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Section 1: 8-K (8-K Q1 2019 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): May 2, 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 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.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.05 per share
SRC
New York Stock Exchange
6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
SRC-A
New York Stock Exchange
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 May 2, 2019, Spirit Realty Capital, Inc. (the “Company”), issued (i) a press release reporting its results of operations for the first fiscal quarter ended March 31, 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 first fiscal quarter ended March 31, 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
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: May 2, 2019




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

Exhibit


397768033_spiritrealtylogojpga04.jpg
Press Release
Spirit Realty Capital, Inc.
Announces First Quarter of 2019
Financial and Operating Results
- Invested $179 Million in Acquisitions and Revenue Producing Capital Expenditures -
- Generated Net Income of $0.48 per share, FFO of $0.90 per share and AFFO of $0.86 per share -
Dallas, TX—May 2, 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 months ended March 31, 2019.
FIRST QUARTER 2019 HIGHLIGHTS
Invested $178.6 million, including $160.3 million for the acquisition of 22 properties, with an initial weighted average cash yield of 7.16% and an economic yield of 7.93%.
Issued 0.9 million shares of common stock under the Company's At-the-Market Program ("ATM Program"), generating gross proceeds of $34.0 million, during the three months ended March 31, 2019. Total 2019 activity through April 30th under the ATM Program is 2.3 million shares of common stock, including 0.9 million shares yet to be settled under forward contracts, at a weighted average share price of $39.19 and for expected gross proceeds of approximately $91.0 million.
Generated net income from continuing operations of $0.48 vs $0.39 per diluted share, FFO of $0.90 vs $1.18 per share and AFFO of $0.86 vs $1.07 per share, compared to same quarter 2018.
Disposed of seven properties for $46.5 million in gross proceeds, with an overall weighted average capitalization rate of 7.54% on four income producing properties.
Executed $1.62 billion unsecured credit facility in January 2019, comprised of an $800 million unsecured revolving credit facility maturing in March 2023, $420 million of unsecured term loans maturing in March 2024 and $400 million unsecured delayed draw term loans maturing in March 2022.
Maintained strong operating results, including portfolio occupancy of 99.3% as of March 31, 2019 and same store Contractual Rent growth of 1.8%.
Had corporate liquidity of $1.00 billion as of March 31, 2019, comprised of availability under the unsecured revolving credit facility, delayed draw term loans and cash and cash equivalents.
CEO COMMENTS
“Spirit enjoyed an impressive start to 2019, achieving excellent operating results while maintaining low leverage. We are very pleased with our capital deployment, completing $179 million in new acquisitions and revenue producing capital expenditures during the quarter. In addition, our success in accessing the equity markets in 2019 allows us to maintain low leverage and provide growth capital for future acquisitions. I firmly believe this quarter is indicative of our strong platform that can continue to deliver consistent results," stated Jackson Hsieh, President and Chief Executive Officer.


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FINANCIAL RESULTS
Total revenues from continuing operations for the three months ended March 31, 2019 were $112.6 million, compared to $103.5 million for the same period in 2018.
Net income attributable to common stockholders for the three months ended March 31, 2019 was $41.0 million, or $0.48 per diluted share, compared to $28.1 million, or $0.31 per diluted share, for the same period in 2018.
FFO for the three months ended March 31, 2019 was $77.2 million, or $0.90 per diluted share, compared to $105.3 million, or $1.18 per diluted share, for the same period in 2018.
AFFO for the three months ended March 31, 2019 was $73.8 million, or $0.86 per diluted share, compared to $95.3 million, or $1.07 per diluted share, for the same period in 2018.
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 April 15, 2019 to shareholders of record as of March 29, 2019 and the preferred dividend was paid on March 29, 2019 to shareholders of record as of March 15, 2019.
PORTFOLIO HIGHLIGHTS
During the three months ended March 31, 2019, Spirit invested $160.3 million in the acquisition of 22 properties through six transactions, with an initial weighted-average cash yield of approximately 7.03%, an economic yield of 7.93% and a weighted average lease term of 14.8 years. Additionally, the Company invested $18.3 million in revenue producing capital expenditures related to ten existing properties.
During the three months ended March 31, 2019, Spirit disposed of seven properties for $46.5 million in gross proceeds, including the sale of four income producing properties for $36.2 million, with a weighted average capitalization rate of 7.54%. One of the disposed properties was transferred to the CMBS lender, resulting in the resolution of $10.4 million in secured debt.
At March 31, 2019, Spirit's diversified real estate portfolio was occupied at 99.3% and was comprised of 1,477 owned properties, of which ten were vacant, and 51 properties securing mortgage loans.
BALANCE SHEET, LIQUIDITY & CAPITAL MARKETS
Unencumbered Assets totaled $4.23 billion as of March 31, 2019, representing approximately 81.1% of Spirit's Real Estate Investment.
Issued 0.9 million shares of common stock under the Company's At-the-Market Program ("ATM Program"), generating gross proceeds of $34.0 million, during the three months ended March 31, 2019. Total 2019 activity through April 30th under the ATM Program is 2.3 million shares of common stock, including amounts yet to be settled under forward contracts, at a weighted average share price of $39.19.
Extinguished $10.4 million of CMBS debt related to a defaulted loan with a default interest rate of 9.85%, and the vacant property securing the loan was returned to the lender.
Adjusted Debt to Annualized Adjusted EBITDAre was 5.2x at March 31, 2019.
As of April 30, 2019, Spirit had approximately $13.2 million in cash and cash equivalents and $1.04 billion of available borrowing capacity under its unsecured credit facility and A-2 Term Loans.
As of April 30, 2019, Spirit had additional funds available for acquisitions of approximately $7.4 million in its Master Trust 2013 release account.
As of April 30, 2019, Spirit had an outstanding share count of 87,338,212.


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2019 GUIDANCE
The Company is revising its full-year guidance for 2019:
AFFO of $3.35 to $3.39 per share (assumes a full year of related party fee income and preferred dividend income from SMTA),
Capital deployment of $450.0 million to $600.0 million (comprising acquisitions, revenue producing capital expenditures and development deals),
Asset dispositions of $225.0 million to $325.0 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.
EARNINGS WEBCAST AND CONFERENCE CALL TIME
The Company's first quarter 2019 earnings conference call is scheduled for Thursday, May 2, 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 May 16, 2019 with access code 13689765.
(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 March 31, 2019, our diversified portfolio was comprised of 1,528 properties, including properties securing mortgage loans made by the Company. Our owned properties, with an aggregate gross leasable area of 28.6 million square feet, are leased to 256 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)
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
Revenues:
 
 
 
Rental income (1)
$
104,067

 
$
101,507

Interest income on loans receivable
986

 
995

Earned income from direct financing leases
396

 
465

Related party fee income
6,927

 

Other income
217

 
572

Total revenues
112,593

 
103,539

Expenses:
 
 
 
General and administrative
13,181

 
15,290

Property costs (including reimbursable)
5,154

 
5,551

Real estate acquisition costs
71

 
47

Interest
26,611

 
23,053

Depreciation and amortization
41,349

 
40,694

Impairments
3,692

 
3,497

Total expenses
90,058

 
88,132

Other income:
 
 
 
Gain on debt extinguishment
8,783

 
21,583

Gain on disposition of assets
8,730

 
1,251

Preferred dividend income from SMTA
3,750

 

Total other income
21,263

 
22,834

Income from continuing operations before income tax expense
43,798

 
38,241

Income tax expense
(220
)
 
(163
)
Income from continuing operations
43,578

 
38,078

Loss from discontinued operations

 
(7,360
)
Net income
43,578

 
30,718

Dividends paid to preferred shareholders
(2,588
)
 
(2,588
)
Net income attributable to common stockholders
$
40,990

 
$
28,130

 
 
 
 
Net income per share attributable to common stockholders - diluted
 
 
 
Continuing operations
$
0.48

 
$
0.39

Discontinued operations

 
(0.08
)
Net income per share attributable to common stockholders - diluted
$
0.48

 
$
0.31

 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
Basic
85,497,093

 
88,975,391

Diluted
85,504,897

 
89,020,751

(1) 
Included in rental income for the three months ended March 31, 2019 is $0.9 million of bad debt expense. There was no bad debt expense included in continuing operations for the three months ended March 31, 2018.


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SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
(Unaudited)
 
March 31,
2019
 
December 31,
2018
Assets
 
 
 
Investments:
 
 
 
Real estate investments:
 
 
 
Land and improvements
$
1,645,060

 
$
1,632,664

Buildings and improvements
3,159,235

 
3,125,053

Total real estate investments
4,804,295

 
4,757,717

Less: accumulated depreciation
(636,780
)
 
(621,456
)
 
4,167,515

 
4,136,261

Loans receivable, net
43,015

 
47,044

Intangible lease assets, net
291,095

 
294,463

Real estate assets under direct financing leases, net
20,320

 
20,289

Real estate assets held for sale, net
94,339

 
18,203

Net investments
4,616,284

 
4,516,260

Cash and cash equivalents
9,376

 
14,493

Deferred costs and other assets, net
124,085

 
156,428

Investment in Master Trust 2014
33,512

 
33,535

Preferred equity investment in SMTA
150,000

 
150,000

Goodwill
225,600

 
225,600

Total assets
$
5,158,857

 
$
5,096,316

 
 
 
 
Liabilities and stockholders’ equity
 
 
 
Liabilities:
 
 
 
Revolving credit facilities
$
206,500

 
$
146,300

Term loans, net
413,905

 
419,560

Senior Unsecured Notes, net
295,882

 
295,767

Mortgages and notes payable, net
450,534

 
463,196

Convertible Notes, net
733,412

 
729,814

Total debt, net
2,100,233

 
2,054,637

Intangible lease liabilities, net
114,805

 
120,162

Accounts payable, accrued expenses and other liabilities
125,183

 
119,768

Total liabilities
2,340,221

 
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 March 31, 2019 and December 31, 2018
166,177

 
166,177

Common stock, $0.05 par value, 750,000,000 shares authorized: 86,811,786 and 85,787,355 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
4,341

 
4,289

Capital in excess of common stock par value
5,031,829

 
4,995,697

Accumulated deficit
(2,371,531
)
 
(2,357,255
)
Accumulated other comprehensive loss
(12,180
)
 
(7,159
)
Total stockholders’ equity
2,818,636

 
2,801,749

Total liabilities and stockholders’ equity
$
5,158,857

 
$
5,096,316



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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 March 31,
 
2019
 
2018
Net income attributable to common stockholders
$
40,990

 
$
28,130

Add / (less):
 
 
 
Portfolio depreciation and amortization
41,207

 
61,976

Portfolio impairments
3,692

 
14,569

Gain (loss) on disposition of assets
(8,730
)
 
605

Total adjustments to net income
36,169

 
77,150

FFO attributable to common stockholders
$
77,159

 
$
105,280

Add / (less):
 
 
 
Gain on debt extinguishment
(8,783
)
 
(21,328
)
Real estate acquisition costs
71

 
48

Transaction costs

 
3,932

Non-cash interest expense
4,737

 
7,541

Accrued interest and fees on defaulted loans
285

 
556

Straight-line rent, net of related bad debt expense
(2,907
)
 
(4,457
)
Other amortization and non-cash charges
(325
)
 
(605
)
Non-cash compensation expense
3,578

 
4,366

Total adjustments to FFO
(3,344
)
 
(9,947
)
AFFO attributable to common stockholders
$
73,815

 
$
95,333

 
 
 
 
Dividends declared to common stockholders
$
54,257

 
$
78,581

Dividends declared as a percent of AFFO
74
%
 
82
%
Net income per share of common stock
 
 
 
Basic (1)
$
0.48

 
$
0.31

Diluted (1)
$
0.48

 
$
0.31

FFO per share of common stock
 
 
 
Diluted (1)
$
0.90

 
$
1.18

AFFO per share of common stock
 
 
 
Diluted (1)
$
0.86

 
$
1.07

 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
Basic
85,497,093

 
88,975,391

Diluted
85,504,897

 
89,020,751

(1) 
For the three months ended March 31, 2019 and 2018, dividends paid to unvested restricted stockholders of $0.3 million and $0.4 million, respectively, are deducted from FFO and AFFO attributable to common stockholders in the computation of per share amounts.
For both the three months ended March 31, 2019, and 2018, undistributed earnings allocated to unvested restricted stockholders of $0.1 million are deducted from FFO and AFFO attributable to common stockholders in the computation of per share amounts.



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

sc1q19operatingsupplemen
Supplemental Financial & Operating Information FIRST QUARTER ENDED MARCH 31, 2019


 
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 March 31, 2019, our diversified portfolio was comprised of 1,528 properties, including properties securing mortgage loans. Our owned properties, with an aggregate gross leasable area of approximately 28.6 million square feet, are leased to 256 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 Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 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 12 Same Store Performance 16 Occupancy and Renewals 17 Lease Structure and Expirations 18 Net Asset Value (NAV) Components 19 Analyst Coverage 20 Appendix: 21 Reporting Definitions and Explanations 22 Non-GAAP Reconciliations 26 Forward-Looking Statements and Risk Factors 27 Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 3


 
PORTFOLIO AND FINANCIAL OVERVIEW $ in thousands Top Ten Tenants as Percent of Contractual Rent PortfolioNYSE:SRC Data Total Real Estate Investments $ 5,259,521 Owned Properties 1,477 Church's Chicken 3.3% Properties Securing Mortgage Loans 51 Total Properties 1,528 Walgreens 3.2% Tenants 256 Tenant Industries 32 Home Depot 2.8% States 49 Weighted Average Remaining Lease Term (Years) 9.7 Circle K 2.7% Occupancy 99.3% Financial Ratios CVS 2.4% Adjusted Debt / Enterprise Value 36.9% Adjusted Debt / Annualized Adjusted EBITDAre 5.2x Life Time Fitness 2.3% Adjusted Debt + Preferred / 5.6x Annualized Adjusted EBITDAre At Home 2.3% Fixed Charge Coverage Ratio 4.2x Unencumbered Assets / Unsecured Debt 2.5x C-Store (GPM) 2.2% Corporate Liquidity Cash and Cash Equivalents $ 9,376 Ferguson Enterprises 1.6% Availability under 2019 Credit Facility 593,500 Availability under A-2 Term Loans 400,000 United Supermarkets 1.6% Total $ 1,002,876 Capitalization Unencumbered Assets Properties Real Estate Investment Common Market Equity $ 3,431,724 Retail 1,094 $ 3,728,248 Preferred Liquidation Value 172,500 Industrial 21 247,646 Total Capitalization 3,604,224 Total Adjusted Debt 2,103,588 Office 26 163,993 Enterprise Value 5,707,812 Other 4 89,742 Outstanding Shares of Common Stock (1) 86,376,134 Total 1,145 $ 4,229,629 (1) Total outstanding shares as of March 31, 2019, less 0.4 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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 4


 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS $ in thousands (Unaudited) Three Months Ended March 31, NYSE:SRC 2019 2018 Revenues: Rental income (1) $ 104,067 $ 101,507 Interest income on loans receivable 986 995 Earned income from direct financing leases 396 465 Related party fee income 6,927 — Other income 217 572 Total revenues 112,593 103,539 Expenses: General and administrative 13,181 15,290 Property costs (including reimbursable) 5,154 5,551 Real estate acquisition costs 71 47 Interest 26,611 23,053 Depreciation and amortization 41,349 40,694 Impairments 3,692 3,497 Total expenses 90,058 88,132 Other income: Gain on debt extinguishment 8,783 21,583 Gain on disposition of assets 8,730 1,251 Preferred dividend income from SMTA 3,750 — Total other income 21,263 22,834 Income from continuing operations before income tax expense 43,798 38,241 Income tax expense (220) (163) Income from continuing operations 43,578 38,078 Loss from discontinued operations — (7,360) Net income 43,578 30,718 Dividends paid to preferred shareholders (2,588) (2,588) Net income attributable to common stockholders $ 40,990 $ 28,130 (1) Included in rental income for the three months ended March 31, 2019 is $0.9 million of bad debt expense. There was no bad debt expense included in continuing operations for the three months ended March 31, 2018. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 5


 
FUNDS AND ADJUSTED FUNDS FROM OPERATIONS (FFO/AFFO) $ in thousands, except per share amounts (Unaudited) Three Months Ended March 31, NYSE:SRC 2019 2018 Net income attributable to common stockholders $ 40,990 $ 28,130 Portfolio depreciation and amortization 41,207 61,976 Portfolio impairments 3,692 14,569 Gain (loss) on disposition of assets (8,730) 605 FFO attributable to common stockholders $ 77,159 $ 105,280 Gain on debt extinguishment (8,783) (21,328) Real estate acquisition costs 71 48 Transaction costs — 3,932 Non-cash interest expense 4,737 7,541 Accrued interest and fees on defaulted loans 285 556 Straight-line rent, net of related bad debt expense (2,907) (4,457) Other amortization and non-cash charges (325) (605) Non-cash compensation expense 3,578 4,366 AFFO attributable to common stockholders $ 73,815 $ 95,333 Dividends declared to common stockholders $ 54,257 $ 78,581 Net income per share of common stock Basic (1) $ 0.48 $ 0.31 Diluted (1) $ 0.48 $ 0.31 FFO per share of common stock Diluted (1) $ 0.90 $ 1.18 AFFO per share of common stock Diluted (1) $ 0.86 $ 1.07 Weighted average shares of common stock outstanding: Basic 85,497,093 88,975,391 Diluted 85,504,897 89,020,751 (1) For the three months ended March 31, 2019 and 2018, dividends paid to unvested restricted stockholders of $0.3 million and $0.4 million, respectively, are deducted from net income, FFO and AFFO attributable to common stockholders in the computation of per share amounts. For both the three months ended March 31, 2019, and 2018, undistributed earnings allocated to unvested restricted stockholders of $0.1 million are deducted from FFO and AFFO attributable to common stockholders in the computation of per share amounts. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 6


 
CONSOLIDATED BALANCE SHEETS $ in thousands, except share and per share amounts March 31, 2019 December 31, 2018 AssetsNYSE:SRC Real estate investments: Land and improvements $ 1,645,060 $ 1,632,664 Buildings and improvements 3,159,235 3,125,053 Total real estate investments 4,804,295 4,757,717 Less: accumulated depreciation (636,780) (621,456) 4,167,515 4,136,261 Loans receivable, net 43,015 47,044 Intangible lease assets, net 291,095 294,463 Real estate assets under direct financing leases, net 20,320 20,289 Real estate assets held for sale, net 94,339 18,203 Net investments 4,616,284 4,516,260 Cash and cash equivalents 9,376 14,493 Deferred costs and other assets, net 124,085 156,428 Investment in Master Trust 2014 33,512 33,535 Preferred equity investment in SMTA 150,000 150,000 Goodwill 225,600 225,600 Total assets $ 5,158,857 $ 5,096,316 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities 206,500 146,300 Term loans, net 413,905 419,560 Senior Unsecured Notes, net 295,882 295,767 Mortgages and notes payable, net 450,534 463,196 Convertible Notes, net 733,412 729,814 Total debt, net 2,100,233 2,054,637 Intangible lease liabilities, net 114,805 120,162 Accounts payable, accrued expenses and other liabilities 125,183 119,768 Total liabilities $ 2,340,221 $ 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 166,177 166,177 at both March 31, 2019 and December 31, 2018 Common stock, $0.05 par value, 750,000,000 shares authorized: 86,811,786 and 85,787,355 shares issued and outstanding 4,341 4,289 at March 31, 2019 and December 31, 2018, respectively Capital in excess of common stock par value 5,031,829 4,995,697 Accumulated deficit (2,371,531) (2,357,255) Accumulated other comprehensive loss (12,180) (7,159) Total stockholders’ equity $ 2,818,636 $ 2,801,749 Total liabilities and stockholders’ equity $ 5,158,857 $ 5,096,316 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 7


 
CAPITALIZATION $ in thousands, except share and per share amounts Enterprise Value NYSE:SRC $5.7 Billion Capitalization & Enterprise Value $8,000 Common Shares Outstanding (1) 86,376,134 Common Share Price (2) $ 39.73 $6,000 Common Market Equity $ 3,431,724 Preferred Share Liquidation Value 172,500 $4,000 Total Capitalization $ 3,604,224 Total Adjusted Debt 2,103,588 Total Enterprise Value $ 5,707,812 $2,000 (1) Total outstanding shares as of March 31, 2019, less 0.4 million unvested restricted shares. (2) Share price as of March 29, 2019. $0 Liquidity Debt Type Fixed/Floating Rate Debt* Available Borrowing Capacity Secured 21% 2019 Credit Facility $ 593,500 Fixed 89% A-2 Term Loans 400,000 Floating 11% Cash & Cash Equivalents 9,376 Unsecured 79% Total Liquidity $ 1,002,876 * The Company entered into interest rate swap positions to manage its exposure to changes in interest rate on floating rate debt, resulting in an effective floating rate exposure of 11%. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 8


 
DEBT SUMMARY $ in thousands % of Total (1) Weighted Average Maturity Date Debt Balance Principal Interest Rate Years to Maturity CreditNYSE:SRC Facility 2019 Credit Facility March 31, 2023 $ 206,500 9.7% 3.616% 4.0 Unsecured Term Loan A-1 Term Loans March 31, 2024 420,000 19.7% 3.750% 5.0 A-2 Term Loans (2) March 31, 2022 — —% —% 3.0 Unamortized deferred financing costs (6,095) Carrying amount 413,905 Convertible Notes 2.875% Notes due 2019 (2) May 15, 2019 402,500 18.9% 2.875% 0.1 3.750% Notes due 2021 May 15, 2021 345,000 16.2% 3.750% 2.1 Unamortized net discount and deferred financing costs (14,088) Carrying amount 733,412 Master Trust 2013 (3) Series 2013-2 Class A Notes December 20, 2023 166,681 7.8% 5.269% 4.7 Unamortized deferred financing costs (3,988) Carrying amount 162,693 Senior Unsecured Notes 4.450% Notes due 2026 September 15, 2026 300,000 14.1% 4.450% 7.5 Unamortized net discount and deferred financing costs (4,118) Carrying amount 295,882 Mortgages Payable (3) 6 CMBS loans on 100 properties September 2022 - August 2031 263,651 12.4% 5.347% 4.4 4 related party mortgages on 6 properties November 2025 - March 2028 27,148 1.2% 1.000% 9.0 Unamortized net premiums and deferred financing costs (2,958) Carrying amount 287,841 Total Debt, net $ 2,100,233 3.952% 3.8 (1) The weighted average stated interest rate for the three months ended March 31, 2019, including the effect of the Company's Principal % of Total Weighted Avg. interest rate swap positions, was 3.99%. Balance Principal Stated Int. Rate (2) The A-2 Term Loans have a delayed draw feature, which we expect to use to retire the 2.875% Convertible Notes upon their Total Unsecured Debt $ 1,674,000 78.5% 3.648% maturity in 2019. As of March 31, 2019, any used portion of the A-2 Term Loans would bear interest at LIBOR plus an applicable Total Secured Debt (2) 457,480 21.5% 5.063% margin of 1.25% per annum. In addition, a ticking fee accrues on the unused portion of the commitments for the A-2 Term Loans at a rate of 0.20% until the earlier of July 12, 2019 and the termination of the commitments. Total Principal $ 2,131,480 100.0% 3.952% (3) A significant portion of our secured debt is partially amortizing and requires a balloon payment at maturity. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 9


 
SENIOR UNSECURED NOTES COVENANT COMPLIANCE NYSE:SRC Covenant Requirement March 31, 2019 Total Debt to Total Assets < 60% 39.2% Total Secured Debt to Total Assets < 40% 8.4% Fixed Charge Coverage > 1.5x 4.5x Total Unencumbered Assets to Total Unsecured Debt > 1.5x 2.7x 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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 10


 
Investment and Disposition Activity $ in thousands Investments NYSE:SRCQ1 2019 Wtd. Avg. % of Gross Number of Number of Gross Annualized Initial Economic Lease Term Investment Transactions Properties Investment Rents Square Feet Cash Yield Yield (Years) New Tenants 42.4% 3 15 $ 75,723 $ 5,608 240,147 7.41% 8.26% 15.3 Existing Tenants(3) 47.3% 3 7 84,538 5,658 635,112 6.69% 7.64% 14.3 Revenue Producing Capital % Expenditures 10.3 — 10 18,329 1,513 — 8.25% —% — Total/Weighted Average 100.0% 6 32 $ 178,590 $ 12,779 875,259 7.16% 7.93% 14.8 By Asset Type: Retail (3) 81.5% 5 31 $ 145,596 $ 10,140 753,591 6.96% 7.68% 14.7 Other 18.5% 1 1 32,994 2,639 121,668 8.00% 8.88% 15.0 Total/Weighted Average 100.0% 6 32 $ 178,590 $ 12,779 875,259 7.16% 7.93% 14.8 Dispositions Q1 2019 % of R/E Number of Gross Capitalization Wtd. Avg. Remaining Investment Properties Gross Investment Sales Price Rate (1) Lease Term (Yrs) Occupied 97.6% 4 $ 31,148 $ 36,159 7.54% 10.5 Vacant —% 2 — — — — Transferred to lender (2) 2.4% 1 750 10,368 — — Total/Weighted Average 100.0% 7 $ 31,898 $ 46,527 7.54% 10.5 By Asset Type: Retail 57.9% 5 $ 18,479 $ 23,159 6.38% 14.5 Industrial 2.4% 1 750 10,368 — — Office 39.7% 1 12,669 13,000 9.60% 3.2 Total/Weighted Average 100.0% 7 $ 31,898 $ 46,527 7.54% 10.5 (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. (3) Includes one land-only acquisition of $8.1 million. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 11


 
TENANT DIVERSIFICATION - TOP 100 NYSE:SRC Percent of Percent of Number of Square Feet Contractual Number of Square Feet Contractual Tenant Concept Properties (in thousands) Rent Tenant Concept Properties (in thousands) Rent 1 Church's Chicken 170 243 3.3% 26 Lowe's 6 806 1.2% 2 Walgreens 38 561 3.2% 27 Alaska Club 5 305 1.1% 3 Home Depot 7 821 2.8% 28 Emagine Theaters 8 452 1.1% 4 Circle K 77 232 2.7% 29 Kohl's 7 571 1.1% 5 CVS 34 422 2.4% 30 CarMax 4 155 1.1% 6 Life Time Fitness 5 588 2.3% 31 Pep Boys 12 250 1.0% 7 At Home 11 1,347 2.3% 32 Specialists in Urology 9 128 1.0% 8 C-Store (GPM) 104 271 2.2% 33 AMC Theatres 4 226 1.0% 9 Ferguson Enterprises 7 1,003 1.6% 34 Camping World 6 295 0.9% 10 United Supermarkets 15 686 1.6% 35 Rite Aid 12 158 0.9% 11 PetSmart 4 1,016 1.6% 36 Studio Movie Grill 4 203 0.9% 12 BJ's Wholesale Club 4 475 1.5% 37 Georgia Theatre 4 171 0.9% 13 Sportsman's Warehouse 9 426 1.4% 38 Smokey Bones Barbecue 13 100 0.8% & Grill 14 Main Event 8 489 1.4% 39 C-Store 37 101 0.8% 15 C-Store 41 163 1.4% 40 Smart & Final 3 152 0.8% 16 Applebee's 22 120 1.4% 41 Aaron's 26 266 0.8% 17 Advance Auto Parts 54 377 1.4% 42 Flying J Travel Plaza 3 48 0.8% 18 LA Fitness 6 260 1.4% 43 CircusTrix 9 214 0.8% % South Carolina Oncology % 19 Mister Car Wash 17 113 1.4 44 Associates 1 120 0.8 20 Dollar General 57 594 1.4% 45 C-Store 6 24 0.7% 21 Tractor Supply 22 589 1.3% 46 Defined Fitness 5 205 0.7% 22 IBM 2 395 1.3% 47 Zips Car Wash 13 48 0.7% 23 Regal Cinemas 8 357 1.3% 48 Residence Inn by Marriott 1 122 0.7% 24 Red Lobster 27 184 1.3% 49 J. Jill 1 390 0.7% % Chuck-A-Rama and Grub % 25 FedEx 4 429 1.3 50 Steak 13 104 0.7 Top 50 Tenants 965 17,775 67.2% Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 12


 
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 Wal-Mart 5 370 0.6% 76 Davis-Standard 2 361 0.4% 52 Office Depot 10 214 0.6% 77 KFC 14 40 0.4% 53 Dave & Buster's 3 80 0.6% 78 Hardee's 17 60 0.4% 54 Best Buy 4 188 0.6% 79 C-Store 8 49 0.4% 55 C-Store 12 43 0.6% 80 Sonny's BBQ 8 48 0.4% 56 Sunny Delight 1 286 0.6% 81 La-Z-Boy 3 72 0.3% 57 Childcare Network 20 191 0.6% 82 Staples 6 137 0.3% 58 Universal Tax Systems 1 101 0.5% 83 Jo-Ann's 3 110 0.3% 59 Curacao 1 103 0.5% 84 Missoula Fresh Market 2 110 0.3% 60 24 Hour Fitness 2 105 0.5% 85 Liberty Oilfield Services 2 85 0.3% 61 Malibu Boats 2 303 0.5% 86 Taco Bell 9 20 0.3% 62 Taco Bueno 26 72 0.5% 87 Clean Freak 5 22 0.3% 63 Ladybird Academy 6 72 0.5% 88 Accel International 2 270 0.3% 64 American Lubefast 27 60 0.5% 89 VASA Fitness 2 114 0.3% 65 Old Time Pottery 3 355 0.5% 90 In-Shape 2 62 0.3% 66 Shooters World 2 80 0.5% 91 Childtime 9 73 0.3% 67 DOW Emergency 3 41 0.5% 92 Dollar Tree 12 115 0.3% 68 Gold's Gym 3 118 0.5% 93 Cinemark 1 54 0.3% 69 Academy Sports + 4 241 0.5% 94 Winco Foods 1 82 0.3% Outdoors 70 Crunch Fitness 4 163 0.5% 95 HOM Furniture 1 122 0.3% 71 Southern Theatres 2 106 0.5% 96 Sonic Drive-In 14 24 0.3% 72 Food City 3 130 0.4% 97 Hobby Lobby 1 141 0.3% 73 Topgolf 1 55 0.4% 98 Brookshire Brothers 7 213 0.3% 74 C-Store 13 27 0.4% 99 III Forks 1 19 0.3% 75 Riverview 14 GDX 1 66 0.4% 100 C-Store 3 14 0.3% Top 100 Tenants 1,259 23,762 88.0% Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 13


 
INDUSTRY DIVERSIFICATION Number of Total Square Percent of Industry Owned Feet Contractual Tenant Industry Category Properties (in thousands) Rent NYSE:SRC Convenience Stores Service 306 946 9.7% Health and Fitness Service 41 2,162 8.1% Restaurants - Quick Service Service 324 660 7.0% Drug Stores / Pharmacies Service 84 1,142 6.5% Restaurants - Casual Dining Service 115 837 6.4% Industry Concentration Movie Theatres Service 32 1,636 6.4% Percent of Contractual Rent Home Furnishings Retail 24 2,454 4.8% Grocery Retail 39 1,781 4.4% Home Improvement Retail 14 1,653 4.1% Specialty Retail Retail 62 1,682 4.1% Entertainment Service 24 946 3.8% Medical Office Service 36 621 3.8% Service 60.9% Professional Services Service 6 684 2.4% Manufacturing Industrial 12 1,768 2.4% Car Washes Service 35 183 2.4% Warehouse Club and Supercenters Retail 10 883 2.3% Automotive Service Service 54 419 2.0% Sporting Goods Retail 13 667 1.9% Building Materials Retail 9 1,064 1.8% Pet Supplies & Service Retail 5 1,030 1.7% Dollar Stores Retail 69 709 1.7% Retail Education Service 37 390 1.6% 33.7% Distribution Industrial 6 677 1.6% Automotive Dealers Retail 10 297 1.4% Other Other 7 364 1.4% Automotive Parts Retail 54 383 1.4% Other Industrial Discount Department Stores Retail 7 571 1.1% 1.4% 4.0% Office Supplies Retail 17 458 1.1% Apparel Retail 5 507 1.0% Travel Plaza Service 3 48 0.8% Consumer Electronics Retail 4 188 0.6% Discount Retailer Retail 3 188 0.3% Vacant 10 578 — Total 1,477 28,576 100.0% 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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 14


 
PORTFOLIO DIVERSIFICATION NYSE:SRC KEY Northeast Midwest South West % of Contractual Rent Texas 12.2% Arizona 3.4% Minnesota 2.4% New Jersey 1.4% New Hampshire 1.3% Connecticut 0.9% Montana 0.5% U.S. V.I. 0.2% Florida 8.4% Michigan 3.2% North Carolina 2.4% Pennsylvania 1.4% Maryland 1.2% Iowa 0.8% Massachusetts 0.5% Wyoming 0.1% Georgia 6.4% Virginia 3.1% Indiana 1.9% Louisiana 1.4% Arkansas 1.2% North Dakota 0.7% Wisconsin 0.3% South Dakota 0.1% California 5.2% Missouri 2.9% New York 1.9% Mississippi 1.3% Idaho 1.1% Washington 0.7% Rhode Island 0.3% Delaware 0.1% Ohio 4.8% South Carolina 2.4% Kentucky 1.9% Utah 1.3% Nevada 1.1% Maine 0.5% West Virginia 0.3% Vermont * Illinois 3.9% Alabama 2.4% New Mexico 1.7% Alaska 1.3% Kansas 1.0% Oregon 0.5% Nebraska 0.2% Tennessee 3.8% Colorado 2.4% Oklahoma 1.6% * 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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 15


 
SAME STORE PERFORMANCE $ in thousands NYSE:SRC Same Store Results Contractual Rent for the % Change % of Total Month Ended March 31, Net by Industry Industry 2019 2018 Change Number of Properties 1,327 Industry Contribution Convenience $ 3,089 $ 3,036 $ 53 1.7 % 11.8% Total Square Feet (in thousands) 21,529 Stores Restaurants - 2,206 2,159 47 2.2 % 8.5% March 2019 $ 26,101 Quick Service Drug Stores / 1,831 1,843 (12) (0.7)% 7.0% March 2018 $ 25,637 Pharmacies Restaurants - 1,777 1,759 18 1.0 % 6.8% Increase (in dollars) $ 464 Casual Dining Increase (percent) 1.8% Health and Fitness 1,440 1,395 45 3.2 % 5.5% Movie Theatres 1,232 1,204 28 2.3 % 4.7% Same Store Pool Defined Medical Office 1,221 1,201 20 1.7 % 4.7% We include all properties owned throughout the measurement Grocery 1,205 1,179 26 2.2 % 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 12,100 11,861 239 2.0 % 46.4% 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 $ 26,101 $ 25,637 $ 464 1.8 % 100.0% Contractual Rent for the % Change % of Total Month Ended March 31, Net by Asset Asset Type Asset Type 2019 2018 Change Type Contribution Retail $ 22,053 $ 21,748 $ 305 1.4% 84.5% Industrial 2,353 2,246 107 4.8% 9.0% Office 1,256 1,215 41 3.4% 4.8% Other 439 428 11 2.6% 1.7% Total $ 26,101 $ 25,637 $ 464 1.8% 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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 16


 
OCCUPANCY AND RENEWALS $ in thousands NYSE:SRC By Property Change in Vacant Properties Occupied 1,467 Vacant Properties at December 31, 2018 5 Vacant 10 Additions 9 Total owned 1,477 Dispositions (3) Relets (1) Occupancy Rate 99.3% Vacant Properties at March 31, 2019 10 Occupancy Rates Post Spin-Off 99.6% 99.6% 99.7% 99.3% 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Q2-18 Q3-18 Q4-18 Q1-19 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 17


 
LEASE STRUCTURE AND EXPIRATIONS $ in thousands NYSE:SRC Number of Total Owned Square Feet Contractual Rent Lease Expirations as a Percent of Contractual Rent Year Properties (in thousands) Annualized (1) Remainder of 2019 6 205 $ 2,295 Remainder of 2019 0.6% 2020 34 939 11,718 2020 3.0% 2021 82 2,280 28,214 2021 7.1% 2022 43 1,778 19,162 2022 4.8% 2023 112 3,919 38,716 2023 9.8% 2024 38 1,580 18,281 2024 4.6% 2025 36 1,328 16,896 2025 4.3% 2026 2026 79 1,686 23,140 5.8% 2027 8.3% 2027 112 2,225 32,672 2028 4.6% 2028 86 1,074 18,247 2029 and thereafter 47.1% 2029 and thereafter 839 10,984 186,545 Vacant 10 578 — Total owned 1,477 28,576 $ 395,886 properties Lease Escalations as a Percent of Contractual Rent (1) Contractual Rent multiplied by twelve. Annualized Cash Rents were $395.1 million as of (Excludes Multi-Tenant Properties) March 31, 2019. Based on Contractual Rent: 86% of our leases (excluding those on multi-tenant properties) Contractual Fixed Increases provide for periodic escalations, 67.2% Flat 39% of our leases are under master lease structures, 14.2% 91% of our tenants provide unit level and/or corporate financials, 55% of our tenants provide unit level financials, and CPI-Related 18.6% 2.7x is the weighted average unit level coverage for our 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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 18


 
NET ASSET VALUE (NAV) COMPONENTS $ in thousands NYSE:SRC Contractual Number of Rent Owned Real Estate Portfolio Properties Annualized (1) Retail (2) 1,388 $ 334,490 Office 36 18,947 Industrial 25 24,588 Other 4 8,618 Leased Real Estate Properties Held For Sale, Net 14 9,243 Vacant Properties (3) 10 — Total Owned Real Estate Portfolio 1,477 $ 395,886 Other NAV Components Total Loans Receivable Principal Balance Outstanding: $ 41,112 Investment in Master Trust 2014 Principal Balance Outstanding: $ 33,512 Cash and Cash Equivalents $ 9,376 Restricted Cash 18,516 Contractual Rent % of Total Preferred Equity Investment in Spirit MTA REIT 150,000 Annualized (1) Contractual Rent Accounts Receivable, Prepaid Assets, and Other Tangible Assets, Net 18,480 Top Ten Tenants $ 96,604 24.4% Top 100 Tenants $ 347,922 88.0% Total Other Tangible Assets Net Book Value: $ 196,372 (1) March Contractual Rent multiplied by twelve. (2) Total Debt Principal Balance Outstanding: $ 2,131,480 Includes four direct financing lease properties with a Real Estate Investment value of $20.3 million. Annualized Cash Rents include the tenants' current cash obligations of $1.6 million for the lease of these properties. Accounts Payable, Accrued Expenses (3) (4) Net Book Value: $ 125,183 Includes three properties that are held for sale with a net book value of and Other Tangible Liabilities $8.4 million. (4) Includes $56.2 million in dividends payable and $12.2 million of derivative liability related to a cash flow hedge. Preferred Shares Liquidation Value: $ 172,500 (5) Total outstanding shares as of March 31, 2019, less 0.4 million unvested restricted shares. Common Shares Outstanding (5) 86,376,134 Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 19


 
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 shiv[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 [email protected] 212.622.0695 John Massocca [email protected] 212.409.2543 Ladenburg Thalmann & 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 Greg McGinniss [email protected] 212.225.6906 Scotiabank Nicholas Yulico [email protected] 212.225.6904 Ki Bin Kim [email protected] 212.303.4124 Suntrust 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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 20


 
APPENDIX 21


 
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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 22


 
REPORTING DEFINITIONS AND EXPLANATIONS AdjustedNYSE:SRC Debt represents interest bearing debt ongoing compliance with customary financial Convertible Notes are the $402.5 million convertible (reported in accordance with GAAP) adjusted to covenants. notes of the Company due in 2019 and the $345.0 exclude unamortized debt discount/premium, million convertible notes of the Company due in deferred financing costs, and reduced by cash and A-1 Term Loans refers to a $420.0 million unsecured 2021, together. These liabilities are discussed in cash equivalents and cash reserves on deposit with term facility which includes an accordion feature greater detail in our financial statements and the lenders as additional security. By excluding these which allows the facility to be increased to up to notes thereto included in our periodic reports filed amounts, the result provides an estimate of the $620.0 million, subject to obtaining additional lender with the SEC. contractual amount of borrowed capital to be repaid, commitments. Borrowings may be repaid without net of cash available to repay it. We believe this premium or penalty, and may be re-borrowed within Contractual Rent represents monthly contractual calculation constitutes a beneficial supplemental non- 30 days up to the then available loan commitment. cash rent and earned income from direct financing GAAP financial disclosure to investors in leases, excluding percentage rents, from our Owned understanding our financial condition. A reconciliation A-2 Term Loans refers to a $400.0 million unsecured Properties recognized during the final month of the of interest bearing debt (computed in accordance delayed-draw term facility which includes an reporting period, adjusted to exclude amounts with GAAP) to Adjusted Debt is included in the accordion feature which allows the facility to be received from properties sold during that period and Appendix found at the end of this presentation. increased to up to $600.0 million, subject to obtaining adjusted to include a full month of contractual rent for additional lender commitments. Borrowings may be properties acquired during that period. We use Adjusted Debt to Annualized Adjusted EBITDAre repaid without premium or penalty, and may be re- Contractual Rent when calculating certain metrics is a supplemental non-GAAP financial measure we borrowed within 30 days up to the then available loan that are useful to evaluate portfolio credit, asset type, use to evaluate the level of borrowed capital being commitment. industry and geographic diversity and to manage risk. used to increase the potential return of our real estate investments and a proxy for a measure we believe is Annualized Cash Rents represents the annualized EBITDAre is a non-GAAP financial measure and is used by many lenders and ratings agencies to monthly Contractual Rent, less any rent reserved for, computed in accordance with standards established evaluate our ability to repay and service our debt multiplied by twelve. by NAREIT. EBITDAre is defined as net income (loss) obligations over time. We believe this ratio is a (computed in accordance with GAAP), plus interest beneficial disclosure to investors as a supplemental Capitalization Rate represents the Annualized Cash expense, plus income tax expense (if any), plus means of evaluating our ability to meet obligations Rents on the date of a property disposition divided by depreciation and amortization, plus (minus) losses senior to those of our equity holders. Our the gross sales price. For multi-tenant properties, and gains on the disposition of depreciated property, computation of this ratio may differ from the non-reimbursable property costs are deducted from plus impairment write-downs of depreciated property methodology used by other equity REITs and, the Annualized Cash Rents prior to computing the and investments in unconsolidated real estate therefore, may not be comparable to such other disposition Capitalization Rate. ventures, plus adjustments to reflect the Company's REITs. share of EBITDAre of unconsolidated real estate CMBS are those notes secured by commercial real ventures. 2019 Credit Facility refers to the $800 million estate and rents therefrom under which certain unsecured credit facility which matures on March 31, indirect wholly-owned special purpose entity Economic Yield is calculated by dividing the 2023, with an accordion feature providing for an subsidiaries of the Company are the borrowers. contractual cash rent, including fixed rent escalations additional $400.0 million of revolving borrowing These liabilities are discussed in greater detail in our and/or cash increases determined by CPI (increases capacity. The 2019 Credit Facility includes sublimits financial statements and the notes thereto included in calculated using a month to month historical CPI for letter of credit issuances, which reduce availability our periodic reports filed with the SEC. index) by the initial lease term, expressed as a under the 2019 Credit Facility. The ability to borrow percentage of the Gross Investment. under the 2019 Credit Facility is subject to the Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 23


 
REPORTING DEFINITIONS AND EXPLANATIONS EnterpriseNYSE:SRC Value represents Total Market annualized investment rate of return of our acquired the collectability of rents or other receivable Capitalization less cash and cash equivalents and properties. Additionally, actual contractual cash rent obligations, or the value associated with our reserves on deposit with lenders as of the date earned from the properties acquired may differ from operating platform. indicated. the Initial Cash Yield based on other factors, including difficulties collecting anticipated rental Net Book Value represents the Real Estate Equity Market Capitalization is calculated by revenues and unanticipated expenses at these Investment value, less impairment charges and net of multiplying the number of shares outstanding by the properties that we cannot pass on to tenants, as well accumulated depreciation. closing share price of the Company’s common stock as the risk factors set forth in our Annual Report on as of the date indicated. Form 10-K for the year ended December 31, 2018. Occupancy is calculated by dividing the number of economically yielding Owned Properties in the Fixed Charge Coverage Ratio (FCCR) is the ratio of Lease Expiration is the end of the initial term under portfolio as of the measurement date by the number Annualized Adjusted EBITDAre to Annualized Fixed a lease and does not account for extension periods of total Owned Properties on said date. Charges, a ratio derived from non-GAAP measures under the lease. that we use to evaluate our liquidity and ability to Owned Properties refers to properties owned fee- obtain financing. Fixed charges consist of interest Master Trust 2013 Notes are net-lease mortgage simple or ground leased by Company subsidiaries as expense, reported in accordance with GAAP, less notes issued under the Spirit Master Funding lessee. non-cash interest expense. Annualized Fixed Program and the securitization trusts established Charges is calculated by multiplying fixed charges for thereunder. Indirect special purpose entity Real Estate Investment represents the Gross the quarter by four. subsidiaries of the Company are the borrowers. Investment plus improvements less impairment These liabilities are discussed in greater detail in our charges. GAAP are the Generally Accepted Accounting financial statements and the notes thereto included in Principles in the United States. our periodic reports filed with the SEC. Senior Unsecured Notes refers to the $300 million aggregate principal amount of 4.450% senior Gross Investment represents the gross acquisition Net Asset Value (NAV) We believe disclosing unsecured notes due 2026. cost including the contracted purchase price and information frequently used in the calculation of NAV related capitalized transaction costs. is useful to investors and because it enables and Tenant represents the legal entity ultimately facilitates calculation of a metric frequently used by responsible for obligations under the lease Initial Cash Yield from properties is calculated by our management as one method to estimate the fair agreement or an affiliated entity. Other tenants may dividing the first twelve months of contractual cash value of our business. The assessment of the fair operate the same or similar business concept or rent (excluding any future rent escalations provided value of our business is subjective in that it involves brand. subsequently in the lease and percentage rent) by estimates and assumptions and can be calculated the Gross Investment in the related properties. Initial using various methods. Therefore, we have Total Market Capitalization represents Equity Cash Yield is a measure (expressed as a presented certain information regarding our financial Market Capitalization plus Total Debt as of the date percentage) of the contractual cash rent expected to and operating results, as well as our assets and indicated. be earned on an acquired property in the first year. liabilities that we believe are important in calculating Because it excludes any future rent increases or our NAV, but have not presented any specific Total Debt represents the sum of the principal additional rent that may be contractually provided for methodology nor provided any guidance on the balances outstanding on interest-bearing debt on the in the lease, as well as any other income or fees that assumptions or estimates that should be used in the Company’s balance sheet as of the date indicated. may be earned from lease modifications or asset calculation of NAV. The components of NAV do not dispositions, Initial Cash Yield does not represent the consider the potential changes in the value of assets, Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 24


 
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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 25


 
NON-GAAP RECONCILIATIONS $ in thousands Adjusted Debt, Adjusted EBITDAre, Annualized Adjusted EBITDAre Q1 2019 Fixed Charge Coverage Ratio (FCCR) Q1 2019 NYSE:SRC Revolving credit facilities $ 206,500 Annualized Adjusted EBITDAre $ 406,528 Term loans 413,905 Interest expense 26,611 Senior Unsecured Notes, net 295,882 Less: Non-cash interest (4,737) Mortgages and notes payable, net 450,534 Preferred Stock dividends 2,588 Convertible Notes, net 733,412 Fixed charges $ 24,462 Total debt, net 2,100,233 Annualized fixed charges $ 97,848 Add / (less): FCCR 4.2x Unamortized debt discount, net 12,027 Unamortized deferred financing costs 19,220 Adjusted Debt to Enterprise Value Q1 2019 Cash and cash equivalents (9,376) Adjusted Debt $ 2,103,588 Restricted cash balances held for the benefit of lenders (18,516) Enterprise Value $ 5,707,812 Total adjustments 3,355 Adjusted Debt to Enterprise Value 36.9% Adjusted Debt 2,103,588 Preferred Stock at liquidation value 172,500 Unencumbered Assets to Unsecured Debt Q1 2019 Adjusted Debt + Preferred Stock 2,276,088 Unsecured debt: Net income 43,578 2019 Credit Facility $ 206,500 Add / (less): A-1 Term Loans 420,000 Interest 26,611 Senior Unsecured Notes 300,000 Depreciation and amortization 41,349 Convertible Notes 747,500 Income tax expense 220 Total Unsecured Debt $ 1,674,000 Realized gains on sales of real estate assets (8,730) Unencumbered Assets $ 4,229,629 Impairments on real estate assets 3,692 Unencumbered Assets / Unsecured Debt 2.5x EBITDAre 106,720 Add / (less): Notice Regarding Non-GAAP Financial Measures Adjustments to revenue producing acquisitions and dispositions (1) 2,644 Real estate acquisition costs 71 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 Gain on debt extinguishment (8,783) addition to, not a substitute for or superior to, measures of financial performance Adjusted EBITDAre 100,652 prepared in accordance with GAAP. These non-GAAP financial measures should not Other adjustments for Annualized EBITDAre (2) 980 be considered replacements for, and should be read together with, the most comparable (3) GAAP financial measures. Reconciliations to the most directly comparable GAAP Annualized Adjusted EBITDAre $ 406,528 financial measures and statements of why management believes these measures are Adjusted Debt / Annualized Adjusted EBITDAre 5.2x useful to investors are included in this Appendix if the reconciliation is not presented on Adjusted Debt + Preferred / Annualized Adjusted EBITDAre 5.6x the page in which the measure is published. (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 write-offs related to certain straight- line rent receivables and other compensation adjustments. (3) Adjusted EBITDAre for the quarter, multiplied by four. Please see Appendix at the back of this supplement for Reporting Definitions and Explanations, Non-GAAP Reconciliations and a disclosure regarding Forward-Looking Statements. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 26


 
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. Q1 2019 SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION | As of March 31, 2019 27


 
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