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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 10, 2019

SPIRIT MTA REIT
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Maryland
 
001-38414
 
82-6712510
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
2727 North Harwood Street, Suite 300
Dallas, Texas 75201
(Address of principal executive offices)
(972) 476-1900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Title of each class
Name of each exchange on which registered
Common shares of beneficial interest,
par value $0.01 per share
New York Stock Exchange (SMTA)
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 x        
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 10, 2019, Spirit MTA REIT (the "Company"), issued 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.
The information set forth in Item 2.02 and in the attached Exhibit 99.1 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









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 MTA REIT
 
 
By:
 
/s/ Ricardo Rodriguez
 
 
Ricardo Rodriguez
Chief Executive Officer, President, Chief Financial Officer and Treasurer
 
 
 
Date: May 10, 2019




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

Exhibit


397886745_smtatwocolorrgblogohoriza3q1.jpg
Press Release
Spirit MTA REIT Announces
First Quarter 2019 Financial and Operating Results
- Continued execution of strategic alternatives -
- Declared special cash dividend of $0.33 per common share payable July 15, 2019 -
Dallas, TX - May 10, 2019 - Spirit MTA REIT (NYSE: SMTA) ("SMTA" or the "Company"), a net-lease real estate investment trust ("REIT") headquartered in Dallas, Texas, today reported its financial and operating results for the first quarter ended March 31, 2019.
Unless otherwise specified, financial and operating information prior to May 31, 2018 reflects the financial and operating information of SMTA's legal predecessor entities.
FIRST QUARTER HIGHLIGHTS
Continued to advance the process with the Board and the Company's financial advisor to execute strategic alternatives.
On March 5, 2019, the Board of Trustees declared a special cash dividend of $0.33 per common share, which was paid on April 15, 2019 to holders of record as of March 29, 2019.
Held $108.9 million in cash and cash equivalents as of March 31, 2019.
Had $28.9 million of restricted cash, comprised of the Master Trust 2014 Reserve Account, Master Trust Liquidity Reserve and other lender-controlled cash.
Eliminated $157.4 million of CMBS debt by foreclosure of the remaining 85 Shopko assets (83 owned properties and two seller-financed notes on properties) collateralizing the loan.
Disposed of three properties for $5.4 million in gross proceeds, two of which were in the Master Trust 2014 segment and one was in the Other Properties segment.
CEO COMMENTS
“In keeping with our announcement at the beginning of the quarter, we have been working closely with our Board and our advisors as we run our process to explore strategic alternatives for our Company. Our focus remains on maximizing shareholder value and returning that value to shareholders. In the meantime, we maintain approximately $145 million in liquidity as of May 8, 2019 and we are committed to keeping shareholders updated as and when we have developments we are able to share,” stated SMTA Chief Executive Officer, President, Chief Financial Officer and Treasurer Ricardo Rodriguez.

1



FINANCIAL RESULTS
Total revenues for the Master Trust 2014 and Other Properties segments were $45.5 million and $10.0 million, respectively, for the three months ended March 31, 2019, compared to $45.2 million and $14.9 million for the same period in 2018.
Net loss attributable to common shareholders was $42.2 million, or $0.99 per share, for the three months ended March 31, 2019, compared to net loss of $7.6 million, or $0.18 per share, for the same period in 2018. The foreclosure of the Shopko assets securing the CMBS debt resulted in a loss on debt extinguishment of $21.3 million, which is included in net loss attributable to common shareholders.
FFO for the three months ended March 31, 2019 was $(17.3) million, or $(0.41) per diluted share, compared to $19.9 million, or $0.47 per diluted share for the same period in 2018.
AFFO for the three months ended March 31, 2019 was $8.4 million, or $0.19 per diluted share, compared to $26.9 million, or $0.63 per diluted share, for the same period in 2018.
On March 5, 2019, the Board of Trustees declared a special cash dividend of $0.33 per common share that was paid on April 15, 2019 to holders of record as of March 29, 2019. The Board of Trustees also declared a cash dividend of $0.63 per SMTA Preferred Share and a cash dividend of $45.00 per SubREIT Preferred Share, both of which were paid on March 29, 2019 to holders of record as of March 15, 2019. The amount and timing of any future dividends will be at the discretion of the Board of Trustees and will depend on many factors, including, but not limited to, maintaining the Company's REIT tax status, timing and magnitude of disposition activities, execution of strategic alternatives and working capital needs.
PORTFOLIO HIGHLIGHTS
As of March 31, 2019, SMTA's diversified real estate portfolio, comprised of 790 owned properties, with 776 and 14 in the Master Trust 2014 and Other Properties segments, respectively, was 97.1% occupied with a weighted average remaining lease term of 8.7 years.
During the three months ended March 31, 2019, SMTA disposed of three properties for $5.4 million in gross proceeds. Two of the properties were within Master Trust 2014 and the other property was within the Other Properties segment.

BALANCE SHEET, LIQUIDITY & CAPITAL MARKETS
As of March 31, 2019, net investments for the Master Trust 2014 and Other Properties segments were $1.70 billion and $0.16 billion, respectively.
As of March 31, 2019, total cash was $108.9 million and restricted cash for the Master Trust 2014 and Other Properties segments was $27.8 million and $1.1 million, respectively.
As of March 31, 2019, debt for the Master Trust 2014 and Other Properties segments was $1.90 billion and $81.7 million, respectively.
Adjusted Debt to Annualized Adjusted EBITDAre was 13.2x as of March 31, 2019, based on the three months ended March 31, 2019.
On May 1, 2019, the Board of Trustees declared a special cash dividend of $0.33 per common share, which will be paid on July 15, 2019 to holders of record as of June 28, 2019.
As of May 8, 2019, total cash was $96.7 million and borrowing capacity under the Master Trust 2014 variable funding notes was $48.4 million, providing total liquidity of $145.1 million.
As of May 8, 2019, the Company held $40.2 million in restricted cash, comprised of the Master Trust 2014 Reserve Account, Master Trust Liquidity Reserve and other lender-controlled cash.


2



EARNINGS WEBCAST
The Company has provided pre-recorded comments from management. Interested parties can listen to the presentation via the following:
Internet:
The webcast link can be located on the investor relations page of the Company's website at www.spiritmastertrust.com
Telephone:
(844) 512-2921 (Domestic) / (412) 317-6671 (International)
Available through May 23, 2019 with access code 1134003
ABOUT SPIRIT MTA REIT
Spirit MTA REIT (NYSE: SMTA) is a net-lease REIT headquartered in Dallas, Texas. SMTA owns one of the largest, most diversified and seasoned commercial real estate backed master funding vehicles. SMTA is managed by Spirit Realty, L.P., a wholly-owned subsidiary of Spirit (NYSE: SRC), one of the largest publicly traded triple net-lease REITs. 
As of March 31, 2019, our diversified portfolio was comprised of 796 properties, including properties securing mortgage loans made by the Company. Our owned properties, with an aggregate gross leasable area of approximately 13.9 million square feet, are leased to approximately 203 tenants across 43 states and 24 industries. More information about Spirit MTA REIT can be found on the investor relations page of the Company's website at www.spiritmastertrust.com.
INVESTOR CONTACT
Investor Relations
(972) 476-1409
[email protected]

3



FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as "expect," "plan," "will," "estimate," "project," "intend," "believe," "guidance," “approximately,” “anticipate,” “may,” “should,” “seek” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise and we may not be able to realize them. The following risks and uncertainties, among others, could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to: industry and economic conditions; SMTA’s ability to succeed in its strategic plan; SMTA's ability to realize its asset disposition plan; SMTA’s significant leverage which may expose it to the risk of default under its debt obligations; risks associated with using debt to fund SMTA’s business activities (including its ability to use Master Trust 2014, an asset-backed securitization trust, as its main financing vehicle, changes in interest rates and conditions of the debt capital markets, generally); SMTA’s dependence on its external manager, Spirit Realty, L.P., to conduct its business and achieve its investment objectives; SMTA’s continued ability to source new investments; unknown liabilities acquired in connection with acquired properties or interests in real-estate related entities; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of SMTA’s properties, the inability to enter into or renew leases at favorable rates, portfolio occupancy varying from SMTA’s expectations, dependence on tenants’ financial condition and operating performance, competition from other developers, owners and operators of real estate tenant defaults, potential liability relating to environmental matters, potential illiquidity of real estate investments, condemnations, and potential damage from natural disasters); the financial performance of SMTA’s tenants and the demand for traditional retail and restaurant space particularly with respect to challenges being experienced by general merchandise retailers; SMTA’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; SMTA’s or its manager’s ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; SMTA’s ability to diversify its tenant base; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect SMTA or its major tenants; volatility and uncertainty in the financial markets, including potential fluctuations in the consumer price index; risks associated with its failure or unwillingness to maintain SMTA’s status as a REIT under the Internal Revenue Code of 1986, as amended, and other additional risks discussed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018. SMTA expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NOTICE REGARDING NON-GAAP FINANCIAL MEASURES
This press release 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 below.




4



REPORTING DEFINITIONS AND EXPLANATIONS
Adjusted Debt represents interest bearing debt (reported in accordance with GAAP) adjusted to exclude unamortized debt discount/premium, deferred financing costs, and reduced by cash and cash equivalents and cash reserves on deposit with lenders as additional security. By excluding these amounts, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. A reconciliation of interest bearing debt (reported in accordance with GAAP) to Adjusted Debt is included in this release.
Adjusted Debt to Annualized Adjusted EBITDAre is a supplemental non-GAAP financial measure we use to evaluate the level of borrowed capital being used to increase the potential return of our real estate investments and a proxy for a measure we believe is used by many lenders and ratings agencies to evaluate our ability to repay and service our debt obligations over time. We believe this ratio is a beneficial disclosure to investors as a supplemental means of evaluating our ability to meet obligations senior to those of our equity holders. Our computation of this ratio may differ from the methodology used by other equity REITs and, therefore, may not be comparable to such other REITs.
Adjusted EBITDAre represents EBITDAre adjusted for transaction costs, real estate acquisition costs, dispositions for the quarter as if such acquisitions and dispositions had occurred as of the beginning of the quarter, revenue producing acquisitions, impairments and loan losses related to the Shopko loan, debt extinguishment gains (losses), and amortization (recovery) of the promote fee. We focus our business plans to enable us to sustain increasing shareholder value. Accordingly, we believe that excluding these items, which are not key drivers of our investment decisions and may cause short-term fluctuations in net income (loss), provides a useful supplemental measure to investors and analysts in assessing the net earnings contribution of our real estate portfolio. Because these measures do not represent net income (loss) that is computed in accordance with GAAP, they should only be considered a supplement, and not an alternative, to net income (loss) attributable to common shareholders (computed in accordance with GAAP) as a performance measure. A reconciliation of net income (loss) attributable to common shareholders (computed in accordance with GAAP) to EBITDAre and Adjusted EBITDAre is included in this release.
Adjusted Funds from Operations (AFFO) AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. We adjust FFO to eliminate the impact of certain items that we believe are not indicative of our core operating performance, including restructuring and divestiture costs, other general and administrative costs associated with relocation of the Company's headquarters, transactions costs, default interest and fees on non-recourse mortgage indebtedness, debt extinguishment gains (losses), transaction costs incurred in connection with the acquisition of real estate investments subject to existing leases, amortization of the promote fee and certain non-cash items. These certain non-cash items include non-cash revenues (comprised of straight-line rents, amortization of above- and below-market rent on our leases, amortization of lease incentives, amortization of net premium/discount on loans receivable, bad debt expense and amortization of capitalized lease transaction costs), non-cash interest expense (comprised of amortization of deferred financing costs and amortization of net debt discount/premium) and non-cash compensation expense (stock-based compensation expense). In addition, other equity REITs may not calculate AFFO as we do, and, accordingly, our AFFO may not be comparable to such other equity REITs’ AFFO. AFFO does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should only be considered a supplement, and not an alternative, to net income (loss) attributable to common shareholders (computed in accordance with GAAP) as a performance measure.
Annualized Adjusted EBITDAre is calculated as Adjusted EBITDAre for the quarter, adjusted for items where annualization would not be appropriate, multiplied by four. Our computation of Adjusted EBITDAre and Annualized Adjusted EBITDAre may differ from the methodology used by other equity REITs to calculate these measures and, therefore, may not be comparable to such other REITs. A reconciliation of Annualized Adjusted EBITDAre is included in this release.
Annualized Cash Rent represents Annualized Contractual Rent, less any rent reserved for.
Annualized Contractual Rent represents the monthly Contractual Rent multiplied by twelve.
Cash Available for Distribution (CAD) is defined as AFFO less non-revenue producing capital expenditures and any other scheduled principal payments or receipts.
Contractual Rent represents monthly contractual cash rent, excluding percentage rents, from properties owned fee-simple or ground leased, recognized during the final month of the reporting period, adjusted to exclude amounts received from properties sold during that period and adjusted to include a full month of contractual rent for properties acquired during that period. We use Contractual Rent when calculating certain metrics that are useful to evaluate portfolio credit, asset type, industry and geographic diversity and to manage risk.
EBITDAre is a non-GAAP financial measure and is computed in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT). EBITDAre is defined as net income (loss) (computed in accordance with GAAP), plus interest expense, plus income tax expense (if any), plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property, plus impairment write-downs of depreciated property and investments in unconsolidated real estate ventures, plus adjustments to reflect the Company's share of EBITDAre of unconsolidated real estate ventures.

5



Funds from Operations (FFO) We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT). FFO represents net income (loss) attributable to common shareholders (computed in accordance with GAAP) excluding real estate-related depreciation and amortization, impairment charges and net (gains) losses from property dispositions. FFO is a supplemental non-GAAP financial measure. We use FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate-related depreciation and amortization, gains and losses from property dispositions and impairment charges, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of equity REITs, FFO will be used by investors as a basis to compare our operating performance with that of other equity REITs. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our properties that result from use or market conditions, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO as we do, and, accordingly, our FFO may not be comparable to such other equity REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income (loss) attributable to common shareholders (computed in accordance with GAAP) as a measure of our performance.
Gross Investment represents the gross acquisition cost including the contracted purchase price and related capitalized transaction costs.
Liquidity Reserve represents cash held on deposit until there is a cashflow shortfall as defined in the Master Trust 2014 agreements or a liquidation of Master Trust 2014 occurs.
Master Trust 2014 is an asset-backed securitization trust established in 2005, and amended and restated in 2014, which issues non-recourse notes collateralized by commercial real estate, net-leases and mortgage loans from time to time. Indirect special purpose entity subsidiaries of the Company are the borrowers. This liability is discussed in greater detail in our financial statements and the notes thereto included in our periodic reports filed with the SEC.
Occupancy is calculated by dividing the number of economically yielding Owned Properties in the portfolio as of the measurement date by the number of total Owned Properties on said date.
Other Properties are all properties not included in the Master Trust 2014.
Owned Properties refers to properties owned fee-simple or ground leased by Company subsidiaries as lessee.
Real Estate Investment represents the Gross Investment plus improvements less impairment charges.
SMTA Preferred Stock refers to the 10% Series A Cumulative Redeemable Preferred Stock.
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 sales price components for all leases within the sample.
Workout Assets include tenants or properties that are targeted for potential future dispositions or other lease restructurings.

6



Spirit MTA REIT
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
$
774,527

 
$
870,549

Buildings and improvements
1,432,458

 
1,526,933

Total real estate investments
2,206,985

 
2,397,482

Less: accumulated depreciation
(463,528
)
 
(459,615
)
 
1,743,457

 
1,937,867

Loans receivable, net
27,148

 
30,093

Intangible lease assets, net
75,722

 
79,314

Real estate assets held for sale, net
15,603

 
7,263

Net investments
1,861,930

 
2,054,537

Cash and cash equivalents
108,883

 
161,013

Deferred costs and other assets, net
66,710

 
83,087

Goodwill
7,012

 
7,012

Total assets
$
2,044,535

 
$
2,305,649

Liabilities and deficit
 
 
 
Liabilities:
 
 
 
Mortgages and notes payable, net
$
1,980,939

 
$
2,138,804

Intangible lease liabilities, net
16,428

 
17,676

Accounts payable, accrued expenses and other liabilities
37,367

 
83,629

Total liabilities
2,034,734

 
2,240,109

Redeemable preferred equity:
 
 
 
SMTA Preferred Shares, $0.01 par value, $25 per share liquidation preference, 20,000,000 shares authorized: 6,000,000 shares issued and outstanding at both March 31, 2019 and December 31, 2018
150,000

 
150,000

SubREIT Preferred Shares, $0.01 par value, $1,000 per share liquidation preference, 50,000,000 shares authorized: 5,125 shares issued and outstanding at both March 31, 2019 and December 31, 2018
5,125

 
5,125

Total redeemable preferred equity
155,125

 
155,125

Shareholders' deficit:
 
 
 
Common shares, $0.01 par value, 750,000,000 shares authorized; 43,085,751 and 43,000,862 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
431

 
430

Capital in excess of common share par value
201,824

 
201,056

Accumulated deficit
(347,579
)
 
(291,071
)
Total shareholders' deficit
(145,324
)
 
(89,585
)
Total liabilities and deficit
$
2,044,535

 
$
2,305,649



7



Spirit MTA REIT
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In Thousands, Except Share and Per Share Data)
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
Revenues:
 
 
 
Rental income
$
53,052

 
$
59,608

Interest income on loans receivable
1,236

 
81

Other income
1,193

 
379

Total revenues
55,481

 
60,068

 
 
 
 
Expenses:
 

 
 

General and administrative
6,052

 
5,651

Related party fees
6,950

 
1,730

Transaction costs
606

 
3,017

Property costs (including reimbursable)
1,573

 
1,413

Interest
32,335

 
28,012

Depreciation and amortization
19,375

 
20,993

Impairment and allowance for loan losses
6,037

 
4,825

Total expenses
72,928

 
65,641

Other loss:
 

 
 

Loss on debt extinguishment
(21,267
)
 
(255
)
Gain (loss) on disposition of real estate assets
478

 
(1,694
)
Total other loss
(20,789
)
 
(1,949
)
Loss before income tax expense
(38,236
)
 
(7,522
)
Income tax expense
(34
)
 
(57
)
Net loss and total comprehensive loss
(38,270
)
 
(7,579
)
Preferred dividends
(3,975
)
 

Net loss attributable to common shareholders
$
(42,245
)
 
$
(7,579
)
 
 
 
 
Net loss per share attributable to common shareholders
 
 
 
Basic
$
(0.99
)
 
$
(0.18
)
Diluted
$
(0.99
)
 
$
(0.18
)
 
 
 
 
Weighted average common shares outstanding:
 
 
 
Basic
42,860,427

 
42,851,010

Diluted
42,860,427

 
42,851,010




8



Spirit MTA REIT
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 (1)
Net loss attributable to common shareholders
 
$
(42,245
)
 
$
(7,579
)
Add / (less):
 
 
 
 
Portfolio depreciation and amortization
 
19,375

 
20,993

Portfolio impairments
 
6,037

 
4,825

(Gain) loss on disposition of real estate assets
 
(478
)
 
1,694

FFO
 
$
(17,311
)
 
$
19,933

Add / (less):
 
 
 
 
Loss on debt extinguishment
 
21,267

 
255

Transaction costs
 
606

 
3,017

Real estate acquisition costs
 
90

 
1

Non-cash interest expense
 
3,770

 
2,875

Straight-line rent, net of related bad debt expense
 
(896
)
 
(847
)
Other amortization and non-cash charges
 
31

 
90

Non-cash compensation expense
 
794

 
1,606

Amortization of the promote fee
 
24

 

AFFO
 
$
8,375

 
$
26,930

 
 
 
 
 
Dividends declared to common shareholders
 
$
14,218

 
N/A

 
 
 
 
 
Net loss per common share
 
 
 
 
Basic
 
$
(0.99
)
 
$
(0.18
)
Diluted
 
$
(0.99
)
 
$
(0.18
)
FFO per common share
 
 
 
 
Diluted (2)
 
$
(0.41
)
 
$
0.47

AFFO per common share
 
 
 
 
Diluted (2)
 
$
0.19

 
$
0.63

 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
Basic
 
42,860,427

 
42,851,010

Diluted
 
42,860,427

 
42,851,010

(1) Amounts for the three months ended March 31, 2018 are based entirely on results of SMTA's legal predecessor entities.
(2) For the three months ended March 31, 2019, dividends declared to unvested restricted shareholders were $73 thousand.

9



Spirit MTA REIT
Reconciliation of Non-GAAP Financial Measures
(In Thousands, Except Share and Per Share Data)
(Unaudited)
Adjusted Debt, Adjusted EBITDAre, Annualized Adjusted EBITDAre
 
 
March 31,
 
 
2019
 
2018
Master Trust 2014, net
 
$
1,899,239

 
$
1,924,996

CMBS, net
 
81,700

 
82,775

Total debt, net
 
1,980,939

 
2,007,771

Add / (less):
 
 
 
 
Unamortized debt discount
 
19,452

 
26,125

Unamortized deferred financing costs
 
15,092

 
18,366

Cash and cash equivalents
 
(108,883
)
 
(5
)
Cash reserves on deposit with lenders as additional security classified as other assets
 
(28,852
)
 
(80,594
)
Adjusted Debt
 
$
1,877,748

 
$
1,971,663

Preferred Stock at liquidation value
 
155,125

 

Adjusted Debt + Preferred Stock
 
$
2,032,873

 
$
1,971,663

 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
2019
 
2018 (1)
Net loss
 
$
(38,270
)
 
$
(7,579
)
Add / (less):
 
 
 
 
Interest
 
32,335

 
28,012

Depreciation and amortization
 
19,375

 
20,993

Income tax expense
 
34

 
57

(Gain) loss on disposition of real estate assets
 
(478
)
 
1,694

Impairment and allowance for loan losses
 
6,037

 
4,825

EBITDAre
 
$
19,033

 
$
48,002

Add / (less):
 
 
 
 
Transaction costs
 
606

 
3,017

Real estate acquisition costs
 
90

 
1

Loss on debt extinguishment
 
21,267

 
255

Amortization of the promote fee
 
24

 

Severance
 

 
1,432

Adjusted EBITDAre
 
$
41,020

 
$
52,707

Other adjustments for Annualized Adjusted EBITDAre (2)
 
(5,505
)
 

Annualized Adjusted EBITDAre
 
$
142,060

 
$
210,828

Adjusted Debt / Annualized Adjusted EBITDAre
 
13.2
x
 
9.4x

Adjusted Debt + Preferred / Adjusted EBITDAre
 
14.3
x
 
N/A

(1) 
Amounts for 2018 are based on the SMTA's allocated portion of Spirit’s expense.
(2) 
Adjustments are comprised of rental income from Shopko, interest and other income on the Shopko B-1 term loan, property operating costs, interest expense on the Shopko CBMS loan and other associated costs related to Shopko.


10



Spirit MTA REIT
Components of Non-GAAP Financial Measures
(In Millions, Unaudited)
Components of NAV
Master Trust 2014
March 31, 2019
Master Trust 2014 Annualized Contractual Rent
$
178.6

Less: Annualized Contractual Rent of Shopko properties in Master Trust 2014
(1.5
)
Master Trust 2014 Annualized Contractual Rent excluding Shopko
$
177.1

 
 
Real Estate Investment of vacant properties in Master Trust 2014
$
19.9

Mortgage loans in Master Trust 2014
$
27.1

Master Trust 2014 restricted cash (1)
$
27.8

Master Trust 2014 debt outstanding
$
(1,932.8
)
 
 
Academy Distribution Center
March 31, 2019
Academy Annualized Contractual Rent
$
9.5

Academy CMBS debt outstanding
$
(82.7
)
 
 
Workout Assets
March 31, 2019
Workout Assets Annualized Contractual Rent (2)
$
6.5

Real Estate Investment of vacant Workout Assets
$
8.9

 
 
Other Assets
March 31, 2019
Unrestricted cash
$
108.9

 
 
Other Liabilities
March 31, 2019
Termination fee (3)
$
48.1

Dividends payable
$
14.2

Redeemable preferred equity
$
155.1

(1)
Restricted cash as of March 31, 2019 includes $5.6 million in the Liquidity Reserve.
(2)
Property cost leakage for Workout Assets for the first quarter of 2019 annualized was $2.3 million.
(3)
Termination fee is 1.75x the sum of the annualized asset management fee under the Asset Management Agreement of $20.0 million and the annualized property management fee under the Property Management Agreement of approximately $7.5 million. Does not take into account transition services fees, which require eight months of service fees upon a termination notice.
Illustrative Impact of Shopko Exposure
 
Three Months Ended March 31, 2019
 
Shopko (1)
 
Three Months Ended
March 31, 2019
excluding Shopko
AFFO
$
8.4

 
$
(1.9
)
 
$
6.5

Collections of principal on loans receivable
1.4

 
(0.6
)
 
0.8

Repayments under mortgages and notes payable (2)
(8.9
)
 

 
(8.9
)
Capital expenditures
(1.4
)
 

 
(1.4
)
CAD (3)
$
(0.5
)
 
$
(2.5
)
 
$
(3.0
)
(1)
Shopko adjustments include Contractual Rent from Shopko, interest and principal payments on the Shopko B-1 Term Loan, interest and principal payments on the two seller-financed notes on Shopko properties, and real estate taxes on properties leased to Shopko.
(2)
There was no use of the variable funding notes during the three months ended March 31, 2019.
(3)  
Includes $3.0 million of first quarter 2019 professional costs associated with pursuing our rights and remedies in connection with recovery of our Shopko B-1 Term Loan and other costs associated with the Shopko bankruptcy.

11



Spirit MTA REIT
Portfolio Overview
(Square Feet In Thousands)
 
Properties
Annualized Contractual Rent
Annualized
Cash Rent
Occupied Square Feet
Vacant Properties
Vacant
Square Feet
 
 
 
 
 
 
 
 
 
Master Trust 2014
776


$178.6
M
 
$
170.9
M
 
11,762

19

173

Other Properties
14


$16.0
M
 
$
15.6
M
 
1,844

4

133

SMTA
790


$194.6
M
 
$
186.5
M
 
13,606

23

306

Top Ten Tenants at March 31, 2019:
Master Trust 2014
 
Other Properties
Tenant (1) 
 
Properties
 
Total Square
Feet
  
 
Percent of MTA
Contractual Rent
 
Tenant (1) 
 
Properties
 
Total Square
Feet
  
 
Percent of Other Properties
Contractual Rent
AMC Entertainment, Inc.
 
14

 
696

 
6.0
%
 
Academy, LTD.
 
1

 
1,501

 
59.4
%
Universal Pool Co., Inc.
 
14

 
543

 
4.0
%
 
PricewaterhouseCoopers LLP
 
1

 
135

 
13.7
%
Crème De La Crème, Inc.
 
9

 
190

 
3.1
%
 
Children's Learning Adventure USA, LLC
 
3

 
71

 
13.4
%
Goodrich Quality Theaters, Inc.
 
4

 
245

 
3.0
%
 
Crown Distributing LLC
 
1

 
94

 
7.3
%
Life Time Fitness, Inc.
 
3

 
420

 
2.9
%
 
Neighbors Health System, Inc.
 
2

 
14

 
3.9
%
Destination XL Group, Inc.
 
1

 
756

 
2.9
%
 
Pleasanton Fitness, LLC
 
1

 
29

 
2.3
%
Buehler Food Markets Inc.
 
5

 
503

 
2.9
%
 
7-Eleven, Inc. (2)
 
1

 

 
%
Carmax, Inc.
 
4

 
201

 
2.7
%
 
 
 
 
 
 
 
 
Professional Resource Development, Inc.
 
59

 
234

 
2.4
%
 
 
 
 
 
 
 
 
Regal Entertainment Group
 
6

 
267

 
2.0
%
 
 
 
 
 
 
 
 
 
 
119

 
4,055

 
31.9
%
 
 
 
10

 
1,844

 
100.0
%
(1)  Tenants represent legal entities ultimately responsible for obligations under the lease agreements or affiliated entities. Other tenants may operate the same or similar business concepts or brands as those set forth above.
(2) 
Tenant provided a rent-free period during tenant's construction phase of its asset.



12



Spirit MTA REIT
Portfolio Overview
(Square Feet In Thousands)

Industry Diversification at March 31, 2019:
Master Trust 2014
 
Other Properties
Industry
 
Properties
 
Total Square
Feet
  
 
Percent of MTA
Contractual Rent
 
Industry
 
Properties
 
Total Square
Feet
  
 
Percent of Other Properties
Contractual Rent
Restaurants - Quick Service
 
304

 
790

 
14.5
%
 
Sporting Goods
 
1

 
1,501

 
59.4
%
Movie Theatres
 
29

 
1,519

 
13.3
%
 
Multi-Tenant
 
1

 
135

 
13.7
%
Restaurants - Casual Dining
 
89

 
640

 
11.5
%
 
Education
 
3

 
71

 
13.4
%
Health and Fitness
 
18

 
1,021

 
7.7
%
 
Distribution
 
1

 
94

 
7.4
%
Medical / Other Office
 
77

 
502

 
6.9
%
 
Medical / Other Office
 
2

 
15

 
3.9
%
Specialty Retail
 
22

 
857

 
6.0
%
 
Health and Fitness
 
1

 
28

 
2.2
%
Home Furnishings
 
17

 
907

 
5.1
%
 
Convenience Stores
 
1

 

 
%
Automotive Parts and Service
 
79

 
362

 
4.9
%
 
Vacant
 
4

 
133

 
%
Grocery
 
19

 
1,020

 
4.8
%
 
 
 
 
 
 
 
 
Automotive Dealers
 
12

 
323

 
4.6
%
 
 
 
 
 
 
 
 
Education
 
14

 
329

 
4.1
%
 
 
 
 
 
 
 
 
Apparel
 
3

 
1,019

 
3.4
%
 
 
 
 
 
 
 
 
Other
 
3

 
183

 
2.8
%
 
 
 
 
 
 
 
 
Entertainment
 
4

 
200

 
2.2
%
 
 
 
 
 
 
 
 
Sporting Goods
 
3

 
331

 
1.9
%
 
 
 
 
 
 
 
 
Manufacturing
 
7

 
763

 
1.3
%
 
 
 
 
 
 
 
 
Car Washes
 
6

 
48

 
1.3
%
 
 
 
 
 
 
 
 
Building Materials
 
28

 
458

 
1.2
%
 
 
 
 
 
 
 
 
General Merchandise
 
8

 
318

 
1.1
%
 
 
 
 
 
 
 
 
Drug Stores / Pharmacies
 
8

 
83

 
0.9
%
 
 
 
 
 
 
 
 
Multi-Tenant
 
2

 
34

 
0.3
%
 
 
 
 
 
 
 
 
Dollar Stores
 
5

 
55

 
0.2
%
 
 
 
 
 
 
 
 
Vacant
 
19

 
173

 
%
 
 
 
 
 
 
 
 
 
 
776

 
11,935

 
100.0
%
 
 
 
14

 
1,977

 
100.0
%


13



Spirit MTA REIT
Portfolio Overview
(Square Feet In Thousands)

Asset Type Diversification at March 31, 2019:
Master Trust 2014
 
Other Properties
Asset Type
 
Properties
 
Total Square
Feet
  
 
Percent of MTA
Contractual Rent
 
Asset Type
 
Properties
 
Total Square
Feet
  
 
Percent of Other Properties
Contractual Rent
Retail
 
658

 
9,234

 
84.7
%
 
Retail
 
11

 
218

 
19.5
%
Industrial
 
38

 
2,022

 
6.2
%
 
Industrial
 
2

 
1,595

 
66.8
%
Office
 
80

 
679

 
9.1
%
 
Office
 
1

 
164

 
13.7
%
 
 
776

 
11,935

 
100.0
%
 
 
 
14

 
1,977

 
100.0
%


14
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