser, an affiliate of CIM Group,
LLC for approximately $120.0 million paid in cash at closing. The Company could also earn up to an aggregate of $80.0 million
of Net Revenue Payments in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified
dollar threshold in a calendar year. There were no Net Revenue Payments received or earned since the sale. Substantially all of
the Cole Capital segment financial results are reflected in the financial statements as discontinued operations. There were no
discontinued operations or cash flows for the year ended December 31, 2019. There were also no assets and liabilities related to
discontinued operations and real estate assets held for sale as of December 31, 2019 and 2018.
The following is a summary of the financial information for discontinued operations for the years ended December 31, 2018
and 2017 (in thousands):
Year Ended
2018
2017
Revenues:
Offering-related fees and reimbursements
Transaction service fees and reimbursements
Management fees and reimbursements
Total revenues
Operating expenses:
Cole Capital reallowed fees and commissions
Transaction costs (1)
General and administrative
Amortization of intangible assets
Total operating expenses
Other income, net
Loss on disposition and assets held for sale
Income (loss) before taxes
Benefit from (provision for) income taxes
$
1,027
$
334
6,452
7,813
602
(654)
4,450
—
4,398
—
(1,815)
1,600
2,095
Income (loss) from discontinued operations, net of income taxes
$
3,695
$
___________________________________
16,096
13,929
76,214
106,239
9,879
3,802
63,783
14,490
91,954
464
(20,027)
(5,278)
(13,839)
(19,117)
(1) The negative balance for the year ended December 31, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred.
The following is a summary of cash flows related to discontinued operations for the years ended December 31, 2018 and 2017
(in thousands):
Cash flows related to discontinued operations:
Cash flows (used in) provided by operating activities
Cash flows from investing activities
Income Taxes
Year Ended
2018
2017
$
$
(10,468) $
$
122,915
33,232
—
Cole Capital’s business, substantially all of which was conducted through a TRS, recognized a benefit of $2.1 million for the
year ended December 31, 2018 and a provision of $13.8 million the year ended December 31, 2017. There was no related benefit
or provision for the year ended December 31, 2019.
F-54
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following table presents the reconciliation of the (benefit from) provision for income taxes with the amount computed
by applying the statutory federal income tax rate to loss before income taxes for the years ended December 31, 2018 and 2017 (in
thousands):
Income (loss) before taxes
Less: Income from non-taxable entities
Income (loss) attributable to taxable subsidiaries before income taxes
Federal benefit from (provision for) at statutory rate
Impairment of goodwill
Nondeductible portion of transaction costs and loss recognized on classification as
held for sale
Impact of change in federal tax rate
Impact of valuation allowance
State income taxes and other
Total (benefit from) provision for income taxes - Cole Capital
Year Ended
2018
2017
1,600
(685)
915
$
$
192
—
(719)
—
(1,158)
(410)
(2,095) $
(5,278)
(9,523)
(14,801)
(5,180)
—
8,283
3,481
6,165
1,090
13,839
$
$
$
The following table presents the components of the (benefit from) provision for income taxes for the years ended December
31, 2018 and 2017 (in thousands):
Current
Federal
State
Total current (benefit from) provision for income taxes
Deferred
Federal
State
Total deferred (benefit from) provision for income taxes
Total (benefit from) provision for income taxes - Cole Capital
Note 15 – Related Party Transactions and Arrangements
Cole Capital
Year Ended
2018
2017
$
$
(74) $
(166)
(240)
(1,756)
(99)
(1,855)
(2,095) $
(120)
602
482
12,016
1,341
13,357
13,839
Through February 1, 2018, the Company was contractually responsible for managing CCIT II, CCIT III, Cole Credit Property
Trust IV, Inc. (“CCPT IV”), CCPT V, and CIM Income NAV, Inc. (formerly known as Cole Real Estate Income Strategy (Daily
NAV), Inc.) (“INAV” and collectively with CCIT II, CCIT III, CCPT IV, CCPT V, the “Cole REITs”) affairs on a day-to-day basis,
identifying and making acquisitions and investments on the Cole REITs’ behalf, and recommending to the respective board of
directors of each of the Cole REITs an approach for providing investors with liquidity. In addition, the Company was responsible
for raising capital for certain Cole REITs, advised them regarding offerings, managed relationships with participating broker-
dealers and financial advisors, and provided assistance in connection with compliance matters relating to the offerings. The
Company received compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment,
management and disposition of their respective assets, as applicable. As discussed in Note 14 —Discontinued Operations, on
February 1, 2018, the Company completed the sale of Cole Capital. The Cole Capital financial results are reflected in the
consolidated statements of operations as discontinued operations for all periods presented. As a result of the sale of Cole Capital,
the Cole REITs are no longer affiliated with the Company.
During the years ended December 31, 2018 and 2017, the Company earned $8.0 million and $106.7 million, respectively of
offering-related, transaction services and management fees and reimbursements from the Cole REITs. No such fees were earned
during the year ended December 31, 2019.
F-55
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Investment in the Cole REITs
On February 1, 2018, the Company sold certain of its equity investments, recognizing a gain of $0.6 million, which is included
in other income, net in the accompanying consolidated statement of operations for the year ended December 31, 2018, to the Cole
Purchaser, retaining interests in CCIT II, CCIT III and CCPT V. As of December 31, 2019 and December 31, 2018, the Company
owned aggregate equity investments of $7.6 million and $7.8 million, respectively, in CCIT II, CCIT III and CCPT V. During the
year ended December 31, 2019, the Company recognized a loss of $0.3 million related to the change in fair value, which is included
in other income, net in the accompanying consolidated statements of operations. During the year ended December 31, 2018, the
Company recognized a $5.1 million gain from measuring the Company’s investments in CCIT II, CCIT III and CCPT V at fair
value after the investments were no longer accounted for using the equity method, which is included in other income, net in the
accompanying consolidated statements of operations. During the year ended December 31, 2017, the Company recognized a net
loss of $0.5 million from the Cole REITs, which was included in equity in income and gain on disposition of unconsolidated
entities.
Note 16 – Net Income (Loss) Per Share/Unit
The General Partner’s unvested Restricted Shares contain non-forfeitable rights to dividends and are considered to be
participating securities in accordance with U.S. GAAP and, therefore, are included in the computation of earnings per share under
the two-class computation method. Under the two-class computation method, net losses are not allocated to participating securities
unless the holder of the security has a contractual obligation to share in the losses. The unvested Restricted Shares are not allocated
losses as the awards do not have a contractual obligation to share in losses of the General Partner. The two-class computation
method is an earnings allocation formula that determines earnings per share for each class of shares of Common Stock and
participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings.
Net Income (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, 2019, 2018 and 2017 (dollar amounts in thousands):
Year Ended December 31,
2018
2017
(Loss) income from continuing operations
Noncontrolling interests’ loss (income) from continuing operations
Net (loss) income from continuing operations attributable to the
General Partner
Dividends to preferred shares and units
Net loss from continuing operations available to the General Partner
Earnings allocated to participating securities
Income (loss) from discontinued operations, net of income taxes
(Income) loss from discontinued operations attributable to limited
partners
$
2019
(307,106) $
6,753
(300,353)
(68,488)
(368,841)
—
—
—
(91,725) $
2,344
(89,381)
(71,892)
(161,273)
(42)
3,695
(88)
Net loss used in basic and diluted net loss per share
$
(368,841) $
(157,708) $
51,495
(1,005)
50,490
(71,892)
(21,402)
(491)
(19,117)
445
(40,565)
Weighted average number of Common Stock outstanding - basic and
diluted
998,139,969
969,092,268
974,098,652
Basic and diluted net loss per share from continuing operations
attributable to common stockholders
Basic and diluted net income (loss) per share from discontinued
operations attributable to common stockholders
Basic and diluted net loss per share attributable to common
stockholders (1)
_______________________________________________
(1) Amounts may not total due to rounding.
$
$
$
(0.37) $
(0.17) $
— $
0.00
$
(0.37) $
(0.16) $
(0.02)
(0.02)
(0.04)
F-56
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
The following were excluded from diluted net loss per share attributable to common stockholders, as the effect would have
been antidilutive:
Weighted average unvested Restricted Shares and Restricted Stock
Units (1)
Weighted average stock options (1)
Weighted average Limited Partner OP Units
_______________________________________________
(1) Net of assumed repurchases in accordance with the treasury stock method.
Net Income (Loss) Per Unit
Year Ended December 31,
2019
2018
2017
1,594,049
520,258
420,369
—
310,965
—
17,980,514
23,725,506
23,748,347
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, for the years ended December 31, 2019, 2018 and 2017
(dollar amounts in thousands):
(Loss) income from continuing operations
Noncontrolling interests’ loss from continuing operations
Net (loss) income from continuing operations attributable to the
Operating Partnership
Dividends to preferred units
Net loss from continuing operations available to the Operating
Partnership
Earnings allocated to participating units
Income (loss) from discontinued operations, net of income taxes
Net loss used in basic and diluted net loss per unit
Year Ended December 31,
$
2019
(307,106) $
102
(307,004)
(68,488)
(375,492)
—
—
$
(375,492) $
2018
2017
(91,725) $
154
(91,571) $
(71,892)
(163,463)
(42)
3,695
(159,810) $
51,495
194
51,689
(71,892)
(20,203)
(491)
(19,117)
(39,811)
Weighted average number of common units outstanding - basic and
diluted
1,016,120,483
992,817,774
997,846,999
Basic and diluted net loss per unit from continuing operations
attributable to common unitholders
Basic and diluted net income (loss) per unit from discontinued
operations attributable to common unitholders
Basic and diluted net loss per unit attributable to common
unitholders(1)
_______________________________________________
(1) Amounts may not total due to rounding.
$
$
$
(0.37) $
(0.17) $
— $
0.00
$
(0.37) $
(0.16) $
(0.02)
(0.02)
(0.04)
The following were excluded from diluted net loss per unit attributable to common unitholders, as the effect would have been
antidilutive:
Weighted average unvested Restricted Shares and Restricted Stock
Units (1)
Weighted average stock options (1)
_______________________________________________
(1) Net of assumed repurchases in accordance with the treasury stock method.
F-57
Year Ended December 31,
2019
2018
2017
1,594,049
520,258
420,369
—
310,965
—
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Note 17 – Quarterly Results (Unaudited)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the
General Partner (in thousands, except share and per share amounts):
Rental revenue
Net income (loss)
Net income (loss) attributable to the General Partner
Basic and dilutive net income (loss) per share attributable to
common stockholders (1)
_______________________________________________
Quarters Ended
March 31,
2019
June 30,
2019
September 30,
2019
December 31,
2019
$
316,843
$
312,043
$
70,971
69,304
292,284
285,658
302,985
(741,529)
(726,440)
$
305,363
71,168
71,125
$
0.05
$
0.27
$
(0.76) $
0.05
(1) The sum of the quarterly net income (loss) per share amounts may not agree to the full year net loss per share amounts. The Company calculates net income
(loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares
fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the
OP (in thousands, except share and per share amounts):
Rental revenue
Net income (loss)
Net income (loss) attributable to the OP
Basic and dilutive net income (loss) per unit attributable to
common unitholders (1)
_______________________________________________
$
$
Quarters Ended
March 31,
2019
316,843
70,971
70,999
$
June 30,
2019
312,043
292,284
292,314
$
September 30,
2019
302,985
(741,529)
(741,504)
$
December 31,
2019
305,363
71,168
71,187
0.05
$
0.27
$
(0.76) $
0.05
(1) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year loss income per unit amounts. The Company calculates net income
(loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout
the year and 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, 2018 for the
General Partner (in thousands, except share and per share amounts):
Rental revenue (1)
Net income (loss) from continuing operations
Income (loss) from discontinued operations, net of income taxes
Net income (loss)
Net income (loss) attributable to the General Partner
Basic and diluted net income (loss) per share from continuing
operations attributable to common stockholders (2)
Basic and diluted net income (loss) per share from discontinued
operations attributable to common stockholders (2)
Basic and dilutive net income (loss) per share attributable to
common stockholders (2)
$
$
$
_______________________________________________
March 31,
2018
315,074
$
29,036
3,501
32,537
31,795
0.01
0.00
0.01
Quarters Ended
June 30,
2018
315,664
(74,691)
224
(74,467)
(72,670)
$
September 30,
2018
313,866
(73,942)
—
(73,942)
(72,117)
December 31,
2018
313,263
$
27,872
(30)
27,842
27,218
(0.09) $
(0.09) $
0.01
0.00
$
— $
(0.00)
(0.09) $
(0.09) $
0.01
$
$
$
$
(1) Represents revenue from continuing operations as presented on the statement of operations in accordance with U.S. GAAP. Substantially all of Cole Capital
is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented.
(2) The sum of the quarterly net income (loss) per share amounts may not agree to the full year loss per share amounts. The Company calculates net income
(loss) per share based on the weighted-average number of outstanding shares of Common Stock during the reporting period. The average number of shares
fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
F-58
VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 – (Continued)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2018 for the
OP (in thousands, except share and per share amounts):
Rental revenue (1)
Net income (loss) from continuing operations
Income (loss) from discontinued operations, net of income taxes
Net income (loss)
Net income (loss) attributable to the OP
Basic and diluted net income (loss) per unit from continuing
operations attributable to common unitholders (2)
Basic and diluted net income (loss) per unit from discontinued
operations attributable to common unitholders (2)
Basic and dilutive net income (loss) per unit attributable to
common unitholders (2)
_______________________________________________
March 31,
2018
315,074
29,036
3,501
32,537
32,577
0.01
0.00
0.01
$
$
$
$
$
$
$
$
Quarters Ended
June 30,
2018
315,664
(74,691)
224
(74,467)
(74,451)
$
September 30,
2018
313,866
(73,942)
—
(73,942)
(73,885)
$
December 31,
2018
313,263
27,872
(30)
27,842
27,883
(0.09) $
(0.09) $
0.01
0.00
$
— $
(0.00)
(0.09) $
(0.09) $
0.01
(1) Represents revenue from continuing operations as presented on the statement of operations in accordance with U.S. GAAP. Substantially all of Cole Capital
is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented.
(2) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year net loss per unit amounts. The Company calculates net income
(loss) per unit based on the weighted-average number of outstanding units during the reporting period. The average number of units fluctuates throughout
the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
Note 18 – Subsequent Events
The following events occurred subsequent to December 31, 2019:
Real Estate Investment Activity
From January 1, 2020 through February 12, 2020 the Company disposed of 13 properties, including the sale of two consolidated
office properties to a newly-formed joint venture in which the Company owns a 20% equity interest (the “Office Partnership”),
for an aggregate gross sales price of $118.1 million, of which four properties were held for sale with an aggregate carrying value
of $14.2 million as of December 31, 2019, for an estimated gain of $20.8 million.
From January 1, 2020 through February 12, 2020 the Company also acquired 23 properties for an aggregate purchase price
of $127.8 million, excluding capitalized external acquisition-related expenses.
Office Partnership
From January 1, 2020 through February 12, 2020, the Office Partnership acquired one property from a third party for a purchase
price of $33.1 million.
Common Stock Dividend
On February 25, 2020, 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 2020 to stockholders of record as of March 31,
2020, which will be paid on April 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit.
Preferred Stock Dividend
On February 25, 2020, the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred
Stock for April 2020 through June 2020 with respect to the periods included in the table below. The corresponding record and
payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series
F Preferred Stock accrues daily on a 360-day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833
per 30-day month.
Period
March 15, 2020 - April 14, 2020
April 15, 2020 - May 14, 2020
May 15, 2020 - June 14, 2020
Record Date
April 1, 2020
May 1, 2020
June 1, 2020
Payment Date
April 15, 2020
May 15, 2020
June 15, 2020
F-59
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
December 31, 2019 (in thousands)
Schedule II – Valuation and Qualifying Accounts
Description
Year Ended December 31, 2019
Allowance for doubtful accounts
Total
Year Ended December 31, 2018
Reserve for program development costs (2)
Allowance for doubtful accounts and other reserves
Unsecured note reserve
Total
Year Ended December 31, 2017
Reserve for program development costs (2)
Allowance for doubtful accounts and other reserves
Unsecured note reserve
Total
_______________________________________________
Balance at
Beginning of Year
Additions
Deductions
Balance at
End of Year
$
$
$
$
$
$
6,309
6,309
7,632
12,683 (4)
15,300
35,615
31,652
7,576
15,300
54,528
$
$
$
$
$
$
—
—
$
$
(6,309) (1) $
(6,309)
$
651 (3) $
2,531
—
3,182
9,328
6,956
—
16,284
$
$
$
(8,283)
(8,905)
(15,300)
(32,488)
$
$
(33,348) (5) $
(1,849)
—
(35,197)
$
—
—
—
6,309
—
6,309
7,632
12,683 (4)
15,300
35,615
(1) Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does
not record an allowance for uncollectable accounts.
(2) Classified as discontinued operations.
(3) Represents additions to the reserve during the period from January 1, 2018 through January 31, 2018, prior to the sale of Cole Capital.
(4)
Includes $1.0 million classified as discontinued operations.
(5) Deductions related to the return of the Company's interest in two funds not yet in offering ($1.3 million) and the closing of CCPT V's primary offering ($32.0 million).
F-60
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2019 (in thousands)
Schedule III – Real Estate and Accumulated Depreciation
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Other
N/A
N/A
$
— $
— $
13,345
$
7
$
13,352
$
(4,367)
N/A
N/A
Home Depot
Columbia
Citizens Bank
Higganum
Vacant
New London
US Bank
Wilmington
US Bank
Chicago
US Bank
Chicago
US Bank
Lyons
US Bank
Elmwood Park
US Bank
Alsip
SC
CT
CT
IL
IL
IL
IL
IL
IL
US Bank
Evergreen Park
IL
Citizens Bank
Clinton
Township
Vacant
Southfield
Citizens Bank
Richmond
MI
MI
MI
Citizens Bank
St. Clair Shores
MI
Citizens Bank
Warren
Citizens Bank
Dearborn
Citizens Bank
Dearborn
Citizens Bank
Livonia
MI
MI
MI
MI
Vacant
Harper Woods
MI
Citizens Bank
Grosse Pointe
MI
Citizens Bank
Pittsfield
Citizens Bank
Rollinsford
Citizens Bank
Albany
Citizens Bank
Johnstown
Citizens Bank
Vails Gate
United Health Services
Greene
Citizens Bank
Whitesboro
Citizens Bank
Amherst
Citizens Bank
East Aurora
Citizens Bank
Rochester
NH
NH
NY
NY
NY
NY
NY
NY
NY
NY
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,911
15,463
171
94
330
267
191
214
431
226
167
574
283
168
309
178
434
385
261
207
410
160
78
232
163
284
216
130
238
162
166
971
534
1,872
1,511
1,082
1,212
2,441
1,280
944
3,250
1,605
951
1,748
1,009
2,461
2,184
1,476
1,171
2,322
908
444
1,315
923
1,610
1,227
739
1,348
919
943
F-61
—
—
(498)
—
—
—
—
—
—
—
—
(1,620)
—
—
—
—
—
—
(1,228)
—
—
—
—
—
—
(1,193)
—
—
—
—
18,374
(5,644)
11/9/2009
2009
1,142
130
2,202
1,778
1,273
1,426
2,872
1,506
1,111
3,824
268
1,119
2,057
1,187
2,895
2,569
1,737
150
2,732
1,068
522
1,547
1,086
1,894
250
869
1,586
1,081
1,109
(379)
8/1/2010
1995
(3)
8/1/2010
1972
(694)
8/1/2010
1966
(590)
8/1/2010
1923
(422)
8/1/2010
1979
(473)
8/1/2010
1959
(918)
8/1/2010
1984
(499)
8/1/2010
1981
(369)
8/1/2010
1984
(1,274)
8/1/2010
1970
(1)
8/1/2010
1975
(375)
8/1/2010
1980
(689)
8/1/2010
1960
(394)
8/1/2010
1963
(913)
8/1/2010
1977
(810)
8/1/2010
1974
(581)
8/1/2010
1959
—
8/1/2010
1982
(898)
8/1/2010
1975
(354)
8/1/2010
1976
(173)
8/1/2010
1977
(488)
8/1/2010
1960
(342)
8/1/2010
1973
(597)
8/1/2010
1967
(6)
8/1/2010
1981
(274)
8/1/2010
1995
(507)
8/1/2010
1965
(346)
8/1/2010
1996
(355)
8/1/2010
1962
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Citizens Bank
Port Jervis
Vacant
Mentor
Citizens Bank
Northfield
Citizens Bank
Willoughby
Citizens Bank
Cleveland
Citizens Bank
Cleveland
Citizens Bank
Cleveland
Citizens Bank
Lakewood
NY
OH
OH
OH
OH
OH
OH
OH
Citizens Bank
Rocky River
OH
Citizens Bank
Broadview
Heights
Citizens Bank
Boardman
Citizens Bank
Brunswick
Citizens Bank
Wadsworth
Citizens Bank
Alliance
Citizens Bank
Louisville
Citizens Bank
Massillon
Vacant
Massillon
Citizens Bank
Narberth
Citizens Bank
St. Albans
Community Bank
Whitehall
FedEx
Butte
Advance Auto Parts
Houston
Advance Auto Parts
Houston
OH
OH
OH
OH
OH
OH
OH
OH
PA
VT
NY
MT
TX
TX
Walgreens
Staten Island
NY
Walgreens
Coalinga
Dollar General
Red Level
Dollar General
Molino
Dollar General
Maysville
Dollar General
Forest
CA
AL
FL
MO
OH
Dollar General
New Matamoras
OH
Dollar General
Payne
OH
Dollar General
Pleasant City
OH
Dollar General
Poteet
TX
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
800
800
—
2,800
300
400
300
300
300
300
300
400
143
178
317
395
239
210
182
196
283
201
280
186
158
204
191
287
212
420
141
106
403
343
248
—
396
120
178
107
76
123
81
131
96
811
1,011
1,797
2,239
1,357
1,190
1,031
1,111
1,602
1,140
1,589
1,057
893
1,156
1,080
1,624
1,202
2,381
798
600
7,653
1,029
991
3,984
3,568
680
1,007
607
681
696
729
740
864
F-62
—
(689)
—
(1,565)
—
—
—
—
—
—
—
—
—
—
—
—
(1,269)
—
—
—
954
500
2,114
1,069
1,596
1,400
1,213
1,307
1,885
1,341
1,869
1,243
1,051
1,360
1,271
1,911
145
2,801
939
706
(309)
8/1/2010
1995
(6)
8/1/2010
1976
(701)
8/1/2010
1969
(34)
8/1/2010
1920
(537)
8/1/2010
1973
(471)
8/1/2010
1950
(408)
8/1/2010
1930
(412)
8/1/2010
1985
(594)
8/1/2010
1972
(435)
8/1/2010
1982
(629)
8/1/2010
1984
(418)
8/1/2010
2004
(353)
8/1/2010
1960
(457)
8/1/2010
1972
(427)
8/1/2010
1960
(642)
8/1/2010
1978
(1)
8/1/2010
1958
(883)
8/1/2010
1935
(304)
8/1/2010
1989
(222)
8/1/2011
1995
6,126
14,182
(3,603)
9/27/2011
2001
—
—
—
—
—
—
—
—
—
—
—
—
1,372
1,239
3,984
3,964
800
1,185
714
757
819
810
871
960
(384)
9/30/2011
2006
(370)
9/30/2011
2006
(1,579)
10/5/2011
2007
(1,414)
10/11/2011
2008
(252)
10/31/2011
2010
(374)
10/31/2011
2011
(225)
10/31/2011
2010
(253)
10/31/2011
2010
(258)
10/31/2011
2010
(271)
10/31/2011
2010
(275)
10/31/2011
2010
(321)
10/31/2011
2010
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Dollar General
Progreso
TX
Dollar General
Rio Grande City
TX
Dollar General
Roma
Dollar General
Bella Vista
Dollar General
Carlisle
TX
AR
AR
Dollar General
Green Forest
AR
Dollar General
Jonesboro
IL
Dollar General
Appleton City
MO
Dollar General
Ash Grove
Dollar General
Ashland
Dollar General
Bernie
Dollar General
Bloomfield
Dollar General
Carterville
Dollar General
Clarkton
Dollar General
Diamond
Dollar General
Ellsinore
Dollar General
Hallsville
Dollar General
Lawson
Dollar General
Lilbourn
Dollar General
Qulin
Dollar General
Steele
Dollar General
Strafford
Dollar General
Commerce
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
OK
400
300
500
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
169
137
253
129
13
52
77
22
35
70
35
23
10
19
44
30
29
29
62
30
31
51
38
957
779
1,010
302
245
303
309
124
315
398
314
215
192
354
175
579
263
162
554
573
598
471
341
Walgreens
Maplewood
NJ
4,700
1,071
6,071
Dollar General
Auxvasse
Dollar General
Conway
Dollar General
King City
Dollar General
Licking
Dollar General
Stanberry
Advance Auto Parts
Caro
Advance Auto Parts
Charlotte
Advance Auto Parts
Flint
MO
MO
MO
MO
MO
MI
MI
MI
Advance Auto Parts
Sault Ste. Marie
MI
300
300
300
300
300
—
—
—
—
72
37
33
76
111
117
123
133
75
650
694
625
688
629
665
697
534
671
F-63
—
—
—
35
(2)
38
—
—
28
135
—
38
—
—
—
91
32
6
—
68
—
44
(6)
—
—
—
—
—
—
(9)
92
92
80
1,126
916
1,263
466
256
393
386
146
378
603
349
276
202
373
219
700
324
197
616
671
629
566
373
(355)
10/31/2011
2010
(289)
10/31/2011
2010
(375)
10/31/2011
2010
(114)
11/10/2011
2005
(90)
11/10/2011
2005
(115)
11/10/2011
2005
(114)
11/10/2011
2007
(46)
11/10/2011
2004
(116)
11/10/2011
2006
(159)
11/10/2011
2006
(116)
11/10/2011
2007
(78)
11/10/2011
2005
(71)
11/10/2011
2004
(131)
11/10/2011
2007
(65)
11/10/2011
2005
(214)
11/10/2011
2010
(96)
11/10/2011
2004
(60)
11/10/2011
2003
(204)
11/10/2011
2010
(210)
11/10/2011
2009
(221)
11/10/2011
2009
(172)
11/10/2011
2009
(125)
11/10/2011
2006
7,142
(2,390)
11/18/2011
2011
722
731
658
764
740
773
912
759
826
(240)
11/22/2011
2011
(256)
11/22/2011
2011
(231)
11/22/2011
2010
(254)
11/22/2011
2010
(232)
11/22/2011
2010
(243)
11/23/2011
2002
(262)
11/23/2011
2002
(198)
11/23/2011
2002
(264)
11/23/2011
2003
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Walgreens
Stevensville
Dollar General
Tarrant
Advance Auto Parts
Livonia
General Service
Administration
Cocoa
Dollar General
Monroeville
MI
AL
MI
FL
IN
FedEx
Belmont
NH
Walgreens
Myrtle Beach
SC
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Madison
Floydada
Dollar General
Tuscaloosa
NE
TX
AL
Dollar General
Grand Ridge
FL
Dollar General
St. Clair
MO
Dollar General
Pleasant Hill
Dollar General
Lyford
Dollar General
Mellen
Dollar General
Minong
TN
TX
WI
WI
Dollar General
Solon Springs
WI
Dollar General
Edwards
Dollar General
Greenville
MS
MS
Dollar General
Walnut Grove
MS
General Service
Administration
Dollar Tree/Family
Dollar
General Service
Administration
Craig
Stilwell
Freeport
Walgreens
Eastpointe
CO
OK
NY
MI
Express Scripts
Berkeley
MO
Tractor Supply
Allentown
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Fort Yates
New Town
Rolla
Martin
Dollar General
Hampton
Dollar General
Lake Mills
NJ
ND
ND
ND
SD
IA
IA
3,099
—
—
500
—
—
—
—
—
300
300
400
300
300
300
300
300
300
300
300
—
—
—
—
—
—
—
—
—
—
—
—
Dollar General
Marthasville
MO
300
855
217
210
253
112
265
—
37
36
133
76
220
39
80
79
38
76
75
82
71
129
40
843
668
3,420
869
643
1,435
636
2,386
2,077
703
681
756
684
879
747
724
711
727
685
671
739
641
1,159
768
3,372
2,672
5,706
32,333
697
126
105
83
85
188
81
41
3,949
715
942
749
764
751
728
782
F-64
—
—
49
15
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16
—
—
—
—
—
—
23
—
—
—
—
—
Accumulated
Depreciation
Date
Acquired
Date of
Construction
(1,347)
11/28/2011
2007
(318)
12/12/2011
2011
(241)
12/12/2011
2003
(552)
12/13/2011
2009
(233)
12/22/2011
2011
(996)
12/29/2011
1991
(813)
12/29/2011
2001
(258)
12/30/2011
2011
(250)
12/30/2011
2010
(277)
12/30/2011
2011
(251)
12/30/2011
2010
4,275
1,086
902
1,703
748
2,651
2,077
740
717
889
760
1,099
(322)
12/30/2011
1995
786
804
790
765
761
746
821
712
1,304
808
4,215
3,340
(274)
12/30/2011
2011
(265)
12/30/2011
2010
(261)
12/30/2011
2011
(266)
12/30/2011
2011
(251)
12/30/2011
2011
(246)
12/30/2011
2011
(271)
12/30/2011
2011
(235)
12/30/2011
2011
(445)
12/30/2011
1995
(280)
1/6/2012
2011
(1,276)
1/10/2012
1995
(1,039)
1/19/2012
1998
38,039
(12,526)
1/25/2012
2011
4,646
841
1,070
832
849
939
809
823
(1,334)
1/27/2012
2008
(260)
1/31/2012
2010
(345)
1/31/2012
2011
(273)
1/31/2012
2010
(278)
1/31/2012
2010
(272)
2/1/2012
2012
(263)
2/1/2012
2012
(283)
2/1/2012
2011
Property
City
State
Dollar General
Rio Grande City
TX
FedEx
Blountville
Dollar General
Choudrant
Dollar General
Mangham
TN
LA
LA
Dollar General
Mount Hermon
LA
Dollar General
Monroe
Dollar General
Fayetteville
Dollar General
Ocean Isle
Beach
Dollar General
Vass
Dollar General
Richmond
Dollar General
Danville
Dollar General
Hopewell
Dollar General
Hot Springs
Walgreens
Anderson
Walgreens
Wetumpka
Walgreens
Shereveport
Walgreens
Bryan
FedEx
FedEx
Greenville
Tulsa
Dollar General
Greenfield
Dollar General
Sikeston
Dollar General
Vienna
LA
NC
NC
NC
VA
VA
VA
VA
SC
AL
LA
OH
NC
OK
OH
MO
MO
Dollar General
Lake Charles
LA
Dollar Tree/Family
Dollar
Kerens
General Service
Administration
Grangeville
Dollar General
Gardner
TX
ID
LA
Dollar General
West Monroe
LA
Dollar General
Altamont
Advance Auto Parts
Greenwood
Dollar General
Cadillac
Dollar General
Carleton
FedEx
FedEx
Kokomo
Commerce City
CO
IL
SC
MI
MI
IN
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
300
300
400
400
300
400
300
400
300
500
400
—
—
—
—
—
—
400
—
—
—
—
2,100
—
—
—
—
—
—
—
—
163
562
83
40
94
97
216
341
226
242
155
584
283
835
547
619
219
363
458
110
56
78
102
73
317
138
153
211
210
187
222
186
652
5,056
745
759
842
869
647
633
528
726
621
713
661
3,342
3,102
3,509
4,154
6,903
8,695
986
1,056
704
919
658
6,023
784
869
844
630
747
666
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
27
—
—
—
—
—
—
815
5,618
828
799
936
966
863
974
754
968
776
1,297
944
4,177
3,649
4,128
4,373
7,266
9,153
1,096
1,112
782
1,021
731
6,367
922
1,022
1,055
840
934
888
(236)
2/1/2012
2011
(2,080)
2/3/2012
2009
(270)
2/6/2012
2011
(275)
2/6/2012
2011
(305)
2/6/2012
2009
(314)
2/6/2012
2011
(234)
2/6/2012
2011
(229)
2/6/2012
2011
(191)
2/6/2012
2011
(263)
2/6/2012
2011
(225)
2/6/2012
2011
(258)
2/6/2012
2011
(239)
2/6/2012
2011
(1,291)
2/8/2012
2006
(1,198)
2/22/2012
2007
(1,355)
2/22/2012
2003
(1,605)
2/22/2012
2007
(2,840)
2/22/2012
2006
(3,577)
2/22/2012
2008
(357)
2/23/2012
2011
(382)
2/24/2012
2011
(255)
2/24/2012
2011
(332)
2/29/2012
2012
(238)
2/29/2012
2011
(2,248)
3/5/2012
2007
(282)
3/8/2012
2012
(312)
3/9/2012
1995
(304)
3/9/2012
2012
(227)
3/9/2012
1995
(268)
3/16/2012
2012
(239)
3/16/2012
2011
3,541
3,442
7,169
(1,895)
3/16/2012
2012
6,556
26,224
393
33,173
(10,758)
3/20/2012
2007
F-65
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
CVS
Franklin
Advance Auto Parts
Auburn
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Biloxi
Carriere
Tickfaw
Dollar General
Oran
Dollar Tree/Family
Dollar
FedEx
St Louis
Blauvelt
Dollar General
Soso
Advance Auto Parts
Warren
Dollar General
Como
Dollar General
Gordonville
Rubbermaid
Winfield
Dollar General
Chunchula
Dollar General
Moulton
Dollar General
Nancy
Dollar General
New Iberia
Dollar General
Patterson
Dollar General
Zachary
Citizens Bank
Wilmington
Citizens Bank
Pelham
IN
IN
MS
MS
LA
MO
MO
NY
MS
OH
TX
TX
KS
AL
AL
KY
LA
LA
LA
DE
NH
Dollar General
New Haven
MO
Dollar General
Ozark
MO
Dollar General
LittleRiver
Acdmy
Tire Kingdom
Dublin
Dollar General
Moorhead
Dollar Tree/Family
Dollar
Chalmette
Circle K
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Phoenix
Rangely
Lovelock
Dollar General
Burkeville
General Service
Administration
Fort Worth
Dollar Tree/Family
Dollar
Wells
TX
OH
MS
LA
AZ
CO
NV
VA
TX
NV
—
—
—
—
—
—
—
310
337
310
200
181
83
168
2,787
1,347
575
599
543
747
671
26,100
14,420
26,779
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
116
83
76
38
658
745
683
717
1,056
20,060
174
517
81
315
259
248
299
113
176
190
122
373
107
751
344
66
185
160
477
84
697
1,207
733
736
1,035
743
299
340
702
758
693
1,119
606
615
1,377
593
742
906
4,294
755
F-66
(6)
—
—
—
—
—
(4)
—
—
(2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(4)
—
3,091
1,684
885
799
724
830
835
(1,070)
3/29/2012
1999
(484)
3/29/2012
2007
(207)
3/30/2012
2012
(215)
3/30/2012
2012
(195)
3/30/2012
2011
(269)
3/30/2012
2012
(238)
4/2/2012
2006
41,199
(10,851)
4/5/2012
2012
774
826
759
755
(235)
4/12/2012
2011
(265)
4/12/2012
2003
(244)
4/20/2012
2012
(256)
4/20/2012
2012
21,116
(8,128)
4/25/2012
2008
871
1,724
814
1,051
1,294
991
598
453
878
948
815
1,492
713
1,366
1,721
659
927
1,066
4,767
839
(249)
4/26/2012
2012
(431)
4/26/2012
2012
(262)
4/26/2012
2011
(263)
4/26/2012
2011
(370)
4/26/2012
2011
(265)
4/26/2012
2011
(102)
4/26/2012
1967
(116)
4/26/2012
1983
(251)
4/27/2012
2012
(271)
4/27/2012
2012
(248)
4/27/2012
2012
(434)
4/30/2012
2003
(215)
5/1/2012
2011
(218)
5/3/2012
2011
(489)
5/4/2012
1986
(210)
5/4/2012
2010
(263)
5/4/2012
2012
(321)
5/8/2012
2012
(1,574)
5/9/2012
2010
(268)
5/11/2012
2011
Property
City
State
Dollar General
Lucasville
OH
Dollar General
Durand
Dollar General
Flint
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Gulfport
D'Iberville
General Mills
Geneva
Dollar Tree/Family
Dollar
Caldwell
Walgreens
Las Vegas
FedEx
FedEx
Evansville
Kankakee
MI
MI
MS
MS
IL
TX
NV
IN
IL
Dollar Tree/Family
Dollar
Hawthorne
NV
Big O Tires
Los Lunas
NTW
Morrow
Fresenius Medical Care
Caro
Fresenius Medical Care
Jackson
NM
GA
MI
MI
Fresenius Medical Care
Kings Mills
OH
Dollar General
Birmingham
AL
Dollar General
Pacific
Dollar General
Loudonville
Dollar General
Natchez
Tractor Supply
Negaunee
MO
OH
MS
MI
Dollar General
Springfield
MO
FedEx
Bryan
General Service
Administration
General Service
Administration
Plattsburgh
Mobile
Tractor Supply
Rio Grande
General Service
Administration
Warren
Dollar General
Ash Flat
Dollar General
Flippin
TX
NY
AL
TX
PA
AR
AR
Dollar General
Panama City
FL
Dollar General
Clever
MO
Dollar General
Humansville
MO
Dollar General
Oak Grove
MO
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
6,566
—
—
—
—
—
—
1,948
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
223
181
83
209
241
893
726
743
626
561
7,457
22,371
138
1,528
665
195
191
316
397
92
137
399
156
151
236
166
488
378
1,422
508
268
469
341
44
53
139
136
69
27
552
6,114
2,661
1,103
764
1,265
1,586
1,744
2,603
598
882
853
945
664
1,953
702
4,763
4,572
5,095
1,095
3,114
132
64
312
542
277
106
F-67
—
—
—
—
—
—
387
—
7
176
—
—
—
—
—
6
—
—
—
—
—
—
33
—
49
—
55
24
1
280
—
—
64
1,116
(317)
5/16/2012
2012
907
826
835
802
(257)
5/18/2012
2012
(264)
5/18/2012
2012
(222)
5/21/2012
2012
(199)
5/21/2012
2012
29,828
(8,996)
5/23/2012
1998
1,077
7,642
3,333
1,474
955
1,581
1,983
1,836
2,740
1,003
1,038
1,004
1,181
830
2,441
1,080
6,218
5,080
5,412
1,564
3,510
200
118
731
678
346
197
(205)
5/29/2012
2012
(2,316)
5/30/2012
2009
(1,070)
5/31/2012
1998
(484)
5/31/2012
2003
(269)
6/1/2012
2012
(483)
6/1/2012
2006
(605)
6/5/2012
1992
(538)
6/5/2012
1995
(804)
6/5/2012
1995
(190)
6/5/2012
1995
(311)
6/6/2012
2012
(301)
6/6/2012
2012
(333)
6/6/2012
2012
(234)
6/12/2012
2012
(633)
6/12/2012
2010
(248)
6/14/2012
2012
(1,523)
6/15/2012
1995
(1,664)
6/19/2012
2008
(1,860)
6/19/2012
1995
(355)
6/19/2012
1993
(1,144)
6/19/2012
2008
(48)
6/19/2012
1997
(22)
6/19/2012
1994
(58)
6/19/2012
1987
(191)
6/19/2012
2010
(98)
6/19/2012
2007
(41)
6/19/2012
1999
Property
City
State
Dollar General
Palmyra
Dollar General
Senath
Dollar General
Seneca
Dollar General
St. James
MO
MO
MO
MO
Dollar General
Willow Springs
MO
Advance Auto Parts
Woodbury
Advance Auto Parts
Chapin
General Service
Administration
Gloucester
Dollar General
Melvindale
Fresenius Medical Care
Peru
Walgreens
Walgreens
Eaton
Easley
Advance Auto Parts
Chesterfield
Dollar General
Bergman
Dollar General
Hickory
Dollar General
Stonewall
Dollar General
Stringer
Dollar Tree/Family
Dollar
Eagle Lake
Dollar General
Silsbee
Advance Auto Parts
Pasadena
NJ
SC
VA
MI
IN
OH
SC
SC
AR
MS
MS
MS
TX
TX
TX
Dollar General
New Charlisle
OH
Dollar General
Bangor
Dollar General
East Jordan
Dollar General
Gaylord
FedEx
Humboldt
Dollar General
Mcminnville
Dollar General
Jennings
Fresenius Medical Care
Aurora
MI
MI
MI
TN
TN
MO
IL
Dollar Tree/Family
Dollar
Mountainair
NM
Dollar General
Rush City
MN
Dollar General
Manchester
Dollar General
Keithville
Bojangles
Boone
TN
LA
NC
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,294
—
—
—
—
—
40
61
47
81
24
446
395
287
242
69
398
1,206
131
113
77
116
116
100
43
382
215
173
125
172
239
120
445
287
84
126
114
83
278
225
552
189
244
213
1,784
922
1,628
967
1,305
3,586
3,617
745
639
692
655
655
566
810
1,146
860
691
709
687
4,543
679
826
2,584
752
716
646
750
833
F-68
(3)
—
180
—
48
—
—
8
—
—
—
—
—
—
—
—
—
100
—
—
—
—
—
—
—
—
—
15
—
—
—
—
—
262
613
416
325
285
2,230
1,317
1,923
1,209
1,374
3,984
4,823
876
752
769
771
771
766
853
1,528
1,075
864
834
859
4,782
799
1,271
2,886
836
842
760
833
(79)
6/19/2012
2003
(195)
6/19/2012
2010
(90)
6/19/2012
1962
(86)
6/19/2012
1999
(77)
6/19/2012
2002
(629)
6/20/2012
2007
(325)
6/20/2012
2007
(593)
6/20/2012
1995
(341)
6/26/2012
2012
(403)
6/27/2012
1982
(1,349)
6/27/2012
2008
(1,361)
6/27/2012
2007
(262)
6/27/2012
2008
(224)
7/2/2012
2011
(242)
7/2/2012
2011
(229)
7/2/2012
2011
(229)
7/2/2012
2011
(215)
7/6/2012
2012
(284)
7/6/2012
2012
(401)
7/6/2012
2008
(301)
7/10/2012
2012
(242)
7/10/2012
2012
(248)
7/10/2012
2012
(241)
7/10/2012
2012
(1,799)
7/11/2012
2008
(238)
7/12/2012
2012
(289)
7/13/2012
2012
(796)
7/13/2012
1996
(263)
7/16/2012
2011
(250)
7/25/2012
2012
(226)
7/26/2012
2012
(263)
7/26/2012
2012
1,111
(355)
7/27/2012
1980
Property
City
State
Bojangles
Indian Trail
Bojangles
Morganton
NC
NC
Bojangles
Roanoke Rapids
NC
Bojangles
Bojangles
Clinton
Winder
Bojangles
Dobson
Bojangles
Southport
Scotts Miracle-Gro
Orrville
Scotts Miracle-Gro
Orrville
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Tulsa
Okolona
Winona
Dollar General
Laredo
Walgreens
Lincoln Park
Walgreens
Anderson
West Marine
Deltaville
Fresenius Medical Care
Chicago
Fresenius Medical Care Waukegan
O'Reilly Auto Parts
Oneonta
Dollar General
Belton
Tractor Supply
Gray
CVS
Freeland
Dollar General
Sarepta
Dollar General
Gardendale
SC
GA
NC
NC
OH
OH
OK
MS
MS
TX
MI
IN
VA
IL
IL
AL
MO
LA
PA
LA
AL
Dollar General
Plattsburg
MO
Advance Auto Parts
Granite Falls
NC
Advance Auto Parts
Franklin
OH
Advance Auto Parts
Oklahoma City
OK
Bojangles
Chapin
SC
Williams Sonoma
Olive Branch
MS
Dollar General
Hickory
Dollar General
Tryon
Bed Bath & Beyond
Stockton
NC
NC
CA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
1,217
1,321
1,032
926
1,198
1,004
1,179
1,134
11,576
878
578
585
758
5,896
3,227
2,409
1,764
1,792
460
948
2,202
1,096
743
805
843
1,005
873
1,178
1,071
—
—
—
—
—
—
—
—
—
—
—
—
—
655
566
442
397
645
251
505
611
609
220
64
146
253
5,494
1,041
807
425
588
94
81
105
550
122
131
142
44
251
218
208
577
—
—
—
—
—
—
2,048
—
—
—
—
—
—
—
—
—
—
—
2,330
44,266
89
139
804
789
40,278
2,761
52,454
F-69
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
61
52
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,872
1,887
1,474
1,323
1,843
1,255
1,684
1,745
(520)
7/27/2012
2011
(564)
7/27/2012
2010
(440)
7/27/2012
2011
(395)
7/27/2012
2009
(512)
7/30/2012
2011
(429)
7/30/2012
2010
(503)
7/30/2012
2011
(449)
7/30/2012
1950
12,185
(4,584)
7/30/2012
2006
1,098
(307)
7/30/2012
2012
642
731
1,011
6,937
4,034
2,834
2,352
1,947
593
1,053
2,752
1,218
874
947
887
1,256
1,091
1,386
1,648
(202)
7/31/2012
2012
(205)
7/31/2012
2012
(265)
7/31/2012
2012
(2,204)
7/31/2012
2007
(1,206)
7/31/2012
2001
(843)
7/31/2012
2012
(540)
7/31/2012
1960
(565)
7/31/2012
1980
(162)
8/2/2012
2000
(330)
8/3/2012
2012
(701)
8/7/2012
2011
(407)
8/8/2012
2004
(259)
8/9/2012
2011
(280)
8/9/2012
2012
(293)
8/9/2012
2012
(350)
8/9/2012
2010
(304)
8/9/2012
1984
(410)
8/9/2012
2007
(454)
8/9/2012
2009
46,596
(17,392)
8/10/2012
2001
893
928
(279)
8/13/2012
2012
(274)
8/13/2012
2012
55,215
(20,609)
8/17/2012
2003
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Advance Auto Parts
Houston
Dollar Tree/Family
Dollar
Horn Lake
Dollar General
Doyle
Advance Auto Parts
Inez
Advance Auto Parts
Lakewood
TX
MS
TN
KY
NJ
—
—
—
—
—
837
225
75
130
750
CVS
North Las Vegas
NV
3,268
1,374
Dollar General
Cardwell
MO
Dollar General
Hawk Point
MO
Dollar General
Robertsville
MO
Dollar General
Sikeston
Circle K
Martinez
Dollar General
Covert
Dollar General
Iron River
Dollar General
Negaunee
Dollar General
Roscommon
Dollar General
Chariton
Dollar General
Jacksonville
MO
GA
MI
MI
MI
MI
IA
IL
Dollar General
Gower
MO
Dollar General
Rocky Mount
MO
Dollar General
New Braunfels
TX
Dollar General
Waco
Dollar General
Auburn
Dollar General
Cottonwood
Falls
Dollar General
Erie
Dollar General
Garden City
Dollar General
Harper
Dollar General
Humboldt
Dollar General
Kingman
TX
KS
KS
KS
KS
KS
KS
KS
Dollar General
Medicine Lodge
KS
Dollar General
Minneapolis
Dollar General
Pomona
Dollar General
Sedan
Dollar General
Syracuse
KS
KS
KS
KS
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
89
177
131
144
348
37
86
87
87
165
145
118
88
205
192
42
89
42
136
91
44
142
40
43
42
42
43
685
676
679
1,174
1,750
3,207
805
709
744
819
813
704
777
779
781
934
823
668
789
818
767
801
802
790
771
818
828
804
765
816
796
792
817
F-70
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,522
(238)
8/21/2012
2007
901
754
1,304
2,500
4,581
894
886
875
963
(235)
8/22/2012
2012
(236)
8/22/2012
2012
(408)
8/22/2012
2010
(609)
8/22/2012
2010
(1,190)
8/22/2012
2004
(280)
8/24/2012
2012
(246)
8/24/2012
2012
(259)
8/24/2012
2011
(285)
8/24/2012
2012
1,161
(283)
8/28/2012
2003
741
863
866
868
(245)
8/30/2012
2012
(270)
8/30/2012
2012
(271)
8/30/2012
2012
(271)
8/30/2012
2012
1,099
(325)
8/31/2012
2012
968
786
877
(286)
8/31/2012
2012
(232)
8/31/2012
2012
(275)
8/31/2012
2012
1,023
(284)
8/31/2012
2012
959
843
891
832
907
909
872
946
805
859
838
834
860
(267)
8/31/2012
2012
(278)
8/31/2012
2009
(279)
8/31/2012
2009
(275)
8/31/2012
2009
(268)
8/31/2012
2010
(284)
8/31/2012
2009
(288)
8/31/2012
2010
(280)
8/31/2012
2010
(266)
8/31/2012
2010
(284)
8/31/2012
2010
(277)
8/31/2012
2010
(275)
8/31/2012
2009
(284)
8/31/2012
2010
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar General
Calera
Dollar General
Hartshorne
Dollar General
Lexington
Dollar General
Maud
Dollar General
Maysville
OK
OK
OK
OK
OK
Dollar General
Rush Spring
OK
Dollar General
Bryan
Dollar General
Gladewater
Dollar General
La Marque
Dollar General
Lubbock
TX
TX
TX
TX
Dollar General
Mount Pleasant
TX
Dollar General
Tyler
Dollar General
Carthage
Dollar General
St. Louis
Dollar General
Nashua
TX
IL
MO
IA
Dollar General
Farmington
NM
Dollar General
Morehouse
Dollar General
Sedadia
Dollar General
Edinburg
MO
MO
TX
Dollar General
Marble Hill
MO
Dollar General
Donna
Dollar Tree/Family
Dollar
Warren
Dollar General
Troy
Dollar General
Edina
Dollar General
Belton
Dollar General
Meridian
Dollar General
Meridian
Dollar General
Bryan
Dollar General
Bryan
Dollar Tree/Family
Dollar
Arco
TX
OH
TX
MO
TX
MS
MS
TX
TX
ID
FedEx
Parkersburg
WV
Dollar Tree/Family
Dollar
Gulfport
MS
Dollar General
Kansas CIty
MO
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
136
100
85
76
41
87
185
184
102
267
214
219
48
372
136
269
87
273
136
104
136
170
93
127
145
178
40
148
193
76
193
270
313
770
898
761
688
785
779
740
736
917
801
858
875
908
692
768
807
783
637
769
935
768
681
841
722
821
713
754
840
772
684
3,671
629
731
F-71
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2)
—
—
—
—
—
—
—
—
—
—
—
906
998
846
764
826
866
925
920
1,019
1,068
1,072
1,094
956
1,064
904
1,076
870
910
905
(268)
8/31/2012
2010
(312)
8/31/2012
2010
(265)
8/31/2012
2010
(239)
8/31/2012
2010
(273)
8/31/2012
2010
(271)
8/31/2012
2010
(257)
8/31/2012
2009
(256)
8/31/2012
2009
(319)
8/31/2012
2010
(278)
8/31/2012
2010
(298)
8/31/2012
2009
(304)
8/31/2012
2010
(316)
8/31/2012
2012
(241)
8/31/2012
2012
(265)
9/6/2012
2012
(279)
9/6/2012
2012
(270)
9/7/2012
2012
(220)
9/7/2012
2012
(266)
9/7/2012
2012
1,039
(323)
9/11/2012
2012
904
849
934
849
966
891
794
988
965
760
3,864
899
1,044
(265)
9/11/2012
2012
(235)
9/11/2012
2012
(290)
9/12/2012
2012
(249)
9/13/2012
2012
(283)
9/13/2012
2012
(246)
9/13/2012
2011
(260)
9/13/2012
2011
(290)
9/14/2012
2012
(267)
9/14/2012
2012
(236)
9/18/2012
2012
(1,431)
9/20/2012
2012
(217)
9/20/2012
2012
(253)
9/21/2012
2012
Property
City
State
Dollar General
Lexington
IL
Dollar General
Lebanon
MO
Dollar Tree/Family
Dollar
Silver Spring
NV
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Montgomery
Tuscaloosa
Jacksonville
Orlando
Orlando
Plant City
St. Augustine
Albany
Atlanta
Augusta
Columbus
Decatur
Macon
AL
AL
FL
FL
FL
FL
FL
GA
GA
GA
GA
GA
GA
Milledgeville
GA
Snellville
Gulfport
Pearl
Chattanooga
Knoxville
GA
MS
MS
TN
TN
IL
MO
MO
TX
TX
TX
LA
Dollar General
Marion
Dollar General
Lebanon
Dollar General
Ozark
Dollar General
Weslaco
Dollar General
San Leon
Dollar General
Kyle
Dollar General
Converse
Dollar General
St. Louis
MO
Mattress Firm
Nederland
Dollar General
Jonesville
TX
LA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
100
278
202
259
206
574
372
669
355
411
309
166
365
622
94
325
261
466
215
426
336
369
153
177
149
215
87
132
84
260
311
103
899
835
808
1,036
1,165
574
372
446
533
411
721
664
851
934
533
759
609
466
861
638
784
246
867
708
842
862
786
747
756
606
1,245
929
F-72
—
—
—
—
454
—
125
—
—
125
—
—
—
—
—
—
—
(602)
(792)
—
—
(375)
—
—
—
—
—
—
—
—
140
—
999
1,113
1,010
1,295
1,825
1,148
869
1,115
888
947
1,030
830
1,216
1,556
627
1,084
870
330
284
1,064
1,120
240
1,020
885
991
(310)
9/21/2012
2012
(288)
9/21/2012
2012
(279)
9/21/2012
2012
(437)
9/21/2012
1964
(311)
9/21/2012
1976
(242)
9/21/2012
1990
(173)
9/21/2012
1994
(188)
9/21/2012
1995
(225)
9/21/2012
2012
(190)
9/21/2012
2012
(304)
9/21/2012
1962
(280)
9/21/2012
1973
(359)
9/21/2012
1979
(394)
9/21/2012
1977
(225)
9/21/2012
1965
(320)
9/21/2012
1962
(257)
9/21/2012
2011
—
9/21/2012
1981
—
9/21/2012
2011
(269)
9/21/2012
1976
(331)
9/21/2012
2010
—
9/21/2012
1970
(299)
9/24/2012
1995
(244)
9/24/2012
2012
(291)
9/24/2012
2012
1,077
(298)
9/24/2012
2012
873
879
840
866
1,696
1,032
(272)
9/25/2012
2012
(258)
9/26/2012
2012
(261)
9/26/2012
2012
(209)
9/26/2012
2012
(432)
9/26/2012
1997
(321)
9/27/2012
2012
Property
City
State
Dollar General
Caruthersville
MO
Dollar General
Jackson
Price Rite
Rochester
Circle K
FedEx
FedEx
FedEx
Akron
Omak
Wenatchee
Hazard
Scotts Miracle-Gro
Orrville
FedEx
Quincy
Citizens Bank
Colchester
Citizens Bank
Deep River
Citizens Bank
East Lyme
Citizens Bank
Montville
Citizens Bank
Stonington
Citizens Bank
Malden
Citizens Bank
Medford
Citizens Bank
Randolph
Citizens Bank
Somerville
Citizens Bank
Dallas
MS
NY
OH
WA
WA
KY
OH
IL
CT
CT
CT
CT
CT
MA
MA
MA
MA
PA
Citizens Bank
Mechanicsburg
PA
Citizens Bank
Mount Lebanon
PA
Citizens Bank
West Hazleton
PA
Kum & Go
Paragould
Kum & Go
Sherwood
CVS
CVS
CVS
Alpharetta
Vidalia
Nashville
Iron Mountain
Columbus
AR
AR
GA
GA
TN
OH
Dollar General
Buchanan Dam
TX
Dollar Tree/Family
Dollar
Brookston
Walgreens
Memphis
IN
TN
Dollar General
Berkeley
MO
Dollar General
Canyon Lake
TX
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
3,080
—
—
—
—
—
—
—
—
—
—
—
1,697
1,194
1,383
—
—
1,620
1,577
—
—
—
—
—
—
—
—
—
—
—
—
98
198
569
675
252
266
215
278
371
185
453
258
413
190
484
589
480
561
213
288
215
279
708
866
572
368
203
405
145
126
896
132
149
878
793
3,594
1,254
1,425
2,393
4,085
2,502
2,101
1,049
1,812
1,032
2,342
1,079
1,935
1,094
1,439
561
1,205
2,590
1,939
2,509
2,123
1,609
858
1,105
1,148
3,642
820
715
2,687
748
843
F-73
—
—
—
—
—
—
—
—
3,011
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
141
76
82
1,264
—
—
—
—
—
976
991
4,163
1,929
1,677
2,659
4,300
2,780
5,483
1,234
2,265
1,290
2,755
1,269
2,419
1,683
1,919
1,122
1,418
2,878
2,154
2,788
2,831
2,475
1,571
1,549
1,433
5,311
965
841
(303)
9/27/2012
2012
(274)
9/27/2012
2011
(1,365)
9/27/2012
1965
(433)
9/27/2012
1996
(556)
9/27/2012
2012
(933)
9/27/2012
2012
(1,592)
9/28/2012
2012
(975)
9/28/2012
1950
(1,366)
9/28/2012
2012
(347)
9/28/2012
2012
(600)
9/28/2012
1851
(342)
9/28/2012
1972
(775)
9/28/2012
1984
(357)
9/28/2012
1984
(641)
9/28/2012
1988
(362)
9/28/2012
1938
(477)
9/28/2012
1979
(186)
9/28/2012
1940
(399)
9/28/2012
1949
(858)
9/28/2012
1900
(642)
9/28/2012
1960
(831)
9/28/2012
1900
(733)
9/28/2012
2012
(556)
9/28/2012
2012
(315)
9/28/2012
1994
(408)
9/28/2012
2000
(425)
9/28/2012
1996
(1,550)
9/28/2012
1954
(283)
9/28/2012
2012
(245)
10/1/2012
2012
3,583
(984)
10/2/2012
2003
880
992
(257)
10/9/2012
2012
(289)
10/12/2012
2012
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar General
Donna
O'Reilly Auto Parts
Laramie
FedEx
Yuma
General Mills
Fort Wayne
Advance Auto Parts
Alton
Dollar General
San Antonio
Dollar General
San Antonio
Dollar Tree/Family
Dollar
Avinger
Dollar General
Elmendorf
Dollar Tree/Family
Dollar
St. Louis
Dollar General
Estherville
TX
WY
AZ
IN
TX
TX
TX
TX
TX
MO
IA
GA
Krystal
FedEx
FedEx
East Point
Independence
KS
Ottumwa
IA
Dollar General
Marionville
MO
Dollar General
Flint
National Tire & Battery
St. Louis
Rite Aid
Louisville
CVS
New Castle
Mattress Firm
Columbus
Kum & Go
Tioga
CVS
Henrietta
Walgreens
Cordova
Dollar Tree/Family
Dollar
FedEx
Lenox
Chico
Cracker Barrel
Braselton
Cracker Barrel
Bremen
Cracker Barrel
Mebane
Cracker Barrel
Emporia
Cracker Barrel
Woodstock
Rite Aid
Rite Aid
Marion
Lima
Walgreens
Clinton
MI
MO
OH
PA
IN
ND
NY
TN
GA
CA
GA
GA
NC
VA
VA
OH
OH
MI
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,935
2,677
2,514
2,435
2,262
—
—
—
200
144
—
799
1,297
2,076
2,533
48,130
169
252
222
40
94
445
226
221
114
205
89
91
756
576
412
157
318
965
1,005
90
308
1,294
1,012
1,106
972
928
508
576
1,463
958
756
888
761
847
1,038
903
664
2,166
2,552
797
820
924
3,266
2,337
891
2,863
1,180
2,345
809
2,776
2,403
2,361
2,054
2,267
2,164
2,877
2,304
3,413
F-74
—
—
—
—
(3)
—
—
—
—
—
—
—
—
2,749
—
—
—
—
49
—
—
63
—
—
242
—
—
—
—
—
—
—
153
999
1,441
2,076
(274)
10/12/2012
2012
(445)
10/12/2012
1999
(815)
10/17/2012
2011
50,663
(18,613)
10/18/2012
2012
1,124
1,008
1,110
801
941
1,483
1,129
885
2,280
5,506
886
911
1,680
3,842
2,798
1,048
3,181
2,208
3,350
899
3,326
3,697
3,373
3,160
3,239
3,092
3,385
2,880
5,029
(328)
10/18/2012
2006
(259)
10/22/2012
2012
(305)
10/22/2012
2012
(261)
10/22/2012
2012
(291)
10/23/2012
2012
(356)
10/23/2012
2012
(310)
10/25/2012
2012
(278)
10/26/2012
1984
(838)
10/30/2012
2012
(1,345)
10/30/2012
2012
(273)
10/31/2012
2012
(281)
10/31/2012
2012
(342)
10/31/2012
1998
(1,196)
10/31/2012
2008
(857)
10/31/2012
1999
(304)
11/6/2012
1964
(975)
11/8/2012
2012
(431)
11/8/2012
1997
(853)
11/9/2012
2002
(276)
11/9/2012
2012
(1,075)
11/9/2012
2006
(1,001)
11/13/2012
2005
(984)
11/13/2012
2006
(856)
11/13/2012
2004
(945)
11/13/2012
2004
(902)
11/13/2012
2005
(1,046)
11/13/2012
2006
(838)
11/13/2012
2006
(1,247)
11/13/2012
2002
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Vacant
Warsaw
Dollar Tree/Family
Dollar
Kiln
Dollar Tree/Family
Dollar
Gulfport
NC
MS
MS
1,428
(1,343)
—
—
—
75
106
218
650
654
AON
Lincolnshire
IL
92,517
5,336
124,777
Dollar General
Cedar Creek
TX
Dollar General
Lacy Lakeview
TX
7-Eleven
Sarasota
Dollar General
Beeville
Kum & Go
Bentonville
Kum & Go
Kum & Go
Lowell
Rogers
Kum & Go
Ottumwa
FL
TX
AR
AR
AR
IA
DaVita Dialysis
Federal Way
WA
GE Aviation
Auburn
Dollar General
Doyline
Dollar Tree/Family
Dollar
Detroit
Rubbermaid
Winfield
Advance Auto Parts
Sweetwater
Bojangles
Biscoe
AL
LA
MI
KS
TN
NC
Bojangles
Moncks Corner
SC
Bojangles
Walterboro
Tractor Supply
Plymouth
SC
NH
CVS
FedEx
Mechanicsburg
PA
Roseville
MN
Walgreens
Jeffersonville
IN
Walgreens
Lawrenceburg
KY
Walgreens
Lexington
Walgreens
Paris
Walgreens
Scottsville
Walgreens
Stanford
KY
KY
KY
KY
Walgreens
Huntington
WV
Dollar General
Maynard
Dollar General
Wooster
AR
AR
—
—
—
—
—
—
—
—
17,751
24,133
—
—
—
—
—
—
—
2,074
—
—
—
—
—
—
—
—
—
—
—
291
146
1,312
90
587
774
668
586
1,929
1,627
88
130
819
360
247
505
454
424
1,155
1,462
824
567
—
743
153
152
964
73
74
680
826
1,312
810
1,370
1,437
1,559
1,368
22,357
30,920
793
1,169
15,555
839
986
1,179
1,363
2,430
3,465
8,282
2,472
2,267
1,943
2,228
2,904
2,886
2,250
654
664
F-75
160
756
872
— 11/13/2012
2003
(222)
11/14/2012
2012
(223)
11/15/2012
2012
130,113
(43,198)
11/16/2012
1998
971
972
2,624
900
1,905
2,184
2,227
1,954
(232)
11/16/2012
2012
(281)
11/16/2012
2012
(447)
11/19/2012
2000
(276)
11/19/2012
2012
(467)
11/20/2012
2009
(490)
11/20/2012
2009
(531)
11/20/2012
2008
(466)
11/20/2012
1998
24,286
(8,894)
11/21/2012
2000
32,555
(9,913)
11/21/2012
1995
881
1,299
(270)
11/27/2012
2012
(398)
11/27/2012
2011
16,374
(5,967)
11/28/2012
2012
1,199
1,233
1,684
1,817
2,869
4,620
9,744
3,296
2,834
1,943
2,971
3,057
3,038
3,214
727
738
(286)
11/29/2012
2006
(411)
11/29/2012
2010
(491)
11/29/2012
2010
(568)
11/29/2012
2010
(750)
11/29/2012
2011
(1,260)
11/29/2012
2008
(3,177)
11/30/2012
2012
(899)
11/30/2012
2008
(825)
11/30/2012
2008
(707)
11/30/2012
2007
(811)
11/30/2012
2008
(1,056)
11/30/2012
2007
(1,050)
11/30/2012
2009
(819)
11/30/2012
2008
(221)
12/4/2012
1995
(225)
12/4/2012
1995
—
—
—
—
—
—
—
(52)
(27)
—
—
—
8
—
—
—
—
—
—
—
15
—
—
—
—
—
—
—
—
—
—
—
Property
City
State
Mattress Firm
Florence
Dollar Tree/Family
Dollar
Chireno
Advance Auto Parts
Bardstown
SC
TX
KY
Advance Auto Parts
Brandenburg
KY
Advance Auto Parts
Hardinsburg
KY
Advance Auto Parts
Leitchfield
KY
Advance Auto Parts
Titusville
Dollar Tree/Family
Dollar
Oakhurst
Walgreens
Troy
Vacant
Greenville
Dollar General
St. Louis
Citizens Bank
Keene
Citizens Bank
Fairlawn
Citizens Bank
Altoona
Citizens Bank
Dillsburg
Vacant
Matamoras
Citizens Bank
Mercer
Citizens Bank
Milford
Citizens Bank
Oakmont
Vacant
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Citizens Bank
Tyrone
Citizens Bank
Upper Darby
PA
TX
MI
NC
MO
NH
OH
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
Citizens Bank
Middlebury
VT
US Bank
Orland Hills
IL
Citizens Bank
Milton
MA
Vacant
Vacant
Highspire
Pitcairn
Citizens Bank
Pittsburgh
Citizens Bank
Pittsburgh
Vacant
Pittsburgh
PA
PA
PA
PA
PA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
1,885
1,885
—
—
—
—
—
—
—
—
—
2,262
—
—
—
2,646
2,244
—
—
1,244
918
—
398
50
272
186
94
104
207
36
—
1,085
445
132
511
153
232
509
105
513
199
185
389
146
470
146
411
363
1,253
619
216
46
516
196
255
929
943
1,090
742
845
939
1,172
683
1,896
1,085
1,039
2,511
2,045
459
926
946
314
769
1,127
1,051
1,168
2,770
2,661
583
617
544
2,327
2,476
649
867
1,204
1,110
1,019
F-76
32
—
234
—
—
(5)
—
—
3
(1,322)
—
—
—
—
—
(1,435)
(239)
—
—
(871)
—
(1,726)
—
—
—
—
—
—
(815)
(908)
—
—
—
1,359
993
1,596
928
939
1,038
1,379
719
1,899
848
1,484
2,643
2,556
612
1,158
20
180
1,282
1,326
365
1,557
1,190
3,131
729
1,028
907
3,580
3,095
50
5
1,720
1,306
1,274
(314)
12/7/2012
2012
(319)
12/10/2012
2012
(375)
12/10/2012
2005
(251)
12/10/2012
2005
(286)
12/10/2012
2007
(315)
12/10/2012
2005
(397)
12/12/2012
2010
(231)
12/12/2012
2012
(985)
12/12/2012
2000
(14)
12/12/2012
2012
(352)
12/14/2012
2012
(814)
12/14/2012
1900
(663)
12/14/2012
1979
(149)
12/14/2012
1971
(300)
12/14/2012
1935
— 12/14/2012
1920
(1)
12/14/2012
1964
(249)
12/14/2012
1981
(366)
12/14/2012
1967
— 12/14/2012
1960
(379)
12/14/2012
1940
(52)
12/14/2012
1900
(863)
12/14/2012
1979
(189)
12/14/2012
1967
(200)
12/14/2012
1966
(176)
12/14/2012
1969
(754)
12/14/2012
1995
(803)
12/14/2012
1968
— 12/14/2012
1974
— 12/14/2012
1985
(390)
12/14/2012
1970
(360)
12/14/2012
1980
(330)
12/14/2012
1970
Property
City
State
Citizens Bank
Pittsburgh
Vacant
Reading
PA
PA
Dollar General
Mount Morris
IL
Dollar General
Melrose
MN
Dollar General
Montgomery
MN
Dollar General
Blessing
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Barryton
Tustin
Dollar General
Wakefield
Hanesbrands
Rural Hall
Walgreens
Columbia
Kum & Go
Fountain
Kum & Go
Monument
7-Eleven
Gloucester
7-Eleven
Hampton
7-Eleven
Hampton
TX
MI
MI
MI
NC
MS
CO
CO
VA
VA
VA
Dollar General
Springfield
MN
Dollar General
Corpus Christi
TX
Kum & Go
Cheyenne
WY
Advance Auto Parts
Calera
Kum & Go
Muscatine
AL
IA
Advance Auto Parts
St. Mary's
WV
Academy Sports +
Outdoors
Fayetteville
AR
Citizens Bank
N. Providence
RI
DaVita Dialysis
Allen Park
MI
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Montgomery
AL
Charlotte
Charlotte
Charlotte
Charlotte
Conover
Cornelius
Lincolnton
NC
NC
NC
NC
NC
NC
NC
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
268
267
97
96
87
83
32
33
88
2,413
802
877
863
783
745
599
633
794
—
(820)
—
—
—
—
—
—
—
2,681
(782)
12/14/2012
1970
249
974
959
870
828
631
666
882
— 12/14/2012
1970
(297)
12/17/2012
2012
(292)
12/17/2012
2012
(265)
12/17/2012
2012
(252)
12/18/2012
2012
(203)
12/18/2012
2012
(214)
12/18/2012
2012
(269)
12/19/2012
2012
17,990
1,082
22,565
(202)
23,445
(8,911)
12/21/2012
1989
—
—
—
—
—
—
—
—
—
—
—
—
7,290
1,445
—
—
—
—
—
—
—
—
—
452
1,131
1,192
144
69
161
88
270
411
723
794
309
1,900
200
209
526
1,332
1,667
1,191
1,070
1,144
1,847
1,766
4,072
1,696
1,457
578
624
644
795
809
2,327
723
1,853
928
7,601
1,800
1,885
1,228
1,332
417
1,787
1,308
936
2,258
2,159
F-77
—
—
—
—
—
—
—
—
—
—
—
—
—
—
151
—
—
—
—
—
—
—
—
4,524
2,827
2,649
722
693
805
883
1,079
2,738
1,446
2,647
1,237
9,501
2,000
2,245
1,754
2,664
2,084
2,978
2,378
2,080
4,105
3,925
(1,471)
12/21/2012
2011
(574)
12/24/2012
2012
(493)
12/24/2012
2012
(195)
12/24/2012
1985
(211)
12/24/2012
1986
(218)
12/24/2012
1959
(269)
12/26/2012
2012
(274)
12/26/2012
2012
(787)
12/27/2012
2012
(245)
12/27/2012
2008
(627)
12/27/2012
2012
(314)
12/28/2012
2007
(3,046)
12/28/2012
2012
(584)
12/31/2012
1971
(618)
12/31/2012
1955
(415)
12/31/2012
1998
(451)
12/31/2012
2004
(141)
12/31/2012
1982
(604)
12/31/2012
1987
(443)
12/31/2012
1997
(317)
12/31/2012
1998
(764)
12/31/2012
1999
(730)
12/31/2012
2000
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Pantry Gas &
Convenience
Matthews
Thomasville
Fort Mill
DaVita Dialysis
Beeville
Advance Auto Parts
Albany
Advance Auto Parts
Hazlehurst
Advance Auto Parts
Hinesville
NC
NC
SC
TX
GA
GA
GA
Advance Auto Parts
Thomasville
GA
Advance Auto Parts
Dothan
Advance Auto Parts
Enterprise
Advance Auto Parts
Perry
Advance Auto Parts
Cairo
Synovus Bank
Tampa
Advance Auto Parts
Springfield
Dollar General
Center Point
Dollar General
Roodhouse
Dollar General
Savanna
AL
AL
GA
GA
FL
OH
IA
IL
IL
Dollar General
Caulfield
MO
Dollar General
Adkins
Dollar Tree/Family
Dollar
Somerville
Dollar Tree/Family
Dollar
Pulaski
Mattress Firm
Bountiful
TX
TX
IL
UT
Dollar General
McMechen
WV
Dollar General
Virginia
Dollar General
Cowen
Orora
US Bank
Alhambra
Chicago
Heights
Walgreens
Acworth
MN
WV
CA
IL
GA
Ameriprise
Ashwaubenon
WI
10,998
Dollar Tree/Family
Dollar
Hattiesburg
MS
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
66
104
72
(30)
(8)
50
67
29
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,799
2,611
3,278
1,978
905
668
854
598
644
750
763
495
3,283
1,536
908
1,036
1,366
928
1,046
874
619
(616)
12/31/2012
1987
(486)
12/31/2012
2000
(665)
12/31/2012
1988
(608)
12/31/2012
1979
(215)
12/31/2012
1995
(155)
12/31/2012
1998
(147)
12/31/2012
1994
(122)
12/31/2012
1997
(109)
12/31/2012
1997
(142)
12/31/2012
1995
(166)
12/31/2012
1994
(107)
12/31/2012
1993
(745)
12/31/2012
1959
(364)
12/31/2012
2005
(261)
12/31/2012
2012
(281)
12/31/2012
2012
(370)
12/31/2012
2012
(267)
12/31/2012
2012
(301)
12/31/2012
2012
(251)
12/31/2012
2012
(199)
12/31/2012
2012
2,103
(462)
12/31/2012
2012
910
978
979
(275)
1/9/2013
2012
(279)
1/14/2013
2012
(263)
1/16/2013
2012
15,873
(3,295)
1/24/2013
1966
1,819
4,523
(527)
1/24/2013
1996
(1,055)
1/25/2013
2012
15,011
(4,285)
1/25/2013
2000
899
(226)
1/30/2013
2012
980
1,175
1,311
99
210
113
352
251
326
280
209
140
985
461
136
207
273
139
157
131
31
736
91
147
196
7,143
182
1,583
751
225
1,819
1,436
1,967
1,879
629
451
430
377
326
420
487
326
2,298
1,075
772
829
1,093
789
889
743
588
1,367
819
831
783
8,730
1,637
2,940
14,260
674
F-78
Property
City
State
Walgreens
Chicago
Dollar Tree/Family
Dollar
Chimayo
IL
NM
Fresenius Medical Care
Bossier City
LA
Walgreens
Chicago
Dollar General
Ottumwa
Dollar General
Olivia
Dollar General
Victoria
Dollar General
Donna
Rubbermaid
Brimfield
Mattress Firm
Rogers
IL
IA
MN
TX
TX
OH
AR
CVS
Shippensburg
PA
Mattress Firm
Evansville
IN
Dollar General
Eldon
MO
Dollar General
New Braunfels
TX
Dollar General
San Antonio
Dollar General
Skidmore
Dollar General
De Soto
Stripes
Stripes
Stripes
Stripes
Andrews
La Feria
Pharr
Rio Hondo
Dollar General
Osceola
Academy Sports +
Outdoors
Dalton
TX
TX
MO
TX
TX
TX
TX
MO
GA
BJ's Wholesale Club
North Canton
OH
Dollar Tree/Family
Dollar
Kemmerer
WY
Idaho Guns & Outdoors
Boise
US Bank
Westchester
Dollar Tree/Family
Dollar
Toledo
FedEx
Wendover
Dollar General
Camden
Dollar General
Manchester
Dollar General
Manistique
ID
IL
OH
NV
MI
MI
MI
Dollar General
Mount Morris
MI
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,965
6,787
—
—
—
—
—
—
—
—
—
1,212
2,829
158
120
632
682
1,617
3,003
143
98
91
145
812
884
817
820
1,552
29,495
321
351
117
52
95
163
90
101
406
219
281
293
93
998
456
45
335
366
306
262
138
213
155
110
1,284
1,988
2,227
986
855
926
811
912
2,302
1,970
2,531
2,640
835
5,656
8,668
853
1,339
853
917
1,483
781
853
876
988
F-79
198
(15)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
422
—
39
—
—
—
—
—
—
—
4,239
(1,015)
1/30/2013
1999
775
802
(210)
1/30/2013
2009
(199)
1/30/2013
2008
4,620
(1,077)
1/30/2013
2007
955
982
908
965
(273)
1/31/2013
2012
(297)
1/31/2013
2012
(275)
1/31/2013
2013
(276)
1/31/2013
2012
31,047
(11,134)
1/31/2013
2012
1,605
2,339
2,344
1,038
950
1,089
901
1,013
2,708
2,189
2,812
2,933
928
6,654
9,546
898
1,713
1,219
1,223
1,745
919
1,066
1,031
1,098
(428)
2/6/2013
2012
(708)
2/8/2013
2002
(743)
2/11/2013
1995
(329)
2/14/2013
2013
(285)
2/14/2013
2013
(309)
2/14/2013
2013
(271)
2/14/2013
2013
(304)
2/14/2013
2013
(768)
2/15/2013
2008
(657)
2/15/2013
2008
(845)
2/15/2013
1995
(881)
2/15/2013
2008
(279)
2/19/2013
2012
(2,244)
2/20/2013
2012
(3,481)
2/20/2013
1998
(285)
2/22/2013
2013
(447)
2/22/2013
2013
(273)
2/22/2013
1986
(306)
2/25/2013
2012
(555)
2/25/2013
2012
(260)
2/27/2013
2013
(285)
2/27/2013
2013
(292)
2/27/2013
2012
(330)
2/27/2013
2012
Property
City
State
Dollar General
Rapid City
Dollar General
Romulus
Advance Auto Parts
Birmingham
Advance Auto Parts
Birmingham
Advance Auto Parts
Fort Wayne
Advance Auto Parts
Fort Wayne
MI
MI
AL
AL
IN
IN
Advance Auto Parts
Chambersburg
PA
Bojangles
Greenwood
SC
CVS
CVS
CVS
CVS
Harper Woods
MI
Detroit
MI
Stockbridge
GA
Greenville
Fresenius Medical Care
Dallas
Dollar General
Aurora
Dollar General
Belton
Tractor Supply
Los Banos
SC
TX
MO
TX
CA
Walgreens
Aibonito Pueblo
PR
Dollar General
Holly Hill
Dollar General
San Antonio
Advance Auto Parts
Kenosha
TD Bank
Falmouth
Mattress Firm
Knoxville
FedEx
Waterloo
SunTrust Bank
Dunedin
SunTrust Bank
Dunnellon
SunTrust Bank
North Port
SunTrust Bank
Plant City
SunTrust Bank
Port Orange
SunTrust Bank
Port Orange
SunTrust Bank
West Palm
Beach
SunTrust Bank
Dunwoody
SunTrust Bank
Jesup
SunTrust Bank
St. Simons
Island
SC
TX
WI
ME
TN
IA
FL
FL
FL
FL
FL
FL
FL
GA
GA
GA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,468
5,695
1,983
—
—
179
199
330
455
193
200
553
440
499
270
855
169
377
98
89
1,213
1,855
259
239
569
716
794
494
373
450
371
830
1,320
2,829
2,427
1,283
1,520
1,132
881
804
3,638
5,566
2,333
956
465
—
—
—
58
—
—
—
—
(2,038)
(2,234)
—
—
80
—
—
—
—
—
—
—
895
993
824
886
643
571
1,383
1,760
1,290
463
2,138
1,689
1,589
979
893
4,851
7,421
2,592
1,195
1,034
(239)
2/27/2013
2012
(265)
2/27/2013
2011
(165)
2/28/2013
1999
(127)
2/28/2013
1997
(150)
2/28/2013
1998
(124)
2/28/2013
1998
(277)
2/28/2013
1997
(540)
2/28/2013
2011
(10)
2/28/2013
1999
—
2/28/2013
1999
(457)
2/28/2013
1998
(541)
2/28/2013
1997
(319)
2/28/2013
1958
(294)
2/28/2013
2013
(268)
2/28/2013
2013
(1,097)
2/28/2013
2009
(1,969)
3/5/2013
2012
(773)
3/6/2013
2013
(317)
3/11/2013
2013
(154)
3/13/2013
2004
19,607
4,057
23,689
307
28,053
(7,005)
3/18/2013
2002
—
—
—
—
—
—
—
—
—
—
—
—
586
152
479
82
460
751
590
563
1,026
1,784
184
1,363
1,088
2,882
1,917
463
1,381
1,753
1,095
1,314
1,026
1,460
1,657
734
F-80
—
—
—
—
—
—
—
—
—
—
—
—
1,674
3,034
2,396
545
1,841
2,504
1,685
1,877
2,052
3,244
1,841
2,097
(360)
3/19/2013
2012
(1,070)
3/22/2013
2006
(608)
3/22/2013
1995
(147)
3/22/2013
1980
(438)
3/22/2013
1982
(556)
3/22/2013
2000
(347)
3/22/2013
1989
(417)
3/22/2013
1982
(325)
3/22/2013
1981
(463)
3/22/2013
1972
(526)
3/22/2013
1964
(233)
3/22/2013
1975
Property
City
State
Encumbrances at
December 31,
2019
Initial Costs (1)
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
SunTrust Bank
Ellicott City
MD
SunTrust Bank
Waldorf
MD
SunTrust Bank
Belmont
SunTrust Bank
Matthews
SunTrust Bank
Mocksville
SunTrust Bank
Raleigh
SunTrust Bank
Chattanooga
SunTrust Bank
Madison
SunTrust Bank
Cheriton
SunTrust Bank
Lynchburg
SunTrust Bank
Richmond
Dollar General
DeSoto
Dollar General
Mission
Dollar Tree/Family
Dollar
Lovelady
DaVita Dialysis
Osceola
Kohl's
Howell
Kum & Go
Waukee
Dollar General
Presidio
DaVita Dialysis
Cincinnati
DaVita Dialysis
Georgetown
NC
NC
NC
NC
TN
TN
VA
VA
VA
IL
TX
TX
AR
MI
IA
TX
OH
OH
Mattress Firm
Spokane
WA
Qdoba Mexican Grill
Flint
Qdoba Mexican Grill
Grand Blanc
Vacant
Wilmington
Walgreens
Las Piedras
MI
MI
NC
PR
Mattress Firm
Spokane
WA
Hy-Vee
Vermillion
SD
Dollar Tree/Family
Dollar
CVS
Kimberly
St. Cloud
SunTrust Bank
Coral Springs
SunTrust Bank
Destin
Osceola Regional
Medical Ctr.
Kissimmee
SunTrust Bank
Lakeland
ID
FL
FL
FL
FL
FL
Land
1,728
523
616
382
978
658
223
286
90
251
277
138
158
82
137
547
1,280
72
219
125
511
110
165
412
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,705
—
—
—
—
—
—
—
—
5,293
1,726
—
2,922
—
409
409
219
2,626
1,534
—
—
—
—
654
572
1,167
598
F-81
931
2,962
924
382
2,933
658
1,263
1,143
510
466
416
784
894
740
1,232
10,399
1,280
1,370
878
706
1,582
990
935
1,257
5,179
1,685
3,684
657
1,875
1,525
1,717
778
1,110
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
55
(1)
—
—
—
(831)
—
—
—
—
79
—
—
(1,084)
—
2,659
3,485
1,540
764
3,911
1,316
1,486
1,429
600
717
693
922
1,052
822
1,369
(295)
3/22/2013
1975
(940)
3/22/2013
1964
(293)
3/22/2013
1970
(121)
3/22/2013
1971
(931)
3/22/2013
2000
(209)
3/22/2013
1977
(401)
3/22/2013
1953
(363)
3/22/2013
1953
(162)
3/22/2013
1975
(148)
3/22/2013
1973
(132)
3/22/2013
1959
(260)
3/26/2013
2013
(296)
3/27/2013
2013
(245)
3/27/2013
2012
(354)
3/28/2013
2009
10,946
(4,105)
3/28/2013
2003
2,560
1,442
1,152
830
2,093
1,100
1,100
838
6,905
2,094
4,093
876
3,488
2,179
2,289
861
1,708
(424)
3/28/2013
2012
(454)
3/28/2013
2013
(258)
3/28/2013
2008
(202)
3/28/2013
2009
(538)
3/28/2013
2013
(403)
3/29/2013
2006
(380)
3/29/2013
2006
—
3/29/2013
2013
(1,819)
4/3/2013
2012
(567)
4/4/2013
2013
(1,447)
4/8/2013
1986
(216)
4/10/2013
2013
(662)
4/12/2013
2002
(481)
4/12/2013
1996
(541)
4/12/2013
1998
(13)
4/12/2013
1981
(350)
4/12/2013
1988
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Vacant
Melbourne
SunTrust Bank
Palm Harbor
SunTrust Bank
S. Daytona
Beach
SunTrust Bank
Atlanta
SunTrust Bank
Atlanta
SunTrust Bank
Carrboro
SunTrust Bank
Concord
SunTrust Bank
Durham
SunTrust Bank
Greensboro
SunTrust Bank
Lexington
SunTrust Bank
Nashville
SunTrust Bank
Nashville
Vacant
Norfolk
SunTrust Bank
Petersburg
SunTrust Bank
Richmond
FL
FL
FL
GA
GA
NC
NC
NC
NC
NC
TN
TN
VA
VA
VA
Advance Auto Parts
Barbourville
KY
Advance Auto Parts
West Liberty
KY
Advance Auto Parts
Manistee
Tractor Supply
Oneonta
FedEx
Des Moines
MI
AL
IA
The Vitamin Shoppe
Evergreen Park
IL
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Krystal
Huntsville
Huntsville
Montgomery
Montgomery
Valley
AL
AL
AL
AL
AL
Vestavia Hills
AL
Corinth
MS
Chattanooga
TN
Lawrenceburg
TN
Memphis
Memphis
TN
TN
Murfreesboro
TN
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
464
535
592
1,018
1,435
512
707
747
403
447
1,392
1,249
1,099
1,527
478
512
707
1,388
748
831
1,598
1,308
613
656
102
224
194
249
348
359
733
476
348
352
303
502
297
342
279
440
304
257
181
465
613
437
306
2,012
1,098
996
1,043
1,438
1,361
1,427
811
654
562
613
694
513
652
659
709
1,029
723
698
F-82
(1,131)
—
—
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
57
183
—
—
125
(570)
—
125
—
125
—
—
—
—
—
725
1,784
1,691
2,545
1,913
1,024
1,414
2,135
1,151
1,278
2,906
1,226
1,096
408
2,236
1,292
1,245
1,391
1,854
2,277
1,903
1,159
1,131
295
1,115
1,116
855
1,056
1,099
1,013
1,286
904
1,163
(14)
4/12/2013
1987
(393)
4/12/2013
1994
(346)
4/12/2013
1985
(481)
4/12/2013
1965
(151)
4/12/2013
1970
(161)
4/12/2013
1980
(223)
4/12/2013
1988
(437)
4/12/2013
1973
(236)
4/12/2013
1962
(262)
4/12/2013
2001
(412)
4/12/2013
1992
(193)
4/12/2013
1970
(138)
4/12/2013
1990
(96)
4/12/2013
1975
(634)
4/12/2013
1909
(361)
4/15/2013
2006
(328)
4/15/2013
2006
(343)
4/15/2013
2007
(427)
4/18/2013
1983
(523)
4/18/2013
1986
(469)
4/19/2013
2012
(328)
4/23/2013
1960
(284)
4/23/2013
1971
—
4/23/2013
1962
(248)
4/23/2013
1962
(298)
4/23/2013
1979
(207)
4/23/2013
1995
(282)
4/23/2013
2007
(266)
4/23/2013
1983
(286)
4/23/2013
1980
(416)
4/23/2013
1975
(292)
4/23/2013
1972
(282)
4/23/2013
2008
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
289
877
1,156
63,240
4,360
82,834
—
—
—
—
—
—
—
—
—
—
—
—
2,373
—
—
1,194
—
648
208
991
181
125
174
215
195
700
698
139
203
323
275
106
—
72
973
833
991
724
499
696
1,219
782
2,801
1,047
1,253
1,152
2,903
1,099
956
1,251
645
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
123
—
—
877
1,445
(308)
4/24/2013
2003
(380)
4/24/2013
2013
87,195
(23,740)
4/24/2013
2000
1,621
1,041
1,982
905
624
870
1,434
977
3,501
1,745
1,392
1,355
3,226
1,374
1,185
1,251
717
(320)
4/25/2013
2012
(274)
4/26/2013
2013
(312)
4/26/2013
1880
(238)
4/26/2013
2013
(164)
4/26/2013
2007
(229)
4/26/2013
1985
(401)
4/30/2013
1995
(257)
4/30/2013
2006
(984)
4/30/2013
2001
(344)
4/30/2013
2008
(357)
4/30/2013
2008
(328)
4/30/2013
2012
(826)
4/30/2013
2012
(313)
4/30/2013
2011
(314)
5/2/2013
1964
(409)
5/2/2013
1995
(211)
5/9/2013
2007
Property
City
State
CVS
Towanda
Advance Auto Parts
Opelika
Bi-Lo, LLC
Jacksonville
PA
AL
FL
Vacant
Bowling Green
KY
Dollar General
Lonedell
SunTrust Bank
Frederick
MO
MD
Hoosick Falls
NY
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Rushville
Houston
NE
TX
MO
KS
NV
IL
NC
NC
NC
NC
MI
LA
FL
AL
TX
VA
Dollar General
St. Louis
Advance Auto Parts
Salina
Walgreens
Las Vegas
AutoZone
Chicago
Fresenius Medical Care
Albemarle
Fresenius Medical Care
Angiers
Fresenius Medical Care
Asheboro
Fresenius Medical Care
Taylorsville
Dollar Tree/Family
Dollar
Detroit
Mattress Firm
Lafayette
Dollar Tree/Family
Dollar
Omnipoint
Communications
Torrington
WY
Monro Muffler
Lewiston
ME
Mattress Firm
Tallahassee
Mattress Firm
Dothan
Dollar General
Lubbock
CVS
Talbots
Hardy
Indianapolis
IN
49,838
5,770
64,073
4,614
74,457
(20,195)
5/9/2013
2000
—
—
—
—
—
279
924
406
148
686
1,115
1,386
1,217
841
2,059
Lakeville
MA
22,509
6,302
25,209
Advance Auto Parts
Rayne
Citizens Bank
Glenside
LA
PA
Dollar General
Shelbina
MO
SunTrust Bank
Rocky Mount
VA
Dollar General
Henry
IL
Dollar General
San Antonio
TX
—
1,257
—
—
—
—
122
343
101
265
104
271
490
1,370
911
1,504
934
812
F-83
—
56
—
—
—
—
84
—
—
—
—
—
1,394
2,366
1,623
989
2,745
(389)
5/10/2013
1976
(454)
5/14/2013
2013
(398)
5/14/2013
2013
(275)
5/16/2013
2013
(718)
5/16/2013
2005
31,511
(9,204)
5/17/2013
1987
696
1,713
1,012
1,769
1,038
1,083
(166)
5/21/2013
2000
(429)
5/22/2013
1958
(298)
5/22/2013
2013
(470)
5/22/2013
1961
(305)
5/23/2013
2013
(265)
5/23/2013
2013
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Talbots
Hingham
MA
23,362
3,009
27,080
DaVita Dialysis
Hiawatha
DaVita Dialysis
Hartsville
Arby's
Louisville
Dollar General
Berea
Dollar General
Coldiron
KS
SC
KY
KY
KY
Dollar General
East Bernstadt
KY
Dollar General
Eubank
Dollar General
Whitesburg
Walgreens
Akron
FedEx
CVS
Port Huron
Hoover
KY
KY
OH
MI
AL
Bridgestone Tire
Kansas CIty
MO
Advance Auto Parts
Selinsgrove
PA
Lowe's
Windham
Dollar General
Guyton
ME
GA
Dollar Tree/Family
Dollar
Middleburg
FL
DNU
Ormond Beach
FL
Advance Auto Parts
Clinton
IN
Key Bank
Spencerport
NY
DaVita Dialysis
Palatka
Mattress Firm
Destin
Dollar General
Fairbury
Krystal
Huntsville
Dollar General
Moody
Advance Auto Parts
Eaton
Advance Auto Parts
Van Wert
Dollar Tree/Family
Dollar
Custer
Applebee's
Rockford
Arby's
Arby's
Arab
Orange Park
FL
FL
IL
AL
TX
OH
OH
SD
IL
AL
FL
—
—
—
—
—
—
—
—
—
—
—
—
—
69
126
336
138
187
141
137
211
664
125
1,239
651
99
7,930
12,640
213
274
573
182
59
207
693
96
305
41
157
33
32
—
40
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,302
1,136
625
781
747
799
775
845
1,548
1,121
2,890
1,954
891
—
852
822
860
729
1,112
1,173
1,287
867
712
781
471
630
617
—
887
420
1,256
F-84
—
—
—
—
—
—
—
—
—
72
—
84
—
67
—
—
—
—
—
—
—
—
—
125
—
—
—
—
2,110
—
—
30,089
(7,864)
5/24/2013
1980
1,371
1,262
961
919
934
940
912
1,056
2,284
1,246
4,213
2,605
1,057
(367)
5/30/2013
2012
(321)
5/30/2013
2013
(251)
5/30/2013
1979
(255)
5/30/2013
2012
(244)
5/30/2013
2013
(261)
5/30/2013
2012
(253)
5/30/2013
2013
(276)
5/30/2013
2012
(544)
5/31/2013
1994
(409)
5/31/2013
2003
(1,011)
5/31/2013
2003
(681)
5/31/2013
2008
(290)
6/3/2013
2003
12,640
—
6/3/2013
2006
1,065
1,096
1,433
911
1,171
1,380
1,980
963
1,142
822
628
663
649
2,110
927
1,676
(276)
6/3/2013
2011
(266)
6/4/2013
2008
(279)
6/4/2013
2008
(236)
6/5/2013
2004
(345)
6/5/2013
1960
(328)
6/5/2013
2013
(417)
6/5/2013
2013
(281)
6/7/2013
2013
(303)
6/10/2013
1985
(253)
6/11/2013
2013
(153)
6/13/2013
1987
(204)
6/13/2013
1995
(200)
6/14/2013
2006
(52)
6/27/2013
1995
(292)
6/27/2013
1995
(413)
6/27/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Canton
Suwanee
Avon
Jonesville
Kernersville
Columbus
GA
GA
IN
NC
NC
OH
Burger King
Chattanooga
TN
Chevy's
Vacant
Denny's
Denny's
Denny's
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
IHOP
Greenbelt
MD
Lake Oswego
OR
Topeka
Mooresville
Greenville
Homewood
Greeley
Loveland
Pueblo
Roseville
KS
NC
SC
AL
CO
CO
CO
MI
Kansas CIty
MO
Anderson
Greenville
Clarksville
SC
SC
TN
Murfreesboro
TN
Houston
Killeen
TX
TX
Lake Jackson
TX
Jack in the Box
Avondale
Jack in the Box
Chandler
Jack in the Box
Folsom
Jack in the Box
West
Sacramento
Jack in the Box
Florissant
Jack in the Box
St. Louis
Starbucks
Las Vegas
Jack in the Box
Salem
AZ
AZ
CA
CA
MO
MO
NV
OR
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
370
370
500
350
280
400
740
530
590
630
250
570
610
120
181
330
340
630
—
610
530
600
760
380
370
110
450
280
590
502
420
680
580
1,200
1,561
812
908
774
1,155
1,591
2,399
1,693
446
841
554
1,762
1,538
1,534
1,589
1,071
1,002
—
1,551
1,346
1,687
2,462
1,028
2,018
2,237
1,447
2,423
1,710
1,515
1,494
1,533
1,301
F-85
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
125
—
1
—
—
—
—
—
—
—
—
—
—
—
—
150
—
1,570
1,931
1,312
1,258
1,054
1,555
2,331
2,929
2,283
1,076
1,091
1,124
2,372
1,658
1,715
1,919
1,536
1,632
1
2,161
1,876
2,287
3,222
1,408
2,388
2,347
1,897
2,703
2,300
2,017
1,914
2,363
1,881
(395)
6/27/2013
1995
(513)
6/27/2013
1995
(267)
6/27/2013
1995
(299)
6/27/2013
1995
(255)
6/27/2013
1995
(380)
6/27/2013
1995
(523)
6/27/2013
1995
(797)
6/27/2013
1995
(563)
6/27/2013
1995
(148)
6/27/2013
1995
(279)
6/27/2013
1995
(184)
6/27/2013
1995
(585)
6/27/2013
1995
(511)
6/27/2013
1995
(173)
6/27/2013
1995
(528)
6/27/2013
1995
(370)
6/27/2013
1995
(333)
6/27/2013
1995
—
6/27/2013
1995
(516)
6/27/2013
1995
(447)
6/27/2013
1995
(561)
6/27/2013
1995
(818)
6/27/2013
1995
(342)
6/27/2013
1995
(671)
6/27/2013
1995
(735)
6/27/2013
1995
(476)
6/27/2013
1995
(797)
6/27/2013
1995
(562)
6/27/2013
1995
(498)
6/27/2013
1995
(491)
6/27/2013
1995
(525)
6/27/2013
1995
(428)
6/27/2013
1995
Property
City
State
Jack in the Box
Tigard
Jack in the Box
Georgetown
Jack in the Box
Granbury
OR
TX
TX
Vacant
Gun Barrel City
TX
Jack in the Box
Hutchins
Jack in the Box
Lufkin
Jack in the Box
Lufkin
Jack in the Box
Orange
Jack in the Box
San Antonio
Jack in the Box
San Antonio
Jack in the Box
Tyler
Jack in the Box
Weatherford
TX
TX
TX
TX
TX
TX
TX
TX
Jack in the Box
Enumclaw
WA
Ker's WingHouse Bar
and Grill
Brandon
Ker's WingHouse Bar
and Grill
Clearwater
FL
FL
Leeann Chin
Chanhassen
MN
Leeann Chin
Golden Valley
MN
Popeyes
Popeyes
Popeyes
Black Bear DIner
Starke
FL
Thomasville
GA
Valdosta
Colorado
Springs
Vacant
Dillon
Ruby Tuesday
Bartow
Ruby Tuesday
Somerset
Smokey Bones
Morrow
Sonny's Real Pit BBQ
Athens
Taco Bell
Livingston
Taco Bell
Dallas
TCF Bank
Crystal
MN
Texas Roadhouse
Ammon
Texas Roadhouse
Gastonia
Texas Roadhouse
Hickory
ID
NC
NC
Tilted Kilt
Hendersonville
TN
GA
CO
CO
FL
KY
GA
GA
TN
TX
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
620
600
380
300
330
440
450
270
400
470
450
480
380
340
550
450
270
380
110
240
480
400
270
480
390
460
300
400
640
490
570
580
310
1,361
1,508
1,449
961
1,363
1,544
1,563
1,661
1,244
1,256
1,025
1,329
1,238
654
627
763
776
—
705
599
809
1,628
1,916
1,120
2,184
1,280
775
1,225
642
1,206
1,544
1,831
763
F-86
—
—
—
(866)
—
—
—
—
—
—
—
—
—
—
—
—
—
614
—
—
—
—
—
—
—
—
63
—
—
—
—
—
—
1,981
2,108
1,829
395
1,693
1,984
2,013
1,931
1,644
1,726
1,475
1,809
1,618
994
1,177
1,213
1,046
994
815
839
1,289
2,028
2,186
1,600
2,574
1,740
1,138
1,625
1,282
1,696
2,114
2,411
1,073
(447)
6/27/2013
1995
(496)
6/27/2013
1995
(476)
6/27/2013
1995
(39)
6/27/2013
1995
(448)
6/27/2013
1995
(507)
6/27/2013
1995
(514)
6/27/2013
1995
(546)
6/27/2013
1995
(409)
6/27/2013
1995
(413)
6/27/2013
1995
(337)
6/27/2013
1995
(437)
6/27/2013
1995
(407)
6/27/2013
1995
(217)
6/27/2013
1995
(208)
6/27/2013
1995
(251)
6/27/2013
1995
(255)
6/27/2013
1995
(72)
6/27/2013
1995
(232)
6/27/2013
1995
(197)
6/27/2013
1995
(269)
6/27/2013
1995
(541)
6/27/2013
1995
(637)
6/27/2013
1995
(372)
6/27/2013
1995
(726)
6/27/2013
1995
(425)
6/27/2013
1995
(57)
6/27/2013
1995
(403)
6/27/2013
1995
(198)
6/27/2013
1995
(401)
6/27/2013
1995
(513)
6/27/2013
1995
(609)
6/27/2013
1995
(253)
6/27/2013
1995
Property
City
State
Wendy's
Camarillo
Wendy's
Knoxville
Wendy's
Knoxville
CA
TN
TN
Douglasville
GA
Indianapolis
IN
Grand Rapids
MI
Walker
Bandana's Bar-B-Q
Restaurant
Collinsville
Bandana's Bar-B-Q
Restaurant
Arnold
Black Angus
Dublin
Boston Market
Indianapolis
IN
Golden Corral
Henderson
Golden Corral
Flowood
Golden Corral
Bellevue
Golden Corral
Tulsa
Golden Corral
Rock Hill
Arby's
Arby's
Arby's
Arby's
IHOP
IHOP
IHOP
IHOP
Castle Rock
Southaven
Leon Valley
TX
Auburn
MI
IL
MO
CA
KY
MS
NE
OK
SC
CO
MS
WA
TX
Jack in the Box
Corinth
Jack in the Box
Nacogdoches
TX
Jack in the Box
Spring
Krystal
Krystal
Krystal
Krystal
Greenville
Montgomery
Scottsboro
Chattanooga
Longhorn Steakhouse
Tampa
Pizza Hut/WingStreet
Cooper City
Pizza Hut/WingStreet
Marathon
Pollo Tropical
Davie
TX
AL
AL
AL
TN
FL
FL
FL
FL
Pollo Tropical
Fort Lauderdale
FL
Pollo Tropical
Lake Worth
FL
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
320
330
330
370
530
230
360
340
460
620
410
600
680
520
280
320
320
350
650
780
400
340
570
195
560
20
186
370
320
530
280
190
280
2,253
1,161
1,132
1,692
1,236
1,289
1,002
627
433
2,467
1,070
1,586
2,730
1,433
3,890
2,130
2,334
2,108
2,055
1,878
1,416
1,320
1,340
1,147
829
1,157
328
1,852
466
187
1,490
1,242
1,182
F-87
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
181
175
(798)
—
—
—
—
—
—
—
2,573
1,491
1,462
2,062
1,766
1,519
1,362
967
893
3,087
1,480
2,186
3,410
1,953
4,170
2,450
2,654
2,458
2,705
2,658
1,816
1,660
1,910
1,523
1,564
379
514
(741)
6/27/2013
1995
(382)
6/27/2013
1995
(372)
6/27/2013
1995
(556)
6/27/2013
1995
(406)
6/27/2013
1995
(94)
6/27/2013
1995
(329)
6/27/2013
1995
(209)
6/27/2013
1995
(144)
6/27/2013
1995
(820)
6/27/2013
1995
(352)
6/27/2013
1995
(527)
6/27/2013
1995
(907)
6/27/2013
1995
(476)
6/27/2013
1995
(1,293)
6/27/2013
1995
(708)
6/27/2013
1995
(776)
6/27/2013
1995
(701)
6/27/2013
1995
(885)
6/27/2013
1995
(624)
6/27/2013
1995
(465)
6/27/2013
1995
(434)
6/27/2013
1995
(441)
6/27/2013
1995
(452)
6/27/2013
1995
(344)
6/27/2013
1995
(154)
6/27/2013
1995
(88)
6/27/2013
1995
2,222
(616)
6/27/2013
1995
786
717
1,770
1,432
1,462
(155)
6/27/2013
1995
(62)
6/27/2013
1995
(490)
6/27/2013
1995
(408)
6/27/2013
1995
(389)
6/27/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Sonny's Real Pit BBQ
Marietta
Taco Bell
St. Louis
Taco Bell
Wentzville
Texas Roadhouse
Shively
Texas Roadhouse
Concord
GA
MO
MO
KY
NC
Texas Roadhouse
College Station
TX
Arby's
Arby's
Arby's
Hampton Cove
AL
Fayetteville
Willard
NC
OH
Burger King
Grand Rapids
MI
Burger King
Grand Rapids
MI
Burger King
Sparta
Captain D's
Southaven
Captain D's
Memphis
Checkers
Hollywood
Checkers
Lauderhill
Checkers
Plantation
Denny's
Watertown
Kentucky Fried
Chicken
Appleton
Logan's Roadhouse
Huntsville
Logan's Roadhouse
Fayetteville
Logan's Roadhouse
Hattiesburg
Logan's Roadhouse
Clarksville
Logan's Roadhouse
Cleveland
Logan's Roadhouse
El Paso
Rally's
Rally's
Rally's
Rally's
Rally's
Rally's
Indianapolis
Kokomo
Muncie
New Orleans
LA
New Orleans
LA
Hamtramck
Taco Bell
Daphne
Taco Bell
Foley
MI
MS
TN
FL
FL
FL
NY
WI
AL
AR
MS
TN
TN
TX
IN
IN
IN
MI
AL
AL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
290
190
410
540
650
670
310
420
230
490
260
640
270
230
160
280
220
330
350
520
1,570
890
1,010
890
320
210
290
310
450
220
230
180
360
1,772
1,951
1,168
2,055
2,130
2,299
986
2,001
599
545
780
570
564
338
2,220
1,951
1,461
1,107
874
4,797
2,182
4,012
4,424
3,902
4,731
1,514
548
1,196
1,691
1,018
1,020
1,278
1,460
F-88
400
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,363)
(953)
(804)
(1,264)
(1,225)
(1,558)
—
—
—
—
—
—
(1,038)
—
2,462
2,141
1,578
2,595
2,780
2,969
1,296
2,421
829
1,035
1,040
1,210
834
568
2,380
2,231
1,681
1,437
1,224
3,954
2,799
4,098
4,170
3,567
3,493
1,724
838
1,506
2,141
1,238
1,250
420
1,820
(629)
6/27/2013
1995
(589)
6/27/2013
1995
(384)
6/27/2013
1995
(683)
6/27/2013
1995
(708)
6/27/2013
1995
(764)
6/27/2013
1995
(324)
6/27/2013
1995
(658)
6/27/2013
1995
(197)
6/27/2013
1995
(179)
6/27/2013
1995
(256)
6/27/2013
1995
(187)
6/27/2013
1995
(185)
6/27/2013
1995
(111)
6/27/2013
1995
(738)
6/27/2013
1995
(648)
6/27/2013
1995
(485)
6/27/2013
1995
(368)
6/27/2013
1995
(287)
6/27/2013
1995
(875)
6/27/2013
1995
(384)
6/27/2013
1995
(814)
6/27/2013
1995
(823)
6/27/2013
1995
(704)
6/27/2013
1995
(806)
6/27/2013
1995
(498)
6/27/2013
1995
(180)
6/27/2013
1995
(393)
6/27/2013
1995
(556)
6/27/2013
1995
(335)
6/27/2013
1995
(335)
6/27/2013
1995
—
6/27/2013
1995
(480)
6/27/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Taco Bell
Mobile
Taco Bell
SaraLand
Taco Bell
Jacksonville
Taco Bell
Jacksonville
Taco Bell
Pensacola
Taco Bell
Augusta
Taco Bell
Hephzibah
Taco Bell
Jesup
Taco Bell
Waycross
Taco Bell
Brunswick
AL
AL
FL
FL
FL
GA
GA
GA
GA
OH
Taco Bell
North Olmstead
OH
Long John Silver's /
Taco Bell
Ashtabula
Wendy's
Swanton
Wendy's
Sylvania
Wendy's
Millington
Wendy's
Bluefield
OH
OH
OH
TN
VA
Wendy's
Beaver
WV
Ale House
Orlando
Applebee's
Greenville
Arby's
Arby's
Arby's
Arby's
Arby's
Arvada
Indianapolis
Flint
Saginaw
South Haven
Boston Market
Indianapolis
Boston Market
Fayetteville
Boston Market
Raleigh
Salty's
Jasper
Bruegger's Bagels
Iowa City
Burger King
Atlanta
Burger King
Durham
Burger King
Edison
Burger King
Albany
FL
SC
CO
IN
MI
MI
MI
IN
NC
NC
AL
IA
GA
NC
NJ
NY
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
160
150
440
340
140
220
330
230
170
400
390
440
430
300
380
450
290
290
600
190
370
110
310
260
930
460
280
140
40
380
170
480
330
1,973
1,063
1,167
1,383
1,897
1,292
930
715
1,115
1,267
904
1,640
1,233
799
1,208
1,927
1,156
3,647
2,166
1,465
1,130
1,422
1,110
573
—
1,520
1,015
219
379
499
352
1,075
850
F-89
—
—
(1,020)
—
(1,424)
—
(977)
—
—
—
—
—
—
—
—
—
—
(1,300)
(1,528)
—
—
—
—
—
(373)
—
—
—
(8)
—
—
—
—
2,133
1,213
587
1,723
613
1,512
283
945
1,285
1,667
1,294
2,080
1,663
1,099
1,588
2,377
1,446
2,637
1,238
1,655
1,500
1,532
1,420
833
557
1,980
1,295
359
411
879
522
1,555
1,180
(648)
6/27/2013
1995
(350)
6/27/2013
1995
—
6/27/2013
1995
(455)
6/27/2013
1995
—
6/27/2013
1995
(425)
6/27/2013
1995
—
6/27/2013
1995
(235)
6/27/2013
1995
(366)
6/27/2013
1995
(416)
6/27/2013
1995
(297)
6/27/2013
1995
(539)
6/27/2013
1995
(405)
6/27/2013
1995
(263)
6/27/2013
1995
(397)
6/27/2013
1995
(633)
6/27/2013
1995
(380)
6/27/2013
1995
(468)
6/27/2013
1995
(108)
6/27/2013
1995
(482)
6/27/2013
1995
(371)
6/27/2013
1995
(467)
6/27/2013
1995
(365)
6/27/2013
1995
(188)
6/27/2013
1995
(4)
6/27/2013
1995
(500)
6/27/2013
1995
(334)
6/27/2013
1995
(73)
6/27/2013
1995
(124)
6/27/2013
1995
(164)
6/27/2013
1995
(116)
6/27/2013
1995
(353)
6/27/2013
1995
(280)
6/27/2013
1995
PA
GA
AL
GA
IL
KS
OH
OR
TX
MI
IN
IN
GA
GA
Property
City
State
Burger King
Central Square
NY
Burger King
Old Forge
Captain D's
Statesboro
Checkers
Huntsville
Checkers
Fayetteville
Chipper's Grill
Streator
Denny's
Denny's
Denny's
Denny's
Denny's
Denny's
Denny's
Denny's
Merriam
Branson
MO
N. Kansas City
MO
Sedalia
MO
Black Mountain
NC
Fremont
Ontario
Pasadena
Einstein Bros. Bagels
Dearborn
Golden Corral
Evansville
Golden Corral
Kokomo
Hibachi Buffet Krab
Hut
Albany
Golden Corral
Brunswick
Golden Corral
Council Bluffs
IA
Golden Corral
Aberdeen
Golden Corral
Lincoln
NC
NE
Golden Corral
Farmington
NM
Golden Corral
Columbus
Golden Corral
Cookeville
Golden Corral
Bristol
Vacant
Hueytown
Hardee's
Old Fort
Hardee's
Chapin
OH
TN
VA
AL
NC
SC
Hardee's
Bloomingdale
TN
Hardee's
Clinton
Hardee's
Crossville
Hardee's / Red Burrito
Attalla
TN
TN
AL
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
500
390
350
689
681
190
390
620
630
500
210
320
240
500
190
670
780
460
390
1,140
690
300
270
770
800
750
60
300
380
270
390
300
220
1,189
905
401
—
—
255
1,150
2,209
937
783
505
975
1,067
1,316
724
2,707
2,107
1,863
2,093
1,460
1,566
2,930
3,174
2,476
1,937
2,276
639
904
741
844
893
689
896
F-90
—
126
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,023)
—
—
—
(311)
—
—
—
—
—
—
1,689
1,421
751
689
681
445
1,540
2,829
1,567
1,283
715
1,295
1,307
1,816
914
3,377
2,887
2,323
2,483
2,600
2,256
3,230
1,421
3,246
2,737
3,026
388
1,204
1,121
1,114
1,283
989
1,116
(391)
6/27/2013
1995
(138)
6/27/2013
1995
(132)
6/27/2013
1995
—
6/27/2013
1995
—
6/27/2013
1995
(85)
6/27/2013
1995
(382)
6/27/2013
1995
(734)
6/27/2013
1995
(311)
6/27/2013
1995
(260)
6/27/2013
1995
(168)
6/27/2013
1995
(324)
6/27/2013
1995
(355)
6/27/2013
1995
(438)
6/27/2013
1995
(238)
6/27/2013
1995
(900)
6/27/2013
1995
(700)
6/27/2013
1995
(619)
6/27/2013
1995
(695)
6/27/2013
1995
(485)
6/27/2013
1995
(520)
6/27/2013
1995
(974)
6/27/2013
1995
(227)
6/27/2013
1995
(823)
6/27/2013
1995
(644)
6/27/2013
1995
(757)
6/27/2013
1995
(22)
6/27/2013
1995
(297)
6/27/2013
1995
(244)
6/27/2013
1995
(277)
6/27/2013
1995
(294)
6/27/2013
1995
(226)
6/27/2013
1995
(295)
6/27/2013
1995
Property
City
State
IHOP
IHOP
Natchitoches
Fort Worth
Jack in the Box
Burley
Jack in the Box
Arlington
Jack in the Box
Arlington
LA
TX
ID
TX
TX
Jack in the Box
Farmers Branch
TX
Jack in the Box
Fort Worth
TX
Jack in the Box
Grand Prairie
TX
Jack in the Box
Grapevine
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
Jack in the Box
Mesquite
Jack in the Box
Port Arthur
Jack in the Box
San Antonio
Jack in the Box
Spring
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Deming
Las Cruces
Leeann Chin
Long John Silver's /
A&W
Blaine
Clovis
Pizza Hut/WingStreet
Bozeman
Pizza Hut/WingStreet
Glasgow
Pizza Hut/WingStreet
Livingston
Pizza Hut/WingStreet
Knoxville
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
NM
NM
MN
NM
MT
MT
MT
TN
Popeyes
Channelview
TX
Vacant
Kennesaw
Shoney's
Gadsden
Shoney's
Grayson
Shoney's
Hattiesburg
Shoney's
Jackson
GA
AL
KY
MS
MS
Shoney's
Summerville
SC
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
750
560
240
420
420
460
490
600
470
460
390
330
410
450
560
460
350
450
220
270
480
210
150
120
130
300
220
210
220
420
730
360
350
89
1,879
1,430
1,325
1,365
1,640
1,702
1,856
1,344
1,437
1,172
1,845
1,621
1,396
1,652
1,405
1,249
1,487
691
498
528
705
343
217
245
546
401
46
707
406
618
572
800
F-91
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(377)
—
—
—
—
—
—
—
—
—
—
—
839
2,440
1,670
1,745
1,785
2,100
2,192
2,456
1,814
1,897
1,562
2,175
2,031
1,846
2,212
1,865
1,599
1,937
911
768
(30)
6/27/2013
1995
(625)
6/27/2013
1995
(470)
6/27/2013
1995
(436)
6/27/2013
1995
(449)
6/27/2013
1995
(539)
6/27/2013
1995
(560)
6/27/2013
1995
(610)
6/27/2013
1995
(442)
6/27/2013
1995
(473)
6/27/2013
1995
(385)
6/27/2013
1995
(606)
6/27/2013
1995
(533)
6/27/2013
1995
(459)
6/27/2013
1995
(543)
6/27/2013
1995
(462)
6/27/2013
1995
(410)
6/27/2013
1995
(489)
6/27/2013
1995
(227)
6/27/2013
1995
(164)
6/27/2013
1995
1,008
(174)
6/27/2013
1995
538
493
337
375
846
621
256
927
826
1,348
932
1,150
(86)
6/27/2013
1995
(114)
6/27/2013
1995
(72)
6/27/2013
1995
(81)
6/27/2013
1995
(181)
6/27/2013
1995
(132)
6/27/2013
1995
(15)
6/27/2013
1995
(235)
6/27/2013
1995
(135)
6/27/2013
1995
(205)
6/27/2013
1995
(190)
6/27/2013
1995
(266)
6/27/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Shoney's
Cookeville
TN
Shoney's
Lawrenceburg
TN
Shoney's
Charleston
Shoney's
Lewisburg
Shoney's
Princeton
Shoney's
Ripley
Sonny's Real Pit BBQ
Conyers
WV
WV
WV
WV
GA
Sweet Tomato
Coral Springs
FL
Taco Bell
Kingston
Taco Bell / Pizza Hut
Dallas
Taco Cabana
Austin
Taco Cabana
Pasadena
Taco Cabana
San Antonio
Taco Cabana
Schertz
TN
TX
TX
TX
TX
TX
Texas Roadhouse
Cedar Rapids
IA
Wendy's
Salisbury
MD
Ale House
St. Petersburg
FL
Applebee's
Clinton
Applebee's
Fort Dodge
Applebee's
Marshalltown
Applebee's
Mason City
Applebee's
Muscatine
Applebee's
Sterling
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Kansas CIty
Salina
Topeka
Alma
Chesterfield
Davison
Flint
Midland
Waterford
Port Huron
IA
IA
IA
IA
IA
IL
KS
KS
KS
MI
MI
MI
MI
MI
MI
MI
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
510
330
190
110
90
200
450
790
280
420
700
420
600
520
430
370
930
490
—
660
340
330
390
280
540
270
380
210
420
230
340
180
210
760
873
543
642
593
599
663
1,625
714
1,582
2,105
1,420
1,955
1,408
2,194
1,299
3,116
1,184
1,363
1,175
1,495
1,266
1,291
364
300
433
408
841
631
1,428
753
962
868
F-92
—
—
—
—
—
—
—
—
300
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
64
—
—
—
—
—
—
—
—
1,270
1,203
733
752
683
799
1,113
2,415
1,294
2,002
2,805
1,840
2,555
1,928
2,624
1,669
4,046
1,674
1,363
1,835
1,835
1,596
1,681
644
904
703
788
1,051
1,051
1,658
1,093
1,142
1,078
(252)
6/27/2013
1995
(290)
6/27/2013
1995
(181)
6/27/2013
1995
(213)
6/27/2013
1995
(197)
6/27/2013
1995
(199)
6/27/2013
1995
(220)
6/27/2013
1995
(540)
6/27/2013
1995
(281)
6/27/2013
1995
(520)
6/27/2013
1995
(692)
6/27/2013
1995
(467)
6/27/2013
1995
(643)
6/27/2013
1995
(463)
6/27/2013
1995
(729)
6/27/2013
1995
(427)
6/27/2013
1995
(1,036)
6/27/2013
1995
(393)
6/27/2013
1995
(656)
6/27/2013
1995
(390)
6/27/2013
1995
(497)
6/27/2013
1995
(421)
6/27/2013
1995
(429)
6/27/2013
1995
(120)
6/27/2013
1995
(26)
6/27/2013
1995
(142)
6/27/2013
1995
(134)
6/27/2013
1995
(276)
6/27/2013
1995
(208)
6/27/2013
1995
(470)
6/27/2013
1995
(248)
6/27/2013
1995
(316)
6/27/2013
1995
(285)
6/27/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Arby's
Arby's
Arby's
Arby's
Allentown
Carlisle
Hanover
Amarillo
Yemen Kitchen
Raleigh
Buca di Beppo Italian
Wheeling
Buca di Beppo Italian
Westlake
Burger King
Tucson
PA
PA
PA
TX
NC
IL
OH
AZ
Burger King
Fort Oglethorpe
GA
Burger King
Caribou
Burger King
Cohoes
ME
NY
Burger King
Montgomery
NY
Burger King
Schenectady
NY
Burger King
Elko
Burger King
Willoughby
Vacant
Ardmore
Burger King
Roseburg
Burger King
Gaffney
Burger King
Greenville
NV
OH
OK
OR
SC
SC
Burger King
Bluefield
WV
Charleston's
Carmel
Dairy Queen
Mauldin
Dairy Queen
Alto
Dairy Queen
Pineland
Dairy Queen
Silsbee
Dukin Donuts/Baskin-
Robbins
Dearborn
Heights
Grandy's
Ardmore
Grandy's
Moore
IN
SC
TX
TX
TX
MI
OK
OK
Grandy's
Oklahoma City
OK
Grandy's
Oklahoma City
OK
Hardee's
Aiken
Jack in the Box
Belleville
Vacant
Houston
SC
IL
TX
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
600
200
400
260
230
450
370
300
170
770
270
480
380
260
410
270
350
370
420
210
140
133
50
40
60
230
454
320
260
320
220
200
900
1,652
472
921
627
654
1,272
887
1,307
2,175
440
563
1,042
936
1,001
1,005
1,023
886
880
571
1,163
3,016
—
110
120
100
846
—
428
380
289
450
966
—
—
—
—
—
—
—
250
—
(853)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,749
(699)
F-93
2,252
672
1,321
887
884
1,722
1,257
1,857
2,345
357
833
1,522
1,316
1,261
1,415
1,293
1,236
1,250
991
1,373
3,156
133
160
160
160
(543)
6/27/2013
1995
(155)
6/27/2013
1995
(303)
6/27/2013
1995
(206)
6/27/2013
1995
(215)
6/27/2013
1995
(423)
6/27/2013
1995
(295)
6/27/2013
1995
(446)
6/27/2013
1995
(715)
6/27/2013
1995
(2)
6/27/2013
1995
(185)
6/27/2013
1995
(343)
6/27/2013
1995
(308)
6/27/2013
1995
(329)
6/27/2013
1995
(330)
6/27/2013
1995
(336)
6/27/2013
1995
(291)
6/27/2013
1995
(289)
6/27/2013
1995
(188)
6/27/2013
1995
(382)
6/27/2013
1995
(1,002)
6/27/2013
1995
—
6/27/2013
1995
(36)
6/27/2013
1995
(40)
6/27/2013
1995
(33)
6/27/2013
1995
1,076
(278)
6/27/2013
1995
454
748
640
609
670
1,166
1,950
—
6/27/2013
1995
—
6/27/2013
1995
—
6/27/2013
1995
—
6/27/2013
1995
(148)
6/27/2013
1995
(318)
6/27/2013
1995
(11)
6/27/2013
1995
Property
City
State
McAlisters
Murfreesboro
TN
Lifetime Dentistry
Chickasha
Chickasha
OK
Popeyes
Houston
Vacant
Memphis
Spaghetti Warehouse
Arlington
Vacant
Dallas
Spaghetti Warehouse
San Antonio
Subway
Knoxville
Taco Cabana
San Antonio
Taco Cabana
San Antonio
Taco Cabana
San Antonio
TX
TN
TX
TX
TX
TN
TX
TX
TX
Texas Roadhouse
Grand Prairie
TX
Wendy's
Worcester
MA
Applebee's
North Canton
OH
Arby's
Vacant
Arby's
Accomplishments
Through People
Guntersville
AL
Fountain Hills
AZ
Phoenix
Columbus
Burger King
Anchorage
Burger King
Largo
Burger King
Springfield
MA
Vacant
East Greenbush
NY
Burger King
Spanaway
WA
Captain D's
Duncanville
Checkers
Denny's
Denny's
Denny's
Vacant
FedEx
Vacant
Tampa
Peoria
Tempe
Idaho Falls
Albemarle
Homewood
Midwest City
OK
Golden Corral
Norman
OK
Golden Corral
College Station
TX
AZ
GA
AK
FL
TX
FL
AZ
AZ
ID
NC
AL
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
310
100
190
100
630
810
1,140
160
500
280
500
780
370
152
142
241
559
170
427
683
983
404
509
295
736
310
378
196
483
522
1,175
345
1,265
720
186
452
283
1,400
1,656
1,434
349
1,740
1,695
1,766
1,867
1,288
838
503
597
618
—
489
412
516
269
1,628
246
—
457
245
432
457
779
1,708
2,107
1,718
F-94
—
—
—
167
—
—
(1,063)
—
—
—
—
—
—
—
—
(227)
200
—
200
—
—
(548)
—
—
—
—
—
—
(590)
—
(983)
—
—
1,030
(239)
6/27/2013
1995
286
642
550
2,030
2,466
1,511
509
2,240
1,975
2,266
2,647
1,658
990
645
611
1,377
170
1,116
1,095
1,499
125
2,137
541
736
767
623
628
350
1,301
1,900
2,452
2,983
(64)
6/27/2013
1995
(149)
6/27/2013
1995
—
6/27/2013
1995
(465)
6/27/2013
1995
(550)
6/27/2013
1995
(126)
6/27/2013
1995
(115)
6/27/2013
1995
(572)
6/27/2013
1995
(557)
6/27/2013
1995
(581)
6/27/2013
1995
(621)
6/27/2013
1995
(423)
6/27/2013
1995
(281)
6/27/2013
1992
(167)
6/27/2013
1986
(55)
6/27/2013
1994
(219)
6/27/2013
1995
—
6/27/2013
1987
(162)
6/27/2013
1982
(137)
6/27/2013
1984
(171)
6/27/2013
1974
—
6/27/2013
1980
(540)
6/27/2013
1997
(82)
6/27/2013
1982
—
6/27/2013
1995
(153)
6/27/2013
1983
(80)
6/27/2013
1980
(138)
6/27/2013
1995
(3)
6/27/2013
1995
(253)
6/27/2013
2000
(263)
6/27/2013
1991
(706)
6/27/2013
1994
(575)
6/27/2013
1990
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Golden Corral
Houston
Grandy's
Arlington
Grandy's
Carrollton
Grandy's
Fort Worth
Grandy's
Fort Worth
Grandy's
Grandy's
Garland
Garland
Grandy's
Irving
Grandy's
Lancaster
Grandy's
Mesquite
Grandy's
Plano
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Hardee's
Canton
GA
Hardee's
Mount Vernon
IA
Jack in the Box
Texas City
TX
Lee's Famous Recipe
Chicken
Florissant
Lee's Famous Recipe
Chicken
St. Ann
Lee's Famous Recipe
Chicken
St. Louis
Vacant
Mobile
MO
MO
MO
AL
Pizza Hut/WingStreet
East Syracuse
NY
Vacant
Penske
Nedrow
Bedford
Pizza Hut/WingStreet
Defiance
NY
OH
OH
Pizza Hut/WingStreet
North Olmsted
OH
Pizza Hut/WingStreet
Strongsville
Pizza Hut/WingStreet
Toledo
Pizza Hut/WingStreet
Cedar City
Popeyes
Austin
TGI Fridays
Warwick
Verizon Wireless
Statesville
Wendy's
Homewood
Wendy's
Benton
Wendy's
Bentonville
Wendy's
Bryant
OH
OH
UT
TX
RI
NC
AL
AR
AR
AR
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,147
2,447
(64)
3,530
(820)
6/27/2013
1995
734
847
777
811
623
859
871
780
871
871
488
320
454
306
187
107
127
137
55
183
114
122
74
58
52
1,216
1,228
207
995
478
648
529
—
—
—
—
—
—
—
—
—
—
539
480
844
560
571
874
276
185
80
—
197
153
108
173
361
533
—
—
—
—
—
—
—
—
—
—
—
(6)
—
—
—
—
(388)
—
(105)
—
—
—
—
—
—
—
2,775
(1,253)
459
—
1,018
708
575
F-95
27
—
—
—
—
734
847
777
811
623
859
871
780
871
871
1,027
794
1,298
866
758
981
15
322
30
183
311
275
182
231
413
1,749
2,750
693
995
1,496
1,356
1,104
—
6/27/2013
1986
—
6/27/2013
1986
—
6/27/2013
1995
—
6/27/2013
1985
—
6/27/2013
1980
—
6/27/2013
1985
—
6/27/2013
1983
—
6/27/2013
1984
—
6/27/2013
1983
—
6/27/2013
1980
(179)
6/27/2013
1983
(159)
6/27/2013
1987
(280)
6/27/2013
1991
(186)
6/27/2013
1984
(189)
6/27/2013
1984
(290)
6/27/2013
1984
—
6/27/2013
1974
(61)
6/27/2013
1978
—
6/27/2013
1979
—
6/27/2013
1995
(65)
6/27/2013
1977
(51)
6/27/2013
1977
(36)
6/27/2013
1977
(57)
6/27/2013
1978
(120)
6/27/2013
1978
(177)
6/27/2013
1996
(452)
6/27/2013
1983
(151)
6/27/2013
1993
—
6/27/2013
1995
(338)
6/27/2013
1993
(235)
6/27/2013
1993
(191)
6/27/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Wendy's
Cabot
Wendy's
Wendy's
Conway
Conway
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
Rogers
Wendy's
Russellville
Wendy's
Springdale
Wendy's
Springdale
Wendy's
Van Buren
Wendy's
Norwich
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
AR
CT
Wendy's
Douglasville
GA
Wendy's
Millville
Wendy's
Columbia
Wendy's
San Antonio
Wendy's
San Antonio
NJ
SC
TX
TX
Wendy's
Burlington
WA
Vacant
Youngstown
OH
Whataburger
El Campo
Abuelo's
Rogers
Aliberto's Mexican
Food
Holbrook
Applebee's
Brandon
Applebee's
Plant City
Applebee's
Valrico
Applebee's
Newton
TX
AR
AZ
FL
FL
FL
KS
Applebee's
Ocean Springs
MS
Applebee's
Corpus Christi
TX
—
—
—
—
(11)
—
—
—
—
—
—
—
—
—
—
(12)
—
—
—
—
—
(196)
—
—
—
—
—
—
—
(1,359)
—
1,231
1,072
1,315
1,238
1,370
1,079
1,156
1,613
1,068
1,491
994
1,219
1,231
945
1,640
1,369
1,542
1,368
898
861
1,231
175
1,706
3,121
128
6,100
4,948
4,476
2,073
1,022
3,489
(234)
6/27/2013
1991
(197)
6/27/2013
1985
(276)
6/27/2013
1994
(275)
6/27/2013
1994
(394)
6/27/2013
1995
(337)
6/27/2013
1995
(291)
6/27/2013
1976
(514)
6/27/2013
1982
(154)
6/27/2013
1987
(303)
6/27/2013
1995
(211)
6/27/2013
1985
(297)
6/27/2013
1994
(272)
6/27/2013
1995
(248)
6/27/2013
1994
(311)
6/27/2013
1980
(257)
6/27/2013
1993
(388)
6/27/2013
1994
(76)
6/27/2013
1995
(209)
6/27/2013
1985
(150)
6/27/2013
1987
(267)
6/27/2013
1994
—
6/27/2013
1976
(336)
6/27/2013
1986
(769)
6/27/2013
2003
(32)
6/27/2013
1981
(1,222)
6/27/2013
1997
(961)
6/27/2013
2001
(1,097)
6/27/2013
1998
(525)
6/27/2013
1998
(42)
6/27/2013
2000
(980)
6/27/2013
2000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
524
478
482
408
195
63
278
990
605
579
356
323
410
197
703
605
373
1,368
268
410
425
139
693
825
32
2,453
2,079
1,202
504
673
563
707
594
833
830
1,186
1,016
878
623
463
912
638
896
821
748
937
776
1,169
—
630
451
806
232
1,013
2,296
96
3,647
2,869
3,274
1,569
1,708
2,926
F-96
Property
City
State
Applebee's
Edinburg
Applebee's
McAllen
TX
TX
Applebee's
New Braunfels
TX
Applebee's
San Antonio
TX
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Alexander City
AL
Kennesaw
GA
Richmond Hill
GA
Mount Vernon
IL
New Albany
New Albany
Scottsburg
IN
IN
IN
Corinth
MS
Black Meg 43
Copperas Cove
TX
Bojangles
Hickory
Bojangles
Taylorsville
Burger King
Denver
Burger King
Clearwater
Burger King
Alpharetta
Burger King
Alpharetta
Burger King
Alpharetta
Burger King
Alpharetta
Burger King
Martinez
Burger King
Thomson
Burger King
Springfield
Burger King
Gary
Burger King
Amesbury
Burger King
Brandon
Burger King
Chadbourn
Burger King
Claremont
Burger King
Clinton
Burger King
Wilmington
Burger King
Dover
Burger King
Hamburg
NC
NC
CO
FL
GA
GA
GA
GA
GA
GA
IL
IN
MA
MS
NC
NC
NC
NC
NH
NY
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
898
1,114
566
732
527
583
430
911
456
325
526
753
151
749
436
872
981
635
1,128
795
501
909
748
354
544
835
649
353
646
494
573
1,159
403
2,058
1,988
1,486
1,796
401
840
755
764
470
465
445
429
151
1,789
1,108
1,242
591
865
977
943
1,219
1,350
876
677
606
1,217
1,513
797
646
801
870
952
383
F-97
—
—
—
—
—
—
—
—
—
—
—
—
(105)
—
—
—
—
—
—
—
—
—
—
(562)
—
—
—
—
—
—
—
—
—
2,956
3,102
2,052
2,528
928
1,423
1,185
1,675
926
790
971
1,182
197
2,538
1,544
2,114
1,572
1,500
2,105
1,738
1,720
2,259
1,624
469
1,150
2,052
2,162
1,150
1,292
1,295
1,443
2,111
786
(689)
6/27/2013
2006
(666)
6/27/2013
1993
(498)
6/27/2013
1995
(601)
6/27/2013
2003
(133)
6/27/2013
1999
(279)
6/27/2013
1984
(250)
6/27/2013
1984
(254)
6/27/2013
1999
(156)
6/27/2013
2005
(154)
6/27/2013
1995
(148)
6/27/2013
1989
(142)
6/27/2013
1984
(6)
6/27/2013
1979
(593)
6/27/2013
1973
(367)
6/27/2013
1987
(412)
6/27/2013
1994
(196)
6/27/2013
1980
(287)
6/27/2013
1998
(324)
6/27/2013
1993
(313)
6/27/2013
1997
(404)
6/27/2013
2001
(448)
6/27/2013
1998
(291)
6/27/2013
1988
(19)
6/27/2013
1995
(201)
6/27/2013
1987
(404)
6/27/2013
1977
(502)
6/27/2013
1981
(264)
6/27/2013
1999
(214)
6/27/2013
2000
(266)
6/27/2013
1999
(289)
6/27/2013
1999
(316)
6/27/2013
1970
(127)
6/27/2013
1974
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Burger King
Austin
Burger King
Germantown
Burger King
Marshfield
Burger King
Weston
Captain D's
Florence
Carl's Jr.
Purcell
Vacant
Brandon
Chedder's Casual Cafe
Bolingbrook
Chedder's Casual Cafe
Lubbock
Chilis
East Peoria
China Buffet
Alvin
China Buffet
Angleton
Denny's
Furr's
Marion
Garland
Golden Corral
Gilbert
Golden Corral
Goodyear
Golden Corral
Surprise
Golden Corral
Palatka
TX
WI
WI
WI
KY
OK
FL
IL
TX
IL
TX
TX
OH
TX
AZ
AZ
AZ
FL
Golden Corral
Zanesville
OH
FL
FL
NC
TN
AL
AL
LA
AR
TX
IL
IL
IL
Hardee's
Pace
Hardee's
Williston
Hardee's
Hardee's
Vacant
Vacant
IHOP
Sparta
Erwin
Auburn
Montgomery
Bossier City
Johnny Carinos
Rogers
Johnny Carinos
Houston
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken / A&W
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Bloomington
Decatur
Granite City
Crawfordsville
IN
Franklin
IN
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
666
644
232
329
248
77
860
1,344
1,053
1,023
110
127
115
1,529
871
686
1,258
853
487
419
395
372
346
1,111
941
541
997
1,328
576
276
102
159
205
999
1,300
885
718
325
513
3,071
1,760
2,345
2,347
299
272
390
3,715
2,910
1,939
4,068
1,048
2,030
435
553
346
406
933
—
1,342
2,540
2,656
1,466
1,619
1,083
1,068
1,375
F-98
(516)
200
—
—
—
—
(2,202)
—
—
—
—
—
—
—
—
—
—
(471)
—
—
—
—
—
—
(591)
—
—
—
—
—
—
—
—
1,149
2,144
1,117
1,047
573
590
1,729
3,104
3,398
3,370
409
399
505
5,244
3,781
2,625
5,326
1,430
2,517
854
948
718
752
2,044
350
1,883
3,537
3,984
2,042
1,895
1,185
1,227
1,580
(161)
6/27/2013
1998
(431)
6/27/2013
1986
(294)
6/27/2013
1986
(238)
6/27/2013
1987
(108)
6/27/2013
1981
(170)
6/27/2013
1980
(229)
6/27/2013
2003
(590)
6/27/2013
1997
(785)
6/27/2013
1997
(786)
6/27/2013
2003
(100)
6/27/2013
1982
(91)
6/27/2013
1982
(131)
6/27/2013
1989
(1,244)
6/27/2013
2008
(975)
6/27/2013
2006
(649)
6/27/2013
2006
(1,363)
6/27/2013
2007
(183)
6/27/2013
1997
(680)
6/27/2013
2002
(144)
6/27/2013
1991
(184)
6/27/2013
1992
(115)
6/27/2013
1983
(135)
6/27/2013
1982
(313)
6/27/2013
1998
—
6/27/2013
1998
(449)
6/27/2013
1998
(851)
6/27/2013
2001
(890)
6/27/2013
2002
(486)
6/27/2013
2004
(537)
6/27/2013
2001
(359)
6/27/2013
1987
(354)
6/27/2013
1979
(456)
6/27/2013
1976
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Kentucky Fried
Chicken
Kentucky Fried
Chicken / A&W
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
Greenwood
Allison Park
Germantown
Green Bay
Milwaukee
Milwaukee
Milwaukee
Milwaukee
Milwaukee
South
Milwaukee
Wauwatosa
West Bend
Charleston
Long John Silver's /
A&W
Collinsville
Long John Silver's /
A&W
Fairview
Heights
Long John Silver's /
A&W
Jacksonville
Long John Silver's /
A&W
Litchfield
Long John Silver's /
A&W
Marion
Long John Silver's /
A&W
Mount Carmel
Long John Silver's /
A&W
Vandalia
Long John Silver's /
A&W
Long John Silver's /
A&W
Long John Silver's /
A&W
West Frankfort
Wood River
Garden City
Long John Silver's /
A&W
Hays
Vacant
Englewood
Long John Silver's /
A&W
Long John Silver's /
A&W
Long John Silver's /
KFC
Fairborn
Austin
Green Bay
Los Tios Mexican
Restaurant
Dalton
IN
PA
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
KS
KS
OH
OH
TX
WI
OH
McDonald's
Scotland Neck
NC
O'Charley's
O'Charley's
Dalton
Tucker
PDM Realty
Kingston
GA
GA
PA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,405
683
913
1,022
773
795
750
975
924
695
615
705
1,514
940
525
431
996
1,059
484
484
996
314
530
624
—
300
477
563
30
—
1,817
866
—
339
246
368
208
396
281
89
197
138
197
135
185
282
220
258
171
194
305
105
101
244
251
120
160
547
103
459
748
18
320
406
1,037
29
F-99
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(924)
—
(376)
(836)
—
—
—
(451)
—
—
—
—
—
—
—
—
1,744
929
1,281
1,230
1,169
1,076
839
1,172
1,062
892
750
890
1,796
1,160
783
602
(466)
6/27/2013
1976
(227)
6/27/2013
1978
(303)
6/27/2013
1989
(339)
6/27/2013
1986
(256)
6/27/2013
1991
(264)
6/27/2013
1992
(249)
6/27/2013
1989
(323)
6/27/2013
1991
(306)
6/27/2013
1992
(231)
6/27/2013
1993
(204)
6/27/2013
1992
(234)
6/27/2013
1972
(502)
6/27/2013
2003
(312)
6/27/2013
2006
(174)
6/27/2013
1976
(143)
6/27/2013
1978
1,190
(330)
6/27/2013
1986
440
589
209
404
565
650
784
96
403
936
(15)
6/27/2013
1983
(161)
6/27/2013
1977
(8)
6/27/2013
1976
(14)
6/27/2013
1977
(104)
6/27/2013
1975
(176)
6/27/2013
1978
(207)
6/27/2013
1994
—
6/27/2013
1974
(99)
6/27/2013
1976
(158)
6/27/2013
1993
1,311
(187)
6/27/2013
1978
48
320
2,223
1,903
29
(10)
6/27/2013
1990
—
6/27/2013
2005
(609)
6/27/2013
1993
(290)
6/27/2013
1993
—
6/27/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
GA
KY
OH
SD
TX
IN
FL
FL
VA
TX
CO
NC
NY
AL
AL
AL
CA
CA
CA
Pizza Hut/WingStreet
Jackson
Pizza Hut/WingStreet
Louisville
Pizza Hut/WingStreet
Delaware
Pizza Hut/WingStreet
Box Elder
Pizza Hut/WingStreet
Crystal City
Ponderosa
Scottsburg
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Blue Goose Cantina
Mexican
Schlotzsky's
Brandon
Tampa
Winter Haven
FL
Bayou Vista
Franklin
Lafayette
Lafayette
Marksville
Greenville
Port Arthur
LA
LA
LA
LA
LA
MS
TX
Newport News
VA
Portsmouth
Grapevine
Colorado
Springs
Sonic Drive-In
Wadesboro
TGI Fridays
Blasdell
Taco Bell
Cullman
Taco Bell
Hartselle
Taco Bell
Taco Bell
Jasper
Corona
Taco Bell
Fairfield
Taco Bell
Fontana
Taco Bell
Moreno Valley
CA
Taco Bell
Rancho
Cucamonga
Taco Bell
Vacaville
Taco Bell
Vacaville
Taco Bell
Kennesaw
CA
CA
CA
GA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
673
539
270
68
148
430
776
673
484
375
283
434
473
487
513
408
381
369
572
530
137
1,215
375
378
445
306
500
524
367
415
522
1,184
162
735
499
721
217
453
141
961
1,065
1,001
709
538
899
901
1,129
977
589
217
230
868
530
266
1,913
1,053
781
814
1,138
1,327
1,016
998
1,210
1,513
1,375
601
F-100
—
—
—
(152)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(940)
—
—
—
—
—
—
—
—
—
—
1,408
1,038
991
133
601
571
1,737
1,738
1,485
1,084
821
1,333
1,374
1,616
1,490
997
598
599
1,440
1,060
403
3,128
488
1,159
1,259
1,444
1,827
1,540
1,365
1,625
2,035
2,559
763
(244)
6/27/2013
1987
(166)
6/27/2013
1975
(239)
6/27/2013
1975
(1)
6/27/2013
1985
(150)
6/27/2013
1981
(47)
6/27/2013
1985
(319)
6/27/2013
1978
(353)
6/27/2013
1976
(332)
6/27/2013
1976
(235)
6/27/2013
1985
(178)
6/27/2013
1985
(298)
6/27/2013
1993
(299)
6/27/2013
1996
(374)
6/27/2013
1987
(324)
6/27/2013
1984
(195)
6/27/2013
1984
(72)
6/27/2013
2002
(76)
6/27/2013
2002
(291)
6/27/2013
1999
(176)
6/27/2013
1997
(88)
6/27/2013
2007
(641)
6/27/2013
2000
—
6/27/2013
1988
(259)
6/27/2013
1996
(270)
6/27/2013
1987
(377)
6/27/2013
1990
(440)
6/27/2013
1985
(337)
6/27/2013
1992
(331)
6/27/2013
1992
(401)
6/27/2013
1992
(502)
6/27/2013
1985
(456)
6/27/2013
1994
(199)
6/27/2013
1984
Property
City
State
Taco Bell
North Corbin
KY
Kentucky Fried
Chicken
Milwaukee
Taco Bell
Montclair
Taco Bell
Rubidoux
Vacant
Taco Bueno
Something Different
Grill
Taco Bueno
Belton
Frisco
Lubbock
N. Richland
Hills
Texas Roadhouse
Kenosha
Tire Warehouse
Fitchburg
Tire Warehouse
Bangor
Wendy's
Anniston
Wendy's
Birmingham
Wendy's
Phenix City
Wendy's
Pine Bluff
Wendy's
Stuttgart
Vacant
Cocoa
Wendy's
Indialantic
Wendy's
Lynn Haven
Wendy's
Wendy's
Melbourne
New Smyrna
Beach
WI
CA
CA
MO
TX
TX
TX
WI
MA
ME
AL
AL
AL
AR
AR
FL
FL
FL
FL
FL
Wendy's
Ormond Beach
FL
Wendy's
Panama
City(Callaway)
Wendy's
Panama City
FL
FL
Wendy's
South Daytona
FL
Wendy's
Tallahassee
Wendy's
Tallahassee
Wendy's
Titusville
Wendy's
Marietta
Wendy's
Brunswick
Wendy's
Columbus
Wendy's
Columbus
Wendy's
Columbus
FL
FL
FL
GA
GA
GA
GA
GA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
139
533
322
415
476
601
228
423
1,061
203
289
454
562
529
221
67
249
592
446
550
476
626
461
445
531
952
855
415
383
306
701
743
478
1,082
1,055
900
1,223
701
577
561
567
1,835
704
1,400
591
990
1,178
1,022
1,038
567
614
852
680
394
561
529
837
432
514
505
761
506
435
1,787
1,184
2,209
F-101
—
—
—
—
—
—
—
—
(14)
—
—
—
—
—
—
—
(591)
—
—
1
—
—
—
—
—
—
—
—
—
—
—
1
—
1,221
1,588
1,222
1,638
1,177
1,178
789
990
2,882
907
1,689
1,045
1,552
1,707
1,243
1,105
225
1,206
1,298
1,231
870
1,187
990
1,282
963
1,466
1,360
1,176
889
741
2,488
1,928
2,687
(359)
6/27/2013
1986
(350)
6/27/2013
1978
(299)
6/27/2013
1996
(405)
6/27/2013
1992
(233)
6/27/2013
2006
(191)
6/27/2013
2000
(186)
6/27/2013
2000
(188)
6/27/2013
2000
(615)
6/27/2013
2001
(228)
6/27/2013
1982
(454)
6/27/2013
1977
(196)
6/27/2013
1976
(329)
6/27/2013
2005
(391)
6/27/2013
1999
(339)
6/27/2013
1989
(344)
6/27/2013
2001
—
6/27/2013
1979
(204)
6/27/2013
1985
(283)
6/27/2013
2005
(226)
6/27/2013
1993
(131)
6/27/2013
1982
(186)
6/27/2013
1994
(175)
6/27/2013
1984
(278)
6/27/2013
1987
(143)
6/27/2013
1980
(170)
6/27/2013
1986
(167)
6/27/2013
1986
(252)
6/27/2013
1984
(168)
6/27/2013
1994
(144)
6/27/2013
1985
(593)
6/27/2013
1999
(393)
6/27/2013
1988
(733)
6/27/2013
2003
Property
City
State
Wendy's
Eastman
GA
Wendy's
Lithia Springs
GA
Wendy's
Sharpsburg
GA
Wendy's
Anderson
Wendy's
Anderson
Wendy's
Pendleton
Wendy's
Louisville
Wendy's
Louisville
Wendy's
Louisville
Wendy's
Minden
Wendy's
Baltimore
Wendy's
Baltimore
Wendy's
Landover
Wendy's
Pasadena
IN
IN
IN
KY
KY
KY
LA
MD
MD
MD
MD
Wendy's
District Heights
MD
Wendy's
Madison
Heights
Wendy's
Bellevue
MI
NE
Wendy's
Buckeye Lake
OH
Wendy's
Hamilton
Wendy's
Hillsboro
Wendy's
Whitehall
Wendy's
Arlington
Wendy's
Dublin
Wendy's
Emporia
Wendy's
Hayes
OH
OH
OH
TX
VA
VA
VA
Wendy's
Mechanicsville
VA
Wendy's
Pounding Mill
VA
Wendy's
Woodbridge
Wendy's
Woodbridge
Wendy's
Fairmont
Wendy's
Moonshine
Ripley
Austin
Fresenius Medical Care
Clinton
VA
VA
WV
WV
TX
NC
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
258
668
649
872
859
448
834
532
857
182
760
904
340
1,049
332
198
338
864
655
291
716
1,322
384
631
304
521
296
1,193
521
224
273
837
139
473
774
1,299
736
707
894
1,379
1,221
1,420
936
802
1,035
267
1,902
275
725
484
877
1,848
1,408
863
1,546
1,401
1,424
859
704
1,404
1,598
615
1,119
871
1,797
2,655
F-102
—
—
—
—
1
1
—
—
1
—
—
1
—
—
—
(478)
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
731
1,442
1,948
1,608
1,567
1,343
2,213
1,753
2,278
1,118
1,562
1,940
607
2,951
607
445
822
1,741
2,503
1,699
1,579
2,868
1,786
2,055
1,163
1,225
1,700
2,791
1,136
1,343
1,144
2,634
2,794
(157)
6/27/2013
1996
(257)
6/27/2013
1988
(431)
6/27/2013
2002
(244)
6/27/2013
1978
(235)
6/27/2013
1978
(297)
6/27/2013
2005
(457)
6/27/2013
2001
(405)
6/27/2013
1998
(471)
6/27/2013
2000
(310)
6/27/2013
2001
(266)
6/27/2013
1995
(344)
6/27/2013
2002
(89)
6/27/2013
1978
(631)
6/27/2013
1997
(91)
6/27/2013
1979
(50)
6/27/2013
1998
(161)
6/27/2013
1981
(291)
6/27/2013
2000
(613)
6/27/2013
2001
(467)
6/27/2013
1985
(286)
6/27/2013
1983
(513)
6/27/2013
1994
(465)
6/27/2013
1993
(472)
6/27/2013
1994
(285)
6/27/2013
1992
(234)
6/27/2013
1989
(466)
6/27/2013
2004
(530)
6/27/2013
1996
(204)
6/27/2013
1978
(371)
6/27/2013
1983
(289)
6/27/2013
1984
(602)
6/27/2013
1998
(741)
6/28/2013
2003
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Fresenius Medical Care
Fairmont
Fresenius Medical Care
Fayetteville
Fresenius Medical Care
Fayetteville
Fresenius Medical Care
Fayetteville
Fresenius Medical Care
Lumberton
Fresenius Medical Care
Pembroke
Fresenius Medical Care
Red Springs
Fresenius Medical Care
Roseboro
Fresenius Medical Care
St. Pauls
Kum & Go
Gillette
Dollar General
Bastrop
NC
NC
NC
NC
NC
NC
NC
NC
NC
WY
LA
Dollar General
Powhatan Point
OH
Dollar General
Millwood
WV
Dollar Tree/Family
Dollar
Walgreens
Gretna
Denver
CVS
Columbia
Dollar General
West Union
Fresenius Medical Care
Fairhope
Fresenius Medical Care
Foley
Fresenius Medical Care
Mobile
Fresenius Medical Care
Defuniak
Springs
Dollar General
Eagle Grove
VA
CO
SC
SC
AL
AL
AL
FL
IA
Dollar General
San Antonio
TX
Dollar General
Farmington
NM
Dollar General
Amarillo
TX
Mount Vernon
IL
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Birch Run
Crosby
Toledo
Webster
Alderson
Walgreens
Castle Rock
Advance Auto Parts
Eden
MI
MN
OH
WI
WV
CO
NC
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,350
2,278
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
201
420
134
178
117
81
101
74
73
878
148
138
98
131
—
—
46
—
287
278
115
100
220
224
198
117
81
49
226
43
166
3,953
—
1,581
320
F-103
1,819
2,379
2,551
3,379
2,216
1,547
1,913
1,404
1,389
2,048
838
784
881
744
4,050
2,811
868
2,035
2,580
2,505
2,180
902
880
898
794
1,050
729
928
905
808
663
3,689
746
7
—
87
99
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(9)
—
9
—
—
—
—
—
86
39
—
—
—
—
—
2,027
2,799
2,772
3,656
2,333
1,628
2,014
1,478
1,462
2,926
986
922
979
875
4,050
2,811
914
2,035
2,858
2,783
2,304
1,002
1,100
1,122
992
1,167
896
1,016
1,131
851
829
5,270
1,066
(508)
6/28/2013
2002
(665)
6/28/2013
1998
(714)
6/28/2013
2004
(945)
6/28/2013
1999
(620)
6/28/2013
1986
(433)
6/28/2013
2009
(535)
6/28/2013
2000
(393)
6/28/2013
2010
(388)
6/28/2013
2008
(664)
6/28/2013
2013
(270)
7/1/2013
2013
(252)
7/2/2013
2013
(284)
7/2/2013
2013
(240)
7/2/2013
2012
(1,392)
7/2/2013
2008
(822)
7/2/2013
2006
(280)
7/3/2013
2011
(564)
7/8/2013
2006
(715)
7/8/2013
2009
(695)
7/8/2013
2009
(605)
7/8/2013
2008
(290)
7/9/2013
2013
(283)
7/9/2013
2013
(289)
7/11/2013
2013
(256)
7/11/2013
2013
(338)
7/11/2013
2012
(253)
7/11/2013
1950
(299)
7/11/2013
1985
(291)
7/11/2013
1942
(260)
7/11/2013
2013
(214)
7/11/2013
2012
(1,268)
7/11/2013
2002
(240)
7/16/2013
2004
Property
City
State
Dollar General
Edinburg
Kum & Go
Muskogee
Monro Muffler
Waukesha
Dollar Tree/Family
Dollar
Harrison
TX
OK
WI
TN
SunTrust Bank
Annapolis
MD
SunTrust Bank
Nashville
Dollar General
Batesville
Dollar General
Batesville
Dollar General
Beebe
Dollar General
Blytheville
Dollar General
Des Arc
Dollar General
Dumas
Dollar General
Gassville
Dollar General
Higden
TN
AR
AR
AR
AR
AR
AR
AR
AR
Dollar General
Lake Village
AR
Dollar General
Lepanto
Dollar General
Little Rock
Dollar General
Marvell
Dollar General
McGehee
Dollar General
Quitman
Dollar General
Searcy
Dollar General
Tuckerman
Dollar General
White Hall
FedEx
Melbourne
Rite Aid
Burton
AR
AR
AR
AR
AR
AR
AR
AR
FL
MI
Rubbermaid
Bowling Green
OH
Vacant
Mishawaka
IN
Walgreens
Walgreens
Adams
Wilson
Applebee's
Fall River
Arby's
Arby's
Arby's
Merritt Island
Orlando
Rockledge
MA
NC
MA
FL
FL
FL
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
102
423
228
74
2,653
567
32
42
51
30
56
46
54
52
64
43
73
40
25
45
29
49
43
159
128
714
375
300
573
275
297
251
381
914
1,691
684
420
2,170
305
285
374
478
285
508
412
325
469
362
389
412
364
228
426
263
280
388
1,433
2,541
13,564
1,500
1,200
1,337
1,558
552
585
571
F-104
—
—
—
—
—
—
7
78
52
50
53
23
21
80
29
—
13
107
29
—
66
81
—
—
24
—
—
—
—
—
—
—
—
1,016
2,114
912
494
(294)
7/16/2013
2013
(544)
7/22/2013
2013
(234)
7/23/2013
2002
(135)
7/23/2013
2006
4,823
(669)
7/23/2013
1976
872
324
494
581
365
617
481
400
601
455
432
498
511
282
471
358
410
431
1,592
2,693
(94)
7/23/2013
1954
(92)
7/25/2013
1998
(126)
7/25/2013
1999
(155)
7/25/2013
1999
(96)
7/25/2013
2000
(171)
7/25/2013
1999
(134)
7/25/2013
2000
(106)
7/25/2013
1999
(159)
7/25/2013
1999
(120)
7/25/2013
1998
(125)
7/25/2013
1995
(133)
7/25/2013
1999
(129)
7/25/2013
1999
(77)
7/25/2013
1998
(133)
7/25/2013
2001
(90)
7/25/2013
1998
(101)
7/25/2013
1999
(125)
7/25/2013
1999
(514)
7/26/2013
2001
(870)
7/26/2013
1999
14,278
(4,869)
7/29/2013
2013
1,875
1,500
1,910
1,833
849
836
952
(483)
7/30/2013
2013
(412)
7/30/2013
1958
(459)
7/30/2013
2002
(535)
7/31/2013
1994
(175)
7/31/2013
1984
(186)
7/31/2013
1985
(181)
7/31/2013
1984
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Arby's
Arby's
Arby's
Vacant
Savannah
GA
Fort Wayne
Winchester
IN
IN
Rochester
NY
N/A - Billboard
Memphis
N/A - Billboard
Memphis
N/A - Billboard
Memphis
N/A - Billboard
Memphis
Burger King
Sierra Vista
Burger King
Cut Off
Burger King
Gonzales
TN
TN
TN
TN
AZ
LA
LA
Burger King
Lake Charles
LA
Burger King
Lake Charles
LA
Burger King
Metairie
Burger King
Opelousas
Burger King
Raceland
Burger King
Belding
Burger King
Warren
LA
LA
LA
MI
MI
Burger King
Kansas CIty
MO
Burger King
Asheville
Burger King
Irondequoit
Burger King
Syracuse
Burger King
Mansfield
Burger King
Cashland
Checkers
New
Philadelphia
Celina
Miami
Checkers
Orlando
NC
NY
NY
OH
OH
OH
FL
FL
Jeremiah's Italian Ice
Winter Springs
FL
Chilis
Denny's
Denny's
Denny's
Denny's
Amarillo
Mesa
Phoenix
Tempe
Henrietta
TX
AZ
AZ
AZ
NY
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
293
529
341
128
33
63
73
90
260
726
380
456
610
728
964
356
221
248
444
728
988
606
191
419
108
621
1,033
734
811
1,089
825
1,567
361
293
647
511
384
—
—
—
—
1,041
1,088
465
456
746
392
964
533
411
745
1,036
595
659
606
766
779
132
—
—
—
1,893
891
1,237
844
241
F-105
—
—
—
(337)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
586
1,176
852
175
33
63
73
90
1,301
1,814
845
912
1,356
1,120
1,928
889
632
993
1,480
1,323
1,647
1,212
957
1,198
240
621
1,033
734
2,704
1,980
2,062
2,411
602
(93)
7/31/2013
1985
(205)
7/31/2013
1987
(162)
7/31/2013
1988
—
7/31/2013
1985
—
7/31/2013
—
7/31/2013
—
7/31/2013
—
7/31/2013
-
-
-
-
(330)
7/31/2013
1994
(345)
7/31/2013
1990
(148)
7/31/2013
1990
(145)
7/31/2013
1980
(237)
7/31/2013
1990
(124)
7/31/2013
1990
(306)
7/31/2013
1978
(169)
7/31/2013
2000
(130)
7/31/2013
1994
(237)
7/31/2013
1987
(329)
7/31/2013
1984
(189)
7/31/2013
1982
(209)
7/31/2013
1980
(192)
7/31/2013
1986
(243)
7/31/2013
1985
(247)
7/31/2013
1986
(45)
7/31/2013
1995
—
7/31/2013
1993
—
7/31/2013
1995
—
7/31/2013
1995
(650)
7/31/2013
1984
(306)
7/31/2013
1994
(425)
7/31/2013
2005
(290)
7/31/2013
1995
(83)
7/31/2013
1970
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Eegee's
Vacant
Tucson
Killeen
Golden Corral
Texarkana
Grandy's
Grandy's
Dallas
Dallas
Grandy's
Greenville
Hardee's
Jacksonville
Hardee's
Chester
AZ
TX
TX
TX
TX
TX
FL
SC
IHOP
Corpus Christi
TX
Jack in the Box
Sacramento
Taqueria El Rodeo de
Jalisco
San Antonio
Mattress Firm
Johnstown
Monterey's Tex Mex
Tulsa
Mezcal Mexican
Restaurant
Grafton
Pizza Hut/WingStreet
Page
Pizza Hut/WingStreet
Dearborn
Pizza Hut/WingStreet
Beckley
Pizza Hut/WingStreet
Waupaca
CA
TX
PA
OK
OH
AZ
MI
WV
WI
Pizza Hut/WingStreet
Huntington
WV
Pizza Hut/WingStreet
Bowling Green
OH
Pizza Hut/WingStreet
Middleburg Hts
OH
Pizza Hut/WingStreet
Sandusky
OH
Vacant
Shamokin
Popeyes
Houston
Pizza Hut/WingStreet
Stamford
Pizza Hut/WingStreet
Kanab
Pizza Hut/WingStreet
Abbotsford
Pizza Hut/WingStreet
Antigo
Pizza Hut/WingStreet
Clintonville
Pizza Hut/WingStreet
Eagle River
Pizza Hut/WingStreet
Hayward
Pizza Hut/WingStreet
Merrill
Pizza Hut/WingStreet
Neilsville
PA
TX
TX
UT
WI
WI
WI
WI
WI
WI
WI
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
357
534
758
725
357
847
875
586
1,176
476
168
389
135
64
66
284
160
61
190
141
128
140
54
295
38
52
159
45
208
28
51
83
35
436
992
3,031
—
—
—
583
563
—
1,110
206
906
406
191
263
528
131
91
4
262
156
171
217
241
115
210
195
252
69
159
205
531
106
F-106
—
(803)
793
723
(138)
7/31/2013
1990
(115)
7/31/2013
1993
—
—
—
—
—
—
—
—
—
745
(326)
—
—
—
—
35
—
—
—
—
(131)
—
—
—
—
100
—
—
—
(100)
—
3,789
(962)
7/31/2013
2001
725
357
847
1,458
1,149
1,176
1,586
374
2,040
215
255
329
812
291
187
194
403
284
311
140
536
153
262
354
397
277
187
256
514
141
—
7/31/2013
1981
—
7/31/2013
1984
—
7/31/2013
1979
(185)
7/31/2013
1993
(157)
7/31/2013
1994
—
7/31/2013
1,995
(352)
7/31/2013
1991
(65)
7/31/2013
1965
(364)
7/31/2013
1995
(28)
7/31/2013
2001
(66)
7/31/2013
1990
(84)
7/31/2013
1977
(168)
7/31/2013
1977
(42)
7/31/2013
1977
(44)
7/31/2013
1991
(1)
7/31/2013
1995
(83)
7/31/2013
1979
(50)
7/31/2013
1985
(54)
7/31/2013
1982
(4)
7/31/2013
1976
(76)
7/31/2013
1976
(36)
7/31/2013
1995
(67)
7/31/2013
1989
(62)
7/31/2013
1980
(102)
7/31/2013
1997
(22)
7/31/2013
1978
(50)
7/31/2013
1991
(65)
7/31/2013
1993
(130)
7/31/2013
1980
(34)
7/31/2013
1995
Property
City
State
Pizza Hut/WingStreet
Plover
Vacant
Schofield
WI
WI
Pizza Hut/WingStreet
Stevens Point
WI
Pizza Hut/WingStreet
Tomahawk
Popeyes
Popeyes
Vacant
Miami
Houston
Indiana
Popeyes
Houston
Quincy's Family
Steakhouse
Mr. & Mrs. Crab
Seafood
Monroe
Orlando
Shoney's
Grenada
Steak 'n Shake
Tampa
Taco Bell
Detroit
Waffle House
Cocoa
Wendy's
Batesville
Wendy's
Little Rock
Wendy's
Little Rock
Filibertos
Wendy's
Payson
Groton
WI
FL
TX
PA
TX
NC
FL
MS
FL
MI
FL
AR
AR
AR
AZ
CT
Wendy's
Bowling Green
OH
The Dalles
OR
Vacant
Vacant
Wendy's
Wendy's
Anderson
Greenville
N. Myrtle
Beach
SC
SC
SC
SC
TX
Vacant
Spartanburg
Whataburger
Ingleside
Denny's
Bloomington
MN
Long John Silver's /
A&W
Penn Hills
Wendy's
Port Orange
Wendy's
Fairburn
Applebee's
Auburn
Applebee's
Phenix City
Applebee's
Arvada
PA
FL
GA
AL
AL
CO
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
85
106
130
35
220
111
676
278
560
1,286
270
951
124
150
155
501
773
679
1,099
502
201
734
516
464
699
1,106
1,184
438
695
1,076
1,155
1,488
754
199
196
390
81
330
166
100
(177)
100
—
—
—
1,255
(1,119)
227
458
—
809
—
704
279
878
500
773
829
900
932
802
897
631
861
572
474
—
656
569
1,316
1,732
2,232
1,760
F-107
—
(246)
(114)
—
785
—
—
—
1
—
(719)
—
(926)
(486)
(1,169)
—
142
(818)
—
—
—
—
—
—
—
—
384
125
620
116
550
277
812
505
772
1,172
1,079
1,736
828
429
1,033
1,002
1,546
789
1,999
508
517
462
1,147
1,467
453
1,580
1,184
1,094
1,264
2,392
2,887
3,720
2,514
(84)
7/31/2013
1995
(2)
7/31/2013
1987
(148)
7/31/2013
1995
(26)
7/31/2013
1986
(105)
7/31/2013
1962
(53)
7/31/2013
1976
(10)
7/31/2013
2000
(72)
7/31/2013
1978
(83)
7/31/2013
1978
(31)
7/31/2013
1998
(257)
7/31/2013
1995
(107)
7/31/2013
1999
(223)
7/31/2013
1989
(89)
7/31/2013
1986
(279)
7/31/2013
1995
(159)
7/31/2013
1983
(245)
7/31/2013
1994
(46)
7/31/2013
1986
(285)
7/31/2013
1978
(67)
7/31/2013
1994
(238)
7/31/2013
1994
(34)
7/31/2013
1995
(200)
7/31/2013
1975
(273)
7/31/2013
1983
(13)
7/31/2013
1977
(150)
7/31/2013
1986
—
7/31/2013
1995
(208)
7/31/2013
1993
(181)
7/31/2013
1996
(418)
7/31/2013
2002
(595)
7/31/2013
1993
(766)
7/31/2013
1999
(604)
7/31/2013
1996
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Applebee's
Applebee's
Applebee's
Brighton
Colorado
Springs
Colorado
Springs
Applebee's
Greeley
Applebee's
Northglenn
Applebee's
Pueblo
Applebee's
Bradenton
Applebee's
Crestview
Applebee's
Crystal River
Applebee's
Davenport
Applebee's
Inverness
Applebee's
Lakeland
Applebee's
Lakeland
Applebee's
Applebee's
Largo
New Port
Richey
Applebee's
Riverview
Applebee's
St. Petersburg
CO
CO
CO
CO
CO
CO
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Applebee's
Temple Terrace
FL
Applebee's
Wesley Chapel
FL
Applebee's
Winter Haven
FL
Applebee's
Augusta
Applebee's
Applebee's
Dublin
Evans
GA
GA
GA
Applebee's
Milledgeville
GA
Applebee's
Savannah
GA
Applebee's
Boise
Applebee's
Nampa
Applebee's
Pocatello
ID
ID
ID
Applebee's
Hobbs
NM
Applebee's
Rio Rancho
NM
Applebee's
Roswell
NM
Applebee's
Clackamas
OR
Applebee's
Lake Oswego
OR
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
657
499
629
559
578
960
2,475
943
1,328
1,506
1,977
1,283
1,959
2,334
1,695
1,849
2,329
2,396
3,272
2,130
1,254
1,171
1,426
1,174
1,329
948
729
612
600
645
405
901
1,352
1,972
1,996
1,888
2,235
1,734
2,879
3,713
1,752
2,467
4,517
2,965
2,383
3,638
3,501
3,147
3,434
3,493
3,594
3,272
2,603
2,329
1,431
2,649
1,761
2,468
1,761
2,915
1,837
3,401
3,654
2,295
2,103
1,652
F-108
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,629
2,495
2,517
2,794
2,312
3,839
6,188
2,695
3,795
6,023
4,942
3,666
5,597
5,835
4,842
5,283
5,822
5,990
6,544
4,733
3,583
2,602
4,075
2,935
3,797
2,709
3,644
2,449
4,001
4,299
2,700
3,004
3,004
(677)
7/31/2013
1998
(685)
7/31/2013
1995
(648)
7/31/2013
1994
(767)
7/31/2013
1995
(595)
7/31/2013
1993
(989)
7/31/2013
1998
(1,275)
7/31/2013
1994
(602)
7/31/2013
2000
(847)
7/31/2013
2001
(1,551)
7/31/2013
2007
(1,018)
7/31/2013
2000
(818)
7/31/2013
1997
(1,249)
7/31/2013
2000
(1,202)
7/31/2013
1995
(1,081)
7/31/2013
1998
(1,180)
7/31/2013
2006
(1,200)
7/31/2013
1994
(1,234)
7/31/2013
1993
(1,124)
7/31/2013
2000
(894)
7/31/2013
1999
(800)
7/31/2013
1987
(491)
7/31/2013
1998
(910)
7/31/2013
2004
(605)
7/31/2013
1999
(848)
7/31/2013
1994
(605)
7/31/2013
1998
(1,001)
7/31/2013
2000
(631)
7/31/2013
1998
(1,168)
7/31/2013
2002
(1,255)
7/31/2013
1995
(788)
7/31/2013
1998
(722)
7/31/2013
1997
(568)
7/31/2013
1993
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Applebee's
Tualatin
Applebee's
Richland
Applebee's
Vancouver
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Arby's
Hopkinsville
KY
Apopka
Atlanta
Grandville
Wyoming
Chattanooga
Memphis
Bojangles
Denver
Bojangles
Statesville
Bruegger's Bagels
Durham
Buffalo Wild Wings
Langhorne
Burger King
Andalusia
Burger King
Atmore
Burger King
Brewton
Burger King
Dothan
Burger King
Dothan
Burger King
Enterprise
Burger King
Evergreen
Burger King
Monroeville
Burger King
Burger King
Burger King
Opp
Troy
Defuniak
Springs
Burger King
Niceville
Burger King
Panama City
Burger King
Springfield
Burger King
Tallahassee
Burger King
Tallahassee
Burger King
Augusta
Burger King
Bainbridge
Burger King
Cairo
OR
WA
WA
FL
GA
MI
MI
TN
TN
NC
NC
NC
PA
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
FL
FL
FL
FL
FL
FL
GA
GA
GA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,116
1,112
718
464
1,207
432
1,133
1,513
201
449
1,013
646
312
815
181
181
307
628
594
437
172
325
214
461
362
598
319
324
720
843
693
347
245
2,072
2,064
1,675
697
987
528
755
648
469
835
1,881
1,937
728
815
1,025
723
920
1,167
1,104
655
689
604
857
1,383
1,087
399
956
971
720
454
2,080
1,042
981
F-109
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
(14)
—
—
—
—
—
—
—
—
(640)
—
—
—
—
—
—
3,188
3,176
2,393
1,161
2,194
960
1,889
2,161
670
1,284
2,894
2,583
1,040
1,630
1,206
904
1,227
1,781
1,698
1,092
861
929
1,071
1,844
1,449
997
635
1,295
1,440
1,297
2,773
1,389
1,226
(712)
7/31/2013
2002
(709)
7/31/2013
2003
(575)
7/31/2013
2001
(221)
7/31/2013
1985
(313)
7/31/2013
1984
(168)
7/31/2013
1985
(240)
7/31/2013
1982
(206)
7/31/2013
1970
(149)
7/31/2013
1998
(265)
7/31/2013
1998
(597)
7/31/2013
1997
(615)
7/31/2013
1988
(231)
7/31/2013
1926
(280)
7/31/2013
1999
(325)
7/31/2013
2000
(230)
7/31/2013
2000
(292)
7/31/2013
1993
(370)
7/31/2013
1983
(350)
7/31/2013
1999
(208)
7/31/2013
1985
(219)
7/31/2013
1997
(192)
7/31/2013
1997
(272)
7/31/2013
1994
(439)
7/31/2013
1984
(345)
7/31/2013
1989
(127)
7/31/2013
1994
(136)
7/31/2013
1998
(308)
7/31/2013
1995
(228)
7/31/2013
1998
(144)
7/31/2013
1980
(660)
7/31/2013
1986
(331)
7/31/2013
1998
(311)
7/31/2013
1997
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Burger King
Roswell
Burger King
Valdosta
Burger King
Des Moines
Burger King
Perry
Burger King
Red Oak
Burger King
Shenandoah
Burger King
Stuart
Burger King
Maywood
GA
GA
IA
IA
IA
IA
IA
IL
Burger King
Detroit
MI
Burger King
Grand Rapids
MI
Burger King
Hudsonville
Burger King
L'Anse
Burger King
Walker
MI
MI
MI
Burger King
Hastings
MN
Burger King
Clarksdale
Burger King
Cleveland
Burger King
Greenville
Burger King
Greenville
Burger King
Greenwood
Burger King
Grenada
MS
MS
MS
MS
MS
MS
Burger King
Philadelphia
MS
Burger King
Yazoo City
MS
Burger King
Blair
Burger King
Wahoo
Burger King
Nashua
Burger King
Dayton
Burger King
Harrisburg
NE
NE
NH
OH
PA
Burger King
North Augusta
SC
Burger King
North Augusta
SC
Burger King
Gallatin
Burger King
Laredo
Burger King
Texas City
Burger King
Rhinelander
TN
TX
TX
WI
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
495
564
1,160
557
334
313
607
860
614
346
451
32
305
328
865
688
573
351
692
536
402
489
272
196
655
569
619
256
450
199
684
421
260
1,156
376
949
680
1,002
582
911
—
—
—
—
—
—
—
1,051
(357)
331
807
676
616
711
608
865
1,606
1,337
820
1,038
805
939
909
1,087
1,109
655
466
412
1,451
1,050
463
1,026
782
606
F-110
—
—
—
—
—
200
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
300
200
1,651
940
2,109
1,237
1,336
895
1,518
1,554
945
1,153
1,127
648
1,016
1,136
1,730
2,294
1,910
1,171
1,730
1,341
1,341
1,398
1,359
1,305
1,310
1,035
1,031
1,707
1,500
662
1,710
1,503
1,066
(367)
7/31/2013
1998
(119)
7/31/2013
1987
(301)
7/31/2013
1987
(216)
7/31/2013
1997
(318)
7/31/2013
1988
(185)
7/31/2013
1988
(289)
7/31/2013
1997
(194)
7/31/2013
2003
(105)
7/31/2013
1988
(256)
7/31/2013
1985
(215)
7/31/2013
1988
(196)
7/31/2013
1999
(226)
7/31/2013
1973
(211)
7/31/2013
1990
(275)
7/31/2013
1988
(510)
7/31/2013
1985
(424)
7/31/2013
2004
(260)
7/31/2013
1993
(329)
7/31/2013
1988
(255)
7/31/2013
1989
(298)
7/31/2013
1993
(288)
7/31/2013
1993
(345)
7/31/2013
1987
(352)
7/31/2013
1990
(208)
7/31/2013
2008
(148)
7/31/2013
1990
(131)
7/31/2013
1985
(460)
7/31/2013
1985
(333)
7/31/2013
1985
(147)
7/31/2013
1984
(325)
7/31/2013
2002
(285)
7/31/2013
1984
(192)
7/31/2013
1986
Property
City
State
Castle Dental
Murfreesboro
TN
Checkers
Jacksonville
Chevy's
Miami
Church's Chicken
Atmore
Church's Chicken
Bay Minette
Church's Chicken
Flomaton
Church's Chicken
Jackson
Church's Chicken
Orlando
Vacant
Augusta
Church's Chicken
Augusta
Church's Chicken
Augusta
Church's Chicken
Charleston
Church's Chicken
Charleston
Church's Chicken
Columbia
Church's Chicken
Columbia
Church's Chicken
Greenville
Church's Chicken
Greenville
Church's Chicken
Church's Chicken
North
Charleston
North
Charleston
Church's Chicken
Orangeburg
Church's Chicken
Spartanburg
Dairy Queen
Woodville
Denny's
Fazoli's
Scottsdale
Carmel
Golden Corral
Wichita
Golden Corral
Baytown
Hardee's
Bremen
Hardee's
Akron
Hardee's
Jefferson
Hardee's
Minerva
Hardee's
Seville
Hardee's
Morristown
Hardee's
Springfield
FL
FL
AL
AL
AL
AL
FL
GA
GA
GA
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
TX
AZ
IN
KS
TX
GA
OH
OH
OH
OH
TN
TN
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
256
731
1,455
144
134
173
127
254
178
256
196
421
500
437
231
254
325
302
407
407
350
98
736
427
560
596
129
207
242
214
151
353
343
256
1,096
783
574
757
518
719
380
533
597
458
344
167
437
428
472
487
302
407
271
525
65
491
522
1,306
1,788
518
483
363
321
454
431
515
F-111
—
—
—
—
—
—
—
—
(591)
—
—
—
—
(486)
(393)
—
(458)
—
—
(299)
(432)
—
—
—
—
—
—
—
—
—
—
—
—
512
1,827
2,238
718
891
691
846
634
120
853
654
765
667
388
266
726
354
604
814
379
443
163
1,227
949
1,866
2,384
647
690
605
535
605
784
858
(88)
7/31/2013
1996
(348)
7/31/2013
1993
(269)
7/31/2013
1995
(182)
7/31/2013
1976
(240)
7/31/2013
2003
(164)
7/31/2013
1981
(228)
7/31/2013
1982
(121)
7/31/2013
1984
(9)
7/31/2013
1981
(189)
7/31/2013
1976
(145)
7/31/2013
1984
(109)
7/31/2013
1973
(53)
7/31/2013
1979
(13)
7/31/2013
1978
(12)
7/31/2013
1977
(150)
7/31/2013
2009
(15)
7/31/2013
1984
(96)
7/31/2013
1976
(129)
7/31/2013
1977
(12)
7/31/2013
1985
(18)
7/31/2013
1978
(21)
7/31/2013
1980
(169)
7/31/2013
1980
(166)
7/31/2013
1986
(414)
7/31/2013
2000
(567)
7/31/2013
1998
(164)
7/31/2013
1980
(153)
7/31/2013
1990
(115)
7/31/2013
1989
(102)
7/31/2013
1990
(144)
7/31/2013
1989
(137)
7/31/2013
1991
(163)
7/31/2013
1990
Property
City
State
America's PowerSports,
Inc.
Round Rock
IHOP
Baytown
Jack in the Box
Cleburne
TX
TX
TX
Jack in the Box
Missouri City
TX
Hooters
Grand Prairie
TX
Johnny Carinos
Midland
Cork & Pig
San Angelo
Taco Bell / KFC
Texarkana
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Dolton
Elmhurst
Hazel Crest
Homewood
Matteson
Mattoon
Taco Bell / KFC
Oak Forest
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Rockford
Springfield
Springfield
Westchester
TX
TX
AR
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
Taco Bell
Crawfordsville
IN
Kentucky Fried
Chicken
Frankfort
Taco Bell
Hartford City
Taco Bell
Kokomo
Taco Bell
Lafayette
Kentucky Fried
Chicken
Lebanon
Taco Bell
Noblesville
Taco Bell
Tipton
Taco Bell / KFC
Minden
Taco Bell / KFC
Shreveport
Taco Bell / KFC
Shreveport
Taco Bell / KFC
Shreveport
Taco Bell / KFC
Shreveport
IN
IN
IN
IN
IN
IN
IN
LA
LA
LA
LA
LA
Taco Bell / KFC
Mount Pleasant
TX
Encumbrances at
December 31,
2019
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Initial Costs (1)
Land
1,688
698
291
451
997
998
769
111
167
242
153
660
399
113
185
201
267
212
238
234
99
99
199
304
337
363
104
274
343
616
427
352
106
Buildings,
Fixtures and
Improvements
9,563
1,297
1,647
837
2,327
2,329
2,306
630
946
969
1,376
1,541
2,259
1,019
1,047
1,142
1,068
1,203
952
934
893
889
798
912
1,348
545
936
639
514
753
522
528
952
F-112
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
250
—
43
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
11,251
(3,284)
7/31/2013
2008
1,995
1,938
1,288
3,574
3,327
3,118
741
1,113
1,211
1,529
2,201
2,658
1,132
1,232
1,343
1,335
1,415
1,190
1,168
992
988
997
1,216
1,685
908
1,040
913
857
(412)
7/31/2013
1998
(523)
7/31/2013
2000
(266)
7/31/2013
1991
(817)
7/31/2013
2001
(800)
7/31/2013
2000
(798)
7/31/2013
2005
(200)
7/31/2013
1980
(300)
7/31/2013
1975
(307)
7/31/2013
1990
(437)
7/31/2013
1982
(489)
7/31/2013
1992
(717)
7/31/2013
1973
(323)
7/31/2013
1973
(332)
7/31/2013
1955
(362)
7/31/2013
1995
(339)
7/31/2013
1987
(382)
7/31/2013
1987
(302)
7/31/2013
1973
(296)
7/31/2013
1991
(283)
7/31/2013
1985
(282)
7/31/2013
1978
(253)
7/31/2013
1993
(290)
7/31/2013
1990
(428)
7/31/2013
1983
(173)
7/31/2013
2005
(297)
7/31/2013
1998
(203)
7/31/2013
1995
(163)
7/31/2013
1995
1,369
(239)
7/31/2013
1995
949
880
(166)
7/31/2013
1997
(168)
7/31/2013
1998
1,058
(302)
7/31/2013
1992
Property
City
State
Taco Bell / KFC
New Boston
Taco Bell / KFC
Green Bay
Taco Bell / KFC
Dunkirk
Taco Bell / KFC
Geneva
TX
WI
NY
NY
Taco Bell / KFC
Canonsburg
PA
Logan's Roadhouse
Owasso
Long John Silver's /
A&W
Merced
Pizza Hut/WingStreet
Eatonton
Pizza Hut/WingStreet
Greensboro
Pizza Hut/WingStreet
Salisbury
Pizza Hut/WingStreet
Norwalk
Pizza Hut/WingStreet
Batesburg
Pizza Hut/WingStreet
Cheraw
Pizza Hut/WingStreet
Columbia
Pizza Hut/WingStreet
Edgefield
Pizza Hut/WingStreet
Pageland
Pizza Hut/WingStreet
St. George
Pizza Hut/WingStreet
Saluda
Pizza Hut/WingStreet
Santee
OK
CA
GA
GA
MD
OH
SC
SC
SC
SC
SC
SC
SC
SC
Pizza Hut/WingStreet
West Columbia
SC
Pizza Hut/WingStreet
Amarillo
Pizza Hut/WingStreet
Amarillo
TX
TX
Pizza Hut/WingStreet
Fort Stockton
TX
Pizza Hut/WingStreet
Midland
Pizza Hut/WingStreet
Midland
Pizza Hut/WingStreet
Monahans
Pizza Hut/WingStreet
Odessa
Pizza Hut/WingStreet
Odessa
Pizza Hut/WingStreet
Odessa
Pizza Hut/WingStreet
Odessa
Pizza Hut/WingStreet
Odessa
Pizza Hut/WingStreet
Pecos
Pizza Hut/WingStreet
Ashland
TX
TX
TX
TX
TX
TX
TX
TX
TX
VA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
125
470
800
569
176
1,449
174
353
569
245
77
261
415
881
221
344
367
346
371
507
339
254
252
414
506
361
456
588
572
627
457
387
589
1,127
574
978
695
1,586
2,173
695
353
465
734
115
484
507
588
410
420
245
346
248
415
1,016
1,015
1,007
506
619
671
847
882
572
766
685
719
—
—
—
—
—
(567)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,093
(362)
F-113
1,252
1,044
1,778
1,264
1,762
3,055
869
706
(358)
7/31/2013
1995
(182)
7/31/2013
1986
(310)
7/31/2013
2000
(221)
7/31/2013
1999
(503)
7/31/2013
1996
(447)
7/31/2013
2006
(221)
7/31/2013
1982
(112)
7/31/2013
1988
1,034
(148)
7/31/2013
1989
979
192
745
922
(233)
7/31/2013
1983
(37)
7/31/2013
1977
(154)
7/31/2013
1987
(161)
7/31/2013
1984
1,469
(186)
7/31/2013
1977
631
764
612
692
619
922
1,355
1,269
1,259
920
1,125
1,032
1,303
1,470
1,144
1,393
1,142
1,106
1,320
(130)
7/31/2013
1986
(133)
7/31/2013
1999
(78)
7/31/2013
1980
(110)
7/31/2013
1995
(79)
7/31/2013
1972
(132)
7/31/2013
1980
(323)
7/31/2013
1976
(322)
7/31/2013
1980
(319)
7/31/2013
2008
(161)
7/31/2013
1975
(196)
7/31/2013
1978
(213)
7/31/2013
1979
(269)
7/31/2013
1976
(280)
7/31/2013
1972
(182)
7/31/2013
1976
(243)
7/31/2013
1979
(217)
7/31/2013
1976
(228)
7/31/2013
1974
(27)
7/31/2013
1989
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Pizza Hut/WingStreet
Bedford
Pizza Hut/WingStreet
Chester
VA
VA
Pizza Hut/WingStreet
Christiansburg
VA
Pizza Hut/WingStreet
Clifton Forge
VA
Pizza Hut/WingStreet
Colonial
Heights
Pizza Hut/WingStreet
Hampton
Pizza Hut/WingStreet
Hopewell
VA
VA
VA
Pizza Hut/WingStreet
Newport News
VA
Pizza Hut/WingStreet
Newport News
VA
Pizza Hut/WingStreet
Petersburg
Pizza Hut/WingStreet
Richmond
Pizza Hut/WingStreet
Richmond
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Popeyes
Rally's
Rally's
Jacksonville
Lakeland
Orlando
Eunice
Ferguson
St. Louis
Omaha
Omaha
Nederland
Orange
Indianapolis
Indianapolis
Sonny's Real Pit BBQ
Venice
TGI Fridays
Royal Palm
Beach
TGI Fridays
Ann Arbor
TGI Fridays
Kentwood
TGI Fridays
Novi
VA
VA
VA
FL
FL
FL
LA
MO
MO
NE
NE
TX
TX
IN
IN
FL
FL
MI
MI
MI
Wild Bill's Sports Salon
Rochester
MN
China Town Buffet
Bismarck
Taco Bell
Albertville
Taco Bell
Dora
ND
AL
AL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
548
473
494
287
311
641
707
394
394
378
666
311
781
830
782
382
128
288
343
264
445
456
1,168
1,168
338
1,530
547
281
1,042
1,347
1,038
419
348
670
1,104
918
861
311
345
864
591
591
701
814
311
955
830
955
891
383
431
515
615
668
847
—
—
507
1,530
1,640
2,533
1,042
1,102
1,928
778
813
F-114
(271)
—
(310)
(271)
(119)
(137)
(295)
—
—
(216)
(277)
(126)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(797)
947
1,577
1,102
877
503
849
(16)
7/31/2013
1977
(350)
7/31/2013
1983
(23)
7/31/2013
1982
(22)
7/31/2013
1978
(8)
7/31/2013
1991
(9)
7/31/2013
1977
1,276
(22)
7/31/2013
1985
985
985
863
1,203
496
1,736
1,660
1,737
1,273
511
719
858
879
1,113
1,303
1,168
1,168
845
3,060
2,187
2,814
2,084
2,449
2,966
1,197
364
(188)
7/31/2013
1969
(188)
7/31/2013
1970
(18)
7/31/2013
1979
(20)
7/31/2013
1978
(8)
7/31/2013
1991
(303)
7/31/2013
1955
(263)
7/31/2013
1999
(303)
7/31/2013
2004
(283)
7/31/2013
1986
(122)
7/31/2013
1984
(137)
7/31/2013
1978
(163)
7/31/2013
1996
(195)
7/31/2013
1985
(212)
7/31/2013
1988
(269)
7/31/2013
1984
—
7/31/2013
2005
—
7/31/2013
2005
(174)
7/31/2013
1978
(525)
7/31/2013
2001
(563)
7/31/2013
1998
(870)
7/31/2013
1983
(358)
7/31/2013
1994
(378)
7/31/2013
1993
(662)
7/31/2013
2000
(247)
7/31/2013
2000
—
7/31/2013
1995
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Taco Bell
Warrior
Taco Bell
Winfield
Taco Bell
Suisun City
Taco Bell
Vacant
Marion
Dayton
Qdoba Mexican Grill
Hutchinson
Taco Bueno
Arlington
Burger King
Waco
AL
AL
CA
IN
OH
KS
TX
TX
TitleMax
Gainesville
GA
Tumbleweed
Terre Haute
IN
Tumbleweed
Louisville
Tumbleweed
Maysville
Tumbleweed
Owensboro
KY
KY
KY
Tumbleweed
Bellefontaine
OH
Tumbleweed
Springfield
Tumbleweed
Wooster
Tumbleweed
Zanesville
Wendy's
Auburn
Wendy's
Fayetteville
Wendy's
Little Rock
Wendy's
Orange
Wendy's
Lake Wales
Wendy's
Merritt Island
OH
OH
OH
AL
AR
AR
CT
FL
FL
Wendy's
Ormond Beach
FL
Wendy's
Titusville
Wendy's
Albany
Vacant
Hogansville
Wendy's
Morrow
Wendy's
Savannah
Wendy's
Bourbonnais
Wendy's
Joliet
Wendy's
Kankakee
Wendy's
Mokena
FL
GA
GA
GA
GA
IL
IL
IL
IL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
364
278
355
496
129
561
597
595
221
434
468
353
355
234
549
342
639
718
463
532
1,343
975
720
503
414
414
240
755
720
346
642
250
665
675
834
1,419
921
732
841
895
892
270
1,303
1,404
823
1,420
938
1,280
799
1,491
1,333
463
650
1,641
1,462
589
503
770
1,656
1,359
922
720
1,039
963
1,419
997
F-115
(701)
—
—
—
(786)
—
—
(842)
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
(1,081)
—
—
—
—
—
—
338
1,112
1,774
1,417
75
1,402
1,492
645
491
1,737
1,872
1,176
1,775
1,172
1,829
1,141
2,130
2,052
926
1,182
2,984
2,437
1,309
1,006
1,184
2,070
518
1,677
1,440
1,385
1,605
1,669
1,662
—
7/31/2013
1996
(265)
7/31/2013
2008
(450)
7/31/2013
1986
(292)
7/31/2013
1994
—
7/31/2013
1995
(267)
7/31/2013
2000
(284)
7/31/2013
2000
(16)
7/31/2013
1995
(93)
7/31/2013
2007
(448)
7/31/2013
1997
(482)
7/31/2013
2001
(283)
7/31/2013
2000
(488)
7/31/2013
1997
(322)
7/31/2013
1999
(440)
7/31/2013
1998
(274)
7/31/2013
1997
(512)
7/31/2013
1998
(423)
7/31/2013
2000
(147)
7/31/2013
1989
(206)
7/31/2013
1978
(521)
7/31/2013
1995
(464)
7/31/2013
1999
(187)
7/31/2013
1990
(160)
7/31/2013
1984
(244)
7/31/2013
1996
(525)
7/31/2013
1995
(25)
7/31/2013
1985
(293)
7/31/2013
1990
(229)
7/31/2013
2001
(330)
7/31/2013
1993
(306)
7/31/2013
1977
(450)
7/31/2013
2005
(316)
7/31/2013
1992
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Wendy's
Anderson
Wendy's
Anderson
Wendy's
Connersville
Wendy's
Richmond
Wendy's
Richmond
Popeyes
Eatontown
Wendy's
Auburn
Wendy's
Binghamton
Wendy's
Corning
Wendy's
Cortland
Wendy's
Endicott
Wendy's
Horseheads
Wendy's
Owego
Wendy's
Centerville
Wendy's
Cincinnati
Wendy's
Dayton
Wendy's
Fairborn
Wendy's
Fairborn
Wendy's
Fairfield
Wendy's
Hamilton
Wendy's
Lancaster
Wendy's
Miamisburg
Wendy's
Middletown
Wendy's
Middletown
Wendy's
Middletown
IN
IN
IN
IN
IN
NJ
NY
NY
NY
NY
NY
NY
NY
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
Wendy's
Saint Bernard
OH
Wendy's
Springboro
OH
Wendy's
West Carrollton
OH
Wendy's
West Chester
OH
Wendy's
West Chester
OH
Wendy's
Wintersville
Wendy's
Enid
Wendy's
Ponca City
OH
OK
OK
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
505
584
324
735
661
651
465
293
191
635
313
72
101
615
939
723
629
604
794
908
552
888
755
752
494
432
891
708
944
616
621
158
529
757
713
1,298
1,716
992
796
1,085
879
1,717
952
1,253
1,369
1,915
1,434
1,408
1,343
1,468
1,408
970
1,362
1,025
1,086
1,133
920
1,481
1,009
1,336
865
772
924
1,449
893
983
F-116
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
1
—
—
1,262
1,297
1,622
2,451
1,653
1,447
1,550
1,172
1,908
1,587
1,566
1,441
2,016
2,049
2,347
2,066
2,097
2,012
1,765
2,270
1,577
1,974
1,888
1,672
1,975
1,441
2,227
1,573
1,716
1,540
2,071
1,051
1,512
(240)
7/31/2013
1995
(226)
7/31/2013
1976
(412)
7/31/2013
1989
(544)
7/31/2013
1989
(315)
7/31/2013
1989
(253)
7/31/2013
1987
(344)
7/31/2013
1977
(279)
7/31/2013
1978
(545)
7/31/2013
1996
(302)
7/31/2013
1984
(398)
7/31/2013
1987
(434)
7/31/2013
1982
(608)
7/31/2013
1989
(455)
7/31/2013
1997
(447)
7/31/2013
1980
(426)
7/31/2013
1977
(466)
7/31/2013
1999
(447)
7/31/2013
1992
(308)
7/31/2013
1981
(432)
7/31/2013
2002
(325)
7/31/2013
1984
(345)
7/31/2013
1995
(359)
7/31/2013
1995
(292)
7/31/2013
1995
(470)
7/31/2013
1977
(320)
7/31/2013
1985
(424)
7/31/2013
1982
(275)
7/31/2013
1979
(245)
7/31/2013
1982
(293)
7/31/2013
2005
(460)
7/31/2013
1977
(284)
7/31/2013
2003
(312)
7/31/2013
1979
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Wendy's
Sayre
Wendy's
Brentwood
Wendy's
Crossville
Wendy's
Manchester
Wendy's
Mcminnville
PA
TN
TN
TN
TN
Wendy's
Murfreesboro
TN
Wendy's
Nashville
Wendy's
Nashville
TN
TN
Wendy's
Corpus Christi
TX
Wendy's
El Paso
TX
Wendy's
Christiansburg
VA
Wendy's
Hillsville
Wendy's
Lebanon
Wendy's
Wytheville
Wendy's
Beloit
Wendy's
Fitchburg
Wendy's
Germantown
Wendy's
Greenfield
Wendy's
Janesville
Wendy's
Kenosha
Wendy's
Kenosha
Wendy's
Madison
Wendy's
Milwaukee
Wendy's
Milwaukee
Wendy's
Milwaukee
Wendy's
New Berlin
Wendy's
Oak Creek
Wendy's
Sheboygan
Wendy's
West Allis
VA
VA
VA
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
Wendy's
Bridgeport
WV
Wendy's
Buckhannon
WV
Wendy's
Parkersburg
WV
Wendy's
Parkersburg
WV
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
372
339
190
245
255
586
592
328
646
630
416
324
431
598
1,138
662
419
487
647
322
965
454
810
338
436
903
577
676
583
273
157
295
311
1,115
1,356
760
1,390
1,443
1,088
1,100
1,313
1,198
1,889
624
973
1,006
897
931
1,230
1,257
1,137
971
1,290
1,447
1,362
810
1,351
1,015
739
1,347
1,014
1,083
818
890
885
1,243
F-117
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
1,487
1,695
950
1,635
1,698
1,674
1,692
1,641
1,845
2,519
1,040
1,297
1,437
1,495
2,069
1,892
1,676
1,624
1,618
1,612
2,412
1,816
1,620
1,689
1,452
1,642
1,924
1,690
1,666
1,091
1,047
1,180
1,554
(354)
7/31/2013
1994
(430)
7/31/2013
1982
(241)
7/31/2013
1978
(441)
7/31/2013
1984
(458)
7/31/2013
2010
(345)
7/31/2013
1983
(349)
7/31/2013
1983
(417)
7/31/2013
1983
(381)
7/31/2013
1987
(599)
7/31/2013
1996
(198)
7/31/2013
1980
(309)
7/31/2013
2001
(319)
7/31/2013
1983
(285)
7/31/2013
2003
(295)
7/31/2013
2002
(390)
7/31/2013
2003
(399)
7/31/2013
1989
(361)
7/31/2013
2001
(308)
7/31/2013
1991
(409)
7/31/2013
1984
(459)
7/31/2013
1986
(432)
7/31/2013
1998
(257)
7/31/2013
1979
(429)
7/31/2013
1985
(323)
7/31/2013
1983
(234)
7/31/2013
1983
(428)
7/31/2013
1999
(322)
7/31/2013
1995
(344)
7/31/2013
1984
(260)
7/31/2013
1984
(283)
7/31/2013
1987
(281)
7/31/2013
1979
(395)
7/31/2013
1977
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Wendy's
Parkersburg
WV
Wendy's
Saint Marys
WV
Wendy's
Vienna
WV
Whataburger
Edna
Whataburger
Lubbock
Kentucky Fried
Chicken
Kentucky Fried
Chicken
Warren
New
Kensington
TX
TX
OH
PA
China Wok
Springfield
MO
Torchy's Tacos
Dollar Tree/Family
Dollar
Waco
Plano
DaVita Dialysis
St. Pauls
Dollar General
Elkview
Dollar General
Doolittle
Dollar General
Malden
Dollar General
Amarillo
Dollar General
Mercedes
Dollar General
Annandale
Walgreens
Baltimore
Dollar Tree/Family
Dollar
Etoile
Dollar General
Avinger
Dollar General
Amarillo
Dollar General
Boling
Dollar General
Ganado
Dollar General
San Antonio
Dollar General
South Pekin
FedEx
Tinicum
Dollar General
Brookeland
Mattress Firm
Rock Hill
Dollar General
Rolla
Dollar General
Mahomet
TX
TX
NC
WV
MO
MO
TX
TX
MN
MD
TX
TX
TX
TX
TX
TX
IL
PA
TX
SC
MO
IL
Dollar General
Pequot Lakes
MN
Dollar General
Savannah
MO
Dollar General
San Benito
TX
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
241
70
301
290
432
426
324
753
595
468
138
274
137
108
153
215
212
964
1,322
702
869
647
640
487
753
893
869
1,246
823
778
974
866
859
848
1,185
2,764
850
830
877
831
857
776
933
45
44
97
92
95
333
104
—
93
385
209
292
155
270
202
—
—
—
—
—
(421)
(260)
(973)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,205
1,392
1,003
1,159
1,079
645
551
533
1,488
1,337
1,384
1,097
915
1,082
1,019
1,074
1,060
3,949
895
874
974
923
952
1,109
1,037
(306)
7/31/2013
1996
(419)
7/31/2013
2001
(223)
7/31/2013
1976
(276)
7/31/2013
1986
(205)
7/31/2013
1992
(66)
7/31/2013
1987
(57)
7/31/2013
1967
(11)
7/31/2013
2006
(283)
7/31/2013
2000
(278)
8/1/2013
2013
(343)
8/2/2013
2006
(263)
8/2/2013
2013
(249)
8/2/2013
2013
(311)
8/2/2013
2013
(277)
8/2/2013
2013
(275)
8/2/2013
2013
(271)
8/2/2013
2013
(943)
8/6/2013
2000
(272)
8/6/2013
2013
(265)
8/8/2013
2013
(280)
8/13/2013
2013
(266)
8/13/2013
2013
(274)
8/13/2013
2013
(248)
8/13/2013
2013
(298)
8/14/2013
2013
32,180
549
32,729
(11,607)
8/15/2013
2013
840
898
835
877
880
811
807
F-118
—
—
—
—
—
—
—
933
1,283
1,044
1,169
1,035
1,081
1,009
(269)
8/15/2013
2013
(287)
8/21/2013
2008
(267)
8/21/2013
2013
(280)
8/22/2013
2013
(281)
8/22/2013
2013
(259)
8/23/2013
2013
(258)
8/23/2013
2013
Property
City
State
Advance Auto Parts
Fort Atkinson
WI
FedEx
Lebanon
Dollar General
Diana
Dollar General
Lubbock
Dollar General
Cedar Falls
OH
TX
TX
IA
Marble Hill
MO
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Applebee's
Applebee's
Des Moines
Thorp
Oxford
Pueblo
IA
WI
AL
CO
CO
Applebee's
Thornton
Applebee's
Garden City
ID
Applebee's
Roseburg
Applebee's
Vancouver
Bandana's Bar-B-Q
Restaurant
Fenton
Johnny Carinos
Columbus
Johnny Carinos
Muncie
Applebee's
Gresham
OR
WA
MO
IN
IN
OR
Applebee's
Alamogordo
NM
Dollar General
Sand Springs
OK
Dollar General
Sand Springs
OK
Dollar General
Sand Springs
OK
Dollar General
Staples
MN
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Greensburg
Centerville
Lumberton
Jackson
Dollar General
Lexington
Dollar Tree/Family
Dollar
Carlin
KS
TX
NC
MI
MO
NV
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Cold Springs
NV
Mountain View
WY
Clarendon
TX
TX
24 Hour Fitness
Woodlands
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
353
1,492
186
199
96
38
152
90
1,162
752
681
628
717
791
470
809
540
853
271
143
43
198
150
80
226
151
93
149
99
217
44
83
824
8,452
743
796
862
719
863
810
2,157
2,257
2,043
2,512
1,673
1,846
314
1,888
2,160
2,560
2,438
811
819
791
848
718
679
603
525
846
895
869
838
749
—
—
—
—
—
—
5
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Accumulated
Depreciation
Date
Acquired
Date of
Construction
(263)
8/26/2013
2004
(3,190)
8/26/2013
2013
(238)
8/27/2013
2013
(254)
8/28/2013
2013
(275)
8/28/2013
2013
(230)
8/29/2013
2013
(277)
8/30/2013
2013
(259)
8/30/2013
2013
(711)
8/30/2013
1995
(769)
8/30/2013
1998
(696)
8/30/2013
1994
(856)
8/30/2013
2003
(570)
8/30/2013
2000
(629)
8/30/2013
2001
(107)
8/30/2013
1986
(643)
8/30/2013
2004
(736)
8/30/2013
2003
(872)
8/30/2013
2004
(831)
8/30/2013
2000
(257)
9/3/2013
2013
(260)
9/3/2013
2013
(251)
9/3/2013
2012
(269)
9/4/2013
2013
(228)
9/9/2013
2012
(215)
9/10/2013
2013
(191)
9/11/2013
2005
(167)
9/12/2013
2007
(268)
9/13/2013
2013
(284)
9/13/2013
2012
1,177
9,944
929
995
958
757
1,020
900
3,319
3,009
2,724
3,140
2,390
2,638
784
2,697
2,700
3,413
2,709
954
862
989
998
798
905
754
618
995
994
1,086
(276)
9/13/2013
2013
882
832
(266)
9/13/2013
2013
(238)
9/17/2013
2013
2,690
7,463
215
10,368
(2,861)
9/24/2013
2002
F-119
Property
City
State
Citizens Bank
Warwick
RI
The UPS Store
Elizabethtown
KY
Dollar General
Milaca
Dollar General
Chelyan
Walgreens
Orlando
MN
WV
FL
Dollar Tree/Family
Dollar
Intrnatnl Falls
MN
First Bank
Lake Mary
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
5,025
3,015
5,045
5,226
4,724
—
2,258
4,020
4,121
3,719
4,355
5,695
5,360
3,015
2,781
3,719
3,920
4,925
2,446
3,082
2,613
3,538
2,312
2,814
4,147
1,870
1,460
102
273
1,007
32
1,230
1,511
901
1,890
2,493
2,163
1,998
587
2,385
1,895
2,439
1,142
1,873
1,757
1,022
378
975
1,029
1,295
950
1,209
1,190
1,390
846
915
2,453
8,828
10,336
697
777
11,395
(2,842)
9/24/2013
1995
12,573
(3,648)
9/24/2013
2001
—
—
—
—
4
4
15
16
17
19
15
16
16
16
16
15
16
14
15
15
17
17
17
16
15
15
16
15
15
15
1,018
1,365
2,876
640
2,738
6,048
3,620
6,315
7,140
6,198
8,008
2,950
5,316
5,430
4,894
5,725
7,508
7,042
4,104
3,797
4,891
5,164
6,490
3,182
4,046
3,415
4,649
3,398
3,674
6,147
(290)
9/24/2013
2013
(346)
9/27/2013
2013
(633)
9/30/2013
1996
(193)
9/30/2013
1966
(454)
10/1/2013
1990
(1,527)
10/1/2013
2012
(912)
10/1/2013
2012
(1,485)
10/1/2013
2012
(1,560)
10/1/2013
2012
(1,353)
10/1/2013
2012
(2,018)
10/1/2013
2011
(792)
10/1/2013
2012
(983)
10/1/2013
2012
(1,186)
10/1/2013
2012
(823)
10/1/2013
2012
(1,538)
10/1/2013
2012
(1,892)
10/1/2013
2012
(1,775)
10/1/2013
2012
(1,034)
10/1/2013
2012
(1,147)
10/1/2013
2011
(1,314)
10/1/2013
2011
(1,387)
10/1/2013
2011
(1,744)
10/1/2013
2012
(748)
10/1/2013
2010
(951)
10/1/2013
2012
(745)
10/1/2013
2011
(1,093)
10/1/2013
2011
(855)
10/1/2013
2011
(925)
10/1/2013
2011
(1,239)
10/1/2013
2011
916
1,092
1,869
608
1,504
4,533
2,704
4,409
4,630
4,016
5,995
2,347
2,915
3,519
2,439
4,568
5,619
5,271
3,067
3,404
3,899
4,118
5,178
2,216
2,822
2,210
3,243
2,537
2,744
3,679
F-120
FL
AZ
AZ
CA
CA
CA
CT
FL
LA
LA
Phoenix
Phoenix
Fresno
Palmdale
Sacramento
Norwich
Lakeland
Mandeville
Metairie
New Orleans
LA
Slidell
Hingham
Malden
St. Joseph
Beaufort
LA
MA
MA
MO
NC
Albuquerque
NM
Albuquerque
NM
Las Cruces
NM
Tulsa
Jackson
Knoxville
Converse
Dumas
Elsa
Ft . Worth
OK
TN
TN
TX
TX
TX
TX
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
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
San Antonio
San Antonio
San Antonio
San Juan
Norfolk
Portsmouth
Roanoke
TX
TX
TX
TX
VA
VA
VA
Virginia Beach
VA
Williamsburg
VA
First Bank
Pinellas Park
FL
Huntington National
Bank
Huntington National
Bank
Jefferson
Conneaut
Morgan's Foods
Pittsburgh
OH
OH
PA
Morgan's Foods
Benwood
WV
Mattress Firm
Daphne
Bojangles
Troutman
AL
NC
Bojangles
Fountain Inn
SC
Dollar General
Adams
MA
Dollar General
Modena
Tractor Supply
Mims
Tractor Supply
Plaistow
FedEx
London
Dollar General
Hawley
Dollar General
Weslaco
Dollar General
Billings
Dollar General
Texarkana
NY
FL
NH
KY
MN
TX
MO
TX
Dollar Tree/Family
Dollar
University Park
IL
Dollar General
Roseau
Dollar General
Lytle
MN
TX
Dollar General
New Braunfels
TX
Academy Sports +
Outdoors
Academy Sports +
Outdoors
Mobile
Smyrna
Abbott Laboratories
Waukegan
AL
TN
IL
3,806
4,422
2,660
2,345
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,996
2,034
868
610
697
1,230
825
683
907
630
255
205
180
123
528
718
287
254
249
310
638
350
89
205
139
136
295
143
243
156
1,311
2,109
4,734
2,993
3,778
2,605
2,441
2,789
3,690
2,474
3,868
5,137
1,470
765
477
269
287
1,233
1,077
1,150
1,016
996
2,787
2,552
3,151
803
822
790
772
688
808
971
883
7,431
8,434
16
15
16
15
15
16
14
14
15
4
7
7
3
4
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,005
5,827
3,489
3,066
3,501
4,936
3,313
4,565
6,059
2,104
1,027
689
452
414
1,761
1,795
1,437
1,270
1,245
3,097
3,190
3,501
892
1,027
929
908
983
951
1,214
1,039
8,742
(1,009)
10/1/2013
2011
(1,273)
10/1/2013
2011
(879)
10/1/2013
2012
(823)
10/1/2013
2012
(940)
10/1/2013
2011
(1,243)
10/1/2013
2012
(834)
10/1/2013
2011
(1,303)
10/1/2013
2012
(1,730)
10/1/2013
2011
(443)
10/1/2013
1980
(231)
10/1/2013
1963
(145)
10/1/2013
1971
(84)
10/1/2013
1995
(89)
10/1/2013
1995
(388)
10/1/2013
2013
(419)
10/10/2013
2012
(447)
10/10/2013
2012
(320)
10/10/2013
2012
(314)
10/10/2013
2012
(778)
10/10/2013
2012
(712)
10/10/2013
2012
(1,102)
10/11/2013
2013
(253)
10/16/2013
2013
(259)
10/16/2013
2013
(249)
10/17/2013
2013
(243)
10/25/2013
2013
(217)
10/29/2013
2013
(254)
10/30/2013
2013
(306)
10/30/2013
2013
(278)
10/30/2013
2013
(2,072)
11/1/2013
2012
10,543
(2,351)
11/1/2013
2012
21,319
1,960
28,013
(6,551)
11/5/2013
1980
F-121
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Aetna Life Insurance
Fresno
amec
AT&T
Houston
Richardson
Becton Dickinson
San Antonio
Bunge North America
Fort Worth
Cadbury
Whippany
All About Cha
Tulsa
Comcast
Englewood
Cooper Tires
Franklin
Crozer-Keystone
HealthSystem
Ridley Park
Bob's Stores
Randolph
Peraton
Herndon
CA
TX
TX
TX
TX
NJ
OK
CO
IN
PA
MA
VA
Farmers Insurance
Mercer Island
WA
GM Financial
Arlington
General Service
Administration
Ponce
MDC Holdings Inc.
Denver
TX
PR
CO
PA
—
—
10,630
8,894
—
—
—
—
14,385
—
—
—
—
—
—
—
—
Giant
Lowe's
Levittown
4,716
9,955
New Orleans
LA
11,555
10,315
20,728
Metro by T-Mobile
Richardson
Michelin
Louisville
Pearson
Lawrence
TX
KY
KS
BHC Marketing
The Woodlands
TX
Pulte Mortgage
Englewood
CO
Teva Pharmaceuticals
Malvern
Tiffany & Co.
Parsippany
Time Warner Cable
Milwaukee
T-Mobile
Nashville
Mars Petcare
Columbia
PA
NJ
WI
TN
SC
7,316
—
—
—
—
—
—
—
—
—
APG Polytech
The Woodlands
TX
14,391
The Vitamin Shoppe
Ashland
Walgreens
Portsmouth
Dollar General
Joplin
Dollar General
Laurie
VA
VA
MO
MO
—
—
—
—
1,292
1,120
2,548
4,724
2,563
2,666
2,248
3,081
1,190
1,875
5,219
2,399
730
144
102
3,405
2,524
1,891
1,666
1,100
2,767
1,253
1,490
4,438
—
2,840
1,384
22,343
30,398
31,118
19,092
8,433
2,937
28,685
(3,888)
11/5/2013
1969
1
728
94
—
32,923
(8,782)
11/5/2013
1998
33,737
(9,055)
11/5/2013
1986
20,852
(5,365)
11/5/2013
2008
9,533
(2,610)
11/5/2013
2005
38,018
(22,414)
18,371
—
11/5/2013
2004
70,274
1,868
73,395
(19,571)
11/5/2013
1995
5,060
33,994
6,114
6,826
8
—
(5,092)
276
6,558
(1,553)
11/5/2013
1999
38,432
(11,784)
11/5/2013
2009
1,022
9,942
(20)
11/5/2013
1976
(2,280)
11/5/2013
1965
53,584
(12,143)
42,825
(2,634)
11/5/2013
1999
24,285
28,210
35,553
7,901
1,780
—
—
52,495
(7,934)
11/5/2013
1982
43,454
(10,426)
11/5/2013
1998
9,313
(5,494)
5,599
(174)
11/5/2013
1995
12,648
66,398
1,921
80,967
(18,820)
11/5/2013
2001
—
—
769
—
14,671
(2,842)
11/5/2013
2006
31,043
(5,918)
11/5/2013
2005
21,667
(5,703)
11/5/2013
1986
8,883
(2,691)
11/5/2013
2011
19,606
7,763
18,057
(3,435)
17,170
(2,605)
11/5/2013
1997
40,332
22,026
28
475
45,084
(11,004)
11/5/2013
2009
25,064
(6,355)
11/5/2013
2009
40,981
(6,124)
37,523
(5,300)
11/5/2013
1999
81,081
22,512
15,847
19,591
19,196
19,663
3,311
816
918
F-122
—
83,329
(28,106)
11/5/2013
1997
1,095
1,428
26,688
(6,661)
11/5/2013
2001
18,465
(4,683)
11/5/2013
2002
(984)
20,482
(4,391)
11/5/2013
2014
7,862
32,277
(4,214)
11/5/2013
2014
—
—
—
—
22,062
(6,816)
11/5/2013
2013
4,041
960
1,020
(1,105)
11/5/2013
1998
(255)
11/12/2013
2013
(287)
11/15/2013
2013
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar General
San Juan
Dollar Tree/Family
Dollar
Oakwood
Dollar General
Kyle
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Lombard
Markesan
TX
TX
TX
IL
WI
Cincinnatus
NY
Dollar Tree/Family
Dollar
Remus
Bank of America
Merced
Bank of America
Asheville
Bank of America
Charlotte
Vacant
Grants Pass
Old Country Buffet
Burbank
Home Town Buffet
Rialto
Vacant
San Luis
Obispo
Home Town Buffet
Santa Maria
Vacant
Lone Tree
Home Town Buffet
Newark
MI
CA
NC
NC
OR
CA
CA
CA
CA
CO
DE
United Buffet and
Grille
Hagerstown
MD
Fire Mountain Buffet
Summerville
SC
Home Town Buffet
Union Gap
WA
Fire Mountain Buffet
Charleston
Ryan's Buffet
Clarksburg
General Electric
Longmont
Goodyear
Stockbridge
Goodyear
DeKalb
WV
WV
CO
GA
IL
Goodyear
Lockbourne
OH
Goodyear
Goodyear
York
Terrell
PA
TX
Goodyear
McDonough
GA
PNC Bank
Woodbury
Walgreens
Talladega
Walgreens
Tucker
NJ
AL
GA
Walgreens
Dover-foxcroft
ME
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
169
133
101
1,008
92
287
49
512
383
62
393
246
265
195
191
196
177
244
245
253
243
—
1,402
1,222
4,476
3,107
1,980
2,516
1,797
465
377
793
256
956
752
910
543
831
862
992
2,195
195
642
2,979
1,309
1,261
1,013
1,006
1,014
1,129
1,306
1,308
1,320
1,305
1,639
—
—
—
—
—
—
—
383
—
—
1,125
885
1,011
1,551
923
1,149
1,041
3,090
578
704
(299)
11/15/2013
2013
(235)
11/20/2013
2013
(282)
12/6/2013
2013
(168)
12/12/2013
1967
(258)
12/12/2013
2013
(267)
12/30/2013
2013
(322)
1/2/2014
2012
(730)
1/8/2014
1980
(63)
1/8/2014
1993
(204)
1/8/2014
1983
(1,271)
2,101
(15)
1/8/2014
1963
(1,093)
(1,046)
(844)
(763)
(1,070)
(739)
(1,506)
(1,241)
(1,223)
(1,228)
(1,306)
462
480
364
434
140
567
44
312
350
320
333
(137)
1/8/2014
2001
(213)
1/8/2014
1998
(294)
1/8/2014
2000
(117)
1/8/2014
2002
(45)
1/8/2014
1995
(203)
1/8/2014
1983
(25)
1/8/2014
2001
(90)
1/8/2014
1997
(136)
1/8/2014
2002
(112)
1/8/2014
2000
(106)
1/8/2014
2001
15,640
1,260
18,302
(5,687)
1/8/2014
1993
32,119
44,516
28,868
53,396
34,804
21,264
2,633
1,311
1,419
2,659
F-123
—
395
—
366
—
—
—
—
—
22
33,341
(11,514)
1/8/2014
1995
49,387
(15,948)
1/8/2014
1999
31,975
(9,933)
1/8/2014
1998
55,742
(18,132)
1/8/2014
2001
37,320
(12,449)
1/8/2014
1998
23,061
(7,402)
1/8/2014
1995
3,098
1,688
2,212
2,937
(831)
1/8/2014
1971
(441)
1/8/2014
1997
(474)
1/8/2014
1996
(902)
1/8/2014
1999
Property
City
State
Walgreens
Fort Fairfield
ME
Walgreens
Fort Kent
Dollar General
Van Buren
Walgreens
Burlington
Rite Aid
Rite Aid
Rite Aid
Popeyes
Popeyes
Popeyes
Popeyes
Bristol
Winchester
Meadville
Carol City
Pensacola
Tampa
Grenada
Sovereign Bank
Linden
ME
ME
NC
NH
NH
PA
FL
FL
FL
MS
NJ
Sovereign Bank
Kennett Square
PA
State of Colorado
Longmont
CO
US Bank
Garfield Height
OH
Vacant
Bristol
United Way
Lebanon
Walgreens
Tulsa
Sam's Club
Hoover
Home Depot
Las Vegas
Home Depot
Odessa
Home Depot
San Diego
Lowe's
Las Vegas
PA
PA
OK
AL
NV
TX
CA
NV
Wal-Mart
Albuquerque
NM
Wal-Mart
Las Vegas
NV
Academy Sports +
Outdoors
Academy Sports +
Outdoors
LA Fitness
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Bossier City
Laredo
Carmel
Oxford
Indianapolis
Minden
Shawnee
Meadville
LA
TX
IN
AL
IN
LA
OK
PA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
117
387
115
973
395
343
193
423
301
216
77
601
837
1,150
165
114
80
1,147
2,253
7,907
1,599
12,518
11,499
10,991
17,038
2,906
2,782
1,457
278
235
323
303
237
1,821
2,064
1,720
2,726
1,461
1,868
2,521
1,090
673
508
458
2,329
2,412
9,067
1,016
81
435
2,904
9,606
—
—
—
—
—
—
6,555
8,111
9,562
748
1,071
1,043
1,135
1,224
F-124
76
—
(1,009)
(2,123)
53
—
—
—
—
—
—
—
—
2,014
2,451
826
1,576
1,909
2,211
2,714
1,513
974
724
535
2,930
3,249
(621)
1/8/2014
1998
(691)
1/8/2014
1999
(57)
1/8/2014
1998
(35)
1/8/2014
2000
(498)
1/8/2014
1997
(632)
1/8/2014
1998
(836)
1/8/2014
1999
(341)
1/8/2014
1979
(211)
1/8/2014
2001
(160)
1/8/2014
1981
(144)
1/8/2014
2007
(721)
1/8/2014
1945
(741)
1/8/2014
1963
6,023
16,240
(4,235)
1/8/2014
1988
—
118
89
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,181
(332)
1/8/2014
1958
313
604
(40)
1/8/2014
1818
(146)
1/8/2014
1995
4,051
(869)
2/7/2014
2001
11,859
(2,573)
2/7/2014
1989
7,907
1,599
12,518
11,499
10,991
17,038
—
—
—
—
—
—
2/7/2014
1998
2/7/2014
1998
2/7/2014
1998
2/7/2014
2002
2/7/2014
2008
2/7/2014
2001
9,461
(1,904)
2/7/2014
2008
10,893
(2,110)
2/7/2014
2008
11,019
(2,788)
2/7/2014
2008
1,026
1,306
1,366
1,438
1,461
(211)
2/7/2014
1989
(299)
2/7/2014
1998
(351)
2/7/2014
2008
(343)
2/7/2014
2008
(362)
2/7/2014
1994
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Aaron's
Aaron's
Aaron's
Gildan
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Academy Sports +
Outdoors
Academy Sports +
Outdoors
Humble
Mexia
Odessa
North
Charleston
Statesboro
Mansura
Battle Creek
Columbia
Chattanooga
Killeen
Livingston
Pasadena
El Dorado
Pensacola
TX
TX
TX
SC
GA
LA
MI
SC
TN
TX
TX
TX
AR
FL
Benton Harbor
MI
Copperas Cove
TX
Haltom City
Port Lavaca
Texas City
Richmond
Montgomery
Fort Worth
TX
TX
TX
VA
AL
TX
OK
OK
GA
NC
Walgreens
Edmond
Walgreens
Stillwater
Cracker Barrel
Columbus
Cracker Barrel
Greensboro
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
SC
SC
TX
TX
TX
VA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
548
126
99
2,193
351
81
286
576
480
815
173
444
238
159
217
423
858
160
275
508
1,869
2,072
697
368
912
1,632
1,274
1,301
1,630
1,374
1,725
557
1,241
1,146
1,186
768
4,636
1,163
497
843
1,010
1,075
3,244
1,498
1,231
743
924
924
1,341
1,024
1,274
2,156
1,435
6,385
8,329
4,287
4,368
3,153
2,495
2,334
2,721
2,927
2,933
3,005
3,744
1,703
F-125
—
—
—
—
—
—
—
(41)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
87
—
—
—
—
—
—
—
—
—
1,694
1,312
867
6,829
1,514
578
1,129
1,545
1,555
4,059
1,671
1,675
981
1,083
1,141
1,764
1,882
1,434
2,431
1,943
8,254
(334)
2/7/2014
2008
(341)
2/7/2014
2007
(227)
2/7/2014
2006
(1,422)
2/7/2014
2008
(340)
2/7/2014
2008
(160)
2/7/2014
2000
(244)
2/7/2014
1995
(289)
2/7/2014
1977
(283)
2/7/2014
1989
(925)
2/7/2014
1981
(427)
2/7/2014
2008
(358)
2/7/2014
2009
(232)
2/7/2014
2000
(263)
2/7/2014
1979
(270)
2/7/2014
1997
(383)
2/7/2014
2007
(320)
2/7/2014
2008
(368)
2/7/2014
2007
(613)
2/7/2014
2008
(465)
2/7/2014
1988
(1,984)
2/7/2014
2009
10,401
(2,105)
2/7/2014
2009
4,985
4,823
4,065
4,127
3,608
4,022
4,557
4,307
4,730
4,301
2,944
(1,287)
2/7/2014
2000
(1,315)
2/7/2014
2000
(983)
2/7/2014
2003
(808)
2/7/2014
2005
(776)
2/7/2014
2006
(890)
2/7/2014
2006
(954)
2/7/2014
2005
(956)
2/7/2014
2005
(922)
2/7/2014
2005
(1,168)
2/7/2014
2007
(671)
2/7/2014
2006
LA Fitness
Glendale
AZ
3,001
Property
City
State
Cracker Barrel
Waynesboro
VA
Kohl's
Tavares
Tractor Supply
Roswell
Tractor Supply
Edinburg
Tractor Supply
Del Rio
Harris Teeter
Durham
Kohl's
CVS
Monrovia
Edinburg
FL
NM
TX
TX
NC
CA
TX
Best Buy
Bourbonnais
IL
Best Buy
Coral Springs
FL
CVS
Sparks
NV
Walgreens
Spearfish
Tractor Supply
St. John
Tractor Supply
Irmo
Home Depot
Tucson
Advance Auto Parts
Webster
Advance Auto Parts
Houston
Advance Auto Parts
Humble
Publix
Birmingham
Advance Auto Parts
Deer Park
Advance Auto Parts
Houston
Advance Auto Parts
Houston
Advance Auto Parts
Kingwood
SD
IN
SC
AZ
TX
TX
TX
AL
TX
TX
TX
TX
Lowe's
Kansas CIty
MO
LA Fitness
Spring
Kohl's
Columbia
Advance Auto Parts
Lubbock
Advance Auto Parts
Huntsville
Walgreens
Twin Falls
TX
SC
TX
TX
ID
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,536
4,173
947
768
927
3,239
8,052
1,179
1,724
2,177
2,715
486
1,116
1,715
725
6,251
385
285
420
934
295
225
189
419
3,729
1,970
1,532
265
327
—
—
—
—
—
—
—
—
—
20
—
—
—
—
62
—
—
(8)
—
165
—
—
—
—
—
—
—
—
—
—
3,025
4,173
3,128
3,931
2,971
3,239
(703)
2/7/2014
2004
—
2/7/2014
2008
(544)
2/7/2014
2009
(735)
2/7/2014
2009
(493)
2/7/2014
2009
—
2/7/2014
2009
15,943
(2,175)
2/7/2014
1982
4,239
6,880
9,765
7,558
6,380
5,274
5,112
2,958
6,251
1,837
1,682
1,824
7,476
1,802
1,518
1,855
1,811
3,729
(958)
2/7/2014
2008
(1,747)
2/7/2014
1991
(2,417)
2/7/2014
2005
(1,633)
2/7/2014
1993
(1,786)
2/7/2014
2009
(1,252)
2/7/2014
2008
(868)
2/7/2014
2007
(551)
2/7/2014
2009
—
2/7/2014
2005
(387)
2/7/2014
2008
(376)
2/7/2014
2006
(376)
2/7/2014
2007
(1,877)
2/7/2014
2004
(401)
2/7/2014
2008
(346)
2/7/2014
2008
(442)
2/7/2014
2008
(373)
2/7/2014
2009
—
2/7/2014
2009
11,260
(2,652)
2/7/2014
2006
16,093
(3,432)
2/7/2014
2007
1,524
1,605
5,052
(341)
2/7/2014
2008
(342)
2/7/2014
2008
(1,201)
2/7/2014
2009
1,489
—
2,181
3,163
2,044
—
7,891
3,060
5,156
7,568
4,843
5,894
4,158
3,397
2,171
—
1,452
1,405
1,404
6,377
1,507
1,293
1,666
1,392
—
9,290
14,561
1,259
1,278
3,896
F-126
2,286
1,156
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
CVS
Meridianville
AL
1,870
O'Reilly Auto Parts
New Roads
LA
Tractor Supply
Sicklerville
Walgreens
South Bend
Kum & Go
Tipton
Kum & Go
Story City
Walgreens
St. Charles
Walgreens
South Elgin
FedEx
Effingham
NJ
IN
IA
IA
IL
IL
IL
LA Fitness
Highland
CA
Walgreens
Framingham
MA
Walgreens
Appleton
Walgreens
Appleton
Walgreens
Durham
Walgreens
Fort Mill
Walgreens
Winterville
Walgreens
Lancaster
Kum & Go
West Branch
WI
WI
NC
SC
NC
SC
IA
Walgreens
Cleveland
OH
O'Reilly Auto Parts
Breaux Bridge
LA
Cigna
Plano
Walgreens
Baytown
Walgreens
Omaha
Walgreens
North Platte
Walgreens
Kingman
Walgreens
Augusta
Cargill
Blair
LA Fitness
Denton
O'Reilly Auto Parts
La Place
TX
TX
NE
NE
AZ
ME
NE
TX
LA
Walgreens
North Mankato
MN
Kohl's
McAllen
TX
—
—
2,932
—
—
1,905
2,124
6,607
4,411
2,863
1,764
2,572
2,871
—
2,844
2,797
—
2,530
—
—
2,327
2,421
—
2,817
2,967
2,364
3,716
—
2,378
3,375
1,045
175
1,931
1,240
507
223
1,472
1,710
1,875
2,274
2,103
975
1,198
1,441
1,300
578
1,941
219
743
139
3,057
737
4,302
5,014
1,945
2,089
3,262
3,208
14,827
8,673
4,770
3,047
4,344
3,581
2,760
5,322
3,526
1,089
4,757
738
10,036
42,676
953
1,316
935
669
1,648
627
1,888
342
1,748
1,286
4,298
4,122
4,291
5,726
5,146
4,989
9,568
819
3,604
7,321
—
—
—
1
—
—
—
—
34
—
—
—
—
—
(233)
—
—
—
—
—
—
1
—
1
—
—
—
4,102
912
6,233
6,255
2,452
2,312
4,734
4,918
(988)
2/7/2014
2008
(221)
2/7/2014
2008
(1,027)
2/7/2014
2009
(1,530)
2/7/2014
2006
(702)
2/7/2014
2008
(632)
2/7/2014
2006
(957)
2/7/2014
2002
(980)
2/7/2014
2002
16,736
(3,896)
2/7/2014
2008
10,947
(2,772)
2/7/2014
2009
6,873
4,022
5,542
5,022
3,827
5,900
5,467
1,308
5,500
877
(1,393)
2/7/2014
2007
(919)
2/7/2014
2008
(1,315)
2/7/2014
2008
(1,178)
2/7/2014
2010
(917)
2/7/2014
2010
(1,664)
2/7/2014
2009
(1,183)
2/7/2014
2009
(329)
2/7/2014
1997
(1,457)
2/7/2014
2008
(220)
2/7/2014
2009
52,712
(11,617)
2/7/2014
2009
5,252
5,438
5,227
6,395
6,794
5,616
(1,263)
2/7/2014
2009
(1,252)
2/7/2014
2009
(1,317)
2/7/2014
2009
(1,699)
2/7/2014
2009
(1,589)
2/7/2014
2007
(1,232)
2/7/2014
2009
(6)
11,450
(2,740)
2/7/2014
2009
—
—
—
1,161
5,352
8,607
(241)
2/7/2014
2008
(1,095)
2/7/2014
2008
(1,872)
2/7/2014
2005
Austin Custom Winery
Sunset Valley
TX
16,393
14,283
28,351
3,071
45,705
(7,854)
2/7/2014
2007
Aaron's
Valley
AL
—
141
827
—
968
(236)
2/7/2014
2009
F-127
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Aaron's
Springdale
Auburndale
Redford
AR
FL
MI
Bowling Green
OH
North Olmsted
OH
Bloomsburg
Mission
Oneonta
Lafayette
Magnolia
Kennett
Charlotte
Kent
Marion
Kingsville
PA
TX
AL
IN
MS
MO
NC
OH
SC
TX
GA
Home Depot
Evans
Walgreens
Birmingham
AL
Northern Tool &
Equipment
CVS
Ocala
New Port
Richey
Advance Auto Parts
Delaware
Advance Auto Parts
Canton
Advance Auto Parts
Twinsburg
Advance Auto Parts
Toledo
Advance Auto Parts
Holland
Applebee's
Marion
FL
FL
OH
OH
OH
OH
OH
IL
Applebee's
Joplin
MO
Applebee's
Farmington
MO
Applebee's
Rolla
MO
National Tire & Battery
Nashville
Kum & Go
Sloan
Tractor Supply
Summerdale
Tractor Supply
Pearsall
Walgreens
Tucson
TN
IA
AL
TX
AZ
—
—
—
—
—
—
—
614
550
1,473
319
579
614
319
599
—
1,464
1,549
1,570
685
619
600
600
628
—
—
—
—
—
—
1,136
1,127
513
1,351
125
326
218
224
324
205
404
287
203
308
245
100
345
4,583
996
1,693
1,149
502
443
486
116
131
855
754
574
671
603
447
276
318
—
1,234
F-128
916
5,127
698
928
753
856
954
1,080
652
2,791
473
1,201
1,080
685
1,040
—
3,005
2,727
2,966
1,274
1,206
1,004
1,375
1,453
1,527
1,829
2,242
2,272
1,373
2,162
2,470
2,551
5,143
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
102
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,429
6,478
823
1,254
971
1,080
1,278
1,285
1,056
3,078
676
1,509
1,325
785
1,385
4,583
4,103
4,420
4,115
1,776
1,649
1,490
1,491
1,584
2,382
2,583
2,816
2,943
1,976
2,609
2,746
2,869
6,377
Accumulated
Depreciation
Date
Acquired
Date of
Construction
(284)
2/7/2014
2009
(1,513)
2/7/2014
2009
(227)
2/7/2014
1972
(289)
2/7/2014
2009
(248)
2/7/2014
1960
(245)
2/7/2014
1996
(272)
2/7/2014
2009
(325)
2/7/2014
2008
(221)
2/7/2014
1989
(758)
2/7/2014
2000
(150)
2/7/2014
1999
(332)
2/7/2014
1994
(346)
2/7/2014
1999
(198)
2/7/2014
2008
(298)
2/7/2014
2009
—
2/7/2014
2009
(965)
2/7/2014
1999
(797)
2/7/2014
2008
(886)
2/7/2014
2004
(357)
2/7/2014
2008
(352)
2/7/2014
2008
(286)
2/7/2014
2009
(374)
2/7/2014
2009
(394)
2/7/2014
2008
(514)
2/7/2014
1998
(638)
2/7/2014
1994
(725)
2/7/2014
1999
(735)
2/7/2014
1997
(376)
2/7/2014
1978
(739)
2/7/2014
2008
(609)
2/7/2014
2010
(601)
2/7/2014
2009
(1,521)
2/7/2014
2003
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Walgreens
Durham
Walgreens
Leland
Walgreens
Janesville
Whole Foods
Hinsdale
FedEx
Plattsburg
Tractor Supply
Kenedy
Academy Sports +
Outdoors
Killeen
O'Reilly Auto Parts
Central
FedEx
Lafayette
Experian
Schaumburg
Cracker Barrel
Evans
Tractor Supply
Glenpool
Tractor Supply
Stillwater
Tractor Supply
Gibsonia
Kohl's
Rice Lake
Walgreens
Lancaster
NC
NC
WI
IL
NY
TX
TX
LA
IN
IL
GA
OK
OK
PA
WI
CA
Walgreens
Rocky Mount
NC
Tractor Supply
Murphy
Walgreens
Beloit
Tractor Supply
Ballinger
Igloo
Katy
AutoZone
Hamilton
AutoZone
Mt. Orab
AutoZone
Blanchester
AutoZone
Trenton
AutoZone
Nashville
Staples
Lowe's
CVS
Houston
Sanford
Ft. Myers
On the Border
Columbus
NC
WI
TX
TX
OH
OH
OH
OH
TN
TX
ME
FL
OH
On the Border
Concord Mills
NC
On the Border
Denton
On the Border
DeSoto
TX
TX
2,678
—
2,101
5,709
2,614
1,145
3,116
—
2,093
—
6,317
1,180
1,205
—
—
2,719
2,811
1,402
2,184
—
—
—
—
535
—
861
1,815
4,672
3,025
1,925
—
—
—
2,201
1,226
593
5,499
801
309
2,779
104
768
5,935
3,452
359
205
1,044
1,268
859
1,105
990
721
476
9,821
2,447
2,715
2,778
7,788
4,246
4,046
2,090
3,653
2,477
5,617
38,470
507
258
341
306
555
1,169
4,045
2,335
1,594
1,903
1,419
751
1,283
1,219
838
812
1,270
3,192
—
3,502
1,558
1,456
2,012
3,207
F-129
2,923
3,681
4,009
7,388
3,982
2,372
5,321
915
4,128
—
—
—
1
—
—
—
—
—
5,124
4,907
4,602
(1,041)
2/7/2014
2008
(1,126)
2/7/2014
2008
(1,195)
2/7/2014
2010
12,888
(2,302)
2/7/2014
1999
4,783
2,681
8,100
1,019
4,896
(1,143)
2/7/2014
2008
(553)
2/7/2014
2010
(1,429)
2/7/2014
2009
(262)
2/7/2014
2010
(1,031)
2/7/2014
2008
26,003
(5,778)
26,160
(3,747)
2/7/2014
1986
24
—
—
61
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
13,297
(2,824)
2/7/2014
2009
2,806
2,920
3,883
9,056
5,105
5,151
3,080
4,374
2,953
(593)
2/7/2014
2009
(654)
2/7/2014
2009
(699)
2/7/2014
2009
(1,937)
2/7/2014
2011
(1,366)
2/7/2014
2009
(1,356)
2/7/2014
2009
(538)
2/7/2014
2010
(1,113)
2/7/2014
2008
(579)
2/7/2014
2010
44,087
(9,706)
2/7/2014
2004
1,790
1,477
1,179
1,118
1,825
4,361
4,045
5,837
3,152
3,359
3,431
3,958
(362)
2/7/2014
2008
(341)
2/7/2014
2009
(242)
2/7/2014
2008
(231)
2/7/2014
2008
(358)
2/7/2014
2009
(804)
2/7/2014
2008
—
2/7/2014
2009
(1,148)
2/7/2014
2009
(604)
2/7/2014
1997
(545)
2/7/2014
2000
(677)
2/7/2014
2002
(1,014)
2/7/2014
1998
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Chilis
Flanders
On the Border
Garland
NJ
TX
On the Border
Kansas CIty
MO
On the Border
Lees Summit
MO
On the Border
Alpharetta
GA
On the Border
Auburn Hills
MI
On the Border
Buford
On the Border
Burleson
On the Border
Lubbock
On the Border
Mesa
GA
TX
TX
AZ
On the Border
Mount Laurel
NJ
On the Border
Novi
MI
On the Border
Oklahoma City
OK
On the Border
Peoria
On the Border
Rockwall
On the Border
Rogers
On the Border
Tulsa
On the Border
West
Springfield
On the Border
W. Windsor
AutoZone
Pearl River
Stripes
Stripes
Stripes
Stripes
Ranchito
Mission
Edinburg
Eagle Pass
AZ
TX
AR
OK
MA
NJ
LA
TX
TX
TX
TX
Tractor Supply
Belchertown
MA
Tractor Supply
Southwick
MA
AutoZone
Rapid City
SD
Crunch Fitness
Montgomery
AL
Vacant
Chilis
Flanders
Mt. Laurel
Brick House Tavern &
Tap
W. Windsor
NJ
NJ
NJ
AutoZone
Hartville
OH
Tire Kingdom
Auburndale
FL
1,508
—
1,454
1,200
—
—
—
—
—
1,804
713
—
—
1,402
1,065
1,743
1,647
1,771
1,355
1,786
891
375
2,090
1,446
444
859
1,562
2,129
—
950
—
2,000
2,433
—
—
—
—
—
—
—
571
3,148
915
1,447
1,043
614
1,204
693
655
740
413
1,489
239
498
742
1,286
762
1,148
1,601
375
1,370
1,468
1,332
1,307
197
609
842
1,692
1,039
1,008
1,842
2,745
1,506
2,844
3,679
1,534
1,938
3,176
2,310
1,352
3,244
1,500
2,956
4,173
1,703
1,193
2,671
550
1,546
2,453
3,179
3,583
969
5,749
883
1,792
1,498
1,156
1,571
F-130
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(4,152)
(1,154)
—
—
—
—
2,244
2,757
2,782
2,655
3,613
4,100
3,292
3,735
4,054
3,624
3,384
3,620
3,169
3,481
3,937
2,155
3,696
4,586
3,192
1,432
3,169
1,292
2,832
3,215
4,327
5,184
1,344
2,967
1,197
3,124
2,805
1,353
2,180
(428)
2/7/2014
2003
(563)
2/7/2014
2007
(425)
2/7/2014
1997
(406)
2/7/2014
2002
(619)
2/7/2014
1997
(864)
2/7/2014
1999
(514)
2/7/2014
2001
(936)
2/7/2014
2000
(1,129)
2/7/2014
1994
(519)
2/7/2014
1998
(654)
2/7/2014
2004
(968)
2/7/2014
1997
(779)
2/7/2014
1996
(422)
2/7/2014
1998
(965)
2/7/2014
1999
(503)
2/7/2014
2002
(974)
2/7/2014
1995
(1,332)
2/7/2014
1995
(740)
2/7/2014
1998
(345)
2/7/2014
2007
(814)
2/7/2014
2010
(162)
2/7/2014
1986
(486)
2/7/2014
1999
(765)
2/7/2014
2009
(815)
2/7/2014
2009
(909)
2/7/2014
2008
(267)
2/7/2014
2008
(147)
2/7/2014
2003
(35)
2/7/2014
2003
(413)
2/7/2014
2004
(399)
2/7/2014
1998
(331)
2/7/2014
2008
(462)
2/7/2014
2010
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Home Depot
Slidell
LA
Lowe's
Ticonderoga
NY
Advance Auto Parts
Sapulpa
LA Fitness
Dallas
Advance Auto Parts
Franklin
OK
TX
IN
Advance Auto Parts
Grand Rapids
MI
Tractor Supply
Alton
Tractor Supply
Union
Tractor Supply
Troy
IL
MO
MO
FedEx
Northwood
OH
Academy Sports +
Outdoors
Austin
CVS
Mishawaka
CarMax
Austin
Tractor Supply
Nixa
Tractor Supply
Lawrence
CVS
Ringgold
Tractor Supply
Sellersburg
Tractor Supply
Augusta
Tractor Supply
Wauseon
CVS
Gulf Breeze
Tractor Supply
Dixon
Best Buy
Port Arthur
CVS
Weaverville
Tractor Supply
Hamilton
LA Fitness
Oakdale
TX
IN
TX
MO
KS
GA
IN
ME
OH
FL
CA
TX
NC
OH
MN
Advance Auto Parts
Bonita Springs
FL
Kohl's
FedEx
Salina
Bossier City
Advance Auto Parts
Janesville
Advance Auto Parts
Appleton
Albertson's
Phoenix
Albertson's
Mesa
Albertson's
Tucson
KS
LA
WI
WI
AZ
AZ
AZ
—
—
—
5,131
1,812
362
—
—
1,300
4,712
2,629
10,413
511
368
565
589
730
674
4,216
409
1,256
1,296
3,062
3,012
2,587
5,497
8,755
4,532
5,461
16,940
2,040
2,637
2,939
2,146
2,756
2,128
—
4,044
738
—
1,404
1,404
1,286
2,410
—
2,258
9,900
1,346
1,377
476
361
—
1,346
1,433
1,423
1,374
—
—
8,077
3,098
932
4,749
1,561
—
—
—
—
—
—
—
762
530
931
545
1,619
3,331
1,998
675
2,315
1,219
964
295
299
498
2,456
1,944
2,710
—
—
—
—
—
—
59
13
—
538
—
—
—
—
32
—
—
—
—
—
—
5,131
1,812
1,662
—
—
2/7/2014
1998
2/7/2014
2009
(343)
2/7/2014
2007
13,042
(2,902)
2/7/2014
2008
1,767
1,664
3,686
3,614
3,317
6,709
(340)
2/7/2014
2010
(342)
2/7/2014
2008
(742)
2/7/2014
2008
(714)
2/7/2014
2008
(626)
2/7/2014
2009
(1,462)
2/7/2014
1998
12,971
(2,174)
2/7/2014
1988
4,941
(1,363)
2/7/2014
2007
22,401
(4,605)
2/7/2014
2004
2,516
3,030
4,285
2,908
3,286
3,059
545
5,663
(511)
2/7/2014
2009
(654)
2/7/2014
2010
(948)
2/7/2014
2007
(540)
2/7/2014
2010
(700)
2/7/2014
2009
(558)
2/7/2014
2007
—
2/7/2014
2009
(1,030)
2/7/2014
2007
14,992
270
18,593
(4,066)
2/7/2014
2008
4,307
1,472
8,315
1,552
5,009
6,223
1,695
1,228
4,628
4,145
7,704
F-131
—
—
—
—
60
—
—
—
—
—
—
6,305
2,147
(1,381)
2/7/2014
2009
(538)
2/7/2014
1975
10,630
(2,535)
2/7/2014
2009
2,771
6,033
6,518
1,994
1,726
7,084
6,089
(476)
2/7/2014
2007
(1,258)
2/7/2014
2009
(1,685)
2/7/2014
2009
(468)
2/7/2014
2007
(349)
2/7/2014
2007
(1,405)
2/7/2014
1998
(1,270)
2/7/2014
1997
10,414
(2,360)
2/7/2014
2000
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
WaWa
Portsmouth
CVS
CVS
Lynchburg
Madison
Heights
Applebee's
Wytheville
VA
VA
VA
VA
Applebee's
West Memphis
AR
Applebee's
Swansea
Applebee's
Applebee's
Norton
Adrian
IL
VA
MI
Applebee's
Chambersburg
PA
Applebee's
Horn Lake
MS
Applebee's
Kalamazoo
Big O Tires
Phoenix
Applebee's
Bartlett
Applebee's
Tyler
CompUSA
Arlington
Albertson's
Lake Havasu
City
Albertson's
Yuma
Albertson's
Scottsdale
Albertson's
Tucson
Albertson's
Fort Worth
Albertson's
Fort Worth
Albertson's
Fort Worth
Albertson's
Fort Worth
Albertson's
Lafayette
Albertson's
Bossier City
MI
AZ
TN
TX
TX
AZ
AZ
AZ
AZ
TX
TX
TX
TX
LA
LA
Albertson's
Baton Rouge
LA
Albertson's
Albuquerque
NM
Albertson's
Abilene
Albertson's
Alexandria
Albertson's
Fort Collins
Albertson's
El Paso
TX
LA
CO
TX
Albertson's
Farmington
NM
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,573
914
1,015
564
388
727
848
407
591
584
575
206
315
696
2,437
1,275
1,574
2,872
1,642
2,146
1,833
1,833
1,174
1,556
1,949
1,711
2,950
1,187
1,423
1,288
1,375
1,442
—
2,987
2,589
923
1,536
1,741
433
2,351
2,416
1,642
2,644
1,367
2,201
2,904
1,467
5,396
6,452
7,943
3,587
4,678
7,311
4,528
6,255
7,926
5,125
7,061
3,388
6,373
6,024
6,612
6,447
2,505
F-132
—
99
69
—
—
—
—
—
—
(8)
—
—
—
—
127
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,573
4,000
3,673
1,487
1,924
2,468
1,281
2,758
3,007
2,218
3,219
1,573
2,516
3,600
4,031
6,671
8,026
—
2/7/2014
2008
(912)
2/7/2014
1999
(780)
2/7/2014
1997
(414)
2/7/2014
2000
(490)
2/7/2014
2006
(568)
2/7/2014
1998
(315)
2/7/2014
2006
(765)
2/7/2014
1995
(693)
2/7/2014
1995
(520)
2/7/2014
2005
(759)
2/7/2014
1994
(369)
2/7/2014
2010
(673)
2/7/2014
2005
(911)
2/7/2014
1990
(550)
2/7/2014
1992
(1,715)
2/7/2014
2003
(1,981)
2/7/2014
2003
10,815
(2,413)
2/7/2014
1991
5,229
6,824
9,144
6,361
7,429
9,482
7,074
8,772
6,338
7,560
7,447
7,900
7,822
3,947
(1,129)
2/7/2014
1994
(1,499)
2/7/2014
2000
(2,185)
2/7/2014
2004
(1,412)
2/7/2014
2002
(1,844)
2/7/2014
1988
(2,526)
2/7/2014
2000
(1,568)
2/7/2014
1988
(2,202)
2/7/2014
1991
(1,428)
2/7/2014
1978
(1,932)
2/7/2014
1984
(1,900)
2/7/2014
1990
(1,995)
2/7/2014
1996
(2,014)
2/7/2014
1978
(977)
2/7/2014
2002
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Albertson's
Denver
Tractor Supply
Little Rock
CO
AR
Albertson's
Los Lunas
NM
Albertson's
Midland
Albertson's
Odessa
Albertson's
Weatherford
TX
TX
TX
Tractor Supply
Jefferson City
MO
Petco
GetGo
Lake Charles
LA
Lancaster
OH
7-Eleven
Carrizo Springs
TX
7-Eleven
Stripes
Stripes
Laredo
Haskell
Laredo
Ulta Beauty
Jackson
Wal-Mart
Pueblo
TX
TX
TX
TN
CO
FL
NTT Data
Lincoln
Hanesbrands
Rural Hall
Best Buy
Pineville
Tractor Supply
Franklin
Walgreens
Matteson
NE
NC
NC
NC
IL
Tractor Supply
Sedalia
MO
Childtime
Modesto
Sherwin-Williams
Muskegon
Walgreens
Grayson
Walgreens
Tucson
CA
MI
GA
AZ
Tutor Time
Downingtown
PA
Tutor Time
Austin
TX
Children's Courtyard
Grand Prairie
TX
Childtime
Oklahoma City
OK
Childtime
Oklahoma City
OK
CVS
Arby's
AAA
Auburndale
Daytona Beach
FL
16,557
Oklahoma City
OK
—
1,500
—
—
—
—
1,125
2,145
—
—
—
—
—
1,454
8,249
—
—
—
—
—
1,479
2,450
1,090
—
—
2,720
2,910
—
—
—
—
—
2,058
930
1,105
1,002
947
1,820
490
690
5,286
2,035
4,770
9,885
8,867
5,771
1,877
4,072
2,210
15,649
2,526
2,367
2,554
2,338
2,123
12,512
2,038
—
—
—
—
—
—
98
54
—
—
—
—
—
—
—
—
7,344
2,965
5,875
(1,573)
2/7/2014
2002
(501)
2/7/2014
2009
(1,743)
2/7/2014
1991
10,887
(2,944)
2/7/2014
1984
9,814
7,591
2,465
4,816
(2,610)
2/7/2014
1985
(1,780)
2/7/2014
2001
(389)
2/7/2014
2009
(1,104)
2/7/2014
2008
17,859
(3,948)
2/7/2014
2008
3,022
2,948
2,697
2,964
2,670
(843)
2/7/2014
2010
(774)
2/7/2014
2010
(825)
2/7/2014
2010
(779)
2/7/2014
2010
(566)
2/7/2014
2010
15,098
(3,843)
2/7/2014
1998
3,456
(616)
2/7/2014
1999
28,511
(18,163)
14,946
(730)
2/7/2014
1986
32,567
25,566
41,214
7,970
2,629
4,070
1,782
1,524
1,524
3,747
3,571
2,788
1,861
1,055
796
793
F-133
178
(355)
(50)
—
—
—
—
—
—
1
—
—
—
—
—
—
36,384
(9,182)
2/7/2014
2009
28,023
(7,308)
2/7/2014
2009
42,962
(10,677)
2/7/2014
1992
9,788
3,063
4,486
2,262
1,804
1,711
4,695
4,977
2,993
2,278
1,422
920
901
(2,343)
2/7/2014
1994
(646)
2/7/2014
2009
(1,150)
2/7/2014
2008
(458)
2/7/2014
2010
(430)
2/7/2014
1988
(437)
2/7/2014
2008
(1,107)
2/7/2014
2004
(1,078)
2/7/2014
2004
(784)
2/7/2014
1998
(547)
2/7/2014
2000
(309)
2/7/2014
1999
(243)
2/7/2014
1985
(235)
2/7/2014
1986
496
581
143
626
547
2,586
1,418
4,598
3,639
2,812
1,798
1,818
434
416
480
280
187
947
1,406
205
417
367
124
108
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
CVS
Childtime
Bedford
Healthnow
Buffalo
Advance Auto Parts
Milwaukee
All Cleaners
Bartlett
OH
NY
WI
IL
FL
NY
FL
MI
OH
Boca Raton
City of Industry
CA
Jacksonville
Naples
Southaven
The Village
Lawrence
FL
FL
MS
OK
KS
Lawrenceville
NJ
Mineola
Advance Auto Parts
Lehigh Acres
Advance Auto Parts
Howell
Advance Auto Parts
Salem
Albertson's
Las Cruces
NM
Bed Bath & Beyond
Folsom
CVS
CVS
Gainesville
Dover
Staples
Pensacola
CA
TX
DE
FL
O'Reilly Auto Parts
Christiansburg
VA
O'Reilly Auto Parts
San Antonio
TX
O'Reilly Auto Parts
Ravenna
O'Reilly Auto Parts
Houston
O'Reilly Auto Parts
Highlands
Thorntons
Clarksville
Thorntons
Jeffersonville
Thorntons
Franklin Park
Thorntons
Westmont
Thorntons
Springfield
Thorntons
Ottawa
Thorntons
Bloomington
OH
TX
TX
IN
IN
IL
IL
IL
IL
IL
—
111
852
40,299
2,569
89,399
—
7,060
2,625
2,500
3,715
2,675
4,270
3,425
2,908
5,170
2,280
1,425
830
660
—
610
4,437
—
1,224
2,240
—
1,281
520
837
2,674
—
379
439
267
1,588
1,473
5,970
3,560
3,202
4,323
4,164
4,100
4,730
4,392
6,412
5,120
2,016
1,471
1,147
5,719
—
194
—
963
(263)
2/7/2014
1979
92,162
(19,698)
2/7/2014
2007
2,083
(405)
2/7/2014
2008
2,555
12,962
(2,236)
2/7/2014
1999
—
(30)
—
—
(72)
—
—
—
—
—
—
—
—
3,560
4,396
6,563
4,164
5,309
5,250
5,229
9,086
5,120
2,395
1,910
1,414
7,307
(1,167)
2/7/2014
2009
(1,238)
2/7/2014
2009
(1,310)
2/7/2014
2009
(1,262)
2/7/2014
2009
(1,409)
2/7/2014
2009
(1,414)
2/7/2014
2009
(1,322)
2/7/2014
2009
(1,900)
2/7/2014
2009
(1,494)
2/7/2014
2008
(568)
2/7/2014
2008
(397)
2/7/2014
2008
(318)
2/7/2014
2009
(2,158)
2/7/2014
1997
21,600
10,314
27,983
372
38,669
(7,716)
2/7/2014
2006
2,215
2,046
—
646
703
—
560
485
—
—
—
—
—
—
—
341
4,081
1,539
562
439
144
340
281
1,319
1,233
1,403
760
926
565
1,184
3,334
—
3,354
793
1,030
1,137
895
813
687
1,533
1,882
3,069
2,514
2,003
733
F-134
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,675
4,081
4,893
1,355
1,469
1,281
1,235
1,094
2,006
2,766
3,285
3,829
3,440
2,568
1,917
(971)
2/7/2014
2003
—
2/7/2014
2010
(849)
2/7/2014
2010
(219)
2/7/2014
2010
(280)
2/7/2014
2010
(321)
2/7/2014
2010
(237)
2/7/2014
2010
(215)
2/7/2014
2010
(264)
2/7/2014
2005
(527)
2/7/2014
1995
(597)
2/7/2014
1989
(930)
2/7/2014
1997
(898)
2/7/2014
1994
(656)
2/7/2014
2006
(261)
2/7/2014
1992
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Property
City
State
Thorntons
Joliet
Thorntons
Summit
Thorntons
Waukegan
Thorntons
Plainfield
Thorntons
South Elgin
IL
IL
IL
IL
IL
Thorntons
Galloway
OH
Thorntons
Terre Haute
IN
Thorntons
Henderson
KY
Thorntons
Evansville
Thorntons
Evansville
Thorntons
Henderson
Thorntons
Shelbyville
Thorntons
Louisville
Thorntons
Edinburgh
Thorntons
Oaklawn
Advance Auto Parts
Bedford
Advance Auto Parts
Bethel
Advance Auto Parts
Crestwood
Advance Auto Parts
Louisville
IN
IN
KY
KY
KY
IN
IL
IN
OH
KY
KY
Best Buy
Indianapolis
IN
Stripes
Stripes
Fort Stockton
TX
Portales
NM
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
760
730
1,030
740
—
—
—
Bed Bath & Beyond
San Marcos
TX
12,480
LA Fitness
Indianapolis
Best Buy
Marquette
Family Fare
Battle Creek
Lowe's
Columbia
Dick's Sporting Goods
Jackson
Petco
Kohl's
Dardenne
Prairie
Saginaw
IN
MI
MI
SC
TN
MO
MI
St. Luke's Urgent Care
Creve Coeur
MO
Best Buy
Norton Shores
MI
CVS
Edison
NJ
—
—
—
—
—
—
—
—
—
—
953
2,233
875
862
1,239
547
732
659
467
602
483
299
637
685
1,203
100
234
400
336
665
1,237
306
5,287
1,279
836
1,393
5,485
1,346
806
1,110
1,644
1,568
3,318
2,539
109
1,421
1,338
1,688
1,550
1,829
3,271
1,479
1,398
1,778
2,036
1,680
1,505
898
1,386
1,305
1,546
1,289
4,775
3,812
2,595
20,357
8,970
4,207
7,950
—
6,106
3,024
6,932
4,497
4,099
—
F-135
—
—
—
—
—
—
—
—
—
—
—
—
—
—
278
—
—
—
—
—
—
—
171
—
1,111
—
—
—
—
104
—
—
—
3,492
2,342
2,296
2,200
2,927
2,097
2,561
3,930
1,946
2,000
2,261
2,335
2,317
2,190
2,379
1,486
1,539
1,946
1,625
5,440
5,049
2,901
(803)
2/7/2014
2000
(45)
2/7/2014
2000
(458)
2/7/2014
1999
(450)
2/7/2014
1995
(585)
2/7/2014
1995
(489)
2/7/2014
1998
(602)
2/7/2014
1995
(1,039)
2/7/2014
1971
(481)
2/7/2014
1987
(454)
2/7/2014
1990
(523)
2/7/2014
2007
(625)
2/7/2014
1991
(486)
2/7/2014
1994
(485)
2/7/2014
1996
(307)
2/7/2014
1994
(386)
2/7/2014
2007
(361)
2/7/2014
2008
(416)
2/7/2014
2009
(347)
2/7/2014
2009
(1,410)
2/7/2014
2009
(1,392)
2/7/2014
2010
(853)
2/7/2014
2010
25,815
(5,533)
2/7/2014
2006
10,249
(2,619)
2/7/2014
2009
6,154
9,343
5,485
7,452
3,830
8,146
6,141
5,667
3,318
(1,554)
2/7/2014
2010
(2,379)
2/7/2014
2010
—
2/7/2014
1994
(1,793)
2/7/2014
2007
(786)
2/7/2014
2009
(1,710)
2/7/2014
2011
(1,436)
2/7/2014
2010
(1,206)
2/7/2014
2001
—
2/7/2014
2008
Property
City
State
LA Fitness
Marana
AZ
DaVita Dialysis
Grand Rapids
MI
Advance Auto Parts
Charlotte
Advance Auto Parts
Rock Hill
Walgreens
Medina
Walgreens
Chicago
Walgreens
Decatur
Hobby Lobby
Avon
Walgreens
Chicago
Best Buy
Kenosha
Bi-Lo, LLC
Greenwood
FedEx
Vacant
McComb
Prattville
Golden Corral
Cullman
Vacant
Columbus
Ryan's Buffet
Commerce
Ryan's Buffet
Rome
Longhorn Steakhouse
Paducah
Golden Corral
Owensboro
NC
SC
OH
IL
GA
IN
IL
WI
SC
MS
AL
AL
GA
GA
GA
KY
KY
Vacant
Bossier City
LA
Golden Corral
Horn Lake
Ryan's Buffet
Asheville
MS
NC
Golden Corral
Coon Rapids
MN
Vacant
Sevierville
TN
Golden Corral
Beckley
WV
LA Fitness
Broadview
Glen's Market
Manistee
Stripes
Odessa
Banner Life Insurance
Urbana
ConAgra Brands
Milton
Dahl's
Dahl's
Dahl's
Johnston
Des Moines
Des Moines
IL
MI
TX
MD
PA
IA
IA
IA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
19,483
—
—
—
—
1,284
215
723
506
820
952
1,746
1,439
911
1,925
533
548
1,038
847
1,307
962
831
1,121
1,244
1,168
925
1,261
1,611
1,443
1,248
3,345
294
301
2,733
5,656
3,202
2,871
628
8,322
1,794
883
915
4,585
3,235
3,337
5,855
4,830
5,503
4,212
3,268
1,802
2,390
2,529
1,470
1,848
1,443
1,656
2,594
2,463
2,204
2,188
430
2,258
8,763
6,694
2,895
31,483
27,242
6,644
11,761
3,947
F-136
—
—
—
45
81
—
—
115
46
127
—
2,212
(1,871)
(2,143)
(2,876)
(647)
(918)
(2,022)
(1,942)
(2,883)
(2,320)
(1,180)
(2,894)
(750)
(2,508)
9,606
2,009
1,606
1,466
5,486
4,187
5,083
7,409
5,787
7,555
4,745
6,028
969
1,094
960
1,785
1,761
542
958
879
1,068
2,285
905
1,123
998
(2,523)
2/7/2014
2011
(450)
2/7/2014
1997
(253)
2/7/2014
2001
(257)
2/7/2014
1995
(1,333)
2/7/2014
2001
(950)
2/7/2014
2003
(1,005)
2/7/2014
2001
(1,614)
2/7/2014
2007
(1,388)
2/7/2014
2000
(1,614)
2/7/2014
2008
(1,245)
2/7/2014
1999
(1,135)
2/7/2014
2008
(145)
2/7/2014
1997
(177)
2/7/2014
1996
(152)
2/7/2014
2002
(323)
2/7/2014
1996
(329)
2/7/2014
1983
(13)
2/7/2014
1995
(130)
2/7/2014
1997
(136)
2/7/2014
2004
(173)
2/7/2014
1995
(407)
2/7/2014
1996
(111)
2/7/2014
2003
(109)
2/7/2014
2003
(151)
2/7/2014
1995
276
12,384
(2,611)
2/7/2014
2010
—
—
—
—
—
—
—
6,988
3,196
(1,890)
2/7/2014
2009
(918)
2/7/2014
2011
34,216
(8,103)
2/7/2014
2011
32,898
(6,973)
2/7/2014
1991
9,846
(2,021)
2/7/2014
2000
14,632
(3,459)
2/7/2014
2011
4,575
(1,187)
2/7/2014
1947
OH
OH
MI
MI
MI
OH
KY
GA
GA
TX
IL
IN
CA
FL
FL
FL
FL
IL
MA
MD
MI
TX
TX
GA
Property
City
State
Dahl's
Des Moines
IA
Advance Auto Parts
Vermilion
Advance Auto Parts
Massillon
Advance Auto Parts
Monroe
Advance Auto Parts
South Lyon
Walgreens
Clarkston
Owens Corning
Newark
Tractor Supply
Grayson
California Pizza
Kitchen
California Pizza
Kitchen
California Pizza
Kitchen
California Pizza
Kitchen
California Pizza
Kitchen
CVS
Petsmart
Alpharetta
Atlanta
Grapevine
Schaumburg
Evansville
Westlake
Village
Paradise Valley
AZ
Petsmart
Boca Raton
Petsmart
Lake Mary
Petsmart
Plantation
Petsmart
Tallahassee
Petsmart
Evanston
Petsmart
Braintree
Petsmart
Oxon Hill
Petsmart
Petsmart
Flint
Dallas
Petsmart
Southlake
DaVita Dialysis
Augusta
DaVita Dialysis
Douglasville
GA
Food Lion
Moyock
Walgreens
Watertown
Best Buy
Richmond
Walgreens
Bartlett
Dick's Sporting Goods
Charleston
Petsmart
Parma
NC
NY
IN
TN
SC
OH
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,163
337
218
549
402
2,768
725
540
1,279
2,307
1,544
2,285
1,180
227
3,406
3,514
2,430
965
1,468
1,120
2,805
1,722
606
470
1,063
118
119
1,269
2,937
549
2,358
3,733
1,288
1,649
1,079
1,987
1,434
1,607
3,197
13,013
2,709
3,249
1,857
2,250
1,480
3,179
3,060
5,017
4,912
2,556
5,302
1,387
6,007
8,398
4,389
3,839
6,089
7,093
1,818
1,858
2,950
2,664
4,429
2,194
5,025
3,527
F-137
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
47
—
266
—
—
—
—
—
2,812
1,416
2,205
1,983
2,009
5,965
(508)
2/7/2014
1959
(320)
2/7/2014
2006
(549)
2/7/2014
2007
(393)
2/7/2014
2007
(435)
2/7/2014
2008
(964)
2/7/2014
2000
13,738
(3,227)
2/7/2014
2007
3,249
4,528
4,164
3,794
3,765
4,359
3,287
8,423
8,426
4,986
6,267
2,855
7,127
(666)
2/7/2014
2011
(1,031)
2/7/2014
1994
(639)
2/7/2014
1993
(731)
2/7/2014
1994
(520)
2/7/2014
1994
(1,016)
2/7/2014
1995
(909)
2/7/2014
2000
(1,277)
2/7/2014
1998
(1,334)
2/7/2014
2001
(714)
2/7/2014
1997
(1,368)
2/7/2014
2001
(404)
2/7/2014
1998
(1,524)
2/7/2014
2001
11,203
(2,071)
2/7/2014
1996
6,111
4,445
6,559
8,156
1,983
1,977
4,485
5,601
4,978
4,552
8,758
4,815
(1,153)
2/7/2014
1998
(997)
2/7/2014
1996
(1,483)
2/7/2014
1998
(1,761)
2/7/2014
1998
(394)
2/7/2014
2000
(403)
2/7/2014
2001
(964)
2/7/2014
1999
(815)
2/7/2014
2006
(1,334)
2/7/2014
2011
(649)
2/7/2014
2001
(1,579)
2/7/2014
2005
(917)
2/7/2014
1996
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Kohl's
Brownsville
Stop & Shop
Chuze Fitness
Cranston
Highlands
Ranch
PLS Check Cashers
Tucson
PLS Check Cashers
Calumet Park
PLS Check Cashers
Chicago
PLS Check Cashers
Dallas
PLS Check Cashers
Dallas
PLS Check Cashers
Fort Worth
TX
RI
CO
AZ
IL
IL
TX
TX
TX
PLS Check Cashers
Grand Prairie
TX
PLS Check Cashers
Houston
PLS Check Cashers
Kenosha
PLS Check Cashers
Mesa
PLS Check Cashers
Mesquite
PLS Check Cashers
Phoenix
PLS Check Cashers
Compton
LA Fitness
Duncanville
Tractor Supply
Rincon
Petsmart
Phoenix
LA Fitness
Avondale
Change Healthcare
Operations
Nashville
TX
WI
AZ
TX
AZ
CA
TX
GA
AZ
AZ
TN
Lowe's
West Carrollton
OH
CarMax
Henderson
Hobby Lobby
Logan
Best Buy
Southaven
Advance Auto Parts
Brownstown
Advance Auto Parts
Romulus
Advance Auto Parts
Washington
Twnshp
BJ's Wholesale Club
Deptford
NV
UT
MS
MI
MI
MI
NJ
BJ's Wholesale Club
Westminster
MD
BJ's Wholesale Club
Pembroke Pines
FL
BJ's Wholesale Club
Lancaster
PA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
51,250
—
4,700
—
—
—
—
—
—
—
11,004
13,978
8,446
13,621
2,756
4,309
2,850
264
306
451
197
169
187
385
158
190
187
261
288
475
3,423
—
4,795
800
1,003
127
1,356
1,180
1,473
1,056
1,293
693
759
1,388
677
107
1,538
10,023
978
7,308
2,253
2,016
97,510
9,040
688
10,417
2,864
8,542
2,683
2,045
482
422
645
6,558
6,516
5,104
3,400
9,883
10,396
3,079
4,318
1,760
1,568
1,711
12,490
13,860
7,661
16,782
F-138
—
—
2,262
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,179
4,309
9,907
1,064
1,309
578
1,553
1,349
1,660
1,441
1,451
883
946
(46)
2/7/2014
2007
—
2/7/2014
2011
(1,311)
2/7/2014
2007
(307)
2/7/2014
2005
(367)
2/7/2014
2005
(111)
2/7/2014
2001
(401)
2/7/2014
1983
(353)
2/7/2014
2003
(422)
2/7/2014
2003
(313)
2/7/2014
1971
(353)
2/7/2014
2005
(226)
2/7/2014
2005
(282)
2/7/2014
2006
1,649
(440)
2/7/2014
2006
965
582
(240)
2/7/2014
2006
(91)
2/7/2014
2005
11,561
(2,844)
2/7/2014
2007
2,994
(476)
2/7/2014
2007
678
105,496
(22,281)
2/7/2014
1997
—
—
—
—
—
—
—
—
—
—
—
—
—
11,293
(2,645)
2/7/2014
2006
11,105
(2,425)
2/7/2014
2010
12,747
(2,433)
2/7/2014
1994
18,938
(3,144)
2/7/2014
2002
5,762
6,363
2,242
1,990
2,356
(960)
2/7/2014
2008
(1,326)
2/7/2014
2007
(479)
2/7/2014
2008
(438)
2/7/2014
2007
(468)
2/7/2014
2008
19,048
(3,104)
2/7/2014
1995
20,376
(3,803)
2/7/2014
2001
12,765
(2,251)
2/7/2014
1997
20,182
(4,456)
2/7/2014
1996
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
BJ's Wholesale Club
Greenfield
BJ's Wholesale Club
Uxbridge
BJ's Wholesale Club
Leominster
BJ's Wholesale Club
California
BJ's Wholesale Club
Auburn
MA
MA
MA
MD
ME
BJ's Wholesale Club
Boynton Beach
FL
BJ's Wholesale Club
Portsmouth
NH
BJ's Wholesale Club
Jacksonville
FL
Golden Corral
Independence
MO
CVS
Cherry Hill
NJ
Urban Air Adventure
Park
North Fayette
PA
Home Depot
Kennesaw
GA
DaVita Dialysis
Willow Grove
PA
CVS
CVS
CVS
Northbrook
IL
Warren
Titusville
OH
PA
TX
GA
MedAssets
Plano
Tractor Supply
Bainbridge
Tractor Supply
Mishawaka
IN
Walgreens
Albuquerque
NM
United Technologies
Bradenton
AGCO
Duluth
DaVita Dialysis
Casselberry
DaVita Dialysis
Sanford
Hobby Lobby
Kannapolis
Sam's Club
Colorado
Springs
RaceTrac
Atlanta
RaceTrac
Bellview
RaceTrac
Bessemer
RaceTrac
Denton
RaceTrac
Houston
RaceTrac
Houston
RaceTrac
Jacksonville
FL
GA
FL
FL
NC
CO
GA
FL
AL
TX
TX
TX
FL
8,416
12,645
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,600
—
—
—
—
—
—
—
—
—
—
—
14,002
36,445
21,344
10,196
16,510
10,931
25,454
16,348
2,437
—
2,168
5,538
3,585
6,882
2,674
5,569
4,216
5,929
1,425
2,255
1,990
1,809
311
2,700
1,060
12,331
3,886
—
51
—
—
—
—
—
16,170
(3,381)
2/7/2014
1997
41,983
(8,127)
2/7/2014
2006
24,929
(5,117)
2/7/2014
1993
17,078
(2,827)
2/7/2014
2003
19,184
(3,852)
2/7/2014
1995
(15)
16,485
(3,097)
2/7/2014
2001
—
—
—
—
29,670
(5,916)
2/7/2014
1993
22,277
(4,082)
2/7/2014
2003
3,862
2,255
5,750
(803)
2/7/2014
2010
—
2/7/2014
2011
(751)
2/7/2014
1999
14,140
(3,184)
2/7/2014
2012
4,248
(890)
2/7/2014
1989
3,471
41,765
1,842
47,078
(10,761)
2/7/2014
1980
560
670
1,622
683
10,432
45,650
687
620
1,173
2,692
3,503
392
530
1,929
3,347
1,025
684
761
1,030
1,209
1,203
1,065
2,445
2,683
2,287
17,973
14,842
2,320
2,793
4,227
12,652
1,511
3,831
2,624
2,645
1,204
1,509
2,863
F-139
75
71
—
—
—
—
—
2,257
1,424
(483)
2/7/2014
2008
(411)
2/7/2014
1998
56,082
(11,361)
2/7/2014
2013
3,132
3,303
3,460
(577)
2/7/2014
2008
(652)
2/7/2014
2011
(695)
2/7/2014
1996
20,665
(4,259)
2/7/2014
2004
160
18,505
(3,547)
2/7/2014
1999
—
—
—
—
—
—
—
—
—
—
—
2,712
3,323
6,156
(615)
2/7/2014
2007
(688)
2/7/2014
2005
(1,206)
2/7/2014
2004
15,999
(3,303)
2/7/2014
1998
2,536
4,515
3,385
3,675
2,413
2,712
3,928
(470)
2/7/2014
2004
(1,170)
2/7/2014
2007
(768)
2/7/2014
2003
(742)
2/7/2014
2003
(345)
2/7/2014
1995
(434)
2/7/2014
1997
(939)
2/7/2014
2011
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
2,711
1,317
3,109
—
—
—
3,899
1,897
4,540
(901)
2/7/2014
2007
(384)
2/7/2014
1998
(870)
2/7/2014
2011
33,812
105
43,406
(8,507)
2/7/2014
2010
RaceTrac
Leesburg
RaceTrac
Mobile
Kohl's
Fort Dodge
General Service
Administration
Oceanside
Irving Oil
Belfast
Irving Oil
Irving Oil
Bethel
Boothbay
Harbor
Irving Oil
Caribou
Irving Oil
Conway
Irving Oil
Dover
Irving Oil
Fort Kent
Irving Oil
Kennebunk
Irving Oil
Lincoln
Irving Oil
Orono
Irving Oil
Rochester
Irving Oil
Skowhegan
Irving Oil
Dummerston
Irving Oil
Rutland
Irving Oil
Saco
FL
AL
IA
CA
ME
ME
ME
ME
NH
NH
ME
ME
ME
ME
NH
ME
VT
VT
ME
Irving Oil
Westminster
VT
LA Fitness
Oswego
DaVita Dialysis
Ft. Wayne
Binny's Beverage
Depot
Joliet
Vacant
Merrillville
Physicians Dialysis
Lawrenceville
The Medicines
Company
Parsippany
Dick's Sporting Goods
Fort Gratiot
Michaels
Lafayette
Outback Steakhouse
Fort Smith
Outback Steakhouse
Centennial
Outback Steakhouse
Jacksonville
Outback Steakhouse
Sebring
Outback Steakhouse
Fort Wayne
IL
IN
IL
IN
NJ
NJ
MI
LA
AR
CO
FL
FL
IN
—
—
—
27,749
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,188
580
1,431
9,489
339
182
413
187
173
380
358
469
360
228
290
541
185
249
619
108
3,163
394
1,834
511
633
698
331
550
404
525
717
352
541
360
272
747
492
353
220
222
437
8,749
2,963
1,585
4,768
2,757
27,700
5,150
50,051
—
—
—
—
—
—
—
722
1,831
841
1,378
770
981
733
7,743
3,631
1,996
1,397
2,261
1,695
984
F-140
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(8)
775
—
—
748
—
223
—
—
—
—
—
1,037
(240)
2/7/2014
1997
513
963
591
698
1,097
710
1,010
720
500
1,037
1,033
538
469
841
545
(119)
2/7/2014
1990
(208)
2/7/2014
1993
(135)
2/7/2014
1990
(165)
2/7/2014
2004
(238)
2/7/2014
1988
(147)
2/7/2014
1973
(203)
2/7/2014
1980
(127)
2/7/2014
1994
(92)
2/7/2014
1984
(236)
2/7/2014
1970
(196)
2/7/2014
1988
(139)
2/7/2014
1993
(78)
2/7/2014
1984
(110)
2/7/2014
1995
(148)
2/7/2014
1990
11,912
(2,713)
2/7/2014
2008
3,349
4,194
5,279
3,390
(674)
2/7/2014
2008
(641)
2/7/2014
2011
(1,451)
2/7/2014
2011
(670)
2/7/2014
2009
55,949
(12,908)
2/7/2014
2009
8,465
5,685
2,837
2,775
3,031
2,676
1,717
(2,331)
2/7/2014
2010
(1,180)
2/7/2014
2011
(674)
2/7/2014
1999
(483)
2/7/2014
1996
(683)
2/7/2014
2001
(578)
2/7/2014
2001
(539)
2/7/2014
2000
Property
City
State
Outback Steakhouse
Lexington
KY
Outback Steakhouse
Baton Rouge
LA
Outback Steakhouse
Southgate
MI
Outback Steakhouse
Lees Summit
MO
Outback Steakhouse
Las Cruces
NM
Outback Steakhouse
Garner
Outback Steakhouse
Boardman
Township
Outback Steakhouse
Pittsburgh
Outback Steakhouse
Conroe
Outback Steakhouse
Houston
Outback Steakhouse
McAllen
Outback Steakhouse
Colonial
Heights
NC
OH
PA
TX
TX
TX
VA
Outback Steakhouse
Newport News
VA
Outback Steakhouse
Winchester
Fleming's Steakhouse
Englewood
Bonefish Grill
Lakeland
VA
CO
FL
Bonefish Grill
Independence
OH
Outback Steakhouse
Independence
OH
Bonefish Grill
Gainesville
Carrabba's
Scottsdale
Carrabba's
Louisville
Carrabba's
Carrabba's
Carrabba's
Tampa
Duluth
Bowie
Carrabba's
Brooklyn
Carrabba's
Washington
Twnshp
Carrabba's
Columbia
VA
AZ
CO
FL
GA
MD
OH
OH
SC
Carrabba's
Johnson City
TN
West Marine
Fort Lauderdale
FL
Petsmart
Merced
BevMo!
Redding
Golden Corral
Bakersfield
Golden Corral
San Angelo
CA
CA
CA
TX
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,077
742
787
901
536
1,088
575
1,370
959
964
835
1,297
600
704
1,152
750
895
901
751
1,350
1,083
1,650
836
1,429
1,187
906
1,159
771
4,337
1,729
1,312
2,664
644
2,139
1,272
2,742
620
1,549
1,817
2,742
932
2,063
2,321
443
746
1,356
1,310
3,055
1,897
2,252
2,268
1,325
1,847
1,400
2,085
2,881
1,036
2,212
1,859
2,164
2,536
9,052
4,194
4,133
2,078
1,702
F-141
—
—
—
—
—
—
—
(932)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
227
—
—
3,216
2,014
3,529
1,521
2,085
2,905
3,317
1,370
3,022
3,285
1,278
2,043
1,956
2,014
4,207
2,647
3,147
3,169
2,076
3,197
2,483
3,735
3,717
2,465
3,399
2,765
3,323
3,307
(702)
2/7/2014
2002
(414)
2/7/2014
2001
(859)
2/7/2014
1994
(230)
2/7/2014
1999
(493)
2/7/2014
2000
(606)
2/7/2014
2004
(875)
2/7/2014
1995
—
2/7/2014
1995
(607)
2/7/2014
2001
(684)
2/7/2014
1998
(149)
2/7/2014
1999
(577)
2/7/2014
2000
(710)
2/7/2014
1993
(752)
2/7/2014
2006
(988)
2/7/2014
2004
(615)
2/7/2014
2003
(756)
2/7/2014
2006
(611)
2/7/2014
2006
(624)
2/7/2014
2004
(449)
2/7/2014
2000
(450)
2/7/2014
2000
(689)
2/7/2014
1994
(927)
2/7/2014
2004
(598)
2/7/2014
2003
(684)
2/7/2014
2002
(624)
2/7/2014
2001
(684)
2/7/2014
2000
(865)
2/7/2014
2003
13,389
(2,355)
2/7/2014
2011
5,923
5,672
4,742
2,346
(1,111)
2/7/2014
1993
(1,208)
2/7/2014
1989
(743)
2/7/2014
2011
(525)
2/7/2014
2012
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Golden Corral
Spring
CVS
CVS
CVS
CVS
Eden
Greenville
Piedmont
Anderson
Tractor Supply
Columbia
TX
NC
SC
SC
SC
SC
MotoMart
St. Charles
MO
CVS
Kernersville
NC
Goodyear
Corpus Christi
TX
O'Reilly Auto Parts
Willard
LA Fitness
Easton
Lowe's
Burlington
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Jemison
Montgomery
El Dorado
Jacksonville
Apopka
Bristol
Gainesville
Okeechobee
Pensacola
Tampa
Macon
Homedale
Alexandria
Kentwood
Dollar Tree/Family
Dollar
Lynn
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Berkeley
St Louis
Las Vegas
Penn Yan
Houston
Lufkin
OH
PA
IA
AL
AL
AR
AR
FL
FL
FL
FL
FL
FL
GA
ID
LA
LA
MA
MO
MO
NV
NY
TX
TX
—
—
—
—
—
—
—
—
—
—
—
—
757
959
663
571
1,127
631
1,002
894
559
1,005
673
973
458
683
1,222
969
972
876
525
886
1,153
3,342
836
1,108
836
623
952
1,085
960
753
137
938
1,207
1,450
1,816
1,206
1,389
2,222
1,980
1,313
1,737
877
10,600
2,775
8,191
143
533
49
155
518
202
423
655
146
531
230
59
168
117
400
179
215
689
23
297
198
997
936
1,003
758
1,402
727
1,263
580
907
1,062
851
1,387
579
877
1,547
1,391
1,357
612
760
1,081
1,600
F-142
—
—
—
—
—
—
—
—
—
—
139
819
—
—
—
—
—
—
(16)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,549
2,286
2,924
2,042
2,012
3,174
3,065
2,273
2,490
1,014
(466)
2/7/2014
2011
(436)
2/7/2014
1998
(562)
2/7/2014
1998
(344)
2/7/2014
1998
(402)
2/7/2014
1998
(526)
2/7/2014
2011
(655)
2/7/2014
2009
(392)
2/7/2014
1998
(473)
2/7/2014
2008
(242)
2/7/2014
2011
11,677
(3,117)
2/7/2014
1979
11,785
(2,207)
2/7/2014
1996
1,140
1,469
1,052
913
1,920
929
1,670
1,235
1,053
1,593
1,081
1,446
747
994
1,947
1,570
1,572
1,301
783
1,378
1,798
(301)
2/7/2014
2011
(288)
2/7/2014
2010
(283)
2/7/2014
2002
(215)
2/7/2014
2002
(394)
2/7/2014
2011
(231)
2/7/2014
2011
(356)
2/7/2014
2011
(203)
2/7/2014
2011
(244)
2/7/2014
2003
(317)
2/7/2014
2008
(256)
2/7/2014
2011
(414)
2/7/2014
2006
(173)
2/7/2014
2005
(268)
2/7/2014
2003
(449)
2/7/2014
2003
(394)
2/7/2014
2003
(389)
2/7/2014
2003
(215)
2/7/2014
2005
(223)
2/7/2014
2003
(312)
2/7/2014
2002
(459)
2/7/2014
2004
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
TX
TX
TX
TX
TX
TX
TX
TX
TX
UT
VA
WI
OH
OH
AR
AZ
AZ
AZ
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
McAllen
Robstown
Royse City
San Angelo
San Antonio
San Antonio
San Antonio
Tyler
Waco
Beaver
Petersburg
Milwaukee
Dollar Tree/Family
Dollar
Bethel
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Cleveland
Hot Springs
Casa Grande
Fort Mohave
Guadalupe
Mohave Valley
AZ
Phoenix
Altha
Ocala
AZ
FL
FL
Ormond Beach
FL
Plant City
Tallahassee
Seymour
Topeka
FL
FL
IN
KS
DNU
Baton Rouge
LA
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Brooklyn
Saginaw
St Louis
Greenville
Gulfport
MI
MI
MO
MS
MS
857
550
972
891
800
864
598
416
440
646
948
970
852
1,079
—
—
—
—
—
—
—
—
—
—
970
—
—
—
—
—
—
—
—
219
44
411
232
198
299
260
132
125
107
142
161
139
39
247
454
302
400
302
1,109
126
344
675
279
632
238
177
377
150
164
258
125
312
1,093
852
1,078
1,118
1,018
1,039
653
554
544
913
1,209
1,397
1,099
1,614
845
313
571
584
281
767
727
1,251
1,152
1,040
871
764
1,405
716
634
1,086
1,310
872
1,237
F-143
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,312
896
1,489
1,350
1,216
1,338
913
686
669
1,020
1,351
1,558
1,238
1,653
1,092
767
873
984
583
1,876
853
1,595
1,827
1,319
1,503
1,002
1,582
1,093
784
1,250
1,568
997
1,549
(318)
2/7/2014
2004
(239)
2/7/2014
2003
(317)
2/7/2014
2002
(330)
2/7/2014
2011
(297)
2/7/2014
2002
(302)
2/7/2014
2004
(194)
2/7/2014
2004
(162)
2/7/2014
2003
(161)
2/7/2014
2001
(270)
2/7/2014
2007
(371)
2/7/2014
2003
(399)
2/7/2014
2003
(337)
2/7/2014
2005
(467)
2/7/2014
2003
(249)
2/7/2014
2011
(108)
2/7/2014
2003
(182)
2/7/2014
2001
(186)
2/7/2014
2004
(98)
2/7/2014
2003
(250)
2/7/2014
2003
(227)
2/7/2014
2011
(350)
2/7/2014
2006
(327)
2/7/2014
2011
(293)
2/7/2014
2004
(275)
2/7/2014
2011
(233)
2/7/2014
2003
(421)
2/7/2014
2004
(222)
2/7/2014
2003
(196)
2/7/2014
2002
(335)
2/7/2014
2003
(375)
2/7/2014
2003
(264)
2/7/2014
2011
(373)
2/7/2014
2007
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Gallup
NM
Battle Mountain
NV
Kingston
OK
Memphis
Beaumont
Beaumont
Brazoria
Houston
Houston
Houston
Marshall
Mexia
Rio Grande
Victoria
Green Bay
Little Rock
Avondale
Coolidge
Phoenix
Dacano
Fort Lupton
TN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
WI
AR
AZ
AZ
AZ
CO
CO
Pembroke Park
FL
Fort Myers
Lakeland
Jacksonville
Plant City
Milton
Ocala
Deland
Jacksonville
FL
FL
FL
FL
FL
FL
FL
FL
FL
IA
Dollar Tree/Family
Dollar
Tampa
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Fort Dodge
Kansas CIty
KS
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
221
116
28
248
215
235
216
565
138
128
85
112
133
441
304
125
603
126
504
155
154
656
189
339
271
712
544
554
492
545
773
152
154
1,366
1,431
660
1,039
1,511
810
966
1,223
1,052
769
662
495
1,284
144
1,072
629
882
785
1,079
959
1,180
944
1,344
785
1,121
1,113
683
984
1,293
1,173
1,057
449
1,367
F-144
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(17)
—
1,587
1,547
688
1,287
1,726
1,045
1,182
1,788
1,190
897
747
607
1,417
585
1,376
754
1,485
911
1,583
1,114
1,334
1,600
1,533
1,124
1,392
1,825
1,227
1,538
1,785
1,718
1,830
584
1,521
(423)
2/7/2014
2007
(426)
2/7/2014
2009
(182)
2/7/2014
2000
(305)
2/7/2014
2004
(404)
2/7/2014
2003
(236)
2/7/2014
2003
(278)
2/7/2014
2002
(361)
2/7/2014
2009
(301)
2/7/2014
2002
(207)
2/7/2014
2002
(201)
2/7/2014
2001
(152)
2/7/2014
2000
(371)
2/7/2014
2003
(53)
2/7/2014
2003
(320)
2/7/2014
2011
(178)
2/7/2014
2002
(272)
2/7/2014
2002
(236)
2/7/2014
2000
(328)
2/7/2014
2003
(294)
2/7/2014
2003
(358)
2/7/2014
1961
(309)
2/7/2014
2006
(389)
2/7/2014
2002
(239)
2/7/2014
2003
(309)
2/7/2014
2011
(339)
2/7/2014
2005
(184)
2/7/2014
2010
(294)
2/7/2014
2011
(370)
2/7/2014
2011
(337)
2/7/2014
2008
(321)
2/7/2014
2011
(145)
2/7/2014
2002
(397)
2/7/2014
2002
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar Tree/Family
Dollar
DNU
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Hudson
Burton
Newaygo
Kentwood
MI
MI
MI
MI
St. Peter
MN
Kansas CIty
MO
Hernandez
Canton
Memphis
Port Arthur
Converse
Leander
Beaumont
Houston
Noonday
San Antonio
San Antonio
Deltona
Deltona
Fort Meade
Lake City
St Petersburg
Des Moines
Indianapolis
Princeton
Terre Haute
Abbeville
Farmerville
NM
OH
TN
TX
TX
TX
TX
TX
TX
TX
TX
FL
FL
FL
FL
FL
FL
IA
IN
IN
IN
LA
LA
LA
MI
Dollar General
Kissimmee
New Orleans
LA
Shreveport
Dollar Tree/Family
Dollar
Pontiac
Dollar Tree/Family
Dollar
Kansas CIty
MO
1,211
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
686
1,042
417
—
622
1,093
822
613
526
394
740
722
1,146
892
962
108
131
317
389
93
277
140
93
215
178
148
355
225
277
103
211
214
171
206
211
643
186
690
411
375
300
235
141
110
547
177
136
119
1,020
1,164
677
919
566
812
1,434
766
811
1,452
469
489
806
1,144
895
567
911
1,074
1,578
606
1,071
872
1,000
871
707
486
427
949
968
1,252
1,177
1,249
1,705
F-145
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,128
1,295
994
1,308
659
1,089
1,574
859
1,026
1,630
617
844
1,031
1,421
998
778
1,125
1,245
1,784
817
1,714
1,058
1,690
1,282
1,082
786
662
1,090
1,078
1,799
1,354
1,385
1,824
(325)
2/7/2014
2005
(349)
2/7/2014
2003
(218)
2/7/2014
2002
(254)
2/7/2014
2001
(162)
2/7/2014
1960
(238)
2/7/2014
2003
(443)
2/7/2014
2008
(223)
2/7/2014
2002
(239)
2/7/2014
2003
(414)
2/7/2014
2005
(141)
2/7/2014
2003
(150)
2/7/2014
2004
(233)
2/7/2014
2003
(329)
2/7/2014
2002
(261)
2/7/2014
2004
(168)
2/7/2014
2004
(265)
2/7/2014
2004
(292)
2/7/2014
2004
(441)
2/7/2014
2011
(161)
2/7/2014
2000
(299)
2/7/2014
2011
(249)
2/7/2014
2011
(309)
2/7/2014
2011
(266)
2/7/2014
2003
(195)
2/7/2014
2003
(151)
2/7/2014
2000
(129)
2/7/2014
2011
(290)
2/7/2014
2005
(290)
2/7/2014
2003
(372)
2/7/2014
2005
(349)
2/7/2014
2005
(381)
2/7/2014
2003
(505)
2/7/2014
2004
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Kansas CIty
MO
Alamorgordo
NM
Clovis
Roswell
Cleveland
Loveland
Middleton
Memphis
Memphis
NM
NM
OH
OH
OH
TN
TN
Cockrell Hill
TX
Dollar Tree/Family
Dollar
Dallas
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dickinson
Houston
Palestine
Dollar Tree/Family
Dollar
Pharr
TX
TX
TX
TX
TX
Raymondville
TX
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
West Marine
San Antonio
San Benito
San Diego
Bristol
Harrison
Township
Amazon
Chattanooga
Advance Auto Parts
Georgetown
Advance Auto Parts
Frankfort
Golden Corral
Akron
Golden Corral
Canton
Golden Corral
Cincinnati
Golden Corral
Clarksville
Golden Corral
Cleveland
TX
TX
TX
VA
MI
TN
KY
KY
OH
OH
OH
IN
OH
Golden Corral
Beavercreek
OH
Golden Corral
Dayton
Golden Corral
Dayton
Golden Corral
Elyria
OH
OH
OH
970
524
657
766
1,370
798
660
1,251
973
970
627
681
920
671
969
542
1,143
598
602
608
—
142
161
119
140
216
179
137
376
336
369
292
182
1,355
120
219
117
117
132
55
104
452
1,338
675
854
953
1,818
986
869
1,508
1,156
1,156
676
876
95
914
1,253
707
1,619
772
855
837
2,092
40,800
1,995
54,332
—
—
—
—
—
—
—
—
—
—
—
510
833
640
647
694
1,061
1,109
713
579
774
1,167
1,323
1,034
2,133
2,135
2,066
1,344
2,315
1,858
1,429
2,766
1,599
F-146
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(20)
—
—
—
—
—
—
1,480
(393)
2/7/2014
2004
836
973
1,093
2,034
1,165
1,006
1,884
1,492
1,525
968
1,058
1,450
1,034
1,472
824
1,736
904
910
941
(193)
2/7/2014
2001
(254)
2/7/2014
2004
(289)
2/7/2014
2004
(542)
2/7/2014
1994
(301)
2/7/2014
2002
(259)
2/7/2014
2001
(452)
2/7/2014
2005
(343)
2/7/2014
2003
(340)
2/7/2014
2002
(208)
2/7/2014
2004
(257)
2/7/2014
2010
(48)
2/7/2014
1981
(270)
2/7/2014
2000
(364)
2/7/2014
2002
(207)
2/7/2014
2002
(467)
2/7/2014
2004
(226)
2/7/2014
2004
(249)
2/7/2014
2004
(259)
2/7/2014
1978
2,544
(741)
2/7/2014
2009
56,327
(14,526)
2/7/2014
2011
1,833
1,867
2,773
2,782
2,740
2,405
3,424
2,571
2,008
3,540
2,766
(350)
2/7/2014
2007
(282)
2/7/2014
2007
(617)
2/7/2014
2003
(651)
2/7/2014
2002
(623)
2/7/2014
1999
(542)
2/7/2014
2002
(653)
2/7/2014
2004
(521)
2/7/2014
2000
(436)
2/7/2014
2000
(816)
2/7/2014
2002
(463)
2/7/2014
2004
Property
City
State
Golden Corral
Fairfield
Golden Corral
Grove City
Golden Corral
Louisville
OH
OH
KY
Golden Corral
Monroeville
PA
Golden Corral
Northfield
Golden Corral
Ontario
Golden Corral
Richmond
Golden Corral
Springfield
Golden Corral
Toledo
Goodyear
Columbia
Goodyear
Cumming
Goodyear
Cumming
AutoZone
Hernando
OH
OH
IN
OH
OH
SC
GA
GA
MS
CVS
Oklahoma City
OK
Advance Auto Parts
Dayton
Advance Auto Parts
Florence
Advance Auto Parts
Mishawaka
Advance Auto Parts
Richmond
Advance Auto Parts
Spring
Ulta Beauty
Fort Gratiot
Pier 1 Imports
Victoria
Tractor Supply
Middletown
O'Reilly Auto Parts
Louisville
Trader Joe's
Lexington
Mattress Firm
Fairview
Heights
RSA Security
Bedford
OH
KY
IN
IN
TX
MI
TX
DE
KY
KY
IL
MA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
859
926
1,020
1,647
947
616
728
619
838
656
534
1,085
141
569
470
550
429
377
388
164
457
1,487
573
2,287
231
1,135
1,859
1,173
849
1,061
2,412
723
1,142
3,333
2,077
2,516
1,915
833
1,609
1,349
1,280
1,373
1,616
1,616
2,083
1,767
3,293
794
3,795
958
—
—
—
—
—
—
—
—
—
—
—
(11)
53
—
—
—
—
—
—
—
—
—
—
—
—
1,994
2,785
2,193
2,496
2,008
3,028
1,451
1,761
4,171
2,733
3,050
2,989
1,027
2,178
1,819
1,830
1,802
1,993
2,004
2,247
2,224
4,780
1,367
6,082
1,189
(341)
2/7/2014
1999
(542)
2/7/2014
2007
(384)
2/7/2014
2001
(191)
2/7/2014
1982
(304)
2/7/2014
2004
(726)
2/7/2014
2004
(258)
2/7/2014
2002
(325)
2/7/2014
2000
(934)
2/7/2014
2004
(575)
2/7/2014
2010
(685)
2/7/2014
2010
(551)
2/7/2014
2010
(216)
2/7/2014
2003
(458)
2/7/2014
1996
(384)
2/7/2014
2007
(364)
2/7/2014
2008
(382)
2/7/2014
2007
(442)
2/7/2014
2007
(408)
2/7/2014
2007
(558)
2/7/2014
2012
(521)
2/7/2014
2011
(784)
2/7/2014
2007
(234)
2/7/2014
2011
(1,128)
2/7/2014
2012
(305)
2/7/2014
1977
16,594
75,137
1,217
92,948
(19,572)
2/7/2014
2001
Sysmex
Lincolnshire
IL
22,500
Benihana
Maple Grove
MN
Benihana
Farmington
Hills
Benihana
Anchorage
Benihana
Dallas
Benihana
Miami Beach
Benihana
Stuart
MI
AK
TX
FL
FL
—
—
—
—
—
—
4,143
1,319
2,025
1,391
2,988
3,775
1,661
36,987
2,604
2,049
1,877
1,275
433
1,917
F-147
—
—
—
—
—
3,367
—
41,130
(10,057)
2/7/2014
2010
3,923
4,074
3,268
4,263
7,575
3,578
(866)
2/7/2014
2006
(783)
2/7/2014
2012
(629)
2/7/2014
1998
(502)
2/7/2014
1975
—
2/7/2014
1972
(664)
2/7/2014
1976
Property
City
State
Benihana
Schaumburg
IL
Benihana
Alpharetta
GA
Benihana
Wheeling
Trader Joe's
Sarasota
US Bank
Fayetteville
Advance Auto Parts
Candler
IL
FL
NC
NC
JOANN
Shakopee
MN
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Stripes
Vacant
Brady
Brownsville
TX
TX
Corpus Christi
TX
Corpus Christi
TX
Corpus Christi
TX
Edinburg
Edinburg
Houston
Midland
Mission
Odessa
San Angelo
San Angelo
Melbourne
TX
TX
TX
TX
TX
TX
TX
TX
FL
IL
Road Ranger
Winnebago
Urban Air Adventure
Park
Coral Springs
FL
WaWa
Gap
PA
Best Buy
Chesterfield
MO
Cost Plus World Market
La Quinta
Sprouts
Centennial
Tractor Supply
Tuscaloosa
Dollar General
Phenix City
Dollar General
Lyerly
Dollar General
Grambling
CA
CO
AL
AL
GA
LA
Dollar General
Lake Charles
LA
Dollar General
Lowell
OH
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,319
1,151
1,896
1,646
608
399
994
203
613
681
1,011
803
488
450
1,204
1,098
1,007
803
772
1,006
405
707
4,264
561
1,537
1,211
1,581
746
267
251
597
406
157
1,396
1,485
1,273
5,416
1,741
1,202
1,807
3,205
3,195
2,047
3,125
3,109
2,499
2,818
2,069
4,857
3,178
3,596
4,025
3,277
1,237
3,202
5,289
5,054
4,123
4,786
6,394
1,979
929
992
719
770
1,114
F-148
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(33)
—
—
—
(942)
—
200
(17)
—
—
—
—
—
—
—
—
—
3,715
2,636
3,169
7,062
2,349
1,601
2,801
3,408
3,808
2,728
4,136
3,912
2,987
3,268
3,273
5,955
4,152
4,399
4,797
4,283
700
3,909
9,753
5,598
5,660
5,997
7,975
2,725
1,196
1,243
1,316
1,176
1,271
(500)
2/7/2014
1992
(269)
2/7/2014
2003
(310)
2/7/2014
2001
(1,540)
2/7/2014
2012
(454)
2/7/2014
2012
(333)
2/7/2014
2012
(500)
2/7/2014
2012
(965)
2/7/2014
2007
(984)
2/7/2014
2007
(645)
2/7/2014
2007
(970)
2/7/2014
2007
(965)
2/7/2014
2007
(834)
2/7/2014
2007
(792)
2/7/2014
2007
(634)
2/7/2014
2007
(1,485)
2/7/2014
2006
(920)
2/7/2014
2003
(1,565)
2/7/2014
1998
(1,231)
2/7/2014
1997
(1,017)
2/7/2014
2007
—
2/7/2014
2011
(983)
2/7/2014
1998
(1,467)
2/7/2014
2010
(1,451)
2/7/2014
2004
(1,262)
2/7/2014
2012
(1,388)
2/7/2014
2007
(1,946)
2/7/2014
2009
(485)
2/7/2014
2012
(279)
2/7/2014
2012
(297)
2/7/2014
2012
(230)
2/7/2014
2012
(237)
2/7/2014
2012
(325)
2/7/2014
2012
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar General
Orange
Dollar General
Vidor
Kohl's
Spartanburg
Merrill Lynch
Hopewell
Cigna
Phoenix
At Home
Stockbridge
Tractor Supply
Jackson
Dollar General
Lakeland
TX
TX
SC
NJ
AZ
GA
CA
FL
Dollar General
St. Martinville
LA
Giant Eagle
Gahanna
Dollar General
Ponca City
Dollar General
Tahlequah
Dollar General
Wagoner
Wendy's
Wendy's
Avon
Avon
Wendy's
Greenfield
Wendy's
Indianapolis
Wendy's
Wendy's
Wendy's
Wendy's
Carmel
Carmel
Fishers
Fishers
Wendy's
Lebanon
Wendy's
Noblesville
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
OH
OK
OK
OK
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
NV
NV
NV
NV
NV
NV
NV
NV
NV
Wendy's
San Antonio
TX
—
—
—
277
—
2,984
1,150
1,182
5,842
—
—
1
1,427
1,182
8,827
(322)
2/7/2014
2012
(330)
2/7/2014
2012
(1,558)
2/7/2014
2006
74,250
17,619
108,349
(11,526)
114,442
(19,607)
2/7/2014
2001
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,194
2,057
1,209
413
175
16,215
8,967
3,640
1,810
1,028
3,549
16,736
145
123
31
538
638
429
751
736
915
855
761
1,265
590
933
882
785
398
919
789
725
915
633
707
1,161
1,101
1,076
407
330
214
212
211
178
147
229
108
42
842
457
507
589
562
583
458
724
392
603
F-149
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
22,409
(4,346)
2/7/2014
2012
11,024
(2,640)
2/7/2014
1998
4,849
2,223
1,203
(881)
2/7/2014
2012
(536)
2/7/2014
2012
(313)
2/7/2014
2012
20,285
(4,309)
2/7/2014
2002
1,306
1,224
1,107
945
968
643
963
947
1,093
1,002
990
1,373
632
1,775
1,339
1,293
987
1,481
1,372
1,183
1,639
1,025
1,310
(335)
2/7/2014
2012
(316)
2/7/2014
2012
(311)
2/7/2014
2012
(172)
2/7/2014
1990
(185)
2/7/2014
1999
(100)
2/7/2014
1980
(120)
2/7/2014
1993
(96)
2/7/2014
1980
(117)
2/7/2014
2001
(98)
2/7/2014
1999
(130)
2/7/2014
2012
(88)
2/7/2014
1979
(26)
2/7/2014
1988
(292)
2/7/2014
1997
(162)
2/7/2014
1999
(192)
2/7/2014
2000
(181)
2/7/2014
1976
(205)
2/7/2014
1976
(186)
2/7/2014
1984
(166)
2/7/2014
1986
(249)
2/7/2014
1991
(129)
2/7/2014
1994
(175)
2/7/2014
1990
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Antonio
Wendy's
San Marcos
Wendy's
Wendy's
Schertz
Selma
TX
TX
TX
TX
TX
TX
TX
Wendy's
Bellingham
WA
Wendy's
Bothell
WA
Wendy's
Port Angeles
WA
Wendy's
Redmond
Wendy's
Silverdale
Wal-Mart
Cary
Harps Food Stores
Searcy
Kirklands
Wilmington
WA
WA
NC
AR
NC
The Fresh Market
Winston-Salem
NC
Tractor Supply
Auburn
Staples
Helena
Dollar General
Pemberville
Dollar General
Thibodaux
Dollar General
Toledo
Dollar General
Hicksville
Dollar General
Sandusky
Wal-Mart
Valdosta
Dollar General
Fairfield
Dollar General
Phenix City
Dollar General
Troy
Dollar General
Morganton
Harps Food Stores
West Fork
Harps Food Stores
Haskell
Natural Grocers
Salem
Dollar General
Hartselle
Dollar General
Childersburg
CA
MT
OH
LA
OH
OH
OH
GA
OH
AL
AL
NC
AR
AR
OR
AL
AL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
633
1,007
703
788
714
793
841
502
687
422
969
808
2,314
705
1,127
196
1,175
1,159
146
234
252
156
210
3,909
131
386
67
472
635
499
1,339
473
328
1,388
546
45
45
1,024
109
117
477
292
502
123
201
5,549
4,159
1,061
4,562
2,901
2,452
1,059
1,146
1,149
1,490
1,700
9,447
1,272
1,104
963
1,108
4,708
3,281
3,886
983
986
F-150
—
—
—
—
—
—
—
—
—
1
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,021
1,553
748
833
(372)
2/7/2014
1992
(163)
2/7/2014
1995
(26)
2/7/2014
2000
(27)
2/7/2014
2003
1,738
(288)
2/7/2014
2002
902
958
979
979
925
1,092
1,009
7,864
4,864
2,188
4,758
4,076
3,611
1,205
1,380
1,401
1,646
1,910
(37)
2/7/2014
1994
(35)
2/7/2014
2003
(146)
2/7/2014
1994
(73)
2/7/2014
2004
(251)
2/7/2014
1980
(26)
2/7/2014
1977
(161)
2/7/2014
1995
(1,638)
2/7/2014
2005
(1,169)
2/7/2014
2008
(317)
2/7/2014
2004
(1,195)
2/7/2014
2007
(740)
2/7/2014
2012
(659)
2/7/2014
2012
(314)
2/7/2014
2012
(351)
2/7/2014
2012
(336)
2/7/2014
2012
(433)
2/7/2014
2012
(493)
2/7/2014
2012
13,356
(2,813)
2/7/2014
1998
1,403
1,490
1,030
1,580
5,343
3,780
5,225
1,456
1,314
(366)
2/7/2014
2013
(336)
2/7/2014
2013
(292)
2/7/2014
2013
(338)
2/7/2014
2013
(1,329)
2/7/2014
2013
(954)
2/7/2014
2012
(1,125)
2/7/2014
2013
(302)
2/7/2014
2013
(302)
2/7/2014
2013
Property
City
State
Rite Aid
Cheektowaga
NY
Dick's Sporting Goods
Moore
Dollar General
Thomaston
Harps Food Stores
Hot Springs
Dollar General
Mt. Vernon
Dollar General
Mobile
Physicians Immediate
Care
Aurora
Physicians Immediate
Care
Plainfield
Physicians Immediate
Care
New Lenox
Physicians Immediate
Care
Mishawaka
Physicians Immediate
Care
Glendale
Heights
Harps Food Stores
Hot Springs
Dollar General
Sylacauga
Dollar General
Tyler
OK
GA
AR
AL
AL
IL
IL
IL
IN
IL
AR
AL
TX
Dollar General
Hendersonville
NC
Lowe's
Florence
Ulta Beauty
Jonesboro
Dollar Tree/Family
Dollar
Tampa
Dollar Tree/Family
Dollar
Belleview
KY
AR
FL
FL
DNU
Bonita Springs
FL
Dollar Tree/Family
Dollar
Largo
Harps Food Stores
Cabot
Vacant
Vacant
Joplin
Joplin
Kum & Go
Neosho
Dollar General
Gratis
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Aaron's
DNU
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Laurel
Bassfield
Greenwood
Oviedo
Helena
Marietta
Chateaugay
FL
AR
MO
MO
MO
OH
MS
MS
MS
FL
GA
GA
NY
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
436
3,466
(1,207)
2,695
—
2/7/2014
2000
1,243
10,426
308
592
260
207
1,043
590
535
252
487
839
120
602
360
972
4,353
1,402
1,039
1,346
1,747
1,884
1,351
2,256
4,486
968
956
1,034
—
—
(10)
—
—
—
—
—
—
—
(6)
—
—
—
11,669
(3,107)
2/7/2014
2012
1,280
4,935
1,662
1,246
2,389
2,337
2,419
1,603
2,743
5,319
1,088
1,558
1,394
(296)
2/7/2014
2013
(1,265)
2/7/2014
2013
(428)
2/7/2014
2013
(314)
2/7/2014
2013
(418)
2/7/2014
2003
(519)
2/7/2014
2011
(563)
2/7/2014
2011
(434)
2/7/2014
2013
(665)
2/7/2014
1997
(1,232)
2/7/2014
2013
(291)
2/7/2014
2013
(296)
2/7/2014
2013
(312)
2/7/2014
2013
4,814
10,189
398
15,401
(2,677)
2/7/2014
1997
742
552
332
672
844
270
218
127
504
161
225
96
156
469
242
366
133
2,289
792
829
918
962
4,664
782
300
1,144
1,042
723
752
967
848
790
749
910
F-151
—
—
—
—
—
—
(635)
(280)
—
—
—
—
—
—
—
—
—
3,031
1,344
1,161
1,590
1,806
4,934
365
147
1,648
1,203
948
848
1,123
1,317
1,032
1,115
1,043
(596)
2/7/2014
2013
(237)
2/7/2014
2013
(243)
2/7/2014
2013
(288)
2/7/2014
2013
(294)
2/7/2014
2013
(1,381)
2/7/2014
2014
(10)
2/11/2014
1987
—
2/11/2014
1973
(355)
2/11/2014
1997
(323)
2/18/2014
2013
(236)
2/19/2014
2013
(244)
2/19/2014
2013
(306)
2/19/2014
2006
(263)
2/19/2014
2013
(245)
2/19/2014
2013
(232)
2/19/2014
2013
(293)
2/20/2014
2014
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Vacant
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Tupelo
Arcadia
Garrison
MS
LA
KY
Dollar General
Richmond
MN
Dollar General
West Plains
MO
Dollar General
Windsor
Dollar General
Lubbock
HD Supply
Santee
MO
TX
CA
Millenium Chemicals
Glen Burnie
MD
Advance Auto Parts
Rocky Mount
NC
Cash Wise
Stanley
Dollar Tree/Family
Dollar
Tires Plus
Altona
Duluth
ND
NY
GA
Harps Food Stores
Poplar Bluff
MO
CVS
CVS
Edinburgh
Tipton
Mattress Firm
South Bend
Big Lots
Chester
Dollar General
Mackinaw
IN
IN
IN
VA
IL
Dollar General
Wheelersburg
OH
Dollar Tree/Family
Dollar
Hopewell
DaVita Dialysis
Clinton
Dollar Tree/Family
Dollar
Mayville
Dollar Tree/Family
Dollar
Flint
VA
MO
WI
MI
Dollar General
Barnesville
MN
Dollar General
Eagle Rock
MO
Dollar General
Sullivan City
TX
Walgreens
Laurinburg
Hobby Lobby
Columbia
American Family Care
Garden City
Dollar General
Frisco City
Dollar Tree/Family
Dollar
Ely
Dollar General
Edenton
NC
TN
ID
AL
MN
NC
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
258
51
134
96
90
86
41
2,400
2,127
348
1,163
94
777
572
420
311
289
335
149
395
430
128
128
162
86
133
165
355
951
492
121
231
240
427
704
737
836
769
829
825
7,312
—
—
—
—
—
—
—
36
685
755
871
932
859
915
866
(152)
2/20/2014
1998
(233)
2/20/2014
2010
(241)
2/20/2014
2012
(256)
2/20/2014
2014
(236)
2/20/2014
2014
(255)
2/20/2014
2014
(253)
2/20/2014
2014
9,748
(3,101)
2/21/2014
2003
23,198
(3,894)
21,431
(3,574)
2/21/2014
1984
836
5,037
923
1,259
2,991
1,530
1,726
2,445
3,373
1,011
1,132
987
896
1,023
1,027
841
786
876
3,577
2,467
1,305
836
1,008
1,025
F-152
—
—
—
—
4
60
71
—
169
—
—
—
—
—
—
—
—
—
—
39
263
—
—
—
1,184
6,200
1,017
2,036
3,567
2,010
2,108
2,734
3,877
1,160
1,527
1,417
1,024
1,151
1,189
927
919
1,041
3,932
3,457
2,060
957
1,239
1,265
(278)
2/21/2014
2005
(1,437)
2/21/2014
2014
(298)
2/21/2014
2014
(410)
2/21/2014
2001
(440)
2/21/2014
2014
(513)
2/24/2014
1998
(576)
2/24/2014
1998
(699)
2/24/2014
2013
(1,181)
2/24/2014
2013
(314)
2/25/2014
2013
(347)
2/25/2014
1925
(313)
2/26/2014
2014
(241)
2/26/2014
2003
(321)
2/26/2014
2014
(346)
2/26/2014
2014
(258)
2/26/2014
2014
(241)
2/26/2014
2014
(269)
2/26/2014
2014
(1,152)
2/26/2014
2013
(824)
2/26/2014
1986
(370)
2/26/2014
2003
(259)
2/26/2014
2014
(321)
2/27/2014
2014
(317)
2/28/2014
2013
Property
City
State
Harps Food Stores
Inola
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Cape Coral
Vienna
Omega
Columbia
Fayetteville
OK
FL
GA
GA
SC
NC
Lowe's
Benton Harbor
MI
Mattress Firm
Goshen
Dollar Tree/Family
Dollar
Jacksonville
Dollar General
Pleasantville
Dollar General
Sykesville
Dollar General
Wattsburg
Dollar Tree/Family
Dollar
Lake
Panasoffkee
Wendy's
Wendy's
Wendy's
Albany
Belpre
Benton
Wendy's
Brookville
IN
TX
PA
PA
PA
FL
GA
OH
KY
OH
Wendy's
Clarksburg
WV
Wendy's
Columbus
Wendy's
Wendy's
Wendy's
Wendy's
Wendy's
Wendy's
Dayton
Dayton
Dayton
Dayton
Dayton
Eaton
Wendy's
Englewood
Wendy's
Fulton
Wendy's
Liverpool
Wendy's
Mayfield
Wendy's
Wendy's
Normal
Oswego
Wendy's
Picayune
Wendy's
Vestal
GA
OH
OH
OH
OH
OH
OH
OH
NY
NY
KY
IL
NY
MS
NY
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
130
675
62
167
429
267
1,011
211
195
163
68
96
237
383
297
252
448
277
223
304
288
274
286
259
207
261
392
530
242
443
190
437
488
3,387
1,190
721
716
719
682
7,851
1,555
1,003
941
1,075
1,031
696
748
1,194
926
1,072
1,181
1,380
1,264
813
1,029
869
838
1,084
924
1,181
864
779
991
645
1,032
878
F-153
—
—
—
—
(35)
—
598
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,517
1,865
783
883
1,113
949
9,460
1,766
1,198
1,104
1,143
1,127
933
1,131
1,492
1,178
1,520
1,458
1,603
1,568
1,101
1,303
1,155
1,097
1,291
1,185
1,573
1,394
1,021
1,434
835
1,469
1,366
(978)
3/5/2014
2014
(364)
3/5/2014
2013
(222)
3/12/2014
2013
(220)
3/12/2014
2013
(221)
3/12/2014
2014
(210)
3/14/2014
2013
(2,297)
3/17/2014
1994
(439)
3/20/2014
2013
(316)
3/21/2014
2014
(286)
3/24/2014
2013
(326)
3/24/2014
2013
(313)
3/24/2014
2014
(214)
3/25/2014
2013
(228)
3/26/2014
1999
(365)
3/26/2014
2000
(282)
3/26/2014
2001
(327)
3/26/2014
1984
(360)
3/26/2014
1980
(421)
3/26/2014
1982
(385)
3/26/2014
1974
(248)
3/26/2014
1985
(321)
3/26/2014
2004
(265)
3/26/2014
1977
(256)
3/26/2014
1985
(157)
3/26/2014
1993
(282)
3/26/2014
1976
(360)
3/26/2014
1980
(125)
3/26/2014
1980
(238)
3/26/2014
1986
(302)
3/26/2014
1985
(197)
3/26/2014
1986
(315)
3/26/2014
1983
(127)
3/26/2014
1995
Property
City
State
Dollar Tree/Family
Dollar
Newberry
McAlisters
Waco
Tire Kingdom
Greenville
Hardee's
Morrilton
SC
TX
SC
AR
Tractor Supply
Silver City
NM
Tractor Supply
Farmington
NM
Tractor Supply
Chickasha
OK
Dollar General
Butler
Dollar General
Cullman
Dollar General
Vance
Tractor Supply
Jonesville
Dollar Tree/Family
Dollar
Chiefland
DaVita Dialysis
Akron
FedEx
Tulsa
LA Fitness
Edmond
West Marine
Anchorage
Dollar General
Pittsburg
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Charlotte
Raeford
Dollar General
Ohatchee
Dollar Tree/Family
Dollar
Stuart
Walgreens
Lockport
Dollar General
Monticello
Dollar Tree/Family
Dollar
Palatka
AL
AL
AL
MI
FL
OH
OK
OK
AK
IL
NC
NC
AL
VA
NY
KY
FL
Dollar Tree/Family
Dollar
Jackson Center
OH
Inform Diagnostics
Irving
Tractor Supply
Macedon
Dollar General
Ely
Ingersoll Rand
Annandale
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
McCormick
Graceville
Cordele
Dollar General
Richland
TX
NY
MN
NJ
SC
FL
GA
IN
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
231
429
499
175
716
1,091
599
338
331
191
267
322
312
935
791
1,367
937
2,380
2,194
2,056
1,093
780
731
2,364
1,123
1,994
—
—
—
—
—
—
538
—
—
—
—
—
—
1,166
1,220
1,866
1,112
3,096
3,285
3,193
1,431
1,111
922
2,631
1,445
2,306
(283)
3/27/2014
2013
(273)
3/27/2014
2000
(435)
3/28/2014
1997
(286)
3/28/2014
1986
(654)
3/28/2014
2012
(603)
3/28/2014
2012
(675)
3/28/2014
2014
(337)
3/28/2014
2014
(240)
3/28/2014
2013
(225)
3/28/2014
2014
(650)
3/28/2014
2005
(340)
3/31/2014
2013
(495)
3/31/2014
1932
1,476
18,054
542
20,072
(7,077)
3/31/2014
1999
962
1,220
97
352
428
97
204
2,358
251
316
97
6,916
2,531
915
985
900
942
750
2,301
867
1,054
764
3,237
37,297
168
174
1,591
944
—
—
—
—
—
—
—
118
—
—
—
341
—
—
7,878
3,751
1,012
1,337
1,328
1,039
954
4,777
1,118
1,370
861
(1,920)
3/31/2014
2014
(745)
3/31/2014
1995
(280)
3/31/2014
2014
(299)
4/15/2014
2014
(273)
4/17/2014
2014
(241)
4/17/2014
2014
(126)
4/18/2014
2013
(744)
4/21/2014
1998
(261)
4/25/2014
2012
(321)
4/25/2014
2014
(168)
4/28/2014
1989
40,875
(10,498)
4/28/2014
1997
1,759
1,118
(433)
4/29/2014
1992
(156)
4/30/2014
2014
1,367
14,223
(90)
15,500
(7,957)
4/30/2014
1999
167
367
136
156
791
810
1,049
887
F-154
—
—
—
—
958
1,177
1,185
1,043
(242)
4/30/2014
2014
(247)
4/30/2014
2013
(237)
4/30/2014
2014
(148)
4/30/2014
2014
Property
City
State
Dollar Tree/Family
Dollar
Lake Village
IN
Wendy's
Kinston
Dollar General
Cohasset
Katun
Davenport
GE Engine Services
Winfield
Dollar Tree/Family
Dollar
Sodus
Dollar Tree/Family
Dollar
Hayneville
Dollar General
Palatka
Vacant
Dollar Tree/Family
Dollar
L'Anse
Claxton
McAlisters
Sherman
Walgreens
Buxton
Walgreens
Houston
Rite Aid
Rite Aid
Memphis
Warren
Walgreens
Cahokia
Vacant
Lowe's
Lowe's
Cleveland
Jonesboro
Texas City
Tractor Supply
Woodstock
Sherwin-Williams
Ashtabula
Sherwin-Williams
Boardman
Sherwin-Williams
Angola
Apria Healthcare
Indianapolis
Rite Aid
Hayes
Walgreens
Spartanburg
NC
MN
IA
KS
NY
AL
FL
MI
GA
TX
ME
TX
TN
OH
IL
OH
AR
TX
VA
OH
OH
IN
IN
VA
SC
Walgreens
Travelers Rest
SC
CVS
Independence
MO
Rite Aid
Philadelphia
CVS
Duncanville
PA
TX
Rite Aid
Wheelersburg
OH
Tractor Supply
Paducah
Rite Aid
St. Marys
KY
OH
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
154
491
87
454
1,078
54
172
113
382
322
563
—
491
266
668
394
472
2,101
2,313
524
176
206
249
981
812
894
882
780
633
670
361
393
581
1,965
1,062
2,670
1,577
1,890
8,405
9,253
2,098
704
825
996
3,922
3,247
3,575
3,527
3,121
2,531
2,681
1,444
1,574
2,322
F-155
752
1,159
964
7,485
5,087
1,441
722
1,196
1,736
665
1,223
—
—
—
—
22
—
—
—
(1,468)
—
—
—
2,132
—
54
(2,056)
166
(1,451)
906
1,650
1,051
7,939
6,187
1,495
894
1,309
650
987
1,786
2,132
2,456
1,382
1,282
2,137
911
(467)
4/30/2014
2013
(353)
5/1/2014
2004
(288)
5/2/2014
2013
(1,731)
5/6/2014
1993
(4,977)
5/6/2014
1951
(436)
5/7/2014
2013
(218)
5/7/2014
2013
(357)
5/7/2014
2013
—
5/13/2014
2009
(202)
5/14/2014
2014
(374)
5/16/2014
2013
(546)
5/19/2014
1997
(711)
5/19/2014
1993
(362)
5/19/2014
2000
(9)
5/19/2014
1999
(617)
5/19/2014
1994
(16)
5/19/2014
1994
185
10,691
(2,349)
5/19/2014
1994
—
—
—
—
—
775
—
—
—
—
—
—
64
—
—
11,566
(3,538)
5/19/2014
1995
2,622
880
1,031
1,245
5,678
4,059
4,469
4,409
3,901
3,164
3,351
1,869
1,967
2,903
(652)
5/19/2014
2004
(173)
5/19/2014
2003
(203)
5/19/2014
2003
(296)
5/19/2014
2001
(1,328)
5/19/2014
1993
(1,029)
5/19/2014
2005
(1,133)
5/19/2014
2004
(1,118)
5/19/2014
2005
(1,009)
5/19/2014
2000
(830)
5/19/2014
1999
(875)
5/19/2014
2000
(479)
5/19/2014
1998
(515)
5/19/2014
1995
(736)
5/19/2014
2005
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Tractor Supply
Glasgow
Best Buy
Tupelo
Vacant
Savers
Ross
Hurst
Austin
Austin
KY
MS
TX
TX
TX
Vanguard Car Rental
College Park
GA
Tractor Supply
Topeka
AutoZone
Yorkville
KS
IL
Dollar General
Broken Bow
OK
7-Eleven
Merritt Island
FL
Dollar Tree/Family
Dollar
Abbeville
Advance Auto Parts
Tecumseh
Lumber Liquidators
Saginaw
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Abbeville
Ellerbe
Camden
Wilmer
Raeford
Mattress Firm
Goldsboro
Dollar General
Porter
Dollar Tree/Family
Dollar
Broad Top
SC
MI
MI
GA
NC
AL
AL
NC
NC
IN
PA
Dollar General
Albert Lea
MN
Dollar Tree/Family
Dollar
Estill
Sunbelt Rentals
Mabelvale
Dept. of Public
Advocacy
Covington
Jiffy Lube
Houston
Cactus Wellhead
DuBois
Select Energy Services
Alderson
Gravity Oilfield
Services
Gravity Oilfield
Services
Hobbs
Midland
SC
AR
KY
TX
PA
OK
NM
TX
Owens Corning
Wichita Falls
TX
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
453
484
497
740
658
1,561
446
383
331
540
146
281
287
163
225
137
221
185
349
243
196
223
244
240
1,812
1,934
1,990
2,958
2,631
6,244
1,785
1,534
1,325
2,162
734
1,214
502
768
781
851
791
935
1,385
995
954
551
757
894
—
—
120
—
700
—
—
—
—
—
—
—
88
—
—
—
—
—
—
—
—
161
—
—
2,265
2,418
2,607
3,698
3,989
7,805
2,231
1,917
1,656
2,702
880
1,495
877
931
1,006
988
1,012
1,120
1,734
1,238
1,150
935
1,001
1,134
(581)
5/19/2014
2005
(561)
5/19/2014
2005
(640)
5/19/2014
1999
(865)
5/19/2014
2002
(1,082)
5/19/2014
2002
(2,496)
5/19/2014
2002
(582)
5/19/2014
2006
(478)
5/19/2014
2006
(360)
5/19/2014
2012
(531)
5/19/2014
2009
(174)
5/23/2014
2014
(338)
5/27/2014
2009
(153)
5/28/2014
2000
(178)
5/29/2014
2014
(215)
5/29/2014
2014
(238)
5/29/2014
2014
(220)
5/29/2014
2014
(255)
5/29/2014
2014
(322)
5/29/2014
2014
(150)
5/29/2014
2014
(212)
5/30/2014
2013
(149)
5/30/2014
1960
(178)
6/4/2014
2014
(246)
6/4/2014
2006
3,120
80,689
1,582
85,391
(18,483)
6/5/2014
1994
—
—
—
—
—
—
1,460
2,671
1,410
1,487
1,591
1,078
(276)
6/9/2014
2008
(601)
6/12/2014
2012
(353)
6/12/2014
2008
(328)
6/12/2014
2013
(158)
6/12/2014
2009
(213)
6/12/2014
1972
423
129
260
358
1,063
231
1,037
2,542
1,150
1,129
528
847
F-156
Property
City
State
Gravity Oilfield
Services
Gravity Oilfield
Services
Snyder
Midland
Waste Connections
Weatherford
Gravity Oilfield
Services
Odessa
Select Energy Services
Damascus
TX
TX
TX
TX
AR
Amega West
West Alexander
PA
Cactus Wellhead
Center
Greene's Energy Group
Broussard
Select Energy Services
Frierson
Gravity Oilfield
Services
Monahans
MS Energy Services
Midland
Select Energy Services
Big Wells
Amega West
Midland
Crest Pumping
Technologies
Pleasanton
Cactus Wellhead
Pleasanton
Mastec
Houston
Gravity Oilfield
Services
San Angelo
Energy Maintenance
Services US
Pasadena
Express Energy
Services
Gravity Oilfield
Services
Dollar Tree/Family
Dollar
Pleasanton
Snyder
Bessemer
Dollar Tree/Family
Dollar
Troy
Dollar General
Rockford
Dollar Tree/Family
Dollar
Lumberton
TX
LA
LA
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
AL
NC
IL
NC
Applebee's
St. Charles
MO
Rite Aid
Rite Aid
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
West Branch
Bay City
Sebring
Charlotte
Schmitz & Schmitz
Gainesville
Shale Tank Truck
Midland
Gravity Oilfield
Services
Odessa
Select Energy Services
Dilley
MI
MI
FL
NC
TX
TX
TX
TX
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
466
1,013
102
500
530
117
115
455
260
50
1,165
353
591
519
144
369
821
393
413
174
295
341
464
146
781
418
463
492
412
29
757
104
308
588
968
3,386
3,891
800
1,787
1,886
6,022
4,954
538
948
1,820
379
7,949
2,908
2,669
1,658
2,878
5,541
1,189
1,301
621
597
1,013
1,075
1,280
1,629
1,063
992
1,950
939
1,259
1,416
F-157
—
—
(2,911)
—
—
(919)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
27
—
—
70
62
—
—
—
—
—
—
1,054
1,981
577
4,391
1,330
985
2,001
6,477
5,214
588
2,113
2,173
970
8,468
3,052
3,038
2,479
3,271
5,954
1,363
1,596
962
1,088
1,159
1,856
1,768
2,154
1,555
1,404
1,979
1,696
1,363
1,724
(184)
6/12/2014
2005
(253)
6/12/2014
2010
(239)
6/12/2014
2011
(1,133)
6/12/2014
1963
(368)
6/12/2014
2009
(233)
6/12/2014
2010
(444)
6/12/2014
2011
(1,261)
6/12/2014
1980
(1,183)
6/12/2014
2010
(157)
6/12/2014
2011
(253)
6/12/2014
2012
(438)
6/12/2014
2011
(101)
6/12/2014
1979
(3,452)
6/12/2014
2013
(694)
6/12/2014
2011
(639)
6/12/2014
2012
(430)
6/12/2014
2012
(682)
6/12/2014
2011
(1,318)
6/12/2014
2012
(284)
6/12/2014
1975
(349)
6/16/2014
2014
(152)
6/17/2014
2014
(147)
6/18/2014
2014
(230)
6/20/2014
2014
(303)
6/23/2014
1990
(409)
6/23/2014
1996
(477)
6/24/2014
1996
(246)
6/24/2014
2014
(219)
6/25/2014
2014
(396)
6/25/2014
1930
(263)
6/25/2014
2012
(290)
6/25/2014
1963
(359)
6/25/2014
2012
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Fun Town RV
Cleburne
Select Energy Services
Odessa
Weir
Williston
Pro Oil & Gas Services,
LLC
Cuero
Gravity Oilfield
Services
Levelland
Select Energy Services
Chireno
Willbros
Tulsa
Forum Energy
Technologies
Gainesville
Fun Town RV
Cleburne
Fun Town RV
Cleburne
Select Energy Services
Cleburne
1888 Industrial
Services
Gravity Oilfield
Services
Forum Energy
Technologies
Midland
Big Springs
Guthrie
Ingram Micro
Amherst
FedEx
Sedgwick Claims
Mgmt Services
Tempe
Dublin
Tractor Supply
Millbury
Cash Wise
Tioga
Schneider Electric
Foxboro
Dollar Tree/Family
Dollar
Lovington
Rockwell Collins
Sterling
Dollar Tree/Family
Dollar
Charlotte
Dollar General
Minonk
Iron Mountain
Mohnton
Mattress Firm
Painesville
Beall's
Lakeland
Dollar Tree/Family
Dollar
Grove Hill
Cactus Wellhead
Williston
Superior Energy
Services
Gainesville
Dollar General
Andalusia
Red Lobster
Birmingham
Red Lobster
Chandler
TX
TX
ND
TX
TX
TX
OK
TX
TX
TX
TX
TX
TX
OK
NY
AZ
OH
MA
ND
MA
NM
VA
NC
IL
PA
OH
FL
AL
ND
TX
AL
AL
AZ
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
476
460
273
127
42
388
2,239
123
262
70
154
508
426
393
4,107
2,914
945
806
1,065
11,784
54
547
1,998
6,232
982
1,887
5,470
6,375
6,019
369
—
2,333
815
599
1,305
20,347
12,300
8,520
3,094
4,581
—
722
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
1,023
2,458
6,505
1,109
1,929
5,858
8,614
6,142
631
70
2,487
1,324
1,025
1,698
(143)
6/25/2014
2007
(536)
6/25/2014
1982
(1,451)
6/25/2014
2012
(233)
6/25/2014
2014
(541)
6/25/2014
1997
(1,292)
6/25/2014
2011
(1,419)
6/25/2014
1982
(1,465)
6/25/2014
2008
(100)
6/25/2014
2008
—
6/25/2014
2009
(563)
6/25/2014
2008
(221)
6/25/2014
2012
(180)
6/25/2014
2012
(325)
6/25/2014
1979
24,454
(6,260)
6/25/2014
1986
163
15,377
(3,316)
6/25/2014
2004
—
—
—
9,465
3,900
5,646
(2,219)
6/26/2014
1997
(754)
6/26/2014
2013
(1,076)
6/26/2014
2014
27,888
39,672
(6,261)
6/27/2014
1965
—
776
(162)
6/30/2014
2014
4,285
29,802
6,288
40,375
(7,637)
6/30/2014
2011
490
56
197
437
2,033
144
72
284
317
—
—
1,066
1,034
6,152
1,318
4,809
741
3,735
10,475
914
741
252
F-158
—
—
—
—
1
—
—
3
9
—
—
1,556
1,090
6,349
1,755
6,843
885
3,807
(235)
7/2/2014
2014
(234)
7/2/2014
2014
(1,585)
7/2/2014
1979
(344)
7/10/2014
2014
(1,352)
7/16/2014
2006
(165)
7/24/2014
2013
(839)
7/24/2014
2011
10,762
(8,410)
7/24/2014
1982
1,240
(136)
7/24/2014
2014
741
252
(209)
7/28/2014
1972
(188)
7/28/2014
2000
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Red Lobster
Gilbert
Red Lobster
Surprise
Red Lobster
Tucson
Red Lobster
Bakersfield
Red Lobster
Chula Vista
Red Lobster
Inglewood
Red Lobster
Oceanside
Red Lobster
San Bruno
Red Lobster
San Diego
Red Lobster
Red Lobster
Valencia
Colorado
Springs
Red Lobster
Bridgeport
Red Lobster
Danbury
Red Lobster
Newark
AZ
AZ
AZ
CA
CA
CA
CA
CA
CA
CA
CO
CT
CT
DE
Red Lobster
Boynton Beach
FL
Red Lobster
Hollywood
Red Lobster
Kissimmee
Red Lobster
Miami
Red Lobster
Panama City
Red Lobster
Austell
Red Lobster
Tucker
Red Lobster
Cedar Rapids
Red Lobster
Boise
Red Lobster
Red Lobster
Pocatello
Fairview
Heights
Red Lobster
Forsyth
Red Lobster
Norridge
Red Lobster
Schaumburg
Red Lobster
Avon
FL
FL
FL
FL
GA
GA
IA
ID
ID
IL
IL
IL
IL
IN
Red Lobster
Lexington
KY
Red Lobster
Baton Rouge
LA
Red Lobster
Annapolis
Red Lobster
Frederick
MD
MD
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
460
565
676
731
1,671
2,211
1,529
1,611
1,113
841
1,512
323
159
1,515
1,631
2,282
1,364
1,062
1,515
1,092
1,718
495
714
773
1,806
1,083
929
665
864
1,094
1,535
644
319
F-159
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
460
565
676
731
1,671
2,211
1,529
1,611
1,113
841
1,512
323
159
1,515
1,631
2,282
1,364
1,062
1,515
1,092
1,718
495
714
773
1,806
1,083
929
665
864
1,094
1,535
644
319
(243)
7/28/2014
2007
(277)
7/28/2014
2003
(277)
7/28/2014
2009
(319)
7/28/2014
2003
(431)
7/28/2014
1988
(647)
7/28/2014
2007
(411)
7/28/2014
2010
(575)
7/28/2014
1992
(656)
7/28/2014
1988
(465)
7/28/2014
1988
(412)
7/28/2014
2004
(201)
7/28/2014
1996
(140)
7/28/2014
1996
(509)
7/28/2014
2006
(491)
7/28/2014
2008
(714)
7/28/2014
2003
(524)
7/28/2014
2002
(473)
7/28/2014
2003
(461)
7/28/2014
1976
(354)
7/28/2014
2001
(527)
7/28/2014
1973
(291)
7/28/2014
1981
(309)
7/28/2014
1988
(477)
7/28/2014
1994
(542)
7/28/2014
1972
(389)
7/28/2014
1975
(544)
7/28/2014
1979
(271)
7/28/2014
1976
(382)
7/28/2014
2001
(372)
7/28/2014
2011
(460)
7/28/2014
2011
(222)
7/28/2014
1985
(214)
7/28/2014
1997
Property
City
State
Red Lobster
Lanham
MD
Red Lobster
Owings Mills
MD
Red Lobster
Lansing
Red Lobster
Rochester
MI
MN
Red Lobster
Chesterfield
MO
Red Lobster
St. Peters
Red Lobster
Springfield
Red Lobster
Meridian
Red Lobster
Concord
Red Lobster
Lincoln
Red Lobster
Cherry Hill
Red Lobster
Deptford
Red Lobster
Vineland
Red Lobster
Clovis
Red Lobster
Brooklyn
Red Lobster
Hicksville
MO
MO
MS
NC
NE
NJ
NJ
NJ
NM
NY
NY
Red Lobster
Ronkonkoma
NY
Red Lobster
Valley Stream
NY
Red Lobster
Yonkers
Red Lobster
Akron
Red Lobster
Columbus
Red Lobster
Dublin
Red Lobster
Niles
NY
OH
OH
OH
OH
Red Lobster
North Olmsted
OH
Red Lobster
St. Clairsville
OH
Red Lobster
Bartonsville
Red Lobster
Lancaster
Red Lobster
Philadelphia
Red Lobster
Pittsburgh
Red Lobster
Pottstown
Red Lobster
Scranton
Red Lobster
State College
Red Lobster
Washington
PA
PA
PA
PA
PA
PA
PA
PA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
455
229
1,534
1,674
1,762
1,543
1,510
872
1,506
254
2,274
1,608
1,779
318
5,897
870
1,109
1,417
894
1,398
1,100
873
1,799
2,291
853
2,389
2,968
1,902
1,379
1,115
1,563
1,026
694
F-160
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
455
229
1,534
1,674
1,762
1,543
1,510
872
1,506
254
2,274
1,608
1,779
318
5,897
870
1,109
1,417
894
1,398
1,100
873
1,799
2,291
853
2,389
2,968
1,902
1,379
1,115
1,563
1,026
694
(238)
7/28/2014
1980
(146)
7/28/2014
1989
(470)
7/28/2014
1976
(437)
7/28/2014
1987
(593)
7/28/2014
1973
(745)
7/28/2014
1976
(714)
7/28/2014
1972
(313)
7/28/2014
1996
(554)
7/28/2014
2002
(134)
7/28/2014
1977
(812)
7/28/2014
1984
(604)
7/28/2014
1991
(492)
7/28/2014
1995
(186)
7/28/2014
1995
(1,865)
7/28/2014
2003
(332)
7/28/2014
1982
(409)
7/28/2014
2005
(552)
7/28/2014
1983
(335)
7/28/2014
2012
(505)
7/28/2014
1981
(435)
7/28/2014
2002
(300)
7/28/2014
1990
(561)
7/28/2014
1982
(628)
7/28/2014
1974
(458)
7/28/2014
1997
(646)
7/28/2014
2010
(703)
7/28/2014
1977
(469)
7/28/2014
1977
(514)
7/28/2014
1976
(649)
7/28/2014
1995
(627)
7/28/2014
2001
(522)
7/28/2014
1999
(241)
7/28/2014
1976
Property
City
State
Red Lobster
Whitehall
Red Lobster
Columbia
Red Lobster
Myrtle Beach
Red Lobster
Spartanburg
Red Lobster
Sevierville
Red Lobster
Burleson
PA
SC
SC
SC
TN
TX
Red Lobster
College Station
TX
Red Lobster
Conroe
Red Lobster
El Paso
Red Lobster
El Paso
Red Lobster
Fort Worth
Red Lobster
Houston
Red Lobster
Humble
Red Lobster
Laredo
Red Lobster
San Antonio
Red Lobster
Sugar Land
TX
TX
TX
TX
TX
TX
TX
TX
TX
Red Lobster
Charlottesville
VA
Red Lobster
Midlothian
Red Lobster
Sterling
Red Lobster
Winchester
Red Lobster
Olympia
Red Lobster
Spokane
VA
VA
VA
WA
WA
Red Lobster
Charleston
WV
Red Lobster
Dothan
AL
Red Lobster
Vestavia Hills
AL
Red Lobster
Pine Bluff
Red Lobster
Decatur
Red Lobster
Savannah
Red Lobster
Davenport
Red Lobster
Jackson
Red Lobster
Warren
Red Lobster
Roseville
Red Lobster
Crestwood
AR
GA
GA
IA
MI
MI
MN
MO
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
726
1,257
226
1,102
475
619
235
349
1,291
518
2,155
918
462
1,136
1,062
356
643
557
414
883
239
399
1,087
819
963
708
1,021
655
646
357
596
1,427
1,100
1,244
1,417
1,194
1,873
2,236
2,896
2,174
2,656
1,298
1,466
F-161
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,155
(833)
7/28/2014
1977
918
462
1,136
1,062
356
643
557
414
883
239
399
(324)
7/28/2014
1980
(254)
7/28/2014
2006
(319)
7/28/2014
1973
(438)
7/28/2014
2002
(218)
7/28/2014
2003
(236)
7/28/2014
1983
(263)
7/28/2014
2011
(249)
7/28/2014
1976
(318)
7/28/2014
2008
(139)
7/28/2014
1982
(242)
7/28/2014
1974
1,087
(349)
7/28/2014
1980
819
963
708
(355)
7/28/2014
2003
(262)
7/28/2014
1974
(242)
7/28/2014
1981
1,021
(308)
7/28/2014
1986
655
646
357
596
1,427
1,100
1,970
2,674
1,420
2,975
2,711
3,515
2,409
3,005
2,589
1,984
(317)
7/28/2014
2003
(311)
7/28/2014
2001
(213)
7/28/2014
2006
(362)
7/28/2014
1995
(441)
7/28/2014
2009
(439)
7/28/2014
2003
(258)
7/28/2014
1979
(246)
7/28/2014
1972
(297)
7/28/2014
1995
(312)
7/28/2014
1973
(362)
7/28/2014
1971
(469)
7/28/2014
1975
(373)
7/28/2014
1976
(434)
7/28/2014
1975
(223)
7/28/2014
1975
(265)
7/28/2014
1975
Property
City
State
Red Lobster
Jefferson City
MO
Red Lobster
Bismarck
Red Lobster
Kearney
ND
NE
Red Lobster
Mechanicsburg
PA
Red Lobster
Layton
Red Lobster
Montgomery
Red Lobster
Palm Desert
Red Lobster
Riverside
Red Lobster
Fort Pierce
UT
AL
CA
CA
FL
Red Lobster
Pembroke Pines
FL
Red Lobster
Plantation
Red Lobster
Sebring
FL
FL
Red Lobster
Winter Haven
FL
Red Lobster
Athens
Red Lobster
Dalton
GA
GA
Red Lobster
Douglasville
GA
Red Lobster
Gurnee
Red Lobster
Marion
Red Lobster
Oak Lawn
Red Lobster
Peru
Red Lobster
Anderson
Red Lobster
Mishawaka
IL
IL
IL
IL
IN
IN
Red Lobster
Owensboro
KY
Red Lobster
St. Matthews
KY
Red Lobster
Suitland
MD
Red Lobster
Dearborn
Heights
Red Lobster
Livonia
Red Lobster
Mt. Pleasant
Red Lobster
Portage
Red Lobster
Southgate
Red Lobster
Mankato
Red Lobster
St. Joseph
Red Lobster
Asheville
MI
MI
MI
MI
MI
MN
MO
NC
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
593
831
678
676
1,577
1,034
1,132
914
618
479
1,975
1,003
1,055
669
775
1,356
1,735
399
1,825
339
813
593
815
1,640
1,090
822
635
508
396
611
867
1,023
544
1,092
3,321
1,109
2,656
1,333
1,413
1,321
2,459
1,491
3,126
1,733
1,487
2,217
2,027
2,045
1,161
2,286
2,399
2,316
1,169
1,272
2,205
1,485
1,841
3,112
2,156
1,824
1,346
2,496
2,531
1,642
1,002
2,865
F-162
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,685
4,152
1,787
3,332
2,910
2,447
2,453
3,373
2,109
3,605
3,708
2,490
3,272
2,696
2,820
2,517
4,021
2,798
4,141
1,508
2,085
2,798
2,300
3,481
4,202
2,978
2,459
1,854
2,892
3,142
2,509
2,025
3,409
(233)
7/28/2014
1995
(528)
7/28/2014
1990
(281)
7/28/2014
1996
(435)
7/28/2014
1976
(317)
7/28/2014
1993
(286)
7/28/2014
1983
(325)
7/28/2014
2012
(408)
7/28/2014
1988
(335)
7/28/2014
1995
(536)
7/28/2014
1987
(351)
7/28/2014
1989
(302)
7/28/2014
1992
(344)
7/28/2014
1972
(322)
7/28/2014
1971
(375)
7/28/2014
1995
(265)
7/28/2014
1991
(385)
7/28/2014
1980
(450)
7/28/2014
1992
(376)
7/28/2014
1975
(277)
7/28/2014
1995
(256)
7/28/2014
1982
(370)
7/28/2014
1974
(298)
7/28/2014
1982
(311)
7/28/2014
1972
(484)
7/28/2014
1975
(367)
7/28/2014
1975
(356)
7/28/2014
1987
(308)
7/28/2014
1993
(410)
7/28/2014
1975
(465)
7/28/2014
1990
(352)
7/28/2014
1993
(212)
7/28/2014
1979
(471)
7/28/2014
1980
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Red Lobster
Fayetteville
Red Lobster
Greensboro
Red Lobster
Raleigh
Red Lobster
Fargo
Red Lobster
Liverpool
NC
NC
NC
ND
NY
Red Lobster
Beavercreek
OH
Red Lobster
Lima
OH
Red Lobster
Oklahoma City
OK
Red Lobster
Shawnee
OK
Red Lobster
Florence
Red Lobster
Clarksville
Red Lobster
Jackson
Red Lobster
Amarillo
Red Lobster
Denton
Red Lobster
Killeen
Red Lobster
Lewisville
Red Lobster
McAllen
SC
TN
TN
TX
TX
TX
TX
TX
Red Lobster
Harrisonburg
VA
Red Lobster
Mt. Pleasant
WI
Red Lobster
Huntington
WV
Red Lobster
Cheyenne
WY
Red Lobster
Ashwaubenon
WI
Red Lobster
Huntsville
AL
Red Lobster
Orland Park
Red Lobster
West Dundee
Red Lobster
Terre Haute
Red Lobster
Monroe
Red Lobster
Flint
Red Lobster
Saginaw
Red Lobster
Traverse City
Red Lobster
Du Bois
Red Lobster
Sumter
Red Lobster
Aurora
IL
IL
IN
LA
MI
MI
MI
PA
SC
IL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
675
1,372
946
888
900
551
843
610
437
779
543
822
590
832
732
1,087
960
465
856
344
1,514
1,270
1,098
1,046
197
1,066
455
505
335
1,036
317
988
1,598
2,908
1,785
2,183
2,933
2,088
2,334
658
2,681
1,744
1,506
2,223
1,427
2,342
2,044
1,935
1,626
1,647
1,369
1,773
2,552
640
1,116
2,330
2,489
2,195
2,640
2,022
2,266
1,961
1,121
981
1,117
782
F-163
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(106)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,583
3,157
3,129
3,821
2,988
2,885
1,501
3,291
2,181
2,285
2,766
2,249
2,932
2,876
2,667
2,607
2,607
1,834
2,629
2,896
2,154
2,386
3,428
3,535
2,392
3,706
2,477
2,771
2,296
2,157
1,298
2,105
2,380
(433)
7/28/2014
1978
(310)
7/28/2014
1972
(349)
7/28/2014
1983
(485)
7/28/2014
1981
(366)
7/28/2014
1975
(439)
7/28/2014
1994
(210)
7/28/2014
1991
(429)
7/28/2014
1980
(334)
7/28/2014
1995
(319)
7/28/2014
1990
(391)
7/28/2014
1990
(325)
7/28/2014
1995
(385)
7/28/2014
1976
(403)
7/28/2014
1991
(372)
7/28/2014
1991
(279)
7/28/2014
1973
(377)
7/28/2014
2010
(321)
7/28/2014
1993
(409)
7/28/2014
2012
(459)
7/28/2014
1985
(123)
7/28/2014
1992
(231)
7/28/2014
1975
(388)
7/28/2014
1975
(419)
7/28/2014
1980
(376)
7/28/2014
1982
(429)
7/28/2014
1972
(389)
7/28/2014
1991
(391)
7/28/2014
1976
(344)
7/28/2014
1975
(286)
7/28/2014
1996
(253)
7/28/2014
1995
(283)
7/28/2014
1995
(177)
7/28/2014
1979
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Red Lobster
Matteson
Red Lobster
Springfield
Red Lobster
Vestal
Red Lobster
Cincinnati
Red Lobster
Lancaster
IL
IL
NY
OH
OH
Red Lobster
Youngstown
OH
Red Lobster
Chattanooga
Red Lobster
Longview
Red Lobster
Novi
TN
TX
MI
Red Lobster
Cuyahoga Falls
OH
Red Lobster
Muskogee
Red Lobster
Casper
Red Lobster
Buford
Red Lobster
Kennesaw
Red Lobster
Chicago
Red Lobster
Evansville
Red Lobster
Richmond
Red Lobster
Canton
Red Lobster
Mansfield
Red Lobster
Rochester
Red Lobster
Columbus
Red Lobster
Springfield
Red Lobster
Pittsburgh
Bahama Breeze
Pittsburgh
Olive Garden
Pittsburgh
Smokey Bones
Pittsburgh
Olive Garden
Silverdale
Red Lobster
Silverdale
Red Lobster
Salisbury
Olive Garden
Salisbury
OK
WY
GA
GA
IL
IN
IN
OH
OH
NY
OH
PA
PA
PA
PA
PA
WA
WA
MD
MD
Red Lobster
Port Charlotte
FL
Olive Garden
Port Charlotte
FL
Red Lobster
Oklahoma City
OK
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
962
1,205
1,027
1,484
737
214
1,548
324
2,061
306
399
1,014
1,315
1,382
1,064
587
371
398
335
756
787
1,571
1,641
1,590
1,560
1,490
1,752
1,661
1,070
1,171
1,476
1,454
800
2,212
1,253
2,255
1,687
1,570
2,477
2,575
2,625
1,847
2,511
1,707
1,337
2,638
1,802
2,422
3,357
1,416
2,596
1,697
2,122
2,123
2,344
1,096
1,753
1,422
390
2,015
501
1,868
3,144
1,516
4,156
1,960
F-164
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,174
2,458
3,282
3,171
2,307
2,691
4,123
2,949
3,908
2,817
2,106
2,351
3,953
3,184
3,486
3,944
1,787
2,994
2,032
2,878
2,910
3,915
2,737
3,343
2,982
1,880
3,767
2,162
2,938
4,315
2,992
5,610
2,760
(360)
7/28/2014
1976
(259)
7/28/2014
1977
(387)
7/28/2014
1976
(280)
7/28/2014
1977
(313)
7/28/2014
1991
(416)
7/28/2014
1982
(387)
7/28/2014
1972
(441)
7/28/2014
1981
(352)
7/28/2014
1983
(397)
7/28/2014
1974
(356)
7/28/2014
1995
(352)
7/28/2014
2011
(488)
7/28/2014
2000
(338)
7/28/2014
1987
(404)
7/28/2014
1980
(534)
7/28/2014
1972
(322)
7/28/2014
1996
(408)
7/28/2014
1974
(297)
7/28/2014
1977
(412)
7/28/2014
1985
(347)
7/28/2014
1973
(437)
7/28/2014
1983
(223)
7/28/2014
1987
(336)
7/28/2014
2004
(278)
7/28/2014
2003
(168)
7/28/2014
2000
(320)
7/28/2014
1993
(190)
7/28/2014
1993
(381)
7/28/2014
1992
(472)
7/28/2014
1995
(319)
7/28/2014
1990
(605)
7/28/2014
1990
(362)
7/28/2014
1991
Property
City
State
Olive Garden
Oklahoma City
OK
Red Lobster
Morgantown
WV
Olive Garden
Morgantown
WV
Red Lobster
Manassas
Olive Garden
Manassas
Red Lobster
Leesburg
Olive Garden
Leesburg
Red Lobster
Langhorne
Olive Garden
Langhorne
Red Lobster
Houston
Olive Garden
Houston
Red Lobster
Flagstaff
Olive Garden
Flagstaff
Red Lobster
Chesapeake
Olive Garden
Chesapeake
Red Lobster
Olive Garden
Red Lobster
Olive Garden
Cary
Cary
Altamonte
Springs
Altamonte
Springs
Red Lobster
Memphis
Bahama Breeze
Memphis
Red Lobster
Jackson
Dollar General
Galatia
Dollar Tree/Family
Dollar
Marion
VA
VA
FL
FL
PA
PA
TX
TX
AZ
AZ
VA
VA
NC
NC
FL
FL
TN
TN
MS
IL
AL
Red Lobster
Branson
MO
Red Lobster
Mentor
Red Lobster
Sandusky
Red Lobster
Abilene
Dollar General
Rensselaer
Dollar General
Medaryville
Dollar General
Park Forest
Dollar Tree/Family
Dollar
Blackhawk
Dollar General
Bronson
OH
OH
TX
IN
IN
IL
SD
MI
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
819
1,252
1,765
1,800
1,965
721
692
979
970
960
973
891
875
1,262
1,382
1,933
1,545
1,212
699
1,602
2,370
1,128
87
247
1,496
651
1,290
209
111
96
390
115
97
4,053
1,477
2,199
941
2,585
1,262
1,837
2,735
3,717
1,833
2,902
514
455
1,374
2,252
1,118
6,603
1,674
4,023
2,290
1,313
2,851
1,008
780
1,074
2,129
1,126
1,976
957
914
1,036
585
436
F-165
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,872
2,729
3,964
2,741
4,550
1,983
2,529
3,714
4,687
2,793
3,875
1,405
1,330
2,636
3,634
3,051
8,148
2,886
4,722
3,892
3,683
3,979
1,095
1,027
2,570
2,780
2,416
2,185
1,068
1,010
1,426
700
533
(594)
7/28/2014
1991
(342)
7/28/2014
2009
(432)
7/28/2014
2006
(236)
7/28/2014
1993
(395)
7/28/2014
1993
(290)
7/28/2014
1990
(289)
7/28/2014
1990
(506)
7/28/2014
1996
(544)
7/28/2014
1996
(323)
7/28/2014
1981
(437)
7/28/2014
1994
(211)
7/28/2014
1996
(95)
7/28/2014
1996
(270)
7/28/2014
1992
(351)
7/28/2014
1991
(276)
7/28/2014
1992
(942)
7/28/2014
1992
(325)
7/28/2014
1986
(670)
7/28/2014
2006
(370)
7/28/2014
1972
(219)
7/28/2014
1998
(472)
7/28/2014
1977
(221)
7/29/2014
2014
(176)
7/30/2014
2014
(201)
7/30/2014
2000
(361)
7/30/2014
1977
(248)
7/30/2014
1986
(346)
7/30/2014
1980
(240)
7/30/2014
2014
(334)
7/31/2014
2014
(219)
8/1/2014
2013
(139)
8/6/2014
2006
(257)
8/6/2014
1965
Property
City
State
Dollar Tree/Family
Dollar
Winter Haven
FL
Dollar General
Headland
Dollar General
Shiloh
AL
GA
Dollar Tree/Family
Dollar
Jeffersonville
GA
DJO Global
Mattress Firm
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Vista
Flint
Clearwater
Zellwood
ifm efector
Malvern
CA
MI
FL
FL
PA
OH
MS
TX
TN
NC
TX
MI
AZ
OH
FL
Cortland
Pearl
Donna
Lexington
Liberty
Ore City
Detroit
Phoenix
Hamilton
Mulberry
Bowling Green
KY
Seadrift
Pensacola
Auburndale
Richland
El Dorado
Sonora
Acworth
Avondale
Monroe
Wirtz
Canton
Lancaster
Ash Fork
TX
FL
FL
GA
AR
TX
GA
LA
MI
VA
MS
SC
AZ
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
534
387
150
153
942
1,091
743
926
3,732
16,868
467
425
272
1,816
188
342
194
323
243
27
110
303
131
131
334
51
69
314
125
151
49
489
381
243
148
210
249
123
1,323
1,006
1,005
—
963
1,001
855
838
802
744
1,051
712
1,215
1,156
951
832
1,085
951
859
806
548
901
1,255
1,061
919
1,142
725
1,015
F-166
—
—
—
—
—
—
—
—
1,476
1,478
893
1,079
(144)
8/8/2014
2014
(266)
8/13/2014
2014
(268)
8/13/2014
2014
(206)
8/15/2014
2014
20,600
(12,645)
8/15/2014
2006
1,790
1,431
1,277
(325)
8/19/2014
2014
(219)
8/22/2014
2014
(220)
8/22/2014
2014
9,747
11,563
(1,523)
8/27/2014
2014
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,151
1,343
1,049
1,161
1,045
771
1,161
1,015
1,346
1,287
1,285
883
1,154
1,265
984
957
597
1,390
1,636
1,304
1,067
1,352
974
1,138
(220)
8/28/2014
2013
(223)
8/28/2014
2013
(197)
8/28/2014
2013
(191)
8/28/2014
2013
(182)
8/28/2014
2013
(170)
8/28/2014
2013
(247)
8/28/2014
2005
(185)
8/28/2014
2004
(266)
8/28/2014
2013
(256)
8/28/2014
2013
(213)
8/28/2014
2013
(188)
8/28/2014
2013
(237)
8/28/2014
2013
(213)
8/28/2014
2013
(195)
8/28/2014
2014
(212)
8/28/2014
1988
(151)
8/28/2014
2001
(206)
8/28/2014
2013
(281)
8/28/2014
2013
(240)
8/28/2014
2013
(208)
8/28/2014
2013
(256)
8/28/2014
2013
(168)
8/28/2014
2013
(228)
8/28/2014
2013
Property
City
State
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Orlando
FL
Golden Valley
AZ
Woodruff
Blooming
Grove
Marietta
SC
TX
GA
DNU
Beverly Hills
FL
Phoenix
AZ
Oklahoma City
OK
Philadelphia
MS
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Hiddenite
Rockholds
Natchez
Nashville
Durant
Westwego
Lindale
Macon
McAllen
Bunnell
Mitchell
Carlisle
Piney Flats
Dayton
Ocala
Drew
Orlando
Dollar Tree/Family
Dollar
Canal
Winchester
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Hickory
Burlington
Alton
Refugio
Fountain
Duncan
NC
KY
MS
TN
OK
LA
GA
GA
TX
FL
IN
KY
TN
OH
FL
MS
FL
OH
NC
NC
TX
TX
FL
AZ
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
349
110
229
70
582
409
416
390
53
221
121
289
334
164
332
227
300
445
188
101
157
200
107
108
11
291
218
215
291
134
110
202
98
1,294
772
1,125
753
1,126
965
1,229
990
897
832
988
749
1,275
1,223
1,052
966
893
896
936
1,119
871
953
899
816
1,039
1,286
1,116
785
694
908
982
825
895
F-167
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,643
882
1,354
823
1,708
1,374
1,645
1,380
950
1,053
1,109
1,038
1,609
1,387
1,384
1,193
1,193
1,341
1,124
1,220
1,028
1,153
1,006
924
1,050
1,577
1,334
1,000
985
1,042
1,092
1,027
993
(283)
8/28/2014
2014
(204)
8/28/2014
2001
(248)
8/28/2014
2010
(173)
8/28/2014
2014
(252)
8/28/2014
2013
(218)
8/28/2014
2013
(270)
8/28/2014
2013
(224)
8/28/2014
2013
(205)
8/28/2014
2014
(190)
8/28/2014
2013
(228)
8/28/2014
2014
(223)
8/28/2014
1982
(312)
8/28/2014
1976
(287)
8/28/2014
2000
(241)
8/28/2014
2013
(220)
8/28/2014
2014
(203)
8/28/2014
2013
(202)
8/28/2014
2013
(214)
8/28/2014
2013
(258)
8/28/2014
2014
(200)
8/28/2014
2014
(216)
8/28/2014
2014
(258)
8/28/2014
1940
(194)
8/28/2014
2005
(276)
8/28/2014
1989
(281)
8/28/2014
2013
(248)
8/28/2014
2012
(179)
8/28/2014
2014
(159)
8/28/2014
2012
(204)
8/28/2014
2013
(219)
8/28/2014
2013
(188)
8/28/2014
2014
(201)
8/28/2014
2013
Property
City
State
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Alma
Wichita
Millbrook
La Pryor
GA
KS
AL
TX
DNU
Boiling Springs
NC
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Asheboro
NC
Montgomery
AL
Citra
Sabinal
Dayton
Cincinnati
FL
TX
OH
OH
AL
AL
DNU
Huntsville
Dollar Tree/Family
Dollar
Hoover
Take 5 Oil Change
N. Barberton
OH
Take 5 Oil Change
Akron
Take 5 Oil Change
Akron
OH
OH
Take 5 Oil Change
Fairview Park
OH
Take 5 Oil Change
Mayfield
Heights
OH
Take 5 Oil Change
Bedford Heights
OH
Take 5 Oil Change
Painesville
Take 5 Oil Change
Westlake
Take 5 Oil Change
Parma
Take 5 Oil Change
Parma
Take 5 Oil Change
Lakewood
Take 5 Oil Change
Akron
Take 5 Oil Change
Cleveland
Take 5 Oil Change
Seven Hills
Take 5 Oil Change
Solon
Take 5 Oil Change
Medina
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
Take 5 Oil Change
South Euclid
OH
Take 5 Oil Change
Stow
OH
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(5)
—
—
1,033
1,251
1,368
891
1,089
1,183
1,065
1,085
987
747
1,276
1,568
1,521
642
366
896
384
631
685
484
610
514
808
970
(213)
8/28/2014
1982
(229)
8/28/2014
2013
(236)
8/28/2014
2013
(185)
8/28/2014
2013
(169)
8/28/2014
2013
(216)
8/28/2014
2014
(191)
8/28/2014
2013
(231)
8/28/2014
2013
(212)
8/28/2014
2013
(164)
8/28/2014
2002
(254)
8/28/2014
2001
(238)
8/29/2014
2014
(262)
8/29/2014
2014
(120)
9/2/2014
1998
(69)
9/2/2014
1988
(189)
9/2/2014
1995
(65)
9/2/2014
1988
(112)
9/2/2014
1988
(140)
9/2/2014
1986
(67)
9/2/2014
1988
(117)
9/2/2014
1999
(91)
9/2/2014
1986
(135)
9/2/2014
1986
(190)
9/2/2014
1993
1,248
(253)
9/2/2014
1992
686
383
720
544
670
362
(136)
9/2/2014
1988
(61)
9/2/2014
1987
(123)
9/2/2014
1992
(110)
9/2/2014
1995
(126)
9/2/2014
1986
(45)
9/2/2014
1988
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
79
216
316
74
322
251
218
47
35
129
221
476
368
140
79
135
205
201
156
276
85
124
306
205
205
127
182
233
135
109
230
954
1,035
1,052
817
767
932
847
1,038
952
618
1,055
1,092
1,153
502
287
761
179
430
529
208
525
390
502
765
1,043
559
201
487
414
561
132
F-168
Property
City
State
Take 5 Oil Change
Willoughby
OH
Dollar Tree/Family
Dollar
St. Matthews
SC
Archrock
Fort Worth
FedEx
Marcy
Dollar General
Schneider
Dollar Tree/Family
Dollar
Parkton
Dollar General
Bainbridge
AT&T
Schaumburg
Keane Frac
Pleasanton
Dollar Tree/Family
Dollar
Riverdale
Dollar General
Cullman
Circle K
Thomson
Circle K
Martinez
TX
NY
IN
NC
IN
IL
TX
GA
AL
GA
GA
Ashley Furniture
HomeStore
Jeffersontown
KY
Sunbelt Rentals
Memphis
Dollar General
Bremen
Dollar Tree/Family
Dollar
Manning
Owens & Minor
Cleveland
Dollar Tree/Family
Dollar
Anaconda
TN
AL
SC
OH
MT
DaVita Dialysis
New Orleans
LA
Kum & Go
Muskogee
OK
Mattress Firm
Flint
Dollar Tree/Family
Dollar
Weatherford
Dollar Tree/Family
Dollar
Parker
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
New Britain
Keota
Anthony
Kansas CIty
Advance Auto Parts
Brooklyn
SCP Distributors
Knoxville
SCP Distributors
North Little
Rock
MI
TX
SD
CT
OK
FL
KS
CT
TN
AR
Dollar General
Oceana
WV
Dollar Tree/Family
Dollar
Fayetteville
GA
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
168
175
1,360
339
124
164
131
2,364
328
310
221
637
293
1,966
365
59
313
755
164
511
97
409
218
117
484
279
242
290
324
251
258
317
217
425
828
5,704
5,795
1,010
894
765
9,305
4,804
1,188
861
340
329
2,368
929
1,017
960
6,077
1,058
2,237
973
1,164
1,057
828
1,280
872
1,037
1,170
1,429
900
1,665
1,023
1,203
F-169
—
—
—
—
—
—
—
593
1,003
7,064
6,134
1,134
1,058
896
(104)
9/2/2014
1986
(187)
9/3/2014
2014
(1,404)
9/5/2014
2011
(2,363)
9/5/2014
2006
(225)
9/17/2014
2014
(199)
9/19/2014
2014
(174)
9/22/2014
2010
775
12,444
(2,901)
9/24/2014
1989
(2,858)
—
—
—
—
—
128
—
—
(4)
—
—
—
—
(5)
1
26
—
—
(5)
—
191
(9)
—
—
2,274
1,498
1,082
977
622
4,334
1,422
1,076
1,273
6,828
1,222
2,748
1,070
1,573
1,270
946
1,790
1,151
1,279
1,455
1,753
1,342
1,914
1,340
1,420
(343)
9/25/2014
2014
(258)
9/26/2014
2014
(200)
9/26/2014
2014
(104)
9/26/2014
1990
(97)
9/26/2014
1993
(710)
9/26/2014
1970
(275)
9/26/2014
1995
(259)
9/29/2014
2014
(215)
9/30/2014
2014
(1,547)
9/30/2014
2014
(251)
9/30/2014
2014
(474)
9/30/2014
2010
(255)
9/30/2014
1999
(253)
10/3/2014
2014
(258)
10/10/2014
2014
(213)
10/10/2014
2014
(281)
10/14/2014
2013
(195)
10/16/2014
2014
(245)
10/30/2014
2014
(258)
11/6/2014
2014
(297)
11/7/2014
2006
(247)
11/20/2014
1970
(372)
11/20/2014
2006
(235)
11/20/2014
2014
(255)
11/20/2014
2014
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Lancaster
NH
Kansas CIty
KS
Cloudcroft
NM
Omaha
Omaha
Lake Alfred
Stratford
Dollar Tree/Family
Dollar
Ennis
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Huntsville
Columbia
Waterflow
Broaddus
Springer
Arlington
North
El Reno
Carrizozo
Whitehall
Wolcott
Tyndall
Wilmington
Lemmon
FedEx
Rapid City
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
McLaughlin
Oklahoma City
OK
Dollar Tree/Family
Dollar
Belen
Dollar Tree/Family
Dollar
Mesquite
Dollar Tree/Family
Dollar
Logan
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Mesquite
Poteau
Fort Worth
Mesquite
Velarde
NM
NE
NE
FL
NJ
MT
AL
SC
NM
TX
NM
TX
SC
OK
NM
MT
NY
SD
DE
SD
SD
SD
NM
TX
NM
TX
OK
TX
TX
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
456
352
184
141
196
484
378
246
628
489
175
75
106
425
193
225
250
132
197
72
540
140
305
35
403
350
426
80
1,460
310
276
1,414
183
1,294
1,026
1,344
1,159
1,334
1,006
1,511
—
924
943
—
—
—
—
979
—
—
—
1,193
(2)
(1)
—
4
—
—
(173)
773
—
—
1,294
921
1,198
1,112
—
968
1,113
1,064
—
—
1,072
1,218
—
2,741
—
—
—
—
—
—
—
935
—
—
F-170
—
1,021
4,583
1,093
988
969
1,146
1,147
(183)
925
—
(8)
1,122
1,748
1,377
1,528
1,304
1,530
1,490
1,716
1,019
1,552
1,432
1,469
996
1,304
1,537
1,172
1,193
1,363
1,196
1,390
1,144
1,758
1,161
7,629
1,128
1,391
1,319
1,572
1,227
1,277
1,235
1,211
1,406
1,305
(287)
12/12/2014
2014
(230)
12/18/2014
1995
(312)
12/18/2014
2014
(282)
12/18/2014
2014
(341)
12/19/2014
2014
(189)
12/23/2014
2014
(281)
12/31/2014
2014
(215)
1/8/2015
2014
(193)
1/12/2015
2014
(194)
2/3/2015
2013
(189)
2/5/2015
2014
(205)
2/6/2015
1995
(245)
2/11/2015
2015
(97)
2/13/2015
2017
(203)
2/23/2015
2013
(229)
3/2/2015
1995
(228)
3/6/2015
2014
(293)
3/19/2015
1995
(266)
3/25/2015
2014
(214)
3/31/2015
2015
(252)
4/21/2015
2015
(183)
5/1/2015
2015
(1,693)
5/8/2015
2007
(188)
5/12/2015
2015
(186)
5/15/2015
2015
(214)
5/29/2015
2015
(227)
5/29/2015
2015
(218)
5/29/2015
2015
(213)
7/9/2015
2015
(187)
8/7/2015
2015
(176)
8/21/2015
2015
(212)
9/1/2015
2015
(223)
9/2/2015
2015
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Dollar Tree/Family
Dollar
Geary
Porum
Industry
Arlington
OK
OK
TX
TX
Balch Springs
TX
Raytown
Texhoma
MO
OK
Three Forks
MT
Fort Worth
TX
LA Fitness
Boynton Beach
FL
LA Fitness
Miami
LA Fitness
McKinney
FL
TX
LA Fitness
St. Clair Shores
MI
Floor & Decor
McDonough
GA
At Home
Florence
KY
Academy Sports +
Outdoors
Johnson City
TN
Best Buy
Findlay
Natural Grocers
Gilbert
Natural Grocers
Gilbert
Natural Grocers
Tucson
SuperAmerica
Waite Park
SuperAmerica
St. Cloud
SuperAmerica
St. Cloud
SuperAmerica
Waite Park
SuperAmerica
St. Cloud
SuperAmerica
St. Cloud
SuperAmerica
Sartell
OH
AZ
AZ
AZ
MN
MN
MN
MN
MN
MN
MN
SuperAmerica
Sauk Rapids
MN
SuperAmerica
Pierz
SuperAmerica
St. Cloud
SuperAmerica
Foley
MN
MN
MN
SuperAmerica
Pequot Lakes
MN
LA Fitness
Rowlett
TX
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
167
18
190
300
318
415
150
250
350
1,485
2,730
2,039
2,163
1,859
6,794
1,902
3,313
2,113
2,100
1,571
316
126
330
770
104
582
718
419
67
361
72
158
882
—
—
—
—
—
—
—
—
9,945
8,671
7,787
6,787
7,711
5,968
6,440
—
995
902
1,059
1,208
1,287
911
953
1,015
—
—
—
—
—
—
—
1,049
1,013
1,092
1,359
1,526
1,702
1,061
1,203
1,365
11,430
11,401
9,826
8,950
9,570
(164)
10/14/2015
2015
(197)
11/5/2015
2015
(199)
11/9/2015
2014
(189)
12/4/2015
1995
(210)
12/11/2015
2015
(266)
12/23/2015
2014
(160)
2/24/2016
2015
(179)
3/3/2016
2014
(163)
3/31/2016
2015
(927)
11/22/2016
2005
(833)
11/22/2016
2015
(759)
11/22/2016
2005
(706)
11/22/2016
1982
(725)
12/13/2016
2015
12,762
(1,085)
12/14/2016
1992
8,342
(594)
12/19/2016
2015
37,568
2,750
43,631
(3,079)
2/15/2017
1996
3,211
3,231
3,637
333
151
365
503
136
657
486
753
411
433
276
1,489
7,668
—
—
—
—
—
—
1
—
—
1
—
—
1
—
—
5,324
5,331
5,208
649
277
695
1,274
240
1,239
1,205
1,172
478
795
348
(276)
3/1/2017
2016
(278)
3/1/2017
2016
(355)
3/1/2017
2016
(31)
3/27/2017
1999
(15)
3/27/2017
1968
(36)
3/27/2017
1984
(48)
3/27/2017
1999
(13)
3/27/2017
1922
(66)
3/27/2017
1987
(44)
3/27/2017
2000
(71)
3/27/2017
1997
(39)
3/27/2017
1996
(43)
3/27/2017
1987
(27)
3/27/2017
1984
1,647
(149)
3/27/2017
1983
406
10,613
(663)
4/11/2017
2006
2,539
F-171
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Mister Car Wash
Grand Rapids
MI
Mister Car Wash
Grand Rapids
MI
Mister Car Wash
Grand Rapids
MI
Mister Car Wash
Grand Rapids
MI
Mister Car Wash
Kentwood
Fresh Thyme Farmers
Market
Canton
Take 5 Oil Change
Miamisburg
Take 5 Oil Change
Florence
Take 5 Oil Change
Fort Wright
MI
MI
OH
KY
KY
Take 5 Oil Change
Lawrenceburg
IN
Take 5 Oil Change
Erlanger
Take 5 Oil Change
Moraine
Take 5 Oil Change
Alexandria
Tractor Supply
Buena Vista
Hobby Lobby
Algonquin
Bob Evans
Amherst
Bob Evans
Brunswick
Bob Evans
Cincinnati
Bob Evans
Cincinnati
Bob Evans
East Peoria
Bob Evans
Indianapolis
Bob Evans
Jackson
Bob Evans
Lancaster
Bob Evans
Lima
Bob Evans
Marion
Bob Evans
Medina
Bob Evans
Mentor
KY
OH
KY
CO
IL
OH
OH
OH
OH
IL
IN
MI
OH
OH
OH
OH
OH
Bob Evans
Mount Vernon
OH
Bob Evans
Muskegon
Bob Evans
Newark
Bob Evans
Phoenixville
Bob Evans
Bob Evans
Stow
Troy
MI
DE
PA
OH
OH
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
779
721
458
662
238
1,600
996
938
777
877
1,361
6,976
246
279
179
516
337
415
294
646
998
163
1,147
563
601
717
430
980
626
366
469
496
626
343
550
869
495
418
512
486
896
816
721
1,072
692
677
2,974
4,580
1,557
1,088
1,706
1,529
1,142
708
1,305
1,546
1,631
1,657
1,050
929
1,338
860
810
438
1,416
1,255
F-172
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,379
1,717
1,396
1,439
1,115
8,337
732
1,175
995
1,237
1,409
1,107
971
3,620
5,578
1,720
2,235
2,269
2,130
1,859
1,138
2,285
2,172
1,997
2,126
1,546
1,555
1,681
1,410
1,679
933
1,834
1,767
(123)
4/18/2017
2001
(73)
5/16/2017
1984
(71)
5/16/2017
1961
(58)
5/16/2017
2002
(68)
5/16/2017
1979
(565)
5/18/2017
2017
(39)
6/8/2017
1992
(65)
6/8/2017
1998
(63)
6/8/2017
1995
(59)
6/8/2017
2017
(76)
6/8/2017
2003
(51)
6/8/2017
1995
(50)
6/8/2017
1996
(228)
6/16/2017
2014
(357)
6/23/2017
2012
(126)
6/26/2017
1987
(95)
6/26/2017
1992
(149)
6/26/2017
2003
(135)
6/26/2017
2002
(99)
6/26/2017
1993
(62)
6/26/2017
2002
(102)
6/26/2017
2005
(131)
6/26/2017
1998
(139)
6/26/2017
2000
(143)
6/26/2017
2008
(93)
6/26/2017
2000
(80)
6/26/2017
1999
(119)
6/26/2017
2011
(70)
6/26/2017
2001
(62)
6/26/2017
1996
(34)
6/26/2017
1999
(125)
6/26/2017
2002
(109)
6/26/2017
1992
Property
City
State
Bob Evans
Wapakoneta
OH
Bob Evans
Wilkes-Barre
PA
Bob Evans
Willoughby
Bob Evans
Xenia
OH
OH
Helmer Scientific
Noblesville
IN
OH
NY
OH
TN
WI
AR
CO
MI
Gorilla Glue
Cincinnati
LA Fitness
Webster
Lamrite West
Strongsville
Five Below
Smyrna
Mattress Firm
Oak Creek
Cabela's
Cabela's
Cabela's
Cabela's
Cabela's
Rogers
Thornton
Grandville
Lacey
WA
Oklahoma City
OK
Mister Car Wash
Florence
AL
Mister Car Wash
Muscle Shoals
AL
Mister Car Wash
Florence
Duluth Trading Co
Avon
Amesbury Truth
Statesville
Petsmart
Sedalia
Tractor Supply
York
LA Fitness
Tampa
AL
OH
NC
MO
NE
FL
Five Below
Montgomery
AL
Michaels
Lancaster
Art Van Furniture
Avon
Art Van Furniture
Hanover
Art Van Furniture
Johnstown
Art Van Furniture
Lancaster
Art Van Furniture
Mentor
Art Van Furniture
Middleburg
Heights
CA
OH
PA
PA
PA
OH
OH
Art Van Furniture
North Canton
OH
Tractor Supply
Romney
WV
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
253
373
675
337
1,431
5,563
2,922
3,078
2,009
906
3,419
3,677
3,269
3,393
3,383
198
378
404
1,088
424
273
326
1,084
1,480
7,744
925
703
386
2,156
1,090
1,440
545
418
1,479
714
1,262
1,433
10,699
34,887
5,102
34,076
9,467
3,578
17,605
19,099
20,328
20,158
11,590
1,376
1,445
1,605
3,671
23,261
3,645
2,452
6,500
9,117
33,872
10,031
4,108
2,582
6,030
9,582
5,529
8,636
3,097
F-173
—
—
—
—
—
—
—
—
1,732
1,087
1,937
1,770
(131)
6/26/2017
2001
(56)
6/26/2017
2003
(108)
6/26/2017
2005
(126)
6/26/2017
1988
12,130
(722)
7/27/2017
2012
40,450
(2,513)
7/28/2017
1978
8,024
(391)
8/1/2017
2014
37,154
(2,138)
8/21/2017
1999
108
11,584
(658)
8/25/2017
2016
—
—
—
—
(29)
—
3
3
3
—
19
—
—
—
314
—
—
177
201
394
—
—
—
—
4,484
(276)
8/25/2017
2016
21,024
(1,148)
9/25/2017
2012
22,776
(1,216)
9/25/2017
2012
23,597
(1,312)
9/25/2017
2013
23,522
(1,365)
9/25/2017
2007
14,973
(746)
9/25/2017
2015
1,577
1,826
2,012
4,759
(89)
10/17/2017
2008
(100)
10/17/2017
2008
(129)
10/17/2017
2016
(291)
10/20/2017
2017
23,704
(1,393)
10/24/2017
2017
3,918
2,778
7,584
(230)
11/1/2017
2017
(165)
11/3/2017
2017
(480)
11/13/2017
2016
10,911
(721)
11/17/2017
2017
41,616
(2,102)
11/20/2017
1998
10,956
(623)
11/22/2017
2016
4,988
3,169
8,580
(253)
11/22/2017
1996
(180)
11/22/2017
1969
(387)
11/22/2017
1978
10,672
(593)
11/22/2017
2009
6,969
9,181
3,515
(336)
11/22/2017
1973
(546)
11/22/2017
2007
(194)
11/29/2017
2017
Property
City
State
Burlington
West Valley
City
Duluth Trading Co
Waukesha
Bed Bath & Beyond
Windsor
LA Fitness
Tinley Park
Petco
Tucson
UT
WI
VA
IL
AZ
Petsmart
Lee's Summit
MO
At Home
Blaine
At Home
Fort Worth
At Home
Jackson
At Home
Memphis
Hobby Lobby
Auburn
Burlington
Rogers
MN
TX
MS
TN
ME
AR
Best Buy
Silverdale
WA
Codale
Codale
Codale
Orem
Logan
West Valley
Duluth Trading Co
West Fargo
Big Lots
Foley
SiteOne
SiteOne
SiteOne
Homer Glen
Park City
Pingree Grove
Marshalls
Phoenix
Floor & Decor
Riverdale
At Home
Wixom
At Home
Shreveport
At Home
Clarksville
Mad Max
Fond Du Lac
Mad Max
Fond Du Lac
Mad Max
Fond Du Lac
UT
UT
UT
ND
AL
IL
IL
IL
AZ
UT
MI
LA
TN
WI
WI
WI
Mad Max
Port Washington WI
Mad Max
Port Washington WI
Mad Max
West Bend
WI
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,331
857
3,032
1,722
1,176
781
3,023
2,641
2,661
4,790
2,606
1,460
3,687
637
420
2,684
1,099
1,770
929
932
1,281
2,325
2,920
3,329
2,093
1,649
303
1,484
133
191
533
463
5,821
4,067
59,649
8,976
8,565
3,381
9,220
10,723
7,245
4,048
3,566
6,379
—
—
3
—
—
—
—
—
—
—
—
—
8,152
4,924
(486)
11/30/2017
2017
(241)
12/14/2017
2017
62,684
(3,109)
12/20/2017
2001
10,698
(510)
12/22/2017
2006
9,741
4,162
12,243
13,364
9,906
8,838
6,172
7,839
(624)
12/28/2017
2017
(195)
1/5/2018
2017
(547)
2/8/2018
2001
(600)
2/8/2018
2015
(408)
2/8/2018
1995
(279)
2/8/2018
2005
(188)
3/7/2018
2014
(337)
3/7/2018
2015
10,570
380
14,637
(732)
3/27/2018
1991
7
—
—
—
—
7
11
—
—
129
—
—
—
—
—
—
—
—
—
5,815
3,427
(404)
3/30/2018
1995
(173)
3/30/2018
2010
28,565
(1,302)
3/30/2018
2008
4,307
8,612
1,829
1,687
2,442
8,273
8,783
14,668
14,404
9,274
1,515
3,995
405
759
1,266
1,173
(164)
4/27/2018
2018
(319)
5/24/2018
2014
(83)
5/29/2018
1960
(64)
5/29/2018
1988
(90)
5/29/2018
2018
(329)
5/31/2018
1997
(457)
6/28/2018
1992
(547)
7/3/2018
2017
(557)
7/3/2018
2018
(357)
7/3/2018
1992
(64)
7/17/2018
2007
(186)
7/17/2018
1974
(19)
7/17/2018
1952
(34)
7/17/2018
1991
(44)
7/17/2018
1996
(43)
7/17/2018
2012
5,171
3,007
25,881
3,208
6,842
893
744
1,161
5,948
5,734
11,339
12,311
7,625
1,212
2,511
272
568
733
710
F-174
Property
City
State
Mad Max
West Bend
Mad Max
West Bend
Mad Max
West Bend
LA Fitness
Memphis
WI
WI
WI
TN
Mister Car Wash
Grand Rapids
MI
Mister Car Wash
Jenison
MI
Regal Cinemas
Christiansburg
VA
Marshall's Convenience
Stores
Cascade
Marshall's Convenience
Stores
Elkhart Lake
Marshall's Convenience
Stores
Glenbeulah
Marshall's Convenience
Stores
Kewaskum
Marshall's Convenience
Stores
Plymouth
Marshall's Convenience
Stores
Plymouth
At Home
At Home
Rogers
Gilbert
At Home
Richmond
Insurance Auto
Auctions
Hudson
WI
WI
WI
WI
WI
WI
AR
AZ
TX
FL
Floor & Decor
Oklahoma City
OK
Topgolf
Brooklyn
Center
MN
Floor & Decor
Overland Park
KS
Duluth Trading Co
South Portland
ME
Mills Fleet Farm
Cedar Falls
Graphic Packaging
Monroe
Fresh Thyme Farmers
Market
Omaha
LA Fitness
Edina
24 Hour Fitness
Indio
La-Z-Boy
Chandler
La-Z-Boy
Tucson
La-Z-Boy
Goodyear
IA
LA
NE
MN
CA
AZ
AZ
AZ
La-Z-Boy
Prescott Valley
AZ
Floor & Decor
Jacksonville
Steinhafels
Menomonee
Falls
Steinhafels
Oak Creek
FL
WI
WI
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
483
278
333
965
315
570
1,466
7,348
554
393
902
915
1,610
9,897
32
283
45
253
82
199
2,589
4,053
4,605
1,062
3,069
8,173
2,943
811
—
637
1,392
2,914
2,171
2,932
1,144
2,034
1,048
4,080
3,581
3,707
436
955
605
468
318
539
10,042
8,351
7,273
11,203
6,666
24,628
5,832
3,254
3,501
91,313
6,652
9,189
10,333
4,710
4,311
5,147
2,244
11,337
11,263
6,776
F-175
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,448
(52)
7/17/2018
2016
593
903
8,814
1,456
1,308
(23)
7/17/2018
1986
(33)
7/17/2018
1999
(346)
7/26/2018
2014
(39)
8/15/2018
1976
(36)
8/15/2018
1977
11,507
(353)
8/24/2018
2007
468
1,238
650
721
400
738
12,631
12,404
11,878
12,265
(23)
8/30/2018
1991
(50)
8/30/2018
1985
(31)
8/30/2018
2008
(27)
8/30/2018
1999
(17)
8/30/2018
1984
(33)
8/30/2018
2005
(373)
10/3/2018
2018
(312)
10/3/2018
2017
(276)
10/3/2018
2017
(819)
10/9/2018
2018
9,735
(227)
10/25/2018
2018
32,801
(1,164)
11/2/2018
2018
8,775
4,065
(202)
11/26/2018
1963
(106)
12/13/2018
2018
20,626
24,127
(148)
12/21/2018
2019
5
—
—
—
—
—
—
—
—
—
—
91,955
(2,683)
12/28/2018
2018
8,044
(182)
1/15/2019
2017
12,103
12,504
7,642
5,455
7,181
3,292
15,417
14,844
10,483
(242)
1/30/2019
1968
(286)
2/5/2019
2007
(265)
2/13/2019
2005
(227)
2/13/2019
2002
(291)
2/13/2019
2008
(124)
2/13/2019
2016
(263)
3/27/2019
2018
(199)
5/1/2019
2006
(131)
5/1/2019
1986
Property
City
State
Steinhafels
Vernon Hills
IL
blue moose
Oshkosh
blue moose
Oshkosh
blue moose
Oshkosh
blue moose
Oshkosh
blue moose
Rothschild
WI
WI
WI
WI
WI
Duluth Trading Co
Spokane Valley
WA
Take 5 Oil Change
Abilene
Take 5 Oil Change
Aledo
Take 5 Oil Change
Arlington
Take 5 Oil Change
Arlington
Take 5 Oil Change
Big Spring
Take 5 Oil Change
Canyon
Take 5 Oil Change
Fort Worth
TX
TX
TX
TX
TX
TX
TX
Take 5 Oil Change
Hudson Oaks
TX
Take 5 Oil Change
Midland
Take 5 Oil Change
Midland
Take 5 Oil Change
Odessa
Take 5 Oil Change
Odessa
Horizon Hobby
Champaign
Fresh Thyme Farmers
Market
Green Park
Fresh Thyme Farmers
Market
St. Peters
Art Van Furniture
Holland
Duluth Trading Co
Rogers
Fresh Thyme Farmers
Market
Evansville
Fresh Thyme Farmers
Market
Muncie
La-Z-Boy
Loveland
La-Z-Boy
Cincinnati
Radians
Memphis
TX
TX
TX
TX
IL
MO
MO
MI
AR
IN
IN
OH
OH
TN
AMC Theaters
Vancouver
WA
Spare Time
Colchester
Spare Time
Greenville
Bread & Butter Shop
Marshfield
VT
SC
WI
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,574
7,858
192
212
108
263
162
1,203
53
253
227
144
191
73
208
231
291
198
150
188
316
2,576
1,362
1,281
967
713
1,095
921
808
944
1,842
1,929
1,844
111
432
764
500
1,191
751
3,769
630
1,054
439
629
823
648
559
828
1,495
1,253
1,003
1,521
16,835
6,629
6,960
6,648
3,997
6,543
6,832
2,041
2,996
18,125
6,188
5,996
11,054
338
F-176
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
13,432
(143)
5/1/2019
2001
624
976
608
1,454
913
4,972
683
1,307
666
773
(12)
5/16/2019
1956
(21)
5/16/2019
1959
(14)
5/16/2019
1997
(31)
5/16/2019
2007
(20)
5/16/2019
1990
(75)
5/17/2019
2019
(10)
6/18/2019
1996
(18)
6/18/2019
2005
(7)
6/18/2019
1998
(10)
6/18/2019
1996
1,014
(13)
6/18/2019
1990
721
767
1,059
1,786
1,451
1,153
1,709
(11)
6/18/2019
1985
(9)
6/18/2019
2006
(14)
6/18/2019
2009
(24)
6/18/2019
2004
(20)
6/18/2019
1990
(16)
6/18/2019
1990
(23)
6/18/2019
2006
17,151
(234)
6/20/2019
1980
9,205
8,322
7,929
4,964
7,256
7,927
2,962
3,804
(105)
6/25/2019
2017
(110)
6/25/2019
2018
(110)
6/26/2019
1993
(59)
7/2/2019
2019
(105)
7/17/2019
2018
(114)
7/17/2019
2018
(23)
8/12/2019
1996
(38)
8/12/2019
2018
19,069
(184)
9/11/2019
2000
8,030
7,925
(56)
9/23/2019
2005
(22)
11/13/2019
1979
12,898
(44)
11/13/2019
2017
449
(2)
11/14/2019
1982
Property
City
State
Initial Costs (1)
Encumbrances at
December 31,
2019
Land
Buildings,
Fixtures and
Improvements
Costs
Capitalized
Subsequent to
Acquisition (2)
Gross Amount
Carried at
December 31,
2019
(3) (4)
Accumulated
Depreciation
Date
Acquired
Date of
Construction
Bread & Butter Shop
Marshfield
Bread & Butter Shop
Marshfield
Bread & Butter Shop
Marshfield
Bread & Butter Shop
Stratford
Bread & Butter Shop
Bread & Butter Shop
Wisconsin
Rapids
Wisconsin
Rapids
Bread & Butter Shop
Nekoosa
WI
WI
WI
WI
WI
WI
WI
La-Z-Boy
Kennesaw
GA
La-Z-Boy
McDonough
GA
La-Z-Boy
Fleming Island
FL
Fas Mart
Lottsburg
VA
Fas Mart
Cobbs Creek
VA
Fas Mart
Colonial Beach
VA
E-Z Mart
Fayetteville
AR
E-Z Mart
Texarkana
E-Z Mart
Mt Pleasant
E-Z Mart
New Boston
TX
TX
TX
Fas Mart
Kilmarnock
VA
Best Buy
Newport News
VA
Topgolf
Schaumburg
IL
Aaron's
Aaron's
Aaron's
Sheridan
Aiken
Niles
AR
SC
OH
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
158
239
474
66
309
287
302
1,942
1,215
876
341
927
262
126
70
484
724
519
7,678
1,206
933
1,673
366
986
569
936
4,539
3,219
4,244
906
1,470
1,151
1,051
371
1,329
1,791
1,349
9,619
14,103
28,296
116
512
114
852
812
1,509
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,364
1,172
2,147
432
1,295
856
1,238
6,481
4,434
5,120
1,247
2,397
1,413
1,177
441
1,813
2,515
1,868
17,297
42,399
968
1,324
1,623
(5)
11/14/2019
1987
(4)
11/14/2019
1995
(7)
11/14/2019
2009
(2)
11/14/2019
1985
(5)
11/14/2019
1988
(3)
11/14/2019
1998
(4)
11/14/2019
1998
(17)
11/22/2019
1995
(14)
11/22/2019
2018
(15)
11/22/2019
2007
(5)
11/25/2019
1986
(8)
11/25/2019
1991
(4)
11/25/2019
1990
(5)
11/25/2019
1990
(2)
11/25/2019
1996
(8)
11/25/2019
1997
(10)
11/25/2019
1994
(8)
11/25/2019
1980
(11)
12/18/2019
1994
(49)
12/30/2019
2019
(1)
12/31/2019
1998
(1)
12/31/2019
1995
(2)
12/31/2019
1972
$
1,529,057
$
2,786,282
$
10,186,554
$
(33,607)
$
12,939,229
$
(2,727,099)
_______________________________________________
(1) Initial costs exclude subsequent impairment charges.
(2) Consists of capital expenditures and real estate development costs, net of condemnations, easements and impairment charges.
(3) Gross intangible lease assets of $1.9 billion and the associated accumulated amortization of $867.2 million are not reflected in the table above.
(4) The aggregate cost for Federal income tax purposes of land, buildings, fixtures and improvements as of December 31, 2018 was $13.0 billion.
(5) Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, five to 15 years for building fixtures and
improvements.
F-177
The following is a reconciliation of the gross real estate activity for the years ended December 31, 2019, 2018 and 2017 (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,
2019
13,592,440
$
2018
13,577,700
$
2017
13,539,921
351,135
56,446
437,227
31,898
(947,403)
(81,078)
(33,724)
1,413
12,939,229
$
(368,808)
(84,278)
(2,997)
1,698
13,592,440
$
634,080
28,503
(505,403)
(82,292)
(52,376)
15,267
13,577,700
$
$
The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2019, 2018 and 2017 (amounts
in thousands):
Balance, beginning of year
Additions:
Depreciation expense
Deductions/Other:
Dispositions
Impairments
Reclassified to assets held for sale
Other
Balance, end of year
Years Ended December 31,
2019
2018
2017
$
2,622,879
$
2,217,108
$
1,766,006
352,531
497,511
548,901
(201,319)
(34,847)
(7,602)
(4,543)
2,727,099
$
(57,346)
(32,147)
(400)
(1,847)
2,622,879
$
(34,086)
(50,828)
(12,885)
—
2,217,108
$
F-178
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE
December 31, 2019 (in thousands)
Schedule IV – Mortgage Loans on Real Estate
During the year ended December 31, 2018, the Company decided to sell its mortgage notes receivable and classified them as held
for sale. During the year ended December 31, 2019, the Company sold all outstanding mortgage notes receivable.
Beginning Balance
Deductions during the year:
Early payoff of loan investment
Sale of loan investments
Principal payments received on loan investments
Amortization of unearned discounts and premiums
Valuation allowance
Ending Balance
Year Ended December 31,
2019
2018
2017
$
10,164
$
20,294
$
22,764
—
(9,946)
(106)
(19)
(93)
—
(8,256)
(897)
15
(992)
(1,502)
—
(904)
(64)
—
$
— $
10,164
$
20,294
F-179
[This page intentionally left blank]
The following tables show reconciliations to amounts presented in accordance
with GAAP on the balance sheet and income statement for the periods
presented (unaudited, dollar amounts in thousands):
Net income (loss)
Adjustments:
Interest expense
Depreciation and amortization
Provision for (benefit from) income taxes
Proportionate share of adjustments for unconsolidated entities
EBITDA
(Gain) loss on disposition of real estate assets, including joint ventures, net
Impairments of real estate
EBITDAre
Non-real estate impairment
Payments received on fully reserved loans
Acquisition-related expenses
Litigation and non-routine costs, net
Loss on derivative instruments, net
Amortization of above-market lease assets and deferred lease incentives, net of
amortization of below-market lease liabilities
Loss on extinguishment and forgiveness of debt, net
Net direct financing lease adjustments
Straight-line rent, net of bad debt expense related to straight-line rent
Legal settlements
Program development costs write-off
Restructuring expenses
Other adjustments, net
Proportionate share of adjustments for unconsolidated entities
Adjustment for Excluded Properties
NORMALIZED EBITDA
Mortgage notes payable, net
Corporate bonds, net
Convertible debt, net
Credit facility, net
Total debt - as reported
Adjustments:
Deferred financing costs, net
Net discounts (premiums)
Principal Outstanding
Unconsolidated joint ventures’ pro rata share
Adjusted Principal Outstanding
Three Months Ended Dec. 31,
2019
71,168
2014
(360,427)
$
$
69,628
112,307
719
1,603
126,157
226,272
(26,571)
3,402
$
255,425
$
(31,167)
(41,541)
22,851
$
236,735
$
1,263
96,692
66,788
309,444
—
4,324
24,333
172
1,475
605
448
(25,367)
(60,000)
13,109
—
335
1,086
—
—
(133)
1,168
8,659
—
504
17,413
387
(7,107)
—
—
356
(3,511)
(559)
3
$
253,915
$
336,752
Dec. 31, 2019 Dec. 31, 2014
$ 3,773,922
$
1,528,134
2,813,739
2,531,081
318,183
952,856
1,045,669
3,167,919
5,705,725
10,425,778
39,721
5,413
88,003
(44,660)
5,750,859
10,469,121
53,850
—
$
5,804,709
$ 10,469,121
Cash and cash equivalents
Pro rata share of unconsolidated joint ventures’ cash and cash equivalents
(12,921)
(1,480)
(416,711)
—
Net Debt
Normalized EBITDA annualized
NET DEBT TO NORMALIZED EBITDA annualized ratio
$
5,790,308
$ 10,052,410
1,015,660
1,347,008
5.70x
7.46x
FORWARD-LOOKING INFORMATION
Information set forth in this Annual Report contains "forward-looking statements" (within the meaning of the federal securities laws, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect the
Company's expectations and projections regarding future events and plans, future financial condition, results of operations and business.
Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans,"
"projects," "seeks," "should," "targets," "will," variations of such words and similar expressions identify forward-looking statements. These
forward-looking statements are based on information currently available to the Company and involve a number of known and unknown
assumptions, risks, uncertainties and other factors, which may be difficult to predict and beyond the control of the Company, which could
cause actual events and plans or could cause the Company’s business, financial condition, liquidity and results of operations to differ
materially from those expressed or implied in the forward-looking statements. The following factors, among others, could cause actual results
to differ materially from those set forth in the forward-looking statements: the impact of the coronavirus (COVID-19) on our business and the
business of our tenants and the economy generally and other risks and uncertainties detailed in the risks identified in Part I, Item 1A. Risk
Factors within this Annual Report. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether
as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as may be required by law.
EXECUTIVE TEAM
Glenn J. Rufrano
Chief Executive Officer
Michael J. Bartolotta
Executive Vice President & Chief Financial
Officer
Lauren Goldberg
Executive Vice President, General Counsel
& Secretary
Paul H. McDowell
Executive Vice President & Chief Operating
Officer
Thomas W. Roberts
Executive Vice President & Chief Investment
Officer
BOARD OF DIRECTORS
Hugh R. Frater
Non-Executive Chairman of VEREIT, Inc., Chief
Executive Officer of the Federal National
Mortgage Association (Fannie Mae)
David B. Henry
Former Vice Chairman and Chief Executive
Officer, Kimco Realty Corporation
Mary Hogan Preusse
Former Managing Director and Co-Head
of Americas Real Estate, APG Asset
Management US
Richard J. Lieb
Senior Advisor and former Managing Director and
Chairman of Real Estate, Greenhill & Co., LLC
Mark S. Ordan
Former Chief Executive Officer, Quality Care
Properties, Inc.
Eugene A. Pinover
Partner and Co-Chair of New York Real Estate
Practice, DLA Piper
Julie G. Richardson
Former Partner and Managing Director,
Providence Equity Partners
Glenn J. Rufrano
Chief Executive Officer, VEREIT, Inc.
INVESTOR RELATIONS
InvestorRelations@VEREIT.com
877.405.2653
HEADQUARTERS
2325 East Camelback Road
9th Floor, Phoenix, Arizona 85016
VEREIT is not affiliated with, is not endorsed by, does not
endorse and is not sponsored by or a sponsor of the 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.
W W W .
V
E
R
E
I
T
.
C O M
D i scipl ined . Trans parent . Co nsis te nt .