EX-99.1 2 a2017q2-scearningsrelease.htm EXHIBIT 99.1 Exhibit
    
spiritrealtylogojpg.jpg
Press Release


Spirit Realty Capital, Inc. Announces
Second Quarter 2017 Financial and Operating Results
 
Dallas, TX - August 3, 2017 - Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit" or the "Company"), a premier net lease real estate investment trust (REIT) that primarily invests in single-tenant, operationally essential real estate, today released its financial and operating results for the three and six months ended June 30, 2017.
SECOND QUARTER 2017 HIGHLIGHTS
Generated Net Income of $0.05 per share and AFFO of $0.21 per share, including $4.2 million in cash severance charges.
Acquired nine properties for $92.8 million.
Disposed of 48 properties for $109.6 million, including 15 vacant and non-income producing properties for $11.7 million and five properties leased to Shopko for $25.5 million.
Completed authorized $200 million share repurchase program at a weighted average price of $7.59 per share and reduced pre-buy back share count by 5.4%.
Engaged financial advisers Morgan Stanley, Moelis and Company and legal adviser Latham & Watkins LLP to advise on capital structure, asset optimization and validation of Path Forward plan.
CEO COMMENTS
“We are pleased with the results of the second quarter, which demonstrate the continued strength of our diverse net-lease portfolio of assets, and the many operational improvements put into place earlier this year," stated Jackson Hsieh, President and Chief Executive Officer of Spirit. "Additionally, we enhanced our financial and portfolio disclosure, repurchased shares, continued to optimize our portfolio and maintained balance sheet strength.”

1



FINANCIAL RESULTS
Total revenues were $168.6 million for the three months ended June 30, 2017, compared to $171.7 million for the same period a year ago. Total revenues were $334.1 million for the six months ended June 30, 2017, compared to $340.1 million for the same period a year ago.
Net income attributable to common stockholders was $23.2 million, or $0.05 per diluted share, for the three months ended June 30, 2017, compared to $46.0 million, or $0.10 per diluted share, for the same period a year ago. Net income attributable to common stockholders was $36.0 million, or $0.07 per diluted share, for the six months ended June 30, 2017, compared to $69.1 million, or $0.15 per diluted share, for the same period a year ago.
FFO per diluted share was $0.18 and $0.24 for the three months ended June 30, 2017 and 2016, respectively. FFO per diluted share was $0.38 and $0.44 for the six months ended June 30, 2017 and 2016, respectively.
AFFO was $99.1 million, including $4.2 million in cash severance charges, for the three months ended June 30, 2017, compared to $104.4 million for the same period a year ago. AFFO per diluted share was $0.21 for the three months ended June 30, 2017, compared to $0.22 for the same period a year ago. AFFO was $197.2 million for the six months ended June 30, 2017, compared to $202.2 million for the same period a year ago. AFFO per diluted share was $0.41 for the six months ended June 30, 2017, compared to $0.44 for the same period a year ago.
Declared a quarterly cash dividend of $0.18 per share, which equates to an annualized cash dividend of $0.72 per share. The quarterly dividend was paid on July 14, 2017 to stockholders of record as of June 30, 2017.
SECOND QUARTER PORTFOLIO HIGHLIGHTS
During the three months ended June 30, 2017, Spirit invested $92.8 million in nine properties, including revenue producing capital expenditures. These investments comprise seven transactions, earn an initial weighted average cash yield of approximately 6.98% and have an average lease term of 12.9 years. Of the $92.8 million invested, 96.5% represent transactions with existing customers and are leased to seven different tenants in five different industries.
During the three months ended June 30, 2017, the Company sold 48 properties for $109.6 million in gross proceeds, including the sale of 33 income producing properties for $97.9 million, with a weighted average capitalization rate of 7.14%. The remaining 15 properties were vacant and non-income producing properties and were sold for $11.7 million.
During the three months ended June 30, 2017, Spirit continued to reduce the concentration of its largest tenant, Shopko. As of June 30, 2017, Spirit had reduced its Shopko concentration to 7.9% of Contractual Rent. During the three months ended June 30, 2017, the Company sold five revenue-producing Shopko properties for $25.5 million in gross proceeds.
As of June 30, 2017, Spirit's diversified real estate portfolio remained essentially fully occupied at 97.9% and was comprised of 2,475 owned properties, which had a weighted average remaining lease term of 10.3 years, of which 53 were vacant. During the second quarter, Spirit renewed six of eight expiring leases, recapturing 94.7% of the expiring rent.
FIRST HALF PORTFOLIO HIGHLIGHTS
During the six months ended June 30, 2017, Spirit invested $240.8 million in 35 properties, including revenue producing capital expenditures. These investments include 22 transactions, earn an initial weighted average cash yield of approximately 7.08% and have an average lease term of 13.7 years. Of the $240.8 million invested, 79.9% represent transactions with existing customers and are leased to 17 different tenants in 13 different industries.

2



During the six months ended June 30, 2017, the Company sold 105 properties for $282.2 million in gross proceeds, including the sale of 51 income producing properties for $190.6 million, with a weighted average capitalization rate of 7.50%. The remaining 54 properties were vacant and non-income producing properties and were sold for $91.6 million.
During the six months ended June 30, 2017, Spirit continued to reduce the concentration of its largest tenant, Shopko. As of June 30, 2017, Spirit had reduced its Shopko concentration to 7.9% of Contractual Rent. During the six months ended June 30, 2017, the Company sold eight revenue-producing Shopko properties for $46.5 million in gross proceeds.
During the six months ended June 30, 2017, Spirit renewed 21 of 25 expiring leases, recapturing 98.7% of the expiring rent.
BALANCE SHEET, LIQUIDITY & CAPITAL MARKETS
Adjusted Debt to Annualized Adjusted EBITDA was 7.1x as of June 30, 2017, compared to 6.0x at June 30, 2016. Adjusted Debt to Annualized Adjusted EBITDA, excluding severance costs, was 6.6x as of June 30, 2017.
Unencumbered assets totaled $4.9 billion at June 30, 2017, compared to $4.2 billion at June 30, 2016, representing approximately 60% and 50% of Spirit's total real estate investments, respectively.
As of August 3, 2017, Spirit had approximately $10 million in cash and cash equivalents on its balance sheet and had drawn $420 million under its $800 million unsecured line of credit.
As of August 3, 2017, Spirit had additional funds available for acquisitions of approximately $52 million in its 1031 Exchange and Spirit Master Trust Program release accounts.
Definitions for FFO and AFFO (as well as a reconciliation of these measures to net income attributable to common stockholders) and certain other defined terms can be found in the supplemental financial and operating report posted on Spirit's website along with this release.
SHARE REPURCHASE PROGRAM
In February 2016, Spirit's Board of Directors authorized a share repurchase program, under which the Company was authorized to repurchase up to $200 million of its outstanding common stock. As of August 3, 2017, the Company has repurchased 26.3 million shares of its outstanding common stock, at a weighted average price of $7.59 per share, equivalent to the $200 million authorized.
2017 GUIDANCE
The Company maintains its 2017 AFFO guidance range, from $0.80 to $0.84 per share, as updated in the first quarter of 2017.
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.

3



EARNINGS WEBCAST AND CONFERENCE CALL TIME
The Company's second quarter 2017 earnings conference call is scheduled for Thursday, August 3, 2017 at 5:00 p.m. Eastern Time. Interested parties can listen to the call via the following:
Internet:
The webcast link, as well as the dial-in information and other pertinent details relating to the earnings conference call can be located on the investor relations page of the Company's website at www.spiritrealty.com.
Phone:
(888) 349-0136 (Domestic) / (412) 542-4152 (International) / (855) 669-9657 (Canada)
No access code required.
Replay:
Available through August 17, 2017 with access code 10109397
(877) 344-7529 (Domestic) / (412) 317-0088 (International) / (855) 669-9658 (Canada)
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 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 and office properties providing superior risk adjusted returns and steady dividend growth for our shareholders.
As of June 30, 2017, our diversified portfolio was comprised of 2,549 properties, including properties securing mortgage loans made by the Company. Our properties, with an aggregate gross leasable area of approximately 51 million square feet, are leased to approximately 432 tenants across 49 states and 30 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
InvestorRelations@spiritrealty.com

4



FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This press release contains 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,” and other similar expressions that do not relate to historical matters. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, Spirit’s continued ability to source new investments, risks associated with using debt to fund Spirit’s business activities (including refinancing and interest rate risks, changes in interest rates and/or credit spreads, changes in the price of our common stock, and conditions of the equity and debt capital markets, generally), 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 our properties, the inability to enter into or renew leases at favorable rates, portfolio occupancy varying from our expectations, dependence on tenants' financial condition and operating performance, and competition from other developers, owners and operators of real estate), the financial performance of our retail tenants and the demand for retail space, particularly with respect to challenges being experienced by general merchandise retailers, potential fluctuations in the consumer price index, risks associated with our failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended, risks and uncertainties related to the completion and timing of Spirit's proposed spin-off of properties leased to Shopko and assets that collateralize Master Trust 2014 and the impact of the spin-off on Spirit's business, and other additional risks discussed in Spirit’s most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K. Spirit 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
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. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in the Appendix of the supplemental financial and operating report, which can be found in the investor relations page of our website.

5




SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)
(Unaudited)

 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
Rentals
$
160,487

 
$
160,506

 
$
319,707

 
$
322,325

Interest income on loans receivable
874

 
1,625

 
1,766

 
3,284

Earned income from direct financing leases
518

 
698

 
1,130

 
1,422

Tenant reimbursement income
4,480

 
3,200

 
8,445

 
7,024

Other income
2,276

 
5,697

 
3,009

 
6,028

Total revenues
168,635

 
171,726

 
334,057

 
340,083

Expenses:
 
 
 
 
 
 
 
General and administrative (1)
22,862

 
13,850

 
36,280

 
25,499

Restructuring charges

 
1,813

 

 
2,462

Transaction costs
485

 

 
485

 

Property costs
9,632

 
6,611

 
18,683

 
13,938

Real estate acquisition costs
424

 
979

 
577

 
1,036

Interest
46,826

 
49,172

 
93,449

 
102,189

Depreciation and amortization
64,220

 
64,263

 
129,214

 
128,927

Impairments
15,996

 
13,371

 
50,372

 
25,989

Total expenses
160,445

 
150,059

 
329,060

 
300,040

Income before other income/(expense) and income tax expense
8,190

 
21,667

 
4,997

 
40,043

Other income (expense):
 
 
 
 
 
 
 
Gain (loss) on debt extinguishment
8

 
14,016

 
(22
)
 
8,675

Total other income (expense)
8

 
14,016

 
(22
)
 
8,675

Income before income tax expense
8,198

 
35,683

 
4,975

 
48,718

Income tax expense
(265
)
 
(839
)
 
(430
)
 
(920
)
Income before gain on disposition of assets
7,933

 
34,844

 
4,545

 
47,798

Gain on disposition of assets
15,273

 
11,115

 
31,490

 
21,261

Net income attributable to common stockholders
$
23,206

 
$
45,959

 
$
36,035

 
$
69,059

 
 
 
 
 
 
 
 
Net income per share attributable to common stockholders—basic
$
0.05

 
$
0.10

 
$
0.07

 
$
0.15

Net income per share attributable to common stockholders—diluted
$
0.05

 
$
0.10

 
$
0.07

 
$
0.15

 
 
 
 
 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
Basic
479,102,268

 
473,161,125

 
480,845,051

 
457,263,526

Diluted
479,102,268

 
473,164,386

 
480,845,622

 
457,267,015

Dividends declared per common share issued
$
0.1800

 
$
0.1750

 
$
0.3600

 
$
0.3500

(1) 2017 balances include $11.1 million in severance related costs.

6



SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
(Unaudited)
 
June 30,
2017
 
December 31, 2016
 
 
 
 
Assets
 
 
 
Investments:
 
 
 
Real estate investments:
 
 
 
Land and improvements
$
2,652,512

 
$
2,704,010

Buildings and improvements
4,748,049

 
4,775,221

Total real estate investments
7,400,561

 
7,479,231

Less: accumulated depreciation
(1,001,057
)
 
(940,005
)
 
6,399,504

 
6,539,226

Loans receivable, net
66,415

 
66,578

Intangible lease assets, net
457,580

 
470,276

Real estate assets under direct financing leases, net
27,373

 
36,005

Real estate assets held for sale, net
133,166

 
160,570

Net investments
7,084,038

 
7,272,655

Cash and cash equivalents
11,246

 
10,059

Deferred costs and other assets, net
169,699

 
140,917

Goodwill
254,340

 
254,340

Total assets
$
7,519,323

 
$
7,677,971

Liabilities and stockholders’ equity
 
 
 
Liabilities:
 
 
 
Revolving Credit Facility
$
320,000

 
$
86,000

Term Loan, net
418,880

 
418,471

Senior Unsecured Notes, net
295,135

 
295,112

Mortgages and notes payable, net
2,103,425

 
2,162,403

Convertible Notes, net
709,183

 
702,642

Total debt, net
3,846,623

 
3,664,628

Intangible lease liabilities, net
169,831

 
182,320

Accounts payable, accrued expenses and other liabilities
147,036

 
148,915

Total liabilities
4,163,490

 
3,995,863

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Common stock, $0.01 par value, 750,000,000 shares authorized: 457,902,592 and 483,624,120 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
4,579

 
4,836

Capital in excess of par value
5,188,514

 
5,177,086

Accumulated deficit
(1,837,260
)
 
(1,499,814
)
Total stockholders’ equity
3,355,833

 
3,682,108

Total liabilities and stockholders’ equity
$
7,519,323

 
$
7,677,971



7




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 June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net income attributable to common stockholders (1) (2)
$
23,206

 
$
45,959

 
$
36,035

 
$
69,059

Add/(less):
 
 
 
 
 
 
 
Portfolio depreciation and amortization
64,081

 
64,166

 
128,936

 
128,737

Portfolio impairments
15,996

 
13,371

 
50,372

 
26,309

Realized gains on sales of real estate
(15,273
)
 
(11,115
)
 
(31,490
)
 
(21,261
)
Total adjustments to net income
64,804

 
66,422

 
147,818

 
133,785

 
 
 
 
 
 
 
 
FFO
$
88,010

 
$
112,381

 
$
183,853

 
$
202,844

Add/(less):
 
 
 
 
 
 
 
(Gain) loss on debt extinguishment
(8
)
 
(14,016
)
 
22

 
(8,675
)
Restructuring charges

 
1,813

 

 
2,462

Other costs included in general and administrative associated with headquarters relocation

 
1,129

 

 
1,941

Transaction costs
485

 

 
485

 

Real estate acquisition costs
424

 
979

 
577

 
1,036

Non-cash interest expense
5,665

 
3,010

 
11,127

 
5,966

Accrued interest and fees on defaulted loans
899

 
1,243

 
1,573

 
3,098

Swap termination costs (included in general and administrative)

 
1,724

 

 
1,724

Non-cash revenues, net
(5,523
)
 
(5,367
)
 
(11,914
)
 
(11,954
)
Non-cash compensation expense
9,194

 
1,485

 
11,438

 
3,790

Total adjustments to FFO
11,136

 
(8,000
)
 
13,308

 
(612
)
 
 
 
 
 
 
 
 
AFFO
$
99,146

 
$
104,381

 
$
197,161

 
$
202,232

 
 
 
 
 
 
 
 
Dividends declared to common stockholders
$
82,422

 
$
83,944

 
$
169,544

 
$
161,545

Dividends declared as a percent of AFFO
83
%
 
80
%
 
86
%
 
80
%
Net income per share of common stock
 
 
 
 
 
 
 
Basic (3)
$
0.05

 
$
0.10

 
$
0.07

 
$
0.15

Diluted (3)
$
0.05

 
$
0.10

 
$
0.07

 
$
0.15

FFO per share of common stock
 
 
 
 
 
 
 
Diluted (3)
$
0.18

 
$
0.24

 
$
0.38

 
$
0.44

AFFO per share of common stock
 
 
 
 
 
 
 
Diluted (3)
$
0.21

 
$
0.22

 
$
0.41

 
$
0.44

Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
Basic
479,102,268

 
473,161,125

 
480,845,051

 
457,263,526

Diluted
479,102,268

 
473,164,386

 
480,845,622

 
457,267,015

(1) Included in 2017 general and administrative costs is $11.1 million of severance related costs, comprising $4.2 million of cash compensation and $6.9 million of non-cash compensation related to the acceleration of restricted stock and performance share awards.
(2) For the three and six months ended June 30, 2016, Net Income Attributable to Common Stockholders includes compensation for lost rent received from the Haggen Holdings, LLC settlement for six rejected stores as follows (in millions):
Contractual rent from date of rejection through either sale date or June 30, 2016    $ 1.3
Three month of prepaid rent for the three stores subsequently sold         0.5
Total included in AFFO                        $ 1.8
(3) For the three months ended June 30, 2017 and 2016, dividends paid to unvested restricted stockholders of $0.2 million and $0.1 million, respectively, and for the six months ended June 30, 2017 and 2016, dividends paid to unvested restricted stockholders of $0.4 million and $0.2 million, respectively, are deducted from net income, FFO and AFFO attributable to common stockholders in the computation of per share amounts.

8