UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 7, 2012
Spirit Realty Capital, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-32386 | 20-0175773 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
14631 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85254
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (480) 606-0820
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On November 7, 2012, Spirit Realty Capital, Inc. issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2012. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this report, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
99.1 | Press release, dated November 7, 2012 |
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 A. Bender | |
Michael A. Bender Chief Financial Officer, Senior Vice President, Assistant Secretary and Treasurer |
Date: November 7, 2012
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press release, dated November 7, 2012 |
Exhibit 99.1
FOR FURTHER INFORMATION
CONTACT:
Michael A. Bender
SVP, Chief Financial Officer
(480) 315-6634
InvestorRelations@spiritrealty.com
PRESS RELEASE
Spirit Realty Capital, Inc. Announces Third Quarter 2012 Results
Scottsdale, AZ, November 7, 2012 (BUSINESS WIRE) Spirit Realty Capital, Inc. (NYSE: SRC), a self-administered and self-managed real estate investment trust, today announced results for the third quarter and nine months ended September 30, 2012.
Company Highlights for the Third Quarter Ended September 30, 2012:
| Raised net proceeds of $455.4 million from its September 25, 2012 initial public offering (IPO) (including $60.7 million from the exercise in full of the underwriters over-allotment option which closed on October 1, 2012) |
| Generated total revenues of $70.7 million, a 2.5% increase as compared to the same quarterly period in 2011 |
| Produced AFFO attributable to common stockholders totaling $28.5 million |
| Extinguished its variable Term Note payable in full ($729 million principal balance) |
| Recognized $32.5 million loss on debt extinguishment driving net loss of $49.9 million |
| Entered into a new $100 million secured revolving credit facility |
| Invested $32.4 million in eight properties with tenants in place |
| Maintained portfolio occupancy rate of 98.4% |
CEO Comments
Mr. Thomas H. Nolan, Jr., Chief Executive Officer, stated, We are pleased to have completed the Companys initial public offering. The Company is poised to build on its strengths of prudent portfolio underwriting and management to provide its stockholders with stable, quality earnings. As we conclude 2012, we are optimistic that our improved balance sheet and extensive experience and leadership in the triple net industry will enable us to continue to capitalize on our pipeline of investment opportunities as we work to create value for our stockholders.
Page 1
Financial Results
Total Revenues
Third quarter 2012 total revenues increased 2.5% to $70.7 million as compared to $69.0 million in the third quarter of 2011. Total revenues for the nine months ended September 30, 2012 improved 2.9% to $211.1 million as compared to $205.1 million for the same period in 2011.
Net Loss Attributable to Common Stockholders
Net loss attributable to common stockholders for the third quarter of 2012 was $(49.9) million, or $(1.70) per share (based on 29.4 million weighted average common shares outstanding), compared to the net loss attributable to common stockholders for the third quarter of 2011 of $(21.2) million, or $(0.82) per share (based on 25.9 million weighted average common shares outstanding). The third quarter 2012 results included the following items associated with the IPO and Term Note extinguishment:
i. | $32.5 million loss on the extinguishment of the Companys Term Note which was repaid in full; |
ii. | $8.0 million non-cash charge related to derivative instruments on the Companys Term Note, of which $7.4 million was a charge to general and administrative expense, and $0.6 million to interest expense; |
iii. | $4.9 million charge to general and administrative expense for IPO incentive awards, including $4.1 million non-cash vesting of restricted stock; and |
iv. | $1.0 million in additional third party expenses incurred to secure lenders consents to the IPO. |
Absent these charges, the net loss attributable to common stockholders for the third quarter of 2012 was $(3.5) million, or $(0.12) per share.
Net loss attributable to common stockholders for the nine months ended September 30, 2012 was $(71.1) million, or $(2.63) per share, compared to $(45.6) million, or $(1.76) per share, for the same period in 2011. The results for the nine months ended September 30, 2012 included the following items associated with the IPO and Term Note extinguishment:
i. | $32.5 million loss on the extinguishment of the Term Note; |
ii. | $8.7 million non-cash charge related to derivative instruments on the Companys Term Note, of which $8.1 million was a charge to general and administrative expense, and $0.6 million to interest expense; |
iii. | $4.9 million charge to general and administrative expense for IPO incentive awards including $4.1 million non-cash vesting of restricted stock; and |
iv. | $4.8 million in third party expenses incurred to secure lenders consents to the IPO. |
Absent these charges the net loss attributable to common stockholders for the nine months ended September 30, 2012 was $(20.1) million, or $(0.74) per share.
FFO and AFFO Attributable to Common Stockholders
Driven by the items noted above, funds from operations (FFO) for the third quarter of 2012 were $(21.8) million or $(0.74) per share, compared to $13.9 million, or $0.54 per share for the third quarter of 2011. For the nine months ended September 30, 2012, FFO was $21.6 million, or $0.65 per share, compared to $52.1 million, or $2.01 per share for the same period in 2011.
Page 2
Adjusted funds from operations (AFFO) for the third quarter of 2012 totaled $28.5 million, or $0.60 per share, compared to $20.8 million, or $0.80 per share for the third quarter of 2011. For the nine months ended September 30, 2012, AFFO was $83.0 million, or $1.81 per share, compared to $67.3 million, or $2.60 per share for the nine months ended September 30, 2011.
The definitions of FFO and AFFO are included on page 5 and a reconciliation of these measures to GAAP is provided on page 9.
Portfolio Highlights
Property Acquisitions
Spirit Realty Capital invested $32.4 million in eight real estate properties during the third quarter of 2012, as compared to $6.3 million in the third quarter of 2011. New investments in the nine months ended September 30, 2012 totaled $86.2 million, representing 58 new properties. New investments in the first nine months of 2011 totaled $6.8 million.
Portfolio
As of September 30, 2012, the Companys gross investment in real estate and mortgage and equipment loans totaled $3.6 billion, of which substantially all was invested in 1,105 properties which were 98.4% occupied. The Companys properties are generally leased under long-term, triple net leases, with a weighted average remaining maturity of approximately 11 years. Approximately 63% of the Companys annual rent (defined as annualized third quarter 2012 rent) is contributed from properties under master leases and 96% of all leases provide for rental increases.
The real estate portfolio is diversified geographically throughout 47 states and among various property types. Only one state accounted for more than 10% of the total value of the real estate portfolio. Spirits three largest property types at September 30, 2012 were general and discount retail (30%), restaurants (19%), and specialty retail (8%).
Capital Transactions
On September 25, 2012, the Company completed its IPO of 29 million common shares which generated net proceeds of $394.7 million. On October 1, 2012, the underwriters exercised in full their over-allotment option to purchase an additional 4.35 million shares, generating an additional $60.7 million in net proceeds, for a total of $455.4 million. A portion of the IPO proceeds were used to repay $399 million of borrowings outstanding under the Term Note. The remaining $330 million outstanding under this Term Note was converted into 24.2 million shares of common stock.
Page 3
Concurrent with the IPO, Spirit Realty Capital entered into a $100 million secured revolving credit facility with an initial term of three years. Amounts available for borrowing are subject to the maintenance of a minimum ratio of the total value of the unencumbered properties as well as complying with other customary financial covenants. There were no amounts borrowed under the line at September 30, 2012.
Fourth Quarter 2012 Estimates
The Company estimates FFO per share for the fourth quarter of 2012 should range from $0.32 to $0.34 and AFFO should range from $0.38 and $0.40 per share, in each case before any gains or losses related to capital transactions. This FFO guidance equates to net (loss) earnings before any gains or losses from the sale of real estate, impairment charges and other items related to capital tranasctions of ($0.02) to $0.00 per share plus $0.34 per share of expected real estate depreciation and amortization.
The Company believes estimates of FFO and AFFO per share for the full year 2012 are less meaningful as a result of the costs and change in shares associated with the IPO and Term Note extinguishment occurring at the end of the third quarter.
This guidance is based on current plans, assumptions, and estimates and is subject to the risks and uncertainties more fully described in this press release and the Companys reports filed with the Securities and Exchange Commission.
2013 Estimates
The Company estimates that 2013 FFO per share should range from $1.35 to $1.40 and AFFO should range from $1.60 to $1.65 per share. This FFO guidance equates to net (loss) earnings before any gains or losses from the sale of real estate and impairment charges of ($0.01) to $0.04 per share plus $1.36 per share of expected real estate depreciation and amortization.
The guidance is based on current plans, assumptions, and estimates and is subject to the risks and uncertainties more fully described in this press release and the Companys reports filed with the Securities and Exchange Commission.
Conference Call
Spirit Realty Capital will hold a conference call and webcast to discuss the Companys third quarter results on November 7, 2012, at 5:00 p.m. (Eastern Time). The call can be accessed live over the phone by dialing 866-700-6067 (toll-free domestic) or 617-213-8834 (international); passcode: 23724583. A live webcast of the conference call will be available on the Investor Relations section of Spirit Realty Capitals website at www.spiritrealty.com. A replay of the call will be available for one week via telephone starting approximately one hour after the call ends. The replay can be accessed at 888-286-8010 (toll-free domestic) or 617-801-6888 (international); passcode: 90252444. The webcast will be archived on Spirit Realty Capitals website for 30 days after the call.
Page 4
About Spirit Realty Capital
Spirit Realty Capital was formed in 2003 to acquire single-tenant operationally essential real estate, which refers to generally free-standing, commercial real estate facilities where tenants conduct retail, service or distribution activities that are essential to the generation of their sales and profits. Since that time, Spirit Realty Capital has invested over $4.1 billion and constructed a diverse portfolio of more than 1,190 properties located across 47 states. Spirit Realty Capitals diversity reduces the risk associated with an economic decline in any particular geographic area or industry or adverse events affecting any particular tenant. More information about Spirit Realty Capital can be found at www.spiritrealty.com.
Forward-Looking and Cautionary Statements
Statements contained in this press release which are not historical facts are forward-looking statements. These forward-looking statements can be identified by the use of words such as expects, plans, estimates, projects, intends, believes, guidance, and similar expressions that do not relate to historical matters. These forward-looking statements are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors which include, but are not limited to, continued ability to source new investments, changes in interest rates and/or credit spreads, changes in the real estate markets, and other risk factors discussed in Spirit Realty Capitals final prospectus dated September 19, 2012 and other documents as filed by the Company with the Securities and Exchange Commission from time to time. All forward-looking statements in this press release are made as of today, based upon information known to management as of the date hereof, and the Company assumes no obligations to update or revise any of its forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.
We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net losses (gains) on the disposition of assets. 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) as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP. A reconciliation of net loss (computed in accordance with GAAP) to FFO is included in the financial information accompanying this release.
Page 5
Adjusted FFO represents net income (loss) adjusted to eliminate the impact of real estate-related depreciation and amortization, impairment charges, gains/losses on sales of real estate, charges associated with the extinguishment of the Term Note, litigation costs, non-cash interest expense, non-cash revenues, and non-cash stock-based compensation expense. We believe that it is useful to investors to exclude the effect of these charges, costs and other income (expense) because these items are not reflective of ongoing operational items. A reconciliation of net loss (computed in accordance with GAAP) to AFFO is included in the financial information accompanying this release.
Page 6
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
Unaudited
(In Thousands, Except Share and Per Share Data)
Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Revenues: |
||||||||||||||||
Rentals |
$ | 69,030 | $ | 67,056 | $ | 205,852 | $ | 199,303 | ||||||||
Interest income on loans receivable |
1,483 | 1,667 | 4,496 | 5,120 | ||||||||||||
Interest income and other |
164 | 237 | 709 | 702 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
70,677 | 68,960 | 211,057 | 205,125 | ||||||||||||
Expenses: |
||||||||||||||||
General and administrative |
17,402 | 9,940 | 31,463 | 22,647 | ||||||||||||
Litigation |
| | | 151 | ||||||||||||
Property costs |
1,028 | 1,346 | 3,302 | 4,010 | ||||||||||||
Interest |
42,115 | 43,517 | 123,346 | 126,518 | ||||||||||||
Depreciation and amortization |
27,760 | 27,397 | 83,114 | 82,389 | ||||||||||||
Impairments |
150 | 2,007 | 9,000 | 2,038 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
88,455 | 84,207 | 250,225 | 237,753 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from continuing operations before other income (expense) and income tax expense (benefit) |
(17,778 | ) | (15,247 | ) | (39,168 | ) | (32,628 | ) | ||||||||
Other income (expense): |
||||||||||||||||
Loss on debt extinguishment |
(32,522 | ) | | (32,522 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense) |
(32,522 | ) | | (32,522 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from continuing operations before income tax expense (benefit) |
(50,300 | ) | (15,247 | ) | (71,690 | ) | (32,628 | ) | ||||||||
Income tax expense (benefit) |
74 | (146 | ) | 394 | (37 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from continuing operations |
(50,374 | ) | (15,101 | ) | (72,084 | ) | (32,591 | ) | ||||||||
Discontinued operations: |
||||||||||||||||
Loss from discontinued operations |
(506 | ) | (4,478 | ) | (1,349 | ) | (10,782 | ) | ||||||||
Net gain (loss) on dispositions of assets |
1,021 | (1,642 | ) | 2,390 | (2,182 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from discontinued operations |
515 | (6,120 | ) | 1,041 | (12,964 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
(49,859 | ) | (21,221 | ) | (71,043 | ) | (45,555 | ) | ||||||||
Less: preferred dividends |
| | (8 | ) | (8 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common stockholders |
$ | (49,859 | ) | $ | (21,221 | ) | $ | (71,051 | ) | $ | (45,563 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share of common stockbasic and diluted |
||||||||||||||||
Continuing operations |
$ | (1.72 | ) | $ | (0.58 | ) | $ | (2.67 | ) | $ | (1.26 | ) | ||||
Discontinued operations |
0.02 | (0.24 | ) | 0.04 | (0.50 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (1.70 | ) | $ | (0.82 | ) | $ | (2.63 | ) | $ | (1.76 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic and diluted |
29,351,839 | 25,863,976 | 27,035,083 | 25,863,976 | ||||||||||||
|
|
|
|
|
|
|
|
Page 7
SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
September 30, 2012 |
December 31, 2011 |
|||||||
(Unaudited) | ||||||||
Assets |
||||||||
Investments: |
||||||||
Real estate investments: |
||||||||
Land and improvements |
$ | 1,309,158 | $ | 1,297,020 | ||||
Buildings and improvements |
2,003,204 | 1,975,708 | ||||||
|
|
|
|
|||||
Total real estate investments |
3,312,362 | 3,272,728 | ||||||
Less: accumulated depreciation |
(471,912 | ) | (405,426 | ) | ||||
|
|
|
|
|||||
2,840,450 | 2,867,302 | |||||||
Loans receivable, net |
52,619 | 65,477 | ||||||
Intangible lease assets, net |
197,842 | 204,696 | ||||||
Real estate assets held for sale, net |
16,200 | 9,634 | ||||||
|
|
|
|
|||||
Net investments |
3,107,111 | 3,147,109 | ||||||
Cash and cash equivalents |
45,401 | 49,536 | ||||||
Deferred costs and other assets, net |
52,629 | 34,916 | ||||||
|
|
|
|
|||||
Total assets |
$ | 3,205,141 | $ | 3,231,561 | ||||
|
|
|
|
|||||
Liabilities and stockholders equity |
||||||||
Liabilities: |
||||||||
Term note payable, net |
$ | | $ | 725,735 | ||||
Mortgages and notes payable, net |
1,904,944 | 1,901,411 | ||||||
Intangible lease liabilities, net |
46,413 | 46,221 | ||||||
Accounts payable, accrued expenses and other liabilities |
29,243 | 31,834 | ||||||
|
|
|
|
|||||
Total liabilities |
1,980,600 | 2,705,201 | ||||||
Stockholders equity: |
||||||||
Series A Cumulative Preferred Stock, $0.01 par value per share, 20 million shares authorized, 125 shares issued and outstanding |
84 | 84 | ||||||
Common stock, $0.01 par value per share, 100 million shares authorized, 80,501,515 and 25,863,976 shares issued and outstanding, respectively |
805 | 259 | ||||||
Capital in excess of par value |
1,766,033 | 1,004,065 | ||||||
Accumulated deficit |
(541,547 | ) | (470,496 | ) | ||||
Accumulated other comprehensive loss |
(834 | ) | (7,552 | ) | ||||
|
|
|
|
|||||
Total stockholders equity |
1,224,541 | 526,360 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 3,205,141 | $ | 3,231,561 | ||||
|
|
|
|
Page 8
SPIRIT REALTY CAPITAL, INC.
Reconciliation of Non-GAAP Financial Measures
Unaudited
(In Thousands, Except Share and Per Share Data)
Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net loss attributable to common stockholders |
$ | (49,859 | ) | $ | (21,221 | ) | $ | (71,051 | ) | $ | (45,563 | ) | ||||
Add/(less): |
||||||||||||||||
Portfolio depreciation and amortization (a) |
27,983 | 27,775 | 83,690 | 83,955 | ||||||||||||
Portfolio impairments (a) |
1,070 | 5,719 | 11,327 | 11,509 | ||||||||||||
Realized (gains)/losses on sales of real estate (a) |
(1,021 | ) | 1,642 | (2,390 | ) | 2,182 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total adjustments |
28,032 | 35,136 | 92,627 | 97,646 | ||||||||||||
Funds from operations (FFO) attributable to common stockholders |
$ | (21,827 | ) | $ | 13,915 | $ | 21,576 | $ | 52,083 | |||||||
Add/(less): |
||||||||||||||||
Loss on Term Note extinguishment |
32,522 | | 32,522 | | ||||||||||||
Loss on derivative instruments related to Term Note extinguishment |
7,992 | 540 | 8,688 | 843 | ||||||||||||
Expenses incurred to secure lenders consents (b) |
963 | | 4,770 | | ||||||||||||
Litigation |
| | | 151 | ||||||||||||
Non-cash interest expense |
5,247 | 6,856 | 13,052 | 15,874 | ||||||||||||
Non-cash revenues |
(534 | ) | (537 | ) | (1,683 | ) | (1,661 | ) | ||||||||
Non-cash compensation expense |
4,121 | | 4,121 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total adjustments to FFO |
50,311 | 6,859 | 61,470 | 15,207 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted funds from operations (AFFO) attributable to common stockholders |
$ | 28,484 | $ | 20,774 | $ | 83,046 | $ | 67,290 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share of common stock |
||||||||||||||||
Basic and Diluted (c) |
$ | (1.70 | ) | $ | (0.82 | ) | $ | (2.63 | ) | $ | (1.76 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
FFO per share of common stock |
||||||||||||||||
Diluted (c) |
$ | (0.74 | ) | $ | 0.54 | $ | 0.65 | $ | 2.01 | |||||||
|
|
|
|
|
|
|
|
|||||||||
AFFO per share of common stock |
||||||||||||||||
Diluted (c) |
$ | 0.60 | $ | 0.80 | $ | 1.81 | $ | 2.60 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
29,351,839 | 25,863,976 | 27,035,083 | 25,863,976 | ||||||||||||
Diluted (c) |
52,017,262 | 25,863,976 | 50,749,899 | 25,863,976 |
(a) | Includes amounts related to discontinued operations. |
(b) | These third party expenses were incurred to secure lenders consents to the IPO. |
(c) | Assumes the issuance of potentially issuable shares unless the result would be anti-dilutive. |
Page 9
SPIRIT REALTY CAPITAL, INC.
Real Estate Portfolio
Unaudited
Industry Diversification
The following table sets forth information regarding the diversification of our owned real estate properties among different industries (based on annual rent) as of September 30, 2012:
Industry |
Number
of Properties |
Percent of Total
Annual Rent(1) |
||||||
General and discount retail properties |
181 | 29.9 | % | |||||
Restaurants - quick service |
366 | 10.2 | ||||||
Restaurants - casual dining |
133 | 8.4 | ||||||
Specialty retail properties |
42 | 7.9 | ||||||
Movie theatres |
23 | 7.8 | ||||||
Building material suppliers |
110 | 6.7 | ||||||
Industrial properties |
28 | 5.3 | ||||||
Educational properties |
22 | 4.7 | ||||||
Automotive dealers, parts and service properties |
74 | 4.4 | ||||||
Recreational properties |
8 | 3.7 | ||||||
Convenience stores / car washes |
33 | 3.1 | ||||||
Supermarkets |
20 | 1.9 | ||||||
Distribution properties |
37 | 1.4 | ||||||
Medical / other office properties |
10 | 1.4 | ||||||
Health clubs/gyms |
5 | 1.1 | ||||||
Interstate travel plazas |
3 | 1.1 | ||||||
Drugstores |
9 | * | ||||||
Call centers |
1 | * | ||||||
|
|
|
|
|||||
Total |
1,105 | 100 | % | |||||
|
|
|
|
* | Less than 1% |
(1) | We define annual rent as rental revenue for the quarter ended September 30, 2012 multiplied by four. |
Tenant Diversification
The following table lists the top 10 tenants of our owned real estate properties (based on annual rent) as of September 30, 2012:
Tenant |
Number of Properties |
Annual Rent (in thousands)(1) |
Percent of Total Annual Rent |
|||||||||
Shopko Stores/Pamida Operating Co., LLC |
181 | $ | 83,450 | 29.9 | % | |||||||
84 Properties, LLC |
109 | 18,437 | 6.6 | |||||||||
Carmike Cinemas, Inc. |
12 | 8,024 | 2.9 | |||||||||
Universal Pool Co., Inc. |
14 | 6,355 | 2.3 | |||||||||
CBH20, LP (Camelback Ski Resort) |
1 | 5,779 | 2.1 | |||||||||
Casual Male Retail Group Inc. |
1 | 4,814 | 1.7 | |||||||||
United Supermarkets, LLC |
14 | 4,576 | 1.6 | |||||||||
Main Event Entertainment, LP |
6 | 4,477 | 1.6 | |||||||||
NE Opco, Inc. |
6 | 4,378 | 1.6 | |||||||||
Carmax, Inc. |
4 | 3,931 | 1.4 | |||||||||
Other |
757 | 134,763 | 48.3 | |||||||||
|
|
|
|
|
|
|||||||
Total |
1,105 | $ | 278,984 | 100 | % | |||||||
|
|
|
|
|
|
(1) | We define annual rent as rental revenue for the quarter ended September 30, 2012 multiplied by four. |
Page 10
SPIRIT REALTY CAPITAL, INC.
Real Estate Portfolio (continued)
Unaudited
Geographic Diversification
The following table sets forth information regarding the geographic diversification of our owned real estate properties as of September 30, 2012:
Location |
Number of Properties |
Percent of Total Annual Rent(1) |
||||||
Wisconsin |
57 | 11.3 | % | |||||
Texas |
82 | 8.6 | ||||||
Illinois |
84 | 6.7 | ||||||
Pennsylvania |
49 | 5.3 | ||||||
Minnesota |
38 | 4.6 | ||||||
Arizona |
24 | 4.1 | ||||||
Florida |
63 | 3.9 | ||||||
Georgia |
70 | 3.9 | ||||||
Indiana |
40 | 3.3 | ||||||
Michigan |
34 | 3.2 | ||||||
Nebraska |
18 | 3.2 | ||||||
Ohio |
49 | 3.1 | ||||||
Massachusetts |
6 | 2.9 | ||||||
California |
9 | 2.6 | ||||||
North Carolina |
25 | 2.2 | ||||||
Tennessee |
54 | 2.1 | ||||||
Idaho |
9 | 2.0 | ||||||
Utah |
13 | 2.0 | ||||||
Iowa |
32 | 1.9 | ||||||
Kentucky |
37 | 1.8 | ||||||
Alabama |
44 | 1.8 | ||||||
Washington |
9 | 1.6 | ||||||
Missouri |
30 | 1.5 | ||||||
Montana |
7 | 1.5 | ||||||
Virginia |
27 | 1.4 | ||||||
South Dakota |
9 | 1.4 | ||||||
New York |
29 | 1.4 | ||||||
Oklahoma |
13 | 1.3 | ||||||
Oregon |
6 | 1.3 | ||||||
West Virginia |
19 | 1.1 | ||||||
Kansas |
6 | * | ||||||
South Carolina |
12 | * | ||||||
Maryland |
18 | * | ||||||
Colorado |
6 | * | ||||||
Louisiana |
13 | * | ||||||
Arkansas |
7 | * | ||||||
Maine |
20 | * | ||||||
Nevada |
2 | * | ||||||
New Jersey |
3 | * | ||||||
Wyoming |
8 | * | ||||||
New Mexico |
4 | * | ||||||
Mississippi |
7 | * | ||||||
Delaware |
2 | * | ||||||
Vermont |
2 | * | ||||||
North Dakota |
2 | * | ||||||
New Hampshire |
6 | * | ||||||
Rhode Island |
1 | * | ||||||
|
|
|
|
|||||
Total properties owned |
1,105 | 100 | % | |||||
|
|
|
|
* | Less than 1% |
(1) | We define annual rent as rental revenue for the quarter ended September 30, 2012 multiplied by four. |
Page 11
SPIRIT REALTY CAPITAL, INC.
Real Estate Portfolio (continued)
Unaudited
Lease Expirations
The following table sets forth a summary schedule of lease expirations for leases in place as of September 30, 2012. As of September 30, 2012, the weighted average non-cancelable remaining initial term of our leases (based on annual rent) was 11.2 years. The information set forth in the table assumes that tenants exercise no renewal options and all early termination rights:
Leases expiring in |
Number of Properties |
Expiring Annual Rent (in thousands)(1) |
Percent of
Total Expiring Annual Rent |
|||||||||
Remainder of 2012 |
4 | $ | 1,612 | 0.6 | % | |||||||
2013 |
13 | 1,544 | 0.6 | |||||||||
2014 |
54 | 7,778 | 2.8 | |||||||||
2015 |
20 | 4,608 | 1.7 | |||||||||
2016 |
23 | 2,765 | 1.0 | |||||||||
2017 |
34 | 6,208 | 2.2 | |||||||||
2018 |
33 | 11,274 | 4.0 | |||||||||
2019 |
58 | 12,022 | 4.3 | |||||||||
2020 |
86 | 27,825 | 10.0 | |||||||||
2021 |
131 | 22,303 | 8.0 | |||||||||
2022 and thereafter |
631 | 180,648 | 64.8 | |||||||||
Vacant |
18 | | | |||||||||
|
|
|
|
|
|
|||||||
Total owned properties |
1,105 | $ | 278,587 | 100 | % | |||||||
|
|
|
|
|
|
(1) | We define annual rent as rental revenue for the quarter ended September 30, 2012 multiplied by four. |
Page 12