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Section 1: 8-K (8-K Q4 2018 EARNINGS)

Document


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): February 20, 2019

SPIRIT REALTY CAPITAL, INC.
(Exact name of registrant as specified in its charter)

Maryland
(Spirit Realty Capital, Inc.)
 
001-36004
 
20-1676382
(Spirit Realty Capital, Inc.)
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 2727 North Harwood Drive, 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):
 
w
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
w
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
w
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
w
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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






ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 20, 2019, Spirit Realty Capital, Inc. (the “Company”), issued (i) a press release reporting its results of operations for the fourth fiscal quarter and year ended December 31, 2018, 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 fourth fiscal quarter and year ended December 31, 2018, 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
99.2






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: February 20, 2019




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

Exhibit


396815735_spiritrealtylogojpga03.jpg
Press Release
Spirit Realty Capital, Inc.
Announces Fourth Quarter and Full Year 2018
Financial and Operating Results
- Executed $1.62 Billion Unsecured Credit Facility -
- Received Final Settlement of $19.7 Million from Haggen Holdings, LLC ("Haggen") -
Dallas, TX—February 20, 2019 —Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit" or the "Company"), a premier 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 three and twelve months ended December 31, 2018.
FOURTH QUARTER 2018 HIGHLIGHTS
Executed $1.62 billion unsecured credit facility in January 2019, comprised of an $800 million unsecured revolving credit facility maturing in March 2023, a $420 million unsecured term loan maturing in March 2024 and a $400 million unsecured delayed draw term loan maturing in March 2022.
Received final settlement of $19.7 million from Haggen (the "Haggen Settlement") in relation to the Company's claim from 20 properties leased to Haggen at the time of Haggen's bankruptcy in 2015.
Generated net income from continuing operations of $0.61 vs $0.37 per diluted share, FFO of $0.93 vs $0.94 per share and AFFO of $1.06 vs $1.06 per share, compared to same quarter 2017. AFFO excluding the impact of the Haggen Settlement was $0.84 per share for the fourth quarter 2018, which equates to an annualized AFFO per share of $3.34.
Achieved strong operating results, including portfolio occupancy of 99.7% as of December 31, 2018 and same store Contractual Rent growth of 1.6%.
Decreased Adjusted Debt to Annualized Adjusted EBITDAre to 5.1x at December 31, 2018.
Had corporate liquidity of $668.2 million as of December 31, 2018, including availability under the unsecured revolving credit facility and cash available for investment.
CEO COMMENTS
“2018 was a strong year for Spirit across our entire business. We successfully completed the Spin-Off of SMTA, demonstrated consistent portfolio operations, achieved results at the high end of our AFFO guidance metric and attained leverage at one turn below the low-end of our target. Our relationship-driven pipeline, proprietary analytical tools, strong balance sheet and healthy portfolio put Spirit in a position to deliver consistent results. As we look into 2019, Spirit will be focused on meeting our acquisition and disposition targets, continuing our high quality operations and assisting SMTA in executing its strategic alternatives. We believe these actions are the final steps to achieve our goal of becoming a simplified, pure-play triple net REIT,” stated Jackson Hsieh, President and Chief Executive Officer.


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FULL YEAR 2018 HIGHLIGHTS
On May 31, 2018, successfully completed the Spin-Off of Spirit MTA REIT ("SMTA").
Generated net income from continuing operations of $1.58 vs $0.40 per diluted share, FFO of $3.71 vs $3.91 per share and AFFO of $3.99 vs $4.24 per share, compared to the full year 2017.
Invested $287.0 million, including $250.8 million for the acquisition of 17 properties, with an initial weighted average cash yield of 7.08% and an economic yield of 8.01%.
Sold 29 properties for $103.3 million in gross proceeds, with an overall weighted average capitalization rate of 6.46% on 18 income producing properties.
FINANCIAL RESULTS
Total revenues from continuing operations for the three months ended December 31, 2018 were $129.5 million, compared to $107.4 million for the same period in 2017. For the year ended December 31, 2018, total revenues from continuing operations were $445.1 million, compared to $431.3 million for the same period in 2017.
Net income attributable to common stockholders for the three months ended December 31, 2018 was $51.5 million, or $0.60 per diluted share, compared to $33.3 million, or $0.36 per diluted share, for the same period in 2017. Net income attributable to common stockholders for the year ended December 31, 2018 was $121.7 million, or $1.39 per diluted share, compared to net income of $74.6 million, or $0.79 per diluted share, for the same period in 2017.
FFO per diluted share was $0.93 and $0.94 for the three months ended December 31, 2018 and 2017, respectively. FFO per diluted share was $3.71 and $3.91 for the year ended December 31, 2018 and 2017, respectively.
AFFO for the three months ended December 31, 2018 was $90.9 million ($71.8 million excluding the Haggen Settlement), or $1.06 per diluted share, compared to $96.5 million, or $1.06 per diluted share, for the same period in 2017. AFFO for the year ended December 31, 2018 was $346.3 million ($327.2 million excluding the Haggen Settlement), or $3.99 per diluted share, compared to $398.1 million, or $4.24 per diluted share, for the same period in 2017.
The Board of Directors declared a quarterly cash dividend of $0.625 per common share, representing an annualized rate of $2.50 per common share. The Board of Directors also declared a quarterly cash dividend of $0.375 per preferred share. The quarterly common dividend was paid on January 15, 2019 to shareholders of record as of December 31, 2018 and the preferred dividend was paid on December 31, 2018 to shareholders of record as of December 17, 2018.
PORTFOLIO HIGHLIGHTS
During the year ended December 31, 2018, Spirit invested $250.8 million in the acquisition of 17 properties through nine transactions, with an initial weighted-average cash yield of approximately 6.9%, an economic yield of 8.0% and a weighted average lease term of 17.1 years. Additionally, the Company invested $36.2 million in revenue producing capital expenditures related to 49 existing properties.
During the year ended December 31, 2018, Spirit disposed of 29 properties for $103.3 million in gross proceeds, including the sale of 18 income producing properties for $68.7 million, with a weighted average capitalization rate of 6.46%. Six of the remaining properties were transferred to CMBS lenders, resulting in the resolution of $56.2 million in secured debt. The remaining five properties were vacant and sold for $10.8 million.
At December 31, 2018, Spirit's diversified real estate portfolio remained occupied at 99.7%. and was comprised of 1,462 owned properties, of which five were vacant, and 52 properties securing mortgage loans.


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BALANCE SHEET, LIQUIDITY & CAPITAL MARKETS
Unencumbered Assets totaled $4.1 billion as of December 31, 2018, representing approximately 80.5% of Spirit's Real Estate Investment.
Adjusted Debt to Annualized Adjusted EBITDAre was 5.1x at December 31, 2018, compared to 6.3x at December 31, 2017 (please note that, in 2018 and going forward, the definition of Adjusted EBITDAre was revised to reflect adjustments made for income producing acquisitions and dispositions made during the quarter, and Annualized Adjusted EBITDAre was revised to reflect adjustments for items where annualization is not appropriate).
Extinguished $202.1 million of mortgages and notes payable that had a weighted average interest rate of 5.5% during 2018.
During the year ended December 31, 2018 and prior to the Spin-Off of SMTA, the Company repurchased 4.2 million shares of outstanding common stock at a weighted average purchase price of $39.49 per share.
Sold 92.5 thousand shares of common stock under the Company's At-the-Market Program ("ATM Program"), at a weighted average share price of $40.57, generating aggregate gross proceeds of $3.8 million.
As of February 19, 2019, Spirit had approximately $14 million in cash and cash equivalents and $624 million of available borrowing capacity under its unsecured credit facility.
As of February 19, 2019, Spirit had additional funds available for acquisitions of approximately $11 million in its 1031 Exchange and Master Trust 2013 release accounts.
As of February 19, 2019, Spirit had an outstanding share count of 85,918,339.
2019 GUIDANCE
For fiscal year 2019, the Company is providing guidance for Spirit:
AFFO of $3.32 to $3.38 per share (assumes a full year of related party fee income and preferred dividend income from SMTA),
Capital deployment of $400.0 million to $550.0 million (comprising acquisitions, revenue producing capital expenditures and development deals),
Asset dispositions of $250.0 million to $350.0 million, and
Adjusted Debt to Adjusted EBITDAre of 5.0x to 5.4x.
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 on debt extinguishment, impairments and other items that are outside the control of the Company.


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EARNINGS WEBCAST AND CONFERENCE CALL TIME
The Company's fourth quarter 2018 earnings conference call is scheduled for Thursday, February 21, 2019 at 9:00am 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 March 7, 2019 with access code 13686917.
(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 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 data center properties.
As of December 31, 2018, our diversified portfolio was comprised of 1,514 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 28.6 million square feet, are leased to 252 tenants across 49 states and 32 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]


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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; the impact of Shopko's bankruptcy filing on SMTA; the impact of SMTA's board of trustees' decision to accelerate its strategic plan, including Spirit's ability to collect amounts to which it is contractually entitled under the Asset Management Agreement or SMTA Preferred Stock upon a resolution of SMTA and/or a termination of the Asset Management Agreement; Spirit's ability to perform as an external manager for SMTA; 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.


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SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)
 
 
Three Months 
 Ended December 31,
 
Year Ended December 31,
 
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
 
Rental income
 
$
101,751

 
$
105,516

 
$
402,321

 
$
424,260

Interest income on loans receivable
 
1,037

 
954

 
3,447

 
3,346

Earned income from direct financing leases
 
419

 
465

 
1,814

 
2,078

Related party fee income
 
6,869

 

 
15,838

 

Other income (1)
 
19,407

 
435

 
21,705

 
1,574

Total revenues
 
129,483

 
107,370

 
445,125

 
431,258

Expenses:
 
 
 
 
 
 
 
 
General and administrative (2)
 
13,150

 
10,723

 
52,993

 
54,998

Property costs (including reimbursable) (3)
 
5,537

 
6,780

 
21,066

 
28,487

Real estate acquisition costs
 
67

 
583

 
210

 
1,434

Interest
 
26,163

 
27,589

 
97,548

 
113,394

Depreciation and amortization
 
41,437

 
43,052

 
162,452

 
173,686

Impairments
 
471

 
1,339

 
6,725

 
61,597

Total expenses
 
86,825

 
90,066

 
340,994

 
433,596

Other income:
 
 
 
 
 
 
 
 
(Loss) gain on debt extinguishment
 

 
(1,190
)
 
27,092

 
579

Gain on disposition of assets
 
13,802

 
20,712

 
14,629

 
42,698

Preferred dividend income from SMTA
 
3,750

 

 
8,750

 

Other expense
 
(5,319
)
 

 
(5,319
)
 

Total other income
 
12,233

 
19,522

 
45,152

 
43,277

Income from continuing operations before income tax expense
 
54,891

 
36,826

 
149,283

 
40,939

Income tax expense
 
(317
)
 
(90
)
 
(792
)
 
(511
)
Income from continuing operations
 
54,574

 
36,736

 
148,491

 
40,428

(Loss) income from discontinued operations
 
(460
)
 
(945
)
 
(16,439
)
 
36,720

Net income
 
54,114

 
35,791

 
132,052

 
77,148

Dividends paid to preferred stockholders
 
(2,588
)
 
(2,530
)
 
(10,352
)
 
(2,530
)
Net income attributable to common stockholders
 
$
51,526

 
$
33,261

 
$
121,700

 
$
74,618

 
 
 
 
 
 
 
 
 
Net income per share of common stock—diluted:
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.61

 
$
0.37

 
$
1.58

 
$
0.40

Discontinued operations
 
(0.01
)
 
(0.01
)
 
(0.19
)
 
0.39

Net income per share attributable to common stockholders-diluted
 
$
0.60

 
$
0.36

 
$
1.39

 
$
0.79

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
85,396,319

 
90,759,812

 
86,321,268

 
93,586,991

Diluted
 
85,550,290

 
90,766,035

 
86,476,449

 
93,588,560

(1) 
In December 2018, the Company received final settlement proceeds from Haggen of $19.7 million in relation to the Company's claim from 20 properties leased to Haggen at the time of Haggen's bankruptcy in 2015. As a result, other income for the three months and year ended December 31, 2018 includes $19.1 million of settlement proceeds. The remaining $0.6 million of proceeds received relieved accruals related to Haggen.
(2)  
Included in general and administrative expenses for the year ended December 31, 2018 is $3.9 million of severance-related costs, comprised of $2.1 million of cash compensation and $1.8 million of non-cash compensation related to the acceleration of Restricted Stock and Performance Share Awards in connection with the departure of two executive officers. Included in general and administrative expenses for the year ended December 31, 2017 is $11.1 million of severance-related costs, comprised of $4.2 million of cash compensation and $6.9 million of non-cash compensation related to the acceleration of Restricted Stock and Performance Share Awards in connection with the departure of one executive officer.
(3) Included in property costs (including reimbursable) for the three months ended December 31, 2018 is $0.6 million of bad debt expense. There was no bad debt expense included in the three months ended December 31, 2017. Included in property costs (including reimbursable) for the years ended December 31, 2018 and 2017 is $0.6 million and $2.5 million, respectively, of bad debt expense.


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SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
 
 
December 31,
2018
 
December 31,
2017
Assets
 
 
 
 
Investments:
 
 
 
 
Real estate investments:
 
 
 
 
Land and improvements
 
$
1,632,664

 
$
1,598,355

Buildings and improvements
 
3,125,053

 
2,989,451

Total real estate investments
 
4,757,717

 
4,587,806

Less: accumulated depreciation
 
(621,456
)
 
(503,568
)
 
 
4,136,261

 
4,084,238

Loans receivable, net
 
47,044

 
78,466

Intangible lease assets, net
 
294,463

 
306,252

Real estate assets under direct financing leases, net
 
20,289

 
24,865

Real estate assets held for sale, net
 
18,203

 
20,469

Net investments
 
4,516,260

 
4,514,290

Cash and cash equivalents
 
14,493

 
8,792

Deferred costs and other assets, net
 
156,428

 
121,949

Investment in Master Trust 2014
 
33,535

 

Preferred equity investment in SMTA
 
150,000

 

Goodwill
 
225,600

 
225,600

Assets related to SMTA Spin-Off
 

 
2,392,880

Total assets
 
$
5,096,316

 
$
7,263,511

 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
Liabilities:
 
 
 
 
2015 Credit Facility
 
$
146,300

 
$
112,000

2015 Term Loan, net
 
419,560

 

Senior Unsecured Notes, net
 
295,767

 
295,321

Mortgages and notes payable, net
 
463,196

 
589,644

Convertible Notes, net
 
729,814

 
715,881

Total debt, net
 
2,054,637

 
1,712,846

Intangible lease liabilities, net
 
120,162

 
130,574

Accounts payable, accrued expenses and other liabilities
 
119,768

 
131,642

Liabilities related to SMTA Spin-Off
 

 
1,968,840

Total liabilities
 
2,294,567

 
3,943,902

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 December 31, 2018 and December 31, 2017, liquidation preference of $25.00 per share
 
166,177

 
166,193

Common stock, $0.05 par value, 750,000,000 shares authorized: 85,787,355 shares and 89,774,135 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
 
4,289

 
4,489

Capital in excess of common stock par value
 
4,995,697

 
5,193,631

Accumulated deficit
 
(2,357,255
)
 
(2,044,704
)
Accumulated other comprehensive loss
 
(7,159
)
 

Total stockholders’ equity
 
2,801,749

 
3,319,609

Total liabilities and stockholders’ equity
 
$
5,096,316

 
$
7,263,511



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SPIRIT REALTY CAPITAL, INC.
Reconciliation of Non-GAAP Financial Measures
(In Thousands, Except Share and Per Share Data)

FFO and AFFO
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2018
 
2017
 
2018
 
2017
Net income attributable to common stockholders
 
$
51,526

 
$
33,261

 
$
121,700

 
$
74,618

Add/(less):
 
 
 
 
 
 
 
 
Portfolio depreciation and amortization
 
41,295

 
62,990

 
197,346

 
255,454

Portfolio impairments
 
471

 
14,221

 
17,668

 
102,330

Gain on disposition of assets
 
(13,802
)
 
(24,909
)
 
(14,355
)
 
(65,106
)
Total adjustments
 
27,964

 
52,302

 
200,659

 
292,678

FFO attributable to common stockholders
 
$
79,490

 
$
85,563

 
$
322,359

 
$
367,296

Add/(less):
 
 
 
 
 
 
 
 
Loss (gain) on debt extinguishment
 

 
3,415

 
(26,729
)
 
1,645

Real estate acquisition costs
 
67

 
583

 
549

 
1,356

Transaction costs
 
460

 
3,216

 
21,391

 
6,361

Non-cash interest expense
 
4,536

 
6,533

 
22,866

 
23,469

Accrued interest and fees on defaulted loans
 
292

 
1,284

 
1,429

 
4,201

Straight-line rent, net of related bad debt expense
 
(3,156
)
 
(6,047
)
 
(15,382
)
 
(19,474
)
Other amortization and non-cash charges
 
(848
)
 
(818
)
 
(2,434
)
 
(3,266
)
Non-cash compensation expense
 
2,926

 
2,783

 
15,114

 
16,560

Other G&A costs associated with Spin-Off
 
1,841

 

 
1,841

 

Other expense
 
5,319

 

 
5,319

 

Total adjustments to FFO
 
11,437

 
10,949

 
23,964

 
30,852

AFFO attributable to common stockholders
 
$
90,927

 
$
96,512

 
$
346,323

 
$
398,148

 
 
 
 
 
 
 
 
 
Dividends declared to common stockholders
 
$
53,617

 
$
80,796

 
$
262,901

 
$
332,402

Dividends declared as percent of AFFO
 
59
%
 
84
%
 
76
%
 
83
%
Net income per share of common stock
 
 
 
 
 
 
 
 
Basic (1)
 
$
0.60

 
$
0.36

 
$
1.40

 
$
0.79

Diluted (1)
 
$
0.60

 
$
0.36

 
$
1.39

 
$
0.79

FFO per share of common stock
 
 
 
 
 
 
 
 
Diluted (1)
 
$
0.93

 
$
0.94

 
$
3.71

 
$
3.91

AFFO per share of common stock
 
 
 
 
 
 
 
 
Diluted (1)
 
$
1.06

 
$
1.06

 
$
3.99

 
$
4.24

AFFO per share of common stock, excluding Haggen settlement (2)
 
$
0.84

 
$
1.06

 
$
3.78

 
$
4.24

 
 
 
 
 
 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
 
Basic
 
85,396,319

 
90,759,812

 
86,321,268

 
93,586,991

Diluted
 
85,550,290

 
90,766,035

 
86,476,449

 
93,588,560

(1) 
For the three months ended December 31, 2018 and 2017, dividends paid to unvested restricted stockholders of $0.2 million and $0.3 million, respectively, and for the years ended December 31, 2018 and 2017, dividends paid to unvested restricted stockholders of $1.1 million and $0.9 million, respectively, are deducted from FFO and AFFO attributable to common stockholders in the computation of per share amounts.
For the three months and year ended December 31, 2018, undistributed earnings allocated to unvested restricted stockholders of $0.1 million and $0.2 million, respectively, are deducted from FFO attributable to common stockholders in the computation of per share amounts. For the three months and year ended December 31, 2018, undistributed earnings allocated to unvested restricted stockholders of $0.2 million and $0.3 million, respectively, are deducted from AFFO attributable to common stockholders in the computation of per share amounts.

(2)  AFFO attributable to common stockholders for the three months and year ended December 31, 2018, excluding $19.1 million of proceeds from the Haggen Settlement included in net income attributable to common stockholders.


8 | Page

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

a201810koperatingsupplem
Supplemental Financial & Operating Information FOURTH QUARTER ENDED DECEMBER 31, 2018


 
CORPORATE OVERVIEW NYSE:SRC 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 data center properties. As of December 31, 2018, our diversified portfolio was comprised of 1,514 properties, including properties securing mortgage loans. Our properties, with an aggregate gross leasable area of approximately 28.6 million square feet, are leased to 252 tenants across 49 states and 32 industries. Corporate Headquarters Transfer Agent Investor Relations 2727 N. Harwood St. American Stock Transfer (972) 476-1903 Suite 300 & Trust Company, LLC [email protected] Dallas, Texas 75201 Phone: 866-703-9065 spiritrealty.com Phone: 972-476-1900 www.amstock.com www.spiritrealty.com Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 2


 
TABLE OF CONTENTS NYSE:SRC 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 and Renewals 18 Lease Structure and Expirations 19 Net Asset Value (NAV) Components 20 Analyst Coverage 21 Appendix: 22 Reporting Definitions and Explanations 23 Non-GAAP Reconciliations 27 Forward-Looking Statements and Risk Factors 28 Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 3


 
PORTFOLIO AND FINANCIAL OVERVIEW $ in thousands PortfolioNYSE:SRC Data Top Ten Tenants as Percent of Contractual Rent Total Real Estate Investments $ 5,123,631 Owned Properties 1,462 Properties Securing Mortgage Loans 52 Walgreen Company 3.4% Total Properties 1,514 Tenants 252 Cajun Global, LLC 3.4% Tenant Industries 32 States 49 The Home Depot, Inc. 2.9% Weighted Average Remaining Lease Term (Years) 9.6 Occupancy 99.7% Alimentation Couche-Tard, Inc. 2.8% Financial Ratios CVS Caremark Corporation 2.4% Adjusted Debt / Enterprise Value 38.7% Adjusted Debt / Annualized Adjusted EBITDAre 5.1x Life Time Fitness, Inc. 2.3% Adjusted Debt + Preferred / Annualized Adjusted EBITDAre 5.5x Fixed Charge Coverage Ratio 4.1x GPM Investments, LLC 2.2% Unencumbered Assets / Unsecured Debt 2.5x Ferguson Enterprises, Inc. 1.7% Corporate Liquidity Cash and Cash Equivalents $ 14,493 PetSmart, Inc. 1.7% Availability under 2015 Credit Facility 653,700 Total $ 668,193 AB Acquisition, LLC 1.6% Capitalization Unencumbered Assets Properties Real Estate Investment Common Market Equity $ 3,011,801 Retail 1,079 $ 3,606,154 Preferred Liquidation Value 172,500 Industrial 27 176,662 Total Capitalization 3,184,301 Office 20 246,696 Total Adjusted Debt 2,006,881 Enterprise Value 5,191,182 Data Centers 3 56,748 Outstanding Shares of Common Stock (1) 85,441,174 Total 1,129 $ 4,086,260 (1) Total outstanding shares as of December 31, 2018, 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. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 4


 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS $ in thousands (Unaudited) Three Months Ended December 31, Year Ended December 31, NYSE:SRC 2018 2017 2018 2017 Revenues: Rental income $ 101,751 $ 105,516 $ 402,321 $ 424,260 Interest income on loans receivable 1,037 954 3,447 3,346 Earned income from direct financing leases 419 465 1,814 2,078 Related party fee income 6,869 — 15,838 — Other income (1) 19,407 435 21,705 1,574 Total revenues 129,483 107,370 445,125 431,258 Expenses: General and administrative (2) 13,150 10,723 52,993 54,998 Property costs (including reimbursable) (3) 5,537 6,780 21,066 28,487 Real estate acquisition costs 67 583 210 1,434 Interest 26,163 27,589 97,548 113,394 Depreciation and amortization 41,437 43,052 162,452 173,686 Impairments 471 1,339 6,725 61,597 Total expenses 86,825 90,066 340,994 433,596 Other income: (Loss) gain on debt extinguishment — (1,190) 27,092 579 Gain on disposition of assets 13,802 20,712 14,629 42,698 Preferred dividend income from SMTA 3,750 — 8,750 — Other expense (5,319) — (5,319) — Total other income 12,233 19,522 45,152 43,277 Income from continuing operations before income tax expense 54,891 36,826 149,283 40,939 Income tax expense (317) (90) (792) (511) Income from continuing operations 54,574 36,736 148,491 40,428 (Loss) income from discontinued operations (460) (945) (16,439) 36,720 Net income 54,114 35,791 132,052 77,148 Dividends paid to preferred stockholders (2,588) (2,530) (10,352) (2,530) Net income attributable to common stockholders $ 51,526 $ 33,261 $ 121,700 $ 74,618 (1) In December 2018, the Company received final settlement proceeds from Haggen Holding, LLC ("Haggen") of $19.7 million (the "Haggen Settlement") in relation to the Company's claim from 20 properties leased to Haggen at the time of Haggen's bankruptcy in 2015. As a result, other income for the three months and year ended December 31, 2018 includes $19.1 million of settlement proceeds. The remaining $0.6 million of proceeds received relieved accruals related to Haggen. (2) Included in general and administrative expenses for the year ended December 31, 2018 is $3.9 million of severance-related costs, comprised of $2.1 million of cash compensation and $1.8 million of non-cash compensation related to the acceleration of Restricted Stock and Performance Share Awards in connection with the departure of two executive officers. Included in general and administrative expenses for the year ended December 31, 2017 is $11.1 million of severance-related costs, comprised of $4.2 million of cash compensation and $6.9 million of non-cash compensation related to the acceleration of Restricted Stock and Performance Share Awards in connection with the departure of one executive officer. (3) Included in property costs (including reimbursable) for the three months ended December 31, 2018 is $0.6 million of bad debt expense. There was no bad debt expense included in the three months ended December 31, 2017. Included in property costs (including reimbursable) for the years ended December 31, 2018 and 2017 is $0.6 million and $2.5 million, respectively, of bad debt expense. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 5


 
FUNDS AND ADJUSTED FUNDS FROM OPERATIONS (FFO/AFFO) $ in thousands, except per share amounts NYSE:SRC(Unaudited) Three Months Ended Year Ended December 31, December 31, 2018 2017 2018 2017 Net income attributable to common stockholders $ 51,526 $ 33,261 $ 121,700 $ 74,618 Portfolio depreciation and amortization 41,295 62,990 197,346 255,454 Portfolio impairments 471 14,221 17,668 102,330 Gain on disposition of assets (13,802) (24,909) (14,355) (65,106) FFO attributable to common stockholders $ 79,490 $ 85,563 $ 322,359 $ 367,296 Loss (gain) on debt extinguishment — 3,415 (26,729) 1,645 Real estate acquisition costs 67 583 549 1,356 Transaction costs 460 3,216 21,391 6,361 Non-cash interest expense 4,536 6,533 22,866 23,469 Accrued interest and fees on defaulted loans 292 1,284 1,429 4,201 Straight-line rent, net of related bad debt expense (3,156) (6,047) (15,382) (19,474) Other amortization and non-cash charges (848) (818) (2,434) (3,266) Non-cash compensation expense 2,926 2,783 15,114 16,560 Other G&A costs associated with Spin-Off 1,841 — 1,841 — Other expense 5,319 — 5,319 — AFFO attributable to common stockholders $ 90,927 $ 96,512 $ 346,323 $ 398,148 Dividends declared to common stockholders $ 53,617 $ 80,796 $ 262,901 $ 332,402 Net income per share of common stock Basic (1) $ 0.60 $ 0.36 $ 1.40 $ 0.79 Diluted (1) $ 0.60 $ 0.36 $ 1.39 $ 0.79 FFO per share of common stock Diluted (1) $ 0.93 $ 0.94 $ 3.71 $ 3.91 AFFO per share of common stock Diluted (1) $ 1.06 $ 1.06 $ 3.99 $ 4.24 AFFO per share of common stock, excluding Haggen settlement (2) $ 0.84 $ 1.06 $ 3.78 $ 4.24 Weighted average shares of common stock outstanding: Basic 85,396,319 90,759,812 86,321,268 93,586,991 Diluted 85,550,290 90,766,035 86,476,449 93,588,560 (1)  For the three months ended December 31, 2018 and 2017, dividends paid to unvested restricted stockholders of $0.2 million and $0.3 million, respectively, and for the years ended December 31, 2018 and 2017, dividends paid to unvested restricted stockholders of $1.1 million and $0.9 million, respectively, are deducted from net income, FFO and AFFO attributable to common stockholders in the computation of per share amounts. For the three months and year ended December 31, 2018, undistributed earnings allocated to unvested restricted stockholders of $0.1 million and $0.2 million, respectively, are deducted from FFO attributable to common stockholders in the computation of per share amounts. For the three months and year ended December 31, 2018, undistributed earnings allocated to unvested restricted stockholders of $0.2 million and $0.3 million, respectively, are deducted from AFFO attributable to common stockholders in the computation of per share amounts. (2)  AFFO attributable to common stockholders for the three months and year ended December 31, 2018, excluding $19.1 million of proceeds from the Haggen Settlement included in net income attributable to common stockholders. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 6


 
CONSOLIDATED BALANCE SHEETS $ in thousands, except per share amounts December 31, 2018 December 31, 2017 AssetsNYSE:SRC Real estate investments: Land and improvements $ 1,632,664 $ 1,598,355 Buildings and improvements 3,125,053 2,989,451 Total real estate investments 4,757,717 4,587,806 Less: accumulated depreciation (621,456) (503,568) 4,136,261 4,084,238 Loans receivable, net 47,044 78,466 Intangible lease assets, net 294,463 306,252 Real estate assets under direct financing leases, net 20,289 24,865 Real estate assets held for sale, net 18,203 20,469 Net investments 4,516,260 4,514,290 Cash and cash equivalents 14,493 8,792 Deferred costs and other assets, net 156,428 121,949 Investment in Master Trust 2014 33,535 — Preferred equity investment in SMTA 150,000 — Goodwill 225,600 225,600 Assets related to SMTA Spin-Off — 2,392,880 Total assets $ 5,096,316 $ 7,263,511 Liabilities and stockholders’ equity Liabilities: 2015 Credit Facility 146,300 112,000 2015 Term Loan, net 419,560 — Senior Unsecured Notes, net 295,767 295,321 Mortgages and notes payable, net 463,196 589,644 Convertible Notes, net 729,814 715,881 Total debt, net 2,054,637 1,712,846 Intangible lease liabilities, net 120,162 130,574 Accounts payable, accrued expenses and other liabilities 119,768 131,642 Liabilities related to SMTA Spin-Off — 1,968,840 Total liabilities $ 2,294,567 $ 3,943,902 Stockholders’ equity: Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding 166,177 166,193 at both December 31, 2018 and December 31, 2017, liquidation preference of $25.00 per share Common stock, $0.05 par value, 750,000,000 shares authorized: 85,787,355 shares and 89,774,135 shares issued and 4,289 4,489 outstanding at December 31, 2018 and December 31, 2017, respectively Capital in excess of common stock par value 4,995,697 5,193,631 Accumulated deficit (2,357,255) (2,044,704) Accumulated other comprehensive loss (7,159) — Total stockholders’ equity $ 2,801,749 $ 3,319,609 Total liabilities and stockholders’ equity $ 5,096,316 $ 7,263,511 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 7


 
CAPITALIZATION $ in thousands, except per share amounts Enterprise Value NYSE:SRC $5,191 Million Capitalization & Enterprise Value $6,000 Common Shares Outstanding (1) 85,441,174 (2) Common Share Price $ 35.25 $5,000 Common Market Equity $ 3,011,801 $4,000 Preferred Share Liquidation Value 172,500 Total Capitalization $ 3,184,301 $3,000 Total Adjusted Debt 2,006,881 $2,000 Total Enterprise Value $ 5,191,182 (1) Total outstanding shares as of December 31, 2018, less 0.3 million unvested $1,000 restricted shares. (2) Share price as of December 31, 2018. $0 Debt Type Fixed/Floating Rate Debt Liquidity Available Borrowing Capacity Secured 23% Fixed 73% 2015 Credit Facility $ 653,700 Cash & Cash Equivalents 14,493 Floating Total Liquidity $ 668,193 Unsecured 27% 77% Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 8


 
DEBT SUMMARY $ in thousands % of Total Weighted Average Maturity Date Debt Balance Principal Interest Rate Years to Maturity NYSE:SRC Credit Facility 2015 Credit Facility (1) March 31, 2019 (1) $ 146,300 7.0% 3.631% 0.2 Unsecured Term Loan 2015 Term Loan (1) November 2, 2019 (1) 420,000 20.1% 3.695% 0.8 Unamortized deferred financing costs (440) Carrying amount 419,560 Convertible Notes 2.875% Notes due 2019 May 15, 2019 (1) 402,500 19.3% 2.875% 0.4 3.750% Notes due 2021 May 15, 2021 345,000 16.6% 3.750% 2.4 Unamortized net discount and deferred financing costs (17,686) Carrying amount 729,814 Master Trust 2013 (2) Series 2013-2 Class A Notes December 20, 2023 167,854 8.1% 5.269% 5.0 Unamortized deferred financing costs (4,189) Carrying amount 163,665 Senior Unsecured Notes 4.450 % Notes due 2026 September 15, 2026 300,000 14.4% 4.450% 7.7 Unamortized net discount and deferred financing costs (4,233) Carrying amount 295,767 Mortgages Payable (2) 7 CMBS loans on 101 properties (3) August 2018 - August 2031 274,758 13.2% 5.513% 4.5 4 related party mortgages on 6 properties November 2025 - March 2028 27,890 1.3% 1.000% 9.2 Unamortized net premium and deferred financing costs (3,117) Carrying amount 299,531 Total Debt, net $ 2,054,637 100.0% 3.980% 2.9 (1) % of Weighted On January 14, 2019, Spirit entered into a 2019 Facilities Agreement with various lenders, comprised of (i) a 2019 Credit Facility with a four year Principal Total Avg. Stated term and $800.0 million capacity, (ii) an A-1 Term Loan with a five year term and $420.0 million capacity, and (iii) an A-2 Term Loan with a three year Balance Principal Int. Rate term and $400.0 million capacity. The 2019 Facilities Agreement replaces the existing 2015 Credit Facility and 2015 Term Loan in their entirety. The A-2 Term Loan has a delayed draw feature, which we expect to use to retire the 2.875% Convertible Notes upon their maturity in 2019. Total Unsecured Debt $ 1,613,800 77.4% 3.637% (2) A significant portion of our secured debt is partially amortizing and requires a balloon payment at maturity. Total Secured Debt (2) 470,502 22.6% 5.159% (3) Includes one defaulted CMBS loan with an aggregate principal balance of $10.1 million, including $3.4 million of capitalized interest, with a defaulted Total Principal $ 2,084,302 100.0% 3.980% interest rate of 9.85%. This loan is in default as the property securing the loan is vacant and no longer generating revenue. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 9


 
SENIOR UNSECURED NOTES COVENANT COMPLIANCE NYSE:SRC Covenant Requirement December 31, 2018 Total Debt to Total Assets < 60% 39.1% Total Secured Debt to Total Assets < 40% 8.8% Fixed Charge Coverage > 1.5x 4.09 X Total Unencumbered Assets to Total Unsecured Debt > 1.5x 2.67 X Credit Ratings Standard & Poor's Rating Services BBB- (positive) Moody's Ratings Services (stable) Baa3 Fitch Ratings (positive) BBB- Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 10


 
Investment and Disposition Activity $ in thousands NYSE:SRC Investments - The tables below only detail the acquisition activity for SRC continuing operations. Q4 2018 Wtd. Avg. % of Gross Number of Number of Gross Annualized Total Square Initial Economic Lease Investment Transactions Properties Investment Rents Feet Cash Yield Yield Term (Years) New Tenants 64.4% 3 3 $ 24,288 $ 1,895 117,375 7.80% 8.86% 17.7 Revenue Producing Capital % Expenditures 35.6 — 16 13,401 1,124 — 8.39% — — Total/Weighted Average 100.0% 3 19 $ 37,689 $ 3,019 117,375 8.01% 8.86% 17.7 By Asset Type: Retail 100.0% 3 19 $ 37,689 $ 3,019 117,375 8.01% 8.86% 17.7 Total/Weighted Average 100.0% 3 19 $ 37,689 $ 3,019 117,375 8.01% 8.86% 17.7 YTD 2018 Wtd. Avg. % of Gross Number of Number of Gross Annualized Total Square Initial Economic Lease Investment Transactions Properties Investment Rents Feet Cash Yield Yield Term (Years) New Tenants 81.0% 6 14 $ 232,604 $ 15,842 1,016,081 6.81% 7.96% 17.9 Existing Tenants 6.4% 3 3 18,221 1,523 135,790 8.36% 8.71% 9.5 Revenue Producing Capital % Expenditures 12.6 — 49 36,222 2,971 — 8.20% — — Total/Weighted Average 100.0% 9 66 $ 287,047 $ 20,336 1,151,871 7.08% 8.01% 17.1 By Asset Type: Retail 100.0% 9 66 $ 287,047 $ 20,336 1,151,871 7.08% 8.01% 17.1 Total/Weighted Average 100.0% 9 66 $ 287,047 $ 20,336 1,151,871 7.08% 8.01% 17.1 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 11


 
Investment and Disposition Activity $ in thousands NYSE:SRCDispositions - The tables below only detail the disposition activity for SRC continuing operations. Q4 2018 Wtd. Avg. % of R/E Number of Real Estate Gross Capitalization Remaining Investment Properties Investment Sales Price Rate (1) Lease Term (Years) Occupied 99.2% 10 $ 43,281 $ 54,977 6.02% 14.4 Vacant 0.8% 1 342 375 — — Total/Weighted Average 100.0% 11 $ 43,623 $ 55,352 6.02% 14.4 By Asset Type: Retail 100.0% 11 $ 43,623 $ 55,352 6.02% 14.4 Total/Weighted Average 100.0% 11 $ 43,623 $ 55,352 6.02% 14.4 YTD 2018 Wtd. Avg. % of R/E Number of Real Estate Gross Capitalization Remaining Investment Properties Investment Sales Price Rate (1) Lease Term (Years) Occupied 58.6% 18 $ 56,443 $ 68,673 6.46% 14.0 Vacant 11.8% 5 11,380 10,789 — — Transferred to Lender (1) 29.6% 6 28,546 23,887 — — Total/Weighted Average 100.0% 29 $ 96,369 $ 103,349 6.46% 14.0 By Asset Type: Retail 93.8% 27 $ 90,370 $ 97,291 6.47% 14.7 Industrial 3.0% 1 2,868 3,050 6.34% 0.1 Office 3.2% 1 3,131 3,008 — — Total/Weighted Average 100.0% 29 $ 96,369 $ 103,349 6.46% 14.0 (1) Capitalization rates are calculated based solely on income producing properties. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 12


 
TENANT DIVERSIFICATION - TOP 100 NYSE:SRC Total Square Percent of Total Square Percent of Number of Feet (in Contractual Number of Feet (in Contractual Tenant Concept Properties thousands) Rent Tenant Concept Properties thousands) Rent 1 Walgreens 39 575 3.4% 26 Alaska Club 5 305 1.2% 2 Church's Chicken 170 243 3.4% 27 Kohl's 7 571 1.2% 3 Home Depot 7 821 2.9% 28 Emagine Theaters 8 452 1.2% 4 Circle K 77 232 2.8% 29 CarMax 4 155 1.1% 5 CVS 34 422 2.4% 30 Smart & Final 4 210 1.1% 6 Life Time Fitness 5 588 2.3% 31 Pep Boys 12 250 1.1% 7 C-Store 104 271 2.2% 32 Specialists in Urology 9 128 1.0% 8 Ferguson Enterprises 7 1,003 1.7% 33 At Home 6 756 1.0% 9 PetSmart 4 1,016 1.7% 34 AMC Theatres 4 226 1.0% 10 United Supermarkets 15 686 1.6% 35 Rite Aid 12 158 1.0% 11 BJ's Wholesale Club 4 475 1.6% 36 Studio Movie Grill 4 203 1.0% 12 Sportsman's Warehouse 9 426 1.5% 37 Georgia Theatre 4 171 0.9% 13 Main Event 7 441 1.5% 38 Smokey Bones Barbecue 13 100 0.9% & Grill 14 C-Store 41 163 1.5% 39 C-Store 37 101 0.8% 15 Applebee's 22 120 1.5% 40 Aaron's 26 266 0.8% 16 Advance Auto Parts 54 377 1.4% 41 Flying J Travel Plaza 3 48 0.8% 17 LA Fitness 6 260 1.4% 42 South Carolina Oncology 1 120 0.8% Associates 18 Dollar General 58 603 1.4% 43 C-Store 6 24 0.7% 19 Mister Car Wash 17 113 1.4% 44 Defined Fitness 5 205 0.7% 20 Tractor Supply 22 589 1.4% 45 Zips Car Wash 13 48 0.7% 21 IBM 2 395 1.4% 46 J. Jill 1 390 0.7% 22 Regal Cinemas 8 357 1.3% 47 Taco Bueno 35 98 0.7% 23 Red Lobster 27 184 1.3% 48 Camping World 6 295 0.7% 24 FedEx 4 429 1.3% 49 CircusTrix 9 214 0.7% 25 Lowe's 6 806 1.3% 50 Office Depot 10 214 0.7% Top 50 Tenants 993 17,303 68.1% Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 13


 
TENANT DIVERSIFICATION - TOP 100 (continued) NYSE:SRC Total Square Percent of Total Square Percent of Number of Feet (in Contractual Number of Feet (in Contractual Tenant Concept Properties thousands) Rent Tenant Concept Properties thousands) Rent 51 Dave & Buster's 3 80 0.6% 76 Sonny's BBQ 8 48 0.4% 52 Best Buy 4 188 0.6% 77 La-Z-Boy 3 72 0.4% 53 C-Store 12 43 0.6% 78 Staples 6 137 0.3% 54 Sunny Delight 1 286 0.6% 79 Jo-Ann's 3 110 0.3% 55 Childcare Network 20 191 0.6% 80 Missoula Fresh Market 2 110 0.3% 56 Universal Tax Systems 1 101 0.5% 81 Liberty Oilfield Services 2 85 0.3% 57 Curacao 1 103 0.5% 82 Taco Bell 9 20 0.3% 58 24 Hour Fitness 2 105 0.5% 83 Clean Freak 5 22 0.3% 59 Malibu Boats 2 303 0.5% 84 Faurecia Interior Systems 1 107 0.3% 60 Ladybird Academy 6 72 0.5% 85 Accel International 2 270 0.3% 61 American Lubefast 27 60 0.5% 86 VASA Fitness 2 114 0.3% 62 Wal-Mart 4 370 0.5% 87 In-Shape 2 62 0.3% 63 DOW Emergency 3 41 0.5% 88 Childtime 9 73 0.3% 64 Gold's Gym 3 118 0.5% 89 Dollar Tree 12 115 0.3% 65 Academy Sports + 4 241 0.5% 90 Cinemark 1 54 0.3% Outdoors 66 Old Time Pottery 3 355 0.5% 91 Winco Foods 1 82 0.3% 67 Crunch Fitness 4 163 0.5% 92 Topgolf 1 55 0.3% 68 Southern Theatres 2 106 0.5% 93 HOM Furniture 1 122 0.3% 69 Food City 3 130 0.4% 94 Sonic Drive-In 14 24 0.3% 70 C-Store 13 27 0.4% 95 Hobby Lobby 1 141 0.3% 71 Riverview 14 GDX 1 66 0.4% 96 Brookshire Brothers 7 213 0.3% 72 Davis-Standard 2 361 0.4% 97 III Forks 1 19 0.3% 73 KFC 14 40 0.4% 98 C-Store 3 14 0.3% 74 Hardee's 17 60 0.4% 99 Ryan's 5 54 0.3% 75 C-Store 8 49 0.4% 100 Milo's 8 25 0.3% Top 100 Tenants 1,262 23,110 88.1% Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 14


 
INDUSTRY DIVERSIFICATION Number of Total Percent of Industry Owned Square Feet Contractual Tenant Industry Category Properties (in thousands) Rent NYSE:SRC Convenience Stores Service 306 946 10.0% Health and Fitness Service 41 2,162 8.4% Restaurants - Quick Service Service 332 686 7.3% Drug Stores / Pharmacies Service 85 1,156 6.8% Movie Theaters Service 32 1,636 6.5% Industry Concentration Restaurants - Casual Dining Service 102 732 5.9% Percent of Contractual Rent Grocery Retail 40 1,839 4.8% Home Improvement Retail 14 1,653 4.3% Specialty Retail Retail 62 1,682 3.9% Medical Office Service 36 620 3.9% Home Furnishings Retail 19 1,869 3.6% Service Entertainment Service 23 897 3.3% 61.5% Manufacturing Industrial 13 1,875 2.8% Professional Services Service 6 684 2.5% Car Washes Service 35 183 2.4% Warehouse Club/Supercenters Retail 9 883 2.2% Automotive Service Service 54 419 2.1% Sporting Goods Retail 13 667 2.0% Building Materials Retail 9 1,047 1.9% Dollar Stores Retail 70 718 1.7% Pet Supplies & Service Retail 4 1,016 1.7% Retail Education Service 37 390 1.6% 33.3% Distribution Industrial 6 677 1.6% Automotive Dealers Retail 10 297 1.5% Automotive Parts Retail 54 383 1.4% Discount Department Stores Retail 7 571 1.2% Other Industrial Office Supplies Retail 17 458 1.2% 0.8% 4.4% Apparel Retail 5 507 1.0% Travel Plaza Service 3 48 0.8% Other Other 6 243 0.8% Consumer Electronics Retail 4 188 0.6% Discount Retailer Retail 3 188 0.3% Vacant 5 957 — Total 1,462 28,277 100.0% Tenant Industry determined using the NAICS code of the Tenant. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 15


 
PORTFOLIO DIVERSIFICATION NYSE:SRC KEY Northeast Midwest South West % of Contractual Rent Texas 11.9% Michigan 3.7% North Carolina 2.4% Oklahoma 1.5% Mississippi 1.2% Iowa 0.8% Montana 0.5% U.S. V.I. 0.2% Florida 7.5% Arizona 3.5% Minnesota 2.4% Alaska 1.3% Nevada 1.1% Utah 0.7% Massachusetts 0.5% Wyoming 0.1% Georgia 6.6% Virginia 3.2% Indiana 2.0% New Hampshire 1.3% Kansas 1.0% North Dakota 0.7% Wisconsin 0.3% South Dakota 0.1% California 5.6% Missouri 3.0% Kentucky 1.9% Pennsylvania 1.3% Idaho 1.0% Washington 0.7% Rhode Island 0.3% Delaware 0.1% Ohio 4.9% South Carolina 2.5% New York 1.9% Louisiana 1.3% Maryland 1.0% Maine 0.6% West Virginia 0.3% Vermont * Illinois 4.1% Alabama 2.5% New Mexico 1.8% Arkansas 1.2% Connecticut 1.0% Oregon 0.5% Nebraska 0.2% Hawaii — Tennessee 3.9% Colorado 2.4% New Jersey 1.5% * Less than 0.1% Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 16


 
SAME STORE PERFORMANCE $ in thousands NYSE:SRC Same Store Results Contractual Rent for the % Change % of Total Month Ended December 31, Net by Industry Industry 2018 2017 Change Number of Properties 1,339 Industry Contribution Convenience $ 2,906 $ 2,909 $ (3) (0.1)% 11.0% Total Square Feet (in thousands) 21,956 Stores Restaurants - 2,233 2,189 44 2.0 % 8.5% December 2018 Contractual Rent $ 26,393 Quick Service Drug Stores / 1,957 1,955 2 0.1 % 7.4% December 2017 Contractual Rent $ 25,967 Pharmacies Restaurants - 1,852 1,838 14 0.8 % 7.0% Increase (in dollars) $ 426 Casual Dining Increase (percent) 1.6% Movie Theaters 1,153 1,126 27 2.4 % 4.4% Health and Fitness 1,435 1,390 45 3.2 % 5.4% Same Store Pool Defined Grocery 1,374 1,343 31 2.3 % 5.2% We include all properties owned throughout the measurement Medical Office 1,222 1,190 32 2.7 % 4.6% period in both the current and prior year and exclude: multi-tenant properties, properties that were vacant, renewed or relet at any Remaining Tenant 12,261 12,027 234 1.9 % 46.5% point during the measurement period, construction in progress, Categories and properties where contractual rent was fully or partially reserved in either the current or prior measurement period. Total $ 26,393 $ 25,967 $ 426 1.6 % 100.0% Contractual Rent for the % Change % of Total Month Ended December 31, Net by Asset Asset Type Asset Type 2018 2017 Change Type Contribution Retail $ 22,240 $ 21,979 $ 261 1.2% 84.3% Industrial 2,353 2,246 107 4.8% 8.9% Office 1,361 1,314 47 3.6% 5.2% Data Centers 439 428 11 2.6% 1.6% Total $ 26,393 $ 25,967 $ 426 1.6% 100.0% Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 17


 
OCCUPANCY AND RENEWALS $ in thousands NYSE:SRC Occupancy Rates Post Spin-Off By Property 99.6% 99.6% 99.7% Occupied 1,457 100% 90% Vacant 5 80% Total Owned Properties 1,462 70% 60% Occupancy Rate 99.7% 50% 40% 30% Change in Vacant Properties 20% Vacant Properties at December 31, 2017 19 10% 0% Additions 14 Q2-18 Q3-18 Q4-18 Dispositions (10) Relets (3) Contributions to SMTA (15) Vacant Properties at December 31, 2018 5 2018 Renewals (1) Prior Annual Contractual Rent 10,139 New Annual Contractual Rent 9,813 Recapture Rate 96.8% Number of Leases 22 Number of Properties 24 (1) Renewals excludes multi-tenant properties and leases that were extended beyond the renewal term or materially amended. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 18


 
LEASE STRUCTURE AND EXPIRATIONS $ in thousands NYSE:SRC Number of Total Lease Expirations as a Percent of Contractual Rent Owned Square Feet Contractual Rent Year Properties (in thousands) Annualized (1) 2019 15 528 $ 5,914 2019 1.5% 2020 35 1,010 12,353 2020 3.2% 2021 2021 115 2,312 30,072 7.9% 2022 5.0% 2022 43 1,778 19,160 2023 10.0% 2023 112 3,919 38,422 2024 4.4% 2024 33 1,484 16,924 2025 4.3% 2025 36 1,272 16,346 2026 5.9% 2026 78 1,686 22,536 2027 8.5% 2027 112 2,225 32,572 2028 4.6% 2028 85 984 17,601 Thereafter 44.7% Thereafter 793 10,122 170,639 Vacant 5 957 — Totals 1,462 28,277 $ 382,539 Lease Escalations as a Percent of Contractual Rent (1) Contractual Rent multiplied by twelve. Annualized Cash Rents were $381.4 million as of (Excludes Multi-Tenant Properties) December 31, 2018. Based on Contractual Rent: Contractual Fixed 85% of our leases (excluding those on multi-tenant Increases 66.6% Flat properties) provide for periodic escalations, 14.7% 38% of our leases are under master lease structures, 53% of our tenants provide unit level financials, and CPI-Related 2.7x is the weighted average unit level coverage for our 18.7% reporting tenants. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 19


 
NET ASSET VALUE (NAV) COMPONENTS $ in thousands NYSE:SRC Contractual Number of Rent Owned Real Estate Portfolio Properties Annualized (1) Retail (2) 1,390 $ 326,563 Office 36 18,834 Industrial 26 29,804 Data Centers 3 5,979 Leased Real Estate Properties Held For Sale, Net 2 1,359 Vacant Properties (3) 4 — Properties Under Defaulted Loans (4) 1 — Total Owned Real Estate Portfolio 1,462 $ 382,539 Other NAV Components Total Loans Receivable Principal Balance Outstanding: $ 44,742 Investment in Master Trust 2014 Principal Balance Outstanding: $ 33,535 Cash and Cash Equivalents $ 14,493 Contractual Rent Restricted Cash 62,928 Annualized (1) Preferred Equity Investment in Spirit MTA REIT 150,000 Top Ten Tenants $ 93,720 Accounts Receivable, Prepaid Assets, and Other Tangible Assets, Net 20,098 Top 100 Tenants $ 336,691 Total Other Tangible Assets Net Book Value: $ 247,519 (1) December Contractual Rent multiplied by twelve. (2) Includes four direct financing lease properties with a Real Estate Investment value of $20.3 million. Annualized Cash Rents include the Total Debt Principal Balance Outstanding: $ 2,084,302 tenants' current cash obligations of $1.6 million for the lease of these properties. (3) Includes one property that is held for sale with a net book value of $7.7 Accounts Payable, Accrued Expenses million. (5) Net Book Value: $ 119,768 (4) and Other Tangible Liabilities One vacant property, with a net book value of $0.7 million, securing a fixed rate CMBS loan with $10.1 million of outstanding principal (including $3.4 million of capitalized interest) that is in default as the Preferred Shares Liquidation Value: $ 172,500 property securing the loan is vacant and no longer generating revenue. (5) Includes $55.29 million in dividends payable and $7.2 million of derivative liability related to a cash flow hedge. (6) (6) Total outstanding shares as of December 31, 2018, less 0.3 million Common Shares Outstanding 85,441,174 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. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 20


 
ANALYST COVERAGE NYSE:SRC BofA Merrill Lynch Joshua Dennerlein [email protected] 646.855.1681 BTIG Michael Gorman [email protected] 212.738.6138 Capital One Securities Chris Lucas [email protected] 571.633.8151 Derek Johnston [email protected] 904.520.4973 Deutsche Bank Shivani Sood [email protected] 212.250.4617 Green Street Advisors Spenser Allaway [email protected] 949.640.8780 Robert Stevenson [email protected] 646.840.3217 Janney Montgomery Scott Venkat Kommineni [email protected] 646.840.3219 Anthony Paolone [email protected] 212.622.6682 J.P. Morgan Nikita Bely niki[email protected] 212.622.0695 John Massocca [email protected] 212.409.2543 Ladenburg Thalman & Co. Brandon Travis [email protected] 212.409.2547 Mizuho Securities Haendel St. Juste [email protected] 212.205.7860 Vikram Malhotra [email protected] 212.761.7064 Morgan Stanley Kevin Egan [email protected] 212.761.5028 Collin Mings [email protected] 727.567.2585 Raymond James Marnie Georges [email protected] 727.567.2538 Wes Golladay [email protected] 440.715.2650 RBC Capital Markets Brian Hawthorne [email protected] 440.715.2653 Richard J. Milligan [email protected] 813.273.8252 Robert W. Baird Will Harman [email protected] 414.298.2337 Ki Bin Kim [email protected] 212.303.4124 Sun Trust Robinson Humphrey Ian Gaule [email protected] 212.590.0948 The aforementioned security analysts currently provide opinions, estimates and forecasts, which are their own and are not promoted or endorsed by Spirit or its management team. Therefore, their opinions, estimates or forecasts are their own and should not be interpreted as Spirit’s opinions, estimates or forecasts. Any reference or distribution by Spirit expressly disclaims any endorsement of or concurrent with any information, estimates, forecasts, opinions, conclusions or recommendations provided by analysts. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 21


 
APPENDIX 22


 
REPORTING DEFINITIONS AND EXPLANATIONS FundsNYSE:SRC from Operations (FFO) and AFFO is a non-GAAP financial measure of operating Adjusted EBITDAre represents EBITDAre adjusted Adjusted Funds from Operations (AFFO) performance used by many companies in the REIT for transaction costs, revenue producing acquisitions We calculate FFO in accordance with the standards industry. We adjust FFO to eliminate the impact of and dispositions for the quarter as if such acquisitions established by the National Association of Real certain items that we believe are not indicative of our and dispositions had occurred as of the beginning of Estate Investment Trusts (NAREIT). FFO represents core operating performance, including restructuring the quarter, severance charges, real estate net income (loss) attributable to common and divestiture costs, other general and acquisition costs, and debt extinguishment gains stockholders (computed in accordance with GAAP), administrative costs associated with relocation of the (losses). We focus our business plans to enable us to excluding real estate-related depreciation and Company's headquarters, transactions costs sustain increasing shareholder value. Accordingly, we amortization, impairment charges and net (gains) associated with our spin-off, default interest and fees believe that excluding these items, which are not key losses from property dispositions. FFO is a on non-recourse mortgage indebtedness, debt drivers of our investment decisions and may cause supplemental non-GAAP financial measure. We use extinguishment gains (losses), transaction costs short-term fluctuations in net income, provides a FFO as a supplemental performance measure incurred in connection with the acquisition of real useful supplemental measure to investors and because we believe that FFO is beneficial to estate investments subject to existing leases, costs analysts in assessing the net earnings contribution of investors as a starting point in measuring our associated with performing on a guarantee of a our real estate portfolio. Because these measures do operational performance. Specifically, in excluding former tenant's debt, and certain non-cash items. not represent net income (loss) that is computed in real estate-related depreciation and amortization, These certain non-cash items include non-cash accordance with GAAP, they should only be gains and losses from property dispositions and revenues (comprised of straight-line rents, considered a supplement, and not an alternative, to impairment charges, which do not relate to or are not amortization of above- and below-market rent on our net income (loss) (determined in accordance with indicative of operating performance, FFO provides a leases, amortization of lease incentives, amortization GAAP) as a performance measure. A reconciliation of performance measure that, when compared year of net premium (discount) on loans receivable, bad net income (loss) attributable to common over year, captures trends in occupancy rates, rental debt expense and amortization of capitalized lease stockholders (computed in accordance with GAAP) to rates and operating costs. We also believe that, as a transaction costs), non-cash interest expense EBITDAre and Adjusted EBITDAre is included in the widely recognized measure of the performance of (comprised of amortization of deferred financing Appendix found at the end of this presentation. equity REITs, FFO will be used by investors as a costs and amortization of net debt discount/premium) basis to compare our operating performance with that and non-cash compensation expense (stock-based Annualized Adjusted EBITDAre is calculated as of other equity REITs. However, because FFO compensation expense). In addition, other equity Adjusted EBITDAre for the quarter, adjusted for items excludes depreciation and amortization and does not REITs may not calculate AFFO as we do, and, where annualization would not be appropriate, capture the changes in the value of our properties accordingly, our AFFO may not be comparable to multiplied by four. Our computation of Adjusted that result from use or market conditions, all of which such other equity REITs’ AFFO. AFFO does not EBITDAre and Annualized Adjusted EBITDAre may have real economic effects and could materially represent cash generated from operating activities differ from the methodology used by other equity impact our results from operations, the utility of FFO determined in accordance with GAAP, is not REITs to calculate these measures and, therefore, as a measure of our performance is limited. In necessarily indicative of cash available to fund cash may not be comparable to such other REITs. A addition, other equity REITs may not calculate FFO needs and should only be considered a supplement, reconciliation of Annualized Adjusted EBITDAre is as we do, and, accordingly, our FFO may not be and not an alternative, to net income (loss) included in the Appendix found at the end of this comparable to such other equity REITs’ FFO. attributable to common stockholders (computed in presentation. Accordingly, FFO should be considered only as a accordance with GAAP) as a performance measure. supplement to net income (loss) attributable to common stockholders (computed in accordance with GAAP) as a measure of our performance. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 23


 
REPORTING DEFINITIONS AND EXPLANATIONS AdjustedNYSE:SRC Debt represents interest bearing debt 2015 Term Loan refers to a $420.0 million unsecured Contractual Rent represents monthly contractual (reported in accordance with GAAP) adjusted to term facility which includes an accordion feature cash rent and earned income from direct financing exclude unamortized debt discount/premium, which allows the facility to be increased to up to leases, excluding percentage rents, from our Owned deferred financing costs, and reduced by cash and $600.0 million, subject to obtaining additional lender Properties recognized during the final month of the cash equivalents and cash reserves on deposit with commitments. Borrowings may be repaid without reporting period, adjusted to exclude amounts lenders as additional security. By excluding these premium or penalty, and may be re-borrowed within received from properties sold during that period and amounts, the result provides an estimate of the 30 days up to the then available loan commitment. adjusted to include a full month of contractual rent for contractual amount of borrowed capital to be repaid, properties acquired during that period. We use net of cash available to repay it. We believe this Annualized Cash Rents represents the annualized Contractual Rent when calculating certain metrics calculation constitutes a beneficial supplemental non- monthly Contractual Rent, less any rent reserved for, that are useful to evaluate portfolio credit, asset type, GAAP financial disclosure to investors in multiplied by twelve. industry and geographic diversity and to manage risk. understanding our financial condition. A reconciliation of interest bearing debt (computed in accordance Capitalization Rate represents the Annualized Cash EBITDAre is a non-GAAP financial measure and is with GAAP) to Adjusted Debt is included in the Rents on the date of a property disposition divided by computed in accordance with standards established Appendix found at the end of this presentation. the gross sales price. For multi-tenant properties, by NAREIT. EBITDAre is defined as net income (loss) non-reimbursable property costs are deducted from (computed in accordance with GAAP), plus interest Adjusted Debt to Annualized Adjusted EBITDAre the Annualized Cash Rents prior to computing the expense, plus income tax expense (if any), plus is a supplemental non-GAAP financial measure we disposition Capitalization Rate. depreciation and amortization, plus (minus) losses use to evaluate the level of borrowed capital being and gains on the disposition of depreciated property, used to increase the potential return of our real estate CMBS are those notes secured by commercial real plus impairment write-downs of depreciated property investments and a proxy for a measure we believe is estate and rents therefrom under which certain and investments in unconsolidated real estate used by many lenders and ratings agencies to indirect wholly-owned special purpose entity ventures, plus adjustments to reflect the Company's evaluate our ability to repay and service our debt subsidiaries of the Company are the borrowers. share of EBITDAre of unconsolidated real estate obligations over time. We believe this ratio is a These liabilities are discussed in greater detail in our ventures. beneficial disclosure to investors as a supplemental financial statements and the notes thereto included in means of evaluating our ability to meet obligations our periodic reports filed with the SEC. Economic Yield is calculated by dividing the senior to those of our equity holders. Our contractual cash rent, including fixed rent escalations computation of this ratio may differ from the Convertible Notes are the $402.5 million convertible and/or cash increases determined by CPI (increases methodology used by other equity REITs and, notes of the Company due in 2019 and the $345.0 calculated using a month to month historical CPI therefore, may not be comparable to such other million convertible notes of the Company due in index) by the initial lease term, expressed as a REITs. 2021, together. These liabilities are discussed in percentage of the Gross Investment. greater detail in our financial statements and the 2015 Credit Facility refers to the $800 million notes thereto included in our periodic reports filed Enterprise Value represents Total Market unsecured credit facility which matures on March 31, with the SEC. Capitalization less cash and cash equivalents and 2019. The 2015 Credit Facility includes sublimits for reserves on deposit with lenders as of the date swingline loans and letter of credit issuances, both of indicated. which reduce availability under the 2015 Credit Facility.  The ability to borrow under the 2015 Credit Facility is subject to the ongoing compliance with customary financial covenants. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 24


 
REPORTING DEFINITIONS AND EXPLANATIONS EquityNYSE:SRC Market Capitalization is calculated by revenues and unanticipated expenses at these Net Book Value represents the Real Estate multiplying the number of shares outstanding by the properties that we cannot pass on to tenants, as well Investment value, less impairment charges and net of closing share price of the Company’s common stock as the risk factors set forth in our Annual Report on accumulated depreciation. as of the date indicated. Form 10-K for the year ended December 31, 2018. Occupancy is calculated by dividing the number of Fixed Charge Coverage Ratio (FCCR) is the ratio of Lease Expiration is the end of the initial term under economically yielding Owned Properties in the Annualized Adjusted EBITDAre to Annualized Fixed a lease and does not account for extension periods portfolio as of the measurement date by the number Charges, a ratio derived from non-GAAP measures under the lease. of total Owned Properties on said date. that we use to evaluate our liquidity and ability to obtain financing. Fixed charges consist of interest Master Trust 2013 Notes are net-lease mortgage Owned Properties refers to properties owned fee- expense, reported in accordance with GAAP, less notes issued under the Spirit Master Funding simple or ground leased by Company subsidiaries as non-cash interest expense. Annualized Fixed Program and the securitization trusts established lessee. Charges is calculated by multiplying fixed charges for thereunder. Indirect special purpose entity the quarter by four. subsidiaries of the Company are the borrowers. Real Estate Investment represents the Gross These liabilities are discussed in greater detail in our Investment plus improvements less impairment GAAP are the Generally Accepted Accounting financial statements and the notes thereto included in charges. Principles in the United States. our periodic reports filed with the SEC. Senior Unsecured Notes refers to the $300 million Gross Investment represents the gross acquisition Net Asset Value (NAV) We believe disclosing aggregate principal amount of 4.450% senior cost including the contracted purchase price and information frequently used in the calculation of NAV unsecured notes due 2026. related capitalized transaction costs. is useful to investors and because it enables and facilitates calculation of a metric frequently used by Tenant represents the legal entity ultimately Initial Cash Yield from properties is calculated by our management as one method to estimate the fair responsible for obligations under the lease dividing the first twelve months of contractual cash value of our business. The assessment of the fair agreement or an affiliated entity. Other tenants may rent (excluding any future rent escalations provided value of our business is subjective in that it involves operate the same or similar business concept or subsequently in the lease and percentage rent) by estimates and assumptions and can be calculated brand. the Gross Investment in the related properties. Initial using various methods. Therefore, we have Cash Yield is a measure (expressed as a presented certain information regarding our financial Total Market Capitalization represents Equity percentage) of the contractual cash rent expected to and operating results, as well as our assets and Market Capitalization plus Total Debt as of the date be earned on an acquired property in the first year. liabilities that we believe are important in calculating indicated. Because it excludes any future rent increases or our NAV, but have not presented any specific additional rent that may be contractually provided for methodology nor provided any guidance on the Total Debt represents the sum of the principal in the lease, as well as any other income or fees that assumptions or estimates that should be used in the balances outstanding on interest-bearing debt on the may be earned from lease modifications or asset calculation of NAV. The components of NAV do not Company’s balance sheet as of the date indicated. dispositions, Initial Cash Yield does not represent the consider the potential changes in the value of assets, annualized investment rate of return of our acquired the collectability of rents or other receivable properties. Additionally, actual contractual cash rent obligations, or the value associated with our earned from the properties acquired may differ from operating platform. the Initial Cash Yield based on other factors, including difficulties collecting anticipated rental Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 25


 
REPORTING DEFINITIONS AND EXPLANATIONS UnencumberedNYSE:SRC 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. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 26


 
NON-GAAP RECONCILIATIONS $ in thousands Adjusted Debt, Adjusted EBITDAre, Annualized Adjusted EBITDAre Q4 2018 Fixed Charge Coverage Ratio (FCCR) Q4 2018 NYSE:SRC 2015 Credit Facility $ 146,300 Annualized Adjusted EBITDAre $ 393,100 2015 Term Loan, net 419,560 Interest expense 26,163 Senior Unsecured Notes, net 295,767 Less: Non-cash interest (4,536) Mortgage and notes payable, net 463,196 Preferred Stock dividends 2,588 Convertible Notes, net 729,814 Fixed Charges $ 24,215 Total debt, net 2,054,637 Annualized fixed charges $ 96,860 Add / (less): Fixed Charge Coverage Ratio 4.1x Unamortized debt discount, net 14,733 Unamortized deferred financing costs 14,932 Adjusted Debt to Enterprise Value Q4 2018 Cash and cash equivalents (14,493) Adjusted Debt $ 2,006,881 Restricted cash balances held for the benefit of lenders (62,928) Enterprise Value $ 5,191,182 Total adjustments (47,756) Adjusted Debt / Enterprise Value 38.7% Adjusted Debt 2,006,881 Preferred Stock at liquidation value 172,500 Unencumbered Assets to Unsecured Debt Q4 2018 Adjusted Debt + Preferred Stock 2,179,381 Unsecured debt: Net Income 54,114 2015 Credit Facility $ 146,300 Add / (Less): 2015 Term Loan 420,000 Interest 26,163 Senior Unsecured Notes 300,000 Depreciation and amortization 41,437 Convertible Notes 747,500 Income tax expense 317 Total Unsecured Debt $ 1,613,800 Realized gains on sales of real estate assets (13,802) Unencumbered Assets $ 4,086,260 Impairments on real estate assets 471 Unencumbered Assets / Unsecured Debt 2.5x EBITDAre 108,700 Add / (Less): Notice Regarding Non-GAAP Financial Measures Adjustments to revenue producing acquisitions and dispositions (1) (168) Transaction costs 460 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 Real estate acquisition costs 67 addition to, not a substitute for or superior to, measures of financial performance Other G&A costs associated with Spin-off 1,841 prepared in accordance with GAAP. These non-GAAP financial measures should not Other non-operating expense 5,319 be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP Adjusted EBITDAre $ 116,219 financial measures and statements of why management believes these measures are Other adjustments for Annualized Adjusted EBITDAre (2) (17,944) useful to investors are included in this Appendix if the reconciliation is not presented on Annualized Adjusted EBITDAre $ 393,100 the page in which the measure is published. Adjusted Debt / Annualized Adjusted EBITDAre 5.1x Adjusted Debt + Preferred / Annualized Adjusted EBITDAre 5.5x (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 the receipt of the Haggen settlement and write-offs related to certain uncollectible accounts receivable and straight-line rent receivables. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 27


 
FORWARD-LOOKING STATEMENTS AND RISK FACTORS NYSE:SRCThe 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; the impact of Shopko's bankruptcy filing on SMTA; the impact of SMTA's board of trustees' decision to accelerate its strategic plan, including Spirit's ability to collect amounts to which it is contractually entitled under the Asset Management Agreement or SMTA Preferred Stock upon a resolution of SMTA and/or a termination of the Asset Management Agreement; Spirit's ability to perform as an external manager for SMTA; 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. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q4 2018 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of December 31, 2018 28


 
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