Toggle SGML Header (+)


Section 1: 8-K (8-K Q3 2019 EARNINGS)

src-8k_20191105.htm
false false 0001308606 0001308606 2019-11-05 2019-11-05 0001308606 src:SpiritRealtyLPMember 2019-11-05 2019-11-05 0001308606 us-gaap:CommonStockMember 2019-11-05 2019-11-05 0001308606 us-gaap:CumulativePreferredStockMember 2019-11-05 2019-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2019

 

SPIRIT REALTY CAPITAL, INC.

SPIRIT REALTY, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Maryland

(Spirit Realty Capital, Inc.)

 

001-36004

 

20-1676382

(Spirit Realty Capital, Inc.)

 

 

 

 

 

Delaware

(Spirit Realty, L.P.)

 

333-216815-01

 

20-1127940

(Spirit Realty, L.P.)

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

2727 North Harwood Street, Suite 300

Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 476-1900

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

 

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Spirit Realty Capital, Inc.

Common stock, par value $0.05 per share

SRC

New York Stock Exchange

Spirit Realty Capital, Inc.

6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share

SRC-A

New York Stock Exchange

 


 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

Spirit Realty Capital, Inc.Emerging growth company

Spirit Realty, L.P.Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Spirit Realty Capital, Inc.  Spirit Realty, L.P.  

 

 


ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 5, 2019, Spirit Realty Capital, Inc. (the “Company”), issued (i) a press release reporting its results of operations for the third fiscal quarter ended September 30, 2019, a copy of which is attached hereto as Exhibit 99.1, and (ii) a supplemental report of financial and operating information of the Company for the third fiscal quarter ended September 30, 2019, a copy of which is attached hereto as Exhibit 99.2.

The information set forth in Item 2.02 and in the attached Exhibits 99.1 and 99.2 is being "furnished" and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

 

 

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

 

 

 

 

99.1

Earnings press release, dated November 5, 2019

 

 

99.2

Supplemental report of financial and operating information for the quarter ended September 30, 2019

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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 hereunto duly authorized.

 

SPIRIT REALTY CAPITAL, INC.

 

 

By:

 

/s/ Michael C. Hughes        

 

 

Michael C. Hughes

Chief Financial Officer and Executive Vice President (Principal Financial Officer)

Date: November 5, 2019

 

 

(Back To Top)

Section 2: EX-99.1 (EX-99.1 PRESS RELEASE)

src-ex991_6.htm

Exhibit 99.1

Press Release

 

Spirit Realty Capital, Inc.

Announces Third Quarter of 2019

Financial and Operating Results

- Invested $277 Million in Acquisitions and Revenue Producing Capital Expenditures -

- Issued $300 Million of 3.20% Senior Unsecured Notes Due 2027 and

$500 million of 3.40% Senior Unsecured Notes Due 2030 -

- Generated Net Income of $0.87 per Share, FFO of $1.06 per Share, AFFO of $1.27 per Share and AFFO Excluding Termination Fee Income of $0.87 per Share -

- Settled 9.6 Million Shares for Gross Proceeds of $395.5 Million -

Dallas, TX— November 5, 2019 —Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit" or the "Company"), a net-lease real estate investment trust ("REIT") that invests in single-tenant, operationally essential real estate, today reported its financial and operating results for the third quarter ended September 30, 2019.

THIRD QUARTER 2019 HIGHLIGHTS

 

Invested $276.5 million, including $270.6 million for the acquisition of 69 properties, with an initial weighted average cash yield of 6.84% and an economic yield of 7.61%.

 

Issued $300.0 million of Spirit Realty, L.P.’s 3.20% Senior Unsecured Notes due 2027 and $500.0 million of Spirit Realty, L.P.’s 3.40% Senior Unsecured Notes due 2030.

 

Generated net income from continuing operations of $0.87 vs $0.32 per diluted share, FFO of $1.06 vs $0.80 per share and AFFO of $1.27 vs $0.85 per share, compared to the same quarter in 2018. AFFO excluding the termination fee income received from SMTA related to SMTA’s termination of the Asset Management Agreement, net of the income tax expense impact, was $0.87 per share for the third quarter of 2019.

 

Settled 9.6 million shares of common stock, generating gross proceeds of $395.5 million and net proceeds of $375.7 million, which settled the remaining forward contracts entered into in connection with the underwritten public offering of common stock completed in the second quarter of 2019.

 

Received an upgraded credit rating from BBB- to BBB/stable from Fitch Ratings.

 

Received $265 million in aggregate proceeds from transactions associated with SMTA’s sale of Master Trust 2014.

 

Had corporate liquidity of $1.16 billion as of September 30, 2019, comprised of availability under the unsecured revolving credit facility and cash and cash equivalents.

CEO COMMENTS

“We set three key objectives for 2019: assist the SMTA trustees with their accelerated strategic process, improve our predictive analytics to deliver high quality operations and successfully execute our capital allocation plan. I am very pleased with all the team has accomplished, and we are now a 100% simplified triple net-lease REIT. This quarter, we received $265 million in aggregate proceeds from SMTA, our operations continue to yield strong results and our acquisition pipeline continues to build. We also returned to the capital markets, issuing $800 million in unsecured bonds at an average coupon rate of 3.3%, further simplifying our balance sheet and lowering our long-term cost of capital. With the acceleration of our acquisition pipeline in the fourth quarter, we are upwardly revising our full year earnings and acquisition guidance and looking forward to a strong finish in 2019,” stated Jackson Hsieh, President and Chief Executive Officer.


 

1 | Page


FINANCIAL RESULTS

Total revenues from continuing operations for the three months ended September 30, 2019 were $166.9 million, compared to $109.6 million for the same period in 2018. Total revenues from continuing operations for the nine months ended September 30, 2019 were $395.3 million, compared to $315.6 million for the same period in 2018.

Net income attributable to common stockholders for the three months ended September 30, 2019 was $78.7 million, or $0.87 per diluted share, compared to $27.5 million, or $0.32 per diluted share, for the same period in 2018. Net income attributable to common stockholders for the nine months ended September 30, 2019 was $162.8 million, or $1.85 per diluted share, compared to $70.2 million, or $0.80 per diluted share, for the same period in 2018.

FFO for the three months ended September 30, 2019 was $96.1 million, or $1.06 per diluted share, compared to $68.5 million, or $0.80 per diluted share, for the same period in 2018. FFO for the nine months ended September 30, 2019 was $231.5 million, or $2.63 per diluted share, compared to $242.9 million, or $2.80 per diluted share, for the same period in 2018.

AFFO for the three months ended September 30, 2019 was $115.4 million, or $1.27 per diluted share, compared to $73.0 million, or $0.85 per diluted share, for the same period in 2018. AFFO for the nine months ended September 30, 2019 was $265.1 million, or $3.01 per diluted share, compared to $255.4 million, or $2.94 per diluted share, for the same period in 2018. AFFO excluding the termination fee income from SMTA, net of the income tax expense impact, received from SMTA in connection with its termination of the Asset Management Agreement was $0.87 and $2.59 for the three and nine months ended September 30, 2019, respectively.

PORTFOLIO HIGHLIGHTS

During the three months ended September 30, 2019, Spirit invested $270.6 million in the acquisition of 69 properties through seven transactions, with an initial weighted-average cash yield of approximately 6.82%, an economic yield of 7.61% and a weighted average lease term of 13.7 years. Additionally, the Company invested $5.9 million in revenue producing capital expenditures related to four existing properties.

During the three months ended September 30, 2019, Spirit disposed of nine properties for $68.1 million in gross proceeds, including the sale of eight income producing properties for $67.7 million, with a weighted average capitalization rate of 6.05%.

During the nine months ended September 30, 2019, Spirit invested $717.7 million in the acquisition of 195 properties through 22 transactions, with an initial weighted-average cash yield of approximately 6.87%, an economic yield of 7.84% and a weighted average lease term of 15.3 years. Additionally, the Company invested $30.2 million in revenue producing capital expenditures related to 17 existing properties.

During the nine months ended September 30, 2019, Spirit disposed of 34 properties for $245.2 million in gross proceeds, including the sale of 20 income producing properties for $202.6 million, with a weighted average capitalization rate of 6.88%. One of the disposed properties was transferred to the CMBS lender, resulting in the resolution of $10.4 million in secured debt.

At September 30, 2019, Spirit's diversified real estate portfolio was occupied at 99.6% and was comprised of 1,623 owned properties, of which six were vacant, and 43 properties securing mortgage loans.

DIVIDEND

The Board of Directors declared a quarterly cash dividend of $0.625 per share of common stock, representing an annualized rate of $2.50 per share. The Board of Directors also declared a quarterly cash dividend of $0.375 per preferred share. The quarterly common dividend was paid on October 15, 2019 to stockholders of record as of September 30, 2019 and the preferred dividend was paid on September 30, 2019 to stockholders of record as of September 13, 2019.

 


 

2 | Page


BALANCE SHEET, LIQUIDITY & CAPITAL MARKETS

 

 

Generated gross proceeds of $562.9 million through issuance of 13.8 million shares of common stock during the nine months ended September 30, 2019, comprised of $471.5 million for the issuance of 11.5 million shares to fully settle forward contracts related to the underwritten public offering and $91.4 million for the issuance of 2.3 million shares under the ATM Program.

 

On September 16, 2019, Spirit Realty, L.P. issued $300 million of 3.20% Senior Unsecured Notes due 2027 and $500 million of 3.40% Senior Unsecured Notes due 2030, both of which are unconditionally guaranteed by Spirit Realty Capital, Inc. Proceeds were used to repay and terminate the A-1 Term Loans and A-2 Term Loans, which bore interest at LIBOR plus an applicable margin of 1.00% per annum.

 

On September 20, 2019, Spirit received approximately $265.0 million in aggregate proceeds from transactions associated with SMTA’s sale of Master Trust 2014 comprised of:

 

-

$153.3 million for the repurchase of 10.0% Series A SMTA Preferred Stock, including accrued dividends,

 

-

$48.2 million in termination fees for the termination of the Asset Management Agreement,

 

-

$34.4 million for the redemption of Master Trust 2014 notes held by Spirit, including an early repayment premium, and

 

-

$29.1 million for the sale of Pilot Travel Centers, less repayment of the related party loans payable.

 

On July 26, 2019, Spirit received an upgraded credit rating from BBB- to BBB/stable from Fitch Ratings.

 

As of September 30, 2019, Adjusted Debt to Annualized Adjusted EBITDAre was 4.0x.

 

As of November 1, 2019, Spirit had approximately $301.2 million in cash and cash equivalents and $800.0 million of available borrowing capacity under its unsecured credit facility.

 

As of November 1, 2019, Spirit had an outstanding share count of 99,730,000.

2019 GUIDANCE

The Company is revising its full-year guidance for 2019 to:

 

AFFO of $3.31 to $3.34 per share(1),

 

Capital deployment of $1.10 billion to $1.30 billion (comprising acquisitions, revenue producing capital expenditures and development deals),

 

Asset dispositions of $225.0 million to $275.0 million (excluding proceeds from the disposition of Pilot Travel Centers related to the Master Trust 2014 transaction), and

 

Adjusted Debt to Adjusted EBITDAre of 4.8x to 5.2x.

 

(1)

Excludes impact of the termination fee income received from SMTA, net of the income tax expense impact, received in conjunction with the termination of the Asset Management Agreement.

The Company does not provide a reconciliation for its guidance range of AFFO per diluted share to net income available to common stockholders per diluted share, the most directly comparable forward looking GAAP financial measure, due to the inherent variability in timing and/or amount of various items that could impact net income available to common stockholders per diluted share, including, for example, gains/losses on debt extinguishment, impairments and other items that are outside the control of the Company.


 

3 | Page


EARNINGS WEBCAST AND CONFERENCE CALL TIME

The Company's third quarter 2019 earnings conference call is scheduled for Tuesday, November 5, 2019 at 9:30am Eastern Time. Interested parties can listen to the call via the following:

 

 

 

Internet:

Go to www.spiritrealty.com and select the investor relations page at least 15 minutes prior to the start time of the call in order to register, download and install any necessary audio software.

 

 

 

Phone:

No access code required.

(877) 407-9208 (Domestic) / (201) 493-6784 (International)

 

 

 

Replay:

Available through November 19, 2019 with access code 13695589.

(844) 512-2921 (Domestic) / (412) 317-6671 (International)

SUPPLEMENTAL PACKAGES

A supplemental financial and operating report and associated addenda that contain non-GAAP measures and other defined terms, along with this press release, have been posted to the investor relations page of the Company's website at www.spiritrealty.com.

ABOUT SPIRIT REALTY

Spirit Realty Capital, Inc. (NYSE: SRC) is a premier net-lease REIT that primarily invests in single-tenant, operationally essential real estate assets, subject to long-term leases.

As of September 30, 2019, our diversified portfolio was comprised of 1,623 owned properties and 43 properties securing mortgage loans. Our owned properties, with an aggregate gross leasable area of 30.3 million square feet, are leased to 260 tenants across 48 states and 31 industries. More information about Spirit Realty Capital can be found on the investor relations page of the Company's website at www.spiritrealty.com.

INVESTOR CONTACT

Investor Relations

(972) 476-1403

[email protected]


 

4 | Page


FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this press release, 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 that may be incorrect or imprecise, and Spirit may not be able to realize them. Spirit does 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; Spirit's success in implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; the financial performance of Spirit's retail tenants and the demand for retail space, particularly with respect to challenges being experienced by general merchandise retailers; Spirit's ability to diversify its tenant base; the nature and extent of future competition; increases in Spirit's costs of borrowing as a result of changes in interest rates and other factors; Spirit's ability to access debt and equity capital markets; Spirit's ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; Spirit's ability and willingness to renew its leases upon expiration and to reposition its properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or Spirit exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect Spirit or its major tenants; Spirit's ability to manage its expanded operations; Spirit's ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; Spirit's ability to manage and liquidate the remaining SMTA assets; 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 discussed in Spirit's most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect Spirit's good faith beliefs, they are not guarantees of future performance. Spirit disclaims 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.

NOTICE REGARDING NON-GAAP FINANCIAL MEASURES

In addition to U.S. GAAP financial measures, this press release and the referenced supplemental financial and operating report and related addenda contain and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Definitions of non-GAAP financial measures, reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in the Appendix of the supplemental financial and operating report, which can be found in the investor relations page of our website.

 

5 | Page


SPIRIT REALTY CAPITAL, INC.

Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Data)

(Unaudited)

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

109,511

 

 

$

100,827

 

 

$

320,084

 

 

$

300,570

 

Interest income on loans receivable

 

 

843

 

 

 

1,121

 

 

 

2,749

 

 

 

2,410

 

Earned income from direct financing leases

 

 

267

 

 

 

465

 

 

 

971

 

 

 

1,395

 

Related party fee income

 

 

54,795

 

 

 

6,750

 

 

 

68,971

 

 

 

8,969

 

Other income

 

 

1,531

 

 

 

481

 

 

 

2,510

 

 

 

2,298

 

Total revenues

 

 

166,947

 

 

 

109,644

 

 

 

395,285

 

 

 

315,642

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

12,727

 

 

 

11,033

 

 

 

39,741

 

 

 

39,843

 

Termination of interest rate swaps

 

 

12,461

 

 

 

 

 

 

12,461

 

 

 

 

Property costs (including reimbursable)

 

 

4,407

 

 

 

5,172

 

 

 

13,968

 

 

 

15,529

 

Deal pursuit costs

 

 

330

 

 

 

26

 

 

 

574

 

 

 

143

 

Interest

 

 

24,675

 

 

 

24,784

 

 

 

76,462

 

 

 

71,385

 

Depreciation and amortization

 

 

43,907

 

 

 

40,379

 

 

 

126,598

 

 

 

121,015

 

Impairments

 

 

5,932

 

 

 

1,279

 

 

 

13,231

 

 

 

6,254

 

Total expenses

 

 

104,439

 

 

 

82,673

 

 

 

283,035

 

 

 

254,169

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on debt extinguishment

 

 

(5,580

)

 

 

 

 

 

(11,473

)

 

 

27,092

 

Gain on disposition of assets

 

 

32,254

 

 

 

436

 

 

 

70,760

 

 

 

827

 

Preferred dividend income from SMTA

 

 

3,302

 

 

 

3,750

 

 

 

10,802

 

 

 

5,000

 

Total other income

 

 

29,976

 

 

 

4,186

 

 

 

70,089

 

 

 

32,919

 

Income from continuing operations before income tax expense

 

 

92,484

 

 

 

31,157

 

 

 

182,339

 

 

 

94,392

 

Income tax expense

 

 

(11,190

)

 

 

(135

)

 

 

(11,730

)

 

 

(475

)

Income from continuing operations

 

 

81,294

 

 

 

31,022

 

 

 

170,609

 

 

 

93,917

 

Loss from discontinued operations

 

 

 

 

 

(966

)

 

 

 

 

 

(15,979

)

Net income

 

$

81,294

 

 

$

30,056

 

 

$

170,609

 

 

$

77,938

 

Dividends paid to preferred shareholders

 

 

(2,587

)

 

 

(2,588

)

 

 

(7,763

)

 

 

(7,764

)

Net income attributable to common stockholders

 

$

78,707

 

 

$

27,468

 

 

$

162,846

 

 

$

70,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to common stockholders - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.87

 

 

$

0.33

 

 

$

1.85

 

 

$

0.98

 

Discontinued operations

 

 

 

 

 

(0.01

)

 

 

 

 

 

(0.18

)

Net income per share attributable to common stockholders - basic

 

$

0.87

 

 

$

0.32

 

 

$

1.85

 

 

$

0.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to common stockholders - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.87

 

 

$

0.33

 

 

$

1.85

 

 

$

0.98

 

Discontinued operations

 

 

 

 

 

(0.01

)

 

 

 

 

 

(0.18

)

Net income per share attributable to common stockholders - diluted

 

$

0.87

 

 

$

0.32

 

 

$

1.85

 

 

$

0.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

90,040,353

 

 

 

85,336,193

 

 

 

87,529,786

 

 

 

86,632,552

 

Diluted

 

 

90,396,797

 

 

 

85,578,507

 

 

 

87,784,477

 

 

 

86,788,140

 

 

(1) Included in rental income is $0.3 million of bad debt expense for the nine months ended September 30, 2019. There was no bad debt expense included in continuing operations for the three months ended September 30, 2019 or the three and nine months ended September 30, 2018.

 

6 | Page


SPIRIT REALTY CAPITAL, INC.

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data)

(Unaudited)

 

 

 

September 30,

2019

 

 

December 31,

2018

 

Assets

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

Real estate investments:

 

 

 

 

 

 

 

 

Land and improvements

 

$

1,749,570

 

 

$

1,632,664

 

Buildings and improvements

 

 

3,531,945

 

 

 

3,125,053

 

Total real estate investments

 

 

5,281,515

 

 

 

4,757,717

 

Less: accumulated depreciation

 

 

(689,346

)

 

 

(621,456

)

 

 

 

4,592,169

 

 

 

4,136,261

 

Loans receivable, net

 

 

36,570

 

 

 

47,044

 

Intangible lease assets, net

 

 

311,597

 

 

 

294,463

 

Real estate assets under direct financing leases, net

 

 

14,478

 

 

 

20,289

 

Real estate assets held for sale, net

 

 

5,518

 

 

 

18,203

 

Net investments

 

 

4,960,332

 

 

 

4,516,260

 

Cash and cash equivalents

 

 

358,440

 

 

 

14,493

 

Deferred costs and other assets, net

 

 

119,212

 

 

 

156,428

 

Investment in Master Trust 2014

 

 

 

 

 

33,535

 

Preferred equity investment in SMTA

 

 

 

 

 

150,000

 

Goodwill

 

 

225,600

 

 

 

225,600

 

Total assets

 

$

5,663,584

 

 

$

5,096,316

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Revolving credit facilities

 

$

 

 

$

146,300

 

Term loans, net

 

 

 

 

 

419,560

 

Senior Unsecured Notes, net

 

 

1,483,491

 

 

 

295,767

 

Mortgages and notes payable, net

 

 

259,113

 

 

 

463,196

 

Convertible Notes, net

 

 

334,904

 

 

 

729,814

 

Total debt, net

 

 

2,077,508

 

 

 

2,054,637

 

Intangible lease liabilities, net

 

 

116,515

 

 

 

120,162

 

Accounts payable, accrued expenses and other liabilities

 

 

136,781

 

 

 

119,768

 

Total liabilities

 

 

2,330,804

 

 

 

2,294,567

 

Commitments and contingencies (see Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both September 30, 2019 and December 31, 2018

 

 

166,177

 

 

 

166,177

 

Common stock, $0.05 par value, 175,000,000 shares authorized: 99,730,073 and 85,787,355 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively

 

 

4,987

 

 

 

4,289

 

Capital in excess of common stock par value

 

 

5,544,170

 

 

 

4,995,697

 

Accumulated deficit

 

 

(2,370,392

)

 

 

(2,357,255

)

Accumulated other comprehensive loss

 

 

(12,162

)

 

 

(7,159

)

Total stockholders’ equity

 

 

3,332,780

 

 

 

2,801,749

 

Total liabilities and stockholders’ equity

 

$

5,663,584

 

 

$

5,096,316

 

 

 

7 | Page


SPIRIT REALTY CAPITAL, INC.

Reconciliation of Non-GAAP Financial Measures

(In Thousands, Except Share and Per Share Data)

(Unaudited)

 

FFO and AFFO

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income attributable to common stockholders

 

$

78,707

 

 

$

27,468

 

 

$

162,846

 

 

$

70,174

 

Add / (less):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio depreciation and amortization

 

 

43,764

 

 

 

40,237

 

 

 

126,171

 

 

 

156,051

 

Portfolio impairments

 

 

5,932

 

 

 

1,279

 

 

 

13,231

 

 

 

17,197

 

Gain on disposition of assets

 

 

(32,254

)

 

 

(436

)

 

 

(70,760

)

 

 

(553

)

FFO attributable to common stockholders

 

$

96,149

 

 

$

68,548

 

 

$

231,488

 

 

$

242,869

 

Add / (less):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss (gain) on debt extinguishment

 

 

5,580

 

 

 

 

 

 

11,473

 

 

 

(26,729

)

Deal pursuit costs

 

 

330

 

 

 

26

 

 

 

574

 

 

 

482

 

Transaction costs

 

 

 

 

 

966

 

 

 

 

 

 

20,931

 

Non-cash interest expense

 

 

2,685

 

 

 

4,526

 

 

 

11,116

 

 

 

18,330

 

Accrued interest and fees on defaulted loans

 

 

 

 

 

286

 

 

 

285

 

 

 

1,137

 

Straight-line rent, net of related bad debt expense

 

 

(4,770

)

 

 

(3,582

)

 

 

(12,162

)

 

 

(12,226

)

Other amortization and non-cash charges

 

 

(574

)

 

 

(892

)

 

 

(1,169

)

 

 

(1,586

)

Non-cash compensation expense

 

 

3,534

 

 

 

3,084

 

 

 

10,995

 

 

 

12,189

 

Termination of interest rate swaps

 

 

12,461

 

 

 

 

 

 

12,461

 

 

 

 

AFFO attributable to common stockholders

 

$

115,395

 

 

$

72,962

 

 

$

265,061

 

 

$

255,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared to common stockholders

 

$

62,322

 

 

$

53,546

 

 

$

172,894

 

 

$

209,270

 

Dividends declared as a percent of AFFO

 

 

54

%

 

 

73

%

 

 

65

%

 

 

82

%

Net income per share of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (1)

 

$

0.87

 

 

$

0.32

 

 

$

1.85

 

 

$

0.80

 

Diluted (1)

 

$

0.87

 

 

$

0.32

 

 

$

1.85

 

 

$

0.80

 

FFO per share of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (1)

 

$

1.06

 

 

$

0.80

 

 

$

2.63

 

 

$

2.80

 

AFFO per share of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (1)

 

$

1.27

 

 

$

0.85

 

 

$

3.01

 

 

$

2.94

 

AFFO per share of common stock, excluding AM termination fee income, net of tax (2)

 

$

0.87

 

 

$

0.85

 

 

$

2.59

 

 

$

2.94

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

90,040,353

 

 

 

85,336,193

 

 

 

87,529,786

 

 

 

86,632,552

 

Diluted

 

 

90,396,797

 

 

 

85,578,507

 

 

 

87,784,477

 

 

 

86,788,140

 

 

(1) For the three months ended September 30, 2019, undistributed earnings allocated to unvested restricted stockholders of $0.3 million and $0.4 million are deducted from FFO and AFFO, respectively, attributable to common stockholders in the computation of per share amounts. For the nine months ended September 30, 2019, undistributed earnings allocated to unvested restricted stockholders of $1.0 million and $1.1 million are deducted from FFO and AFFO, respectively, attributable to common stockholders in the computation of per share amounts. For the three months ended September 30, 2018, undistributed earnings allocated to unvested restricted stockholders of $0.3 million are deducted from both FFO and AFFO attributable to common stockholders in the computation of per share amounts. For the nine months ended September 30, 2018, undistributed earnings allocated to unvested restricted stockholders of $1.1 million are deducted from both FFO and AFFO attributable to common stockholders in the computation of per share amounts.

 

(2) AFFO attributable to common stockholders for the three and nine months ended September 30, 2019, excluding $48.2 million of termination fee income, net of $11.2 million in income tax expense. The termination fee was received in conjunction with SMTA’s sale of Master Trust 2014 in September 2019 and termination of the Asset Management Agreement on September 20, 2019. On September 20, 2019, the Company entered into the Interim Management Agreement with SMTA. AFFO attributable to common stockholders has not been adjusted to exclude the following:

 

-

asset management fees of $4.4 million and $14.4 million earned during the three and nine months ended September 30, 2019, respectively;

 

-

property management and servicing fees of $1.7 million and $5.5 million earned during the three and nine months ended September 30, 2019, respectively;

 

-

preferred dividend income from SMTA of $3.3 million and $10.8 million earned during the three and nine months ended September 30, 2019, respectively;

 

-

interest income on related party notes receivable of $0.3 million and $1.1 million earned during the three and nine months ended September 30, 2019, respectively, and an early repayment premium of $0.9 million earned during the three and nine months ended September 30, 2019; and

 

-

interest expense on related party loans payable of $58 thousand and $0.2 million incurred during the three and nine months ended September 30, 2019, respectively.

 

8 | Page

(Back To Top)

Section 3: EX-99.2 (EX-99.2 OPERATING SUPPLEMENT)

src-ex992_7.pptx.htm

Slide 1

Exhibit 99.2

Slide 2

About Spirit Spirit Realty Capital, Inc. (NYSE:SRC) is a premier net-lease real estate investment trust (REIT) that primarily invests in high-quality, operationally essential real estate, subject to long-term, net leases. Over the past decade, Spirit has become an industry leader and owner of income-producing, strategically located retail, industrial, office and other property types. As of September 30, 2019, our diversified portfolio was comprised of 1,623 owned properties and 43 properties securing mortgage loans. Our owned properties, with an aggregate gross leasable area of approximately 30.3 million square feet, are leased to 260 tenants across 48 states and 31 industries. Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Transfer Agent American Stock Transfer & Trust Company, LLC Phone: 866-703-9065 www.amstock.com Investor Relations (972) 476-1903 [email protected] CORPORATE OVERVIEW Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019

Slide 3

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Portfolio and Financial Overview 4 Condensed Consolidated Statements of Operations 5 Funds and Adjusted Funds From Operations 6 Consolidated Balance Sheets 7 Capitalization and Debt Summary 8 Investment and Disposition Activity 11 Tenant / Industry / Portfolio Diversification 13 Same Store Performance 17 Occupancy 18 Lease Structure and Expirations 19 Net Asset Value (NAV) Components 20 Appendix: 21 Reporting Definitions and Explanations 22 Non-GAAP Reconciliations 26 Forward-Looking Statements and Risk Factors 27 TABLE OF CONTENTS

Slide 4

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Portfolio Data Total Owned Real Estate and Financed Investments $ 5,645,676 Owned Properties 1,623 Properties Securing Mortgage Loans 43 Total Properties 1,666 Tenants 260 Tenant Industries 31 States 48 Weighted Average Remaining Lease Term (Years) 9.9 Occupancy 99.6 % Capitalization Common Market Equity $ 4,757,669 Preferred Stock Liquidation Value 172,500 Total Capitalization 4,930,169 Total Adjusted Debt 1,737,075 Enterprise Value 6,667,244 Outstanding Shares of Common Stock (1) 99,408,044 Financial Ratios Adjusted Debt / Enterprise Value 26.1 % Adjusted Debt / Annualized Adjusted EBITDAre 4.0 x Adjusted Debt + Preferred / Annualized Adjusted EBITDAre 4.4 x Fixed Charge Coverage Ratio 4.4 x Unencumbered Assets / Unsecured Debt 2.8 x Corporate Liquidity Cash and Cash Equivalents $ 358,440 Availability under 2019 Credit Facility 800,000 Total $ 1,158,440 Unencumbered Assets Properties Real Estate Investment Real Estate Investment Retail 1,447 $ 4,313,127 Industrial 29 371,184 Office 35 298,433 Other 4 93,123 Total 1,515 $ 5,075,867 PORTFOLIO AND FINANCIAL OVERVIEW$ in thousands (1) Total outstanding shares as of September 30, 2019, less 0.3 million unvested restricted shares. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements.

Slide 5

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. (Unaudited) Three Months Ended September 30, Three Months Ended March 31, Nine months Ended September 30, Three Months Ended March 31, 2019 2019 2018 2018 2019 2019 2018 2018 Revenues: Rental income (1) $ 104,067 109,511 $ 98,236 100,827 $ 104,067 320,084 $ 98,236 300,570 Interest income on loans receivable 986 843 294 1,121 986 2,749 294 2,410 Earned income from direct financing leases 396 267 465 465 396 971 465 1,395 Related party fee income 6,927 54,795 2,219 6,750 6,927 68,971 2,219 8,969 Other income 217 1,531 1,245 481 217 2,510 1,245 2,298 Total revenues 112,593 166,947 102,459 109,644 112,593 395,285 102,459 315,642 Expenses: General and administrative 12,727 11,033 39,741 39,843 Termination of interest rate swaps 12,461 — 12,461 — Property costs (including reimbursable) 4,407 5,172 13,968 15,529 Deal pursuit costs 330 26 574 143 Interest 24,675 24,784 76,462 71,385 Depreciation and amortization 43,907 40,379 126,598 121,015 Impairments 5,932 1,279 13,231 6,254 Total expenses 104,439 82,673 283,035 254,169 Other income: (Loss) gain on debt extinguishment (5,580) — (11,473) 27,092 Gain on disposition of assets 32,254 436 70,760 827 Preferred dividend income from SMTA 3,302 3,750 10,802 5,000 Total other income 29,976 4,186 70,089 32,919 Income from continuing operations before income tax expense 92,484 31,157 182,339 94,392 Income tax expense (11,190 ) (135 ) ) (11,730 ) (475 ) Income from continuing operations 81,294 31,022 170,609 93,917 Loss from discontinued operations — (966 ) ) — (15,979 ) Net income 81,294 30,056 170,609 77,938 Dividends paid to preferred shareholders (2,587 ) (2,588 ) ) (7,763 ) (7,764 ) Net income attributable to common stockholders $ 78,707 $ 27,468 $ 162,846 $ 70,174 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS$ in thousands (1) For the nine months ended September 30, 2019, $0.3 million of bad debt expense was included in rental income. There was no bad debt expense included in continuing operations for the three months ended September 30, 2019 or the three and nine months ended September 30, 2018.

Slide 6

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. FUNDS AND ADJUSTED FUNDS FROM OPERATIONS (FFO/AFFO)$ in thousands, except per share amounts (1) For the three months ended September 30, 2019, undistributed earnings allocated to unvested restricted stockholders of $0.3 million and $0.4 million are deducted from FFO and AFFO, respectively, attributable to common stockholders in the computation of per share amounts. For the nine months ended September 30, 2019, undistributed earnings allocated to unvested restricted stockholders of $1.0 million and $1.1 million are deducted from FFO and AFFO, respectively, attributable to common stockholders in the computation of per share amounts. For the three months ended September 30, 2018, undistributed earnings allocated to unvested restricted stockholders of $0.3 million are deducted from both FFO and AFFO attributable to common stockholders in the computation of per share amounts. For the nine months ended September 30, 2018, undistributed earnings allocated to unvested restricted stockholders of $1.1 million are deducted from both FFO and AFFO attributable to common stockholders in the computation of per share amounts. (2) AFFO attributable to common stockholders for the three and nine months ended September 30, 2019, excluding $48.2 million of termination fee income, net of $11.2 million in income tax expense. The termination fee was received in conjunction with SMTA’s sale of Master Trust 2014 in September 2019 and termination of the Asset Management Agreement on September 20, 2019. On September 20, 2019, the Company entered into the Interim Management Agreement with SMTA. AFFO attributable to common stockholders has not been adjusted to exclude the following: (1) asset management fees of $4.4 million and $14.4 million earned during the three and nine months ended September 30, 2019, respectively; (2) property management and servicing fees of $1.7 million and $5.5 million earned during the three and nine months ended September 30, 2019, respectively; (3) preferred dividend income from SMTA of $3.3 million and $10.8 million earned during the three and nine months ended September 30, 2019, respectively; (4) interest income on related party notes receivable of $0.3 million and $1.1 million earned during the three and nine months ended September 30, 2019, respectively, and an early repayment premium of $0.9 million earned during the three and nine months ended September 30, 2019; and (5) interest expense on related party loans payable of $58 thousand and $0.2 million incurred during the three and nine months ended September 30, 2019, respectively.  (Unaudited)   Three Months Ended September 30,   Nine Months Ended September 30,   2019   2018   2019   2018 Net income attributable to common stockholders   $ 78,707   $ 27,468   $ 162,846   $ 70,174 Portfolio depreciation and amortization   43,764   40,237   126,171   156,051 Portfolio impairments 5,932 1,279 13,231 17,197 Gain on disposition of assets   (32,254)   (436)   (70,760) (553) FFO attributable to common stockholders   $ 96,149   $ 68,548   $ 231,488 $ 242,869 Loss (gain) on debt extinguishment 5,580 — 11,473 (26,729) Deal pursuit costs 330 26 574 482 Transaction costs — 966 — 20,931 Non-cash interest expense 2,685 4,526 11,116 18,330 Accrued interest and fees on defaulted loans — 286 285 1,137 Straight-line rent, net of related bad debt expense (4,770) (3,582) (12,162) (12,226) Other amortization and non-cash charges (574) (892) (1,169) (1,586) Non-cash compensation expense (1) 3,534 3,084 10,995 12,189 Termination of interest rate swaps 12,461 — 12,461 — AFFO attributable to common stockholders   $ 115,395   $ 72,962   $ 265,061   $ 255,397 Dividends declared to common stockholders $ 62,322 $ 53,546 $ 172,894 $ 209,270 Net income per share of common stock Basic (1) $ 0.87 $ 0.32 $ 1.85 $ 0.80 Diluted (1) $ 0.87 $ 0.32 $ 1.85 $ 0.80 FFO per share of common stock Diluted (1) $ 1.06 $ 0.80 $ 2.63 $ 2.80 AFFO per share of common stock Diluted (1) $ $ 1.27 $ 0.85 $ 3.01 $ 2.94 AFFO per share of common stock, excluding AM termination fee, net of tax (2) $ $ 0.87 $ 0.85 $ 2.59 $ 2.94 Weighted average shares of common stock outstanding: Basic 90,040,353 85,336,193 87,529,786 86,632,552 Diluted 90,396,797 85,578,507 87,784,477 86,788,140

Slide 7

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. CONSOLIDATED BALANCE SHEETS$ in thousands, except share and per share amounts September 30, 2019 March 31, 2019 December 31, 2018 December 31, 2018 Assets Real estate investments: Land and improvements $ 1,749,570 $ 1,632,664 Buildings and improvements 3,531,945 3,125,053 Total real estate investments 5,281.515 4,757,717 Less: accumulated depreciation (689,346 ) (621,456 ) 4,592,169 4,136,261 Loans receivable, net 36,570 47,044 Intangible lease assets, net 311,597 294,463 Real estate assets under direct financing leases, net 14,478 20,289 Real estate assets held for sale, net 5,518 18,203 Net investments 4,960,332 4,516,260 Cash and cash equivalents 358,440 14,493 Deferred costs and other assets, net 119,212 156,428 Investment in Master Trust 2014 — 33,535 Preferred equity investment in SMTA — 150,000 Goodwill 225,600 225,600 Total assets $ 5,663,584 $ 5,096,316 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ — $ 146,300 Term loans, net — 419,560 Senior Unsecured Notes, net 1,483,491 295,767 Mortgages and notes payable, net 259,113 463,196 Convertible Notes, net 334,904 729,814 Total debt, net 2,077,508 2,054,637 Intangible lease liabilities, net 116,515 120,162 Accounts payable, accrued expenses and other liabilities 136,781 119,768 Total liabilities $ 2,330,804 $ 2,294,567 Stockholders’ equity: Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both September 30, 2019 and December 31, 2018 $ 166,177 $ 166,177 Common stock, $0.05 par value, 175,000,000 shares authorized: 99,730,073 and 85,787,355 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively 4,987 4,289 Capital in excess of common stock par value 5,544,170 4,995,697 Accumulated deficit (2,370,392 ) (2,357,255 ) Accumulated other comprehensive loss (12,162 ) (7,159 ) Total stockholders’ equity $ 3,332,780 $ 2,801,749 Total liabilities and stockholders’ equity $ 5,663,584 $ 5,096,316

Slide 8

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. CAPITALIZATION$ in thousands, except share and per share amounts Capitalization & Enterprise Value Common Stock Outstanding (1) 99,408,044 Common Stock Price (2) $ 47.86 Common Market Equity $ 4,757,669 Preferred Stock Liquidation Value 172,500 Total Capitalization $ 4,930,169 Total Adjusted Debt 1,737,075 Total Enterprise Value $ 6,667,244 Liquidity Available Borrowing Capacity 2019 Credit Facility $ 800,000 Cash & Cash Equivalents 358,440 Total Liquidity $ 1,158,440 (1)Total outstanding shares as of September 30, 2019, less 0.3 million unvested restricted shares. (2)Share price as of September 30, 2019.

Slide 9

Maturity Date Debt Balance Debt Balance % of Total Principal Interest Rate (1) Weighted Average Years to Maturity Credit Facility 2019 Credit Facility (2) March 31, 2023 $ — —% —% 3.5 Convertible Notes 3.750% Notes due 2021 May 15, 2021 345,000 16.4% 3.750% 1.6 Unamortized net discount and deferred financing costs (10,096 ) Carrying amount 334,904 Senior Unsecured Notes 4.450% Notes due 2026 September 15, 2026 300,000 14.2% 4.450% 7.0 3.200% Notes due 2027 January 15, 2027 300,000 14.2% 3.200% 7.3 4.000% Notes due 2029 July 15, 2029 400,000 19.0% 4.000% 9.8 3.400% Notes due 2030 January 15, 2030 500,000 23.8% 3.400% 10.3 Unamortized net discount and deferred financing costs (16,509 ) Carrying amount 1,483,491 Mortgages Payable (3) 6 CMBS loans on 100 properties September 2022 - August 2031 261,741 261,741 12.4% 5.346% 3.9 Unamortized net premiums and deferred financing costs (2,628 (2,628 ) Carrying amount 259,113 259,113 Total Debt, net $ 2,077,508 3.930% 7.1 Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. (1) The weighted average stated interest rate for the three months ended September 30, 2019 was 3.93%. (2) As of September 30, 2019, borrowings under the 2019 Credit Facility are subject to interest at LIBOR plus an applicable margin of 0.90% per annum and aggregate revolving commitments incur a facility fee of 0.20% per annum. (3) A significant portion of our secured debt is partially amortizing and requires a balloon payment at maturity. Principal Balance Principal Balance % of Total Principal Weighted Avg. Stated Int. Rate Total Unsecured Debt $ 1,845,000 87.6% 3.734% Total Secured Debt 261,741 12.4% 5.345% Total Principal $ 2,106,741 100.0% 3.930% DEBT SUMMARY$ in thousands

Slide 10

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Covenant Requirement September 30, 2019 Total Debt to Total Assets < 60% 33.8% Total Secured Debt to Total Assets < 40% 4.2% Fixed Charge Coverage > 1.5x 4.89x (1) Total Unencumbered Assets to Total Unsecured Debt > 1.5x 2.95x Credit Ratings Standard & Poor's Rating Services (stable) BBB Moody's Ratings Services (stable) Baa3 Fitch Ratings (stable) BBB SENIOR UNSECURED NOTES COVENANT COMPLIANCE (1) The Fixed Charge Coverage calculation as defined in the Senior Unsecured Notes indenture is not adjusted for preferred stock dividends.

Slide 11

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Investments Q3 2019 % of Gross Investment Number of Transactions Number of Properties Gross Investment Gross Investment Annualized Rents Annualized Rents Square Feet Initial Cash Yield Economic Yield Wtd. Avg. Lease Term (Years) New Tenants 38.1 % 4 33 $ 105,319 $ 6,820 155,043 6.48% 7.56% 19.8 Existing Tenants 59.8 % 3 36 165,303 11,625 923,273 7.03% 7.63% 10.2 Revenue Producing Capital Expenditures 2.1 % — 4 5,887 476 — 8.08% —% — Total/Weighted Average 100.0 % 7 73 $ 276,509 $ 18,921 1,078,316 6.84% 7.61% 13.7 By Asset Type: Retail 63.6 % 6 72 $ 175,962 $ 12,034 700,984 6.84% 7.37% 16.0 Office 36.4 % 1 1 100,547 6,887 377,332 6.85% 7.57% 9.9 Total/Weighted Average 100.0 % 7 73 $ 276,509 $ 18,921 1,078,316 6.84% 7.61% 13.7 (1) Includes one land acquisition of $8.1 million, which will be subsequently developed by the tenant. YTD 2019 % of Gross Investment Number of Transactions Number of Properties Gross Investment Gross Investment Annualized Rents Annualized Rents Square Feet Initial Cash Yield Economic Yield Wtd. Avg. Lease Term (Years) New Tenants 49.4 % 12 87 $ 369,451 $ 24,894 1,954,299 6.74% 7.88% 18.2 Existing Tenants(1) 46.6 % 10 108 348,282 24,425 2,305,143 7.01% 7.81% 11.3 Revenue Producing Capital Expenditures 4.0 % — 17 30,224 2,453 — 8.12% —% — Total/Weighted Average 100.0 % 22 212 $ 747,957 $ 51,772 4,259,442 6.92% 7.84% 15.3 By Asset Type: Retail (1) 61.0 % 17 202 $ 456,494 $ 31,725 31,725 2,331,544 6.95% 7.24% 14.1 Industrial 21.1 % 3 8 157,923 10,521 10,521 1,428,898 6.66% 8.05% 19.6 Office 13.4 % 1 1 100,546 6,887 6,887 377,332 6.85% 7.57% 9.9 Other 4.5 % 1 1 32,994 2,639 2,639 121,668 8.00% 8.88% 15.0 Total/Weighted Average 100.0 % 22 212 $ 747,957 $ 51,772 51,772 4,259,442 6.92% 7.84% 15.3 Investment and Disposition Activity$ in thousands

Slide 12

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Investment and Disposition Activity$ in thousands Dispositions Q3 2019 % of R/E Investment Number of Properties Real Estate Investment Gross Investment Gross Sales Price Gross Sales Price Capitalization Rate (1) Wtd. Avg. Remaining Lease Term (Yrs) Occupied 99.2% 8 $ 50,316 $ 67,689 6.05% 9.5 Vacant 0.8% 1 382 421 —% — Total/Weighted Average 100.0% 9 $ 50,698 $ 68,110 6.05% 9.5 By Asset Type: Retail 100.0% 9 $ 50,698 $ 68,110 6.05% 9.5 Total/Weighted Average 100.0% 9 $ 50,698 $ 68,110 6.05% 9.5 (1) Capitalization rates are calculated based solely on income producing properties. (2) The gross sales price for properties transferred to lender represents the net book value of the debt relieved at the time of transfer. YTD 2019 % of R/E Investment Number of Properties Real Estate Investment Gross Investment Gross Sales Price Gross Sales Price Capitalization Rate (1) Wtd. Avg. Remaining Lease Term (Yrs) Occupied 83.7% 20 $ 163,979 $ 202,570 6.88% 7.8 Vacant 15.9% 13 31,255 32,301 —% — Transferred to lender (2) 0.4% 1 750 10,368 —% — Total/Weighted Average 100.0% 34 $ 195,984 $ 245,239 6.88% 7.8 By Asset Type: Retail 62.4% 30 $ 122,348 $ 148,121 6.51% 11.1 Industrial 31.1% 3 60,967 84,118 6.97% 3.4 Office 6.5% 1 12,669 13,000 9.60% 3.2 Total/Weighted Average 100.0% 34 $ 195,984 $ 245,239 6.88% 7.8

Slide 13

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. TENANT DIVERSIFICATION - TOP 100 Tenant Concept Number of Properties Square Feet (in thousands) Percent of Contractual Rent Tenant Concept Number of Properties Square Feet (in thousands) Percent of Contractual Rent 1 Church's Chicken 170 243 3.1 % 26 Regal Cinemas 8 357 1.2 % 2 Walgreens 36 533 2.8 % 27 Dollar General 56 569 1.2 % 3 Home Depot 7 821 2.6 % 28 Express Car Wash 24 94 1.2 % 4 Circle K 77 232 2.6 % 29 FedEx 4 429 1.2 % 5 Dollar Tree / Family Dollar 106 929 2.3 % 30 Lowe’s 6 806 1.1 % 6 CVS 34 422 2.2 % 31 Alaska Club 5 305 1.1 % 7 At Home 11 1,347 2.1 % 32 Red Lobster 24 163 1.0 % 8 Life Time Fitness 5 588 2.1 % 33 CarMax 4 155 1.0 % 9 C-Store (GPM) 103 269 2.1 % 34 Studio Movie Grill 4 203 1.0 % 10 Party City 3 1,090 2.0 % 35 Pep Boys 12 250 1.0 % 11 Bank of America 2 450 1.8 % 36 Specialists in Urology 9 128 1.0 % 12 Kohl’s 11 938 1.6 % 37 AMC Theatres 4 226 0.9 % 13 Ferguson Enterprises 7 1,003 1.5 % 38 Camping World 6 295 0.9 % 14 United Supermarkets 15 686 1.5 % 39 Rite Aid 12 158 0.9 % 15 LA Fitness 7 298 1.5 % 40 Georgia Theatre 4 171 0.8 % 16 BJ's Wholesale Club 4 475 1.4 % 41 Smokey Bones Barbecue & Grill 13 100 0.8 % 17 C-Store 41 163 1.4 % 42 C-Store 37 101 0.8 % 18 Sportsman's Warehouse 9 426 1.3 % 43 Smart & Final 3 152 0.7 % 19 Main Event 9 538 1.3 % 44 CircusTrix 9 250 0.7 % 20 Applebee's 22 120 1.3 % 45 Aaron's 25 251 0.7 % 21 Mister Car Wash 17 113 1.3 % 46 South Carolina Oncology Associates 1 120 0.7 % 22 Emagine Theaters 9 524 1.3 % 47 Residence Inn by Marriott 1 122 0.7 % 23 Advance Auto Parts 53 370 1.3 % 48 C-Store 6 24 0.7 % 24 IBM 2 395 1.3 % 49 Defined Fitness 5 205 0.7 % 25 Tractor Supply 21 534 1.2 % 50 Zips Car Wash 13 48 0.6 % Top 50 Tenants 1,076 19,189 67.5%

Slide 14

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. TENANT DIVERSIFICATION - TOP 100 (continued) Tenant Concept Number of Properties Square Feet (in thousands) Percent of Contractual Rent Tenant Concept Number of Properties Square Feet (in thousands) Percent of Contractual Rent 51 J. Jill 1 390 0.6 % 76 Food City 3 130 0.4 % 52 Chuck-A-Rama and Grub Steak 13 104 0.6 % 77 Riverview 14 GDX 1 66 0.4 % 53 Wal-Mart 5 370 0.6 % 78 KFC 14 40 0.4 % 54 Office Depot 10 214 0.6 % 79 Davis-Standard 2 361 0.4 % 55 Dave & Buster's 3 80 0.6 % 80 Hardee's 17 60 0.3 % 56 Best Buy 4 188 0.6 % 81 C-Store 8 49 0.3 % 57 Sunny Delight 1 286 0.5 % 82 Sonny's BBQ 8 48 0.3 % 58 Childcare Network 20 191 0.5 % 83 La-Z-Boy 3 72 0.3 % 59 PetSmart 3 145 0.5 % 84 Staples 6 137 0.3 % 60 Shooters World 2 80 0.5 % 85 Jo-Ann's 3 110 0.3 % 61 Universal Tax Systems 1 101 0.5 % 86 Missoula Fresh Market 2 110 0.3 % 62 American Lubefast 27 60 0.5 % 87 Liberty Oilfield Services 2 85 0.3 % 63 Curacao 1 103 0.5 % 88 Taco Bell 9 20 0.3 % 64 Old Time Pottery 3 355 0.5 % 89 FHE 2 118 0.3 % 65 24 Hour Fitness 2 105 0.5 % 90 C-Store 12 43 0.3 % 66 Malibu Boats 2 303 0.5 % 91 Clean Freak 5 22 0.3 % 67 Taco Bueno 26 72 0.5 % 92 Accel International 2 270 0.3 % 68 DOW Emergency 3 41 0.5 % 93 VASA Fitness 2 114 0.3 % 69 Gold's Gym 3 118 0.5 % 94 In-Shape 2 62 0.3 % 70 Academy Sports + Outdoors 4 241 0.5 % 95 Childtime 9 73 0.3 % 71 Crunch Fitness 4 163 0.4 % 96 Cinemark 1 54 0.3 % 72 C-Store 30 126 0.4 % 97 Winco Foods 1 82 0.3 % 73 Southern Theatres 2 106 0.4 % 98 HOM Furniture 1 122 0.3 % 74 Topgolf 1 55 0.4 % 99 Sonic Drive-In 14 24 0.2 % 75 C-Store 13 27 0.4 % 100 Hobby Lobby 1 141 0.2 % Top 100 Tenants 1,390 25,626 87.8%

Slide 15

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. INDUSTRY DIVERSIFICATION Tenant Industry Industry Category Number of Owned Properties Total Square Feet (in thousands) Percent of Contractual Rent Convenience Stores Service 335 1,070 9.4% Health and Fitness Service 42 2,201 7.8% Restaurants - Quick Service Service 325 674 6.6% Movie Theaters Service 33 1,708 6.3% Drug Stores / Pharmacies Service 82 1,113 5.9% Specialty Retail Retail 63 2,706 5.8% Restaurants – Casual Dining Service 110 788 5.5% Home Furnishings Retail 24 2,383 4.5% Grocery Retail 39 1,781 4.1% Professional Services Service 7 1,036 3.9% Home Improvement Retail 14 1,653 3.9% Entertainment Service 25 1,031 3.7% Medical Office Service 36 621 3.6% Car Washes Service 61 290 3.6% Dollar Stores Retail 162 1,498 3.5% Manufacturing Industrial 17 2,081 2.7% Automotive Service Service 60 466 2.2% Warehouse Club and Supercenters Retail 10 883 2.1% Sporting Goods Retail 13 667 1.8% Building Materials Retail 9 1,047 1.7% Discount Department Stores Retail 11 975 1.7% Distribution Industrial 6 669 1.5% Automotive Dealers Retail 10 247 1.4% Other Other 7 267 1.3% Automotive Parts Retail 53 376 1.3% Education Service 31 319 1.0% Office Supplies Retail 16 351 0.9% Apparel Retail 5 507 0.9% Pet Supplies & Service Retail 4 159 0.6% Consumer Electronics Retail 4 188 0.5% Discount Retailer Retail 3 152 0.3% Vacant 6 436 — Total 1,623 30,343 100.0% Tenant Industry determined using the NAICS code of the Tenant.

Slide 16

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. * Less than 0.1% PORTFOLIO DIVERSIFICATION KEY Northeast Midwest South West % of Contractual Rent Texas 11.5 % Michigan 3.4% Minnesota 2.6% Kentucky 1.6% Utah 1.2% Iowa 0.8% Massachusetts 0.4% Wyoming 0.1% Florida 7.4 % New York 3.3% South Carolina 2.5% Pennsylvania 1.5% Alaska 1.2% Washington 0.6% Wisconsin 0.3% U.S. V.I. 0.1% Georgia 6.4 % Arizona 3.2% Colorado 2.5% Oklahoma 1.5% New Hampshire 1.2% North Dakota 0.6% Rhode Island 0.3% South Dakota 0.1% California 5.1 % Missouri 2.9% North Carolina 2.3% Louisiana 1.4% Idaho 1.0% Maine 0.5% West Virginia 0.3% Delaware 0.1% Ohio 5.1 % Virginia 2.9% New Mexico 1.8% New Jersey 1.4% Kansas 0.9% Oregon 0.5% Nebraska 0.2% Vermont * Tennessee 4.2 % Maryland 2.8% Indiana 1.7% Arkansas 1.2% Connecticut 0.9% Montana 0.4% Illinois 3.8 % Alabama 2.7% Mississippi 1.6%

Slide 17

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Same Store Results Number of Properties 1,318 Total Square Feet (in thousands) 22,086 September 2019 $ 27,409 September 2018 $ 27,149 Increase (in dollars) $ 260 Increase (percent) 1.0 % Asset Type Contractual Rent for theMonth Ended September 30,2019 2018 Contractual Rent for theMonth Ended March 31,2019 2018 Net Change Net Change % Change by Asset Type % of Total Asset Type Contribution Retail $ 23,336 $ 23,152 $ 184 0.8 % 85.1 % Industrial 2,216 2,199 17 0.8 % 8.1 % Office 1,348 1,300 48 3.7 % 4.9 % Other 509 498 11 2.2 % 1.9 % Total $ 27,409 $ 27,149 $ 260 1.0 % 100.0 % Same Store Pool Defined We include all properties owned throughout the measurement period in both the current and prior year and exclude: multi-tenant properties, properties that were vacant, renewed or relet at any point during the measurement period, construction in progress, and properties where contractual rent was fully or partially reserved in either the current or prior measurement period. Industry Contractual Rent for theMonth Ended September 30,2019 2018 Contractual Rent for theMonth Ended March 31,2019 2018 Net Change Net Change % Change by Industry Type % of Total Industry Contribution Convenience Stores $ 3,109 $ 3,073 $ 36 1.2 % 11.3 % Health and Fitness 2,562 2,559 3 0.1 % 9.3 % Restaurants - Quick Service 2,077 2,039 38 1.9 % 7.6 % Drug Stores / Pharmacies 1,861 1,869 (8 ) (0.4 )% 6.8 % Movie Theaters 1,846 1,819 27 1.5 % 6.7 % Restaurants - Casual Dining 1,704 1,707 (3 ) (0.2 )% 6.2 % Medical Office 1,230 1,202 28 2.3 % 4.5 % Grocery 1,187 1,162 25 2.2 % 4.3 % Remaining Tenant Categories 11,833 11,719 114 1.0 % 43.3 % Total $ 27,409 $ 27,149 $ 260 1.0 % 100.0 % SAME STORE PERFORMANCE$ in thousands

Slide 18

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. OCCUPANCY By Property Occupied 1,617 Vacant 6 Total owned 1,623 Occupancy Rate 99.6 % Change in Vacant Properties Vacant Properties at June 30, 2019 7 Additions — Dispositions (1 ) Relets — Vacant Properties at September 30, 2019 6

Slide 19

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Year Number of Owned Properties Total Square Feet (in thousands) Contractual Rent Annualized (1) Contractual Rent Annualized (1) Remainder of 2019 2 49 $ 817 2020 26 861 9,842 2021 80 2,098 26,775 2022 42 1,740 18,601 2023 109 2,922 33,757 2024 40 1,607 18,996 2025 40 1,370 18,051 2026 80 1,716 23,360 2027 112 2,205 32,682 2028 84 1,364 22,436 2029 and thereafter 1,002 13,975 215,862 Vacant (2) 6 436 — Total owned properties 1,623 30,343 $ 421,179 Based on Contractual Rent: 42% of our leases are under master lease structures, 93% of our tenants provide unit level and/or corporate financials, 51% of our tenants provide unit level financials, and 2.58x is the weighted average unit level coverage for our reporting tenants. (1) Contractual Rent multiplied by twelve. Annualized Cash Rents were $420.5 million as of September 30, 2019. (2) Vacant total square feet includes unoccupied square footage on multi-tenant properties. LEASE STRUCTURE AND EXPIRATIONS$ in thousands

Slide 20

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Owned Real Estate Portfolio Number of Properties Contractual Rent Annualized (1) Contractual Rent Annualized (1) Retail (2) 1,535 $ 348,110 Industrial 38 37,580 Office 37 25,994 Other 4 8,956 Leased Real Estate Properties Held For Sale, Net 3 539 Vacant Properties (3) 6 — Total Owned Real Estate Portfolio 1,623 $ 421,179 (1) Contractual Rent multiplied by twelve. (2) Includes two direct financing lease properties with a Real Estate Investment value of $14.4 million. Annualized Cash Rents include the tenants' current cash obligations of $1.1 million for the lease of these properties. (3) Includes two properties that are held for sale with a net book value of $1.0 million. (4) Includes $64.6 million in dividends payable. (5) Total outstanding shares as of September 30, 2019, less 0.3 million unvested restricted shares. NET ASSET VALUE (NAV) COMPONENTS$ in thousands Other NAV Components Total Loans Receivable Principal Balance Outstanding: $ 35,439 Cash and Cash Equivalents $ 358,440 Restricted Cash 11,226 Accounts Receivable, Prepaid Assets, and Other Tangible Assets, Net 14,282 Total Other Tangible Assets Net Book Value: $ 383,948 Total Debt Principal Balance Outstanding: $ 2,106,741 Accounts Payable, Accrued Expenses and Other Tangible Liabilities (4) Net Book Value: $ 136,781 Preferred Stock Liquidation Value: $ 172,500 Common Stock Outstanding (5) 99,408,044 Contractual Rent Annualized (1) Contractual Rent Annualized (1) % of Total Contractual Rent Top Ten Tenants $ 100,776 23.9 % Top 100 Tenants $ 371,034 87.8 %

Slide 21

Slide 22

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. REPORTING DEFINITIONS AND EXPLANATIONS Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (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. Accordingly, FFO should be considered only as a supplement to net income (loss) attributable to common stockholders (computed in accordance with GAAP) as a measure of our performance. AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. We adjust FFO to eliminate the impact of certain items that we believe are not indicative of our core operating performance, including restructuring and divestiture costs, other general and administrative costs associated with relocation of the Company's headquarters, transactions costs associated with our spin-off, default interest and fees on non-recourse mortgage indebtedness, debt extinguishment gains (losses), costs associated with termination of interest rate swaps, transaction costs incurred in connection with the acquisition of real estate investments subject to existing leases, costs associated with performing on a guarantee of a former tenant's debt, 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, bad debt expense 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 only be considered a supplement, and not an alternative, to net income (loss) attributable to common stockholders (computed in accordance with GAAP) as a performance measure. Adjusted EBITDAre represents EBITDAre adjusted for transaction costs, revenue producing acquisitions and dispositions for the quarter as if such acquisitions and dispositions had occurred as of the beginning of the quarter, severance charges, deal pursuit costs, and debt extinguishment gains (losses). 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 only be considered a supplement, and not an alternative, to net income (loss) (determined in accordance with GAAP) as a performance measure. A reconciliation of net income (loss) attributable to common stockholders (computed in accordance with GAAP) to EBITDAre and Adjusted EBITDAre is included in the Appendix found at the end of this presentation. Annualized Adjusted EBITDAre is calculated as Adjusted EBITDAre for the quarter, adjusted for items where annualization would not be appropriate, multiplied by four. Our computation of Adjusted EBITDAre and Annualized Adjusted EBITDAre may differ from the methodology used by other equity REITs to calculate these measures and, therefore, may not be comparable to such other REITs. A reconciliation of Annualized Adjusted EBITDAre is included in the Appendix found at the end of this presentation.

Slide 23

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 REPORTING DEFINITIONS AND EXPLANATIONS Adjusted Debt represents interest bearing debt (reported in accordance with GAAP) adjusted to exclude unamortized debt discount/premium, deferred financing costs, and reduced by cash and cash equivalents and cash reserves on deposit with lenders as additional security. By excluding these amounts, 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. A reconciliation of interest bearing debt (computed in accordance with GAAP) to Adjusted Debt is included in the Appendix found at the end of this presentation. Adjusted Debt to Annualized Adjusted EBITDAre 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 this 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. 2019 Credit Facility refers to the $800 million unsecured credit facility which matures on March 31, 2023, with an accordion feature providing for an additional $400.0 million of revolving borrowing capacity. The 2019 Credit Facility includes sublimits for letter of credit issuances, which reduce availability under the 2019 Credit Facility. The ability to borrow under the 2019 Credit Facility is subject to the ongoing compliance with customary financial covenants. A-1 Term Loans refers to a $420.0 million unsecured term facility which includes an accordion feature which allows the facility to be increased to up to $620.0 million, subject to obtaining additional lender commitments. Borrowings may be repaid without premium or penalty, and may be re-borrowed within 30 days. The A-1 Term Loans were repaid and terminated in September 2019. A-2 Term Loans refers to a $400.0 million unsecured delayed-draw term facility which includes an accordion feature which allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. Borrowings may be repaid without premium or penalty, and may be re-borrowed within 30 days. The A-2 Term Loans were repaid and terminated in September 2019. Annualized Cash Rents represents the annualized monthly Contractual Rent, less any rent reserved for, multiplied by twelve. Capitalization Rate represents the Annualized Cash Rents on the date of a property disposition divided by the gross sales price. For multi-tenant properties, non-reimbursable property costs are deducted from the Annualized Cash Rents prior to computing the disposition Capitalization Rate. CMBS are those notes secured by commercial real estate and rents therefrom under which certain indirect wholly-owned special purpose entity subsidiaries of the Company are the borrowers. These liabilities are discussed in greater detail in our financial statements and the notes thereto included in our periodic reports filed with the SEC. Convertible Notes are the $402.5 million convertible notes of the Company due in 2019 and the $345.0 million convertible notes of the Company due in 2021, together. The 2019 Notes matured in May 2019 and were settled in cash. These liabilities are discussed in greater detail in our financial statements and the notes thereto included in our periodic reports filed with the SEC. Contractual Rent represents monthly contractual cash rent and earned income from direct financing leases, excluding percentage rents, from our Owned Properties 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. We use Contractual Rent when calculating certain metrics that are useful to evaluate portfolio credit, asset type, industry and geographic diversity and to manage risk. EBITDAre is a non-GAAP financial measure and is computed in accordance with standards established by NAREIT. EBITDAre is defined as net income (loss) (computed in accordance with GAAP), plus interest expense, plus income tax expense (if any), plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property, plus impairment write-downs of depreciated property and investments in unconsolidated real estate ventures, plus adjustments to reflect the Company's share of EBITDAre of unconsolidated real estate ventures. Economic Yield is calculated by dividing the contractual cash rent, including fixed rent escalations and/or cash increases determined by CPI (increases calculated using a month to month historical CPI index) by the initial lease term, expressed as a percentage of the Gross Investment. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements.

Slide 24

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 REPORTING DEFINITIONS AND EXPLANATIONS Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Enterprise Value represents Total Market Capitalization less cash and cash equivalents and reserves on deposit with lenders as of the date indicated. Equity Market Capitalization is calculated by multiplying the number of shares outstanding by the closing share price of the Company’s common stock as of the date indicated. Fixed Charge Coverage Ratio (FCCR) is the ratio of Annualized Adjusted EBITDAre to Annualized Fixed Charges, a ratio derived from non-GAAP measures that we use to evaluate our liquidity and ability to obtain financing. Fixed charges consist of interest expense, reported in accordance with GAAP, less non-cash interest expense. Annualized Fixed Charges is calculated by multiplying fixed charges for the quarter by four. GAAP are the Generally Accepted Accounting Principles in the United States. Gross Investment represents the gross acquisition cost including the contracted purchase price and related capitalized transaction costs. Initial Cash Yield from properties is calculated by dividing the first twelve months of contractual cash rent (excluding any future rent escalations provided subsequently in the lease and percentage rent) by the Gross Investment in the related properties. Initial Cash Yield is a measure (expressed as a percentage) of the contractual cash rent expected to be earned on an acquired property in the first year. Because it excludes any future rent increases or additional rent that may be contractually provided for in the lease, as well as any other income or fees that may be earned from lease modifications or asset dispositions, Initial Cash Yield does not represent the annualized investment rate of return of our acquired properties. Additionally, actual contractual cash rent earned from the properties acquired may differ from the Initial Cash Yield based on other factors, including difficulties collecting anticipated rental revenues and unanticipated expenses at these properties that we cannot pass on to tenants, as well as the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018. Lease Expiration is the end of the initial term under a lease and does not account for extension periods under the lease. Master Trust 2013 Notes are net-lease mortgage notes issued under the Spirit Master Funding Program. Indirect special purpose entity subsidiaries of the Company are the borrowers. These liabilities are discussed in greater detail in our financial statements and the notes thereto included in our periodic reports filed with the SEC. The Master Trust 2013 Notes were repaid in June 2019. Net Asset Value (NAV) We believe disclosing information frequently used in the calculation of NAV is useful to investors and because it enables and facilitates calculation of a metric frequently used by our management as one method to estimate the fair value of our business. The assessment of the fair value of our business is subjective in that it involves estimates and assumptions and can be calculated using various methods. Therefore, we have presented certain information regarding our financial and operating results, as well as our assets and liabilities that we believe are important in calculating our NAV, but have not presented any specific methodology nor provided any guidance on the assumptions or estimates that should be used in the calculation of NAV. The components of NAV do not consider the potential changes in the value of assets, the collectability of rents or other receivable obligations, or the value associated with our operating platform. Net Book Value represents the Real Estate Investment value, less impairment charges and net of accumulated depreciation. Occupancy is calculated by dividing the number of economically yielding Owned Properties in the portfolio as of the measurement date by the number of total Owned Properties on said date. Owned Properties refers to properties owned fee-simple or ground leased by Company subsidiaries as lessee. Real Estate Investment represents the Gross Investment plus improvements less impairment charges. Senior Unsecured Notes refers to the $300 million aggregate principal amount of 4.450% senior unsecured notes due 2026, the $300 million aggregate principal amount of 3.200% senior unsecured notes due 2027, the $400 million aggregate principal amount of 4.000% senior unsecured notes due 2029, and the $500 million aggregate principal amount of 3.400% senior unsecured notes due 2030. Tenant represents the legal entity ultimately responsible for obligations under the lease agreement or an affiliated entity. Other tenants may operate the same or similar business concept or brand. Total Market Capitalization represents Equity Market Capitalization plus Total Debt as of the date indicated.

Slide 25

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 REPORTING DEFINITIONS AND EXPLANATIONS Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Total Debt represents the sum of the principal balances outstanding on interest-bearing debt on the Company’s balance sheet as of the date indicated. Unencumbered Assets represents the assets in our portfolio that are not subject to mortgage indebtedness, which we use to evaluate our potential access to capital and in our management of financial risk. The asset value attributed to these assets is the Real Estate Investment. Unsecured Debt represents components of Total Debt that are not secured by liens, mortgages or deeds of trust on Company assets. Weighted Average Remaining Lease Term is calculated by dividing the sum product of (a) a stated revenue or sales price component and (b) the lease term for each lease by (c) the sum of the total revenue or sale price components for all leases within the sample. Weighted Average Stated Interest Rate is calculated by dividing the sum product of (a) coupon interest rate of each note and (b) the principal balance outstanding of each note by (c) the sum of the total principal balances outstanding for all notes in the sample. Weighted Average Unit Level Rent Coverage is used as an indicator of individual asset profitability, as well as signaling the property’s importance to our tenants’ financial viability. We calculate Unit Level Rent Coverage by dividing our reporting tenants’ trailing 12-month EBITDAR (earnings before interest, tax, depreciation, amortization and rent) by annual contractual rent. These are then weighted based on the tenant's Contractual Rent. Tenants in the manufacturing industry are excluded from the calculation.

Slide 26

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. Notice Regarding Non-GAAP Financial Measures In addition to U.S. GAAP financial measures, this presentation contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in this Appendix if the reconciliation is not presented on the page in which the measure is published. Fixed Charge Coverage Ratio (FCCR) Q3 2019 Q1 2019 Annualized Adjusted EBITDAre $ 433,256 Interest expense 24,675 Less: Non-cash interest (2,685 ) Preferred Stock dividends 2,587 Fixed charges $ 24,577 Annualized fixed charges $ 98,308 FCCR 4.4 x NON-GAAP RECONCILIATIONS$ in thousands Adjusted Debt to Enterprise Value Q3 2019 Q1 2019 Adjusted Debt $ 1,737,075 Enterprise Value $ 6,667,244 Adjusted Debt to Enterprise Value 26.1 % Unencumbered Assets to Unsecured Debt Q3 2019 Q1 2019 Unsecured debt: 2019 Credit Facility $ — Senior Unsecured Notes 1,500,000 Convertible Notes 345,000 Total Unsecured Debt $ 1,845,000 Unencumbered Assets $ 5,075,867 Unencumbered Assets / Unsecured Debt 2.8x 2.5x Adjusted Debt, Adjusted EBITDAre, Annualized Adjusted EBITDAre Q3 2019 Q1 2019 Revolving credit facilities $ — Senior Unsecured Notes, net 1,483,491 Mortgages and notes payable, net 259,113 Convertible Notes, net 334,904 Total debt, net 2,077,508 Add / (less): Unamortized debt discount, net 10,664 Unamortized deferred financing costs 18,569 Cash and cash equivalents (358,440 ) Restricted cash balances held for the benefit of lenders (11,226 ) Adjusted Debt 1,737,075 Preferred Stock at liquidation value 172,500 Adjusted Debt + Preferred Stock 1,909,575 Net income 81,294 Add / (less): Interest 24,675 Depreciation and amortization 43,907 Income tax expense 11,190 Gain on disposition of assets (32,254 ) Portfolio impairments 5,932 EBITDAre 134,744 Add / (less): Adjustments to revenue producing acquisitions and dispositions (1) 3,599 Deal pursuit costs 330 Loss on debt extinguishment 5,580 Termination of interest rate swaps 12,461 Termination of Asset Management Agreement (48,156 ) Adjusted EBITDAre 108,558 Other adjustments for Annualized EBITDAre (2) (244) Annualized Adjusted EBITDAre (3) $ 433,256 Adjusted Debt / Annualized Adjusted EBITDAre 4.0 x Adjusted Debt + Preferred / Annualized Adjusted EBITDAre 4.4 x (1) Revenue producing acquisitions and dispositions were adjusted as if such acquisitions and dispositions had occurred at the beginning of the quarter. (2) Adjustments for which annualization would not be appropriate are composed of certain non-recurring other income. (3) Annualized Adjusted EBITDAre has not been adjusted to exclude the following: (1) asset management fees of $4.4 million and $14.4 million earned during the three and nine months ended September 30, 2019, respectively; (2) property management and servicing fees of $1.7 million and $5.5 million earned during the three and nine months ended September 30, 2019, respectively; (3) preferred dividend income from SMTA of $3.3 million and $10.8 million earned during the three and nine months ended September 30, 2019, respectively; (4) interest income on related party notes receivable of $0.3 million and $1.1 million earned during the three and nine months ended September 30, 2019, respectively, and an early repayment premium of $0.9 million earned during the three and nine months ended September 30, 2019; and (5) interest expense on related party loans payable of $58 thousand and $0.2 million incurred during the three and nine months ended September 30, 2019, respectively.

Slide 27

Q3 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of September 30, 2019 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations, and a disclosure regarding Forward-Looking Statements. The information in this supplemental report should be read in conjunction with the accompanying earnings press release, as well as the Company's Annual Report on Form 10-K and other information filed with the Securities and Exchange Commission. This supplemental report is not incorporated into such filings. This document is not an offer to sell or a solicitation to buy securities of Spirit Realty Capital, Inc. Any offer or solicitation shall be made only by means of a prospectus approved for that purpose. Forward-Looking and Cautionary Statements This supplemental report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this supplemental report, 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 that may be incorrect or imprecise, and Spirit may not be able to realize them. Spirit does 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; Spirit's success in implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; the financial performance of Spirit's retail tenants and the demand for retail space, particularly with respect to challenges being experienced by general merchandise retailers; Spirit's ability to diversify its tenant base; the nature and extent of future competition; increases in Spirit's costs of borrowing as a result of changes in interest rates and other factors; Spirit's ability to access debt and equity capital markets; Spirit's ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; Spirit's ability and willingness to renew its leases upon expiration and to reposition its properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or Spirit exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect Spirit or its major tenants; Spirit's ability to manage its expanded operations; Spirit's ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; Spirit's ability to manage and liquidate the remaining SMTA assets; 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 discussed in Spirit's most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this supplemental report. While forward-looking statements reflect Spirit's good faith beliefs, they are not guarantees of future performance. Spirit disclaims 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. FORWARD-LOOKING STATEMENTS AND RISK FACTORS

(Back To Top)