Maryland
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(State or other jurisdiction of incorporation or organization)
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001-10822
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62-1470956
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(Commission File No.)
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(I.R.S. Employer
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Identification No.)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Number
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Exhibit
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99.1
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|
•
|
Announced or completed $205.4 million in real estate and note investments in the
fourth
quarter;
$364.3 million
for the year
|
•
|
Maintained low leverage balance sheet at
4.5x
net debt-to-annualized adjusted EBITDA
|
•
|
Ample liquidity with
$466 million
available to draw on revolving credit facility
|
•
|
Fixed charge coverage remains conservative at
6.0x
|
•
|
Portfolio lease coverage remains strong at
1.64x
|
•
|
GAAP net income of
$.87
per diluted common share for the
fourth
quarter;
$3.67
for the year
|
•
|
Normalized FFO per diluted common share up
3.2%
for the year
|
•
|
Normalized AFFO per diluted common share up
5.0%
over
fourth
quarter
2017
; up
6.1%
for the year
|
|
Full-Year 2019 Range
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||||||
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Low
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|
High
|
||||
Net income per diluted share
|
$
|
3.66
|
|
|
$
|
3.74
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Plus: Depreciation
|
1.77
|
|
|
1.79
|
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||
Normalized FFO per diluted common share
|
$
|
5.43
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|
|
$
|
5.53
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Less: Straight-line rental income
|
(0.47
|
)
|
|
(0.51
|
)
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||
Plus: Amortization of debt issuance costs
|
0.06
|
|
|
0.06
|
|
||
Plus: Amortization of original issue discount
|
0.02
|
|
|
0.02
|
|
||
Normalized AFFO per diluted common share
|
$
|
5.04
|
|
|
$
|
5.10
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|
•
|
Net income per diluted common share for the
three months
ended
December 31, 2018
, was
$.87
,
a decrease
of
3.3%
from the same period in the prior year. Net income per diluted common share for the
year ended
December 31, 2018
, was
$3.67
,
a decrease
of
5.2%
from the prior year and includes straight-line rent receivable write-downs of
$4,752,000
and a
$363,000
write-down on an uncollectible note receivable. Net income for the
year ended
December 31, 2017
included gains on sales of marketable securities of $10.0 million.
|
•
|
Normalized FFO per diluted common share for the
three months
ended
December 31, 2018
, was
$1.35
, unchanged from the prior year. Normalized FFO per diluted common share for the
year ended
December 31, 2018
, was
$5.46
,
an increase
of
3.2%
over the prior year.
|
•
|
Normalized AFFO per diluted common share for the
three months
ended
December 31, 2018
was
$1.27
,
an increase
of
5.0%
over the same period in the prior year. Normalized AFFO per diluted common share for the
year ended
December 31, 2018
was
$5.04
,
an increase
of
6.1%
over the prior year.
|
•
|
NAREIT FFO per diluted common share for the
three months
ended
December 31, 2018
, was
$1.30
,
a decrease
of
.8%
from the same period in the prior year and includes the write-downs mentioned above. NAREIT FFO per diluted common share for the
year ended
December 31, 2018
, was
$5.36
,
a decrease
of
2.5%
from the prior year. NAREIT FFO for the
year ended
December 31, 2017
included gains on sales of marketable securities of $10.0 million.
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Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD
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|||||||||||||||
(in thousands, except share and per share amounts)
|
|
|
|
|
|
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|
||||||||
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Three Months Ended
|
|
Year Ended
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||||||||||||
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December 31,
|
|
December 31,
|
||||||||||||
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2018
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|
2017
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|
2018
|
|
2017
|
||||||||
Net income
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$
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37,083
|
|
|
$
|
37,798
|
|
|
$
|
154,333
|
|
|
$
|
159,365
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Elimination of certain non-cash items in net income:
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
18,068
|
|
|
17,167
|
|
|
71,349
|
|
|
67,173
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|
||||
Gain on sale of real estate
|
—
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|
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—
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|
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—
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(50
|
)
|
||||
NAREIT FFO
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55,151
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|
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54,965
|
|
|
225,682
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|
|
226,488
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|
||||
Gain on sales of marketable securities
|
—
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|
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—
|
|
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—
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(10,038
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)
|
||||
Loss on convertible note retirement
|
—
|
|
|
1,624
|
|
|
738
|
|
|
2,214
|
|
||||
Debt issuance costs written-off due to credit facility modifications
|
—
|
|
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—
|
|
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—
|
|
|
407
|
|
||||
Ineffective portion of cash flow hedges
|
—
|
|
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(3
|
)
|
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—
|
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(353
|
)
|
||||
Non-cash write-off of straight-line rent receivable
|
2,265
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|
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—
|
|
|
3,701
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|
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—
|
|
||||
Note receivable (recovery) impairment
|
(50
|
)
|
|
—
|
|
|
363
|
|
|
—
|
|
||||
Recognition of unamortized note receivable commitment fees
|
—
|
|
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—
|
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(515
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)
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(922
|
)
|
||||
Normalized FFO
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57,366
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|
56,586
|
|
|
229,969
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|
|
217,796
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|
||||
Straight-line lease revenue, net
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(4,220
|
)
|
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(7,134
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)
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(21,736
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)
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(26,090
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)
|
||||
Amortization of lease incentives
|
147
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|
50
|
|
|
387
|
|
|
119
|
|
||||
Amortization of original issue discount
|
191
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|
269
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|
788
|
|
|
1,109
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|
||||
Amortization of debt issuance costs
|
698
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|
655
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|
2,526
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|
2,483
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|
||||
Normalized AFFO
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54,182
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50,426
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211,934
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|
195,417
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|
||||
Non-cash stock based compensation
|
359
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|
342
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2,490
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|
2,612
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|
||||
Normalized FAD
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$
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54,541
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$
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50,768
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$
|
214,424
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$
|
198,029
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||||||||
BASIC
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|
||||||||
Weighted average common shares outstanding
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42,351,443
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41,532,130
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41,943,873
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|
|
40,894,219
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|
||||
NAREIT FFO per common share
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$
|
1.30
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$
|
1.32
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$
|
5.38
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|
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$
|
5.54
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|
Normalized FFO per common share
|
$
|
1.35
|
|
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$
|
1.36
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|
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$
|
5.48
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|
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$
|
5.33
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Normalized AFFO per common share
|
$
|
1.28
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|
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$
|
1.21
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|
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$
|
5.05
|
|
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$
|
4.78
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED
|
|
|
|
|
|
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|
||||||||
Weighted average common shares outstanding
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42,568,720
|
|
|
41,803,615
|
|
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42,091,731
|
|
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41,151,453
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|
||||
NAREIT FFO per common share
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$
|
1.30
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|
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$
|
1.31
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|
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$
|
5.36
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|
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$
|
5.50
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Normalized FFO per common share
|
$
|
1.35
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|
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$
|
1.35
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|
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$
|
5.46
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|
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$
|
5.29
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Normalized AFFO per common share
|
$
|
1.27
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|
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$
|
1.21
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|
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$
|
5.04
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$
|
4.75
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Condensed Statements of Income
|
|
|
|
|
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|
||||||||
(in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
||||||||
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Three Months Ended
|
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Year Ended
|
||||||||||||
|
December 31,
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|
December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
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|
||||||||
Revenues:
|
|
|
|
|
|
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|
||||||||
Rental income
|
$
|
70,004
|
|
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$
|
68,092
|
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$
|
280,813
|
|
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$
|
265,169
|
|
Interest income
|
3,991
|
|
|
2,991
|
|
|
13,799
|
|
|
13,490
|
|
||||
|
73,995
|
|
|
71,083
|
|
|
294,612
|
|
|
278,659
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
18,068
|
|
|
17,167
|
|
|
71,349
|
|
|
67,173
|
|
||||
Interest, including amortization of debt discount and issuance costs
|
12,847
|
|
|
11,185
|
|
|
49,055
|
|
|
46,324
|
|
||||
Legal
|
(396
|
)
|
|
77
|
|
|
309
|
|
|
494
|
|
||||
Franchise, excise and other taxes
|
309
|
|
|
157
|
|
|
1,166
|
|
|
960
|
|
||||
General and administrative
|
2,818
|
|
|
3,075
|
|
|
12,547
|
|
|
12,217
|
|
||||
Loan and realty losses
|
3,266
|
|
|
—
|
|
|
5,115
|
|
|
—
|
|
||||
|
36,912
|
|
|
31,661
|
|
|
139,541
|
|
|
127,168
|
|
||||
Income before investment and other gains and losses
|
37,083
|
|
|
39,422
|
|
|
155,071
|
|
|
151,491
|
|
||||
Investment and other gains
|
—
|
|
|
—
|
|
|
—
|
|
|
10,088
|
|
||||
Loss on convertible note retirement
|
—
|
|
|
(1,624
|
)
|
|
(738
|
)
|
|
(2,214
|
)
|
||||
Net income
|
37,083
|
|
|
37,798
|
|
|
$
|
154,333
|
|
|
$
|
159,365
|
|
||
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
42,351,443
|
|
|
41,532,130
|
|
|
41,943,873
|
|
|
40,894,219
|
|
||||
Diluted
|
42,568,720
|
|
|
41,803,615
|
|
|
42,091,731
|
|
|
41,151,453
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic
|
$
|
.88
|
|
|
$
|
.91
|
|
|
$
|
3.68
|
|
|
$
|
3.90
|
|
Net income per common share - diluted
|
$
|
.87
|
|
|
$
|
.90
|
|
|
$
|
3.67
|
|
|
$
|
3.87
|
|
|
|
|
|
|
|
|
|
||||||||
Regular dividends declared per common share
|
$
|
1.00
|
|
|
$
|
.95
|
|
|
$
|
4.00
|
|
|
$
|
3.80
|
|
Selected Balance Sheet Data
|
|
|
|
||||
(in thousands)
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
|
|
|
||||
Real estate properties, net
|
$
|
2,366,882
|
|
|
$
|
2,285,701
|
|
Mortgage and other notes receivable, net
|
$
|
246,111
|
|
|
$
|
141,486
|
|
Cash and cash equivalents
|
$
|
4,659
|
|
|
$
|
3,063
|
|
Straight-line rent receivable
|
$
|
105,620
|
|
|
$
|
97,359
|
|
Other assets
|
$
|
27,298
|
|
|
$
|
18,212
|
|
Debt
|
$
|
1,281,675
|
|
|
$
|
1,145,497
|
|
Stockholders’ equity
|
$
|
1,389,713
|
|
|
$
|
1,322,117
|
|