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SPIRIT REALTY CAPITAL, INC. - Annual Report: 2017 (Form 10-K)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2017         
Commission File Number 001-36004
 
SPIRIT REALTY CAPITAL, INC.
SPIRIT REALTY, L.P.
(Exact name of registrant as specified in its charter)
 
Spirit Realty Capital, Inc.
 
Maryland
 
20-1676382
Spirit Realty, L.P.
 
Delaware
 
20-1127940
 
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
2727 North Harwood Street, Suite 300, Dallas, Texas 75201
 
(972) 476-1900
 
 
(Address of principal executive offices; zip code)
 
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class:
 
Name of exchange on which registered:
Spirit Realty Capital, Inc.
 
Common Stock, $0.01 par value per share
 
New York Stock Exchange
 
 
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
 
New York Stock Exchange
Spirit Realty, L.P.
 
None
 
None
Securities registered pursuant to Section 12(g) of the Act:
Spirit Realty Capital, Inc.
 
None
Spirit Realty, L.P.
 
None
 
 
 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Spirit Realty Capital, Inc.     Yes  x No   o         Spirit Realty, L.P.     Yes  o No   x 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 
Spirit Realty Capital, Inc.     Yes  o No   x         Spirit Realty, L.P.     Yes  x No   o 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Spirit Realty Capital, Inc.     Yes  x No   o         Spirit Realty, L.P.     Yes  o No   x 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
Spirit Realty Capital, Inc.     Yes  x No   o         Spirit Realty, L.P.     Yes  x No   o 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Spirit Realty Capital, Inc.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Spirit Realty, L.P.
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Spirit Realty Capital, Inc.     o             Spirit Realty, L.P.     o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     
Spirit Realty Capital, Inc.     Yes  o No   x         Spirit Realty, L.P.     Yes  o No   x 
As of June 30, 2017 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of Spirit Realty Capital, Inc's shares of common stock, $0.01 par value, held by non-affiliates of the Registrant, was $3.4 billion based on the last reported sale price of $7.41 per share on the New York Stock Exchange on June 30, 2017.
There is no public trading market for the common units of limited partnership interest of Spirit Realty, L.P. As a result, the aggregate market value of the common units of limited partnership interest held by non-affiliates of Spirit Realty, L.P. cannot be determined.
The number of outstanding shares of Spirit Realty Capital, Inc.'s common stock, $0.01 par value, as of February 20, 2018, was 448,835,524 shares.

Documents Incorporated by Reference

Certain specific portions of the definitive Proxy Statement for Spirit Realty Capital, Inc.'s 2018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. Only those portions of the Proxy Statement which are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K.

 



Explanatory Note

This report combines the annual reports on Form 10-K for the year ended December 31, 2017 of Spirit Realty Capital, Inc., a Maryland corporation, and Spirit Realty, L.P., a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” or the “Company” refer to Spirit Realty Capital, Inc. together with its consolidated subsidiaries, including Spirit Realty, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to the “Operating Partnership” refer to Spirit Realty, L.P. together with its consolidated subsidiaries.
Spirit General OP Holdings, LLC ("OP Holdings") is the sole general partner of the Operating Partnership. The Company is a real estate investment trust, or REIT, and the sole member of OP Holdings, as well as the special limited partner of the Operating Partnership. As sole member of the general partner of our Operating Partnership, our Company has the full, exclusive and complete responsibility for our Operating Partnership’s day-to-day management and control.
We believe combining the annual reports on Form 10-K of our Company and Operating Partnership into a single report results in the following benefits:
enhancing investors’ understanding of our Company and Operating Partnership by enabling investors to view the business as a whole, reflective of how management views and operates the business;
eliminating duplicative disclosure and providing a streamlined presentation as a substantial portion of the disclosures apply to both our Company and Operating Partnership; and
creating time and cost efficiencies by preparing one combined report in lieu of two separate reports.
There are a few differences between our Company and Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand these differences in the context of how we operate as an interrelated, consolidated company. Our Company is a REIT, the only material assets of which are the partnership interests in our Operating Partnership. As a result, our Company does not conduct business itself, other than acting as the sole member of the general partner of our Operating Partnership, issuing equity from time to time and guaranteeing certain debt of our Operating Partnership. Our Operating Partnership holds substantially all the assets of our Company. Our Company issued convertible notes and guarantees some of the debt of our Operating Partnership, see Note 4 to the consolidated financial statements herein for further discussion. Our Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from issuance of convertible notes and equity issuances by our Company, which are generally contributed to our Operating Partnership in exchange for partnership units of our Operating Partnership, our Operating Partnership generates the capital required by our Company’s business through our Operating Partnership’s operations or our Operating Partnership’s incurrence of indebtedness.
The presentation of stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of our Company and those of our Operating Partnership. The partnership units in our Operating Partnership are accounted for as partners’ capital in our Operating Partnership’s consolidated financial statements. There are no non-controlling interests in the Company or the Operating Partnership.
To help investors understand the significant differences between our Company and our Operating Partnership, this report presents the consolidated financial statements separately for our Company and our Operating Partnership. All other sections of this report, including “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” are presented together for our Company and our Operating Partnership.
In order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that our Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, or the Exchange Act, and 18 U.S.C. §1350, this report also includes separate “Item 9A. Controls and Procedures” sections and separate Exhibit 31 and 32 certifications for each of our Company and our Operating Partnership.





SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
INDEX
PART I
 
 
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosure
PART II
 
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
 
 
Item 15.
Exhibits, Financial Statement Schedules
SIGNATURES
 

 

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GLOSSARY
Definitions:
 
1031 Exchange
Tax-deferred like-kind exchange of properties held for business or investment purposes, pursuant to Section 1031 of the Code
2013 Credit Facility
$400.0 million secured credit facility pursuant to the credit agreement between the Operating Partnership and certain lenders dated July 17, 2013
2017 Tax Legislation
Tax Cuts and Jobs Act
2019 Notes
$402.5 million convertible notes of the Corporation due in 2019
2021 Notes
$345.0 million convertible notes of the Corporation due in 2021
ACM
Asbestos-Containing Materials
ADA
Americans with Disabilities Act
AFFO
Adjusted Funds From Operations
Amended Incentive Award Plan
Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan
AOCL
Accumulated Other Comprehensive Loss
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
ATM Program
At the Market equity distribution program, pursuant to which the Corporation may offer and sell registered shares of common stock from time to time
CMBS
Commercial Mortgage Backed Securities
Code
Internal Revenue Code of 1986, as amended
Cole II
Cole Credit Property Trust II, Inc.
Collateral Pools
Pools of collateral assets that are pledged to the indenture trustee for the benefit of the noteholders and secure obligations of issuers under the Spirit Master Funding Program
Company
The Corporation and its consolidated subsidiaries
Contractual Rent
Monthly contractual cash rent and earned income from direct financing leases, excluding percentage rents, from our properties owned fee-simple or ground leased, recognized during the final month of the reporting period, adjusted to exclude amounts received from properties sold during that period and adjusted to include a full month of contractual rent for properties acquired during that period
Convertible Notes
The 2019 Notes and 2021 Notes, together
Corporation
Spirit Realty Capital, Inc., a Maryland corporation
CPI
Consumer Price Index
Credit Agreement
Revolving credit facility agreement between the Operating Partnership and certain lenders dated March 31, 2015, as amended or otherwise modified from time to time
EBITDA
Earnings Before Interest, Taxes, Depreciation and Amortization
EBITDAR
Earnings Before Interest, Taxes, Depreciation, Amortization and Rent
EDF
Expected Default Frequency
Exchange Act
Securities Exchange Act of 1934, as amended
Exchange Offer
The May 2014 exchange of the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued 2014 Notes
FASB
Financial Accounting Standards Board
FFO
Funds From Operations
Fitch
Fitch Ratings
GAAP
Generally Accepted Accounting Principles in the United States
IASB
International Accounting Standards Board
IFRS
International Financial Reporting Standards
IRS
Internal Revenue Service
LIBOR
London Interbank Offered Rate



Definitions:
 
Master Trust 2013
The net-lease mortgage securitization trust established in 2013 under the Spirit Master Funding Program
Master Trust 2014
The net-lease mortgage securitization trust established in 2005 and amended and restated in 2014 under the Spirit Master Funding Program
Master Trust Exchange Costs
Legal, accounting and financial advisory services costs incurred in connection with the Exchange Offer
Master Trust Notes
Master Trust 2013 and Master Trust 2014, together
Master Trust Release
Proceeds from the sale of assets securing the Master Trust Notes held in restricted accounts until a qualifying substitution is made or until used for principal reduction
Merger
Acquisition on July 17, 2013 of Cole II by the Company, in which the Company merged with and into the Cole II legal entity
Merger Exchange Ratio
Merger exchange ratio of 1.9048
MGCL
Maryland General Corporation Law
Moody's
Moody's Investor Services
NAREIT
National Association of Real Estate Investment Trusts
NYSE
New York Stock Exchange
OP Holdings
Spirit General OP Holdings, LLC
Operating Partnership
Spirit Realty, L.P., a Delaware limited partnership
REIT
Real Estate Investment Trust
Revolving Credit Facility
$800.0 million unsecured credit facility pursuant to the Credit Agreement
S&P
Standard & Poor's Rating Services
SEC
Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
Senior Unsecured Notes
$300 million aggregate principal amount of senior notes issued in August 2016
Series A Preferred Stock
6,900,000 shares of 6.000% Cumulative Redeemable Preferred Stock issued October 3, 2017, with a liquidation preference of $25.00 per share.
Shopko
Specialty Retail Shops Holding Corp. and certain of its affiliates
SMTA
Spirit MTA REIT, a Maryland real estate investment trust
Spin-Off
Creation of an independent, publicly traded REIT, SMTA, through contribution of properties leased to Shopko, assets that collateralize Master Trust 2014 and potential additional assets
Spirit Master Funding Program
The Company's asset-backed securitization program that comprises Master Trust 2013 and Master Trust 2014
Term Loan
$420.0 million senior unsecured term facility pursuant to the Term Loan Agreement
Term Loan Agreement
Term loan agreement between the Operating Partnership and certain lenders dated November 3, 2015, as amended or otherwise modified from time to time
TRS
Taxable REIT Subsidiary, a corporation, other than a REIT, in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary
TSR
Total Shareholder Return
U.S.
United States
Vacant
Owned properties which are not economically yielding
Unless otherwise indicated or unless the context requires otherwise, all references to the "registrant," the "Company," "Spirit Realty Capital," "we," "us" or "our" refer to the Corporation and its consolidated subsidiaries, including the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, all references to the "Operating Partnership" refer to Spirit Realty, L.P. and its consolidated subsidiaries.



PART I

The following discussion relates to our consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. Statements contained in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Some of the information presented is forward-looking in nature, including information concerning projected future occupancy rates, rental rate increases, property development timing and investment amounts. Although the information is based on our current expectations, actual results could vary from expectations stated in this report. Numerous factors will affect our actual results, some of which are beyond our control. These include the breadth and duration of the current economic environment and its impact on our tenants, the strength of commercial and industrial real estate markets, market conditions affecting tenants, competitive market conditions, interest rate levels, volatility in our stock price and capital market conditions. You are cautioned not to place undue reliance on this information, which speaks only as of the date of this report. We assume no obligation to update publicly any forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws to disclose material information. For a discussion of important risks related to our business, and related to investing in our securities, including risks that could cause actual results and events to differ materially from results and events referred to in the forward-looking information, see Item 1A. “Risk Factors - Special Note Regarding Forward-Looking Statements” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K might not occur.
Available Information
The Corporation's principal executive offices are located at 2727 North Harwood Street, Suite 300, Dallas, Texas 75201. Our telephone number at that location is 972-476-1900. We maintain a website at www.spiritrealty.com. On the Investor Relations page of our website, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and the Section 16 filings of our directors and officers, as well as any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. All such filings on our Investor Relations page of our website are available to be viewed free of charge. Also available on our website, free of charge, are our corporate governance guidelines, the charters of the nominating and corporate governance, audit and compensation committees of our Board of Directors and our code of business conduct and ethics (which applies to all directors and employees, including our principal executive officer, principal financial officer and principal accounting officer).
Information contained on or hyperlinked from our website is not incorporated by reference into and should not be considered part of this Annual Report on Form 10-K or our other filings with the SEC. A copy of this Annual Report on Form 10-K is available without charge upon written request to: Investor Relations, Spirit Realty Capital, Inc., 2727 North Harwood Street, Suite 300, Dallas, Texas 75201. All reports we file with the SEC are available free of charge on the SEC's website at www.sec.gov. In addition, the public may read and copy materials we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Shares of our common stock are traded on the NYSE under the symbol “SRC.”
Item 1.    Business
THE COMPANY
The Corporation is a NYSE listed company under the symbol "SRC." We are a self-administered and self-managed REIT with in-house capabilities, including asset management, investment, credit, research, finance, IT and accounting functions. We primarily invest in single-tenant, operationally essential real estate throughout the U.S., which is generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis to high-quality tenants with business operations within predominantly retail, but also office and industrial property types.
As of December 31, 2017, our undepreciated gross investment in real estate and loans totaled approximately $7.9 billion, representing investments in 2,480 properties, including properties securing our mortgage loans. Of this amount, 99.0% consisted of our gross investment in real estate, representing ownership of 2,392 properties, and the remaining 1.0% consisted primarily of commercial mortgage loans receivable secured by 88 real properties.

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As of December 31, 2017, our owned properties were approximately 99.2% occupied (based on number of economically yielding properties), and our leases had a weighted average non-cancelable remaining lease term (based on Contractual Rent) of approximately 10.0 years. Our leases are generally long-term, with non-cancelable initial terms of 15 to 20 years and tenant renewal options for additional terms. As of December 31, 2017, approximately 89% of our single-tenant leases (based on Contractual Rent) provided for increases in future annual base rent. See Item 2. "Properties - Our Real Estate Investment Portfolio" for further information on our properties and tenants.
Our operations are carried out through the Operating Partnership. OP Holdings, one of our wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. We and one of our wholly-owned subsidiaries are the only limited partners and together own the remaining 99% of the Operating Partnership.
Although the Operating Partnership is wholly-owned by us, in the future, we may issue partnership interests in the Operating Partnership to third parties in exchange for assets owned by such third parties. In general, any partnership interests of the Operating Partnership issued to third parties would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when partnership interests in the Operating Partnership are issued.
As of December 31, 2017, we had 87 employees, as compared to 84 employees as of December 31, 2016. None of these employees are represented by a labor union.
History
We began operations through a predecessor legal entity in 2003. We became a public company in December 2004 and were subsequently taken private in August 2007 by a consortium of private investors. On September 25, 2012, we completed our initial public offering of 33.35 million shares of common stock (including shares issued on October 1, 2012 pursuant to the underwriters’ option to purchase additional shares).
On July 17, 2013, we completed the acquisition of Cole II through the Merger. Our Board of Directors (including two additional members designated by Cole II) and executive team managed the surviving entity, which was renamed Spirit Realty Capital, Inc. and began trading on the NYSE under the symbol "SRC." Cole II was the "legal acquirer" in the Merger for certain legal and regulatory matters and the Corporation was deemed the "accounting acquirer" in the Merger for accounting and financial reporting purposes, including the financial information set forth herein.
BUSINESS AND GROWTH STRATEGIES
Our objective is to maximize stockholder value by seeking superior risk-adjusted returns with an emphasis on stable rental revenue, primarily by investing in and managing a portfolio of single-tenant, operationally essential retail real estate throughout the U.S. that is generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis. We generate revenue primarily by leasing our properties to our tenants. See Item 2. "Properties" for property information and Item 6. "Selected Financial Data" for additional financial and asset information.
Single-tenant, operationally essential real estate consists of properties that are generally free-standing, commercial real estate facilities where our tenants conduct activities essential to the generation of their sales and profits. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. In support of our primary business of owning and leasing real estate, we have also strategically originated or acquired long-term, commercial mortgage and other loans. We view our operations as one reporting segment consisting of net leasing operations. We intend to pursue our objective through the following business and growth strategies:
Focus on Industries Identified as Desirable in the Spirit Heat Map
Our investment strategy is based on increasing our exposure to industries we determine to be attractive based on our proprietary Spirit Heat Map. The Spirit Heat Map is used to analyze tenant industries across Porter’s Five Forces and potential causes of technological disruption to identify tenant industries that we believe to have good fundamentals for future performance. The Spirit Heat Map is updated regularly to factor for changes in business and market conditions, changes in technology and other trends. Desirable tenants have attractive credit characteristics and stable operating histories. This strategy offers us the opportunity to achieve superior risk-adjusted returns when coupled with our intensive credit and real estate analysis, lease structuring and ongoing portfolio management. Small and middle market companies are often willing to enter into leases with structures and terms we consider attractive (such as master leases, leases with rental escalations and leases that require ongoing tenant financial reporting) and that we believe increase the security of rental payments. We may also

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selectively acquire properties leased to large companies where we believe that we can achieve superior risk-adjusted returns.
Structure and Manage Our Portfolio Using Our Developed Underwriting and Risk Management Processes
We seek to maintain the stability of our rental revenue and the long-term return on our investments by using our developed underwriting and risk management processes to structure and manage our portfolio. In particular, our underwriting and risk management processes emphasize the following:
Leases for Operationally Essential Real Estate with Relatively Long Terms. We seek to own properties that are operationally essential to our tenants, thereby reducing the risk that the tenant would choose not to renew an expiring lease or reject a lease in bankruptcy. In addition, we seek to enter into leases with relatively long terms, typically with non-cancelable initial terms of 15 to 20 years and tenant renewal options for additional terms with attractive rent escalation provisions.
Spirit Property Ranking Model. We use our proprietary ranking model annually to rank all properties in our portfolio, across twelve factors and weightings consisting of real estate quality scores, lease structure quality and credit underwriting criteria. The Spirit Property Rank Model is a key component of both the acquisition and disposition process as well as standard asset management activities.
Leases with a Master Lease Structure. Where appropriate, we seek to enter into master leases whereby we lease multiple properties to a single tenant on an “all or none” basis. In a master lease structure, a tenant is responsible for a single lease payment relating to the entire portfolio of leased properties, as opposed to separate lease payments relating to each individually leased property. The master lease structure prevents a tenant from “cherry picking” locations, where it unilaterally gives up underperforming properties while maintaining its leasehold interest in well-performing properties. As of December 31, 2017, we had 131 active master leases with portfolios of leased properties ranging from 2 to 172 and a weighted average non-cancelable remaining lease term (based on Contractual Rent) of 12.7 years. Master lease revenues contributed approximately 45% of our Contractual Rent. Our largest master lease, with Shopko, consisting of 59 properties, contributed 6.8% of our Contractual Rent, and our smallest master lease, consisting of two properties, contributed less than 0.1% of our Contractual Rent for the month ended December 31, 2017. As of December 31, 2017, the majority of our master leases include between 2 and 10 properties.
Active Management and Monitoring of Risks Related to Our Investments. When monitoring existing investments or evaluating new investments, we typically consider two broad categories of risk: (1) tenant financial distress risk and (2) lease renewal risk. We seek to measure these risks through various processes, including the use of a credit modeling product that we license from Moody’s Analytics that estimates the performance of the leased properties relative to rental payments due under the leases and a review of current market data and our historical recovery rates on re-leased properties and property dispositions. Our underwriting and risk management processes are designed to structure new investments and manage existing investments to address and mitigate each of the above risks and preserve the long-term return on our invested capital. Since our inception, our occupancy has never been below 96.1% (based on number of economically yielding properties), despite the economic downturn of 2008 through 2010.
Portfolio Diversification. We monitor and manage the diversification of our real estate investment portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Our strategy emphasizes a portfolio that (1) derives no more than 10% of its annual rent from any single tenant and no more than 2.0% of its annual rent from any single property, (2) is leased to tenants operating in various industries and (3) is located across the U.S. without significant geographic concentration. While we consider the foregoing when making investments, we have made, and may make investments in the future that do not meet one or more of these criteria, and we may make additional investments that do not meet one or more of these criteria if we believe the opportunity is sufficiently attractive.
Enhance Our Portfolio through Contractual Rental Growth
Approximately 89.2% of our single-tenant properties (based on Contractual Rent) contain contractual provisions that increase the rental revenue over the term of the lease. Generally, our rent escalators increase rent at specified

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dates by: (1) a fixed amount; or (2) the lesser of (a1 to 2 times any increase in the CPI over a specified period, (b) a fixed percentage, or (c) a fixed schedule.
Grow Our Portfolio through Selective Acquisitions
We selectively make acquisitions that we believe will contribute to our business objective. We believe there will be ample acquisition opportunities in the single-tenant market fitting our underwriting and acquisition criteria, which may include improving our portfolio’s tenant, industry and geographic diversification, among other rationale. Acquisitions of such properties or portfolios may be subject to existing indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments.
Deleverage Our Portfolio
A significant amount of our secured debt is partially amortizing, and its principal amount will be reduced prior to the balloon payments due at maturity. Contractual amortization payments are scheduled to reduce our outstanding principal amount of indebtedness by $199.9 million prior to January 1, 2023. We may selectively reduce our indebtedness using cash from operations in excess of our distributions or proceeds from asset dispositions and /or equity offerings. We may also strategically replace or refinance certain indebtedness with proceeds from new borrowings that represent a more attractive cost of capital. We believe contractual rent growth, selective growth through acquisitions and the ongoing deleveraging of our portfolio will contribute to our cash available for distributions.
Dispose of Select Assets
We typically retain and manage real estate assets that fit within our investment criteria, which criteria are subject to change without notice to or vote by our stockholders. Additionally, management may elect to dispose of assets when it believes appropriate in view of our business objective, considering criteria including, but not limited to, the Spirit Heat Map, the Spirit Property Rank, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, tenant operation type (e.g., industry, sector, or concept/brand), and asset zoning, as well as potential capital appreciation, potential uses of proceeds and tax considerations, among others.
FINANCING STRATEGY
Our long-term financing strategy is to maintain a leverage profile that creates operational flexibility and generates superior risk-adjusted returns for our stockholders. We finance our operations and investments using a variety of methods, including available unrestricted cash balances, property operating revenue, proceeds from property dispositions, available borrowings under our Revolving Credit Facility and Term Loan, common and preferred stock issuances, and debt securities issuances, including mortgage indebtedness and senior unsecured debt. We determine the amount of equity and debt financing to be used when acquiring an asset by evaluating our cost of equity capital, terms available in the credit markets (such as interest rate, repayment provisions and maturity) and our assessment of the particular asset’s risk.
We may issue common stock when we believe that our share price is at a level that allows the offering proceeds to be accretively invested into additional properties, to permanently finance properties that were financed by our Revolving Credit Facility or Term Loan, or to repay outstanding debt at or before maturity.
In September 2017, we filed a shelf registration statement with the SEC, which became immediately effective upon filing and will remain effective for a term of three years with an expiration in September 2020. Under this shelf registration statement, we may offer shares of our common or preferred stock or debt securities from time to time in amounts, at prices and on terms to be announced when and if such shares are offered. The specifics of any future offerings, along with the use of proceeds from any such offerings, will be described in detail in a prospectus supplement or other offering materials at the time of such offerings.
Historically, a significant portion of our debt has consisted of long-term borrowings secured by specific real estate assets or, more typically, pools of real estate assets. We have utilized our asset-backed securitization platform to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans under the Spirit Master Funding Program. In addition, we have issued senior unsecured debt securities and have obtained other senior unsecured debt at the Operating Partnership level. To the extent practicable, we expect to maintain a well-balanced debt profile with manageable and balanced maturities.

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We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities, borrowings under our available Revolving Credit Facility and Term Loan and periodically through issuances of public securities.
We anticipate that we will continue to use a number of different sources to finance our acquisitions and operations going forward; however, we cannot assure you that we will have access to the capital and credit markets at times and at terms that are acceptable to us.
RECENT DEVELOPMENTS
Financing Activities
Senior Unsecured Notes
The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
Preferred Stock
In October 2017, the Company completed an underwritten public offering of 6,900,000 shares of 6.000% Series A Preferred Stock, including 900,000 shares sold pursuant to the underwriter's option to purchase additional shares. Gross proceeds raised were approximately $172.5 million; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were initially used to reduce outstanding debt and for general operating purposes of the Company.
Master Trust 2014 Notes
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36% amortizing notes and $132.0 million of 6.35% interest-only notes, both expected to be repaid in December 2022. The Operating Partnership retained $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. Net proceeds from the sale of the notes were initially used for general corporate purposes, including repayment of borrowings under its Revolving Credit Facility and Term Loan.
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Description of Certain Debt” for further information on our debt and equity financings.
Company Spin-Off
On August 3, 2017, we announced a proposed Spin-Off of almost all of our interest in our properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Pursuant to the plan, if the Spin-Off is completed, our stockholders would receive a distribution of common shares of beneficial interest issued by SMTA. The distribution will be treated as a taxable distribution to Spirit stockholders. The Spin-Off is subject to certain conditions, including declaration by the U.S. Securities and Exchange Commission that SMTA's registration statement on Form 10 is effective, customary third party consents, and final approval and declaration of the distribution by our Board of Directors. Such conditions and other unforeseen developments, including in the debt or equity markets or general market conditions, could delay or prevent the Spin-Off or cause the Spin-Off to occur on terms or conditions that are less favorable and/or different than those described herein. The transaction is expected to be completed in the first half of 2018. We may, at any time and for any reason until the proposed transaction is complete, abandon the Spin-Off or modify or change its terms, including the assets we plan to contribution to SMTA.
Real Estate Portfolio Activities
Tenant Concentration
Shopko is our most significant tenant, representing 7.7% and 8.2% of our Contractual Rent for the month ended December 31, 2017and December 31, 2016, respectively. Shopko leases 97 properties under three separate master

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leases and two properties under single site leases with four indirect wholly-owned subsidiaries of ours. We continue to take steps to decrease our concentration of Shopko assets through strategic dispositions.
During the month ended December 31, 2017, no other tenant exceeded 5.0% of our Contractual Rent, and no one single property contributed more than 2.0% of our Contractual Rent. See Item 2. “Properties - Our Real Estate Investment Portfolio" for further information on our ten largest tenants and the composition of our tenant base.
Acquisitions and Dispositions
During the year ended December 31, 2017, we purchased 39 properties, representing an aggregate gross investment of $323.0 million, which includes $42.6 million in revenue producing follow-on investments in existing properties. The properties acquired had a weighted average lease term of 12.0 years. During the same period, we sold 192 properties for $551.2 million in gross sales proceeds. See Note 3 to our consolidated financial statements included in this Annual Report on Form 10-K for additional discussion of our investments.
COMPETITION
We face competition for acquisitions from investors, including traded and non-traded public REITs, and private equity and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such. This competition will increase if investments in real estate become more attractive relative to other forms of investment.
As a landlord, we compete in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours in the same markets in which our properties are located. In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates and flexibility. Some of our competitors have greater economies of scale, have lower cost of capital, have access to more resources and have greater name recognition than we do. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose our tenants or prospective tenants and we may be pressured to reduce our rental rates or to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options in order to retain tenants when our leases expire.
REGULATION
General
Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that each of our properties has the necessary permits and approvals.
Americans With Disabilities Act
Pursuant to the ADA, our properties are required to meet federal requirements related to access and use by persons with disabilities. Compliance with the ADA, as well as a number of additional federal, state and local laws and regulations, may require modifications to properties we currently own and any properties we purchase, or may restrict renovations of those properties. Noncompliance with these laws or regulations could result in the imposition of fines or an award of damages to private litigants, as well as the incurrence of the costs of making modifications to attain compliance, and future legislation could impose additional financial obligations or restrictions on our properties. Although our tenants are generally responsible for all maintenance and repair costs pursuant to triple-net leases, including compliance with the ADA and other similar laws or regulations, we could be held liable as the owner of the property for a failure of one of our tenants to comply with such laws or regulations.
Environmental Matters
Federal, state and local environmental laws and regulations regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under various of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with actual or threatened contamination. These laws typically impose clean-up responsibility and

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liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination. The liability under these laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek contributions from other identified, solvent, responsible parties for their fair share toward these costs. These costs may be substantial, and can exceed the value of the property. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral and may adversely impact our investment in that property.
Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. Similarly, some of our properties are or were used for commercial or industrial purposes that involve or involved the use of petroleum products or other hazardous or toxic substances, or are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. These operations create a potential for the release of petroleum products or other hazardous or toxic substances, and we could potentially be required to pay to clean up any contamination. In addition, strict environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products or other hazardous or toxic substances, air emissions and water discharges. Such laws may impose fines or penalties for violations. As a result of the foregoing, we could be materially and adversely affected.
Environmental laws also govern the presence, maintenance and removal of ACM. Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We are not presently aware of any material adverse indoor air quality issues at our properties that have not been previously addressed or remediated by us.
Before completing any property acquisition, we obtain environmental assessments in order to identify potential environmental concerns at the property. These assessments are carried out in accordance with the Standard Practice for Environmental Site Assessments (ASTM Practice E 1527-05) as set by ASTM International, formerly known as the American Society for Testing and Materials, and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historical aerial photographs and other information on past uses of the property. These assessments are limited in scope, however, if recommended in the initial assessments, we may undertake additional assessments such as soil and/or groundwater samplings or other limited subsurface investigations and ACM or mold surveys to test for substances of concern. A prior owner or operator of a property or historic operations at our properties may have created a material environmental condition that is not known to us or the independent consultants preparing the site assessments. Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances or regulations may impose material additional environmental liability. If environmental concerns are not satisfactorily resolved in any initial or additional assessments, we may obtain environment insurance policies to insure against potential environmental risk or loss depending on the type of property, the availability and cost of the insurance and various other factors we

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deem relevant (i.e., an environmental occurrence affects one of our properties where our lessee may not have the financial capability to honor its indemnification obligations to us).
Generally, our leases provide that the lessee will indemnify us for any loss or expense we incur as a result of the presence, use or release of hazardous materials on our property. However, our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any. If we are unable to enforce the indemnification obligations of our lessees or if the amount of environmental insurance we carry is inadequate, our results of operations would be adversely affected.
INSURANCE
Our tenants are generally required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Under such leases, our tenants are generally required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. Tenants are required to maintain casualty coverage and most carry limits at 100% of replacement cost. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. In the event there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged. See Item 1A. “Risk Factors - Risks Related to Our Business and Properties - Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us.”
In addition to being generally named as additional insureds on our tenants’ liability policies, we separately maintain commercial general liability coverage with limits of $1.0 million for each occurrence and $2.0 million general aggregate. We also maintain primary property coverage on (i) all unleased properties, (ii) all properties for which such coverage is not required to be carried by a tenant and (iii) all properties for which we obtain such coverage but the costs of which are reimbursed by tenants. In addition, we maintain excess property coverage on all remaining properties and other property coverage as may be required by our lenders.
Item 1A. Risk Factors
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Annual Report on Form 10-K, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words or similar words or phrases that are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).
The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
industry and economic conditions;
volatility and uncertainty in the financial markets, including potential fluctuations in the CPI;
our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments;
the financial performance of our traditional retail tenants and the demand for traditional retail space, particularly with respect to challenges being experienced by general merchandise retailers;
our ability to diversify our tenant base and reduce the concentration of our significant tenant;
the nature and extent of future competition;

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increases in our costs of borrowing as a result of changes in interest rates and other factors;
our ability to access debt and equity capital markets;
our ability to pay down, refinance, restructure and/or extend our indebtedness as it becomes due;
our ability and willingness to renew our leases upon expiration and to reposition our properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or we exercise our rights to replace existing tenants upon default;
the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us or our major tenants;
our ability to manage our expanded operations;
our ability and willingness to maintain our qualification as a REIT;
uncertainties as to the completion and timing of our proposed Spin-Off, and the impact of the Spin-Off on our business; and
other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.
Set forth below are some (but not all) of the risk factors that could adversely affect our business and financial performance. Because we operate in a highly competitive and rapidly changing environment, new risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can management assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
RISKS RELATED TO OUR BUSINESS AND PROPERTIES
Risks related to commercial real estate ownership could reduce the value of our properties.
Our core business is the ownership of real estate that is leased to retail, service and distribution companies on a triple-net basis. Accordingly, our performance is subject to risks inherent to the ownership of commercial real estate, including:
inability to collect rent from tenants due to financial hardship, including bankruptcy;
changes in local real estate markets resulting in the lack of availability or demand for single-tenant retail space;
changes in consumer trends and preferences that reduce the demand for products/services of our tenants;
inability to lease or sell properties upon expiration or termination of existing leases;
environmental risks related to the presence of hazardous or toxic substances or materials on our properties;
subjectivity of real estate valuations and changes in such valuations over time;
illiquid nature of real estate compared to most other financial assets;
changes in laws and regulations, including those governing real estate usage and zoning;
changes in interest rates and the availability of financing; and
changes in the general economic and business climate.
The occurrence of any of the risks described above may cause the value of our real estate to decline, which could materially and adversely affect us.
Credit and capital market conditions may adversely affect our access to and/or the cost of capital.
Periods of volatility in the credit and capital markets negatively affect the amounts, sources and cost of capital available to us. We primarily use external financing to fund acquisitions and to refinance indebtedness as it matures. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our acquisition activity and/or to take other actions to fund our business activities and repayment of debt, such as selling assets. To the extent that we access capital at a higher cost (reflected in higher interest rates for debt financing or lower stock price for equity financing), our acquisition yields, earnings per share and cash flow could be adversely affected.

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Our tenants may fail to successfully operate their businesses, which could adversely affect us.
The success of our investments is materially dependent on the financial stability of our tenants’ financial condition and leasing practices. Adverse economic conditions such as high unemployment levels, interest rates, tax rates and fuel and energy costs may have an impact on the results of operations and financial condition of our tenants and result in a decline in rent or an increased incidence of default under existing leases. Such adverse economic conditions may also reduce overall demand for rental space, which could adversely affect our ability to maintain our current tenants and attract new tenants.
At any given time, our tenants may experience a downturn in their business that may weaken the operating results and financial condition of individual properties or of their business as whole. As a result, a tenant may delay lease commencement, decline to extend a lease upon its expiration, fail to make rental payments when due, become insolvent or declare bankruptcy. We depend on our tenants to operate the properties we own in a manner which generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage and pay real estate taxes and maintain the properties in a manner so as not to jeopardize their operating licenses or regulatory status. The ability of our tenants to fulfill their obligations under our leases may depend, in part, upon the overall profitability of their operations. Cash flow generated by certain tenant businesses may not be sufficient for a tenant to meet its obligations to us. Although our occupied properties are generally operationally essential to our tenants, meaning the property is essential to the tenant’s generation of sales and profits, this does not guarantee that a tenant’s operations at a particular property will be successful or that the tenant will be able to meet all of its obligations to us. Our tenants’ failure to successfully operate their businesses could materially and adversely affect us.
Single-tenant leases involve particular and significant risks related to tenant default.
Our strategy focuses primarily on investing in single-tenant triple-net leased properties throughout the U.S. The financial failure of, or default in payment by, a single tenant under its lease is likely to cause a significant reduction in, or elimination of, our rental revenue from that property and a reduction in the value of the property. We may also experience difficulty or a significant delay in re-leasing or selling such property. This risk is magnified in situations where we lease multiple properties to a single tenant under a master lease, such as our three master leases with Shopko. The failure or default of a tenant under a master lease could reduce or eliminate rental revenue from multiple properties and reduce the value of such properties. Although the master lease structure may be beneficial to us because it restricts the ability of tenants to individually remove underperforming properties from the portfolio of properties leased from us, there is no guarantee that a tenant will not default in its obligations to us or decline to renew its master lease upon expiration. The default of a tenant that leases multiple properties from us could materially and adversely affect us.
A substantial number of our properties are leased to one tenant, Shopko, which may result in increased risk due to tenant and industry concentration.
As of December 31, 2017, Shopko represents our most significant tenant. Currently we lease 99 properties to Shopko, pursuant to three master leases (relating to 59, 34 and 4 properties, respectively) and two single site leases, under which we received approximately $3.9 million in Contractual Rent per month. The Shopko leases are guaranteed by Specialty Retail Shops Holding Corp., the parent company of Shopko. Revenues generated from Shopko represented 7.7% of our Contractual Rent for the month ended December 31, 2017. Because a significant portion of our revenues are derived from rental revenues received from Shopko, any default, breach or delay in the payment of rent by Shopko may materially and adversely affect us.
As a result of the significant number of properties leased to Shopko, our results of operations and financial condition are significantly impacted to Shopko's performance under its leases, which is ultimately tied to the performance of its stores and the retail industry in which it operates. Shopko operates as a multi-department general merchandise retailer and retail health services provider primarily in mid-size and large communities in the Midwest, Pacific Northwest, North Central and Western Mountain states. Shopko is subject to the following risks, as well as other risks that we are not currently aware of, that could adversely affect its performance and thus its ability to pay rent to us:
The retail industry in which Shopko operates is highly competitive, which could impair its operations and liquidity, limit its growth opportunities and reduce profitability. Shopko competes with other discount retail merchants as well as mass merchants, catalog merchants, internet retailers and other general merchandise, apparel and household merchandise retailers. It faces strong competition from large national discount retailers, such as Walmart, Kmart and Target, and mid-tier merchants such as Kohl’s and J.C. Penney.

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Shopko stores are geographically concentrated in the Midwest, Pacific Northwest, North Central and Western Mountain states. As a result, adverse economic conditions in these regions may materially and adversely affect its results of operations and retail sales.
The seasonality in retail operations may cause fluctuations in Shopko’s quarterly performance and results of operations and could adversely affect its cash flows.
Shopko stores are dependent on the efficient functioning of its distribution networks. Problems that cause delays or interruptions in the distribution networks could materially and adversely affect its results of operations.
Shopko stores depend on attracting and retaining quality employees. Many employees are entry-level or part-time with historically high rates of turnover.
Based on our monitoring of Shopko's financial information and recent liquidity events and other challenges, including bankruptcies, impacting the retail industry generally relative to recent years, we continue to be concerned about Shopko's ongoing ability to meet its obligations to us under its leases. Although Shopko is current on all of its obligations to us under its lease arrangements with us as of February 20, 2018, we can give you no assurance that this will continue to be the case, particularly if Shopko (not just the stores subject to leases with us) experiences a further decline in its business, financial condition and results of operations or loses access to liquidity. If such events were to occur, Shopko may request discounts or deferrals on the rents it pays to us, seek to terminate its master leases with us or close certain of its stores, or file for bankruptcy, all of which could significantly decrease the amount of revenue we receive from it.
While we seek to reduce the tenant concentration of Shopko, we may have difficulty in selling or leasing to other tenants the properties currently leased to Shopko, due to, among other things, market demand or tax constraints. Furthermore, we can provide no assurance that we will deploy the proceeds from the disposition of any Shopko properties in a manner that would produce comparable or better yields.
A substantial portion of our properties are leased to unrated tenants and the tools we use to measure the credit quality of such tenants may not be accurate.
A substantial portion our properties are leased to unrated tenants whom we determine, through our internal underwriting and credit analysis, to be credit worthy. Many of our tenants are required to provide financial information, which includes balance sheet, income statement and cash flow statement data, on a quarterly and/or annual basis, and approximately 50.6% of our lease investment portfolio requires the tenant to provide property-level performance information, which includes income statement data on a quarterly and/or annual basis. To assist in our determination of a tenant’s credit quality, we license a product from Moody’s Analytics that provides an EDF and a “shadow rating,” and we evaluate a lease’s property-level rent coverage ratio. An EDF is only an estimate of default probability based, in part, on assumptions incorporated into the product. A shadow rating does not constitute a published credit rating and lacks the extensive company participation that is typically involved when a rating agency publishes a rating; accordingly, a shadow rating may not be as indicative of creditworthiness as a rating published by Moody’s, S&P, or another nationally recognized statistical rating organization. Our calculations of EDFs, shadow ratings and rent coverage ratios are based on financial information provided to us by our tenants and prospective tenants without independent verification on our part, and we must assume the appropriateness of estimates and judgments that were made by the party preparing the financial information. If our measurement of credit quality proves to be inaccurate, we may be subject to defaults, and investors may view our cash flows as less stable.
Decrease in demand for traditional retail and restaurant space may materially and adversely affect us.
As of December 31, 2017, leases representing approximately 34.1% and 16.6% of our Contractual Rent were with tenants in the traditional retail and restaurant industries, respectively, and we may acquire additional traditional retail and restaurant properties in the future. Accordingly, decreases in the demand for traditional retail and/or restaurant spaces adversely impact us. The market for traditional retail and restaurant space has previously been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large traditional retail and restaurant companies, the ongoing consolidation in the traditional retail and restaurant industries, the excess amount of traditional retail and restaurant space in a number of markets and, in the case of the traditional retail industry, increasing consumer purchases through catalogs or over the Internet. To the extent that these conditions continue, they are likely to negatively affect market rents for traditional retail and restaurant space, which could materially and adversely affect us.
The proposed Spin-Off of almost all of our properties leased to Shopko, assets that collateralize Master Trust 2014 and certain other assets into an independent, publicly-traded REIT, SMTA, may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.

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On August 3, 2017, we announced a plan to spin off our interests in almost all of our properties leased to Shopko, assets that collateralize Master Trust 2014 and certain other assets into an independent, publicly traded REIT. If we complete the Spin-Off, we expect we would make a distribution of stock issued by SMTA to our stockholders. We expect SMTA to elect to be treated and qualify for taxation as a REIT for U.S. federal income tax purposes. We currently expect we would complete the Spin-Off in the first half of 2018, although there can be no assurance as to whether or when the Spin-Off will occur, or the final structure of the Spin-Off. The completion of the Spin-Off will be subject to various conditions, including declaration by the SEC that SMTA's registration statement on Form 10 is effective, customary third-party consents and final approval and declaration of the distribution to our stockholders of SMTA stock by our Board of Directors. Such conditions and other unforeseen developments, including in the debt or equity markets or general market conditions, could delay or prevent the Spin-Off or cause the Spin-Off to occur on terms or conditions that are less favorable and/or different than anticipated. We also expect to incur significant expenses in connection with the Spin-Off
We may not be able to achieve the full strategic and financial benefits that we anticipate to result from the Spin-Off, or such benefits may be delayed or not occur at all. Additionally, we may experience negative reactions from financial markets if we do not complete the Spin-Off in a reasonable time period. Following the Spin-Off, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the Spin-Off not occurred.
High geographic concentration of our properties could magnify the effects of adverse economic or regulatory developments in such geographic areas on our operations and financial condition.
As of December 31, 2017, 12.0% of our portfolio (as a percentage of Contractual Rent) was located in Texas, representing the highest concentration of our assets. Geographic concentration exposes us to greater economic or regulatory risks than if we owned a more geographically diverse portfolio. We are susceptible to adverse developments in the economic or regulatory environments of the geographic areas in which we concentrate (or in which we may develop a substantial concentration of assets in the future), such as business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes or costs of complying with governmental regulations.
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
Our results of operations depend on our ability to strategically lease space in our properties (by renewing or re-leasing expiring leases and leasing vacant space), optimize our tenant mix or lease properties on more economically favorable terms. As of December 31, 2017, leases representing approximately 2.8% of our rental revenue will expire during 2018. As of December 31, 2017, 19 of our properties, representing approximately 0.8% of our total economically yielding owned properties, were Vacant. Current tenants may decline, or may not have the financial resources available, to renew current leases and we cannot guarantee that leases that are renewed will have terms that are as economically favorable to us as the expiring lease terms. If tenants do not renew the leases as they expire, we will have to find new tenants to lease our properties and there is no guarantee that we will be able to find new tenants or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that substantial rent abatements, tenant improvement allowances, early termination rights, below-market renewal options or other lease incentive payments will not be offered to attract new tenants. We may experience significant costs in connection with renewing, leasing or re-leasing a significant number of our properties, which could materially and adversely affect us.
Our ability to realize future rent increases will vary depending on changes in the CPI.
Most of our leases contain rent escalators, or provisions that periodically increase the base rent payable by the tenant under the lease. Although some of our rent escalators increase rent at a fixed amount on fixed dates, as of December 31, 2017, approximately 89.2% of our rent escalators increase rent by the lesser of (a) a multiple of any increase in the CPI over a specified period or (b) a fixed percentage. If the product of any increase in the CPI multiplied by the applicable factor is less than the fixed percentage, the increased rent we are entitled to receive will be less than what we otherwise would have been entitled to receive if the rent escalator was based solely on a fixed percentage. Therefore, during periods of low inflation or deflation, small increases or decreases in the CPI will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based solely on fixed percentages or amounts. Conversely, if the product of any increase in the CPI multiplied by the applicable factor is more than the fixed percentage, the increased rent we are entitled to receive will be less than what we otherwise would have been entitled to receive if the rent escalator was based solely on an increase in CPI. Therefore, periods of high inflation will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based solely on CPI increases.

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The bankruptcy or insolvency of any of our tenants could result in the termination of such tenant’s lease and material losses to us.
The occurrence of a tenant bankruptcy or insolvency could diminish the income we receive from that tenant’s lease or leases. In particular, the traditional retail industry is facing reductions in sales revenues and increased bankruptcies throughout the United States, and revenues generated from traditional retail tenants represented 34.1% of our Contractual Rent for the month ended December 31, 2017. If a tenant becomes bankrupt or insolvent, federal law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us. Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases. In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be unable to re-lease a terminated or rejected space or to re-lease it on comparable or more favorable terms.
Moreover, tenants who are considering filing for bankruptcy protection may request that we agree to amendments of their master leases to remove certain of the properties they lease from us under such master leases. We cannot guarantee that we will be able to sell or re-lease such properties or that lease termination fees, if any, received in exchange for such releases will be sufficient to make up for the rental revenues lost as a result of such lease amendments. As a result, tenant bankruptcies may materially and adversely affect us.
Property vacancies could result in significant capital expenditures and illiquidity.
The loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant. Many of the leases we enter into or acquire are for properties that are specially suited to the particular business of our tenants. Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant. In the event we are required to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed or modified. This potential illiquidity may limit our ability to quickly modify our portfolio in response to changes in economic or other conditions, including tenant demand. These limitations may materially and adversely affect us.
Our future results will suffer if we do not effectively manage our expanded operations.
We may continue to expand our operations through additional acquisitions and other strategic transactions, and modernize our information technology and management systems through new systems implementations, some of which may involve complex challenges. Our future success will depend, in part, upon our ability to manage our expansion opportunities, integrate new operations into our existing business in an efficient and timely manner, successfully monitor our operations, costs and regulatory compliance, and develop and maintain other necessary systems, processes and internal controls. We cannot guarantee that our expansion or acquisition opportunities will be successful or that we will realize their expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, or our future acquisitions may not yield the returns we expect.
Our ability to expand through acquisitions requires us to identify and complete acquisitions or investment opportunities that are compatible with our growth strategy and to successfully integrate newly acquired properties into our portfolio. We continually evaluate investment opportunities and may acquire properties when strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them may be constrained by the following significant risks:
we face competition from other real estate investors with significant capital, including REITs and institutional investment funds, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices;
we face competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects;
we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;

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we may acquire properties that are not accretive to our results upon acquisition, and we may be unsuccessful in managing and leasing such properties in accordance with our expectations;
our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition of such property;
we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an acquisition opportunity after incurring expenses related thereto;
we may fail to obtain financing for an acquisition on favorable terms or at all;
we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; or
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
If any of these risks are realized, we may be materially and adversely affected.
Any material failure, weakness, interruption or breach in security of our information systems could prevent us from effectively operating our business.
We rely on information systems across our operations and corporate functions, including finance and accounting, and depend on such systems to ensure payment of obligations, collection of cash, data warehousing to support analytics, and other various processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems, such as in the event of cyber-attacks, could result in the theft of intellectual property, personal information or personal property, damage to our reputation and third-party claims, as well as reduced efficiency in our operations and in the accuracy in our internal and external financial reporting. The remediation of such problems could result in significant unplanned expenditures.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
The real estate investments made, and expected to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial or investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objective by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of the jurisdiction in which a property is located.
In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which may materially and adversely affect us.
We face significant competition for tenants, which may decrease or prevent increases of the occupancy and rental rates of our properties, and competition for acquisitions may reduce the number of acquisitions we are able to complete and increase the costs of these acquisitions.
We compete with numerous developers, owners and operators of properties, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates or to offer more substantial rent abatements, tenant improvements,

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early termination rights, below-market renewal options or other lease incentive payments in order to retain tenants when our leases expire. Competition for tenants could decrease or prevent increases of the occupancy and rental rates of our properties, which could materially and adversely affect us.
We also face competition for acquisitions of real property from investors, including traded and non-traded public REITs, private equity investors and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. This competition will increase if investments in real estate become more attractive relative to other types of investment. Accordingly, competition for the acquisition of real property could materially and adversely affect us.
The loss of a borrower or the failure of a borrower to make loan payments on a timely basis will reduce our revenues, which could lead to losses on our investments and reduced returns to our stockholders.
We have originated or acquired long-term, commercial mortgage and other loans. The success of our loan investments is materially dependent on the financial stability of our borrowers. The success of our borrowers is dependent on each of their individual businesses and their industries, which could be affected by economic conditions in general, changes in consumer trends and preferences and other factors over which neither they nor we have control. A default of a borrower on its loan payments to us that would prevent us from earning interest or receiving a return of the principal of our loan could materially and adversely affect us. In the event of a default, we may also experience delays in enforcing our rights as lender and may incur substantial costs in collecting the amounts owed to us and in liquidating any collateral.
Foreclosure and other similar proceedings used to enforce payment of real estate loans are generally subject to principles of equity, which are designed to relieve the indebted party from the legal effect of that party’s default. Foreclosure and other similar laws may limit our right to obtain a deficiency judgment against the defaulting party after a foreclosure or sale. The application of any of these principles may lead to a loss or delay in the payment on loans we hold, which in turn could reduce the amounts we have available to make distributions. Further, in the event we have to foreclose on a property, the amount we receive from the foreclosure sale of the property may be inadequate to fully pay the amounts owed to us by the borrower and our costs incurred to foreclose, repossess and sell the property which could materially and adversely affect us.
Our investments in mortgage loans may be affected by unfavorable real estate market conditions, including interest rate fluctuations, which could decrease the value of those loans.
Our investments in mortgage loans are subject to risk of default by the borrowers and to interest rate risks. To the extent we incur delays in liquidating defaulted mortgage loans, we may not be able to obtain all amounts due to us under such loans. Further, we will not know whether the values of the properties securing the mortgage loans will remain at the levels existing on the dates of origination of those mortgage loans or the dates of our investment in the loans. If the values of the underlying properties decline, the value of the collateral securing our mortgage loans will also decline and if we were to foreclose on any of the properties securing the mortgage loans, we may not be able to sell or lease them for an amount equal to the unpaid amounts due to us under the mortgage loans. As such, defaults on mortgage loans in which we invest may materially and adversely affect us.
Inflation may materially and adversely affect us and our tenants.
Increased inflation could have a negative impact on variable-rate debt we currently have or that we may incur in the future. Our leases typically contain provisions designed to mitigate the adverse impact of inflation on our results of operations. Because tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expenses, which could increase our exposure to inflation. Additionally, the increases in rent provided by many of our leases may not keep up with the rate of inflation. Increased costs may also have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent owed to us.

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The market price and trading volume of our common stock may fluctuate or decline.
The market price and trading volume of our common stock may fluctuate widely due to various factors, including:
actual or anticipated variations in our or our competitors' quarterly operating results or distributions;
publication of research reports about us, our competitors or the real estate industry;
adverse market reaction to any additional indebtedness we incur or debt or equity securities we or the Operating Partnership issue in the future;
additions or departures of key management personnel;
changes in our credit ratings;
the financial condition, performance and prospects of our tenants; and
the realization of any of the other risk factors presented in this Annual Report on Form 10-K.
We may issue shares of our common stock or other securities without stockholder approval, including shares issued to satisfy REIT dividend distribution requirements. The Operating Partnership may issue partnership interests to third parties, and such partnership interests would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when partnership interests in the Operating Partnership are issued. Our existing stockholders have no preemptive rights to acquire any of these securities, and any issuance of equity securities by us or the Operating Partnership may dilute stockholder investment.
If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately and timely report our financial results.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports, effectively prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
As a result of material weaknesses or significant deficiencies that may be identified in our internal control over financial reporting in the future, we may also identify certain deficiencies in some of our disclosure controls and procedures that we believe require remediation. If we or our independent registered public accounting firm discover any such weaknesses or deficiencies, we will make efforts to further improve our internal control over financial reporting controls. However, there is no assurance that we will be successful. Any failure to maintain effective controls or timely effect any necessary improvement of our internal control over financial reporting controls could harm operating results or cause us to fail to meet our reporting obligations, which could affect the listing of our common stock on the NYSE. Ineffective internal control over financial reporting and disclosure controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the per share trading price of our common stock.
Changes in market interest rates may adversely impact the value of our common stock.
The market price of our common stock will generally be influenced by the dividend yield on our common stock (as a percentage of the price of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of shares of our common stock to expect a higher dividend yield. However, higher market interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common stock to decrease.
Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
In order to maintain our qualification as a REIT, we are required under the Code to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we may rely on third-party sources to fund our capital needs. We may not be able to obtain the financing on favorable terms or at all. Any additional debt we

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incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:
general market conditions;
the market’s perception of our growth potential;
our current debt levels;
our current and expected future earnings;
our cash flow and cash distributions; and
the market price per share of our common stock.
If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.
Historically, we have raised a significant amount of debt capital through our Spirit Master Funding Program and the CMBS market. We have generally used the proceeds from these financings to repay debt and fund real estate acquisitions. As of December 31, 2017, we had issued notes under our Spirit Master Funding Program in nine different classes over six separate issuances with an aggregate outstanding principal balance of $2.25 billion. The Master Trust Notes had a weighted average maturity of 5.2 years as of December 31, 2017. In addition, we had CMBS loans with an aggregate outstanding principal balance of $0.33 billion and an average maturity of 4.6 years as of December 31, 2017. Our obligations under these loans are generally secured by liens on certain of our properties. In the case of our Spirit Master Funding Program, subject to certain conditions, we may substitute real estate collateral within our two securitization trusts from time to time. No assurance can be given that the CMBS market will be available to us in the future, whether to refinance existing debt or to raise additional debt capital. Moreover, we view our ability to substitute collateral under our Spirit Master Funding Program favorably, and no assurance can be given that financing facilities offering similar flexibility will be available to us in the future.
Dispositions of real estate assets could change the holding period assumption in our valuation analyses, which could result in material impairment losses and adversely affect our financial results.
We evaluate real estate assets for impairment based on the projected cash flow of the asset over our anticipated holding period. If we change our intended holding period due to our intention to sell or otherwise dispose of an asset, we must reevaluate whether that asset is impaired under GAAP. Depending on the carrying value of the property at the time we change our intention and the amount that we estimate we would receive on disposal, we may record an impairment loss that would adversely affect our financial results. This loss could be material to our assets in the period that it is recognized.
Loss of our key personnel with long-standing business relationships could materially impair our ability to operate successfully.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly our President and Chief Executive Officer, Jackson Hsieh, who has extensive market knowledge and relationships and exercises substantial influence over our operational, financing, acquisition and disposition activity.
Many of our other key executive personnel, particularly our executive and senior vice presidents, also have extensive experience and strong reputations in the real estate industry and have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel and arranging necessary financing. In particular, the extent and nature of the relationships that these individuals have developed with financial institutions and existing and prospective tenants is critically important to the success of our business. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.

We may become subject to litigation, which could materially and adversely affect us.

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In the ordinary course of business, we may become subject to litigation, including claims relating to our operations, security offerings and otherwise. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves. However, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.
Costs of compliance with, or liabilities related to, environmental laws may materially and adversely affect us.
The properties we own or have owned in the past may subject us to known and unknown environmental liabilities. Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. We may face liability regardless of:
our knowledge of the contamination;
the timing of the contamination;
the cause of the contamination; or
the party responsible for the contamination of the property.
There may be environmental liabilities associated with our properties of which we are unaware. We obtain Phase I environmental site assessments on all properties we finance or acquire. The Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. Therefore, there could be undiscovered environmental liabilities on the properties we own. Some of our properties use, or may have used in the past, underground tanks for the storage of petroleum-based products or waste products that could create a potential for release of hazardous substances or penalties if tanks do not comply with legal standards. If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership interest. Some of our properties may contain ACM. Strict environmental laws govern the presence, maintenance and removal of ACM and such laws may impose fines and penalties for failure to comply with these requirements or expose us to third-party liability (e.g., liability for personal injury associated with exposure to asbestos). Strict environmental laws also apply to other activities that can occur on a property, such as air emissions and water discharges, and such laws may impose fines and penalties for violations.
The presence of hazardous substances on a property may adversely affect our ability to sell, lease or improve the property or to borrow using the property as collateral. In addition, environmental laws may create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which they may be used or businesses may be operated, and these restrictions may require substantial expenditures.
In addition, although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we could be subject to strict liability by virtue of our ownership interest. We cannot be sure that our tenants will, or will be able to, satisfy their indemnification obligations, if any, under our leases. Furthermore, the discovery of environmental liabilities on any of our properties could lead to significant remediation costs or to other liabilities or obligations attributable to the tenant of that property, which may affect such tenant’s ability to make payments to us, including rental payments and, where applicable, indemnification payments.
Our environmental liabilities may include property damage, personal injury, investigation and clean-up costs. These costs could be substantial. Although we may obtain insurance for environmental liability for certain properties that are deemed to warrant coverage, our insurance may be insufficient to address any particular environmental situation and we may be unable to continue to obtain insurance for environmental matters, at a reasonable cost or at all, in the future. If our environmental liability insurance is inadequate, we may become subject to material losses for environmental liabilities. Our ability to receive the benefits of any environmental liability insurance policy will depend on the financial stability of our insurance company and the position it takes with respect to our insurance policies. If we were to become subject to significant environmental liabilities, we could be materially and adversely affected.

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Most of the environmental risks discussed above refer to properties that we own or may acquire in the future. However, each of the risks identified also applies to the owners (and potentially, the lessees) of the properties that secure each of the loans we have made and any loans we may acquire or make in the future. Therefore, the existence of environmental conditions could diminish the value of each of the loans and the abilities of the borrowers to repay the loans and could materially and adversely affect us.
Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, should our tenants or their employees or customers be exposed to mold at any of our properties we could be required to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, exposure to mold by our tenants or others could subject us to liability if property damage or health concerns arise. If we were to become subject to significant mold-related liabilities, we could be materially and adversely affected.
Insurance on our properties may not adequately cover all losses, which could materially and adversely affect us.
Our tenants are required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Pursuant to such leases, our tenants are generally required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. All tenants are required to maintain casualty coverage and most carry limits at 100% of replacement cost. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. In the event there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged.
Inflation, changes in building codes and ordinances, environmental considerations, and other factors, including terrorism or acts of war, may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed. In that situation, the insurance proceeds received may not be adequate to restore our economic position with respect to the affected real property. Furthermore, in the event we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications without significant capital expenditures which may exceed any amounts received pursuant to insurance policies, as reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. The loss of our capital investment in or anticipated future returns from our properties due to material uninsured losses could materially and adversely affect us.
Compliance with the ADA and fire, safety and other regulations may require us to make unanticipated expenditures that materially and adversely affect us.
Our properties are subject to the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While our tenants are obligated by law to comply with the ADA and typically obligated under our leases and financing agreements to cover costs associated with compliance, if required changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, our tenants' ability to cover the costs could be adversely affected. We may be required to expend our own funds to comply with the provisions of the ADA, which could materially and adversely affect us.
In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and may be required to obtain approvals from various authorities with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. There can be no assurance that existing

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laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Additionally, failure to comply with any of these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. While we intend to only acquire properties that we believe are currently in substantial compliance with all regulatory requirements, these requirements may change and new requirements may be imposed which would require significant unanticipated expenditures by us and could materially and adversely affect us.
As a result of acquiring C corporations in carry-over basis transactions, we may inherit material tax liabilities and other tax attributes from such acquired corporations, and we may be required to distribute earnings and profits.
From time to time, we have and may continue to acquire C corporations in transactions in which the basis of the corporations’ assets in our hands is determined by reference to the basis of the assets in the hands of the acquired corporations, or carry-over basis transactions.
If we acquire any asset from a corporation that is or has been a C corporation in a carry-over basis transaction, and we subsequently recognize gain on the disposition of the asset during the five-year period beginning on the date on which we acquired the asset, then we will be required to pay tax at the regular corporate tax rate on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted basis in the asset, in each case determined as of the date on which we acquired the asset. Any taxes we pay as a result of such gain would reduce the amount available for distribution to our stockholders. The imposition of such tax may require us to forgo an otherwise attractive disposition of any assets we acquire from a C corporation in a carry-over basis transaction, and as a result may reduce the liquidity of our portfolio of investments. In addition, in such a carry-over basis transaction, we will succeed to any tax liabilities and earnings and profits of the acquired C corporation. To qualify as a REIT, we must distribute any non-REIT earnings and profits by the close of the taxable year in which such transaction occurs. Any adjustments to the acquired corporation’s income for taxable years ending on or before the date of the transaction, including as a result of an examination of the corporation’s tax returns by the IRS, could affect the calculation of the corporation’s earnings and profits. If the IRS were to determine that we acquired non-REIT earnings and profits from a corporation that we failed to distribute prior to the end of the taxable year in which the carry-over basis transaction occurred, we could avoid disqualification as a REIT by paying a “deficiency dividend.” Under these procedures, we generally would be required to distribute any such non-REIT earnings and profits to our stockholders within 90 days of the determination and pay a statutory interest charge at a specified rate to the IRS. Such a distribution would be in addition to the distribution of REIT taxable income necessary to satisfy the REIT distribution requirement and may require that we borrow funds to make the distribution even if the then-prevailing market conditions are not favorable for borrowings. In addition, payment of the statutory interest charge could materially and adversely affect us.
Changes in accounting standards may materially and adversely affect us.
From time to time the FASB, and the SEC, who create and interpret appropriate accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that will govern the preparation of our financial statements. These changes could materially and adversely affect our reported financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly, these changes could materially and adversely affect our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate.
The SEC is currently considering whether issuers in the U.S. should be required to prepare financial statements in accordance with IFRS instead of GAAP. IFRS is a comprehensive set of accounting standards promulgated by the IASB, which are rapidly gaining worldwide acceptance. The SEC currently has not finalized the time frame it expects that U.S. issuers would first report under the new standards. If IFRS is adopted, the potential changes associated with the adoption or convergence with IFRS, may materially and adversely affect us.
Additionally, the FASB is considering various changes to GAAP, some of which may be significant, as part of a joint effort with the IASB to converge accounting standards. In particular, FASB issued a new accounting standard that requires companies to capitalize all leases on their balance sheets by recognizing a lessee’s rights and obligations. For public companies, this new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Many companies that account for certain leases on an “off balance sheet” basis would be required to account for such leases “on balance sheet” upon adoption of this rule. This change removes many of the differences in the way companies account for owned property and leased property, and could have a

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material effect on various aspects of our tenants’ businesses, including their credit quality and the factors they consider in deciding whether to own or lease properties. Additionally, it could cause companies that lease properties to prefer shorter lease terms in an effort to reduce the leasing liability required to be recorded on the balance sheet. This new standard could also make lease renewal options less attractive, because, under certain circumstances, the rule would require a tenant to assume that a renewal right will be exercised and accrue a liability relating to the longer lease term.
In the future, we may choose to acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.
In the future we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in the Operating Partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.
RISKS RELATED TO OUR INDEBTEDNESS
We have approximately $3.74 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, limit our ability to obtain additional financing or affect the market price of our common stock or debt securities.
As of December 31, 2017, the total principal balance outstanding on our indebtedness was approximately $3.74 billion, of which the $112.0 million outstanding under the Revolving Credit Facility incurs interest at a variable rate. We may also incur significant additional debt to finance future investment activities. Payments of principal and interest on borrowings may leave us with insufficient cash resources to meet our cash needs or make the distributions to our common stockholders necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:
our cash flow may be insufficient to meet our required principal and interest payments;
cash interest expense and financial covenants relating to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders;
we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities or meet operational needs;
we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
for our variable interest rate debt, increases in interest rates could increase our interest expense;
we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under any hedge agreements we enter into, such agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any hedge agreements we enter into, we would be exposed to then-existing market rates of interest and future interest rate volatility;
we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases;
we may be restricted from accessing some of our excess cash flow after debt service if certain of our tenants fail to meet certain financial performance metric thresholds;
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and
our default under any loan with cross-default provisions could result in a default on other indebtedness.
Changes in our leverage ratios may also negatively impact the market price of our equity or debt securities. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

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Current market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all.
Over the last few years, the credit markets have experienced significant price volatility, displacement and liquidity disruptions, including the bankruptcy, insolvency or restructuring of certain financial institutions. These circumstances have materially impacted liquidity in the financial markets, making financing terms for borrowers less attractive, and in certain cases, have resulted in the unavailability of various types of debt financing. As a result, we may be unable to obtain debt financing on favorable terms or at all or fully refinance maturing indebtedness with new indebtedness. Reductions in our available borrowing capacity or inability to obtain credit when required or when business conditions warrant could materially and adversely affect us.
Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. Higher interest rates on newly incurred debt may negatively impact us as well. If interest rates increase, our interest costs and overall costs of capital will increase, which could materially and adversely affect us. Total debt service, including scheduled principal maturities and interest, for 2018 and 2019 is $401.4 million and $712.2 million, respectively. Debt service for 2018 also includes $64.3 million for the acceleration of principal payable following an event of default under 6 separate CMBS loans with stated maturities in 2018.
Some of our financing arrangements involve balloon payment obligations.
Some of our financings require us to make a lump-sum or “balloon” payment at maturity. Our ability to make any balloon payment is uncertain and may depend on our ability to obtain additional financing or our ability to sell our properties. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell our properties at a price sufficient to make the balloon payment, if at all. If the balloon payment is refinanced at a higher rate, it will reduce or eliminate any income from our properties. Our inability to meet a balloon payment obligation, through refinancing or sale proceeds, or refinancing on less attractive terms could materially and adversely affect us. We have balloon maturities, excluding debt extendible at our option, of $189.3 million and $514.5 million in 2018 and 2019, respectively, including $64.3 million on defaulted loans. If we are unable to refinance these maturities or otherwise retire the indebtedness by that time, we could be materially adversely affected, and could be forced to relinquish the related collateral.
The agreements governing our indebtedness contain restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions, operate our business or make distributions to our preferred and common stockholders.
The agreements governing our indebtedness contain restrictions and covenants that limit or will limit our ability to operate our business. These covenants, as well as any additional covenants to which we may be subject in the future because of additional indebtedness, could cause us to forgo investment opportunities, reduce or eliminate distributions to our preferred and common stockholders or obtain financing that is more expensive than financing we could obtain if we were not subject to the covenants. In addition, the agreements may have cross default provisions, which provide that a default under one of our financing agreements would lead to a default on some or all of our debt financing agreements.
If an event of default occurs under certain of our CMBS loans, if the master tenants at the properties that secure the CMBS loans fail to maintain certain EBITDAR ratios or if an uncured monetary default exists under the master leases, then a portion of or all of the cash which would otherwise be distributed to us may be restricted by the lenders and unavailable to us until the terms are cured or the debt refinanced. If the financial performance of the collateral for our indebtedness under our Spirit Master Funding Program fails to achieve certain financial performance criteria, cash from such collateral may be unavailable to us until the terms are cured or the debt refinanced. Such cash sweep triggering events have occurred previously and may be ongoing from time to time. The occurrence of these events limit the amount of cash available to us for use in our business and could limit or eliminate our ability to make distributions to our common stockholders.

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The covenants and other restrictions under our debt agreements affect, among other things, our ability to:
incur indebtedness;
create liens on assets;
sell or substitute assets;
modify certain terms of our leases;
prepay debt with higher interest rates;
manage our cash flows; and
make distributions to equity holders.
Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us.
RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE
Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be in the interest of our stockholders.
Our charter contains certain restrictions on ownership and transfer of our stock. Our charter contains various provisions that are intended to preserve our qualification as a REIT and, subject to certain exceptions, authorize our directors to take such actions as are necessary or appropriate to preserve our qualification as a REIT. For example, our charter prohibits the actual, beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock. Our Board of Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may:
discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or
result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.
We could increase the number of authorized shares of stock, classify and reclassify un-issued stock and issue stock without stockholder approval. Our Board of Directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but un-issued shares of our common stock or preferred stock and to classify or reclassify any un-issued shares of our common stock or preferred stock into one or more classes or series of stock and to set the terms of such newly classified or reclassified shares. As a result, we may issue one or more series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of our common stockholders. Although our Board of Directors has no such intention at the present time, it could establish a class or series of common stock or preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
“business combination” provisions that, subject to certain limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or of an affiliate of ours or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within a two-year period immediately prior to the date in question) or any affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested

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stockholder, and thereafter impose fair price and/or super-majority and stockholder voting requirements on these combinations; and
“control share” provisions that provide that a holder of “control shares” of our Company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) has no voting rights with respect to those shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by the MGCL, we have elected, by resolution of our Board of Directors, to opt out of the business combination provisions of the MGCL and, pursuant to a provision in our bylaws, to exempt any acquisition of our stock from the control share provisions of the MGCL. However, our Board of Directors may by resolution elect to repeal the exemption from the business combination provisions of the MGCL and may by amendment to our bylaws opt into the control share provisions of the MGCL at any time in the future, whether before or after an acquisition of control shares.
Certain provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise could be in the best interests of our stockholders. Our charter contains a provision whereby we elect, at such time as we become eligible to do so, to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our Board of Directors.
Termination of the employment agreements with certain members of our senior management team could be costly and prevent a change in control of our company.
The employment agreements with certain members of our senior management team provide that if their employment with us terminates under certain circumstances (including in connection with a change in control of our company), we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in control of our Company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders.
Our Board of Directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
Our investment and financing policies are exclusively determined by our Board of Directors. Accordingly, our stockholders do not control these policies. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our Board of Directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged, which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regards to the foregoing could materially and adversely affect us.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
As permitted by Maryland law, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
As a result, we and our stockholders have rights against our directors and officers that are more limited than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, our stockholders' and our ability to recover damages from such director or officer will be limited. In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law.

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We are a holding company with no direct operations and will rely on funds received from the Operating Partnership to pay liabilities.
We are a holding company and conduct substantially all of our operations through the Operating Partnership. We do not have, apart from an interest in the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to pay any dividends we might declare on shares of our common stock. We also rely on distributions from the Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from the Operating Partnership. In addition, because we are a holding company, stockholder claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of the Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of the Operating Partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
We own directly or indirectly 100% of the interests in the Operating Partnership. However, in connection with our future acquisition of properties or otherwise, we may issue partnership interests of the Operating Partnership to third parties. Such issuances would reduce our ownership in the Operating Partnership. Because our stockholders will not directly own partnership interests of the Operating Partnership, they will not have any voting rights with respect to any such issuances or other partnership level activities of the Operating Partnership.
Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of partnership interests in the Operating Partnership, which may impede business decisions that could benefit our stockholders.
Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and the Operating Partnership or any future partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with the management of our company. At the same time, one of our wholly-owned subsidiaries, OP Holdings, as the general partner of the Operating Partnership, has fiduciary duties and obligations to the Operating Partnership and its future limited partners under Delaware law and the partnership agreement of the Operating Partnership in connection with the management of the Operating Partnership. The fiduciary duties and obligations of OP Holdings, as general partner of the Operating Partnership, and its future partners may come into conflict with the duties of the directors and officers of our company.
Under the terms of the partnership agreement of the Operating Partnership, if there is a conflict between the interests of our stockholders on one hand and any future limited partners on the other, we will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or any future limited partners; provided, however, that for so long as we own a controlling interest in the Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or any future limited partners shall be resolved in favor of our stockholders.
The partnership agreement also provides that the general partner will not be liable to the Operating Partnership, its partners or any other person bound by the partnership agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Operating Partnership or any future limited partner, except for liability for the general partner’s intentional harm or gross negligence. Moreover, the partnership agreement provides that the Operating Partnership is required to indemnify the general partner and its members, managers, managing members, officers, employees, agents and designees from and against any and all claims that relate to the operations of the Operating Partnership, except (1) if the act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active or deliberate dishonesty, (2) for any transaction for which the indemnified party received an improper personal benefit, in money, property or services or otherwise in violation or breach of any provision of the partnership agreement or (3) in the case of a criminal proceeding, if the indemnified person had reasonable cause to believe that the act or omission was unlawful.
RISKS RELATED TO TAXES AND OUR STATUS AS A REIT
Failure to qualify as a REIT would materially and adversely affect us and the value of our common stock.
We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005 and we intend to continue operating in such a manner. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT and the statements in this Annual Report on Form 10-K are not binding on the IRS or any court. Therefore, we cannot guarantee that we have qualified as a REIT or that we will remain qualified as such in the future. If we lose

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our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to our stockholders for each of the years involved because:
we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;
we could be subject to the federal alternative minimum tax for tax years prior to 2018 and increased state and local taxes; and
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to qualify as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could materially and adversely affect the trading price of our common stock.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially and adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.
Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, our TRS will be subject to income tax as regular corporations in the jurisdictions in which they operate.
If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
The Operating Partnership is currently treated as a partnership for federal income tax purposes and, therefore, is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner’s share of its income. We cannot assure you that the IRS will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary partnership or limited liability company as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.
Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms.
Our TRSs may acquire securities in additional TRSs in the future. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s length basis.
A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of our total assets may be represented by securities (including securities of TRSs), other than

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those securities includable in the 75% asset test, and, for taxable years beginning after December 31, 2017, not more than 20% of the value of our total assets may be represented by securities of TRSs. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that we own will be less than 25% (or 20%, as applicable) of the value of our total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure our transactions with any TRS that we own to ensure that they are entered into on arm’s length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.
We may be forced to borrow funds to maintain our REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect us.
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends paid deduction and excluding any net capital gains, and we will be subject to regular corporate income taxes on our undistributed taxable income to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and recognition of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the market price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could materially and adversely affect us.
The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status or require us to make an unexpected distribution.
The IRS may take the position that specific sale-leaseback transactions that we treat as leases are not true leases for federal income tax purposes but are, instead, financing arrangements or loans. If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests, the income tests or distribution requirements and consequently lose our REIT status effective with the year of re-characterization unless we elect to make an additional distribution to maintain our REIT status. The primary risk relates to our loss of previously incurred depreciation expenses, which could affect the calculation of our REIT taxable income and could cause us to fail the REIT distribution test that requires a REIT to distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In this circumstance, we may elect to distribute an additional dividend of the increased taxable income so as not to fail the REIT distribution test. This distribution would be paid to all stockholders at the time of declaration rather than the stockholders existing in the taxable year affected by the re-characterization.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares.
Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Under the 2017 Tax Legislation, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations

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that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.
Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us.  Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
The 2017 Tax Legislation has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. Changes made by the 2017 Tax Legislation that could affect the Company and its stockholders include:
temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;
permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
permitting a deduction for certain pass-through business income, including dividends received by our stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of our REIT taxable income (prior to the application of the dividends paid deduction);
generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers that engage in certain real estate businesses (including

32


most equity REITs) and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and
eliminating the corporate alternative minimum tax.
Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase the impact of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

While some of the changes made by the tax legislation may adversely affect the Company in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. The Company continues to work with its tax advisers and auditors to determine the full impact that the recent tax legislation as a whole will have on the Company.
Item 1B. Unresolved Staff Comments
None.

33


Item 2.    Properties
PROPERTY PORTFOLIO DIVERSIFICATION
2,392
99.2%
49
419
30
Properties
Occupancy
States
Tenants
Industries
Diversification By Tenant
Tenant concentration represents the tenant's contribution to Contractual Rent of our owned real estate properties as of December 31, 2017:
Tenant (1)
Number of Properties
 
Total Square Feet
(in thousands)
 
Percent of Contractual Rent
 
 
 
 
 
 
Specialty Retail Shops Holding Corp.
99

 
6,701

 
7.7
%
AMC Entertainment, Inc
18

 
917

 
2.6

Walgreen Company
39

 
578

 
2.2

Cajun Global LLC
182

 
258

 
2.2

Academy, LTD.
6

 
1,805

 
2.0

Alimentation Couche-Tard, Inc.
82

 
248

 
1.9

The Home Depot, Inc.
7

 
821

 
1.8

Regal Entertainment Group
15

 
656

 
1.5

Carmax, Inc
8

 
356

 
1.5

CVS Caremark Corporation
34

 
383

 
1.5

Other
1,883

 
33,748

 
75.1

Vacant
19

 
1,734

 

Total
2,392

 
48,205

 
100.0
%
(1) Tenants represent legal entities ultimately responsible for obligations under the lease agreements or affiliated entities. Other tenants may operate the same or similar business concepts or brands as those set forth above.
Diversification By Asset Type
Asset type concentration represents the type of asset's contribution to Contractual Rent of our owned real estate properties among different asset types as of December 31, 2017:
Asset Type
Number of Properties
 
Total Square Feet
(in thousands)
 
 
 
 
 
 
Retail
2,206

 
36,421

 
Industrial
68

 
9,265

 
Office
118

 
2,519

 
Total
2,392

 
48,205

 
chart-887c0c74c1cf76ca984.jpg

34


Diversification By Industry
Industry concentration represents the industry's contribution to Contractual Rent of our owned real estate properties as of December 31, 2017:
Industry
Number of Properties
 
Total
Square Feet
(in thousands)
 
Percent of Contractual Rent
 
 
 
 
 
 
General Merchandise
111

 
7,743

 
8.9
%
Restaurants - Casual Dining
301

 
1,797

 
8.5

Restaurants - Quick Service
578

 
1,349

 
8.1

Movie Theaters
62

 
3,115

 
7.8

Convenience Stores
318

 
1,026

 
7.0

Medical / Other Office
120

 
1,268

 
4.9

Grocery
61

 
2,968

 
4.8

Drug Stores / Pharmacies
97

 
1,372

 
4.8

Health and Fitness
44

 
1,775

 
4.1

Specialty Retail
68

 
2,442

 
3.9

Home Improvement
38

 
2,289

 
3.7

Sporting Goods
18

 
2,547

 
3.4

Entertainment
26

 
1,199

 
3.1

Education
55

 
821

 
2.7

Automotive Services
128

 
748

 
2.7

Home Furnishings
26

 
1,615

 
2.4

Automotive Dealers
23

 
664

 
2.3

Apparel
13

 
1,995

 
2.3

Car Washes
41

 
231

 
1.9

Other
6

 
978

 
1.6

Distribution
11

 
1,083

 
1.6

Building Materials
38

 
1,561

 
1.4

Manufacturing
16

 
2,050

 
1.4

Automotive Parts
61

 
523

 
1.2

Dollar Stores
75

 
770

 
1.2
%
Wholesale Clubs
5

 
513

 
1.1
%
Pet Supplies & Service
6

 
1,015

 
1.0
%
Financial Services
4

 
342

 
1.0
%
Office Supplies
17

 
448

 
0.7
%
Consumer Electronics
6

 
224

 
0.5
%
Vacant
19

 
1,734

 

Total
2,392

 
48,205

 
100.0
%



35


Diversification By Geography
Geographic concentration represents the geographic region's contribution to Contractual Rent of our owned real estate properties as of December 31, 2017:

geographicheatmapa03.jpg
Location
 
Number of Properties
 
Total Square Feet (in thousands)
 
Percent of Contractual Rent
 
Location (continued)
 
Number of Properties
 
Total Square Feet (in thousands)
 
Percent of Contractual Rent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Texas
 
299

 
5,858

 
12.0
%
 
Kansas
 
35

 
644

 
1.3
Georgia
 
180

 
2,064

 
6.1

 
Massachusetts
 
3

 
886

 
1.2
Florida
 
155

 
1,579

 
5.9

 
Iowa
 
31

 
557

 
1.1
Illinois
 
109

 
2,882

 
5.8

 
Oregon
 
10

 
444

 
1.1
Ohio
 
123

 
2,209

 
5.2

 
New Jersey
 
14

 
883

 
1.1
California
 
36

 
1,370

 
4.2

 
Idaho
 
16

 
679

 
1.0
Wisconsin
 
44

 
2,978

 
3.8

 
Mississippi
 
41

 
360

 
1.0
Michigan
 
136

 
2,097

 
3.7

 
Washington
 
12

 
462

 
0.9
Minnesota
 
49

 
2,162

 
3.5

 
New Hampshire
 
16

 
640

 
0.8
Arizona
 
60

 
940

 
3.1

 
Maryland
 
19

 
242

 
0.7
Missouri
 
91

 
1,369

 
2.9

 
Louisiana
 
24

 
208

 
0.7
Tennessee
 
100

 
1,367

 
2.9

 
South Dakota
 
8

 
390

 
0.6
Indiana
 
77

 
1,175

 
2.9

 
Montana
 
6

 
406

 
0.6
South Carolina
 
44

 
951

 
2.7

 
Connecticut
 
5

 
686

 
0.6
North Carolina
 
69

 
1,250

 
2.4

 
West Virginia
 
18

 
297

 
0.6
Alabama
 
105

 
712

 
2.2

 
Utah
 
7

 
548

 
0.5
Pennsylvania
 
55

 
1,174

 
2.0

 
North Dakota
 
5

 
236

 
0.4
Virginia
 
60

 
1,358

 
2.0

 
Nebraska
 
12

 
363

 
0.4
Colorado
 
29

 
993

 
2.0

 
Maine
 
25

 
68

 
0.4
New York
 
37

 
919

 
1.7

 
Rhode Island
 
4

 
117

 
0.3
New Mexico
 
37

 
539

 
1.7

 
Wyoming
 
8

 
180

 
0.2
Oklahoma
 
66

 
613

 
1.5

 
Alaska
 
5

 
63

 
0.1
Kentucky
 
46

 
544

 
1.4

 
U.S. V.I.
 
1

 
38

 
0.1
Nevada
 
5

 
1,099

 
1.4

 
Delaware
 
1

 
5

 
Arkansas
 
53

 
599

 
1.3

 
Vermont
 
1

 
2

 

36


Lease Expirations
The following table sets forth a summary schedule of expiration dates for leases in place as of December 31, 2017. As of December 31, 2017, the weighted average remaining non-cancelable initial term of our leases (based on Contractual Rent) was 10.0 years. The information set forth in the table assumes that tenants do not exercise renewal options and or any early termination rights:
Leases Expiring In:
Number of Properties
 
Contractual Rent Annualized
(in thousands)
(1)
 
Total Square Feet
(in thousands)
 
Percent of Contractual Rent
 
 
 
 
 
 
 
 
2018
50

 
$
17,026

 
1,268

 
2.8
%
2019
101

 
18,956

 
1,636

 
3.1

2020
72

 
18,797

 
1,459

 
3.1

2021
178

 
43,827

 
3,630

 
7.3

2022
122

 
34,010

 
3,022

 
5.7

2023
122

 
35,071

 
3,757

 
5.8

2024
55

 
22,293

 
1,355

 
3.7

2025
77

 
33,882

 
2,039

 
5.6

2026
186

 
41,529

 
3,614

 
6.9

2027
209

 
76,196

 
6,009

 
12.7

Thereafter
1,201

 
260,291

 
18,682

 
43.3

Vacant
19

 

 
1,734

 

Total owned properties
2,392

 
$
601,878

 
48,205

 
100.0
%
(1) Contractual Rent for the month ended December 31, 2017 for properties owned at December 31, 2017, multiplied by twelve.
Item 3.     Legal Proceedings
From time-to-time, we may be subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.
Item 4.    Mine Safety Disclosure
None.

37


PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
MARKET INFORMATION FOR COMMON STOCK, HOLDERS OF RECORD AND DIVIDEND POLICY
Spirit Realty Capital, Inc.
Our common stock is traded on the NYSE under the symbol “SRC.” The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and dividends declared per share of common stock, for the periods indicated.
 
2017
 
2016
 
Price Per Share
of Common Stock
 
Dividends Declared
 
Price Per Share
of Common Stock
 
Dividends Declared
 
High
 
Low
 
 
 
High
 
Low
 
 
First quarter
$11.27
 
$9.99
 
$
0.18000

 
$11.25
 
$9.10
 
$
0.17500

Second quarter
$10.50
 
$6.71
 
0.18000

 
$12.77
 
$10.87
 
0.17500

Third quarter
$8.74
 
$7.32
 
0.18000

 
$13.88
 
$12.78
 
0.17500

Fourth quarter
$8.67
 
$7.95
 
0.18000

 
$13.10
 
$10.26
 
0.18000

Total
 
 
 
 
$
0.72000

 
 
 
 
 
$
0.70500

As of February 20, 2018, there were approximately 2,574 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
We intend to pay regular quarterly dividends to our stockholders, although all future distributions will be declared and paid at the discretion of the Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant.
Spirit Realty, L.P.
Spirit Realty Capital, Inc. directly or indirectly owns all of Spirit Realty, L.P.'s partnership units. Therefore there is no established trading market for Spirit Realty, L.P.'s partnership units. The following table sets forth the distributions we declared with respect to Spirit Realty, L.P.'s partnership units for the periods indicated:
 
Distributions Declared
 
2017
2016
First quarter
$
0.18000

$
0.17500

Second quarter
0.18000

0.17500

Third quarter
0.18000

0.17500

Fourth quarter
0.18000

0.18000

Total
$
0.72000

$
0.70500

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES
Spirit Realty Capital, Inc.
None.
Spirit Realty, L.P.
None.

38


ISSUER PURCHASES OF EQUITY SECURITIES
The following table summarized the repurchases of the Company's equity securities during the fourth quarter of 2017 :
 
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Period
 
 
 
 
 
 
 
October 1 - 31, 2017

 

 
N/A
 
N/A
November 1 - 30, 2017

 

 
N/A
 
N/A
December 1 - 31, 2017 (1)
7,020,100

 
$
8.64

 
7,020,100

 
$
167,626,893

Total
7,020,100

 
$
8.64

 
7,020,100

 
$
167,626,893

(1) In August 2017, the Company's Board of Directors approved a new stock repurchase program, which authorizes the Company to repurchase up to $250.0 million of its common stock over the 18 month period following authorization. All repurchases during the fourth quarter of 2017 were made pursuant to this stock repurchase program. See Note 7 to the consolidated financial statements herein for further discussion. In accordance with the Operating Partnership's Second Amended and Restated Agreement of Limited Partnership, the Operating Partnership redeemed a number of units equal to the Company's shares repurchased.
EQUITY COMPENSATION PLAN INFORMATION
Our equity compensation plan information required by this item will be included in the Proxy Statement to be filed relating to our 2018 Annual Meeting of Stockholders and is incorporated herein by reference.

39


PERFORMANCE GRAPH
The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
The following graph shows our cumulative total stockholder return for the period beginning with the initial listing of our common stock on the NYSE on September 20, 2012 and ending on December 31, 2017, with stock prices retroactively adjusted for the Merger Exchange Ratio. The graph assumes a $100 investment in each of the indices on September 20, 2012 and the reinvestment of all dividends. Our stock price performance shown in the following graph is not indicative of future stock price performance.
chart-93d1a56770e158f892a.jpg
 
Period Ended
Index:
9/20/2012
12/31/2012
12/31/2013
12/31/2014
12/31/2015
12/31/2016
12/31/2017
Spirit Realty Capital, Inc.
$
100

$
121

$
136

$
175

$
158

$
181

$
156

S&P 500
$
100

$
98

$
127

$
141

$
140

$
153

$
183

NAREIT US Equity REIT Index
$
100

$
101

$
104

$
135

$
139

$
151

$
159


40


Item 6. Selected Financial Data
The following tables set forth, on a historical basis, selected financial and operating data for the Company. The following data should be read in conjunction with our financial statements and notes thereto and Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K.

Years Ended December 31,

2017 (1)
 
2016 (1)
 
2015 (1)
 
2014 (1)
 
2013 (1)
 
(Dollars in thousands, except share and per share data)
Operating Data:
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Rentals
$
639,017

 
$
648,363

 
$
634,151

 
$
574,456

 
$
404,402

Interest income on loans receivable
3,791

 
5,253

 
6,948

 
7,239

 
5,928

Earned income from direct financing leases
2,078

 
2,742

 
3,024

 
3,343

 
1,572

Tenant reimbursement income
16,747

 
14,125

 
15,952

 
13,085

 
5,637

Other income
7,322

 
15,491

 
7,260

 
4,748

 
1,928

Total revenues
668,955

 
685,974

 
667,335

 
602,871

 
419,467

Expenses:
 
 
 
 
 
 
 
 
 
General and administrative
62,064

 
52,615

 
47,730

 
42,637

 
35,146

Restructuring charges

 
6,341

 
7,056

 

 

Transaction costs
6,361

 

 

 

 

Finance restructuring costs

 

 

 
13,022

 
717

Merger costs

 

 

 

 
56,644

Property costs (including reimbursable)
36,617

 
30,839

 
27,715

 
23,383

 
11,760

Real estate acquisition costs
1,356

 
3,229

 
2,739

 
3,631

 
1,718

Interest
190,127

 
196,586

 
222,901

 
220,070

 
179,267

Depreciation and amortization
256,019

 
262,276

 
260,633

 
247,966

 
164,054

Impairments (recoveries)
102,330

 
88,275

 
70,695

 
37,598

 
(185
)
Total expenses
654,874

 
640,161

 
639,469

 
588,307

 
449,121

Income (loss) from continuing operations before other (expense) income and income tax expense
14,081

 
45,813

 
27,866

 
14,564

 
(29,654
)
Other (expense) income:
 
 
 
 
 
 
 
 
 
(Loss) gain on debt extinguishment
(1,645
)
 
233

 
(3,162
)
 
(64,750
)
 
(2,405
)
Total other (expense) income
(1,645
)
 
233

 
(3,162
)
 
(64,750
)
 
(2,405
)
Income (loss) from continuing operations before income tax expense
12,436

 
46,046

 
24,704

 
(50,186
)
 
(32,059
)
Income tax expense
(394
)
 
(965
)
 
(601
)
 
(673
)
 
(1,113
)
Income (loss) from continuing operations
12,042

 
45,081

 
24,103

 
(50,859
)
 
(33,172
)
Discontinued operations: (2)
 
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations

 

 
98

 
3,368

 
(4,530
)
Gain on disposition of assets

 

 
590

 
325

 
36,086

Income from discontinued operations

 

 
688

 
3,693

 
31,556

Income (loss) before gain on disposition of assets
12,042

 
45,081

 
24,791

 
(47,166
)
 
(1,616
)
Gain on disposition of assets
65,106

 
52,365

 
68,421

 
10,221

 

Net income (loss)
77,148

 
97,446

 
93,212

 
(36,945
)
 
(1,616
)
Less: preferred dividends
(2,530
)
 

 

 

 

Net income (loss) attributable to common stockholders
$
74,618

 
$
97,446

 
$
93,212

 
$
(36,945
)
 
$
(1,616
)

41


Net income (loss) per share of common stock—basic:
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.16

 
$
0.21

 
$
0.21

 
$
(0.11
)
 
$
(0.14
)
Discontinued operations

 

 

 
0.01

 
0.13

Net income (loss) per share attributable to common stockholders—basic
$
0.16

 
$
0.21

 
$
0.21

 
$
(0.10
)
 
$
(0.01
)
Net income (loss) per share of common stock—diluted:
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.16

 
$
0.21

 
$
0.21

 
$
(0.11
)
 
$
(0.14
)
Discontinued operations

 

 

 
0.01

 
0.13

Net income (loss) per share attributable to common stockholders—diluted
$
0.16

 
$
0.21

 
$
0.21

 
$
(0.10
)
 
$
(0.01
)
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
 
 
Basic common shares (3)
467,934,945

 
469,217,776

 
432,222,953

 
386,809,746

 
255,020,565

Diluted common shares (3)
467,942,788

 
469,246,265

 
432,545,625

 
386,809,746

 
255,020,565

 
 
 
 
 
 
 
 
 
 
Dividends declared per common share issued (4)
$
0.72000

 
$
0.70500

 
$
0.68500

 
$
0.66875

 
$
0.65843

 
 
 
 
 
 
 
 
 
 
(1) As a result of the Merger completed on July 17, 2013, Operating Data includes the results of operations from the acquired properties for a full year in 2017, 2016, 2015 and 2014 and for less than half a year in 2013.
(2) Includes gains, losses and results of operations from all property dispositions and from properties classified as held for sale at the end of the period for all periods prior to 2014. During 2015 and 2014, only those properties classified as held for sale as of December 31, 2013 were reported as discontinued operations.
(3) Historical weighted average number of shares of common stock outstanding (basic and diluted) have been adjusted for the Merger Exchange Ratio. No potentially dilutive securities were included as their effect would be anti-dilutive on results from continuing operations.
(4) Dividends declared per common share issued for the year ended December 31, 2013 have been adjusted for the Merger.


42


 
Years Ended December 31,
 
2017
 
2016
 
2015
 
2014
 
2013
 
(Dollars in thousands)
Balance Sheet Data (end of period):
 
 
 
 
 
 
 
 
 
Gross investments, including related lease intangibles
$
7,903,025

 
$
8,247,654

 
$
8,302,688

 
$
8,043,497

 
$
7,235,732

Net investments
6,769,328

 
7,090,335

 
7,231,816

 
7,110,726

 
6,523,325

Cash and cash equivalents
8,798

 
10,059

 
21,790

 
176,181

 
66,588

Total assets (1)
7,263,511

 
7,677,971

 
7,891,039

 
7,964,230

 
7,207,775

Total debt, net (1)
3,639,680

 
3,664,628

 
4,092,787

 
4,323,302

 
3,758,241

Total liabilities (1)
3,943,902

 
3,995,863

 
4,429,165

 
4,652,568

 
4,093,034

Total stockholders' equity
3,319,609

 
3,682,108

 
3,461,874

 
3,311,662

 
3,114,741

 
 
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
 
FFO (2)
$
367,296

 
$
394,952

 
$
354,686

 
$
238,105

 
$
139,487

AFFO (2)
$
398,148

 
$
412,999

 
$
378,050

 
$
322,400

 
$
208,853

Number of properties in investment portfolio
2,480

 
2,615

 
2,629

 
2,509

 
2,186

Owned properties occupancy at period end (based on number of properties)
99
%
 
98
%
 
99
%
 
98
%
 
99
%
(1) During 2015, we elected to early adopt ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, in which capitalized deferred financing costs, previously recorded in deferred costs and other assets on the consolidated balance sheets, are presented as a direct deduction from the carrying amount of the debt liability to which these costs relate, and this presentation is retrospectively applied to prior periods. Capitalized deferred financing costs incurred in connection with the Revolving Credit Facility continue to be presented in deferred costs and other assets, net on the consolidated balance sheets as amounts can be drawn and repaid periodically, which is in accordance with ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.
(2) We calculate FFO in accordance with the standards established by NAREIT. FFO represents net income (loss) attributable to common stockholders (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net (gains) losses from property dispositions. FFO is a supplemental non-GAAP financial measure. We use FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate-related depreciation and amortization, gains and losses from property dispositions and impairment charges, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year-over-year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of equity REITs, FFO will be used by investors as a basis to compare our operating performance with that of other equity REITs. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our properties that result from use or market conditions, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO as we do, and, accordingly, our FFO may not be comparable to such other equity REITs’ FFO. Therefore, FFO should be considered only as a supplement to net income (loss) attributable to common stockholders as a measure of our performance.
AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. Accordingly, AFFO should be considered only as a supplement to net income (loss) attributable to common stockholders as a measure of our performance. We adjust FFO to eliminate the impact of certain items that we believe are not indicative of our core operating performance, including restructuring costs, other general and administrative costs associated with relocation of our headquarters, transaction costs associated with our proposed Spin-Off, default interest on non-recourse mortgage indebtedness, debt extinguishment gains (losses), transaction costs incurred in connection with the acquisition of real estate investments subject to existing leases and certain non-cash items. These certain non-cash items include non-cash revenues (comprised of straight-line rents, amortization of above and below market rent on our leases, amortization of lease incentives, amortization of net premium (discount) on loans receivable and amortization of capitalized lease transaction costs), non-cash interest expense (comprised of amortization of deferred financing costs and amortization of net debt discount/premium) and non-cash compensation expense (stock-based compensation expense). In addition, other equity REITs may not calculate AFFO as we do, and, accordingly, our AFFO may not be comparable to such other equity REITs' AFFO. AFFO does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered as an alternative to net income determined in accordance with GAAP as a performance measure. A reconciliation of our FFO and AFFO to net income (loss) attributable to common stockholders (computed in accordance with GAAP) is included in the financial information accompanying this report.
 

43


 
Years Ended December 31,
 
2017
 
2016
 
2015
 
2014
 
2013
 
(Dollars in thousands)
Net income (loss) attributable to common stockholders (1)
$
74,618

 
$
97,446

 
$
93,212

 
$
(36,945
)
 
$
(1,616
)
Add/(less):
 
 
 
 
 
 
 
 
 
Portfolio depreciation and amortization
 
 
 
 
 
 
 
 
 
Continuing operations
255,454

 
261,799

 
260,257

 
247,587

 
163,874

Discontinued operations

 

 

 

 
3,545

Portfolio impairments
 
 
 
 
 
 
 
 
 
Continuing operations
102,330

 
88,072

 
70,197

 
37,592

 
183

Discontinued operations

 

 
34

 
417

 
9,587

Realized gain on sales of real estate (2)
(65,106
)
 
(52,365
)
 
(69,014
)
 
(10,546
)
 
(36,086
)
Total adjustments
292,678

 
297,506

 
261,474

 
275,050

 
141,103

 
 
 
 
 
 
 
 
 
 
FFO attributable to common stockholders
$
367,296

 
$
394,952

 
$
354,686

 
$
238,105

 
$
139,487

Add/(less):
 
 
 
 
 
 
 
 
 
Loss (gain) on debt extinguishment
 
 
 
 
 
 
 
 
 
Continuing operations
1,645

 
(233
)
 
3,162

 
64,750

 
2,405

Discontinued operations

 

 

 

 
(1,028
)
Restructuring charges

 
6,341

 
7,056

 

 

Other costs in G&A associated with headquarter relocation

 
3,629

 

 

 

Transaction costs
6,361

 

 

 

 

Merger costs (3)

 

 

 

 
66,700

Master Trust Exchange Costs

 

 

 
13,022

 
717

Real estate acquisition costs
1,356

 
3,229

 
2,739

 
3,631

 
1,718

Non-cash interest expense
23,469

 
15,380

 
10,367

 
5,175

 
8,840

Straight-line rent, net of related bad debt expense
(19,474
)
 
(23,496
)
 
(19,291
)
 
(12,191
)
 
(6,162
)
Other amortization and non-cash charges
(3,266
)
 
(2,837
)
 
(1,639
)
 
(4,541
)
 
(12,593
)
Accrued interest and fees on defaulted loans
4,201

 
4,740

 
7,649

 
3,103

 

Swap termination costs (4)

 
1,724

 

 

 

Non-cash compensation expense
16,560

 
9,570

 
13,321

 
11,346

 
8,769

Total adjustments to FFO
30,852

 
18,047

 
23,364

 
84,295

 
69,366

 
 
 
 
 
 
 
 
 
 
AFFO attributable to common stockholders(6)
$
398,148

 
$
412,999

 
$
378,050

 
$
322,400

 
$
208,853

 
 
 
 
 
 
 
 
 
 
FFO per share of common stock
 
 
 
 
 
 
 
 
 
Diluted (5)
$
0.78

 
$
0.84

 
$
0.82

 
$
0.61

 
$
0.54

AFFO per share of common stock
 
 
 
 
 
 
 
 
 
Diluted (5)
$
0.85

 
$
0.88

 
$
0.87

 
$
0.83

 
$
0.81

Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
 
 
Basic
467,934,945

 
469,217,776

 
432,222,953

 
386,809,746

 
255,020,565

Diluted
467,942,788

 
469,246,265

 
432,545,625

 
387,585,580

 
255,210,757

(1) Amount is net of distributions paid to preferred stockholders for the year ended December 31, 2017.
(2) Includes amounts related to discontinued operations.
(3) Includes $10.1 million of interest expense charges related to the Merger.
(4) Included in general and administrative expenses.
(5) Assumes the issuance of potentially issuable shares unless the result would be anti-dilutive.
(6) For the year ended December 31, 2016, net income attributable to common stockholders includes compensation for lost rent received from the Haggen Holdings, LLC settlement for 6 rejected stores as follows (in millions):
Contractual rent from date of rejection through either sale or December 31, 2016
 
$
1.3

Three months of prepaid rent for the three stores subsequently sold
 
0.5

Total included in AFFO
 
$
1.8



44


Adjusted Debt, Adjusted EBITDA and Annualized Adjusted EBITDA
 
December 31,
 
2017
 
2016
 
(in thousands)
Revolving credit facility
$
112,000

 
$
86,000

Term loan, net

 
418,471

Senior unsecured notes, net
295,321

 
295,112

Mortgages and notes payable, net
2,516,478

 
2,162,403

Convertible notes, net
715,881

 
702,642

 
3,639,680

 
3,664,628

Add/(less):
 
 
 
Unamortized debt discount, net
61,399

 
52,894

Unamortized deferred financing costs
39,572

 
37,111

Cash and cash equivalents
(8,798
)
 
(10,059
)
Restricted cash balances held for the benefit of lenders
(105,909
)
 
(26,839
)
Total adjustments
(13,736
)
 
53,107

Adjusted Debt (1)
$
3,625,944

 
$
3,717,735

 
 
 
 
 
Three Months 
 Ended December 31,
 
2017
 
2016
 
(Dollars in thousands)
Net income attributable to common stockholders
$
35,791

 
$
988

Add/(less): (2)
 
 
 
Interest
47,998

 
46,744

Depreciation and amortization
63,132

 
68,049

Income tax (benefit) expense
(25
)
 
33

Total adjustments
111,105

 
114,826

EBITDA
$
146,896

 
$
115,814

Restructuring charges

 
615

Other costs in G&A associated with headquarter relocation

 
187

Transaction costs
3,216

 

Real estate acquisition costs
583

 
1,137

Impairments on real estate assets
14,221

 
46,379

Realized gain on sales of real estate
(24,909
)
 
(13,144
)
Loss on debt extinguishment
3,415

 
93

Total adjustments to EBITDA
(3,474
)
 
35,267

Adjusted EBITDA (3)
$
143,422

 
$
151,081

Annualized Adjusted EBITDA (4)
$
573,688

 
$
604,324

Adjusted Debt / Annualized Adjusted EBITDA (5)
6.3

 
6.2

(1) Adjusted Debt represents interest bearing debt (reported in accordance with GAAP) adjusted to exclude unamortized debt discount/premium and deferred financing costs, as further reduced by cash and cash equivalents and restricted cash balances held for the benefit of lenders. By excluding unamortized debt discount/premium and deferred financing costs, cash and cash equivalents, and restricted cash balances held for the benefit of lenders, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition.
(2) Adjustments include all amounts charged to continuing and discontinued operations.
(3) Adjusted EBITDA represents EBITDA modified to include other adjustments to GAAP net income (loss) attributable to common stockholders for restructuring charges, transaction costs, real estate acquisition costs, impairment losses, gains/losses from the sale of real estate and debt transactions and other items that we do not consider to be indicative of our on-going operating

45


performance. We focus our business plans to enable us to sustain increasing shareholder value. Accordingly, we believe that excluding these items, which are not key drivers of our investment decisions and may cause short-term fluctuations in net income, provides a useful supplemental measure to investors and analysts in assessing the net earnings contribution of our real estate portfolio. Because these measures do not represent net income (loss) that is computed in accordance with GAAP, they should not be considered alternatives to net income (loss) or as an indicator of financial performance.
(4) Adjusted EBITDA of the current quarter multiplied by four.
(5) Adjusted Debt to Annualized Adjusted EBITDA is a supplemental non-GAAP financial measure we use to evaluate the level of borrowed capital being used to increase the potential return of our real estate investments, and a proxy for a measure we believe is used by many lenders and ratings agencies to evaluate our ability to repay and service our debt obligations over time. We believe the ratio is a beneficial disclosure to investors as a supplemental means of evaluating our ability to meet obligations senior to those of our equity holders. Our computation of this ratio may differ from the methodology used by other equity REITs, and therefore, may not be comparable to such other REITs.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Spirit Realty Capital, Inc. is a New York Stock Exchange listed company under the ticker symbol "SRC." We are a self-administered and self-managed REIT with in-house capabilities including acquisition, portfolio management, asset management, credit research, real estate research, legal, finance and accounting and capital markets. We primarily invest in single-tenant, operationally essential real estate assets throughout the U.S., which are generally acquired through strategic sale-leaseback transactions and subsequently leased on long-term, triple-net basis to high quality tenants with business operations within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate consists of properties that are generally free-standing, commercial real estate facilities where our tenants conduct activities that are essential to the generation of their sales and profits. In support of our primary business of owning and leasing real estate, we have also strategically originated or acquired long-term, commercial mortgage and other loans to provide a range of financing solutions to our tenants.
As of December 31, 2017, our owned real estate represented investments in 2,392 properties. Our properties are leased to 419 tenants across 49 states and 30 industries. As of December 31, 2017, our owned properties were approximately 99.2% occupied (based on number of economically yielding properties). In addition, our investment in real estate includes commercial mortgage and other loans secured by an additional 88 real estate properties or other related assets.
Our operations are carried out through the Operating Partnership. OP Holdings, one of our wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. We and one of our wholly-owned subsidiaries are the only limited partners, and together own the remaining 99% of the Operating Partnership. Although the Operating Partnership is wholly-owned by us, in the future, we may issue partnership interests in the Operating Partnership to third parties in exchange for property owned by such third parties. In general, any partnership interests in the Operating Partnership issued to third parties would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when such partnership interests in the Operating Partnership are issued.
We have elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with such taxable year, and we intend to continue operating in such a manner.
On August 3, 2017, we announced a proposed Spin-Off of almost all of our interests in our properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT Spirit MTA REIT or SMTA. Pursuant to the plan, if the Spin-Off is completed, our stockholders would receive a distribution of common shares of beneficial interest issued by SMTA. The Spin-Off is subject to certain conditions, including declaration by the U.S. Securities and Exchange Commission that SMTA's registration statement on Form 10 is effective, customary third party consents, and final approval and declaration of the distribution by our Board of Directors. Such conditions and other unforeseen developments, including in the debt or equity markets or general market conditions, could delay or prevent the Spin-Off or cause the Spin-Off to occur on terms or conditions that are less favorable and/or different than those described herein. The transaction is expected to be completed in the first half of 2018. We may, at any time and for any reason until the proposed transaction is complete, abandon the Spin-Off or modify or change its terms, including the assets we plan to contribute to SMTA.
2017 Highlights
For the year ended December 31, 2017:
Generated net income of $0.16 per share, FFO of $0.78 per share and AFFO of $0.85 per share.
Strengthened our balance sheet:
Completed an underwritten public offering of 6.0% Series A Cumulative Redeemable Preferred Stock for aggregate net proceeds of $166.2 million.
Issued $674.4 million aggregate principal amount of net-lease mortgage notes under Master Trust 2014.
Repurchased 35.8 million shares of the Company's outstanding common stock at a weighted average purchase price of $7.88 per share.

46


Extinguished $238.5 million of secured debt that had a 5.5% weighted average interest rate.
Actively managed our portfolio:
Raised real estate portfolio occupancy to 99.2% as of December 31, 2017 from 98.2% as of December 31, 2016.
Closed 25 real estate transactions totaling $323.0 million, including revenue producing capital expenditures, adding 39 properties to our portfolio, earning an initial weighted average cash yield of 7.66% under leases with an average term of 12.0 years.
Sold 192 properties for $551.2 million in gross proceeds, including 105 vacant properties for gross proceeds of $153.7 million.
Reduced Shopko concentration to 7.7% of Contractual Rent at December 31, 2017 from 8.2% at December 31, 2016.
Factors that May Influence Our Operating Results
ACQUISITIONS AND LEASE STRUCTURE
Our principal business is acquiring commercial real estate properties, generally leased to tenants under triple-net leases. Our ability to grow revenue and produce superior risk adjusted returns depends on our ability to acquire additional properties at a yield sufficiently in excess of our cost of capital. We focus on opportunities to acquire attractive commercial real estate by providing capital to small and middle-market companies that we conclude have stable and proven operating histories and attractive credit characteristics. Small and middle-market companies are often willing to enter into leases with structures and terms that we consider appealing and that we believe increase the security of rental payments.
Portfolio Diversification
Our strategy emphasizes a portfolio that (1) derives no more than 10% of its Contractual Rent from any single tenant and no more than 2.0% of its Contractual Rent from any single property, (2) is leased to tenants operating in various industries and (3) is located across the U.S. without significant geographic concentration.
A core component of our business is investing in and managing a portfolio of single-tenant, operationally essential retail real estate throughout the U.S. Accordingly, our performance is substantially dependent on the performance of our retail tenants. The market for traditional retail space has previously been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some traditional retail companies, the ongoing consolidation in the retail industry, the excess amount of retail space in a number of markets and increasing consumer purchases through catalogs or over the internet.
In particular, we have experienced and expect to continue to experience challenges with some of our retailers through increased credit losses. These credit losses resulted in lower revenues from non-performing leases and certain charges for the write-off of unrecoverable receivables. We expect the non-performance for certain of these leases to continue.
As of December 31, 2017, Shopko represents our most significant tenant. Currently we lease 99 properties to Shopko, pursuant to three master leases and two single site leases, under which we receive approximately $3.9 million in Contractual Rent per month. We reduced our Shopko tenant concentration to 7.7% of Contractual Rent at December 31, 2017, compared to 8.2% at December 31, 2016. During the year ended December 31, 2017, we sold 12 Shopko properties for $71.4 million in gross proceeds as we continue our objective to reduce our exposure to Shopko.
As a result of the significant number of properties leased to Shopko, our results of operations and financial condition are significantly impacted by Shopko's performance under its leases. Shopko operates as a multi-department general merchandise retailer and retail health services provider primarily in mid-size and large communities in the Midwest, Pacific Northwest, North Central and Western Mountain states.
Based on our monitoring of Shopko's financial information and other challenges impacting the retail industry relative to recent years, we continue to evaluate Shopko's ongoing ability to meet its obligations to us under its leases. Although Shopko is current on all of its obligations to us under its lease arrangements with us as of December 31, 2017, we can give you no assurance that this will continue to be the case, particularly if Shopko (not just the stores subject to leases with us) experiences a further decline in its business, financial condition and results of operations or loses access to liquidity. If such events were to occur, Shopko may request discounts or deferrals on the rents it pays to us,

47


seek to terminate its master leases with us or close certain of its stores, or file for bankruptcy, all of which could significantly decrease the amount of revenue we receive from it.
Operationally Essential Real Estate with Long-Term Leases
We seek to own properties that are operationally essential to our tenants, thereby reducing the risk that our tenant would choose not to renew an expiring lease or reject a lease in bankruptcy. We also seek to enter into leases with relatively long initial terms, typically 15 to 20 years, and renewal options with attractive rent escalation provisions. As of December 31, 2017, our leases have a weighted average remaining lease term of approximately 10.0 years (based on Contractual Rent), compared to 10.8 years as of December 31, 2016. Approximately 22.0% of our leases (based on Contractual Rent) as of December 31, 2017 will expire prior to January 1, 2023.
Rent Escalators
Our leases generally contain provisions contractually increasing the rental revenue over the term of the lease at specified dates by (1) a fixed amount or (2) the lesser of (a) 1 to 2 times CPI over a specified period, (b) a fixed percentage or (c) a fixed schedule. The percentage of our single-tenant properties containing rent escalators remained consistent at 89.2% as of both December 31, 2017 and December 31, 2016, respectively (based on Contractual Rent).
Master Lease Structure
Where appropriate, we seek to enter into master leases, whereby we lease multiple properties to a single tenant on an “all or none” basis. The master lease structure prevents a tenant from unilaterally giving up under-performing properties while retaining well-performing properties. We have 131 active master leases with property counts ranging from 2 to 172 and a weighted average non-cancelable remaining lease term (based on Contractual Rent) of 12.7 years as of December 31, 2017 compared to 129 active master leases with property counts ranging from 2 to 182 and a weighted average non-cancelable remaining lease term (based on Contractual Rent) of 13.9 years as of December 31, 2016.
Master lease revenue contributed approximately 44.7% of our Contractual Rent during the year ended December 31, 2017, compared to approximately 46.2% for the same period in 2016. The largest revenue producing master leases at December 31, 2017 and 2016, respectively, consisted of 59 and 72 properties and contributed 6.8% and 7.2% of our Contractual Rent. Our smallest revenue producing master leases, consisting of two properties, contributed less than 0.1% to our Contractual Rent in each of the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, the majority of our master leases include between 2 and 10 properties.
Triple-Net Leases
Our leases are predominantly triple-net, whereby the tenant pays all property operating expenses, including but not limited to real estate taxes, insurance premiums and repair and maintenance costs. We occasionally enter into leases, or acquire properties with existing leases, pursuant to which we retain responsibility for the costs of structural repair, maintenance and certain other property costs. Although such leases have not historically resulted in significant costs to us, an increase in costs related to these responsibilities could negatively impact our operating results. Similarly, an increase in the vacancy rate of our portfolio would increase our costs, as we would be responsible for expenses that our tenants are currently required to pay. As of December 31, 2017, approximately 82.8% of our properties (based on Contractual Rent) are subject to triple-net leases, compared to approximately 83.7% as of December 31, 2016.
Impact of Inflation
Our leases typically contain provisions designed to mitigate the adverse impact of inflation on our results of operations. Since tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not adversely affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expenses, which could increase our exposure to inflation. Additionally, our leases generally provide for rent escalators designed to mitigate the effects of inflation over a lease’s term. However, since some of our leases do not contain rent escalators and many that do limit the amount by which rent may increase, any increase in our rental revenue may not keep up with the rate of inflation.

48


ASSET MANAGEMENT
The stability of the rental revenue generated by our properties depends principally on our tenants’ ability to pay rent and our ability to:
collect rent due,
renew expiring leases or re-lease space upon expiration or other termination,
lease or dispose of currently vacant properties, and
maintain or increase rental rates.
Each of these could be negatively impacted by adverse economic conditions, particularly those that affect the markets in which our properties are located, downturns in our tenants’ industries, increased competition for our tenants at our property locations, or the bankruptcy of one or more of our tenants. We seek to manage these risks by using our developed underwriting and risk management processes to structure and manage our portfolio.
Active Management and Monitoring of Risks Related to Our Investments
We seek to measure tenant financial distress risk and lease renewal risk through various processes. Many of our tenants are required to provide corporate-level and/or unit-level financial information, which includes balance sheet, income statement and cash flow statement data on a quarterly and/or annual basis, and approximately 50.6% of our leases as of December 31, 2017 require the tenant to provide property-level performance information, which includes income statement data on a quarterly and/or annual basis.Our underwriting and risk management processes are designed to structure new investments and manage existing investments to mitigate tenant credit quality risks and preserve the long-term return on our invested capital. Since our inception, our occupancy based on economically yielding properties has never been below 96.1%, despite the economic downturn of 2008 through 2010. The percentage of our properties that were economically yielding increased to approximately 99.2% as of December 31, 2017 from approximately 98.2% as of December 31, 2016.
On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of ours under a master lease. For discussion of the related settlement and current status of these properties, see Note 8 to the consolidated financial statements herein.
CAPITAL RECYCLING
We continuously evaluate opportunities for the disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives, considering criteria including, but not limited to, tenant concentration, tenant credit quality, local market conditions and lease rates, associated indebtedness, asset location and tenant operation type (e.g., industry, sector, or concept/brand), as well as potential uses of proceeds and tax considerations. As part of this strategy, we may enter into 1031 Exchanges to defer some or all of the taxable gains on the dispositions, if any, for federal and state income tax purposes. We can provide no assurance that we will dispose of any additional properties or that future acquisitions and/or dispositions, if any, will qualify as 1031 Exchanges. Furthermore, we can provide no assurance that we will deploy the proceeds from future dispositions in a manner that produces comparable or better yields.
CAPITAL FUNDING
Our principal demands for funds are for property acquisitions, payment of principal and interest on our outstanding indebtedness, operating and property maintenance expenses and distributions to our stockholders. Generally, property acquisitions are temporarily funded through our Revolving Credit Facility, followed by permanent financing through asset level financing or issuance of debt or equity securities. Our remaining cash needs are typically met by cash flows from operations, which are primarily driven by the rental income received from our leased properties, interest income earned on loans receivable and interest income on our cash balances.
Debt Capital Structure
As of December 31, 2017, we had an approximately $3.7 billion principal balance outstanding consisting of $2.6 billion of non-recourse mortgage indebtedness, $747.5 million of unsecured Convertible Notes, $300.0 million of Senior Unsecured Notes, and $112.0 million under our unsecured Revolving Credit Facility. We have additional borrowing capacity of $688.0 million under the Revolving Credit Facility and $420.0 million under our Term Loan. The Revolving Credit Facility and Term Loan provide for financial flexibility to help fund future acquisitions and for general corporate

49


purposes. Our non-recourse mortgage indebtedness is comprised of $332.6 million of fixed-rate CMBS and $2.2 billion in securitized net-lease mortgage notes under our Spirit Master Funding Program. Approximately $2.1 billion of our outstanding principal indebtedness is fully or partially amortizing, providing for an ongoing reduction in principal prior to maturity. Prior to January 1, 2021, contractual amortization payments are scheduled to reduce our outstanding principal amount of indebtedness by $134.9 million and balloon payments of $1.1 billion are due at maturity under a number of different loans. Included in these balloon payments is $64.3 million for the acceleration of principal payable, including $13.2 million of capitalized interest, following an event of default under 6 separate CMBS loans.
Interest Costs
As of December 31, 2017, the weighted average stated interest rate on our fixed rate debt under our CMBS and Master Trust Notes, excluding the amortization of deferred financing costs and debt discounts, was approximately 5.1%. The weighted average stated rate as of December 31, 2017 of our unsecured Convertible Notes and Unsecured Senior Notes were 3.28% and 4.45%, respectively. Our fixed-rate debt structure provides us with a stable and predictable cash requirement related to our debt service. The stated rate of our unsecured variable-rate Term Loan as of December 31, 2017 was 2.44%. We amortize on a non-cash basis the deferred financing costs and debt discounts/premiums associated with our fixed-rate debt to interest expense using the effective interest rate method over the terms of the related notes. For the year ended December 31, 2017, non-cash interest expense recognized on our debt totaled $23.5 million. Any changes to our debt structure, including borrowings under our Revolving Credit Facility, Term Loan or debt financing associated with property acquisitions, could materially influence our operating results depending on the terms of any such indebtedness. A significant amount of our debt provides for scheduled principal payments. As principal is repaid, our interest expense decreases. Changing interest rates will increase or decrease the interest expense we incur on unhedged variable interest rate debt and may impact our ability to refinance maturing debt.
Critical Accounting Policies and Estimates
Our accounting policies are determined in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, the collectability of receivables and asset impairment analysis. Set forth below are the more critical accounting policies that require management judgment and estimates in the preparation of our consolidated financial statements. See Notes 2 and 9 to the consolidated financial statements for further details.
REAL ESTATE INVESTMENTS
Purchase Accounting and Acquisition of Real Estate; Lease Intangibles
We use a number of sources to estimate fair value of real estate acquisitions, including building age, building location, building condition, rent comparables from similar properties, and terms of in-place leases, if any. Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. In-place lease intangibles are valued based on our estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. We then allocate the purchase price (including acquisition and closing costs) to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, we allocate the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and our estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.
Impairment
We review our real estate investments and related lease intangibles quarterly for indicators of impairment, which include the asset being held for sale, tenant bankruptcy, leases expiring in less than 12 months and property vacancy. For assets with indicators of impairment, we then evaluate if its carrying value exceeds its estimated undiscounted cash flows, in which case the asset is considered impaired. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.

50


Impairment is then calculated as the amount by which the carrying value exceeds the estimated fair value. The fair values are estimated by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent; recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate.
Allowance for Doubtful Accounts
We review our rent receivables for collectability on a regular basis, taking into consideration factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. If the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a write-off of the specific receivable will be made. Uncollected accounts receivable are written off against the allowance when all possible means of collection have been exhausted. For deferred rental revenues related to the straight-line method of reporting rental revenue, we establish a provision for losses based on our estimate of uncollectible receivables and our assessment of the risks inherent in our portfolio, giving consideration to historical experience and industry default rates for long-term receivables.
INCOME TAXES
REIT Status
We elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT commencing with such taxable year, and we intend to continue operating in such a manner. To maintain our REIT status, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate level federal income tax on the earnings distributed to our stockholders that we derive from our REIT qualifying activities. We are still subject to state and local income and franchise taxes and to federal income and excise tax on our undistributed income. If we fail to qualify as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. Unless entitled to relief under specific statutory provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.
TRS
We have elected, together with certain of our subsidiaries, to treat such subsidiaries as our TRS for federal income tax purposes. A taxable REIT subsidiary generally may provide both customary and non-customary services to tenants of its parent REIT and engage in other activities that the parent REIT may not engage in directly without adversely affecting its qualification as a REIT. Currently, our TRS do not provide any services to our tenants or conduct other material activities. However, one or more TRS of ours may in the future provide services to certain of our tenants. We may form additional taxable REIT subsidiaries in the future and we may contribute some or all of our interests in certain wholly-owned subsidiaries or their assets to a TRS of ours. Any income earned by our TRS will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax and state and local income tax (where applicable), as a regular C corporation, the income earned by our TRS generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. Historically, we have not actively pursued or engaged in material activities that would require the use of our TRS.
SHARE-BASED COMPENSATION
Awards granted under our Amended Incentive Award Plan may require service-based vesting over a period of years subsequent to the grant date and resulting equity-based compensation expense, measured at the fair value of the award on the date of grant, will be recognized as an expense in our consolidated financial statements over the vesting period. Grant date fair value is estimated using the Monte Carlo simulation model, which incorporates stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods.

51


Results of Operations
Comparison of the Years Ended December 31, 2017 and 2016
The following discussion includes the results of our continuing operations as summarized in the table below:
 
Years Ended December 31,
(In Thousands)
2017
 
2016
 
 Change
 
 % Change
Revenues:
 
 
 
 
 
 
 
Rentals
$
639,017

 
$
648,363

 
$
(9,346
)
 
(1.4
)%
Interest income on loans receivable
3,791

 
5,253

 
(1,462
)
 
(27.8
)%
Earned income from direct financing leases
2,078

 
2,742

 
(664
)
 
(24.2
)%
Tenant reimbursement income
16,747

 
14,125

 
2,622

 
18.6
 %
Other income
7,322

 
15,491

 
(8,169
)
 
(52.7
)%
Total revenues
668,955

 
685,974

 
(17,019
)
 
(2.5
)%
Expenses:
 
 
 
 
 
 
 
General and administrative
62,064

 
52,615

 
9,449

 
18.0
 %
Restructuring charges

 
6,341

 
(6,341
)
 
(100.0
)%
Transaction costs
6,361

 

 
6,361

 
100.0
 %
Property costs (including reimbursable)
36,617

 
30,839

 
5,778

 
18.7
 %
Real estate acquisition costs
1,356

 
3,229

 
(1,873
)
 
(58.0
)%
Interest
190,127

 
196,586

 
(6,459
)
 
(3.3
)%
Depreciation and amortization
256,019

 
262,276

 
(6,257
)
 
(2.4
)%
Impairment
102,330

 
88,275

 
14,055

 
15.9
 %
Total expenses
654,874

 
640,161

 
14,713

 
2.3
 %
Income from continuing operations before other (expense) income and income tax expense
14,081

 
45,813

 
(31,732
)
 
(69.3
)%
Other (expense) income:
 
 
 
 
 
 
 
(Loss) gain on debt extinguishment
(1,645
)
 
233

 
(1,878
)
 
NM

Total other (expense) income
(1,645
)
 
233

 
(1,878
)
 
NM

Income from continuing operations before income tax expense
12,436

 
46,046

 
(33,610
)
 
(73.0
)%
Income tax expense
(394
)
 
(965
)
 
571

 
59.2
 %
Income from continuing operations
$
12,042

 
$
45,081

 
$
(33,039
)
 
73.3
 %
 
 
 
 
 
 
 
 
Gain on disposition of assets
$
65,106

 
$
52,365

 
$
12,741

 
24.3
 %
NM - Percentages over 100% are not displayed.
REVENUES
Rentals
For the year ended December 31, 2017, approximately 95.5% of our total revenues were generated from long-term leases of our owned properties. Our contractual rental revenues between periods decreased by 0.9% as we were a moderate disposer of income producing real estate during the year ended December 31, 2017. We acquired 39 properties with a real estate investment value of $323.0 million during the year ended December 31, 2017. This increase was offset by the sale of 192 properties during the same period for gross sales of $551.2 million, of which 87 were income producing properties for gross sales of $397.5 million. Additionally, we had tenant credit losses in the first quarter of 2017, where the majority of the increase in our nonperforming properties were in the convenience store and movie theater industries.
During both the years ended December 31, 2017 and 2016, non-cash rentals were $30.6 million, representing approximately 4.8% and 4.7%, respectively, of total rental revenue from continuing operations.

52


Interest income on loans receivable
While financed properties increased from 74 at December 31, 2016 to 88 at December 31, 2017, resulting in an increase of 20.1% in the related mortgage loans receivable balances for the comparative period, interest income on loans receivable decreased as a result of a timing of the change in financed properties. We held 144 financed properties at the beginning of 2016, of which 66 were paid off in mid-2016. Additionally, all 16 properties financed in 2017 were originated in the last four months of 2017.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income
The year-over-year decrease in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans for the year ended December 31, 2016, and no comparable transaction for the year ended December 31, 2017. Additionally, lease termination fees collected for the year ended December 31, 2017 were $5.0 million, compared to $7.3 million for the year ended December 31, 2016.
EXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to $11.1 million in severance related costs, comprised of $4.2 million of cash compensation and $6.9 million of non-cash compensation, recorded in the year ended December 31, 2017 following the departure of our chief executive officer and an increase of $4.3 million in bad debt expense recorded year-over-year. The change in bad debt expense increased primarily as a result of certain entertainment, sporting goods and restaurant - casual dining properties for which the straight-line rent has been determined to be uncollectible for the year ended December 31, 2017, offset by a decrease in bad debt expenses related to convenience store properties of $1.1 million year-over-year. Finally, the period-over-period increase in general and administrative expenses was partially offset by the $1.7 million loss recognized in the comparable prior period related to termination fees on an interest rate swap.
Property costs
The increase in property costs is primarily due to an increase in non-reimbursable property taxes on operating properties of $2.4 million and an increase in reimbursable property taxes of $3.1 million. The increase in non-reimbursable property taxes on operating properties resulted from an increase in tenant credit issues year-over-year. Tenant reimbursable property costs for the year ended December 31, 2017 were $21.4 million, an increase from $18.0 million in 2016.
Transaction costs
On August 3, 2017, we announced a proposed Spin-Off of almost all of our interests in our properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT. Transaction costs associated with the Spin-Off for the year ended December 31, 2017 totaled $6.4 million.
Interest
The decrease in interest expense is primarily due to the extinguishment of $238.5 million of mortgage debt with a weighted average interest rate of 5.5% during the year ended December 31, 2017. This was partially offset by an increase in interest due to increased average borrowings year-over-year under our Revolving Credit Facility and Term Loan, as well as interest on our Senior Unsecured Notes, which were issued in August 2016.

53


The following table summarizes our interest expense on related borrowings:
 
Years Ended December 31,
(In Thousands)
2017
 
2016
Interest expense – Revolving Credit Facilities (1)
$
7,957

 
$
3,314

Interest expense – Term Loan
9,793

 
5,218

Interest expense – mortgages and notes payable
111,049

 
143,233

Interest expense – Convertible Notes
24,509

 
24,509

Interest expense – Unsecured Senior Notes
13,351

 
4,932

Non-cash interest expense:
 
 
 
Amortization of deferred financing costs
9,896

 
9,070

Amortization of net losses related to interest rate swaps

 
93

Amortization of debt discount/(premium), net
13,572

 
6,217

Total interest expense
$
190,127

 
$
196,586

(1) Includes non-utilization fees of approximately $2.1 million and $2.0 million for the years ended December 31, 2017 and 2016, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. We were a net disposer during the year ended December 31, 2017 (based on depreciable real estate assets), which was the primary driver in the decrease year-over-year. During the year ended December 31, 2017, we acquired 39 properties with a depreciable basis of $323.0 million, while we sold 192 properties with a real estate investment value of $536.0 million. Our depreciable real estate balance was further reduced due to impairment charges recorded in 2017 on properties that remain in our portfolio. Finally, properties held for sale are no longer depreciated and there were more properties being held for sale this year than last year. The following table summarizes our depreciation and amortization expense:
 
Years Ended December 31,
(In Thousands)
2017
 
2016
Depreciation of real estate assets
$
212,112

 
$
215,443

Other depreciation
563

 
475

Amortization of lease intangibles
43,344

 
46,358

Total depreciation and amortization
$
256,019

 
$
262,276

Impairment
Impairment charges for the year ended December 31, 2017 were $102.3 million. These charges included $24.8 million on properties held for sale, including $15.0 million on vacant held for sale properties and $6.4 million on four education properties held for sale. $77.2 million of impairment was recorded on properties held and used, including $55.9 million on vacant properties held and used, $10.0 million on eight underperforming properties within the drug store/pharmacy and consumer electronics industries, and $4.2 million on an underperforming property within the general merchandise industry. $0.3 million of impairment charges related to unrecoverable amounts from mortgage loans receivable.
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million on 28 properties that were held for sale, including $10.6 million on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry.
(Loss) gain on debt extinguishment
During the year ended December 31, 2017, we extinguished $238.5 million of mortgage debt and recognized a loss on debt extinguishment of $1.6 million. The loss was primarily attributable to the $1.6 million pre-payment premium

54


paid in conjunction with our voluntary pre-payment of the full outstanding balance of Master Trust 2014 Series 2014-1 Class A1 note of $43.1 million in November 2017. During the same period in 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the properties collateralizing these loans to third parties, offset by losses from the prepayment and defeasance fees on 408 properties.
Gain on disposition of assets
During the year ended December 31, 2017, we disposed of 192 properties and recorded gains totaling $65.1 million. Included in these amounts are a $16.2 million gain on the sales of 12 Shopko properties, a $9.5 million gain on the sales of 29 restaurant - casual dining and quick service properties, a $8.9 million gain on the sales of six grocery properties, a $7.9 million gain on the sale of a distribution property, a $7.8 million gain on the sales of 11 drug store/pharmacy properties, and a $7.6 million gain on the sales of five building materials properties. These gains were partially offset by a $6.9 million loss on the sales of 105 vacant properties during the year ended December 31, 2017.
During 2016, we disposed of 213 properties and recorded gains totaling $52.4 million. Included in these amounts are a $12.7 million gain for the sales of 14 Shopko properties, a $10.3 million gain for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry.

55


Results of Operations
Comparison of the Years Ended December 31, 2016 and 2015
The following discussion includes the results of our continuing operations as summarized in the table below:
 
Years Ended December 31,
(In Thousands)
2016
 
2015
 
 Change
 
 % Change
Revenues:
 
 
 
 
 
 
 
Rentals
$
648,363

 
$
634,151

 
$
14,212

 
2.2
 %
Interest income on loans receivable
5,253

 
6,948

 
(1,695
)
 
(24.4
)%
Earned income from direct financing leases
2,742

 
3,024

 
(282
)
 
(9.3
)%
Tenant reimbursement income
14,125

 
15,952

 
(1,827
)
 
(11.5
)%
Other income
15,491

 
7,260

 
8,231

 
NM

Total revenues
685,974

 
667,335

 
18,639

 
2.8
 %
Expenses:
 
 
 
 
 
 
 
General and administrative
52,615

 
47,730

 
4,885

 
10.2
 %
Restructuring charges
6,341

 
7,056

 
(715
)
 
(10.1
)%
Property costs (including reimbursable)
30,839

 
27,715

 
3,124

 
11.3
 %
Real estate acquisition costs
3,229

 
2,739

 
490

 
17.9
 %
Interest
196,586

 
222,901

 
(26,315
)
 
(11.8
)%
Depreciation and amortization
262,276

 
260,633

 
1,643

 
0.6
 %
Impairment
88,275

 
70,695

 
17,580

 
24.9
 %
Total expenses
640,161

 
639,469

 
692

 
0.1
 %
Income from continuing operations before other income (expense) and income tax expense
45,813

 
27,866

 
17,947

 
64.4
 %
Other income (expense):
 
 
 
 
 
 
 
Gain (loss) on debt extinguishment
233

 
(3,162
)
 
3,395

 
NM

Total other income (expense)
233

 
(3,162
)
 
3,395

 
NM

Income from continuing operations before income tax expense
46,046

 
24,704

 
21,342

 
NM

Income tax expense
(965
)
 
(601
)
 
(364
)
 
(60.6
)%
Income from continuing operations
$
45,081

 
$
24,103

 
$
20,978

 
(87.0
)%
 
 
 
 
 
 
 
 
Gain on disposition of assets
$
52,365

 
$
68,421

 
$
(16,056
)
 
23.5
 %
NM - Percentages over 100% are not displayed.
REVENUES
For the year ended December 31, 2016, approximately 94.9% of our total revenues were generated from long-term leases of our owned properties. The year-over-year increase of 2.8% in total revenue was due primarily to an increase in base rental revenue resulting from real estate acquisitions subsequent to December 31, 2015, as well as recognition of other non-tenant income income and lease termination fees, both of which are recorded in other income.
Rentals
The year-over-year increase in rental revenue was primarily attributable to the acquisition of 269 properties with a gross investment in real estate of $704.9 million during the year ended December 31, 2016. This increase was partially offset by the sale of 213 properties during the same period having a real estate investment value of $598.7 million. During the year ended December 31, 2016 and 2015, non-cash rentals were $30.6 million and $23.4 million, respectively, representing approximately 4.7% and 3.7% of total rental revenue from continuing operations, respectively. Contractual rent escalations subsequent to December 31, 2015 also contributed to the increase.

56


As of December 31, 2016, 98.2% of our owned properties were occupied (based on number of properties). The majority of our nonperforming properties were in the convenience store and restaurants-casual dining industries. As of December 31, 2016 and 2015, respectively, 46 and 36 of our properties were vacant and not generating rent, representing approximately 1.8% and 1.4% of our owned properties. Of the 46 vacant properties, 10 were held for sale as of December 31, 2016.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income
The year-over-year increase in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans receivable and $7.2 million in lease termination fees received from Haggen and three other properties for the year ended December 31, 2016. Comparatively, for the year ended December 31, 2015, there was only $5.8 million in lease termination fees related to three tenants.
EXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to a $4.0 million increase in professional fees and office expenses, $2.0 million of bad debt expense recorded in relation to 34 convenience store properties for which the rent has been determined to be uncollectible and a $1.7 million charge for the termination of our interest rate swaps. Higher professional fees and office expenses include legal, consulting and temporary services attributable to our relocation to Dallas, Texas. These increases were partially offset by a decrease in compensation and related benefits of $3.9 million related to the forfeiture of previously recognized non-cash compensation following the departure of an executive officer in the current period.
Restructuring charges
During the quarter ended December 31, 2015, we made the strategic decision to relocate the Company's headquarters from Scottsdale, Arizona to Dallas, Texas. As a result, during the year ended December 31, 2015, the Company incurred $7.1 million of restructuring charges. Comprising the majority of this amount were estimated employee separation costs, which were based on the anticipated separation date of June 30, 2016 and recognized on the date the employee elected to separate in December 2015. Employee separation costs primarily consist of severance payments, retention bonuses and pro-rated 2016 annual bonuses. Costs associated with employees electing to relocate to Dallas were recognized as the liability was incurred. These costs include a transition bonus and reimbursements for certain relocation costs, including home sale costs, lease breakage penalties, moving costs and a miscellaneous allowance. Other restructuring charges, including placement fees and third-party consulting fees, were also recognized when incurred. As such, during the year ended December 31, 2016, we incurred $6.3 million in restructuring charges related to our relocation. Of this amount, $4.9 million related to professional fees, consulting services, employee severance costs, lease termination expense of our prior headquarters, while the balance was for employee relocation costs and other restructuring charges.
Property costs
For the year ended December 31, 2016, property costs were $30.8 million (including $14.1 million of tenant reimbursables) compared to $27.7 million (including $16.0 million of tenant reimbursables) for the same period in 2015. The increase was driven primarily by an increase in non-reimbursable property taxes on non-operating properties of $3.5 million, as well as increased costs to the Company due to the increased number of vacant properties.
Interest
Year-over-year decrease in interest expense is primarily due to the extinguishment of $883.0 million of mortgage debt with a weighted average interest rate of 6.01% during the year ended December 31, 2016. This decrease was partially offset by an increase in interest from our Term Loan, which was entered into during November 2015, and the issuance of our Senior Unsecured Notes in August 2016.

57


The following table summarizes our interest expense on related borrowings from continuing operations:
 
Years Ended December 31,
(In Thousands)
2016
 
2015
Interest expense – Revolving Credit Facilities (1)
$
3,314

 
$
2,698

Interest expense – Term Loan
5,218

 
888

Interest expense – mortgages and notes payable
143,233

 
184,439

Interest expense – Convertible Notes
24,509

 
24,509

Interest expense – Unsecured Senior Notes
4,932

 

Non-cash interest expense:
 
 
 
Amortization of deferred financing costs
9,070

 
7,937

Amortization of net losses related to interest rate swaps
93

 
108

Amortization of debt discount/(premium), net
6,217

 
2,322

Total interest expense
$
196,586

 
$
222,901

(1) Includes non-utilization fees of approximately $2.0 million and $1.6 million for the years ended December 31, 2016 and 2015, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. The year-over-year increase is primarily due to the acquisition of 269 properties, representing a gross investment in real estate of $704.9 million, during the year ended December 31, 2016. The increase was partially offset by dispositions of 213 properties during 2016 with a real estate investment value of $598.7 million. Our net acquisitions during the year were partially offset by a reduction in our real estate investment value due to impairment charges recorded in 2016 on properties that remain in our portfolio and a higher real estate value of properties held for sale compared to 2015. Properties held for sale are no longer depreciated.
The following table summarizes our depreciation and amortization expense from continuing operations:
 
Years Ended December 31,
(In Thousands)
2016
 
2015
Depreciation of real estate assets
$
215,443

 
$
210,395

Other depreciation
475

 
375

Amortization of lease intangibles
46,358

 
49,863

Total depreciation and amortization
$
262,276

 
$
260,633

Impairments
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million of impairment on 28 properties that were held for sale, including $10.6 million of impairment on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry. During the year ended December 31, 2015, we incurred impairment losses of $55.4 million from 22 vacant or underperforming properties within the education, restaurant-casual dining and sporting goods industries. In addition, 29 properties held for sale during the period incurred impairment losses of $15.0 million. The balance of the impairment loss included an allowance for loan loss on an unsecured note.

58


The following summarizes our impairment loss from continuing operations:
 
Years Ended December 31,
(In Thousands)
2016
 
2015
Real estate and intangible asset impairment
$
80,390

 
$
68,531

Write-off of lease intangibles due to lease terminations, net
7,683

 
1,666

Loans receivable impairment
176

 
324

Total impairments from real estate investment net assets
88,249

 
70,521

Other impairment
26

 
174

Total impairment loss
$
88,275

 
$
70,695

Gain (loss) on debt extinguishment
During the year ended December 31, 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the properties collateralizing these loans to third parties, offset by losses from the prepayment and defeasance fees on 408 properties. During the same period in 2015, we retired $536.6 million in high interest rate CMBS debt with a weighted average interest rate of 5.73%.
Gain on disposition of assets
During the year ended December 31, 2016, we disposed of 213 properties and recorded gains totaling $52.4 million from continuing operations. Included in these amounts are the sales of 14 Shopko properties for a $12.7 million gain, $10.3 million for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry. During 2015, we disposed of 110 properties and recorded gains totaling $68.4 million from continuing operations. These gains are primarily attributable to a $58.7 million gain from the sale of 34 Shopko properties. Additionally, we sold or disposed of 76 other properties, including 31 vacant properties and 5 multi-tenant properties.
Liquidity and Capital Resources
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, including financing of acquisitions, distributions to stockholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities and borrowings under the Revolving Credit Facility and Term Loan. Our Revolving Credit Facility and Term Loan increase our capacity to fund acquisitions, while continuing to meet our short-term working capital requirements. As of December 31, 2017, $688.0 million of borrowing capacity was available under the Revolving Credit Facility and $420.0 million was available under the Term Loan.
In November, 2016, the Board of Directors approved a new $500.0 million ATM Program and the Company terminated it's existing program. As of December 31, 2017, no shares had been sold under the new ATM Program.
In February 2016, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to repurchase up to $200.0 million of its common stock. During the year ended December 31, 2017, 26,337,295 shares of the Company's outstanding common stock were repurchased in open market transactions under this stock repurchase program, at a weighted average price of $7.59 per share, equivalent to the full $200.0 million authorized. Fees associated with the share repurchase of $0.5 million are included in retained earnings.
In August, 2017, our Board of Directors approved a new stock repurchase program, which authorizes us to purchase up to $250.0 million of our common stock in the open market or through private transactions from time to time over the next 18 months. Purchase activity will be dependent on various factors, including our capital position, operating results, funds generated by asset sales, dividends that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate us to repurchase any specific number of shares and may be suspended at any time at our discretion. We intend to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance

59


sheet and other sources. As of December 31, 2017, the Company had repurchased 9,502,670 shares of its outstanding common stock under this new stock repurchase program.
In October, 2017, the Company completed an underwritten public offering of 6,900,000 shares of 6.00% Series A Cumulative Redeemable Preferred Stock, including 900,000 shares sold pursuant to the underwriter's option to purchase additional shares. Gross proceeds raised were approximately $172.5 million; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were initially used to reduce outstanding debt and for general operating purposes of the Company.
Long-term Liquidity and Capital Resources
We plan to meet our long-term capital needs, including long-term financing of property acquisitions, by issuing registered debt or equity securities, obtaining asset level financing and occasionally by issuing fixed rate secured or unsecured notes and bonds. We may continue to issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our Revolving Credit Facility, Term Loan or other indebtedness. In the future, some of our property acquisitions could be made by issuing partnership interests of our Operating Partnership in exchange for property owned by third parties. These partnership interests would be exchangeable for cash or, at our election, shares of our common stock.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot assure you that we will have access to the capital markets at times and on terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions and the payment of tenant improvements, operating expenses, including debt service payments on any outstanding indebtedness, and distributions to our stockholders.
Description of Certain Debt
Spirit Master Funding Program
The Spirit Master Funding Program is an asset-backed securitization platform in which we raise capital through the issuance of non-recourse net lease mortgage notes collateralized by commercial real estate, net leases and mortgage loans. The Spirit Master Funding Program allows us to issue notes that are secured by the assets of the special purpose entity note issuers that are pledged to the indenture trustee for the benefit of the noteholders and managed by the Operating Partnership as property manager. These Collateral Pools consist primarily of commercial real estate properties, the issuers’ rights in the leases of such properties and commercial mortgage loans secured by commercial real estate properties. In general, monthly rental and mortgage receipts with respect to the leases and mortgage loans are deposited with the indenture trustee who will first utilize these funds to satisfy the debt service requirements on the notes and any fees and costs associated with the administration of the Spirit Master Funding Program including property and asset management fees payable to Spirit. The remaining funds are remitted to the issuers monthly on the note payment date.
In addition, upon satisfaction of certain conditions, the issuers may, from time to time, sell or exchange real estate properties or mortgage loans from the Collateral Pools. Proceeds from the sale of assets within the Collateral Pools are held on deposit by the indenture trustee until a qualifying substitution is made or the amounts are distributed as an early repayment of principal. At December 31, 2017, $85.7 million was held on deposit and classified as restricted cash within deferred costs and other assets, net in our consolidated balance sheet included in this Annual Report on Form 10-K.
The Spirit Master Funding Program consists of two separate securitization trusts that have one or multiple bankruptcy-remote, special purpose entities as issuers of the Master Trust 2013 and Master Trust 2014 notes. Each issuer is an indirect wholly-owned subsidiary of ours. All outstanding series of Master Trust Notes were rated A+ by S&P as of December 31, 2017.
Master Trust 2013
In December 2013, an indirect wholly-owned subsidiary of ours issued $330.0 million aggregate principal amount of net-lease mortgage notes comprised of $125.0 million of 3.89% interest-only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.


60


Master Trust 2014
In May 2014, we completed our Exchange Offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued Master Trust 2014 notes. The terms of the new notes remain generally similar to the old notes including the interest rate and anticipated final repayment dates; however, the new notes generally amortize more slowly than the old notes and have a legal final payment date that is 17 years later than the old notes (although the anticipated repayment date remains the same). The revisions to Master Trust 2014, in connection with the issuance of the new notes, generally provide the Operating Partnership more administrative flexibility as property manager and special servicer.
In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of ours, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest-only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest-only through November 2017) expected to be repaid in January 2030.
At the time of issuance, the Class A notes represented approximately 70% of the collateral appraised value and are currently rated A+ by S&P. The Class B notes are subordinate to the Class A notes as to principal repayment, represent approximately 5% of the collateral value, and are currently rated BBB by S&P.
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36%, Class A, amortizing notes and $132.0 million of 6.35%, Class B, interest-only notes, each class of Notes have an anticipated repayment date in December 2022 and a legal final payment date in December 2047. (Refer to Note 17. Subsequent Events, regarding repricing of the Class B Notes). The Operating Partnership retained $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. In conjunction with the issuance, the Company pre-paid Series 2014-1 Class A1 of the 2014 notes.
The Master Trust Notes are summarized below:
 
Stated
Rates
(1)
 
Remaining Term
 
December 31,
2017
 
December 31,
2016
 
 
 
(in Years)
 
(in Thousands)
Series 2014-1 Class A1
%
 
0.0
 
$

 
$
53,919

Series 2014-1 Class A2
5.4
%
 
2.5
 
252,437

 
253,300

Series 2014-2
5.8
%
 
3.2
 
222,683

 
226,283

Series 2014-3
5.7
%
 
4.2
 
311,336

 
311,820

Series 2014-4 Class A1
3.5
%
 
2.1
 
150,000

 
150,000

Series 2017-1 Class A (2)
4.4
%
 
5.0
 
515,280

 

Series 2017-1 Class B (2)
6.4
%
 
5.0
 
125,400

 

Series 2014-4 Class A2
4.6
%
 
12.1
 
358,664

 
360,000

Total Master Trust 2014 notes
5.0
%
 
5.4
 
1,935,800

 
1,355,322

Series 2013-1 Class A
3.9
%
 
1.0
 
125,000

 
125,000

Series 2013-2 Class A
5.3
%
 
6.0
 
187,704

 
192,384

Total Master Trust 2013 notes
4.7
%
 
4.0
 
312,704

 
317,384

Total Master Trust Notes
 
 
 
 
2,248,504

 
1,672,706

Debt discount, net
 
 
 
 
(36,188
)
 
(18,787
)
Deferred financing costs, net
 
 
 
 
(24,010
)
 
(16,376
)
Total Master Trust Notes, net
 
 
 
 
$
2,188,306

 
$
1,637,543

(1) Represents the individual series stated interest rate as of December 31, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2017.
(2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes, which eliminate in consolidation, to satisfy its regulatory risk retention obligations.

61



As of December 31, 2017, the Master Trust 2014 notes were secured by 815 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2017, the Master Trust 2013 notes were secured by 296 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.
Convertible Notes
The Convertible Notes are comprised of two series of notes with an aggregate principal amount of $747.5 million at both December 31, 2017 and December 31, 2016. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes, aggregate principal amount $402.5 million, accrue interest at 2.875% and are scheduled to mature on May 15, 2019. The 2021 Notes, aggregate principal amount $345.0 million, accrue interest at 3.75% and are scheduled to mature on May 15, 2021. As of December 31, 2017, the carrying amount of the Convertible Notes was $715.9 million, which is net of discounts (for the value of the embedded conversion feature) and unamortized deferred financing costs.
Holders may convert notes of either series prior to November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, only under the following circumstances: (1) if the closing price of our common stock for each of at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes of the applicable series at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.
The initial conversion rate for the Convertible Notes is 76.3636 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $13.10 per share of common stock). The conversion rate for each series of the Convertible Notes is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. As of December 31, 2017, the conversion rate was 77.3144 per $1,000 principal note. If we undergo a fundamental change (as defined in the Convertible Notes supplemental indentures), holders may require us to repurchase all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.
Revolving Credit Facility
On March 31, 2015, the Company entered into the Credit Agreement, among the Operating Partnership as borrower and the Company as guarantor, that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a 50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending

62


on the Corporation's credit rating. As of December 31, 2017, the Revolving Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). As of December 31, 2017, there were no subsidiaries that met this requirement.
As of December 31, 2017, $112.0 million in borrowings were outstanding and $688.0 million of borrowing capacity was available under the Revolving Credit Facility. Amounts available for borrowing under the Revolving Credit Facility remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates, to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties, to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition to these covenants, the Credit Agreement also includes other customary affirmative and negative covenants, such as (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on any national securities exchange; and (v) material modifications to organizational documents.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these covenants.
Term Loan
On November 3, 2015, we entered into a Term Loan Agreement among the Operating Partnership as borrower, the Corporation as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at our option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. In December 2015, upon obtaining additional lender commitments, we increased the term facility from $325.0 million to $370.0 million. On December 19, 2016, we increased the term facility from $370.0 million to $420.0 million.
The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's election. In each case, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings will bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of December 31, 2017, the Term Loan bore interest at LIBOR plus 1.35% based on our credit rating.

63


The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Amounts prepaid may be subsequently re-borrowed within 30 days. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Operating Partnership and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As of December 31, 2017, the Term Loan provided $420.0 million of borrowing capacity. Amounts available for borrowing under the Term Loan remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition, the Term Loan Agreement includes other customary affirmative and negative covenants, including (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on a national securities exchange; and (v) material modifications to organizational documents. The ability to borrow under the Term Loan Agreement is subject to continued compliance with all of the covenants described above.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  

64


In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.60:1.00;
Minimum unencumbered asset coverage ratio (defined as total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles, to consolidated total unsecured indebtedness) of 1.50:1:00;
Maximum secured indebtedness leverage ratio (defined as consolidated total secured indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.40:1.00; and
Minimum fixed charge coverage ratio (defined as consolidated income available for debt service, to the annual service charge) of 1.50:1.0.
In addition, the Senior Unsecured Notes Agreement includes other customary affirmative and negative covenants, including (i) maintenance of status as a REIT; (ii) payment of all taxes, assessments and governmental charges levied on the REIT; (iii) reporting on financial information; and (iv) maintenance of properties and property insurance.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
CMBS
We may use long-term, fixed-rate debt to finance our properties. In such events, we generally seek to use asset level financing that bears annual interest less than the annual rent on the related lease(s) and that matures prior to the expiration of such lease(s). In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity, and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants.
As of December 31, 2017, we had 12 loans with approximately $332.6 million of outstanding principal balances under our fixed rate CMBS loans, with a weighted average contractual interest rate of 5.81% and a weighted average maturity of 4.6 years. Approximately one-third of this debt is partially amortizing and requires a balloon payment at maturity. These balances include six separate fixed-rate CMBS loans that are in default due to the underperformance of the eight properties that secure them. As of December 31, 2017, the aggregate principal balance under the defaulted CMBS loans was $64.3 million, including $13.2 million of default interest added to principal, and is discussed further below. Excluding these six loans, the outstanding principal obligations under our CMBS fixed-rate loans as of December 31, 2017 was $268.3 million.
The table below shows the outstanding principal obligations, including amortization, of these CMBS fixed rate loans as of December 31, 2017 and the year in which the loans mature (dollars in thousands). The information displayed in the table excludes amounts and interest rates related to the defaulted loans and the eight properties securing them.
Year of Maturity
Number of Loans
 
Number of Properties
 
Stated Interest Rate Range
 
Weighted Average Stated Rate
 
Scheduled Principal
 
Balloon
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2018

 

 
0
 
%
 
$
3,692

 
$

 
$
3,692

2019

 

 
 

 
3,905

 

 
3,905

2020

 

 
 

 
4,100

 

 
4,100

2021

 

 
 

 
4,365

 

 
4,365

2022
1

 
12

 
4.67%
 
4.67

 
4,617

 
42,400

 
47,017

Thereafter
5

 
88

 
5.23%-6.00%
 
5.48

 
7,276

 
197,980

 
205,256

Total
6

 
100

 
 
 
5.35
%
 
$
27,955

 
$
240,380

 
$
268,335



65


CMBS Liquidity Matters
As of December 31, 2017, we are in default on six separate CMBS loans due to the underperformance of the properties securing these loans. The wholly-owned special purpose entities subject to these mortgage loans are separate legal entities and the sole owner of their assets and responsible for their liabilities. The aggregate outstanding principal balance of these loans, including capitalized interest, totaled $64.3 million. We believe the value of these properties is less than the related debt. As a result, we have notified the lenders of each special purpose entity that we anticipate either surrendering these properties to the lenders or selling them in certain instances in exchange for relieving the indebtedness, including any accrued interest and accrued or unpaid property expenses, encumbering them.
The following table provides key elements of the defaulted mortgage loans (dollars in thousands):
Industry
Properties
 
Net Book Value
 
Monthly Base Rent
 
Pre-Default Outstanding Principal
 
Capitalized Interest (1)
 
Total Debt Outstanding
 
Restricted Cash (2)
 
Stated Rate
 
Default Rate
 
Accrued Interest (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Manufacturing
2
 
$
3,618

 
$
16

 
$
5,460

 
$
11,354

 
$
16,814

 
$

 
5.85
%
 
9.85
%
 
$
143

Sporting Goods
1
 
3,070

 

 
6,321

 
429

 
6,750

 
453

 
5.62

 
10.62

 
80

Consumer Electronics
1
 
3,021

 

 
8,592

 
592

 
9,184

 
286

 
5.87

 
9.87

 
62

Multi-Tenant Retail
1
 
12,580

 
95

 
17,250

 
398

 
17,648

 
575

 
5.53

 
7.53

 
78

Sporting Goods
2
 
3,457

 

 
9,625

 
310

 
9,935

 

 
4.39

 
9.39

 
78

Sporting Goods
1
 
2,010

 

 
3,853

 
128

 
3,981

 
169

 
4.65

 
9.65

 
33


8
 
$
27,756

 
$
111

 
$
51,101

 
$
13,211

 
$
64,312

 
$
1,483

 
5.44
%
 
9.21
%
 
$
474

(1) Interest capitalized to principal that remains unpaid.
(2) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance.
Debt Maturities
Future principal payments due on our various types of debt outstanding as of December 31, 2017 (in thousands):
 
Total
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving Credit Facility
112,000

 

 
112,000

 

 

 

 

Master Trust Notes
2,248,504

 
163,185

 
40,230

 
410,713

 
237,790

 
969,020

 
427,566

CMBS - fixed-rate (1)
332,647

 
68,004

 
3,905

 
4,100

 
4,365

 
47,017

 
205,256

Convertible Notes
747,500

 

 
402,500

 

 
345,000

 

 

Unsecured Senior Notes
300,000

 

 

 

 

 

 
300,000

 
$
3,740,651

 
$
231,189

 
$
558,635

 
$
414,813

 
$
587,155

 
$
1,016,037

 
$
932,822

(1) The CMBS - fixed-rate payment balance in 2018 includes $64.3 million, including $13.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 6 separate CMBS loans with stated maturities in 2018.

66


Contractual Obligations
The following table provides information with respect to our commitments as well as potential acquisitions under contract as of December 31, 2017, the table does not reflect available debt extensions (in thousands):
 
 
Payment due by period
 
 
 
 
 
 
 
 
 
 
More than
 
 
 
 
Less than 1
 
1-3 years
 
3-5 years
 
5 years
Contractual Obligations
 
Total
 
Year (2018)
 
(2019-2020)
 
(2021-2022)
 
(after 2022)
 
 
 
 
 
 
 
 
 
 
 
Debt - Principal
 
$
3,740,651

 
$
231,189

 
$
973,448

 
$
1,603,192

 
$
932,822

Debt - Interest (1) (3)
 
795,950

 
170,252

 
288,219

 
192,452

 
145,027

Acquisitions Under Contract (2)
 
29,281

 
29,281

 

 

 

Capital Improvements
 
34,128

 
30,203

 
2,525

 
1,400

 

Operating Lease Obligations
 
43,842

 
3,157

 
6,356

 
6,312

 
28,017

Total
 
$
4,643,852

 
$
464,082

 
$
1,270,548

 
$
1,803,356

 
$
1,105,866

(1) Excludes interest on defaulted mortgage loans.
(2) Contracts contain standard cancellation clauses contingent on results of due diligence.
(3) Debt - Interest has been calculated based on outstanding balances as of December 31, 2017 through their respective maturity dates and excludes unamortized non-cash deferred financing costs of $39.6 million, unamortized debt discount of $61.4 million and any interest due on defaulted mortgage loans, including $0.5 million accrued as of December 31, 2017.
Distribution Policy
Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally classified as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.
We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gain) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).
We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.
Any distributions will be at the sole discretion of our Board of Directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our Board of Directors deems relevant.

67


Cash Flows
Comparison of Years Ended December 31, 2017 and 2016
The following table presents a summary of our cash flows for the years ended December 31, 2017 and 2016 (in thousands):
 
Years Ended
 
December 31,
 
2017
 
2016
 
Change
Net cash provided by operating activities
$
386,393

 
$
361,409

 
$
24,984

Net cash provided by (used in) investing activities
82,942

 
(117,251
)
 
200,193

Net cash used in financing activities
(470,596
)
 
(255,889
)
 
(214,707
)
Net (decrease) increase in cash and cash equivalents
$
(1,261
)
 
$
(11,731
)
 
$
10,470

As of December 31, 2017, we had $8.8 million of unrestricted cash and cash equivalents as compared to $10.1 million as of December 31, 2016.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The increase in net cash provided by operating activities was primarily attributable to a decrease in costs associated with debt extinguishment of $22.9 million due to a lower volume of mortgage debt being extinguished, a decrease in cash paid for interest of $18.4 million related to the lower level of outstanding mortgage debt, and reduced restructuring charge payments of $11.3 million as restructuring activities were finalized in 2016, offset by a decrease in cash revenue of $19.1 million and increases in property costs of $5.8 million related to reimbursable and non-reimbursable property taxes, and G&A costs of $3.6 million.
The decrease in revenue was primarily attributable to the disposition of 192 properties, representing a gross investment in real estate during the year ended December 31, 2017 of $510.9 million, partially offset by the acquisition of 39 properties, during the same period, with a real estate investment value totaling $323.0 million.
Investing Activities
Cash provided by (used in) investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash provided by investing activities during 2017 included cash proceeds of $472.5 million from the disposition of 192 properties, offset by $279.9 million to fund the acquisition of 39 properties and capitalized real estate expenditures of $46.1 million and the transfer of sales proceeds to restricted cash accounts of $71.3 million . Net cash provided by investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $12.8 million and the investment in notes receivable of $5.0 million.
During the same period in 2016, net cash used in investing activities included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
Financing Activities
Generally, our net cash used in financing activities is impacted by our common and preferred stock offerings and activity, including repurchases of our common stock under our Stock Repurchase Program, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.

68


Net cash used in financing activities during 2017 was primarily attributable to the repayment of the $420.0 million Term Loan, the payment of dividends to common and preferred equity owners of $341.7 million, the repurchase of 35,839,965 shares of the Company's outstanding common stock for $286.6 million and repayments of $221.3 million in mortgages and notes payable, offset by the issuance of 6.9 million shares of Class A Preferred Stock for net proceeds of $166.2 million, and debt issuances under our Spirit Master Funding Program of $618.6 million.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Comparison of Years Ended December 31, 2016 and 2015
The following table presents a summary of our cash flows for the years ended December 31, 2016 and 2015 (in thousands):
 
Years Ended
 
December 31,
 
2016
 
2015
 
Change
Net cash provided by operating activities
$
361,409

 
$
371,986

 
$
(10,577
)
Net cash used in investing activities
(117,251
)
 
(385,696
)
 
268,445

Net cash provided by financing activities
(255,889
)
 
(140,681
)
 
(115,208
)
Net increase (decrease) in cash and cash equivalents
$
(11,731
)
 
$
(154,391
)
 
$
142,660

As of December 31, 2016, we had $10.1 million of cash and cash equivalents as compared to $21.8 million as of December 31, 2015.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The decrease in net cash provided by operating activities was primarily attributable to an increase in debt extinguishment costs of $18.1 million, restructuring charge payments of $10.2 million, G&A costs of $6.9 million, payments to terminate interest rate swap agreements of $1.7 million and net changes in operating assets and liabilities of $7.2 million, partially offset by an increase in cash revenue of $12.9 million and a decrease in cash paid for interest of $27.4 million.
The increase in revenue was primarily attributable to the acquisition of 269 properties, representing a gross investment in real estate during the year ended December 31, 2016 totaling $704.9 million partially offset by the disposition of 213 properties during the same period with a real estate investment value of $598.7 million.
Investing Activities
Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash used in investing activities during 2016 included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
During the same period in 2015, net cash used in investing activities included $876.0 million to fund the acquisition of 232 properties and capitalized real estate expenditures of $10.3 million partially offset by cash proceeds of $496.6 million from the disposition of 110 properties. Net cash used in investing activities also included investment in loans

69


receivable of $4.0 million, partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.8 million.
Financing Activities
Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Net cash used in financing activities during 2015 was primarily attributable to the repayment of our indebtedness of $512.5 million, the payment of dividends to equity owners of $292.3 million, both of which were paid primarily through sources from our operating cash flows, and net repayments under our Revolving Credit Facilities of $15.2 million. These amounts were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, especially interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, our exposure to rising property operating costs due to inflation is mitigated.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, which are beyond our control. Our operating results depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our Revolving Credit Facility and Term Loan. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.
In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable, however, have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.
The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities. As of December 31, 2017, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of December 31, 2017, $3.6 billion of our indebtedness was fixed-rate, consisting of our Master Trust Notes, fixed-rate CMBS loans, Senior Unsecured Notes and Convertible Notes, with a weighted average stated interest rate of 4.67%, excluding amortization of deferred financing costs and debt discounts/premiums. As of December 31, 2017, $112.0 million of our indebtedness was variable-rate, consisting of our Revolving Credit Facility, with a weighted average stated interest rate of 2.74%, excluding amortization of deferred financing

70


costs and debt discounts/premiums. If one-month LIBOR as of December 31, 2017 increased by 12.5 basis points, or 0.125%, the resulting increase in annual interest expense with respect to the $112.0 million outstanding under the variable-rate obligations would impact our future earnings and cash flows by $140.0 thousand.
The estimated fair values of our debt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads. The debt instrument balances as of December 31, 2017 are as follows (in thousands):
 
Carrying
Value
 
Estimated
Fair Value
 
 
 
 
Revolving Credit Facility
$
112,000

 
$
111,997

Term Loan, net (1)

 

Senior Unsecured Notes, net (1)
295,321

 
299,049

Mortgages and notes payable, net (1)
2,516,478

 
2,657,599

Convertible Notes, net (1)
715,881

 
761,440

(1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.

71


Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplemental Data
 
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets of Spirit Realty Capital, Inc. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets of Spirit Realty, L.P. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Partners' Capital of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements


72



Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Spirit Realty Capital, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements of the Company and our report dated February 22, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Dallas, Texas
February 22, 2018

73



Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty Capital, Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Dallas, Texas
February 22, 2018


74



Report of Independent Registered Public Accounting Firm
To the Partners of Spirit Realty, L.P. and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty, L.P. (the Operating Partnership) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2016.
Dallas, Texas
February 22, 2018






75



SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)

 
December 31,
2017
 
December 31,
2016
Assets



Investments:



Real estate investments:



Land and improvements
$
2,588,930


$
2,704,010

Buildings and improvements
4,692,377


4,775,221

Total real estate investments
7,281,307


7,479,231

Less: accumulated depreciation
(1,075,643
)

(940,005
)

6,205,664


6,539,226

Loans receivable, net
79,967


66,578

Intangible lease assets, net
409,903


470,276

Real estate assets under direct financing leases, net
24,865


36,005

Real estate assets held for sale, net
48,929


160,570

Net investments
6,769,328


7,272,655

Cash and cash equivalents
8,798


10,059

Deferred costs and other assets, net
231,045


140,917

Goodwill
254,340


254,340

Total assets
$
7,263,511


$
7,677,971





Liabilities and stockholders’ equity



Liabilities:



Revolving Credit Facility
$
112,000


$
86,000

Term Loan, net


418,471

Senior Unsecured Notes, net
295,321

 
295,112

Mortgages and notes payable, net
2,516,478


2,162,403

Convertible Notes, net
715,881


702,642

Total debt, net
3,639,680


3,664,628

Intangible lease liabilities, net
155,303


182,320

Accounts payable, accrued expenses and other liabilities
148,919


148,915

Total liabilities
3,943,902


3,995,863

Commitments and contingencies (see Note 8)





Stockholders’ equity:



Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares and no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively, liquidation preference of $25.00 per share
166,193

 

Common stock, $0.01 par value, 750,000,000 shares authorized: 448,868,269 shares and 483,624,120 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively
4,489


4,836

Capital in excess of common stock par value
5,193,631


5,177,086

Accumulated deficit
(2,044,704
)

(1,499,814
)
Total stockholders’ equity
3,319,609


3,682,108

Total liabilities and stockholders’ equity
$
7,263,511


$
7,677,971

See accompanying notes.

76


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)



 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
Revenues:
 
 
 
 
 
 
Rentals
 
$
639,017

 
$
648,363

 
$
634,151

Interest income on loans receivable
 
3,791

 
5,253

 
6,948

Earned income from direct financing leases
 
2,078

 
2,742

 
3,024

Tenant reimbursement income
 
16,747

 
14,125

 
15,952

Other income
 
7,322

 
15,491

 
7,260

Total revenues
 
668,955

 
685,974

 
667,335

Expenses:
 
 
 
 
 
 
General and administrative
 
62,064

 
52,615

 
47,730

Restructuring charges
 

 
6,341

 
7,056

Transaction costs
 
6,361

 

 

Property costs (including reimbursable)
 
36,617

 
30,839

 
27,715

Real estate acquisition costs
 
1,356

 
3,229

 
2,739

Interest
 
190,127

 
196,586

 
222,901

Depreciation and amortization
 
256,019

 
262,276

 
260,633

Impairments
 
102,330

 
88,275

 
70,695

Total expenses
 
654,874

 
640,161

 
639,469

Income from continuing operations before other (expense) income and income tax expense
 
14,081

 
45,813

 
27,866

Other (expense) income:
 
 
 
 
 
 
(Loss) gain on debt extinguishment
 
(1,645
)
 
233

 
(3,162
)
Total other (expense) income
 
(1,645
)
 
233

 
(3,162
)
Income from continuing operations before income tax expense
 
12,436

 
46,046

 
24,704

Income tax expense
 
(394
)
 
(965
)
 
(601
)
Income from continuing operations
 
12,042

 
45,081

 
24,103

Discontinued operations:
 
 
 
 
 
 
Income from discontinued operations
 

 

 
98

Gain on disposition of assets
 

 

 
590

Income from discontinued operations
 

 

 
688

Income before gain on disposition of assets
 
12,042

 
45,081

 
24,791

Gain on disposition of assets
 
65,106

 
52,365

 
68,421

Net Income
 
77,148

 
97,446

 
93,212

Dividends paid to preferred stockholders
 
(2,530
)
 

 

Net income attributable to common stockholders
 
$
74,618

 
$
97,446

 
$
93,212

 
 
 
 
 
 
 
Net income per share attributable to common stockholders—basic
 
$
0.16

 
$
0.21

 
$
0.21

 
 
 
 
 
 
 
Net income per share attributable to common stockholders—diluted
 
$
0.16

 
$
0.21

 
$
0.21

Weighted average shares of common stock outstanding:
 
 
 
 
 
 
Basic
 
467,934,945

 
469,217,776

 
432,222,953

Diluted
 
467,942,788

 
469,246,265

 
432,545,625

See accompanying notes.

77


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Comprehensive Income
(In Thousands)

 
Years Ended December 31,
 
2017
 
2016
 
2015
Net income attributable to common stockholders
$
74,618

 
$
97,446

 
$
93,212

Other comprehensive income:
 
 
 
 
 
Change in net unrealized losses on cash flow hedges

 
(1,137
)
 
(1,190
)
Net cash flow hedge losses reclassified to operations

 
2,165

 
1,245

Total comprehensive income
$
74,618

 
$
98,474

 
$
93,267

See accompanying notes.


78


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Data)

 
 
Preferred Stock
 
Common Stock
 
Accumulated
Deficit
 
 
 
Total
Stockholders’
Equity
 
 
Shares
 
Par 
Value and Capital in Excess of Par Value
 
Shares
 
Par 
Value
 
Capital in
Excess of
Par Value
 
 
AOCL
 
Balances, December 31, 2014
 

 
$

 
411,350,440

 
$
4,113

 
$
4,361,320

 
$
(1,052,688
)
 
$
(1,083
)
 
$
3,311,662

Net income
 

 

 

 

 

 
93,212

 

 
93,212

Other comprehensive income
 

 

 

 

 

 

 
55

 
55

Dividends declared on common stock
 

 

 

 

 

 
(298,531
)
 

 
(298,531
)
Tax withholdings related to net stock settlements
 

 

 
(426,158
)
 
(4
)
 

 
(4,268
)
 

 
(4,272
)
Issuance of shares of common stock, net
 

 

 
29,610,100

 
296

 
346,915

 

 

 
347,211

Exercise of stock options
 

 

 
5,000

 

 
46

 

 

 
46

Stock-based compensation, net
 

 

 
1,280,582

 
13

 
13,042

 
(564
)
 

 
12,491

Balances, December 31, 2015
 

 
$

 
441,819,964

 
$
4,418

 
$
4,721,323

 
$
(1,262,839
)
 
$
(1,028
)
 
$
3,461,874

Net income
 

 

 

 

 

 
97,446

 

 
97,446

Other comprehensive income
 

 

 

 

 

 

 
1,028

 
1,028

Dividends declared on common stock
 

 

 

 

 

 
(333,180
)
 

 
(333,180
)
Tax withholdings related to net stock settlements
 

 

 
(72,835
)
 
(1
)
 

 
(752
)
 

 
(753
)
Issuance of shares of common stock, net
 

 

 
40,835,360

 
408

 
446,205

 

 

 
446,613

Stock-based compensation, net
 

 

 
1,041,631

 
11

 
9,558

 
(489
)
 

 
9,080

Balances, December 31, 2016
 

 
$

 
483,624,120

 
$
4,836

 
$
5,177,086

 
$
(1,499,814
)
 
$

 
$
3,682,108

Net income
 

 

 

 

 

 
77,148

 

 
77,148

Dividends declared on preferred stock
 

 

 

 

 

 
(2,530
)
 

 
(2,530
)
Net income available to common stockholders
 

 

 

 

 

 
74,618

 

 
74,618

Issuance of preferred stock
 
6,900,000

 
166,193

 

 

 

 

 

 
166,193

Dividends declared on common stock
 

 

 

 

 

 
(332,402
)
 

 
(332,402
)
Tax withholdings related to net stock settlements
 

 

 
(440,312
)
 
(4
)
 

 
(3,538
)
 

 
(3,542
)
Repurchase of common shares
 

 

 
(35,839,965
)
 
(358
)
 

 
(282,731
)
 

 
(283,089
)
Stock-based compensation, net
 

 

 
1,524,426

 
15

 
16,545

 
(837
)
 

 
15,723

Balances, December 31, 2017
 
6,900,000

 
$
166,193

 
448,868,269

 
$
4,489

 
$
5,193,631

 
$
(2,044,704
)
 
$

 
$
3,319,609

See accompanying notes.

79

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
Operating activities
 
 
 
 
 
 
Net Income
 
$
77,148

 
$
97,446

 
$
93,212

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
256,019

 
262,276

 
260,633

Impairments
 
102,330

 
88,275

 
70,729

Amortization of deferred financing costs
 
9,896

 
9,070

 
7,937

Payments to terminate interest rate swap
 

 
(1,724
)
 

Derivative net settlements, amortization and terminations
 

 
1,811

 
(132
)
Amortization of debt discounts
 
13,572

 
6,217

 
2,322

Stock-based compensation expense
 
16,560

 
9,570

 
13,321

Loss (gain) on debt extinguishment
 
1,645

 
(233
)
 
3,162

Debt extinguishment costs
 
(3,305
)
 
(26,219
)
 
(8,112
)
Gains on dispositions of real estate and other assets
 
(65,106
)
 
(52,365
)
 
(69,011
)
Non-cash revenue
 
(28,439
)
 
(26,333
)
 
(20,930
)
Bad debt expense and other
 
5,913

 
(594
)
 
151

Changes in operating assets and liabilities:
 
 
 
 
 
 
Deferred costs and other assets, net
 
(1,418
)
 
(6,561
)
 
(604
)
Accounts payable, accrued expenses and other liabilities
 
1,578

 
6,308

 
13,382

Accrued restructuring charges
 

 
(5,535
)
 
5,926

Net cash provided by operating activities
 
386,393

 
361,409

 
371,986

Investing activities
 
 
 
 
 
 
Acquisitions of real estate
 
(279,934
)
 
(655,835
)
 
(875,983
)
Capitalized real estate expenditures
 
(46,100
)
 
(27,078
)
 
(10,269
)
Investments in loans receivable
 
(4,995
)
 
(5,073
)
 
(4,020
)
Collections of principal on loans receivable and real estate assets under direct financing leases
 
12,769

 
8,410

 
6,822

Proceeds from dispositions of real estate and other assets
 
472,496

 
524,776

 
496,646

Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges
 

 
39,869

 
(39,869
)
Transfers of net sales proceeds (to) from Master Trust Release
 
(71,294
)
 
(2,320
)
 
40,977

Net cash provided by (used in) investing activities
 
82,942

 
(117,251
)
 
(385,696
)

80

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
Financing activities
 
 
 
 
 
 
Borrowings under Revolving Credit Facilities
 
940,200

 
1,080,000

 
798,000

Repayments under Revolving Credit Facilities
 
(914,200
)
 
(994,000
)
 
(813,181
)
Borrowings under mortgages and notes payable
 
618,603

 

 

Repayments under mortgages and notes payable
 
(221,310
)
 
(863,836
)
 
(512,486
)
Borrowings under Term Loan
 

 
796,000

 
325,000

Repayments under Term Loan
 
(420,000
)
 
(701,000
)
 

Borrowings under Senior Unsecured Notes
 

 
298,134

 

Deferred financing costs
 
(8,255
)
 
(4,352
)
 
(6,150
)
Proceeds from issuance of common stock, net of offering costs
 

 
446,613

 
347,211

Proceeds from issuance of preferred stock, net of offering costs
 
166,193

 

 

Repurchase of shares of common stock
 
(286,631
)
 
(753
)
 
(4,272
)
Proceeds from exercise of stock options
 

 

 
46

Preferred stock dividends paid
 
(2,530
)
 

 

Common stock dividends paid
 
(339,174
)
 
(323,640
)
 
(292,262
)
Transfers (from) to reserve/escrow deposits with lenders, net
 
(3,492
)
 
10,945

 
17,413

Net cash used in financing activities
 
(470,596
)
 
(255,889
)
 
(140,681
)
Net decrease in cash and cash equivalents
 
(1,261
)
 
(11,731
)
 
(154,391
)
Cash and cash equivalents, beginning of year
 
10,059

 
21,790

 
176,181

Cash and cash equivalents, end of year
 
$
8,798

 
$
10,059

 
$
21,790

See accompanying notes.

81



SPIRIT REALTY, L.P.
Consolidated Balance Sheets
(In Thousands, Except Unit and Per Unit Data)

 
December 31,
2017
 
December 31,
2016
Assets
 
 
 
Investments:
 
 
 
Real estate investments:
 
 
 
Land and improvements
$
2,588,930

 
$
2,704,010

Buildings and improvements
4,692,377

 
4,775,221

Total real estate investments
7,281,307

 
7,479,231

Less: accumulated depreciation
(1,075,643
)
 
(940,005
)
 
6,205,664

 
6,539,226

Loans receivable, net
79,967

 
66,578

Intangible lease assets, net
409,903

 
470,276

Real estate assets under direct financing leases, net
24,865

 
36,005

Real estate assets held for sale, net
48,929

 
160,570

Net investments
6,769,328

 
7,272,655

Cash and cash equivalents
8,798

 
10,059

Deferred costs and other assets, net
231,045

 
140,917

Goodwill
254,340

 
254,340

Total assets
$
7,263,511

 
$
7,677,971

Liabilities and stockholders’ equity
 
 
 
Liabilities:
 
 
 
Revolving Credit Facility
$
112,000

 
$
86,000

Term Loan, net

 
418,471

Senior Unsecured Notes, net
295,321

 
295,112

Mortgages and notes payable, net
2,516,478

 
2,162,403

Notes payable to Spirit Realty Capital, Inc., net
715,881

 
702,642

Total debt, net
3,639,680

 
3,664,628

Intangible lease liabilities, net
155,303

 
182,320

Accounts payable, accrued expenses and other liabilities
148,919

 
148,915

Total liabilities
3,943,902

 
3,995,863

Commitments and contingencies (see Note 8)


 


Partners' Capital
 
 
 
Partnership units
 
 
 
General partner's common capital, 3,988,218 units issued and outstanding as of both December 31, 2017 and December 31, 2016
24,426

 
26,586

Limited partners' preferred capital: 6,900,000 and no units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively
166,193

 

Limited partners' common capital, 444,880,051 and 479,635,902 units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively
3,128,990

 
3,655,522

Total partners' capital
3,319,609

 
3,682,108

Total liabilities and partners' capital
$
7,263,511

 
$
7,677,971

See accompanying notes.

82


SPIRIT REALTY, L.P.
Consolidated Statements of Operations
(In Thousands, Except Unit and Per Unit Data)
 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
Revenues:
 
 
 
 
 
 
Rentals
 
$
639,017

 
$
648,363

 
$
634,151

Interest income on loans receivable
 
3,791

 
5,253

 
6,948

Earned income from direct financing leases
 
2,078

 
2,742

 
3,024

Tenant reimbursement income
 
16,747

 
14,125

 
15,952

Other income
 
7,322

 
15,491

 
7,260

Total revenues
 
668,955

 
685,974

 
667,335

Expenses:
 
 
 
 
 
 
General and administrative
 
62,064

 
52,615

 
47,730

Restructuring charges
 

 
6,341

 
7,056

Transaction costs
 
6,361

 

 

Property costs (including reimbursable)
 
36,617

 
30,839

 
27,715

Real estate acquisition costs
 
1,356

 
3,229

 
2,739

Interest
 
190,127

 
196,586

 
222,901

Depreciation and amortization
 
256,019

 
262,276

 
260,633

Impairments
 
102,330

 
88,275

 
70,695

Total expenses
 
654,874

 
640,161

 
639,469

Income from continuing operations before other (expense) income and income tax expense
 
14,081

 
45,813

 
27,866

Other (expense) income:
 
 
 
 
 
 
(Loss) gain on debt extinguishment
 
(1,645
)
 
233

 
(3,162
)
Total other (expense) income
 
(1,645
)
 
233

 
(3,162
)
Income from continuing operations before income tax expense
 
12,436

 
46,046

 
24,704

Income tax expense
 
(394
)
 
(965
)
 
(601
)
Income from continuing operations
 
12,042

 
45,081

 
24,103

Discontinued operations:
 
 
 
 
 
 
Income from discontinued operations
 

 

 
98

Gain on disposition of assets
 

 

 
590

Income from discontinued operations
 

 

 
688

Income before gain on disposition of assets
 
12,042

 
45,081

 
24,791

Gain on disposition of assets
 
65,106

 
52,365

 
68,421

Net income
 
$
77,148

 
$
97,446

 
$
93,212

Preferred distributions
 
(2,530
)
 

 

Net income after preferred distributions
 
74,618

 
97,446

 
93,212

 
 
 
 
 
 
 
Net income attributable to general partners
 
657

 
825

 
855

Net income attributable to limited partners
 
76,491

 
96,621

 
92,357

 
 
 
 
 
 
 
Net income per common partnership unit - basic
 
$
0.16

 
$
0.21

 
$
0.21

 
 
 
 
 
 
 
Net income per common partnership unit —diluted
 
$
0.16

 
$
0.21

 
$
0.21

Weighted average common partnership units outstanding:
 
 
 
 
 
 
Basic
 
467,934,945

 
469,217,776

 
432,222,953

Diluted
 
467,942,788

 
469,246,265

 
432,545,625

See accompanying notes.

83


SPIRIT REALTY, L.P.
Consolidated Statements of Comprehensive Income
(In Thousands)

 
Years Ended December 31,
 
2017
 
2016
 
2015
Net income
$
77,148

 
$
97,446

 
$
93,212

Other comprehensive income:
 
 
 
 
 
Change in net unrealized losses on cash flow hedges

 
(1,137
)
 
(1,190
)
Net cash flow hedge losses reclassified to operations

 
2,165

 
1,245

Total comprehensive income
$
77,148

 
$
98,474

 
$
93,267

See accompanying notes.


84


SPIRIT REALTY, L.P.
Consolidated Statements of Partners' Capital
(In Thousands, Except Unit Data)
 
Preferred Units
 
Common Units
 
Total Partnership Capital
 
 
Limited Partners' Capital (2)
 
General Partner's Capital (1)
 
Limited Partners' Capital (2)
 
 
 
Units
 
Amount
 
Units
 
Amount
 
Units
 
Amount
 
Balances, December 31, 2014
 

 
$

 
3,988,218

 
$
30,456

 
407,362,222

 
$
3,281,206

 
$
3,311,662

Net income
 

 

 

 
855

 

 
92,357

 
93,212

Other comprehensive income
 

 

 

 
1

 

 
54

 
55

Partnership distributions declared
 

 

 

 
(2,738
)
 

 
(295,793
)
 
(298,531
)
Tax withholdings related to net settlement of partnership units
 

 

 

 

 
(426,158
)
 
(4,272
)
 
(4,272
)
Issuance of partnership units, net
 

 

 

 

 
29,610,100

 
347,211

 
347,211

Exercise of partnership units
 

 

 

 

 
5,000

 
46

 
46

Stock-based compensation, net
 

 

 

 

 
1,280,582

 
12,491

 
12,491

Balances, December 31, 2015
 

 
$

 
3,988,218

 
$
28,574

 
437,831,746

 
$
3,433,300

 
$
3,461,874

Net income
 

 

 

 
825

 

 
96,621

 
97,446

Other comprehensive income
 

 

 

 
9

 

 
1,019

 
1,028

Partnership distributions declared
 

 

 

 
(2,822
)
 

 
(330,358
)
 
(333,180
)
Tax withholdings related to net settlement of partnership units
 

 

 

 

 
(72,835
)
 
(753
)
 
(753
)
Issuance of partnership units, net
 

 

 

 

 
40,835,360

 
446,613

 
446,613

Stock-based compensation, net
 

 

 

 

 
1,041,631

 
9,080

 
9,080

Balances, December 31, 2016
 

 
$

 
3,988,218

 
$
26,586

 
479,635,902

 
$
3,655,522

 
$
3,682,108

Net income
 

 

 

 
$
657

 

 
$
76,491

 
$
77,148

Partnership distributions declared on preferred units
 

 

 

 

 

 
(2,530
)
 
(2,530
)
Net income after preferred distributions
 
 
 

 
 
 
657

 

 
73,961

 
74,618

Issuance of preferred partnership units
 
6,900,000

 
166,193

 

 

 

 

 
166,193

Partnership distributions declared on common units
 

 

 

 
(2,817
)
 

 
(329,585
)
 
(332,402
)
Tax withholdings related to net partnership unit settlements
 

 

 

 

 
(440,312
)
 
(3,542
)
 
(3,542
)
Repurchase of partnership units
 

 

 

 

 
(35,839,965
)
 
(283,089
)
 
(283,089
)
Stock-based compensation
 

 

 

 

 
1,524,426

 
15,723

 
15,723

Balances, December 31, 2017
 
6,900,000

 
$
166,193

 
3,988,218

 
$
24,426

 
444,880,051

 
$
3,128,990

 
$
3,319,609

(1) Consists of general partnership interests held by Spirit General OP Holdings, LLC.
(2) Consists of limited partnership interests held by Spirit Realty Capital, Inc. and Spirit Notes Partner, LLC.
See accompanying notes.

85




SPIRIT REALTY, L.P.
Consolidated Statements of Cash Flows
(In Thousands)

 
Years Ended December 31,
 
2017
 
2016
 
2015
Operating activities
 
 
 
 
 
Net Income
$
77,148

 
$
97,446

 
$
93,212

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
256,019

 
262,276

 
260,633

Impairments
102,330

 
88,275

 
70,729

Amortization of deferred financing costs
9,896

 
9,070

 
7,937

Payments to terminate interest rate swap

 
(1,724
)
 

Derivative net settlements, amortization and terminations

 
1,811

 
(132
)
Amortization of debt discounts
13,572

 
6,217

 
2,322

Stock-based compensation expense
16,560

 
9,570

 
13,321

Loss (gain) on debt extinguishment
1,645

 
(233
)
 
3,162

Debt extinguishment costs
(3,305
)
 
(26,219
)
 
(8,112
)
Gains on dispositions of real estate and other assets
(65,106
)
 
(52,365
)
 
(69,011
)
Non-cash revenue
(28,439
)
 
(26,333
)
 
(20,930
)
Bad debt expense and other
5,913

 
(594
)
 
151

Changes in operating assets and liabilities:
 
 
 
 
 
Deferred costs and other assets, net
(1,418
)
 
(6,561
)
 
(604
)
Accounts payable, accrued expenses and other liabilities
1,578

 
6,308

 
13,382

Accrued restructuring charges

 
(5,535
)
 
5,926

Net cash provided by operating activities
386,393

 
361,409

 
371,986

Investing activities
 
 
 
 
 
Acquisitions of real estate
(279,934
)
 
(655,835
)
 
(875,983
)
Capitalized real estate expenditures
(46,100
)
 
(27,078
)
 
(10,269
)
Investments in loans receivable
(4,995
)
 
(5,073
)
 
(4,020
)
Collections of principal on loans receivable and real estate assets under direct financing leases
12,769

 
8,410

 
6,822

Proceeds from dispositions of real estate and other assets
472,496

 
524,776

 
496,646

Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges

 
39,869

 
(39,869
)
Transfers of net sales proceeds (to) from Master Trust Release
(71,294
)
 
(2,320
)
 
40,977

Net cash provided by (used in) investing activities
82,942

 
(117,251
)
 
(385,696
)

86


 
Years Ended December 31,
 
2017
 
2016
 
2015
Financing activities


 


 


Borrowings under Revolving Credit Facilities
940,200

 
1,080,000

 
798,000

Repayments under Revolving Credit Facilities
(914,200
)
 
(994,000
)
 
(813,181
)
Borrowings under mortgages and notes payable
618,603

 

 

Repayments under mortgages and notes payable
(221,310
)
 
(863,836
)
 
(512,486
)
Borrowings under Term Loan

 
796,000

 
325,000

Repayments under Term Loan
(420,000
)
 
(701,000
)
 

Borrowings under Senior Unsecured Notes

 
298,134

 

Deferred financing costs
(8,255
)
 
(4,352
)
 
(6,150
)
Proceeds from issuance of common stock, net of offering costs

 
446,613

 
347,211

Proceeds from issuance of preferred stock, net of offering costs
166,193

 

 

Repurchase of partnership units
(286,631
)
 
(753
)
 
(4,272
)
Proceeds from exercise of partnership units

 

 
46

Preferred distributions paid
(2,530
)
 

 

Common distributions paid
(339,174
)
 
(323,640
)
 
(292,262
)
Transfers (from) to reserve/escrow deposits with lenders, net
(3,492
)
 
10,945

 
17,413

Net cash used in financing activities
(470,596
)
 
(255,889
)
 
(140,681
)
Net decrease in cash and cash equivalents
(1,261
)
 
(11,731
)
 
(154,391
)
Cash and cash equivalents, beginning of year
10,059

 
21,790

 
176,181

Cash and cash equivalents, end of year
$
8,798

 
$
10,059

 
$
21,790



87


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements
December 31, 2017


Note 1. Organization
Organization and Operations
Spirit Realty Capital, Inc. (the "Corporation" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.The Company began operations through a predecessor legal entity in 2003.
The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC ("OP Holdings"), one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. The Corporation and a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are the only limited partners and together own the remaining 99% of the Operating Partnership.
On August 3, 2017, the Company announced a proposed Spin-Off of almost all of its interests in properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Transaction costs associated with the spin off for the year ended December 31, 2017 totaled $6.4 million, and are included within transaction costs on the accompanying consolidated statements of operations.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared on the accrual basis of accounting, in accordance with GAAP. The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity.
The Company has formed numerous special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. As of December 31, 2017 and 2016, net assets totaling $2.78 billion and $2.95 billion, respectively, were held, and net liabilities totaling $2.63 billion and $2.26 billion, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Segment Reporting
The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments.
Real Estate Investments
Carrying Value of Real Estate Investments
The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildings and improvements and from 5 to 20 years for land improvements. Portfolio assets classified as “held for sale” are not depreciated. Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs.
Purchase Accounting and Acquisition of Real Estate
When acquiring a property, the purchase price (including acquisition and closing costs) is allocated to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, the purchase price of real estate is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. In making estimates of fair values for this purpose, a number of sources are used, including independent appraisals and information obtained about each property as a result of pre-acquisition due diligence and marketing and leasing activities.
Lease Intangibles
Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimate of costs related to acquiring a tenant and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. If the Company believes it is likely a lease will terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’s consolidated statements of operations.
Investment in Direct Financing Leases
For real estate property leases classified as direct financing leases, the building portion of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed annually, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2017 and 2016. The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed. Any write-down of an estimated residual value is recognized as an impairment loss in the current period and earned

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were no impairment losses on direct financing leases during the years ended December 31, 2017 and 2016. There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015.
Impairment
The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.
Revenue Recognition
The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur. Tenant receivables are carried net of the allowances for uncollectible amounts.
The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one-year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 2 times CPI over a specified period, (b) a fixed percentage, or (c) a fixed schedule. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.
Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.
The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.
Lease termination fees are included in other income on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $5.0 million, $7.3 million and $5.8 million during the years ended December 31, 2017, 2016 and 2015, respectively.

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Goodwill
Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did not record any impairment on its existing goodwill for the years ended December 31, 2017, 2016 and 2015.
Prior to the Company's adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017 on a prospective basis, when the Company disposed of a real estate asset that constituted a business under GAAP, a portion of goodwill was allocated to the carrying value of the real estate asset considered to be a business to determine the gain or loss on the disposal. The portion of goodwill allocated was derived from the proportionate fair value of the business to the fair value of the Company’s reporting unit. Goodwill related to real estate assets not previously classified as held for sale of $6.3 million and $12.7 million was written off during the years ended December 31, 2016 and 2015, respectively. Under the new guidance, the dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale.
The following table presents a reconciliation of the Company’s goodwill from January 1, 2015 to December 31, 2017 (in thousands):
 
Consolidated
Balance as of December 31, 2014
$
285,848

Goodwill allocated to dispositions of a business
(21,498
)
Balance as of December 31, 2015
264,350

Goodwill allocated to dispositions of a business
(10,010
)
Balance as of December 31, 2016
254,340

Goodwill allocated to dispositions of a business

Balance as of December 31, 2017
$
254,340

Allowance for Doubtful Accounts
The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area in which the tenant operates. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company provided for reserves for uncollectible amounts totaling $12.4 million and $6.4 million at December 31, 2017 and 2016, respectively, against accounts receivable balances of $27.2 million and $25.3 million, respectively. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted.
For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience. The Company established a reserve for losses of $1.8 million and $7.7 million at December 31, 2017 and 2016, respectively, against deferred rental revenue receivables of $81.6 million and $71.1 million, respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets.
Loans Receivable
Loans receivable consists of mortgage loans, net of premium, and notes receivables. Interest on loans receivable is recognized using the effective interest rate method.

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Impairment and Allowance for Loan Losses
The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. As of December 31, 2017, there was an allowance for loan losses on loans receivable of $0.4 million and a $0.5 million allowance for loan losses as of December 31, 2016.
A loan is placed on non-accrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on non-accrual status, interest income is recognized only when received. Five mortgage loans were on non-accrual status with a balance of $1.5 million as of December 31, 2017, compared to none as of December 31, 2016. No notes receivable were on non-accrual status as of December 31, 2017, compared to one note receivable on non-accrual status with a balance of $0.5 million as of December 31, 2016.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term instruments.
Restricted Cash and Escrow Deposits
Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying consolidated balance sheets consisted of the following (in thousands):
 
December 31, 2017
 
December 31, 2016
Collateral deposits (1)
$
1,751

 
$
2,044

Tenant improvements, repairs, and leasing commissions (2)
8,257

 
9,739

Master Trust Release (3)
85,703

 
14,412

Liquidity reserve (4)
5,503

 

Other (5)
4,695

 
644

 
$
105,909

 
$
26,839

(1) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. Balance changes are reflected in investing activities within the consolidated statements of cash flows.
(4) Liquidity reserve cash was placed on deposit in conjunction with issuance of additional series of notes under Master Trust 2014 in December 2017 and is held until there is a cashflow shortfall as defined in the Master Trust 2014 agreements or a liquidation of Master Trust 2014 occurs. Additionally, the liquidity reserve can be released upon achieving certain performance criteria. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. Balance changes are reflected in operating activities within the consolidated statements of cash flows.

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Accounting for Derivative Financial Instruments and Hedging Activities
The Company utilizes derivative instruments such as interest rate swaps and caps for purposes of hedging exposures to fluctuations in interest rates associated with certain of its financing transactions. At the inception of a hedge transaction, the Company enters into a contractual arrangement with the hedge counterparty and formally documents the relationship between the derivative instrument and the financing transaction being hedged, as well as its risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter, a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future.
The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in AOCL within stockholders’ equity and partners' capital. Changes in fair value reported in other comprehensive income (loss) are reclassified to operations in the period in which operations are affected by the underlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense (see Note 5).
Income Taxes
The Company has elected to be taxed as a REIT under the Code. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income from non-REIT activities managed through any of the Company’s taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material.
The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership.
Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations.
Earnings Per Share and Unit
The Company’s unvested restricted common stock, which contains non-forfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share and unit. Under the two class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Amended Incentive Award Plan and the related restricted stock awards (see Note 13), losses are not allocated to participating securities including undistributed losses as a result of dividends declared exceeding net income. The Company uses income or loss from continuing operations as the basis for determining whether potential common shares are dilutive or anti-dilutive and undistributed net income or loss as the basis for determining whether undistributed earnings are allocable to participating securities.

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Unaudited Interim Information
The consolidated quarterly financial data in Note 16 is unaudited. In the opinion of management, this financial information reflects all adjustments necessary for a fair presentation of the respective interim periods. All such adjustments are of a normal recurring nature.
New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers and is effective for annual reporting periods beginning after December 15, 2017, with early application permitted for annual reporting periods beginning after December 15, 2016. The Company plans to adopt the new revenue recognition standard effective January 1, 2018 under the modified retrospective method, and have elected to apply the standard only to contracts that are not completed as of the date of adoption (i.e. January 1, 2018). In evaluating the impact of this new standard, the Company identified that lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. As such, after the Company's evaluation of the new guidance, the Company has concluded that there will be no material impact of this ASU on its revenues, results of operations, financial position or disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. Leases pursuant to which the Company is the lessee primarily consist of its corporate office and equipment leases. The amendments in this ASU are effective for the fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified restrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. Upon adoption, the Company will record certain expenses paid directly by its tenants that protect the Company's interests in its properties, such as insurance and real estate taxes, to property costs and the related tenant reimbursement income to revenue, with no impact on net income. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies many aspects of accounting for share-based payment transactions under ASC Topic 718, Compensation - Stock Compensation, including income tax consequences, classification of awards as either equity or liability, forfeiture rate calculations and classification on the statement of cash flows. The Company adopted this new guidance effective January 1, 2017 and made an accounting policy election to recognize stock-based compensation forfeitures as they occur, whereas previously stock-based compensation forfeitures were estimated and recognized based on historical forfeiture rates. This change has been applied prospectively and had no material impact on the financial statements of the Company.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company plans to adopt ASU 2016-15 effective January 1, 2018 and has determined that this standard will result in debt prepayment and debt extinguishment costs being presented in the financing activities in the consolidated statement of cash flows. The Company currently does not expect there to be a material impact on its statement of cash flows for other types of transactions.

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. As a result, restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The Company currently plans to adopt ASU 2016-18 effective January 1, 2018 and does not expect the change in presentation to have a material impact on the consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which narrows the definition of a business. The Company early adopted the guidance effective January 1, 2017 and application is on a prospective basis. Under the new guidance, the acquisition of a property with an in-place lease generally is no longer accounted for as an acquisition of a business, but instead as an asset acquisition, meaning the transaction costs of such an acquisition are now capitalized instead of expensed. Further, dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale.
Note 3. Investments
Real Estate Investments
As of December 31, 2017, the Company’s gross investment in real estate properties and loans totaled approximately $7.90 billion, representing investments in 2,480 properties, including 88 properties or other related assets securing mortgage loans. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and the carrying amount of loans receivable, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with only one state, Texas, with a real estate investment of 12.2%, accounting for more than 10.0% of the total dollar amount of the Company’s real estate investment portfolio.

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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

During the years ended December 31, 2017 and 2016, the Company had the following real estate and loan activity, net of accumulated depreciation and amortization:
 
Number of Properties
 
Dollar Amount of Investments
 
Owned
 
Financed
 
Total
 
Owned
 
Financed
 
Total
 
 
 
 
 
 

 
(In Thousands)
Gross balance, December 31, 2015
2,485

 
144

 
2,629

 
$
8,198,685

 
$
104,003

 
$
8,302,688

Acquisitions/improvements (1)
269

 

 
269

 
711,510

 

 
711,510

Dispositions of real estate (2)(3)
(213
)
 

 
(213
)
 
(598,662
)
 

 
(598,662
)
Principal payments and payoffs

 
(70
)
 
(70
)
 

 
(34,955
)
 
(34,955
)
Impairments

 

 

 
(88,073
)
 
(176
)
 
(88,249
)
Write-off of gross lease intangibles

 

 

 
(42,307
)
 

 
(42,307
)
Loan premium amortization and other

 

 

 
(77
)
 
(2,294
)
 
(2,371
)
Gross balance, December 31, 2016
2,541

 
74

 
2,615

 
8,181,076

 
66,578

 
8,247,654

Acquisitions/improvements (1)
43

 
16

 
59

 
326,766

 
23,300

 
350,066

Dispositions of real estate (2)(3)
(192
)
 

 
(192
)
 
(510,863
)
 

 
(510,863
)
Principal payments and payoffs

 
(2
)
 
(2
)
 

 
(7,878
)
 
(7,878
)
Impairments

 

 

 
(101,941
)
 
(389
)
 
(102,330
)
Write-off of gross lease intangibles

 

 

 
(67,139
)
 

 
(67,139
)
Loan premium amortization and other

 

 

 
(4,841
)
 
(1,644
)
 
(6,485
)
Gross balance, December 31, 2017
2,392

 
88

 
2,480

 
$
7,823,058

 
$
79,967

 
$
7,903,025

Accumulated depreciation and amortization
 
 
 
 
 
 
(1,289,304
)
 

 
(1,289,304
)
Other
 
 
 
 
 
 
304

 

 
304

Net balance, December 31, 2017
 
 
 
 
 
 
$
6,534,058

 
$
79,967

 
$
6,614,025

(1) 
Includes investments of $42.6 million and $20.5 million, respectively, in revenue producing capitalized expenditures, as well as $3.5 million and $6.6 million, respectively, of non-revenue producing capitalized expenditures for the years ended December 31, 2017 and 2016.
(2) 
The total accumulated depreciation and amortization associated with dispositions of real estate was $57.1 million and $126.4 million, respectively, for the years ended December 31, 2017 and 2016.
(3) 
For the years ended December 31, 2017, 2016 and 2015 the total gain on disposal of assets for properties held in use and held for sale was $24.6 million and $40.5 million, $35.8 million and $16.6 million, and $34.5 million and $33.9 million, respectively.

Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases (including realized rent increases occurring after January 1, 2018) are as follows (in thousands):
 
December 31,
2017
2018
$
599,194

2019
587,493

2020
570,820

2021
542,899

2022
507,936

Thereafter
3,637,342

Total future minimum rentals
$
6,445,684


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SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Because lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the CPI or other stipulated reference rate.
Loans Receivable
The following table details loans receivable, net of premium and allowance for loan losses (in thousands):
 
December 31,
2017
 
December 31,
2016
Mortgage loans - principal
$
69,963

 
$
55,410

Mortgage loans - premium, net of amortization
5,038

 
7,194

Allowance for loan losses
(389
)
 

    Mortgages loans, net
74,612

 
62,604

Other note receivables - principal
5,355

 
4,474

Allowance for loan losses

 
(500
)
     Other note receivables
5,355

 
3,974

Total loans receivable, net
$
79,967

 
$
66,578

As of December 31, 2017 and 2016, the Company held a total of 10 and 8, respectively, first-priority mortgage loans (representing loans to 6 and 4 borrowers, respectively). These mortgage loans are secured by single-tenant commercial properties and generally have fixed interest rates over the term of the loans. There are 3 other notes receivable, one $3.5 million note is secured by tenant assets and stock and the other two are unsecured.
Lease Intangibles, Net
The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands):
 
December 31,
2017
 
December 31,
2016
In-place leases
$
591,551

 
$
624,723

Above-market leases
89,640

 
88,873

Less: accumulated amortization
(271,288
)
 
(243,320
)
Intangible lease assets, net
$
409,903

 
$
470,276

 
 
 
 
Below-market leases
$
216,642

 
$
236,008

Less: accumulated amortization
(61,339
)
 
(53,688
)
Intangible lease liabilities, net
$
155,303

 
$
182,320

The amounts amortized as a net increase to rental revenue for capitalized above and below-market leases was $6.5 million, $6.6 million and $5.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $43.3 million, $46.4 million and $49.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 13.8 years 9.5 years, 17.5 years and 10.6 years, respectively, as of December 31, 2017. The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 14.6 years, 10.3 years, 18.5 years and 11.2 years, respectively, as of December 31, 2016. During the year ended December 31, 2017, the Company acquired in-place lease intangible assets of $18.7 million, above-market lease intangible assets of $6.5 million and below-market lease intangible liabilities of $2.0 million.

97


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Based on the balance of intangible assets and liabilities at December 31, 2017, the net aggregate amortization expense for the next five years and thereafter is expected to be as follows (in thousands):
2018
$
32,343

2019
30,736

2020
28,717

2021
26,108

2022
22,838

Thereafter
113,858

Total future minimum amortization
$
254,600

Real Estate Assets Under Direct Financing Leases
The components of real estate investments held under direct financing leases were as follows (in thousands):
 
December 31,
2017
 
December 31, 2016
Minimum lease payments receivable
$
7,325

 
$
9,456

Estimated residual value of leased assets
24,552

 
35,640

Unearned income
(7,012
)
 
(9,091
)
Real estate assets under direct financing leases, net
$
24,865

 
$
36,005

Real Estate Assets Held for Sale
The Company is continually evaluating the portfolio of real estate assets and may elect to dispose of assets considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, and tenant operation type (e.g., industry, sector, or concept/brand). Real estate assets held for sale are expected to be sold within twelve months. The following table shows the activity in real estate assets held for sale, net for the years ended December 31, 2017 and 2016:
 
Number of Properties
 
Carrying Value
 
(In Thousands)
Balance, December 31, 2015
36

 
$
84,259

Transfers from real estate investments
72

 
246,730

Sales
(59
)
 
(126,100
)
Transfers to real estate investments held and used
(5
)
 
(21,046
)
Impairments
 
 
(23,273
)
Balance, December 31, 2016
44

 
160,570

Transfers from real estate investments
82

 
216,502

Sales
(91
)
 
(208,029
)
Transfers to real estate investments held and used
(20
)
 
(95,382
)
Impairments
 
 
(24,732
)
Balance, December 31, 2017
15

 
48,929


98


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Impairments
The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations (in thousands): 
 
Years Ended December 31,
 
2017
 
2016
 
2015
Real estate and intangible asset impairment
$
93,441

 
$
80,390

 
$
68,565

Write-off of lease intangibles, net
8,500

 
7,683

 
1,666

Loans receivable impairment
389

 
176

 
324

Total impairments from real estate investment net assets
102,330

 
88,249

 
70,555

Other impairment

 
26

 
174

Total impairment loss in contuining and discontinued operations
$
102,330

 
$
88,275

 
$
70,729

Impairments for the twelve months ended December 31, 2017 were comprised of $24.8 million on properties classified as held for sale and $77.2 million properties classified a held and used. Impairments for the twelve months ended December 31, 2016 were comprised of $23.1 million on properties held for sale and $47.2 million on properties classified as held and used. Impairments for the twelve months ended December 31, 2015 were comprised of $15.0 million on properties held for sale and $55.4 million on properties classified as held and used.
Note 4. Debt
The debt of the Company and the Operating Partnership are the same, except for the presentation of the Convertible Notes. The Convertible Notes were issued by the Company. Subsequently, an intercompany note between the Company and the Operating Partnership was executed with terms identical to those of the Convertible Notes. Therefore, in the consolidated balance sheet of the Operating Partnership, the amounts related to the Convertible Notes are reflected as notes payable to Spirit Realty Capital, Inc., net. The Company's debt is summarized below:
 
2017
Weighted Average Effective
Interest Rates
(1)
 
2017
Weighted Average Stated Rates
(2)
 
2017
Weighted Average Maturity
(3)
 
December 31, 2017
 
December 31, 2016
 
 
 
 
 
 
 
(In Thousands)
Revolving Credit Facility
3.88
%
 
2.44
%
 
1.2
 
$
112,000

 
$
86,000

Term Loan
2.68
%
 
2.50
%
 
0.8
 

 
420,000

Master Trust Notes
5.52
%
 
5.01
%
 
5.2
 
2,248,504

 
1,672,706

CMBS - fixed-rate
5.78
%
 
5.81
%
 
4.6
 
332,647

 
528,427

Convertible Notes
5.32
%
 
3.28
%
 
2.3
 
747,500

 
747,500

Unsecured Senior Notes
4.65
%
 
4.45
%
 
8.7
 
300,000

 
300,000

Total debt
5.04
%
 
4.35
%
 
4.7
 
3,740,651

 
3,754,633

Debt discount, net
 
 
 
 
 
 
(61,399
)
 
(52,894
)
Deferred financing costs, net (4)
 
 
 
 
 
 
(39,572
)
 
(37,111
)
Total debt, net
 
 
 
 
 
 
$
3,639,680

 
$
3,664,628

(1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees and non-utilization fees, where applicable, calculated for the year ended December 31, 2017.
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of December 31, 2017.
(3) Represents the weighted average maturity based on the outstanding principal balance as of December 31, 2017.
(4) The Company records deferred financing costs for the Revolving Credit Facility in deferred costs and other assets, net on its consolidated balance sheets.

99


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Revolving Credit Facility
On March 31, 2015, the Company, as guarantor, and the Operating Partnership, as borrower, entered into the Credit Agreement that established a new $600.0 million unsecured credit facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a $50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending on the Corporation's credit rating. As of December 31, 2017, the Revolving Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). The Revolving Credit Facility is full recourse to the Operating Partnership and the aforementioned guarantors.
As a result of entering into the Revolving Credit Facility and expanding the borrowing capacity, the Company incurred origination costs of $4.8 million. These deferred financing costs are being amortized to interest expense over the remaining initial term of the Revolving Credit Facility. The unamortized deferred financing costs relating to the Revolving Credit Facility were $1.6 million and $2.9 million, at December 31, 2017 and 2016, respectively, and were recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets.
As of December 31, 2017, $112.0 million was outstanding, there was $688.0 million of borrowing capacity available under the Revolving Credit Facility and no outstanding letters of credit. The Operating Partnership's ability to borrow under the Revolving Credit Facility is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Term Loan
On November 3, 2015, the Company entered into a Term Loan Agreement among the Operating Partnership, as borrower, the Company as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased up to $600.0 million, subject to obtaining additional lender commitments. During the fourth quarter of 2015 and 2016, the Company exercised the accordion feature per the Credit Agreement and increased the term facility borrowing capacity from $325.0 million to $370.0 million and $420.0 million, respectively.
The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's option. In each case, the applicable margin is determined based upon the Corporation's leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April

100


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leveraged based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings.
The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Borrowings may be repaid without premium or penalty, and may be re-borrowed within 30 days up to the then available loan commitment and subject to occurrence limitations within any twelve-month period. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Corporation and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As a result of entering into the Term Loan, the Company incurred origination costs of $2.4 million. These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan. As of December 31, 2017 and 2016, the unamortized deferred financing costs relating to the Term Loan were $0.7 million and $1.5 million, respectively, and were recorded net against the principal balance of mortgages and notes payable and the Term Loan for 2017 and 2016, respectively, on the accompanying consolidated balance sheets.
As of December 31, 2017, there was a zero outstanding balance and $420.0 million of borrowing capacity available under the Term Loan. The Operating Partnership's ability to borrow under the Term Loan is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. The Corporation has unconditionally guaranteed all obligations of the Operating Partnership under the Term Loan Agreement. As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount of senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million, after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  
In connection with the offering, the Operating Partnership incurred $3.4 million in deferred financing costs. This amount is being amortized to interest expense over the life of the Senior Unsecured Notes. The unamortized deferred financing costs relating to the Senior Unsecured Notes were $3.0 million and $3.1 million as of December 31, 2017 and 2016, respectively, and recorded net against the Senior Unsecured Notes principal balance on the accompanying consolidated balance sheets.
In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership are subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative

101


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

covenants. As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Master Trust Notes
The Company has access to an asset-backed securitization platform, the Spirit Master Funding Program, to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. The Spirit Master Funding Program consists of two separate securitization trusts, Master Trust 2013 and Master Trust 2014, each of which have one or multiple bankruptcy-remote, special purpose entities as issuers or co-issuers of the notes. Each issuer is an indirect wholly-owned special purpose entity of the Corporation and of the Operating Partnership.
Master Trust 2013
In December 2013, an indirect wholly-owned subsidiary of the Company issued $330.0 million aggregate principal amount of investment grade rated net-lease mortgage notes comprised of $125.0 million of 3.89% interest-only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.
Master Trust 2014
In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of the Company, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest-only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest-only through November 2017) expected to be repaid in January 2030.
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36%, Class A, amortizing notes and $132.0 million of 6.35%, Class B, interest-only notes, each class of Notes have an anticipated repayment date in December 2022 and a legal final payment date in December 2047. (Refer to Note 17. Subsequent Events, regarding repricing of the Class B Notes). Spirit Realty acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes from the Issuer to satisfy its regulatory risk retention obligations. In conjunction with the issuance, the Company pre-paid Series 2014-1 Class A1 of the 2014 notes.

102


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

The Master Trust Notes are summarized below:
 
Stated
Rates
(1)
 
Maturity
 
December 31,
2017
 
December 31,
2016
 
 
 
(in Years)
 
(in Thousands)
Series 2014-1 Class A1
%
 
0.0
 
$

 
$
53,919

Series 2014-1 Class A2
5.4
%
 
2.5
 
252,437

 
253,300

Series 2014-2
5.8
%
 
3.2
 
222,683

 
226,283

Series 2014-3
5.7
%
 
4.2
 
311,336

 
311,820

Series 2014-4 Class A1
3.5
%
 
2.1
 
150,000

 
150,000

Series 2014-4 Class A2
4.6
%
 
12.1
 
358,664

 
360,000

Series 2017-1 Class A (2)
4.4
%
 
5.0
 
515,280

 

Series 2017-1 Class B (2)
6.4
%
 
5.0
 
125,400

 

Total Master Trust 2014 notes
5.0
%
 
5.4
 
1,935,800

 
1,355,322

Series 2013-1 Class A
3.9
%
 
1.0
 
125,000

 
125,000

Series 2013-2 Class A
5.3
%
 
6.0
 
187,704

 
192,384

Total Master Trust 2013 notes
4.7
%
 
4.0
 
312,704

 
317,384

Total Master Trust Notes
 
 
 
 
2,248,504

 
1,672,706

Debt discount, net
 
 
 
 
(36,188
)
 
(18,787
)
Deferred financing costs, net
 
 
 
 
(24,010
)
 
(16,376
)
Total Master Trust Notes, net
 
 
 
 
$
2,188,306

 
$
1,637,543

(1) Represents the individual series stated interest rate as of December 31, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2017.
(2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations.
As of December 31, 2017, the Master Trust 2014 notes were secured by 815 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2017, the Master Trust 2013 notes were secured by 296 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.
CMBS
As of December 31, 2017, indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 6 fixed-rate non-recourse loans, excluding six defaulted loans, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of December 31, 2017 for these fixed-rate notes ranged from 4.67% to 6.00% with a weighted average stated rate of 5.35%. As of December 31, 2017, these fixed-rate loans were secured by 100 properties. As of December 31, 2017 and December 31, 2016, the unamortized deferred financing costs associated with the CMBS loans were $3.9 million and $4.7 million, respectively, and recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets. The deferred financing costs are being amortized to interest expense over the term of the respective loans. During June, 2016, the Company repaid the remaining eight CMBS variable-rate loans and terminated the related interest rate swap agreements.
As of December 31, 2017, certain borrowers were in default under the loan agreements relating to six separate CMBS fixed-rate loans where eight properties securing the respective loans were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on these loans was between 7.53% and 10.62%. Each defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of December 31, 2017, the aggregate principal balance under the defaulted CMBS loans was $64.3 million, which includes $13.2 million of interest added to principal. In addition, approximately $1.5 million of lender controlled restricted cash is being held in connection with these loans that may be applied to reduce amounts owed.

103


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Convertible Notes
In May 20, 2014, the Company issued $402.5 million aggregate principal amount of 2.875% convertible notes due in 2019 and $345.0 million aggregate principal amount of 3.75% convertible notes due in 2021. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021. Proceeds from the issuance were contributed to the Operating Partnership and are recorded as a note payable to Spirit Realty Capital, Inc., on the consolidated balance sheets of the Operating Partnership.
The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Corporation's common stock, or a combination thereof. The initial conversion rate applicable to each series is 76.3636 per $1,000 principal note (equivalent to an initial conversion price of $13.10 per share of common stock, representing a 22.5% premium above the public offering price of the common stock offered concurrently at the time the Convertible Notes were issued). The conversion rate is subject to adjustment for certain anti-dilution events, including special distributions and regular quarterly cash dividends exceeding $0.16625 per share. As of December 31, 2017, the conversion rate was 77.3144 per $1,000 principal note. Earlier conversion may be triggered if shares of the Corporation's common stock trades higher than the established thresholds, if the Convertible Notes trade below established thresholds, or certain corporate events occur.
In connection with the issuance of the Convertible Notes, the Company recorded a discount of $56.7 million, which represents the estimated value of the embedded conversion feature for each of the Convertible Notes. The discount is being amortized to interest expense using the effective interest method over the term of each of the 2019 Notes and 2021 Notes. As of December 31, 2017 and December 31, 2016, the unamortized discount was $23.7 million and $33.5 million, respectively. The discount is shown net against the aggregate outstanding principal balance of the Convertible Notes on the accompanying consolidated balance sheets. The equity component of the conversion feature is recorded in capital in excess of par value in the accompanying consolidated balance sheets, net of financing transaction costs.
In connection with the offering, the Company also incurred $19.6 million in deferred financing costs. This amount has been allocated on a pro-rata basis to each of the Convertible Notes and is being amortized to interest expense over the term of each note. As of December 31, 2017 and December 31, 2016, the unamortized deferred financing costs relating to the Convertible Notes was $8.0 million and $11.4 million, respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets.
Debt Extinguishment
During the year ended December 31, 2017, the Company extinguished a total of $238.5 million aggregate principal amount of indebtedness with a weighted average contractual interest rate of 5.5%. As a result of these transactions, the Company recognized a net loss on debt extinguishment of approximately $1.6 million. The loss was primarily attributable to the lender make-whole payment associated with early payoff of one series of the Master Trust 2014 notes. The payment of the premium is included in debt extinguishment costs within operating activities in the consolidated statement of cash flows.
During the year ended December 31, 2016, the Company extinguished a total of $883.0 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.01%. As a result of these transactions, the Company recognized a net gain on debt extinguishment during the year ended December 31, 2016 of approximately $0.2 million. The gain was primarily attributable to the extinguishment of seven defaulted mortgage loans upon the sale of the related properties to third parties. The payment of the premium is included in debt extinguishment costs within operating activities in the consolidated statement of cash flows.

104


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Debt Maturities
As of December 31, 2017, scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands):
 
Scheduled
Principal
 
Balloon
Payment
 
Total
2018 (1)
$
41,877

 
$
189,312

 
$
231,189

2019
44,135

 
514,500

 
558,635

2020
48,910

 
365,903

 
414,813

2021
32,402

 
554,753

 
587,155

2022
32,557

 
983,480

 
1,016,037

Thereafter
188,177

 
744,645

 
932,822

Total
$
388,058

 
$
3,352,593

 
$
3,740,651

(1) The balloon payment balance in 2018 includes $64.3 million for the acceleration of principal payable, including $13.2 million of capitalized interest, following an event of default under 6 separate non-recourse CMBS loans.
Interest Expense
The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands):
 
Years Ended December 31,
 
2017
 
2016
 
2015
Interest expense – Revolving Credit Facilities (1)
$
7,957

 
$
3,314

 
$
2,698

Interest expense – Term Loan
9,793


5,218

 
888

Interest expense – mortgages and notes payable
111,049

 
143,233

 
184,439

Interest expense – Convertible Notes (2)
24,509

 
24,509

 
24,509

Interest expense – Unsecured Senior Notes
13,351

 
4,932

 

Non-cash interest expense:
 
 
 
 
 
Amortization of deferred financing costs
9,896

 
9,070

 
7,937

Amortization of net losses related to interest rate swaps

 
93

 
108

Amortization of debt discount/(premium), net
13,572

 
6,217

 
2,322

Total interest expense
$
190,127

 
$
196,586

 
$
222,901

(1) Includes facility fees of approximately $2.1 million, $2.0 million and $1.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.
(2) Included in interest expense on the Operating Partnership's consolidated statements of operations are amounts paid to the Corporation by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc.
Note 5. Derivative and Hedging Activities
The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using regression analysis and the measurement of hedge ineffectiveness is based on the hypothetical derivative method. The effective portion of changes in fair value are recorded in AOCL and subsequently reclassified to earnings when the hedged transactions affect earnings. The ineffective portion is recorded immediately in earnings in general and administrative expenses. The Company does not enter into derivative contracts for speculative or trading purposes.

The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of

105


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

debt ratings and financial performance. To mitigate its credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings.
During June 2016, the Company terminated the remaining interest rate swap agreements upon the repayment of eight CMBS variable-rate loans. The Company paid $1.7 million to terminate these interest rate swap agreements and recognized a loss of $1.7 million, which is included in general and administrative expenses. The Company has not entered into any new derivative contracts as of December 31, 2017.
The following tables provide information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the years ended December 31, 2017, 2016, and 2015, respectively (in thousands):
 
 
Amount of Loss Recognized in AOCL on Derivative
(Effective Portion)
 
 
Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships
 
2017
 
2016
 
2015
Interest rate swaps
 
$

 
$
(1,137
)
 
$
(1,190
)
 
 
 
 
 
 
 
 
 
Amount of Loss Reclassified from AOCL into Operations
(Effective Portion)
 
 
Years Ended December 31,
Location of Loss Reclassified from AOCL into Operations
 
2017
 
2016
 
2015
Interest expense
 
$

 
$
(459
)
 
$
(1,169
)
 
 
 
 
 
 
 
 
 
Amount of Loss Recognized in Operations on Derivative
(Ineffective Portion)
 
 
Years Ended December 31,
Location of Loss or Recognized in Operations on Derivatives
 
2017
 
2016
 
2015
General and administrative expense (1)
 
$

 
$
(1,706
)
 
$
(78
)
 
 
 
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
 
 
Years Ended December 31,
Location of Loss Recognized in Operations on Derivatives
 
2017
 
2016
 
2015
General and administrative expense
 
$

 
$
(18
)
 
$

(1) The year ended December 31, 2015 includes a loss of $76 thousand that was reclassified from AOCL in the balance sheet resulting from hedged transactions that were no longer probable of occurring as the swaps were terminated prior to their respective maturity dates.
Note 6. Income Taxes
The Company’s total income tax expense was as follows (in thousands):
 
Years Ended December 31,
 
2017
 
2016
 
2015
State income tax
$
394

 
$
899

 
$
601

REIT state built-in gain tax expense

 
47

 

Federal income tax
$

 
$
19

 
$

Total income tax expense
$
394

 
$
965

 
$
601

The Company’s deferred income tax expense and its ending balance in deferred tax assets and liabilities, which are recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets, were immaterial at December 31, 2017, 2016 and 2015.

106


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, reducing the U.S. federal corporate income tax rate from 35% to 21%, among other changes. The SEC staff issued Staff Accounting Bulletin 118, which provides guidance on accounting for the tax effects of the Act for which the accounting under ASC 740, Income Taxes (“ASC 740”) is incomplete. To the extent that a company's accounting for certain income tax effects of the Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before enactment of the Act. The Company believes the impact of the Act to its consolidated financial statements is immaterial; however, the Company is still analyzing certain aspects of the Act. Future regulatory and rulemaking interpretations or other guidance could affect the Company’s analysis and tax position.
To the extent that the Company acquires property that has been owned by a C corporation in a transaction in which the tax basis of the property carries over, and the Company recognizes a gain on the disposition of such property during the subsequent recognition period, it will be required to pay tax at the regular corporate tax rate to the extent of such built-in gain. No properties subject to state built-in gain tax were sold during 2017.
The Corporation has federal net operating loss carry-forwards for income tax purposes totaling $66.1 million for each of the years ended December 31, 2017, 2016 and 2015. These losses, which begin to expire in 2027 through 2034, are available to reduce future taxable income or distribution requirements, subject to certain ownership change limitations.
The Company files federal, state and local income tax returns. All federal tax returns for years prior to 2014 are no longer subject to examination. Additionally, state tax returns for years prior to 2013 are generally no longer subject to examination. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as operating expenses. There was no accrual for interest or penalties at December 31, 2017, 2016 and 2015. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter.
For the years ended December 31, 2017, 2016 and 2015, common stock dividends paid were characterized for tax as follows (per share):
 
Year Ended December 31, 2017
 
Year Ended December 31, 2016
 
Year Ended December 31, 2015
Ordinary income
$
0.49

 
$
0.52

 
$
0.42

Return of capital
0.16

 
0.15

 
0.26

Capital gain
0.07

 
0.03

 

Total
$
0.72

 
$
0.70

 
$
0.68

Note 7. Stockholders’ Equity and Partners' Capital
Issuance of Preferred Stock
On October 3, 2017, the Company completed an underwritten public offering of 6,900,000 shares of 6.000% Series A Cumulative Redeemable Preferred Stock, including 900,000 shares sold pursuant to the underwriter's option to purchase additional shares. Gross proceeds raised from the issuance were $172.5 million; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company.
The Series A Preferred Stock will pay cumulative cash dividends at the rate of 6.000% per annum on their liquidation preference of $25.00 per share (equivalent to $0.375 per share on a quarterly basis and $1.50 per share on an annual basis). Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on December 31, 2017. The Series A Preferred Stock trades on the NYSE under the symbol “SRC-A”.

107


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

The Company may not redeem the Series A Preferred Stock prior to October 3, 2022, except in limited circumstances to preserve its status as a real estate investment trust, and pursuant to the special optional redemption provision described below. On and after October 3, 2022, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends up to but excluding the redemption date. In addition, upon the occurrence of a change of control, the Company may, at its option, exercise the special optional redemption provision and redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but not including, the date of redemption.

The preferred stock offering resulted in the Operating Partnership concurrently issuing 6,900,000 Series A Preferred Units (“Limited Partner Series A Preferred Units”) that have substantially the same terms as the Series A Preferred Stock.

Issuance of Common Stock
On April 15, 2016, the Company completed an underwritten public offering of 34.5 million shares of its common stock, at $11.15 per share, including 4.5 million shares sold pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised from the offering were approximately $384.7 million; net proceeds were approximately $368.9 million after deducting underwriter discounts and offering costs paid by the Company.
In April 2015, the Company completed an underwritten public offering of 23.0 million shares of its common stock, at $11.85 per share, including 3.0 million shares sold pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised were approximately $272.6 million; net proceeds were approximately $268.7 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were used to repay the outstanding balances under the Revolving Credit Facility and Line of Credit. The remaining net proceeds were used to fund acquisitions and for general corporate purposes (including additional repayments of borrowings outstanding from time to time under the Revolving Credit Facilities).
ATM Program
In April 2014, the Corporation commenced a continuous equity offering under which the Corporation may sell up to an aggregate $350.0 million worth of shares of its common stock from time to time through broker-dealers in the ATM Program. The Corporation may sell the shares in amounts and at times to be determined by the Corporation, but has no obligation to sell any of the shares in the ATM Program.
Since inception of the ATM Program through December 31, 2016, the Corporation sold an aggregate total of 27.3 million shares of its common stock, at a weighted average share price of $11.92, for aggregate gross proceeds of $325.5 million and aggregate net proceeds of $320.0 million after payment of commissions and other issuance costs of $5.4 million.
In November, 2016, the Board of Directors approved a new $500.0 million ATM Program and the Company terminated it's existing program. As of December 31, 2017, no shares had been sold under the new ATM Program.
Stock Repurchase Programs
In February 2016, the Company's Board of Directors approved a stock repurchase program, which authorized the Company to repurchase up to $200.0 million of its common stock over the 18 month time period following authorization. During the year ended December 31, 2017, a total of 26,337,295 shares of the Company's outstanding common stock were repurchased in open market transactions under the stock repurchase program, at a weighted average price of $7.59 per share, equivalent to the full $200.0 million authorized. Fees associated with the share repurchase of $0.5 million are included in retained earnings.
In August 2017, the Company's Board of Directors approved a new stock repurchase program, which authorizes the Company to repurchase up to $250.0 million of its common stock. These purchases can be made in the open market or through private transactions from time to time over the 18 month time period following authorization, depending on prevailing market conditions and applicable legal and regulatory requirements. Purchase activity will be dependent on various factors, including the Company's capital position, operating results, funds generated by asset sales, dividends

108


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at the Company's discretion. The Company intends to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance sheet and other sources. As of December 31, 2017, 9,502,670 shares of the Company's common stock have been repurchased in open market transactions under the stock repurchase program, at a weighted average price of $8.67 per share, leaving $167.6 million in available capacity. Fees associated with the repurchases of $0.2 million, are included in retained earnings.
Dividends Declared
In fiscal years 2017 and 2016, the Company's Board of Directors declared the following preferred and common stock dividends:
Declaration Date
 
Dividend Per Share
 
Record Date
 
Total Amount (1)
 
Payment Date
 
 
 
 
 
 
(in Thousands)
 
 
2017
 
 
 
 
 
 
 
 
Preferred Stock
 
 
 
 
 
 
 
 
December 8, 2017
 
$
0.36667

 
December 19, 2017
 
$
2,530

 
December 29, 2017
Common Stock
 
 
 
 
 
 
 
 
March 15, 2017
 
$
0.18000

 
March 31, 2017
 
$
87,122

 
April 14, 2017
June 15, 2017
 
0.18000

 
June 30, 2017
 
82,422

 
July 14, 2017
September 15, 2017
 
0.18000

 
September 29, 2017
 
82,062

 
October 13, 2017
December 8, 2017
 
0.18000

 
December 29, 2017
 
80,796

 
January 12, 2018
Total Common Dividend
 
$
0.72000

 
 
 
$
332,402

 
 
 
 
 
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
Common Stock
 
 
 
 
 
 
 
 
March 15, 2016
 
$
0.17500

 
March 31, 2016
 
$
77,596

 
April 15, 2016
June 15, 2016
 
0.17500

 
June 30, 2016
 
83,940

 
July 15, 2016
September 15, 2016
 
0.17500

 
September 30, 2016
 
84,604

 
October 14, 2016
December 15, 2016
 
0.18000

 
December 30, 2016
 
87,040

 
January 13, 2017
Total Common Dividend
 
$
0.70500

 
 
 
$
333,180

 
 
(1) Net of estimated forfeitures of approximately $3,300 and $12,000 for the years ended December 31, 2017 and December 31, 2016, respectively, for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of operations.
The dividends declared in December 2017 were paid in January 2018, and were included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.
Note 8. Commitments and Contingencies
The Company is periodically subject to claims or litigation in the ordinary course of business, including claims generated from business conducted by tenants on real estate owned by the Company. In these instances, the Company is typically indemnified by the tenant against any losses that might be suffered, and the Company and/or the tenant are insured against such claims.
On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, (collectively, the "Debtors") filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of the Company under a master lease.

109


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

On November 25, 2015, Haggen and Spirit restructured the master lease in an initial settlement agreement with approved claims of $21.0 million.
On April 1, 2016, Spirit entered into a second settlement agreement with both Haggen and Albertsons, LLC for $3.4 million and $3.0 million, respectively.
As a result of the settlements, the leases for seven locations were rejected and the leases for thirteen locations were assumed by the Debtors and assigned to the following tenants: five locations to Albertsons, LLC, five locations to Smart & Final, LLC, two locations to Gelson's Markets and one location to Safeway, Inc.
As of December 31, 2017, the Company has sold ten of the properties for total proceeds of $110.3 million, including six of the original seven rejected locations, resulting in nine locations with leases in-place under substantially the same terms and rent (inclusive of the $3.0 million settlement related to rent reduction for an amended lease with Albertsons, LLC) and one location that remains vacant.
At December 31, 2017, there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
At December 31, 2017, the Company had commitments totaling $63.4 million, of which $29.3 million relates to future acquisitions with the remainder to fund improvements on properties the Company currently owns. Commitments related to acquisitions contain standard cancellation clauses contingent on the results of due diligence. Of the $63.4 million of total commitments, $59.5 million is expected to be funded during fiscal year 2018. In addition, the Company is contingently liable for $5.7 million of debt owed by one of its tenants until the maturity of the debt on March 15, 2022 and is indemnified by that tenant for any payments the Company may be required to make on such debt.
The Company estimates future costs for known environmental remediation requirements when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. The Company considers various factors when estimating its environmental liabilities, and adjustments are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than another, the low end of the range is recorded in the consolidated financial statements. As of December 31, 2017, no accruals have been made.
The Company leases its current corporate office space and certain operating equipment under non-cancelable agreements from unrelated third parties. Total rental expense included in general and administrative expense amounted to $0.9 million, $1.5 million and $0.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Company's lease of its current corporate office space has an initial term that expires on January 31, 2027 and is renewable at the Company's option for two additional periods of five years each after the initial term. The Company is also a lessee under thirteen long-term, non-cancelable ground leases under which it is obligated to pay monthly rent as of December 31, 2017. Total rental expense included in property costs amounted to $1.5 million, $1.4 million and $1.2 million for each of the years ended December 31, 2017, 2016 and 2015, respectively. Certain ground lease rental expenses are reimbursed by unrelated third parties, and the corresponding rental revenue is recorded in rentals on the accompanying consolidated statements of operations.
The Company’s minimum aggregate rental commitments under all non-cancelable operating leases as of December 31, 2017 are as follows (in thousands):
 
Ground Leases
 
Office and Equipment Leases
 
Total
2018
$
1,630

 
$
1,527

 
$
3,157

2019
1,646

 
1,532

 
3,178

2020
1,649

 
1,529

 
3,178

2021
1,655

 
1,532

 
3,187

2022
1,578

 
1,547

 
3,125

Thereafter
21,543

 
6,474

 
28,017

Total
$
29,701

 
$
14,141

 
$
43,842


110


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Note 9. Fair Value Measurements
Fair Value Measurements
The fair value measurement framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The fair value hierarchy is based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company's own assumptions.
Recurring Fair Value Measurements
The Company did not have any assets or liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016.

Nonrecurring Fair Value Measurements
Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of December 31, 2017 and 2016 (in thousands):
 
 
 
Fair Value Hierarchy Level
 
Description
Fair Value
 
Level 1
 
Level 2
 
Level 3
 
December 31, 2017
 
 
 
 
 
 
 
 
Retail
21,598

 

 

 
21,598

 
Industrial
750

 

 

 
750

 
Office
5,964

 

 

 
5,964

 
Long-lived assets held and used
$
28,312

 
$

 
$

 
$
28,312

 
Long-lived assets held for sale
42,142

 

 

 
42,142

 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
Retail
33,766

 

 

 
33,766

 
Industrial
2,394

 

 

 
2,394

 
Office
8,538

 

 

 
8,538

 
Long-lived assets held and used
$
44,698

 
$

 
$

 
$
44,698

 
Lease intangible assets
6,384

 

 

 
6,384

 
Other assets
27

 

 

 
27

 
Long-lived assets held for sale
24,493

 

 

 
24,493

 
 
 
 
 
 
 
 
 
 
Real estate assets and their related intangible assets are evaluated for impairment based on certain indicators including, but not limited to: the asset being held for sale, vacant, non-operating or the lease on the asset expiring in twelve months or less. The fair values of impaired real estate and intangible assets were determined by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent;

111


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate. Based on these inputs, the Company determined that its valuation of the impaired real estate and intangible assets falls within Level 3 of the fair value hierarchy.
For the years ended December 31, 2017 and 2016, we determined that 18 and 33 long-lived assets held and used, respectively, were impaired.
For 17 of the held and used properties impaired during the year ended December 31, 2017 and 16 of the held and used properties impaired during the year ended December 31, 2016, the Company estimated property fair value using price per square foot of comparable properties. The following table provides information about the price per square foot of comparable properties inputs used:

 
 
December 31, 2017
 
December 31, 2016
Description
 
Range
 
Weighted Average
 
Square Footage
 
Range
 
Weighted Average
 
Square Footage
Long-lived assets held and used by asset type
 
 
 
 
 
 
Retail
 
$13.66 - $305.05
 
$
55.68

 
364,940

 
$17.17 - $502.23
 
$
58.78

 
290,770

Industrial
 
$3.30 - $8.56
 
5.35

 
370,824

 
$26.43
 
$
26.43

 
104,864

Office
 
$24.82 - $244.86
 
$
40.14

 
161,346

 
$35.00
 
$
35.00

 
135,675

For the remaining one held and used property impaired during the year ended December 31, 2017 and 17 held and used properties impaired during the year ended December 31, 2016, the Company estimated property fair value using price per square foot of the listing price or a broker opinion of value. The following table provides information about the price per square foot of listing price and broker opinion of value inputs used:

 
 
December 31, 2017
 
December 31, 2016
Description
 
Range
 
Weighted Average
 
Square Footage
 
Range
 
Weighted Average
 
Square Footage
Long-lived assets held and used by asset type
 
 
 
 
 
 
Retail
 
$88.89 - $88.89
 
$
88.89

 
22,500

 
$15.40 - $170.02
 
$
40.80

 
516,916

Industrial
 
 
$

 

 
$9.09
 
$
9.09

 
149,627

Office
 
 
$

 

 
$56.81
 
$
56.81

 
34,992


For the years ended December 31, 2017 and 2016, we determined that 8 and 9 long-lived assets held for sale, respectively, were impaired. The Company estimated property fair value of held for sale properties using price per square foot from the signed purchase and sale agreements. The following table provides information about the price per square foot from signed purchase and sale agreements used:
 
 
December 31, 2017
 
December 31, 2016
Description
 
Range
 
Weighted Average
 
Square Footage
 
Range
 
Weighted Average
 
Square Footage
Long-lived assets held for sale by asset type
 
 
 
 
 
 
Retail
 
$55.30 - $346.23
 
$
230.52

 
150,376

 
$19.66 - $393.02
 
$
95.11

 
265,610

Industrial
 
$24.02 - $54.21
 
$
37.09

 
223,747

 
 
 
 
 
 



112


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Estimated Fair Value of Financial Instruments
Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash and escrow deposits, and accounts receivable and payable. Generally, these assets and liabilities are short-term in duration and are recorded at cost, which approximates fair value, on the accompanying consolidated balance sheets.
In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at December 31, 2017 and 2016. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.
The estimated fair values of the loans receivable, Revolving Credit Facility, Term Loan, Senior Unsecured Notes, Convertible Notes and the fixed-rate mortgages and notes payable have been derived based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The loans receivable, Revolving Credit Facility, Term Loan, Senior Unsecured Notes, Convertible Notes and the mortgages and notes payable were measured using a market approach from nationally recognized financial institutions with market observable inputs such as interest rates and credit analytics. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands): 
 
December 31, 2017
 
December 31, 2016
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Loans receivable, net
$
79,967

 
$
82,886

 
$
66,578

 
$
71,895

Revolving Credit Facility, net
112,000

 
111,997

 
86,000

 
87,718

Term Loan, net (2)



 
418,471

 
428,441

Senior Unsecured Notes (1)
295,321

 
299,049

 
295,112

 
283,473

Convertible Notes, net (1)
715,881

 
761,440

 
702,642

 
784,175

Mortgages and notes payable, net (1)
2,516,478

 
2,657,599

 
2,162,403

 
2,282,142

(1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.
(2) The carrying value of the debt instrument as of December 31, 2016 is net of unamortized deferred financing costs .
Note 10. Significant Credit and Revenue Concentration
As of December 31, 2017 and 2016, the Company’s real estate investments are operated by 419 and 450 tenants, respectively, that operate within retail, office and industrial property types across various industries throughout the U.S. Shopko operates in the general merchandise industry and is the Company’s largest tenant as a percentage of rental revenue. Total rental revenues from properties leased to Shopko for the years ended December 31, 2017 and 2016, contributed 7.7% and 9.0%, respectively, of the rental revenue shown in the accompanying consolidated statements of operations. No other tenant contributed 4% or more of the rental revenue during any of the periods presented. As of December 31, 2017 and 2016, the Company's net investment in Shopko properties represents approximately 5.1% and 5.8%, respectively, of the Company's total assets shown in the accompanying consolidated balance sheets.


113


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Note 11. Discontinued Operations
Effective January 1, 2014, the Company adopted ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, under which only disposals representing a strategic shift in operations of the Company and that have (or will have) a major effect on the Company’s operations and financial results are to be presented as discontinued operations. Only properties that were reported as held for sale as of December 31, 2013, were presented in discontinued operations and net gains or losses from the disposition of these properties were reclassified to discontinued operations. The following sets forth the results of discontinued operations, as of (dollars in thousands):
 
Years Ended December 31,
 
2017
 
2016
 
2015
Revenues:
 
 
 
 
 
Rentals
$

 
$

 
$
447

Other income

 

 
17

Total revenues

 

 
464

Expenses:
 
 
 
 
 
General and administrative

 

 
4

Property costs (including reimbursable)

 

 
328

Impairments

 

 
34

Total expenses

 

 
366

Income from discontinued operations

 

 
98

Gain on disposition of assets

 

 
590

Total discontinued operations
$

 
$

 
$
688

Note 12. Supplemental Cash Flow Information
The following table presents the supplemental cash flow disclosures (in thousands):
 
 
Years Ended December 31,
 
 
2017
 
2016
 
2015
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
Reduction and assumption of debt through sale of certain real estate properties
 
$
39,141

 
$
7,208

 
$
30,555

Financing provided in connection with disposition of assets
 
24,015

 

 

Net real estate and other collateral assets surrendered to lender
 
38,547

 
30,381

 
7,384

Reduction of debt in exchange for collateral assets
 

 
47,025

 
7,904

Real estate acquired in exchange for loans receivable
 

 
26,609

 

Reclass of residual value on expired deferred financing lease to operating asset
 
11,088

 

 

Accrued interest capitalized to principal (1)
 
3,839

 
4,332

 
6,035

Accrued performance share dividend rights
 
817

 
489

 
564

Distributions declared and unpaid
 
80,792

 
87,055

 
76,940

Supplemental Cash Flow Disclosures:
 
 
 
 
 
 
Interest paid
 
$
163,623

 
$
182,105

 
$
206,115

Taxes paid, net of refunds
 
911

 
914

 
1,919

(1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default.
Note 13. Incentive Award Plan and Employee Benefit Plan
Amended Incentive Award Plan
Under the Amended Incentive Award Plan, the Company may grant equity incentive awards to eligible employees, directors and other service providers. Awards under the Amended Incentive Award Plan may be in the form of stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, performance awards, stock payment awards, performance share awards, LTIP units and other incentive awards. If an award under the Amended Incentive Award Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended Incentive Award Plan. As of December 31, 2017, 4.1 million shares remained available for award under the Amended Incentive Award Plan.
During the years ended December 31, 2017, 2016 and 2015, portions of awards of restricted common stock granted to certain of the Company’s officers and other employees vested. The vesting of these shares, granted pursuant to the Amended Incentive Award Plan, resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the Amended Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender 0.4 million, 0.1 million and 0.4 million shares of common stock, respectively, valued at $3.5 million, $0.8 million and $4.3 million, respectively, solely to pay the associated minimum statutory tax withholdings during the years ended December 31, 2017, 2016 and 2015. Common shares repurchased are considered retired under Maryland law and the cost of the stock repurchased is recorded as a reduction to common stock and accumulated deficit on the consolidated balance sheets.
Restricted Shares of Common Stock
During the year ended December 31, 2017, the Company granted 1.1 million restricted shares under the Amended Incentive Award Plan to certain executive officers, employees and members of the Board of Directors. The fair value of the restricted stock grants was determined based on the Company's closing stock price on the date of grant. The Company recorded $9.9 million in deferred compensation associated with these grants, which will be recognized in

114


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

expense over the requisite service period, generally which is three years, with a remaining weighted average recognition period of 1.9 years.
The following table summarizes restricted share activity under the Amended Incentive Award Plan:
 
2017
 
2016
 
2015
 
Number of Shares
 
Weighted Average Price (1)
(per share)
 
Number of Shares
 
Weighted Average Price (1)
(per share)
 
Number of Shares
 
Weighted Average Price (1)
(per share)
Outstanding non-vested shares, beginning of year
1,034,615

 
$
12.55

 
771,003

 
$
11.29

 
1,299,807

 
$
9.12

Shares granted
1,103,563

 
9.23

 
948,793

 
12.58

 
495,688

 
11.87

Shares vested
(657,671
)
 
11.30

 
(562,581
)
 
11.10

 
(1,005,088
)
 
8.77

Shares forfeited
(45,804
)
 
11.66

 
(122,600
)
 
11.56

 
(19,404
)
 
11.53

Outstanding non-vested shares, end of year
1,434,703

 
$
10.60

 
1,034,615

 
$
12.55

 
771,003

 
$
11.29

(1) Based on grant date fair values.
The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, effective January 1, 2017 and made an accounting policy election to recognize stock-based compensation forfeitures as they occur, whereas previously stock-based compensation forfeitures were estimated and recognized based on historical forfeiture rates.
Performance Share Awards
Since August 2013, performance share awards have been granted to executive officers upon approval from the Board of Directors or committee thereof. These awards are granted at a target number of units and represent shares that are potentially issuable in the future. The performance share awards vest based on the Company’s stock price and dividend performance, TSR, at the end of, generally, three-year periods relative to a group of industry peers. Potential shares of the Corporation's common stock that each participant is eligible to receive is based on the initial target number of shares granted multiplied by a percentage range between 0% and 250%. Grant date fair value of the performance share awards was calculated using the Monte Carlo simulation model, which incorporated stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods. Stock-based compensation expense associated with unvested performance share awards is recognized on a straight-line basis over the minimum required service period, with a remaining weighted average recognition period of 2.2 years as of December 31, 2017.
In addition, final shares issued under each performance share award entitle its holder to a cash payment equal to the aggregate declared dividends with record dates during the performance period, beginning on the grant date and ending the day before the awards are released. The projected shares to be awarded are not considered issued under the Amended Incentive Award Plan until the performance period has ended and the actual number of shares to be released is determined. The performance shares and dividend rights are subject to forfeiture in the event of a non-qualifying termination of a participant prior to the performance period end date.

115


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

The following table summarizes performance share award activity under the Amended Incentive Award Plan:
 
2017
 
2016
 
2015
 
Number of Target Shares
 
Weighted Average Fair Value
(per share)
 
Number of Target Shares
 
Weighted Average Fair Value
(per share)
 
Number of Target Shares
 
Weighted Average Fair Value
(per share)
Outstanding non-vested awards, beginning of year
494,300

 
$
15.56

 
472,725

 
$
14.28

 
610,797

 
$
13.49

Grants at target (1)
858,226

 
11.88

 
400,800

 
16.06

 
279,199

 
14.78

Earned (below) above performance target (2)

 

 
(42,640
)
 
13.56

 
387,027

 
13.45

Vested (3)
(466,667
)
 
14.48

 
(215,438
)
 
14.36

 
(804,298
)
 
13.46

Forfeited
(42,373
)
 
$
14.78

 
(121,147
)
 
$
15.05

 

 
$

Outstanding non-vested awards, end of year
843,486

 
$
12.45

 
494,300

 
$
15.56

 
472,725

 
$
14.28

(1) The performance period for the 2017 performance awards began January 1, 2017 and continues through December 31, 2019, the performance period for the 2016 performance awards began January 1, 2016 and continues through December 31, 2018 and the performance period for the 2015 performance awards began January 1, 2015 and continues through December 31, 2017.
(2) Represents shares that were earned below or in excess of target for the grants whose performance periods ended on December 31, 2017, 2016 and 2015.
(3) The number of shares that vested in 2017, 2016 and 2015 includes 466,667, 155,782, and 134,932 shares, respectively, released at target in connection with qualifying terminations. Dividend rights of $0.5 million, $0.2 million and $1.1 million associated with all shares released were paid in cash during 2017, 2016 and 2015, respectively.
Approximately $0.8 million and $0.5 million in dividend rights have been accrued as of December 31, 2017 and 2016, respectively. For outstanding non-vested awards at December 31, 2017, 1 million shares would have been released based on the Corporation's TSR relative to the specified peer groups through that date.
Stock-based Compensation Expense
For the years ended December 31, 2017, 2016 and 2015, the Company recognized $16.6 million, $9.6 million and $13.3 million, respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations.
As of December 31, 2017, the remaining unamortized stock-based compensation expense totaled $17.7 million, including $10.0 million related to restricted stock awards and $7.7 million related to performance share awards, which is recognized as the greater of the amount amortized on a straight-line basis over the service period of each applicable award or the amount vested over the vesting periods.
401(k) Plan
The Company has a 401(k) Plan, which is available to full-time employees who have completed at least three months of service with the Company. Currently, the Company provides a matching contribution in cash, up to a maximum of 4% of compensation, which vests immediately.

116


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Note 14. Income (Loss) Per Share and Partnership Unit
Income per share has been determined using the two-class method which is computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both shares of common stock and participating securities based on the weighted average shares outstanding during the period. Classification of the Company's unvested restricted stock, which contain rights to receive non-forfeitable dividends, are deemed participating securities under the two-class method. Under the two-class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders.

117


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per share computed using the two-class method (dollars in thousands):
 
Years Ended December 31,
 
2017
 
2016
 
2015
Basic and diluted income:
 
 
 
 
 
Net Income from continuing operations
$
12,042

 
$
45,081

 
$
24,103

Gain on disposition of assets
65,106

 
52,365

 
68,421

Less: income attributable to unvested restricted stock
(940
)
 
(614
)
 
(696
)
Less: dividends paid to preferred stockholders
(2,530
)
 

 

Income used in basic and diluted income per common share from continuing operations
73,678

 
96,832

 
91,828

Income from discontinued operations

 

 
688

Net income attributable to common stockholders used in basic and diluted income per share
$
73,678

 
$
96,832

 
$
92,516

 
 
 
 
 
 
Basic weighted average shares of common stock outstanding:
 
 
 
 
 
Weighted average shares of common stock outstanding
469,212,533

 
470,023,674

 
433,361,726

Less: unvested weighted average shares of restricted stock
(1,277,588
)
 
(805,898
)
 
(1,138,773
)
Weighted average number of common shares outstanding used in basic income per share
467,934,945

 
469,217,776

 
432,222,953

Net income per share attributable to common stockholders-basic
$
0.16

 
$
0.21

 
$
0.21

 
 
 
 
 
 
Diluted weighted average shares of common stock (1)
 
 
 
 
 
Stock options

 
3,835

 
3,384

Unvested performance shares
7,843

 
24,654

 
319,288

Weighted average number of shares of common stock used in diluted income per share
467,942,788

 
469,246,265

 
432,545,625

Net income per share attributable to common stockholders-diluted
$
0.16

 
$
0.21

 
$
0.21

 
 
 
 
 
 
Potentially dilutive shares of common stock
 
 
 
 
 
Unvested shares of restricted stock
65,480

 
119,633

 
339,541

Unvested performance shares

 

 

Stock options

 

 

Total
65,480

 
119,633

 
339,541

(1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive.
The Corporation intends to satisfy its exchange obligation for the principal amount of the Convertible Notes to the note holders entirely in cash, therefore, the "if-converted" method does not apply and the treasury stock method is being used. For the year ended December 31, 2017, the Corporation's average stock price was below the conversion price, resulting in zero potentially dilutive shares related to the conversion spread of the Convertible Notes.
Note 15. Costs Associated With Restructuring Activities
On November 16, 2015, the Company’s Board of Directors approved the strategic decision to relocate its headquarters from Scottsdale, Arizona to Dallas, Texas. The Company began occupying temporary office space in the new headquarters in the spring of 2016, and finalized the move with the opening of the new office space in late September 2016. As a result of moving its corporate headquarters, the Company incurred various restructuring charges, including employee separation and relocation costs. Restructuring charges incurred for the years ended December 31, 2017,

118


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

December 31, 2016 and December 31, 2015 were none, $6.3 million and $7.1 million, respectively, and are included within restructuring charges on the accompanying consolidated statements of operations.
The Company incurred total relocation costs of $20.5 million, of which $13.4 million was for restructuring, $3.5 million was for capitalized costs related to tenant improvements and fixtures for the new corporate headquarters space and $3.6 million represents other relocation costs, primarily for redundant office space and employee salaries and benefits for departing employees, incurred in the transition phase. The Company did not incur any additional costs after December 31, 2016.

119


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Note 16. Consolidated Quarterly Financial Data
The following table sets forth certain unaudited consolidated financial information for each of the four quarters included in the years ended December 31, 2017 and 2016 (in thousands, except share and per share data):
 
First
 
Second
 
Third
 
Fourth
 
 
 
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Year
2017
 (Unaudited)
 
 
Total revenues
$
165,422

 
$
168,635

 
$
169,550

 
$
165,348

 
$
668,955

Depreciation and amortization
64,994

 
64,220

 
63,673

 
63,132

 
256,019

Interest
46,623

 
46,826

 
48,680

 
47,998

 
190,127

Other expenses
57,163

 
49,664

 
62,374

 
39,921

 
209,122

(Loss) gain on debt extinguishment
(30
)
 
8

 
1,792

 
(3,415
)
 
(1,645
)
Income (loss) from continuing operations
(3,388
)
 
7,933

 
(3,385
)
 
10,882

 
12,042

Gain on disposition of assets
16,217

 
15,273

 
8,707

 
24,909

 
65,106

Dividends paid to preferred stockholders

 

 

 
2,530

 
2,530

Net income attributable to common stockholders and partners
12,829

 
23,206

 
5,322

 
33,261

 
74,618

Net income per share attributable to common stockholders and partners:

 

 

 

 

Basic
$
0.03

 
$
0.05

 
$
0.01

 
$
0.07

 
$
0.16

Diluted
$
0.03

 
$
0.05

 
$
0.01

 
$
0.07

 
$
0.16

Dividends declared per common share and partnership unit
$
0.18000

 
$
0.18000

 
$
0.18000

 
$
0.18000

 
$
0.72000

 
 
 
 
 
 
 
 
 
 
 
First
 
Second
 
Third
 
Fourth
 
 
 
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Year
2016
 (Unaudited)
 
 
Total revenues
$
168,357

 
$
171,726

 
$
172,508

 
$
173,383

 
$
685,974

Depreciation and amortization
64,664

 
64,263

 
65,300

 
68,049

 
262,276

Interest
53,017

 
49,172

 
47,653

 
46,744

 
196,586

Other expenses
32,381

 
37,463

 
41,767

 
70,653

 
182,264

(Loss) gain on debt extinguishment
(5,341
)
 
14,016

 
(8,349
)
 
(93
)
 
233

Income (loss) from continuing operations
12,954

 
34,844

 
9,439

 
(12,156
)
 
45,081

Gain on disposition of assets
10,146

 
11,115

 
17,960

 
13,144

 
52,365

Net income attributable to common stockholders and partners
23,100

 
45,959

 
27,399

 
988

 
97,446

Net income per share attributable to common stockholders and partners:
 
 
 
 
 
 
 
 
 
Basic
$
0.05

 
$
0.10

 
$
0.06

 
$

 
$
0.21

Diluted
$
0.05

 
$
0.10

 
$
0.06

 
$

 
$
0.21

Dividends declared per common share and partnership unit
$
0.17500

 
$
0.17500

 
$
0.17500

 
$
0.18000

 
$
0.70500


120


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Note 17. Subsequent Events
Shopko Term Loan
On January 16, 2018, the Operating Partnership funded a $35.0 million B-1 Term Loan as part of a syndicated loan and security agreement with Shopko as borrower and several banks as lenders. The B-1 Term Loan bears interest at a rate of 12% per annum and matures on June 19, 2020. Principal will be repaid in quarterly installments of $0.6 million commencing on November 1, 2018, while interest will be paid monthly. The loan is secured by Shopko’s assets in its $784 million asset-backed lending facility and is subordinate to other loans made under the syndicated loan and security agreement. The Operating Partnership received a commitment fee equal to 3.00% of the B-1 Term Loan.
Amendment to Shopko Master Lease
On January 16, 2018, the Company, through two of its wholly-owned subsidiaries, entered into an amendment to its master lease with Shopko. The amendment requires Shopko to provide annual and quarterly financial statements to the Company that are compliant with SEC rules. Further, the amendment modifies certain other provisions of the master lease, including assignment by Shopko, subletting by Shopko, sale by the Company and rent payment date.
Subject to certain conditions, Shopko will have a one-time right, upon 60 days written notice, to defer payment of the monthly base rent for a period of up to three months, provided that such months are not consecutive. The deferred rent is subject to interest at the rate of 11% per annum, and is secured by a second priority lien on Shopko's interests in its assets.
CMBS Debt Issuance
On January 22, 2018, the Company entered into a new non-recourse loan agreement with Société Générale and Barclays Bank PLC as lenders, which is collateralized by a single distribution center property located in Katy, Texas. The loan has a term of 10 years to maturity with an interest rate based on the 10-year mid-market swap rate (or Treasury rate, whichever is greater) plus a spread of 245 basis points. As a result of the issuance, the Company received approximately $84 million in proceeds.
Master Trust 2014 Notes Re-Pricing
On January 23, 2018, the Company re-priced a private offering of the Master Trust 2014 Series 2017-1 Class B notes (the “Class B Notes”) with $132.0 million aggregate principal. As a result, the interest rate on the Class B Notes will be reduced from 6.35% to 5.49%, while the other terms of the Class B Notes will remain unchanged. The Master Trust 2014 Series 2017-1 Class A notes were unaffected by the re-pricing of the Class B Notes. In connection with the re-pricing of the Class B Notes, the Company received $8.2 million in additional proceeds, that reduced the discount on the underlying debt, which the Company expects to distribute to Spirit prior to the Spin-Off.
Resolution of Defaulted Loans
In January 2018, five underperforming properties with a net book value of $12.4 million were disposed of in foreclosure proceedings. In connection with the disposals $33.6 million in debt was resolved.

121


PART III
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
SPIRIT REALTY CAPITAL, INC.
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of Spirit Realty Capital, Inc.'s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness as of December 31, 2017 of the design and operation of Spirit Realty Capital, Inc.'s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2017, that the design and operation of these disclosure controls and procedures were effective at the reasonable assurance level.
Management's Report on Internal Control over Financial Reporting
Management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for Spirit Realty Capital, Inc. Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - 2013 Integrated Framework to assess the effectiveness of Spirit Realty Capital, Inc.'s internal control over financial reporting. Based upon the assessments, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2017, internal control over financial reporting was effective.
Ernst & Young LLP, Spirit Realty Capital, Inc.'s independent registered public accounting firm, audited Spirit Realty Capital, Inc.'s financial statements included in this Annual Report on Form 10-K and has issued an attestation report on Spirit Realty Capital, Inc.'s effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes to Spirit Realty Capital, Inc.'s internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, Spirit Realty Capital, Inc.'s internal control over financial reporting.
SPIRIT REALTY, L.P.
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of Spirit Realty, L.P.'s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness as of December 31, 2017 of the design and operation of Spirit Realty, L.P.'s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2017, that the design and operation of these disclosure controls and procedures were effective at the reasonable assurance level.
Management's Report on Internal Control over Financial Reporting
Management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for Spirit Realty, L.P. Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - 2013 Integrated Framework to assess the effectiveness of Spirit Realty, L.P.'s internal control over financial reporting. Based upon the assessments, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2017, internal control over financial reporting was effective.

122


Changes in Internal Control over Financial Reporting
There were no changes to Spirit Realty, L.P.'s internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, Spirit Realty, L.P.'s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information
None.

123


Item 10. Directors, Executive Officers and Corporate Governance
The information concerning our directors and executive officers required by Item 10 will be included in the Proxy Statement to be filed relating to our 2018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 2018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information concerning our security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our 2018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 2018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2018 Annual Meeting of Stockholders and is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) and (2)    
Financial Statements and Schedules. The following documents are filed as a part of this report (see Item 8):
Reports of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2017 and 2016.
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015.
Notes to Consolidated Financial Statements.
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2017.
Schedule IV - Mortgage Loans on Real Estate as of December 31, 2017.

All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and the notes thereto.

124



(b)    Exhibits.
Exhibit No.
 
Description
 
 
 
1.1
 
 
2.1
 
 
2.2
 
 
3.1
 
 
3.2
 
 
3.3
 
 
3.4
 
 
3.5
 
 
3.6
 
 
4.1
 
 
4.2
 
 
4.3
 
 
4.4
 
 
4.5
 
 
4.6
 
 

125


Exhibit No.
 
Description
 
4.7
 
 
4.8
 
 
4.9
 
 
4.10
 
 
4.11
 
 
4.12
 
 
4.13
 
 
4.14
 
 
4.15
 
 
4.16
 
 
4.17
 
 
4.18*
 
 
4.19*
 
 
4.20*
 
 
4.21*
 
 

126


Exhibit No.
 
Description
 
10.1
 
 
10.2
 
 
10.3
 
 
10.4
 
 
10.5
 
 
10.6
 
 
10.7
 
 
10.8
 
 
10.9
 
 
10.10
 
 
10.11
 
 
10.12
 
 
10.13
 
 
10.14

 
 
10.15
 
 

127


Exhibit No.
 
Description
 
10.16
 
 
10.17
 
 
10.18
 
 
10.19
 
 
10.20
 
 
10.21
 
 
10.22
 
 
10.23
 
 
10.24
 
 
10.25
 
 
10.26
 
 
10.27
 
 
10.28
 
 
10.29
 
 
10.30
 
 

128


Exhibit No.
 
Description
 
10.31
 
 
10.32
 
 
10.33
 
 
10.34
 
 
10.35
 
 
10.36
 
 
10.37
 
 
10.38
 
 
10.39
 
 
10.40
 
 
10.41*
 
 
12.1*
 
 
14.1
 
 
16.1
 
 
21.1*
 
 
23.1*
 
 
23.2*
 
 
31.1*
 
 

129


Exhibit No.
 
Description
 
31.2*
 
 
31.3*
 
 
31.4*
 
 
32.1*
 
 
32.2*
 
 
101.1**
The following financial information from Spirit Realty Capital, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (loss), (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
*
Filed herewith.
**
Pursuant to applicable securities laws and regulations, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.

130

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed



10 Box
Rogers, AR
 
(a)
 
1,028

 
1,685

 

 

 
1,028

 
1,685

 
2,713

 
(351
)
 
1994
 
03/31/14
 
6 to 20 Years
24 Hour Fitness
Aurora, CO
 
(d)
 
1,452

 
4,413

 

 

 
1,452

 
4,413

 
5,865

 
(726
)
 
1995
 
07/17/13
 
11 to 30 Years
24 Hour Fitness
Lancaster, CA
 
(d)
 
6,982

 
9,255

 

 

 
6,982

 
9,255

 
16,237

 
(1,118
)
 
1987
 
05/07/15
 
9 to 30 Years
3rd Realm Extreme Air Sports
Little Rock, AR
 
(d)
 
1,489

 
3,888

 

 

 
1,489

 
3,888

 
5,377

 
(30
)
 
2017
 
09/29/17
 
15 to 40 Years
Aaron's
Essex, MD
 
(b)
 
294

 
1,973

 

 

 
294

 
1,973

 
2,267

 
(222
)
 
1998
 
07/17/13
 
10 to 45 Years
Aaron's
Charlotte, NC
 
(b)
 
371

 
598

 

 

 
371

 
598

 
969

 
(158
)
 
1957
 
07/17/13
 
8 to 25 Years
Aaron's
Anderson, SC
 
(b)
 
351

 
966

 

 

 
351

 
966

 
1,317

 
(140
)
 
1992
 
07/17/13
 
10 to 41 Years
Aaron's
Hartsville, SC
 
(b)
 
536

 
813

 

 

 
536

 
813

 
1,349

 
(207
)
 
2007
 
07/17/13
 
10 to 37 Years
Aaron's
Griffin, GA
 
(b)
 
459

 
1,322

 

 

 
459

 
1,322

 
1,781

 
(183
)
 
2007
 
07/17/13
 
10 to 49 Years
Aaron's
Sandersville, GA
 
(b)
 
503

 
751

 

 

 
503

 
751

 
1,254

 
(137
)
 
2006
 
07/17/13
 
10 to 45 Years
Aaron's
Grovetown, GA
 
(b)
 
425

 
933

 

 

 
425

 
933

 
1,358

 
(149
)
 
2007
 
07/17/13
 
10 to 45 Years
Aaron's
Largo, FL
 
(b)
 
758

 
1,025

 

 

 
758

 
1,025

 
1,783

 
(162
)
 
1999
 
07/17/13
 
9 to 36 Years
Aaron's
Okeechobee, FL
 
(b)
 
409

 
1,298

 

 

 
409

 
1,298

 
1,707

 
(174
)
 
2006
 
07/17/13
 
10 to 47 Years
Aaron's
Chiefland, FL
 
(b)
 
376

 
1,206

 

 

 
376

 
1,206

 
1,582

 
(182
)
 
2007
 
07/17/13
 
10 to 47 Years
Aaron's
Clanton, AL
 
(b)
 
350

 
816

 

 

 
350

 
816

 
1,166

 
(127
)
 
2007
 
07/17/13
 
10 to 46 Years
Aaron's
Forrest City, AR
 
(b)
 
331

 
860

 

 

 
331

 
860

 
1,191

 
(123
)
 
2002
 
07/17/13
 
10 to 45 Years
Aaron's
Baton Rouge, LA
 
(b)
 
328

 
996

 

 

 
328

 
996

 
1,324

 
(164
)
 
1999
 
07/17/13
 
10 to 40 Years
Aaron's
Shreveport, LA
 
(b)
 
374

 
490

 

 

 
374

 
490

 
864

 
(160
)
 
2001
 
07/17/13
 
10 to 31 Years
Aaron's
Beeville, TX
 
(b)
 
101

 
1,814

 

 

 
101

 
1,814

 
1,915

 
(197
)
 
2004
 
07/17/13
 
10 to 45 Years
Aaron's
Mansfield, TX
 
(b)
 
859

 
599

 

 

 
859

 
599

 
1,458

 
(138
)
 
2007
 
07/17/13
 
10 to 34 Years
Aaron's
Navasota, TX
 
(b)
 
322

 
868

 

 

 
322

 
868

 
1,190

 
(146
)
 
2007
 
07/17/13
 
10 to 44 Years
Aaron's
Wilton, NY
 
(b)
 
1,348

 
2,165

 

 

 
1,348

 
2,165

 
3,513

 
(685
)
 
2000
 
07/17/13
 
8 to 27 Years
Aaron's
Rome, NY
 
(b)
 
436

 
699

 

 

 
436

 
699

 
1,135

 
(164
)
 
1996
 
07/17/13
 
10 to 28 Years
Aaron's
Rensselaer, NY
 
(b)
 
705

 
657

 

 

 
705

 
657

 
1,362

 
(418
)
 
1971
 
07/17/13
 
3 to 13 Years
Aaron's
Calumet City, IL
 
(b)
 
393

 
949

 

 

 
393

 
949

 
1,342

 
(176
)
 
1977
 
07/17/13
 
9 to 32 Years
Aaron's
Alamogordo, NM
 
(b)
 
476

 
560

 

 

 
476

 
560

 
1,036

 
(143
)
 
2006
 
07/17/13
 
8 to 40 Years
Aaron's
Mineral Wells, TX
 
(b)
 
448

 
878

 

 

 
448

 
878

 
1,326

 
(148
)
 
2008
 
07/17/13
 
10 to 42 Years
Aaron's
Sweetwater, TX
 
(b)
 
415

 
1,097

 

 

 
415

 
1,097

 
1,512

 
(165
)
 
2006
 
07/17/13
 
10 to 47 Years
Aaron's
Harrisonville, MO
 
(b)
 
316

 
466

 

 

 
316

 
466

 
782

 
(130
)
 
1996
 
07/17/13
 
8 to 33 Years
Aaron's
Wichita, KS
 
(b)
 
236

 
741

 

 

 
236

 
741

 
977

 
(105
)
 
1990
 
07/17/13
 
10 to 42 Years

131

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Above All Extreme Air Sports
Brentwood, TN
 
(d)
 
2,292

 
2,273

 

 
2

 
2,292

 
2,275

 
4,567

 
(339
)
 
1970
 
09/30/15
 
9 to 20 Years
ABRA
Suwanee, GA
 
(a)
 
480

 
1,350

 

 

 
480

 
1,350

 
1,830

 
(239
)
 
1986
 
10/21/13
 
13 to 30 Years
Academy Sports
Macon, GA
 
(d)
 
1,921

 
4,890

 

 

 
1,921

 
4,890

 
6,811

 
(1,027
)
 
2005
 
07/17/13
 
10 to 30 Years
Academy Sports
Katy, TX
 
(d)
 
13,144

 
96,194

 

 

 
13,144

 
96,194

 
109,338

 
(14,219
)
 
1976
 
07/17/13
 
8 to 34 Years
Academy Sports
North Richland Hills, TX
 
(d)
 
1,950

 
5,451

 

 

 
1,950

 
5,451

 
7,401

 
(288
)
 
1996
 
07/17/13
 
30 to 30 Years
Academy Sports
Lufkin, TX
 
(c)
 
1,922

 
2,735

 

 

 
1,922

 
2,735

 
4,657

 
(623
)
 
2003
 
07/17/13
 
9 to 30 Years
Academy Sports
Greenville, TX
 
(a)
 
2,229

 
5,182

 

 
37

 
2,229

 
5,219

 
7,448

 
(232
)
 
2016
 
12/07/16
 
14 to 40 Years
Accel International
Meridian, CT
 
(d)
 
1,766

 
7,848

 

 

 
1,766

 
7,848

 
9,614

 
(955
)
 
1997
 
12/17/14
 
15 to 30 Years
Accel International
Avila, IN
 
(d)
 
642

 
4,958

 

 

 
642

 
4,958

 
5,600

 
(570
)
 
1990
 
12/17/14
 
15 to 30 Years
Adult & Pediatric Orthopedics
Vernon Hills, IL
 
(a)
 
992

 
5,020

 

 

 
992

 
5,020

 
6,012

 
(702
)
 
1991
 
03/31/14
 
15 to 30 Years
Advance Auto Parts
Columbia Heights, MN
 
(d)
 
510

 
1,314

 

 

 
510

 
1,314

 
1,824

 
(186
)
 
2006
 
07/17/13
 
7 to 43 Years
Advance Auto Parts
Duluth, MN
 
(d)
 
207

 
1,462

 

 

 
207

 
1,462

 
1,669

 
(168
)
 
2006
 
07/17/13
 
7 to 48 Years
Advance Auto Parts
Grand Forks, ND
 
(d)
 
287

 
1,132

 

 

 
287

 
1,132

 
1,419

 
(183
)
 
2005
 
07/17/13
 
7 to 45 Years
Advance Auto Parts
Fergus Falls, MN
 
(d)
 
294

 
978

 

 

 
294

 
978

 
1,272

 
(141
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Holland Charter Township, MI
 
(d)
 
493

 
1,212

 

 

 
493

 
1,212

 
1,705

 
(159
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Holland, MI
 
(d)
 
542

 
1,384

 

 

 
542

 
1,384

 
1,926

 
(190
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Zeeland, MI
 
(d)
 
490

 
1,136

 

 

 
490

 
1,136

 
1,626

 
(162
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Rainsville, AL
 
(b)
 
251

 
1,073

 

 

 
251

 
1,073

 
1,324

 
(172
)
 
2005
 
07/17/13
 
7 to 42 Years
Advance Auto Parts
Grand Bay, AL
 
(b)
 
226

 
1,242

 

 

 
226

 
1,242

 
1,468

 
(162
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Hurley, MS
 
(b)
 
265

 
1,052

 

 

 
265

 
1,052

 
1,317

 
(162
)
 
2006
 
07/17/13
 
7 to 45 Years
Advance Auto Parts
Ashland, KY
 
(b)
 
613

 
1,284

 

 

 
613

 
1,284

 
1,897

 
(194
)
 
2006
 
07/17/13
 
8 to 48 Years
Advance Auto Parts
Jackson, OH
 
(b)
 
397

 
1,251

 

 

 
397

 
1,251

 
1,648

 
(180
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
New Boston, OH
 
(b)
 
345

 
1,538

 

 

 
345

 
1,538

 
1,883

 
(191
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Maryland Heights, MO
 
(b)
 
522

 
1,155

 

 

 
522

 
1,155

 
1,677

 
(171
)
 
2005
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Scottsburg, IN
 
(b)
 
238

 
665

 

 

 
238

 
665

 
903

 
(107
)
 
2006
 
07/17/13
 
8 to 43 Years
Advance Auto Parts
Charlotte, NC
 
(b)
 
403

 
1,146

 

 

 
403

 
1,146

 
1,549

 
(195
)
 
2008
 
07/17/13
 
12 to 43 Years
Advance Auto Parts
Irvington, NJ
 
(b)
 
1,605

 
1,912

 

 

 
1,605

 
1,912

 
3,517

 
(277
)
 
2006
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Midwest City, OK
 
(b)
 
353

 
815

 

 

 
353

 
815

 
1,168

 
(139
)
 
2007
 
07/17/13
 
9 to 44 Years

132

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Advance Auto Parts
Penns Grove, NJ
 
(b)
 
612

 
1,564

 

 

 
612

 
1,564

 
2,176

 
(215
)
 
2006
 
07/17/13
 
8 to 47 Years
Advance Auto Parts
St. Francis, WI
 
(b)
 
532

 
1,557

 

 

 
532

 
1,557

 
2,089

 
(235
)
 
2006
 
07/17/13
 
8 to 48 Years
Advance Auto Parts
Willingboro, NJ
 
(b)
 
784

 
1,369

 

 

 
784

 
1,369

 
2,153

 
(231
)
 
2007
 
07/17/13
 
9 to 47 Years
Advance Auto Parts
Dunellen, NJ
 
(b)
 
1,177

 
1,973

 

 

 
1,177

 
1,973

 
3,150

 
(243
)
 
2008
 
07/17/13
 
10 to 48 Years
Advance Auto Parts
Greenfield, IN
 
(a)
 
458

 
996

 

 

 
458

 
996

 
1,454

 
(146
)
 
2003
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Trenton, OH
 
(a)
 
324

 
842

 

 

 
324

 
842

 
1,166

 
(134
)
 
2003
 
07/17/13
 
7 to 47 Years
Advance Auto Parts
Atmore, AL
 
(d)
 
417

 
444

 

 

 
417

 
444

 
861

 
(38
)
 
1995
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Theodore, AL
 
(d)
 
549

 
755

 

 

 
549

 
755

 
1,304

 
(46
)
 
1996
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Hialeah, FL
 
(d)
 
682

 
1,054

 

 

 
682

 
1,054

 
1,736

 
(58
)
 
1998
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
New Smyrna Beach, FL
 
(d)
 
774

 
818

 

 

 
774

 
818

 
1,592

 
(46
)
 
1999
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Margate, FL
 
(d)
 
480

 
507

 

 

 
480

 
507

 
987

 
(32
)
 
1991
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Fort Lauderdale, FL
 
(d)
 
772

 
1,005

 

 

 
772

 
1,005

 
1,777

 
(60
)
 
1996
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Tampa, FL
 
(d)
 
721

 
1,055

 

 

 
721

 
1,055

 
1,776

 
(56
)
 
1997
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Gibsonton, FL
 
(d)
 
526

 
448

 

 

 
526

 
448

 
974

 
(45
)
 
1999
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Dayton, OH
 
(d)
 
317

 
572

 

 

 
317

 
572

 
889

 
(38
)
 
1998
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Castle Shannon, PA
 
(d)
 
620

 
732

 

 

 
620

 
732

 
1,352

 
(54
)
 
1998
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Burlington, IA
 
(d)
 
467

 
737

 

 

 
467

 
737

 
1,204

 
(39
)
 
1989
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Camilla, GA
 
(d)
 
419

 
412

 

 

 
419

 
412

 
831

 
(32
)
 
1995
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Savannah, GA
 
(d)
 
688

 
492

 

 

 
688

 
492

 
1,180

 
(39
)
 
1995
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Columbus, GA
 
(d)
 
628

 
769

 

 

 
628

 
769

 
1,397

 
(48
)
 
1998
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Waynesboro, GA
 
(d)
 
330

 
1,015

 

 

 
330

 
1,015

 
1,345

 
(48
)
 
1995
 
07/22/16
 
7 to 50 Years
Advance Auto Parts
Blakeley, GA
 
(d)
 
169

 
887

 

 

 
169

 
887

 
1,056

 
(39
)
 
1995
 
07/22/16
 
7 to 50 Years
Advance Auto Parts
Richmond Hill, GA
 
(d)
 
418

 
701

 

 

 
418

 
701

 
1,119

 
(48
)
 
1995
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Augusta, GA
 
(d)
 
482

 
750

 

 

 
482

 
750

 
1,232

 
(46
)
 
1998
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Kingsland, GA
 
(d)
 
1,037

 
997

 

 

 
1,037

 
997

 
2,034

 
(53
)
 
1998
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Griffin, GA
 
(d)
 
441

 
1,142

 

 

 
441

 
1,142

 
1,583

 
(55
)
 
1998
 
07/22/16
 
7 to 50 Years
Advance Auto Parts
College Park, GA
 
(d)
 
386

 
506

 

 

 
386

 
506

 
892

 
(41
)
 
1998
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Leesburg, GA
 
(d)
 
435

 
494

 

 

 
435

 
494

 
929

 
(51
)
 
1999
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Covington, LA
 
(d)
 
507

 
426

 

 

 
507

 
426

 
933

 
(38
)
 
1998
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Alton, IL
 
(d)
 
346

 
553

 

 

 
346

 
553

 
899

 
(42
)
 
1997
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
St. Louis, MO
 
(d)
 
607

 
505

 

 

 
607

 
505

 
1,112

 
(42
)
 
1997
 
07/22/16
 
7 to 30 Years

133

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Advance Auto Parts
Hattiesburg, MS
 
(d)
 
452

 
821

 

 

 
452

 
821

 
1,273

 
(39
)
 
1997
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Clinton, MS
 
(d)
 
569

 
693

 

 

 
569

 
693

 
1,262

 
(49
)
 
1998
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Jackson, MS
 
(d)
 
396

 
423

 

 

 
396

 
423

 
819

 
(30
)
 
1998
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Natchez, MS
 
(d)
 
509

 
754

 

 

 
509

 
754

 
1,263

 
(39
)
 
1998
 
07/22/16
 
7 to 40 Years
Advance Auto Parts
Newton, MS
 
(d)
 
336

 
443

 

 

 
336

 
443

 
779

 
(32
)
 
1998
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Wiggins, MS
 
(d)
 
279

 
630

 

 

 
279

 
630

 
909

 
(41
)
 
1965
 
07/22/16
 
7 to 30 Years
Advance Auto Parts
Denmark, SC
 
(d)
 
439

 
504

 

 

 
439

 
504

 
943

 
(40
)
 
1996
 
07/22/16
 
7 to 30 Years
Affordable Care, Inc.
Lincoln, NE
 
(a)
 
711

 
825

 

 

 
711

 
825

 
1,536

 
(89
)
 
2010
 
08/07/15
 
8 to 40 Years
Affordable Care, Inc.
Bellevue, NE
 
(a)
 
560

 
446

 

 

 
560

 
446

 
1,006

 
(60
)
 
2008
 
08/07/15
 
5 to 40 Years
Aggregate Industries
Annapolis Junction, MD
 
(a)
 
2,245

 
1,105

 
(1,535
)
 
(547
)
 
710

 
558

 
1,268

 
(254
)
 
1930
 
09/29/06
 
15 to 30 Years
Airstrike Extreme Air Sports
Augusta, GA
 
(d)
 
1,081

 
1,488

 

 

 
1,081

 
1,488

 
2,569

 
(288
)
 
1998
 
09/30/15
 
10 to 20 Years
Alabama Clinics
Dothan, AL
 
(d)
 
695

 
1,707

 

 
20

 
695

 
1,727

 
2,422

 
(242
)
 
2012
 
12/21/16
 
1 to 40 Years
Albertsons
Boise, ID
 
(d)
 
1,470

 
2,280

 

 

 
1,470

 
2,280

 
3,750

 
(573
)
 
1982
 
12/17/13
 
4 to 20 Years
Albertsons
Las Cruces, NM
 
(d)
 
1,132

 
2,765

 

 

 
1,132

 
2,765

 
3,897

 
(499
)
 
1983
 
12/17/13
 
5 to 30 Years
Albertsons
Midland, TX
 
(d)
 
1,498

 
3,096

 

 

 
1,498

 
3,096

 
4,594

 
(764
)
 
1983
 
12/17/13
 
5 to 20 Years
Albertsons
Lompoc, CA
 
(d)
 
2,743

 
8,316

 

 

 
2,743

 
8,316

 
11,059

 
(861
)
 
1992
 
06/15/15
 
15 to 30 Years
Albertsons
Tigard, OR
 
(d)
 
5,515

 
4,279

 

 

 
5,515

 
4,279

 
9,794

 
(482
)
 
1998
 
04/01/15
 
15 to 30 Years
Albertsons
Lake Oswego, OR
 
(d)
 
4,257

 
5,891

 

 

 
4,257

 
5,891

 
10,148

 
(470
)
 
1965
 
03/18/15
 
15 to 40 Years
Albertsons
Walla Walla, WA
 
(d)
 
1,964

 
8,420

 

 

 
1,964

 
8,420

 
10,384

 
(719
)
 
1972
 
03/02/15
 
15 to 40 Years
Aldi
Tupelo, MS
 
(b)
 
1,131

 
1,176

 
(372
)
 
(435
)
 
759

 
741

 
1,500

 
(48
)
 
1995
 
07/17/13
 
4 to 12 Years
Allstate Insurance Company
Yuma, AZ
 
(c)
 
2,583

 
5,221

 

 

 
2,583

 
5,221

 
7,804

 
(1,019
)
 
2007
 
07/17/13
 
4 to 46 Years
AMC Theatres
Phoenix, AZ
 
(a)
 
2,652

 
11,495

 

 

 
2,652

 
11,495

 
14,147

 
(3,228
)
 
1997
 
07/01/05
 
12 to 40 Years
AMC Theatres
Yukon, OK
 
(c)
 
1,082

 
3,538

 

 

 
1,082

 
3,538

 
4,620

 
(669
)
 
2007
 
07/17/13
 
8 to 33 Years
AMC Theatres
Covina, CA
 
(d)
 
5,566

 
26,922

 

 

 
5,566

 
26,922

 
32,488

 
(7,571
)
 
1997
 
06/23/04
 
13 to 40 Years
AMC Theatres
Surprise, AZ
 
(a)
 
2,918

 
7,122

 

 

 
2,918

 
7,122

 
10,040

 
(567
)
 
2008
 
11/10/15
 
13 to 40 Years
AMC Theatres
South Bend, IN
 
(a)
 
4,352

 
9,411

 

 
21

 
4,352

 
9,432

 
13,784

 
(1,099
)
 
1997
 
01/04/16
 
6 to 30 Years
American Lubefast
Waycross, GA
 
(a)
 
380

 
142

 

 

 
380

 
142

 
522

 
(54
)
 
1998
 
12/10/13
 
15 to 30 Years
American Lubefast
Opelika, AL
 
(b)
 
503

 
628

 

 

 
503

 
628

 
1,131

 
(303
)
 
1995
 
09/07/07
 
15 to 30 Years

134

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


American Lubefast
Montgomery, AL
 
(b)
 
398

 
626

 

 

 
398

 
626

 
1,024

 
(287
)
 
1997
 
09/07/07
 
15 to 30 Years
American Lubefast
Marianna, FL
 
(b)
 
283

 
452

 

 

 
283

 
452

 
735

 
(186
)
 
1994
 
09/07/07
 
15 to 40 Years
American Lubefast
Montgomery, AL
 
(b)
 
241

 
628

 

 

 
241

 
628

 
869

 
(263
)
 
1997
 
09/07/07
 
15 to 30 Years
American Lubefast
Auburn, AL
 
(b)
 
676

 
647

 

 

 
676

 
647

 
1,323

 
(324
)
 
1995
 
09/07/07
 
15 to 30 Years
American Lubefast
Montgomery, AL
 
(b)
 
422

 
857

 

 

 
422

 
857

 
1,279

 
(361
)
 
1992
 
09/07/07
 
15 to 30 Years
American Lubefast
Albany, GA
 
(b)
 
242

 
572

 

 

 
242

 
572

 
814

 
(188
)
 
1982
 
09/07/07
 
15 to 40 Years
American Lubefast
Dothan, AL
 
(b)
 
162

 
659

 

 

 
162

 
659

 
821

 
(268
)
 
1996
 
09/07/07
 
15 to 30 Years
American Lubefast
Montgomery, AL
 
(b)
 
303

 
636

 

 

 
303

 
636

 
939

 
(274
)
 
1996
 
09/07/07
 
15 to 30 Years
American Lubefast
Crestview, FL
 
(b)
 
544

 
743

 

 

 
544

 
743

 
1,287

 
(308
)
 
1975
 
09/07/07
 
15 to 30 Years
American Lubefast
Montgomery, AL
 
(b)
 
275

 
528

 

 

 
275

 
528

 
803

 
(245
)
 
1988
 
09/07/07
 
15 to 30 Years
American Lubefast
Moultrie, GA
 
(b)
 
179

 
271

 

 

 
179

 
271

 
450

 
(186
)
 
1983
 
09/07/07
 
15 to 20 Years
American Lubefast
Gulf Breeze, FL
 
(b)
 
296

 
457

 

 

 
296

 
457

 
753

 
(193
)
 
1993
 
09/07/07
 
15 to 30 Years
American Lubefast
Albany, GA
 
(b)
 
281

 
575

 

 

 
281

 
575

 
856

 
(272
)
 
1997
 
09/07/07
 
15 to 30 Years
American Lubefast
Pensacola, FL
 
(b)
 
238

 
564

 

 

 
238

 
564

 
802

 
(239
)
 
1994
 
09/07/07
 
15 to 30 Years
American Lubefast
Pensacola, FL
 
(b)
 
104

 
333

 

 

 
104

 
333

 
437

 
(151
)
 
1968
 
09/07/07
 
15 to 30 Years
American Lubefast
Niceville, FL
 
(b)
 
458

 
454

 

 

 
458

 
454

 
912

 
(167
)
 
1996
 
09/07/07
 
15 to 40 Years
American Lubefast
Milton, FL
 
(b)
 
137

 
577

 

 

 
137

 
577

 
714

 
(237
)
 
1986
 
09/07/07
 
15 to 30 Years
American Lubefast
Pensacola, FL
 
(b)
 
148

 
459

 

 

 
148

 
459

 
607

 
(190
)
 
1972
 
09/07/07
 
15 to 30 Years
American Lubefast
Pensacola, FL
 
(b)
 
195

 
569

 

 

 
195

 
569

 
764

 
(246
)
 
1983
 
09/07/07
 
15 to 30 Years
American Lubefast
Pensacola, FL
 
(b)
 
150

 
575

 

 

 
150

 
575

 
725

 
(245
)
 
1986
 
09/07/07
 
15 to 30 Years
American Lubefast
Spanish Fort, AL
 
(b)
 
563

 
607

 

 

 
563

 
607

 
1,170

 
(337
)
 
1993
 
09/07/07
 
15 to 30 Years
American Lubefast
Mobile, AL
 
(b)
 
89

 
501

 

 

 
89

 
501

 
590

 
(201
)
 
1982
 
11/30/07
 
15 to 30 Years
American Lubefast
Valdosta, GA
 
(b)
 
376

 
576

 

 

 
376

 
576

 
952

 
(262
)
 
1996
 
11/30/07
 
15 to 30 Years
American Lubefast
Ocean Springs, MS
 
(b)
 
145

 
186

 

 

 
145

 
186

 
331

 
(40
)
 
1988
 
07/17/13
 
15 to 30 Years
American Lubefast
Panama City, FL
 
(b)
 
378

 
252

 

 

 
378

 
252

 
630

 
(69
)
 
1997
 
07/17/13
 
15 to 30 Years
American Lubefast
Mobile, AL
 
(b)
 
157

 
508

 

 

 
157

 
508

 
665

 
(213
)
 
1982
 
09/07/07
 
15 to 30 Years
American Lubefast
Wetumpka, AL
 
(a)
 
185

 
332

 

 

 
185

 
332

 
517

 
(48
)
 
1995
 
06/24/14
 
12 to 30 Years
America's Auto Auction
Jacksonville, FL
 
(a)
 
3,170

 
938

 

 

 
3,170

 
938

 
4,108

 
(649
)
 
1989
 
12/28/05
 
15 to 30 Years
America's Auto Auction
Tulsa, OK
 
(a)
 
1,225

 
373

 

 

 
1,225

 
373

 
1,598

 
(745
)
 
1999
 
12/28/05
 
15 to 20 Years
America's Auto Auction
Greenville, SC
 
(a)
 
2,561

 
1,526

 

 

 
2,561

 
1,526

 
4,087

 
(1,443
)
 
1999
 
12/28/05
 
15 to 30 Years

135

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


America's Auto Auction
Irving, TX
 
(a)
 
7,348

 
970

 

 

 
7,348

 
970

 
8,318

 
(2,513
)
 
1960
 
09/01/09
 
12 to 27 Years
America's Auto Auction
Conroe, TX
 
(a)
 
4,338

 
448

 
955

 
145

 
5,293

 
593

 
5,886

 
(1,849
)
 
2005
 
09/01/09
 
12 to 47 Years
America's Auto Auction
Irving, TX
 
(a)
 
931

 
268

 

 

 
931

 
268

 
1,199

 
(190
)
 
1965
 
09/01/09
 
12 to 17 Years
America's Service Station
Dacula, GA
 
(a)
 
1,067

 
976

 

 

 
1,067

 
976

 
2,043

 
(130
)
 
2000
 
03/28/14
 
15 to 40 Years
America's Service Station
Farragut, TN
 
(a)
 
986

 
1,148

 

 

 
986

 
1,148

 
2,134

 
(166
)
 
2011
 
03/28/14
 
15 to 40 Years
Andy's Frozen Custard
Kansas City, MO
 
(d)
 
772

 
18

 

 
916

 
772

 
934

 
1,706

 
(47
)
 
1995
 
09/19/14
 
40 to 40 Years
Andy's Frozen Custard
Rogers, AR
 
(d)
 
334

 
884

 

 

 
334

 
884

 
1,218

 
(112
)
 
2005
 
09/30/14
 
15 to 30 Years
Andy's Frozen Custard
Naperville, IL
 
(d)
 
976

 

 
27

 
721

 
1,003

 
721

 
1,724

 
(6
)
 
2016
 
06/30/16
 
40 to 40 Years
Andy's Frozen Custard
Orland Park, IL
 
(d)
 
999

 

 

 

 
999

 

 
999

 

 
(f)
 
09/12/16
 
(f)
Anixter
Mattoon, IL
 
(a)
 
233

 
263

 

 

 
233

 
263

 
496

 
(224
)
 
1984
 
05/01/05
 
15 to 20 Years
Anixter
Fort Myers, FL
 
(a)
 
641

 
1,069

 

 

 
641

 
1,069

 
1,710

 
(603
)
 
1999
 
07/01/05
 
14 to 30 Years
Applebee's
Chicago, IL
 
(a)
 
1,675

 
1,112

 

 

 
1,675

 
1,112

 
2,787

 
(520
)
 
1999
 
12/29/06
 
15 to 30 Years
Applebee's
DeKalb, IL
 
(a)
 
1,423

 
1,552

 

 

 
1,423

 
1,552

 
2,975

 
(783
)
 
1996
 
12/29/06
 
15 to 30 Years
Applebee's
Joliet, IL
 
(a)
 
1,994

 
1,207

 

 

 
1,994

 
1,207

 
3,201

 
(694
)
 
1996
 
12/29/06
 
15 to 30 Years
Applebee's
Santa Fe, NM
 
(d)
 
2,120

 
2,033

 

 

 
2,120

 
2,033

 
4,153

 
(305
)
 
1997
 
07/17/13
 
13 to 40 Years
Applebee's
Augusta, GA
 
(d)
 
1,494

 
2,019

 

 

 
1,494

 
2,019

 
3,513

 
(301
)
 
2005
 
07/17/13
 
13 to 40 Years
Applebee's
Columbus, GA
 
(d)
 
1,199

 
1,911

 

 

 
1,199

 
1,911

 
3,110

 
(295
)
 
2005
 
07/17/13
 
13 to 40 Years
Applebee's
Albany, OR
 
(d)
 
913

 
1,951

 

 

 
913

 
1,951

 
2,864

 
(320
)
 
2005
 
07/17/13
 
12 to 35 Years
Applebee's
Macon, GA
 
(d)
 
838

 
1,723

 

 

 
838

 
1,723

 
2,561

 
(259
)
 
1995
 
07/17/13
 
13 to 40 Years
Applebee's
Walla Walla, WA
 
(d)
 
665

 
2,072

 

 

 
665

 
2,072

 
2,737

 
(359
)
 
2005
 
07/17/13
 
11 to 35 Years
Applebee's
Aurora, CO
 
(d)
 
1,017

 
1,743

 

 

 
1,017

 
1,743

 
2,760

 
(274
)
 
1998
 
07/17/13
 
13 to 35 Years
Applebee's
Colorado Springs, CO
 
(d)
 
937

 
1,120

 

 

 
937

 
1,120

 
2,057

 
(278
)
 
1998
 
07/17/13
 
8 to 25 Years
Applebee's
Columbus, GA
 
(d)
 
2,102

 
1,717

 

 

 
2,102

 
1,717

 
3,819

 
(242
)
 
1993
 
07/17/13
 
13 to 40 Years
Applebee's
Gallup, NM
 
(d)
 
937

 
2,277

 

 

 
937

 
2,277

 
3,214

 
(347
)
 
2004
 
07/17/13
 
13 to 40 Years
Applebee's
Warner Robins, GA
 
(d)
 
1,228

 
1,714

 

 

 
1,228

 
1,714

 
2,942

 
(273
)
 
1994
 
07/17/13
 
11 to 40 Years
Applebee's
Savannah, GA
 
(d)
 
1,112

 
1,727

 

 

 
1,112

 
1,727

 
2,839

 
(267
)
 
1993
 
07/17/13
 
13 to 40 Years

136

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Applebee's
Union Gap, WA
 
(d)
 
522

 
2,218

 

 

 
522

 
2,218

 
2,740

 
(284
)
 
2004
 
07/17/13
 
13 to 40 Years
Applebee's
Loveland, CO
 
(d)
 
602

 
1,913

 

 

 
602

 
1,913

 
2,515

 
(255
)
 
1997
 
07/17/13
 
12 to 40 Years
Applebee's
Littleton, CO
 
(d)
 
696

 
1,943

 

 

 
696

 
1,943

 
2,639

 
(282
)
 
1990
 
07/17/13
 
11 to 40 Years
Applebee's
Longview, WA
 
(d)
 
870

 
2,855

 

 

 
870

 
2,855

 
3,725

 
(394
)
 
2004
 
07/17/13
 
13 to 40 Years
Applebee's
Grand Junction, CO
 
(d)
 
1,363

 
1,990

 

 

 
1,363

 
1,990

 
3,353

 
(312
)
 
1995
 
07/17/13
 
10 to 40 Years
Applebee's
Garden City, GA
 
(d)
 
1,184

 
1,465

 

 

 
1,184

 
1,465

 
2,649

 
(238
)
 
1998
 
07/17/13
 
9 to 40 Years
Applebee's
Fountain, CO
 
(d)
 
861

 
2,226

 

 

 
861

 
2,226

 
3,087

 
(321
)
 
2005
 
07/17/13
 
12 to 38 Years
Applebee's
Aurora, CO
 
(d)
 
1,521

 
1,498

 

 

 
1,521

 
1,498

 
3,019

 
(290
)
 
1992
 
07/17/13
 
9 to 32 Years
Applebee's
Macon, GA
 
(d)
 
874

 
1,712

 

 

 
874

 
1,712

 
2,586

 
(269
)
 
1995
 
07/17/13
 
11 to 40 Years
Applebee's
Clovis, NM
 
(d)
 
861

 
2,172

 

 

 
861

 
2,172

 
3,033

 
(347
)
 
2005
 
07/17/13
 
13 to 40 Years
Arby's
Madisonville, KY
 
(a)
 
1,198

 
819

 
(95
)
 

 
1,103

 
819

 
1,922

 
(414
)
 
1990
 
09/24/04
 
15 to 30 Years
Arby's
Brunswick, GA
 
(a)
 
774

 
614

 

 

 
774

 
614

 
1,388

 
(410
)
 
1999
 
09/24/04
 
15 to 20 Years
Arby's
Tooele, UT
 
(a)
 
552

 
624

 

 

 
552

 
624

 
1,176

 
(476
)
 
1988
 
09/24/04
 
15 to 20 Years
Arby's
Jacksonville, FL
 
(a)
 
480

 
631

 

 

 
480

 
631

 
1,111

 
(325
)
 
1998
 
09/24/04
 
15 to 30 Years
Arby's
McDonough, GA
 
(a)
 
938

 
697

 

 

 
938

 
697

 
1,635

 
(393
)
 
1985
 
09/24/04
 
15 to 30 Years
Arby's
Cumming, GA
 
(a)
 
967

 
844

 

 

 
967

 
844

 
1,811

 
(452
)
 
1986
 
09/24/04
 
15 to 30 Years
Arby's
Indianapolis, IN
 
(a)
 
460

 
587

 

 

 
460

 
587

 
1,047

 
(278
)
 
1998
 
09/24/04
 
15 to 30 Years
Arby's
Jacksonville, FL
 
(a)
 
872

 
509

 

 

 
872

 
509

 
1,381

 
(366
)
 
1984
 
09/24/04
 
15 to 20 Years
Arby's
Statesboro, GA
 
(a)
 
779

 
777

 

 

 
779

 
777

 
1,556

 
(453
)
 
1985
 
09/24/04
 
15 to 20 Years
Arby's
Moncks Corner, SC
 
(a)
 
573

 
466

 

 

 
573

 
466

 
1,039

 
(368
)
 
1998
 
09/24/04
 
15 to 20 Years
Arby's
Jacksonville, FL
 
(a)
 
487

 
871

 

 

 
487

 
871

 
1,358

 
(509
)
 
1985
 
12/30/04
 
15 to 20 Years
Arby's
Orlando, FL
 
(a)
 
642

 
178

 

 

 
642

 
178

 
820

 
(254
)
 
1967
 
12/30/04
 
10 to 15 Years
Arby's
Winter Springs, FL
 
(a)
 
523

 
446

 

 

 
523

 
446

 
969

 
(345
)
 
1988
 
12/30/04
 
15 to 20 Years
Arby's
Lexington, KY
 
(a)
 
636

 
362

 

 

 
636

 
362

 
998

 
(422
)
 
1978
 
12/30/04
 
10 to 15 Years
Arby's
Eustis, FL
 
(a)
 
451

 
377

 

 

 
451

 
377

 
828

 
(440
)
 
1969
 
12/30/04
 
10 to 15 Years
Arby's
Lexington, KY
 
(a)
 
713

 
451

 

 

 
713

 
451

 
1,164

 
(529
)
 
1976
 
01/26/05
 
10 to 15 Years
Arby's
Crawfordsville, IN
 
(a)
 
557

 
624

 

 

 
557

 
624

 
1,181

 
(324
)
 
1998
 
09/23/05
 
15 to 30 Years
Arby's
Mooresville, IN
 
(a)
 
560

 
549

 

 

 
560

 
549

 
1,109

 
(411
)
 
1998
 
09/23/05
 
15 to 20 Years
Arby's
Martinsburg, WV
 
(a)
 
887

 
992

 

 

 
887

 
992

 
1,879

 
(489
)
 
1999
 
12/29/05
 
15 to 30 Years
Arby's
Mount Pleasant, MI
 
(a)
 
485

 
642

 

 

 
485

 
642

 
1,127

 
(309
)
 
1997
 
12/29/05
 
15 to 30 Years
Arby's
Sterling Heights, MI
 
(a)
 
866

 
960

 

 

 
866

 
960

 
1,826

 
(449
)
 
2000
 
12/29/05
 
15 to 30 Years

137

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Arby's
Rock Hill, SC
 
(a)
 
373

 
722

 

 

 
373

 
722

 
1,095

 
(458
)
 
1978
 
12/29/05
 
15 to 20 Years
Arby's
North Canton, OH
 
(a)
 
484

 
497

 
(14
)
 

 
470

 
497

 
967

 
(339
)
 
1989
 
12/29/06
 
15 to 20 Years
Arby's
Sun City, AZ
 
(a)
 
771

 
372

 

 
250

 
771

 
622

 
1,393

 
(284
)
 
1986
 
12/29/06
 
10 to 20 Years
Arby's
New Castle, PA
 
(b)
 
573

 
1,042

 

 

 
573

 
1,042

 
1,615

 
(286
)
 
1999
 
07/17/13
 
7 to 25 Years
Arby's
Nappanee, IN
 
(a)
 
301

 
413

 

 

 
301

 
413

 
714

 
(310
)
 
2005
 
12/21/07
 
15 to 20 Years
Arby's
Champlin, MN
 
(d)
 
710

 
408

 

 

 
710

 
408

 
1,118

 
(96
)
 
2004
 
03/20/15
 
8 to 20 Years
Arby's
Tyler, TX
 
(d)
 
355

 
663

 

 

 
355

 
663

 
1,018

 
(57
)
 
1980
 
12/29/15
 
15 to 30 Years
Arby's
Odessa, TX
 
(d)
 
499

 
941

 

 

 
499

 
941

 
1,440

 
(77
)
 
1982
 
12/29/15
 
15 to 30 Years
Arby's
Midland, TX
 
(d)
 
768

 
893

 

 

 
768

 
893

 
1,661

 
(75
)
 
1982
 
12/29/15
 
15 to 30 Years
Arby's
Amarillo, TX
 
(a)
 
538

 
615

 

 

 
538

 
615

 
1,153

 
(65
)
 
1985
 
12/29/15
 
15 to 30 Years
Area 51 Extreme Air Sports
Baton Rouge, LA
 
(d)
 
1,076

 
2,289

 

 

 
1,076

 
2,289

 
3,365

 
(186
)
 
2015
 
11/13/15
 
10 to 40 Years
Ashley Furniture
Abilene, TX
 
(a)
 
1,316

 
2,649

 

 

 
1,316

 
2,649

 
3,965

 
(1,019
)
 
2000
 
05/19/05
 
15 to 40 Years
Ashley Furniture
El Paso, TX
 
(a)
 
1,536

 
3,852

 

 

 
1,536

 
3,852

 
5,388

 
(1,717
)
 
1973
 
07/01/05
 
14 to 30 Years
Ashley Furniture
Amarillo, TX
 
(d)
 
1,481

 
4,999

 

 

 
1,481

 
4,999

 
6,480

 
(947
)
 
2001
 
07/17/13
 
9 to 36 Years
Ashley Furniture
Anderson, SC
 
(c)
 
870

 
1,909

 

 

 
870

 
1,909

 
2,779

 
(355
)
 
2006
 
07/17/13
 
8 to 40 Years
Ashley Furniture
Mount Juliet, TN
 
(d)
 
2,049

 
4,604

 

 

 
2,049

 
4,604

 
6,653

 
(663
)
 
2008
 
07/17/13
 
10 to 45 Years
At Home
Broomfield, CO
 
(d)
 
4,538

 
4,675

 

 

 
4,538

 
4,675

 
9,213

 
(479
)
 
1995
 
08/01/16
 
9 to 20 Years
At Home
Corpus Christi, TX
 
(d)
 
3,734

 
4,949

 

 

 
3,734

 
4,949

 
8,683

 
(562
)
 
1986
 
08/01/16
 
8 to 20 Years
At Home
Jenison, MI
 
(d)
 
2,303

 
5,743

 

 
88

 
2,303

 
5,831

 
8,134

 
(404
)
 
1989
 
08/01/16
 
8 to 30 Years
At Home
Buford, GA
 
(d)
 
1,940

 
4,704

 

 

 
1,940

 
4,704

 
6,644

 
(314
)
 
1984
 
08/01/16
 
8 to 30 Years
At Home
Lubbock, TX
 
(a)
 
4,585

 
4,550

 

 
35

 
4,585

 
4,585

 
9,170

 
(423
)
 
1985
 
11/15/16
 
6 to 20 Years
At Home
Louisville, KY
 
(d)
 
4,726

 
5,210

 

 
13

 
4,726

 
5,223

 
9,949

 
(361
)
 
1984
 
12/20/16
 
9 to 20 Years
At Home
Mesa, AZ
 
(d)
 
4,067

 
4,321

 

 
13

 
4,067

 
4,334

 
8,401

 
(340
)
 
2002
 
12/20/16
 
10 to 20 Years
AT&T
Santa Clara, CA
 
(d)
 
2,873

 
8,252

 

 

 
2,873

 
8,252

 
11,125

 
(1,153
)
 
2002
 
07/17/13
 
5 to 48 Years
ATC Fitness
Southaven, MS
 
(d)
 
1,187

 
1,817

 

 

 
1,187

 
1,817

 
3,004

 
(243
)
 
2014
 
09/17/14
 
15 to 40 Years
Austin's Park N Pizza Experience
Pflugerville, TX
 
(a)
 
6,182

 
1,349

 

 

 
6,182

 
1,349

 
7,531

 
(366
)
 
2003
 
08/29/14
 
15 to 30 Years
AutoStart
Kansas City, MO
 
(d)
 
1,310

 
1,824

 

 
6

 
1,310

 
1,830

 
3,140

 
(250
)
 
2001
 
12/18/15
 
15 to 20 Years
AutoStart
Kansas City, MO
 
(d)
 
620

 
1,280

 

 

 
620

 
1,280

 
1,900

 
(184
)
 
1978
 
12/31/15
 
15 to 20 Years
AutoStart
Overland Park, KS
 
(d)
 
1,390

 
320

 

 

 
1,390

 
320

 
1,710

 
(66
)
 
1967
 
03/11/16
 
7 to 20 Years
Avalon Flooring
Rio Grande, NJ
 
(d)
 
753

 
3,299

 

 

 
753

 
3,299

 
4,052

 
(307
)
 
2006
 
03/31/15
 
11 to 40 Years

138

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Axel's
Mendota, MN
 
(a)
 
536

 
963

 

 

 
536

 
963

 
1,499

 
(146
)
 
1995
 
05/22/14
 
15 to 30 Years
Axel's
Chanhassen, MN
 
(a)
 
1,439

 
784

 

 

 
1,439

 
784

 
2,223

 
(191
)
 
1953
 
05/22/14
 
15 to 30 Years
B&B Theatres
Kansas City, MO
 
(a)
 
2,543

 
7,943

 

 

 
2,543

 
7,943

 
10,486

 
(2,401
)
 
2003
 
07/01/05
 
14 to 50 Years
B&B Theatres
Lees Summit, MO
 
(a)
 
3,517

 
9,735

 

 

 
3,517

 
9,735

 
13,252

 
(3,527
)
 
1999
 
07/01/05
 
14 to 40 Years
B&B Theatres
Bixby, OK
 
(a)
 
5,585

 
10,101

 

 

 
5,585

 
10,101

 
15,686

 
(4,845
)
 
1998
 
07/01/05
 
14 to 30 Years
B&B Theatres
Overland Park, KS
 
(a)
 
4,935

 
12,281

 

 

 
4,935

 
12,281

 
17,216

 
(3,234
)
 
2004
 
08/01/09
 
10 to 57 Years
Bagger Dave's Burger Tavern
Grand Rapids, MI
 
(a)
 
986

 
524

 

 

 
986

 
524

 
1,510

 
(108
)
 
1985
 
10/31/14
 
14 to 30 Years
Bagger Dave's Burger Tavern
Berkley, MI
 
(a)
 
390

 
540

 

 

 
390

 
540

 
930

 
(85
)
 
1927
 
10/31/14
 
14 to 30 Years
Bank of America
Delray Beach, FL
 
(c)
 
3,831

 
16,789

 

 

 
3,831

 
16,789

 
20,620

 
(1,845
)
 
1975
 
07/17/13
 
8 to 50 Years
BE Aerospace
Winston-Salem, NC
 
(c)
 
927

 
3,455

 

 

 
927

 
3,455

 
4,382

 
(772
)
 
1987
 
07/17/13
 
5 to 40 Years
Bellefonte Primary Care
Grayson, KY
 
(d)
 
658

 
3,171

 

 

 
658

 
3,171

 
3,829

 
(397
)
 
2013
 
08/18/14
 
9 to 40 Years
Best Buy
Evanston, IL
 
(d)
 
3,275

 
5,338

 

 

 
3,275

 
5,338

 
8,613

 
(133
)
 
1993
 
07/17/13
 
30 to 30 Years
Best Buy
Fayetteville, NC
 
(c)
 
1,560

 
6,893

 

 

 
1,560

 
6,893

 
8,453

 
(1,009
)
 
1999
 
07/17/13
 
6 to 41 Years
Best Buy
Wichita, KS
 
(d)
 
3,368

 
6,312

 

 

 
3,368

 
6,312

 
9,680

 
(1,352
)
 
1984
 
07/17/13
 
7 to 29 Years
Best Buy
Las Cruces, NM
 
(d)
 
1,328

 
2,616

 

 

 
1,328

 
2,616

 
3,944

 
(418
)
 
2002
 
07/17/13
 
8 to 41 Years
Best Car Buys
Denver, CO
 
(d)
 
4,124

 
4,229

 

 

 
4,124

 
4,229

 
8,353

 
(337
)
 
1980
 
08/21/15
 
15 to 40 Years
Big Al's
Vancouver, WA
 
(a)
 
2,077

 
9,395

 

 

 
2,077

 
9,395

 
11,472

 
(928
)
 
2006
 
06/30/14
 
15 to 40 Years
Big Al's
Beaverton, OR
 
(a)
 
5,608

 
8,733

 

 

 
5,608

 
8,733

 
14,341

 
(986
)
 
2010
 
06/30/14
 
15 to 40 Years
Big Sandy Furniture
Hurricane, WV
 
(a)
 
727

 
3,005

 

 

 
727

 
3,005

 
3,732

 
(1,202
)
 
1998
 
08/27/09
 
12 to 27 Years
Big Sandy Furniture
Chillicothe, OH
 
(a)
 
499

 
2,296

 

 

 
499

 
2,296

 
2,795

 
(953
)
 
1995
 
08/27/09
 
12 to 27 Years
Big Sandy Furniture
South Point, OH
 
(a)
 
848

 
2,948

 

 

 
848

 
2,948

 
3,796

 
(1,207
)
 
1990
 
08/27/09
 
12 to 27 Years
Big Sandy Furniture
Portsmouth, OH
 
(a)
 
561

 
1,563

 

 

 
561

 
1,563

 
2,124

 
(680
)
 
1988
 
08/27/09
 
12 to 27 Years
Big Sandy Furniture
Ashland, KY
 
(a)
 
775

 
2,037

 

 

 
775

 
2,037

 
2,812

 
(851
)
 
1990
 
08/27/09
 
12 to 27 Years
Big Sandy Furniture
Parkersburg, WV
 
(d)
 
1,800

 
3,183

 

 

 
1,800

 
3,183

 
4,983

 
(1,480
)
 
1976
 
08/27/09
 
12 to 27 Years
Big Sandy Furniture
Ashland, KY
 
(d)
 
629

 
754

 

 

 
629

 
754

 
1,383

 
(364
)
 
1993
 
08/27/09
 
12 to 27 Years
Bi-Lo
Hartsville, SC
 
(d)
 
696

 
5,402

 

 

 
696

 
5,402

 
6,098

 
(610
)
 
1988
 
09/30/14
 
10 to 40 Years
BJ's Wholesale Club
Haverhill, MA
 
(d)
 
3,192

 
15,353

 

 

 
3,192

 
15,353

 
18,545

 
(2,730
)
 
2007
 
07/17/13
 
11 to 32 Years
BJ's Wholesale Club
Fort Lauderdale, FL
 
(d)
 
6,775

 
18,649

 

 

 
6,775

 
18,649

 
25,424

 
(2,871
)
 
2007
 
07/17/13
 
12 to 37 Years

139

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


BJ's Wholesale Club
Woodstock, GA
 
(c)
 
4,383

 
16,588

 

 

 
4,383

 
16,588

 
20,971

 
(3,016
)
 
2001
 
07/17/13
 
8 to 33 Years
BJ's Wholesale Club
Tampa, FL
 
(d)
 
4,810

 
10,220

 

 
35

 
4,810

 
10,255

 
15,065

 
(476
)
 
1993
 
01/10/17
 
10 to 30 Years
Black Angus Steakhouse
Glendale, AZ
 
(a)
 
1,480

 
1,329

 

 

 
1,480

 
1,329

 
2,809

 
(585
)
 
1996
 
06/25/04
 
15 to 30 Years
Blue Rhino
Tavares, FL
 
(a)
 
1,075

 
5,098

 

 

 
1,075

 
5,098

 
6,173

 
(1,809
)
 
2004
 
07/01/05
 
14 to 40 Years
Blue Rhino
Riverside, CA
 
(a)
 
1,203

 
6,254

 

 

 
1,203

 
6,254

 
7,457

 
(1,884
)
 
2004
 
07/01/05
 
14 to 40 Years
Bojangle's
Hickory, NC
 
(a)
 
1,105

 
851

 

 

 
1,105

 
851

 
1,956

 
(720
)
 
1995
 
12/29/06
 
13 to 28 Years
Bondcote
Pulaski, VA
 
(a)
 
333

 
1,536

 

 

 
333

 
1,536

 
1,869

 
(961
)
 
1967
 
12/11/06
 
15 to 20 Years
Bondcote
Dublin, VA
 
(a)
 
491

 
1,401

 

 

 
491

 
1,401

 
1,892

 
(929
)
 
1985
 
12/11/06
 
15 to 20 Years
Bonfire
Eagen, MN
 
(a)
 
724

 
1,230

 

 

 
724

 
1,230

 
1,954

 
(187
)
 
1996
 
05/22/14
 
15 to 30 Years
Bonfire
Woodbury, MN
 
(a)
 
3,165

 
1,707

 

 

 
3,165

 
1,707

 
4,872

 
(334
)
 
1995
 
05/22/14
 
15 to 30 Years
Books-A-Million
Rapid City, SD
 
(d)
 
575

 
2,568

 

 

 
575

 
2,568

 
3,143

 
(419
)
 
2001
 
07/17/13
 
2 to 45 Years
Boozman-Hof
Rogers, AR
 
(a)
 
2,014

 
2,313

 

 

 
2,014

 
2,313

 
4,327

 
(466
)
 
1988
 
11/14/13
 
13 to 30 Years
Boscovs
Voorhees, NJ
 
(a)
 
2,027

 
6,776

 

 

 
2,027

 
6,776

 
8,803

 
(2,313
)
 
1970
 
07/17/13
 
5 to 20 Years
Bricktown Brewery
Oklahoma City, OK
 
(a)
 
479

 
1,877

 

 
177

 
479

 
2,054

 
2,533

 
(388
)
 
1904
 
12/02/13
 
16 to 20 Years
Bricktown Brewery
Shawnee, OK
 
(a)
 
621

 
1,399

 

 

 
621

 
1,399

 
2,020

 
(226
)
 
1984
 
07/29/05
 
15 to 30 Years
Bridgestone Tire
Atlanta, GA
 
(a)
 
1,830

 
363

 

 

 
1,830

 
363

 
2,193

 
(144
)
 
1998
 
07/17/13
 
5 to 24 Years
Brookshire Brothers
Cleveland, TX
 
(d)
 
465

 
2,867

 

 

 
465

 
2,867

 
3,332

 
(1,734
)
 
1991
 
12/01/05
 
15 to 20 Years
Brookshire Brothers
Corrigan, TX
 
(d)
 
395

 
630

 

 

 
395

 
630

 
1,025

 
(442
)
 
1971
 
12/01/05
 
15 to 20 Years
Brookshire Brothers
Diboll, TX
 
(d)
 
775

 
872

 

 

 
775

 
872

 
1,647

 
(626
)
 
1974
 
12/01/05
 
15 to 20 Years
Brookshire Brothers
Lufkin, TX
 
(d)
 
1,178

 
352

 

 

 
1,178

 
352

 
1,530

 
(331
)
 
1977
 
12/01/05
 
15 to 20 Years
Brookshire Brothers
Navasota, TX
 
(d)
 
781

 
1,499

 

 

 
781

 
1,499

 
2,280

 
(702
)
 
1992
 
12/01/05
 
15 to 30 Years
Brookshire Brothers
Timpson, TX
 
(d)
 
253

 
312

 

 

 
253

 
312

 
565

 
(240
)
 
1978
 
12/01/05
 
15 to 20 Years
Brookshire Brothers
Alto, TX
 
(a)
 
204

 
464

 

 

 
204

 
464

 
668

 
(119
)
 
1996
 
03/31/14
 
7 to 20 Years
Brookshire Brothers
Buffalo, TX
 
(a)
 
522

 
987

 

 

 
522

 
987

 
1,509

 
(177
)
 
1990
 
03/31/14
 
7 to 30 Years
Brookshire Brothers
Groveton, TX
 
(a)
 
264

 
540

 

 

 
264

 
540

 
804

 
(107
)
 
1996
 
03/31/14
 
7 to 30 Years
Brookshire Brothers
Lorena, TX
 
(a)
 
657

 
751

 

 

 
657

 
751

 
1,408

 
(179
)
 
1999
 
03/31/14
 
7 to 20 Years
Brookshire Brothers
McGregor, TX
 
(a)
 
748

 
795

 

 

 
748

 
795

 
1,543

 
(207
)
 
1999
 
03/31/14
 
7 to 20 Years
Brookshire Brothers
Hallettsville, TX
 
(d)
 
550

 
1,545

 

 

 
550

 
1,545

 
2,095

 
(291
)
 
2004
 
03/31/14
 
10 to 30 Years
Bru Burger
Lexington, KY
 
(a)
 
1,267

 
944

 

 

 
1,267

 
944

 
2,211

 
(656
)
 
1996
 
02/26/07
 
14 to 30 Years
Buck's Sports Grill
Rawlins, WY
 
(a)
 
25

 
406

 

 

 
25

 
406

 
431

 
(240
)
 
1958
 
12/29/06
 
15 to 20 Years

140

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Buehler's Fresh Foods
Ashland, OH
 
(a)
 
2,596

 
8,200

 

 

 
2,596

 
8,200

 
10,796

 
(656
)
 
2000
 
10/14/15
 
15 to 40 Years
Buehler's Fresh Foods
Dover, OH
 
(a)
 
2,596

 
8,087

 

 

 
2,596

 
8,087

 
10,683

 
(771
)
 
1990
 
10/14/15
 
15 to 30 Years
Buehler's Fresh Foods
Medina, OH
 
(a)
 
4,892

 
10,983

 

 

 
4,892

 
10,983

 
15,875

 
(1,108
)
 
1990
 
10/14/15
 
15 to 30 Years
Buehler's Fresh Foods
Wooster, OH
 
(a)
 
3,694

 
8,087

 

 

 
3,694

 
8,087

 
11,781

 
(786
)
 
1980
 
10/14/15
 
30 to 30 Years
Buehler's Fresh Foods
Wadsworth, OH
 
(a)
 
2,197

 
9,285

 

 

 
2,197

 
9,285

 
11,482

 
(816
)
 
1985
 
10/14/15
 
15 to 30 Years
Buffalo Wild Wings
Clinton Township, MI
 
(d)
 
1,377

 
911

 

 

 
1,377

 
911

 
2,288

 
(158
)
 
2003
 
11/05/14
 
14 to 30 Years
Buffalo Wild Wings
Brandon, FL
 
(d)
 
1,358

 
614

 

 

 
1,358

 
614

 
1,972

 
(173
)
 
2004
 
11/05/14
 
14 to 20 Years
Buffalo Wild Wings
Birch Run, MI
 
(d)
 
1,852

 
1,290

 

 

 
1,852

 
1,290

 
3,142

 
(298
)
 
2014
 
12/24/14
 
14 to 30 Years
Buffalo Wild Wings
Wesley Chapel, FL
 
(d)
 
2,672

 
1,725

 

 

 
2,672

 
1,725

 
4,397

 
(165
)
 
2015
 
08/18/15
 
14 to 40 Years
Buffalo Wild Wings
Hammond, IN
 
(a)
 
976

 
1,080

 

 

 
976

 
1,080

 
2,056

 
(223
)
 
2014
 
12/24/14
 
14 to 30 Years
Buffalo Wild Wings
Gaylord, MI
 
(a)
 
1,003

 
1,478

 

 

 
1,003

 
1,478

 
2,481

 
(270
)
 
2014
 
11/05/14
 
14 to 30 Years
Buffet City
Orange City, FL
 
(a)
 
409

 
694

 

 

 
409

 
694

 
1,103

 
(473
)
 
1984
 
09/24/04
 
11 to 20 Years
Burger King
Apopka, FL
 
(a)
 
1,038

 
482

 

 

 
1,038

 
482

 
1,520

 
(623
)
 
1977
 
06/25/04
 
10 to 15 Years
Burger King
Saint Cloud, FL
 
(a)
 
1,193

 
557

 

 

 
1,193

 
557

 
1,750

 
(395
)
 
1983
 
06/25/04
 
15 to 20 Years
Burger King
Orlando, FL
 
(a)
 
1,249

 
729

 

 

 
1,249

 
729

 
1,978

 
(551
)
 
1985
 
06/25/04
 
15 to 20 Years
Burger King
Quincy, FL
 
(a)
 
1,015

 
416

 

 

 
1,015

 
416

 
1,431

 
(472
)
 
1989
 
09/24/04
 
15 to 20 Years
Burger King
Saint Ann, MO
 
(a)
 
588

 
613

 

 

 
588

 
613

 
1,201

 
(471
)
 
1985
 
09/23/05
 
15 to 20 Years
Burger King
Gilman, IL
 
(a)
 
219

 
414

 

 

 
219

 
414

 
633

 
(313
)
 
1998
 
09/23/05
 
15 to 20 Years
Burger King
Springfield, IL
 
(a)
 
1,072

 
642

 

 

 
1,072

 
642

 
1,714

 
(538
)
 
1988
 
09/23/05
 
15 to 20 Years
Burger King
Effingham, IL
 
(a)
 
539

 
575

 

 

 
539

 
575

 
1,114

 
(310
)
 
1985
 
09/23/05
 
15 to 30 Years
Burger King
Decatur, IL
 
(a)
 
940

 
126

 

 

 
940

 
126

 
1,066

 
(381
)
 
1992
 
09/23/05
 
15 to 20 Years
Burger King
Springfield, IL
 
(a)
 
571

 
630

 

 

 
571

 
630

 
1,201

 
(353
)
 
1997
 
09/23/05
 
15 to 30 Years
Burger King
Romeoville, IL
 
(a)
 
789

 
713

 
(62
)
 

 
727

 
713

 
1,440

 
(448
)
 
1999
 
09/23/05
 
15 to 20 Years
Burger King
Lincoln, IL
 
(a)
 
203

 
616

 

 

 
203

 
616

 
819

 
(398
)
 
1990
 
09/23/05
 
15 to 20 Years
Burger King
Buffalo, NY
 
(a)
 
737

 
629

 

 

 
737

 
629

 
1,366

 
(270
)
 
1993
 
11/10/05
 
15 to 30 Years
Burger King
Buffalo, NY
 
(a)
 
821

 
694

 

 

 
821

 
694

 
1,515

 
(302
)
 
1976
 
11/10/05
 
15 to 30 Years
Burger King
Cheektowaga, NY
 
(a)
 
561

 
549

 

 

 
561

 
549

 
1,110

 
(256
)
 
1985
 
11/10/05
 
15 to 30 Years
Burger King
Jamestown, NY
 
(a)
 
508

 
573

 

 

 
508

 
573

 
1,081

 
(375
)
 
1988
 
11/10/05
 
15 to 20 Years

141

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Burger King
Louisville, KY
 
(a)
 
1,010

 
577

 

 

 
1,010

 
577

 
1,587

 
(305
)
 
1994
 
11/10/05
 
15 to 30 Years
Burger King
Louisville, KY
 
(a)
 
854

 
514

 

 

 
854

 
514

 
1,368

 
(276
)
 
1994
 
11/10/05
 
15 to 30 Years
Burger King
Niagara Falls, NY
 
(a)
 
1,359

 
551

 

 

 
1,359

 
551

 
1,910

 
(305
)
 
1979
 
11/10/05
 
15 to 30 Years
Burger King
Springville, NY
 
(a)
 
678

 
586

 

 

 
678

 
586

 
1,264

 
(290
)
 
1988
 
11/10/05
 
15 to 30 Years
Burger King
Escanaba, MI
 
(a)
 
772

 
767

 

 
300

 
772

 
1,067

 
1,839

 
(716
)
 
1984
 
12/29/05
 
3 to 20 Years
Burger King
Oshkosh, WI
 
(a)
 
765

 
829

 
(40
)
 
300

 
725

 
1,129

 
1,854

 
(643
)
 
1984
 
12/29/05
 
15 to 20 Years
Burger King
Hickory, NC
 
(a)
 
292

 
818

 

 

 
292

 
818

 
1,110

 
(318
)
 
2000
 
09/29/06
 
15 to 40 Years
Burger King
Hudson, NC
 
(a)
 
794

 
616

 

 

 
794

 
616

 
1,410

 
(308
)
 
1998
 
09/29/06
 
15 to 40 Years
Burger King
Fayetteville, NC
 
(a)
 
470

 
629

 

 

 
470

 
629

 
1,099

 
(312
)
 
1999
 
09/29/06
 
15 to 30 Years
Burger King
Hope Mills, NC
 
(a)
 
408

 
930

 

 

 
408

 
930

 
1,338

 
(408
)
 
1990
 
09/29/06
 
15 to 30 Years
Burger King
Fayetteville, NC
 
(a)
 
489

 
612

 

 

 
489

 
612

 
1,101

 
(287
)
 
1987
 
09/29/06
 
15 to 30 Years
Burger King
Lillington, NC
 
(a)
 
419

 
687

 

 

 
419

 
687

 
1,106

 
(275
)
 
1992
 
09/29/06
 
15 to 40 Years
Burger King
Sweetwater, TN
 
(a)
 
602

 
550

 

 
250

 
602

 
800

 
1,402

 
(278
)
 
1999
 
12/29/06
 
15 to 40 Years
Burger King
Winchester, TN
 
(a)
 
400

 
291

 

 
250

 
400

 
541

 
941

 
(225
)
 
1993
 
12/29/06
 
10 to 20 Years
Burger King
Aurora, IL
 
(a)
 
286

 
726

 

 

 
286

 
726

 
1,012

 
(381
)
 
1998
 
12/29/06
 
15 to 30 Years
Burger King
Detroit, MI
 
(a)
 
613

 
688

 

 

 
613

 
688

 
1,301

 
(468
)
 
1987
 
02/13/09
 
13 to 18 Years
Burger King
Carrollton, KY
 
(a)
 
229

 
730

 

 

 
229

 
730

 
959

 
(325
)
 
1990
 
06/30/09
 
13 to 28 Years
Burger King
Sandusky, OH
 
(a)
 
923

 
406

 
(314
)
 
(89
)
 
609

 
317

 
926

 
(148
)
 
1987
 
08/27/09
 
14 to 29 Years
Burger King
Seven Hills, OH
 
(a)
 
496

 
489

 

 

 
496

 
489

 
985

 
(234
)
 
1977
 
08/27/09
 
13 to 28 Years
Burger King
Parma Heights, OH
 
(a)
 
598

 
535

 

 

 
598

 
535

 
1,133

 
(235
)
 
2004
 
08/27/09
 
13 to 38 Years
Burger King
Durham, NC
 
(b)
 
1,253

 

 

 

 
1,253

 

 
1,253

 

 
(f)
 
07/17/13
 
(f)
Burger King
Artesia, NM
 
(a)
 
435

 
1,106

 

 

 
435

 
1,106

 
1,541

 
(191
)
 
1984
 
04/16/14
 
15 to 30 Years
Burger King
Mebane, NC
 
(a)
 
846

 
682

 

 

 
846

 
682

 
1,528

 
(321
)
 
1993
 
09/29/06
 
15 to 30 Years
Burger King
Garner, NC
 
(a)
 
600

 
765

 

 

 
600

 
765

 
1,365

 
(394
)
 
1995
 
09/29/06
 
15 to 30 Years
Burger King
Fayetteville, NC
 
(a)
 
607

 
1,020

 

 

 
607

 
1,020

 
1,627

 
(542
)
 
1996
 
09/29/06
 
15 to 30 Years
Caliber Collision
Conroe, TX
 
(d)
 
2,056

 
2,306

 

 
32

 
2,056

 
2,338

 
4,394

 
(90
)
 
2016
 
12/28/16
 
14 to 50 Years
Caliber Collision
Houston, TX
 
(d)
 
2,089

 
2,332

 

 
33

 
2,089

 
2,365

 
4,454

 
(67
)
 
2016
 
03/16/17
 
14 to 50 Years
Camping World
Saukville, WI
 
(a)
 
2,061

 
4,794

 

 

 
2,061

 
4,794

 
6,855

 
(687
)
 
2014
 
09/30/14
 
15 to 40 Years
Camping World
Wentzville, MO
 
(d)
 
2,040

 
5,133

 

 
1,264

 
2,040

 
6,397

 
8,437

 
(321
)
 
2015
 
03/27/15
 
39 to 40 Years
Camping World
Summerfield, FL
 
(d)
 
3,059

 
3,949

 

 

 
3,059

 
3,949

 
7,008

 
(380
)
 
2004
 
08/29/16
 
10 to 30 Years
Camping World
Tulsa, OK
 
(d)
 
4,569

 
88

 

 
3,130

 
4,569

 
3,218

 
7,787

 
(237
)
 
2016
 
12/15/16
 
11 to 40 Years
Camping World
Poteau, OK
 
(b)
 
2,210

 
3,839

 

 
17

 
2,210

 
3,856

 
6,066

 
(165
)
 
2015
 
03/22/17
 
15 to 30 Years

142

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Camping World
Monticello, MN
 
(d)
 
3,873

 
769

 

 
1,386

 
3,873

 
2,155

 
6,028

 
(194
)
 
2016
 
12/29/16
 
9 to 30 Years
Camping World
Biloxi, MS
 
(d)
 
3,274

 
627

 

 
6,107

 
3,274

 
6,734

 
10,008

 
(62
)
 
2016
 
12/22/16
 
16 to 39 Years
Caremark RX, LLC
St. John, MO
 
(d)
 
1,733

 
3,095

 
91

 
365

 
1,824

 
3,460

 
5,284

 
(821
)
 
1996
 
07/17/13
 
1 to 43 Years
CarMax
Pompano Beach, FL
 
(d)
 
6,153

 
5,010

 

 

 
6,153

 
5,010

 
11,163

 
(1,355
)
 
2004
 
06/30/05
 
15 to 40 Years
CarMax
Ontario, CA
 
(d)
 
7,981

 
6,937

 

 

 
7,981

 
6,937

 
14,918

 
(1,856
)
 
2005
 
06/30/05
 
15 to 40 Years
CarMax
Midlothian, VA
 
(d)
 
4,775

 
6,056

 

 

 
4,775

 
6,056

 
10,831

 
(1,632
)
 
2004
 
06/30/05
 
15 to 40 Years
CarMax
Kennesaw, GA
 
(a)
 
3,931

 
5,334

 

 

 
3,931

 
5,334

 
9,265

 
(1,612
)
 
1995
 
02/16/12
 
15 to 30 Years
CarMax
Pineville, NC
 
(c)
 
4,865

 
1,902

 

 

 
4,865

 
1,902

 
6,767

 
(601
)
 
2002
 
07/17/13
 
10 to 30 Years
CarMax
Raleigh, NC
 
(a)
 
4,163

 
4,017

 

 

 
4,163

 
4,017

 
8,180

 
(1,555
)
 
1994
 
07/17/13
 
4 to 25 Years
CarMax
Greenville, SC
 
(a)
 
9,731

 
11,625

 

 

 
9,731

 
11,625

 
21,356

 
(2,287
)
 
1999
 
07/17/13
 
3 to 40 Years
CarMax
Jacksonville, FL
 
(a)
 
6,155

 
10,957

 

 

 
6,155

 
10,957

 
17,112

 
(2,980
)
 
2005
 
06/30/05
 
15 to 40 Years
Carmike Cinemas
Cedar Rapids, IA
 
(a)
 
2,521

 
5,461

 

 

 
2,521

 
5,461

 
7,982

 
(1,987
)
 
1998
 
07/01/05
 
15 to 40 Years
Carmike Cinemas
Colorado Springs, CO
 
(a)
 
1,892

 
1,732

 

 

 
1,892

 
1,732

 
3,624

 
(1,036
)
 
1995
 
09/30/05
 
14 to 30 Years
Carmike Cinemas
Durham, NC
 
(a)
 
1,630

 
2,685

 

 

 
1,630

 
2,685

 
4,315

 
(1,477
)
 
1994
 
09/30/05
 
13 to 30 Years
Carmike Cinemas
Columbia, SC
 
(a)
 
2,115

 
2,091

 

 

 
2,115

 
2,091

 
4,206

 
(953
)
 
1996
 
09/30/05
 
15 to 30 Years
Carmike Cinemas
Greensboro, NC
 
(a)
 
2,359

 
2,431

 

 

 
2,359

 
2,431

 
4,790

 
(1,149
)
 
1996
 
09/30/05
 
15 to 30 Years
Carmike Cinemas
Longview, TX
 
(a)
 
1,432

 
2,946

 

 

 
1,432

 
2,946

 
4,378

 
(1,380
)
 
1995
 
09/30/05
 
15 to 30 Years
Carmike Cinemas
Wilmington, NC
 
(a)
 
1,552

 
2,934

 

 

 
1,552

 
2,934

 
4,486

 
(1,325
)
 
1997
 
09/30/05
 
15 to 30 Years
Carmike Cinemas
Winston-Salem, NC
 
(a)
 
1,567

 
2,140

 

 

 
1,567

 
2,140

 
3,707

 
(1,184
)
 
1993
 
10/28/05
 
13 to 30 Years
Carmike Cinemas
Fort Wayne, IN
 
(a)
 
2,696

 
9,849

 
682

 

 
3,378

 
9,849

 
13,227

 
(3,533
)
 
2005
 
11/30/05
 
15 to 40 Years
Carmike Cinemas
Raleigh, NC
 
(a)
 
3,636

 
8,833

 

 

 
3,636

 
8,833

 
12,469

 
(3,792
)
 
1988
 
06/10/10
 
9 to 27 Years
Carmike Cinemas
Johnston, IA
 
(c)
 
3,046

 
10,213

 

 

 
3,046

 
10,213

 
13,259

 
(4,184
)
 
1998
 
06/23/04
 
15 to 30 Years
Carmike Cinemas
Missoula, MT
 
(b)
 
2,333

 
3,406

 

 

 
2,333

 
3,406

 
5,739

 
(1,310
)
 
1998
 
06/23/04
 
15 to 40 Years
Carmike Cinemas
Chubbuck, ID
 
(a)
 
1,845

 
2,691

 

 

 
1,845

 
2,691

 
4,536

 
(350
)
 
2004
 
12/23/14
 
10 to 30 Years
Carrington College
Phoenix, AZ
 
(a)
 
1,840

 
3,582

 
266

 
22

 
2,106

 
3,604

 
5,710

 
(1,433
)
 
1975
 
07/01/05
 
3 to 40 Years
Carrington College
Mesquite, TX
 
(d)
 
2,534

 
1,780

 

 

 
2,534

 
1,780

 
4,314

 
(616
)
 
1996
 
07/17/13
 
8 to 23 Years
Casual Male
Canton, MA
 
(a)
 
28,721

 
27,798

 
15

 
35

 
28,736

 
27,833

 
56,569

 
(10,446
)
 
1962
 
02/01/06
 
15 to 30 Years
Cermak Fresh Market
Aurora, IL
 
(a)
 
2,450

 
7,566

 

 
343

 
2,450

 
7,909

 
10,359

 
(317
)
 
1989
 
01/09/17
 
10 to 30 Years
Chapala
Boise, ID
 
(a)
 
809

 
601

 
(400
)
 
(259
)
 
409

 
342

 
751

 
(242
)
 
1998
 
06/25/04
 
15 to 30 Years
Charleston's Restaurant
Norman, OK
 
(a)
 
1,466

 
2,294

 

 

 
1,466

 
2,294

 
3,760

 
(1,164
)
 
1992
 
07/02/07
 
14 to 30 Years

143

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Charleston's Restaurant
Tulsa, OK
 
(a)
 
1,540

 
1,997

 

 

 
1,540

 
1,997

 
3,537

 
(803
)
 
2002
 
07/02/07
 
14 to 40 Years
Chick-Fil-A
Carrollton, GA
 
(b)
 
985

 
725

 

 

 
985

 
725

 
1,710

 
(168
)
 
1995
 
07/17/13
 
11 to 33 Years
Childcare Network
Evans, GA
 
(d)
 
508

 
640

 

 

 
508

 
640

 
1,148

 
(93
)
 
2003
 
11/14/14
 
15 to 30 Years
Childcare Network
Stockbridge, GA
 
(d)
 
533

 
1,236

 

 
(16
)
 
533

 
1,220

 
1,753

 
(177
)
 
2000
 
10/31/14
 
15 to 30 Years
Childcare Network
Warner Robins, GA
 
(d)
 
431

 
620

 

 

 
431

 
620

 
1,051

 
(107
)
 
1995
 
02/27/15
 
15 to 20 Years
Childcare Network
Fort Walton Beach, FL
 
(d)
 
200

 
491

 

 

 
200

 
491

 
691

 
(58
)
 
1977
 
02/27/15
 
15 to 30 Years
Childcare Network
Sanford, NC
 
(d)
 
200

 
611

 

 

 
200

 
611

 
811

 
(71
)
 
2002
 
02/27/15
 
15 to 30 Years
Childcare Network
Norcross, GA
 
(d)
 
831

 
624

 

 

 
831

 
624

 
1,455

 
(118
)
 
1985
 
03/30/15
 
15 to 20 Years
Childcare Network
Grand Prairie, TX
 
(d)
 
1,057

 
2,350

 

 

 
1,057

 
2,350

 
3,407

 
(279
)
 
2007
 
07/17/15
 
15 to 30 Years
Childcare Network
Denton, TX
 
(d)
 
626

 
1,909

 

 

 
626

 
1,909

 
2,535

 
(198
)
 
2000
 
07/17/15
 
15 to 30 Years
Childcare Network
Fort Worth, TX
 
(d)
 
392

 
871

 

 

 
392

 
871

 
1,263

 
(111
)
 
2006
 
07/17/15
 
15 to 30 Years
Childcare Network
Columbus, GA
 
(d)
 
342

 
1,096

 

 
30

 
342

 
1,126

 
1,468

 
(88
)
 
2015
 
12/22/15
 
15 to 40 Years
Childcare Network
High Point, NC
 
(d)
 
205

 
978

 

 

 
205

 
978

 
1,183

 
(78
)
 
1981
 
12/22/15
 
15 to 30 Years
Childcare Network
Hampton, GA
 
(d)
 
391

 
460

 

 

 
391

 
460

 
851

 
(57
)
 
2005
 
12/22/15
 
15 to 30 Years
Childcare Network
Marietta, GA
 
(b)
 
538

 
792

 

 
11

 
538

 
803

 
1,341

 
(51
)
 
2009
 
09/28/16
 
11 to 30 Years
Childcare Network
Chattanooga, TN
 
(b)
 
684

 
841

 

 
11

 
684

 
852

 
1,536

 
(50
)
 
1999
 
09/28/16
 
10 to 30 Years
Childcare Network
Elon, NC
 
(d)
 
486

 
846

 

 

 
486

 
846

 
1,332

 
(65
)
 
1998
 
12/02/16
 
4 to 30 Years
Childcare Network
Winston-Salem, NC
 
(d)
 
541

 
659

 

 

 
541

 
659

 
1,200

 
(41
)
 
1993
 
12/02/16
 
5 to 30 Years
Childcare Network
Greensboro, NC
 
(d)
 
360

 
540

 

 

 
360

 
540

 
900

 
(26
)
 
1949
 
12/02/16
 
9 to 30 Years
Childcare Network
East Point, GA
 
(d)
 
411

 
1,279

 

 

 
411

 
1,279

 
1,690

 
(49
)
 
2016
 
12/13/16
 
14 to 40 Years
Childcare Network
Burlington, NC
 
(d)
 
306

 
533

 

 

 
306

 
533

 
839

 
(36
)
 
1971
 
12/13/16
 
7 to 20 Years
Children's Network
Pensacola, FL
 
(d)
 
390

 
1,360

 

 

 
390

 
1,360

 
1,750

 
(30
)
 
2016
 
02/23/17
 
15 to 50 Years
Childtime
Cuyahoga Falls, OH
 
(b)
 
279

 
727

 

 

 
279

 
727

 
1,006

 
(204
)
 
1974
 
07/17/13
 
8 to 25 Years
Childtime
Arlington, TX
 
(b)
 
365

 
532

 

 

 
365

 
532

 
897

 
(163
)
 
2006
 
07/17/13
 
10 to 33 Years
Childtime
Oklahoma City, OK
 
(b)
 
290

 
341

 

 

 
290

 
341

 
631

 
(116
)
 
1985
 
07/17/13
 
11 to 19 Years
Childtime
Rochester, NY
 
(b)
 
242

 
539

 

 

 
242

 
539

 
781

 
(130
)
 
1981
 
07/17/13
 
8 to 28 Years
Childtime
Modesto, CA
 
(b)
 
386

 
664

 

 

 
386

 
664

 
1,050

 
(183
)
 
1986
 
07/17/13
 
9 to 22 Years
Childtime
Morrisville, NC
 
(d)
 
544

 
1,378

 

 

 
544

 
1,378

 
1,922

 
(148
)
 
2010
 
02/19/15
 
15 to 40 Years
Chili's
Paris, TX
 
(d)
 
552

 
1,821

 

 

 
552

 
1,821

 
2,373

 
(311
)
 
1999
 
07/17/13
 
11 to 35 Years

144

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Chili's
Tilton, NH
 
(d)
 
1,565

 

 

 

 
1,565

 

 
1,565

 

 
(f)
 
07/17/13
 
(f)
Church's Chicken
Mansfield, OH
 
(a)
 
225

 
327

 

 

 
225

 
327

 
552

 
(204
)
 
1972
 
05/25/05
 
15 to 20 Years
Church's Chicken
Akron, OH
 
(a)
 
247

 
198

 

 

 
247

 
198

 
445

 
(152
)
 
1971
 
05/25/05
 
15 to 20 Years
Church's Chicken
Columbus, OH
 
(a)
 
268

 
354

 

 

 
268

 
354

 
622

 
(240
)
 
1975
 
05/25/05
 
15 to 20 Years
Church's Chicken
St. Louis, MO
 
(a)
 
290

 
211

 

 

 
290

 
211

 
501

 
(168
)
 
1973
 
05/25/05
 
15 to 20 Years
Church's Chicken
Columbus, OH
 
(a)
 
294

 
262

 

 

 
294

 
262

 
556

 
(195
)
 
1976
 
05/25/05
 
15 to 20 Years
Church's Chicken
Akron, OH
 
(a)
 
218

 
273

 

 

 
218

 
273

 
491

 
(182
)
 
1976
 
05/25/05
 
15 to 20 Years
Church's Chicken
St. Louis, MO
 
(a)
 
231

 
337

 

 

 
231

 
337

 
568

 
(216
)
 
1972
 
05/25/05
 
15 to 20 Years
Church's Chicken
Canton, OH
 
(a)
 
215

 
483

 

 

 
215

 
483

 
698

 
(277
)
 
1974
 
05/25/05
 
15 to 20 Years
Church's Chicken
St. Louis, MO
 
(a)
 
189

 
227

 

 

 
189

 
227

 
416

 
(161
)
 
1972
 
05/25/05
 
15 to 20 Years
Church's Chicken
Maplewood, MO
 
(a)
 
180

 
225

 

 

 
180

 
225

 
405

 
(153
)
 
1980
 
05/25/05
 
15 to 20 Years
Church's Chicken
Akron, OH
 
(a)
 
310

 
394

 

 

 
310

 
394

 
704

 
(257
)
 
1982
 
05/25/05
 
15 to 20 Years
Church's Chicken
Overland, MO
 
(a)
 
278

 
494

 

 

 
278

 
494

 
772

 
(305
)
 
1972
 
05/25/05
 
15 to 20 Years
Church's Chicken
Flint, MI
 
(a)
 
340

 
258

 

 

 
340

 
258

 
598

 
(193
)
 
1979
 
05/25/05
 
15 to 20 Years
Church's Chicken
St. Louis, MO
 
(a)
 
464

 
218

 

 

 
464

 
218

 
682

 
(192
)
 
1978
 
05/25/05
 
15 to 20 Years
Church's Chicken
Ferguson, MO
 
(a)
 
293

 
212

 

 

 
293

 
212

 
505

 
(164
)
 
1974
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
425

 
200

 

 

 
425

 
200

 
625

 
(153
)
 
1977
 
05/25/05
 
15 to 20 Years
Church's Chicken
Normandy, MO
 
(a)
 
265

 
329

 
(6
)
 

 
259

 
329

 
588

 
(224
)
 
1978
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
351

 
209

 

 

 
351

 
209

 
560

 
(155
)
 
1977
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
426

 
223

 

 

 
426

 
223

 
649

 
(171
)
 
1979
 
05/25/05
 
15 to 20 Years
Church's Chicken
Warren, MI
 
(a)
 
488

 
215

 

 

 
488

 
215

 
703

 
(162
)
 
1979
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
413

 
235

 

 

 
413

 
235

 
648

 
(174
)
 
1977
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
301

 
219

 

 

 
301

 
219

 
520

 
(156
)
 
1972
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
270

 
305

 

 

 
270

 
305

 
575

 
(189
)
 
1976
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
271

 
157

 

 

 
271

 
157

 
428

 
(119
)
 
1978
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
385

 
258

 

 

 
385

 
258

 
643

 
(195
)
 
1979
 
05/25/05
 
15 to 20 Years
Church's Chicken
Indianapolis, IN
 
(a)
 
258

 
262

 

 

 
258

 
262

 
520

 
(204
)
 
1970
 
05/25/05
 
15 to 20 Years
Church's Chicken
Indianapolis, IN
 
(a)
 
266

 
310

 

 

 
266

 
310

 
576

 
(218
)
 
1971
 
05/25/05
 
15 to 20 Years
Church's Chicken
Detroit, MI
 
(a)
 
428

 
189

 

 

 
428

 
189

 
617

 
(144
)
 
1979
 
05/25/05
 
15 to 20 Years
Church's Chicken
Indianapolis, IN
 
(a)
 
170

 
749

 

 

 
170

 
749

 
919

 
(427
)
 
1983
 
05/25/05
 
15 to 20 Years

145

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Church's Chicken
Washington Park, IL
 
(a)
 
119

 
324

 

 

 
119

 
324

 
443

 
(208
)
 
1980
 
05/25/05
 
15 to 20 Years
Church's Chicken
Indianapolis, IN
 
(a)
 
449

 
153

 

 

 
449

 
153

 
602

 
(155
)
 
1968
 
05/25/05
 
15 to 20 Years
Church's Chicken
Gary, IN
 
(a)
 
109

 
410

 

 

 
109

 
410

 
519

 
(250
)
 
1980
 
05/25/05
 
15 to 20 Years
Church's Chicken
Harvey, IL
 
(a)
 
361

 
269

 
(80
)
 

 
281

 
269

 
550

 
(364
)
 
1978
 
05/25/05
 
15 to 20 Years
Church's Chicken
Indianapolis, IN
 
(a)
 
370

 
150

 

 

 
370

 
150

 
520

 
(138
)
 
1970
 
05/25/05
 
15 to 20 Years
Church's Chicken
Peoria, IL
 
(a)
 
154

 
320

 

 

 
154

 
320

 
474

 
(217
)
 
1976
 
05/25/05
 
15 to 20 Years
Church's Chicken
Gary, IN
 
(a)
 
210

 
318

 

 

 
210

 
318

 
528

 
(240
)
 
1979
 
05/25/05
 
15 to 20 Years
Church's Chicken
Gary, IN
 
(a)
 
161

 
493

 

 

 
161

 
493

 
654

 
(316
)
 
1973
 
05/25/05
 
15 to 20 Years
Church's Chicken
Chicago, IL
 
(a)
 
313

 
275

 

 

 
313

 
275

 
588

 
(170
)
 
1982
 
05/25/05
 
15 to 20 Years
Church's Chicken
Joliet, IL
 
(a)
 
245

 
193

 

 

 
245

 
193

 
438

 
(155
)
 
1985
 
05/25/05
 
15 to 20 Years
Church's Chicken
Chicago, IL
 
(a)
 
340

 
220

 

 

 
340

 
220

 
560

 
(159
)
 
1975
 
05/25/05
 
15 to 20 Years
Church's Chicken
Chicago, IL
 
(a)
 
242

 
244

 

 

 
242

 
244

 
486

 
(174
)
 
1970
 
05/25/05
 
15 to 20 Years
Church's Chicken
East St. Louis, IL
 
(a)
 
117

 
334

 

 

 
117

 
334

 
451

 
(158
)
 
1990
 
05/25/05
 
15 to 30 Years
Church's Chicken
Chicago, IL
 
(a)
 
242

 
256

 

 

 
242

 
256

 
498

 
(167
)
 
1974
 
05/25/05
 
15 to 20 Years
Church's Chicken
Chicago, IL
 
(a)
 
532

 
279

 

 

 
532

 
279

 
811

 
(184
)
 
1982
 
05/25/05
 
15 to 20 Years
Church's Chicken
Chicago, IL
 
(a)
 
289

 
260

 

 

 
289

 
260

 
549

 
(166
)
 
1982
 
05/25/05
 
15 to 20 Years
Church's Chicken
Birmingham, AL
 
(d)
 
192

 
656

 

 

 
192

 
656

 
848

 
(194
)
 
1981
 
07/17/13
 
7 to 19 Years
Church's Chicken
Birmingham, AL
 
(d)
 
107

 
508

 

 

 
107

 
508

 
615

 
(143
)
 
1983
 
07/17/13
 
7 to 19 Years
Church's Chicken
Birmingham, AL
 
(d)
 
131

 
526

 

 

 
131

 
526

 
657

 
(153
)
 
1984
 
07/17/13
 
7 to 19 Years
Church's Chicken
Greensboro, AL
 
(d)
 
100

 
663

 

 

 
100

 
663

 
763

 
(121
)
 
1986
 
07/17/13
 
7 to 35 Years
Church's Chicken
Montgomery, AL
 
(d)
 
288

 
623

 

 

 
288

 
623

 
911

 
(108
)
 
1998
 
07/17/13
 
9 to 35 Years
Church's Chicken
Montgomery, AL
 
(d)
 
177

 
516

 

 

 
177

 
516

 
693

 
(170
)
 
1984
 
07/17/13
 
9 to 19 Years
Church's Chicken
Montgomery, AL
 
(d)
 
247

 
376

 

 

 
247

 
376

 
623

 
(124
)
 
1999
 
07/17/13
 
10 to 24 Years
Church's Chicken
Montgomery, AL
 
(d)
 
455

 
579

 

 

 
455

 
579

 
1,034

 
(130
)
 
1972
 
07/17/13
 
11 to 33 Years
Church's Chicken
Montgomery, AL
 
(d)
 
313

 
601

 

 

 
313

 
601

 
914

 
(171
)
 
1999
 
07/17/13
 
10 to 27 Years
Church's Chicken
Phenix City, AL
 
(d)
 
493

 
497

 

 

 
493

 
497

 
990

 
(81
)
 
1978
 
07/17/13
 
8 to 35 Years
Church's Chicken
Talladega, AL
 
(d)
 
247

 
245

 

 

 
247

 
245

 
492

 
(117
)
 
1998
 
07/17/13
 
11 to 21 Years
Church's Chicken
Little Rock, AR
 
(d)
 
99

 
500

 

 

 
99

 
500

 
599

 
(100
)
 
1970
 
07/17/13
 
8 to 30 Years
Church's Chicken
Little Rock, AR
 
(d)
 
332

 
432

 

 

 
332

 
432

 
764

 
(78
)
 
1971
 
07/17/13
 
9 to 35 Years
Church's Chicken
Little Rock, AR
 
(d)
 
263

 
492

 

 

 
263

 
492

 
755

 
(92
)
 
1975
 
07/17/13
 
9 to 35 Years

146

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Church's Chicken
North Little Rock, AR
 
(d)
 
128

 
351

 

 

 
128

 
351

 
479

 
(85
)
 
1999
 
07/17/13
 
10 to 28 Years
Church's Chicken
Pine Bluff, AR
 
(d)
 
854

 
431

 

 

 
854

 
431

 
1,285

 
(75
)
 
1971
 
07/17/13
 
7 to 35 Years
Church's Chicken
Nogales, AZ
 
(d)
 
207

 
448

 

 

 
207

 
448

 
655

 
(111
)
 
1976
 
07/17/13
 
11 to 25 Years
Church's Chicken
Phoenix, AZ
 
(d)
 
523

 
97

 

 

 
523

 
97

 
620

 
(60
)
 
1976
 
07/17/13
 
9 to 16 Years
Church's Chicken
Phoenix, AZ
 
(d)
 
321

 
276

 

 

 
321

 
276

 
597

 
(96
)
 
1975
 
07/17/13
 
10 to 20 Years
Church's Chicken
Phoenix, AZ
 
(d)
 
384

 
528

 

 

 
384

 
528

 
912

 
(117
)
 
1974
 
07/17/13
 
11 to 27 Years
Church's Chicken
Phoenix, AZ
 
(d)
 
368

 
267

 

 

 
368

 
267

 
635

 
(72
)
 
1974
 
07/17/13
 
11 to 23 Years
Church's Chicken
Phoenix, AZ
 
(d)
 
415

 
403

 

 

 
415

 
403

 
818

 
(89
)
 
1975
 
07/17/13
 
8 to 27 Years
Church's Chicken
Phoenix, AZ
 
(d)
 
599

 
412

 

 

 
599

 
412

 
1,011

 
(87
)
 
1980
 
07/17/13
 
10 to 35 Years
Church's Chicken
Phoenix, AZ
 
(d)
 
400

 
120

 

 

 
400

 
120

 
520

 
(65
)
 
1977
 
07/17/13
 
11 to 13 Years
Church's Chicken
Oro Valley, AZ
 
(d)
 
262

 
193

 

 

 
262

 
193

 
455

 
(79
)
 
1983
 
07/17/13
 
11 to 23 Years
Church's Chicken
Tucson, AZ
 
(d)
 
191

 
552

 

 

 
191

 
552

 
743

 
(93
)
 
1981
 
07/17/13
 
11 to 35 Years
Church's Chicken
Tucson, AZ
 
(d)
 
349

 
479

 

 

 
349

 
479

 
828

 
(93
)
 
1976
 
07/17/13
 
11 to 35 Years
Church's Chicken
Tucson, AZ
 
(d)
 
221

 
434

 

 

 
221

 
434

 
655

 
(94
)
 
1980
 
07/17/13
 
11 to 27 Years
Church's Chicken
Americus, GA
 
(d)
 
282

 
406

 

 

 
282

 
406

 
688

 
(127
)
 
1978
 
07/17/13
 
11 to 23 Years
Church's Chicken
Atlanta, GA
 
(d)
 
336

 
346

 

 

 
336

 
346

 
682

 
(132
)
 
1981
 
07/17/13
 
11 to 22 Years
Church's Chicken
Atlanta, GA
 
(d)
 
554

 
258

 

 

 
554

 
258

 
812

 
(109
)
 
1980
 
07/17/13
 
11 to 23 Years
Church's Chicken
Atlanta, GA
 
(d)
 
683

 
5

 

 

 
683

 
5

 
688

 
(63
)
 
1975
 
07/17/13
 
11 to 23 Years
Church's Chicken
Atlanta, GA
 
(d)
 
394

 
268

 

 

 
394

 
268

 
662

 
(136
)
 
1975
 
07/17/13
 
11 to 16 Years
Church's Chicken
Columbus, GA
 
(d)
 
640

 
403

 

 

 
640

 
403

 
1,043

 
(131
)
 
1983
 
07/17/13
 
11 to 23 Years
Church's Chicken
Columbus, GA
 
(d)
 
342

 
49

 

 

 
342

 
49

 
391

 
(69
)
 
1978
 
07/17/13
 
9 to 23 Years
Church's Chicken
Cordele, GA
 
(d)
 
459

 
181

 

 

 
459

 
181

 
640

 
(68
)
 
1980
 
07/17/13
 
11 to 35 Years
Church's Chicken
Decatur, GA
 
(d)
 
459

 
133

 

 

 
459

 
133

 
592

 
(70
)
 
1974
 
07/17/13
 
11 to 20 Years
Church's Chicken
Decatur, GA
 
(d)
 
566

 
49

 

 

 
566

 
49

 
615

 
(100
)
 
1979
 
07/17/13
 
3 to 11 Years
Church's Chicken
Decatur, GA
 
(d)
 
570

 
30

 

 

 
570

 
30

 
600

 
(61
)
 
1981
 
07/17/13
 
7 to 25 Years
Church's Chicken
East Point, GA
 
(d)
 
429

 
245

 

 

 
429

 
245

 
674

 
(125
)
 
1977
 
07/17/13
 
11 to 19 Years
Church's Chicken
Fort Valley, GA
 
(d)
 
353

 
379

 

 

 
353

 
379

 
732

 
(137
)
 
1985
 
07/17/13
 
11 to 23 Years
Church's Chicken
Griffin, GA
 
(d)
 
215

 
492

 

 

 
215

 
492

 
707

 
(126
)
 
1978
 
07/17/13
 
11 to 25 Years
Church's Chicken
LaGrange, GA
 
(d)
 
555

 
44

 

 

 
555

 
44

 
599

 
(175
)
 
1978
 
07/17/13
 
7 to 30 Years

147

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Church's Chicken
Macon, GA
 
(d)
 
291

 
628

 

 

 
291

 
628

 
919

 
(110
)
 
1983
 
07/17/13
 
10 to 35 Years
Church's Chicken
Macon, GA
 
(d)
 
185

 
553

 

 

 
185

 
553

 
738

 
(115
)
 
1980
 
07/17/13
 
11 to 30 Years
Church's Chicken
Marietta, GA
 
(d)
 
350

 
173

 

 

 
350

 
173

 
523

 
(86
)
 
1976
 
07/17/13
 
11 to 20 Years
Church's Chicken
Kansas City, MO
 
(d)
 
312

 
574

 

 

 
312

 
574

 
886

 
(117
)
 
1996
 
07/17/13
 
10 to 30 Years
Church's Chicken
Kansas City, MO
 
(d)
 
348

 
730

 

 

 
348

 
730

 
1,078

 
(131
)
 
1996
 
07/17/13
 
10 to 35 Years
Church's Chicken
Kansas City, MO
 
(d)
 
462

 
673

 

 

 
462

 
673

 
1,135

 
(123
)
 
1996
 
07/17/13
 
10 to 35 Years
Church's Chicken
Kansas City, MO
 
(d)
 
135

 
616

 

 

 
135

 
616

 
751

 
(137
)
 
1996
 
07/17/13
 
10 to 25 Years
Church's Chicken
Kansas City, MO
 
(d)
 
310

 
580

 

 

 
310

 
580

 
890

 
(118
)
 
1996
 
07/17/13
 
10 to 31 Years
Church's Chicken
Kansas City, MO
 
(d)
 
189

 
837

 

 

 
189

 
837

 
1,026

 
(186
)
 
1996
 
07/17/13
 
9 to 25 Years
Church's Chicken
Fort Worth, TX
 
(d)
 
157

 
263

 

 

 
157

 
263

 
420

 
(92
)
 
1965
 
07/17/13
 
11 to 20 Years
Church's Chicken
Gulfport, MS
 
(d)
 
540

 
429

 

 

 
540

 
429

 
969

 
(73
)
 
1971
 
07/17/13
 
11 to 35 Years
Church's Chicken
Jackson, MS
 
(d)
 
215

 
476

 

 

 
215

 
476

 
691

 
(114
)
 
1977
 
07/17/13
 
11 to 25 Years
Church's Chicken
Jackson, MS
 
(d)
 
996

 
610

 

 

 
996

 
610

 
1,606

 
(125
)
 
1978
 
07/17/13
 
11 to 35 Years
Church's Chicken
Jackson, MS
 
(d)
 
195

 
582

 

 

 
195

 
582

 
777

 
(115
)
 
2000
 
07/17/13
 
11 to 30 Years
Church's Chicken
Jackson, MS
 
(d)
 
447

 
555

 

 

 
447

 
555

 
1,002

 
(123
)
 
1998
 
07/17/13
 
11 to 35 Years
Church's Chicken
Laurel, MS
 
(d)
 
690

 
290

 

 

 
690

 
290

 
980

 
(96
)
 
1971
 
07/17/13
 
11 to 24 Years
Church's Chicken
Vicksburg, MS
 
(d)
 
278

 
333

 

 

 
278

 
333

 
611

 
(99
)
 
1972
 
07/17/13
 
11 to 25 Years
Church's Chicken
Albuquerque, NM
 
(d)
 
265

 
575

 

 

 
265

 
575

 
840

 
(156
)
 
1980
 
07/17/13
 
11 to 26 Years
Church's Chicken
Albuquerque, NM
 
(d)
 
466

 
591

 

 

 
466

 
591

 
1,057

 
(121
)
 
1976
 
07/17/13
 
11 to 35 Years
Church's Chicken
Albuquerque, NM
 
(d)
 
267

 
439

 

 

 
267

 
439

 
706

 
(135
)
 
1975
 
07/17/13
 
11 to 25 Years
Church's Chicken
Albuquerque, NM
 
(d)
 
293

 
300

 

 

 
293

 
300

 
593

 
(114
)
 
1976
 
07/17/13
 
11 to 25 Years
Church's Chicken
Hobbs, NM
 
(d)
 
706

 
534

 

 

 
706

 
534

 
1,240

 
(117
)
 
1974
 
07/17/13
 
11 to 35 Years
Church's Chicken
Roswell, NM
 
(d)
 
343

 
321

 

 

 
343

 
321

 
664

 
(123
)
 
1974
 
07/17/13
 
11 to 23 Years
Church's Chicken
Altus, OK
 
(d)
 
70

 
413

 

 

 
70

 
413

 
483

 
(97
)
 
1980
 
07/17/13
 
7 to 25 Years
Church's Chicken
Oklahoma City, OK
 
(d)
 
223

 
469

 

 

 
223

 
469

 
692

 
(142
)
 
1998
 
07/17/13
 
8 to 22 Years
Church's Chicken
Midwest City, OK
 
(d)
 
318

 
623

 

 

 
318

 
623

 
941

 
(112
)
 
1985
 
07/17/13
 
9 to 35 Years
Church's Chicken
Oklahoma City, OK
 
(d)
 
200

 
428

 

 

 
200

 
428

 
628

 
(109
)
 
1971
 
07/17/13
 
9 to 25 Years
Church's Chicken
Tulsa, OK
 
(d)
 
767

 
466

 

 

 
767

 
466

 
1,233

 
(96
)
 
1976
 
07/17/13
 
8 to 35 Years
Church's Chicken
Tulsa, OK
 
(d)
 
315

 
717

 

 

 
315

 
717

 
1,032

 
(123
)
 
1976
 
07/17/13
 
10 to 35 Years
Church's Chicken
The Village, OK
 
(d)
 
211

 
650

 

 

 
211

 
650

 
861

 
(108
)
 
1978
 
07/17/13
 
9 to 35 Years

148

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Church's Chicken
Memphis, TN
 
(d)
 
128

 
232

 

 

 
128

 
232

 
360

 
(78
)
 
1971
 
07/17/13
 
8 to 20 Years
Church's Chicken
Memphis, TN
 
(d)
 
156

 
351

 

 

 
156

 
351

 
507

 
(98
)
 
1971
 
07/17/13
 
7 to 25 Years
Church's Chicken
Memphis, TN
 
(d)
 
288

 
278

 

 

 
288

 
278

 
566

 
(115
)
 
1976
 
07/17/13
 
6 to 20 Years
Church's Chicken
Memphis, TN
 
(d)
 
206

 
471

 

 

 
206

 
471

 
677

 
(115
)
 
1979
 
07/17/13
 
10 to 25 Years
Church's Chicken
Memphis, TN
 
(d)
 
163

 
295

 

 

 
163

 
295

 
458

 
(84
)
 
1979
 
07/17/13
 
10 to 25 Years
Church's Chicken
Memphis, TN
 
(d)
 
212

 
245

 

 

 
212

 
245

 
457

 
(97
)
 
1971
 
07/17/13
 
7 to 25 Years
Church's Chicken
Memphis, TN
 
(d)
 
180

 
316

 

 

 
180

 
316

 
496

 
(98
)
 
1971
 
07/17/13
 
7 to 20 Years
Church's Chicken
Memphis, TN
 
(d)
 
264

 
592

 

 

 
264

 
592

 
856

 
(115
)
 
1971
 
07/17/13
 
11 to 35 Years
Church's Chicken
Memphis, TN
 
(d)
 
426

 
608

 

 

 
426

 
608

 
1,034

 
(129
)
 
1971
 
07/17/13
 
11 to 32 Years
Church's Chicken
Abilene, TX
 
(d)
 
198

 
311

 

 

 
198

 
311

 
509

 
(78
)
 
1975
 
07/17/13
 
10 to 26 Years
Church's Chicken
Alamo, TX
 
(d)
 
1,745

 
715

 

 

 
1,745

 
715

 
2,460

 
(113
)
 
1984
 
07/17/13
 
9 to 35 Years
Church's Chicken
Austin, TX
 
(d)
 
531

 
794

 

 

 
531

 
794

 
1,325

 
(138
)
 
1967
 
07/17/13
 
11 to 32 Years
Church's Chicken
Austin, TX
 
(d)
 
904

 
477

 

 

 
904

 
477

 
1,381

 
(88
)
 
1976
 
07/17/13
 
11 to 35 Years
Church's Chicken
Austin, TX
 
(d)
 
418

 
872

 

 

 
418

 
872

 
1,290

 
(140
)
 
1986
 
07/17/13
 
11 to 35 Years
Church's Chicken
Austin, TX
 
(d)
 
689

 
634

 

 

 
689

 
634

 
1,323

 
(139
)
 
2003
 
07/17/13
 
11 to 35 Years
Church's Chicken
Balch Springs, TX
 
(d)
 
329

 
576

 

 

 
329

 
576

 
905

 
(147
)
 
1986
 
07/17/13
 
11 to 31 Years
Church's Chicken
Beeville, TX
 
(d)
 
120

 
488

 

 

 
120

 
488

 
608

 
(123
)
 
1972
 
07/17/13
 
9 to 25 Years
Church's Chicken
Brownsville, TX
 
(d)
 
795

 
556

 

 

 
795

 
556

 
1,351

 
(93
)
 
1977
 
07/17/13
 
10 to 35 Years
Church's Chicken
Brownsville, TX
 
(d)
 
667

 
785

 

 

 
667

 
785

 
1,452

 
(129
)
 
1985
 
07/17/13
 
10 to 35 Years
Church's Chicken
Brownsville, TX
 
(d)
 
369

 
679

 

 

 
369

 
679

 
1,048

 
(125
)
 
1972
 
07/17/13
 
11 to 35 Years
Church's Chicken
Brownsville, TX
 
(d)
 
267

 
652

 

 

 
267

 
652

 
919

 
(105
)
 
2000
 
07/17/13
 
10 to 35 Years
Church's Chicken
Brownsville, TX
 
(d)
 
430

 
656

 

 

 
430

 
656

 
1,086

 
(171
)
 
1985
 
07/17/13
 
11 to 29 Years
Church's Chicken
Brownsville, TX
 
(d)
 
571

 
930

 

 

 
571

 
930

 
1,501

 
(181
)
 
2002
 
07/17/13
 
11 to 35 Years
Church's Chicken
Bryan, TX
 
(d)
 
441

 
766

 

 

 
441

 
766

 
1,207

 
(116
)
 
1972
 
07/17/13
 
10 to 35 Years
Church's Chicken
Carrolton, TX
 
(d)
 
361

 
415

 

 

 
361

 
415

 
776

 
(128
)
 
1997
 
07/17/13
 
11 to 25 Years
Church's Chicken
Cleburne, TX
 
(d)
 
129

 
482

 

 

 
129

 
482

 
611

 
(119
)
 
1997
 
07/17/13
 
9 to 25 Years
Church's Chicken
Copperas Cove, TX
 
(d)
 
186

 
249

 

 

 
186

 
249

 
435

 
(70
)
 
1973
 
07/17/13
 
11 to 23 Years
Church's Chicken
Dallas, TX
 
(d)
 
88

 
215

 

 

 
88

 
215

 
303

 
(77
)
 
1980
 
07/17/13
 
9 to 19 Years
Church's Chicken
Dallas, TX
 
(d)
 
249

 
431

 

 

 
249

 
431

 
680

 
(81
)
 
1985
 
07/17/13
 
9 to 33 Years
Church's Chicken
Dallas, TX
 
(d)
 
164

 
431

 

 

 
164

 
431

 
595

 
(127
)
 
1968
 
07/17/13
 
10 to 18 Years

149

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Church's Chicken
Dallas, TX
 
(d)
 
174

 
450

 

 

 
174

 
450

 
624

 
(107
)
 
1969
 
07/17/13
 
10 to 26 Years
Church's Chicken
Dallas, TX
 
(d)
 
315

 
209

 

 

 
315

 
209

 
524

 
(64
)
 
1999
 
07/17/13
 
10 to 25 Years
Church's Chicken
Dallas, TX
 
(d)
 
392

 
501

 

 

 
392

 
501

 
893

 
(109
)
 
1985
 
07/17/13
 
11 to 30 Years
Church's Chicken
Donna, TX
 
(d)
 
1,091

 
540

 

 

 
1,091

 
540

 
1,631

 
(104
)
 
1984
 
07/17/13
 
10 to 35 Years
Church's Chicken
Eagle Pass, TX
 
(d)
 
597

 
385

 

 

 
597

 
385

 
982

 
(84
)
 
1977
 
07/17/13
 
9 to 35 Years
Church's Chicken
Edinburg, TX
 
(d)
 
624

 
888

 

 

 
624

 
888

 
1,512

 
(149
)
 
1985
 
07/17/13
 
11 to 35 Years
Church's Chicken
Elsa, TX
 
(d)
 
1,159

 
141

 

 

 
1,159

 
141

 
1,300

 
(53
)
 
1984
 
07/17/13
 
11 to 35 Years
Church's Chicken
Floresville, TX
 
(d)
 
109

 
555

 

 

 
109

 
555

 
664

 
(131
)
 
1985
 
07/17/13
 
9 to 25 Years
Church's Chicken
Fort Worth, TX
 
(d)
 
164

 
573

 

 

 
164

 
573

 
737

 
(122
)
 
1965
 
07/17/13
 
11 to 25 Years
Church's Chicken
Fort Worth, TX
 
(d)
 
200

 
643

 

 

 
200

 
643

 
843

 
(132
)
 
1979
 
07/17/13
 
11 to 30 Years
Church's Chicken
Fort Worth, TX
 
(d)
 
356

 
572

 

 

 
356

 
572

 
928

 
(111
)
 
1970
 
07/17/13
 
11 to 35 Years
Church's Chicken
Fort Worth, TX
 
(d)
 
187

 
539

 

 

 
187

 
539

 
726

 
(104
)
 
1984
 
07/17/13
 
11 to 35 Years
Church's Chicken
Garland, TX
 
(d)
 
141

 
455

 

 

 
141

 
455

 
596

 
(107
)
 
1986
 
07/17/13
 
10 to 25 Years
Church's Chicken
Grand Prairie, TX
 
(d)
 
335

 
527

 

 

 
335

 
527

 
862

 
(101
)
 
1980
 
07/17/13
 
10 to 35 Years
Church's Chicken
Grand Prairie, TX
 
(d)
 
147

 
535

 

 

 
147

 
535

 
682

 
(111
)
 
1985
 
07/17/13
 
11 to 30 Years
Church's Chicken
Greenville, TX
 
(d)
 
325

 
441

 

 

 
325

 
441

 
766

 
(79
)
 
1972
 
07/17/13
 
10 to 35 Years
Church's Chicken
Haltom City, TX
 
(d)
 
571

 
425

 

 

 
571

 
425

 
996

 
(86
)
 
2007
 
07/17/13
 
11 to 35 Years
Church's Chicken
Harlingen, TX
 
(d)
 
923

 
753

 

 

 
923

 
753

 
1,676

 
(120
)
 
1985
 
07/17/13
 
10 to 35 Years
Church's Chicken
Harlingen, TX
 
(d)
 
226

 
519

 

 

 
226

 
519

 
745

 
(115
)
 
1973
 
07/17/13
 
11 to 30 Years
Church's Chicken
Hidalgo, TX
 
(d)
 
352

 
1,043

 

 

 
352

 
1,043

 
1,395

 
(183
)
 
2001
 
07/17/13
 
10 to 31 Years
Church's Chicken
Irving, TX
 
(d)
 
463

 
338

 

 

 
463

 
338

 
801

 
(61
)
 
1967
 
07/17/13
 
10 to 35 Years
Church's Chicken
Killeen, TX
 
(d)
 
289

 
513

 

 

 
289

 
513

 
802

 
(93
)
 
1974
 
07/17/13
 
9 to 35 Years
Church's Chicken
Kingsville, TX
 
(d)
 
263

 
461

 

 

 
263

 
461

 
724

 
(86
)
 
1977
 
07/17/13
 
9 to 35 Years
Church's Chicken
Kirby, TX
 
(d)
 
224

 
262

 

 

 
224

 
262

 
486

 
(89
)
 
1985
 
07/17/13
 
9 to 18 Years
Church's Chicken
La Feria, TX
 
(d)
 
369

 
941

 

 

 
369

 
941

 
1,310

 
(153
)
 
2003
 
07/17/13
 
11 to 35 Years
Church's Chicken
Laredo, TX
 
(d)
 
272

 
713

 

 

 
272

 
713

 
985

 
(110
)
 
1966
 
07/17/13
 
11 to 35 Years
Church's Chicken
Laredo, TX
 
(d)
 
727

 
698

 

 

 
727

 
698

 
1,425

 
(114
)
 
1968
 
07/17/13
 
11 to 35 Years
Church's Chicken
Lewisville, TX
 
(d)
 
913

 
470

 

 

 
913

 
470

 
1,383

 
(109
)
 
1976
 
07/17/13
 
8 to 35 Years
Church's Chicken
Lubbock, TX
 
(d)
 
325

 
794

 

 

 
325

 
794

 
1,119

 
(147
)
 
2004
 
07/17/13
 
11 to 34 Years
Church's Chicken
McAllen, TX
 
(d)
 
747

 
408

 

 

 
747

 
408

 
1,155

 
(74
)
 
1992
 
07/17/13
 
10 to 35 Years

150

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Church's Chicken
McAllen, TX
 
(d)
 
601

 
539

 

 

 
601

 
539

 
1,140

 
(103
)
 
1985
 
07/17/13
 
11 to 35 Years
Church's Chicken
Mercedes, TX
 
(d)
 
535

 
575

 

 

 
535

 
575

 
1,110

 
(105
)
 
1982
 
07/17/13
 
11 to 35 Years
Church's Chicken
Mesquite, TX
 
(d)
 
234

 
459

 

 

 
234

 
459

 
693

 
(115
)
 
2001
 
07/17/13
 
11 to 28 Years
Church's Chicken
Midland, TX
 
(d)
 
195

 
432

 

 

 
195

 
432

 
627

 
(78
)
 
1972
 
07/17/13
 
9 to 35 Years
Church's Chicken
Mission, TX
 
(d)
 
577

 
598

 

 

 
577

 
598

 
1,175

 
(110
)
 
1981
 
07/17/13
 
9 to 35 Years
Church's Chicken
New Braunfels, TX
 
(d)
 
302

 
526

 

 

 
302

 
526

 
828

 
(125
)
 
1973
 
07/17/13
 
10 to 27 Years
Church's Chicken
Odessa, TX
 
(d)
 
597

 
443

 

 

 
597

 
443

 
1,040

 
(92
)
 
1979
 
07/17/13
 
10 to 35 Years
Church's Chicken
Odessa, TX
 
(d)
 
670

 
563

 

 

 
670

 
563

 
1,233

 
(108
)
 
1972
 
07/17/13
 
10 to 35 Years
Church's Chicken
Pharr, TX
 
(d)
 
694

 
441

 

 

 
694

 
441

 
1,135

 
(117
)
 
1997
 
07/17/13
 
10 to 26 Years
Church's Chicken
Pleasanton, TX
 
(d)
 
230

 
1,052

 

 

 
230

 
1,052

 
1,282

 
(176
)
 
1985
 
07/17/13
 
11 to 35 Years

Church's Chicken
Port Isabel, TX
 
(d)
 
348

 
672

 

 

 
348

 
672

 
1,020

 
(132
)
 
2004
 
07/17/13
 
11 to 31 Years
Church's Chicken
Port Lavaca, TX
 
(d)
 
339

 
594

 

 

 
339

 
594

 
933

 
(126
)
 
1985
 
07/17/13
 
11 to 28 Years
Church's Chicken
Raymondville, TX
 
(d)
 
660

 
455

 

 

 
660

 
455

 
1,115

 
(104
)
 
1984
 
07/17/13
 
9 to 35 Years
Church's Chicken
Richland Hills, TX
 
(d)
 
229

 
199

 

 

 
229

 
199

 
428

 
(62
)
 
1999
 
07/17/13
 
10 to 25 Years
Church's Chicken
Rio Grand City, TX
 
(d)
 
1,746

 
554

 

 

 
1,746

 
554

 
2,300

 
(102
)
 
1984
 
07/17/13
 
12 to 35 Years
Church's Chicken
Roma, TX
 
(d)
 
478

 
855

 

 

 
478

 
855

 
1,333

 
(159
)
 
1985
 
07/17/13
 
11 to 35 Years
Church's Chicken
San Antonio, TX
 
(d)
 
205

 
1,042

 

 

 
205

 
1,042

 
1,247

 
(265
)
 
1976
 
07/17/13
 
10 to 20 Years
Church's Chicken
San Antonio, TX
 
(d)
 
685

 
257

 

 

 
685

 
257

 
942

 
(57
)
 
1976
 
07/17/13
 
9 to 35 Years
Church's Chicken
San Antonio, TX
 
(d)
 
592

 
336

 

 

 
592

 
336

 
928

 
(72
)
 
1968
 
07/17/13
 
9 to 35 Years
Church's Chicken
San Antonio, TX
 
(d)
 
79

 
347

 

 

 
79

 
347

 
426

 
(61
)
 
1977
 
07/17/13
 
9 to 33 Years
Church's Chicken
San Antonio, TX
 
(d)
 
395

 
414

 

 

 
395

 
414

 
809

 
(111
)
 
1984
 
07/17/13
 
11 to 25 Years
Church's Chicken
San Antonio, TX
 
(d)
 
544

 
521

 

 

 
544

 
521

 
1,065

 
(100
)
 
1967
 
07/17/13
 
11 to 33 Years
Church's Chicken
San Antonio, TX
 
(d)
 
375

 
282

 

 

 
375

 
282

 
657

 
(93
)
 
1965
 
07/17/13
 
9 to 21 Years
Church's Chicken
San Antonio, TX
 
(d)
 
331

 
449

 

 

 
331

 
449

 
780

 
(113
)
 
1983
 
07/17/13
 
10 to 25 Years
Church's Chicken
San Antonio, TX
 
(d)
 
283

 
573

 

 

 
283

 
573

 
856

 
(138
)
 
1971
 
07/17/13
 
11 to 33 Years
Church's Chicken
San Antonio, TX
 
(d)
 
369

 
226

 

 

 
369

 
226

 
595

 
(61
)
 
1986
 
07/17/13
 
10 to 25 Years
Church's Chicken
San Antonio, TX
 
(d)
 
397

 
700

 

 

 
397

 
700

 
1,097

 
(127
)
 
1984
 
07/17/13
 
11 to 35 Years
Church's Chicken
San Antonio, TX
 
(d)
 
279

 
261

 

 

 
279

 
261

 
540

 
(70
)
 
1976
 
07/17/13
 
11 to 32 Years
Church's Chicken
San Benito, TX
 
(d)
 
1,641

 
688

 

 

 
1,641

 
688

 
2,329

 
(113
)
 
1977
 
07/17/13
 
9 to 35 Years

151

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Church's Chicken
Temple, TX
 
(d)
 
705

 
493

 

 

 
705

 
493

 
1,198

 
(86
)
 
1983
 
07/17/13
 
10 to 35 Years
Church's Chicken
Tyler, TX
 
(d)
 
227

 
527

 

 

 
227

 
527

 
754

 
(92
)
 
1976
 
07/17/13
 
11 to 35 Years
Church's Chicken
Universal City, TX
 
(d)
 
408

 
369

 

 

 
408

 
369

 
777

 
(108
)
 
1989
 
07/17/13
 
9 to 25 Years
Church's Chicken
Victoria, TX
 
(d)
 
129

 
490

 

 

 
129

 
490

 
619

 
(113
)
 
1985
 
07/17/13
 
11 to 28 Years
Church's Chicken
Victoria, TX
 
(d)
 
367

 
182

 

 

 
367

 
182

 
549

 
(62
)
 
1984
 
07/17/13
 
11 to 22 Years
Church's Chicken
Waco, TX
 
(d)
 
365

 
542

 

 

 
365

 
542

 
907

 
(87
)
 
1969
 
07/17/13
 
10 to 35 Years
Church's Chicken
Weslaco, TX
 
(d)
 
860

 
513

 

 

 
860

 
513

 
1,373

 
(93
)
 
1990
 
07/17/13
 
11 to 35 Years
Church's Chicken
Weslaco, TX
 
(d)
 
291

 
786

 

 

 
291

 
786

 
1,077

 
(172
)
 
1970
 
07/17/13
 
11 to 25 Years
Church's Chicken
Norfolk, VA
 
(d)
 
373

 
517

 

 

 
373

 
517

 
890

 
(169
)
 
1988
 
07/17/13
 
7 to 20 Years
Church's Chicken
Portsmouth, VA
 
(d)
 
574

 
419

 

 

 
574

 
419

 
993

 
(121
)
 
1988
 
07/17/13
 
10 to 25 Years
Cinemark
Tucson, AZ
 
(d)
 
4,023

 
10,346

 

 
52

 
4,023

 
10,398

 
14,421

 
(280
)
 
2016
 
02/21/17
 
15 to 50 Years
Circle K
Akron, OH
 
(d)
 
424

 
1,139

 

 

 
424

 
1,139

 
1,563

 
(243
)
 
1995
 
07/17/13
 
13 to 30 Years
Circle K
Cuyahoga Falls, OH
 
(d)
 
657

 
1,018

 

 

 
657

 
1,018

 
1,675

 
(267
)
 
1995
 
07/17/13
 
13 to 30 Years
Circle K
Cleveland, OH
 
(d)
 
804

 
1,513

 

 

 
804

 
1,513

 
2,317

 
(306
)
 
2002
 
07/17/13
 
13 to 35 Years
Circle K
Akron, OH
 
(d)
 
587

 
1,073

 

 

 
587

 
1,073

 
1,660

 
(255
)
 
1998
 
07/17/13
 
13 to 32 Years
Circle K
Augusta, GA
 
(d)
 
400

 
1,540

 

 

 
400

 
1,540

 
1,940

 
(281
)
 
1981
 
07/17/13
 
13 to 30 Years
Circle K
Auburn, AL
 
(d)
 
757

 
1,199

 

 

 
757

 
1,199

 
1,956

 
(314
)
 
1990
 
07/17/13
 
10 to 25 Years
Circle K
El Paso, TX
 
(d)
 
1,143

 
1,029

 

 

 
1,143

 
1,029

 
2,172

 
(558
)
 
2000
 
07/17/13
 
4 to 27 Years
Circle K
Fort Mill, SC
 
(d)
 
1,589

 
1,356

 

 

 
1,589

 
1,356

 
2,945

 
(275
)
 
1999
 
07/17/13
 
10 to 33 Years
Circle K
Mount Pleasant, SC
 
(d)
 
1,328

 
1,073

 

 

 
1,328

 
1,073

 
2,401

 
(220
)
 
1978
 
07/17/13
 
7 to 30 Years
Circle K
Goose Creek, SC
 
(d)
 
682

 
1,571

 

 

 
682

 
1,571

 
2,253

 
(425
)
 
1983
 
07/17/13
 
7 to 20 Years
Circle K
Akron, OH
 
(d)
 
500

 
2,058

 

 

 
500

 
2,058

 
2,558

 
(359
)
 
1999
 
07/17/13
 
15 to 33 Years
Circle K
Akron, OH
 
(d)
 
337

 
1,149

 

 

 
337

 
1,149

 
1,486

 
(207
)
 
2001
 
07/17/13
 
15 to 35 Years
Circle K
Parma, OH
 
(d)
 
437

 
1,166

 

 

 
437

 
1,166

 
1,603

 
(206
)
 
2002
 
07/17/13
 
15 to 35 Years
Circle K
Twinsburg, OH
 
(d)
 
556

 
1,317

 

 

 
556

 
1,317

 
1,873

 
(247
)
 
2005
 
07/17/13
 
15 to 37 Years
Circle K
Cuyahoga Falls, OH
 
(d)
 
958

 
1,416

 

 

 
958

 
1,416

 
2,374

 
(330
)
 
2002
 
07/17/13
 
15 to 35 Years
Circle K
Charlotte, NC
 
(d)
 
1,508

 
749

 
(128
)
 

 
1,380

 
749

 
2,129

 
(205
)
 
1996
 
07/17/13
 
9 to 35 Years
Circle K
Savannah, GA
 
(d)
 
1,001

 
847

 

 

 
1,001

 
847

 
1,848

 
(265
)
 
1997
 
07/17/13
 
8 to 37 Years
Circle K
Phenix City, AL
 
(d)
 
554

 
1,392

 

 

 
554

 
1,392

 
1,946

 
(295
)
 
1999
 
07/17/13
 
13 to 33 Years
Circle K
Macon, GA
 
(d)
 
470

 
1,226

 

 

 
470

 
1,226

 
1,696

 
(324
)
 
1974
 
07/17/13
 
7 to 35 Years
Circle K
Lanett, AL
 
(d)
 
299

 
844

 

 

 
299

 
844

 
1,143

 
(203
)
 
1974
 
07/17/13
 
10 to 25 Years
Circle K
Monroe, LA
 
(d)
 
517

 
1,455

 

 

 
517

 
1,455

 
1,972

 
(409
)
 
1986
 
07/17/13
 
6 to 28 Years

152

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Circle K
Akron, OH
 
(d)
 
595

 
1,031

 

 

 
595

 
1,031

 
1,626

 
(243
)
 
1995
 
07/17/13
 
14 to 30 Years
Circle K
Akron, OH
 
(d)
 
554

 
824

 

 

 
554

 
824

 
1,378

 
(176
)
 
1969
 
07/17/13
 
14 to 38 Years
Circle K
Akron, OH
 
(d)
 
517

 
1,122

 

 

 
517

 
1,122

 
1,639

 
(257
)
 
1994
 
07/17/13
 
13 to 29 Years
Circle K
Barberton, OH
 
(d)
 
255

 
1,244

 

 

 
255

 
1,244

 
1,499

 
(265
)
 
1991
 
07/17/13
 
12 to 26 Years
Circle K
Charlotte, NC
 
(d)
 
1,442

 
789

 

 

 
1,442

 
789

 
2,231

 
(263
)
 
1997
 
07/17/13
 
8 to 35 Years
Circle K
Savannah, GA
 
(d)
 
831

 
869

 

 

 
831

 
869

 
1,700

 
(219
)
 
1990
 
07/17/13
 
14 to 30 Years
Circle K
Columbus, GA
 
(d)
 
711

 
943

 

 

 
711

 
943

 
1,654

 
(208
)
 
1990
 
07/17/13
 
13 to 32 Years
Circle K
Columbus, GA
 
(d)
 
574

 
1,039

 

 

 
574

 
1,039

 
1,613

 
(211
)
 
1984
 
07/17/13
 
13 to 32 Years
Circle K
Opelika, AL
 
(d)
 
960

 
1,716

 

 

 
960

 
1,716

 
2,676

 
(469
)
 
1988
 
07/17/13
 
10 to 25 Years
Circle K
Baton Rouge, LA
 
(d)
 
260

 
859

 

 

 
260

 
859

 
1,119

 
(206
)
 
1976
 
07/17/13
 
7 to 25 Years
Circle K
West Monroe, LA
 
(d)
 
686

 
981

 

 

 
686

 
981

 
1,667

 
(542
)
 
1983
 
07/17/13
 
5 to 25 Years
Circle K
Copley, OH
 
(d)
 
379

 
999

 

 

 
379

 
999

 
1,378

 
(236
)
 
1993
 
07/17/13
 
12 to 28 Years
Circle K
Akron, OH
 
(d)
 
283

 
1,160

 

 

 
283

 
1,160

 
1,443

 
(217
)
 
1997
 
07/17/13
 
14 to 32 Years
Circle K
Akron, OH
 
(d)
 
434

 
1,198

 

 

 
434

 
1,198

 
1,632

 
(266
)
 
1994
 
07/17/13
 
14 to 29 Years
Circle K
Kent, OH
 
(d)
 
258

 
917

 

 

 
258

 
917

 
1,175

 
(190
)
 
1994
 
07/17/13
 
13 to 29 Years
Circle K
Huntersville, NC
 
(d)
 
1,539

 
924

 

 

 
1,539

 
924

 
2,463

 
(344
)
 
1996
 
07/17/13
 
8 to 35 Years
Circle K
Springdale, SC
 
(d)
 
794

 
767

 

 

 
794

 
767

 
1,561

 
(174
)
 
1999
 
07/17/13
 
13 to 33 Years
Circle K
Charleston, SC
 
(d)
 
1,547

 
1,242

 

 

 
1,547

 
1,242

 
2,789

 
(403
)
 
1987
 
07/17/13
 
7 to 20 Years
Circle K
Port Wentworth, GA
 
(d)
 
1,627

 
1,131

 

 

 
1,627

 
1,131

 
2,758

 
(663
)
 
1991
 
07/17/13
 
4 to 35 Years
Circle K
Columbus, GA
 
(d)
 
867

 
2,299

 

 

 
867

 
2,299

 
3,166

 
(442
)
 
1978
 
07/17/13
 
13 to 30 Years
Circle K
Baton Rouge, LA
 
(d)
 
330

 
997

 

 

 
330

 
997

 
1,327

 
(206
)
 
1970
 
07/17/13
 
8 to 30 Years
Circle K
Cuyahoga Falls, OH
 
(d)
 
342

 
806

 

 

 
342

 
806

 
1,148

 
(199
)
 
1972
 
07/17/13
 
12 to 26 Years
Circle K
Akron, OH
 
(d)
 
343

 
1,193

 

 

 
343

 
1,193

 
1,536

 
(236
)
 
1991
 
07/17/13
 
15 to 31 Years
Circle K
Akron, OH
 
(d)
 
513

 
1,251

 

 

 
513

 
1,251

 
1,764

 
(257
)
 
1996
 
07/17/13
 
15 to 31 Years
Circle K
Bedford, OH
 
(d)
 
750

 
680

 

 

 
750

 
680

 
1,430

 
(191
)
 
2000
 
07/17/13
 
15 to 33 Years
Circle K
El Paso, TX
 
(d)
 
987

 
558

 

 

 
987

 
558

 
1,545

 
(224
)
 
1999
 
07/17/13
 
3 to 26 Years
Circle K
Valley, AL
 
(d)
 
754

 
804

 

 

 
754

 
804

 
1,558

 
(214
)
 
1974
 
07/17/13
 
9 to 25 Years
Circle K
Midland, GA
 
(d)
 
637

 
2,136

 

 

 
637

 
2,136

 
2,773

 
(343
)
 
1995
 
07/17/13
 
9 to 35 Years
Circle K
Columbus, GA
 
(d)
 
1,465

 
2,088

 

 

 
1,465

 
2,088

 
3,553

 
(434
)
 
1995
 
07/17/13
 
11 to 34 Years
Circle K
Baton Rouge, LA
 
(d)
 
481

 
913

 

 

 
481

 
913

 
1,394

 
(222
)
 
1977
 
07/17/13
 
8 to 30 Years
Circle K
Akron, OH
 
(d)
 
321

 
1,179

 

 

 
321

 
1,179

 
1,500

 
(239
)
 
1994
 
07/17/13
 
13 to 29 Years
Circle K
Barberton, OH
 
(d)
 
884

 
1,885

 

 

 
884

 
1,885

 
2,769

 
(389
)
 
1981
 
07/17/13
 
13 to 34 Years

153

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Circle K
Norton, OH
 
(d)
 
581

 
1,460

 

 

 
581

 
1,460

 
2,041

 
(285
)
 
1984
 
07/17/13
 
13 to 35 Years
Circle K
Willoughby, OH
 
(d)
 
477

 
1,167

 

 

 
477

 
1,167

 
1,644

 
(237
)
 
1986
 
07/17/13
 
13 to 32 Years
Circle K
Columbia, SC
 
(d)
 
1,261

 
985

 

 

 
1,261

 
985

 
2,246

 
(251
)
 
1993
 
07/17/13
 
10 to 28 Years
Circle K
El Paso, TX
 
(d)
 
1,090

 
1,203

 

 

 
1,090

 
1,203

 
2,293

 
(426
)
 
1999
 
07/17/13
 
6 to 35 Years
Circle K
Martinez, GA
 
(d)
 
626

 
996

 

 

 
626

 
996

 
1,622

 
(487
)
 
1985
 
07/17/13
 
3 to 35 Years
Circle K
Pine Mountain, GA
 
(d)
 
454

 
1,627

 

 

 
454

 
1,627

 
2,081

 
(309
)
 
1999
 
07/17/13
 
10 to 37 Years
Circle K
Beaufort, SC
 
(d)
 
850

 
1,337

 

 

 
850

 
1,337

 
2,187

 
(294
)
 
1997
 
07/17/13
 
12 to 34 Years
Circle K
West Monroe, LA
 
(d)
 
425

 
1,558

 

 

 
425

 
1,558

 
1,983

 
(483
)
 
1999
 
07/17/13
 
3 to 35 Years
Circle K
Akron, OH
 
(d)
 
402

 
1,263

 

 

 
402

 
1,263

 
1,665

 
(228
)
 
2000
 
07/17/13
 
13 to 34 Years
Circle K
Akron, OH
 
(d)
 
291

 
1,230

 

 

 
291

 
1,230

 
1,521

 
(278
)
 
1950
 
07/17/13
 
12 to 25 Years
Circle K
Canton, OH
 
(d)
 
362

 
1,159

 

 

 
362

 
1,159

 
1,521

 
(265
)
 
1990
 
07/17/13
 
12 to 26 Years
Circle K
Maple Heights, OH
 
(d)
 
747

 
917

 

 

 
747

 
917

 
1,664

 
(231
)
 
1998
 
07/17/13
 
13 to 32 Years
Circle K
Brookpark, OH
 
(d)
 
623

 
978

 

 

 
623

 
978

 
1,601

 
(223
)
 
1998
 
07/17/13
 
13 to 32 Years
Circle K
Charlotte, NC
 
(d)
 
1,392

 
563

 

 

 
1,392

 
563

 
1,955

 
(316
)
 
1991
 
07/17/13
 
6 to 32 Years
Circle K
Mobile, AL
 
(d)
 
552

 
1,664

 

 

 
552

 
1,664

 
2,216

 
(407
)
 
1987
 
07/17/13
 
11 to 24 Years
Circle K
Bluffton, SC
 
(d)
 
1,531

 
645

 

 

 
1,531

 
645

 
2,176

 
(205
)
 
1997
 
07/17/13
 
10 to 32 Years
Circle K
Macon, GA
 
(d)
 
471

 
1,066

 

 

 
471

 
1,066

 
1,537

 
(351
)
 
1993
 
07/17/13
 
5 to 35 Years
Circle K
Mobile, AL
 
(d)
 
939

 
878

 

 

 
939

 
878

 
1,817

 
(280
)
 
1988
 
07/17/13
 
13 to 25 Years
Circle K
Shreveport, LA
 
(d)
 
369

 
1,183

 

 

 
369

 
1,183

 
1,552

 
(320
)
 
1988
 
07/17/13
 
4 to 25 Years
Circle K
Seville, OH
 
(d)
 
1,141

 
2,604

 

 

 
1,141

 
2,604

 
3,745

 
(503
)
 
2003
 
07/17/13
 
15 to 36 Years
Circle K
Barberton, OH
 
(d)
 
321

 
1,219

 

 

 
321

 
1,219

 
1,540

 
(232
)
 
1983
 
07/17/13
 
14 to 31 Years
Circle K
Fairlawn, OH
 
(d)
 
616

 
1,064

 

 

 
616

 
1,064

 
1,680

 
(262
)
 
1993
 
07/17/13
 
13 to 28 Years
Circle K
Canton, OH
 
(d)
 
1,037

 
1,557

 

 

 
1,037

 
1,557

 
2,594

 
(376
)
 
2000
 
07/17/13
 
15 to 34 Years
Circle K
Northfield, OH
 
(d)
 
873

 
1,633

 

 

 
873

 
1,633

 
2,506

 
(354
)
 
1983
 
07/17/13
 
15 to 35 Years
Circle K
Columbus, GA
 
(d)
 
730

 
1,317

 

 

 
730

 
1,317

 
2,047

 
(295
)
 
1978
 
07/17/13
 
13 to 28 Years
Circle K
Opelika, AL
 
(d)
 
400

 
1,321

 

 

 
400

 
1,321

 
1,721

 
(309
)
 
1989
 
07/17/13
 
10 to 24 Years
Circle K
Albuquerque, NM
 
(d)
 
699

 
777

 

 

 
699

 
777

 
1,476

 
(311
)
 
1994
 
07/17/13
 
9 to 35 Years
Circle K
North Augusta, SC
 
(d)
 
1,065

 
894

 

 

 
1,065

 
894

 
1,959

 
(189
)
 
1999
 
07/17/13
 
12 to 33 Years
Circle K
Bossier City, LA
 
(d)
 
565

 
1,051

 
(21
)
 

 
544

 
1,051

 
1,595

 
(249
)
 
1987
 
07/17/13
 
9 to 25 Years
CircusTrix
Clovis, CA
 
(d)
 
1,117

 
26

 

 
238

 
1,117

 
264

 
1,381

 
(3
)
 
2017
 
12/06/16
 
10 to 10 Years
Clean Freak
Phoenix, AZ
 
(d)
 
2,066

 
1,581

 

 

 
2,066

 
1,581

 
3,647

 
(111
)
 
2009
 
09/29/16
 
21 to 30 Years

154

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Clean Freak
Phoenix, AZ
 
(d)
 
1,143

 
439

 

 

 
1,143

 
439

 
1,582

 
(41
)
 
1970
 
09/29/16
 
21 to 30 Years
Clean Freak
Chandler, AZ
 
(d)
 
1,293

 
1,951

 

 

 
1,293

 
1,951

 
3,244

 
(116
)
 
2006
 
09/29/16
 
21 to 30 Years
Clean Freak
Phoenix, AZ
 
(d)
 
1,835

 
2,332

 

 
54

 
1,835

 
2,386

 
4,221

 
(143
)
 
1974
 
09/29/16
 
21 to 30 Years
Clean Freak
Glendale, AZ
 
(d)
 
1,524

 
854

 

 

 
1,524

 
854

 
2,378

 
(78
)
 
1988
 
09/29/16
 
21 to 30 Years
Columbus Arts & Tech Academy
Columbus, OH
 
(a)
 
417

 
5,100

 

 
849

 
417

 
5,949

 
6,366

 
(2,489
)
 
1980
 
03/17/06
 
13 to 30 Years
Columbus Fish Market
Grandview, OH
 
(b)
 
2,164

 
1,165

 

 

 
2,164

 
1,165

 
3,329

 
(397
)
 
1960
 
07/17/13
 
9 to 23 Years
Columbus Preparatory Academy
Columbus, OH
 
(a)
 
1,069

 
3,363

 
330

 
1,340

 
1,399

 
4,703

 
6,102

 
(2,875
)
 
2004
 
03/17/06
 
13 to 20 Years
ConForm Automotive
Sidney, OH
 
(a)
 
921

 
4,177

 

 

 
921

 
4,177

 
5,098

 
(2,525
)
 
1987
 
12/22/05
 
12 to 20 Years
Convergys
Las Cruces, NM
 
(d)
 
808

 
6,045

 

 

 
808

 
6,045

 
6,853

 
(908
)
 
2008
 
07/17/13
 
4 to 52 Years
Cost-U-Less
St. Croix, VI
 
(d)
 
2,132

 
5,992

 

 

 
2,132

 
5,992

 
8,124

 
(1,002
)
 
2005
 
07/17/13
 
8 to 37 Years
Courthouse Athletic Club
Salem, OR
 
(a)
 
941

 
2,620

 
1,018

 
5,042

 
1,959

 
7,662

 
9,621

 
(2,483
)
 
1996
 
12/01/05
 
15 to 40 Years
Courthouse Athletic Club
Salem, OR
 
(a)
 
1,509

 
5,635

 

 

 
1,509

 
5,635

 
7,144

 
(1,864
)
 
2001
 
12/01/05
 
15 to 40 Years
Courthouse Athletic Club
Salem, OR
 
(a)
 
1,214

 
4,911

 

 

 
1,214

 
4,911

 
6,125

 
(1,652
)
 
1980
 
12/01/05
 
15 to 40 Years
Courthouse Athletic Club
Keizer, OR
 
(a)
 
1,208

 
4,089

 

 

 
1,208

 
4,089

 
5,297

 
(1,361
)
 
1988
 
12/01/05
 
15 to 40 Years
Courthouse Athletic Club
Salem, OR
 
(a)
 
1,589

 
3,834

 

 

 
1,589

 
3,834

 
5,423

 
(1,721
)
 
1977
 
12/01/05
 
15 to 30 Years
CoxHealth
Springfield, MO
 
(d)
 
2,025

 
3,911

 

 

 
2,025

 
3,911

 
5,936

 
(660
)
 
1990
 
09/23/14
 
7 to 30 Years
Crème de la Crème
Lone Tree, CO
 
(a)
 
2,020

 
3,748

 

 

 
2,020

 
3,748

 
5,768

 
(1,697
)
 
1999
 
09/29/05
 
15 to 30 Years
Crème de la Crème
Warrenville, IL
 
(a)
 
2,542

 
3,813

 

 

 
2,542

 
3,813

 
6,355

 
(1,881
)
 
1999
 
09/29/05
 
15 to 30 Years
Crème de la Crème
Leawood, KS
 
(a)
 
1,854

 
3,914

 

 

 
1,854

 
3,914

 
5,768

 
(1,846
)
 
1999
 
09/29/05
 
15 to 30 Years
Crème de la Crème
Westmont, IL
 
(a)
 
1,375

 
5,087

 

 

 
1,375

 
5,087

 
6,462

 
(1,584
)
 
2003
 
12/28/05
 
15 to 40 Years
Crème de la Crème
Romeoville, IL
 
(a)
 
1,684

 
5,676

 
(1
)
 

 
1,683

 
5,676

 
7,359

 
(1,449
)
 
2008
 
11/07/08
 
14 to 49 Years
Crème de la Crème
Duluth, GA
 
(a)
 
2,289

 
4,274

 

 

 
2,289

 
4,274

 
6,563

 
(1,889
)
 
2007
 
12/23/08
 
13 to 48 Years
Crème de la Crème
Mount Laurel, NJ
 
(a)
 
1,404

 
5,655

 

 

 
1,404

 
5,655

 
7,059

 
(1,566
)
 
2007
 
05/01/09
 
13 to 48 Years
Crème de la Crème
Chicago, IL
 
(a)
 
5,057

 
5,939

 

 

 
5,057

 
5,939

 
10,996

 
(577
)
 
2009
 
05/30/14
 
15 to 40 Years
Crème de la Crème
Barrington, IL
 
(a)
 
1,180

 
5,939

 

 

 
1,180

 
5,939

 
7,119

 
(620
)
 
2008
 
05/30/14
 
15 to 40 Years

155

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Crown Distributing LLC
Arlington, WA
 
(d)
 
1,860

 
10,402

 

 

 
1,860

 
10,402

 
12,262

 
(967
)
 
2002
 
11/21/14
 
7 to 40 Years
Crunch Fitness
Aurora, IL
 
(b)
 
668

 
2,615

 

 
23

 
668

 
2,638

 
3,306

 
(133
)
 
2006
 
11/29/16
 
9 to 30 Years
Crunch Fitness
Eagle, ID
 
(d)
 
1,428

 
5,591

 

 
430

 
1,428

 
6,021

 
7,449

 
(228
)
 
1999
 
12/28/16
 
10 to 30 Years
Crunch Fitness
Boise, ID
 
(d)
 
1,335

 
4,982

 

 
305

 
1,335

 
5,287

 
6,622

 
(206
)
 
2001
 
12/28/16
 
8 to 30 Years
Crunch Fitness
Boise, ID
 
(d)
 
823

 
3,178

 

 
313

 
823

 
3,491

 
4,314

 
(103
)
 
2003
 
12/28/16
 
10 to 40 Years
Crunch Fitness
Meridian, ID
 
(d)
 
840

 
2,950

 

 
273

 
840

 
3,223

 
4,063

 
(114
)
 
1993
 
12/28/16
 
8 to 30 Years
C-Store (GPM Investments, LLC)
Daleville, VA
 
(d)
 
467

 
616

 

 

 
467

 
616

 
1,083

 
(79
)
 
1989
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Forest, VA
 
(d)
 
248

 
834

 

 

 
248

 
834

 
1,082

 
(89
)
 
1995
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Rustburg, VA
 
(d)
 
526

 
775

 

 

 
526

 
775

 
1,301

 
(106
)
 
1990
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Madison Heights, VA
 
(d)
 
268

 
417

 

 

 
268

 
417

 
685

 
(51
)
 
1983
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Lynchburg, VA
 
(d)
 
467

 
1,391

 

 

 
467

 
1,391

 
1,858

 
(142
)
 
2006
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Altavista, VA
 
(d)
 
358

 
1,401

 

 

 
358

 
1,401

 
1,759

 
(140
)
 
1981
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Altavista, VA
 
(d)
 
467

 
745

 

 

 
467

 
745

 
1,212

 
(90
)
 
1984
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
South Boston, VA
 
(d)
 
377

 
705

 

 

 
377

 
705

 
1,082

 
(75
)
 
1988
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Blairs, VA
 
(d)
 
318

 
636

 

 

 
318

 
636

 
954

 
(70
)
 
1987
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Beattyville, KY
 
(d)
 
278

 
795

 

 

 
278

 
795

 
1,073

 
(84
)
 
1981
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Winchester, KY
 
(d)
 
755

 
775

 

 

 
755

 
775

 
1,530

 
(104
)
 
1981
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Irvine, KY
 
(d)
 
219

 
666

 

 

 
219

 
666

 
885

 
(80
)
 
1987
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Paris, KY
 
(d)
 
129

 
636

 

 

 
129

 
636

 
765

 
(65
)
 
1988
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Carlisle, KY
 
(d)
 
209

 
586

 

 

 
209

 
586

 
795

 
(67
)
 
1989
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Georgetown, KY
 
(d)
 
725

 
805

 

 

 
725

 
805

 
1,530

 
(103
)
 
1989
 
06/30/15
 
15 to 30 Years

156

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (GPM Investments, LLC)
Georgetown, KY
 
(d)
 
815

 
934

 

 

 
815

 
934

 
1,749

 
(116
)
 
1998
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Mount Sterling, KY
 
(d)
 
1,103

 
1,103

 

 

 
1,103

 
1,103

 
2,206

 
(150
)
 
2000
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Harrodsburg, KY
 
(d)
 
228

 
824

 

 

 
228

 
824

 
1,052

 
(89
)
 
1973
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Carlisle, KY
 
(d)
 
298

 
874

 

 

 
298

 
874

 
1,172

 
(101
)
 
2005
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Salem, VA
 
(d)
 
209

 
576

 

 

 
209

 
576

 
785

 
(66
)
 
1970
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Salem, VA
 
(d)
 
646

 
517

 

 

 
646

 
517

 
1,163

 
(73
)
 
1987
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Roanoke, VA
 
(d)
 
238

 
497

 

 

 
238

 
497

 
735

 
(53
)
 
1988
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Roanoke, VA
 
(d)
 
616

 
534

 

 

 
616

 
534

 
1,150

 
(76
)
 
1988
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Bedford, VA
 
(d)
 
258

 
818

 

 

 
258

 
818

 
1,076

 
(88
)
 
1997
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Lynchburg, VA
 
(d)
 
278

 
699

 

 

 
278

 
699

 
977

 
(70
)
 
1967
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Gretna, VA
 
(d)
 
268

 
798

 

 

 
268

 
798

 
1,066

 
(93
)
 
1978
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Lynchburg, VA
 
(d)
 
517

 
1,142

 

 

 
517

 
1,142

 
1,659

 
(128
)
 
2000
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Moneta, VA
 
(d)
 
437

 
934

 

 

 
437

 
934

 
1,371

 
(118
)
 
1999
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Hurt, VA
 
(d)
 
685

 
1,023

 

 

 
685

 
1,023

 
1,708

 
(133
)
 
1973
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
South Boston, VA
 
(d)
 
407

 
834

 

 

 
407

 
834

 
1,241

 
(89
)
 
1983
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
South Boston, VA
 
(d)
 
894

 
1,232

 

 

 
894

 
1,232

 
2,126

 
(147
)
 
1997
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Gretna, VA
 
(d)
 
159

 
1,083

 

 

 
159

 
1,083

 
1,242

 
(108
)
 
1996
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Danville, VA
 
(d)
 
348

 
477

 

 

 
348

 
477

 
825

 
(61
)
 
1989
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
South Boston, VA
 
(d)
 
368

 
517

 

 

 
368

 
517

 
885

 
(71
)
 
1997
 
06/30/15
 
15 to 30 Years

157

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (GPM Investments, LLC)
Jackson, KY
 
(d)
 
417

 
765

 

 

 
417

 
765

 
1,182

 
(89
)
 
1982
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
McKee, KY
 
(d)
 
119

 
973

 

 

 
119

 
973

 
1,092

 
(91
)
 
1983
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Paris, KY
 
(d)
 
209

 
576

 

 

 
209

 
576

 
785

 
(66
)
 
1992
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Cynthiana, KY
 
(d)
 
119

 
596

 

 

 
119

 
596

 
715

 
(61
)
 
1985
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Campton, KY
 
(d)
 
189

 
735

 

 

 
189

 
735

 
924

 
(78
)
 
1996
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Flemingsburg, KY
 
(d)
 
1,073

 
1,212

 

 

 
1,073

 
1,212

 
2,285

 
(161
)
 
1997
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Clay City, KY
 
(d)
 
397

 
884

 

 

 
397

 
884

 
1,281

 
(120
)
 
2002
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Hazard, KY
 
(d)
 
288

 
805

 

 

 
288

 
805

 
1,093

 
(87
)
 
1991
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Roanoke, VA
 
(d)
 
397

 
785

 

 

 
397

 
785

 
1,182

 
(90
)
 
1986
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Salem, VA
 
(d)
 
387

 
1,172

 

 

 
387

 
1,172

 
1,559

 
(124
)
 
1973
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Roanoke, VA
 
(d)
 
397

 
685

 

 

 
397

 
685

 
1,082

 
(82
)
 
1997
 
06/30/15
 
15 to 30 Years
C-Store (GPM Investments, LLC)
Greenville, MI
 
(d)
 
437

 
628

 

 
194

 
437

 
822

 
1,259

 
(60
)
 
1968
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Spring Lake, MI
 
(d)
 
247

 
325

 

 
190

 
247

 
515

 
762

 
(43
)
 
1964
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Hastings, MI
 
(d)
 
392

 
437

 

 
190

 
392

 
627

 
1,019

 
(57
)
 
1964
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Zeeland, MI
 
(d)
 
213

 
426

 

 

 
213

 
426

 
639

 
(35
)
 
1989
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Holland, MI
 
(d)
 
235

 
325

 

 

 
235

 
325

 
560

 
(31
)
 
1957
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Eaton Rapids, MI
 
(d)
 
291

 
448

 

 

 
291

 
448

 
739

 
(47
)
 
1945
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Fremont, MI
 
(d)
 
269

 
269

 

 

 
269

 
269

 
538

 
(34
)
 
1971
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Sparta, MI
 
(d)
 
291

 
650

 

 

 
291

 
650

 
941

 
(53
)
 
1993
 
05/19/16
 
17 to 30 Years

158

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (GPM Investments, LLC)
Three Rivers, MI
 
(d)
 
1,256

 
1,401

 

 

 
1,256

 
1,401

 
2,657

 
(133
)
 
1982
 
05/19/16
 
20 to 30 Years
C-Store (GPM Investments, LLC)
Jackson, MI
 
(d)
 
684

 
1,188

 

 

 
684

 
1,188

 
1,872

 
(100
)
 
1963
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Jackson, MI
 
(d)
 
908

 
1,132

 

 

 
908

 
1,132

 
2,040

 
(107
)
 
1969
 
05/19/16
 
21 to 30 Years
C-Store (GPM Investments, LLC)
Cedar Springs, MI
 
(d)
 
191

 
348

 

 

 
191

 
348

 
539

 
(31
)
 
1965
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Burton, MI
 
(d)
 
336

 
1,323

 

 

 
336

 
1,323

 
1,659

 
(90
)
 
1969
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Cadillac, MI
 
(d)
 
370

 
404

 

 

 
370

 
404

 
774

 
(43
)
 
1971
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Swartz Creek, MI
 
(d)
 
213

 
460

 

 

 
213

 
460

 
673

 
(39
)
 
1952
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Grayling, MI
 
(d)
 
2,052

 
549

 

 

 
2,052

 
549

 
2,601

 
(102
)
 
1988
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Plainwell, MI
 
(d)
 
785

 
235

 

 

 
785

 
235

 
1,020

 
(56
)
 
1998
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Lansing, MI
 
(d)
 
336

 
168

 

 

 
336

 
168

 
504

 
(33
)
 
1978
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Menominee, MI
 
(d)
 
235

 
179

 

 

 
235

 
179

 
414

 
(25
)
 
1966
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Marquette, MI
 
(d)
 
404

 
146

 

 

 
404

 
146

 
550

 
(23
)
 
1968
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Scottville, MI
 
(d)
 
235

 
404

 

 

 
235

 
404

 
639

 
(41
)
 
1959
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Saginaw, MI
 
(d)
 
1,177

 
594

 

 

 
1,177

 
594

 
1,771

 
(81
)
 
1989
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Sault Ste Marie, MI
 
(d)
 
1,760

 
561

 

 

 
1,760

 
561

 
2,321

 
(92
)
 
1993
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Lansing, MI
 
(d)
 
269

 
179

 

 

 
269

 
179

 
448

 
(27
)
 
1965
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Merrillville, IN
 
(d)
 
303

 
247

 

 

 
303

 
247

 
550

 
(33
)
 
1973
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Stevensville, MI
 
(d)
 
482

 
191

 

 

 
482

 
191

 
673

 
(41
)
 
1960
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Charlotte, MI
 
(d)
 
224

 
157

 

 

 
224

 
157

 
381

 
(26
)
 
1968
 
05/19/16
 
17 to 30 Years

159

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (GPM Investments, LLC)
Franklin, IN
 
(d)
 
303

 
213

 

 

 
303

 
213

 
516

 
(29
)
 
1969
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Muncie, IN
 
(d)
 
448

 
135

 

 

 
448

 
135

 
583

 
(31
)
 
1983
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Freeland, MI
 
(d)
 
336

 
437

 

 

 
336

 
437

 
773

 
(44
)
 
1962
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Midland, MI
 
(d)
 
314

 
135

 

 

 
314

 
135

 
449

 
(26
)
 
1960
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Saginaw, MI
 
(d)
 
224

 
135

 

 

 
224

 
135

 
359

 
(22
)
 
1960
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Coldwater, MI
 
(d)
 
258

 
135

 

 

 
258

 
135

 
393

 
(23
)
 
1960
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Jackson, MI
 
(d)
 
247

 
179

 

 

 
247

 
179

 
426

 
(28
)
 
1965
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Midland, MI
 
(d)
 
191

 
67

 

 

 
191

 
67

 
258

 
(16
)
 
1962
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Hillsdale, MI
 
(d)
 
325

 
157

 

 

 
325

 
157

 
482

 
(25
)
 
1968
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Mason, MI
 
(d)
 
258

 
157

 

 

 
258

 
157

 
415

 
(27
)
 
1971
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Allegan, MI
 
(d)
 
392

 
224

 

 

 
392

 
224

 
616

 
(39
)
 
1965
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Connersville, IN
 
(d)
 
336

 
179

 

 

 
336

 
179

 
515

 
(25
)
 
1993
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Indianapolis, IN
 
(d)
 
426

 
191

 

 

 
426

 
191

 
617

 
(31
)
 
1973
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Monticello, IN
 
(d)
 
235

 
202

 

 

 
235

 
202

 
437

 
(28
)
 
1970
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Frankfort, IN
 
(d)
 
258

 
202

 

 

 
258

 
202

 
460

 
(28
)
 
1970
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Grand Rapids, MI
 
(d)
 
224

 
123

 

 

 
224

 
123

 
347

 
(17
)
 
1957
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Grand Haven, MI
 
(d)
 
661

 
628

 

 

 
661

 
628

 
1,289

 
(63
)
 
1992
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Indianapolis, IN
 
(d)
 
325

 
157

 

 

 
325

 
157

 
482

 
(23
)
 
1945
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Indianapolis, IN
 
(d)
 
247

 
146

 

 

 
247

 
146

 
393

 
(20
)
 
1972
 
05/19/16
 
17 to 30 Years

160

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (GPM Investments, LLC)
Alpena, MI
 
(d)
 
392

 
336

 

 

 
392

 
336

 
728

 
(37
)
 
1998
 
05/19/16
 
17 to 40 Years
C-Store (GPM Investments, LLC)
Alpena, MI
 
(d)
 
471

 
561

 

 

 
471

 
561

 
1,032

 
(48
)
 
1999
 
05/19/16
 
17 to 40 Years
C-Store (GPM Investments, LLC)
Alma, MI
 
(d)
 
235

 
437

 

 

 
235

 
437

 
672

 
(38
)
 
2006
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Edmore, MI
 
(d)
 
729

 
774

 

 

 
729

 
774

 
1,503

 
(88
)
 
1999
 
05/19/16
 
17 to 40 Years
C-Store (GPM Investments, LLC)
Ithaca, MI
 
(d)
 
538

 
381

 

 

 
538

 
381

 
919

 
(52
)
 
1994
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Saginaw, MI
 
(d)
 
359

 
191

 

 

 
359

 
191

 
550

 
(23
)
 
1969
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Traverse City, MI
 
(d)
 
482

 
179

 

 

 
482

 
179

 
661

 
(24
)
 
1971
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Norton Shores, MI
 
(d)
 
325

 
291

 

 

 
325

 
291

 
616

 
(39
)
 
1962
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Coopersville, MI
 
(d)
 
998

 
572

 

 

 
998

 
572

 
1,570

 
(71
)
 
1968
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Muskegon, MI
 
(d)
 
605

 
650

 

 

 
605

 
650

 
1,255

 
(66
)
 
1959
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Muskegon, MI
 
(d)
 
291

 
471

 

 

 
291

 
471

 
762

 
(48
)
 
1964
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Rushville, IN
 
(d)
 
179

 
112

 

 

 
179

 
112

 
291

 
(17
)
 
1978
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
St Johns, MI
 
(d)
 
460

 
706

 

 

 
460

 
706

 
1,166

 
(71
)
 
2011
 
05/19/16
 
17 to 30 Years
C-Store (GPM Investments, LLC)
Wyoming, MI
 
(d)
 
314

 
448

 

 

 
314

 
448

 
762

 
(38
)
 
1958
 
05/19/16
 
17 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Sherman Mills, ME
 
(d)
 
259

 
163

 

 

 
259

 
163

 
422

 
(77
)
 
1974
 
06/28/12
 
15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)
Bangor, ME
 
(d)
 
327

 
141

 

 

 
327

 
141

 
468

 
(91
)
 
1973
 
06/28/12
 
15 to 15 Years
C-Store (Irving Oil Marketing, Inc.)
Calais, ME
 
(d)
 
187

 
213

 

 

 
187

 
213

 
400

 
(83
)
 
1968
 
06/28/12
 
15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)
Brewer, ME
 
(d)
 
238

 
260

 

 

 
238

 
260

 
498

 
(89
)
 
1967
 
06/28/12
 
15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)
Harrington, ME
 
(d)
 
331

 
459

 

 

 
331

 
459

 
790

 
(138
)
 
1992
 
06/28/12
 
15 to 32 Years

161

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (Irving Oil Marketing, Inc.)
Lewiston, ME
 
(d)
 
460

 
341

 

 

 
460

 
341

 
801

 
(118
)
 
1994
 
06/28/12
 
15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)
Rockland, ME
 
(d)
 
211

 
303

 

 

 
211

 
303

 
514

 
(82
)
 
1984
 
06/28/12
 
15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)
Oakfield, ME
 
(d)
 
273

 
229

 

 

 
273

 
229

 
502

 
(95
)
 
1993
 
06/28/12
 
15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)
Ashland, NH
 
(d)
 
398

 
157

 

 

 
398

 
157

 
555

 
(64
)
 
1970
 
06/28/12
 
15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)
Berlin, NH
 
(d)
 
387

 
317

 

 

 
387

 
317

 
704

 
(118
)
 
1991
 
06/28/12
 
15 to 22 Years
C-Store (Irving Oil Marketing, Inc.)
Paris, ME
 
(d)
 
139

 
153

 

 

 
139

 
153

 
292

 
(68
)
 
1954
 
06/28/12
 
15 to 17 Years
C-Store (Irving Oil Marketing, Inc.)
Madison, ME
 
(d)
 
130

 
410

 

 

 
130

 
410

 
540

 
(109
)
 
1988
 
06/28/12
 
15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)
Bartlett, NH
 
(d)
 
325

 
399

 

 

 
325

 
399

 
724

 
(103
)
 
1998
 
06/28/12
 
15 to 32 Years
C-Store (Irving Oil Marketing, Inc.)
Auburn, ME
 
(d)
 
371

 
444

 

 

 
371

 
444

 
815

 
(115
)
 
1996
 
06/28/12
 
15 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Auburn, ME
 
(d)
 
287

 
222

 

 

 
287

 
222

 
509

 
(82
)
 
1968
 
06/28/12
 
15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)
South Portland, ME
 
(d)
 
661

 
194

 

 

 
661

 
194

 
855

 
(112
)
 
1970
 
06/28/12
 
15 to 15 Years
C-Store (Irving Oil Marketing, Inc.)
Freeport, ME
 
(d)
 
503

 
343

 

 

 
503

 
343

 
846

 
(103
)
 
1991
 
06/28/12
 
15 to 26 Years
C-Store (Irving Oil Marketing, Inc.)
Sanford, ME
 
(d)
 
807

 
579

 

 

 
807

 
579

 
1,386

 
(149
)
 
1997
 
06/28/12
 
15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)
Gorham, NH
 
(d)
 
723

 
358

 

 

 
723

 
358

 
1,081

 
(154
)
 
1975
 
06/28/12
 
15 to 18 Years
C-Store (Irving Oil Marketing, Inc.)
Manchester, ME
 
(d)
 
279

 
285

 

 

 
279

 
285

 
564

 
(107
)
 
1990
 
06/28/12
 
15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)
Augusta, ME
 
(d)
 
318

 
322

 

 

 
318

 
322

 
640

 
(84
)
 
1997
 
06/28/12
 
15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)
Concord, NH
 
(d)
 
260

 
330

 

 

 
260

 
330

 
590

 
(95
)
 
1988
 
06/28/12
 
15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)
Newport, NH
 
(d)
 
519

 
581

 

 

 
519

 
581

 
1,100

 
(161
)
 
1998
 
06/28/12
 
15 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Yarmouth, ME
 
(d)
 
950

 
278

 

 

 
950

 
278

 
1,228

 
(105
)
 
1990
 
01/24/14
 
14 to 40 Years

162

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (Irving Oil Marketing, Inc.)
Waldoboro, ME
 
(d)
 
1,450

 
834

 

 

 
1,450

 
834

 
2,284

 
(210
)
 
1996
 
01/24/14
 
14 to 40 Years
C-Store (Irving Oil Marketing, Inc.)
Wiscasset, ME
 
(d)
 
1,305

 
538

 

 

 
1,305

 
538

 
1,843

 
(215
)
 
1992
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
South Portland, ME
 
(d)
 
448

 
593

 

 

 
448

 
593

 
1,041

 
(109
)
 
1970
 
01/24/14
 
14 to 40 Years
C-Store (Irving Oil Marketing, Inc.)
Hampden, ME
 
(d)
 
987

 
424

 

 

 
987

 
424

 
1,411

 
(186
)
 
1997
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Presque Isle, ME
 
(d)
 
708

 
390

 

 

 
708

 
390

 
1,098

 
(144
)
 
1995
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Bucksport, ME
 
(d)
 
1,203

 
587

 

 

 
1,203

 
587

 
1,790

 
(141
)
 
1995
 
01/24/14
 
14 to 40 Years
C-Store (Irving Oil Marketing, Inc.)
Belmont, NH
 
(d)
 
315

 
218

 

 

 
315

 
218

 
533

 
(60
)
 
1969
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Laconia, NH
 
(d)
 
411

 
770

 

 

 
411

 
770

 
1,181

 
(157
)
 
1998
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Raymond, NH
 
(d)
 
1,722

 
430

 

 

 
1,722

 
430

 
2,152

 
(215
)
 
1986
 
01/24/14
 
14 to 20 Years
C-Store (Irving Oil Marketing, Inc.)
Grandtham, NH
 
(d)
 
576

 
394

 

 

 
576

 
394

 
970

 
(108
)
 
1989
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Belmont, NH
 
(d)
 
524

 
879

 

 

 
524

 
879

 
1,403

 
(193
)
 
2002
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Keene, NH
 
(d)
 
553

 
289

 

 

 
553

 
289

 
842

 
(80
)
 
1960
 
01/24/14
 
14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)
Barton, VT
 
(d)
 
307

 
609

 

 

 
307

 
609

 
916

 
(93
)
 
1975
 
01/24/14
 
14 to 40 Years
C-Store (JAKG Petro, LLC)
Youngstown, FL
 
(d)
 
1,449

 
1,763

 

 
33

 
1,449

 
1,796

 
3,245

 
(95
)
 
1999
 
04/26/17
 
15 to 30 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)
Murphy, NC
 
(a)
 
489

 
297

 

 
49

 
489

 
346

 
835

 
(119
)
 
1965
 
05/08/13
 
8 to 19 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)
Roebuck, SC
 
(a)
 
708

 
818

 

 
150

 
708

 
968

 
1,676

 
(305
)
 
1992
 
01/01/14
 
8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)
Laurens, SC
 
(a)
 
504

 
622

 

 
117

 
504

 
739

 
1,243

 
(225
)
 
1992
 
01/01/14
 
8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)
Asheville, NC
 
(a)
 
278

 
776

 

 
166

 
278

 
942

 
1,220

 
(227
)
 
2000
 
01/01/14
 
8 to 29 Years

163

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (Jordan Oil Company of the Carolinas, Inc)
Asheville, NC
 
(a)
 
247

 
497

 

 
86

 
247

 
583

 
830

 
(154
)
 
1986
 
01/01/14
 
8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)
Honea Path, SC
 
(a)
 
1,269

 
1,134

 

 
173

 
1,269

 
1,307

 
2,576

 
(465
)
 
1996
 
01/01/14
 
8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)
Inman, SC
 
(a)
 
2,183

 
897

 

 
163

 
2,183

 
1,060

 
3,243

 
(669
)
 
1994
 
05/08/13
 
8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)
Summerville, SC
 
(a)
 
1,317

 
1,459

 
(151
)
 
206

 
1,166

 
1,665

 
2,831

 
(391
)
 
2001
 
05/08/13
 
8 to 29 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Auburn, AL
 
(d)
 
2,188

 
945

 

 
85

 
2,188

 
1,030

 
3,218

 
(111
)
 
2001
 
07/11/16
 
22 to 40 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Montgomery, AL
 
(d)
 
648

 
228

 

 

 
648

 
228

 
876

 
(49
)
 
1965
 
07/11/16
 
15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Anniston, AL
 
(d)
 
490

 
210

 

 

 
490

 
210

 
700

 
(44
)
 
1960
 
07/11/16
 
15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Lincoln, AL
 
(d)
 
1,785

 
1,312

 

 
2

 
1,785

 
1,314

 
3,099

 
(123
)
 
2001
 
07/11/16
 
22 to 40 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Lagrange, GA
 
(d)
 
1,033

 
368

 

 

 
1,033

 
368

 
1,401

 
(68
)
 
1972
 
07/11/16
 
15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Panama City, FL
 
(d)
 
630

 
298

 

 

 
630

 
298

 
928

 
(52
)
 
1951
 
07/11/16
 
15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Prattville, AL
 
(d)
 
1,978

 
735

 

 

 
1,978

 
735

 
2,713

 
(95
)
 
1995
 
07/11/16
 
19 to 30 Years

164

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (Mountain Express Oil Company Southeast, LLC)
Greenville, AL
 
(d)
 
1,278

 
490

 

 

 
1,278

 
490

 
1,768

 
(89
)
 
1991
 
07/11/16
 
19 to 30 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Lanett, AL
 
(d)
 
788

 
350

 

 

 
788

 
350

 
1,138

 
(68
)
 
1975
 
07/11/16
 
15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Sumiton, AL
 
(d)
 
1,138

 
420

 

 

 
1,138

 
420

 
1,558

 
(108
)
 
1970
 
07/11/16
 
11 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Ragland, AL
 
(d)
 
385

 
595

 

 

 
385

 
595

 
980

 
(47
)
 
1986
 
07/11/16
 
15 to 30 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Valley, AL
 
(d)
 
280

 
368

 

 

 
280

 
368

 
648

 
(42
)
 
1955
 
07/11/16
 
15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)
Sylacauga, AL
 
(d)
 
560

 
438

 

 

 
560

 
438

 
998

 
(61
)
 
1948
 
07/11/16
 
15 to 20 Years
C-Store (Silver Spring Fuel, LLC)
Springfield, MO
 
(d)
 
431

 
732

 

 
86

 
431

 
818

 
1,249

 
(73
)
 
1988
 
03/31/16
 
18 to 30 Years
C-Store (Silver Spring Fuel, LLC)
Springfield, MO
 
(d)
 
562

 
1,007

 

 

 
562

 
1,007

 
1,569

 
(93
)
 
1989
 
03/31/16
 
18 to 30 Years
C-Store (Silver Spring Fuel, LLC)
Marshfield, MO
 
(d)
 
615

 
811

 

 

 
615

 
811

 
1,426

 
(79
)
 
1987
 
03/31/16
 
18 to 30 Years
C-Store (Silver Spring Fuel, LLC)
Springfield, MO
 
(d)
 
327

 
732

 

 

 
327

 
732

 
1,059

 
(64
)
 
1987
 
03/31/16
 
18 to 30 Years
C-Store (SM Trading Corporation)
Kansas City, MO
 
(d)
 
925

 
1,027

 

 

 
925

 
1,027

 
1,952

 
(160
)
 
1996
 
11/18/14
 
15 to 30 Years
C-Store (SM Trading Corporation)
Kearney, MO
 
(d)
 
529

 
925

 

 

 
529

 
925

 
1,454

 
(135
)
 
2001
 
11/18/14
 
15 to 30 Years
C-Store (SM Trading Corporation)
Cleveland, MO
 
(d)
 
701

 
894

 

 

 
701

 
894

 
1,595

 
(196
)
 
1994
 
11/18/14
 
15 to 20 Years

165

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (SM Trading Corporation)
Lebo, KS
 
(d)
 
1,951

 
762

 

 

 
1,951

 
762

 
2,713

 
(214
)
 
1976
 
11/18/14
 
15 to 20 Years
C-Store (Supermesa Fuel & Merc, LLC)
Phoenix, AZ
 
(d)
 
2,243

 
4,243

 

 

 
2,243

 
4,243

 
6,486

 
(1,793
)
 
2001
 
07/02/07
 
15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)
Scottsdale, AZ
 
(d)
 
4,416

 
2,384

 

 

 
4,416

 
2,384

 
6,800

 
(1,212
)
 
2000
 
07/02/07
 
15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)
Cave Creek, AZ
 
(d)
 
2,711

 
2,201

 

 

 
2,711

 
2,201

 
4,912

 
(1,025
)
 
1998
 
07/02/07
 
15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)
Scottsdale, AZ
 
(d)
 
2,765

 
2,196

 

 

 
2,765

 
2,196

 
4,961

 
(1,113
)
 
1995
 
07/02/07
 
15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)
Scottsdale, AZ
 
(d)
 
5,123

 
2,683

 

 

 
5,123

 
2,683

 
7,806

 
(1,729
)
 
1991
 
07/02/07
 
15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)
Scottsdale, AZ
 
(d)
 
3,437

 
2,373

 

 

 
3,437

 
2,373

 
5,810

 
(1,530
)
 
1996
 
07/02/07
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Fort Pierce, FL
 
(d)
 
1,064

 
1,659

 

 

 
1,064

 
1,659

 
2,723

 
(239
)
 
1977
 
10/30/14
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Fort Pierce, FL
 
(d)
 
681

 
1,404

 

 

 
681

 
1,404

 
2,085

 
(183
)
 
1989
 
10/30/14
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Okeechobee, FL
 
(d)
 
468

 
936

 

 

 
468

 
936

 
1,404

 
(128
)
 
1976
 
10/30/14
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Okeechobee, FL
 
(d)
 
808

 
1,191

 

 

 
808

 
1,191

 
1,999

 
(189
)
 
1984
 
10/30/14
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Okeechobee, FL
 
(d)
 
386

 
1,764

 

 

 
386

 
1,764

 
2,150

 
(188
)
 
1975
 
10/30/14
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Okeechobee, FL
 
(d)
 
558

 
1,024

 

 

 
558

 
1,024

 
1,582

 
(136
)
 
1986
 
10/30/14
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Belle Glade, FL
 
(d)
 
978

 
1,184

 

 

 
978

 
1,184

 
2,162

 
(148
)
 
1960
 
10/30/14
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Jacksonville, FL
 
(d)
 
2,285

 
1,537

 

 

 
2,285

 
1,537

 
3,822

 
(295
)
 
2010
 
10/28/15
 
15 to 40 Years
C-Store (Town Star Holdings, LLC)
Kissimmee, FL
 
(d)
 
2,115

 
1,602

 

 

 
2,115

 
1,602

 
3,717

 
(208
)
 
2006
 
10/27/15
 
15 to 40 Years

166

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (Town Star Holdings, LLC)
Orlando, FL
 
(d)
 
1,397

 
1,028

 

 

 
1,397

 
1,028

 
2,425

 
(204
)
 
1990
 
10/29/15
 
15 to 30 Years
C-Store (Town Star Holdings, LLC)
Belle Isle, FL
 
(d)
 
908

 
738

 

 

 
908

 
738

 
1,646

 
(124
)
 
1996
 
10/27/15
 
15 to 30 Years
C-Store (Town Star Holdings, LLC)
Apopka, FL
 
(d)
 
1,357

 
748

 

 

 
1,357

 
748

 
2,105

 
(184
)
 
1997
 
10/28/15
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Kissimmee, FL
 
(d)
 
759

 
1,061

 

 
13

 
759

 
1,074

 
1,833

 
(279
)
 
2005
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Apopka, FL
 
(d)
 
477

 
389

 

 

 
477

 
389

 
866

 
(101
)
 
1989
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Orlando, FL
 
(d)
 
1,167

 
982

 

 

 
1,167

 
982

 
2,149

 
(281
)
 
2001
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Orlando, FL
 
(d)
 
1,080

 
798

 

 

 
1,080

 
798

 
1,878

 
(210
)
 
2001
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Orlando, FL
 
(d)
 
1,303

 
496

 

 

 
1,303

 
496

 
1,799

 
(178
)
 
1994
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Orlando, FL
 
(d)
 
973

 
350

 

 

 
973

 
350

 
1,323

 
(158
)
 
1991
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Orlando, FL
 
(d)
 
1,128

 
496

 

 

 
1,128

 
496

 
1,624

 
(185
)
 
1995
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Oakland, FL
 
(d)
 
1,303

 
1,109

 

 

 
1,303

 
1,109

 
2,412

 
(353
)
 
2002
 
12/19/13
 
15 to 30 Years
C-Store (US Investment Group, Inc.)
Orlando, FL
 
(d)
 
1,644

 
1,829

 

 

 
1,644

 
1,829

 
3,473

 
(351
)
 
2000
 
12/19/13
 
15 to 40 Years
C-Store (US Investment Group, Inc.)
Oviedo, FL
 
(d)
 
973

 
798

 

 

 
973

 
798

 
1,771

 
(233
)
 
1995
 
12/19/13
 
15 to 30 Years
C-Store (Wawa, Inc.)
Narberth, PA
 
(d)
 
1,812

 
3,163

 

 

 
1,812

 
3,163

 
4,975

 
(403
)
 
2006
 
07/17/13
 
8 to 46 Years
C-Store (Wawa, Inc.)
Hockessin, DE
 
(d)
 
1,921

 
2,477

 

 

 
1,921

 
2,477

 
4,398

 
(448
)
 
2001
 
07/17/13
 
8 to 46 Years

167

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (Wawa, Inc.)
Manahawkin, NJ
 
(d)
 
3,258

 
1,954

 

 

 
3,258

 
1,954

 
5,212

 
(758
)
 
2001
 
07/17/13
 
8 to 46 Years
C-Store (White Oak Station, LLC)
Mountain Home, AR
 
(d)
 
224

 
493

 

 
2

 
224

 
495

 
719

 
(31
)
 
1991
 
09/30/16
 
12 to 40 Years
C-Store (White Oak Station, LLC)
Harrison, AR
 
(d)
 
2,309

 
2,040

 

 

 
2,309

 
2,040

 
4,349

 
(272
)
 
1996
 
09/30/16
 
11 to 30 Years
C-Store (White Oak Station, LLC)
Harrison, AR
 
(d)
 
235

 
202

 

 

 
235

 
202

 
437

 
(21
)
 
1971
 
09/30/16
 
17 to 30 Years
C-Store (White Oak Station, LLC)
Yellville, AR
 
(d)
 
269

 
740

 

 

 
269

 
740

 
1,009

 
(50
)
 
1984
 
09/30/16
 
13 to 30 Years
C-Store (White Oak Station, LLC)
Harrison, AR
 
(d)
 
224

 
717

 

 

 
224

 
717

 
941

 
(45
)
 
1980
 
09/30/16
 
12 to 30 Years
C-Store (White Oak Station, LLC)
Huntsville, AR
 
(d)
 
359

 
504

 

 

 
359

 
504

 
863

 
(40
)
 
2003
 
09/30/16
 
15 to 40 Years
C-Store (White Oak Station, LLC)
Lead Hill, AR
 
(d)
 
258

 
1,054

 

 

 
258

 
1,054

 
1,312

 
(59
)
 
1974
 
09/30/16
 
15 to 30 Years
C-Store (White Oak Station, LLC)
Harrison, AR
 
(d)
 
673

 
471

 

 

 
673

 
471

 
1,144

 
(39
)
 
1985
 
09/30/16
 
14 to 30 Years
C-Store (White Oak Station, LLC)
Branson, MO
 
(d)
 
605

 
818

 

 

 
605

 
818

 
1,423

 
(66
)
 
1993
 
09/30/16
 
15 to 30 Years
C-Store (White Oak Station, LLC)
Fayetteville, AR
 
(d)
 
986

 
897

 

 

 
986

 
897

 
1,883

 
(77
)
 
1996
 
09/30/16
 
15 to 30 Years
C-Store (White Oak Station, LLC)
Harrison, AR
 
(d)
 
392

 
336

 

 

 
392

 
336

 
728

 
(40
)
 
1982
 
09/30/16
 
12 to 30 Years
C-Store (White Oak Station, LLC)
Branson, MO
 
(d)
 
1,177

 
1,199

 

 

 
1,177

 
1,199

 
2,376

 
(101
)
 
1999
 
09/30/16
 
12 to 40 Years
C-Store (White Oak Station, LLC)
Ridgedale, MO
 
(d)
 
1,199

 
1,177

 

 

 
1,199

 
1,177

 
2,376

 
(102
)
 
1995
 
09/30/16
 
13 to 30 Years
C-Store (White Oak Station, LLC)
Neosho, MO
 
(d)
 
504

 
628

 

 

 
504

 
628

 
1,132

 
(49
)
 
2002
 
09/30/16
 
14 to 40 Years
C-Store (White Oak Station, LLC)
Bergman, AR
 
(d)
 
404

 
549

 

 

 
404

 
549

 
953

 
(45
)
 
1996
 
09/30/16
 
14 to 40 Years
C-Store (White Oak Station, LLC)
Harrison, AR
 
(d)
 
594

 
482

 

 

 
594

 
482

 
1,076

 
(38
)
 
1981
 
09/30/16
 
16 to 40 Years
C-Store (White Oak Station, LLC)
Berryville, AR
 
(d)
 
314

 
381

 

 

 
314

 
381

 
695

 
(31
)
 
1996
 
09/30/16
 
14 to 40 Years
C-Store (White Oak Station, LLC)
Fayetteville, AR
 
(d)
 
1,760

 
953

 

 

 
1,760

 
953

 
2,713

 
(72
)
 
1996
 
09/30/16
 
16 to 40 Years

168

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


C-Store (White Oak Station, LLC)
Springdale, AR
 
(d)
 
2,119

 
1,401

 

 
157

 
2,119

 
1,558

 
3,677

 
(124
)
 
2010
 
09/30/16
 
17 to 40 Years
C-Store (White Oak Station, LLC)
Clinton, MO
 
(d)
 
291

 
404

 

 

 
291

 
404

 
695

 
(33
)
 
1960
 
09/30/16
 
15 to 30 Years
C-Store (White Oak Station, LLC)
Butler, MO
 
(d)
 
919

 
1,076

 

 

 
919

 
1,076

 
1,995

 
(99
)
 
1996
 
09/30/16
 
15 to 30 Years
C-Store (White Oak Station, LLC)
Forsyth, MO
 
(d)
 
370

 
572

 

 

 
370

 
572

 
942

 
(46
)
 
1950
 
09/30/16
 
14 to 30 Years
CVS
Alpharetta, GA
 
(c)
 
968

 
2,614

 

 

 
968

 
2,614

 
3,582

 
(388
)
 
1998
 
07/17/13
 
5 to 40 Years
CVS
Richland Hills, TX
 
(c)
 
997

 
2,951

 

 

 
997

 
2,951

 
3,948

 
(409
)
 
1997
 
07/17/13
 
4 to 40 Years
CVS
Portsmouth, OH
 
(d)
 
354

 
1,953

 
(276
)
 
(1,514
)
 
78

 
439

 
517

 
(4
)
 
1997
 
07/17/13
 
1 to 33 Years
CVS
Madison, MS
 
(d)
 
745

 
3,323

 

 

 
745

 
3,323

 
4,068

 
(463
)
 
2004
 
07/17/13
 
11 to 40 Years
CVS
Okeechobee, FL
 
(d)
 
674

 
5,088

 

 

 
674

 
5,088

 
5,762

 
(855
)
 
2001
 
07/17/13
 
9 to 30 Years
CVS
Orlando, FL
 
(d)
 
781

 
3,799

 

 

 
781

 
3,799

 
4,580

 
(646
)
 
2005
 
07/17/13
 
10 to 30 Years
CVS
Gulfport, MS
 
(d)
 
441

 
4,208

 

 

 
441

 
4,208

 
4,649

 
(539
)
 
2000
 
07/17/13
 
12 to 40 Years
CVS
Clinton, NY
 
(d)
 
1,050

 
2,090

 

 

 
1,050

 
2,090

 
3,140

 
(348
)
 
2005
 
07/17/13
 
11 to 42 Years
CVS
Glenville Scotia, NY
 
(d)
 
1,314

 
3,964

 

 

 
1,314

 
3,964

 
5,278

 
(557
)
 
2006
 
07/17/13
 
12 to 43 Years
CVS
Florence, SC
 
(d)
 
744

 
2,070

 

 

 
744

 
2,070

 
2,814

 
(306
)
 
1998
 
07/17/13
 
5 to 39 Years
CVS
Amarillo, TX
 
(d)
 
916

 
2,747

 

 

 
916

 
2,747

 
3,663

 
(412
)
 
1994
 
07/17/13
 
20 to 20 Years
CVS
Indianapolis, IN
 
(c)
 
860

 
2,754

 

 

 
860

 
2,754

 
3,614

 
(424
)
 
1998
 
07/17/13
 
10 to 40 Years
CVS
Onley, VA
 
(d)
 
2,530

 
2,296

 

 

 
2,530

 
2,296

 
4,826

 
(400
)
 
2007
 
07/17/13
 
12 to 43 Years
CVS
Columbia, TN
 
(d)
 
842

 
1,864

 

 

 
842

 
1,864

 
2,706

 
(304
)
 
1997
 
07/17/13
 
4 to 37 Years
CVS
Hamilton, OH
 
(d)
 
738

 
2,429

 

 

 
738

 
2,429

 
3,167

 
(373
)
 
1998
 
07/17/13
 
5 to 39 Years
CVS
Mechanicville, NY
 
(d)
 
654

 
3,120

 

 

 
654

 
3,120

 
3,774

 
(439
)
 
1997
 
07/17/13
 
4 to 38 Years
CVS
Atlanta, GA
 
(c)
 
1,316

 
2,266

 

 

 
1,316

 
2,266

 
3,582

 
(358
)
 
2006
 
07/17/13
 
14 to 42 Years
CVS
Carrolton, TX
 
(d)
 
945

 
1,967

 

 

 
945

 
1,967

 
2,912

 
(282
)
 
1995
 
07/17/13
 
1 to 39 Years
CVS
Kissimmee, FL
 
(d)
 
1,508

 
2,153

 

 

 
1,508

 
2,153

 
3,661

 
(354
)
 
1995
 
07/17/13
 
2 to 40 Years
CVS
Lake Worth, TX
 
(d)
 
1,044

 
1,817

 

 

 
1,044

 
1,817

 
2,861

 
(364
)
 
1996
 
07/17/13
 
2 to 30 Years
CVS
Richardson, TX
 
(c)
 
803

 
2,575

 

 

 
803

 
2,575

 
3,378

 
(351
)
 
1996
 
07/17/13
 
3 to 40 Years
CVS
River Oaks, TX
 
(c)
 
829

 
2,871

 

 

 
829

 
2,871

 
3,700

 
(426
)
 
1996
 
07/17/13
 
3 to 40 Years
CVS
The Colony, TX
 
(d)
 
1,028

 
1,769

 

 

 
1,028

 
1,769

 
2,797

 
(261
)
 
1996
 
07/17/13
 
1 to 40 Years
CVS
Wichita Falls, TX
 
(d)
 
503

 
2,530

 

 

 
503

 
2,530

 
3,033

 
(366
)
 
1995
 
07/17/13
 
2 to 40 Years
CVS
Wichita Falls, TX
 
(d)
 
528

 
2,022

 

 

 
528

 
2,022

 
2,550

 
(282
)
 
1995
 
07/17/13
 
1 to 40 Years

169

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


CVS
Maynard, MA
 
(d)
 
1,683

 
3,984

 

 

 
1,683

 
3,984

 
5,667

 
(495
)
 
2004
 
07/17/13
 
14 to 42 Years
CVS
Myrtle Beach, SC
 
(d)
 
828

 
4,024

 

 

 
828

 
4,024

 
4,852

 
(535
)
 
2004
 
07/17/13
 
12 to 42 Years
CVS
Waynesville, NC
 
(d)
 
1,495

 
2,365

 

 

 
1,495

 
2,365

 
3,860

 
(347
)
 
2005
 
07/17/13
 
12 to 42 Years
CVS
Indianapolis, IN
 
(c)
 
733

 
2,882

 

 

 
733

 
2,882

 
3,615

 
(430
)
 
1997
 
07/17/13
 
10 to 38 Years
CVS
Lincoln, IL
 
(c)
 
444

 
3,043

 

 

 
444

 
3,043

 
3,487

 
(432
)
 
2007
 
07/17/13
 
11 to 43 Years
CVS
Azle, TX
 
(c)
 
1,213

 
3,504

 

 

 
1,213

 
3,504

 
4,717

 
(439
)
 
2008
 
07/17/13
 
15 to 43 Years
CVS
New Cumberland, PA
 
(c)
 
794

 
2,663

 

 

 
794

 
2,663

 
3,457

 
(377
)
 
2007
 
07/17/13
 
12 to 43 Years
CVS
St. Augustine, FL
 
(d)
 
1,048

 
2,905

 

 

 
1,048

 
2,905

 
3,953

 
(409
)
 
2008
 
07/17/13
 
11 to 42 Years
Dairy Queen
Palmer, AK
 
(d)
 
510

 
1,350

 

 
90

 
510

 
1,440

 
1,950

 
(54
)
 
2000
 
02/16/17
 
10 to 30 Years
Dairy Queen
Anchorage, AK
 
(d)
 
1,150

 
1,262

 

 

 
1,150

 
1,262

 
2,412

 
(37
)
 
2007
 
02/16/17
 
15 to 40 Years
Dairy Queen
Anchorage, AK
 
(d)
 
333

 
461

 

 

 
333

 
461

 
794

 
(14
)
 
2010
 
02/16/17
 
10 to 40 Years
Dairy Queen
Wasilla, AK
 
(d)
 
577

 
1,260

 

 

 
577

 
1,260

 
1,837

 
(77
)
 
1984
 
02/16/17
 
5 to 20 Years
Dark
Canton, MI
 
(a)
 
2,071

 
1,224

 

 

 
2,071

 
1,224

 
3,295

 
(747
)
 
1996
 
06/25/04
 
15 to 30 Years
Dave & Buster's
Marietta, GA
 
(a)
 
3,908

 
8,630

 
(74
)
 

 
3,834

 
8,630

 
12,464

 
(3,732
)
 
1992
 
07/01/05
 
15 to 30 Years
Dave & Buster's
Addison, IL
 
(d)
 
4,690

 
6,692

 

 

 
4,690

 
6,692

 
11,382

 
(2,092
)
 
1995
 
07/17/13
 
7 to 24 Years
Dave & Buster's
Tucson, AZ
 
(d)
 
2,874

 
5,655

 

 
43

 
2,874

 
5,698

 
8,572

 
(146
)
 
2017
 
03/31/17
 
15 to 50 Years
Dave & Buster's
Westlake, OH
 
(d)
 
2,856

 
1

 

 
44

 
2,856

 
45

 
2,901

 
(3
)
 
2016
 
05/18/17
 
10 to 10 Years
David McDavid Acura Pre-Owned
Plano, TX
 
(d)
 
3,064

 
2,707

 

 

 
3,064

 
2,707

 
5,771

 
(1,559
)
 
1992
 
06/29/07
 
5 to 30 Years
David's Bridal
Lenexa, KS
 
(d)
 
919

 
2,476

 

 

 
919

 
2,476

 
3,395

 
(347
)
 
2005
 
07/17/13
 
2 to 47 Years
Davis-Standard
Pawcatuck, CT
 
(d)
 
2,736

 
9,218

 

 
36

 
2,736

 
9,254

 
11,990

 
(447
)
 
1969
 
10/27/16
 
7 to 40 Years
Davis-Standard
Fulton, NY
 
(d)
 
445

 
6,113

 

 
35

 
445

 
6,148

 
6,593

 
(238
)
 
1983
 
10/27/16
 
5 to 40 Years
Defined Fitness
Albuquerque, NM
 
(d)
 
1,914

 
3,724

 

 

 
1,914

 
3,724

 
5,638

 
(389
)
 
1995
 
04/23/15
 
15 to 30 Years
Defined Fitness
Rio Rancho, NM
 
(d)
 
1,448

 
2,172

 

 

 
1,448

 
2,172

 
3,620

 
(242
)
 
1997
 
04/23/15
 
15 to 30 Years
Defined Fitness
Albuquerque, NM
 
(d)
 
2,391

 
4,008

 

 

 
2,391

 
4,008

 
6,399

 
(432
)
 
2001
 
04/23/15
 
15 to 30 Years
Defined Fitness
Albuquerque, NM
 
(d)
 
4,732

 
6,845

 

 

 
4,732

 
6,845

 
11,577

 
(631
)
 
1972
 
04/23/15
 
15 to 40 Years
Defined Fitness
Farmington, NM
 
(d)
 
2,242

 
6,696

 

 

 
2,242

 
6,696

 
8,938

 
(545
)
 
1999
 
04/23/15
 
15 to 40 Years
DefyGravity Wilmington Trampoline Park
Wilmington, NC
 
(d)
 
837

 
1,429

 

 

 
837

 
1,429

 
2,266

 
(228
)
 
2006
 
09/30/15
 
9 to 20 Years
Denny's
Fountain Hills, AZ
 
(a)
 
825

 
561

 

 

 
825

 
561

 
1,386

 
(360
)
 
1995
 
09/24/04
 
15 to 30 Years
Denny's
Benson, AZ
 
(d)
 
313

 
336

 

 

 
313

 
336

 
649

 
(69
)
 
1996
 
03/20/15
 
15 to 20 Years

170

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Diagnostic Health Centers of Texas
Beaumont, TX
 
(a)
 
438

 
1,976

 

 

 
438

 
1,976

 
2,414

 
(303
)
 
1985
 
03/31/14
 
15 to 30 Years
Diagnostic Health Centers of Texas
Port Arthur, TX
 
(a)
 
468

 
2,057

 

 

 
468

 
2,057

 
2,525

 
(313
)
 
1997
 
03/31/14
 
15 to 30 Years
Dillon Tire
Lincoln, NE
 
(a)
 
1,319

 
1,604

 

 

 
1,319

 
1,604

 
2,923

 
(864
)
 
1972
 
04/29/11
 
11 to 26 Years
Dollar General
Crossville, TN
 
(d)
 
1,041

 
1,871

 

 

 
1,041

 
1,871

 
2,912

 
(390
)
 
2006
 
07/17/13
 
7 to 40 Years
Dollar General
Ardmore, TN
 
(d)
 
950

 
1,847

 

 

 
950

 
1,847

 
2,797

 
(392
)
 
2005
 
07/17/13
 
8 to 40 Years
Dollar General
Livingston, TN
 
(d)
 
1,073

 
1,889

 

 

 
1,073

 
1,889

 
2,962

 
(430
)
 
2006
 
07/17/13
 
7 to 40 Years
Dollar General
Wetumpka, AL
 
(c)
 
303

 
784

 

 

 
303

 
784

 
1,087

 
(114
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Orrville, AL
 
(c)
 
192

 
826

 

 

 
192

 
826

 
1,018

 
(124
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Rehobeth, AL
 
(c)
 
259

 
774

 

 

 
259

 
774

 
1,033

 
(107
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Tallassee, AL
 
(c)
 
141

 
895

 

 

 
141

 
895

 
1,036

 
(114
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Jasper, AL
 
(c)
 
365

 
1,052

 

 

 
365

 
1,052

 
1,417

 
(144
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Cowarts, AL
 
(c)
 
396

 
836

 

 

 
396

 
836

 
1,232

 
(117
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Centre, AL
 
(c)
 
233

 
767

 

 

 
233

 
767

 
1,000

 
(109
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Crossville, TN
 
(c)
 
264

 
849

 

 

 
264

 
849

 
1,113

 
(118
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Eastaboga, AL
 
(c)
 
223

 
937

 

 

 
223

 
937

 
1,160

 
(127
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Enterprise, AL
 
(c)
 
255

 
803

 

 

 
255

 
803

 
1,058

 
(110
)
 
2011
 
09/17/13
 
12 to 40 Years
Dollar General
Tornillo, TX
 
(c)
 
255

 
818

 

 

 
255

 
818

 
1,073

 
(126
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Crystal City, TX
 
(c)
 
295

 
939

 

 

 
295

 
939

 
1,234

 
(122
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Temple, TX
 
(c)
 
414

 
897

 

 

 
414

 
897

 
1,311

 
(128
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Fruita, CO
 
(c)
 
255

 
1,025

 

 

 
255

 
1,025

 
1,280

 
(139
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
De Soto, KS
 
(c)
 
301

 
1,049

 

 

 
301

 
1,049

 
1,350

 
(161
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
La Cygne, KS
 
(c)
 
120

 
833

 

 

 
120

 
833

 
953

 
(113
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Topeka, KS
 
(c)
 
313

 
882

 

 

 
313

 
882

 
1,195

 
(130
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Emporia, KS
 
(c)
 
292

 
1,176

 

 

 
292

 
1,176

 
1,468

 
(163
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Hill City, KS
 
(c)
 
243

 
815

 

 

 
243

 
815

 
1,058

 
(129
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Pagosa Springs, CO
 
(c)
 
253

 
1,031

 

 

 
253

 
1,031

 
1,284

 
(134
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Silt, CO
 
(c)
 
334

 
894

 

 

 
334

 
894

 
1,228

 
(117
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Gore, OK
 
(c)
 
182

 
924

 

 

 
182

 
924

 
1,106

 
(128
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Stigler, OK
 
(c)
 
610

 
809

 

 

 
610

 
809

 
1,419

 
(131
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Okay, OK
 
(c)
 
200

 
901

 

 

 
200

 
901

 
1,101

 
(123
)
 
2012
 
10/29/13
 
13 to 40 Years

171

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Dollar General
Hobart, OK
 
(c)
 
230

 
910

 

 

 
230

 
910

 
1,140

 
(130
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Atoka, OK
 
(c)
 
466

 
1,304

 

 

 
466

 
1,304

 
1,770

 
(171
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Claremore, OK
 
(c)
 
243

 
928

 

 

 
243

 
928

 
1,171

 
(121
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Adair, OK
 
(c)
 
264

 
855

 

 

 
264

 
855

 
1,119

 
(116
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Altus, OK
 
(c)
 
315

 
918

 

 

 
315

 
918

 
1,233

 
(119
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Ketchum, OK
 
(c)
 
297

 
760

 

 

 
297

 
760

 
1,057

 
(126
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Spiro, OK
 
(c)
 
263

 
1,099

 

 

 
263

 
1,099

 
1,362

 
(164
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Walters, OK
 
(c)
 
173

 
1,042

 

 

 
173

 
1,042

 
1,215

 
(139
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Sand Springs, OK
 
(c)
 
396

 
1,039

 

 

 
396

 
1,039

 
1,435

 
(144
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Ord, NE
 
(c)
 
222

 
1,010

 

 

 
222

 
1,010

 
1,232

 
(140
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Las Cruces, NM
 
(c)
 
452

 
900

 

 

 
452

 
900

 
1,352

 
(137
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Hobbs, NM
 
(c)
 
405

 
949

 

 

 
405

 
949

 
1,354

 
(148
)
 
2012
 
10/29/13
 
13 to 40 Years
Dollar General
Western Grove, AR
 
(d)
 
391

 
595

 

 

 
391

 
595

 
986

 
(92
)
 
2014
 
12/15/14
 
14 to 40 Years
Dollar General
Quinton, OK
 
(d)
 
245

 
683

 

 

 
245

 
683

 
928

 
(77
)
 
2014
 
12/15/14
 
14 to 40 Years
Dollar General
Alpena, AR
 
(d)
 
359

 
600

 

 

 
359

 
600

 
959

 
(91
)
 
2014
 
12/15/14
 
14 to 40 Years
Dollar General
Keota, OK
 
(d)
 
215

 
687

 

 

 
215

 
687

 
902

 
(81
)
 
2014
 
12/15/14
 
14 to 40 Years
Dollar General
Cameron, OK
 
(d)
 
312

 
710

 

 

 
312

 
710

 
1,022

 
(77
)
 
2014
 
12/15/14
 
14 to 40 Years
Dollar General
Center Ridge, AR
 
(d)
 
313

 
595

 

 

 
313

 
595

 
908

 
(90
)
 
2014
 
12/15/14
 
14 to 40 Years
Dollar General
Byng, OK
 
(b)
 
205

 
646

 

 

 
205

 
646

 
851

 
(62
)
 
2015
 
07/14/15
 
14 to 40 Years
Dollar General
Oppelo, AR
 
(a)
 
354

 
553

 

 

 
354

 
553

 
907

 
(69
)
 
2015
 
07/14/15
 
14 to 40 Years
Dollar General
Red Oak, OK
 
(a)
 
245

 
675

 

 

 
245

 
675

 
920

 
(62
)
 
2015
 
07/14/15
 
14 to 40 Years
Dollar General
La Plata, MO
 
(d)
 
283

 
653

 

 

 
283

 
653

 
936

 
(82
)
 
2014
 
04/27/15
 
14 to 40 Years
Dollar General
Birch Tree, MO
 
(d)
 
252

 
659

 

 

 
252

 
659

 
911

 
(86
)
 
2014
 
03/31/15
 
14 to 40 Years
Dollar General
Pineville, MO
 
(d)
 
253

 
699

 

 

 
253

 
699

 
952

 
(91
)
 
2014
 
03/31/15
 
14 to 40 Years
Dollar General
Aztec, NM
 
(d)
 
548

 
623

 

 

 
548

 
623

 
1,171

 
(84
)
 
2014
 
03/31/15
 
14 to 40 Years
Dollar General
Creal Springs, IL
 
(d)
 
261

 
653

 

 

 
261

 
653

 
914

 
(81
)
 
2014
 
04/27/15
 
14 to 40 Years
Dollar General
Lakeview, IA
 
(d)
 
251

 
568

 

 

 
251

 
568

 
819

 
(67
)
 
2015
 
04/27/15
 
14 to 40 Years
Dollar General
Pleasant Hope, MO
 
(d)
 
263

 
650

 

 

 
263

 
650

 
913

 
(78
)
 
2014
 
05/14/15
 
14 to 40 Years
Dollar General
Los Lunas, NM
 
(d)
 
281

 
740

 

 

 
281

 
740

 
1,021

 
(92
)
 
2015
 
05/14/15
 
14 to 40 Years
Dollar General
Bloomfield, NM
 
(d)
 
409

 
663

 

 

 
409

 
663

 
1,072

 
(74
)
 
2015
 
05/14/15
 
14 to 40 Years
Dollar General
Drexel, MO
 
(d)
 
184

 
727

 

 

 
184

 
727

 
911

 
(78
)
 
2015
 
05/14/15
 
14 to 40 Years
Dollar General
Bentonia, MS
 
(b)
 
227

 
745

 

 

 
227

 
745

 
972

 
(71
)
 
2014
 
06/22/15
 
13 to 40 Years

172

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Dollar General
Laurel, MS
 
(a)
 
431

 
705

 

 

 
431

 
705

 
1,136

 
(80
)
 
2012
 
06/22/15
 
11 to 40 Years
Dollar General
Maben, MS
 
(d)
 
263

 
734

 

 

 
263

 
734

 
997

 
(73
)
 
2014
 
09/24/15
 
13 to 40 Years
Dollar Tree
Alliance, OH
 
(d)
 
556

 
1,317

 
(423
)
 
(810
)
 
133

 
507

 
640

 
(19
)
 
1996
 
07/17/13
 
0 to 27 Years
DOW Emergency
Livingston, TX
 
(d)
 
1,505

 
7,616

 

 
1,032

 
1,505

 
8,648

 
10,153

 
(381
)
 
2014
 
03/30/16
 
16 to 40 Years
Drive Time
Independence, MO
 
(d)
 
1,058

 
1,297

 

 

 
1,058

 
1,297

 
2,355

 
(475
)
 
1968
 
11/25/14
 
4 to 15 Years
Drive Time
Gladstone, MO
 
(d)
 
1,100

 
774

 

 

 
1,100

 
774

 
1,874

 
(141
)
 
2005
 
03/11/15
 
4 to 40 Years
Eddie Merlot's
Burr Ridge, IL
 
(a)
 
759

 
977

 
16

 
1,584

 
775

 
2,561

 
3,336

 
(1,186
)
 
1997
 
06/25/04
 
15 to 30 Years
Eddie Merlot's
Fort Wayne, IN
 
(a)
 
989

 
2,057

 

 

 
989

 
2,057

 
3,046

 
(820
)
 
2001
 
11/10/05
 
15 to 30 Years
Eddie Merlot's
Indianapolis, IN
 
(a)
 
1,971

 
2,295

 

 

 
1,971

 
2,295

 
4,266

 
(714
)
 
2003
 
11/10/05
 
15 to 40 Years
El Chico
Sherman, TX
 
(a)
 
1,013

 
1,286

 
(415
)
 
(542
)
 
598

 
744

 
1,342

 
(782
)
 
1994
 
02/26/07
 
14 to 30 Years
El Chico
Muskogee, OK
 
(a)
 
968

 
1,259

 
(448
)
 
(568
)
 
520

 
691

 
1,211

 
(709
)
 
1984
 
02/26/07
 
14 to 30 Years
El Chico
Ardmore, OK
 
(a)
 
1,332

 
1,466

 
(704
)
 
(677
)
 
628

 
789

 
1,417

 
(747
)
 
1986
 
02/26/07
 
14 to 30 Years
El Chico
Arlington, TX
 
(a)
 
1,301

 
1,032

 

 

 
1,301

 
1,032

 
2,333

 
(794
)
 
1978
 
02/26/07
 
14 to 20 Years
El Chico
Little Rock, AR
 
(a)
 
699

 
1,700

 
(344
)
 
(592
)
 
355

 
1,108

 
1,463

 
(952
)
 
1972
 
02/26/07
 
14 to 20 Years
Emagine Theaters
Lakeville, MN
 
(d)
 
2,843

 
2,843

 
(419
)
 
3,070

 
2,424

 
5,913

 
8,337

 
(310
)
 
1998
 
07/29/16
 
7 to 30 Years
Emagine Theaters
Rogers, MN
 
(d)
 
2,337

 
2,384

 

 
1,983

 
2,337

 
4,367

 
6,704

 
(285
)
 
2006
 
07/29/16
 
5 to 30 Years
Emagine Theaters
White Bear Township, MN
 
(d)
 
2,773

 
5,476

 

 
107

 
2,773

 
5,583

 
8,356

 
(521
)
 
1995
 
07/29/16
 
5 to 20 Years
Emagine Theaters
Monticello, MN
 
(d)
 
1,161

 
3,155

 

 

 
1,161

 
3,155

 
4,316

 
(272
)
 
2004
 
07/29/16
 
7 to 30 Years
Emagine Theaters
Plymouth, MN
 
(d)
 
2,516

 
4,089

 

 
2,450

 
2,516

 
6,539

 
9,055

 
(306
)
 
1988
 
07/29/16
 
4 to 30 Years
Emagine Theaters
Waconia, MN
 
(d)
 
249

 
1,464

 

 

 
249

 
1,464

 
1,713

 
(106
)
 
1989
 
07/29/16
 
6 to 20 Years
Emagine Theaters
East Bethel, MN
 
(d)
 
545

 
1,768

 

 

 
545

 
1,768

 
2,313

 
(191
)
 
1990
 
07/29/16
 
5 to 20 Years
Emagine Theaters
Delano, MN
 
(d)
 
397

 
1,052

 

 

 
397

 
1,052

 
1,449

 
(122
)
 
1984
 
07/29/16
 
3 to 20 Years
Emerus Urgent Care
Schertz, TX
 
(a)
 
2,596

 
9,944

 

 

 
2,596

 
9,944

 
12,540

 
(1,067
)
 
2013
 
05/16/14
 
13 to 40 Years
Excellence ER
Garland, TX
 
(d)
 
1,256

 
4,516

 

 

 
1,256

 
4,516

 
5,772

 
(203
)
 
2016
 
03/30/16
 
17 to 50 Years
Excellence ER
Harlingen, TX
 
(d)
 
1,734

 
520

 

 
5,616

 
1,734

 
6,136

 
7,870

 
(122
)
 
2016
 
12/01/16
 
49 to 50 Years
Express Oil Change
Birmingham, AL
 
(a)
 
417

 
1,237

 

 

 
417

 
1,237

 
1,654

 
(322
)
 
1970
 
12/22/06
 
40 to 40 Years
Express Oil Change
Birmingham, AL
 
(a)
 
300

 
839

 

 

 
300

 
839

 
1,139

 
(175
)
 
1998
 
12/22/06
 
50 to 50 Years
Express Oil Change
Alabaster, AL
 
(a)
 
631

 
1,010

 

 

 
631

 
1,010

 
1,641

 
(263
)
 
1995
 
12/22/06
 
40 to 40 Years

173

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Express Oil Change
Birmingham, AL
 
(a)
 
607

 
1,379

 

 

 
607

 
1,379

 
1,986

 
(359
)
 
1988
 
12/22/06
 
40 to 40 Years
Express Oil Change
Bessemer, AL
 
(a)
 
358

 
1,197

 

 

 
358

 
1,197

 
1,555

 
(312
)
 
1988
 
12/22/06
 
40 to 40 Years
Express Oil Change
Birmingham, AL
 
(a)
 
343

 
901

 

 

 
343

 
901

 
1,244

 
(235
)
 
1989
 
12/22/06
 
40 to 40 Years
Express Oil Change
Gardendale, AL
 
(a)
 
586

 
1,274

 

 

 
586

 
1,274

 
1,860

 
(332
)
 
1989
 
12/22/06
 
40 to 40 Years
Express Oil Change
Birmingham, AL
 
(a)
 
334

 
1,119

 

 

 
334

 
1,119

 
1,453

 
(291
)
 
1989
 
12/22/06
 
40 to 40 Years
Express Oil Change
Oxford, AL
 
(a)
 
120

 
1,224

 

 

 
120

 
1,224

 
1,344

 
(319
)
 
1990
 
12/22/06
 
40 to 40 Years
Express Oil Change
Birmingham, AL
 
(a)
 
372

 
1,073

 

 

 
372

 
1,073

 
1,445

 
(373
)
 
1965
 
12/22/06
 
30 to 30 Years
Express Oil Change
Birmingham, AL
 
(a)
 
339

 
858

 

 

 
339

 
858

 
1,197

 
(223
)
 
1990
 
12/22/06
 
40 to 40 Years
Express Oil Change
Huntsville, AL
 
(a)
 
195

 
1,649

 

 

 
195

 
1,649

 
1,844

 
(429
)
 
1993
 
12/22/06
 
40 to 40 Years
Express Oil Change
Auburn, AL
 
(a)
 
354

 
1,182

 
30

 
78

 
384

 
1,260

 
1,644

 
(456
)
 
1987
 
12/22/06
 
15 to 30 Years
Express Oil Change
Huntsville, AL
 
(a)
 
295

 
893

 

 

 
295

 
893

 
1,188

 
(233
)
 
1994
 
12/22/06
 
40 to 40 Years
Express Oil Change
Madison, AL
 
(a)
 
359

 
1,505

 
40

 
456

 
399

 
1,961

 
2,360

 
(418
)
 
1995
 
12/22/06
 
15 to 40 Years
Express Oil Change
Madison, AL
 
(a)
 
211

 
1,401

 

 

 
211

 
1,401

 
1,612

 
(365
)
 
1997
 
12/22/06
 
40 to 40 Years
Express Oil Change
Huntsville, AL
 
(a)
 
374

 
1,295

 

 
109

 
374

 
1,404

 
1,778

 
(384
)
 
1997
 
12/22/06
 
19 to 40 Years
Express Oil Change
Huntsville, AL
 
(a)
 
252

 
917

 

 

 
252

 
917

 
1,169

 
(318
)
 
1965
 
12/22/06
 
30 to 30 Years
Express Oil Change
Decatur, AL
 
(a)
 
187

 
1,174

 

 
98

 
187

 
1,272

 
1,459

 
(286
)
 
2000
 
12/22/06
 
19 to 50 Years
Express Oil Change
Florence, AL
 
(a)
 
130

 
1,128

 

 

 
130

 
1,128

 
1,258

 
(235
)
 
1999
 
12/22/06
 
50 to 50 Years
Express Oil Change
Huntsville, AL
 
(a)
 
184

 
1,037

 

 

 
184

 
1,037

 
1,221

 
(216
)
 
2001
 
12/22/06
 
50 to 50 Years
Express Oil Change
Decatur, AL
 
(a)
 
84

 
803

 

 

 
84

 
803

 
887

 
(167
)
 
2001
 
12/22/06
 
50 to 50 Years

174

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Express Oil Change
Pinson, AL
 
(a)
 
320

 
916

 

 

 
320

 
916

 
1,236

 
(191
)
 
2001
 
12/22/06
 
50 to 50 Years
Family Dollar Stores
Texarkana, AR
 
(a)
 
303

 
201

 

 

 
303

 
201

 
504

 
(59
)
 
1988
 
03/31/14
 
4 to 20 Years
Family Dollar Stores
Mesa, AZ
 
(d)
 
734

 
2

 
102

 
630

 
836

 
632

 
1,468

 
(62
)
 
1955
 
11/13/14
 
10 to 50 Years
Family Dollar Stores
Kincheloe, MI
 
(d)
 
317

 
626

 

 

 
317

 
626

 
943

 
(84
)
 
2014
 
03/20/15
 
14 to 40 Years
Family Dollar Stores
Mansfield, OH
 
(d)
 
288

 
825

 

 

 
288

 
825

 
1,113

 
(83
)
 
2014
 
04/28/15
 
9 to 40 Years
Family Dollar Stores
Des Moines, IA
 
(d)
 
354

 
807

 

 

 
354

 
807

 
1,161

 
(95
)
 
2014
 
03/20/15
 
8 to 40 Years
Family Dollar Stores
Otter Tail, MN
 
(d)
 
338

 
791

 

 

 
338

 
791

 
1,129

 
(82
)
 
2014
 
03/20/15
 
14 to 40 Years
Family Dollar Stores
Evart, MI
 
(d)
 
306

 
703

 

 

 
306

 
703

 
1,009

 
(80
)
 
2014
 
03/20/15
 
14 to 40 Years
Family Dollar Stores
Anderson, IN
 
(d)
 
359

 
781

 

 

 
359

 
781

 
1,140

 
(86
)
 
2015
 
03/20/15
 
14 to 40 Years
Family Dollar Stores
Bulls Gap, TN
 
(d)
 
466

 
762

 

 

 
466

 
762

 
1,228

 
(86
)
 
2014
 
03/20/15
 
14 to 40 Years
Family Dollar Stores
Duluth, MN
 
(d)
 
422

 
869

 

 

 
422

 
869

 
1,291

 
(94
)
 
2015
 
05/12/15
 
9 to 40 Years
Family Fare Supermarket
Omaha, NE
 
(d)
 
2,198

 
3,328

 

 

 
2,198

 
3,328

 
5,526

 
(909
)
 
1982
 
12/17/13
 
4 to 20 Years
Family Medical Centers
Jacksonville, FL
 
(d)
 
815

 
1,606

 

 

 
815

 
1,606

 
2,421

 
(241
)
 
1977
 
08/18/14
 
6 to 30 Years
Family Medical Centers
Middleburg, FL
 
(d)
 
521

 
2,589

 

 
65

 
521

 
2,654

 
3,175

 
(396
)
 
1988
 
08/18/14
 
7 to 30 Years
Famous Dave's
Maple Grove, MN
 
(a)
 
1,852

 
1,096

 

 

 
1,852

 
1,096

 
2,948

 
(620
)
 
1997
 
09/24/04
 
15 to 30 Years
Famous Dave's
Apple Valley, MN
 
(a)
 
1,119

 
1,055

 

 

 
1,119

 
1,055

 
2,174

 
(518
)
 
1999
 
09/24/04
 
15 to 30 Years
Faurecia Interior Systems
Auburn Hills, MI
 
(d)
 
3,542

 
6,597

 
169

 

 
3,711

 
6,597

 
10,308

 
(1,730
)
 
1995
 
07/17/13
 
8 to 38 Years
Fazoli's
Lees Summit, MO
 
(a)
 
590

 
69

 
55

 
(69
)
 
645

 

 
645

 

 
(f)
 
09/23/05
 
(f)
Fazoli's
Rochester, MN
 
(a)
 
561

 
83

 
66

 
(83
)
 
627

 

 
627

 

 
(f)
 
09/23/05
 
(f)
Fazoli's
Fort Wayne, IN
 
(a)
 
660

 
204

 

 

 
660

 
204

 
864

 
(305
)
 
1982
 
09/23/05
 
10 to 15 Years
Fazoli's
Blue Springs, MO
 
(d)
 
688

 
119

 
101

 
(119
)
 
789

 

 
789

 

 
(f)
 
08/27/09
 
(f)
FedEx
Peoria, IL
 
(d)
 
953

 
1,917

 

 
12

 
953

 
1,929

 
2,882

 
(514
)
 
1996
 
07/17/13
 
3 to 30 Years

175

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


FedEx
Walker, MI
 
(c)
 
2,287

 
4,469

 
(1,369
)
 
(2,527
)
 
918

 
1,942

 
2,860

 
(154
)
 
2001
 
07/17/13
 
4 to 30 Years
FedEx
Huntsville, AL
 
(c)
 
5,115

 
6,701

 

 

 
5,115

 
6,701

 
11,816

 
(2,052
)
 
2008
 
07/17/13
 
10 to 38 Years
FedEx
Baton Rouge, LA
 
(c)
 
2,898

 
8,024

 

 

 
2,898

 
8,024

 
10,922

 
(1,368
)
 
2008
 
07/17/13
 
9 to 43 Years
FedEx
Oak Park, MI
 
(d)
 
16,713

 
19,718

 

 
38

 
16,713

 
19,756

 
36,469

 
(511
)
 
2016
 
06/26/17
 
14 to 40 Years
Ferguson Enterprises
Shallotte, NC
 
(c)
 
705

 
1,794

 

 

 
705

 
1,794

 
2,499

 
(427
)
 
2006
 
07/17/13
 
10 to 30 Years
Ferguson Enterprises
Salisbury, MD
 
(d)
 
4,210

 
6,613

 

 

 
4,210

 
6,613

 
10,823

 
(2,157
)
 
2007
 
07/17/13
 
10 to 27 Years
Ferguson Enterprises
Powhatan, VA
 
(d)
 
4,342

 
2,963

 

 

 
4,342

 
2,963

 
7,305

 
(1,629
)
 
2007
 
07/17/13
 
10 to 31 Years
Ferguson Enterprises
Ocala, FL
 
(d)
 
2,260

 
4,709

 

 

 
2,260

 
4,709

 
6,969

 
(1,079
)
 
2006
 
07/17/13
 
8 to 46 Years
Ferguson Enterprises
Front Royal, VA
 
(c)
 
7,257

 
35,711

 

 

 
7,257

 
35,711

 
42,968

 
(7,677
)
 
2007
 
07/17/13
 
9 to 34 Years
Ferguson Enterprises
Cohasset, MN
 
(c)
 
334

 
1,134

 

 

 
334

 
1,134

 
1,468

 
(305
)
 
2007
 
07/17/13
 
10 to 26 Years
Ferguson Enterprises
Auburn, AL
 
(c)
 
884

 
1,530

 

 

 
884

 
1,530

 
2,414

 
(355
)
 
2007
 
07/17/13
 
10 to 32 Years
Fitness Evolution
Sacramento, CA
 
(d)
 
1,236

 
2,883

 

 

 
1,236

 
2,883

 
4,119

 
(372
)
 
1990
 
09/29/15
 
15 to 20 Years
Flying J Travel Plaza
Saint Augustine, FL
 
(a)
 
9,556

 
2,543

 

 

 
9,556

 
2,543

 
12,099

 
(3,114
)
 
2005
 
07/01/05
 
13 to 40 Years
Flying J Travel Plaza
Spiceland, IN
 
(a)
 
9,649

 
3,063

 

 

 
9,649

 
3,063

 
12,712

 
(3,901
)
 
2005
 
07/01/05
 
13 to 40 Years
Flying J Travel Plaza
Catlettsburg, KY
 
(a)
 
9,344

 
3,989

 

 

 
9,344

 
3,989

 
13,333

 
(4,476
)
 
2001
 
07/01/05
 
13 to 40 Years
Flying Star Café
Albuquerque, NM
 
(a)
 
120

 
1,336

 

 

 
120

 
1,336

 
1,456

 
(464
)
 
1999
 
07/01/05
 
30 to 30 Years
Flying Star Café
Albuquerque, NM
 
(a)
 
1,036

 
1,655

 

 

 
1,036

 
1,655

 
2,691

 
(812
)
 
1994
 
07/01/05
 
15 to 30 Years
Focus Child Development Center
Riverdale, GA
 
(a)
 
663

 
1,336

 

 
32

 
663

 
1,368

 
2,031

 
(80
)
 
1998
 
06/29/16
 
10 to 40 Years
Focus Child Development Center
Dalton, GA
 
(a)
 
396

 
1,396

 

 

 
396

 
1,396

 
1,792

 
(70
)
 
1996
 
06/29/16
 
10 to 40 Years
Focus Child Development Center
Riverdale, GA
 
(a)
 
436

 
525

 

 

 
436

 
525

 
961

 
(32
)
 
1965
 
06/29/16
 
10 to 40 Years
Food City
Blairsville, GA
 
(d)
 
1,652

 
3,102

 

 

 
1,652

 
3,102

 
4,754

 
(517
)
 
2001
 
09/30/14
 
10 to 30 Years

176

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Food City
Chattanooga, TN
 
(d)
 
1,817

 
5,281

 

 

 
1,817

 
5,281

 
7,098

 
(760
)
 
1969
 
09/30/14
 
10 to 30 Years
Food City
Dayton, TN
 
(d)
 
1,122

 
6,767

 

 

 
1,122

 
6,767

 
7,889

 
(740
)
 
1999
 
09/30/14
 
10 to 40 Years
Fox and Hound
Richmond, VA
 
(d)
 
993

 
922

 

 

 
993

 
922

 
1,915

 
(154
)
 
2003
 
03/20/15
 
13 to 20 Years
Fox Rehabilitation Services
Cherry Hill, NJ
 
(d)
 
4,078

 
6,076

 

 

 
4,078

 
6,076

 
10,154

 
(362
)
 
1998
 
11/23/16
 
9 to 30 Years
Fred's Super Dollar
Cabot, AR
 
(a)
 
132

 
404

 

 

 
132

 
404

 
536

 
(157
)
 
1970
 
03/31/14
 
1 to 15 Years
Fresenius Medical Care
Elizabethton, TN
 
(d)
 
482

 
1,139

 

 

 
482

 
1,139

 
1,621

 
(196
)
 
2008
 
08/18/14
 
6 to 30 Years
Fresenius Medical Care
Fairlea, WV
 
(d)
 
298

 
1,280

 

 

 
298

 
1,280

 
1,578

 
(196
)
 
2009
 
08/18/14
 
10 to 40 Years
Fuddruckers
Mesa, AZ
 
(a)
 
1,318

 
234

 

 

 
1,318

 
234

 
1,552

 
(261
)
 
1995
 
06/25/04
 
15 to 20 Years
Fuddruckers
Houston, TX
 
(a)
 
1,098

 
439

 

 

 
1,098

 
439

 
1,537

 
(382
)
 
1995
 
06/25/04
 
15 to 40 Years
Fuddruckers
Houston, TX
 
(a)
 
1,156

 
352

 
(22
)
 

 
1,134

 
352

 
1,486

 
(317
)
 
1995
 
06/25/04
 
15 to 30 Years
Fuddruckers
Glendale, AZ
 
(a)
 
1,236

 
272

 

 

 
1,236

 
272

 
1,508

 
(270
)
 
1995
 
06/25/04
 
15 to 20 Years
Fuddruckers
Kingwood, TX
 
(a)
 
936

 
387

 

 
(387
)
 
936

 

 
936

 
(198
)
 
1994
 
06/25/04
 
15 to 30 Years
Gardner School
Nashville, TN
 
(d)
 
2,461

 
1,427

 

 

 
2,461

 
1,427

 
3,888

 
(140
)
 
1976
 
03/27/15
 
15 to 40 Years
General Motors
Caldwell, TX
 
(a)
 
1,775

 
1,725

 

 

 
1,775

 
1,725

 
3,500

 
(1,061
)
 
2000
 
04/29/11
 
11 to 36 Years
Georgia Theatre
Danville, VA
 
(d)
 
1,349

 
6,406

 

 

 
1,349

 
6,406

 
7,755

 
(614
)
 
2002
 
12/30/14
 
15 to 40 Years
Georgia Theatre
Hinesville, GA
 
(d)
 
2,049

 
5,216

 

 

 
2,049

 
5,216

 
7,265

 
(513
)
 
2001
 
12/30/14
 
15 to 40 Years
Georgia Theatre
Valdosta, GA
 
(d)
 
3,038

 
13,801

 

 

 
3,038

 
13,801

 
16,839

 
(1,225
)
 
2001
 
12/30/14
 
15 to 40 Years
Georgia Theatre
Warner Robins, GA
 
(d)
 
2,598

 
8,324

 

 

 
2,598

 
8,324

 
10,922

 
(796
)
 
2010
 
12/30/14
 
15 to 40 Years
Gerber Collision & Glass
Clayton, NC
 
(a)
 
684

 
1,254

 

 

 
684

 
1,254

 
1,938

 
(200
)
 
2001
 
03/31/14
 
7 to 30 Years
Gerber Collision & Glass
Greensboro, NC
 
(a)
 
721

 
1,179

 

 

 
721

 
1,179

 
1,900

 
(208
)
 
2002
 
03/31/14
 
7 to 30 Years
Golden Chick
Weatherford, TX
 
(d)
 
260

 
886

 

 
21

 
260

 
907

 
1,167

 
(55
)
 
2015
 
07/28/16
 
18 to 30 Years
Golden Corral
Fort Smith, AR
 
(a)
 
1,503

 
1,323

 

 

 
1,503

 
1,323

 
2,826

 
(967
)
 
1993
 
09/23/05
 
15 to 20 Years
Golden Corral
Branson, MO
 
(a)
 
1,497

 
1,684

 

 

 
1,497

 
1,684

 
3,181

 
(888
)
 
1994
 
09/23/05
 
15 to 30 Years
Golden Corral
Springfield, MO
 
(a)
 
1,655

 
1,467

 

 

 
1,655

 
1,467

 
3,122

 
(855
)
 
1993
 
09/23/05
 
15 to 30 Years
Golden Corral
North Little Rock, AR
 
(a)
 
1,398

 
1,289

 

 

 
1,398

 
1,289

 
2,687

 
(884
)
 
1993
 
09/23/05
 
15 to 20 Years

Golden Corral
Albuquerque, NM
 
(b)
 
1,473

 
2,947

 

 

 
1,473

 
2,947

 
4,420

 
(737
)
 
2011
 
07/17/13
 
10 to 33 Years
Golden Corral
Gallipolis, OH
 
(a)
 
375

 
1,295

 

 

 
375

 
1,295

 
1,670

 
(233
)
 
1996
 
10/25/13
 
15 to 30 Years

177

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Golden Corral
Colonial Heights, VA
 
(a)
 
1,947

 
500

 
37

 
1,463

 
1,984

 
1,963

 
3,947

 
(180
)
 
1989
 
10/25/13
 
15 to 40 Years
Golden Corral
Lexington, NC
 
(a)
 
910

 
1,059

 

 

 
910

 
1,059

 
1,969

 
(224
)
 
1998
 
10/25/13
 
15 to 30 Years
Golden Corral
Danville, VA
 
(a)
 
957

 
2,813

 

 

 
957

 
2,813

 
3,770

 
(390
)
 
2009
 
08/21/13
 
15 to 40 Years
Golden Corral
Roanoke, VA
 
(a)
 
1,362

 
1,836

 

 

 
1,362

 
1,836

 
3,198

 
(311
)
 
2000
 
08/21/13
 
15 to 30 Years
Golden Corral
Lynchburg, VA
 
(a)
 
2,033

 
2,013

 

 

 
2,033

 
2,013

 
4,046

 
(402
)
 
2000
 
08/21/13
 
15 to 30 Years
Golden Corral
Decatur, AL
 
(b)
 
1,157

 
1,725

 

 

 
1,157

 
1,725

 
2,882

 
(390
)
 
2004
 
07/17/13
 
10 to 30 Years
Golden Corral
Florence, AL
 
(b)
 
794

 
1,742

 

 

 
794

 
1,742

 
2,536

 
(377
)
 
1995
 
07/17/13
 
8 to 27 Years
Gold's Gym
O'Fallon, IL
 
(d)
 
2,243

 
5,002

 

 

 
2,243

 
5,002

 
7,245

 
(882
)
 
2005
 
07/17/13
 
6 to 37 Years
Gold's Gym
O' Fallon, MO
 
(d)
 
1,669

 
6,054

 

 

 
1,669

 
6,054

 
7,723

 
(994
)
 
2007
 
07/17/13
 
9 to 34 Years
Gold's Gym
St. Peters, MO
 
(d)
 
1,814

 
5,810

 

 

 
1,814

 
5,810

 
7,624

 
(1,070
)
 
2007
 
07/17/13
 
9 to 34 Years
Gold's Gym
Clifton, CO
 
(a)
 
1,280

 
6,975

 

 

 
1,280

 
6,975

 
8,255

 
(641
)
 
1983
 
06/30/15
 
15 to 30 Years
Gold's Gym
Grand Junction, CO
 
(a)
 
1,825

 
10,478

 

 

 
1,825

 
10,478

 
12,303

 
(653
)
 
2007
 
11/05/15
 
15 to 40 Years
Gold's Gym
Pawtucket, RI
 
(a)
 
946

 
3,093

 

 
28

 
946

 
3,121

 
4,067

 
(230
)
 
1980
 
06/28/16
 
5 to 30 Years
Goodrich Quality Theaters
Portage, IN
 
(a)
 
4,621

 
8,300

 

 

 
4,621

 
8,300

 
12,921

 
(3,562
)
 
2007
 
06/30/09
 
13 to 38 Years
Goodrich Quality Theaters
Batavia, IL
 
(a)
 
4,705

 
7,561

 

 

 
4,705

 
7,561

 
12,266

 
(2,916
)
 
1995
 
06/30/09
 
11 to 38 Years
Goodrich Quality Theaters
Noblesville, IN
 
(a)
 
1,760

 

 
2,338

 
10,172

 
4,098

 
10,172

 
14,270

 
(3,831
)
 
2008
 
06/30/09
 
14 to 39 Years
Goodrich Quality Theaters
Siginaw, MI
 
(a)
 
2,538

 
8,359

 

 

 
2,538

 
8,359

 
10,897

 
(1,044
)
 
2013
 
12/02/13
 
15 to 50 Years
Goodrich Quality Theaters
Gibsonton, FL
 
(d)
 
4,970

 
4,014

 

 
7,505

 
4,970

 
11,519

 
16,489

 
(388
)
 
2016
 
11/05/15
 
13 to 50 Years
Gordmans
Peoria, IL
 
(d)
 
2,407

 
5,452

 
(1,490
)
 
(3,404
)
 
917

 
2,048

 
2,965

 
(59
)
 
2006
 
07/17/13
 
2 to 36 Years
Grand Sport Restaurant
Tulsa, OK
 
(a)
 
983

 
1,232

 
(497
)
 
(573
)
 
486

 
659

 
1,145

 
(651
)
 
1976
 
02/26/07
 
14 to 30 Years
H&E Equipment Services
Corpus Christi, TX
 
(d)
 
1,790

 
1,267

 

 

 
1,790

 
1,267

 
3,057

 
(376
)
 
2014
 
09/30/14
 
11 to 30 Years
Hajoca Corporation
D'Iberville, MS
 
(a)
 
250

 
339

 

 

 
250

 
339

 
589

 
(218
)
 
1984
 
05/01/05
 
15 to 20 Years
Hajoca Corporation
Aiken, SC
 
(a)
 
108

 
265

 

 

 
108

 
265

 
373

 
(154
)
 
1985
 
05/01/05
 
15 to 20 Years
Hajoca Corporation
Statesville, NC
 
(a)
 
614

 
355

 

 

 
614

 
355

 
969

 
(432
)
 
1976
 
05/01/05
 
9 to 15 Years
Hajoca Corporation
Greenville, SC
 
(a)
 
344

 
210

 

 

 
344

 
210

 
554

 
(272
)
 
1981
 
05/01/05
 
9 to 15 Years
Hajoca Corporation
West Columbia, SC
 
(a)
 
262

 
598

 

 

 
262

 
598

 
860

 
(375
)
 
1984
 
05/01/05
 
9 to 20 Years
Hajoca Corporation
Sebring, FL
 
(a)
 
318

 
291

 

 

 
318

 
291

 
609

 
(216
)
 
1982
 
07/01/05
 
15 to 20 Years

178

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Hardee's
East Ellijay, GA
 
(a)
 
562

 
354

 

 

 
562

 
354

 
916

 
(270
)
 
1984
 
12/29/05
 
15 to 20 Years
Hardee's
Paxton, IL
 
(a)
 
324

 
658

 

 

 
324

 
658

 
982

 
(505
)
 
1986
 
12/29/05
 
15 to 20 Years
Hardee's
Adairsville, GA
 
(a)
 
557

 
318

 

 

 
557

 
318

 
875

 
(195
)
 
1986
 
09/29/06
 
15 to 20 Years
Hardee's
Parkersburg, WV
 
(a)
 
416

 
658

 

 
75

 
416

 
733

 
1,149

 
(486
)
 
1986
 
03/07/07
 
4 to 20 Years
Hardee's
Watertown, WI
 
(a)
 
267

 
338

 

 

 
267

 
338

 
605

 
(205
)
 
1986
 
06/30/09
 
13 to 18 Years
Hardee's
Mayfield, KY
 
(a)
 
316

 
603

 

 

 
316

 
603

 
919

 
(335
)
 
1986
 
12/08/09
 
12 to 27 Years
Hardee's
South Charleston, WV
 
(b)
 
524

 
541

 

 

 
524

 
541

 
1,065

 
(168
)
 
1993
 
12/21/12
 
15 to 20 Years
Hardee's
Weston, WV
 
(b)
 
158

 
695

 

 

 
158

 
695

 
853

 
(148
)
 
1981
 
12/21/12
 
15 to 30 Years
Hardee's
Buckhannon, WV
 
(b)
 
438

 
529

 

 

 
438

 
529

 
967

 
(177
)
 
1978
 
12/21/12
 
15 to 20 Years
Hardee's
Kingwood, WV
 
(b)
 
618

 
677

 

 

 
618

 
677

 
1,295

 
(229
)
 
1979
 
12/21/12
 
15 to 20 Years
Hardee's
Waynesburg, PA
 
(b)
 
323

 
918

 

 

 
323

 
918

 
1,241

 
(221
)
 
1982
 
12/21/12
 
15 to 30 Years
Hardee's
So. Parkersburg, WV
 
(b)
 
383

 
404

 

 

 
383

 
404

 
787

 
(138
)
 
1986
 
12/21/12
 
15 to 20 Years
Hardee's
Bristol, VA
 
(b)
 
492

 
366

 

 

 
492

 
366

 
858

 
(169
)
 
1982
 
12/21/12
 
15 to 20 Years
Hardee's
Parkersburg, WV
 
(b)
 
457

 
309

 

 

 
457

 
309

 
766

 
(204
)
 
1999
 
12/21/12
 
10 to 15 Years
Hardee's
Bristol, TN
 
(b)
 
474

 
282

 

 

 
474

 
282

 
756

 
(178
)
 
1985
 
12/21/12
 
10 to 15 Years
Hardee's
Mount Carmel, TN
 
(b)
 
499

 
536

 

 

 
499

 
536

 
1,035

 
(162
)
 
1988
 
12/21/12
 
15 to 30 Years
Hardee's
Philippi, WV
 
(b)
 
405

 
232

 

 

 
405

 
232

 
637

 
(166
)
 
1986
 
12/21/12
 
10 to 15 Years
Hardee's
Elizabethton, TN
 
(b)
 
735

 
278

 

 

 
735

 
278

 
1,013

 
(127
)
 
1971
 
12/21/12
 
15 to 20 Years
Hardee's
Johnson City, TN
 
(b)
 
718

 
450

 

 

 
718

 
450

 
1,168

 
(206
)
 
1983
 
12/21/12
 
15 to 20 Years
Hardee's
Bristol, VA
 
(b)
 
369

 
564

 

 

 
369

 
564

 
933

 
(190
)
 
1991
 
12/21/12
 
15 to 20 Years
Hardee's
Rogersville, TN
 
(b)
 
384

 
964

 

 

 
384

 
964

 
1,348

 
(229
)
 
1986
 
12/21/12
 
15 to 30 Years
Hardee's
Jonesborough, TN
 
(b)
 
576

 
329

 

 

 
576

 
329

 
905

 
(136
)
 
1987
 
12/21/12
 
15 to 20 Years
Hardee's
Kingsport, TN
 
(b)
 
384

 
877

 

 

 
384

 
877

 
1,261

 
(210
)
 
1992
 
12/21/12
 
15 to 30 Years
Hardee's
Eureka, IL
 
(b)
 
307

 
338

 

 

 
307

 
338

 
645

 
(238
)
 
1980
 
12/21/12
 
10 to 15 Years
Hardee's
Peoria, IL
 
(b)
 
383

 
270

 

 

 
383

 
270

 
653

 
(176
)
 
1980
 
12/21/12
 
10 to 15 Years
Hardee's
Bartonville, IL
 
(b)
 
410

 
856

 

 

 
410

 
856

 
1,266

 
(223
)
 
1980
 
12/21/12
 
15 to 30 Years
Hardee's
Fort Madison, IA
 
(b)
 
191

 
620

 

 

 
191

 
620

 
811

 
(143
)
 
1980
 
12/21/12
 
15 to 30 Years
Hardee's
Havana, IL
 
(b)
 
439

 
297

 

 

 
439

 
297

 
736

 
(230
)
 
1980
 
12/21/12
 
10 to 15 Years
Hardee's
Washington, IL
 
(b)
 
264

 
460

 

 

 
264

 
460

 
724

 
(159
)
 
1980
 
12/21/12
 
15 to 20 Years
Hardee's
Normal, IL
 
(b)
 
394

 
240

 

 

 
394

 
240

 
634

 
(153
)
 
1980
 
12/21/12
 
10 to 15 Years
Hardee's
Peoria, IL
 
(b)
 
282

 
435

 

 

 
282

 
435

 
717

 
(154
)
 
1980
 
12/21/12
 
15 to 20 Years

179

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Hardee's
Hawkinsville, GA
 
(a)
 
169

 
946

 

 

 
169

 
946

 
1,115

 
(158
)
 
1986
 
12/24/13
 
15 to 30 Years
Hardee's
Atlanta, GA
 
(a)
 
309

 
867

 

 

 
309

 
867

 
1,176

 
(147
)
 
1994
 
12/24/13
 
15 to 30 Years
Hardee's
Monroe, GA
 
(a)
 
618

 
787

 

 

 
618

 
787

 
1,405

 
(150
)
 
1977
 
12/24/13
 
15 to 30 Years
Hardee's
Warner Robins, GA
 
(a)
 
229

 
887

 

 

 
229

 
887

 
1,116

 
(161
)
 
1978
 
12/24/13
 
15 to 30 Years
Hardee's
Griffin, GA
 
(a)
 
249

 
877

 

 

 
249

 
877

 
1,126

 
(146
)
 
1979
 
12/24/13
 
15 to 30 Years
Hardee's
Commerce, GA
 
(a)
 
219

 
797

 

 

 
219

 
797

 
1,016

 
(138
)
 
1990
 
12/24/13
 
15 to 30 Years
Hardee's
Forsyth, GA
 
(a)
 
249

 
936

 

 

 
249

 
936

 
1,185

 
(162
)
 
1983
 
12/24/13
 
15 to 30 Years
Hardee's
Cumming, GA
 
(a)
 
408

 
827

 

 

 
408

 
827

 
1,235

 
(150
)
 
1988
 
12/24/13
 
15 to 30 Years
Hardee's
McDonough, GA
 
(a)
 
179

 
806

 

 
1

 
179

 
807

 
986

 
(134
)
 
1989
 
12/24/13
 
15 to 30 Years
Hardee's
McDonough, GA
 
(a)
 
418

 
847

 

 

 
418

 
847

 
1,265

 
(158
)
 
1995
 
12/24/13
 
15 to 30 Years
Hardee's
Moultrie, GA
 
(a)
 
359

 
827

 

 

 
359

 
827

 
1,186

 
(139
)
 
1997
 
12/24/13
 
15 to 30 Years
Hardee's
Thomasville, GA
 
(a)
 
408

 
837

 

 

 
408

 
837

 
1,245

 
(143
)
 
1985
 
12/24/13
 
15 to 30 Years
Hardee's
Quitman, GA
 
(a)
 
259

 
936

 

 

 
259

 
936

 
1,195

 
(157
)
 
1985
 
12/24/13
 
15 to 30 Years
Hardee's
Graceville, FL
 
(a)
 
279

 
1,036

 

 

 
279

 
1,036

 
1,315

 
(186
)
 
1985
 
12/24/13
 
15 to 30 Years
Hardee's
Pearson, GA
 
(a)
 
159

 
817

 

 

 
159

 
817

 
976

 
(141
)
 
1994
 
12/24/13
 
15 to 30 Years
Hardee's
Emporia, KS
 
(a)
 
508

 
1,175

 

 

 
508

 
1,175

 
1,683

 
(205
)
 
1969
 
12/24/13
 
15 to 30 Years
Hardee's
Rolla, MO
 
(a)
 
229

 
857

 

 

 
229

 
857

 
1,086

 
(146
)
 
1978
 
12/24/13
 
15 to 30 Years
Hardee's
Independence, MO
 
(a)
 
279

 
936

 

 

 
279

 
936

 
1,215

 
(157
)
 
1979
 
12/24/13
 
15 to 30 Years
Hardee's
Kansas City, MO
 
(a)
 
538

 
936

 

 

 
538

 
936

 
1,474

 
(167
)
 
1979
 
12/24/13
 
15 to 30 Years
Hardee's
Kansas City, KS
 
(a)
 
289

 
1,066

 

 

 
289

 
1,066

 
1,355

 
(179
)
 
1980
 
12/24/13
 
15 to 30 Years
Hardee's
Trenton, MO
 
(a)
 
309

 
1,175

 

 

 
309

 
1,175

 
1,484

 
(197
)
 
1976
 
12/24/13
 
15 to 30 Years
Hardee's
Harrisonville, MO
 
(a)
 
369

 
1,195

 

 

 
369

 
1,195

 
1,564

 
(202
)
 
1981
 
12/24/13
 
15 to 30 Years
Hardee's
Lees Summit, MO
 
(a)
 
319

 
906

 

 

 
319

 
906

 
1,225

 
(158
)
 
1985
 
12/24/13
 
15 to 30 Years
Hardee's
Columbia, MO
 
(a)
 
339

 
1,126

 

 

 
339

 
1,126

 
1,465

 
(182
)
 
1985
 
12/24/13
 
15 to 30 Years
Harp's Marketplace
Fort Smith, AR
 
(a)
 
837

 
1,831

 

 

 
837

 
1,831

 
2,668

 
(395
)
 
1994
 
04/30/14
 
3 to 20 Years
Hartford Provision Company
South Windsor, CT
 
(d)
 
1,590

 
6,774

 

 
502

 
1,590

 
7,276

 
8,866

 
(1,013
)
 
1982
 
05/05/15
 
7 to 20 Years
Havana Farm and Home Supply
Havana, IL
 
(d)
 
526

 
813

 

 

 
526

 
813

 
1,339

 
(445
)
 
2000
 
05/31/06
 
15 to 30 Years
HD Supply
West Columbia, SC
 
(a)
 
324

 
108

 

 

 
324

 
108

 
432

 
(88
)
 
1989
 
05/01/05
 
15 to 20 Years
HD Supply
Tontitown, AR
 
(a)
 
230

 
92

 

 

 
230

 
92

 
322

 
(91
)
 
1987
 
05/01/05
 
15 to 20 Years
HD Supply
Indianapolis, IN
 
(a)
 
607

 
520

 

 

 
607

 
520

 
1,127

 
(380
)
 
1990
 
05/01/05
 
15 to 20 Years

180

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


HD Supply
Knoxville, TN
 
(a)
 
259

 
111

 

 

 
259

 
111

 
370

 
(185
)
 
1981
 
05/01/05
 
10 to 15 Years
HD Supply
Wilmington, NC
 
(a)
 
370

 
122

 

 

 
370

 
122

 
492

 
(110
)
 
1987
 
05/01/05
 
15 to 20 Years
HD Supply
Lawrenceville, GA
 
(a)
 
500

 
237

 

 

 
500

 
237

 
737

 
(211
)
 
1996
 
05/01/05
 
15 to 30 Years
HD Supply
Roanoke, VA
 
(a)
 
333

 
124

 

 

 
333

 
124

 
457

 
(184
)
 
1975
 
05/01/05
 
10 to 15 Years
HD Supply
Hickory, NC
 
(a)
 
199

 
262

 

 

 
199

 
262

 
461

 
(210
)
 
1989
 
05/01/05
 
15 to 20 Years
HD Supply
Florence, SC
 
(a)
 
221

 
174

 

 

 
221

 
174

 
395

 
(226
)
 
1974
 
05/01/05
 
10 to 15 Years
HD Supply
Martinsburg, WV
 
(a)
 
173

 
20

 

 

 
173

 
20

 
193

 
(50
)
 
1972
 
05/01/05
 
10 to 15 Years
HD Supply
Spokane, WA
 
(a)
 
518

 
193

 

 

 
518

 
193

 
711

 
(186
)
 
1998
 
05/01/05
 
15 to 30 Years
HD Supply
Greer, SC
 
(a)
 
268

 
236

 

 

 
268

 
236

 
504

 
(176
)
 
1993
 
05/01/05
 
15 to 30 Years
HD Supply
Jacksonville, FL
 
(a)
 
339

 
226

 

 

 
339

 
226

 
565

 
(207
)
 
1987
 
07/01/05
 
15 to 20 Years
HD Supply
Jacksonville, FL
 
(a)
 
963

 
1,007

 

 

 
963

 
1,007

 
1,970

 
(1,008
)
 
2001
 
07/01/05
 
9 to 20 Years
HD Supply
Conroe, TX
 
(a)
 
492

 
723

 

 

 
492

 
723

 
1,215

 
(363
)
 
1999
 
07/01/05
 
14 to 30 Years
HD Supply
Pompano Beach, FL
 
(a)
 
1,144

 
337

 

 

 
1,144

 
337

 
1,481

 
(252
)
 
1990
 
07/01/05
 
15 to 30 Years
HD Supply
Riviera Beach, FL
 
(a)
 
500

 
170

 

 

 
500

 
170

 
670

 
(156
)
 
1987
 
07/01/05
 
15 to 20 Years
Health Point Family Medicine
Franklin, TX
 
(d)
 
159

 
1,124

 

 
29

 
159

 
1,153

 
1,312

 
(157
)
 
2012
 
08/18/14
 
4 to 40 Years
Heartland Dental
Bullhead City, AZ
 
(a)
 
57

 
946

 

 

 
57

 
946

 
1,003

 
(94
)
 
2005
 
04/08/14
 
15 to 40 Years
Heartland Dental
Glendale, AZ
 
(a)
 
371

 
491

 

 

 
371

 
491

 
862

 
(71
)
 
1988
 
03/31/14
 
15 to 30 Years
Heartland Dental
Brandon, FL
 
(a)
 
110

 
671

 

 

 
110

 
671

 
781

 
(86
)
 
1999
 
03/31/14
 
15 to 30 Years
Heartland Dental
Ocala, FL
 
(a)
 
23

 
547

 

 

 
23

 
547

 
570

 
(68
)
 
1984
 
04/08/14
 
30 to 30 Years
Heartland Dental
Gainesville, FL
 
(a)
 
180

 
711

 

 

 
180

 
711

 
891

 
(94
)
 
1941
 
03/31/14
 
15 to 30 Years
Heartland Dental
Largo, FL
 
(a)
 
150

 
311

 

 

 
150

 
311

 
461

 
(44
)
 
1962
 
03/31/14
 
15 to 30 Years
Heartland Dental
New Port Richey, FL
 
(a)
 
274

 
1,162

 

 

 
274

 
1,162

 
1,436

 
(160
)
 
2004
 
04/08/14
 
15 to 30 Years
Heartland Dental
New Port Richey, FL
 
(a)
 
456

 
1,151

 

 

 
456

 
1,151

 
1,607

 
(178
)
 
2004
 
04/08/14
 
15 to 30 Years
Heartland Dental
Melbourne, FL
 
(a)
 
321

 
651

 

 

 
321

 
651

 
972

 
(89
)
 
1987
 
03/31/14
 
15 to 30 Years
Heartland Dental
Okeechobee, FL
 
(a)
 
190

 
521

 

 

 
190

 
521

 
711

 
(73
)
 
1990
 
03/31/14
 
15 to 30 Years
Heartland Dental
Debary, FL
 
(a)
 
100

 
641

 

 

 
100

 
641

 
741

 
(90
)
 
1989
 
03/31/14
 
15 to 30 Years
Heartland Dental
Orlando, FL
 
(a)
 
291

 
230

 

 

 
291

 
230

 
521

 
(36
)
 
1979
 
03/31/14
 
15 to 30 Years
Heartland Dental
Vero Beach, FL
 
(a)
 
220

 
731

 

 

 
220

 
731

 
951

 
(101
)
 
1974
 
03/31/14
 
15 to 30 Years
Heartland Dental
Jacksonville, FL
 
(a)
 
57

 
365

 

 

 
57

 
365

 
422

 
(48
)
 
1986
 
04/08/14
 
15 to 30 Years
Heartland Dental
Columbus, GA
 
(a)
 
190

 
531

 

 

 
190

 
531

 
721

 
(89
)
 
1993
 
03/31/14
 
15 to 30 Years

181

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Heartland Dental
Eastman, GA
 
(a)
 
130

 
551

 

 

 
130

 
551

 
681

 
(89
)
 
1988
 
03/31/14
 
15 to 30 Years
Heartland Dental
Monroe, GA
 
(a)
 
110

 
631

 

 

 
110

 
631

 
741

 
(94
)
 
2001
 
03/31/14
 
15 to 30 Years
Heartland Dental
Clayton, GA
 
(a)
 
70

 
311

 

 

 
70

 
311

 
381

 
(49
)
 
1963
 
03/31/14
 
15 to 30 Years
Heartland Dental
Springfield, IL
 
(a)
 
451

 
1,162

 

 

 
451

 
1,162

 
1,613

 
(180
)
 
1992
 
03/31/14
 
15 to 30 Years
Heartland Dental
Litchfield, IL
 
(a)
 
210

 
311

 

 

 
210

 
311

 
521

 
(73
)
 
1962
 
03/31/14
 
15 to 20 Years
Heartland Dental
Maryville, IL
 
(a)
 
301

 
401

 

 

 
301

 
401

 
702

 
(70
)
 
1995
 
03/31/14
 
15 to 30 Years
Heartland Dental
Belleville, IL
 
(a)
 
140

 
431

 

 

 
140

 
431

 
571

 
(91
)
 
1979
 
03/31/14
 
15 to 20 Years
Heartland Dental
East Alton, IL
 
(a)
 
170

 
80

 

 

 
170

 
80

 
250

 
(28
)
 
1960
 
03/31/14
 
15 to 20 Years
Heartland Dental
Litchfield, IL
 
(a)
 
110

 
120

 

 

 
110

 
120

 
230

 
(25
)
 
1962
 
03/31/14
 
15 to 20 Years
Heartland Dental
Crystal Lake, IL
 
(a)
 
200

 
631

 

 

 
200

 
631

 
831

 
(96
)
 
2001
 
03/31/14
 
15 to 30 Years
Heartland Dental
Marion, IN
 
(a)
 
140

 
321

 

 

 
140

 
321

 
461

 
(58
)
 
1988
 
03/31/14
 
15 to 30 Years
Heartland Dental
Logansport, IN
 
(a)
 
30

 
421

 

 

 
30

 
421

 
451

 
(55
)
 
1920
 
03/31/14
 
15 to 30 Years
Heartland Dental
Fort Wayne, IN
 
(a)
 
150

 
1,022

 

 

 
150

 
1,022

 
1,172

 
(111
)
 
1965
 
03/31/14
 
15 to 40 Years
Heartland Dental
Anderson, IN
 
(a)
 
411

 
1,673

 

 

 
411

 
1,673

 
2,084

 
(182
)
 
1981
 
03/31/14
 
15 to 40 Years
Heartland Dental
Westfield, IN
 
(a)
 
361

 
751

 

 

 
361

 
751

 
1,112

 
(106
)
 
1992
 
03/31/14
 
15 to 40 Years
Heartland Dental
South Bend, IN
 
(a)
 
341

 
321

 

 

 
341

 
321

 
662

 
(78
)
 
1955
 
03/31/14
 
15 to 20 Years
Heartland Dental
Evansville, IN
 
(a)
 
130

 
391

 

 

 
130

 
391

 
521

 
(61
)
 
1986
 
03/31/14
 
15 to 30 Years
Heartland Dental
Osceola, IN
 
(a)
 
291

 
671

 

 

 
291

 
671

 
962

 
(108
)
 
1996
 
03/31/14
 
15 to 40 Years
Heartland Dental
Marion, IN
 
(a)
 
130

 
421

 

 

 
130

 
421

 
551

 
(70
)
 
1974
 
03/31/14
 
15 to 30 Years
Heartland Dental
Elkhart, IN
 
(a)
 
90

 
341

 

 

 
90

 
341

 
431

 
(48
)
 
1969
 
03/31/14
 
15 to 30 Years
Heartland Dental
Springfield, MO
 
(a)
 
561

 
631

 

 

 
561

 
631

 
1,192

 
(104
)
 
1996
 
03/31/14
 
15 to 30 Years
Heartland Dental
Columbia, MO
 
(a)
 
1,012

 
7,054

 

 

 
1,012

 
7,054

 
8,066

 
(724
)
 
2004
 
03/31/14
 
15 to 40 Years
Heartland Dental
Raytown, MO
 
(a)
 
80

 
631

 

 

 
80

 
631

 
711

 
(91
)
 
1989
 
03/31/14
 
15 to 30 Years
Heartland Dental
Brandon, MS
 
(a)
 
200

 
281

 

 

 
200

 
281

 
481

 
(58
)
 
1986
 
03/31/14
 
15 to 30 Years
Heartland Dental
Vicksburg, MS
 
(a)
 
150

 
351

 

 

 
150

 
351

 
501

 
(61
)
 
1984
 
03/31/14
 
15 to 30 Years
Heartland Dental
Rio Rancho, NM
 
(a)
 
301

 
461

 

 

 
301

 
461

 
762

 
(75
)
 
1992
 
03/31/14
 
15 to 30 Years
Heartland Dental
Gahanna, OH
 
(a)
 
411

 
982

 

 

 
411

 
982

 
1,393

 
(152
)
 
1998
 
03/31/14
 
15 to 40 Years
Heartland Dental
Pataskala, OH
 
(a)
 
261

 
782

 

 

 
261

 
782

 
1,043

 
(93
)
 
1995
 
03/31/14
 
15 to 40 Years
Heartland Dental
Defiance, OH
 
(a)
 
130

 
491

 

 

 
130

 
491

 
621

 
(76
)
 
1959
 
03/31/14
 
15 to 30 Years
Heartland Dental
Camp Hill, PA
 
(a)
 
180

 
581

 

 

 
180

 
581

 
761

 
(85
)
 
1991
 
03/31/14
 
15 to 30 Years
Heartland Dental
Mechanicsburg, PA
 
(a)
 
231

 
1,032

 
152

 

 
383

 
1,032

 
1,415

 
(147
)
 
1990
 
03/31/14
 
15 to 30 Years
Heartland Dental
York, PA
 
(a)
 
100

 
481

 

 

 
100

 
481

 
581

 
(68
)
 
1984
 
03/31/14
 
15 to 30 Years

182

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Heartland Dental
Waynesboro, PA
 
(a)
 
100

 
601

 

 

 
100

 
601

 
701

 
(66
)
 
1957
 
03/31/14
 
15 to 40 Years
Heartland Dental
Camp Hill, PA
 
(a)
 
140

 
641

 

 

 
140

 
641

 
781

 
(90
)
 
1990
 
03/31/14
 
15 to 30 Years
Heartland Dental
Hartsville, SC
 
(a)
 
90

 
180

 

 

 
90

 
180

 
270

 
(24
)
 
1973
 
03/31/14
 
15 to 40 Years
Heartland Dental
Spartanburg, SC
 
(a)
 
150

 
401

 

 

 
150

 
401

 
551

 
(60
)
 
1992
 
03/31/14
 
15 to 30 Years
Heartland Dental
North Myrtle Beach, SC
 
(a)
 
581

 
601

 

 

 
581

 
601

 
1,182

 
(115
)
 
2004
 
03/31/14
 
15 to 30 Years
Heartland Dental
Clarksville, TN
 
(a)
 
281

 
531

 

 

 
281

 
531

 
812

 
(76
)
 
1997
 
03/31/14
 
15 to 30 Years
Heartland Dental
Germantown, TN
 
(a)
 
91

 
171

 

 

 
91

 
171

 
262

 
(19
)
 
1984
 
04/08/14
 
15 to 40 Years
Heartland Dental
Memphis, TN
 
(a)
 
91

 
490

 

 

 
91

 
490

 
581

 
(67
)
 
1987
 
04/08/14
 
15 to 30 Years
Heartland Dental
Wylie, TX
 
(a)
 
210

 
912

 

 

 
210

 
912

 
1,122

 
(132
)
 
1986
 
03/31/14
 
15 to 30 Years
Heartland Dental
Devine, TX
 
(a)
 
240

 
481

 

 

 
240

 
481

 
721

 
(83
)
 
2002
 
03/31/14
 
15 to 30 Years
Heartland Dental
Longview, TX
 
(a)
 
200

 
601

 

 

 
200

 
601

 
801

 
(98
)
 
2003
 
03/31/14
 
15 to 30 Years
Heartland Dental
Wittenberg, WI
 
(a)
 
41

 
210

 

 

 
41

 
210

 
251

 
(29
)
 
1982
 
03/31/14
 
15 to 30 Years
HHI-Formtech
Troy, MI
 
(a)
 
1,128

 
947

 

 

 
1,128

 
947

 
2,075

 
(388
)
 
1952
 
03/10/06
 
15 to 30 Years
HHI-Formtech
Royal Oak, MI
 
(a)
 
3,426

 
7,071

 

 

 
3,426

 
7,071

 
10,497

 
(2,850
)
 
1952
 
03/10/06
 
15 to 30 Years
High Heaven Trampoline Park
Flowood, MS
 
(d)
 
900

 
1,137

 

 

 
900

 
1,137

 
2,037

 
(167
)
 
1995
 
11/13/15
 
9 to 20 Years
High Rise Extreme Air Sports
Rogers, AR
 
(d)
 
635

 
2,376

 

 

 
635

 
2,376

 
3,011

 
(209
)
 
2014
 
09/30/15
 
9 to 40 Years
Hobby Lobby
Littleton, CO
 
(d)
 
7,839

 
9,299

 

 

 
7,839

 
9,299

 
17,138

 
(3,562
)
 
1991
 
07/17/13
 
5 to 17 Years
HOM Furniture
Hermantown, MN
 
(a)
 
1,881

 
7,761

 

 

 
1,881

 
7,761

 
9,642

 
(2,539
)
 
2003
 
04/08/05
 
15 to 40 Years
HOM Furniture
Eau Claire, WI
 
(a)
 
1,597

 
6,964

 

 

 
1,597

 
6,964

 
8,561

 
(3,060
)
 
2004
 
04/08/05
 
15 to 30 Years
HOM Furniture
Fargo, ND
 
(d)
 
2,095

 
8,525

 

 

 
2,095

 
8,525

 
10,620

 
(1,376
)
 
2005
 
07/17/13
 
8 to 32 Years
Home Depot
Lakewood, CO
 
(c)
 
3,822

 

 

 

 
3,822

 

 
3,822

 

 
(f)
 
07/17/13
 
(f)
Home Depot
Colma, CA
 
(d)
 
21,065

 
13,597

 

 
481

 
21,065

 
14,078

 
35,143

 
(2,376
)
 
1995
 
07/17/13
 
2 to 33 Years
Home Depot
Memphis, TN
 
(d)
 
3,777

 
10,303

 

 
43

 
3,777

 
10,346

 
14,123

 
(390
)
 
1996
 
02/28/17
 
9 to 30 Years
Home Depot
Highland Heights, OH
 
(d)
 
4,897

 
11,272

 

 
43

 
4,897

 
11,315

 
16,212

 
(427
)
 
1995
 
02/21/17
 
3 to 30 Years
Home Depot
Tempe, AZ
 
(d)
 
7,417

 
9,795

 

 
41

 
7,417

 
9,836

 
17,253

 
(391
)
 
1978
 
05/12/17
 
10 to 30 Years
Hooters
Richmond, VA
 
(a)
 
1,253

 
1,410

 

 
29

 
1,253

 
1,439

 
2,692

 
(586
)
 
1977
 
11/28/06
 
15 to 30 Years
Hooters
Midlothian, VA
 
(a)
 
823

 
1,151

 

 
246

 
823

 
1,397

 
2,220

 
(572
)
 
1994
 
11/28/06
 
15 to 30 Years
Hughes
Bowling Green, KY
 
(a)
 
136

 
228

 

 

 
136

 
228

 
364

 
(112
)
 
1993
 
05/01/05
 
15 to 30 Years
Humperdinks
Arlington, TX
 
(a)
 
2,064

 
2,043

 

 

 
2,064

 
2,043

 
4,107

 
(888
)
 
1995
 
07/01/05
 
15 to 30 Years
IBM
Greece, NY
 
(d)
 
1,419

 
20,548

 

 
(11,004
)
 
1,419

 
9,544

 
10,963

 
(124
)
 
1989
 
08/02/17
 
10 to 40 Years

183

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


IBM
Columbus, OH
 
(d)
 
3,154

 
19,715

 

 
12,816

 
3,154

 
32,531

 
35,685

 
(578
)
 
1989
 
08/02/17
 
5 to 30 Years
III Forks
Dallas, TX
 
(b)
 
2,965

 
9,066

 

 

 
2,965

 
9,066

 
12,031

 
(1,294
)
 
1998
 
07/17/13
 
11 to 35 Years
Industrial
New Castle, PA
 
(d)
 
1,084

 
5,507

 

 

 
1,084

 
5,507

 
6,591

 
(1,243
)
 
1999
 
07/17/13
 
8 to 26 Years
In-Shape
Modesto, CA
 
(d)
 
2,350

 
5,923

 

 

 
2,350

 
5,923

 
8,273

 
(860
)
 
1964
 
12/05/14
 
10 to 30 Years
In-Shape
Manteca, CA
 
(d)
 
796

 
2,062

 

 

 
796

 
2,062

 
2,858

 
(185
)
 
2001
 
09/04/15
 
15 to 30 Years
J. Jill
Tilton, NH
 
(c)
 
7,420

 
19,608

 

 

 
7,420

 
19,608

 
27,028

 
(5,512
)
 
1998
 
07/17/13
 
8 to 25 Years
Jack in the Box
Auburn, CA
 
(a)
 
579

 
299

 

 

 
579

 
299

 
878

 
(155
)
 
1992
 
12/29/06
 
15 to 30 Years
Jack Stack Barbeque
Overland Park, KS
 
(a)
 
2,549

 
3,219

 

 

 
2,549

 
3,219

 
5,768

 
(480
)
 
1983
 
05/15/14
 
15 to 30 Years
Jiffy Lube
Bonita Springs, FL
 
(b)
 
582

 
312

 

 
101

 
582

 
413

 
995

 
(125
)
 
1990
 
03/19/13
 
10 to 30 Years
Jiffy Lube
Sarasota, FL
 
(b)
 
386

 
312

 

 
141

 
386

 
453

 
839

 
(137
)
 
1987
 
03/19/13
 
10 to 30 Years
Jiffy Lube
Naples, FL
 
(b)
 
333

 
302

 

 
121

 
333

 
423

 
756

 
(122
)
 
1990
 
03/19/13
 
10 to 30 Years
Jiffy Lube
Largo, FL
 
(b)
 
416

 
493

 

 
111

 
416

 
604

 
1,020

 
(160
)
 
1989
 
03/19/13
 
10 to 30 Years
Jiffy Lube
Fort Myers, FL
 
(b)
 
555

 
312

 

 
131

 
555

 
443

 
998

 
(141
)
 
1990
 
03/19/13
 
10 to 30 Years
Jiffy Lube
Sarasota, FL
 
(b)
 
278

 
312

 

 
131

 
278

 
443

 
721

 
(123
)
 
1987
 
03/19/13
 
10 to 30 Years
Jiffy Lube
Clearwater, FL
 
(b)
 
463

 
443

 

 
131

 
463

 
574

 
1,037

 
(158
)
 
1989
 
03/19/13
 
10 to 30 Years
Jiffy Lube
Bradenton, FL
 
(b)
 
594

 
493

 

 
222

 
594

 
715

 
1,309

 
(225
)
 
1988
 
03/19/13
 
10 to 30 Years
Jo-Ann's
Reading, PA
 
(d)
 
449

 
3,222

 

 

 
449

 
3,222

 
3,671

 
(366
)
 
1998
 
07/17/13
 
8 to 40 Years
Jo-Ann's
Alpharetta, GA
 
(d)
 
2,819

 
3,139

 

 

 
2,819

 
3,139

 
5,958

 
(475
)
 
2000
 
07/17/13
 
5 to 43 Years
Joe's Crab Shack
Beaumont, TX
 
(a)
 
1,435

 
1,541

 

 

 
1,435

 
1,541

 
2,976

 
(758
)
 
1997
 
06/29/07
 
15 to 40 Years
Joe's Crab Shack
Plano, TX
 
(a)
 
2,418

 
1,529

 

 

 
2,418

 
1,529

 
3,947

 
(672
)
 
1998
 
06/29/07
 
15 to 40 Years
Joe's Crab Shack
Colorado Springs, CO
 
(a)
 
674

 
519

 

 

 
674

 
519

 
1,193

 
(146
)
 
1989
 
11/19/12
 
5 to 30 Years
Kansas Bar and Grill
Emporia, KS
 
(a)
 
657

 
219

 

 

 
657

 
219

 
876

 
(43
)
 
1997
 
06/04/14
 
15 to 30 Years
Kansas Bar and Grill
Winfield, KS
 
(a)
 
239

 
866

 

 

 
239

 
866

 
1,105

 
(144
)
 
1995
 
06/04/14
 
15 to 30 Years
Kansas Bar and Grill
Colby, KS
 
(a)
 
269

 
567

 

 

 
269

 
567

 
836

 
(101
)
 
1987
 
06/04/14
 
15 to 30 Years
Kansas Bar and Grill
Dodge City, KS
 
(a)
 
249

 
587

 

 

 
249

 
587

 
836

 
(87
)
 
1985
 
06/04/14
 
15 to 30 Years
Kansas Bar and Grill
Newton, KS
 
(a)
 
175

 
661

 

 

 
175

 
661

 
836

 
(106
)
 
1987
 
06/30/14
 
15 to 30 Years

184

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Kansas Buffet Company
Stillwater, OK
 
(a)
 
647

 
687

 

 

 
647

 
687

 
1,334

 
(118
)
 
1987
 
06/04/14
 
15 to 30 Years
Kansas Buffet Company
Hutchinson, KS
 
(a)
 
895

 
856

 

 

 
895

 
856

 
1,751

 
(150
)
 
1987
 
06/04/14
 
15 to 30 Years
Kansas Buffet Company
Ottawa, KS
 
(a)
 
348

 
816

 

 

 
348

 
816

 
1,164

 
(126
)
 
1987
 
06/04/14
 
15 to 30 Years
Kansas Buffet Company
Arkansas city, KS
 
(a)
 
239

 
975

 

 

 
239

 
975

 
1,214

 
(154
)
 
1987
 
06/04/14
 
15 to 30 Years
Kansas Buffet Company
Topeka, KS
 
(a)
 
1,224

 
905

 

 

 
1,224

 
905

 
2,129

 
(187
)
 
1988
 
06/04/14
 
15 to 30 Years
K-Bob's Steakhouse
Fredericksburg, TX
 
(d)
 
511

 
1,516

 

 

 
511

 
1,516

 
2,027

 
(290
)
 
1985
 
07/17/13
 
11 to 30 Years
Kerry's Car Care
Phoenix, AZ
 
(a)
 
956

 
1,485

 

 

 
956

 
1,485

 
2,441

 
(125
)
 
2015
 
06/24/16
 
4 to 40 Years
KFC
Atlanta, GA
 
(a)
 
513

 
483

 

 

 
513

 
483

 
996

 
(122
)
 
2002
 
02/02/12
 
15 to 30 Years
KFC
Roswell, GA
 
(a)
 
513

 
559

 

 

 
513

 
559

 
1,072

 
(111
)
 
2006
 
02/02/12
 
15 to 40 Years
KFC
Kansas City, KS
 
(a)
 
349

 
425

 

 

 
349

 
425

 
774

 
(114
)
 
1977
 
10/03/11
 
14 to 29 Years
KFC
Milan, IL
 
(b)
 
161

 
533

 

 

 
161

 
533

 
694

 
(128
)
 
1997
 
10/03/11
 
15 to 30 Years
KFC
Davenport, IA
 
(b)
 
441

 
646

 

 

 
441

 
646

 
1,087

 
(196
)
 
2002
 
10/03/11
 
15 to 30 Years
KFC
Independence, MO
 
(b)
 
396

 
1,074

 

 

 
396

 
1,074

 
1,470

 
(285
)
 
1984
 
10/03/11
 
15 to 30 Years
KFC
Kansas City, KS
 
(b)
 
594

 
904

 

 

 
594

 
904

 
1,498

 
(254
)
 
1999
 
10/03/11
 
15 to 30 Years
KFC
La Vista, NE
 
(b)
 
499

 
664

 

 

 
499

 
664

 
1,163

 
(172
)
 
1992
 
10/03/11
 
15 to 30 Years
KFC
Omaha, NE
 
(b)
 
539

 
380

 

 

 
539

 
380

 
919

 
(73
)
 
2006
 
10/03/11
 
15 to 40 Years
KFC
Calhoun, GA
 
(b)
 
503

 
713

 

 

 
503

 
713

 
1,216

 
(179
)
 
1988
 
02/02/12
 
15 to 30 Years
KFC
Covington, GA
 
(b)
 
526

 
665

 

 

 
526

 
665

 
1,191

 
(158
)
 
2001
 
02/02/12
 
15 to 30 Years
KFC
Decatur, GA
 
(b)
 
677

 
539

 

 

 
677

 
539

 
1,216

 
(132
)
 
1989
 
02/02/12
 
15 to 30 Years
KFC
Hampton, GA
 
(b)
 
568

 
648

 

 

 
568

 
648

 
1,216

 
(154
)
 
2002
 
02/02/12
 
15 to 30 Years
KFC
Jackson, GA
 
(b)
 
467

 
729

 

 

 
467

 
729

 
1,196

 
(202
)
 
1992
 
02/02/12
 
15 to 30 Years
KFC
Morrow, GA
 
(b)
 
530

 
568

 

 

 
530

 
568

 
1,098

 
(120
)
 
2006
 
02/02/12
 
15 to 40 Years
KFC
Stockbridge, GA
 
(b)
 
388

 
353

 

 

 
388

 
353

 
741

 
(87
)
 
2001
 
02/02/12
 
15 to 30 Years
KFC
Stone Mountain, GA
 
(b)
 
379

 
487

 

 

 
379

 
487

 
866

 
(114
)
 
1986
 
02/02/12
 
15 to 30 Years
KFC
Kingston, PA
 
(d)
 
521

 
635

 

 

 
521

 
635

 
1,156

 
(82
)
 
1978
 
11/18/14
 
15 to 30 Years
KFC
Bloomsburg, PA
 
(d)
 
698

 
823

 

 

 
698

 
823

 
1,521

 
(119
)
 
1993
 
11/18/14
 
15 to 30 Years
KFC
Williamsport, PA
 
(d)
 
864

 
979

 

 

 
864

 
979

 
1,843

 
(128
)
 
1966
 
11/18/14
 
15 to 30 Years
Kohl's
Wichita, KS
 
(d)
 
2,163

 
7,036

 

 
242

 
2,163

 
7,278

 
9,441

 
(1,311
)
 
1996
 
07/17/13
 
8 to 36 Years

185

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Kohl's
Lake Zurich, IL
 
(d)
 
4,860

 
6,935

 

 

 
4,860

 
6,935

 
11,795

 
(1,648
)
 
2000
 
07/17/13
 
7 to 32 Years
Kohl's
Grand Forks, ND
 
(d)
 
1,516

 
10,008

 

 

 
1,516

 
10,008

 
11,524

 
(1,271
)
 
2006
 
07/17/13
 
9 to 46 Years
Kohl's
Tilton, NH
 
(d)
 
3,959

 

 

 

 
3,959

 

 
3,959

 

 
(f)
 
07/17/13
 
(f)
Kohl's
Olathe, KS
 
(d)
 
3,505

 
5,847

 

 
322

 
3,505

 
6,169

 
9,674

 
(1,303
)
 
1995
 
07/17/13
 
9 to 35 Years
Kohl's
Sherwood, AR
 
(d)
 
2,300

 
5,995

 

 

 
2,300

 
5,995

 
8,295

 
(886
)
 
2003
 
02/23/15
 
8 to 30 Years
Krispy Kreme
Bentonville, AR
 
(a)
 
635

 
900

 

 

 
635

 
900

 
1,535

 
(438
)
 
2004
 
07/07/05
 
15 to 30 Years
Krispy Kreme
Little Rock, AR
 
(a)
 
917

 
847

 

 

 
917

 
847

 
1,764

 
(430
)
 
2004
 
07/07/05
 
15 to 30 Years
Krispy Kreme
Lubbock, TX
 
(a)
 
687

 
856

 

 

 
687

 
856

 
1,543

 
(432
)
 
2003
 
07/07/05
 
15 to 30 Years
Krispy Kreme
Lone Tree, CO
 
(a)
 
1,717

 
1,117

 

 

 
1,717

 
1,117

 
2,834

 
(658
)
 
2000
 
12/23/08
 
13 to 38 Years
Kroger
LaGrange, GA
 
(c)
 
972

 
8,435

 

 

 
972

 
8,435

 
9,407

 
(1,739
)
 
1998
 
07/17/13
 
4 to 25 Years
LA Fitness
Brooklyn Park, MN
 
(d)
 
3,176

 
7,771

 

 

 
3,176

 
7,771

 
10,947

 
(1,404
)
 
2008
 
07/17/13
 
10 to 35 Years
LA Fitness
Matteson, IL
 
(d)
 
4,587

 
6,328

 

 

 
4,587

 
6,328

 
10,915

 
(1,159
)
 
2007
 
07/17/13
 
10 to 34 Years
LA Fitness
Greenwood, IN
 
(c)
 
1,973

 
9,764

 

 

 
1,973

 
9,764

 
11,737

 
(1,301
)
 
2007
 
07/17/13
 
10 to 42 Years
LA Fitness
League City, TX
 
(c)
 
2,514

 
6,767

 

 

 
2,514

 
6,767

 
9,281

 
(998
)
 
2008
 
07/17/13
 
10 to 42 Years
LA Fitness
Naperville, IL
 
(c)
 
5,015

 
6,946

 

 

 
5,015

 
6,946

 
11,961

 
(1,147
)
 
2007
 
07/17/13
 
9 to 38 Years
LA Fitness
Clinton Township, MI
 
(a)
 
5,430

 
7,254

 
(2,800
)
 
(1,157
)
 
2,630

 
6,097

 
8,727

 
(1,003
)
 
1999
 
01/09/07
 
15 to 30 Years
LA Fitness
West Chester, OH
 
(c)
 
606

 
9,832

 

 

 
606

 
9,832

 
10,438

 
(1,152
)
 
2009
 
07/17/13
 
7 to 43 Years
Ladybird Academy
Lake Mary, FL
 
(d)
 
1,209

 
1,733

 

 
851

 
1,209

 
2,584

 
3,793

 
(270
)
 
2005
 
09/19/14
 
15 to 40 Years
Ladybird Academy
Sanford, FL
 
(d)
 
1,028

 
1,310

 

 

 
1,028

 
1,310

 
2,338

 
(203
)
 
2003
 
09/19/14
 
15 to 40 Years
Ladybird Academy
Orlando, FL
 
(d)
 
1,925

 
2,529

 

 

 
1,925

 
2,529

 
4,454

 
(319
)
 
2007
 
09/19/14
 
15 to 40 Years
Ladybird Academy
Windermere, FL
 
(d)
 
2,912

 
2,670

 

 

 
2,912

 
2,670

 
5,582

 
(363
)
 
2011
 
09/19/14
 
15 to 40 Years
Ladybird Academy
Winter Springs, FL
 
(d)
 
534

 
746

 

 

 
534

 
746

 
1,280

 
(135
)
 
1987
 
09/19/14
 
15 to 30 Years
Ladybird Academy
McKinney, TX
 
(d)
 
1,056

 
6,696

 

 
31

 
1,056

 
6,727

 
7,783

 
(305
)
 
2015
 
01/29/16
 
17 to 50 Years
La-Z-Boy
Glendale, AZ
 
(d)
 
1,395

 
4,242

 

 

 
1,395

 
4,242

 
5,637

 
(658
)
 
2001
 
07/17/13
 
2 to 45 Years
La-Z-Boy
Newington, CT
 
(c)
 
1,778

 
4,496

 

 

 
1,778

 
4,496

 
6,274

 
(596
)
 
2006
 
07/17/13
 
8 to 45 Years
La-Z-Boy
Kentwood, MI
 
(d)
 
1,145

 
4,085

 

 

 
1,145

 
4,085

 
5,230

 
(585
)
 
1987
 
07/17/13
 
4 to 38 Years
Lee's Famous Recipe Chicken
Xenia, OH
 
(d)
 
384

 
288

 

 

 
384

 
288

 
672

 
(46
)
 
1985
 
08/21/15
 
15 to 20 Years
Lee's Famous Recipe Chicken
Dayton, OH
 
(d)
 
467

 
237

 

 

 
467

 
237

 
704

 
(37
)
 
1984
 
08/21/15
 
15 to 20 Years
Lee's Famous Recipe Chicken
Miamisburg, OH
 
(d)
 
139

 
262

 

 

 
139

 
262

 
401

 
(38
)
 
1970
 
08/21/15
 
15 to 20 Years

186

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Lee's Famous Recipe Chicken
Englewood, OH
 
(d)
 
235

 
345

 

 

 
235

 
345

 
580

 
(38
)
 
1988
 
08/21/15
 
15 to 30 Years
Lee's Famous Recipe Chicken
Trotwood, OH
 
(d)
 
281

 
220

 

 

 
281

 
220

 
501

 
(39
)
 
1971
 
08/21/15
 
15 to 20 Years
Lerner and Rowe
Las Vegas, NV
 
(a)
 
430

 
3,589

 

 

 
430

 
3,589

 
4,019

 
(347
)
 
2002
 
09/30/13
 
15 to 50 Years
Lerner and Rowe
Phoenix, AZ
 
(a)
 
352

 
2,435

 

 

 
352

 
2,435

 
2,787

 
(224
)
 
1973
 
09/30/13
 
15 to 50 Years
Lerner and Rowe
Mesa, AZ
 
(a)
 
372

 
1,398

 

 

 
372

 
1,398

 
1,770

 
(144
)
 
2003
 
09/30/13
 
15 to 50 Years
Lerner and Rowe
Bullhead City, AZ
 
(a)
 
147

 
489

 

 

 
147

 
489

 
636

 
(64
)
 
1970
 
09/30/13
 
15 to 50 Years
Lerner and Rowe
Chicago, IL
 
(a)
 
186

 
1,780

 

 

 
186

 
1,780

 
1,966

 
(151
)
 
2007
 
09/30/13
 
50 to 50 Years
Liberty Oilfield Services, LLC
Gillette, WY
 
(d)
 
1,520

 
4,561

 

 

 
1,520

 
4,561

 
6,081

 
(552
)
 
2001
 
12/30/14
 
15 to 40 Years
Liberty Oilfield Services, LLC
Henderson, CO
 
(d)
 
3,240

 
5,720

 

 

 
3,240

 
5,720

 
8,960

 
(637
)
 
1977
 
12/30/14
 
15 to 50 Years
Logan's Roadhouse
Johnson City, TN
 
(d)
 
1,331

 
2,304

 

 

 
1,331

 
2,304

 
3,635

 
(492
)
 
1996
 
07/17/13
 
12 to 30 Years
Logan's Roadhouse
Trussville, AL
 
(c)
 
1,222

 
1,770

 
(1,029
)
 
(1,499
)
 
193

 
271

 
464

 
(15
)
 
2007
 
07/17/13
 
9 to 34 Years
Long John Silver's
Crossville, TN
 
(a)
 
353

 
382

 

 

 
353

 
382

 
735

 
(129
)
 
1977
 
09/01/05
 
15 to 40 Years
Long John Silver's
Morristown, TN
 
(a)
 
588

 
781

 

 

 
588

 
781

 
1,369

 
(336
)
 
1987
 
09/01/05
 
15 to 30 Years
Long John Silver's
Oak Ridge, TN
 
(a)
 
669

 
548

 

 

 
669

 
548

 
1,217

 
(228
)
 
1976
 
09/01/05
 
15 to 30 Years
Long John Silver's
Harriman, TN
 
(a)
 
387

 
502

 

 

 
387

 
502

 
889

 
(291
)
 
1976
 
09/01/05
 
15 to 20 Years
Long John Silver's
Knoxville, TN
 
(a)
 
332

 
185

 

 

 
332

 
185

 
517

 
(132
)
 
1977
 
09/01/05
 
15 to 20 Years
Long John Silver's
Greenville, TN
 
(a)
 
289

 
311

 

 

 
289

 
311

 
600

 
(341
)
 
1972
 
09/01/05
 
10 to 15 Years
Long John Silver's / A&W
Houston, TX
 
(b)
 
1,329

 

 

 

 
1,329

 

 
1,329

 

 
(f)
 
07/17/13
 
(f)
Lowe's
Midland, TX
 
(d)
 
5,826

 
6,633

 

 
366

 
5,826

 
6,999

 
12,825

 
(1,546
)
 
1996
 
07/17/13
 
2 to 35 Years
Lowe's
Lubbock, TX
 
(d)
 
2,644

 
10,009

 

 
480

 
2,644

 
10,489

 
13,133

 
(2,011
)
 
1996
 
07/17/13
 
0 to 36 Years
Lowe's
Cincinnati, OH
 
(d)
 
6,086

 
10,984

 

 

 
6,086

 
10,984

 
17,070

 
(2,676
)
 
1998
 
07/17/13
 
4 to 28 Years
Lowe's
Chester, NY
 
(d)
 
6,432

 

 

 

 
6,432

 

 
6,432

 

 
(f)
 
07/17/13
 
(f)
Lowe's
Tilton, NH
 
(d)
 
13,185

 

 

 

 
13,185

 

 
13,185

 

 
(f)
 
07/17/13
 
(f)
MAACO
Phoenix, AZ
 
(d)
 
834

 
1,206

 

 
87

 
834

 
1,293

 
2,127

 
(47
)
 
1989
 
03/31/17
 
10 to 30 Years
MAACO
Kingman, AZ
 
(d)
 
265

 
588

 

 

 
265

 
588

 
853

 
(26
)
 
1977
 
03/31/17
 
10 to 30 Years
MAACO
Houston, TX
 
(d)
 
1,334

 
579

 

 

 
1,334

 
579

 
1,913

 
(21
)
 
1950
 
03/31/17
 
10 to 30 Years
MAACO
Tuscon, AZ
 
(d)
 
333

 
1,030

 

 

 
333

 
1,030

 
1,363

 
(37
)
 
1999
 
03/31/17
 
10 to 30 Years
MAACO
Dallas, TX
 
(d)
 
265

 
814

 

 

 
265

 
814

 
1,079

 
(29
)
 
1987
 
03/31/17
 
10 to 30 Years
Main Event
Fort Worth, TX
 
(d)
 
2,468

 
5,418

 

 

 
2,468

 
5,418

 
7,886

 
(1,904
)
 
2003
 
09/30/05
 
15 to 40 Years

187

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Main Event
Conroe, TX
 
(d)
 
2,886

 
5,763

 

 

 
2,886

 
5,763

 
8,649

 
(2,010
)
 
2004
 
09/30/05
 
15 to 40 Years
Main Event
Austin, TX
 
(d)
 
4,425

 
8,142

 

 

 
4,425

 
8,142

 
12,567

 
(3,014
)
 
2005
 
09/30/05
 
15 to 40 Years
Main Event
Lewisville, TX
 
(d)
 
2,130

 
4,630

 

 

 
2,130

 
4,630

 
6,760

 
(1,650
)
 
1998
 
09/30/05
 
15 to 40 Years
Main Event
Grapevine, TX
 
(d)
 
2,554

 
5,377

 

 

 
2,554

 
5,377

 
7,931

 
(1,908
)
 
2000
 
09/30/05
 
15 to 40 Years
Main Event
Plano, TX
 
(d)
 
3,225

 
6,302

 

 

 
3,225

 
6,302

 
9,527

 
(2,178
)
 
2001
 
09/30/05
 
15 to 40 Years
Main Event
Pittsburgh, PA
 
(d)
 
3,099

 
5,285

 

 
1,586

 
3,099

 
6,871

 
9,970

 
(110
)
 
2003
 
07/07/17
 
10 to 40 Years
Malibu Boats
Merced, CA
 
(d)
 
3,456

 
9,007

 

 

 
3,456

 
9,007

 
12,463

 
(3,390
)
 
1998
 
03/31/08
 
15 to 30 Years
Malibu Boats
Loudon, TN
 
(d)
 
1,188

 
4,904

 

 

 
1,188

 
4,904

 
6,092

 
(2,153
)
 
1992
 
03/31/08
 
15 to 30 Years
Marcus Theaters
Arnold, MO
 
(a)
 
3,275

 
3,014

 

 

 
3,275

 
3,014

 
6,289

 
(1,222
)
 
1999
 
07/17/13
 
5 to 21 Years
Markle Medical Center
Warren, IN
 
(d)
 
220

 
278

 

 

 
220

 
278

 
498

 
(79
)
 
2007
 
08/18/14
 
4 to 20 Years
Martin's
Kennesaw, GA
 
(a)
 
907

 
499

 

 

 
907

 
499

 
1,406

 
(267
)
 
2001
 
02/28/06
 
15 to 40 Years
Martin's
Douglasville, GA
 
(a)
 
712

 
669

 

 

 
712

 
669

 
1,381

 
(275
)
 
2003
 
02/28/06
 
15 to 40 Years
Martin's
Mableton, GA
 
(a)
 
454

 
826

 

 

 
454

 
826

 
1,280

 
(341
)
 
1987
 
02/28/06
 
15 to 30 Years
Martin's
Cartersville, GA
 
(a)
 
581

 
730

 

 

 
581

 
730

 
1,311

 
(380
)
 
1997
 
02/28/06
 
15 to 30 Years
Martin's
Villa Rica, GA
 
(a)
 
807

 
629

 

 

 
807

 
629

 
1,436

 
(351
)
 
1999
 
02/28/06
 
15 to 30 Years
Martin's
Carrollton, GA
 
(a)
 
508

 
603

 

 

 
508

 
603

 
1,111

 
(258
)
 
2000
 
02/28/06
 
15 to 40 Years
Martin's
Cartersville, GA
 
(a)
 
439

 
451

 

 

 
439

 
451

 
890

 
(279
)
 
1990
 
02/28/06
 
15 to 30 Years
Martin's
Floyd, GA
 
(a)
 
973

 
415

 

 

 
973

 
415

 
1,388

 
(198
)
 
1993
 
02/28/06
 
15 to 30 Years
Martin's
Morrow, GA
 
(a)
 
652

 
450

 

 

 
652

 
450

 
1,102

 
(235
)
 
1995
 
02/28/06
 
15 to 30 Years
Martin's
Hiram, GA
 
(a)
 
1,006

 
1,142

 

 

 
1,006

 
1,142

 
2,148

 
(586
)
 
1987
 
02/28/06
 
15 to 30 Years
Martin's
Marietta, GA
 
(a)
 
797

 
428

 

 

 
797

 
428

 
1,225

 
(273
)
 
1990
 
02/28/06
 
15 to 30 Years
Martin's
Douglasville, GA
 
(a)
 
764

 
941

 

 

 
764

 
941

 
1,705

 
(428
)
 
1990
 
02/28/06
 
15 to 30 Years
Martin's
Austell, GA
 
(a)
 
838

 
216

 

 

 
838

 
216

 
1,054

 
(241
)
 
1962
 
02/28/06
 
15 to 20 Years
Martin's
Mableton, GA
 
(a)
 
634

 
578

 

 

 
634

 
578

 
1,212

 
(264
)
 
1981
 
02/28/06
 
15 to 30 Years
Martin's
Norcross, GA
 
(a)
 
678

 
402

 

 

 
678

 
402

 
1,080

 
(266
)
 
1982
 
02/28/06
 
15 to 20 Years
Martin's
Douglasville, GA
 
(a)
 
127

 

 

 
210

 
127

 
210

 
337

 

 
(f)
 
11/14/14
 
(f)
Mattress Firm
Columbia, SC
 
(d)
 
596

 
872

 

 
216

 
596

 
1,088

 
1,684

 
(201
)
 
1998
 
07/17/13
 
9 to 45 Years
Max & Erma's
Mars, PA
 
(a)
 
946

 
2,221

 

 

 
946

 
2,221

 
3,167

 
(1,005
)
 
1990
 
06/25/04
 
15 to 30 Years
Max & Erma's
Pittsburgh, PA
 
(a)
 
1,289

 
1,871

 

 

 
1,289

 
1,871

 
3,160

 
(831
)
 
1992
 
06/25/04
 
15 to 30 Years
Max & Erma's
Hilliard, OH
 
(a)
 
1,149

 
1,291

 

 

 
1,149

 
1,291

 
2,440

 
(668
)
 
1997
 
09/24/04
 
15 to 30 Years

188

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Mealey's Furniture
Bensalem, PA
 
(a)
 
1,653

 
3,085

 

 

 
1,653

 
3,085

 
4,738

 
(1,371
)
 
1987
 
01/03/07
 
15 to 30 Years
Mealey's Furniture
Fairless Hills, PA
 
(a)
 
3,655

 
5,271

 

 

 
3,655

 
5,271

 
8,926

 
(2,475
)
 
1994
 
01/03/07
 
15 to 30 Years
Mealey's Furniture
Morrisville, PA
 
(a)
 
1,345

 
8,288

 

 

 
1,345

 
8,288

 
9,633

 
(3,049
)
 
2004
 
01/03/07
 
15 to 40 Years
Meineke Car Care Center
Lawrenceville, GA
 
(a)
 
722

 
976

 

 

 
722

 
976

 
1,698

 
(130
)
 
2000
 
03/28/14
 
15 to 40 Years
Meineke Car Care Center
Kennesaw, GA
 
(a)
 
874

 
1,270

 

 

 
874

 
1,270

 
2,144

 
(165
)
 
1999
 
03/28/14
 
15 to 40 Years
Meineke Car Care Center
Woodstock, GA
 
(a)
 
1,108

 
1,281

 

 

 
1,108

 
1,281

 
2,389

 
(178
)
 
1999
 
03/28/14
 
15 to 40 Years
Meineke Car Care Center
Acworth, GA
 
(a)
 
823

 
976

 

 

 
823

 
976

 
1,799

 
(127
)
 
1999
 
03/28/14
 
15 to 40 Years
Memphis Contract Packaging
Somerville, TN
 
(d)
 
345

 
537

 

 

 
345

 
537

 
882

 
(328
)
 
2000
 
05/31/06
 
15 to 30 Years
Metaldyne BSM
Fremont, IN
 
(a)
 
427

 
2,176

 

 

 
427

 
2,176

 
2,603

 
(912
)
 
1960
 
02/21/07
 
14 to 30 Years
Mills Fleet Farm
Waite Park, MN
 
(a)
 
4,919

 
25,384

 

 
54

 
4,919

 
25,438

 
30,357

 
(1,878
)
 
1979
 
06/09/16
 
4 to 40 Years
Milo's
Calera, AL
 
(b)
 
560

 
912

 

 
82

 
560

 
994

 
1,554

 
(229
)
 
2008
 
03/29/13
 
8 to 29 Years
Milo's
Pelham, AL
 
(b)
 
605

 
923

 

 
55

 
605

 
978

 
1,583

 
(212
)
 
1998
 
03/29/13
 
8 to 29 Years
Milo's
Moody, AL
 
(b)
 
518

 
800

 

 
55

 
518

 
855

 
1,373

 
(191
)
 
1997
 
03/29/13
 
8 to 29 Years
Milo's
Gardendale, AL
 
(b)
 
438

 
841

 

 
55

 
438

 
896

 
1,334

 
(191
)
 
1996
 
03/29/13
 
8 to 29 Years
Milo's
Bessemer, AL
 
(b)
 
622

 
983

 

 
62

 
622

 
1,045

 
1,667

 
(224
)
 
2002
 
03/29/13
 
8 to 29 Years
Milo's
Birmingham, AL
 
(b)
 
321

 
740

 

 
48

 
321

 
788

 
1,109

 
(167
)
 
1977
 
03/29/13
 
8 to 29 Years
Milo's
Birmingham, AL
 
(b)
 
512

 
983

 

 
63

 
512

 
1,046

 
1,558

 
(225
)
 
2002
 
03/29/13
 
8 to 29 Years
Milo's
Trussville, AL
 
(b)
 
909

 
892

 

 
55

 
909

 
947

 
1,856

 
(233
)
 
2000
 
03/29/13
 
8 to 29 Years
Milo's
Homewood, AL
 
(a)
 
583

 
839

 

 

 
583

 
839

 
1,422

 
(157
)
 
2002
 
12/05/13
 
15 to 30 Years
Missoula Fresh Market
Missoula, MT
 
(d)
 
2,510

 
4,714

 

 

 
2,510

 
4,714

 
7,224

 
(534
)
 
1999
 
03/11/15
 
15 to 30 Years
Missoula Fresh Market
Missoula, MT
 
(d)
 
3,008

 
5,168

 

 

 
3,008

 
5,168

 
8,176

 
(565
)
 
2008
 
03/12/15
 
15 to 30 Years
Mister Car Wash
Meridian, ID
 
(b)
 
1,923

 
2,170

 
536

 
20

 
2,459

 
2,190

 
4,649

 
(656
)
 
2006
 
05/15/13
 
15 to 30 Years
Mister Car Wash
Boise, ID
 
(b)
 
2,155

 
2,488

 

 

 
2,155

 
2,488

 
4,643

 
(702
)
 
2004
 
05/15/13
 
15 to 30 Years
Mister Car Wash
Boise, ID
 
(b)
 
217

 

 

 

 
217

 

 
217

 
(9
)
 
(f)
 
05/15/13
 
(f)
Mister Car Wash
Nampa, ID
 
(b)
 
3,240

 
2,343

 

 

 
3,240

 
2,343

 
5,583

 
(761
)
 
2010
 
05/15/13
 
15 to 30 Years
Mister Car Wash
Albuquerque, NM
 
(a)
 
2,472

 
2,117

 

 

 
2,472

 
2,117

 
4,589

 
(474
)
 
2005
 
05/13/14
 
15 to 30 Years
Mister Car Wash
Albuquerque, NM
 
(a)
 
2,657

 
3,225

 

 

 
2,657

 
3,225

 
5,882

 
(738
)
 
1960
 
05/13/14
 
15 to 30 Years

189

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Mister Car Wash
Albuquerque, NM
 
(a)
 
1,151

 
1,677

 

 

 
1,151

 
1,677

 
2,828

 
(326
)
 
1976
 
05/13/14
 
15 to 30 Years
Mister Car Wash
Albuquerque, NM
 
(a)
 
1,563

 
2,700

 

 

 
1,563

 
2,700

 
4,263

 
(431
)
 
1994
 
05/13/14
 
15 to 30 Years
Mister Car Wash
Albuquerque, NM
 
(a)
 
2,586

 
2,742

 

 

 
2,586

 
2,742

 
5,328

 
(516
)
 
2002
 
05/13/14
 
15 to 30 Years
Mister Car Wash
Millersville, MD
 
(d)
 
2,250

 
1,636

 

 

 
2,250

 
1,636

 
3,886

 
(221
)
 
2007
 
01/21/15
 
15 to 30 Years
Mister Car Wash
Edgewater, MD
 
(d)
 
4,720

 
1,460

 

 

 
4,720

 
1,460

 
6,180

 
(247
)
 
2005
 
01/21/15
 
15 to 30 Years
Mister Car Wash
Abilene, TX
 
(d)
 
2,733

 
3,080

 

 

 
2,733

 
3,080

 
5,813

 
(386
)
 
1993
 
04/07/15
 
15 to 30 Years
Mister Car Wash
Madison, WI
 
(d)
 
564

 
1,623

 

 

 
564

 
1,623

 
2,187

 
(153
)
 
1956
 
06/30/15
 
15 to 30 Years
Mister Car Wash
Madison, WI
 
(d)
 
611

 
1,775

 

 

 
611

 
1,775

 
2,386

 
(199
)
 
1958
 
06/30/15
 
15 to 30 Years
Mister Car Wash
Madison, WI
 
(d)
 
905

 
2,728

 

 

 
905

 
2,728

 
3,633

 
(278
)
 
1961
 
06/30/15
 
15 to 30 Years
Mister Car Wash
Rockford, IL
 
(d)
 
705

 
2,669

 

 

 
705

 
2,669

 
3,374

 
(252
)
 
1959
 
06/30/15
 
15 to 30 Years
Mister Car Wash
Round Rock, TX
 
(d)
 
1,167

 
1,549

 

 

 
1,167

 
1,549

 
2,716

 
(196
)
 
2009
 
05/07/15
 
15 to 30 Years
Mister Car Wash
Orlando, FL
 
(d)
 
2,709

 
2,728

 

 
45

 
2,709

 
2,773

 
5,482

 
(255
)
 
2001
 
02/09/16
 
13 to 30 Years
Mister Car Wash
Orlando, FL
 
(d)
 
1,629

 
1,895

 

 

 
1,629

 
1,895

 
3,524

 
(188
)
 
2005
 
02/09/16
 
13 to 30 Years
Mister Car Wash
Casselberry, FL
 
(d)
 
1,042

 
2,406

 

 

 
1,042

 
2,406

 
3,448

 
(196
)
 
1988
 
02/09/16
 
13 to 30 Years
Mister Car Wash
Ocoee, FL
 
(d)
 
2,128

 
1,775

 

 
18

 
2,128

 
1,793

 
3,921

 
(149
)
 
2009
 
05/03/16
 
17 to 30 Years
Mister Car Wash
Houston, TX
 
(a)
 
1,703

 
1,221

 

 

 
1,703

 
1,221

 
2,924

 
(303
)
 
1996
 
06/18/14
 
15 to 30 Years
Mister Car Wash
Saint Paul, MN
 
(d)
 
5,274

 
136

 

 
67

 
5,274

 
203

 
5,477

 
(423
)
 
1966
 
12/13/16
 
12 to 30 Years
Monterey's Tex Mex
Alvin, TX
 
(a)
 
256

 
585

 

 

 
256

 
585

 
841

 
(628
)
 
1997
 
12/30/04
 
10 to 15 Years
Monterey's Tex Mex
Houston, TX
 
(a)
 
585

 
561

 

 

 
585

 
561

 
1,146

 
(628
)
 
1979
 
12/30/04
 
10 to 15 Years
Monterey's Tex Mex
Bryan, TX
 
(a)
 
739

 
700

 

 

 
739

 
700

 
1,439

 
(485
)
 
1988
 
12/30/04
 
15 to 20 Years
Mountainside Fitness
Chandler, AZ
 
(a)
 
1,028

 
5,318

 

 

 
1,028

 
5,318

 
6,346

 
(726
)
 
2002
 
07/17/13
 
8 to 40 Years
Multi-Tenant
Lakewood, OH
 
(d)
 
522

 
2,053

 

 

 
522

 
2,053

 
2,575

 
(319
)
 
1996
 
07/17/13
 
3 to 35 Years
Multi-Tenant
Topeka, KS
 
(d)
 
542

 
2,251

 

 

 
542

 
2,251

 
2,793

 
(275
)
 
2006
 
07/17/13
 
3 to 48 Years
Multi-Tenant
Victoria, TX
 
(d)
 
2,631

 
7,710

 

 
20

 
2,631

 
7,730

 
10,361

 
(1,498
)
 
2006
 
07/17/13
 
3 to 43 Years
Multi-Tenant
Collierville, TN
 
(d)
 
2,217

 
14,205

 

 
8

 
2,217

 
14,213

 
16,430

 
(2,160
)
 
2002
 
07/17/13
 
3 to 45 Years
Multi-Tenant
Pocatello, ID
 
(c)
 
3,682

 
10,658

 

 

 
3,682

 
10,658

 
14,340

 
(2,145
)
 
2006
 
07/17/13
 
5 to 38 Years
Multi-Tenant
Maple Shade, NJ
 
(d)
 
1,942

 
3,792

 

 

 
1,942

 
3,792

 
5,734

 
(1,171
)
 
1998
 
07/17/13
 
5 to 25 Years
Multi-Tenant
Broadview, IL
 
(d)
 
12,392

 
32,193

 

 
644

 
12,392

 
32,837

 
45,229

 
(7,125
)
 
1994
 
07/17/13
 
2 to 30 Years
Multi-Tenant
Bedford Park, IL
 
(c)
 
10,242

 
11,839

 

 

 
10,242

 
11,839

 
22,081

 
(3,560
)
 
1993
 
07/17/13
 
7 to 20 Years
Multi-Tenant
Whiteville, NC
 
(d)
 
1,119

 
1,676

 

 

 
1,119

 
1,676

 
2,795

 
(722
)
 
1988
 
07/17/13
 
7 to 30 Years
Multi-Tenant
Kennesaw, GA
 
(d)
 
3,560

 
23,583

 

 

 
3,560

 
23,583

 
27,143

 
(2,956
)
 
1996
 
07/17/13
 
8 to 45 Years

190

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Multi-Tenant
Alcoa, TN
 
(d)
 
918

 
3,170

 

 

 
918

 
3,170

 
4,088

 
(452
)
 
1999
 
07/17/13
 
8 to 40 Years
Multi-Tenant
Bridgeton, MO
 
(d)
 
11,464

 
9,907

 

 

 
11,464

 
9,907

 
21,371

 
(3,299
)
 
1991
 
07/17/13
 
7 to 25 Years
Multi-Tenant
Staunton, VA
 
(d)
 
578

 
2,063

 

 
358

 
578

 
2,421

 
2,999

 
(724
)
 
1988
 
07/17/13
 
5 to 20 Years
Multi-Tenant
Independence, MO
 
(c)
 
2,157

 
2,597

 

 

 
2,157

 
2,597

 
4,754

 
(819
)
 
1999
 
07/17/13
 
7 to 21 Years
Multi-Tenant
Douglasville, GA
 
(d)
 
2,612

 
4,840

 

 
87

 
2,612

 
4,927

 
7,539

 
(1,348
)
 
2006
 
07/17/13
 
4 to 39 Years
Multi-Tenant
Bald Knob, AR
 
(a)
 
328

 
327

 

 

 
328

 
327

 
655

 
(138
)
 
1971
 
03/31/14
 
1 to 15 Years
Multi-Tenant
Oxford, MS
 
(a)
 
1,416

 
4,451

 

 

 
1,416

 
4,451

 
5,867

 
(499
)
 
2001
 
05/15/14
 
15 to 40 Years
Multi-Tenant
Collierville, TN
 
(d)
 
1,114

 
6,726

 

 

 
1,114

 
6,726

 
7,840

 
(1,302
)
 
2002
 
07/17/13
 
9 to 49 Years
Multi-Tenant
Fountain Valley, CA
 
(d)
 
9,470

 
13,326

 

 

 
9,470

 
13,326

 
22,796

 
(1,745
)
 
1968
 
12/30/14
 
11 to 30 Years
Multi-Tenant
Louisville, KY
 
(d)
 
2,205

 
3,551

 

 

 
2,205

 
3,551

 
5,756

 
(518
)
 
1995
 
11/02/15
 
9 to 20 Years
Multi-Tenant
Salt Lake City, UT
 
(d)
 
4,955

 
18,250

 
(3,205
)
 
(11,979
)
 
1,750

 
6,271

 
8,021

 
(1,925
)
 
1989
 
07/17/13
 
3 to 40 Years
Multi-Tenant
Bay City, TX
 
(d)
 
1,192

 
3,249

 

 
(9
)
 
1,192

 
3,240

 
4,432

 
(1,118
)
 
1990
 
07/17/13
 
7 to 20 Years
Multi-Tenant
Bethany, MO
 
(d)
 
648

 
379

 

 

 
648

 
379

 
1,027

 
(353
)
 
1974
 
05/31/06
 
15 to 20 Years
Multi-Tenant
Columbia, SC
 
(d)
 
2,095

 
16,191

 
(627
)
 
(1,136
)
 
1,468

 
15,055

 
16,523

 
(7,239
)
 
1988
 
09/09/05
 
5 to 29 Years
NAPA
North Little Rock, AR
 
(a)
 
244

 
311

 

 

 
244

 
311

 
555

 
(56
)
 
2001
 
03/31/14
 
2 to 30 Years
National Paintball Supply
Sewell, NJ
 
(a)
 
858

 
8,418

 
(431
)
 
(3,915
)
 
427

 
4,503

 
4,930

 
(79
)
 
2000
 
11/17/06
 
5 to 40 Years
Neighbor's Emergency Center
El Paso, TX
 
(d)
 
891

 
3,555

 
(716
)
 
(2,867
)
 
175

 
688

 
863

 

 
2015
 
06/20/16
 
11 to 50 Years
Neighbor's Emergency Center
Midland, TX
 
(d)
 
3,074

 
2,033

 

 

 
3,074

 
2,033

 
5,107

 
(119
)
 
2015
 
06/20/16
 
11 to 50 Years
Neighbor's Emergency Center
Orange, TX
 
(d)
 
389

 
2,090

 

 

 
389

 
2,090

 
2,479

 
(105
)
 
2015
 
06/20/16
 
10 to 50 Years
Neighbor's Emergency Center
Tyler, TX
 
(d)
 
1,527

 
2,374

 
(997
)
 
(1,569
)
 
530

 
805

 
1,335

 

 
2015
 
06/20/16
 
11 to 50 Years
NextCare Urgent Care
Round Rock, TX
 
(d)
 
271

 
728

 

 

 
271

 
728

 
999

 
(88
)
 
1985
 
08/18/14
 
8 to 40 Years
Norms
Huntington Park, CA
 
(a)
 
1,822

 
1,211

 

 

 
1,822

 
1,211

 
3,033

 
(179
)
 
1957
 
12/19/14
 
15 to 30 Years
Norms
Bellflower, CA
 
(a)
 
1,284

 
1,636

 

 

 
1,284

 
1,636

 
2,920

 
(209
)
 
1970
 
12/19/14
 
15 to 30 Years
Norms
Whittier, CA
 
(a)
 
1,439

 
1,874

 

 

 
1,439

 
1,874

 
3,313

 
(199
)
 
1991
 
12/19/14
 
15 to 40 Years
Norms
Torrance, CA
 
(a)
 
3,509

 
2,754

 

 

 
3,509

 
2,754

 
6,263

 
(308
)
 
1998
 
12/19/14
 
15 to 40 Years
Norms
Claremont, CA
 
(a)
 
2,764

 
2,919

 

 

 
2,764

 
2,919

 
5,683

 
(360
)
 
2011
 
12/19/14
 
15 to 40 Years
Norms
Santa Ana, CA
 
(a)
 
2,112

 
1,501

 

 

 
2,112

 
1,501

 
3,613

 
(206
)
 
1976
 
12/19/14
 
15 to 30 Years

191

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Norms
Downey, CA
 
(a)
 
2,329

 
2,526

 

 

 
2,329

 
2,526

 
4,855

 
(278
)
 
1993
 
12/19/14
 
15 to 40 Years
Norms
Riverside, CA
 
(a)
 
1,988

 
1,211

 

 

 
1,988

 
1,211

 
3,199

 
(204
)
 
2002
 
12/19/14
 
15 to 30 Years
Norms
Pico Rivera, CA
 
(a)
 
2,785

 
3,126

 

 

 
2,785

 
3,126

 
5,911

 
(346
)
 
2014
 
12/19/14
 
15 to 40 Years
Norms
Bellflower, CA
 
(a)
 
1,273

 
1,501

 

 

 
1,273

 
1,501

 
2,774

 
(138
)
 
1981
 
12/19/14
 
15 to 50 Years
Northern Tool & Equipment
Blaine, MN
 
(d)
 
1,728

 
3,437

 

 

 
1,728

 
3,437

 
5,165

 
(525
)
 
2006
 
07/17/13
 
8 to 43 Years
Office Depot
Dayton, OH
 
(d)
 
710

 
2,417

 

 

 
710

 
2,417

 
3,127

 
(331
)
 
2005
 
07/17/13
 
8 to 47 Years
Office Depot
Greenville, MS
 
(d)
 
583

 
2,315

 

 

 
583

 
2,315

 
2,898

 
(371
)
 
2000
 
07/17/13
 
1 to 35 Years
Office Depot
Oxford, MS
 
(d)
 
1,625

 
1,024

 

 

 
1,625

 
1,024

 
2,649

 
(245
)
 
2006
 
07/17/13
 
9 to 33 Years
Office Depot
Enterprise, AL
 
(d)
 
675

 
2,239

 

 

 
675

 
2,239

 
2,914

 
(333
)
 
2006
 
07/17/13
 
8 to 43 Years
Office Depot
Benton, AR
 
(d)
 
1,236

 
1,926

 

 

 
1,236

 
1,926

 
3,162

 
(335
)
 
2001
 
07/17/13
 
3 to 38 Years
Office Depot
Laurel, MS
 
(d)
 
401

 
2,164

 

 
300

 
401

 
2,464

 
2,865

 
(352
)
 
2002
 
07/17/13
 
3 to 35 Years
Office Depot
Morrisville, NC
 
(d)
 
408

 
2,732

 

 

 
408

 
2,732

 
3,140

 
(354
)
 
2008
 
07/17/13
 
11 to 47 Years
Office Depot
Balcones Heights, TX
 
(c)
 
1,888

 
2,117

 

 

 
1,888

 
2,117

 
4,005

 
(328
)
 
2009
 
07/17/13
 
11 to 46 Years
Office Max
Orangeburg, SC
 
(d)
 
621

 
2,208

 

 

 
621

 
2,208

 
2,829

 
(308
)
 
1999
 
07/17/13
 
0 to 45 Years
Ogden Clinic
Ogden, UT
 
(d)
 
597

 
2,331

 

 

 
597

 
2,331

 
2,928

 
(378
)
 
1985
 
08/18/14
 
7 to 30 Years
Ojos Locos Sports Cantina
San Antonio, TX
 
(a)
 
1,204

 
519

 

 

 
1,204

 
519

 
1,723

 
(65
)
 
1993
 
09/26/13
 
30 to 30 Years
Ojos Locos Sports Cantina
El Paso, TX
 
(d)
 
1,725

 
1,470

 

 

 
1,725

 
1,470

 
3,195

 
(189
)
 
2014
 
04/15/15
 
15 to 30 Years
Old Mexico Cantina
Gadsden, AL
 
(a)
 
626

 
1,439

 
(229
)
 
(506
)
 
397

 
933

 
1,330

 
(324
)
 
2007
 
12/21/07
 
10 to 50 Years
Old Time Pottery
Fairview Heights, IL
 
(d)
 
1,418

 
2,383

 

 
521

 
1,418

 
2,904

 
4,322

 
(1,456
)
 
1990
 
07/17/13
 
0 to 10 Years
Old Time Pottery
Foley, AL
 
(d)
 
1,240

 
2,983

 

 

 
1,240

 
2,983

 
4,223

 
(494
)
 
1994
 
05/08/15
 
9 to 20 Years
Old Time Pottery
Murfreesboro, TN
 
(d)
 
3,413

 
6,727

 

 

 
3,413

 
6,727

 
10,140

 
(1,080
)
 
1985
 
02/25/15
 
9 to 20 Years
Oregano's Pizza Bistro
Phoenix, AZ
 
(a)
 
787

 
663

 

 

 
787

 
663

 
1,450

 
(236
)
 
1964
 
10/28/11
 
14 to 29 Years
Oregano's Pizza Bistro
Mesa, AZ
 
(a)
 
675

 
911

 

 

 
675

 
911

 
1,586

 
(241
)
 
1978
 
10/28/11
 
14 to 39 Years
Oregano's Pizza Bistro
Gilbert, AZ
 
(a)
 
643

 
1,669

 

 

 
643

 
1,669

 
2,312

 
(363
)
 
2006
 
10/28/11
 
14 to 39 Years
O'Reilly Auto Parts
Dallas, TX
 
(d)
 
3,975

 

 

 

 
3,975

 

 
3,975

 

 
(f)
 
07/17/13
 
(f)
O'Reilly Auto Parts
Warren, AR
 
(a)
 
217

 
375

 

 

 
217

 
375

 
592

 
(76
)
 
2006
 
03/31/14
 
13 to 30 Years
O'Reilly Auto Parts
Pea Ridge, AR
 
(a)
 
217

 

 

 

 
217

 

 
217

 

 
(f)
 
03/31/14
 
(f)

192

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Orscheln Farm and Home
Mountain Home, AR
 
(a)
 
944

 
690

 

 

 
944

 
690

 
1,634

 
(309
)
 
1977
 
03/31/14
 
6 to 15 Years
Orscheln Farm and Home
Pocahontas, AR
 
(a)
 
361

 
471

 

 

 
361

 
471

 
832

 
(150
)
 
1986
 
03/31/14
 
7 to 20 Years
Pawn I
Spokane, WA
 
(d)
 
970

 
1,945

 

 

 
970

 
1,945

 
2,915

 
(142
)
 
1994
 
07/31/15
 
15 to 40 Years
Pawn I
Caldwell, ID
 
(d)
 
470

 
1,739

 

 

 
470

 
1,739

 
2,209

 
(108
)
 
2009
 
07/31/15
 
15 to 50 Years
Pep Boys
Clarksville, IN
 
(b)
 
1,055

 
1,758

 

 

 
1,055

 
1,758

 
2,813

 
(373
)
 
1993
 
07/17/13
 
8 to 30 Years
Pep Boys
El Centro, CA
 
(b)
 
1,295

 
1,504

 

 

 
1,295

 
1,504

 
2,799

 
(330
)
 
1998
 
07/17/13
 
9 to 33 Years
Pep Boys
Frederick, MD
 
(b)
 
1,571

 
2,529

 

 

 
1,571

 
2,529

 
4,100

 
(413
)
 
1987
 
07/17/13
 
9 to 40 Years
Pep Boys
Hampton, VA
 
(b)
 
1,662

 
2,974

 

 

 
1,662

 
2,974

 
4,636

 
(579
)
 
1993
 
07/17/13
 
9 to 35 Years
Pep Boys
Lakeland, FL
 
(b)
 
1,204

 
1,917

 

 

 
1,204

 
1,917

 
3,121

 
(333
)
 
1991
 
07/17/13
 
7 to 38 Years
Pep Boys
Orem, UT
 
(b)
 
1,224

 
2,132

 

 

 
1,224

 
2,132

 
3,356

 
(359
)
 
1990
 
07/17/13
 
9 to 40 Years
Pep Boys
Pasadena, TX
 
(b)
 
1,224

 
4,263

 

 

 
1,224

 
4,263

 
5,487

 
(631
)
 
1995
 
07/17/13
 
9 to 40 Years
Pep Boys
Tamarac, FL
 
(b)
 
1,407

 
2,660

 

 

 
1,407

 
2,660

 
4,067

 
(409
)
 
1997
 
07/17/13
 
7 to 39 Years
Pep Boys
West Warwick, RI
 
(b)
 
1,323

 
2,917

 

 

 
1,323

 
2,917

 
4,240

 
(477
)
 
1993
 
07/17/13
 
9 to 41 Years
Pep Boys
Albuquerque, NM
 
(b)
 
885

 
2,998

 

 

 
885

 
2,998

 
3,883

 
(453
)
 
1990
 
07/17/13
 
7 to 35 Years
Pep Boys
Arlington Heights, IL
 
(b)
 
1,530

 
5,354

 

 

 
1,530

 
5,354

 
6,884

 
(802
)
 
1995
 
07/17/13
 
9 to 36 Years
Pep Boys
Colorado Springs, CO
 
(b)
 
1,335

 
1,587

 

 

 
1,335

 
1,587

 
2,922

 
(476
)
 
1994
 
07/17/13
 
7 to 26 Years
Perkins Family Restaurant
Middleburg Heights, OH
 
(a)
 
1,456

 
793

 

 

 
1,456

 
793

 
2,249

 
(386
)
 
1987
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Ashtabula, OH
 
(a)
 
865

 
244

 

 

 
865

 
244

 
1,109

 
(177
)
 
1975
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Erie, PA
 
(a)
 
575

 
740

 

 

 
575

 
740

 
1,315

 
(350
)
 
1974
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Indiana, PA
 
(a)
 
331

 
323

 

 

 
331

 
323

 
654

 
(199
)
 
1982
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Canfield, OH
 
(a)
 
449

 
644

 
92

 

 
541

 
644

 
1,185

 
(321
)
 
1973
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Warren, PA
 
(a)
 
383

 
427

 

 

 
383

 
427

 
810

 
(260
)
 
1970
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Erie, PA
 
(a)
 
463

 
565

 

 

 
463

 
565

 
1,028

 
(287
)
 
1973
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Grove City, PA
 
(a)
 
531

 
495

 

 

 
531

 
495

 
1,026

 
(272
)
 
1976
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Clarion, PA
 
(a)
 
426

 
653

 

 

 
426

 
653

 
1,079

 
(337
)
 
1976
 
02/06/07
 
15 to 30 Years

193

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Perkins Family Restaurant
Meadville, PA
 
(a)
 
981

 
1,056

 

 

 
981

 
1,056

 
2,037

 
(481
)
 
1983
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Edinboro, PA
 
(a)
 
384

 
350

 

 

 
384

 
350

 
734

 
(224
)
 
1973
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Warren, OH
 
(a)
 
973

 
640

 

 

 
973

 
640

 
1,613

 
(324
)
 
1999
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Erie, PA
 
(a)
 
855

 
147

 

 

 
855

 
147

 
1,002

 
(153
)
 
1973
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Bradford, PA
 
(a)
 
368

 
255

 

 

 
368

 
255

 
623

 
(167
)
 
1977
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Olean, NY
 
(a)
 
355

 
663

 

 

 
355

 
663

 
1,018

 
(333
)
 
1977
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Corry, PA
 
(a)
 
411

 
279

 

 

 
411

 
279

 
690

 
(202
)
 
1977
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Austintown, OH
 
(a)
 
1,106

 
450

 

 

 
1,106

 
450

 
1,556

 
(254
)
 
1991
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Canton, OH
 
(a)
 
1,325

 
781

 

 

 
1,325

 
781

 
2,106

 
(378
)
 
1989
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Youngstown, OH
 
(a)
 
1,560

 
557

 

 

 
1,560

 
557

 
2,117

 
(296
)
 
1985
 
02/06/07
 
15 to 30 Years
Perkins Family Restaurant
Titusville, PA
 
(a)
 
247

 
438

 

 

 
247

 
438

 
685

 
(226
)
 
1976
 
04/29/11
 
11 to 26 Years
Perkins Family Restaurant
Brooklyn, OH
 
(d)
 
1,226

 
672

 
(152
)
 
(672
)
 
1,074

 

 
1,074

 

 
(f)
 
02/06/07
 
(f)
Perkins Family Restaurant
Hermitage, PA
 
(d)
 
604

 
717

 

 

 
604

 
717

 
1,321

 
(370
)
 
1978
 
02/06/07
 
10 to 25 Years
Perkins Family Restaurant
Ashland, OH
 
(b)
 
294

 
642

 

 

 
294

 
642

 
936

 
(186
)
 
1971
 
03/18/13
 
13 to 20 Years
PetSmart
McCarran, NV
 
(d)
 
8,333

 
37,763

 

 

 
8,333

 
37,763

 
46,096

 
(6,518
)
 
2008
 
07/17/13
 
8 to 40 Years
PetSmart
Chattanooga, TN
 
(c)
 
1,689

 
2,837

 

 

 
1,689

 
2,837

 
4,526

 
(444
)
 
1996
 
07/17/13
 
8 to 40 Years
PetSmart
Daytona Beach, FL
 
(c)
 
775

 
3,880

 

 

 
775

 
3,880

 
4,655

 
(518
)
 
1996
 
07/17/13
 
8 to 42 Years
PetSmart
Fredericksburg, VA
 
(c)
 
1,783

 
3,491

 

 

 
1,783

 
3,491

 
5,274

 
(512
)
 
1997
 
07/17/13
 
8 to 44 Years
Pier1 Imports
St. Louis, MO
 
(a)
 
785

 
1,023

 

 

 
785

 
1,023

 
1,808

 
(148
)
 
1996
 
08/30/13
 
15 to 40 Years
Pike Nursery
Alpharetta, GA
 
(a)
 
2,497

 
2,160

 

 

 
2,497

 
2,160

 
4,657

 
(1,255
)
 
1994
 
07/01/05
 
15 to 30 Years
Pike Nursery
Marietta, GA
 
(a)
 
4,675

 
854

 

 

 
4,675

 
854

 
5,529

 
(816
)
 
1996
 
07/01/05
 
15 to 30 Years
Pike Nursery
Atlanta, GA
 
(a)
 
4,863

 
815

 

 

 
4,863

 
815

 
5,678

 
(785
)
 
1970
 
07/01/05
 
15 to 20 Years
Pike Nursery
Alpharetta, GA
 
(a)
 
4,079

 
1,948

 

 

 
4,079

 
1,948

 
6,027

 
(1,583
)
 
1983
 
07/01/05
 
15 to 20 Years

194

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Pike Nursery
Marietta, GA
 
(a)
 
2,610

 
865

 

 

 
2,610

 
865

 
3,475

 
(785
)
 
1977
 
07/01/05
 
15 to 20 Years
Pine Creek Medical Center
Dallas, TX
 
(a)
 
1,633

 
21,835

 

 
2,019

 
1,633

 
23,854

 
25,487

 
(5,631
)
 
2005
 
08/29/05
 
15 to 50 Years
Pine Creek Medical Center
Dallas, TX
 
(a)
 
1,915

 
9,150

 

 

 
1,915

 
9,150

 
11,065

 
(1,807
)
 
2006
 
03/28/13
 
11 to 50 Years
Pioneer Hi-Bred
Maxton, NC
 
(d)
 
870

 
6,961

 

 
29

 
870

 
6,990

 
7,860

 
(230
)
 
2016
 
12/16/16
 
9 to 40 Years
Pizza Hut
Evansville, IN
 
(a)
 
270

 
231

 

 

 
270

 
231

 
501

 
(80
)
 
2000
 
06/25/04
 
30 to 30 Years
Pizza Hut
Owensboro, KY
 
(a)
 
250

 
502

 

 

 
250

 
502

 
752

 
(174
)
 
1991
 
06/25/04
 
30 to 30 Years
Pizza Hut
Madill, OK
 
(a)
 
352

 
648

 

 

 
352

 
648

 
1,000

 
(785
)
 
1972
 
06/25/04
 
10 to 15 Years
Pizza Hut
Geneva, AL
 
(a)
 
522

 
570

 

 

 
522

 
570

 
1,092

 
(664
)
 
1990
 
06/25/04
 
10 to 15 Years
Pizza Hut
Blakely, GA
 
(a)
 
288

 
744

 

 

 
288

 
744

 
1,032

 
(520
)
 
1987
 
06/25/04
 
15 to 20 Years
Pizza Hut
Mayfield, KY
 
(a)
 
307

 
596

 

 

 
307

 
596

 
903

 
(372
)
 
1997
 
06/25/04
 
15 to 30 Years
Pizza Hut
Salem, IL
 
(a)
 
271

 
218

 

 

 
271

 
218

 
489

 
(125
)
 
2000
 
07/28/04
 
15 to 30 Years
Pizza Hut
Burlington, IA
 
(a)
 
304

 
588

 

 

 
304

 
588

 
892

 
(314
)
 
1996
 
09/23/05
 
15 to 30 Years
Pizza Hut
Dubuque, IA
 
(a)
 
479

 
298

 

 

 
479

 
298

 
777

 
(393
)
 
1970
 
09/23/05
 
10 to 15 Years
Pizza Hut
Tipton, IA
 
(a)
 
240

 
408

 

 

 
240

 
408

 
648

 
(520
)
 
1991
 
09/23/05
 
10 to 15 Years
Pizza Hut
Dyersville, IA
 
(a)
 
267

 
513

 

 

 
267

 
513

 
780

 
(394
)
 
1983
 
09/23/05
 
14 to 20 Years
Pizza Hut
Independence, IA
 
(a)
 
223

 
473

 

 

 
223

 
473

 
696

 
(554
)
 
1976
 
09/23/05
 
10 to 15 Years
Pizza Hut
Manchester, IA
 
(a)
 
351

 
495

 

 

 
351

 
495

 
846

 
(578
)
 
1977
 
09/23/05
 
10 to 15 Years
Pizza Hut
Rock Falls, IL
 
(a)
 
314

 
631

 

 

 
314

 
631

 
945

 
(324
)
 
1995
 
09/23/05
 
15 to 30 Years
Pizza Hut
De Witt, IA
 
(a)
 
248

 
333

 

 

 
248

 
333

 
581

 
(264
)
 
1984
 
09/23/05
 
15 to 20 Years
Pizza Hut
Vandalia, IL
 
(a)
 
409

 
202

 

 

 
409

 
202

 
611

 
(358
)
 
1977
 
09/23/05
 
10 to 15 Years
Pizza Hut
Charleston, IL
 
(a)
 
272

 
220

 

 

 
272

 
220

 
492

 
(248
)
 
1986
 
09/23/05
 
10 to 15 Years
Pizza Hut
Effingham, IL
 
(a)
 
357

 
228

 

 

 
357

 
228

 
585

 
(299
)
 
1973
 
09/23/05
 
10 to 15 Years
Pizza Hut
Maquoketa, IA
 
(a)
 
184

 
90

 

 

 
184

 
90

 
274

 
(149
)
 
1973
 
09/23/05
 
10 to 15 Years
Pizza Hut
Taylorville, IL
 
(a)
 
154

 
352

 

 

 
154

 
352

 
506

 
(380
)
 
1980
 
09/23/05
 
10 to 15 Years
Pizza Hut
Decorah, IA
 
(a)
 
207

 
91

 

 

 
207

 
91

 
298

 
(120
)
 
1985
 
09/23/05
 
10 to 15 Years
Pizza Hut
Vinton, IA
 
(a)
 
121

 
114

 

 

 
121

 
114

 
235

 
(181
)
 
1978
 
09/23/05
 
10 to 15 Years
Pizza Hut
Creston, IA
 
(a)
 
103

 
180

 

 

 
103

 
180

 
283

 
(214
)
 
1974
 
12/15/05
 
10 to 15 Years
Pizza Hut
New Cumberland, PA
 
(a)
 
634

 
278

 

 
176

 
634

 
454

 
1,088

 
(336
)
 
1990
 
01/30/06
 
15 to 20 Years
Pizza Hut
Ephrata, PA
 
(a)
 
685

 
231

 

 

 
685

 
231

 
916

 
(210
)
 
1978
 
01/30/06
 
15 to 20 Years
Pizza Hut
Harrisburg, PA
 
(a)
 
762

 
241

 

 
176

 
762

 
417

 
1,179

 
(336
)
 
1977
 
01/30/06
 
15 to 20 Years

195

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Pizza Hut
Lebanon, PA
 
(a)
 
616

 
316

 

 
176

 
616

 
492

 
1,108

 
(348
)
 
1980
 
01/30/06
 
15 to 20 Years
Pizza Hut
Mechanicsburg, PA
 
(a)
 
801

 
481

 

 

 
801

 
481

 
1,282

 
(363
)
 
1995
 
01/30/06
 
15 to 20 Years
Pizza Hut
Harrisburg, PA
 
(a)
 
611

 
239

 

 

 
611

 
239

 
850

 
(283
)
 
1978
 
01/30/06
 
15 to 20 Years
Pizza Hut
Harrisburg, PA
 
(a)
 
423

 
307

 

 

 
423

 
307

 
730

 
(189
)
 
1973
 
01/30/06
 
15 to 20 Years
Pizza Hut
Lancaster, PA
 
(a)
 
308

 
161

 

 

 
308

 
161

 
469

 
(127
)
 
1977
 
07/25/06
 
15 to 30 Years
Pizza Hut
Hyattsville, MD
 
(a)
 
702

 
245

 

 

 
702

 
245

 
947

 
(184
)
 
1985
 
11/27/06
 
15 to 20 Years
Pizza Hut
Walkersville, MD
 
(a)
 
381

 
238

 

 
68

 
381

 
306

 
687

 
(182
)
 
1985
 
11/27/06
 
11 to 20 Years
Pizza Hut
Hagerstown, MD
 
(a)
 
546

 
342

 

 
68

 
546

 
410

 
956

 
(246
)
 
1975
 
11/27/06
 
11 to 20 Years
Pizza Hut
Silver Spring, MD
 
(a)
 
1,008

 
251

 

 

 
1,008

 
251

 
1,259

 
(202
)
 
1983
 
11/27/06
 
15 to 20 Years
Pizza Hut
Frederick, MD
 
(a)
 
440

 
236

 

 
5

 
440

 
241

 
681

 
(153
)
 
1977
 
11/27/06
 
11 to 20 Years
Pizza Hut
Bowie, MD
 
(a)
 
333

 
173

 

 
200

 
333

 
373

 
706

 
(257
)
 
1983
 
11/27/06
 
15 to 20 Years
Pizza Hut
Thurmont, MD
 
(a)
 
857

 
307

 

 
68

 
857

 
375

 
1,232

 
(245
)
 
1985
 
11/27/06
 
11 to 20 Years
Pizza Hut
Lanham, MD
 
(a)
 
302

 
193

 

 
200

 
302

 
393

 
695

 
(211
)
 
1980
 
11/27/06
 
13 to 20 Years
Pizza Hut
Reston, VA
 
(a)
 
1,033

 
193

 

 

 
1,033

 
193

 
1,226

 
(154
)
 
1977
 
11/27/06
 
15 to 20 Years
Pizza Hut
Emmitsburg, MD
 
(a)
 
141

 
182

 

 

 
141

 
182

 
323

 
(115
)
 
1981
 
11/27/06
 
15 to 20 Years
Pizza Hut
Clinton, MD
 
(a)
 
300

 
193

 

 
200

 
300

 
393

 
693

 
(208
)
 
1980
 
11/27/06
 
13 to 20 Years
Pizza Hut
Upper Marlboro, MD
 
(a)
 
290

 
172

 

 

 
290

 
172

 
462

 
(151
)
 
1983
 
11/27/06
 
15 to 20 Years
Pizza Hut
Burlington, IA
 
(a)
 
318

 
484

 

 

 
318

 
484

 
802

 
(265
)
 
2006
 
12/04/06
 
15 to 30 Years
Pizza Hut
Alexandria, VA
 
(a)
 
1,024

 
202

 

 
12

 
1,024

 
214

 
1,238

 
(164
)
 
1979
 
12/19/06
 
11 to 20 Years
Pizza Hut
Culpeper, VA
 
(a)
 
367

 
169

 

 

 
367

 
169

 
536

 
(128
)
 
1977
 
12/19/06
 
15 to 20 Years
Pizza Hut
Warrenton, VA
 
(a)
 
378

 
254

 

 

 
378

 
254

 
632

 
(188
)
 
1985
 
12/19/06
 
14 to 20 Years
Pizza Hut
Powell, TN
 
(a)
 
252

 
377

 

 
176

 
252

 
553

 
805

 
(278
)
 
1982
 
11/02/07
 
15 to 30 Years
Pizza Hut
Sweetwater, TN
 
(a)
 
231

 
307

 

 

 
231

 
307

 
538

 
(171
)
 
1979
 
11/02/07
 
15 to 30 Years
Pizza Hut
Knoxville, TN
 
(a)
 
296

 
343

 

 
176

 
296

 
519

 
815

 
(253
)
 
1978
 
11/02/07
 
15 to 30 Years
Pizza Hut
Chattanooga, TN
 
(a)
 
352

 
246

 

 

 
352

 
246

 
598

 
(198
)
 
1984
 
11/02/07
 
15 to 30 Years
Pizza Hut
Clinton, TN
 
(a)
 
417

 
293

 

 

 
417

 
293

 
710

 
(190
)
 
1994
 
11/02/07
 
15 to 30 Years
Pizza Hut
Ringgold, GA
 
(a)
 
387

 
374

 

 

 
387

 
374

 
761

 
(196
)
 
1990
 
11/02/07
 
15 to 30 Years
Pizza Hut
LaFayette, GA
 
(a)
 
246

 
434

 

 
176

 
246

 
610

 
856

 
(292
)
 
1991
 
11/02/07
 
15 to 30 Years
Pizza Hut
Trenton, GA
 
(a)
 
300

 
227

 

 

 
300

 
227

 
527

 
(157
)
 
1991
 
11/02/07
 
15 to 30 Years
Pizza Hut
Knoxville, TN
 
(a)
 
172

 
700

 

 

 
172

 
700

 
872

 
(278
)
 
1991
 
11/02/07
 
15 to 30 Years
Pizza Hut
Alcoa, TN
 
(a)
 
228

 
219

 

 

 
228

 
219

 
447

 
(125
)
 
1982
 
11/02/07
 
15 to 30 Years
Pizza Hut
Chatsworth, GA
 
(a)
 
213

 
558

 

 

 
213

 
558

 
771

 
(258
)
 
1979
 
11/02/07
 
15 to 30 Years

196

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Pizza Hut
Crossville, TN
 
(a)
 
220

 
288

 

 
176

 
220

 
464

 
684

 
(245
)
 
1978
 
11/02/07
 
15 to 30 Years
Pizza Hut
Harriman, TN
 
(a)
 
314

 
143

 

 
176

 
314

 
319

 
633

 
(194
)
 
1979
 
11/02/07
 
15 to 30 Years
Pizza Hut
Soddy Daisy, TN
 
(a)
 
316

 
405

 

 

 
316

 
405

 
721

 
(214
)
 
1989
 
11/02/07
 
15 to 30 Years
Pizza Hut
Athens, TN
 
(a)
 
197

 
341

 

 
176

 
197

 
517

 
714

 
(262
)
 
1977
 
11/02/07
 
15 to 30 Years
Pizza Hut
Alcoa, TN
 
(a)
 
483

 
318

 

 

 
483

 
318

 
801

 
(188
)
 
1978
 
11/02/07
 
15 to 30 Years
Pizza Hut
Dayton, TN
 
(a)
 
308

 
291

 

 
176

 
308

 
467

 
775

 
(244
)
 
1979
 
11/02/07
 
15 to 30 Years
Pizza Hut
Kimball, TN
 
(a)
 
367

 
283

 

 
176

 
367

 
459

 
826

 
(247
)
 
1987
 
11/02/07
 
15 to 30 Years
Pizza Hut
Duluth, MN
 
(a)
 
74

 
423

 

 

 
74

 
423

 
497

 
(148
)
 
1915
 
05/24/05
 
15 to 30 Years
Pizza Hut
Lakeville, MN
 
(a)
 
342

 
439

 

 
80

 
342

 
519

 
861

 
(196
)
 
1988
 
05/24/05
 
15 to 30 Years
Pizza Hut
Woodbury, MN
 
(a)
 
555

 
411

 
(146
)
 
(16
)
 
409

 
395

 
804

 
(162
)
 
1987
 
05/24/05
 
15 to 30 Years
Planet Fitness
Chicago, IL
 
(a)
 
1,009

 
2,965

 

 

 
1,009

 
2,965

 
3,974

 
(397
)
 
2007
 
12/09/13
 
14 to 40 Years
Planet Fitness
Phoenix, AZ
 
(d)
 
642

 
2,245

 

 

 
642

 
2,245

 
2,887

 
(290
)
 
1988
 
09/30/14
 
14 to 30 Years
Planet Fitness
Mesquite, TX
 
(d)
 
601

 
1,770

 

 

 
601

 
1,770

 
2,371

 
(191
)
 
1986
 
01/15/16
 
8 to 30 Years
Planet Fitness
Burnsville, MN
 
(b)
 
1,461

 
1,597

 

 
22

 
1,461

 
1,619

 
3,080

 
(195
)
 
1978
 
04/15/16
 
8 to 20 Years
Popeye's Chicken & Biscuits
Baton Rouge, LA
 
(a)
 
565

 
286

 

 

 
565

 
286

 
851

 
(251
)
 
1991
 
06/25/04
 
15 to 20 Years
Popeye's Chicken & Biscuits
San Antonio, TX
 
(a)
 
517

 
373

 

 

 
517

 
373

 
890

 
(221
)
 
2002
 
09/25/06
 
15 to 30 Years
Popeye's Chicken & Biscuits
Tempe, AZ
 
(a)
 
480

 
361

 

 

 
480

 
361

 
841

 
(211
)
 
2003
 
09/25/06
 
15 to 30 Years
Popeye's Chicken & Biscuits
San Antonio, TX
 
(a)
 
349

 
429

 

 

 
349

 
429

 
778

 
(289
)
 
1983
 
09/25/06
 
15 to 20 Years
Popeye's Chicken & Biscuits
San Antonio, TX
 
(a)
 
428

 
339

 

 

 
428

 
339

 
767

 
(205
)
 
2001
 
09/25/06
 
15 to 30 Years
Popeye's Chicken & Biscuits
San Antonio, TX
 
(a)
 
539

 
300

 

 

 
539

 
300

 
839

 
(221
)
 
2001
 
09/25/06
 
15 to 30 Years
Popeye's Chicken & Biscuits
Houston, TX
 
(a)
 
592

 
302

 

 

 
592

 
302

 
894

 
(197
)
 
1979
 
09/28/06
 
15 to 20 Years
Popeye's Chicken & Biscuits
Lafayette, LA
 
(a)
 
300

 
779

 

 

 
300

 
779

 
1,079

 
(128
)
 
1972
 
10/30/13
 
15 to 30 Years
Popeye's Chicken & Biscuits
Opelousas, LA
 
(a)
 
419

 
659

 

 

 
419

 
659

 
1,078

 
(119
)
 
1968
 
10/30/13
 
15 to 30 Years
Popeye's Chicken & Biscuits
Bartlett, TN
 
(a)
 
411

 

 

 

 
411

 

 
411

 

 
(f)
 
10/30/13
 
(f)
Popeye's Chicken & Biscuits
Memphis, TN
 
(a)
 
320

 

 

 

 
320

 

 
320

 

 
(f)
 
10/30/13
 
(f)

197

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Popeye's Chicken & Biscuits
Holly Springs, MS
 
(a)
 
116

 

 

 

 
116

 

 
116

 

 
(f)
 
10/30/13
 
(f)
Popeye's Chicken & Biscuits
Collierville, TN
 
(a)
 
539

 

 

 

 
539

 

 
539

 

 
(f)
 
10/30/13
 
(f)
Popeye's Chicken & Biscuits
Nashville, TN
 
(a)
 
264

 

 

 

 
264

 

 
264

 

 
(f)
 
10/30/13
 
(f)
Popeye's Chicken & Biscuits
Horn Lake, MS
 
(a)
 
231

 

 

 

 
231

 

 
231

 

 
(f)
 
10/30/13
 
(f)
Popeye's Chicken & Biscuits
Nashville, TN
 
(a)
 
538

 

 

 

 
538

 

 
538

 

 
(f)
 
10/30/13
 
(f)
Popeye's Chicken & Biscuits
Baton Rouge, LA
 
(a)
 
594

 
417

 

 

 
594

 
417

 
1,011

 
(331
)
 
1979
 
06/25/04
 
15 to 20 Years
Popeye's Chicken & Biscuits
Port Allen, LA
 
(a)
 
521

 
575

 

 

 
521

 
575

 
1,096

 
(344
)
 
1997
 
09/24/04
 
15 to 30 Years
Popeye's Chicken & Biscuits
Baton Rouge, LA
 
(a)
 
472

 
642

 

 

 
472

 
642

 
1,114

 
(319
)
 
1987
 
09/24/04
 
15 to 30 Years
Popeye's Chicken & Biscuits
Miami, FL
 
(a)
 
602

 
14

 

 

 
602

 
14

 
616

 
(202
)
 
1978
 
09/24/04
 
10 to 15 Years
Popeye's Chicken & Biscuits
Miami, FL
 
(a)
 
596

 
105

 

 

 
596

 
105

 
701

 
(165
)
 
1978
 
09/24/04
 
10 to 15 Years
Popeye's Chicken & Biscuits
Deerfield Beach, FL
 
(a)
 
668

 
295

 

 

 
668

 
295

 
963

 
(178
)
 
1970
 
09/24/04
 
15 to 30 Years
Popeye's Chicken & Biscuits
Fort Lauderdale, FL
 
(a)
 
601

 
121

 

 

 
601

 
121

 
722

 
(218
)
 
1984
 
09/24/04
 
10 to 15 Years
Popeye's Chicken & Biscuits
Pensacola, FL
 
(a)
 
860

 
291

 

 

 
860

 
291

 
1,151

 
(422
)
 
1977
 
07/28/04
 
10 to 15 Years
Popeye's Chicken & Biscuits
St. Louis, MO
 
(a)
 
503

 
651

 

 

 
503

 
651

 
1,154

 
(427
)
 
1976
 
09/24/04
 
15 to 20 Years
Popeye's Chicken & Biscuits
St. Louis, MO
 
(a)
 
828

 
351

 

 

 
828

 
351

 
1,179

 
(332
)
 
1986
 
09/24/04
 
15 to 20 Years
Popeye's Chicken & Biscuits
Fort Pierce, FL
 
(a)
 
667

 
184

 

 

 
667

 
184

 
851

 
(153
)
 
1999
 
09/24/04
 
15 to 30 Years
Popeye's Chicken & Biscuits
Lauderdale Lakes, FL
 
(a)
 
411

 
346

 

 

 
411

 
346

 
757

 
(165
)
 
1998
 
12/29/06
 
15 to 30 Years
Primanti Bros.
Avon, IN
 
(a)
 
899

 
614

 

 
188

 
899

 
802

 
1,701

 
(123
)
 
2014
 
10/31/14
 
14 to 30 Years
Primanti Bros.
Indianapolis, IN
 
(a)
 
590

 
633

 

 

 
590

 
633

 
1,223

 
(125
)
 
2014
 
10/31/14
 
14 to 30 Years
PriMed Physicians
Beavercreek, OH
 
(d)
 
559

 
1,420

 

 

 
559

 
1,420

 
1,979

 
(216
)
 
1985
 
08/18/14
 
7 to 40 Years

198

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Progressive Medical Center
Dunwoody, GA
 
(d)
 
1,061

 
4,556

 

 
22

 
1,061

 
4,578

 
5,639

 
(250
)
 
1988
 
10/27/16
 
2 to 40 Years
Promedica Physicians Eyecare
Monroe, MI
 
(d)
 
728

 
3,440

 

 

 
728

 
3,440

 
4,168

 
(575
)
 
2002
 
08/18/14
 
9 to 30 Years
Rainbow Kids Clinic
Clarksville, TN
 
(a)
 
978

 
2,718

 

 

 
978

 
2,718

 
3,696

 
(262
)
 
2011
 
12/04/14
 
15 to 40 Years
Rally's
New Albany, IN
 
(a)
 
497

 
278

 

 

 
497

 
278

 
775

 
(190
)
 
1992
 
09/24/04
 
15 to 30 Years
Rally's
Louisville, KY
 
(a)
 
334

 
251

 

 

 
334

 
251

 
585

 
(159
)
 
1991
 
09/24/04
 
15 to 20 Years
Rally's
Florence, KY
 
(a)
 
524

 
209

 

 

 
524

 
209

 
733

 
(184
)
 
1992
 
09/24/04
 
15 to 30 Years
Rally's
Marion, IN
 
(a)
 
503

 
153

 

 

 
503

 
153

 
656

 
(147
)
 
1990
 
09/24/04
 
15 to 20 Years
Raymour & Flanigan Furniture
Horseheads, NY
 
(a)
 
1,376

 
12,506

 

 

 
1,376

 
12,506

 
13,882

 
(611
)
 
2005
 
10/06/15
 
15 to 50 Years
Raymour & Flanigan Furniture
Johnson City, NY
 
(a)
 
1,459

 
10,433

 

 

 
1,459

 
10,433

 
11,892

 
(653
)
 
1978
 
10/06/15
 
15 to 40 Years

RBG Eye Associates
Sherman, TX
 
(a)
 
1,249

 
4,713

 

 

 
1,249

 
4,713

 
5,962

 
(362
)
 
2013
 
06/30/15
 
15 to 40 Years
Red Lobster
Albany, GA
 
(d)
 
744

 
1,340

 

 

 
744

 
1,340

 
2,084

 
(181
)
 
1971
 
12/23/14
 
15 to 30 Years
Red Lobster
Columbus, GA
 
(d)
 
876

 
1,243

 

 

 
876

 
1,243

 
2,119

 
(173
)
 
2003
 
12/23/14
 
15 to 30 Years
Red Lobster
Aurora, CO
 
(d)
 
1,151

 
1,742

 

 

 
1,151

 
1,742

 
2,893

 
(190
)
 
1974
 
12/23/14
 
15 to 40 Years
Red Lobster
Bloomington, IL
 
(d)
 
662

 
1,029

 

 

 
662

 
1,029

 
1,691

 
(142
)
 
1975
 
12/23/14
 
15 to 30 Years
Red Lobster
Durham, NC
 
(d)
 
1,477

 
1,661

 

 

 
1,477

 
1,661

 
3,138

 
(235
)
 
1978
 
12/23/14
 
15 to 30 Years
Red Lobster
Beachwood, OH
 
(d)
 
1,080

 
1,773

 

 

 
1,080

 
1,773

 
2,853

 
(198
)
 
1977
 
12/23/14
 
15 to 40 Years
Red Lobster
Syracuse, NY
 
(d)
 
734

 
1,518

 

 

 
734

 
1,518

 
2,252

 
(219
)
 
1981
 
12/23/14
 
15 to 30 Years
Red Lobster
Bradley, IL
 
(d)
 
1,610

 
1,783

 

 

 
1,610

 
1,783

 
3,393

 
(268
)
 
1991
 
12/23/14
 
15 to 30 Years
Red Lobster
Meadville, PA
 
(d)
 
652

 
1,284

 

 

 
652

 
1,284

 
1,936

 
(198
)
 
1991
 
12/23/14
 
15 to 30 Years
Red Lobster
Oxford, AL
 
(d)
 
489

 
1,212

 

 

 
489

 
1,212

 
1,701

 
(168
)
 
1991
 
12/23/14
 
15 to 30 Years
Red Lobster
Findlay, OH
 
(d)
 
958

 
1,029

 

 

 
958

 
1,029

 
1,987

 
(154
)
 
1991
 
12/23/14
 
15 to 30 Years
Red Lobster
Adrian, MI
 
(d)
 
652

 
1,233

 

 

 
652

 
1,233

 
1,885

 
(166
)
 
1991
 
12/23/14
 
15 to 30 Years
Red Lobster
Salina, KS
 
(d)
 
764

 
1,100

 

 

 
764

 
1,100

 
1,864

 
(167
)
 
1994
 
12/23/14
 
15 to 30 Years
Red Lobster
Tifton, GA
 
(d)
 
642

 
1,009

 

 

 
642

 
1,009

 
1,651

 
(120
)
 
1995
 
12/23/14
 
15 to 40 Years
Red Lobster
Council Bluffs, IA
 
(d)
 
1,070

 
703

 

 

 
1,070

 
703

 
1,773

 
(115
)
 
1995
 
12/23/14
 
15 to 30 Years
Red Lobster
Stillwater, OK
 
(d)
 
611

 
1,447

 

 

 
611

 
1,447

 
2,058

 
(163
)
 
1995
 
12/23/14
 
15 to 30 Years
Red Lobster
Monroe, MI
 
(d)
 
927

 
897

 

 

 
927

 
897

 
1,824

 
(159
)
 
1996
 
12/23/14
 
15 to 30 Years

199

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Red Lobster
Tullahoma, TN
 
(d)
 
520

 
886

 

 

 
520

 
886

 
1,406

 
(111
)
 
1996
 
12/23/14
 
15 to 40 Years
Red Lobster
Lewiston, ID
 
(d)
 
1,080

 
866

 

 

 
1,080

 
866

 
1,946

 
(146
)
 
1996
 
12/23/14
 
15 to 30 Years
Red Lobster
Indianapolis, IN
 
(d)
 
418

 
1,223

 

 

 
418

 
1,223

 
1,641

 
(132
)
 
1992
 
12/23/14
 
15 to 30 Years
Red Lobster
Waterford, MI
 
(d)
 
761

 
1,958

 

 

 
761

 
1,958

 
2,719

 
(197
)
 
1997
 
02/10/15
 
15 to 40 Years
Red Lobster
Paducah, KY
 
(d)
 
1,485

 
2,407

 

 
69

 
1,485

 
2,476

 
3,961

 
(96
)
 
2013
 
12/22/16
 
13 to 40 Years
Red Lobster
Winston-Salem, NC
 
(d)
 
1,707

 
1,873

 

 

 
1,707

 
1,873

 
3,580

 
(74
)
 
1998
 
12/22/16
 
13 to 40 Years
Red Lobster
Rockford, IL
 
(d)
 
1,348

 
2,842

 

 

 
1,348

 
2,842

 
4,190

 
(109
)
 
1977
 
12/22/16
 
13 to 40 Years
Red Lobster
Zanesville, OH
 
(d)
 
1,088

 
2,218

 

 

 
1,088

 
2,218

 
3,306

 
(112
)
 
1992
 
12/22/16
 
11 to 30 Years
Red Lobster
Monroeville, PA
 
(d)
 
1,677

 
3,508

 

 

 
1,677

 
3,508

 
5,185

 
(159
)
 
2009
 
12/22/16
 
12 to 30 Years
Red Lobster
Duluth, GA
 
(d)
 
1,913

 
4,576

 

 

 
1,913

 
4,576

 
6,489

 
(151
)
 
1984
 
12/22/16
 
13 to 40 Years
Red Mesa Grill
Traverse City, MI
 
(d)
 
651

 
1,255

 

 

 
651

 
1,255

 
1,906

 
(119
)
 
2004
 
11/09/15
 
15 to 30 Years
Red Mesa Grill
Boyne City, MI
 
(d)
 
69

 
938

 

 

 
69

 
938

 
1,007

 
(69
)
 
1997
 
11/09/15
 
15 to 30 Years
Red Mesa Grill
Elk Rapids, MI
 
(d)
 
227

 
947

 

 

 
227

 
947

 
1,174

 
(76
)
 
1998
 
11/09/15
 
15 to 30 Years
Red Robin Gourmet Burgers
Gurnee, IL
 
(a)
 
586

 
619

 

 

 
586

 
619

 
1,205

 
(424
)
 
1995
 
06/25/04
 
15 to 20 Years
Regal Cinemas
Martinsburg, WV
 
(a)
 
2,450

 
3,528

 

 

 
2,450

 
3,528

 
5,978

 
(1,794
)
 
1998
 
09/30/05
 
12 to 30 Years
Regal Cinemas
Fenton, MO
 
(a)
 
2,792

 
5,982

 

 

 
2,792

 
5,982

 
8,774

 
(833
)
 
2008
 
09/29/14
 
13 to 40 Years
Regal Cinemas
Lebanon, PA
 
(a)
 
747

 
4,295

 

 

 
747

 
4,295

 
5,042

 
(527
)
 
2006
 
09/29/14
 
13 to 30 Years
Regal Cinemas
Massillon, OH
 
(a)
 
1,767

 
2,667

 

 
1,600

 
1,767

 
4,267

 
6,034

 
(582
)
 
2005
 
09/29/14
 
13 to 30 Years
Regal Cinemas
Nitro, WV
 
(a)
 
1,816

 
3,068

 

 

 
1,816

 
3,068

 
4,884

 
(573
)
 
2005
 
09/29/14
 
13 to 30 Years
Regal Cinemas
Dickson City, PA
 
(a)
 
4,198

 
5,269

 

 

 
4,198

 
5,269

 
9,467

 
(1,111
)
 
2010
 
09/29/14
 
13 to 30 Years
Regal Cinemas
Simpsonville, SC
 
(a)
 
1,862

 
5,453

 

 

 
1,862

 
5,453

 
7,315

 
(775
)
 
2010
 
09/29/14
 
13 to 40 Years
Regal Cinemas
Carrollton, GA
 
(d)
 
1,879

 
5,868

 

 

 
1,879

 
5,868

 
7,747

 
(606
)
 
2005
 
12/30/14
 
15 to 40 Years
Regal Cinemas
Dawsonville, GA
 
(d)
 
1,859

 
4,207

 

 

 
1,859

 
4,207

 
6,066

 
(469
)
 
2005
 
12/30/14
 
15 to 40 Years
Regal Cinemas
Gainesville, GA
 
(d)
 
2,278

 
8,684

 

 

 
2,278

 
8,684

 
10,962

 
(807
)
 
1996
 
12/30/14
 
15 to 40 Years
Regal Cinemas
Woodstock, GA
 
(d)
 
2,798

 
5,057

 

 

 
2,798

 
5,057

 
7,855

 
(632
)
 
1997
 
12/30/14
 
15 to 30 Years
Regal Cinemas
Griffin, GA
 
(d)
 
1,239

 
3,188

 

 

 
1,239

 
3,188

 
4,427

 
(455
)
 
2005
 
12/30/14
 
15 to 30 Years
Regal Cinemas
Omaha, NE
 
(d)
 
2,254

 
4,249

 

 

 
2,254

 
4,249

 
6,503

 
(578
)
 
2006
 
03/26/15
 
12 to 30 Years
Regal Cinemas
Avon, IN
 
(d)
 
3,388

 
2,967

 

 
3,651

 
3,388

 
6,618

 
10,006

 
(860
)
 
1995
 
03/01/16
 
4 to 30 Years
Regal Cinemas
Bowie, MD
 
(d)
 
7,138

 
5,936

 

 
23

 
7,138

 
5,959

 
13,097

 
(368
)
 
1998
 
11/23/16
 
8 to 40 Years
Renn Kirby Chevrolet Buick
Gettysburg, PA
 
(a)
 
1,385

 
3,259

 

 

 
1,385

 
3,259

 
4,644

 
(1,575
)
 
2005
 
02/16/07
 
5 to 30 Years

200

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Repair One
Port Orange, FL
 
(a)
 
599

 
967

 

 
35

 
599

 
1,002

 
1,601

 
(67
)
 
1997
 
06/24/16
 
13 to 30 Years
Rick Johnson Auto & Tire
Naples, FL
 
(a)
 
249

 
265

 

 

 
249

 
265

 
514

 
(65
)
 
1966
 
10/28/13
 
9 to 20 Years
Rick Johnson Auto & Tire
Naples, FL
 
(a)
 
425

 
424

 

 

 
425

 
424

 
849

 
(95
)
 
2006
 
10/28/13
 
9 to 30 Years
Rick Johnson Auto & Tire
Estero, FL
 
(a)
 
334

 
571

 

 

 
334

 
571

 
905

 
(116
)
 
2009
 
10/28/13
 
9 to 30 Years
Rick Johnson Auto & Tire
Estero, FL
 
(a)
 
394

 
399

 

 

 
394

 
399

 
793

 
(94
)
 
2004
 
10/28/13
 
9 to 30 Years
Rite Aid
St. Clair Shores, MI
 
(a)
 
1,169

 
761

 

 

 
1,169

 
761

 
1,930

 
(319
)
 
1991
 
05/02/05
 
15 to 30 Years
Rite Aid
Philadelphia, PA
 
(a)
 
733

 
1,087

 

 

 
733

 
1,087

 
1,820

 
(337
)
 
1993
 
07/01/05
 
19 to 40 Years
Rite Aid
Moundsville, WV
 
(a)
 
706

 
1,002

 

 

 
706

 
1,002

 
1,708

 
(316
)
 
1993
 
07/01/05
 
19 to 40 Years
Rite Aid
Oneida, NY
 
(a)
 
1,315

 
1,411

 

 

 
1,315

 
1,411

 
2,726

 
(443
)
 
1999
 
07/01/05
 
19 to 40 Years
Rite Aid
Uhrichsville, OH
 
(a)
 
617

 
2,345

 

 

 
617

 
2,345

 
2,962

 
(683
)
 
2000
 
07/01/05
 
19 to 40 Years
Rite Aid
Buffalo, NY
 
(a)
 
681

 
925

 

 

 
681

 
925

 
1,606

 
(288
)
 
1993
 
07/01/05
 
19 to 40 Years
Rite Aid
Philadelphia, PA
 
(a)
 
1,613

 
1,880

 

 

 
1,613

 
1,880

 
3,493

 
(574
)
 
1999
 
07/01/05
 
19 to 40 Years
Rite Aid
Enterprise, AL
 
(d)
 
1,163

 
1,612

 

 

 
1,163

 
1,612

 
2,775

 
(308
)
 
2006
 
07/17/13
 
11 to 37 Years
Rite Aid
Wauseon, OH
 
(d)
 
1,000

 
2,034

 

 

 
1,000

 
2,034

 
3,034

 
(361
)
 
2005
 
07/17/13
 
12 to 37 Years
Rite Aid
Fremont, OH
 
(d)
 
504

 
1,405

 
(378
)
 
(1,053
)
 
126

 
352

 
478

 
(14
)
 
1998
 
07/17/13
 
4 to 27 Years
Rite Aid
Cleveland, OH
 
(d)
 
776

 
1,158

 

 

 
776

 
1,158

 
1,934

 
(239
)
 
1998
 
07/17/13
 
5 to 30 Years
Rite Aid
Defiance, OH
 
(d)
 
645

 
2,452

 

 

 
645

 
2,452

 
3,097

 
(407
)
 
2005
 
07/17/13
 
11 to 38 Years
Rite Aid
Lansing, MI
 
(d)
 
196

 
1,487

 

 

 
196

 
1,487

 
1,683

 
(256
)
 
1996
 
07/17/13
 
3 to 31 Years
Rite Aid
Glassport, PA
 
(d)
 
550

 
2,471

 

 

 
550

 
2,471

 
3,021

 
(421
)
 
2006
 
07/17/13
 
11 to 37 Years
Rite Aid
Lincolnton, NC
 
(d)
 
548

 
1,537

 

 

 
548

 
1,537

 
2,085

 
(262
)
 
1998
 
07/17/13
 
4 to 37 Years
Rite Aid
Easton, PA
 
(d)
 
1,028

 
3,996

 

 

 
1,028

 
3,996

 
5,024

 
(580
)
 
2006
 
07/17/13
 
12 to 41 Years
Rite Aid
Plains, PA
 
(d)
 
1,502

 
2,611

 

 

 
1,502

 
2,611

 
4,113

 
(446
)
 
2006
 
07/17/13
 
12 to 37 Years
Rite Aid
Lima, OH
 
(d)
 
568

 
3,221

 

 

 
568

 
3,221

 
3,789

 
(453
)
 
2005
 
07/17/13
 
12 to 43 Years
Rite Aid
Fredericksburg, VA
 
(d)
 
1,426

 
2,077

 

 

 
1,426

 
2,077

 
3,503

 
(361
)
 
2006
 
07/17/13
 
14 to 37 Years
Rite Aid
Spartanburg, SC
 
(d)
 
1,196

 
1,671

 

 

 
1,196

 
1,671

 
2,867

 
(300
)
 
1999
 
07/17/13
 
5 to 34 Years
Rite Aid
Hixson, TN
 
(d)
 
450

 
2,025

 

 

 
450

 
2,025

 
2,475

 
(21
)
 
1997
 
07/17/13
 
40 to 40 Years
Ruth's Chris Steakhouse
Metairie, LA
 
(c)
 
800

 
3,016

 

 

 
800

 
3,016

 
3,816

 
(474
)
 
1964
 
07/17/13
 
10 to 30 Years
Ruth's Chris Steakhouse
Sarasota, FL
 
(b)
 
2,758

 
412

 

 

 
2,758

 
412

 
3,170

 
(176
)
 
2000
 
07/17/13
 
12 to 25 Years

201

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Ryan's
Bowling Green, KY
 
(b)
 
934

 
3,135

 
(579
)
 
(1,940
)
 
355

 
1,195

 
1,550

 
(70
)
 
1997
 
07/17/13
 
10 to 34 Years
Ryan's
Lake Charles, LA
 
(b)
 
1,619

 
1,349

 

 

 
1,619

 
1,349

 
2,968

 
(389
)
 
1987
 
07/17/13
 
10 to 24 Years
Ryan's
Picayune, MS
 
(b)
 
1,250

 
1,409

 

 

 
1,250

 
1,409

 
2,659

 
(333
)
 
1999
 
07/17/13
 
7 to 29 Years
Ryan's
Conroe, TX
 
(b)
 
942

 
3,274

 
(575
)
 
(2,006
)
 
367

 
1,268

 
1,635

 
(78
)
 
1993
 
07/17/13
 
11 to 32 Years
Ryan's
Princeton, WV
 
(b)
 
948

 
2,212

 

 

 
948

 
2,212

 
3,160

 
(538
)
 
2001
 
07/17/13
 
11 to 25 Years
Saisaki Asian Bistro and Sushi
Newport News, VA
 
(d)
 
1,184

 
311

 

 

 
1,184

 
311

 
1,495

 
(318
)
 
1995
 
06/25/04
 
10 to 25 Years
Sanford's Grub & Pub
Dickinson, ND
 
(a)
 
616

 
1,301

 

 

 
616

 
1,301

 
1,917

 
(464
)
 
2003
 
12/29/06
 
15 to 40 Years
Sanford's Grub & Pub
Cheyenne, WY
 
(d)
 
277

 
2,041

 

 

 
277

 
2,041

 
2,318

 
(1,122
)
 
1928
 
12/29/06
 
15 to 20 Years
Serrano's Mexican Restaurant
Mesa, AZ
 
(d)
 
422

 
1,002

 

 

 
422

 
1,002

 
1,424

 
(163
)
 
1990
 
06/14/13
 
15 to 40 Years
Serrano's Mexican Restaurant
Queen Creek, AZ
 
(d)
 
609

 
1,159

 

 

 
609

 
1,159

 
1,768

 
(208
)
 
2004
 
06/14/13
 
15 to 40 Years
Service King
Madison, TN
 
(a)
 
662

 
1,567

 

 

 
662

 
1,567

 
2,229

 
(197
)
 
2000
 
03/31/14
 
14 to 40 Years
Service King
Nashville, TN
 
(a)
 
828

 
1,405

 

 

 
828

 
1,405

 
2,233

 
(239
)
 
2000
 
03/31/14
 
14 to 30 Years
Service King
Clarksville, TN
 
(a)
 
658

 
1,243

 

 

 
658

 
1,243

 
1,901

 
(195
)
 
2000
 
03/31/14
 
14 to 30 Years
Sheffield Pharmaceuticals
Norwich, CT
 
(d)
 
627

 
4,767

 

 
27

 
627

 
4,794

 
5,421

 
(288
)
 
1975
 
06/30/16
 
4 to 30 Years
Shell
Kimberling City, MO
 
(d)
 
173

 
474

 

 
9

 
173

 
483

 
656

 
(15
)
 
1950
 
03/23/17
 
15 to 30 Years
Shell
Branson, MO
 
(d)
 
1,781

 
2,864

 

 

 
1,781

 
2,864

 
4,645

 
(126
)
 
1992
 
03/23/17
 
15 to 30 Years
Shell
Joplin, MO
 
(d)
 
352

 
434

 

 
28

 
352

 
462

 
814

 
(16
)
 
2008
 
05/05/17
 
15 to 40 Years
Shell
Richland, MO
 
(d)
 
2,657

 
1,181

 

 

 
2,657

 
1,181

 
3,838

 
(142
)
 
1984
 
05/05/17
 
10 to 20 Years
Shell
Holiday Island, AR
 
(d)
 
222

 
357

 

 

 
222

 
357

 
579

 
(16
)
 
2000
 
05/05/17
 
10 to 30 Years
Shooters World
Tampa, FL
 
(d)
 
1,588

 
6,134

 

 

 
1,588

 
6,134

 
7,722

 
(473
)
 
1990
 
06/05/15
 
15 to 40 Years
Shopko
Woodsfield, OH
 
(d)
 
691

 
1,009

 

 

 
691

 
1,009

 
1,700

 
(574
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Manistique, MI
 
(d)
 
659

 
1,223

 

 

 
659

 
1,223

 
1,882

 
(625
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Minerva, OH
 
(d)
 
1,103

 
902

 

 

 
1,103

 
902

 
2,005

 
(647
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Burlington, KS
 
(d)
 
371

 
565

 

 

 
371

 
565

 
936

 
(402
)
 
1990
 
05/31/06
 
15 to 20 Years
Shopko
Clarion, IA
 
(d)
 
365

 
812

 

 

 
365

 
812

 
1,177

 
(415
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Mount Ayr, IA
 
(d)
 
228

 
666

 

 

 
228

 
666

 
894

 
(311
)
 
1995
 
05/31/06
 
15 to 30 Years
Shopko
Gallatin, MO
 
(d)
 
57

 
405

 

 

 
57

 
405

 
462

 
(175
)
 
1990
 
05/31/06
 
15 to 30 Years

202

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Shopko
Memphis, MO
 
(d)
 
448

 
313

 

 

 
448

 
313

 
761

 
(270
)
 
1983
 
05/31/06
 
15 to 20 Years
Shopko
Albany, MO
 
(d)
 
66

 
410

 

 

 
66

 
410

 
476

 
(171
)
 
1990
 
05/31/06
 
15 to 30 Years
Shopko
Powell, WY
 
(d)
 
1,264

 
859

 

 

 
1,264

 
859

 
2,123

 
(621
)
 
1985
 
05/31/06
 
15 to 25 Years
Shopko
Tuscola, IL
 
(d)
 
724

 
897

 

 

 
724

 
897

 
1,621

 
(543
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Rockville, IN
 
(d)
 
628

 
939

 

 

 
628

 
939

 
1,567

 
(526
)
 
1999
 
05/31/06
 
15 to 30 Years
Shopko
Sturgis, SD
 
(d)
 
402

 
717

 

 

 
402

 
717

 
1,119

 
(471
)
 
1984
 
05/31/06
 
15 to 25 Years
Shopko
Attica, IN
 
(d)
 
550

 
1,116

 

 

 
550

 
1,116

 
1,666

 
(580
)
 
1999
 
05/31/06
 
15 to 30 Years
Shopko
Monticello, IL
 
(d)
 
641

 
1,172

 

 

 
641

 
1,172

 
1,813

 
(603
)
 
1999
 
05/31/06
 
15 to 30 Years
Shopko
Clintonville, WI
 
(d)
 
495

 
1,089

 

 

 
495

 
1,089

 
1,584

 
(690
)
 
1978
 
05/31/06
 
15 to 25 Years
Shopko
Lancaster, WI
 
(d)
 
581

 
1,018

 

 

 
581

 
1,018

 
1,599

 
(534
)
 
1999
 
05/31/06
 
15 to 30 Years
Shopko
Perry, IA
 
(d)
 
651

 
1,015

 

 

 
651

 
1,015

 
1,666

 
(564
)
 
1998
 
05/31/06
 
15 to 30 Years
Shopko
Glasgow, MT
 
(d)
 
772

 
1,623

 

 

 
772

 
1,623

 
2,395

 
(814
)
 
1998
 
05/31/06
 
15 to 30 Years
Shopko
Arcadia, WI
 
(d)
 
673

 
983

 

 

 
673

 
983

 
1,656

 
(616
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Lander, WY
 
(d)
 
289

 
589

 

 

 
289

 
589

 
878

 
(394
)
 
1974
 
05/31/06
 
15 to 20 Years
Shopko
Waukon, IA
 
(d)
 
604

 
971

 

 

 
604

 
971

 
1,575

 
(523
)
 
1998
 
05/31/06
 
15 to 30 Years
Shopko
Dyersville, IA
 
(d)
 
381

 
1,082

 

 

 
381

 
1,082

 
1,463

 
(515
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Glenwood, MN
 
(d)
 
775

 
1,404

 

 

 
775

 
1,404

 
2,179

 
(582
)
 
1996
 
05/31/06
 
15 to 40 Years
Shopko
Dowagiac, MI
 
(d)
 
762

 
984

 

 

 
762

 
984

 
1,746

 
(546
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Hart, MI
 
(d)
 
565

 
1,377

 

 

 
565

 
1,377

 
1,942

 
(634
)
 
1999
 
05/31/06
 
15 to 30 Years
Shopko
Rawlins, WY
 
(d)
 
430

 
581

 

 

 
430

 
581

 
1,011

 
(433
)
 
1971
 
05/31/06
 
15 to 20 Years
Shopko
Oconto, WI
 
(d)
 
496

 
1,176

 

 

 
496

 
1,176

 
1,672

 
(611
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Newaygo, MI
 
(d)
 
633

 
1,155

 

 

 
633

 
1,155

 
1,788

 
(587
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Clare, MI
 
(d)
 
1,219

 
760

 

 

 
1,219

 
760

 
1,979

 
(617
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Kewaunee, WI
 
(d)
 
872

 
758

 

 

 
872

 
758

 
1,630

 
(567
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Madison, SD
 
(d)
 
1,060

 
1,015

 

 

 
1,060

 
1,015

 
2,075

 
(756
)
 
1975
 
05/31/06
 
15 to 25 Years
Shopko
Mount Carmel, IL
 
(d)
 
972

 
1,602

 

 

 
972

 
1,602

 
2,574

 
(1,077
)
 
2000
 
05/31/06
 
15 to 20 Years
Shopko
Fergus Falls, MN
 
(d)
 
738

 
1,175

 

 

 
738

 
1,175

 
1,913

 
(722
)
 
1986
 
05/31/06
 
15 to 20 Years
Shopko
Allegan, MI
 
(d)
 
741

 
1,198

 

 

 
741

 
1,198

 
1,939

 
(612
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
Spokane, WA
 
(d)
 
1,014

 
3,005

 

 

 
1,014

 
3,005

 
4,019

 
(1,562
)
 
1987
 
05/31/06
 
15 to 29 Years
Shopko
Twin Falls, ID
 
(d)
 
2,037

 
3,696

 

 

 
2,037

 
3,696

 
5,733

 
(2,274
)
 
1986
 
05/31/06
 
15 to 20 Years
Shopko
Worthington, MN
 
(d)
 
2,861

 
3,767

 

 

 
2,861

 
3,767

 
6,628

 
(1,721
)
 
1984
 
05/31/06
 
15 to 30 Years
Shopko
St. Cloud, MN
 
(d)
 
3,749

 
4,884

 

 

 
3,749

 
4,884

 
8,633

 
(2,957
)
 
1985
 
05/31/06
 
15 to 20 Years

203

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Shopko
Austin, MN
 
(d)
 
4,246

 
4,444

 

 

 
4,246

 
4,444

 
8,690

 
(2,081
)
 
1983
 
05/31/06
 
15 to 30 Years
Shopko
Mankato, MN
 
(d)
 
6,167

 
4,861

 

 

 
6,167

 
4,861

 
11,028

 
(2,896
)
 
1971
 
05/31/06
 
15 to 28 Years
Shopko
Aberdeen, SD
 
(d)
 
3,857

 
3,348

 

 

 
3,857

 
3,348

 
7,205

 
(1,658
)
 
1984
 
05/31/06
 
15 to 30 Years
Shopko
Rochester, MN
 
(d)
 
6,466

 
4,232

 

 

 
6,466

 
4,232

 
10,698

 
(2,678
)
 
1981
 
05/31/06
 
15 to 28 Years
Shopko
Marquette, MI
 
(d)
 
4,423

 
5,774

 

 

 
4,423

 
5,774

 
10,197

 
(3,460
)
 
1969
 
05/31/06
 
15 to 25 Years
Shopko
Rochester, MN
 
(d)
 
6,189

 
4,511

 

 

 
6,189

 
4,511

 
10,700

 
(2,792
)
 
1981
 
05/31/06
 
15 to 20 Years
Shopko
Lewiston, ID
 
(d)
 
409

 
2,999

 

 

 
409

 
2,999

 
3,408

 
(1,848
)
 
1987
 
05/31/06
 
15 to 25 Years
Shopko
Houghton, MI
 
(d)
 
1,963

 
4,025

 

 

 
1,963

 
4,025

 
5,988

 
(1,980
)
 
1994
 
05/31/06
 
15 to 30 Years
Shopko
Missoula, MT
 
(d)
 
4,123

 
5,253

 

 

 
4,123

 
5,253

 
9,376

 
(3,038
)
 
1987
 
05/31/06
 
15 to 28 Years
Shopko
Kingsford, MI
 
(d)
 
3,736

 
3,570

 

 

 
3,736

 
3,570

 
7,306

 
(2,212
)
 
1970
 
05/31/06
 
15 to 28 Years
Shopko
Escanaba, MI
 
(d)
 
3,030

 
3,321

 

 

 
3,030

 
3,321

 
6,351

 
(2,008
)
 
1971
 
05/31/06
 
15 to 28 Years
Shopko
Union Gap, WA
 
(d)
 
481

 
4,079

 

 

 
481

 
4,079

 
4,560

 
(2,447
)
 
1991
 
05/31/06
 
15 to 29 Years
Shopko
Jacksonville, IL
 
(d)
 
3,603

 
3,569

 

 

 
3,603

 
3,569

 
7,172

 
(2,153
)
 
1996
 
05/31/06
 
15 to 30 Years
Shopko
River Falls, WI
 
(d)
 
1,787

 
4,283

 

 

 
1,787

 
4,283

 
6,070

 
(1,920
)
 
1994
 
05/31/06
 
15 to 30 Years
Shopko
Dixon, IL
 
(d)
 
1,502

 
2,810

 

 

 
1,502

 
2,810

 
4,312

 
(1,327
)
 
1993
 
05/31/06
 
15 to 30 Years
Shopko
Belvidere, IL
 
(d)
 
3,061

 
3,609

 

 

 
3,061

 
3,609

 
6,670

 
(1,729
)
 
1995
 
05/31/06
 
15 to 30 Years
Shopko
Freeport, IL
 
(d)
 
1,941

 
2,431

 

 

 
1,941

 
2,431

 
4,372

 
(1,317
)
 
1994
 
05/31/06
 
15 to 30 Years
Shopko
Helena, MT
 
(d)
 
3,176

 
5,583

 
(724
)
 

 
2,452

 
5,583

 
8,035

 
(2,381
)
 
1992
 
05/31/06
 
15 to 30 Years
Shopko
Sheboygan, WI
 
(d)
 
2,973

 
4,340

 

 

 
2,973

 
4,340

 
7,313

 
(2,167
)
 
1993
 
05/31/06
 
15 to 30 Years
Shopko
Monroe, WI
 
(d)
 
1,526

 
4,027

 

 

 
1,526

 
4,027

 
5,553

 
(1,783
)
 
1994
 
05/31/06
 
15 to 30 Years
Shopko
Duluth, MN
 
(d)
 
4,722

 
6,955

 

 

 
4,722

 
6,955

 
11,677

 
(2,972
)
 
1993
 
05/31/06
 
15 to 30 Years
Shopko
Onalaska, WI
 
(d)
 
2,468

 
4,392

 

 

 
2,468

 
4,392

 
6,860

 
(1,947
)
 
1989
 
05/31/06
 
15 to 30 Years
Shopko
Logan, UT
 
(d)
 
454

 
3,453

 

 

 
454

 
3,453

 
3,907

 
(2,130
)
 
1989
 
05/31/06
 
15 to 20 Years
Shopko
Sioux Falls, SD
 
(d)
 
4,907

 
4,023

 

 

 
4,907

 
4,023

 
8,930

 
(2,492
)
 
1987
 
05/31/06
 
15 to 28 Years
Shopko
Grafton, WI
 
(d)
 
2,952

 
4,206

 

 

 
2,952

 
4,206

 
7,158

 
(1,977
)
 
1989
 
05/31/06
 
15 to 30 Years
Shopko
Watertown, SD
 
(d)
 
3,064

 
3,519

 

 

 
3,064

 
3,519

 
6,583

 
(1,596
)
 
1985
 
05/31/06
 
15 to 30 Years
Shopko
Albert Lea, MN
 
(d)
 
2,526

 
3,141

 

 

 
2,526

 
3,141

 
5,667

 
(1,993
)
 
1985
 
05/31/06
 
15 to 25 Years
Shopko
Stevens Point, WI
 
(d)
 
1,383

 
5,401

 

 

 
1,383

 
5,401

 
6,784

 
(2,881
)
 
1985
 
05/31/06
 
15 to 25 Years
Shopko
Fond du Lac, WI
 
(d)
 
4,110

 
5,210

 

 

 
4,110

 
5,210

 
9,320

 
(2,186
)
 
1985
 
05/31/06
 
15 to 30 Years
Shopko
Mason City, IA
 
(d)
 
2,186

 
3,888

 

 

 
2,186

 
3,888

 
6,074

 
(2,340
)
 
1985
 
05/31/06
 
15 to 28 Years
Shopko
Oshkosh, WI
 
(d)
 
3,594

 
4,384

 

 

 
3,594

 
4,384

 
7,978

 
(1,934
)
 
1984
 
05/31/06
 
15 to 30 Years
Shopko
Kenosha, WI
 
(d)
 
3,079

 
4,259

 

 

 
3,079

 
4,259

 
7,338

 
(2,676
)
 
1980
 
05/31/06
 
15 to 25 Years

204

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Shopko
Norfolk, NE
 
(d)
 
2,701

 
2,912

 

 

 
2,701

 
2,912

 
5,613

 
(1,617
)
 
1984
 
05/31/06
 
15 to 30 Years
Shopko
Kimberly, WI
 
(d)
 
3,550

 
4,749

 

 

 
3,550

 
4,749

 
8,299

 
(2,755
)
 
1979
 
05/31/06
 
15 to 28 Years
Shopko
Lake Hallie, WI
 
(d)
 
2,627

 
3,965

 

 

 
2,627

 
3,965

 
6,592

 
(2,125
)
 
1982
 
05/31/06
 
15 to 30 Years
Shopko
Janesville, WI
 
(d)
 
3,166

 
4,808

 

 

 
3,166

 
4,808

 
7,974

 
(2,862
)
 
1980
 
05/31/06
 
15 to 28 Years
Shopko
Marshall, MN
 
(d)
 
4,152

 
2,872

 

 

 
4,152

 
2,872

 
7,024

 
(1,943
)
 
1972
 
05/31/06
 
15 to 28 Years
Shopko
Racine, WI
 
(d)
 
3,076

 
5,305

 

 

 
3,076

 
5,305

 
8,381

 
(3,001
)
 
1979
 
05/31/06
 
15 to 25 Years
Shopko
Mitchell, SD
 
(d)
 
3,918

 
3,126

 

 

 
3,918

 
3,126

 
7,044

 
(1,961
)
 
1973
 
05/31/06
 
15 to 28 Years
Shopko
St. Cloud, MN
 
(d)
 
5,033

 
6,589

 

 

 
5,033

 
6,589

 
11,622

 
(2,863
)
 
1991
 
05/31/06
 
15 to 30 Years
Shopko
Beloit, WI
 
(d)
 
3,191

 
4,414

 

 

 
3,191

 
4,414

 
7,605

 
(2,782
)
 
1978
 
05/31/06
 
15 to 25 Years
Shopko
Watertown, WI
 
(d)
 
3,124

 
4,436

 

 

 
3,124

 
4,436

 
7,560

 
(2,646
)
 
1972
 
05/31/06
 
15 to 25 Years
Shopko
Marshfield, WI
 
(d)
 
3,272

 
4,406

 

 

 
3,272

 
4,406

 
7,678

 
(2,561
)
 
1968
 
05/31/06
 
15 to 28 Years
Shopko
Hutchinson, MN
 
(d)
 
2,793

 
4,108

 

 

 
2,793

 
4,108

 
6,901

 
(1,847
)
 
1991
 
05/31/06
 
15 to 30 Years
Shopko
Appleton, WI
 
(d)
 
4,898

 
5,804

 

 

 
4,898

 
5,804

 
10,702

 
(2,432
)
 
1971
 
05/31/06
 
15 to 30 Years
Shopko
Rothschild, WI
 
(d)
 
2,685

 
4,231

 

 

 
2,685

 
4,231

 
6,916

 
(2,607
)
 
1977
 
05/31/06
 
15 to 29 Years
Shopko
Green Bay, WI
 
(d)
 
6,155

 
6,298

 

 

 
6,155

 
6,298

 
12,453

 
(2,640
)
 
1979
 
05/31/06
 
15 to 30 Years
Shopko
Wisconsin Rapids, WI
 
(d)
 
3,689

 
4,806

 

 

 
3,689

 
4,806

 
8,495

 
(2,845
)
 
1969
 
05/31/06
 
15 to 28 Years
Shopko
De Pere, WI
 
(d)
 
264

 
1,681

 

 

 
264

 
1,681

 
1,945

 
(665
)
 
2000
 
05/31/06
 
15 to 30 Years
Shopko
La Crosse, WI
 
(d)
 
2,896

 
3,810

 

 

 
2,896

 
3,810

 
6,706

 
(2,315
)
 
1978
 
05/31/06
 
15 to 25 Years
Shopko
Monmouth, IL
 
(d)
 
2,037

 
1,166

 

 

 
2,037

 
1,166

 
3,203

 
(1,003
)
 
1971
 
05/31/06
 
15 to 25 Years
Shopko
Green Bay, WI
 
(d)
 
8,698

 
12,160

 

 

 
8,698

 
12,160

 
20,858

 
(6,782
)
 
2000
 
05/31/06
 
15 to 28 Years
Shopko
Quincy, IL
 
(d)
 
3,510

 
4,916

 

 

 
3,510

 
4,916

 
8,426

 
(2,954
)
 
1986
 
05/31/06
 
15 to 28 Years
Shopko
Green Bay, WI
 
(d)
 
4,788

 
4,605

 

 

 
4,788

 
4,605

 
9,393

 
(2,834
)
 
1966
 
05/31/06
 
15 to 28 Years
Shopko
Gothenburg, NE
 
(a)
 
391

 
1,798

 

 

 
391

 
1,798

 
2,189

 
(490
)
 
2007
 
12/08/09
 
12 to 47 Years
Shopko
Thermopolis, WY
 
(a)
 
589

 
1,601

 

 

 
589

 
1,601

 
2,190

 
(446
)
 
2007
 
12/08/09
 
12 to 47 Years
Shopko
Ainsworth, NE
 
(a)
 
361

 
1,829

 

 

 
361

 
1,829

 
2,190

 
(497
)
 
2007
 
12/08/09
 
12 to 47 Years
Shopko
O'Neill, NE
 
(a)
 
400

 
1,752

 

 

 
400

 
1,752

 
2,152

 
(530
)
 
1972
 
12/08/09
 
12 to 47 Years
Shopko
Carrollton, MO
 
(d)
 
352

 
345

 

 

 
352

 
345

 
697

 
(289
)
 
1994
 
07/21/11
 
9 to 20 Years
Skyline Chili
Fairborn, OH
 
(a)
 
923

 
468

 

 

 
923

 
468

 
1,391

 
(297
)
 
1998
 
06/25/04
 
15 to 30 Years
Skyline Chili
Lewis Center, OH
 
(a)
 
626

 
560

 

 

 
626

 
560

 
1,186

 
(303
)
 
1998
 
06/25/04
 
15 to 30 Years
Slim Chickens
Texarkana, TX
 
(a)
 
265

 
747

 

 

 
265

 
747

 
1,012

 
(134
)
 
2013
 
11/04/13
 
14 to 30 Years
Slim Chickens
Fayetteville, AR
 
(a)
 
1,019

 
1,150

 

 

 
1,019

 
1,150

 
2,169

 
(167
)
 
2014
 
06/23/14
 
15 to 40 Years
Slim Chickens
Stillwater, OK
 
(d)
 
1,314

 
1,111

 

 

 
1,314

 
1,111

 
2,425

 
(133
)
 
2015
 
03/31/15
 
15 to 40 Years

205

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Smart & Final
Westlake Village, CA
 
(d)
 
6,449

 
6,129

 

 

 
6,449

 
6,129

 
12,578

 
(651
)
 
1998
 
04/20/15
 
15 to 30 Years
Smart & Final
Palmdale, CA
 
(d)
 
3,849

 
9,803

 

 

 
3,849

 
9,803

 
13,652

 
(894
)
 
2005
 
03/23/15
 
15 to 40 Years
Smart & Final
Chula Vista, CA
 
(d)
 
3,801

 
5,718

 

 

 
3,801

 
5,718

 
9,519

 
(636
)
 
1986
 
03/20/15
 
15 to 30 Years
Smart & Final
El Cajon, CA
 
(d)
 
7,323

 
10,056

 

 

 
7,323

 
10,056

 
17,379

 
(1,180
)
 
1997
 
03/16/15
 
15 to 30 Years
Smart & Final
Atascadero, CA
 
(d)
 
3,677

 
8,920

 

 

 
3,677

 
8,920

 
12,597

 
(1,007
)
 
2000
 
04/06/15
 
15 to 30 Years
Smokey Bones
Pittsburgh, PA
 
(b)
 
1,481

 
676

 

 

 
1,481

 
676

 
2,157

 
(394
)
 
2006
 
12/31/07
 
15 to 40 Years
Smokey Bones
Clearwater, FL
 
(b)
 
2,226

 
858

 

 

 
2,226

 
858

 
3,084

 
(418
)
 
2004
 
12/31/07
 
15 to 40 Years
Smokey Bones
Greensboro, NC
 
(b)
 
1,009

 
444

 

 

 
1,009

 
444

 
1,453

 
(338
)
 
2003
 
12/31/07
 
15 to 40 Years
Smokey Bones
Bowie, MD
 
(b)
 
1,501

 
615

 

 

 
1,501

 
615

 
2,116

 
(334
)
 
2004
 
12/31/07
 
15 to 40 Years
Smokey Bones
Fort Wayne, IN
 
(b)
 
1,110

 
817

 

 

 
1,110

 
817

 
1,927

 
(480
)
 
2003
 
12/31/07
 
15 to 40 Years
Smokey Bones
Mentor, OH
 
(b)
 
873

 
790

 

 

 
873

 
790

 
1,663

 
(428
)
 
2003
 
12/31/07
 
15 to 40 Years
Smokey Bones
Melbourne, FL
 
(b)
 
2,005

 
794

 

 

 
2,005

 
794

 
2,799

 
(476
)
 
1986
 
12/31/07
 
15 to 40 Years
Smokey Bones
Fairview Heights, IL
 
(b)
 
1,020

 
826

 

 

 
1,020

 
826

 
1,846

 
(523
)
 
1972
 
12/31/07
 
15 to 30 Years
Smokey Bones
Dayton, OH
 
(b)
 
1,026

 
907

 

 

 
1,026

 
907

 
1,933

 
(478
)
 
2002
 
12/31/07
 
15 to 40 Years
Smokey Bones
Warwick, RI
 
(b)
 
1,593

 
1,314

 

 

 
1,593

 
1,314

 
2,907

 
(602
)
 
1990
 
12/31/07
 
15 to 40 Years
Smokey Bones
Springfield, IL
 
(b)
 
1,115

 
772

 

 

 
1,115

 
772

 
1,887

 
(404
)
 
1996
 
12/31/07
 
15 to 40 Years
Smokey Bones
Orlando, FL
 
(b)
 
2,006

 
571

 

 

 
2,006

 
571

 
2,577

 
(330
)
 
2002
 
12/31/07
 
15 to 40 Years
Smokey Bones
Colonie, NY
 
(b)
 
1,322

 
991

 
(350
)
 
(261
)
 
972

 
730

 
1,702

 
(445
)
 
1994
 
12/31/07
 
15 to 40 Years
Solea Mexican Grill
Appleton, WI
 
(a)
 
727

 
1,329

 

 
9

 
727

 
1,338

 
2,065

 
(677
)
 
1993
 
12/29/06
 
7 to 30 Years
Sonic
Pilot Point, TX
 
(d)
 
446

 
436

 

 

 
446

 
436

 
882

 
(51
)
 
2000
 
07/25/16
 
13 to 30 Years
Sonic
Little Elm, TX
 
(d)
 
620

 
244

 

 

 
620

 
244

 
864

 
(45
)
 
2001
 
07/25/16
 
13 to 20 Years
Sonic
Celina, TX
 
(d)
 
411

 
199

 

 

 
411

 
199

 
610

 
(38
)
 
2003
 
07/25/16
 
13 to 20 Years
Sonic
St.Paul, TX
 
(d)
 
509

 
192

 

 

 
509

 
192

 
701

 
(42
)
 
2003
 
07/25/16
 
13 to 20 Years
Sonic
Lavon, TX
 
(d)
 
404

 
212

 

 

 
404

 
212

 
616

 
(41
)
 
2003
 
07/25/16
 
13 to 20 Years
Sonic
Melissa, TX
 
(d)
 
715

 
609

 

 

 
715

 
609

 
1,324

 
(64
)
 
2004
 
07/25/16
 
13 to 30 Years
Sonic
Prosper, TX
 
(d)
 
990

 
435

 

 

 
990

 
435

 
1,425

 
(58
)
 
2004
 
07/25/16
 
13 to 30 Years
Sonic
Gunter, TX
 
(d)
 
248

 
250

 

 

 
248

 
250

 
498

 
(34
)
 
2004
 
07/25/16
 
13 to 20 Years
Sonic
Leonard, TX
 
(d)
 
323

 
465

 

 

 
323

 
465

 
788

 
(48
)
 
2005
 
07/25/16
 
13 to 30 Years
Sonic
Keene, TX
 
(d)
 
343

 
260

 

 

 
343

 
260

 
603

 
(36
)
 
2005
 
07/25/16
 
13 to 30 Years
Sonic Drive-In
Knoxville, TN
 
(a)
 
635

 
227

 

 

 
635

 
227

 
862

 
(316
)
 
1995
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Radford, VA
 
(a)
 
499

 
248

 

 

 
499

 
248

 
747

 
(384
)
 
1995
 
07/01/05
 
15 to 20 Years

206

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Sonic Drive-In
Christiansburg, VA
 
(a)
 
666

 
168

 

 

 
666

 
168

 
834

 
(308
)
 
1994
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Pulaski, VA
 
(a)
 
444

 
236

 

 

 
444

 
236

 
680

 
(326
)
 
1994
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Wytheville, VA
 
(a)
 
446

 
172

 

 

 
446

 
172

 
618

 
(233
)
 
1995
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Maryville, TN
 
(a)
 
810

 
306

 

 

 
810

 
306

 
1,116

 
(298
)
 
1993
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Kingsport, TN
 
(a)
 
592

 
200

 

 

 
592

 
200

 
792

 
(358
)
 
1992
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Knoxville, TN
 
(a)
 
547

 
230

 

 

 
547

 
230

 
777

 
(387
)
 
1987
 
07/01/05
 
10 to 15 Years
Sonic Drive-In
Bristol, TN
 
(a)
 
484

 
134

 

 

 
484

 
134

 
618

 
(247
)
 
1991
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Elizabethton, TN
 
(a)
 
655

 
129

 

 

 
655

 
129

 
784

 
(250
)
 
1993
 
07/01/05
 
15 to 20 Years
Sonic Drive-In
Raleigh, NC
 
(b)
 
639

 
320

 

 

 
639

 
320

 
959

 
(101
)
 
2008
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Concord, NC
 
(b)
 
244

 
310

 

 

 
244

 
310

 
554

 
(60
)
 
1993
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Rolesville, NC
 
(b)
 
526

 
320

 

 

 
526

 
320

 
846

 
(96
)
 
2007
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Albermarle, NC
 
(b)
 
639

 
310

 

 

 
639

 
310

 
949

 
(65
)
 
1993
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Salisbury, NC
 
(b)
 
357

 
338

 

 

 
357

 
338

 
695

 
(77
)
 
2002
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Rockwell, NC
 
(b)
 
385

 
385

 

 

 
385

 
385

 
770

 
(116
)
 
2006
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
South Hill, VA
 
(b)
 
564

 
320

 

 

 
564

 
320

 
884

 
(107
)
 
2007
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Zebulon, NC
 
(b)
 
780

 
395

 

 

 
780

 
395

 
1,175

 
(120
)
 
2006
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Siler City, NC
 
(b)
 
686

 
385

 

 

 
686

 
385

 
1,071

 
(129
)
 
2005
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Creedmoor, NC
 
(b)
 
451

 
367

 

 

 
451

 
367

 
818

 
(105
)
 
2006
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Kannapolis, NC
 
(b)
 
244

 
291

 

 

 
244

 
291

 
535

 
(71
)
 
2001
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Harrisburg, NC
 
(b)
 
489

 
291

 

 

 
489

 
291

 
780

 
(79
)
 
2004
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Concord, NC
 
(b)
 
855

 
348

 

 

 
855

 
348

 
1,203

 
(87
)
 
2004
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Aberdeen, NC
 
(b)
 
564

 
338

 

 

 
564

 
338

 
902

 
(67
)
 
1994
 
09/17/13
 
15 to 30 Years
Sonic Drive-In
Flowood, MS
 
(a)
 
338

 
848

 

 

 
338

 
848

 
1,186

 
(119
)
 
1994
 
07/31/14
 
15 to 30 Years
Sonic Drive-In
Hattiesburg, MS
 
(a)
 
845

 
995

 

 

 
845

 
995

 
1,840

 
(151
)
 
2010
 
07/14/14
 
15 to 40 Years
Sonic Drive-In
D'Iberville, MS
 
(a)
 
597

 
995

 

 

 
597

 
995

 
1,592

 
(150
)
 
2005
 
07/14/14
 
15 to 30 Years
Sonic Drive-In
Laurel, MS
 
(a)
 
543

 
754

 

 

 
543

 
754

 
1,297

 
(127
)
 
1993
 
09/22/14
 
15 to 30 Years
Sonic Drive-In
Bay Minette, AL
 
(a)
 
583

 
754

 

 

 
583

 
754

 
1,337

 
(130
)
 
2000
 
09/22/14
 
15 to 30 Years
Sonic Drive-In
Beaumont, TX
 
(d)
 
580

 
284

 

 

 
580

 
284

 
864

 
(79
)
 
2001
 
08/31/15
 
15 to 20 Years
Sonic Drive-In
Port Arthur, TX
 
(d)
 
187

 
256

 

 

 
187

 
256

 
443

 
(48
)
 
1976
 
08/31/15
 
15 to 20 Years
Sonic Drive-In
Port Arthur, TX
 
(d)
 
384

 
266

 

 

 
384

 
266

 
650

 
(72
)
 
2002
 
08/31/15
 
15 to 20 Years
Sonic Drive-In
Beaumont, TX
 
(d)
 
777

 
246

 

 

 
777

 
246

 
1,023

 
(81
)
 
2000
 
08/31/15
 
15 to 20 Years
Sonic Drive-In
Port Arthur, TX
 
(d)
 
403

 
344

 

 

 
403

 
344

 
747

 
(80
)
 
2004
 
08/31/15
 
15 to 20 Years

207

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Sonic Drive-In
Beaumont, TX
 
(d)
 
758

 
325

 

 

 
758

 
325

 
1,083

 
(85
)
 
2007
 
08/31/15
 
15 to 30 Years
Sonic Drive-In
Orange, TX
 
(d)
 
541

 
335

 

 

 
541

 
335

 
876

 
(75
)
 
2007
 
08/31/15
 
15 to 30 Years
Sonny's BBQ
Gainesville, FL
 
(d)
 
1,489

 
1,241

 

 
104

 
1,489

 
1,345

 
2,834

 
(53
)
 
2000
 
12/28/16
 
6 to 40 Years
Sonny's BBQ
Gainesville, FL
 
(d)
 
1,534

 
883

 

 

 
1,534

 
883

 
2,417

 
(44
)
 
1984
 
12/28/16
 
6 to 30 Years
Sonny's BBQ
Orlando, FL
 
(d)
 
1,351

 
1,404

 

 

 
1,351

 
1,404

 
2,755

 
(47
)
 
2002
 
12/28/16
 
8 to 40 Years
Sonny's BBQ
Orlando, FL
 
(d)
 
1,484

 
1,415

 

 

 
1,484

 
1,415

 
2,899

 
(55
)
 
1998
 
12/28/16
 
6 to 40 Years
Sonny's BBQ
Orlando, FL
 
(d)
 
1,319

 
1,424

 

 

 
1,319

 
1,424

 
2,743

 
(48
)
 
1997
 
12/28/16
 
7 to 40 Years
Sonny's BBQ
Oviedo, FL
 
(d)
 
1,499

 
1,449

 

 

 
1,499

 
1,449

 
2,948

 
(56
)
 
2006
 
12/28/16
 
7 to 40 Years
Sonny's BBQ
Sanford, FL
 
(d)
 
1,405

 
1,191

 

 

 
1,405

 
1,191

 
2,596

 
(57
)
 
1987
 
12/28/16
 
6 to 30 Years
Sonny's BBQ
Inverness, FL
 
(d)
 
584

 
503

 

 
1

 
584

 
504

 
1,088

 
(18
)
 
1998
 
06/09/17
 
10 to 30 Years
South Carolina Oncology Associates
Columbia, SC
 
(d)
 
3,378

 
35,153

 

 

 
3,378

 
35,153

 
38,531

 
(3,707
)
 
2003
 
12/31/13
 
15 to 40 Years
Southern Theatres
Mooresville, NC
 
(d)
 
5,087

 
6,800

 

 

 
5,087

 
6,800

 
11,887

 
(920
)
 
1999
 
09/25/14
 
15 to 30 Years
Southern Theatres
Anderson, SC
 
(d)
 
5,248

 
6,437

 

 

 
5,248

 
6,437

 
11,685

 
(1,136
)
 
2000
 
09/25/14
 
15 to 30 Years
Southwest Stainless
Lakeland, FL
 
(a)
 
1,098

 
1,281

 

 

 
1,098

 
1,281

 
2,379

 
(969
)
 
1984
 
07/01/05
 
14 to 20 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)
Bonita Springs, FL
 
(b)
 
317

 
1,619

 

 

 
317

 
1,619

 
1,936

 
(267
)
 
2003
 
08/30/12
 
15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)
Cape Coral, FL
 
(b)
 
545

 
1,716

 

 

 
545

 
1,716

 
2,261

 
(337
)
 
2011
 
08/30/12
 
15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)
Fort Myers, FL
 
(b)
 
903

 
6,445

 

 

 
903

 
6,445

 
7,348

 
(986
)
 
1989
 
08/30/12
 
15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)
Naples, FL
 
(b)
 
1,351

 
5,368

 

 

 
1,351

 
5,368

 
6,719

 
(818
)
 
2002
 
08/30/12
 
15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)
Naples, FL
 
(b)
 
1,829

 
4,522

 

 

 
1,829

 
4,522

 
6,351

 
(825
)
 
1978
 
08/30/12
 
15 to 40 Years

208

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Specialists in Urology (21st Century Oncology Holdings, Inc.)
Bonita Springs, FL
 
(b)
 
738

 
4,022

 

 

 
738

 
4,022

 
4,760

 
(642
)
 
2006
 
08/30/12
 
15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)
Bonita Springs, FL
 
(b)
 
376

 
940

 

 

 
376

 
940

 
1,316

 
(182
)
 
2006
 
08/30/12
 
15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)
Naples, FL
 
(b)
 
1,057

 
3,845

 

 

 
1,057

 
3,845

 
4,902

 
(608
)
 
2012
 
10/31/12
 
15 to 50 Years
Specialists in Urology (Northwest Cancer Care Management Co, LLC)
Kennewick, WA
 
(d)
 
353

 
4,248

 

 

 
353

 
4,248

 
4,601

 
(238
)
 
2011
 
03/31/16
 
13 to 40 Years
Sportsman's Warehouse
Thornton, CO
 
(d)
 
2,836

 
5,069

 

 

 
2,836

 
5,069

 
7,905

 
(1,174
)
 
2003
 
10/15/12
 
15 to 30 Years
Sportsman's Warehouse
Ankeny, IA
 
(d)
 
3,913

 
3,671

 

 

 
3,913

 
3,671

 
7,584

 
(905
)
 
2003
 
10/15/12
 
15 to 30 Years
Sportsman's Warehouse
Midvale, UT
 
(d)
 
2,931

 
4,844

 

 

 
2,931

 
4,844

 
7,775

 
(1,042
)
 
2002
 
10/15/12
 
15 to 30 Years
Sportsman's Warehouse
Mesa, AZ
 
(d)
 
2,040

 
5,696

 

 

 
2,040

 
5,696

 
7,736

 
(1,192
)
 
2005
 
10/15/12
 
15 to 30 Years
Sportsman's Warehouse
Phoenix, AZ
 
(d)
 
2,098

 
5,338

 

 

 
2,098

 
5,338

 
7,436

 
(1,139
)
 
2003
 
10/15/12
 
15 to 30 Years
Sportsman's Warehouse
Loveland, CO
 
(d)
 
2,329

 
4,750

 

 

 
2,329

 
4,750

 
7,079

 
(990
)
 
2001
 
10/15/12
 
15 to 30 Years
Sportsman's Warehouse
Bend, OR
 
(b)
 
1,516

 
4,850

 

 

 
1,516

 
4,850

 
6,366

 
(626
)
 
2000
 
08/15/13
 
10 to 50 Years
Sportsman's Warehouse
Soldotna, AK
 
(a)
 
1,177

 
2,245

 

 

 
1,177

 
2,245

 
3,422

 
(251
)
 
1983
 
05/22/14
 
15 to 40 Years
Sportsman's Warehouse
Williston, ND
 
(d)
 
2,190

 
4,132

 

 

 
2,190

 
4,132

 
6,322

 
(292
)
 
2015
 
08/24/15
 
15 to 50 Years
Sportsman's Warehouse
Colorado Springs, CO
 
(d)
 
2,568

 
4,842

 

 

 
2,568

 
4,842

 
7,410

 
(293
)
 
2005
 
08/31/16
 
10 to 40 Years
Spring East Buffet
Leeds, AL
 
(a)
 
907

 
926

 

 
31

 
907

 
957

 
1,864

 
(791
)
 
2003
 
09/26/06
 
9 to 40 Years
SRS Distribution
Port Richey, FL
 
(a)
 
741

 
660

 

 

 
741

 
660

 
1,401

 
(766
)
 
1975
 
07/01/05
 
10 to 15 Years
Staples
Crossville, TN
 
(d)
 
668

 
2,705

 

 

 
668

 
2,705

 
3,373

 
(372
)
 
2001
 
07/17/13
 
3 to 46 Years

209

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Staples
Peru, IL
 
(d)
 
963

 
2,033

 

 

 
963

 
2,033

 
2,996

 
(377
)
 
1998
 
07/17/13
 
1 to 35 Years
Staples
Clarksville, IN
 
(d)
 
991

 
3,161

 

 

 
991

 
3,161

 
4,152

 
(389
)
 
2006
 
07/17/13
 
3 to 48 Years
Staples
Greenville, SC
 
(d)
 
742

 
3,026

 

 

 
742

 
3,026

 
3,768

 
(345
)
 
2006
 
07/17/13
 
3 to 48 Years
Staples
Warsaw, IN
 
(d)
 
590

 
2,504

 

 

 
590

 
2,504

 
3,094

 
(362
)
 
1998
 
07/17/13
 
0 to 44 Years
Staples
Guntersville, AL
 
(d)
 
1,039

 
2,535

 

 

 
1,039

 
2,535

 
3,574

 
(345
)
 
2001
 
07/17/13
 
2 to 46 Years
Starbucks
Memphis, TN
 
(d)
 
208

 
302

 

 

 
208

 
302

 
510

 
(84
)
 
2007
 
07/17/13
 
3 to 24 Years
Starbucks
Bowling Green, KY
 
(d)
 
756

 
205

 

 

 
756

 
205

 
961

 
(84
)
 
2007
 
07/17/13
 
4 to 39 Years
Starbucks
Ponca City, OK
 
(d)
 
93

 
249

 

 

 
93

 
249

 
342

 
(67
)
 
2007
 
07/17/13
 
4 to 28 Years
Starbucks
Stillwater, OK
 
(d)
 
218

 
1,262

 

 

 
218

 
1,262

 
1,480

 
(207
)
 
2007
 
07/17/13
 
4 to 32 Years
Starbucks
Powell, TN
 
(d)
 
411

 
353

 

 

 
411

 
353

 
764

 
(106
)
 
2007
 
07/17/13
 
4 to 26 Years
Starbucks
Chattanooga, TN
 
(d)
 
175

 
271

 

 

 
175

 
271

 
446

 
(75
)
 
2007
 
07/17/13
 
3 to 26 Years
Starbucks
Kingsport, TN
 
(d)
 
307

 
766

 

 

 
307

 
766

 
1,073

 
(146
)
 
2007
 
07/17/13
 
4 to 32 Years
Starbucks
Altus, OK
 
(a)
 
103

 
237

 

 

 
103

 
237

 
340

 
(64
)
 
2007
 
07/17/13
 
4 to 28 Years
Starbucks
Oklahoma City, OK
 
(a)
 
541

 
842

 
(398
)
 
(614
)
 
143

 
228

 
371

 
(72
)
 
2007
 
07/17/13
 
4 to 33 Years
Stater Bros. Markets
Lancaster, CA
 
(d)
 
1,569

 
4,271

 

 

 
1,569

 
4,271

 
5,840

 
(748
)
 
1983
 
12/17/13
 
5 to 30 Years
Station Casinos
Las Vegas, NV
 
(a)
 
3,225

 
30,483

 

 

 
3,225

 
30,483

 
33,708

 
(3,238
)
 
2007
 
07/17/13
 
13 to 55 Years
Studio Movie Grill
Downey, CA
 
(d)
 
1,767

 
12,172

 

 
1,850

 
1,767

 
14,022

 
15,789

 
(956
)
 
1997
 
09/30/15
 
15 to 30 Years
Studio Movie Grill
Monrovia, CA
 
(d)
 
2,448

 
17,849

 

 
1,850

 
2,448

 
19,699

 
22,147

 
(1,360
)
 
2000
 
09/30/15
 
15 to 30 Years
Studio Movie Grill
Redlands, CA
 
(d)
 
4,442

 
17,859

 

 
1,850

 
4,442

 
19,709

 
24,151

 
(1,442
)
 
1997
 
09/30/15
 
15 to 30 Years
Studio Movie Grill
Marietta, GA
 
(d)
 
2,930

 
7,616

 

 
67

 
2,930

 
7,683

 
10,613

 
(140
)
 
1987
 
03/15/17
 
10 to 40 Years
Sunny Delight
Dayton, NJ
 
(d)
 
12,701

 
10,723

 

 

 
12,701

 
10,723

 
23,424

 
(774
)
 
1975
 
10/27/16
 
7 to 30 Years
Taco Bell
Red Bank, TN
 
(a)
 
610

 
557

 

 

 
610

 
557

 
1,167

 
(386
)
 
1997
 
06/25/04
 
15 to 30 Years
Taco Bell
Chattanooga, TN
 
(a)
 
482

 
682

 

 

 
482

 
682

 
1,164

 
(362
)
 
1997
 
06/25/04
 
15 to 30 Years
Taco Bell
Chattanooga, TN
 
(a)
 
600

 
389

 

 

 
600

 
389

 
989

 
(195
)
 
1995
 
09/29/06
 
15 to 30 Years
Taco Bell
Tipp City, OH
 
(a)
 
789

 
332

 

 

 
789

 
332

 
1,121

 
(278
)
 
1991
 
12/29/06
 
15 to 20 Years
Taco Bell
Bellefontaine, OH
 
(a)
 
388

 
778

 
(12
)
 

 
376

 
778

 
1,154

 
(480
)
 
1989
 
12/29/06
 
15 to 20 Years
Taco Bell
Sedalia, MO
 
(a)
 
751

 
662

 

 

 
751

 
662

 
1,413

 
(389
)
 
1983
 
12/29/06
 
15 to 30 Years
Taco Bell
Springfield, MO
 
(a)
 
439

 
719

 

 

 
439

 
719

 
1,158

 
(371
)
 
2004
 
12/29/06
 
15 to 40 Years
Taco Bell
Danville, IL
 
(a)
 
619

 
672

 

 

 
619

 
672

 
1,291

 
(386
)
 
1995
 
12/29/06
 
15 to 30 Years
Taco Bell
Boone, NC
 
(a)
 
750

 
379

 

 

 
750

 
379

 
1,129

 
(235
)
 
2006
 
12/29/06
 
15 to 30 Years

210

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Taco Bell
Cleveland, TN
 
(a)
 
501

 
459

 

 

 
501

 
459

 
960

 
(204
)
 
2004
 
12/29/06
 
15 to 40 Years
Taco Bell
Mount Pleasant, MI
 
(a)
 
657

 
854

 

 

 
657

 
854

 
1,511

 
(379
)
 
2010
 
02/13/09
 
13 to 38 Years
Taco Bell
Dayton, OH
 
(a)
 
526

 
598

 

 

 
526

 
598

 
1,124

 
(398
)
 
1982
 
12/08/09
 
12 to 17 Years
Taco Bell
Greenville, TN
 
(b)
 
735

 
517

 

 

 
735

 
517

 
1,252

 
(132
)
 
2010
 
03/29/13
 
15 to 30 Years
Taco Bell
Moultrie, GA
 
(b)
 
437

 
563

 

 

 
437

 
563

 
1,000

 
(133
)
 
2012
 
03/29/13
 
15 to 30 Years
Taco Bell
Princeton, IN
 
(b)
 
340

 
906

 

 

 
340

 
906

 
1,246

 
(339
)
 
1992
 
07/17/13
 
7 to 15 Years
Taco Bell
Robinson, IL
 
(b)
 
250

 
1,021

 

 

 
250

 
1,021

 
1,271

 
(203
)
 
1994
 
07/17/13
 
7 to 33 Years
Taco Bell
Brazil, IN
 
(b)
 
391

 
903

 

 

 
391

 
903

 
1,294

 
(183
)
 
1996
 
07/17/13
 
8 to 33 Years
Taco Bell
Washington, IN
 
(b)
 
272

 
949

 

 

 
272

 
949

 
1,221

 
(195
)
 
1995
 
07/17/13
 
8 to 33 Years
Taco Bell
Henderson, KY
 
(b)
 
656

 
1,058

 

 

 
656

 
1,058

 
1,714

 
(175
)
 
1992
 
07/17/13
 
7 to 35 Years
Taco Bell
Martinsville, IN
 
(b)
 
940

 
1,128

 

 

 
940

 
1,128

 
2,068

 
(213
)
 
1986
 
07/17/13
 
4 to 35 Years
Taco Bell
Anderson, IN
 
(b)
 
363

 
700

 

 

 
363

 
700

 
1,063

 
(237
)
 
1995
 
07/17/13
 
8 to 17 Years
Taco Bell / KFC
Vincennes, IN
 
(b)
 
389

 
1,425

 

 

 
389

 
1,425

 
1,814

 
(268
)
 
2000
 
07/17/13
 
8 to 30 Years
Taco Bell / KFC
Spencer, IN
 
(b)
 
136

 
1,040

 

 

 
136

 
1,040

 
1,176

 
(241
)
 
1999
 
07/17/13
 
8 to 22 Years
Taco Bueno
Yukon, OK
 
(a)
 
555

 
373

 

 

 
555

 
373

 
928

 
(261
)
 
2003
 
07/01/05
 
15 to 30 Years
Taco Bueno
Cedar Hill, TX
 
(a)
 
620

 
501

 

 

 
620

 
501

 
1,121

 
(303
)
 
2005
 
12/29/06
 
15 to 30 Years
Taco Bueno
Mansfield, TX
 
(a)
 
472

 
760

 

 

 
472

 
760

 
1,232

 
(428
)
 
1991
 
12/29/06
 
15 to 30 Years
Taco Bueno
Hurst, TX
 
(d)
 
505

 
66

 

 

 
505

 
66

 
571

 
(18
)
 
1978
 
06/30/16
 
5 to 10 Years
Taco Bueno
Arlington, TX
 
(d)
 
449

 
128

 

 

 
449

 
128

 
577

 
(42
)
 
1978
 
06/30/16
 
4 to 10 Years
Taco Bueno
Fort Worth, TX
 
(d)
 
331

 
450

 

 

 
331

 
450

 
781

 
(44
)
 
1977
 
06/30/16
 
5 to 20 Years
Taco Bueno
Bedford, TX
 
(d)
 
694

 
516

 

 

 
694

 
516

 
1,210

 
(56
)
 
1977
 
06/30/16
 
5 to 20 Years
Taco Bueno
Tulsa, OK
 
(d)
 
835

 
967

 

 

 
835

 
967

 
1,802

 
(64
)
 
1978
 
06/30/16
 
5 to 30 Years
Taco Bueno
Fort Worth, TX
 
(d)
 
377

 
193

 

 

 
377

 
193

 
570

 
(48
)
 
1978
 
06/30/16
 
4 to 10 Years
Taco Bueno
Euless, TX
 
(d)
 
674

 
277

 

 

 
674

 
277

 
951

 
(43
)
 
1979
 
06/30/16
 
5 to 20 Years
Taco Bueno
Abilene, TX
 
(d)
 
1,132

 
1,292

 

 

 
1,132

 
1,292

 
2,424

 
(92
)
 
1979
 
06/30/16
 
5 to 30 Years
Taco Bueno
Arlington, TX
 
(d)
 
540

 
1,205

 

 

 
540

 
1,205

 
1,745

 
(77
)
 
1981
 
06/30/16
 
5 to 30 Years
Taco Bueno
Denton, TX
 
(d)
 
693

 
884

 

 

 
693

 
884

 
1,577

 
(67
)
 
1995
 
06/30/16
 
5 to 30 Years
Taco Bueno
Lake Worth, TX
 
(d)
 
427

 
872

 

 

 
427

 
872

 
1,299

 
(56
)
 
1983
 
06/30/16
 
5 to 30 Years
Taco Bueno
Tulsa, OK
 
(d)
 
760

 
381

 

 

 
760

 
381

 
1,141

 
(43
)
 
1984
 
06/30/16
 
5 to 20 Years
Taco Bueno
Garland, TX
 
(d)
 
532

 
442

 

 

 
532

 
442

 
974

 
(34
)
 
1979
 
06/30/16
 
5 to 30 Years
Taco Bueno
Grapevine, TX
 
(d)
 
636

 
414

 

 

 
636

 
414

 
1,050

 
(43
)
 
1979
 
06/30/16
 
5 to 20 Years
Taco Bueno
Muskogee, OK
 
(d)
 
853

 
767

 

 

 
853

 
767

 
1,620

 
(59
)
 
1985
 
06/30/16
 
5 to 30 Years

211

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Taco Bueno
Oklahoma City, OK
 
(d)
 
474

 
516

 

 

 
474

 
516

 
990

 
(56
)
 
1984
 
06/30/16
 
5 to 20 Years
Taco Bueno
Fort Worth, TX
 
(d)
 
335

 
257

 

 

 
335

 
257

 
592

 
(35
)
 
1985
 
06/30/16
 
5 to 20 Years
Taco Bueno
Claremore, OK
 
(d)
 
903

 
932

 

 

 
903

 
932

 
1,835

 
(69
)
 
1985
 
06/30/16
 
5 to 30 Years
Taco Bueno
Oklahoma City, OK
 
(d)
 
467

 
273

 

 

 
467

 
273

 
740

 
(50
)
 
1986
 
06/30/16
 
5 to 10 Years
Taco Bueno
Broken Arrow, OK
 
(d)
 
849

 
1,020

 

 

 
849

 
1,020

 
1,869

 
(67
)
 
1986
 
06/30/16
 
5 to 30 Years
Taco Bueno
Dallas, TX
 
(d)
 
526

 
203

 

 

 
526

 
203

 
729

 
(41
)
 
1987
 
06/30/16
 
5 to 10 Years
Taco Bueno
Sapulpa, OK
 
(d)
 
855

 
1,030

 

 

 
855

 
1,030

 
1,885

 
(76
)
 
1987
 
06/30/16
 
5 to 30 Years
Taco Bueno
Abilene, TX
 
(d)
 
510

 
818

 

 

 
510

 
818

 
1,328

 
(60
)
 
1977
 
06/30/16
 
5 to 30 Years
Taco Bueno
Oklahoma City, OK
 
(d)
 
375

 
605

 

 

 
375

 
605

 
980

 
(42
)
 
1986
 
06/30/16
 
5 to 30 Years
Taco Bueno
Greenville, TX
 
(d)
 
429

 
919

 

 

 
429

 
919

 
1,348

 
(58
)
 
1985
 
06/30/16
 
5 to 30 Years
Taco Bueno
Irving, TX
 
(d)
 
481

 
358

 

 

 
481

 
358

 
839

 
(39
)
 
1978
 
06/30/16
 
5 to 20 Years
Taco Bueno
Haltom City, TX
 
(d)
 
689

 
804

 

 

 
689

 
804

 
1,493

 
(63
)
 
1998
 
06/30/16
 
5 to 30 Years
Taco Bueno
Grapevine, TX
 
(d)
 
755

 
677

 

 

 
755

 
677

 
1,432

 
(75
)
 
1999
 
06/30/16
 
5 to 20 Years
Taco Bueno
Fort Worth, TX
 
(d)
 
681

 
928

 

 

 
681

 
928

 
1,609

 
(71
)
 
1999
 
06/30/16
 
5 to 30 Years
Taco Bueno
Forest Hill, TX
 
(d)
 
784

 
294

 

 

 
784

 
294

 
1,078

 
(49
)
 
1999
 
06/30/16
 
5 to 20 Years
Taco Bueno
McKinney, TX
 
(d)
 
1,289

 
467

 

 

 
1,289

 
467

 
1,756

 
(68
)
 
2000
 
06/30/16
 
5 to 20 Years
Taco Bueno
Tulsa, OK
 
(d)
 

 
20

 

 

 

 
20

 
20

 
(3
)
 
1982
 
06/30/16
 
10 to 10 Years
Taco Bueno
Enid, OK
 
(d)
 
40

 
55

 

 

 
40

 
55

 
95

 
(28
)
 
1985
 
06/30/16
 
3 to 10 Years
Taco Bueno
Southlake, TX
 
(d)
 
30

 
58

 

 

 
30

 
58

 
88

 
(24
)
 
1999
 
06/30/16
 
3 to 10 Years
Ted's Cafe Escondido
Broken Arrow, OK
 
(a)
 
1,636

 
1,620

 

 

 
1,636

 
1,620

 
3,256

 
(279
)
 
2006
 
07/21/14
 
14 to 30 Years
Ted's Cafe Escondido
Tulsa, OK
 
(a)
 
1,465

 
1,728

 

 

 
1,465

 
1,728

 
3,193

 
(280
)
 
2013
 
07/21/14
 
14 to 30 Years
Terra Mulch Products
Hickory, NC
 
(d)
 
1,356

 
5,406

 

 

 
1,356

 
5,406

 
6,762

 
(683
)
 
2006
 
05/11/15
 
10 to 30 Years
Texas Corral
Shelbyville, IN
 
(d)
 
549

 
752

 

 

 
549

 
752

 
1,301

 
(287
)
 
2006
 
12/21/07
 
15 to 50 Years
Texas Roadhouse
Hiram, GA
 
(a)
 
1,255

 
1,766

 

 

 
1,255

 
1,766

 
3,021

 
(572
)
 
2003
 
01/16/15
 
9 to 15 Years
Texas Roadhouse
Marietta, GA
 
(a)
 
1,221

 
1,533

 

 

 
1,221

 
1,533

 
2,754

 
(491
)
 
2003
 
01/16/15
 
9 to 15 Years
Texas Roadhouse
Memphis, TN
 
(a)
 
817

 
1,637

 

 

 
817

 
1,637

 
2,454

 
(530
)
 
2005
 
01/16/15
 
9 to 15 Years
The Atlanta Center for Foot & Ankle Surgery
Sandy Springs, GA
 
(a)
 
455

 
1,147

 

 

 
455

 
1,147

 
1,602

 
(227
)
 
1963
 
04/17/14
 
14 to 20 Years
The Children's Courtyard
Frederick, CO
 
(d)
 
334

 
2,146

 

 
37

 
334

 
2,183

 
2,517

 
(57
)
 
2003
 
03/31/17
 
15 to 30 Years

212

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


The Forge Bar and Grill
Lander, WY
 
(a)
 
57

 
1,010

 

 

 
57

 
1,010

 
1,067

 
(564
)
 
1883
 
12/29/06
 
15 to 20 Years
The Great Escape
Davenport, IA
 
(a)
 
2,823

 
4,475

 

 

 
2,823

 
4,475

 
7,298

 
(1,716
)
 
2007
 
04/30/09
 
13 to 38 Years
The Great Escape
Avon, OH
 
(a)
 
1,550

 
2,750

 

 

 
1,550

 
2,750

 
4,300

 
(993
)
 
2007
 
04/30/09
 
13 to 38 Years
The Great Escape
Peoria, IL
 
(a)
 
2,497

 
4,401

 

 

 
2,497

 
4,401

 
6,898

 
(1,631
)
 
2004
 
04/30/09
 
13 to 38 Years
The Great Escape
Loves Park, IL
 
(a)
 
1,550

 
6,447

 

 

 
1,550

 
6,447

 
7,997

 
(1,990
)
 
2004
 
04/30/09
 
13 to 38 Years
The Great Escape
Tinley Park, IL
 
(a)
 
1,108

 
2,091

 

 

 
1,108

 
2,091

 
3,199

 
(864
)
 
1990
 
04/30/09
 
13 to 28 Years
The Great Escape
Schaumburg, IL
 
(a)
 
2,067

 
2,632

 

 

 
2,067

 
2,632

 
4,699

 
(1,160
)
 
2002
 
04/30/09
 
13 to 28 Years
The Great Escape
Merrillville, IN
 
(a)
 
1,323

 
3,975

 

 

 
1,323

 
3,975

 
5,298

 
(1,737
)
 
1986
 
04/30/09
 
13 to 28 Years
The Great Escape
Mundelein, IL
 
(a)
 
1,991

 
4,307

 

 

 
1,991

 
4,307

 
6,298

 
(1,822
)
 
2002
 
04/30/09
 
13 to 28 Years
The Great Escape
Joliet, IL
 
(a)
 
1,700

 
5,698

 

 

 
1,700

 
5,698

 
7,398

 
(1,830
)
 
2004
 
04/30/09
 
13 to 38 Years
The Great Escape
Downers Grove, IL
 
(a)
 
1,772

 
2,227

 

 

 
1,772

 
2,227

 
3,999

 
(1,044
)
 
1994
 
04/30/09
 
13 to 28 Years
The Great Escape
Gurnee, IL
 
(a)
 
767

 
1,633

 

 

 
767

 
1,633

 
2,400

 
(774
)
 
1999
 
04/30/09
 
13 to 28 Years
The Great Escape
Batavia, IL
 
(a)
 
1,858

 
3,441

 

 

 
1,858

 
3,441

 
5,299

 
(1,487
)
 
2001
 
04/30/09
 
13 to 28 Years
The Great Escape
Aurora, IL
 
(a)
 
1,979

 
4,111

 

 
(1
)
 
1,979

 
4,110

 
6,089

 
(1,672
)
 
1989
 
04/30/09
 
13 to 28 Years
The Great Escape
Algonquin, IL
 
(a)
 
4,171

 
5,613

 

 

 
4,171

 
5,613

 
9,784

 
(1,943
)
 
2007
 
04/30/09
 
13 to 38 Years
Tire Warehouse
Portland, ME
 
(a)
 
650

 
566

 

 

 
650

 
566

 
1,216

 
(58
)
 
1993
 
06/30/09
 
13 to 28 Years
Touchstone Imaging
Waco, TX
 
(a)
 
232

 
1,510

 

 

 
232

 
1,510

 
1,742

 
(149
)
 
1992
 
06/20/14
 
15 to 40 Years
Tractor Supply
Parkersburg, WV
 
(d)
 
966

 
1,843

 

 

 
966

 
1,843

 
2,809

 
(412
)
 
2005
 
07/17/13
 
7 to 37 Years
Tractor Supply
Ankeny, IA
 
(d)
 
687

 
2,162

 

 

 
687

 
2,162

 
2,849

 
(373
)
 
2006
 
07/17/13
 
8 to 43 Years
Tractor Supply
Marinette, WI
 
(d)
 
1,236

 
1,611

 

 

 
1,236

 
1,611

 
2,847

 
(397
)
 
2006
 
07/17/13
 
8 to 38 Years
Tractor Supply
Paw Paw, MI
 
(d)
 
1,517

 
1,619

 

 

 
1,517

 
1,619

 
3,136

 
(471
)
 
2006
 
07/17/13
 
8 to 33 Years
Tractor Supply
Rockford, MN
 
(d)
 
1,298

 
2,652

 

 

 
1,298

 
2,652

 
3,950

 
(523
)
 
2007
 
07/17/13
 
9 to 43 Years
Tractor Supply
Navasota, TX
 
(d)
 
1,013

 
1,772

 

 

 
1,013

 
1,772

 
2,785

 
(431
)
 
2006
 
07/17/13
 
8 to 41 Years
Tractor Supply
Fredericksburg, TX
 
(d)
 
1,194

 
1,636

 

 

 
1,194

 
1,636

 
2,830

 
(388
)
 
2007
 
07/17/13
 
8 to 42 Years
Tractor Supply
Fairview, TN
 
(d)
 
975

 
2,274

 

 

 
975

 
2,274

 
3,249

 
(411
)
 
2007
 
07/17/13
 
8 to 47 Years
Tractor Supply
Baytown, TX
 
(d)
 
1,440

 
1,712

 

 

 
1,440

 
1,712

 
3,152

 
(378
)
 
2007
 
07/17/13
 
9 to 39 Years
Tractor Supply
Prior Lake, MN
 
(d)
 
1,998

 
2,454

 

 

 
1,998

 
2,454

 
4,452

 
(645
)
 
1991
 
07/17/13
 
7 to 26 Years
Tractor Supply
Rome, NY
 
(d)
 
1,326

 
1,110

 

 

 
1,326

 
1,110

 
2,436

 
(338
)
 
2007
 
07/17/13
 
9 to 34 Years
Tractor Supply
Carroll, OH
 
(d)
 
1,144

 
4,557

 

 

 
1,144

 
4,557

 
5,701

 
(1,072
)
 
1976
 
07/17/13
 
3 to 30 Years
Tractor Supply
Baldwinsville, NY
 
(c)
 
1,105

 
2,008

 

 

 
1,105

 
2,008

 
3,113

 
(527
)
 
2005
 
07/17/13
 
11 to 37 Years

213

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Tractor Supply
La Grange, KY
 
(c)
 
1,524

 
1,871

 

 

 
1,524

 
1,871

 
3,395

 
(360
)
 
2008
 
07/17/13
 
10 to 48 Years
Tractor Supply
Lowville, NY
 
(c)
 
791

 
1,659

 

 

 
791

 
1,659

 
2,450

 
(331
)
 
2010
 
07/17/13
 
12 to 42 Years
Tractor Supply
Malone, NY
 
(c)
 
793

 
1,677

 

 

 
793

 
1,677

 
2,470

 
(377
)
 
2010
 
07/17/13
 
11 to 42 Years
Tractor Supply
Ellettsville, IN
 
(c)
 
894

 
1,872

 

 

 
894

 
1,872

 
2,766

 
(391
)
 
2010
 
07/17/13
 
11 to 47 Years
Tractor Supply
Mount Sterling, KY
 
(d)
 
1,785

 
1,051

 

 

 
1,785

 
1,051

 
2,836

 
(378
)
 
2011
 
07/17/13
 
12 to 38 Years
Tractor Supply
Clovis, NM
 
(a)
 
1,704

 
1,342

 

 

 
1,704

 
1,342

 
3,046

 
(467
)
 
2007
 
07/17/13
 
9 to 33 Years
Tutor Time
Pittsburgh, PA
 
(b)
 
457

 
693

 

 

 
457

 
693

 
1,150

 
(292
)
 
1985
 
07/17/13
 
5 to 15 Years
Tutor Time
Grand Rapids, MI
 
(d)
 
393

 
1,363

 

 

 
393

 
1,363

 
1,756

 
(168
)
 
2001
 
03/20/15
 
5 to 30 Years
Twin Peaks
Little Rock, AR
 
(a)
 
886

 

 

 

 
886

 

 
886

 

 
(f)
 
06/26/14
 
(f)
Twin Tiers Eye Care
Elmira, NY
 
(d)
 
184

 
3,902

 

 

 
184

 
3,902

 
4,086

 
(369
)
 
1985
 
04/30/15
 
15 to 30 Years
Twin Tiers Eye Care
Binghamton, NY
 
(d)
 
328

 
2,214

 

 

 
328

 
2,214

 
2,542

 
(213
)
 
1985
 
04/30/15
 
15 to 30 Years
Twin Tiers Eye Care
Bath, NY
 
(d)
 
72

 
707

 

 

 
72

 
707

 
779

 
(72
)
 
1970
 
04/30/15
 
15 to 30 Years
Twin Tiers Eye Care
Corning, NY
 
(d)
 
123

 
1,261

 

 

 
123

 
1,261

 
1,384

 
(125
)
 
1999
 
04/30/15
 
15 to 30 Years
Twin Tiers Eye Care
Endicott, NY
 
(d)
 
92

 
348

 

 

 
92

 
348

 
440

 
(44
)
 
2001
 
04/30/15
 
15 to 30 Years
Twin Tiers Eye Care
Watkins Glen, NY
 
(d)
 
113

 
318

 

 

 
113

 
318

 
431

 
(43
)
 
2002
 
04/30/15
 
15 to 30 Years
Uncle Ed's Oil Shoppe
Battle Creek, MI
 
(a)
 
211

 
419

 

 

 
211

 
419

 
630

 
(90
)
 
1981
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
247

 
333

 

 

 
247

 
333

 
580

 
(69
)
 
1982
 
07/30/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
201

 
362

 

 

 
201

 
362

 
563

 
(77
)
 
1987
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
312

 
262

 

 

 
312

 
262

 
574

 
(62
)
 
1984
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Troy, MI
 
(a)
 
322

 
392

 

 

 
322

 
392

 
714

 
(85
)
 
1984
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Portage, MI
 
(a)
 
423

 
262

 

 

 
423

 
262

 
685

 
(65
)
 
1985
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Madison Heights, MI
 
(a)
 
352

 
493

 

 

 
352

 
493

 
845

 
(110
)
 
1984
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
60

 
211

 

 

 
60

 
211

 
271

 
(44
)
 
1986
 
06/23/14
 
15 to 20 Years

214

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Uncle Ed's Oil Shoppe
Warren, MI
 
(a)
 
409

 
344

 

 

 
409

 
344

 
753

 
(76
)
 
1986
 
07/30/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Clawson, MI
 
(a)
 
262

 
242

 

 

 
262

 
242

 
504

 
(56
)
 
1984
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Livonia, MI
 
(a)
 
252

 
262

 

 

 
252

 
262

 
514

 
(62
)
 
1986
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Farmington Hills, MI
 
(a)
 
382

 
282

 

 

 
382

 
282

 
664

 
(73
)
 
1987
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
171

 
332

 

 

 
171

 
332

 
503

 
(82
)
 
1979
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Battle Creek, MI
 
(a)
 
302

 
262

 

 

 
302

 
262

 
564

 
(62
)
 
1987
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
St Clair Shores, MI
 
(a)
 
242

 
272

 

 

 
242

 
272

 
514

 
(64
)
 
1985
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Clinton Township, MI
 
(a)
 
141

 
282

 

 

 
141

 
282

 
423

 
(63
)
 
1987
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
352

 
262

 

 

 
352

 
262

 
614

 
(74
)
 
1987
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Bloomfield, MI
 
(a)
 
554

 
332

 

 

 
554

 
332

 
886

 
(82
)
 
1987
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Waterford, MI
 
(a)
 
292

 
362

 

 

 
292

 
362

 
654

 
(87
)
 
1989
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Troy, MI
 
(a)
 
281

 
267

 

 

 
281

 
267

 
548

 
(39
)
 
1989
 
12/03/14
 
15 to 30 Years
Uncle Ed's Oil Shoppe
Ann Arbor, MI
 
(a)
 
684

 
413

 

 

 
684

 
413

 
1,097

 
(93
)
 
1989
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Shelby Township, MI
 
(a)
 
387

 
355

 

 

 
387

 
355

 
742

 
(85
)
 
1989
 
07/30/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Chesterfield Township, MI
 
(a)
 
181

 
302

 

 

 
181

 
302

 
483

 
(72
)
 
1990
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Macomb Township, MI
 
(a)
 
181

 
262

 

 

 
181

 
262

 
443

 
(60
)
 
1986
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Ypsilanti, MI
 
(a)
 
1,107

 
745

 

 

 
1,107

 
745

 
1,852

 
(153
)
 
1999
 
06/23/14
 
15 to 30 Years
Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
503

 
342

 

 

 
503

 
342

 
845

 
(130
)
 
1989
 
06/23/14
 
15 to 20 Years
Uncle Ed's Oil Shoppe
Battle Creek, MI
 
(a)
 
594

 
262

 

 

 
594

 
262

 
856

 
(107
)
 
1998
 
06/23/14
 
15 to 20 Years

215

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Uncle Ed's Oil Shoppe
Kalamazoo, MI
 
(a)
 
141

 
141

 

 

 
141

 
141

 
282

 
(39
)
 
1959
 
06/23/14
 
15 to 20 Years
United Supermarkets
Childress, TX
 
(d)
 
747

 
934

 

 

 
747

 
934

 
1,681

 
(311
)
 
1997
 
05/23/05
 
7 to 40 Years
United Supermarkets
Amarillo, TX
 
(d)
 
3,559

 
4,575

 

 

 
3,559

 
4,575

 
8,134

 
(1,377
)
 
1999
 
05/23/05
 
14 to 40 Years
United Supermarkets
Levelland, TX
 
(d)
 
1,651

 
2,158

 

 

 
1,651

 
2,158

 
3,809

 
(674
)
 
1997
 
05/23/05
 
11 to 40 Years
United Supermarkets
Amarillo, TX
 
(d)
 
1,828

 
1,292

 

 

 
1,828

 
1,292

 
3,120

 
(522
)
 
1988
 
05/23/05
 
9 to 30 Years
United Supermarkets
Snyder, TX
 
(d)
 
2,062

 
2,963

 

 

 
2,062

 
2,963

 
5,025

 
(895
)
 
1999
 
05/23/05
 
14 to 40 Years
United Supermarkets
Amarillo, TX
 
(d)
 
1,573

 
1,586

 

 

 
1,573

 
1,586

 
3,159

 
(638
)
 
1989
 
05/23/05
 
9 to 30 Years
United Supermarkets
Wichita Falls, TX
 
(d)
 

 
6,259

 

 

 

 
6,259

 
6,259

 
(3,447
)
 
1997
 
05/23/05
 
13 to 20 Years
United Supermarkets
Plainview, TX
 
(d)
 
620

 
5,415

 

 

 
620

 
5,415

 
6,035

 
(1,495
)
 
2000
 
08/25/05
 
14 to 40 Years
United Supermarkets
Abilene, TX
 
(a)
 
1,586

 
2,230

 

 

 
1,586

 
2,230

 
3,816

 
(695
)
 
1979
 
03/27/13
 
6 to 20 Years
United Supermarkets
Muleshoe, TX
 
(c)
 
471

 
1,770

 

 

 
471

 
1,770

 
2,241

 
(390
)
 
1999
 
08/29/11
 
15 to 40 Years
United Supermarkets
Amarillo, TX
 
(a)
 
1,574

 
1,389

 

 

 
1,574

 
1,389

 
2,963

 
(559
)
 
1989
 
05/23/05
 
9 to 30 Years
United Supermarkets
Burkburnett, TX
 
(a)
 
2,030

 
2,706

 

 

 
2,030

 
2,706

 
4,736

 
(846
)
 
1997
 
05/23/05
 
11 to 40 Years
United Supermarkets
Lubbock, TX
 
(a)
 
1,782

 
2,055

 

 

 
1,782

 
2,055

 
3,837

 
(642
)
 
1997
 
05/23/05
 
11 to 40 Years
United Supermarkets
Perryton, TX
 
(a)
 
1,029

 
597

 

 

 
1,029

 
597

 
1,626

 
(225
)
 
1997
 
05/23/05
 
7 to 40 Years
United Supermarkets
Vernon, TX
 
(a)
 
1,791

 
2,550

 

 

 
1,791

 
2,550

 
4,341

 
(797
)
 
1997
 
05/23/05
 
11 to 40 Years
Unity Point Clinic
Oelwein, IA
 
(d)
 
226

 
681

 

 

 
226

 
681

 
907

 
(117
)
 
1995
 
08/18/14
 
5 to 30 Years
Vacant
Roswell, NM
 
(a)
 
1,002

 
3,177

 
(479
)
 
(1,700
)
 
523

 
1,477

 
2,000

 

 
2004
 
07/01/05
 
14 to 50 Years
Vacant
Kenosha, WI
 
(a)
 
3,421

 
7,407

 

 

 
3,421

 
7,407

 
10,828

 
(2,689
)
 
2004
 
07/01/05
 
14 to 40 Years
Vacant
New Hartford, NY
 
(a)
 
2,168

 
4,851

 
(1,549
)
 
(3,332
)
 
619

 
1,519

 
2,138

 
(24
)
 
2004
 
07/01/05
 
1 to 29 Years
Vacant
Rapid City, SD
 
(a)
 
878

 
1,657

 
(176
)
 
(1,010
)
 
702

 
647

 
1,349

 

 
1902
 
12/29/06
 
15 to 20 Years

216

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Vacant
Scottdale, PA
 
(c)
 
607

 
11,008

 
(524
)
 
(10,341
)
 
83

 
667

 
750

 

 
1959
 
12/28/06
 
3 to 10 Years
Vacant
Independence, MO
 
(a)
 
1,450

 
1,967

 
(843
)
 
(1,259
)
 
607

 
708

 
1,315

 
(9
)
 
2002
 
06/29/07
 
4 to 29 Years
Vacant
Valdosta, GA
 
(c)
 
2,930

 
5,012

 
(2,292
)
 
(3,963
)
 
638

 
1,049

 
1,687

 
(11
)
 
2012
 
06/14/13
 
9 to 35 Years
Vacant
Opelika, AL
 
(c)
 
2,117

 
5,737

 
(1,625
)
 
(4,437
)
 
492

 
1,300

 
1,792

 
(12
)
 
2012
 
06/14/13
 
10 to 35 Years
Vacant
Portsmouth, OH
 
(c)
 
219

 
2,049

 
(165
)
 
(1,549
)
 
54

 
500

 
554

 
(8
)
 
1997
 
07/17/13
 
1 to 34 Years
Vacant
Amherst, NY
 
(c)
 
1,868

 
7,503

 
(1,069
)
 
(4,385
)
 
799

 
3,118

 
3,917

 
(847
)
 
1993
 
07/17/13
 
2 to 40 Years
Vacant
Beaumont, TX
 
(c)
 
778

 
9,297

 
(522
)
 
(6,423
)
 
256

 
2,874

 
3,130

 
(110
)
 
1971
 
07/17/13
 
3 to 21 Years
Vacant
Greensboro, NC
 
(c)
 
2,776

 
3,990

 

 

 
2,776

 
3,990

 
6,766

 
(570
)
 
2007
 
07/17/13
 
10 to 47 Years
Vacant
Indianapolis, IN
 
(d)
 
1,640

 
8,063

 

 

 
1,640

 
8,063

 
9,703

 
(1,326
)
 
1999
 
07/17/13
 
7 to 33 Years
Vacant
Grove City, OH
 
(c)
 
2,050

 
3,288

 
(1,202
)
 
(1,981
)
 
848

 
1,307

 
2,155

 
(42
)
 
2008
 
07/17/13
 
6 to 34 Years
Vacant
Kansas City, KS
 
(d)
 
1,932

 
5,629

 

 

 
1,932

 
5,629

 
7,561

 
(834
)
 
2009
 
07/17/13
 
6 to 43 Years
Vacant
Tuscaloosa, AL
 
(c)
 
3,321

 
4,053

 
(2,392
)
 
(2,963
)
 
929

 
1,090

 
2,019

 
(9
)
 
2013
 
09/30/13
 
10 to 46 Years
Vacant
Lewisville, TX
 
(a)
 
1,767

 
8,086

 
(1,213
)
 
(5,677
)
 
554

 
2,409

 
2,963

 
(20
)
 
2002
 
03/31/14
 
4 to 36 Years
Vacant
Newnan, GA
 
(d)
 
2,938

 
4,472

 

 
319

 
2,938

 
4,791

 
7,729

 
(473
)
 
2014
 
07/03/14
 
15 to 40 Years
Valley Surgical Center
Steubenville, OH
 
(d)
 
363

 
3,726

 

 

 
363

 
3,726

 
4,089

 
(376
)
 
2009
 
08/18/14
 
14 to 40 Years
VASA Fitness
Taylorsville, UT
 
(d)
 
1,496

 
3,593

 

 

 
1,496

 
3,593

 
5,089

 
(434
)
 
1988
 
11/20/15
 
12 to 20 Years
Veloce Indoor Speedway
Knoxville, TN
 
(d)
 
1,508

 
2,017

 
188

 
3,021

 
1,696

 
5,038

 
6,734

 
(252
)
 
1987
 
12/10/15
 
9 to 60 Years
Verizon
Covington, TN
 
(d)
 
343

 
152

 

 

 
343

 
152

 
495

 
(88
)
 
2007
 
07/17/13
 
3 to 24 Years
Walgreens
Olivette, MO
 
(c)
 
1,816

 
5,917

 

 

 
1,816

 
5,917

 
7,733

 
(808
)
 
2001
 
07/17/13
 
11 to 42 Years
Walgreens
Columbia, MO
 
(c)
 
1,047

 
5,242

 

 

 
1,047

 
5,242

 
6,289

 
(602
)
 
2002
 
07/17/13
 
9 to 44 Years
Walgreens
Knoxville, TN
 
(d)
 
2,107

 
3,334

 

 

 
2,107

 
3,334

 
5,441

 
(504
)
 
2000
 
07/17/13
 
6 to 40 Years
Walgreens
Picayune, MS
 
(d)
 
954

 
3,132

 

 

 
954

 
3,132

 
4,086

 
(406
)
 
2006
 
07/17/13
 
10 to 42 Years
Walgreens
Madeira, OH
 
(d)
 
951

 
3,978

 

 

 
951

 
3,978

 
4,929

 
(506
)
 
1998
 
07/17/13
 
5 to 44 Years
Walgreens
Shreveport, LA
 
(d)
 
1,461

 
3,605

 

 

 
1,461

 
3,605

 
5,066

 
(517
)
 
1999
 
07/17/13
 
6 to 40 Years
Walgreens
Gainesville, FL
 
(d)
 
922

 
2,705

 

 

 
922

 
2,705

 
3,627

 
(381
)
 
1998
 
07/17/13
 
4 to 40 Years
Walgreens
Bridgetown, OH
 
(d)
 
1,015

 
3,769

 

 

 
1,015

 
3,769

 
4,784

 
(503
)
 
1999
 
07/17/13
 
5 to 43 Years
Walgreens
Dallas, TX
 
(d)
 
735

 
3,328

 

 

 
735

 
3,328

 
4,063

 
(440
)
 
1996
 
07/17/13
 
3 to 40 Years
Walgreens
Houston, TX
 
(d)
 
1,079

 
3,582

 

 

 
1,079

 
3,582

 
4,661

 
(465
)
 
2001
 
07/17/13
 
6 to 40 Years
Walgreens
Bryan, TX
 
(d)
 
1,049

 
5,633

 

 

 
1,049

 
5,633

 
6,682

 
(703
)
 
2001
 
07/17/13
 
6 to 40 Years
Walgreens
Fort Worth, TX
 
(d)
 
1,601

 
1,894

 

 

 
1,601

 
1,894

 
3,495

 
(318
)
 
1999
 
07/17/13
 
6 to 39 Years

217

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Walgreens
Kansas City, MO
 
(d)
 
634

 
4,341

 

 

 
634

 
4,341

 
4,975

 
(571
)
 
1997
 
07/17/13
 
4 to 43 Years
Walgreens
Kansas City, MO
 
(d)
 
532

 
3,549

 

 

 
532

 
3,549

 
4,081

 
(515
)
 
1998
 
07/17/13
 
4 to 39 Years
Walgreens
Kansas City, MO
 
(d)
 
862

 
4,367

 

 

 
862

 
4,367

 
5,229

 
(571
)
 
2000
 
07/17/13
 
6 to 42 Years
Walgreens
Kansas City, MO
 
(d)
 
518

 
4,234

 

 

 
518

 
4,234

 
4,752

 
(554
)
 
1999
 
07/17/13
 
6 to 43 Years
Walgreens
Topeka, KS
 
(d)
 
912

 
2,681

 

 

 
912

 
2,681

 
3,593

 
(423
)
 
1999
 
07/17/13
 
6 to 38 Years
Walgreens
DeSoto, TX
 
(c)
 
1,007

 
2,313

 

 

 
1,007

 
2,313

 
3,320

 
(362
)
 
1997
 
07/17/13
 
5 to 40 Years
Walgreens
Waco, TX
 
(d)
 
858

 
3,455

 

 

 
858

 
3,455

 
4,313

 
(518
)
 
1998
 
07/17/13
 
5 to 35 Years
Walgreens
Cincinnati, OH
 
(c)
 
1,527

 
4,307

 

 

 
1,527

 
4,307

 
5,834

 
(571
)
 
2000
 
07/17/13
 
7 to 42 Years
Walgreens
Batesville, MS
 
(c)
 
421

 
3,932

 

 

 
421

 
3,932

 
4,353

 
(480
)
 
2007
 
07/17/13
 
10 to 42 Years
Walgreens
Elmira, NY
 
(d)
 
1,066

 
4,230

 

 

 
1,066

 
4,230

 
5,296

 
(563
)
 
2007
 
07/17/13
 
12 to 43 Years
Walgreens
Albany, GA
 
(d)
 
961

 
3,314

 

 

 
961

 
3,314

 
4,275

 
(443
)
 
2008
 
07/17/13
 
12 to 43 Years
Walgreens
Rome, NY
 
(d)
 
1,135

 
3,104

 

 

 
1,135

 
3,104

 
4,239

 
(415
)
 
2007
 
07/17/13
 
13 to 43 Years
Walgreens
Columbus, MS
 
(c)
 
769

 
3,475

 

 

 
769

 
3,475

 
4,244

 
(443
)
 
2004
 
07/17/13
 
11 to 41 Years
Walgreens
Crossville, TN
 
(c)
 
1,890

 
3,680

 

 

 
1,890

 
3,680

 
5,570

 
(498
)
 
2001
 
07/17/13
 
7 to 41 Years
Walgreens
Jacksonville, FL
 
(c)
 
521

 
4,365

 

 

 
521

 
4,365

 
4,886

 
(561
)
 
2000
 
07/17/13
 
7 to 40 Years
Walgreens
LaMarque, TX
 
(c)
 
464

 
3,139

 

 

 
464

 
3,139

 
3,603

 
(467
)
 
2000
 
07/17/13
 
7 to 40 Years
Walgreens
Tulsa, OK
 
(d)
 
741

 
3,179

 

 

 
741

 
3,179

 
3,920

 
(438
)
 
1994
 
07/17/13
 
1 to 35 Years
Walgreens
Newton, IA
 
(c)
 
365

 
4,475

 

 

 
365

 
4,475

 
4,840

 
(553
)
 
2001
 
07/17/13
 
7 to 44 Years
Walgreens
Seattle, WA
 
(c)
 
2,589

 
4,245

 

 

 
2,589

 
4,245

 
6,834

 
(558
)
 
2002
 
07/17/13
 
9 to 43 Years
Walgreens
Evansville, IN
 
(c)
 
1,249

 
3,924

 

 

 
1,249

 
3,924

 
5,173

 
(528
)
 
2007
 
07/17/13
 
12 to 44 Years
Walgreens
Canton, IL
 
(d)
 
703

 
4,098

 

 

 
703

 
4,098

 
4,801

 
(535
)
 
2006
 
07/17/13
 
12 to 43 Years
Walgreens
Memphis, TN
 
(d)
 
961

 
5,389

 

 

 
961

 
5,389

 
6,350

 
(659
)
 
2002
 
07/17/13
 
12 to 43 Years
Walgreens
Parkville, MO
 
(d)
 
1,854

 
2,568

 

 

 
1,854

 
2,568

 
4,422

 
(441
)
 
2006
 
07/17/13
 
11 to 38 Years
Walgreens
San Antonio, TX
 
(d)
 
841

 
3,909

 

 

 
841

 
3,909

 
4,750

 
(494
)
 
2004
 
07/17/13
 
14 to 40 Years
Walgreens
Mount Pleasant, TX
 
(d)
 
1,192

 
4,578

 

 

 
1,192

 
4,578

 
5,770

 
(627
)
 
2009
 
07/17/13
 
14 to 43 Years
Walgreens
Saginaw, MI
 
(a)
 
1,064

 
3,906

 

 

 
1,064

 
3,906

 
4,970

 
(527
)
 
2000
 
07/17/13
 
7 to 41 Years
Wal-Mart
Anderson, SC
 
(d)
 
4,770

 
6,883

 

 

 
4,770

 
6,883

 
11,653

 
(2,745
)
 
1993
 
07/17/13
 
0 to 21 Years
Wal-Mart
Spencer, IN
 
(d)
 
971

 
2,483

 

 

 
971

 
2,483

 
3,454

 
(740
)
 
1987
 
07/17/13
 
4 to 22 Years
Wal-Mart
New London, WI
 
(d)
 
1,008

 
2,094

 

 

 
1,008

 
2,094

 
3,102

 
(918
)
 
1991
 
07/17/13
 
3 to 18 Years
Wendy's
Pineville, LA
 
(a)
 
558

 
1,044

 

 

 
558

 
1,044

 
1,602

 
(485
)
 
1996
 
06/25/04
 
11 to 30 Years
Wendy's
Greenville, TX
 
(a)
 
223

 
304

 

 

 
223

 
304

 
527

 
(188
)
 
1985
 
12/29/05
 
15 to 20 Years
Wendy's
Forsyth, GA
 
(a)
 
495

 
1,007

 

 

 
495

 
1,007

 
1,502

 
(467
)
 
1984
 
01/12/06
 
15 to 30 Years

218

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


Wendy's
Madison, GA
 
(a)
 
892

 
739

 

 

 
892

 
739

 
1,631

 
(364
)
 
1989
 
01/12/06
 
15 to 40 Years
Winco Grocery
Eureka, CA
 
(d)
 
3,108

 
12,817

 

 

 
3,108

 
12,817

 
15,925

 
(1,779
)
 
1960
 
07/17/13
 
3 to 40 Years
Yard House
Cincinnati, OH
 
(a)
 
1,614

 
4,134

 

 

 
1,614

 
4,134

 
5,748

 
(504
)
 
2013
 
01/15/14
 
9 to 40 Years
YouFit
Sartell, MN
 
(b)
 
3,092

 
3,765

 

 

 
3,092

 
3,765

 
6,857

 
(696
)
 
2001
 
12/16/14
 
15 to 30 Years
YouFit
Saint Cloud, MN
 
(b)
 
912

 
1,427

 

 

 
912

 
1,427

 
2,339

 
(270
)
 
1989
 
12/16/14
 
15 to 20 Years
YouFit
Chandler, AZ
 
(a)
 
1,326

 
2,665

 

 

 
1,326

 
2,665

 
3,991

 
(160
)
 
2007
 
09/30/16
 
10 to 30 Years
YouFit
Phoenix, AZ
 
(a)
 
1,402

 
2,879

 

 

 
1,402

 
2,879

 
4,281

 
(177
)
 
2008
 
09/30/16
 
10 to 30 Years
Zaxby's
Jonesboro, GA
 
(d)
 
679

 
1,736

 

 

 
679

 
1,736

 
2,415

 
(170
)
 
2006
 
07/01/15
 
15 to 30 Years
Zaxby's
College Park, GA
 
(d)
 
839

 
1,439

 

 

 
839

 
1,439

 
2,278

 
(152
)
 
2007
 
07/01/15
 
15 to 30 Years
Zaxby's
Riverdale, GA
 
(d)
 
741

 
1,789

 

 

 
741

 
1,789

 
2,530

 
(164
)
 
2010
 
09/17/15
 
15 to 30 Years
Zips Car Wash
Arlington, TN
 
(d)
 
867

 
1,487

 

 

 
867

 
1,487

 
2,354

 
(149
)
 
2010
 
09/30/15
 
15 to 30 Years
Zips Car Wash
Edmond, OK
 
(d)
 
644

 
1,896

 

 

 
644

 
1,896

 
2,540

 
(168
)
 
2005
 
09/30/15
 
15 to 30 Years
Zips Car Wash
Oklahoma City, OK
 
(d)
 
545

 
1,995

 

 

 
545

 
1,995

 
2,540

 
(174
)
 
2005
 
09/30/15
 
15 to 30 Years
Zips Car Wash
Oklahoma City, OK
 
(d)
 
1,004

 
1,933

 

 

 
1,004

 
1,933

 
2,937

 
(191
)
 
2005
 
09/30/15
 
15 to 30 Years
Zips Car Wash
Sherwood, AR
 
(d)
 
1,128

 
1,388

 

 

 
1,128

 
1,388

 
2,516

 
(164
)
 
2010
 
09/30/15
 
15 to 30 Years
Zips Car Wash
Siloam Springs, AR
 
(d)
 
991

 
1,884

 

 

 
991

 
1,884

 
2,875

 
(182
)
 
2005
 
09/30/15
 
15 to 30 Years
Zips Car Wash
Springdale, AR
 
(d)
 
520

 
2,032

 

 

 
520

 
2,032

 
2,552

 
(180
)
 
2005
 
09/30/15
 
15 to 30 Years
Zips Car Wash
Texarkana, TX
 
(d)
 
483

 
1,400

 

 

 
483

 
1,400

 
1,883

 
(125
)
 
2010
 
09/30/15
 
15 to 30 Years
Zips Car Wash
San Antonio, TX
 
(d)
 
1,422

 
1,108

 

 
110

 
1,422

 
1,218

 
2,640

 
(50
)
 
2010
 
03/29/17
 
10 to 30 Years
Zips Car Wash
Converse, TX
 
(d)
 
1,253

 
1,493

 

 
199

 
1,253

 
1,692

 
2,945

 
(75
)
 
2011
 
03/29/17
 
10 to 30 Years
Zips Car Wash
Universal City, TX
 
(d)
 
1,167

 
1,440

 

 
123

 
1,167

 
1,563

 
2,730

 
(40
)
 
2011
 
06/30/17
 
15 to 30 Years
Zips Car Wash
New Braunfels, TX
 
(d)
 
1,261

 
1,571

 

 
110

 
1,261

 
1,681

 
2,942

 
(57
)
 
2010
 
03/29/17
 
10 to 30 Years
Zips Car Wash
Seguin, TX
 
(d)
 
621

 
1,264

 

 
110

 
621

 
1,374

 
1,995

 
(56
)
 
2010
 
03/29/17
 
10 to 30 Years
 
 
 
 
 
2,618,723

 
4,689,916

 
(29,793
)
 
2,461

 
2,588,930

 
4,692,377

 
7,281,307

 
(1,075,643
)
 
 
 
 
 
 


219

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 
 
 
 
 
Initial Cost to Company
 
Cost Capitalized Subsequent to Acquisition including impairment
 
 Gross Amount at December 31, 2017 (g)
 
 
 
 
 
 
 
 
Concept
City, State
 
 Encumbrances (e)
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Land and Improvements
 
Buildings and Improvements
 
 Total
 
 Final Accumulated Depreciation
 
Date of Construction
 
Date Acquired
 
Life in which depreciation in latest Statement of Operations is computed


(a)
Represents properties collateralized with Master Trust 2014 debt of $1,981,166, including $45,366 of debt held by the Company.
(b)
Represents properties collateralized with Master Trust 2013 debt of $312,704.
(c)
Represents properties collateralized with fixed CMBS debt of $323,749.
(d)
Represents unencumbered properties.
(e)
The aggregate cost of properties for federal income tax purposes is approximately $6.03 billion at December 31, 2017
(f)
Represents land only properties with no depreciation and therefore date of construction and estimated life for depreciation not applicable.
(g)
As of December 31, 2017, certain direct finance lease and held for sale properties has fixed CMBS debt of $8,898 and are not included in the table above.

 
2017
 
2016
 
2015
Land, buildings, and improvements
 
 
 
 
 
Balance at the beginning of the year
$
7,479,231

 
$
7,527,369

 
$
7,193,796

Additions:
 
 
 
 
 
Acquisitions, capital expenditures, and reclassifications from held for sale and deferred financing leases
337,497

 
691,332

 
873,344

Deductions:
 
 
 
 
 
Dispositions of land, buildings, and improvements and other adjustments
(422,653
)
 
(508,961
)
 
(405,437
)
Reclassifications to held for sale
(34,813
)
 
(150,529
)
 
(74,638
)
Impairments
(77,955
)
 
(79,980
)
 
(59,696
)
Gross Real Estate Balance at close of the year
$
7,281,307

 
$
7,479,231

 
$
7,527,369

 
 
 
 
 
 
Accumulated depreciation and amortization
 
 
 
 
 
Balance at the beginning of the year
$
(940,005
)
 
$
(860,954
)
 
$
(752,210
)
Additions:
 
 
 
 
 
Depreciation expense and reclassifications from held for sale
(219,803
)
 
(221,993
)
 
(210,395
)
Deductions:
 
 
 
 
 
Dispositions of land, buildings, and improvements and other adjustments
82,156

 
127,787

 
80,965

Reclassifications to held for sale
2,009

 
15,155

 
20,686

Balance at close of the year
(1,075,643
)
 
(940,005
)
 
(860,954
)
 
 
 
 
 
 
Net Real Estate Investment
$
6,205,664

 
$
6,539,226

 
$
6,666,415


220

SPIRIT REALTY CAPITAL, INC.
Schedule IV
Mortgage Loans on Real Estate
As of December 31, 2017
(In thousands)

Description
 
Location(s)
 
Stated Interest Rate
 
Final Maturity Date (1)
 
Periodic Payment Terms
 
Prior Liens
 
Face Amount of Mortgages
 
Carrying Amount of Mortgages (2)
 
Principal Amount of Loans Subject to Delinquent Principal or Interest (3)
Restaurants - Casual Dining
 
AL, AR, AZ (3), GA, KS, KY, LA, MA, MD, MI, NC (2), NJ, OK, PA, SC (2), TN, TX (2), WV
 
9.84%
 
8/1/2020
 
Principal & Interest (4)
 
$

 
$
37,939

 
$
31,776

 
$

Restaurants - Quick Service
 
AZ (2), CA, FL (6), GA (3), MA, MD, MI (2), NC, VA (3)
 
10.47%
 
10/1/2020
 
Principal & Interest (5)
 

 
17,711

 
13,937

 

Automotive Parts
 
TX (24), LA (2)
 
8.60% - 9.35%
 
1/1/2021
 
Principal & Interest (6)
 

 
10,588

 
8,459

 

Restaurants - Casual Dining
 
CO (3), IL, KS, MI (2), MO, OH (2), OK, SD, TN
 
4.00% - 9.00%
 
9/25/2020
 
Mixed (7)
 

 
13,125

 
9,939

 

Grocery
 
CA
 
5.00%
 
6/29/2018
 
Interest Only (8)
 

 
9,000

 
9,000

 

Restaurants < 3%
 
OH (3), PA (2)
 
9.55%
 
5/1/2026
-
7/1/2028
 
Principal & Interest
 

 
2,635

 
1,501

 
1,469

Total
 
 
 
 
 
 
 
 
 
 
 
$

 
$
90,998

 
$
74,612

 
$
1,469

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Reflects current maturity of the investment and does not consider any options to extend beyond the current maturity
 
 
 
 
 
 
 
 
(2) The aggregate tax basis of the mortgage loans outstanding on December 31, 2017 was $69.9 million.
 
 
 
 
 
 
 
 
 
(3) One borrower associated with two properties filed for bankruptcy November 11, 2017, the remaining balance of the mortgage notes and related accrued interest have been fully reserved, totaling $360.0 thousand. Delinquent balances in the amount of $29.0 thousand have been reserved related to one borrower associated with three properties.
(4)  Balloon payment of $21.5 million due at maturity
 
 
 
 
 
 
 
 
 
(5)  Balloon payments of $7.2 million due at maturity
 
 
 
 
 
 
 
 
 
(6)  Consists of two notes, $6.6 million at 9.35% and $4.0 million at 8.60% with a combined balloon payment of $5.0 million due at maturity
(7)  Deferred interest (4.0%) year 1, Interest only (4.0%) year 2, Principal and interest (9.0%) year 3, Balloon payment of $8.6 million due at maturity
(8)  Balloon payment of $9.0 million due at maturity
 
 
 
 
 
 
 
 
 

221

SPIRIT REALTY CAPITAL, INC.
Schedule IV
Mortgage Loans on Real Estate
As of December 31, 2017
(In thousands)

 
2017
 
2016
 
2015
Reconciliation of Mortgage Loans on Real Estate
 
 
 
 
 
Balance January 1,
$
62,604

 
$
100,082

 
$
109,046

Additions during period
 
 
 
 
 
New mortgage loans
24,015

 

 

Deductions during period
 
 
 
 
 
Collections of principal (inclusive of loans receivable exchanged for real estate acquired)
(9,462
)
 
(34,686
)
 
(6,497
)
Amortization of premium
(2,156
)
 
(2,792
)
 
(2,466
)
Amortization of capitalized loan origination costs

 

 
(1
)
Mortgage loans receivable December 31,
75,001

 
62,604

 
100,082

Mortgage loan loss provisions
(389
)
 

 

 
74,612

 
62,604

 
100,082

Equipment and other loans receivable
5,355

 
4,474

 
4,245

Provision for other loan loss

 
(500
)
 
(324
)
 
5,355

 
3,974

 
3,921

Total loans receivable
$
79,967

 
$
66,578

 
$
104,003



222


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
SPIRIT REALTY CAPITAL, INC.
(Registrant)
 
 
 
 
By:
/s/ Prakash J. Parag
 
Name:
Prakash J. Parag
 
Title:
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
Date: February 22, 2018

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jackson Hsieh, Phillip D. Joseph, Jr. and Jay Young, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Spirit Realty Capital, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities and Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Jackson Hsieh
President and Chief Executive Officer (Principal Executive Officer)
February 22, 2018
 
 
 
/s/ Phillip D. Joseph, Jr.
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
February 22, 2018
 
 
 
/s/ Prakash J. Parag
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
February 22, 2018
 
 
 
/s/ Kevin M. Charlton
Director
February 22, 2018
 
 
 
/s/ Todd A. Dunn
Director
February 22, 2018
 
 
 
/s/ Richard I. Gilchrist
Director
February 22, 2018
 
 
 
/s/ Diane M. Morefield
Director
February 22, 2018
 
 
 
/s/ Sheli Z. Rosenberg
Director
February 22, 2018
 
 
 
/s/ Thomas D. Senkbeil
Director
February 22, 2018
 
 
 
/s/ Nicholas P. Shepherd
Director
February 22, 2018

223


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
SPIRIT REALTY, L.P.
(Registrant)
 
 
 
 
By:
Spirit Realty Capital, Inc., in its capacity as sole member of Spirit General Holdings, LLC, as sole general partner and on behalf of Spirit Realty, L.P.
 
By:
/s/ Prakash J. Parag
 
Name:
Prakash J. Parag
 
Title:
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
Date: February 22, 2018
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jackson Hsieh, Phillip D. Joseph, Jr. and Jay Young, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Spirit Realty Capital, Inc., in its capacity as sole member of Spirit General Holdings, LLC, as sole general partner and on behalf of Spirit Realty, L.P., to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities and Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Jackson Hsieh
President and Chief Executive Officer (Principal Executive Officer)
February 22, 2018
 
 
 
/s/ Phillip D. Joseph, Jr.
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
February 22, 2018
 
 
 
/s/ Prakash J. Parag
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
February 22, 2018
 
 
 
/s/ Kevin M. Charlton
Director
February 22, 2018
 
 
 
/s/ Todd A. Dunn
Director
February 22, 2018
 
 
 
/s/ Richard I. Gilchrist
Director
February 22, 2018
 
 
 
/s/ Diane M. Morefield
Director
February 22, 2018
 
 
 
/s/ Sheli Z. Rosenberg
Director
February 22, 2018
 
 
 
/s/ Thomas D. Senkbeil
Director
February 22, 2018
 
 
 
/s/ Nicholas P. Shepherd
Director
February 22, 2018

224