(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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90-0929989
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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405 Park Ave., 4th Floor, New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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(212) 415-6500
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to section 12(b) of the Act: None
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Securities registered pursuant to section 12(g) of the Act: Common stock, $0.01 par value per share (Title of class)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
x
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Page
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The anticipated benefits from the Mergers (as defined below) with American Realty Capital - Retail Centers of America, Inc. (“RCA”) may not be realized or may take longer to realize than expected.
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All of our executive officers are also officers, managers, employees or holders of a direct or indirect controlling interest in the Advisor or other entities under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”). As a result, our executive officers, the Advisor and its affiliates face conflicts of interest, including significant conflicts created by the Advisor’s compensation arrangements with us and other investment programs advised by affiliates of AR Global and conflicts in allocating time among these entities and us, which could negatively impact our operating results.
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Although we have announced our intention to list our common stock on an exchange at a time yet to be determined, there can be no assurance that our common stock will be listed or of the price at which our common stock may trade. No public market currently exists, or may ever exist, for shares of our common stock and shares of our common stock are, and may continue to be, illiquid.
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Lincoln Retail REIT Services, LLC (“Lincoln”) and its affiliates, which provide services to the Advisor in connection with our retail portfolio, faces conflicts of interest in allocating its employees’ time between providing real estate-related services to the Advisor and other programs and activities in which they are presently involved or may be involved in the future.
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The performance of our retail portfolio is linked to the market for retail space generally and factors that may impact our retail tenants, such as the increasing use of the Internet by retailers and consumers.
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We depend on tenants for our rental revenue and, accordingly, our rental revenue is dependent upon the success and economic viability of our tenants.
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We have not generated, and in the future may not generate, operating cash flows sufficient to fund all of the distributions we pay our stockholders, and, as such, we may be forced to fund distributions from other sources, including borrowings, which may not be available on favorable terms, or at all.
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We may be unable to pay or maintain cash distributions at the current rate or increase distributions over time.
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We are obligated to pay fees, which may be substantial, to the Advisor and its affiliates.
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We are subject to risks associated with any dislocation or liquidity disruptions that may exist or occur in the credit markets of the United States of America.
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We may fail to continue to qualify to be treated as a real estate investment trust for U.S. federal income tax purposes (“REIT”), which would result in higher taxes, may adversely affect our operations and would reduce the value of an investment in our common stock and our cash available for distributions.
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We may be deemed by regulators to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and thus subject to regulation under the Investment Company Act.
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Retail Focused Portfolio, Including Single-Tenant Net Leased Properties
— Acquiring freestanding single-tenant properties net leased to investment grade and other creditworthy tenants, which are expected to primarily consist of retail properties; however, we will not forgo opportunities to invest in other types of real estate investments that meet our overall investment objectives;
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Long-Term Leases
— With respect to net leased properties, enter into long-term leases with minimum, non-cancelable lease terms of ten or more years;
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Low Leverage
— Finance our portfolio opportunistically (taking advantage of opportunities as they arise) at a target leverage level of not more than 45% loan-to-value. Loan to value ratio is a lending risk assessment ratio that is examined before approving a mortgage and is calculated by dividing the mortgage amount by the appraised value of the property; and
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Diversified Portfolio
— Assemble, manage and optimize a well diversified portfolio based on geography, tenant diversity, lease expirations, and other factors.
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Tenant
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December 31, 2017
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SunTrust Bank
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11.2%
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Sanofi US
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7.1%
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AmeriCold
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5.3%
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competition from other real estate investors with significant capital, including both publicly traded REITs and institutional investment funds;
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we may acquire properties that are not accretive and we may not successfully manage and lease those properties to meet our expectations;
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we may be unable to obtain debt financing or raise equity required to fund acquisitions on favorable terms, or at all;
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we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
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agreements for the acquisition of properties are typically subject to customary conditions to closing that may or may not be completed, and we may spend significant time and money on potential acquisitions that we do not consummate;
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the process of acquiring or pursuing the acquisition of a new property may divert the attention of our management team from our existing business operations; and
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we may acquire properties without recourse, or with only limited recourse, for liabilities, whether known or unknown.
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result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines;
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affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
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result in the unauthorized access to, and destruction, loss. theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
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result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;
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require significant management attention and resources to remedy any damages that result;
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subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or
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adversely impact our reputation among our tenants and investors generally.
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any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
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an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation.
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80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
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two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
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limitations on capital structure;
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restrictions on specified investments;
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prohibitions on transactions with affiliates; and
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compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.
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changes in general, economic or local conditions;
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changes in supply of or demand for similar or competing properties in an area;
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changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive;
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changes in tax, real estate, environmental and zoning laws; and
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periods of high interest rates and tight money supply.
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Tenant
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December 31, 2017
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SunTrust Bank
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11.2%
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Sanofi US
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7.1%
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AmeriCold
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5.3%
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State
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December 31, 2017
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Alabama
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6.8
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%
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Florida
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8.5
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%
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Georgia
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7.5
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%
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New Jersey
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7.7
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%
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North Carolina
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8.6
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%
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Ohio
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5.4
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%
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South Carolina
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5.2
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%
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Texas
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6.3
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%
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business layoffs or downsizing;
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industry slowdowns;
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relocations of businesses;
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changing demographics;
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increased telecommuting and use of alternative work places;
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infrastructure quality;
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any oversupply of, or reduced demand for, real estate;
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concessions or reduced rental rates under new leases for properties where tenants defaulted; and
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increased insurance premiums.
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decreased demand for our properties due to significant job losses that occur or may occur in the future, resulting in lower rents and occupancy levels;
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an increase in the number of bankruptcies or insolvency proceedings of our tenants and lease guarantors, which could delay or preclude our efforts to collect rent and any past due balances under the relevant leases;
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widening credit spreads as investors demand higher risk premiums, resulting in lenders increasing the cost for debt financing;
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reduction in the amount of capital that is available to finance real estate, which, in turn, could lead to a decline in real estate values generally, slow real estate transaction activity, a reduction the loan-to-value ratio upon which lenders are willing to lend, and difficulty refinancing our debt;
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a decrease in the market value of our properties, which may limit our ability to obtain debt financing secured by our properties;
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a need for us to establish significant provisions for losses or impairments; and
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reduction in the value and liquidity of our short-term investments and increased volatility in market rates for such investments.
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limiting our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms or to fund acquisitions;
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limiting the amount of free cash flow available for future operations, acquisitions, distributions, stock repurchases or other uses; and
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macroeconomic and local economic conditions;
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tenant mix;
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success of tenant businesses;
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property management decisions;
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property location and condition;
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property operating costs, including insurance premiums, real estate taxes and maintenance costs;
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competition from comparable types of properties;
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effects on a particular industry applicable to the property, such as hotel vacancy rates;
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changes in governmental rules, regulations and fiscal policies, including environmental legislation;
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changes in laws that increase operating expenses or limit rents that may be charged;
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any need to address environmental contamination at the property;
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the occurrence of any uninsured casualty at the property;
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changes in national, regional or local economic conditions and/or specific industry segments;
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declines in regional or local real estate values;
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branding, marketing and operational strategies;
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declines in regional or local rental or occupancy rates;
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increases in interest rates;
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real estate tax rates and other operating expenses;
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acts of God;
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social unrest and civil disturbances;
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terrorism; and
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increases in costs associated with renovation and/or construction.
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natural disasters, such as hurricanes, earthquakes and floods;
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acts of war or terrorism, including the consequences of terrorist attacks;
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adverse changes in national and local economic and real estate conditions;
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an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants;
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changes in interest rates and availability of permanent mortgage funds that my render the sale of property difficult or unattractive;
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changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance therewith and the potential for liability under applicable laws;
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costs of remediation and liabilities associated with environmental conditions affecting properties; and
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the potential for uninsured or underinsured property losses; and
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periods of high interest rates and tight money supply.
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Portfolio
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Acquisition Date
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Number of
Properties
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Rentable Square Feet
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Remaining Lease
Term
(1)
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Dollar General I
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Apr. & May 2013
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2
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18,126
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10.3
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Walgreens I
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Jul. 2013
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1
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10,500
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19.8
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Dollar General II
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Jul. 2013
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2
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18,052
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10.4
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AutoZone I
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Jul. 2013
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1
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7,370
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9.6
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Dollar General III
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Jul. 2013
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5
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45,989
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10.4
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BSFS I
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Jul. 2013
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1
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8,934
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6.1
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Dollar General IV
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Jul. 2013
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2
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18,126
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8.2
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Tractor Supply I
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Aug. 2013
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1
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19,097
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9.9
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Dollar General V
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Aug. 2013
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1
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12,480
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10.1
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Mattress Firm I
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Aug. & Nov. 2013; Feb, Mar. 2014 & Apr. 2014
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5
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23,612
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7.6
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Family Dollar I
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Aug. 2013
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1
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8,050
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3.5
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Lowe's I
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Aug. 2013
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5
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671,313
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11.5
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O'Reilly Auto Parts I
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Aug. 2013
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1
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10,692
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12.5
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Food Lion I
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Aug. 2013
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1
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44,549
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11.8
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Family Dollar II
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Aug. 2013
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1
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8,028
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5.5
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Walgreens II
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Aug. 2013
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1
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14,490
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15.3
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Dollar General VI
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Aug. 2013
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1
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9,014
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8.2
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Dollar General VII
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Aug. 2013
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1
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9,100
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10.3
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Family Dollar III
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Aug. 2013
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1
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8,000
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4.8
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Chili's I
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Aug. 2013
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2
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12,700
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7.9
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CVS I
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Aug. 2013
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1
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10,055
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8.1
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Joe's Crab Shack I
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Aug. 2013
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2
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16,012
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9.3
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Dollar General VIII
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Sep. 2013
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1
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9,100
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10.6
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Tire Kingdom I
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Sep. 2013
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1
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6,635
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7.3
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AutoZone II
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Sep. 2013
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1
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7,370
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5.4
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Family Dollar IV
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Sep. 2013
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1
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8,320
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5.5
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Fresenius I
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Sep. 2013
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1
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5,800
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7.5
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Dollar General IX
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Sep. 2013
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1
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9,014
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7.3
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Advance Auto I
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Sep. 2013
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1
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10,500
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5.5
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Walgreens III
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Sep. 2013
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1
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15,120
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8.3
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Walgreens IV
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Sep. 2013
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1
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13,500
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6.8
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CVS II
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Sep. 2013
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1
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13,905
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19.1
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Arby's I
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Sep. 2013
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1
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3,000
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10.5
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Dollar General X
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Sep. 2013
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1
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9,100
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10.3
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AmeriCold I
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Sep. 2013
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9
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1,407,166
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9.8
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Home Depot I
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Sep. 2013
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2
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1,315,200
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9.1
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New Breed Logistics I
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Sep. 2013
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1
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390,486
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3.8
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American Express Travel Related Services I
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Sep. 2013
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2
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785,164
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2.1
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L.A. Fitness I
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Sep. 2013
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1
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45,000
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6.2
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SunTrust Bank I
(2)
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Sep. 2013
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29
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174,400
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6.3
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National Tire & Battery I
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Sep. 2013
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1
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10,795
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5.9
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Circle K I
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Sep. 2013
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19
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54,521
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10.8
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Walgreens V
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Sep. 2013
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1
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14,490
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9.7
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Walgreens VI
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Sep. 2013
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1
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14,560
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11.3
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Portfolio
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Acquisition Date
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Number of
Properties
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Rentable Square Feet
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Remaining Lease
Term
(1)
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FedEx Ground I
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Sep. 2013
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1
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21,662
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5.4
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Walgreens VII
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Sep. 2013
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10
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142,140
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11.8
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O'Charley's I
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|
Sep. 2013
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|
20
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|
135,973
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13.8
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Krystal I
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|
Sep. 2013
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|
6
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|
12,730
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|
11.7
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1st Constitution Bancorp I
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|
Sep. 2013
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|
1
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|
4,500
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|
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6.1
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American Tire Distributors I
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|
Sep. 2013
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|
1
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|
125,060
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6.1
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Tractor Supply II
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|
Oct. 2013
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|
1
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|
23,500
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|
5.8
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United Healthcare I
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Oct. 2013
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|
1
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|
400,000
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|
3.5
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National Tire & Battery II
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Oct. 2013
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|
1
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|
7,368
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|
14.4
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Tractor Supply III
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|
Oct. 2013
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|
1
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|
19,097
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|
|
10.3
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Mattress Firm II
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|
Oct. 2013
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|
1
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|
4,304
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|
5.7
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Dollar General XI
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|
Oct. 2013
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|
1
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|
9,026
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|
9.3
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Academy Sports I
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|
Oct. 2013
|
|
1
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|
71,640
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|
10.5
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Talecris Plasma Resources I
|
|
Oct. 2013
|
|
1
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|
22,262
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|
|
5.3
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Amazon I
|
|
Oct. 2013
|
|
1
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|
79,105
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|
|
5.6
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Fresenius II
|
|
Oct. 2013
|
|
2
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|
16,047
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|
|
9.6
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Dollar General XII
|
|
Nov. 2013 & Jan. 2014
|
|
2
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|
18,126
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|
|
11.0
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Dollar General XIII
|
|
Nov. 2013
|
|
1
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|
9,169
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|
|
8.3
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Advance Auto II
|
|
Nov. 2013
|
|
2
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|
13,887
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|
|
5.4
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FedEx Ground II
|
|
Nov. 2013
|
|
1
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|
48,897
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|
|
5.6
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Burger King I
|
|
Nov. 2013
|
|
41
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|
168,192
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|
|
15.9
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Dollar General XIV
|
|
Nov. 2013
|
|
3
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|
27,078
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|
|
10.4
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Dollar General XV
|
|
Nov. 2013
|
|
1
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|
9,026
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|
|
10.8
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FedEx Ground III
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|
Nov. 2013
|
|
1
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|
24,310
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|
|
5.7
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Dollar General XVI
|
|
Nov. 2013
|
|
1
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|
9,014
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|
|
7.9
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Family Dollar V
|
|
Nov. 2013
|
|
1
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|
8,400
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|
5.3
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Walgreens VIII
|
|
Dec. 2013
|
|
1
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|
14,490
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|
6.0
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CVS III
|
|
Dec. 2013
|
|
1
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|
10,880
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|
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6.1
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Mattress Firm III
|
|
Dec. 2013
|
|
1
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|
5,057
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|
|
5.5
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Arby's II
|
|
Dec. 2013
|
|
1
|
|
3,494
|
|
|
10.3
|
Family Dollar VI
|
|
Dec. 2013
|
|
2
|
|
17,484
|
|
|
6.1
|
SAAB Sensis I
|
|
Dec. 2013
|
|
1
|
|
90,822
|
|
|
7.3
|
Citizens Bank I
|
|
Dec. 2013
|
|
9
|
|
34,777
|
|
|
6.0
|
Walgreens IX
|
|
Jan. 2014
|
|
1
|
|
14,490
|
|
|
5.1
|
SunTrust Bank II
(2)
|
|
Jan. 2014
|
|
27
|
|
136,997
|
|
|
10.0
|
Mattress Firm IV
|
|
Jan. 2014
|
|
1
|
|
5,040
|
|
|
6.7
|
FedEx Ground IV
|
|
Jan. 2014
|
|
1
|
|
59,167
|
|
|
5.5
|
Mattress Firm V
|
|
Jan. 2014
|
|
1
|
|
5,548
|
|
|
5.8
|
Family Dollar VII
|
|
Feb. 2014
|
|
1
|
|
8,320
|
|
|
6.5
|
Aaron's I
|
|
Feb. 2014
|
|
1
|
|
7,964
|
|
|
5.7
|
AutoZone III
|
|
Feb. 2014
|
|
1
|
|
6,786
|
|
|
5.3
|
C&S Wholesale Grocer I
|
|
Feb. 2014
|
|
2
|
|
1,671,233
|
|
|
5.2
|
Advance Auto III
|
|
Feb. 2014
|
|
1
|
|
6,124
|
|
|
6.7
|
Family Dollar VIII
|
|
Mar. 2014
|
|
3
|
|
24,960
|
|
|
5.6
|
Dollar General XVII
|
|
Mar. & May 2014
|
|
3
|
|
27,078
|
|
|
10.3
|
SunTrust Bank III
(2)
|
|
Mar. 2014
|
|
100
|
|
550,604
|
|
|
9.7
|
SunTrust Bank IV
(2)
|
|
Mar. 2014
|
|
27
|
|
142,625
|
|
|
9.3
|
Dollar General XVIII
|
|
Mar. 2014
|
|
1
|
|
9,026
|
|
|
10.3
|
Sanofi US I
|
|
Mar. 2014
|
|
1
|
|
736,572
|
|
|
15.0
|
Family Dollar IX
|
|
Apr. 2014
|
|
1
|
|
8,320
|
|
|
6.3
|
Stop & Shop I
|
|
May 2014
|
|
7
|
|
491,612
|
|
|
9.0
|
Bi-Lo I
|
|
May 2014
|
|
1
|
|
55,718
|
|
|
8.0
|
Dollar General XIX
|
|
May 2014
|
|
1
|
|
12,480
|
|
|
10.7
|
Dollar General XX
|
|
May 2014
|
|
5
|
|
48,584
|
|
|
9.3
|
Dollar General XXI
|
|
May 2014
|
|
1
|
|
9,238
|
|
|
10.7
|
Dollar General XXII
|
|
May 2014
|
|
1
|
|
10,566
|
|
|
9.3
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease
Term
(1)
|
|
|
|
|
|
|
|
|
|
|
|
FedEx Ground V
|
|
Feb. 2016
|
|
1
|
|
45,755
|
|
|
7.6
|
FedEx Ground VI
|
|
Feb. 2016
|
|
1
|
|
120,731
|
|
|
7.7
|
FedEx Ground VII
|
|
Feb. 2016
|
|
1
|
|
42,299
|
|
|
7.8
|
FedEx Ground VIII
|
|
Feb. 2016
|
|
1
|
|
78,673
|
|
|
7.8
|
Liberty Crossing
|
|
Feb. 2017
|
|
1
|
|
105,779
|
|
|
2.3
|
San Pedro Crossing
|
|
Feb. 2017
|
|
1
|
|
201,965
|
|
|
3.9
|
Tiffany Springs Market Center
|
|
Feb. 2017
|
|
1
|
|
264,952
|
|
|
4.6
|
The Streets of West Chester
|
|
Feb. 2017
|
|
1
|
|
236,842
|
|
|
11.0
|
Prairie Towne Center
|
|
Feb. 2017
|
|
1
|
|
289,277
|
|
|
6.5
|
Southway Shopping Center
|
|
Feb. 2017
|
|
1
|
|
181,809
|
|
|
4.7
|
Stirling Slidell Centre
|
|
Feb. 2017
|
|
1
|
|
134,276
|
|
|
2.7
|
Northwoods Marketplace
|
|
Feb. 2017
|
|
1
|
|
236,078
|
|
|
3.2
|
Centennial Plaza
|
|
Feb. 2017
|
|
1
|
|
233,797
|
|
|
2.8
|
Northlake Commons
|
|
Feb. 2017
|
|
1
|
|
109,112
|
|
|
3.7
|
Shops at Shelby Crossing
|
|
Feb. 2017
|
|
1
|
|
236,107
|
|
|
4.8
|
Shoppes of West Melbourne
|
|
Feb. 2017
|
|
1
|
|
144,484
|
|
|
4.1
|
The Centrum
|
|
Feb. 2017
|
|
1
|
|
270,747
|
|
|
3.1
|
Shoppes at Wyomissing
|
|
Feb. 2017
|
|
1
|
|
103,064
|
|
|
3.7
|
Southroads Shopping Center
|
|
Feb. 2017
|
|
1
|
|
437,515
|
|
|
5.6
|
Parkside Shopping Center
|
|
Feb. 2017
|
|
1
|
|
181,620
|
|
|
5.1
|
West Lake Crossing
|
|
Feb. 2017
|
|
1
|
|
75,928
|
|
|
4.0
|
Colonial Landing
|
|
Feb. 2017
|
|
1
|
|
263,559
|
|
|
4.5
|
The Shops at West End
|
|
Feb. 2017
|
|
1
|
|
381,831
|
|
|
10.6
|
Township Marketplace
|
|
Feb. 2017
|
|
1
|
|
298,630
|
|
|
3.5
|
Cross Pointe Centre
|
|
Feb. 2017
|
|
1
|
|
226,089
|
|
|
10.4
|
Towne Centre Plaza
|
|
Feb. 2017
|
|
1
|
|
94,096
|
|
|
5.1
|
Harlingen Corners
|
|
Feb. 2017
|
|
1
|
|
228,208
|
|
|
4.5
|
Village at Quail Springs
|
|
Feb. 2017
|
|
1
|
|
100,404
|
|
|
2.1
|
Pine Ridge Plaza
|
|
Feb. 2017
|
|
1
|
|
239,492
|
|
|
3.3
|
Bison Hollow
|
|
Feb. 2017
|
|
1
|
|
134,798
|
|
|
4.8
|
Jefferson Commons
|
|
Feb. 2017
|
|
1
|
|
205,918
|
|
|
8.2
|
Northpark Center
|
|
Feb. 2017
|
|
1
|
|
318,327
|
|
|
4.1
|
Anderson Station
|
|
Feb. 2017
|
|
1
|
|
243,550
|
|
|
3.5
|
Patton Creek
|
|
Feb. 2017
|
|
1
|
|
491,294
|
|
|
4.1
|
North Lakeland Plaza
|
|
Feb. 2017
|
|
1
|
|
171,397
|
|
|
2.7
|
Riverbend Marketplace
|
|
Feb. 2017
|
|
1
|
|
142,617
|
|
|
6.0
|
Montecito Crossing
|
|
Feb. 2017
|
|
1
|
|
179,721
|
|
|
4.3
|
Best on the Boulevard
|
|
Feb. 2017
|
|
1
|
|
204,568
|
|
|
4.2
|
Shops at RiverGate South
|
|
Feb. 2017
|
|
1
|
|
140,703
|
|
|
6.2
|
Dollar General XXIII
|
|
Mar., May & Jun. 2017
|
|
8
|
|
72,480
|
|
|
11.6
|
Jo-Ann Fabrics I
|
|
Apr. 2017
|
|
1
|
|
18,018
|
|
|
7.1
|
Bob Evans I
|
|
Apr. 2017
|
|
23
|
|
116,899
|
|
|
19.3
|
FedEx Ground IX
|
|
May 2017
|
|
1
|
|
53,739
|
|
|
8.4
|
Chili's II
|
|
May 2017
|
|
1
|
|
6,039
|
|
|
9.8
|
Sonic Drive In I
|
|
June 2017
|
|
2
|
|
2,745
|
|
|
14.5
|
Bridgestone HOSEPower I
|
|
June 2017
|
|
2
|
|
41,131
|
|
|
11.6
|
Bridgestone HOSEPower II
|
|
July 2017
|
|
1
|
|
25,125
|
|
|
11.8
|
FedEx Ground X
|
|
July 2017
|
|
1
|
|
141,803
|
|
|
9.5
|
Chili's III
|
|
Aug. 2017
|
|
1
|
|
5,742
|
|
|
9.8
|
FedEx Ground XI
|
|
Sept. 2017
|
|
1
|
|
29,246
|
|
|
9.5
|
Hardee's I
|
|
Sept. 2017
|
|
4
|
|
13,455
|
|
|
19.8
|
Tractor Supply IV
|
|
Oct. 2017
|
|
2
|
|
51,030
|
|
|
8.9
|
Circle K II
|
|
Nov. 2017
|
|
6
|
|
20,068
|
|
|
19.5
|
Sonic Drive In II
|
|
Nov. 2017
|
|
20
|
|
30,627
|
|
|
19.9
|
Bridgestone HOSEPower III
|
|
Dec. 2017
|
|
1
|
|
20,859
|
|
|
12.5
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease
Term
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540
|
|
19,429,022
|
|
|
8.1
|
(1)
|
Remaining lease term in years as of
December 31, 2017
. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated on a weighted-average basis.
|
(2)
|
Includes certain of the 41 properties operated by SunTrust which had lease terms set to expire between
December 31, 2017
and March 31, 2018, comprising 0.3 million rentable square feet. As of
December 31, 2017
, these properties were either being marketed for sale, subject to a non-binding LOI or subject to a definitive PSA. There can be no guarantee that these properties will be sold on the terms contemplated by any applicable LOI or PSA, or at all.
|
State
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Rentable Square Foot %
|
|
Annualized Rental
Income
(1)
|
|
Annualized Rental
Income %
|
|||||
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|||||
Alabama
|
|
13
|
|
2,512,353
|
|
|
12.9
|
%
|
|
$
|
16,373
|
|
|
6.8
|
%
|
Arkansas
|
|
6
|
|
54,620
|
|
|
0.3
|
%
|
|
662
|
|
|
0.3
|
%
|
|
Colorado
|
|
3
|
|
25,130
|
|
|
0.1
|
%
|
|
504
|
|
|
0.2
|
%
|
|
Connecticut
|
|
2
|
|
84,045
|
|
|
0.4
|
%
|
|
1,640
|
|
|
0.7
|
%
|
|
Delaware
|
|
1
|
|
4,993
|
|
|
—
|
%
|
|
176
|
|
|
0.1
|
%
|
|
District of Columbia
|
|
1
|
|
2,745
|
|
|
—
|
%
|
|
235
|
|
|
0.1
|
%
|
|
Florida
|
|
78
|
|
1,225,657
|
|
|
6.3
|
%
|
|
20,574
|
|
|
8.5
|
%
|
|
Georgia
|
|
55
|
|
1,776,007
|
|
|
9.1
|
%
|
|
18,197
|
|
|
7.5
|
%
|
|
Idaho
|
|
2
|
|
13,040
|
|
|
0.1
|
%
|
|
298
|
|
|
0.1
|
%
|
|
Illinois
|
|
34
|
|
678,484
|
|
|
3.5
|
%
|
|
9,226
|
|
|
3.8
|
%
|
|
Indiana
|
|
8
|
|
47,025
|
|
|
0.2
|
%
|
|
1,011
|
|
|
0.4
|
%
|
|
Iowa
|
|
6
|
|
126,710
|
|
|
0.7
|
%
|
|
1,485
|
|
|
0.6
|
%
|
|
Kansas
|
|
1
|
|
239,492
|
|
|
1.2
|
%
|
|
2,404
|
|
|
1.0
|
%
|
|
Kentucky
|
|
8
|
|
511,462
|
|
|
2.6
|
%
|
|
6,864
|
|
|
2.8
|
%
|
|
Louisiana
|
|
15
|
|
269,320
|
|
|
1.4
|
%
|
|
2,937
|
|
|
1.2
|
%
|
|
Maryland
|
|
5
|
|
20,160
|
|
|
0.1
|
%
|
|
977
|
|
|
0.4
|
%
|
|
Massachusetts
|
|
6
|
|
589,381
|
|
|
3.1
|
%
|
|
6,069
|
|
|
2.6
|
%
|
|
Michigan
|
|
17
|
|
291,424
|
|
|
1.5
|
%
|
|
4,454
|
|
|
1.8
|
%
|
|
Minnesota
|
|
6
|
|
746,887
|
|
|
3.9
|
%
|
|
11,630
|
|
|
4.9
|
%
|
|
Mississippi
|
|
25
|
|
146,448
|
|
|
0.8
|
%
|
|
2,940
|
|
|
1.2
|
%
|
|
Missouri
|
|
9
|
|
546,321
|
|
|
2.8
|
%
|
|
6,409
|
|
|
2.6
|
%
|
|
Nevada
|
|
3
|
|
396,289
|
|
|
2.0
|
%
|
|
7,059
|
|
|
2.9
|
%
|
|
New Jersey
|
|
4
|
|
818,470
|
|
|
4.2
|
%
|
|
18,655
|
|
|
7.7
|
%
|
|
New Mexico
|
|
1
|
|
8,320
|
|
|
—
|
%
|
|
94
|
|
|
—
|
%
|
|
New York
|
|
10
|
|
172,328
|
|
|
0.9
|
%
|
|
2,351
|
|
|
1.0
|
%
|
|
North Carolina
|
|
41
|
|
1,834,273
|
|
|
9.5
|
%
|
|
20,642
|
|
|
8.6
|
%
|
|
North Dakota
|
|
3
|
|
170,418
|
|
|
0.9
|
%
|
|
1,222
|
|
|
0.5
|
%
|
|
Ohio
|
|
47
|
|
751,738
|
|
|
3.9
|
%
|
|
12,985
|
|
|
5.4
|
%
|
|
Oklahoma
|
|
5
|
|
798,686
|
|
|
4.1
|
%
|
|
6,855
|
|
|
2.8
|
%
|
|
Pennsylvania
|
|
18
|
|
477,037
|
|
|
2.5
|
%
|
|
8,554
|
|
|
3.5
|
%
|
|
Rhode Island
|
|
2
|
|
148,927
|
|
|
0.8
|
%
|
|
2,419
|
|
|
1.0
|
%
|
|
South Carolina
|
|
17
|
|
1,408,962
|
|
|
7.3
|
%
|
|
12,612
|
|
|
5.2
|
%
|
|
South Dakota
|
|
2
|
|
47,315
|
|
|
0.2
|
%
|
|
339
|
|
|
0.1
|
%
|
|
Tennessee
|
|
30
|
|
259,811
|
|
|
1.3
|
%
|
|
3,937
|
|
|
1.6
|
%
|
|
Texas
|
|
23
|
|
1,055,385
|
|
|
5.4
|
%
|
|
15,379
|
|
|
6.3
|
%
|
|
Utah
|
|
1
|
|
395,787
|
|
|
2.0
|
%
|
|
3,397
|
|
|
1.4
|
%
|
|
Virginia
|
|
24
|
|
184,109
|
|
|
1.0
|
%
|
|
3,188
|
|
|
1.4
|
%
|
|
West Virginia
|
|
2
|
|
13,993
|
|
|
0.1
|
%
|
|
248
|
|
|
0.1
|
%
|
|
Wisconsin
|
|
4
|
|
531,664
|
|
|
2.7
|
%
|
|
6,629
|
|
|
2.7
|
%
|
|
Wyoming
|
|
2
|
|
43,806
|
|
|
0.2
|
%
|
|
583
|
|
|
0.2
|
%
|
|
Total
|
|
540
|
|
19,429,022
|
|
|
100.0
|
%
|
|
$
|
242,213
|
|
|
100.0
|
%
|
(1)
|
Annualized rental income as of
December 31, 2017
for the in-place leases in the property portfolio on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
|
(In thousands)
|
|
Future Minimum
Base Rent Payments
|
||
2018
|
|
$
|
226,031
|
|
2019
|
|
217,134
|
|
|
2020
|
|
200,437
|
|
|
2021
|
|
188,135
|
|
|
2022
|
|
176,879
|
|
|
2023
|
|
161,123
|
|
|
2024
|
|
144,385
|
|
|
2025
|
|
132,017
|
|
|
2026
|
|
121,136
|
|
|
2027
|
|
98,625
|
|
|
Thereafter
|
|
325,819
|
|
|
|
|
$
|
1,991,721
|
|
Year of Expiration
|
|
Number of
Leases
Expiring
|
|
Annualized
Rental
Income
(1)
|
|
Percent of
Portfolio
Annualized
Rental Income Expiring
|
|
Leased
Rentable
Square Feet
|
|
Percent of
Portfolio
Rentable Square
Feet Expiring
|
||||||
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
||||||
2018
|
|
69
|
|
|
$
|
6,525
|
|
|
2.7
|
%
|
|
379,758
|
|
|
2.1
|
%
|
2019
|
|
123
|
|
|
18,259
|
|
|
7.5
|
%
|
|
1,415,562
|
|
|
7.7
|
%
|
|
2020
|
|
106
|
|
|
13,552
|
|
|
5.6
|
%
|
|
1,132,955
|
|
|
6.1
|
%
|
|
2021
|
|
76
|
|
|
16,557
|
|
|
6.8
|
%
|
|
1,411,317
|
|
|
7.6
|
%
|
|
2022
|
|
73
|
|
|
10,786
|
|
|
4.5
|
%
|
|
1,100,850
|
|
|
6.0
|
%
|
|
2023
|
|
92
|
|
|
21,280
|
|
|
8.8
|
%
|
|
2,481,916
|
|
|
13.4
|
%
|
|
2024
|
|
50
|
|
|
12,860
|
|
|
5.3
|
%
|
|
936,115
|
|
|
5.1
|
%
|
|
2025
|
|
57
|
|
|
16,417
|
|
|
6.8
|
%
|
|
1,284,995
|
|
|
6.9
|
%
|
|
2026
|
|
38
|
|
|
15,516
|
|
|
6.4
|
%
|
|
1,028,410
|
|
|
5.6
|
%
|
|
2027
|
|
99
|
|
|
33,702
|
|
|
13.9
|
%
|
|
3,552,972
|
|
|
19.2
|
%
|
|
|
|
783
|
|
|
$
|
165,454
|
|
|
68.3
|
%
|
|
14,724,850
|
|
|
79.7
|
%
|
(1)
|
Annualized rental income as of
December 31, 2017
for the in-place leases in the property portfolio on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
|
Tenant
|
|
Industry
|
|
Number of Properties Occupied by Tenant
|
|
Rentable Square Feet
|
|
Rentable Square Feet as a % of Total Portfolio
|
|
Lease Expiration
|
|
Average Remaining Lease Term
(1)
|
|
Renewal Options
|
|
Annualized Rental Income
(2)
|
|
Annualized Rental Income as a % of Total Portfolio
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
||||||
SunTrust Bank
|
|
Retail Banking
|
|
183
|
|
|
1,004,626
|
|
|
5.2
|
%
|
|
Various
|
|
9.2
|
|
1 ten-year option, then 6 five-year options
|
|
$
|
27,203
|
|
|
11.2
|
%
|
(1)
|
Remaining lease term in years as of
December 31, 2017
, calculated on a weighted-average basis.
|
(2)
|
Annualized rental income as of
December 31, 2017
for the tenant’s in-place leases in the portfolio on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
|
|
|
|
|
Outstanding Loan Amount as of
|
|
Effective Interest Rate as of
|
|
|
|
|
|
|
|||||||
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|||||||
Portfolio
|
|
Encumbered Properties
|
|
2017
|
|
2016
|
|
2017
|
|
Interest Rate
|
|
Maturity
|
|
Anticipated Repayment
|
|||||
|
|
|
|
(In thousands)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|||||
SAAB Sensis I
|
|
1
|
|
$
|
7,470
|
|
|
$
|
7,841
|
|
|
5.93
|
%
|
|
Fixed
|
|
Apr. 2025
|
|
Apr. 2025
|
SunTrust Bank II
|
|
27
|
|
21,243
|
|
|
25,000
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
C&S Wholesale Grocer I
(1)
|
|
—
|
|
—
|
|
|
82,313
|
|
|
—
|
%
|
|
Fixed
|
|
Apr. 2037
|
|
Apr. 2017
|
||
SunTrust Bank III
|
|
100
|
|
79,729
|
|
|
88,567
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
SunTrust Bank IV
|
|
27
|
|
22,756
|
|
|
21,243
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
Sanofi US I
|
|
1
|
|
125,000
|
|
|
125,000
|
|
|
5.16
|
%
|
|
Fixed
|
|
Jul. 2026
|
|
Jan. 2021
|
||
Stop & Shop I
|
|
4
|
|
37,562
|
|
|
38,271
|
|
|
5.63
|
%
|
|
Fixed
|
|
Jun. 2041
|
|
Jun. 2021
|
||
Mortgage Loan I
|
|
264
|
|
638,115
|
|
|
649,532
|
|
|
4.36
|
%
|
|
Fixed
|
|
Sep. 2020
|
|
Sep. 2020
|
||
Liberty Crossing
|
|
1
|
|
11,000
|
|
|
—
|
|
|
4.66
|
%
|
|
Fixed
|
|
Jul. 2018
|
|
Jul. 2018
|
||
Tiffany Springs MarketCenter
|
|
1
|
|
33,802
|
|
|
—
|
|
|
3.92
|
%
|
|
Fixed
(3)
|
|
Oct. 2018
|
|
Oct. 2018
|
||
Shops at Shelby Crossing
|
|
1
|
|
23,002
|
|
|
—
|
|
|
4.97
|
%
|
|
Fixed
|
|
Mar. 2024
|
|
Mar. 2024
|
||
Patton Creek
|
|
1
|
|
40,858
|
|
|
—
|
|
|
5.76
|
%
|
|
Fixed
|
|
Dec. 2020
|
|
Dec. 2020
|
||
Bob Evans I
|
|
23
|
|
23,950
|
|
|
—
|
|
|
4.71
|
%
|
|
Fixed
|
|
Sep. 2037
|
|
Sep. 2027
|
||
Mortgage Loan II
|
|
12
|
|
210,000
|
|
|
—
|
|
|
4.25
|
%
|
|
Fixed
|
|
Jan. 2028
|
|
Jan. 2028
|
||
Mortgage Loan III
|
|
22
|
|
33,400
|
|
|
—
|
|
|
4.12
|
%
|
|
Fixed
|
|
Jan. 2028
|
|
Jan. 2028
|
||
Gross mortgage notes payable
|
|
485
|
|
1,307,887
|
|
|
1,037,767
|
|
|
4.62
|
%
|
(2)
|
|
|
|
|
|
||
Deferred financing costs, net of accumulated amortization
|
|
|
|
(15,182
|
)
|
|
(15,492
|
)
|
|
|
|
|
|
|
|
|
|||
Mortgage premiums, net
|
|
|
|
10,728
|
|
|
10,681
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes payable, net
|
|
|
|
$
|
1,303,433
|
|
|
$
|
1,032,956
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company paid off the full mortgage balance secured by the C&S Wholesale Grocer properties on April 19, 2017.
|
(2)
|
Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated.
|
(3)
|
Fixed as a result of entering into a swap agreement, which is included in derivatives, at fair value on the consolidated balance sheet as of
December 31, 2017
.
|
•
|
a stockholder would be able to resell his or her shares at Estimated Per-Share NAV;
|
•
|
a stockholder would ultimately realize distributions per share equal to Estimated Per-Share NAV upon liquidation of the Company’s assets and settlement of its liabilities or a sale of the Company;
|
•
|
the Company’s shares would trade at a price equal to or greater than Estimated Per-Share NAV if the shares were listed on a national securities exchange; or
|
•
|
the methodology used to establish the Estimated Per-Share NAV would be acceptable to FINRA for use on customer account statements, or that the Estimated Per-Share NAV will satisfy the applicable annual valuation requirements under ERISA and the Code with respect to employee benefit plans subject to ERISA and other retirement plans or accounts subject to Section 4975 of the Code.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Return of capital
|
|
82.7
|
%
|
|
$
|
1.22
|
|
|
76.0
|
%
|
|
$
|
1.25
|
|
|
89.9
|
%
|
|
$
|
1.48
|
|
Ordinary dividend income
|
|
17.3
|
%
|
|
0.25
|
|
|
24.0
|
%
|
|
0.40
|
|
|
10.1
|
%
|
|
0.17
|
|
|||
Total
|
|
100.0
|
%
|
|
$
|
1.47
|
|
|
100.0
|
%
|
|
$
|
1.65
|
|
|
100.0
|
%
|
|
$
|
1.65
|
|
(In thousands)
|
|
Total
Distributions
Paid
|
|
Total
Distributions
Declared
|
||||
1st Quarter, 2017
|
|
$
|
29,054
|
|
|
$
|
34,445
|
|
2nd Quarter, 2017
|
|
43,276
|
|
|
42,848
|
|
||
3rd Quarter, 2017
|
|
37,204
|
|
|
34,227
|
|
||
4th Quarter, 2017
|
|
33,978
|
|
|
34,406
|
|
||
Total
|
|
$
|
143,512
|
|
|
$
|
145,926
|
|
(In thousands)
|
|
Total
Distributions
Paid
|
|
Total
Distributions
Declared
|
||||
1st Quarter, 2016
|
|
$
|
26,767
|
|
|
$
|
26,649
|
|
2nd Quarter, 2016
|
|
27,004
|
|
|
26,783
|
|
||
3rd Quarter, 2016
|
|
27,237
|
|
|
27,279
|
|
||
4th Quarter, 2016
|
|
26,996
|
|
|
27,293
|
|
||
Total
|
|
$
|
108,004
|
|
|
$
|
108,004
|
|
•
|
it increased the number of shares of our capital stock, par value
$0.01
per share (our “Capital Stock”), available for awards thereunder from
5.0%
of our outstanding shares of Capital Stock on a fully diluted basis at any time, not exceed
3.4 million
shares of Capital Stock, to
10.0%
of our outstanding shares of Capital Stock on a fully diluted basis at any time;
|
•
|
it removed the fixed amount of shares that were automatically granted to our independent directors; and
|
•
|
it added restricted stock units (including dividend equivalent rights thereon) as a permitted form of award.
|
|
|
Number of Shares
|
|
Weighted-Average Price per Share
|
|||
Cumulative repurchases as of December 31, 2013
|
|
8,082
|
|
|
$
|
24.98
|
|
Year ended December 31, 2014
|
|
295,825
|
|
|
23.99
|
|
|
Year ended December 31, 2015
|
|
1,769,738
|
|
|
24.13
|
|
|
Year ended December 31, 2016
|
|
7,854
|
|
|
24.17
|
|
|
Year ended December 31, 2017
(1)
|
|
1,225,365
|
|
|
23.71
|
|
|
Cumulative repurchases as of December 31, 2017
|
|
3,306,864
|
|
|
$
|
23.97
|
|
|
|
Historical
|
||||||||||||||||||
|
|
December 31,
|
||||||||||||||||||
Balance sheet data
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Total real estate investments, at cost
|
|
$
|
3,510,907
|
|
|
$
|
2,024,387
|
|
|
$
|
2,218,127
|
|
|
$
|
2,218,127
|
|
|
$
|
1,147,072
|
|
Commercial mortgage loans, held for investment, net
|
|
—
|
|
|
17,175
|
|
|
17,135
|
|
|
—
|
|
|
—
|
|
|||||
Assets held for sale
|
|
4,682
|
|
|
137,602
|
|
|
56,884
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
3,296,650
|
|
|
2,064,459
|
|
|
2,237,088
|
|
|
2,224,805
|
|
|
1,347,309
|
|
|||||
Mortgage notes payable, net
|
|
1,303,433
|
|
|
1,032,956
|
|
|
1,048,474
|
|
|
487,954
|
|
|
9,098
|
|
|||||
Credit facility
|
|
95,000
|
|
|
—
|
|
|
—
|
|
|
423,000
|
|
|
—
|
|
|||||
Total liabilities
|
|
1,555,594
|
|
|
1,079,593
|
|
|
1,110,339
|
|
|
959,640
|
|
|
35,495
|
|
|||||
Total stockholders’ equity
|
|
1,741,056
|
|
|
984,866
|
|
|
1,126,749
|
|
|
1,265,165
|
|
|
1,311,814
|
|
|
|
Historical
|
||||||||||||||||||
|
|
Year Ended December 31,
|
|
Period from
January 22, 2013 (date of inception) to December 31, 2013 |
||||||||||||||||
Operating data
(In thousands, except share and per share data)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||
Total revenues
|
|
$
|
270,910
|
|
|
$
|
177,668
|
|
|
$
|
174,498
|
|
|
$
|
158,380
|
|
|
$
|
24,289
|
|
Operating expenses
|
|
272,548
|
|
|
178,287
|
|
|
141,347
|
|
|
135,477
|
|
|
47,105
|
|
|||||
Operating income (loss)
|
|
(1,638
|
)
|
|
(619
|
)
|
|
33,151
|
|
|
22,903
|
|
|
(22,816
|
)
|
|||||
Other (expense) income
|
|
(44,939
|
)
|
|
(53,636
|
)
|
|
(54,268
|
)
|
|
(24,900
|
)
|
|
2,019
|
|
|||||
Net loss
|
|
(46,577
|
)
|
|
(54,255
|
)
|
|
(21,117
|
)
|
|
(1,997
|
)
|
|
(20,797
|
)
|
|||||
Net loss attributable to non-controlling interests
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss attributable to stockholders
|
|
$
|
(46,494
|
)
|
|
$
|
(54,255
|
)
|
|
$
|
(21,117
|
)
|
|
$
|
(1,997
|
)
|
|
$
|
(20,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in) operating activities
|
|
$
|
92,464
|
|
|
$
|
73,369
|
|
|
$
|
89,458
|
|
|
$
|
99,811
|
|
|
$
|
(13,617
|
)
|
Cash flows (used in) provided by investing activities
|
|
(19,159
|
)
|
|
37,830
|
|
|
(61,718
|
)
|
|
(490,814
|
)
|
|
(1,225,532
|
)
|
|||||
Cash flows (used in) provided by financing activities
|
|
(85,156
|
)
|
|
(110,481
|
)
|
|
35,887
|
|
|
364,587
|
|
|
1,340,325
|
|
|||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted net loss per share
|
|
$
|
(0.47
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.72
|
)
|
Distributions declared per share
|
|
$
|
1.47
|
|
|
$
|
1.65
|
|
|
$
|
1.65
|
|
|
$
|
1.65
|
|
|
$
|
1.65
|
|
Basic and diluted weighted-average shares outstanding
|
|
99,649,471
|
|
|
65,450,432
|
|
|
66,028,245
|
|
|
64,333,260
|
|
|
28,954,769
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||||||||
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Annualized SLR
(1)
prior to Lease Execution/Renewal
|
|
Annualized SLR
(1)
after Execution/Renewal
|
|
Costs to execute leases
|
|
Costs to execute leases - per square foot
|
||||||||||
New leases
(2)
|
|
12
|
|
|
58,651
|
|
|
$
|
—
|
|
|
$
|
925
|
|
|
$
|
585
|
|
|
$
|
9.97
|
|
Lease renewals/amendments
(2)
|
|
69
|
|
|
1,527,746
|
|
|
28,727
|
|
|
27,465
|
|
|
7,397
|
|
|
4.84
|
|
||||
Lease terminations
|
|
(9
|
)
|
|
240,038
|
|
|
3,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Straight-line rental income.
|
(2)
|
New leases reflect leases in which a new tenant took possession of the space during the year ended
December 31, 2017
, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the term or change the rental terms of the lease during the year ended
December 31, 2017
.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||
(Dollar amounts in thousands)
|
|
Weighted-Average Carrying Value
|
|
Interest Expense
|
|
Weighted-Average Interest Rate
|
|
Weighted-Average Carrying Value
|
|
Interest Expense
|
|
Weighted-Average Interest Rate
|
||||||||||
Mortgage notes payable
|
|
$
|
1,107,683
|
|
|
$
|
52,377
|
|
|
4.68
|
%
|
|
$
|
1,045,695
|
|
|
$
|
49,814
|
|
|
4.75
|
%
|
Credit facility
|
|
$
|
194,154
|
|
|
5,462
|
|
|
2.48
|
%
|
|
$
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Amortization of deferred financing costs
|
|
|
|
6,693
|
|
|
|
|
|
|
8,650
|
|
|
|
||||||||
Amortization of mortgage premiums
|
|
|
|
(4,096
|
)
|
|
|
|
|
|
(4,211
|
)
|
|
|
||||||||
Gain on derivative instruments
|
|
|
|
(131
|
)
|
|
|
|
|
|
—
|
|
|
|
||||||||
Interest Expense
|
|
|
|
$
|
60,305
|
|
|
|
|
|
|
$
|
54,253
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||
(Dollar amounts in thousands)
|
|
Weighted-Average Carrying Value
|
|
Interest Expense
|
|
Weighted-Average Interest Rate
|
|
Weighted-Average Carrying Value
|
|
Interest Expense
|
|
Weighted-Average Interest Rate
|
||||||||||
Mortgage Notes Payable
|
|
$
|
1,045,695
|
|
|
$
|
49,814
|
|
|
4.75
|
%
|
|
$
|
715,256
|
|
|
$
|
37,754
|
|
|
5.19
|
%
|
Credit Facility
|
|
$
|
—
|
|
|
—
|
|
|
—
|
%
|
|
$
|
260,308
|
|
|
5,246
|
|
|
1.93
|
%
|
||
Amortization of deferred financing costs
|
|
|
|
8,650
|
|
|
|
|
|
|
5,099
|
|
|
|
||||||||
Amortization of mortgage premiums
|
|
|
|
(4,211
|
)
|
|
|
|
|
|
(7,208
|
)
|
|
|
||||||||
Interest Expense
|
|
|
|
$
|
54,253
|
|
|
|
|
|
|
$
|
40,891
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended December 31, 2017
|
||||||||||||||||
(In thousands)
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
|
|||||||||||
Net loss attributable to stockholders (in accordance with GAAP)
|
|
$
|
(10,717
|
)
|
|
$
|
(1,021
|
)
|
|
$
|
(15,367
|
)
|
|
$
|
(19,389
|
)
|
|
$
|
(46,494
|
)
|
Gain on sale of real estate investments
|
|
(5,222
|
)
|
|
(8,609
|
)
|
|
(264
|
)
|
|
(1,033
|
)
|
|
(15,128
|
)
|
|||||
Impairment charges
|
|
3,929
|
|
|
2,649
|
|
|
7,605
|
|
|
10,866
|
|
|
25,049
|
|
|||||
Depreciation and amortization
|
|
31,478
|
|
|
40,438
|
|
|
41,132
|
|
|
40,979
|
|
|
154,027
|
|
|||||
Proportionate share of adjustments for non-controlling interests to arrive at FFO
|
|
(31
|
)
|
|
(68
|
)
|
|
(94
|
)
|
|
(98
|
)
|
|
(291
|
)
|
|||||
FFO attributable to stockholders
|
|
19,437
|
|
|
33,389
|
|
|
33,012
|
|
|
31,325
|
|
|
117,163
|
|
|||||
Acquisition and transaction related fees and expenses
|
|
5,436
|
|
|
947
|
|
|
1,173
|
|
|
1,800
|
|
|
9,356
|
|
|||||
Amortization of market lease and other intangibles, net
|
|
(453
|
)
|
|
(1,113
|
)
|
|
(1,519
|
)
|
|
(2,088
|
)
|
|
(5,173
|
)
|
|||||
Straight-line rent
|
|
(1,572
|
)
|
|
(1,882
|
)
|
|
(2,077
|
)
|
|
(2,213
|
)
|
|
(7,744
|
)
|
|||||
Amortization of mortgage premiums on borrowings
|
|
(1,126
|
)
|
|
(928
|
)
|
|
(1,063
|
)
|
|
(979
|
)
|
|
(4,096
|
)
|
|||||
Discount accretion on investment
|
|
(6
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(25
|
)
|
|||||
Mark-to-market adjustments
|
|
(73
|
)
|
|
(7
|
)
|
|
(25
|
)
|
|
(25
|
)
|
|
(130
|
)
|
|||||
Proportionate share of adjustments for non-controlling interests to arrive at MFFO
|
|
4
|
|
|
6
|
|
|
7
|
|
|
7
|
|
|
24
|
|
|||||
MFFO attributable to stockholders
|
|
$
|
21,647
|
|
|
$
|
30,405
|
|
|
$
|
29,505
|
|
|
$
|
27,818
|
|
|
$
|
109,375
|
|
|
|
Three Months Ended
|
|
Year Ended December 31, 2017
|
|||||||||||||||||||||||||||||||
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
|
||||||||||||||||||||||||||
(In thousands)
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|||||||||||||||
Cash distributions paid to stockholders not reinvested in common stock
|
|
$
|
17,167
|
|
|
|
|
$
|
25,827
|
|
|
|
|
$
|
23,016
|
|
|
|
|
$
|
21,649
|
|
|
|
|
$
|
87,659
|
|
|
|
|||||
Cash distributions reinvested in common stock issued under the DRIP
|
|
11,887
|
|
|
|
|
17,449
|
|
|
|
|
14,188
|
|
|
|
|
12,329
|
|
|
|
|
55,853
|
|
|
|
||||||||||
Total distributions paid
|
|
$
|
29,054
|
|
|
|
|
$
|
43,276
|
|
|
|
|
$
|
37,204
|
|
|
|
|
$
|
33,978
|
|
|
|
|
$
|
143,512
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Source of distribution coverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash flows provided by operations
|
|
$
|
8,409
|
|
|
28.9
|
%
|
|
$
|
33,017
|
|
|
76.3
|
%
|
|
$
|
23,048
|
|
|
62.0
|
%
|
|
$
|
27,990
|
|
|
82.4
|
%
|
|
$
|
92,464
|
|
|
64.4
|
%
|
Cash proceeds received from common stock issued under the DRIP
|
|
—
|
|
|
—
|
%
|
|
10,259
|
|
|
23.7
|
%
|
|
14,156
|
|
|
38.0
|
%
|
|
5,988
|
|
|
17.6
|
%
|
|
30,403
|
|
|
21.2
|
%
|
|||||
Available cash on hand
(1)
|
|
20,645
|
|
|
71.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
20,645
|
|
|
14.4
|
%
|
|||||
Total sources of distributions
|
|
$
|
29,054
|
|
|
100.0
|
%
|
|
$
|
43,276
|
|
|
100.0
|
%
|
|
$
|
37,204
|
|
|
100.0
|
%
|
|
$
|
33,978
|
|
|
100.0
|
%
|
|
$
|
143,512
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash flows provided by operations (GAAP basis)
|
|
$
|
8,409
|
|
|
|
|
$
|
33,017
|
|
|
|
|
$
|
23,048
|
|
|
|
|
$
|
27,990
|
|
|
|
|
$
|
92,464
|
|
|
|
|||||
Net loss (in accordance with GAAP)
|
|
$
|
(10,730
|
)
|
|
|
|
$
|
(1,023
|
)
|
|
|
|
$
|
(15,397
|
)
|
|
|
|
$
|
(19,427
|
)
|
|
|
|
$
|
(46,577
|
)
|
|
|
(1)
|
Consists of proceeds from sale of real estate investments and proceeds from financings. See
Note 4
— Real Estate Investments
to the accompanying consolidated financial statements
for information on our sales of real estate investments,
Note 8
— Mortgage Notes Payable
of the accompanying consolidated financial statements for information on our mortgage loans outstanding and
Note 9
— Credit Facility
of the accompanying consolidated financial statements for information on amounts outstanding and availability under the Amended Credit Facility.
|
|
|
Number of Shares
|
|
Weighted-Average Price per Share
|
|||
Cumulative repurchases as of December 31, 2013
|
|
8,082
|
|
|
$
|
24.98
|
|
Year ended December 31, 2014
|
|
295,825
|
|
|
23.99
|
|
|
Year ended December 31, 2015
|
|
1,769,738
|
|
|
24.13
|
|
|
Year ended December 31, 2016
|
|
7,854
|
|
|
24.17
|
|
|
Year ended December 31, 2017
(1)
|
|
1,225,365
|
|
|
23.71
|
|
|
Cumulative repurchases as of December 31, 2017
|
|
3,306,864
|
|
|
$
|
23.97
|
|
|
|
|
|
Years Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Principal on mortgage notes payable
|
|
$
|
1,307,887
|
|
|
$
|
47,197
|
|
|
$
|
681,533
|
|
|
$
|
285,940
|
|
|
$
|
293,217
|
|
Interest on mortgage notes payable
|
|
260,036
|
|
|
59,704
|
|
|
109,745
|
|
|
31,126
|
|
|
59,461
|
|
|||||
Principal on credit facility
(1)
|
|
95,000
|
|
|
95,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on credit facility
|
|
2,327
|
|
|
2,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ground lease rental payments due
|
|
18,433
|
|
|
1,427
|
|
|
2,656
|
|
|
1,819
|
|
|
12,531
|
|
|||||
|
|
$
|
1,683,683
|
|
|
$
|
205,655
|
|
|
$
|
793,934
|
|
|
$
|
318,885
|
|
|
$
|
365,209
|
|
(1)
|
Credit facility matures on May 1, 2018.
|
Portfolio
|
|
Maturity
|
|
Anticipated Repayment
|
SunTrust Bank II
|
|
Jul. 2031
|
|
Jul. 2021
|
SunTrust Bank III
|
|
Jul. 2031
|
|
Jul. 2021
|
SunTrust Bank IV
|
|
Jul. 2031
|
|
Jul. 2021
|
Sanofi US I
|
|
Jul. 2026
|
|
Jan. 2021
|
Stop & Shop I
|
|
Jun. 2041
|
|
Jun. 2021
|
Bob Evans I
|
|
Sep. 2037
|
|
Sep. 2027
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
|
(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 issuer are being made only in accordance with authorizations of management and directors of the issuer; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the consolidated financial statements.
|
Exhibit No.
|
|
Description
|
2.1
(4)
|
|
Agreement and Plan of Merger, dated as of September 6, 2016, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., Genie Acquisition, LLC, American Realty Capital - Retail Centers of America, Inc. and American Realty Capital Retail Operating Partnership, L.P.
|
3.1
(2)
|
|
Articles of Amendment and Restatement
|
3.2
(1)
|
|
Third Amended and Restated Bylaws
|
3.3
(7)
|
|
Articles Supplementary relating to election to be subject to Section 3-803 of MGCL.
|
4.1
(4)
|
|
Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated as of September 6, 2016
|
4.2
(5)
|
|
Amendment No. 1 to Amended and Restated Limited Partnership Agreement of American Finance Operating Partnership, L.P., dated as of February 16, 2017
|
4.3
(9)
|
|
Amended and Restated Distribution Reinvestment Plan
|
4.4
(10)
|
|
First Amendment to Amended and Restated Distribution Reinvestment Plan
|
10.1
(4)
|
|
Third Amended and Restated Advisory Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
|
10.2
(4)
|
|
Amended and Restated Property Management Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc. and American Finance Properties, LLC (as assignee of American Realty Capital Retail Advisor, LLC)
|
10.3
(4)
|
|
Amended and Restated Leasing Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc. and American Finance Properties, LLC (as assignee of American Realty Capital Retail Advisor, LLC)
|
10.4
(4)
|
|
Amended and Restated Property Management and Leasing Agreement, dated as of September 6, 2016, by and among American Finance Trust, Inc., American Finance Trust Operating Partnership, L.P. and American Finance Properties, LLC
|
10.5
(1)
|
|
Amended and Restated Employee and Director Incentive Restricted Share Plan of the Company
|
10.6
(3)
|
|
Form of Restricted Stock Unit Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of American Finance Trust, Inc.
|
10.7
(1)
|
|
Indemnification Agreement by and among the Company, Peter M. Budko, Robert H. Burns, David Gong, William M. Kahane, Stanley R. Perla, Nicholas Radesca, Nicholas S. Schorsch, Edward M. Weil, Jr., American Realty Capital Advisors V, LLC, AR Capital, LLC and RCS Capital Corporation, dated December 31, 2014
|
10.8
(1)
|
|
Indemnification Agreement by and between the Company and Herbert Vederman, dated May 14, 2015
|
10.9
(2)
|
|
Indemnification Agreement by and between the Company, Donald MacKinnon, Donald R. Ramon and Andrew Winer, dated May 26, 2015
|
10.10
(2)
|
|
Indemnification Agreement by and between the Company and Lisa D. Kabnick, dated August 3, 2015
|
10.11
(6)
|
|
Agreement for Purchase and Sale of Real Property, dated as of October 12, 2016, by and between ARC DB5PROP001, LLC, American Finance Operating Partnership, L.P. and Capital Commercial Investments, Inc.
|
10.12
(6)
|
|
First Amendment to Agreement for Purchase and Sale of Real Property, dated as of November 11, 2016, by and between ARC DB5PROP001, LLC, American Finance Operating Partnership, L.P. and Capital Commercial Investments, Inc.
|
Exhibit No.
|
|
Description
|
10.13
(6)
|
|
Second Amendment to Agreement for Purchase and Sale of Real Property, dated as of November 18, 2016, by and between ARC DB5PROP001, LLC, American Finance Operating Partnership, L.P. and Capital Commercial Investments, Inc.
|
10.14
(6)
|
|
Third Amendment to Agreement for Purchase and Sale of Real Property, dated as of November 23, 2016, by and between ARC DB5PROP001, LLC, American Finance Operating Partnership, L.P. and Capital Commercial Investments, Inc.
|
10.15
(6)
|
|
Reinstatement and Fourth Amendment to Agreement for Purchase and Sale of Real Property, dated as of December 1, 2016, by and between ARC DB5PROP001, LLC, American Finance Operating Partnership, L.P. and Capital Commercial Investments, Inc.
|
10.16
(5)
|
|
Second Amendment to Amended and Restated Credit Agreement, Assumption, Joinder and Reaffirmation of Guaranties, dated as of February 16, 2017, among American Finance Operating Partnership, L.P., as successor to American Realty Capital Operating Partnership, L.P., Genie Acquisition, LLC as successor to American Realty Capital - Retail Centers of America, Inc., American Finance Trust, Inc., the guarantors party thereto, the lenders party thereto and BMO Harris Bank N.A.
|
10.17
(5)
|
|
Indemnification Agreement, dated as of February 16, 2017, by and between American Finance Trust, Inc. and Leslie D. Michelson and Edward G. Rendell
|
10.18
(7)
|
|
Indemnification Agreement between American Finance Trust, Inc. and Katie P. Kurtz
|
10.19
*
|
|
Loan Agreement dated as of December 8, 2017 among Societe Generale and UBS AG as Lenders and certain subsidiaries of American Finance Operating Partnership, LP, as Borrowers
|
10.20
*
|
|
Guaranty of Recourse Obligations dated as of December 8, 2017 by American Finance Trust, Inc. in favor of Societe Generale and UBS AG
|
10.21
*
|
|
First Amendment to Amended and Restated Property Management Agreement, dated as of December 8, 2017, by and among American Finance Trust, Inc. and American Finance Properties, LLC and certain subsidiaries of American Finance Operating Partnership, LP
|
10.22
*
|
|
Form of Property Management Agreement by and between American Finance Properties, LLC and certain subsidiaries of American Finance Operating Partnership, LP
|
21.1
*
|
|
List of Subsidiaries
|
23.1
*
|
|
Consent of KPMG LLP
|
31.1
*
|
|
Certification of the Principal Executive Officer of American Finance Trust, 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.
|
31.2
*
|
|
Certification of the Principal Financial Officer of American Finance Trust, 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.
|
32
*
|
|
Written statements of the Principal Executive Officer and Principal Financial Officer of American Finance Trust, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
99.1
(8)
|
|
Second Amended and Restated Share Repurchase Program
|
101 *
|
|
XBRL (eXtensible Business Reporting Language). The following materials from American Finance Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
|
(1)
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on May 15, 2015.
|
(2)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on August 11, 2015.
|
(3)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 11, 2016.
|
(4)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2016.
|
(5)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2017.
|
(6)
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 13, 2017.
|
(7)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 13, 2017.
|
(8)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2017.
|
(9)
|
Filed as Appendix A to the Company’s Registration Statement on Form S-3 filed with the SEC on April 1, 2016.
|
(10)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2016.
|
|
AMERICAN FINANCE TRUST, INC.
|
|
|
By:
|
/s/ EDWARD M. WEIL, JR.
|
|
|
EDWARD M. WEIL, JR.
|
|
|
CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Edward M. Weil, Jr.
|
|
Chief Executive Officer, President and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
March 16, 2018
|
Edward M. Weil, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Katie P. Kurtz
|
|
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
|
March 16, 2018
|
Katie P. Kurtz
|
|
|
|
|
|
|
|
|
|
/s/ David Gong
|
|
Lead Independent Director
|
|
March 16, 2018
|
David Gong
|
|
|
|
|
|
|
|
|
|
/s/ Stanley Perla
|
|
Independent Director
|
|
March 16, 2018
|
Stanley Perla
|
|
|
|
|
|
|
|
|
|
/s/ Lisa D. Kabnick
|
|
Independent Director
|
|
March 16, 2018
|
Lisa D. Kabnick
|
|
|
|
|
|
|
|
|
|
/s/ Leslie D. Michelson
|
|
Independent Director
|
|
March 16, 2018
|
Leslie D. Michelson
|
|
|
|
|
|
|
|
|
|
/s/ Edward G. Rendell
|
|
Independent Director
|
|
March 16, 2018
|
Edward G. Rendell
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedules:
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Real estate investments, at cost:
|
|
|
|
||||
Land
|
$
|
607,675
|
|
|
$
|
328,656
|
|
Buildings, fixtures and improvements
|
2,449,020
|
|
|
1,395,602
|
|
||
Acquired intangible lease assets
|
454,212
|
|
|
300,129
|
|
||
Total real estate investments, at cost
|
3,510,907
|
|
|
2,024,387
|
|
||
Less: accumulated depreciation and amortization
|
(408,194
|
)
|
|
(287,090
|
)
|
||
Total real estate investments, net
|
3,102,713
|
|
|
1,737,297
|
|
||
Cash and cash equivalents
|
107,666
|
|
|
131,215
|
|
||
Restricted cash
|
19,588
|
|
|
7,890
|
|
||
Commercial mortgage loan, held for investment, net
|
—
|
|
|
17,175
|
|
||
Derivative assets, at fair value
|
23
|
|
|
—
|
|
||
Deposits for real estate acquisitions
|
565
|
|
|
—
|
|
||
Prepaid expenses and other assets
|
50,859
|
|
|
29,513
|
|
||
Goodwill
|
1,605
|
|
|
—
|
|
||
Deferred costs, net
|
8,949
|
|
|
3,767
|
|
||
Assets held for sale
|
4,682
|
|
|
137,602
|
|
||
Total assets
|
$
|
3,296,650
|
|
|
$
|
2,064,459
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Mortgage notes payable, net
|
$
|
1,303,433
|
|
|
$
|
1,032,956
|
|
Credit facility
|
95,000
|
|
|
—
|
|
||
Market lease liabilities, net
|
108,772
|
|
|
13,915
|
|
||
Accounts payable and accrued expenses (including $3,169 and $910 due to related parties as of December 31, 2017 and 2016, respectively)
|
27,355
|
|
|
13,553
|
|
||
Deferred rent and other liabilities
|
9,421
|
|
|
9,970
|
|
||
Distributions payable
|
11,613
|
|
|
9,199
|
|
||
Total liabilities
|
1,555,594
|
|
|
1,079,593
|
|
||
|
|
|
|
||||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 105,172,185 and 65,805,184 shares issued and outstanding as of December 31, 2017 and 2016, respectively
|
1,052
|
|
|
658
|
|
||
Additional paid-in capital
|
2,393,237
|
|
|
1,449,662
|
|
||
Accumulated other comprehensive income
|
95
|
|
|
—
|
|
||
Accumulated deficit
|
(657,874
|
)
|
|
(465,454
|
)
|
||
Total stockholders’ equity
|
1,736,510
|
|
|
984,866
|
|
||
Non-controlling interests
|
4,546
|
|
|
—
|
|
||
Total equity
|
1,741,056
|
|
|
984,866
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,296,650
|
|
|
$
|
2,064,459
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental income
|
$
|
240,264
|
|
|
$
|
164,386
|
|
|
$
|
160,865
|
|
Operating expense reimbursements
|
29,560
|
|
|
12,232
|
|
|
11,495
|
|
|||
Interest income from debt investments
|
1,086
|
|
|
1,050
|
|
|
2,138
|
|
|||
Total revenues
|
270,910
|
|
|
177,668
|
|
|
174,498
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Asset management fees to related party
|
20,908
|
|
|
18,000
|
|
|
13,009
|
|
|||
Property operating
|
42,594
|
|
|
13,614
|
|
|
13,258
|
|
|||
Impairment charges
|
25,049
|
|
|
27,299
|
|
|
—
|
|
|||
Acquisition and transaction related
|
9,356
|
|
|
7,063
|
|
|
2,220
|
|
|||
General and administrative
|
20,614
|
|
|
11,168
|
|
|
11,314
|
|
|||
Depreciation and amortization
|
154,027
|
|
|
101,143
|
|
|
101,546
|
|
|||
Total operating expenses
|
272,548
|
|
|
178,287
|
|
|
141,347
|
|
|||
Operating income (loss)
|
(1,638
|
)
|
|
(619
|
)
|
|
33,151
|
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(60,305
|
)
|
|
(54,253
|
)
|
|
(40,891
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(7,564
|
)
|
|||
Loss on sale of commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
(1,585
|
)
|
|||
Distribution income from other real estate securities
|
—
|
|
|
—
|
|
|
363
|
|
|||
Gain on sale of other real estate securities, net
|
—
|
|
|
—
|
|
|
738
|
|
|||
Gain on sale of real estate investments
|
15,128
|
|
|
454
|
|
|
—
|
|
|||
Loss on commercial mortgage loans held for sale
|
—
|
|
|
—
|
|
|
(5,476
|
)
|
|||
Other income
|
238
|
|
|
163
|
|
|
147
|
|
|||
Total other expense, net
|
(44,939
|
)
|
|
(53,636
|
)
|
|
(54,268
|
)
|
|||
Net loss
|
(46,577
|
)
|
|
(54,255
|
)
|
|
(21,117
|
)
|
|||
Net loss attributable to non-controlling interests
|
83
|
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to stockholders
|
(46,494
|
)
|
|
(54,255
|
)
|
|
(21,117
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive gain (loss) income:
|
|
|
|
|
|
||||||
Change in unrealized gain on derivative
|
95
|
|
|
—
|
|
|
—
|
|
|||
Change in unrealized loss on investment securities
|
—
|
|
|
—
|
|
|
(463
|
)
|
|||
Other comprehensive gain (loss)
|
95
|
|
|
—
|
|
|
(463
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss attributable to stockholders
|
$
|
(46,399
|
)
|
|
$
|
(54,255
|
)
|
|
$
|
(21,580
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted weighted-average shares outstanding
|
99,649,471
|
|
|
65,450,432
|
|
|
66,028,245
|
|
|||
Basic and diluted net loss per share attributable to stockholders
|
$
|
(0.47
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
(0.32
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Number of
Shares
|
|
Par Value
|
|
Additional Paid-in
Capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
|||||||||||||||
Balance, December 31, 2014
|
65,257,954
|
|
|
$
|
653
|
|
|
$
|
1,437,147
|
|
|
$
|
463
|
|
|
$
|
(173,098
|
)
|
|
$
|
1,265,165
|
|
|
$
|
—
|
|
|
$
|
1,265,165
|
|
Common stock issued through distribution reinvestment plan
|
1,469,319
|
|
|
15
|
|
|
34,791
|
|
|
—
|
|
|
—
|
|
|
34,806
|
|
|
—
|
|
|
34,806
|
|
|||||||
Common stock repurchases
|
(1,769,738
|
)
|
|
(18
|
)
|
|
(42,695
|
)
|
|
—
|
|
|
—
|
|
|
(42,713
|
)
|
|
—
|
|
|
(42,713
|
)
|
|||||||
Share-based compensation, net of forfeitures
|
3,721
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108,980
|
)
|
|
(108,980
|
)
|
|
—
|
|
|
(108,980
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,117
|
)
|
|
(21,117
|
)
|
|
—
|
|
|
(21,117
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(463
|
)
|
|
—
|
|
|
(463
|
)
|
|
—
|
|
|
(463
|
)
|
|||||||
Balance, December 31, 2015
|
64,961,256
|
|
|
650
|
|
|
1,429,294
|
|
|
—
|
|
|
(303,195
|
)
|
|
1,126,749
|
|
|
—
|
|
|
1,126,749
|
|
|||||||
Common stock issued through distribution reinvestment plan
|
848,059
|
|
|
8
|
|
|
20,491
|
|
|
—
|
|
|
—
|
|
|
20,499
|
|
|
—
|
|
|
20,499
|
|
|||||||
Common stock repurchases
|
(7,854
|
)
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
|
(190
|
)
|
|||||||
Share-based compensation
|
3,723
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
67
|
|
|||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108,004
|
)
|
|
(108,004
|
)
|
|
—
|
|
|
(108,004
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,255
|
)
|
|
(54,255
|
)
|
|
—
|
|
|
(54,255
|
)
|
|||||||
Balance, December 31, 2016
|
65,805,184
|
|
|
658
|
|
|
1,449,662
|
|
|
—
|
|
|
(465,454
|
)
|
|
984,866
|
|
|
—
|
|
|
984,866
|
|
|||||||
Issuance of common stock
|
38,210,213
|
|
|
382
|
|
|
916,664
|
|
|
—
|
|
|
—
|
|
|
917,046
|
|
|
—
|
|
|
917,046
|
|
|||||||
Common stock issued through distribution reinvestment plan
|
2,373,256
|
|
|
24
|
|
|
55,829
|
|
|
—
|
|
|
—
|
|
|
55,853
|
|
|
—
|
|
|
55,853
|
|
|||||||
Common stock repurchases
|
(1,225,365
|
)
|
|
(12
|
)
|
|
(29,046
|
)
|
|
—
|
|
|
—
|
|
|
(29,058
|
)
|
|
—
|
|
|
(29,058
|
)
|
|||||||
Share-based compensation, net of forfeitures
|
8,897
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
|||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,926
|
)
|
|
(145,926
|
)
|
|
—
|
|
|
(145,926
|
)
|
|||||||
Issuances of operating partnership units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,887
|
|
|
4,887
|
|
|||||||
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(258
|
)
|
|
(258
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,494
|
)
|
|
(46,494
|
)
|
|
(83
|
)
|
|
(46,577
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
95
|
|
|||||||
Balance, December 31, 2017
|
105,172,185
|
|
|
$
|
1,052
|
|
|
$
|
2,393,237
|
|
|
$
|
95
|
|
|
$
|
(657,874
|
)
|
|
$
|
1,736,510
|
|
|
$
|
4,546
|
|
|
$
|
1,741,056
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(46,577
|
)
|
|
$
|
(54,255
|
)
|
|
$
|
(21,117
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
85,175
|
|
|
66,831
|
|
|
66,946
|
|
|||
Amortization of in-place lease assets
|
68,477
|
|
|
34,247
|
|
|
34,600
|
|
|||
Amortization (including accelerated write-off) of deferred costs
|
7,068
|
|
|
8,716
|
|
|
12,663
|
|
|||
Accretion of mortgage premiums on borrowings
|
(4,096
|
)
|
|
(4,211
|
)
|
|
(7,208
|
)
|
|||
Discount accretion and premium amortization on investments, net
|
(25
|
)
|
|
(40
|
)
|
|
(96
|
)
|
|||
Amortization (accretion) of market lease intangibles, net
|
(5,173
|
)
|
|
477
|
|
|
1,666
|
|
|||
Share-based compensation
|
128
|
|
|
67
|
|
|
51
|
|
|||
Gain on sale of real estate investments
|
(15,128
|
)
|
|
(454
|
)
|
|
—
|
|
|||
Impairment charges
|
25,049
|
|
|
27,299
|
|
|
—
|
|
|||
Mark-to-market adjustments
|
(130
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on sale of commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
1,585
|
|
|||
Gain on sale of other real estate securities, net
|
—
|
|
|
—
|
|
|
(738
|
)
|
|||
Loss on commercial mortgage loans held for sale
|
—
|
|
|
—
|
|
|
5,476
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Prepaid expenses and other assets
|
(5,169
|
)
|
|
(8,882
|
)
|
|
(7,878
|
)
|
|||
Accounts payable and accrued expenses
|
(7,780
|
)
|
|
3,173
|
|
|
1,177
|
|
|||
Deferred rent and other liabilities
|
(9,355
|
)
|
|
401
|
|
|
2,331
|
|
|||
Net cash provided by operating activities
|
92,464
|
|
|
73,369
|
|
|
89,458
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Origination of commercial mortgage loans
|
—
|
|
|
—
|
|
|
(79,410
|
)
|
|||
Proceeds from sale of commercial mortgage loans
|
—
|
|
|
56,884
|
|
|
—
|
|
|||
Proceeds from sale of commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
28,624
|
|
|||
Proceeds from the settlement of CMBS
|
17,200
|
|
|
—
|
|
|
—
|
|
|||
Purchase of commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
(30,198
|
)
|
|||
Capital expenditures
|
(8,917
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in real estate and other assets
|
(149,337
|
)
|
|
(34,244
|
)
|
|
—
|
|
|||
Proceeds from sale of real estate investments
|
190,801
|
|
|
15,190
|
|
|
—
|
|
|||
Deposits for real estate acquisitions
|
(565
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of other real estate securities
|
—
|
|
|
—
|
|
|
19,266
|
|
|||
Cash paid in merger transaction
|
(94,504
|
)
|
|
—
|
|
|
—
|
|
|||
Cash acquired in merger transaction
|
26,163
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(19,159
|
)
|
|
37,830
|
|
|
(61,718
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|||||
Proceeds from mortgage notes payable
|
267,350
|
|
|
—
|
|
|
780,000
|
|
|||
Payments on mortgage notes payable
|
(21,841
|
)
|
|
(1,014
|
)
|
|
(196,431
|
)
|
|||
Proceeds from credit facility
|
85,000
|
|
|
—
|
|
|
—
|
|
|||
Payments on credit facility
|
(294,000
|
)
|
|
—
|
|
|
(423,000
|
)
|
|||
Payments of financing costs
|
(4,948
|
)
|
|
(5,709
|
)
|
|
(18,806
|
)
|
|||
Common stock repurchases
|
(29,058
|
)
|
|
(16,253
|
)
|
|
(31,725
|
)
|
|||
Distributions paid
|
(87,659
|
)
|
|
(87,505
|
)
|
|
(74,151
|
)
|
|||
Net cash (used in) provided by financing activities
|
(85,156
|
)
|
|
(110,481
|
)
|
|
35,887
|
|
|||
Net change in cash, cash equivalents and restricted cash
|
(11,851
|
)
|
|
718
|
|
|
63,627
|
|
|||
Cash, cash equivalents and restricted cash, beginning of period
|
139,105
|
|
|
138,387
|
|
|
74,760
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
127,254
|
|
|
$
|
139,105
|
|
|
$
|
138,387
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
57,017
|
|
|
$
|
49,140
|
|
|
$
|
42,696
|
|
Cash paid for income taxes
|
$
|
827
|
|
|
$
|
739
|
|
|
$
|
877
|
|
Accrued common stock repurchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,063
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||||||
Equity issued in the merger transaction
|
$
|
921,930
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Credit facility assumed or used to acquire investments in real estate
|
$
|
304,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage notes payable released in connection with disposition of real estate
|
$
|
(103,041
|
)
|
|
$
|
(14,867
|
)
|
|
$
|
—
|
|
Mortgage notes payable assumed or used to acquire investments in real estate
|
$
|
127,651
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Premiums on assumed mortgage notes payable
|
$
|
4,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock issued through distribution reinvestment plan
|
$
|
55,853
|
|
|
$
|
20,499
|
|
|
$
|
34,806
|
|
Accrued capital expenditures
|
$
|
933
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
RCA
|
||
Total Consideration:
|
|
|
||
Fair value of the Cash Consideration, including redemption of fractional shares, as defined in the Merger Agreement
|
|
$
|
94,504
|
|
Fair value of the Stock Consideration
(2)
|
|
917,046
|
|
|
Fair value of the Partnership Merger Consideration
|
|
2
|
|
|
Fair value of the Class B Consideration
|
|
4,882
|
|
|
Fair value of the Total Merger Consideration
|
|
$
|
1,016,434
|
|
|
|
|
||
Assets Acquired at Fair Value
|
|
|
||
Land
|
|
$
|
282,063
|
|
Buildings, fixtures and improvements
|
|
1,079,944
|
|
|
Acquired intangible lease assets
|
|
178,634
|
|
|
Total real estate investments, at fair value
|
|
1,540,641
|
|
|
Cash and cash equivalents
|
|
21,922
|
|
|
Restricted cash
|
|
4,241
|
|
|
Prepaid expenses and other assets
(1)
|
|
18,959
|
|
|
Goodwill
(1)
|
|
1,605
|
|
|
Total assets acquired at fair value
|
|
1,587,368
|
|
|
Liabilities Assumed at Fair Value
|
|
|
||
Mortgage notes payable
|
|
127,651
|
|
|
Mortgage premiums
|
|
4,143
|
|
|
Credit facility
|
|
304,000
|
|
|
Market lease liabilities
|
|
104,840
|
|
|
Derivatives
|
|
203
|
|
|
Accounts payable and accrued expenses
|
|
21,291
|
|
|
Deferred rent and other liabilities
|
|
8,806
|
|
|
Total liabilities assumed at fair value
|
|
570,934
|
|
|
Net assets acquired
|
|
$
|
1,016,434
|
|
(1)
|
Prepaid expenses and other assets includes a measurement period adjustment of
$0.5 million
that was recognized during the third quarter of 2017. As a result, goodwill was increased by
$0.5 million
.
|
(2)
|
Valued at
$24.00
as of the date of the Merger.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Return of capital
|
|
82.7
|
%
|
|
$
|
1.22
|
|
|
76.0
|
%
|
|
$
|
1.25
|
|
|
89.9
|
%
|
|
$
|
1.48
|
|
Ordinary dividend income
|
|
17.3
|
%
|
|
0.25
|
|
|
24.0
|
%
|
|
0.40
|
|
|
10.1
|
%
|
|
0.17
|
|
|||
Total
|
|
100.0
|
%
|
|
$
|
1.47
|
|
|
100.0
|
%
|
|
$
|
1.65
|
|
|
100.0
|
%
|
|
$
|
1.65
|
|
(Dollar amounts in thousands)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||
Real estate investments, at cost:
|
|
|
|
|
||||
Land
|
|
$
|
313,423
|
|
|
$
|
1,729
|
|
Buildings, fixtures and improvements
|
|
1,176,909
|
|
|
29,664
|
|
||
Total tangible assets
|
|
1,490,332
|
|
|
31,393
|
|
||
Acquired intangibles:
(1)
|
|
|
|
|
||||
In-place leases
|
|
177,152
|
|
|
3,162
|
|
||
Above-market lease assets
|
|
22,934
|
|
|
548
|
|
||
Below-market ground lease asset
|
|
1,233
|
|
|
—
|
|
||
Above-market ground lease liability
|
|
—
|
|
|
(85
|
)
|
||
Below-market lease liabilities
|
|
(106,513
|
)
|
|
(774
|
)
|
||
Total intangible assets, net
|
|
94,806
|
|
|
2,851
|
|
||
Credit facility assumed in the Merger
|
|
(304,000
|
)
|
|
—
|
|
||
Mortgage notes payable assumed in the Merger
|
|
(127,651
|
)
|
|
—
|
|
||
Premiums on mortgage notes payable assumed in the Merger
|
|
(4,143
|
)
|
|
—
|
|
||
Other assets acquired and (liabilities assumed) in the Merger, net
|
|
16,427
|
|
|
—
|
|
||
Consideration paid for acquired real estate investments, net of liabilities assumed
|
|
$
|
1,165,771
|
|
|
$
|
34,244
|
|
Number of properties purchased
|
|
110
|
|
|
4
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place leases
|
|
$
|
421,369
|
|
|
$
|
140,085
|
|
|
$
|
281,284
|
|
|
$
|
286,548
|
|
|
$
|
95,547
|
|
|
$
|
191,001
|
|
Above-market leases
|
|
31,610
|
|
|
11,309
|
|
|
20,301
|
|
|
13,581
|
|
|
8,106
|
|
|
5,475
|
|
||||||
Below-market ground lease asset
|
|
1,233
|
|
|
28
|
|
|
1,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total acquired intangible lease assets
|
|
$
|
454,212
|
|
|
$
|
151,422
|
|
|
$
|
302,790
|
|
|
$
|
300,129
|
|
|
$
|
103,653
|
|
|
$
|
196,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market ground lease liability
|
|
$
|
85
|
|
|
$
|
3
|
|
|
$
|
82
|
|
|
$
|
85
|
|
|
$
|
1
|
|
|
$
|
84
|
|
Below-market lease liabilities
|
|
119,249
|
|
|
10,559
|
|
|
108,690
|
|
|
18,443
|
|
|
4,612
|
|
|
13,831
|
|
||||||
Total acquired intangible lease liabilities
|
|
$
|
119,334
|
|
|
$
|
10,562
|
|
|
$
|
108,772
|
|
|
$
|
18,528
|
|
|
$
|
4,613
|
|
|
$
|
13,915
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
In-place leases
|
|
$
|
68,477
|
|
|
$
|
34,247
|
|
|
$
|
34,600
|
|
Total added to depreciation and amortization
|
|
$
|
68,477
|
|
|
$
|
34,247
|
|
|
$
|
34,600
|
|
|
|
|
|
|
|
|
||||||
Above-market leases
|
|
$
|
(6,007
|
)
|
|
$
|
(2,943
|
)
|
|
$
|
(3,006
|
)
|
Below-market lease liabilities
|
|
11,212
|
|
|
2,465
|
|
|
1,340
|
|
|||
Total deducted from rental income
|
|
$
|
5,205
|
|
|
$
|
(478
|
)
|
|
$
|
(1,666
|
)
|
|
|
|
|
|
|
|
||||||
Below-market ground lease asset
|
|
$
|
(28
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Above-market ground lease liability
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Total deducted from property operating expense
|
|
$
|
(30
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
(In thousands)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
In-place leases
|
|
$
|
53,958
|
|
|
$
|
43,803
|
|
|
$
|
34,779
|
|
|
$
|
29,792
|
|
|
$
|
25,665
|
|
Total to be added to depreciation and amortization
|
|
$
|
53,958
|
|
|
$
|
43,803
|
|
|
$
|
34,779
|
|
|
$
|
29,792
|
|
|
$
|
25,665
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market leases
|
|
$
|
(4,086
|
)
|
|
$
|
(3,243
|
)
|
|
$
|
(2,422
|
)
|
|
$
|
(2,092
|
)
|
|
$
|
(1,712
|
)
|
Below-market lease liabilities
|
|
9,005
|
|
|
8,308
|
|
|
7,587
|
|
|
6,876
|
|
|
6,466
|
|
|||||
Total to be added to rental income
|
|
$
|
4,919
|
|
|
$
|
5,065
|
|
|
$
|
5,165
|
|
|
$
|
4,784
|
|
|
$
|
4,754
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Below-market ground lease asset
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
Above-market ground lease liability
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Total to be deducted from property operating expense
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands, except per share data)
|
|
2017
(1)
|
|
2016
|
||||
Pro forma revenues
|
|
$
|
293,768
|
|
|
$
|
276,972
|
|
Pro forma net loss
|
|
$
|
(38,113
|
)
|
|
$
|
(11,042
|
)
|
Basic and diluted pro forma net loss per share
|
|
$
|
(0.36
|
)
|
|
$
|
(0.11
|
)
|
(1)
|
For the
year ended December 31, 2017
, aggregate revenues and net income derived from the Company’s 2017 acquisitions (for the Company’s period of ownership) were
$121.3 million
and
$11.6 million
, respectively.
|
(In thousands)
|
|
Future Minimum
Base Rent Payments
|
||
2018
|
|
$
|
226,031
|
|
2019
|
|
217,134
|
|
|
2020
|
|
200,437
|
|
|
2021
|
|
188,135
|
|
|
2022
|
|
176,879
|
|
|
Thereafter
|
|
983,105
|
|
|
|
|
$
|
1,991,721
|
|
*
|
Tenant’s annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all properties as of the date specified.
|
*
|
State’s annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all properties as of the date specified.
|
(Dollar amounts in thousands)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Real estate investments held for sale, at cost:
|
|
|
|
|
||||
Land
|
|
$
|
1,453
|
|
|
$
|
7,225
|
|
Buildings, fixtures and improvements
|
|
4,677
|
|
|
142,798
|
|
||
Acquired intangible lease assets
|
|
1,252
|
|
|
18,145
|
|
||
Total real estate assets held for sale, at cost
|
|
7,382
|
|
|
168,168
|
|
||
Less accumulated depreciation and amortization
|
|
(2,666
|
)
|
|
(29,213
|
)
|
||
Total real estate investments held for sale, net
|
|
4,716
|
|
|
138,955
|
|
||
|
|
|
|
|
||||
Impairment charges related to properties reclassified as held for sale
|
|
(34
|
)
|
|
(1,353
|
)
|
||
Assets held for sale
|
|
$
|
4,682
|
|
|
$
|
137,602
|
|
|
|
|
|
December 31, 2016
|
|||||
Loan Type
|
|
Property Type
|
|
Par Value
|
|
Percentage
|
|||
|
|
|
|
(In thousands)
|
|
|
|||
Senior
(1)
|
|
Student Housing — Multifamily
|
|
$
|
17,200
|
|
|
100.0
|
%
|
|
|
|
|
$
|
17,200
|
|
|
100.0
|
%
|
(1)
|
This loan was repaid by the borrower during the year ended
December 31, 2017
.
|
(In thousands)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||
Beginning balance
|
|
$
|
17,175
|
|
|
$
|
17,135
|
|
Discount accretion and premium amortization
(1)
|
|
25
|
|
|
40
|
|
||
Principal repayments
|
|
(17,200
|
)
|
|
—
|
|
||
Ending balance
|
|
$
|
—
|
|
|
$
|
17,175
|
|
(1)
|
Includes amortization of capitalized origination fees and expenses.
|
(In thousands)
|
|
Amortized Cost
|
|
Sale Price
|
|
Realized Loss
|
||||||
Year Ended December 31, 2015
|
|
$
|
30,209
|
|
|
$
|
28,624
|
|
|
$
|
1,585
|
|
(In thousands)
|
|
Aggregate Cost Basis
|
|
Sale Price
|
|
Realized Gain, Net
|
||||||
Year Ended December 31, 2015
|
|
$
|
18,528
|
|
|
$
|
19,266
|
|
|
$
|
738
|
|
|
|
|
|
Outstanding Loan Amount as of
|
|
Effective Interest Rate as of
|
|
|
|
|
|
|
|||||||
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|||||||
Portfolio
|
|
Encumbered Properties
|
|
2017
|
|
2016
|
|
2017
|
|
Interest Rate
|
|
Maturity
|
|
Anticipated Repayment
|
|||||
|
|
|
|
(In thousands)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|||||
SAAB Sensis I
|
|
1
|
|
$
|
7,470
|
|
|
$
|
7,841
|
|
|
5.93
|
%
|
|
Fixed
|
|
Apr. 2025
|
|
Apr. 2025
|
SunTrust Bank II
|
|
27
|
|
21,243
|
|
|
25,000
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
C&S Wholesale Grocer I
(1)
|
|
—
|
|
—
|
|
|
82,313
|
|
|
—
|
%
|
|
Fixed
|
|
Apr. 2037
|
|
Apr. 2017
|
||
SunTrust Bank III
|
|
100
|
|
79,729
|
|
|
88,567
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
SunTrust Bank IV
|
|
27
|
|
22,756
|
|
|
21,243
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
Sanofi US I
|
|
1
|
|
125,000
|
|
|
125,000
|
|
|
5.16
|
%
|
|
Fixed
|
|
Jul. 2026
|
|
Jan. 2021
|
||
Stop & Shop I
|
|
4
|
|
37,562
|
|
|
38,271
|
|
|
5.63
|
%
|
|
Fixed
|
|
Jun. 2041
|
|
Jun. 2021
|
||
Mortgage Loan I
|
|
264
|
|
638,115
|
|
|
649,532
|
|
|
4.36
|
%
|
|
Fixed
|
|
Sep. 2020
|
|
Sep. 2020
|
||
Liberty Crossing
|
|
1
|
|
11,000
|
|
|
—
|
|
|
4.66
|
%
|
|
Fixed
|
|
Jul. 2018
|
|
Jul. 2018
|
||
Tiffany Springs MarketCenter
|
|
1
|
|
33,802
|
|
|
—
|
|
|
3.92
|
%
|
|
Fixed
(3)
|
|
Oct. 2018
|
|
Oct. 2018
|
||
Shops at Shelby Crossing
|
|
1
|
|
23,002
|
|
|
—
|
|
|
4.97
|
%
|
|
Fixed
|
|
Mar. 2024
|
|
Mar. 2024
|
||
Patton Creek
|
|
1
|
|
40,858
|
|
|
—
|
|
|
5.76
|
%
|
|
Fixed
|
|
Dec. 2020
|
|
Dec. 2020
|
||
Bob Evans I
|
|
23
|
|
23,950
|
|
|
—
|
|
|
4.71
|
%
|
|
Fixed
|
|
Sep. 2037
|
|
Sep. 2027
|
||
Mortgage Loan II
|
|
12
|
|
210,000
|
|
|
—
|
|
|
4.25
|
%
|
|
Fixed
|
|
Jan. 2028
|
|
Jan. 2028
|
||
Mortgage Loan III
|
|
22
|
|
33,400
|
|
|
—
|
|
|
4.12
|
%
|
|
Fixed
|
|
Jan. 2028
|
|
Jan. 2028
|
||
Gross mortgage notes payable
|
|
485
|
|
1,307,887
|
|
|
1,037,767
|
|
|
4.62
|
%
|
(2)
|
|
|
|
|
|
||
Deferred financing costs, net of accumulated amortization
(4)
|
|
|
|
(15,182
|
)
|
|
(15,492
|
)
|
|
|
|
|
|
|
|
|
|||
Mortgage premiums, net
|
|
|
|
10,728
|
|
|
10,681
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes payable, net
|
|
|
|
$
|
1,303,433
|
|
|
$
|
1,032,956
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company paid off the full mortgage balance secured by the C&S Wholesale Grocer properties on April 19, 2017.
|
(2)
|
Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated.
|
(3)
|
Fixed as a result of entering into a swap agreement, which is included in derivatives, at fair value on the consolidated balance sheet as of
December 31, 2017
.
|
(4)
|
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. 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 generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
|
(In thousands)
|
|
Future Principal Payments
|
||
2018
|
|
$
|
47,197
|
|
2019
|
|
2,533
|
|
|
2020
|
|
679,000
|
|
|
2021
|
|
284,870
|
|
|
2022
|
|
1,070
|
|
|
Thereafter
|
|
293,217
|
|
|
|
|
$
|
1,307,887
|
|
(In thousands)
|
|
Quoted Prices
in Active
Markets
Level 1
|
|
Significant Other
Observable
Inputs
Level 2
|
|
Significant
Unobservable
Inputs
Level 3
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired real estate investments held for sale
|
|
$
|
—
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
432
|
|
Impaired real estate investments held for use
|
|
—
|
|
|
20,434
|
|
|
10,330
|
|
|
30,764
|
|
||||
Interest rate swaps
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
20,889
|
|
|
$
|
10,330
|
|
|
$
|
31,219
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Impaired real estate investments held for sale
|
|
$
|
—
|
|
|
$
|
961
|
|
|
$
|
—
|
|
|
$
|
961
|
|
Impaired real estate Investments held for use
|
|
—
|
|
|
6,525
|
|
|
45,032
|
|
|
51,557
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
7,486
|
|
|
$
|
45,032
|
|
|
$
|
52,518
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(In thousands)
|
|
Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Gross mortgage notes payable
|
|
3
|
|
$
|
1,307,887
|
|
|
$
|
1,332,240
|
|
|
$
|
1,048,448
|
|
|
$
|
1,076,065
|
|
Credit facility
|
|
3
|
|
$
|
95,000
|
|
|
$
|
95,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial mortgage loan, held for investment
|
|
3
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,175
|
|
|
$
|
17,200
|
|
|
|
December 31, 2017
|
||||
Interest Rate Derivative
|
|
Number of
Instruments
|
|
Notional Amount
|
||
|
|
|
|
(In thousands)
|
||
Interest Rate Swap
|
|
1
|
|
$
|
34,098
|
|
(In thousands)
|
|
Balance Sheet Location
|
|
December 31, 2017
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
||
Interest Rate Swap
|
|
Derivatives, at fair value
|
|
$
|
23
|
|
(In thousands)
|
|
Year Ended December 31, 2017
|
||
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion)
|
|
$
|
56
|
|
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense
|
|
$
|
(39
|
)
|
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)
|
|
$
|
—
|
|
•
|
after one year from the purchase date —
92.5%
of the then-current
Estimated Per-Share NAV
;
|
•
|
after two years from the purchase date —
95.0%
of the then-current
Estimated Per-Share NAV
;
|
•
|
after three years from the purchase date —
97.5%
of the then-current
Estimated Per-Share NAV
; and
|
•
|
after four years from the purchase date —
100.0%
of the then-current
Estimated Per-Share NAV
.
|
|
|
Number of Shares
|
|
Weighted-Average Price per Share
|
|||
Cumulative repurchases as of December 31, 2014
|
|
303,907
|
|
|
$
|
24.01
|
|
Year ended December 31, 2015
|
|
1,769,738
|
|
|
24.13
|
|
|
Year ended December 31, 2016
|
|
7,854
|
|
|
24.17
|
|
|
Year ended December 31, 2017
|
|
1,225,365
|
|
(1)
|
23.71
|
|
|
Cumulative repurchases as of December 31, 2017
|
|
3,306,864
|
|
|
$
|
23.97
|
|
(1)
|
Excludes unapproved repurchase requests received during 2016 with respect to
5.9 million
shares for
$140.1 million
at a weighted-average price per share of
$23.65
. During the year ended December 31, 2017, following the effectiveness of the amendment and restatement of the SRP, the Company’s board of directors approved
100%
of the repurchase requests made following the death or qualifying disability of stockholders. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP.
|
(In thousands)
|
|
Future Minimum Base Rent Payments
|
||
2018
|
|
$
|
1,427
|
|
2019
|
|
1,437
|
|
|
2020
|
|
1,219
|
|
|
2021
|
|
901
|
|
|
2022
|
|
918
|
|
|
Thereafter
|
|
12,531
|
|
|
|
|
$
|
18,433
|
|
|
|
Year Ended December 31,
|
|
Payable as of December 31,
|
||||||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
One-time fees and reimbursements:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition fees and related cost reimbursements
(1)
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
1,330
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Financing coordination fees
|
|
—
|
|
|
—
|
|
|
5,850
|
|
|
—
|
|
|
—
|
|
|||||
Ongoing fees:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset management fees
|
|
20,908
|
|
|
18,000
|
|
|
13,009
|
|
|
408
|
|
|
—
|
|
|||||
Property management and leasing fees
|
|
7,167
|
|
|
—
|
|
|
—
|
|
|
1,114
|
|
|
—
|
|
|||||
Professional fees and other reimbursements
(2)
|
|
8,540
|
|
|
3,104
|
|
|
4,020
|
|
|
1,522
|
|
|
763
|
|
|||||
Distributions on Class B Units
(2)
|
|
1,551
|
|
|
1,736
|
|
|
1,573
|
|
|
116
|
|
|
147
|
|
|||||
Total related party operation fees and reimbursements
|
|
$
|
38,346
|
|
|
$
|
22,840
|
|
|
$
|
25,782
|
|
|
$
|
3,169
|
|
|
$
|
910
|
|
(1)
|
Acquisition fees and expenses from related parties of
$0.9 million
and
$0.2 million
were recognized in acquisition and transaction related expense on the consolidated statement of operations and comprehensive loss for the years ended
December 31, 2015
and
December 31, 2017
, respectively. In addition, for the years ended
December 31, 2015
, the Company capitalized
$0.4 million
of acquisition expenses to the Company’s consolidated balance sheet, which are amortized over the life of each investment using the effective interest method.
No
acquisition expenses were capitalized during the years ended
December 31, 2017
and
2016
.
|
(2)
|
These costs are included in general and administrative expense on the consolidated statements of operations and comprehensive loss.
|
•
|
the sum of (i) the “market value” (as defined in the Listing Note) of the Company’s common stock plus (ii) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Listing; and
|
•
|
the sum of (i) the gross proceeds (“Gross Proceeds”) of all public and private offerings, including issuance of the Company’s common stock pursuant to a merger or business combination (an “Offering”) plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares of common stock in an Offering, would have provided those stockholders a
6.0%
cumulative, non-compounded, pre-tax annual return (based on a 365-day year) on the Gross Proceeds.
|
•
|
it increased the number of shares of Company capital stock, par value
$0.01
per share (the “Capital Stock”), available for awards thereunder from
5.0%
of the Company’s outstanding shares of Capital Stock on a fully diluted basis at any time, not to exceed
3.4 million
shares of Capital Stock, to
10.0%
of the Company’s outstanding shares of Capital Stock on a fully diluted basis at any time;
|
•
|
it removed the fixed amount of shares that were automatically granted to the Company’s independent directors; and
|
•
|
it added restricted stock units (including dividend equivalent rights thereon) as a permitted form of award.
|
|
Number of Shares of Common Stock
|
|
Weighted-Average Issue Price
|
|||
Unvested, December 31, 2014
|
4,799
|
|
|
$
|
22.50
|
|
Granted
|
6,240
|
|
|
24.04
|
|
|
Vested
|
(1,067
|
)
|
|
22.50
|
|
|
Forfeited
|
(2,517
|
)
|
|
23.83
|
|
|
Unvested, December 31, 2015
|
7,455
|
|
|
23.34
|
|
|
Granted
|
3,723
|
|
|
24.17
|
|
|
Vested
|
(1,811
|
)
|
|
23.19
|
|
|
Unvested, December 31, 2016
|
9,367
|
|
|
23.70
|
|
|
Granted
|
8,897
|
|
|
23.59
|
|
|
Vested
|
(2,556
|
)
|
|
23.47
|
|
|
Unvested, December 31, 2017
|
15,708
|
|
|
$
|
23.67
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Basic and diluted net loss attributable to stockholders
(in thousands)
|
|
$
|
(46,494
|
)
|
|
$
|
(54,255
|
)
|
|
$
|
(21,117
|
)
|
Basic and diluted weighted-average shares outstanding
|
|
99,649,471
|
|
|
65,450,432
|
|
|
66,028,245
|
|
|||
Basic and diluted net loss per share
|
|
$
|
(0.47
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
(0.32
|
)
|
|
|
December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Unvested restricted stock
(1)
|
|
12,957
|
|
|
7,985
|
|
|
6,349
|
|
OP Units
(2)
|
|
177,962
|
|
|
90
|
|
|
90
|
|
Class B Units
|
|
1,052,420
|
|
|
1,052,420
|
|
|
953,086
|
|
Total weighted-average antidilutive common stock equivalents
|
|
1,243,339
|
|
|
1,060,495
|
|
|
959,525
|
|
(1)
|
Weighted-average number of shares of unvested restricted stock outstanding for the periods presented. There were
15,708
9,367
and
7,455
shares of unvested restricted stock outstanding as of
December 31, 2017
,
2016
and
2015
, respectively.
|
(2)
|
Weighted-average number of shares of OP Units outstanding for the periods presented. There were
203,612
,
90
and
90
OP Units outstanding as of
December 31, 2017
,
2016
and
2015
, respectively.
|
|
|
Quarters Ended
|
||||||||||||||
(In thousands, except share and per share amounts)
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
Total revenues
|
|
$
|
57,220
|
|
|
$
|
71,607
|
|
|
$
|
69,729
|
|
|
$
|
72,354
|
|
Basic and diluted net loss
|
|
$
|
(10,730
|
)
|
|
$
|
(1,023
|
)
|
|
$
|
(15,397
|
)
|
|
$
|
(19,427
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted weighted-average shares outstanding
|
|
84,652,179
|
|
|
104,140,631
|
|
|
104,545,591
|
|
|
104,982,273
|
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.13
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.18
|
)
|
|
|
Quarters Ended
|
||||||||||||||
(In thousands, except share and per share amounts)
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
Total revenues
|
|
$
|
43,786
|
|
|
$
|
44,277
|
|
|
$
|
44,758
|
|
|
$
|
44,847
|
|
Basic and diluted net loss
|
|
(5,854
|
)
|
|
(4,077
|
)
|
|
(8,729
|
)
|
|
$
|
(35,595
|
)
|
|||
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted weighted average shares outstanding
|
|
64,955,420
|
|
|
65,301,764
|
|
|
65,741,735
|
|
|
65,795,812
|
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.54
|
)
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
Dollar General I
|
|
Retail
|
|
Mission
|
|
TX
|
|
4/29/2013
|
|
—
|
|
(1)
|
142
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
949
|
|
|
212
|
|
Dollar General I
|
|
Retail
|
|
Sullivan
|
|
MO
|
|
5/3/2013
|
|
—
|
|
(1)
|
146
|
|
|
825
|
|
|
—
|
|
|
—
|
|
|
971
|
|
|
216
|
|
Walgreens I
|
|
Retail
|
|
Pine Bluff
|
|
AR
|
|
7/8/2013
|
|
—
|
|
(1)
|
159
|
|
|
3,016
|
|
|
—
|
|
|
—
|
|
|
3,175
|
|
|
814
|
|
Dollar General II
|
|
Retail
|
|
Bogalusa
|
|
LA
|
|
7/12/2013
|
|
—
|
|
(1)
|
107
|
|
|
965
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
244
|
|
Dollar General II
|
|
Retail
|
|
Donaldsonville
|
|
LA
|
|
7/12/2013
|
|
—
|
|
(1)
|
97
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
220
|
|
AutoZone I
|
|
Retail
|
|
Cut Off
|
|
LA
|
|
7/16/2013
|
|
—
|
|
(1)
|
67
|
|
|
1,282
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
|
318
|
|
Dollar General III
|
|
Retail
|
|
Athens
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
48
|
|
|
907
|
|
|
—
|
|
|
—
|
|
|
955
|
|
|
225
|
|
Dollar General III
|
|
Retail
|
|
Fowler
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
49
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
989
|
|
|
233
|
|
Dollar General III
|
|
Retail
|
|
Hudson
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
102
|
|
|
922
|
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|
229
|
|
Dollar General III
|
|
Retail
|
|
Muskegon
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
49
|
|
|
939
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|
233
|
|
Dollar General III
|
|
Retail
|
|
Reese
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
150
|
|
|
848
|
|
|
—
|
|
|
—
|
|
|
998
|
|
|
210
|
|
BSFS I
|
|
Retail
|
|
Fort Myers
|
|
FL
|
|
7/18/2013
|
|
—
|
|
(1)
|
1,215
|
|
|
1,822
|
|
|
—
|
|
|
—
|
|
|
3,037
|
|
|
467
|
|
Dollar General IV
|
|
Retail
|
|
Bainbridge
|
|
GA
|
|
7/29/2013
|
|
—
|
|
(1)
|
233
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
174
|
|
Dollar General IV
|
|
Retail
|
|
Vanleer
|
|
TN
|
|
7/29/2013
|
|
—
|
|
(1)
|
78
|
|
|
705
|
|
|
—
|
|
|
—
|
|
|
783
|
|
|
175
|
|
Tractor Supply I
|
|
Retail
|
|
Vernon
|
|
CT
|
|
8/1/2013
|
|
—
|
|
(1)
|
358
|
|
|
3,220
|
|
|
—
|
|
|
—
|
|
|
3,578
|
|
|
678
|
|
Dollar General V
|
|
Retail
|
|
Meraux
|
|
LA
|
|
8/2/2013
|
|
—
|
|
(1)
|
708
|
|
|
1,315
|
|
|
—
|
|
|
—
|
|
|
2,023
|
|
|
326
|
|
Mattress Firm I
|
|
Retail
|
|
Tallahassee
|
|
FL
|
|
8/7/2013
|
|
—
|
|
(1)
|
1,015
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
2,256
|
|
|
308
|
|
Family Dollar I
|
|
Retail
|
|
Butler
|
|
KY
|
|
8/12/2013
|
|
—
|
|
(1)
|
126
|
|
|
711
|
|
|
—
|
|
|
—
|
|
|
837
|
|
|
176
|
|
Lowe's I
|
|
Retail
|
|
Macon
|
|
GA
|
|
8/19/2013
|
|
—
|
|
(1)
|
—
|
|
|
8,420
|
|
|
—
|
|
|
—
|
|
|
8,420
|
|
|
1,717
|
|
Lowe's I
|
|
Retail
|
|
Fayetteville
|
|
NC
|
|
8/19/2013
|
|
—
|
|
|
—
|
|
|
6,422
|
|
|
—
|
|
|
—
|
|
|
6,422
|
|
|
1,312
|
|
Lowe's I
|
|
Retail
|
|
New Bern
|
|
NC
|
|
8/19/2013
|
|
—
|
|
(1)
|
1,812
|
|
|
10,269
|
|
|
—
|
|
|
—
|
|
|
12,081
|
|
|
2,098
|
|
Lowe's I
|
|
Retail
|
|
Rocky Mount
|
|
NC
|
|
8/19/2013
|
|
—
|
|
(1)
|
1,931
|
|
|
10,940
|
|
|
—
|
|
|
—
|
|
|
12,871
|
|
|
2,235
|
|
O'Reilly Auto Parts I
|
|
Retail
|
|
Manitowoc
|
|
WI
|
|
8/19/2013
|
|
—
|
|
(1)
|
85
|
|
|
761
|
|
|
—
|
|
|
—
|
|
|
846
|
|
|
185
|
|
Food Lion I
|
|
Retail
|
|
Charlotte
|
|
NC
|
|
8/19/2013
|
|
—
|
|
(1)
|
3,132
|
|
|
4,697
|
|
|
—
|
|
|
—
|
|
|
7,829
|
|
|
1,003
|
|
Lowe's I
|
|
Retail
|
|
Aiken
|
|
SC
|
|
8/21/2013
|
|
—
|
|
(1)
|
1,764
|
|
|
7,056
|
|
|
—
|
|
|
—
|
|
|
8,820
|
|
|
1,440
|
|
Family Dollar II
|
|
Retail
|
|
Danville
|
|
AR
|
|
8/22/2013
|
|
—
|
|
(1)
|
170
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
849
|
|
|
165
|
|
Walgreens II
|
|
Retail
|
|
Tucker
|
|
GA
|
|
8/23/2013
|
|
—
|
|
(1)
|
—
|
|
|
2,524
|
|
|
—
|
|
|
—
|
|
|
2,524
|
|
|
656
|
|
Dollar General VI
|
|
Retail
|
|
Natalbany
|
|
LA
|
|
8/23/2013
|
|
—
|
|
(1)
|
379
|
|
|
883
|
|
|
—
|
|
|
—
|
|
|
1,262
|
|
|
215
|
|
Dollar General VII
|
|
Retail
|
|
Gasburg
|
|
VA
|
|
8/23/2013
|
|
—
|
|
(1)
|
52
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
1,045
|
|
|
242
|
|
Family Dollar III
|
|
Retail
|
|
Challis
|
|
ID
|
|
8/27/2013
|
|
—
|
|
(1)
|
44
|
|
|
828
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|
201
|
|
Chili's I
|
|
Retail
|
|
Lake Jackson
|
|
TX
|
|
8/30/2013
|
|
—
|
|
(1)
|
746
|
|
|
1,741
|
|
|
—
|
|
|
—
|
|
|
2,487
|
|
|
531
|
|
Chili's I
|
|
Retail
|
|
Victoria
|
|
TX
|
|
8/30/2013
|
|
—
|
|
(1)
|
813
|
|
|
1,897
|
|
|
—
|
|
|
—
|
|
|
2,710
|
|
|
579
|
|
CVS I
|
|
Retail
|
|
Anniston
|
|
AL
|
|
8/30/2013
|
|
—
|
|
(1)
|
472
|
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
2,359
|
|
|
491
|
|
Joe's Crab Shack I
|
|
Retail
|
|
Westminster
|
|
CO
|
|
8/30/2013
|
|
—
|
|
(1)
|
1,136
|
|
|
2,650
|
|
|
—
|
|
|
—
|
|
|
3,786
|
|
|
809
|
|
Joe's Crab Shack I
|
|
Retail
|
|
Houston
|
|
TX
|
|
8/30/2013
|
|
—
|
|
(1)
|
1,169
|
|
|
2,171
|
|
|
(578
|
)
|
|
(745
|
)
|
|
2,017
|
|
|
662
|
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
Tire Kingdom I
|
|
Retail
|
|
Lake Wales
|
|
FL
|
|
9/4/2013
|
|
—
|
|
(1)
|
556
|
|
|
1,296
|
|
|
—
|
|
|
—
|
|
|
1,852
|
|
|
326
|
|
Dollar General VIII
|
|
Retail
|
|
Stanleytown
|
|
VA
|
|
9/6/2013
|
|
—
|
|
(1)
|
185
|
|
|
1,049
|
|
|
—
|
|
|
—
|
|
|
1,234
|
|
|
255
|
|
AutoZone II
|
|
Retail
|
|
Temple
|
|
GA
|
|
9/6/2013
|
|
—
|
|
(1)
|
569
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
1,423
|
|
|
208
|
|
Family Dollar IV
|
|
Retail
|
|
Oil City
|
|
LA
|
|
9/9/2013
|
|
—
|
|
(1)
|
76
|
|
|
685
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|
167
|
|
Fresenius I
|
|
Office
|
|
Montevallo
|
|
AL
|
|
9/12/2013
|
|
—
|
|
(1)
|
300
|
|
|
1,699
|
|
|
—
|
|
|
—
|
|
|
1,999
|
|
|
346
|
|
Dollar General IX
|
|
Retail
|
|
Mabelvale
|
|
AR
|
|
9/13/2013
|
|
—
|
|
(1)
|
38
|
|
|
723
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|
176
|
|
Advance Auto I
|
|
Retail
|
|
Angola
|
|
IN
|
|
9/19/2013
|
|
—
|
|
(1)
|
35
|
|
|
671
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|
160
|
|
Walgreens III
|
|
Retail
|
|
Lansing
|
|
MI
|
|
9/19/2013
|
|
—
|
|
(1)
|
216
|
|
|
4,099
|
|
|
—
|
|
|
—
|
|
|
4,315
|
|
|
1,045
|
|
CVS II
|
|
Retail
|
|
Holyoke
|
|
MA
|
|
9/19/2013
|
|
—
|
|
(1)
|
—
|
|
|
2,258
|
|
|
—
|
|
|
—
|
|
|
2,258
|
|
|
576
|
|
Arby's I
|
|
Retail
|
|
Hernando
|
|
MS
|
|
9/19/2013
|
|
—
|
|
(1)
|
624
|
|
|
1,455
|
|
|
—
|
|
|
—
|
|
|
2,079
|
|
|
435
|
|
Walgreens IV
|
|
Retail
|
|
Beaumont
|
|
TX
|
|
9/20/2013
|
|
—
|
|
(1)
|
499
|
|
|
1,995
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
|
509
|
|
Dollar General X
|
|
Retail
|
|
Greenwell Springs
|
|
LA
|
|
9/24/2013
|
|
—
|
|
(1)
|
114
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
246
|
|
National Tire & Battery I
|
|
Retail
|
|
San Antonio
|
|
TX
|
|
9/24/2013
|
|
—
|
|
(1)
|
577
|
|
|
577
|
|
|
—
|
|
|
—
|
|
|
1,154
|
|
|
142
|
|
American Express Travel Related Services I
|
|
Office
|
|
Greensboro
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,620
|
|
|
41,401
|
|
|
—
|
|
|
—
|
|
|
43,021
|
|
|
12,777
|
|
American Express Travel Related Services I
|
|
Office
|
|
Salt Lake City
|
|
UT
|
|
9/24/2013
|
|
—
|
|
(1)
|
4,150
|
|
|
32,789
|
|
|
—
|
|
|
—
|
|
|
36,939
|
|
|
10,921
|
|
AmeriCold I
|
|
Distribution
|
|
Belvidere
|
|
IL
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,170
|
|
|
17,843
|
|
|
—
|
|
|
—
|
|
|
20,013
|
|
|
4,626
|
|
AmeriCold I
|
|
Distribution
|
|
Brooklyn Park
|
|
MN
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,590
|
|
|
11,940
|
|
|
—
|
|
|
—
|
|
|
13,530
|
|
|
3,095
|
|
AmeriCold I
|
|
Distribution
|
|
Cartersville
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,640
|
|
|
14,533
|
|
|
—
|
|
|
—
|
|
|
16,173
|
|
|
3,768
|
|
AmeriCold I
|
|
Distribution
|
|
Douglas
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
750
|
|
|
7,076
|
|
|
—
|
|
|
—
|
|
|
7,826
|
|
|
1,834
|
|
AmeriCold I
|
|
Distribution
|
|
Gaffney
|
|
SC
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,360
|
|
|
5,666
|
|
|
—
|
|
|
—
|
|
|
7,026
|
|
|
1,469
|
|
AmeriCold I
|
|
Distribution
|
|
Gainesville
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,580
|
|
|
13,838
|
|
|
—
|
|
|
—
|
|
|
15,418
|
|
|
3,587
|
|
AmeriCold I
|
|
Distribution
|
|
Pendergrass
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,810
|
|
|
26,572
|
|
|
—
|
|
|
—
|
|
|
29,382
|
|
|
6,889
|
|
AmeriCold I
|
|
Distribution
|
|
Piedmont
|
|
SC
|
|
9/24/2013
|
|
—
|
|
(1)
|
3,030
|
|
|
24,067
|
|
|
—
|
|
|
—
|
|
|
27,097
|
|
|
6,239
|
|
AmeriCold I
|
|
Distribution
|
|
Zumbrota
|
|
MN
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,440
|
|
|
18,152
|
|
|
—
|
|
|
—
|
|
|
20,592
|
|
|
4,706
|
|
Home Depot I
|
|
Distribution
|
|
Valdosta
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,930
|
|
|
30,538
|
|
|
—
|
|
|
—
|
|
|
33,468
|
|
|
6,111
|
|
Home Depot I
|
|
Distribution
|
|
Birmingham
|
|
AL
|
|
9/24/2013
|
|
—
|
|
(1)
|
3,660
|
|
|
33,667
|
|
|
—
|
|
|
—
|
|
|
37,327
|
|
|
6,737
|
|
L.A. Fitness I
|
|
Retail
|
|
Houston
|
|
TX
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,540
|
|
|
8,379
|
|
|
—
|
|
|
—
|
|
|
10,919
|
|
|
1,778
|
|
New Breed Logistics I
|
|
Distribution
|
|
Hanahan
|
|
SC
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,940
|
|
|
19,171
|
|
|
—
|
|
|
—
|
|
|
22,111
|
|
|
4,970
|
|
SunTrust Bank I
|
|
Retail
|
|
Washington
|
|
DC
|
|
9/24/2013
|
|
—
|
|
(1)
|
590
|
|
|
2,366
|
|
|
—
|
|
|
—
|
|
|
2,956
|
|
|
539
|
|
SunTrust Bank I
|
|
Retail
|
|
Brooksville
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
360
|
|
|
127
|
|
|
(198
|
)
|
|
(56
|
)
|
|
233
|
|
|
26
|
|
SunTrust Bank I
|
|
Retail
|
|
Fort Pierce
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
720
|
|
|
1,434
|
|
|
(161
|
)
|
|
(248
|
)
|
|
1,745
|
|
|
327
|
|
SunTrust Bank I
|
|
Retail
|
|
New Smyrna Beach
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
740
|
|
|
2,859
|
|
|
—
|
|
|
—
|
|
|
3,599
|
|
|
651
|
|
SunTrust Bank I
|
|
Retail
|
|
Orlando
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
540
|
|
|
3,069
|
|
|
—
|
|
|
—
|
|
|
3,609
|
|
|
699
|
|
SunTrust Bank I
|
|
Retail
|
|
Orlando
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
410
|
|
|
2,078
|
|
|
—
|
|
|
—
|
|
|
2,488
|
|
|
473
|
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
SunTrust Bank I
|
|
Retail
|
|
Athens
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
610
|
|
|
1,662
|
|
|
(144
|
)
|
|
(322
|
)
|
|
1,806
|
|
|
359
|
|
SunTrust Bank I
|
|
Retail
|
|
Atlanta
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
570
|
|
|
1,152
|
|
|
—
|
|
|
—
|
|
|
1,722
|
|
|
262
|
|
SunTrust Bank I
|
|
Retail
|
|
Brunswick
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
80
|
|
|
249
|
|
|
(8
|
)
|
|
(19
|
)
|
|
302
|
|
|
57
|
|
SunTrust Bank I
|
|
Retail
|
|
Dunwoody
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
460
|
|
|
2,714
|
|
|
(163
|
)
|
|
(768
|
)
|
|
2,243
|
|
|
591
|
|
SunTrust Bank I
|
|
Retail
|
|
Thomson
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
480
|
|
|
1,015
|
|
|
—
|
|
|
—
|
|
|
1,495
|
|
|
231
|
|
SunTrust Bank I
|
|
Retail
|
|
Waycross
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
300
|
|
|
1,425
|
|
|
—
|
|
|
—
|
|
|
1,725
|
|
|
324
|
|
SunTrust Bank I
|
|
Retail
|
|
Burlington
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
200
|
|
|
497
|
|
|
(95
|
)
|
|
(187
|
)
|
|
415
|
|
|
108
|
|
SunTrust Bank I
|
|
Retail
|
|
Cary
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
370
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
1,211
|
|
|
191
|
|
SunTrust Bank I
|
|
Retail
|
|
Spencer
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
280
|
|
|
717
|
|
|
(67
|
)
|
|
(141
|
)
|
|
789
|
|
|
154
|
|
SunTrust Bank I
|
|
Retail
|
|
Stokesdale
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
230
|
|
|
581
|
|
|
—
|
|
|
—
|
|
|
811
|
|
|
132
|
|
SunTrust Bank I
|
|
Retail
|
|
Summerfield
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
210
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
815
|
|
|
138
|
|
SunTrust Bank I
|
|
Retail
|
|
Waynesville
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
200
|
|
|
874
|
|
|
—
|
|
|
—
|
|
|
1,074
|
|
|
199
|
|
SunTrust Bank I
|
|
Retail
|
|
Fountain Inn
|
|
SC
|
|
9/24/2013
|
|
—
|
|
(1)
|
290
|
|
|
1,086
|
|
|
(244
|
)
|
|
(737
|
)
|
|
395
|
|
|
216
|
|
SunTrust Bank I
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
220
|
|
|
781
|
|
|
—
|
|
|
—
|
|
|
1,001
|
|
|
178
|
|
SunTrust Bank I
|
|
Retail
|
|
Cleveland
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
170
|
|
|
461
|
|
|
(21
|
)
|
|
(47
|
)
|
|
563
|
|
|
102
|
|
SunTrust Bank I
|
|
Retail
|
|
Nashville
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
190
|
|
|
666
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|
152
|
|
SunTrust Bank I
|
|
Retail
|
|
Oak Ridge
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
500
|
|
|
1,277
|
|
|
—
|
|
|
—
|
|
|
1,777
|
|
|
291
|
|
SunTrust Bank I
|
|
Retail
|
|
Savannah
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
390
|
|
|
1,179
|
|
|
—
|
|
|
—
|
|
|
1,569
|
|
|
269
|
|
SunTrust Bank I
|
|
Retail
|
|
Doswell
|
|
VA
|
|
9/24/2013
|
|
—
|
|
(1)
|
190
|
|
|
510
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|
116
|
|
SunTrust Bank I
|
|
Retail
|
|
Nassawadox
|
|
VA
|
|
9/24/2013
|
|
—
|
|
(1)
|
70
|
|
|
484
|
|
|
(8
|
)
|
|
(47
|
)
|
|
499
|
|
|
107
|
|
SunTrust Bank I
|
|
Retail
|
|
New Market
|
|
VA
|
|
9/24/2013
|
|
—
|
|
(1)
|
330
|
|
|
948
|
|
|
—
|
|
|
—
|
|
|
1,278
|
|
|
216
|
|
SunTrust Bank I
|
|
Retail
|
|
Vinton
|
|
VA
|
|
9/24/2013
|
|
—
|
|
(1)
|
120
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|
83
|
|
Circle K I
|
|
Retail
|
|
Burlington
|
|
IA
|
|
9/25/2013
|
|
—
|
|
(1)
|
224
|
|
|
523
|
|
|
—
|
|
|
—
|
|
|
747
|
|
|
125
|
|
Circle K I
|
|
Retail
|
|
Clinton
|
|
IA
|
|
9/25/2013
|
|
—
|
|
(1)
|
334
|
|
|
779
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|
186
|
|
Circle K I
|
|
Retail
|
|
Muscatine
|
|
IA
|
|
9/25/2013
|
|
—
|
|
(1)
|
274
|
|
|
821
|
|
|
—
|
|
|
—
|
|
|
1,095
|
|
|
196
|
|
Circle K I
|
|
Retail
|
|
Aledo
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
427
|
|
|
1,709
|
|
|
—
|
|
|
—
|
|
|
2,136
|
|
|
408
|
|
Circle K I
|
|
Retail
|
|
Bloomington
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
316
|
|
|
586
|
|
|
—
|
|
|
—
|
|
|
902
|
|
|
140
|
|
Circle K I
|
|
Retail
|
|
Bloomington
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
395
|
|
|
592
|
|
|
—
|
|
|
—
|
|
|
987
|
|
|
141
|
|
Circle K I
|
|
Retail
|
|
Champaign
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
412
|
|
|
504
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|
120
|
|
Circle K I
|
|
Retail
|
|
Galesburg
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
355
|
|
|
829
|
|
|
—
|
|
|
—
|
|
|
1,184
|
|
|
198
|
|
Circle K I
|
|
Retail
|
|
Jacksonville
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
351
|
|
|
818
|
|
|
—
|
|
|
—
|
|
|
1,169
|
|
|
195
|
|
Circle K I
|
|
Retail
|
|
Jacksonville
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
316
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
113
|
|
Circle K I
|
|
Retail
|
|
Mattoon
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
608
|
|
|
1,129
|
|
|
—
|
|
|
—
|
|
|
1,737
|
|
|
270
|
|
Circle K I
|
|
Retail
|
|
Morton
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
350
|
|
|
525
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|
125
|
|
Circle K I
|
|
Retail
|
|
Paris
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
429
|
|
|
797
|
|
|
—
|
|
|
—
|
|
|
1,226
|
|
|
190
|
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
Circle K I
|
|
Retail
|
|
Staunton
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
467
|
|
|
1,867
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
|
446
|
|
Circle K I
|
|
Retail
|
|
Vandalia
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
529
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
1,512
|
|
|
235
|
|
Circle K I
|
|
Retail
|
|
Virden
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
302
|
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
288
|
|
Circle K I
|
|
Retail
|
|
Lafayette
|
|
IN
|
|
9/25/2013
|
|
—
|
|
(1)
|
401
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
178
|
|
Circle K I
|
|
Retail
|
|
Bedford
|
|
OH
|
|
9/25/2013
|
|
—
|
|
(1)
|
702
|
|
|
702
|
|
|
—
|
|
|
—
|
|
|
1,404
|
|
|
168
|
|
Circle K I
|
|
Retail
|
|
Streetsboro
|
|
OH
|
|
9/25/2013
|
|
—
|
|
(1)
|
540
|
|
|
540
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
|
129
|
|
Walgreens V
|
|
Retail
|
|
Oklahoma City
|
|
OK
|
|
9/27/2013
|
|
—
|
|
(1)
|
1,295
|
|
|
3,884
|
|
|
—
|
|
|
—
|
|
|
5,179
|
|
|
990
|
|
Walgreens VI
|
|
Retail
|
|
Gillette
|
|
WY
|
|
9/27/2013
|
|
—
|
|
(1)
|
1,198
|
|
|
2,796
|
|
|
—
|
|
|
—
|
|
|
3,994
|
|
|
713
|
|
FedEx Ground I
|
|
Distribution
|
|
Watertown
|
|
SD
|
|
9/30/2013
|
|
—
|
|
(1)
|
136
|
|
|
2,581
|
|
|
—
|
|
|
—
|
|
|
2,717
|
|
|
669
|
|
American Tire Distributors I
|
|
Distribution
|
|
Chattanooga
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
401
|
|
|
7,626
|
|
|
—
|
|
|
—
|
|
|
8,027
|
|
|
1,977
|
|
Krystal I
|
|
Retail
|
|
Jacksonville
|
|
FL
|
|
9/30/2013
|
|
—
|
|
(1)
|
533
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
1,332
|
|
|
239
|
|
Krystal I
|
|
Retail
|
|
Columbus
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
143
|
|
|
1,288
|
|
|
—
|
|
|
—
|
|
|
1,431
|
|
|
386
|
|
Krystal I
|
|
Retail
|
|
Ft. Oglethorpe
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
181
|
|
|
1,024
|
|
|
—
|
|
|
—
|
|
|
1,205
|
|
|
307
|
|
Krystal I
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
285
|
|
|
855
|
|
|
—
|
|
|
—
|
|
|
1,140
|
|
|
256
|
|
Krystal I
|
|
Retail
|
|
Cleveland
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
207
|
|
|
1,172
|
|
|
—
|
|
|
—
|
|
|
1,379
|
|
|
351
|
|
Krystal I
|
|
Retail
|
|
Madison
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
416
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
1,040
|
|
|
187
|
|
O'Charley's I
|
|
Retail
|
|
Lexington
|
|
KY
|
|
9/30/2013
|
|
—
|
|
(1)
|
409
|
|
|
955
|
|
|
—
|
|
|
—
|
|
|
1,364
|
|
|
286
|
|
O'Charley's I
|
|
Retail
|
|
Conyers
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
373
|
|
|
2,113
|
|
|
—
|
|
|
—
|
|
|
2,486
|
|
|
632
|
|
O'Charley's I
|
|
Retail
|
|
Southaven
|
|
MS
|
|
9/30/2013
|
|
—
|
|
(1)
|
836
|
|
|
1,553
|
|
|
—
|
|
|
—
|
|
|
2,389
|
|
|
465
|
|
O'Charley's I
|
|
Retail
|
|
Daphne
|
|
AL
|
|
9/30/2013
|
|
—
|
|
(1)
|
142
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
|
1,417
|
|
|
382
|
|
O'Charley's I
|
|
Retail
|
|
Kennesaw
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
142
|
|
|
1,280
|
|
|
—
|
|
|
—
|
|
|
1,422
|
|
|
383
|
|
O'Charley's I
|
|
Retail
|
|
Springfield
|
|
OH
|
|
9/30/2013
|
|
—
|
|
(1)
|
262
|
|
|
1,484
|
|
|
—
|
|
|
—
|
|
|
1,746
|
|
|
444
|
|
O'Charley's I
|
|
Retail
|
|
Murfreesboro
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
597
|
|
|
1,109
|
|
|
—
|
|
|
—
|
|
|
1,706
|
|
|
332
|
|
O'Charley's I
|
|
Retail
|
|
Mcdonough
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
335
|
|
|
1,899
|
|
|
—
|
|
|
—
|
|
|
2,234
|
|
|
568
|
|
O'Charley's I
|
|
Retail
|
|
Simpsonville
|
|
SC
|
|
9/30/2013
|
|
—
|
|
(1)
|
349
|
|
|
1,395
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
|
417
|
|
O'Charley's I
|
|
Retail
|
|
Grove City
|
|
OH
|
|
9/30/2013
|
|
—
|
|
(1)
|
387
|
|
|
1,546
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|
463
|
|
O'Charley's I
|
|
Retail
|
|
Clarksville
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
917
|
|
|
1,376
|
|
|
—
|
|
|
—
|
|
|
2,293
|
|
|
412
|
|
O'Charley's I
|
|
Retail
|
|
Champaign
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
256
|
|
|
1,449
|
|
|
—
|
|
|
—
|
|
|
1,705
|
|
|
434
|
|
O'Charley's I
|
|
Retail
|
|
Columbus
|
|
OH
|
|
9/30/2013
|
|
—
|
|
(1)
|
271
|
|
|
1,533
|
|
|
—
|
|
|
—
|
|
|
1,804
|
|
|
459
|
|
O'Charley's I
|
|
Retail
|
|
Foley
|
|
AL
|
|
9/30/2013
|
|
—
|
|
(1)
|
264
|
|
|
1,495
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
447
|
|
O'Charley's I
|
|
Retail
|
|
Corydon
|
|
IN
|
|
9/30/2013
|
|
—
|
|
(1)
|
260
|
|
|
1,473
|
|
|
—
|
|
|
—
|
|
|
1,733
|
|
|
441
|
|
O'Charley's I
|
|
Retail
|
|
Salisbury
|
|
NC
|
|
9/30/2013
|
|
—
|
|
(1)
|
439
|
|
|
1,024
|
|
|
—
|
|
|
—
|
|
|
1,463
|
|
|
307
|
|
O'Charley's I
|
|
Retail
|
|
Carrollton
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
457
|
|
|
1,067
|
|
|
—
|
|
|
—
|
|
|
1,524
|
|
|
319
|
|
O'Charley's I
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,118
|
|
|
1,367
|
|
|
—
|
|
|
—
|
|
|
2,485
|
|
|
409
|
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
O'Charley's I
|
|
Retail
|
|
Hattiesburg
|
|
MS
|
|
9/30/2013
|
|
—
|
|
(1)
|
413
|
|
|
1,651
|
|
|
—
|
|
|
—
|
|
|
2,064
|
|
|
494
|
|
O'Charley's I
|
|
Retail
|
|
Greenfield
|
|
IN
|
|
9/30/2013
|
|
—
|
|
(1)
|
507
|
|
|
1,184
|
|
|
—
|
|
|
—
|
|
|
1,691
|
|
|
354
|
|
Walgreens VII
|
|
Retail
|
|
Monroe
|
|
MI
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,149
|
|
|
2,680
|
|
|
—
|
|
|
—
|
|
|
3,829
|
|
|
683
|
|
Walgreens VII
|
|
Retail
|
|
St Louis
|
|
MO
|
|
9/30/2013
|
|
—
|
|
(1)
|
903
|
|
|
2,107
|
|
|
—
|
|
|
—
|
|
|
3,010
|
|
|
537
|
|
Walgreens VII
|
|
Retail
|
|
Rockledge
|
|
FL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,040
|
|
|
1,931
|
|
|
—
|
|
|
—
|
|
|
2,971
|
|
|
492
|
|
Walgreens VII
|
|
Retail
|
|
Florissant
|
|
MO
|
|
9/30/2013
|
|
—
|
|
(1)
|
474
|
|
|
1,422
|
|
|
—
|
|
|
—
|
|
|
1,896
|
|
|
363
|
|
Walgreens VII
|
|
Retail
|
|
Florissant
|
|
MO
|
|
9/30/2013
|
|
—
|
|
(1)
|
561
|
|
|
1,309
|
|
|
—
|
|
|
—
|
|
|
1,870
|
|
|
334
|
|
Walgreens VII
|
|
Retail
|
|
Alton
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,158
|
|
|
3,474
|
|
|
—
|
|
|
—
|
|
|
4,632
|
|
|
886
|
|
Walgreens VII
|
|
Retail
|
|
Springfield
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,319
|
|
|
3,078
|
|
|
—
|
|
|
—
|
|
|
4,397
|
|
|
785
|
|
Walgreens VII
|
|
Retail
|
|
Washington
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
964
|
|
|
2,893
|
|
|
—
|
|
|
—
|
|
|
3,857
|
|
|
738
|
|
Walgreens VII
|
|
Retail
|
|
Bloomington
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,568
|
|
|
3,659
|
|
|
—
|
|
|
—
|
|
|
5,227
|
|
|
933
|
|
Walgreens VII
|
|
Retail
|
|
Mahomet
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,432
|
|
|
2,659
|
|
|
—
|
|
|
—
|
|
|
4,091
|
|
|
678
|
|
1st Constitution Bancorp I
|
|
Retail
|
|
Hightstown
|
|
NJ
|
|
9/30/2013
|
|
—
|
|
(1)
|
260
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
1,731
|
|
|
335
|
|
Tractor Supply II
|
|
Retail
|
|
Houghton
|
|
MI
|
|
10/3/2013
|
|
—
|
|
(1)
|
204
|
|
|
1,158
|
|
|
—
|
|
|
—
|
|
|
1,362
|
|
|
235
|
|
National Tire & Battery II
|
|
Retail
|
|
Mundelein
|
|
IL
|
|
10/4/2013
|
|
—
|
|
(1)
|
—
|
|
|
1,742
|
|
|
—
|
|
|
—
|
|
|
1,742
|
|
|
429
|
|
United Healthcare I
|
|
Office
|
|
Howard (Green Bay)
|
|
WI
|
|
10/7/2013
|
|
—
|
|
(1)
|
3,805
|
|
|
47,565
|
|
|
—
|
|
|
—
|
|
|
51,370
|
|
|
5,385
|
|
Tractor Supply III
|
|
Retail
|
|
Harlan
|
|
KY
|
|
10/16/2013
|
|
—
|
|
(1)
|
248
|
|
|
2,232
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
443
|
|
Mattress Firm II
|
|
Retail
|
|
Knoxville
|
|
TN
|
|
10/18/2013
|
|
—
|
|
(1)
|
189
|
|
|
754
|
|
|
—
|
|
|
—
|
|
|
943
|
|
|
177
|
|
Dollar General XI
|
|
Retail
|
|
Greenville
|
|
MS
|
|
10/23/2013
|
|
—
|
|
(1)
|
192
|
|
|
769
|
|
|
—
|
|
|
—
|
|
|
961
|
|
|
180
|
|
Academy Sports I
|
|
Retail
|
|
Cape Girardeau
|
|
MO
|
|
10/29/2013
|
|
—
|
|
(1)
|
384
|
|
|
7,292
|
|
|
—
|
|
|
—
|
|
|
7,676
|
|
|
1,461
|
|
Talecris Plasma Resources I
|
|
Office
|
|
Eagle Pass
|
|
TX
|
|
10/29/2013
|
|
—
|
|
(1)
|
286
|
|
|
2,577
|
|
|
—
|
|
|
—
|
|
|
2,863
|
|
|
505
|
|
Amazon I
|
|
Office
|
|
Winchester
|
|
KY
|
|
10/30/2013
|
|
—
|
|
(1)
|
362
|
|
|
8,070
|
|
|
—
|
|
|
—
|
|
|
8,432
|
|
|
1,719
|
|
Fresenius II
|
|
Office
|
|
Montclair
|
|
NJ
|
|
10/31/2013
|
|
—
|
|
(1)
|
1,214
|
|
|
2,255
|
|
|
—
|
|
|
—
|
|
|
3,469
|
|
|
442
|
|
Fresenius II
|
|
Office
|
|
Sharon Hill
|
|
PA
|
|
10/31/2013
|
|
—
|
|
(1)
|
345
|
|
|
1,956
|
|
|
—
|
|
|
—
|
|
|
2,301
|
|
|
383
|
|
Dollar General XII
|
|
Retail
|
|
Le Center
|
|
MN
|
|
11/1/2013
|
|
—
|
|
(1)
|
47
|
|
|
886
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
207
|
|
Dollar General XIII
|
|
Retail
|
|
Vidor
|
|
TX
|
|
11/7/2013
|
|
—
|
|
(1)
|
46
|
|
|
875
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|
205
|
|
Advance Auto II
|
|
Retail
|
|
Bunnell
|
|
FL
|
|
11/7/2013
|
|
—
|
|
(1)
|
92
|
|
|
1,741
|
|
|
—
|
|
|
—
|
|
|
1,833
|
|
|
407
|
|
Advance Auto II
|
|
Retail
|
|
Washington
|
|
GA
|
|
11/7/2013
|
|
—
|
|
(1)
|
55
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,097
|
|
|
244
|
|
FedEx Ground II
|
|
Distribution
|
|
Leland
|
|
MS
|
|
11/12/2013
|
|
—
|
|
(1)
|
220
|
|
|
4,186
|
|
|
—
|
|
|
—
|
|
|
4,406
|
|
|
1,064
|
|
Burger King I
|
|
Retail
|
|
Algonquin
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
798
|
|
|
798
|
|
|
—
|
|
|
—
|
|
|
1,596
|
|
|
184
|
|
Burger King I
|
|
Retail
|
|
Antioch
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
706
|
|
|
471
|
|
|
—
|
|
|
—
|
|
|
1,177
|
|
|
109
|
|
Burger King I
|
|
Retail
|
|
Crystal Lake
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
541
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
773
|
|
|
54
|
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
Burger King I
|
|
Retail
|
|
Grayslake
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
582
|
|
|
476
|
|
|
—
|
|
|
—
|
|
|
1,058
|
|
|
110
|
|
Burger King I
|
|
Retail
|
|
Gurnee
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
931
|
|
|
931
|
|
|
—
|
|
|
—
|
|
|
1,862
|
|
|
215
|
|
Burger King I
|
|
Retail
|
|
McHenry
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
742
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
1,060
|
|
|
73
|
|
Burger King I
|
|
Retail
|
|
Round Lake Beach
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
1,273
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
2,315
|
|
|
241
|
|
Burger King I
|
|
Retail
|
|
Waukegan
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
611
|
|
|
611
|
|
|
—
|
|
|
—
|
|
|
1,222
|
|
|
141
|
|
Burger King I
|
|
Retail
|
|
Woodstock
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
869
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
1,159
|
|
|
67
|
|
Burger King I
|
|
Retail
|
|
Austintown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
221
|
|
|
1,251
|
|
|
—
|
|
|
—
|
|
|
1,472
|
|
|
289
|
|
Burger King I
|
|
Retail
|
|
Beavercreek
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
410
|
|
|
761
|
|
|
—
|
|
|
—
|
|
|
1,171
|
|
|
176
|
|
Burger King I
|
|
Retail
|
|
Celina
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
233
|
|
|
932
|
|
|
—
|
|
|
—
|
|
|
1,165
|
|
|
215
|
|
Burger King I
|
|
Retail
|
|
Chardon
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
332
|
|
|
497
|
|
|
—
|
|
|
—
|
|
|
829
|
|
|
115
|
|
Burger King I
|
|
Retail
|
|
Chesterland
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
320
|
|
|
747
|
|
|
—
|
|
|
—
|
|
|
1,067
|
|
|
173
|
|
Burger King I
|
|
Retail
|
|
Cortland
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
118
|
|
|
1,063
|
|
|
—
|
|
|
—
|
|
|
1,181
|
|
|
246
|
|
Burger King I
|
|
Retail
|
|
Dayton
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
464
|
|
|
862
|
|
|
—
|
|
|
—
|
|
|
1,326
|
|
|
199
|
|
Burger King I
|
|
Retail
|
|
Fairborn
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
421
|
|
|
982
|
|
|
—
|
|
|
—
|
|
|
1,403
|
|
|
227
|
|
Burger King I
|
|
Retail
|
|
Girard
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
421
|
|
|
1,264
|
|
|
—
|
|
|
—
|
|
|
1,685
|
|
|
292
|
|
Burger King I
|
|
Retail
|
|
Greenville
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
248
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
229
|
|
Burger King I
|
|
Retail
|
|
Madison
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
282
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
1,127
|
|
|
195
|
|
Burger King I
|
|
Retail
|
|
Mentor
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
196
|
|
|
786
|
|
|
—
|
|
|
—
|
|
|
982
|
|
|
181
|
|
Burger King I
|
|
Retail
|
|
Niles
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
304
|
|
|
1,214
|
|
|
—
|
|
|
—
|
|
|
1,518
|
|
|
280
|
|
Burger King I
|
|
Retail
|
|
North Royalton
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
156
|
|
|
886
|
|
|
—
|
|
|
—
|
|
|
1,042
|
|
|
205
|
|
Burger King I
|
|
Retail
|
|
Painesville
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
170
|
|
|
965
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
|
223
|
|
Burger King I
|
|
Retail
|
|
Poland
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
212
|
|
|
847
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
196
|
|
Burger King I
|
|
Retail
|
|
Ravenna
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
391
|
|
|
1,172
|
|
|
—
|
|
|
—
|
|
|
1,563
|
|
|
271
|
|
Burger King I
|
|
Retail
|
|
Salem
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
352
|
|
|
1,408
|
|
|
—
|
|
|
—
|
|
|
1,760
|
|
|
325
|
|
Burger King I
|
|
Retail
|
|
Trotwood
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
266
|
|
|
798
|
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
184
|
|
Burger King I
|
|
Retail
|
|
Twinsburg
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
458
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
196
|
|
Burger King I
|
|
Retail
|
|
Vandalia
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
182
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
910
|
|
|
168
|
|
Burger King I
|
|
Retail
|
|
Warren
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
176
|
|
|
997
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
230
|
|
Burger King I
|
|
Retail
|
|
Warren
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
168
|
|
|
1,516
|
|
|
—
|
|
|
—
|
|
|
1,684
|
|
|
350
|
|
Burger King I
|
|
Retail
|
|
Willoughby
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
394
|
|
|
920
|
|
|
—
|
|
|
—
|
|
|
1,314
|
|
|
212
|
|
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
300
|
|
|
901
|
|
|
—
|
|
|
—
|
|
|
1,201
|
|
|
208
|
|
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
186
|
|
|
1,675
|
|
|
—
|
|
|
—
|
|
|
1,861
|
|
|
387
|
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
147
|
|
|
1,324
|
|
|
—
|
|
|
—
|
|
|
1,471
|
|
|
306
|
|
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
370
|
|
|
1,481
|
|
|
—
|
|
|
—
|
|
|
1,851
|
|
|
342
|
|
Burger King I
|
|
Retail
|
|
Bethel Park
|
|
PA
|
|
11/14/2013
|
|
—
|
|
(1)
|
342
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|
976
|
|
|
147
|
|
Burger King I
|
|
Retail
|
|
North Fayette
|
|
PA
|
|
11/14/2013
|
|
—
|
|
(1)
|
463
|
|
|
1,388
|
|
|
—
|
|
|
—
|
|
|
1,851
|
|
|
321
|
|
Burger King I
|
|
Retail
|
|
North Versailles
|
|
PA
|
|
11/14/2013
|
|
—
|
|
(1)
|
553
|
|
|
1,659
|
|
|
—
|
|
|
—
|
|
|
2,212
|
|
|
383
|
|
Burger King I
|
|
Retail
|
|
Columbiana
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
581
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
1,452
|
|
|
201
|
|
Dollar General XIV
|
|
Retail
|
|
Fort Smith
|
|
AR
|
|
11/20/2013
|
|
—
|
|
(1)
|
184
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,226
|
|
|
239
|
|
Dollar General XIV
|
|
Retail
|
|
Hot Springs
|
|
AR
|
|
11/20/2013
|
|
—
|
|
(1)
|
287
|
|
|
862
|
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|
198
|
|
Dollar General XIV
|
|
Retail
|
|
Royal
|
|
AR
|
|
11/20/2013
|
|
—
|
|
(1)
|
137
|
|
|
777
|
|
|
—
|
|
|
—
|
|
|
914
|
|
|
178
|
|
Dollar General XV
|
|
Retail
|
|
Wilson
|
|
NY
|
|
11/20/2013
|
|
—
|
|
(1)
|
172
|
|
|
972
|
|
|
—
|
|
|
—
|
|
|
1,144
|
|
|
223
|
|
Mattress Firm I
|
|
Retail
|
|
McDonough
|
|
GA
|
|
11/22/2013
|
|
—
|
|
(1)
|
185
|
|
|
1,663
|
|
|
—
|
|
|
—
|
|
|
1,848
|
|
|
381
|
|
FedEx Ground III
|
|
Distribution
|
|
Bismarck
|
|
ND
|
|
11/25/2013
|
|
—
|
|
(1)
|
554
|
|
|
3,139
|
|
|
—
|
|
|
—
|
|
|
3,693
|
|
|
782
|
|
Dollar General XVI
|
|
Retail
|
|
LaFollette
|
|
TN
|
|
11/27/2013
|
|
—
|
|
(1)
|
43
|
|
|
824
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|
189
|
|
Family Dollar V
|
|
Retail
|
|
Carrollton
|
|
MO
|
|
11/27/2013
|
|
—
|
|
(1)
|
37
|
|
|
713
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
164
|
|
Walgreens VIII
|
|
Retail
|
|
Bettendorf
|
|
IA
|
|
12/6/2013
|
|
—
|
|
(1)
|
1,398
|
|
|
3,261
|
|
|
—
|
|
|
—
|
|
|
4,659
|
|
|
799
|
|
CVS III
|
|
Retail
|
|
Detroit
|
|
MI
|
|
12/10/2013
|
|
—
|
|
(1)
|
447
|
|
|
2,533
|
|
|
—
|
|
|
—
|
|
|
2,980
|
|
|
621
|
|
Family Dollar VI
|
|
Retail
|
|
Walden
|
|
CO
|
|
12/10/2013
|
|
—
|
|
(1)
|
100
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
668
|
|
|
130
|
|
Mattress Firm III
|
|
Retail
|
|
Valdosta
|
|
GA
|
|
12/17/2013
|
|
—
|
|
(1)
|
169
|
|
|
1,522
|
|
|
—
|
|
|
—
|
|
|
1,691
|
|
|
342
|
|
Arby's II
|
|
Retail
|
|
Virginia
|
|
MN
|
|
12/23/2013
|
|
—
|
|
(1)
|
117
|
|
|
1,056
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
234
|
|
Family Dollar VI
|
|
Retail
|
|
Kremmling
|
|
CO
|
|
12/23/2013
|
|
—
|
|
(1)
|
194
|
|
|
778
|
|
|
—
|
|
|
—
|
|
|
972
|
|
|
175
|
|
SAAB Sensis I
|
|
Office
|
|
Syracuse
|
|
NY
|
|
12/23/2013
|
|
7,470
|
|
|
2,516
|
|
|
12,570
|
|
|
—
|
|
|
—
|
|
|
15,086
|
|
|
1,428
|
|
Citizens Bank I
|
|
Retail
|
|
Doylestown
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
588
|
|
|
1,373
|
|
|
—
|
|
|
—
|
|
|
1,961
|
|
|
294
|
|
Citizens Bank I
|
|
Retail
|
|
Lansdale
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
531
|
|
|
1,238
|
|
|
—
|
|
|
—
|
|
|
1,769
|
|
|
265
|
|
Citizens Bank I
|
|
Retail
|
|
Lima
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
1,376
|
|
|
1,682
|
|
|
—
|
|
|
—
|
|
|
3,058
|
|
|
361
|
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
473
|
|
|
2,680
|
|
|
—
|
|
|
—
|
|
|
3,153
|
|
|
574
|
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
412
|
|
|
2,337
|
|
|
—
|
|
|
—
|
|
|
2,749
|
|
|
501
|
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
321
|
|
|
2,889
|
|
|
—
|
|
|
—
|
|
|
3,210
|
|
|
619
|
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
388
|
|
|
1,551
|
|
|
—
|
|
|
—
|
|
|
1,939
|
|
|
332
|
|
Citizens Bank I
|
|
Retail
|
|
Richboro
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
642
|
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
1,835
|
|
|
256
|
|
Citizens Bank I
|
|
Retail
|
|
Wayne
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
1,923
|
|
|
1,923
|
|
|
—
|
|
|
—
|
|
|
3,846
|
|
|
412
|
|
Walgreens IX
|
|
Retail
|
|
Waterford
|
|
MI
|
|
1/3/2014
|
|
—
|
|
(1)
|
514
|
|
|
4,531
|
|
|
(194
|
)
|
|
(1,527
|
)
|
|
3,324
|
|
|
479
|
|
SunTrust Bank II
|
|
Retail
|
|
Lakeland
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
590
|
|
|
705
|
|
|
—
|
|
|
—
|
|
|
1,295
|
|
|
96
|
|
(In thousands)
|
|
|
|
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
|||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
||||||||
SunTrust Bank II
|
|
Retail
|
|
Pensacola
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
513
|
|
|
297
|
|
|
(74
|
)
|
|
(39
|
)
|
|
697
|
|
|
40
|
|
SunTrust Bank II
|
|
Retail
|
|
Plant City
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
499
|
|
|
1,139
|
|
|
—
|
|
|
—
|
|
|
1,638
|
|
|
141
|
|
SunTrust Bank II
|
|
Retail
|
|
Vero Beach
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
825
|
|
|
2,682
|
|
|
—
|
|
|
—
|
|
|
3,507
|
|
|
299
|
|
SunTrust Bank II
|
|
Retail
|
|
Panama City
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
484
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
1,559
|
|
|
131
|
|
SunTrust Bank II
|
|
Retail
|
|
Miami
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
3,187
|
|
|
3,224
|
|
|
—
|
|
|
—
|
|
|
6,411
|
|
|
363
|
|
SunTrust Bank II
|
|
Retail
|
|
Winter Park
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
2,264
|
|
|
1,079
|
|
|
—
|
|
|
—
|
|
|
3,343
|
|
|
135
|
|
SunTrust Bank II
|
|
Retail
|
|
Seminole
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
1,329
|
|
|
3,486
|
|
|
—
|
|
|
—
|
|
|
4,815
|
|
|
381
|
|
SunTrust Bank II
|
|
Retail
|
|
Okeechobee
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
339
|
|
|
1,569
|
|
|
—
|
|
|
—
|
|
|
1,908
|
|
|
227
|
|
SunTrust Bank II
|
|
Retail
|
|
Douglasville
|
|
GA
|
|
1/8/2014
|
|
—
|
|
(2)
|
410
|
|
|
749
|
|
|
—
|
|
|
—
|
|
|
1,159
|
|
|
89
|
|
SunTrust Bank II
|
|
Retail
|
|
Duluth
|
|
GA
|
|
1/8/2014
|
|
—
|
|
(2)
|
1,081
|
|
|
2,111
|
|
|
—
|
|
|
—
|
|
|
3,192
|
|
|
238
|
|
SunTrust Bank II
|
|
Retail
|
|
Atlanta
|
|
GA
|
|
1/8/2014
|
|
—
|
|
(2)
|
1,071
|
|
|
2,293
|
|
|
—
|
|
|
—
|
|
|
3,364
|
|
|
262
|
|
SunTrust Bank II
|
|
Retail
|
|
Cockeysville
|
|
MD
|
|
1/8/2014
|
|
—
|
|
(2)
|
2,184
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
2,663
|
|
|
55
|
|
SunTrust Bank II
|
|
Retail
|
|
Apex
|
|
NC
|
|
1/8/2014
|
|
—
|
|
(2)
|
296
|
|
|
1,240
|
|
|
—
|
|
|
—
|
|
|
1,536
|
|
|
136
|
|
SunTrust Bank II
|
|
Retail
|
|
Arden
|
|
NC
|
|
1/8/2014
|
|
—
|
|
(2)
|
374
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|
30
|
|
SunTrust Bank II
|
|
Retail
|
|
Greensboro
|
|
NC
|
|
1/8/2014
|
|
—
|
|
(2)
|
326
|
|
|
633
|
|
|
—
|
|
|
—
|
|
|
959
|
|
|
74
|
|
SunTrust Bank II
|
|
Retail
|
|
Salisbury
|
|
NC
|
|
1/8/2014
|
|
—
|
|
(2)
|
264
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
557
|
|
|
45
|
|
SunTrust Bank II
|
|
Retail
|
|
Mauldin
|
|
SC
|
|
1/8/2014
|
|
—
|
|
(2)
|
542
|
|
|
704
|
|
|
—
|
|
|
—
|
|
|
1,246
|
|
|
93
|
|
SunTrust Bank II
|
|
Retail
|
|
Nashville
|
|
TN
|
|
1/8/2014
|
|
—
|
|
(2)
|
890
|
|
|
504
|
|
|
—
|
|
|
—
|
|
|
1,394
|
|
|
71
|
|
SunTrust Bank II
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
1/8/2014
|
|
—
|
|
(2)
|
358
|
|
|
564
|
|
|
—
|
|
|
—
|
|
|
922
|
|
|
67
|
|
SunTrust Bank II
|
|
Retail
|
|
East Ridge
|
|
TN
|
|
1/8/2014
|
|
—
|
|
(2)
|
276
|
|
|
475
|
|
|
—
|
|
|
—
|
|
|
751
|
|
|
63
|
|
SunTrust Bank II
|
|
Retail
|
|
Fredericksburg
|
|
VA
|
|
1/8/2014
|
|
—
|
|
(2)
|
1,623
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
2,069
|
|
|
62
|
|
SunTrust Bank II
|
|
Retail
|
|
Lynchburg
|
|
VA
|
|
1/8/2014
|
|
—
|
|
(2)
|
584
|
|
|
1,255
|
|
|
—
|
|
|
—
|
|
|
1,839
|
|
|
148
|
|
SunTrust Bank II
|
|
Retail
|
|
Chesapeake
|
|
VA
|
|
1/8/2014
|
|
—
|
|
(2)
|
490
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
1,185
|
|
|
85
|
|
SunTrust Bank II
|
|
Retail
|
|
Bushnell
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
385
|
|
|
1,216
|
|
|
—
|
|
|
—
|
|
|
1,601
|
|
|
129
|
|
Mattress Firm IV
|
|
Retail
|
|
Meridian
|
|
ID
|
|
1/9/2014
|
|
—
|
|
(1)
|
691
|
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
1,884
|
|
|
142
|
|
Dollar General XII
|
|
Retail
|
|
Sunrise Beach
|
|
MO
|
|
1/15/2014
|
|
—
|
|
(1)
|
105
|
|
|
795
|
|
|
—
|
|
|
—
|
|
|
900
|
|
|
133
|
|
FedEx Ground IV
|
|
Distribution
|
|
Council Bluffs
|
|
IA
|
|
1/24/2014
|
|
—
|
|
(1)
|
768
|
|
|
3,908
|
|
|
—
|
|
|
—
|
|
|
4,676
|
|
|
491
|
|
Mattress Firm V
|
|
Retail
|
|
Florence
|
|
AL
|
|
1/28/2014
|
|
—
|
|
(1)
|
299
|
|
|
1,478
|
|
|
—
|
|
|
—
|
|
|
1,777
|
|
|
172
|
|
Mattress Firm I
|
|
Retail
|
|
Aiken
|
|
SC
|
|
2/5/2014
|
|
—
|
|
(1)
|
426
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
1,455
|
|
|
139
|
|
Family Dollar VII
|
|
Retail
|
|
Bernice
|
|
LA
|
|
2/7/2014
|
|
—
|
|
(1)
|
51
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|
64
|
|
Aaron's I
|
|
Retail
|
|
Erie
|
|
PA
|
|
2/10/2014
|
|
—
|
|
(1)
|
126
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|
78
|
|
AutoZone III
|
|
Retail
|
|
Caro
|
|
MI
|
|
2/13/2014
|
|
—
|
|
(1)
|
135
|
|
|
855
|
|
|
—
|
|
|
—
|
|
|
990
|
|
|
97
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
C&S Wholesale Grocer I
|
|
Distribution
|
|
Hatfield (South)
|
|
MA
|
|
2/21/2014
|
|
|
|
1,420
|
|
|
14,169
|
|
|
—
|
|
|
—
|
|
|
15,589
|
|
|
1,416
|
|
||||||||
C&S Wholesale Grocer I
|
|
Distribution
|
|
Birmingham
|
|
AL
|
|
2/21/2014
|
|
—
|
|
|
4,951
|
|
|
36,894
|
|
|
—
|
|
|
—
|
|
|
41,845
|
|
|
3,633
|
|
|||||||
Advance Auto III
|
|
Retail
|
|
Taunton
|
|
MA
|
|
2/25/2014
|
|
—
|
|
(1)
|
404
|
|
|
1,148
|
|
|
—
|
|
|
—
|
|
|
1,552
|
|
|
119
|
|
|||||||
Family Dollar VIII
|
|
Retail
|
|
Dexter
|
|
NM
|
|
3/3/2014
|
|
—
|
|
(1)
|
79
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|
100
|
|
|||||||
Family Dollar VIII
|
|
Retail
|
|
Hale Center
|
|
TX
|
|
3/3/2014
|
|
—
|
|
(1)
|
111
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
735
|
|
|
84
|
|
|||||||
Family Dollar VIII
|
|
Retail
|
|
Plains
|
|
TX
|
|
3/3/2014
|
|
—
|
|
(1)
|
100
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
724
|
|
|
83
|
|
|||||||
Dollar General XVII
|
|
Retail
|
|
Tullos
|
|
LA
|
|
3/5/2014
|
|
—
|
|
(1)
|
114
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
850
|
|
|
85
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Muscle Shoals
|
|
AL
|
|
3/10/2014
|
|
—
|
|
(3)
|
242
|
|
|
1,480
|
|
|
(139
|
)
|
|
(752
|
)
|
|
831
|
|
|
173
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Sarasota
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
741
|
|
|
852
|
|
|
—
|
|
|
—
|
|
|
1,593
|
|
|
104
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Fort Meade
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
175
|
|
|
2,375
|
|
|
(101
|
)
|
|
(1,251
|
)
|
|
1,198
|
|
|
226
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Port St. Lucie
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
913
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
2,685
|
|
|
207
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Mulberry
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
406
|
|
|
753
|
|
|
—
|
|
|
—
|
|
|
1,159
|
|
|
90
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Gainesville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
458
|
|
|
2,139
|
|
|
—
|
|
|
—
|
|
|
2,597
|
|
|
229
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Gainesville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
457
|
|
|
816
|
|
|
—
|
|
|
—
|
|
|
1,273
|
|
|
99
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Gulf Breeze
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,092
|
|
|
1,569
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
|
181
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Sarasota
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
955
|
|
|
1,329
|
|
|
—
|
|
|
—
|
|
|
2,284
|
|
|
152
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Hobe Sound
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
442
|
|
|
1,521
|
|
|
(297
|
)
|
|
(927
|
)
|
|
739
|
|
|
150
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Port St. Lucie
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
996
|
|
|
872
|
|
|
(741
|
)
|
|
(584
|
)
|
|
543
|
|
|
92
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Mount Dora
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
570
|
|
|
1,933
|
|
|
—
|
|
|
—
|
|
|
2,503
|
|
|
206
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Daytona Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
376
|
|
|
1,379
|
|
|
(231
|
)
|
|
(769
|
)
|
|
755
|
|
|
139
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Lutz
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
438
|
|
|
1,477
|
|
|
—
|
|
|
—
|
|
|
1,915
|
|
|
158
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Jacksonville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
871
|
|
|
372
|
|
|
—
|
|
|
—
|
|
|
1,243
|
|
|
50
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Jacksonville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
366
|
|
|
1,136
|
|
|
—
|
|
|
—
|
|
|
1,502
|
|
|
128
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Tamarac
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
997
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
2,238
|
|
|
142
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Pompano Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
886
|
|
|
2,024
|
|
|
—
|
|
|
—
|
|
|
2,910
|
|
|
215
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
St. Cloud
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,046
|
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
2,933
|
|
|
210
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Ormond Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,047
|
|
|
1,566
|
|
|
—
|
|
|
—
|
|
|
2,613
|
|
|
186
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Daytona Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
443
|
|
|
1,586
|
|
|
—
|
|
|
—
|
|
|
2,029
|
|
|
186
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Ormond Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
854
|
|
|
1,385
|
|
|
—
|
|
|
—
|
|
|
2,239
|
|
|
159
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Ormond Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
873
|
|
|
2,235
|
|
|
—
|
|
|
—
|
|
|
3,108
|
|
|
240
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Brooksville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
460
|
|
|
954
|
|
|
(266
|
)
|
|
(498
|
)
|
|
650
|
|
|
102
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Inverness
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
867
|
|
|
2,559
|
|
|
—
|
|
|
—
|
|
|
3,426
|
|
|
284
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Indian Harbour Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
914
|
|
|
1,181
|
|
|
—
|
|
|
—
|
|
|
2,095
|
|
|
186
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Melbourne
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
772
|
|
|
1,927
|
|
|
—
|
|
|
—
|
|
|
2,699
|
|
|
214
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Orlando
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,234
|
|
|
1,125
|
|
|
—
|
|
|
—
|
|
|
2,359
|
|
|
131
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
SunTrust Bank III
|
|
Retail
|
|
Orlando
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
874
|
|
|
1,922
|
|
|
—
|
|
|
—
|
|
|
2,796
|
|
|
209
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
St. Petersburg
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
803
|
|
|
1,043
|
|
|
—
|
|
|
—
|
|
|
1,846
|
|
|
116
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Casselberry
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
609
|
|
|
2,443
|
|
|
—
|
|
|
—
|
|
|
3,052
|
|
|
263
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Rockledge
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
742
|
|
|
1,126
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|
127
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
New Port Richey
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
602
|
|
|
1,104
|
|
|
(356
|
)
|
|
(598
|
)
|
|
752
|
|
|
107
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Tampa
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
356
|
|
|
1,042
|
|
|
(210
|
)
|
|
(549
|
)
|
|
639
|
|
|
123
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Lakeland
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
927
|
|
|
1,594
|
|
|
—
|
|
|
—
|
|
|
2,521
|
|
|
210
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Ocala
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
347
|
|
|
1,336
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
|
205
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Atlanta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
3,027
|
|
|
4,873
|
|
|
—
|
|
|
—
|
|
|
7,900
|
|
|
496
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Atlanta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
4,422
|
|
|
1,559
|
|
|
—
|
|
|
—
|
|
|
5,981
|
|
|
175
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Stone Mountain
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
605
|
|
|
522
|
|
|
—
|
|
|
—
|
|
|
1,127
|
|
|
58
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Lithonia
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
212
|
|
|
770
|
|
|
—
|
|
|
—
|
|
|
982
|
|
|
87
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Union City
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
400
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
942
|
|
|
65
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Peachtree City
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
887
|
|
|
2,242
|
|
|
—
|
|
|
—
|
|
|
3,129
|
|
|
254
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Stockbridge
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
358
|
|
|
760
|
|
|
—
|
|
|
—
|
|
|
1,118
|
|
|
89
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Conyers
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
205
|
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|
1,539
|
|
|
143
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Morrow
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
400
|
|
|
1,759
|
|
|
(147
|
)
|
|
(588
|
)
|
|
1,424
|
|
|
179
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Marietta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
2,168
|
|
|
1,169
|
|
|
—
|
|
|
—
|
|
|
3,337
|
|
|
140
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Marietta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,087
|
|
|
2,056
|
|
|
—
|
|
|
—
|
|
|
3,143
|
|
|
215
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Thomson
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
91
|
|
|
719
|
|
|
(8
|
)
|
|
(58
|
)
|
|
744
|
|
|
90
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Savannah
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
224
|
|
|
1,116
|
|
|
—
|
|
|
—
|
|
|
1,340
|
|
|
123
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Savannah
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
458
|
|
|
936
|
|
|
—
|
|
|
—
|
|
|
1,394
|
|
|
124
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Macon
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
214
|
|
|
771
|
|
|
—
|
|
|
—
|
|
|
985
|
|
|
97
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Albany
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
260
|
|
|
531
|
|
|
(25
|
)
|
|
(45
|
)
|
|
721
|
|
|
81
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Sylvester
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
242
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
1,087
|
|
|
98
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Brunswick
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
384
|
|
|
888
|
|
|
(109
|
)
|
|
(225
|
)
|
|
938
|
|
|
102
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Athens
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
427
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
899
|
|
|
81
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Cartersville
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
658
|
|
|
1,734
|
|
|
(239
|
)
|
|
(568
|
)
|
|
1,585
|
|
|
181
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Cambridge
|
|
MD
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,130
|
|
|
1,265
|
|
|
(1,053
|
)
|
|
(1,068
|
)
|
|
274
|
|
|
119
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Avondale
|
|
MD
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,760
|
|
|
485
|
|
|
—
|
|
|
—
|
|
|
2,245
|
|
|
56
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Asheboro
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
458
|
|
|
774
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
|
92
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Bessemer City
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
212
|
|
|
588
|
|
|
(47
|
)
|
|
(119
|
)
|
|
634
|
|
|
62
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Charlotte
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
529
|
|
|
650
|
|
|
(388
|
)
|
|
(430
|
)
|
|
361
|
|
|
65
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Charlotte
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
563
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|
1,313
|
|
|
91
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Dunn
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
384
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
77
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
SunTrust Bank III
|
|
Retail
|
|
Durham
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
488
|
|
|
742
|
|
|
—
|
|
|
—
|
|
|
1,230
|
|
|
81
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Durham
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
284
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
70
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Greensboro
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
488
|
|
|
794
|
|
|
(273
|
)
|
|
(393
|
)
|
|
616
|
|
|
93
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Hendersonville
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
468
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
1,413
|
|
|
107
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Lenoir
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,021
|
|
|
3,980
|
|
|
—
|
|
|
—
|
|
|
5,001
|
|
|
409
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Mebane
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
500
|
|
|
887
|
|
|
—
|
|
|
—
|
|
|
1,387
|
|
|
96
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Oxford
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
530
|
|
|
1,727
|
|
|
—
|
|
|
—
|
|
|
2,257
|
|
|
180
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Winston-Salem
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
362
|
|
|
513
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|
60
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Yadkinville
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
438
|
|
|
765
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
|
83
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
377
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|
98
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
264
|
|
|
684
|
|
|
—
|
|
|
—
|
|
|
948
|
|
|
79
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
590
|
|
|
1,007
|
|
|
—
|
|
|
—
|
|
|
1,597
|
|
|
121
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
449
|
|
|
1,640
|
|
|
—
|
|
|
—
|
|
|
2,089
|
|
|
227
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Nashville
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
204
|
|
|
740
|
|
|
—
|
|
|
—
|
|
|
944
|
|
|
77
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Nashville
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,776
|
|
|
1,601
|
|
|
—
|
|
|
—
|
|
|
3,377
|
|
|
201
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Brentwood
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
885
|
|
|
1,987
|
|
|
—
|
|
|
—
|
|
|
2,872
|
|
|
216
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Brentwood
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
996
|
|
|
1,536
|
|
|
—
|
|
|
—
|
|
|
2,532
|
|
|
170
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Smyrna
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
501
|
|
|
767
|
|
|
—
|
|
|
—
|
|
|
1,268
|
|
|
96
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Murfreesboro
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
451
|
|
|
847
|
|
|
—
|
|
|
—
|
|
|
1,298
|
|
|
88
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Soddy Daisy
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
338
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
962
|
|
|
66
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Signal Mountain
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
296
|
|
|
697
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
77
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
419
|
|
|
811
|
|
|
—
|
|
|
—
|
|
|
1,230
|
|
|
87
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
191
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
526
|
|
|
37
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Morristown
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
214
|
|
|
444
|
|
|
—
|
|
|
—
|
|
|
658
|
|
|
69
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Richmond
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
153
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
466
|
|
|
41
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Richmond
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
233
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|
29
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Fairfax
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
2,835
|
|
|
1,081
|
|
|
—
|
|
|
—
|
|
|
3,916
|
|
|
117
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Lexington
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
122
|
|
|
385
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
48
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Roanoke
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
316
|
|
|
734
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
|
82
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Williamsburg
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
447
|
|
|
585
|
|
|
—
|
|
|
—
|
|
|
1,032
|
|
|
74
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Onancock
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
829
|
|
|
1,300
|
|
|
—
|
|
|
—
|
|
|
2,129
|
|
|
134
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Accomac
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
149
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|
14
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Painter
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
89
|
|
|
259
|
|
|
(14
|
)
|
|
(37
|
)
|
|
297
|
|
|
31
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Stafford
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
2,130
|
|
|
1,714
|
|
|
—
|
|
|
—
|
|
|
3,844
|
|
|
187
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Roanoke
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
753
|
|
|
1,165
|
|
|
—
|
|
|
—
|
|
|
1,918
|
|
|
134
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
SunTrust Bank III
|
|
Retail
|
|
Melbourne
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
788
|
|
|
1,888
|
|
|
—
|
|
|
—
|
|
|
2,676
|
|
|
202
|
|
|||||||
SunTrust Bank III
|
|
Retail
|
|
Richmond
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
3,141
|
|
|
7,441
|
|
|
(804
|
)
|
|
(1,722
|
)
|
|
8,056
|
|
|
879
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Lake Mary
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
1,911
|
|
|
2,849
|
|
|
—
|
|
|
—
|
|
|
4,760
|
|
|
306
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Bayonet Point
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
528
|
|
|
1,172
|
|
|
(344
|
)
|
|
(695
|
)
|
|
661
|
|
|
115
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
St. Augustine
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
489
|
|
|
2,129
|
|
|
—
|
|
|
—
|
|
|
2,618
|
|
|
227
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Deltona
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
631
|
|
|
1,512
|
|
|
(398
|
)
|
|
(862
|
)
|
|
883
|
|
|
157
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Spring Hill
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
673
|
|
|
2,550
|
|
|
—
|
|
|
—
|
|
|
3,223
|
|
|
267
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Pembroke Pines
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
1,688
|
|
|
548
|
|
|
—
|
|
|
—
|
|
|
2,236
|
|
|
75
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Palm Coast
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
447
|
|
|
1,548
|
|
|
(218
|
)
|
|
(691
|
)
|
|
1,086
|
|
|
154
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Clearwater
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
783
|
|
|
1,936
|
|
|
—
|
|
|
—
|
|
|
2,719
|
|
|
202
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Ocala
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
581
|
|
|
1,091
|
|
|
—
|
|
|
—
|
|
|
1,672
|
|
|
140
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Ocala
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
559
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|
1,309
|
|
|
108
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Chamblee
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
1,029
|
|
|
813
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|
97
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Stone Mountain
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
461
|
|
|
475
|
|
|
—
|
|
|
—
|
|
|
936
|
|
|
55
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Columbus
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
417
|
|
|
1,395
|
|
|
—
|
|
|
—
|
|
|
1,812
|
|
|
155
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Madison
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
304
|
|
|
612
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|
63
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Prince Frederick
|
|
MD
|
|
3/10/2014
|
|
—
|
|
(4)
|
2,431
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
3,371
|
|
|
113
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Charlotte
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(4)
|
651
|
|
|
444
|
|
|
—
|
|
|
—
|
|
|
1,095
|
|
|
62
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Creedmoor
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(4)
|
306
|
|
|
789
|
|
|
(128
|
)
|
|
(300
|
)
|
|
667
|
|
|
83
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Greensboro
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(4)
|
619
|
|
|
742
|
|
|
—
|
|
|
—
|
|
|
1,361
|
|
|
105
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Pittsboro
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(4)
|
61
|
|
|
510
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|
50
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Roxboro
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(4)
|
234
|
|
|
1,100
|
|
|
(67
|
)
|
|
(282
|
)
|
|
985
|
|
|
113
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Nashville
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(4)
|
1,035
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
1,780
|
|
|
81
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Johnson City
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(4)
|
174
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
467
|
|
|
43
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Gloucester
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(4)
|
154
|
|
|
2,281
|
|
|
(105
|
)
|
|
(1,389
|
)
|
|
941
|
|
|
240
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Collinsville
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(4)
|
215
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
770
|
|
|
63
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Stuart
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(4)
|
374
|
|
|
1,532
|
|
|
—
|
|
|
—
|
|
|
1,906
|
|
|
165
|
|
|||||||
SunTrust Bank IV
|
|
Retail
|
|
Douglas
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
73
|
|
|
1,248
|
|
|
—
|
|
|
—
|
|
|
1,321
|
|
|
131
|
|
|||||||
Mattress Firm I
|
|
Retail
|
|
Holland
|
|
MI
|
|
3/19/2014
|
|
—
|
|
(1)
|
507
|
|
|
1,014
|
|
|
—
|
|
|
—
|
|
|
1,521
|
|
|
127
|
|
|||||||
Dollar General XVIII
|
|
Retail
|
|
Deville
|
|
LA
|
|
3/19/2014
|
|
—
|
|
(1)
|
93
|
|
|
741
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|
84
|
|
|||||||
Sanofi US I
|
|
Office
|
|
Bridgewater
|
|
NJ
|
|
3/20/2014
|
|
125,000
|
|
|
16,009
|
|
|
194,287
|
|
|
—
|
|
|
—
|
|
|
210,296
|
|
|
19,520
|
|
|||||||
Dollar General XVII
|
|
Retail
|
|
Hornbeck
|
|
LA
|
|
3/25/2014
|
|
—
|
|
(1)
|
82
|
|
|
780
|
|
|
—
|
|
|
—
|
|
|
862
|
|
|
87
|
|
|||||||
Mattress Firm I
|
|
Retail
|
|
Saginaw
|
|
MI
|
|
4/8/2014
|
|
—
|
|
(1)
|
337
|
|
|
1,140
|
|
|
—
|
|
|
—
|
|
|
1,477
|
|
|
136
|
|
|||||||
Family Dollar IX
|
|
Retail
|
|
Fannettsburg
|
|
PA
|
|
4/8/2014
|
|
—
|
|
(1)
|
165
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
88
|
|
|||||||
Stop & Shop I
|
|
Retail
|
|
Cumberland
|
|
RI
|
|
5/8/2014
|
|
—
|
|
(1)
|
3,295
|
|
|
13,693
|
|
|
—
|
|
|
—
|
|
|
16,988
|
|
|
1,435
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
Stop & Shop I
|
|
Retail
|
|
Malden
|
|
MA
|
|
5/8/2014
|
|
|
(5)
|
4,418
|
|
|
15,195
|
|
|
—
|
|
|
—
|
|
|
19,613
|
|
|
1,441
|
|
||||||||
Stop & Shop I
|
|
Retail
|
|
Swampscott
|
|
MA
|
|
5/8/2014
|
|
|
(5)
|
3,644
|
|
|
12,982
|
|
|
—
|
|
|
—
|
|
|
16,626
|
|
|
1,229
|
|
||||||||
Stop & Shop I
|
|
Retail
|
|
Southington
|
|
CT
|
|
5/8/2014
|
|
|
(1)
|
3,238
|
|
|
13,169
|
|
|
—
|
|
|
—
|
|
|
16,407
|
|
|
1,319
|
|
||||||||
Stop & Shop I
|
|
Retail
|
|
Framingham
|
|
MA
|
|
5/8/2014
|
|
|
(5)
|
3,971
|
|
|
12,289
|
|
|
—
|
|
|
—
|
|
|
16,260
|
|
|
1,170
|
|
||||||||
Stop & Shop I
|
|
Retail
|
|
Bristol
|
|
RI
|
|
5/8/2014
|
|
|
(5)
|
2,860
|
|
|
10,010
|
|
|
—
|
|
|
—
|
|
|
12,870
|
|
|
1,022
|
|
||||||||
Stop & Shop I
|
|
Retail
|
|
Sicklerville
|
|
NJ
|
|
5/8/2014
|
|
|
(1)
|
2,367
|
|
|
9,873
|
|
|
—
|
|
|
—
|
|
|
12,240
|
|
|
977
|
|
||||||||
Bi-Lo I
|
|
Retail
|
|
Greenville
|
|
SC
|
|
5/8/2014
|
|
—
|
|
(1)
|
1,504
|
|
|
4,770
|
|
|
—
|
|
|
—
|
|
|
6,274
|
|
|
500
|
|
|||||||
Dollar General XVII
|
|
Retail
|
|
Forest Hill
|
|
LA
|
|
5/12/2014
|
|
—
|
|
(1)
|
83
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
811
|
|
|
81
|
|
|||||||
Dollar General XIX
|
|
Retail
|
|
Chelsea
|
|
OK
|
|
5/13/2014
|
|
—
|
|
(1)
|
231
|
|
|
919
|
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|
112
|
|
|||||||
Dollar General XX
|
|
Retail
|
|
Brookhaven
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
186
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
802
|
|
|
67
|
|
|||||||
Dollar General XX
|
|
Retail
|
|
Columbus
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
370
|
|
|
491
|
|
|
—
|
|
|
—
|
|
|
861
|
|
|
61
|
|
|||||||
Dollar General XX
|
|
Retail
|
|
Forest
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
72
|
|
|
856
|
|
|
—
|
|
|
—
|
|
|
928
|
|
|
88
|
|
|||||||
Dollar General XX
|
|
Retail
|
|
Rolling Fork
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
244
|
|
|
929
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
98
|
|
|||||||
Dollar General XX
|
|
Retail
|
|
West Point
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
318
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|
66
|
|
|||||||
Dollar General XXI
|
|
Retail
|
|
Huntington
|
|
WV
|
|
5/29/2014
|
|
—
|
|
(1)
|
101
|
|
|
1,101
|
|
|
—
|
|
|
—
|
|
|
1,202
|
|
|
127
|
|
|||||||
Dollar General XXII
|
|
Retail
|
|
Warren
|
|
IN
|
|
5/30/2014
|
|
—
|
|
(1)
|
88
|
|
|
962
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
|
93
|
|
|||||||
FedEx Ground V
|
|
Distribution
|
|
Sioux City
|
|
IA
|
|
2/17/2016
|
|
—
|
|
|
199
|
|
|
5,639
|
|
|
—
|
|
|
—
|
|
|
5,838
|
|
|
301
|
|
|||||||
FedEx Ground VI
|
|
Distribution
|
|
Grand Forks
|
|
ND
|
|
2/19/2016
|
|
—
|
|
|
1,287
|
|
|
8,988
|
|
|
—
|
|
|
—
|
|
|
10,275
|
|
|
544
|
|
|||||||
FedEx Ground VII
|
|
Distribution
|
|
Eagle River
|
|
WI
|
|
2/19/2016
|
|
—
|
|
|
40
|
|
|
6,022
|
|
|
—
|
|
|
—
|
|
|
6,062
|
|
|
345
|
|
|||||||
FedEx Ground VIII
|
|
Distribution
|
|
Wausau
|
|
WI
|
|
2/23/2016
|
|
—
|
|
|
202
|
|
|
9,017
|
|
|
—
|
|
|
—
|
|
|
9,219
|
|
|
550
|
|
|||||||
Liberty Crossing
|
(10)
|
Power Center
|
|
Rowlett
|
|
TX
|
|
2/16/2017
|
|
11,000
|
|
|
6,285
|
|
|
20,700
|
|
|
—
|
|
|
—
|
|
|
26,985
|
|
|
535
|
|
|||||||
San Pedro Crossing
|
(10)
|
Power Center
|
|
San Antonio
|
|
TX
|
|
2/16/2017
|
|
|
(7)
|
10,118
|
|
|
38,655
|
|
|
—
|
|
|
667
|
|
|
49,440
|
|
|
958
|
|
||||||||
Tiffany Springs MarketCenter
|
(10)
|
Power Center
|
|
Kansas City
|
|
MO
|
|
2/16/2017
|
|
33,802
|
|
|
10,154
|
|
|
50,832
|
|
|
—
|
|
|
2,164
|
|
|
63,150
|
|
|
1,308
|
|
|||||||
The Streets of West Chester
|
(10)
|
Lifestyle Center
|
|
West Chester
|
|
OH
|
|
2/16/2017
|
|
|
(9)
|
11,313
|
|
|
34,305
|
|
|
—
|
|
|
—
|
|
|
45,618
|
|
|
871
|
|
||||||||
Prairie Towne Center
|
(10)
|
Power Center
|
|
Schaumburg
|
|
IL
|
|
2/16/2017
|
|
|
(9)
|
11,070
|
|
|
19,528
|
|
|
—
|
|
|
—
|
|
|
30,598
|
|
|
512
|
|
||||||||
Southway Shopping Center
|
(10)
|
Power Center
|
|
Houston
|
|
TX
|
|
2/16/2017
|
|
|
(9)
|
10,260
|
|
|
24,440
|
|
|
—
|
|
|
9
|
|
|
34,709
|
|
|
590
|
|
||||||||
Stirling Slidell Centre
|
(10)
|
Power Center
|
|
Slidell
|
|
LA
|
|
2/16/2017
|
|
|
(9)
|
3,495
|
|
|
18,113
|
|
|
—
|
|
|
12
|
|
|
21,620
|
|
|
465
|
|
||||||||
Northwoods Marketplace
|
(10)
|
Power Center
|
|
North Charleston
|
|
SC
|
|
2/16/2017
|
|
|
(9)
|
13,474
|
|
|
28,362
|
|
|
—
|
|
|
—
|
|
|
41,836
|
|
|
706
|
|
||||||||
Centennial Plaza
|
(10)
|
Power Center
|
|
Oklahoma City
|
|
OK
|
|
2/16/2017
|
|
|
(7)
|
3,488
|
|
|
30,054
|
|
|
—
|
|
|
—
|
|
|
33,542
|
|
|
724
|
|
||||||||
Northlake Commons
|
(10)
|
Lifestyle Center
|
|
Charlotte
|
|
NC
|
|
2/16/2017
|
|
|
(9)
|
17,539
|
|
|
16,342
|
|
|
—
|
|
|
106
|
|
|
33,987
|
|
|
467
|
|
||||||||
Shops at Shelby Crossing
|
(10)
|
Power Center
|
|
Sebring
|
|
FL
|
|
2/16/2017
|
|
23,002
|
|
|
4,478
|
|
|
32,316
|
|
|
—
|
|
|
—
|
|
|
36,794
|
|
|
944
|
|
|||||||
Shoppes of West Melbourne
|
(10)
|
Power Center
|
|
West Melbourne
|
|
FL
|
|
2/16/2017
|
|
|
(7)
|
4,258
|
|
|
19,138
|
|
|
—
|
|
|
748
|
|
|
24,144
|
|
|
472
|
|
||||||||
The Centrum
|
(10)
|
Power Center
|
|
Pineville
|
|
NC
|
|
2/16/2017
|
|
|
(9)
|
12,013
|
|
|
26,242
|
|
|
—
|
|
|
—
|
|
|
38,255
|
|
|
662
|
|
||||||||
Shoppes at Wyomissing
|
(10)
|
Lifestyle Center
|
|
Wyomissing
|
|
PA
|
|
2/16/2017
|
|
|
(9)
|
4,108
|
|
|
32,446
|
|
|
—
|
|
|
—
|
|
|
36,554
|
|
|
806
|
|
||||||||
Southroads Shopping Center
|
(10)
|
Power Center
|
|
Tulsa
|
|
OK
|
|
2/16/2017
|
|
|
(9)
|
6,663
|
|
|
60,720
|
|
|
32
|
|
|
(5,716
|
)
|
|
61,699
|
|
|
1,240
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
Parkside Shopping Center
|
(10)
|
Power Center
|
|
Frankfort
|
|
KY
|
|
2/16/2017
|
|
|
(9)
|
9,978
|
|
|
29,996
|
|
|
—
|
|
|
167
|
|
|
40,141
|
|
|
824
|
|
||||||||
West Lake Crossing
|
(10)
|
Power Center
|
|
Humble
|
|
TX
|
|
2/16/2017
|
|
|
(9)
|
2,105
|
|
|
16,266
|
|
|
—
|
|
|
222
|
|
|
18,593
|
|
|
418
|
|
||||||||
Colonial Landing
|
(10)
|
Power Center
|
|
Orlando
|
|
FL
|
|
2/16/2017
|
|
|
(9)
|
—
|
|
|
44,255
|
|
|
—
|
|
|
—
|
|
|
44,255
|
|
|
1,041
|
|
||||||||
The Shops at West End
|
(10)
|
Lifestyle Center
|
|
St. Louis Park
|
|
MN
|
|
2/16/2017
|
|
|
(9)
|
12,831
|
|
|
107,806
|
|
|
—
|
|
|
18
|
|
|
120,655
|
|
|
2,423
|
|
||||||||
Township Marketplace
|
(10)
|
Power Center
|
|
Monaca
|
|
PA
|
|
2/16/2017
|
|
|
(9)
|
8,146
|
|
|
39,267
|
|
|
—
|
|
|
—
|
|
|
47,413
|
|
|
942
|
|
||||||||
Cross Pointe Centre
|
(10)
|
Power Center
|
|
Fayetteville
|
|
NC
|
|
2/16/2017
|
|
|
(7)
|
8,075
|
|
|
19,717
|
|
|
—
|
|
|
—
|
|
|
27,792
|
|
|
485
|
|
||||||||
Towne Centre Plaza
|
(10)
|
Power Center
|
|
Mesquite
|
|
TX
|
|
2/16/2017
|
|
|
|
3,553
|
|
|
11,992
|
|
|
—
|
|
|
—
|
|
|
15,545
|
|
|
311
|
|
||||||||
Harlingen Corners
|
(10)
|
Power Center
|
|
Harlingen
|
|
TX
|
|
2/16/2017
|
|
|
(9)
|
12,702
|
|
|
19,012
|
|
|
—
|
|
|
50
|
|
|
31,764
|
|
|
476
|
|
||||||||
Village at Quail Springs
|
(10)
|
Power Center
|
|
Oklahoma City
|
|
OK
|
|
2/16/2017
|
|
|
|
2,307
|
|
|
9,983
|
|
|
—
|
|
|
—
|
|
|
12,290
|
|
|
251
|
|
||||||||
Pine Ridge Plaza
|
(10)
|
Power Center
|
|
Lawrence
|
|
KS
|
|
2/16/2017
|
|
|
|
14,008
|
|
|
20,935
|
|
|
—
|
|
|
490
|
|
|
35,433
|
|
|
576
|
|
||||||||
Bison Hollow
|
(10)
|
Power Center
|
|
Traverse City
|
|
MI
|
|
2/16/2017
|
|
|
|
4,346
|
|
|
15,944
|
|
|
—
|
|
|
—
|
|
|
20,290
|
|
|
388
|
|
||||||||
Jefferson Commons
|
(10)
|
Power Center
|
|
Louisville
|
|
KY
|
|
2/16/2017
|
|
|
(7)
|
5,110
|
|
|
29,432
|
|
|
—
|
|
|
211
|
|
|
34,753
|
|
|
734
|
|
||||||||
Northpark Center
|
(10)
|
Power Center
|
|
Huber Heights
|
|
OH
|
|
2/16/2017
|
|
|
(7)
|
8,975
|
|
|
28,552
|
|
|
—
|
|
|
—
|
|
|
37,527
|
|
|
708
|
|
||||||||
Anderson Station
|
(10)
|
Power Center
|
|
Anderson
|
|
SC
|
|
2/16/2017
|
|
|
(7)
|
5,201
|
|
|
27,100
|
|
|
—
|
|
|
181
|
|
|
32,482
|
|
|
717
|
|
||||||||
Patton Creek
|
(10)
|
Power Center
|
|
Hoover
|
|
AL
|
|
2/16/2017
|
|
40,858
|
|
|
15,799
|
|
|
79,150
|
|
|
—
|
|
|
151
|
|
|
95,100
|
|
|
1,912
|
|
|||||||
North Lakeland Plaza
|
(10)
|
Power Center
|
|
Lakeland
|
|
FL
|
|
2/16/2017
|
|
|
(7)
|
2,599
|
|
|
12,652
|
|
|
—
|
|
|
—
|
|
|
15,251
|
|
|
322
|
|
||||||||
Riverbend Marketplace
|
(10)
|
Power Center
|
|
Asheville
|
|
NC
|
|
2/16/2017
|
|
|
(7)
|
4,949
|
|
|
18,213
|
|
|
—
|
|
|
—
|
|
|
23,162
|
|
|
461
|
|
||||||||
Montecito Crossing
|
(10)
|
Power Center
|
|
Las Vegas
|
|
NV
|
|
2/16/2017
|
|
|
(7)
|
16,204
|
|
|
36,476
|
|
|
—
|
|
|
—
|
|
|
52,680
|
|
|
944
|
|
||||||||
Best on the Boulevard
|
(10)
|
Power Center
|
|
Las Vegas
|
|
NV
|
|
2/16/2017
|
|
|
(7)
|
10,046
|
|
|
32,705
|
|
|
—
|
|
|
—
|
|
|
42,751
|
|
|
803
|
|
||||||||
Shops at RiverGate South
|
(10)
|
Power Center
|
|
Charlotte
|
|
NC
|
|
2/16/2017
|
|
|
(7)
|
5,202
|
|
|
28,378
|
|
|
—
|
|
|
—
|
|
|
33,580
|
|
|
705
|
|
||||||||
Parkside Shopping Center - Excess Land
|
(10)
|
Land - Unimproved
|
|
Frankfort
|
|
KY
|
|
2/16/2017
|
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
695
|
|
|
—
|
|
||||||||
The Streets of West Chester - Excess Land
|
(10)
|
Land - Unimproved
|
|
West Chester
|
|
OH
|
|
2/16/2017
|
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
517
|
|
|
—
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Dewitt
|
|
NY
|
|
3/31/2017
|
|
|
(8)
|
233
|
|
|
1,044
|
|
|
—
|
|
|
—
|
|
|
1,277
|
|
|
25
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Farmington
|
|
NY
|
|
3/31/2017
|
|
|
(8)
|
374
|
|
|
1,037
|
|
|
—
|
|
|
—
|
|
|
1,411
|
|
|
25
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Geddes
|
|
NY
|
|
3/31/2017
|
|
|
(8)
|
191
|
|
|
1,018
|
|
|
—
|
|
|
—
|
|
|
1,209
|
|
|
25
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Otego
|
|
NY
|
|
3/31/2017
|
|
|
(8)
|
285
|
|
|
1,070
|
|
|
—
|
|
|
—
|
|
|
1,355
|
|
|
26
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Parish
|
|
NY
|
|
3/31/2017
|
|
|
(8)
|
164
|
|
|
1,071
|
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|
27
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Utica
|
|
NY
|
|
3/31/2017
|
|
|
(8)
|
301
|
|
|
1,034
|
|
|
—
|
|
|
—
|
|
|
1,335
|
|
|
27
|
|
||||||||
Jo-Ann Fabrics I
|
|
Retail
|
|
Freeport
|
|
IL
|
|
4/17/2017
|
|
|
(8)
|
119
|
|
|
1,663
|
|
|
—
|
|
|
—
|
|
|
1,782
|
|
|
33
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Kettering
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
264
|
|
|
1,493
|
|
|
—
|
|
|
—
|
|
|
1,757
|
|
|
31
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Miamisburg
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
339
|
|
|
1,791
|
|
|
—
|
|
|
—
|
|
|
2,130
|
|
|
35
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Elyria
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
540
|
|
|
1,003
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|
22
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Taylor
|
|
MI
|
|
4/28/2017
|
|
|
(6)
|
542
|
|
|
1,210
|
|
|
—
|
|
|
—
|
|
|
1,752
|
|
|
26
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Lansing
|
|
MI
|
|
4/28/2017
|
|
|
(6)
|
817
|
|
|
1,093
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
|
26
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
Bob Evans I
|
|
Retail
|
|
Marietta
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
631
|
|
|
1,890
|
|
|
—
|
|
|
—
|
|
|
2,521
|
|
|
38
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Roseville
|
|
MI
|
|
4/28/2017
|
|
|
(6)
|
861
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
1,715
|
|
|
22
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Steubenville
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
641
|
|
|
1,638
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
37
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Franklin
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
620
|
|
|
1,581
|
|
|
—
|
|
|
—
|
|
|
2,201
|
|
|
32
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Ashland
|
|
KY
|
|
4/28/2017
|
|
|
(6)
|
446
|
|
|
1,771
|
|
|
—
|
|
|
—
|
|
|
2,217
|
|
|
34
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Bloomington
|
|
IN
|
|
4/28/2017
|
|
|
(6)
|
405
|
|
|
1,351
|
|
|
—
|
|
|
—
|
|
|
1,756
|
|
|
26
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Dublin
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
701
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
1,346
|
|
|
16
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Streetsboro
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
1,078
|
|
|
780
|
|
|
—
|
|
|
—
|
|
|
1,858
|
|
|
19
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Lewes
|
|
DE
|
|
4/28/2017
|
|
|
(6)
|
660
|
|
|
1,016
|
|
|
—
|
|
|
—
|
|
|
1,676
|
|
|
22
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Lebanon
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
628
|
|
|
1,328
|
|
|
—
|
|
|
—
|
|
|
1,956
|
|
|
29
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Ellicott City
|
|
MD
|
|
4/28/2017
|
|
|
(6)
|
507
|
|
|
1,083
|
|
|
—
|
|
|
—
|
|
|
1,590
|
|
|
25
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Paducah
|
|
KY
|
|
4/28/2017
|
|
|
(6)
|
296
|
|
|
697
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
16
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Uniontown
|
|
PA
|
|
4/28/2017
|
|
|
(6)
|
494
|
|
|
1,104
|
|
|
—
|
|
|
—
|
|
|
1,598
|
|
|
26
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Weirton
|
|
WV
|
|
4/28/2017
|
|
|
(6)
|
305
|
|
|
900
|
|
|
—
|
|
|
—
|
|
|
1,205
|
|
|
22
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Coshocton
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
386
|
|
|
1,326
|
|
|
—
|
|
|
—
|
|
|
1,712
|
|
|
29
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Bucyrus
|
|
OH
|
|
4/28/2017
|
|
|
(6)
|
224
|
|
|
1,450
|
|
|
—
|
|
|
—
|
|
|
1,674
|
|
|
29
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Columbia City
|
|
IN
|
|
4/28/2017
|
|
|
(6)
|
333
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
927
|
|
|
14
|
|
||||||||
Bob Evans I
|
|
Retail
|
|
Plymouth
|
|
IN
|
|
4/28/2017
|
|
|
(6)
|
172
|
|
|
1,023
|
|
|
—
|
|
|
—
|
|
|
1,195
|
|
|
21
|
|
||||||||
FedEx Ground IX
|
|
Distribution
|
|
Brainerd
|
|
MN
|
|
5/3/2017
|
|
|
(8)
|
587
|
|
|
3,415
|
|
|
—
|
|
|
—
|
|
|
4,002
|
|
|
82
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Kingston
|
|
NY
|
|
5/10/2017
|
|
|
(8)
|
432
|
|
|
1,027
|
|
|
—
|
|
|
—
|
|
|
1,459
|
|
|
24
|
|
||||||||
Chili's II
|
|
Retail
|
|
McHenry
|
|
IL
|
|
5/10/2017
|
|
|
(8)
|
973
|
|
|
2,557
|
|
|
—
|
|
|
—
|
|
|
3,530
|
|
|
50
|
|
||||||||
Sonic Drive In I
|
|
Retail
|
|
Robertsdale
|
|
AL
|
|
6/2/2017
|
|
|
(8)
|
358
|
|
|
1,043
|
|
|
—
|
|
|
—
|
|
|
1,401
|
|
|
19
|
|
||||||||
Sonic Drive In I
|
|
Retail
|
|
Tuscaloosa
|
|
AL
|
|
6/2/2017
|
|
|
(8)
|
1,808
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
2,649
|
|
|
16
|
|
||||||||
Bridgestone HOSEpower I
|
|
Distribution
|
|
Columbia
|
|
SC
|
|
6/9/2017
|
|
|
(8)
|
307
|
|
|
1,973
|
|
|
—
|
|
|
—
|
|
|
2,280
|
|
|
35
|
|
||||||||
Bridgestone HOSEpower I
|
|
Distribution
|
|
Elko
|
|
NV
|
|
6/9/2017
|
|
|
(8)
|
358
|
|
|
1,642
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
31
|
|
||||||||
Dollar General XXIII
|
|
Retail
|
|
Kerhonskon
|
|
NY
|
|
6/16/2017
|
|
|
(8)
|
247
|
|
|
953
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
16
|
|
||||||||
Bridgestone HOSEpower II
|
|
Distribution
|
|
Jacksonville
|
|
FL
|
|
7/3/2017
|
|
|
(8)
|
236
|
|
|
1,762
|
|
|
—
|
|
|
—
|
|
|
1,998
|
|
|
26
|
|
||||||||
FedEx Ground X
|
|
Distribution
|
|
Rolla
|
|
MO
|
|
7/14/2017
|
|
|
(8)
|
469
|
|
|
9,653
|
|
|
—
|
|
|
—
|
|
|
10,122
|
|
|
172
|
|
||||||||
Chili's III
|
|
Retail
|
|
Machesney Park
|
|
IL
|
|
8/6/2017
|
|
|
(8)
|
1,254
|
|
|
2,922
|
|
|
—
|
|
|
—
|
|
|
4,176
|
|
|
36
|
|
||||||||
FedEx Ground XI
|
|
Distribution
|
|
Casper
|
|
WY
|
|
9/15/2017
|
|
|
(8)
|
386
|
|
|
3,469
|
|
|
—
|
|
|
—
|
|
|
3,855
|
|
|
35
|
|
||||||||
Hardee's I
|
|
Retail
|
|
Ashland
|
|
AL
|
|
9/26/2017
|
|
|
|
170
|
|
|
827
|
|
|
—
|
|
|
—
|
|
|
997
|
|
|
7
|
|
||||||||
Hardee's I
|
|
Retail
|
|
Jasper
|
|
AL
|
|
9/26/2017
|
|
|
|
171
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|
4
|
|
||||||||
Hardee's I
|
|
Retail
|
|
Jesup
|
|
GA
|
|
9/26/2017
|
|
|
|
231
|
|
|
1,236
|
|
|
—
|
|
|
—
|
|
|
1,467
|
|
|
9
|
|
||||||||
Hardee's I
|
|
Retail
|
|
Waycross
|
|
GA
|
|
9/26/2017
|
|
|
|
261
|
|
|
1,217
|
|
|
—
|
|
|
—
|
|
|
1,478
|
|
|
10
|
|
||||||||
Tractor Supply IV
|
|
Retail
|
|
Flandreau
|
|
SD
|
|
10/30/2017
|
|
|
(8)
|
194
|
|
|
1,110
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
5
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2017 (12) (13) |
|
|
||||||||||||||||||||||||||
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date |
|
Encumbrances at December 31, 2017
|
|
Land
|
|
Building and
Improvements |
|
Land
(11)
|
|
Building and
Improvements (11) |
|
|
Accumulated
Depreciation (14) (15) |
|||||||||||||||
Tractor Supply IV
|
|
Retail
|
|
Hazen
|
|
ND
|
|
10/30/2017
|
|
|
(8)
|
242
|
|
|
1,290
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
7
|
|
||||||||
Circle K II
|
|
Retail
|
|
Harlingen
|
|
TX
|
|
11/2/2017
|
|
|
|
575
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
1,520
|
|
|
5
|
|
||||||||
Circle K II
|
|
Retail
|
|
Laredo
|
|
TX
|
|
11/2/2017
|
|
|
|
734
|
|
|
1,294
|
|
|
—
|
|
|
—
|
|
|
2,028
|
|
|
7
|
|
||||||||
Circle K II
|
|
Retail
|
|
Laredo
|
|
TX
|
|
11/2/2017
|
|
|
|
226
|
|
|
443
|
|
|
—
|
|
|
—
|
|
|
669
|
|
|
2
|
|
||||||||
Circle K II
|
|
Retail
|
|
Laredo
|
|
TX
|
|
11/2/2017
|
|
|
|
675
|
|
|
1,250
|
|
|
—
|
|
|
—
|
|
|
1,925
|
|
|
7
|
|
||||||||
Circle K II
|
|
Retail
|
|
Rio Grande City
|
|
TX
|
|
11/2/2017
|
|
|
|
625
|
|
|
1,257
|
|
|
—
|
|
|
—
|
|
|
1,882
|
|
|
6
|
|
||||||||
Circle K II
|
|
Retail
|
|
Weslaco
|
|
TX
|
|
11/2/2017
|
|
|
|
547
|
|
|
1,183
|
|
|
—
|
|
|
—
|
|
|
1,730
|
|
|
6
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Lithia
|
|
FL
|
|
11/3/2017
|
|
|
|
352
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|
3
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Plant City
|
|
FL
|
|
11/3/2017
|
|
|
|
250
|
|
|
525
|
|
|
—
|
|
|
—
|
|
|
775
|
|
|
4
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Riverview
|
|
FL
|
|
11/3/2017
|
|
|
|
392
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
1,071
|
|
|
4
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Riverview
|
|
FL
|
|
11/3/2017
|
|
|
|
267
|
|
|
502
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
3
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Wauchula
|
|
FL
|
|
11/3/2017
|
|
|
|
191
|
|
|
346
|
|
|
—
|
|
|
—
|
|
|
537
|
|
|
2
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Biloxi
|
|
MS
|
|
11/3/2017
|
|
|
|
397
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|
3
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Collins
|
|
MS
|
|
11/3/2017
|
|
|
|
272
|
|
|
992
|
|
|
—
|
|
|
—
|
|
|
1,264
|
|
|
5
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Ellisville
|
|
MS
|
|
11/3/2017
|
|
|
|
251
|
|
|
1,114
|
|
|
—
|
|
|
—
|
|
|
1,365
|
|
|
5
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
11/3/2017
|
|
|
|
199
|
|
|
660
|
|
|
—
|
|
|
—
|
|
|
859
|
|
|
3
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
11/3/2017
|
|
|
|
232
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
978
|
|
|
4
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
11/3/2017
|
|
|
|
100
|
|
|
930
|
|
|
—
|
|
|
—
|
|
|
1,030
|
|
|
5
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Hattiesburg
|
|
MS
|
|
11/3/2017
|
|
|
|
351
|
|
|
788
|
|
|
—
|
|
|
—
|
|
|
1,139
|
|
|
4
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Long Beach
|
|
MS
|
|
11/3/2017
|
|
|
|
210
|
|
|
840
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
|
5
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Magee
|
|
MS
|
|
11/3/2017
|
|
|
|
300
|
|
|
740
|
|
|
—
|
|
|
—
|
|
|
1,040
|
|
|
4
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Petal
|
|
MS
|
|
11/3/2017
|
|
|
|
100
|
|
|
1,053
|
|
|
—
|
|
|
—
|
|
|
1,153
|
|
|
5
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Purvis
|
|
MS
|
|
11/3/2017
|
|
|
|
129
|
|
|
896
|
|
|
—
|
|
|
—
|
|
|
1,025
|
|
|
4
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Tylertown
|
|
MS
|
|
11/3/2017
|
|
|
|
191
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|
1,388
|
|
|
6
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Waveland
|
|
MS
|
|
11/3/2017
|
|
|
|
322
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|
3
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Waynesboro
|
|
MS
|
|
11/3/2017
|
|
|
|
188
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
3
|
|
||||||||
Sonic Drive In II
|
|
Retail
|
|
Woodville
|
|
MS
|
|
11/3/2017
|
|
|
|
160
|
|
|
1,179
|
|
|
—
|
|
|
—
|
|
|
1,339
|
|
|
6
|
|
||||||||
Bridgestone HOSEPower III
|
|
Distribution
|
|
Sulphur
|
|
LA
|
|
12/20/2017
|
|
|
(8)
|
882
|
|
|
2,175
|
|
|
—
|
|
|
—
|
|
|
3,057
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Encumbrances allocated based on notes below
|
|
|
|
|
|
1,066,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,307,887
|
|
|
$
|
616,306
|
|
|
$
|
2,469,823
|
|
|
$
|
(8,631
|
)
|
|
$
|
(20,803
|
)
|
|
$
|
3,056,695
|
|
|
$
|
256,771
|
|
(1)
|
These properties collateralize the Mortgage Loan I, which had
$638.1 million
outstanding as of
December 31, 2017
.
|
(2)
|
These properties collateralize the SunTrust Bank II mortgage note payable of
$21.2 million
as of
December 31, 2017
.
|
(3)
|
These properties collateralize the SunTrust Bank III mortgage note payable of
$79.7 million
as of
December 31, 2017
.
|
(4)
|
These properties collateralize the SunTrust Bank IV mortgage note payable of
$22.8 million
as of
December 31, 2017
.
|
(5)
|
These properties collateralize the Stop & Shop I mortgage note payable of
$37.6 million
as of
December 31, 2017
.
|
(6)
|
These properties collateralize the Bob Evans I mortgage note payable of
$24.0 million
as of
December 31, 2017
.
|
(7)
|
These properties collateralize the Mortgage Loan II, which had
$210.0 million
outstanding as of
December 31, 2017
.
|
(8)
|
These properties collateralize the Mortgage Loan III, which had
$33.4 million
outstanding as of
December 31, 2017
.
|
(9)
|
These properties are encumbered by the Credit Facility borrowings in the amount of
$95.0 million
as of
December 31, 2017
and such amount of borrowings is excluded from the table above.
|
(10)
|
These properties were acquired as part of the Merger Transaction with American Realty Capital — Retail Centers of America, Inc. (RCA) on
February 16, 2017
.
|
(11)
|
During the year ended
December 31, 2017
, the Company determined that the carrying value of
30
properties exceeded their estimated fair values and recognized an impairment charge of
$14.8 million
. The remaining balance pertains to 2016 impairment charges and partial dispositions of assets.
|
(12)
|
Acquired intangible lease assets allocated to individual properties in the amount of
$454.2 million
are not reflected in the table above.
|
(13)
|
The tax basis of aggregate land, buildings and improvements as of
December 31, 2017
is
$2.9 billion
.
|
(14)
|
The accumulated depreciation column excludes
$151.4 million
of accumulated amortization associated with acquired intangible lease assets.
|
(15)
|
Depreciation is computed using the straight-line method over the estimated useful lives of up to
40 years
for buildings,
15 years
for land improvements and
five years
for fixtures.
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Real estate investments, at cost:
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
1,724,258
|
|
|
$
|
1,899,099
|
|
|
$
|
1,899,099
|
|
Additions - acquisitions
|
|
1,490,332
|
|
|
31,392
|
|
|
—
|
|
|||
Disposals
|
|
(131,185
|
)
|
|
(31,547
|
)
|
|
—
|
|
|||
Impairment charges
|
|
(20,580
|
)
|
|
(24,661
|
)
|
|
—
|
|
|||
Reclassified to assets held for sale
|
|
(6,130
|
)
|
|
(150,025
|
)
|
|
—
|
|
|||
Balance at end of the year
|
|
$
|
3,056,695
|
|
|
$
|
1,724,258
|
|
|
$
|
1,899,099
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated depreciation:
|
|
|
|
|
|
|
|
|||||
Balance at beginning of year
|
|
$
|
183,437
|
|
|
$
|
141,594
|
|
|
$
|
74,648
|
|
Depreciation expense
|
|
85,175
|
|
|
66,831
|
|
|
66,946
|
|
|||
Disposals
|
|
(10,415
|
)
|
|
(1,018
|
)
|
|
—
|
|
|||
Reclassified to assets held for sale
|
|
(1,426
|
)
|
|
(23,970
|
)
|
|
—
|
|
|||
Balance at end of the year
|
|
$
|
256,771
|
|
|
$
|
183,437
|
|
|
$
|
141,594
|
|
1.
|
DEFINITIONS; PRINCIPLES OF CONSTRUCTION
1
|
1.1
|
Specific Definitions
1
|
1.2
|
Index of Other Definitions
20
|
1.3
|
Principles of Construction
23
|
2.
|
GENERAL LOAN TERMS
23
|
2.1
|
The Loan
23
|
2.2
|
Interest; Monthly Payments
24
|
2.2.1
|
Generally
24
|
2.2.2
|
Default Rate
24
|
2.2.3
|
Taxes
24
|
2.2.4
|
Status of Lenders
25
|
2.2.5
|
Treatment of Certain Refunds
25
|
2.2.6
|
Increased Costs
25
|
2.2.7
|
New Payment Date
26
|
2.3
|
Loan Repayment
26
|
2.3.1
|
Repayment
26
|
2.3.2
|
Mandatory Prepayments
27
|
2.3.3
|
Voluntary Prepayments
27
|
2.4
|
Release of Properties
27
|
2.4.1
|
Sale of Properties
27
|
2.4.2
|
Release Upon Substitution
29
|
2.4.3
|
Release on Payment in Full
32
|
2.5
|
Payments and Computations
33
|
2.5.1
|
Making of Payments
33
|
2.5.2
|
Computations
33
|
2.5.3
|
Late Payment Charge
33
|
3.
|
CASH MANAGEMENT AND RESERVES
33
|
3.1
|
Cash Management Arrangements
33
|
3.2
|
Required Repairs/Substitution Repairs
34
|
3.2.1
|
Completion of Required Repairs
34
|
3.2.2
|
Required Repairs Reserves
34
|
3.2.3
|
Substitution Repairs
35
|
3.3
|
Taxes and Insurance
35
|
3.4
|
Capital Expense Reserves
37
|
3.5
|
Rollover Reserves
37
|
3.5.1
|
Rollover Reserve
38
|
3.5.2
|
Rollover Letter of Credit
38
|
3.5.3
|
Special Rollover Reserve
39
|
3.5.4
|
Special Rollover Letter of Credit
40
|
3.6
|
Free Rent/Advance Rent Reserve
41
|
3.7
|
Casualty/Condemnation Subaccount
42
|
3.8
|
Security Deposits
42
|
3.9
|
Cash Collateral Subaccount
42
|
3.10
|
Grant of Security Interest; Application of Funds
43
|
3.11
|
Property Cash Flow Allocation
43
|
3.12
|
Letters of Credit.
44
|
4.
|
REPRESENTATIONS AND WARRANTIES
45
|
4.1
|
Organization; Special Purpose
45
|
4.2
|
Proceedings; Enforceability
46
|
4.3
|
No Conflicts
46
|
4.4
|
Litigation
46
|
4.5
|
Agreements
47
|
4.6
|
Title
47
|
4.7
|
No Bankruptcy Filing
48
|
4.8
|
Full and Accurate Disclosure
48
|
4.9
|
Tax Filings
48
|
4.10
|
ERISA; No Plan Assets
49
|
4.11
|
Compliance
49
|
4.12
|
Major Contracts
50
|
4.13
|
Federal Reserve Regulations; Investment Company Act; Bank Holding Company 50
|
4.14
|
Easements; Utilities and Public Access
50
|
4.15
|
Physical Condition
50
|
4.16
|
Leases
51
|
4.17
|
Fraudulent Transfer
52
|
4.18
|
Ownership of Borrower
52
|
4.19
|
Purchase Options
52
|
4.20
|
Property Management Agreements
52
|
4.21
|
Hazardous Substances
52
|
4.22
|
Name; Principal Place of Business
53
|
4.23
|
Other Debt
53
|
4.24
|
Assignments of Leases and Rents
53
|
4.25
|
Insurance
53
|
4.26
|
FIRPTA
54
|
4.27
|
Fiscal Year
54
|
4.28
|
Intellectual Property/Websites
54
|
4.29
|
Operations Agreements
54
|
4.30
|
Illegal Activity
54
|
4.31
|
Patriot Act; Foreign Corrupt Practices Act
54
|
5.
|
COVENANTS
55
|
5.1
|
Existence
55
|
5.2
|
Real Property Taxes and Other Charges
55
|
5.3
|
Access to Properties
56
|
5.4
|
Repairs; Maintenance and Compliance; Alterations
56
|
5.4.1
|
Repairs; Maintenance and Compliance
56
|
5.4.2
|
Alterations
57
|
5.5
|
Performance of Other Agreements
58
|
5.6
|
Cooperate in Legal Proceedings
58
|
5.7
|
Further Assurances
58
|
5.8
|
Environmental Matters
58
|
5.8.1
|
Hazardous Substances
58
|
5.8.2
|
Environmental Monitoring
59
|
5.8.3
|
O & M Program
61
|
5.9
|
Title to the Properties
61
|
5.10
|
Leases
61
|
5.10.1
|
Generally
61
|
5.10.2
|
Material Leases
61
|
5.10.3
|
Minor Leases
62
|
5.10.4
|
Additional Covenants With Respect to Leases
63
|
5.10.5
|
SNDA
64
|
5.11
|
Estoppel Statement
64
|
5.12
|
Property Management
64
|
5.12.1
|
Property Management Agreement
64
|
5.12.2
|
Termination of Manager
65
|
5.13
|
Special Purpose Bankruptcy Remote Entity
66
|
5.14
|
Assumption in Non-Consolidation Opinion
66
|
5.15
|
Change in Business or Operation of Properties
66
|
5.16
|
Debt Cancellation
66
|
5.17
|
Affiliate Transactions
66
|
5.18
|
Zoning
66
|
5.19
|
No Joint Assessment
66
|
5.20
|
Principal Place of Business
67
|
5.21
|
Change of Name, Identity or Structure
67
|
5.22
|
Indebtedness
67
|
5.23
|
License; Intellectual Property; Website
67
|
5.23.1
|
Licenses
67
|
5.23.2
|
Intellectual Property
67
|
5.23.3
|
Website
68
|
5.24
|
Compliance with Restrictive Covenants
68
|
5.25
|
ERISA
68
|
5.26
|
Prohibited Transfers
69
|
5.26.1
|
Generally
69
|
5.26.2
|
Transfer and Assumption
69
|
5.27
|
Liens
72
|
5.28
|
Dissolution
72
|
5.29
|
Expenses
72
|
5.30
|
Indemnity
73
|
5.31
|
Patriot Act Compliance
75
|
5.32
|
Approval of Major Contracts
76
|
6.
|
NOTICES AND REPORTING
77
|
6.1
|
Notices
77
|
6.2
|
Borrower Notices and Deliveries
78
|
6.3
|
Financial Reporting
78
|
6.3.1
|
Bookkeeping
79
|
6.3.2
|
Annual Reports
79
|
6.3.3
|
Monthly/Quarterly Reports
80
|
6.3.4
|
Other Reports
80
|
6.3.5
|
Annual Budget
80
|
6.3.6
|
Additional Operating Expenses
82
|
6.3.7
|
Breach
82
|
7.
|
INSURANCE; CASUALTY; AND CONDEMNATION
82
|
7.1.1
|
Insurance
82
|
7.1.2
|
Coverage
82
|
7.1.3
|
Policies
85
|
7.2
|
Casualty
86
|
7.2.1
|
Notice; Restoration
87
|
7.2.2
|
Settlement of Proceeds
87
|
7.3
|
Condemnation
87
|
7.3.1
|
Notice; Restoration
87
|
7.3.2
|
Collection of Award
88
|
7.4
|
Application of Proceeds or Award
88
|
7.4.1
|
Application to Restoration
88
|
7.4.2
|
Application to Debt
89
|
7.4.3
|
Procedure for Application to Restoration
90
|
8.
|
DEFAULTS
90
|
8.1
|
Events of Default
90
|
8.2
|
Remedies
93
|
8.2.1
|
Acceleration
93
|
8.2.2
|
Remedies Cumulative
93
|
8.2.3
|
Severance
94
|
8.2.4
|
Delay
94
|
8.2.5
|
Lender’s Right to Perform
94
|
9.
|
SPECIAL PROVISIONS
95
|
9.1
|
Sale of Mortgage and Securitization
95
|
9.2
|
Securitization Indemnification
98
|
9.3
|
Severance of Loan
101
|
9.4
|
Costs and Expenses
102
|
10.
|
MISCELLANEOUS
102
|
10.1
|
Exculpation
102
|
10.2
|
Brokers and Financial Advisors
106
|
10.3
|
Retention of Servicer
106
|
10.4
|
Survival; Successors and Assigns
107
|
10.5
|
Lender’s Discretion; Rating Agency Review Waiver
107
|
10.6
|
Governing Law
108
|
10.7
|
Modification, Waiver in Writing
109
|
10.8
|
Trial by Jury
109
|
10.9
|
Headings/Schedules
109
|
10.10
|
Severability
110
|
10.11
|
Preferences
110
|
10.12
|
Waiver of Notice
110
|
10.13
|
Remedies of Borrower
110
|
10.14
|
Prior Agreements
111
|
10.15
|
Offsets, Counterclaims and Defenses
111
|
10.16
|
Publicity
111
|
10.17
|
No Usury
111
|
10.18
|
Conflict; Construction of Documents; Reliance
112
|
10.19
|
No Joint Venture or Partnership; No Third Party Beneficiaries
112
|
10.20
|
Yield Maintenance Premium
112
|
10.21
|
Assignments and Participations
113
|
10.22
|
Waiver of Marshalling of Assets
113
|
10.23
|
Creation of Security Interest
113
|
10.24
|
Cross Default; Cross Collateralization
113
|
10.25
|
Contribution Among Borrowers
114
|
10.26
|
Joint and Several
114
|
10.27
|
Intentionally Omitted
114
|
10.28
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
114
|
10.29
|
Set-Off
115
|
10.30
|
Negation of Implied Right to Cure Events of Default
115
|
10.31
|
Counterparts
116
|
10.32
|
Co-Lenders
116
|
10.33
|
Registered Obligations
116
|
10.34
|
Confidentiality
117
|
Email: mead@ar-global.com
|
|
|
Borrower Entity
|
Property Name
|
Address
|
City
|
State
|
County
|
Zip Code
|
1
|
ARC SMWMBFL001, LLC
|
Shoppes at West Melbourne
|
1501 West New Haven Avenue
|
West Melbourne
|
FL
|
Brevard
|
32904
|
2
|
ARC NLLKLFL001, LLC
|
North Lakeland Plaza
|
4241 US Highway 98 North
|
Lakeland
|
FL
|
Polk
|
33809
|
3
|
ARC JCLOUKY001, LLC
|
Jefferson Commons
|
4901 Outer Loop
|
Louisville
|
KY
|
Jefferson
|
40219
|
4
|
ARC CPFAYNC001, LLC
|
Cross Pointe Centre
|
5075 Morganton Road
|
Fayetteville
|
NC
|
Cumberland
|
28314
|
5
|
ARC RBASHNC001, LLC
|
Riverbend Marketplace
|
129 Bleachery Boulevard
|
Asheville
|
NC
|
Buncombe
|
28803
|
6
|
ARC RGCHRNC001, LLC
|
Shops at Rivergate South
|
13450 & 13610 Hoover Creek Blvd and 14310 & 14318 Rivergate Drive
|
Charlotte
|
NC
|
Mecklenburg
|
28273
|
7
|
ARC MCLVSNV001, LLC
|
Montecito Crossing
|
6610-6750 North Durango Drive
|
Las Vegas
|
NV
|
Clark
|
89149
|
8
|
ARC BBLVSNV001, LLC
|
Best on the Boulevard
|
3810-3910 South Maryland Parkway
|
Las Vegas
|
NV
|
Clark
|
89119
|
9
|
ARC NPHUBOH001, LLC
|
Northpark Center
|
8221 Old Troy Pike
|
Huber Heights (Dayton)
|
OH
|
Montgomery
|
45424
|
10
|
ARC CPOKCOK001, LLC
|
Centennial Plaza
|
2900 & 2930 NW 59
th
St.
5801 & 5901 N. May Ave.
|
Oklahoma City
|
OK
|
Oklahoma
|
73112
|
11
|
ARC ASANDSC001, LLC
|
Anderson Station
|
108 Station Drive
|
Anderson
|
SC
|
Anderson
|
29621
|
12
|
ARC SPSANTX001, LLC
|
San Pedro Crossing
|
303-333 Northwest Loop 410
|
San Antonio
|
TX
|
Bexar
|
78216
|
Property
|
Release Price
|
Allocated Loan Amount
|
Montecito Crossing
|
120.0%
|
$33,040,000
|
Best on the Boulevard
|
120.0%
|
$24,350,000
|
Jefferson Commons
|
120.0%
|
$24,440,000
|
Riverbend Marketplace
|
115.0%
|
$14,120,000
|
Shops at Rivergate South
|
115.0%
|
$14,090,000
|
San Pedro Crossing
|
115.0%
|
$15,670,000
|
Centennial Plaza
|
115.0%
|
$13,360,000
|
Northpark Center
|
115.0%
|
$20,350,000
|
Shoppes of West Melbourne
|
110.0%
|
$12,480,000
|
North Lakeland Plaza
|
110.0%
|
$6,510,000
|
Cross Pointe Center
|
110.0%
|
$15,730,000
|
Anderson Station
|
110.0%
|
$15,860,000
|
Total
|
114.583%
|
$210,000,000
|
(A)
|
Any proposed program for the renovation, improvement or development of the Properties, or any part thereof, including the estimated cost thereof and the method of financing to be used.
|
(B)
|
The general competitive conditions to which the Properties are or may be subject.
|
(C)
|
Management of the Properties.
|
(D)
|
Occupancy rate expressed as a percentage for each of the last five years.
|
(E)
|
Principal business, occupations and professions carried on in, or from the Properties.
|
(F)
|
Number of tenants occupying 10% or more of the total rentable square footage of any of the Properties and principal nature of business of such tenant, and the principal provisions of the Leases with those tenants including, but not limited to: rental per annum, expiration date, and renewal options.
|
(G)
|
The average effective annual rental per square foot or unit for each of the last three years prior to the date of filing.
|
(H)
|
Schedule of the Lease expirations for each of the ten years starting with the year in which the registration statement is filed (or the year in which the prospectus supplement is dated, as applicable), stating:
|
A.
|
Agreement Concerning Easements and Restrictions between D&D Development Inc. and GMRI, Inc. recorded September 22, 2003 in Book 5745, Page 67 of the Anderson County Registry.
|
B.
|
Agreement of Covenants, Conditions and Restrictions and Grant of Easement dated June 17, 2003 by AIG Baker Anderson, LLC and recorded on January 5, 2006 in Book 7142, Page 194 of the Anderson County Registry, as amended by that certain Amendment to Agreement of Covenants, Conditions and Restrictions and Grant of Easement, dated December 30, 2005, between SCI Anderson Station Fund, LLC and SCI Fund Anderson, LLC, recorded January 5, 2006 in Book 7142, Page 258
|
A.
|
Best on the Boulevard Shopping Center Grant of Reciprocal Easement and Declaration of Covenants, dated November 30, 1994, by Best on the Boulevard Limited Partnership, recorded on December 9, 1994 in Book 941209 as Instrument No. 01660 in the Office of the County Recorder of Clark County, Nevada.
|
A.
|
Mutual Access Easement and Parking Agreement dated June 9, 1993 by Centennial Plaza Limited Partnership, recorded in Book 6444, Page 1456, Oklahoma County Registry.
|
A.
|
Declaration of Rights, Restrictions and Easements, dated January 1, 1986, by Fayetteville Morganton Road Associates, recorded in Book 3135, Page 272, Cumberland County Registry.
|
B.
|
Declaration of Restrictions dated April 3, 1987 by Fayetteville Morganton Road Associates, recorded in Book 3272, Page 825, Cumberland County Registry.
|
A.
|
Declaration of Restrictive Covenants and Reciprocal Access Easement Agreement, dated as of February 24, 2014, by and among Jefferson Investment Partners, LLC, Academy Outer Loop Partners, GP and Academy, Ltd., recorded on February 28, 2014 in Deed Book 10209, Page 663, in the Office of the Clerk of Jefferson County, Kentucky.
|
A.
|
Operation and Easement Agreement, dated as of March 2003, between Kohl’s Department Stores, Inc. and Durango 215, L.L.C., recorded on March 17, 2003, in Book 20030317 as Document No. 02449, of the Official Records of Clark County, Nevada (the “
Official Records
”), and re-recorded on June 3, 2004, in Book 20040603 as Document No. 03827, of the Official Records, and as amended by First Amendment to Re-Recorded Operation and Easement Agreement, dated as of July 25, 2005, between Kohl’s Department Stores, Inc. and 36 Acre, L.L.C. (successor-in-interest to Durango 215, L.L.C.), recorded on October 12, 2005, in Book 20051012 as Document No. 04756, of the Official Records, which Operation and Easement Agreement was assigned by: (1) an Assignment and Assumption of Operation and Easement Agreement, dated as of March 2003, between Durango 215, L.L.C, as assignor, and 36 Acre, L.L.C., as assignee, recorded on April 2, 2003, in Book 20030402 as Document No. 02472, of the Official Records, which instrument was re-recorded on April 24, 2003, in Book 20030424 as Document No. 00273 of the Official Records; (2) Assignment and Assumption of Operation and Easement Agreement, dated as of October 1, 2005, between 36 Acre, L.L.C., as assignor, and Inland Western Las Vegas Montecito, L.L.C., as assignee, recorded on October 12, 2005, in Book 20051012 as Document No. 04757, of the Official Records; and (3) Assignment and Assumption of Operation and Easement Agreement, dated as of September 29, 2015, by and among RPAI Las Vegas Montecito, L.L.C. (formerly known as Inland Western Las Vegas Montecito, L.L.C.) and RPAI Las Vegas Montecito Outlot, L.L.C., collectively, as assignor, and ARC MCLVSNV001, LLC, as assignee, recorded on October 1, 2015, in Book 20151001 as Document No. 01784, of the Official Records.
|
B.
|
Declaration of Restrictive Covenants, dated as of October 4, 2005, between 36 Acre, L.L.C. and Inland Western Las Vegas Montecito, L.L.C., recorded on October 12, 2005, in Book 20051012 as Document No. 0004759, of the Official Records.
|
A.
|
Declaration of Restrictions and Easements, by North Lakeland Plaza, dated August 12, 1985, recorded in Official Records Book 2350, Page 778, as affected by Supplemental Declaration of Restrictions and Easements by Agree Limited Partnership, dated September 22, 201, recorded in Official Records Book 9633, Page 1182, Public Records of Polk County, Florida.
|
A.
|
Reciprocal Easement Agreement, dated September 1, 1998, between Wildcat Development Limited Partnership and Dapor LLC, recorded on September 2, 1998 in DMF 98-597 A01 of the Montgomery County Records, Ohio (“
Montgomery County Records
”), as amended by: (1) Amendment to Reciprocal Easement Agreement, dated December 4, 1998, between Wildcat Development Limited Partnership and Dapor LLC, recorded on December 22, 1998 in DMF 98-858-C06 of the Montgomery County Records; (2) Amendment to Reciprocal Easement Agreement, dated October 27, 2004, between Wildcat Development Limited Partnership and KIR Huber Heights, L.P., recorded on December 17, 2004 in EASE-04-141400 of the Montgomery County Records; and (3) Easement Relocation Agreement, dated as of June 23, 2010, by and among Wildcat Development Limited Partnership, KTJ Limited Partnership One Hundred Seven, Robin G. Dayton, LLC and KIR Huber Heights, L.P., recorded on June 24, 2010 in EASE-10-036956 of the Montgomery County Records.
|
B.
|
Reciprocal Easement Agreement, dated January 13, 2000, between Dapor II LLC and KIR Huber Heights, L.P., recorded on January 21, 2000 in DMF 00-42 D11 of the Montgomery County Records.
|
C.
|
Reciprocal Access and Storm Drainage Easement, dated as of February 28, 1994 between Meijer, Inc. and Wildcat Development Limited Partnership, recorded on March 1, 1994 in DMF 94-123 B03 of the Montgomery County Records.
|
D.
|
Non-Compete/Restrictive Covenants and Maintenance Fee Agreement, dated August 30, 1994, between Wildcat Development Limited Partnership and Elizabeth M. Adler, recorded on August 30, 1994 in DMF 94-542 A01 of the Montgomery County Records.
|
E.
|
Restrictive Covenants and Maintenance Fee Agreement, dated August 28, 1995, between Wildcat Development Limited Partnership and Steak N Shake, Inc., recorded on September 12, 1995 in DMF 95-549 A01 of the Montgomery County Records.
|
F.
|
Restrictive Covenants and Maintenance Fee Agreement, dated June 6, 1996, between Wildcat Development Limited Partnership and Cincinnati Lubes, Inc., recorded on June 12, 1996 in DMF 96-390 A01 of the Montgomery County Records.
|
A.
|
Easements with Covenants and Restrictions Affecting Land (“ECR”), dated January 7, 2004 between Wal-Mart Real Estate Business Trust and Horne Properties-Asheville, LLC and Horne Development-River Bend, LLC, recorded in Book 3539, Page 283, Buncombe County Registry.
|
A.
|
Mutual Cross Access Easement Agreement dated June 27, 1996 by and between Circuit City Stores, Inc. and S.A.P. Associates, L.L.C. recorded under County Clerk’s File No. 96-0108504 (Volume 6821, Page 1457) amended by that certain First Amendment to Mutual Cross Access Easement Agreement and Estoppel Certificate dated April 22, 1998 by and between BB Fonds International 1 USA, L.P. f/k/a BB-Lincoln-US-Properties, L.P. and DDRA Community Centers Four, L.P. recorded under County Clerk’s File No. 98-0069319 (Volume 7445, Page 717) of the Real Property records of Bexar County, Texas.
|
B.
|
Easement Agreement dated May 11, 1992 by and between The Price Company and J.J. Barshop Et Al Properties recorded in Volume 5335, Page 709, amended by (i) Amendment to Easement dated November 3, 1994 by and between Circuit City Stores, Inc. and Southwest Leisure, Inc. recorded under County Clerk’s File No. 94-0199663 (Volume 6256, Page 1984); (ii) Second Amendment to Easement Agreement and Estoppel Certificate dated January 10, 1995 by and between Circuit City Stores, Inc. and S.A.P. Associates, L.L.C. recorded under County Clerk’s File No. 96-0019783 (Volume 6665, Page 892) and (iii) Third Amendment to Estoppel Agreement and Estoppel Certificate dated April 22, 1998 by and between DDRA Community Centers Four, L.P. and BB Fonds International 1 USA, L.P. recorded under County Clerk’s File No. 98-0069320 (Volume 7445, Page 724) of the Real Property records of Bexar County, Texas
|
A.
|
Declaration of Easements and Maintenance Obligations by and among CK Steele, LLC, Crosland Entity and Steele Creek (1997) Limited Partnership, dated December 15, 1998 and recorded on June 28, 2002 in Book 13757, Page 100 in the Mecklenburg County Register of Deed.
|
B.
|
Operation and Easement Agreement among Target Corporation, Home Depot U.S.A., Inc., CK Rivergate Shopping Center, LLC and Steele Creek (1997) Limited Partnership dated June (undated), 2015 and recorded on June 15, 2005 in Book 18888, Page 123 in the Mecklenburg County Register of Deed.
|
A.
|
Easement Restriction Agreement by and between Melbourne Associated Ltd., a Florida limited partnership, and Walgreen Co., an Illinois corporation, recorded in Official Records Book 2541, Page 2229, re-recorded in Official Records Book 2547, Page 2719; as affected by Easement Agreement recorded in Official Records Book 2955, Page 2989 and Deed of Correction to Easement and Restriction Agreement recorded in Official Records Book 3477, Page 1847.
|
B.
|
Easement Agreement by and between Volume Shoe Corporation, a Missouri corporation, and First Capital Income Properties Ltd., - Series IX, a Florida limited partnership, made as of October 17, 1988, recorded in Official Records Book 2955, Page 974; as affected by Amendment of Easement Agreement made as of November 6, 1989 recorded in Official Records Book 3032, Page 2975.
|
1.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC SPSANTX001, LLC;
|
2.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC ASANDSC001, LLC;
|
3.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC CPOKCOK001, LLC;
|
4.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC NPHUBOH001, LLC;
|
5.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC BBLVSNV001, LLC;
|
6.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC MCLVSNV001, LLC;
|
7.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC RGCHRNC001, LLC;
|
8.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC RBASHNC001, LLC;
|
9.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC CPFAYNC001, LLC;
|
10.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC JCLOUKY001, LLC;
|
11.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC NLLKLFL001, LLC;
|
12.
|
Property Management Agreement, made as of December 8, 2017, by and between American Finance Properties, LLC, and ARC SMWMBFL001, LLC.
|
1.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC SPSANTX001, LLC;
|
2.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC ASANDSC001, LLC;
|
3.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC CPOKCOK001, LLC;
|
4.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC NPHUBOH001, LLC;
|
5.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC BBLVSNV001, LLC;
|
6.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC MCLVSNV001, LLC;
|
7.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC RGCHRNC001, LLC;
|
8.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC RBASHNC001, LLC;
|
9.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC CPFAYNC001, LLC;
|
10.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC JCLOUKY001, LLC;
|
11.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC NLLKLFL001, LLC;
|
12.
|
Amended and Restated Property Management Agreement, dated as of April 13, 2017, between American Finance Properties, LLC, and Lincoln Retail REIT Services, LLC as amended by the First Amendment to Restated Property Management Agreement dated as of December 8. 2017, relating to property owned by ARC SMWMBFL001, LLC.
|
1.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006148, dated as of November 3, 2017 for Shoppes at West Melbourne located at 1501 West New Haven Avenue, West Melbourne, FL.
|
2.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006152, dated as of November 2, 2017 for North Lakeland Plaza, located at 4241 US Highway 98 North Lakeland, FL.
|
3.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006156, dated as of October 31, 2017 for Jefferson Commons located at 4901 Outer Loop, Louisville, KY.
|
4.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006147, dated as of November 3, 2017 for Cross Pointe Centre located at 5075 Morganton Road, Fayetteville, NC.
|
5.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006149, dated as of October 30, 2017 for Riverbend Marketplace located at 129 Bleachery Boulevard, Asheville, NC.
|
6.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006155, dated as of November 6, 2017 for Shops at Rivergate South located at 128078 South Tryon Street, Charlotte, NC.
|
7.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006146, dated as of November 2, 2017 for Montecito Crossing located at 6610-6750 North Durango Drive, Las Vegas, NV.
|
8.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006154, dated as of November 4, 2017 for Best on the Boulevard located at 3810-3910 South Maryland Parkway, Las Vegas, NV.
|
9.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006145, dated as of November 2, 2017 for Northpark Center located at 8221 Old Troy Pike, Huber Heights (Dayton), OH.
|
10.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006151, dated as of November 6, 2017 for Centennial Plaza located at 2900 & 2930 NW 59
th
St., 5801 & 5901 N. May Ave., Oklahoma City, OK.
|
11.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006150, dated as of November 1, 2017 for Anderson Station located at 108 Station Drive, Anderson, SC.
|
12.
|
Property Condition Report, prepared by EBI Consulting as EBI Project No. 1117006153, dated as of November 2, 2017 for San Pedro Crossing located at 303-333 Northwest Loop 410, San Antonio, TX.
|
Free Rent
|
||
Tenant
|
Amount
|
Period
|
Aldi (1)
|
$154,430
|
12-8-17 through 7-4-18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$154,430
|
|
Monthly
|
$22,061
|
|
1.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-2, dated as of December 8, 2017 for Shoppes at West Melbourne located at 1501 West New Haven Avenue, West Melbourne, FL.
|
2.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-8, dated as of December 6, 2017 for North Lakeland Plaza, located at 4241 US Highway 98 North Lakeland, FL.
|
3.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-5, dated as of November 30, 2017 for Jefferson Commons located at 4901 Outer Loop, Louisville, KY.
|
4.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-3, dated as of November 30, 2017 for Cross Pointe Centre located at 5075 Morganton Road, Fayetteville, NC.
|
5.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-9, dated as of December 8, 2017 for Riverbend Marketplace located at 129 Bleachery Boulevard, Asheville, NC.
|
6.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-12, dated as of December 8, 2017 for Shops at Rivergate South located at 128078 South Tryon Street, Charlotte, NC.
|
7.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-10, dated as of December 5, 2017 for Montecito Crossing located at 6610-6750 North Durango Drive, Las Vegas, NV.
|
8.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-11, dated as of December 4, 2017 for Best on the Boulevard located at 3810-3910 South Maryland Parkway, Las Vegas, NV.
|
9.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-6, dated as of December 4, 2017 for Northpark Center located at 8221 Old Troy Pike, Huber Heights (Dayton), OH.
|
10.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-1, dated as of December 7, 2017 for Centennial Plaza located at 2900 & 2930 NW 59
th
St., 5801 & 5901 N. May Ave., Oklahoma City, OK.
|
11.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-7, dated as of December 8, 2017 for Anderson Station located at 108 Station Drive, Anderson, SC.
|
12.
|
Zoning Report, prepared by The Planning & Zoning Resource Company as PZR Site Number 107906-4, dated as of December 8, 2017 for San Pedro Crossing located at 303-333 Northwest Loop 410, San Antonio, TX.
|
|
Property
|
Tenant
|
SF
|
1
|
Cross Pointe Center
|
DEVELOPERS REALTY CORP (and related subleases)
|
104,155
|
2
|
Centennial Plaza
|
HOME DEPOT
|
102,962
|
3
|
Northpark Center
|
N ELDER BEERMAN
|
101,840
|
4
|
Riverbend Marketplace
|
Kohl's
|
88,408
|
5
|
North Lakeland Plaza
|
Beall's Department Store
|
84,146
|
6
|
Northpark Center
|
KOHL'S
|
80,731
|
7
|
Jefferson Commons
|
ACADEMY
|
71,914
|
8
|
Best on the Boulevard
|
Best Buy
|
57,726
|
9
|
Anderson Station
|
Hobby Lobby
|
55,000
|
10
|
North Lakeland Plaza
|
Best Buy Stores, L.P.
|
51,868
|
1.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006148, dated as of November 3, 2017 for Shoppes at West Melbourne located at 1501 West New Haven Avenue, West Melbourne, FL.
|
2.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006152, dated as of November 2, 2017 for North Lakeland Plaza, located at 4241 US Highway 98 North Lakeland, FL.
|
3.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006156, dated as of November 1, 2017 for Jefferson Commons located at 4901 Outer Loop, Louisville, KY.
|
4.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006147, dated as of November 3, 2017 for Cross Pointe Centre located at 5075 Morganton Road, Fayetteville, NC.
|
5.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006149, dated as of November 1, 2017 for Riverbend Marketplace located at 129 Bleachery Boulevard, Asheville, NC.
|
6.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006155, dated as of November 3, 2017 for Shops at Rivergate South located at 128078 South Tryon Street, Charlotte, NC.
|
7.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006146, dated as of November 2, 2017 for Montecito Crossing located at 6610-6750 North Durango Drive, Las Vegas, NV.
|
8.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006154, dated as of November 2, 2017 for Best on the Boulevard located at 3810-3910 South Maryland Parkway, Las Vegas, NV.
|
9.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006145, dated as of November 2, 2017 for Northpark Center located at 8221 Old Troy Pike, Huber Heights (Dayton), OH.
|
10.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006151, dated as of November 6, 2017 for Centennial Plaza located at 2900 & 2930 NW 59
th
St., 5801 & 5901 N. May Ave., Oklahoma City, OK.
|
11.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006150, dated as of November 3, 2017 for Anderson Station located at 108 Station Drive, Anderson, SC.
|
12.
|
Phase I Environmental Site Assessment Report, prepared by EBI Consulting as EBI Project No. 1117006153, dated as of November 2, 2017 for San Pedro Crossing located at 303-333 Northwest Loop 410, San Antonio, TX.
|
Tenant Improvements
|
Estimated
|
Leasing Commissions
|
Estimated
|
||
Tenant
|
Amount
|
Payout Month
|
Tenant
|
Amount
|
Payout Month
|
Affordable Dentures
|
$10,000
|
12/17
|
The Container Store
|
$30,369
|
2/18
|
Metro Diner
|
$153,850
|
12/17
|
Best Buy
|
$21,161
|
2/18
|
Ulta
|
$300,000
|
8/18
|
Bed Bath & Beyond
|
$9,823
|
2/18
|
H&R Block
|
$15,000
|
12/17
|
Scottrade
|
$588
|
12/17
|
|
|
|
Sport Clips
|
$1,836
|
2/18
|
|
|
|
Vitamin Shoppe
|
$12,549
|
11/18
|
|
|
|
Ulta
|
$37,800
|
8/18
|
|
|
|
Aldi
|
$166,062
|
7/18
|
|
|
|
Marshall's
|
$22,715
|
6/19
|
|
|
|
Glamour Nails
|
$2,520
|
12/17
|
|
|
|
Haute Nails
|
$1,935
|
2/18
|
|
|
|
Wingstop
|
$11,988
|
2/18
|
Total
|
$478,850
|
|
Total
|
$319,346
|
|
1.
|
$25,000,000 Promissory Note A-1, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
2.
|
$25,000,000 Promissory Note A-2, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
3.
|
$20,000,000 Promissory Note A-3, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
4.
|
$12,000,000 Promissory Note A-4, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
5.
|
$10,000,000 Promissory Note A-5, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
6.
|
$10,000,000 Promissory Note A-6, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
7.
|
$5,000,000 Promissory Note A-7, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
8.
|
$5,000,000 Promissory Note A-8, dated December 8, 2017, by Borrowers in favor of Societe Generale as payee;
|
9.
|
$20,000,000 Promissory Note A-9, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, by and through its branch as payee;
|
10.
|
$20,000,000 Promissory Note A-10, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York e as payee;
|
11.
|
$15,000,000 Promissory Note A-11, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York as payee;
|
12.
|
$15,000,000 Promissory Note A-12, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York as payee;
|
13.
|
$10,000,000 Promissory Note A-13, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York as payee;
|
14.
|
$8,000,000 Promissory Note A-14, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York as payee;
|
15.
|
$5,000,000 Promissory Note A-15, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York as payee;
|
16.
|
$5,000,000 Promissory Note A-16, dated December 8, 2017, by Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York as payee.
|
|
Borrower Entity
|
Property Name
|
Address
|
City
|
State
|
County
|
Zip Code
|
1
|
ARC SMWMBFL001, LLC
|
Shoppes at West Melbourne
|
1501 West New Haven Avenue
|
West Melbourne
|
FL
|
Brevard
|
32904
|
2
|
ARC NLLKLFL001, LLC
|
North Lakeland Plaza
|
4241 US Highway 98 North
|
Lakeland
|
FL
|
Polk
|
33809
|
3
|
ARC JCLOUKY001, LLC
|
Jefferson Commons
|
4901 Outer Loop
|
Louisville
|
KY
|
Jefferson
|
40219
|
4
|
ARC CPFAYNC001, LLC
|
Cross Pointe Centre
|
5075 Morganton Road
|
Fayetteville
|
NC
|
Cumberland
|
28314
|
5
|
ARC RBASHNC001, LLC
|
Riverbend Marketplace
|
129 Bleachery Boulevard
|
Asheville
|
NC
|
Buncombe
|
28803
|
6
|
ARC RGCHRNC001, LLC
|
Shops at Rivergate South
|
13450 & 13610 Hoover Creek Blvd and 14310 & 14318 Rivergate Drive
|
Charlotte
|
NC
|
Mecklenburg
|
28273
|
7
|
ARC MCLVSNV001, LLC
|
Montecito Crossing
|
6610-6750 North Durango Drive
|
Las Vegas
|
NV
|
Clark
|
89149
|
8
|
ARC BBLVSNV001, LLC
|
Best on the Boulevard
|
3810-3910 South Maryland Parkway
|
Las Vegas
|
NV
|
Clark
|
89119
|
9
|
ARC NPHUBOH001, LLC
|
Northpark Center
|
8221 Old Troy Pike
|
Huber Heights (Dayton)
|
OH
|
Montgomery
|
45424
|
10
|
ARC CPOKCOK001, LLC
|
Centennial Plaza
|
2900 & 2930 NW 59
th
St.
5801 & 5901 N. May Ave.
|
Oklahoma City
|
OK
|
Oklahoma
|
73112
|
11
|
ARC ASANDSC001, LLC
|
Anderson Station
|
108 Station Drive
|
Anderson
|
SC
|
Anderson
|
29621
|
12
|
ARC SPSANTX001, LLC
|
San Pedro Crossing
|
303-333 Northwest Loop 410
|
San Antonio
|
TX
|
Bexar
|
78216
|
OWNER SUBSIDIARIES:
ARC SWWCHOH001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC PTSCHIL001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC SWHOUTX001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC SSSDLLA001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC NWNCHSC001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC NCCHRNC001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC CPOKCOK001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC SSSEBFL001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC CTCHRNC001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC SMWMBFL001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC SWWMGPA001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC SRTULOK001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC PSFKFKY001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC WLHUMTX001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC CLORLFL001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC TMMONPA001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC WEMPSMN001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC CPFAYNC001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC TCMESTX001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC HCHARTX001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC LCROWTX001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC SPSANTX001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC TSKCYMO001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC BHTVCMI001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC PRLAWKS001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC QSOKCOK001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC JCLOUKY001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC NPHUBOH001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC ASANDSC001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC PCBIRAL001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC NLLKLFL001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC RBASHNC001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC MCLVSNV001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC BBLVSNV001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
ARC RGCHRNC001, LLC
a Delaware limited liability company
By:
/s/ James A. Tanaka
Name: James A. Tanaka
Title: Authorized Signatory
|
(8)
|
a calculation of the fees paid in accordance with
Section 5.3
hereof; and
|
If mailed or personally
delivered to the Company: |
American Finance Trust, Inc.
405 Park Avenue New York, New York 10022 Telephone: (212) 415-6500 Facsimile: (212) 421-5799 Attention: Legal Department |
With a copy mailed to:
|
Proskauer Rose LLP
Eleven Times Square New York, NY 10036 Attention: Mr. Peter M. Fass, Esq. |
If mailed or personally delivered to the Property Manager:
|
American Finance Properties, LLC
405 Park Avenue New York, New York 10022 Telephone: (212) 415-6500 Facsimile: (212) 421-5799 Attention: Legal Department. |
With a copy mailed to:
|
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas New York, NY 10019 Attention: Mr. Jeffrey D. Marell, Esq. |
With a copy mailed to:
|
Lincoln Retail REIT Services, LLC
2000 McKinney Avenue, Suite 1000 Dallas, Texas 75201 Attention: Mr. Robert Dozier Mr. Gregory Courtwright |
By:
|
Name: Title: |
By:
|
Name: Title: |
Name
|
Jurisdiction of Formation/Incorporation
|
55 Corporate Drive Condominium Association, LLC
|
Delaware
|
AFIN BB Loan, LLC
|
Delaware
|
AFIN Commercial Lending, LLC
|
Delaware
|
AFIN CS Loan, LLC
|
Delaware
|
AFIN High Yield Securities, LLC
|
Delaware
|
AFIN Subsidiary REIT, LLC
|
Delaware
|
AFIN UBS Loan, LLC
|
Delaware
|
American Finance Operating Partnership, L.P.
|
Delaware
|
ARC AAANGIN001, LLC
|
Delaware
|
ARC AABNLFL001, LLC
|
Delaware
|
ARC AATNTMA001, LLC
|
Delaware
|
ARC AAWSNGA001, LLC
|
Delaware
|
ARC ABHNDMS001, LLC
|
Delaware
|
ARC AMWNRKY001, LLC
|
Delaware
|
ARC ARERIPA001, LLC
|
Delaware
|
ARC ARVIRMN001, LLC
|
Delaware
|
ARC ASCGRMO001, LLC
|
Delaware
|
ARC AZCROMI001, LLC
|
Delaware
|
ARC AZCTOLA001, LLC
|
Delaware
|
ARC AZTMPGA001, LLC
|
Delaware
|
ARC BFFTMFL001, LLC
|
Delaware
|
ARC BKMST41001, LLC
|
Delaware
|
ARC CBDTNPA001, LLC
|
Delaware
|
ARC CBLDLPA001, LLC
|
Delaware
|
ARC CBLMAPA001, LLC
|
Delaware
|
ARC CBPHLPA001, LLC
|
Delaware
|
ARC CBPHLPA002, LLC
|
Delaware
|
ARC CBPHLPA003, LLC
|
Delaware
|
ARC CBPHLPA004, LLC
|
Delaware
|
ARC CBPLHPA004, LLC
|
Delaware
|
ARC CBRBRPA001, LLC
|
Delaware
|
ARC CBWNEPA001, LLC
|
Delaware
|
ARC CHLKJTX001, LLC
|
Delaware
|
ARC CHVCTTX001, LLC
|
Delaware
|
ARC CKMST19001, LLC
|
Delaware
|
ARC CVANSAL001, LLC
|
Delaware
|
ARC CVDETMI001, LLC
|
Delaware
|
ARC CVHYKMA001, LLC
|
Delaware
|
ARC DB5PROP001, LLC
|
Delaware
|
ARC DB5SAAB001, LLC
|
Delaware
|
ARC DGATHMI001, LLC
|
Delaware
|
ARC DGBGLLA001, LLC
|
Delaware
|
ARC DGBKHMS001, LLC
|
Delaware
|
ARC DGBNBGA001, LLC
|
Delaware
|
ARC DGCHEOK001, LLC
|
Delaware
|
ARC DGCMBMS001, LLC
|
Delaware
|
ARC DGDNDLA001, LLC
|
Delaware
|
ARC DGDVLLA001, LLC
|
Delaware
|
ARC DGFHLLA001, LLC
|
Delaware
|
ARC DGFLRMI001, LLC
|
Delaware
|
ARC DGFRTMS001, LLC
|
Delaware
|
ARC DGFTSAR001, LLC
|
Delaware
|
ARC DGGNWLA001, LLC
|
Delaware
|
ARC DGGSBVA001, LLC
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Delaware
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ARC DGGVLMS002, LLC
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Delaware
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ARC DGHBKLA001, LLC
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Delaware
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ARC DGHDNMI001, LLC
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Delaware
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ARC DGHTGWV001, LLC
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Delaware
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ARC DGHTSAR001, LLC
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Delaware
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ARC DGLAFTN001, LLC
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Delaware
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ARC DGLCRMN002, LLC
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Delaware
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ARC DGMBLAR001, LLC
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Delaware
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ARC DGMKNMI001, LLC
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Delaware
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ARC DGMRALA001, LLC
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Delaware
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ARC DGMSNTX002, LLC
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Delaware
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ARC DGNTALA001, LLC
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Delaware
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ARC DGRLFMS001, LLC
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Delaware
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ARC DGRSEMI001, LLC
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Delaware
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ARC DGRYLAR001, LLC
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Delaware
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ARC DGSRBMO001, LLC
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Delaware
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ARC DGSTNVA001, LLC
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Delaware
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ARC DGSVNMO001, LLC
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Delaware
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ARC DGTLSLA001, LLC
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Delaware
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ARC DGVDRTX001, LLC
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Delaware
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ARC DGVNLTN001, LLC
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Delaware
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ARC DGWPTMS001, LLC
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Delaware
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ARC DGWRNIN001, LLC
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Delaware
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ARC DGWSNNY001, LLC
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Delaware
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ARC FDBRNLA001, LLC
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Delaware
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ARC FDBTLKY001, LLC
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Delaware
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ARC FDCHLID001, LLC
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Delaware
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ARC FDCRLMO001, LLC
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Delaware
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ARC FDDNVAR001, LLC
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Delaware
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ARC FDDXRNM001, LLC
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Delaware
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ARC FDFNTPA001, LLC
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Delaware
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ARC FDHCRTX001, LLC
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Delaware
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ARC FDKRMCO001, LLC
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Delaware
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ARC FDOCYLA001, LLC
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Delaware
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ARC FDPLSTX001, LLC
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Delaware
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ARC FDWLDCO001, LLC
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Delaware
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ARC FEBSMND001, LLC
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Delaware
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ARC FECNBIA001, LLC
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Delaware
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ARC FEEGLWI001, LLC
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Delaware
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ARC FEGRFND001, LLC
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Delaware
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ARC FELELMS001, LLC
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Delaware
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ARC FESOUIA001, LLC
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Delaware
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ARC FEWAUWI001, LLC
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Delaware
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ARC FEWTNSD001, LLC
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Delaware
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ARC FLCLTNC001, LLC
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Delaware
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ARC FMMTCNJ001, LLC
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Delaware
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ARC FMMTVAL001, LLC
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Delaware
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ARC FMSNHPA001, LLC
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Delaware
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ARC HR5BEIL001, LLC
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Delaware
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ARC HR5BIAL001, LLC
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Delaware
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ARC HR5BPMN001, LLC
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Delaware
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ARC HR5CSAL001, LLC
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Delaware
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ARC HR5CSMA001, LLC
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Delaware
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ARC HR5CSMA002, LLC
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Delaware
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ARC HR5CSMA003, LLC
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Delaware
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ARC HR5CSMD001, LLC
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Delaware
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ARC HR5CURI001, LLC
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Delaware
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ARC HR5CVGA001, LLC
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Delaware
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ARC HR5DOGA001, LLC
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Delaware
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ARC HR5GAGA001, LLC
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Delaware
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ARC HR5GANC001, LLC
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Delaware
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ARC HR5GASC001, LLC
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Delaware
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ARC HR5GAVA001, LLC
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Delaware
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ARC HR5GBNC001, LLC
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Delaware
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ARC HR5GRSC001, LLC
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Delaware
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ARC HR5HASC001, LLC
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Delaware
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ARC HR5HOTX001, LP
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Delaware
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ARC HR5HOWI001, LLC
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Delaware
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ARC HR5HPNY001, LLC
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Delaware
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ARC HR5MCFL001, LLC
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Delaware
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ARC HR5MSSE001, LLC
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Delaware
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ARC HR5MSSSE001, LLC
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Delaware
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ARC HR5NCTN001, LLC
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Delaware
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ARC HR5PEGA001, LLC
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Delaware
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ARC HR5PISC001, LLC
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Delaware
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ARC HR5SINJ001, LLC
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Delaware
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ARC HR5SLUT001, LLC
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Delaware
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ARC HR5SNFI001 SPE, LLC
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Delaware
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ARC HR5SNFI001 SPE,LLC
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Delaware
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ARC HR5SNFI001, LLC
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Delaware
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ARC HR5SOCT001, LLC
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Delaware
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ARC HR5SSMA001, LLC
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Delaware
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ARC HR5SSMA002, LLC
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Delaware
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ARC HR5SSMA003, LLC
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Delaware
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ARC HR5SSRI001, LLC
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Delaware
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ARC HR5STP1001, LLC
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Delaware
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ARC HR5STP1001,LLC
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Delaware
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ARC HR5STP1002, LLC
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Delaware
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ARC HR5STP1002,LLC
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Delaware
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ARC HR5STP2001, LLC
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Delaware
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ARC HR5STP2002, LLC
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Delaware
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ARC HR5STP2002,LLC
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Delaware
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ARC HR5STP3001, LLC
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Delaware
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ARC HR5STP3002, LLC
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Delaware
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ARC HR5VAGA001, LLC
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Delaware
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ARC HR5ZUMN001, LLC
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Delaware
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ARC JCHUSTX001, LLC
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Delaware
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ARC JCWSTCO001, LLC
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Delaware
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ARC LWAKNSC001, LLC
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Delaware
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ARC LWFYTNC001, LLC
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Delaware
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ARC LWMCNGA001, LLC
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Delaware
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ARC LWNBNNC001, LLC
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Delaware
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ARC LWRMTNC001, LLC
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Delaware
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ARC MFAKNSC001, LLC
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Delaware
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ARC MFFNCAL001, LLC
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Delaware
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ARC MFHLDMI001, LLC
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Delaware
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ARC MFKXVTN002, LLC
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Delaware
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ARC MFMCDGA001, LLC
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Delaware
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ARC MFMDNID001, LLC
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Delaware
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ARC MFSGWMI001, LLC
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Delaware
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ARC MFTSEFL002, LLC
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Delaware
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ARC MFVALGA001, LLC
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Delaware
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ARC NPHUBOH001, LLC
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Delaware
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ARC NTMNDIL001, LLC
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Delaware
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ARC NTSNTTX001, LLC
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Delaware
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ARC ORMNTWI001, LLC
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Delaware
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ARC PRLAWKS001,LLC
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Delaware
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ARC TKLWSFL001, LLC
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Delaware
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ARC TPEGPTX001, LLC
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Delaware
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ARC TSHRLKY001, LLC
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Delaware
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ARC TSHTNMI001, LLC
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Delaware
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ARC TSVRNCT001, LLC
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Delaware
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ARC WGBEATX001, LLC
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Delaware
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ARC WGBTDIA001, LLC
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Delaware
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ARC WGBTDIAOO1, LLC
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Delaware
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ARC WGGLTWY001, LLC
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Delaware
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ARC WGLNSMI001, LLC
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Delaware
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ARC WGOKCOK001, LLC
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Delaware
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ARC WGPNBAR001, LLC
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Delaware
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ARC WGTKRGA001, LLC
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Delaware
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ARC WGWFDMI001, LLC
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Delaware
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ARG BE23PROP01, LLC
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Delaware
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ARG BHCLMSC001, LLC
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Delaware
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ARG BHELKNV001, LLC
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Delaware
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ARG BHJCKFL001, LLC
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Delaware
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ARG BHSLPLA001, LLC
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Delaware
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ARG CHMCHIL001, LLC
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Delaware
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ARG CHMCPIL001, LLC
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Delaware
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ARG CKHARTX001, LLC
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Delaware
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ARG CKLRDTX001, LLC
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Delaware
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ARG CKLRDTX002, LLC
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Delaware
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ARG CKLRDTX003, LLC
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Delaware
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ARG CKRGNTX001, LLC
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Delaware
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ARG CKWSLTX001, LLC
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Delaware
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ARG DGDWTNY001, LLC
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Delaware
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ARG DGFRMNY001, LLC
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Delaware
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ARG DGGDDNY001, LLC
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Delaware
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ARG DGKNGNY001, LLC
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Delaware
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ARG DGKRHNY001, LLC
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Delaware
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ARG DGOTGNY001, LLC
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Delaware
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ARG DGPRSNY001, LLC
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Delaware
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ARG DGUTCNY001, LLC
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Delaware
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ARG ECEDMOK001, LLC
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Delaware
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ARG FEBRNMN001, LLC
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Delaware
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ARG FECSPWY001, LLC
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Delaware
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ARG FERLLMO001, LLC
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Delaware
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ARG HD4PSLB001, LLC
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Delaware
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ARG JAFPTIL001, LLC
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Delaware
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ARG MEBDWGA001, LLC
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Delaware
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ARG MEBFDGA001, LLC
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Delaware
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ARG MECANGA001, LLC
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Delaware
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ARG MECTWGA001, LLC
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Delaware
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ARG MEDGVGA001, LLC
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Delaware
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ARG MEJSPGA001, LLC
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Delaware
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ARG MERDBALL003, LLC
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Delaware
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ARG MESMVGA001, LLC
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Delaware
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ARG METRNGA001, LLC
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Delaware
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ARG MEWSKGA001, LLC
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Delaware
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ARG PBBVROH001, LLC
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Delaware
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ARG PBNBLIN001, LLC
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Delaware
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ARG RRFRVOH001, LLC
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Delaware
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ARG SBTLHFL001, LLC
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Delaware
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ARG SBTLHFL002, LLC
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Delaware
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ARG SBTLHFL003, LLC
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Delaware
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ARG SNBLXMS001, LLC
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Delaware
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ARG SNCLLMS001, LLC
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Delaware
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ARG SNELLMS001, LLC
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Delaware
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ARG SNGLFMS001, LLC
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Delaware
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ARG SNGLFMS002, LLC
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Delaware
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ARG SNGLFMS003, LLC
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Delaware
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ARG SNHTTMS001, LLC
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Delaware
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ARG SNLNBMS001, LLC
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Delaware
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ARG SNLTHFL001, LLC
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Delaware
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ARG SNMGEMS001. LLC
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Delaware
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ARG SNPLCFL001, LLC
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Delaware
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ARG SNPRVMS001, LLC
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Delaware
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ARG SNPTLMS001, LLC
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Delaware
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ARG SNRBRAL001, LLC
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Delaware
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ARG SNRVRFL001, LLC
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Delaware
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1.
|
I have reviewed this
Annual
Report on Form
10-K
of
American Finance Trust, Inc.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 16th day of March, 2018
|
|
/s/ Edward M. Weil, Jr.
|
|
|
Edward M. Weil, Jr.
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this
Annual
Report on Form
10-K
of
American Finance Trust, Inc.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 16th day of March, 2018
|
|
/s/ Katie P. Kurtz
|
|
|
Katie P. Kurtz
|
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
/s/ Edward M. Weil, Jr.
|
|
Edward M. Weil, Jr.
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Katie P. Kurtz
|
|
Katie P. Kurtz
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
(Principal Financial Officer and Principal Accounting Officer)
|