- Completed Spin-Off from Spirit Realty
Capital, Inc. -
- Announces Cash Dividends for Common and
Preferred Stock -
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 second quarter ended June 30, 2018.
Unless otherwise specified, the second quarter 2018 highlights
and financial statements that follow include two months of
financial and operating information for the Company's predecessor
entities (the "Predecessor Entities") and one month of financial
and operating results for SMTA as a stand-alone company.
SECOND QUARTER HIGHLIGHTS
- On May 31, 2018, the Spin-Off from
Spirit Capital Realty, Inc. ("Spirit") was completed with the
distribution of one share of SMTA common stock for every ten shares
of Spirit common stock held by each of Spirit's stockholders as of
May 18, 2018, with 42,851,010 total shares of SMTA common stock
issued in conjunction with the Spin-Off.
- Invested $16.7 million in acquiring
four properties and other revenue producing capital expenditures.
The newly acquired properties have a weighted average lease term of
14.1 years and an initial weighted-average cash yield of
approximately 7.06%.
- Disposed of ten properties for $26.3
million in gross proceeds. Among the sales were three properties
leased to Shopko for gross proceeds of $15.6 million, at a weighted
average capitalization rate of 7.92%.
CEO COMMENTS
“We are very pleased to report our financial and operating
results as a stand-alone Company, having completed our Spin-Off
transaction from Spirit Realty Capital, Inc. during the quarter.
SMTA provides an attractive and unique opportunity for investors to
benefit from the monetization of a portfolio of non-core assets and
the growth of our seasoned master funding vehicle. During the
second quarter, we completed $26.3 million of dispositions,
including three properties leased to Shopko. Together with our
highly incentivized asset manager, Spirit Realty Capital, Inc., we
intend to allocate our capital in accordance with our proprietary
portfolio management tools, which we believe will enhance
shareholder value over the long term,” stated SMTA Chief Executive
Officer, Chief Financial Officer and Treasurer Ricardo
Rodriguez.
FINANCIAL RESULTS
- Total revenues for the Master Trust
2014 and Other Properties segments were $44.8 million and $16.2
million, respectively, for the three months ended June 30, 2018,
compared to $41.5 million and $15.7 million for the same period
last year. Total revenues for the Master Trust 2014 and Other
Properties segments were $90.0 million and $31.0 million,
respectively, for the six months ended June 30, 2018, compared to
$82.8 million and $32.3 million for the same period last year.
- Net loss attributable to common
stockholders was $0.3 million, or $0.01 per share, for the three
months ended June 30, 2018, compared to net income of $9.3 million
for the same period a year ago. Net loss attributable to common
stockholders was $7.9 million or $0.18 per share, for the six
months ended June 30, 2018, compared to net income of $23.3 million
for the same period a year ago.
- FFO per diluted share was $0.40 and
$0.62 for the three months ended June 30, 2018 and 2017,
respectively. FFO per diluted share was $0.86 and $1.32 for the six
months ended June 30, 2018 and 2017, respectively.
- AFFO for the three months ended June
30, 2018 was $25.8 million, compared to $31.6 million for the same
period a year ago. AFFO per diluted share was $0.60 and $0.74 for
the three months ended June 30, 2018 and 2017, respectively. AFFO
for the six months ended June 30, 2018 was $52.7 million, compared
to $63.4 million for the same period a year ago. AFFO per diluted
share was $1.23 and $1.48 for the six months ended June 30, 2018
and 2017, respectively.
- On June 14, 2018, the Board of
Directors of Spirit MTA SubREIT, Inc. ("SubREIT") declared a
quarterly cash dividend of $15.00 per share of 18% Series A
Cumulative Redeemable Preferred Stock (the "SubREIT Preferred
Stock"), pro rated for the period from June 1, 2018 to June 30,
2018, which equates to an annualized cash dividend of $180.00 per
share. The quarterly dividend was paid on June 29, 2018.
- On June 19, 2018, the Board of
Trustees of SMTA declared a quarterly cash dividend of $0.21 per
share of 10% Series A Cumulative Redeemable Preferred Stock (the
"SMTA Preferred Stock"), pro rated for the period from May 31, 2018
to June 30, 2018, which equates to an annualized cash dividend
of $2.50 per share. The quarterly dividend was paid on
June 29, 2018.
- On August 9, 2018, the Board of
Trustees of SMTA declared a total cash dividend of $0.33 per common
share, comprising $0.08 for the month ended June 30, 2018 and $0.25
for the quarter ended September 30, 2018, to be paid on October 15,
2018 to holders of record as of September 28, 2018, and a cash
dividend of $0.625 per share of SMTA Preferred Stock to be paid on
September 28, 2018 to holders of record as of September 14,
2018.
- On August 9, 2018, the Board of
Directors of SubREIT declared a quarterly cash dividend of $45.00
per share of SubREIT Preferred Stock to be paid on September 28,
2018 to holders of record as of September 14, 2018.
- The amount and timing of dividends for
2018 and beyond, will be at the discretion of the Board of Trustees
and made pursuant to the Company's Dividend Policy. The Board of
Trustees' decisions regarding the payment of dividends will depend
on many factors, including, but not limited to, maintaining the
Company's REIT tax status, timing and magnitude of disposition
activities, investment opportunities and working capital
needs.
SECOND QUARTER PORTFOLIO HIGHLIGHTS
- During the three months ended June 30,
2018, SMTA invested $16.7 million in acquiring four properties and
other revenue producing capital expenditures, all related to the
Master Trust 2014 portfolio. The newly acquired properties have a
weighted average lease term of 14.1 years and an initial
weighted-average cash yield of approximately 7.06%.
- During the three months ended June 30,
2018, SMTA disposed of ten properties for $26.3 million in gross
proceeds, including the sale of three income producing properties.
Among the disposals were five properties within Master Trust 2014
for gross proceeds of $5.3 million, three properties leased to
Shopko for gross proceeds of $15.6 million and two additional
properties for $5.4 million in gross proceeds.
- As of June 30, 2018, SMTA's
diversified real estate portfolio, comprised of 888 owned
properties, with 784 and 104 in the Master Trust 2014 and Other
Properties segments, respectively, was 98.8% occupied with a
weighted average remaining lease term of 10.1 years.
FIRST HALF PORTFOLIO HIGHLIGHTS
- During the six months ended June 30,
2018, SMTA invested $16.9 million in four properties and other
revenue producing capital expenditures, all related to the Master
Trust 2014 portfolio. The newly acquired properties have a weighted
average lease term of 14.1 years and an initial weighted-average
cash yield of approximately 7.06%.
- During the six months ended June 30,
2018, SMTA disposed of 30 properties for $44.2 million in gross
proceeds, including the sale of 23 income producing properties for
$33.5 million. Among the disposals were 25 properties within Master
Trust 2014 for gross proceeds of $23.2 million, three properties
leased to Shopko for gross proceeds of $15.6 million and two
additional properties for $5.4 million in gross proceeds.
BALANCE SHEET, LIQUIDITY & CAPITAL MARKETS
- On May 31, 2018, in conjunction
with the Spin-Off, 42,851,010 shares of SMTA common stock were
issued to the holders of Spirit common stock at a ratio of one
share of SMTA common stock for every ten shares of Spirit common
stock.
- In conjunction with the Spin-Off, SMTA
issued to Spirit Realty, L.P. and one of its affiliates, both
wholly-owned subsidiaries of Spirit, 6.0 million shares of SMTA
Preferred Stock, with an aggregate liquidation preference of $150.0
million. The SMTA Preferred Stock pays cash dividends at the rate
of 10.0% per annum on the liquidation preference of $25.00 per
share (equivalent to $0.625 per share on a quarterly basis and
$2.50 per share on an annual basis).
- In conjunction with the Spin-Off,
SubREIT issued 5,000 shares of SubREIT Preferred Stock to a third
party, with an aggregate liquidation preference of $5.0 million.
The SubREIT Preferred Stock pays cash dividends at the rate of
18.0% per annum on the liquidation preference of $1,000.00 per
share (equivalent to $45.00 per share on a quarterly basis and
$180.00 per share on an annual basis).
- Unencumbered Assets totaled $604.1
million as of June 30, 2018, representing approximately 21% of
SMTA's total real estate investments.
- As of June 30, 2018, Encumbered
Assets made up $2.1 billion of total real estate investments, with
all but one property, with a real estate investment amount of
$123.3 million, included in Master Trust 2014.
- Adjusted Debt to Annualized Adjusted
EBITDAre was 9.6x as of June 30, 2018, based on the one month
ended June 30, 2018.
- Sold three properties leased to Shopko
for gross proceeds of $15.1 million during the period from July 1,
2018 through August 7, 2018.
- As of August 7, 2018, SMTA had
approximately $55.1 million in cash and cash equivalents.
- As of August 7, 2018, SMTA had
additional funds available for acquisitions of approximately $54.8
million in its SMTA Master Trust Program release accounts.
- As of August 7, 2018, our
outstanding common share count is 43,000,862.
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: (877) 344-7529 (Domestic) / (412) 317-0088
(International) / (855) 669-9658 (Canada) Access code 10123123
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. Our strategy relies on the disposition of
non-core properties, disciplined acquisitions, and proactive
portfolio management. SMTA is managed by Spirit Realty
Capital, L.P, a wholly-owned subsidiary of Spirit (NYSE: SRC), one
of the largest publicly traded triple net-lease REITs.
As of June 30, 2018, our diversified portfolio was
comprised of 888 properties, including properties securing mortgage
loans made by the Company. Our properties, with an aggregate gross
leasable area of approximately 20.0 million square feet, are leased
to approximately 205 tenants across 45 states and 23 industries.
More information about Spirit MTA REIT can be found on the investor
relations page of the Company's website at www.spiritmastertrust.com.
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, SMTA's ability to
realize its asset disposition plan by selling down assets leased to
Shopko; 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 expectations, dependence on tenants' financial
condition and operating performance, and competition from other
developers, owners and operators of real estate); the financial
performance of SMTA's tenants and the demand for traditional retail
and restaurant space; potential fluctuations in the consumer price
index; risks associated with SMTA's failure to maintain its status
as a REIT under the Internal Revenue Code of 1986, as amended, and
other additional risks discussed in SMTA's most recent filings with
the SEC, including its registration statement on Form 10, as
amended. 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
In addition to U.S. 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.
REPORTING DEFINITIONS AND EXPLANATIONS
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 G&A costs associated with relocation of the
Company's headquarters, transactions costs associated with our
proposed Spin-Off, 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 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, provision for bad debts 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 not be considered as an
alternative to net income (loss) (determined in accordance with
GAAP) as a performance measure.
Adjusted EBITDAre represents EBITDAre, or earnings before
interest, taxes, depreciation and amortization for real estate,
modified to include other adjustments to GAAP net income (loss) for
transaction costs, severance charges, real estate acquisition
costs, debt transactions and other items that we do not consider to
be indicative of our on-going operating performance. 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 not be considered alternatives to
net income (loss) or as an indicator of financial performance. A
reconciliation of net income (loss) attributable to common
stockholders (computed in accordance with GAAP) to EBITDAre and
Adjusted EBITDAre is included at the end of this release.
Annualized Adjusted EBITDAre is calculated by multiplying
Adjusted EBITDAre of a quarter 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 at the
end of this release.
Adjusted Debt represents interest bearing debt (reported
in accordance with GAAP) adjusted to exclude unamortized debt
discount/premium, deferred financing costs, 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 at the end of
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.
EBITDAre is a non-GAAP financial measure and is computed
in accordance with standards established by 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.
Encumbered Assets represent the assets in our portfolio
that are subject to mortgage indebtedness, through Master Trust
2014 or CMBS debt. The asset value attributed to these assets is
the Real Estate Investment.
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 stockholders
(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 stockholders as a measure of
our performance.
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. 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.
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.
Unencumbered Assets represent 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.
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.
Spirit MTA REIT
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share
Data)
(Unaudited)
June 30, 2018 December 31, 2017 Assets
Investments: Real estate investments: Land and improvements $
955,446 $ 973,231 Buildings and improvements 1,665,483
1,658,023 Total real estate investments 2,620,929 2,631,254
Less: accumulated depreciation (574,519 ) (557,948 ) 2,046,410
2,073,306 Loans receivable, net 67,752 32,307 Intangible lease
assets, net 93,756 102,262 Real estate assets held for sale, net
36,060 28,460 Net investments 2,243,978 2,236,335
Cash and cash equivalents 37,356 6 Deferred costs and other assets,
net 105,901 107,770 Goodwill 13,549 13,549 Total
assets $ 2,400,784 $ 2,357,660
Liabilities and
equity Liabilities: Mortgages and notes payable, net $
1,999,748 $ 1,926,835 Intangible lease liabilities, net 22,850
23,847 Accounts payable, accrued expenses and other liabilities
20,861 16,060 Total liabilities 2,043,459 1,966,742
Redeemable preferred equity:
SMTA Preferred Stock, $0.01 par value, $25
per share liquidationpreference, 20,000,000 shares authorized:
6,000,000 and 0 sharesissued and outstanding at June 30, 2018 and
December 31, 2017, respectively
150,000 —
SubREIT Preferred Stock, $0.01 par value,
$1,000 per shareliquidation preference, 50,000,000 shares
authorized: 5,000 and 0shares issued and outstanding at June 30,
2018 and December 31,2017, respectively
5,000 — Total redeemable preferred equity 155,000 —
Stockholders' equity and parent company equity: Net parent
investment — 390,918
Common stock, $0.01 par value, 750,000,000
shares authorized;42,851,010 and 10,000 shares issued and
outstanding at June 30, 2018and December 31, 2017, respectively
429 — Capital in excess of common stock par value 199,998 —
Accumulated earnings 1,898 — Total stockholders'
equity and parent company equity 202,325 390,918
Total liabilities and equity $ 2,400,784 $ 2,357,660
Spirit MTA REIT
Consolidated Statements of Operations and
Comprehensive Income (Loss)
(In Thousands, Except Share and Per Share
Data)
(Unaudited)
One MonthEnded June30,
2018
Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018
2017 Revenues: Rentals $ 19,641 $ 59,240 $ 56,003 $
118,271 $ 112,388 Interest income on loans receivable 369 752 202
833 405 Tenant reimbursement income 114 404 372 981 1,150 Other
income 171 562 668 941 1,150
Total revenues 20,295 60,958 57,245 121,026 115,093
Expenses: General and administrative 552 3,775 8,462 9,426
13,731 Related party fees 2,219 3,351 1,385 5,081 2,739 Transaction
costs 65 5,525 367 8,542 367 Property costs (including
reimbursable) 692 2,047 1,565 3,460 4,021 Interest 9,234 27,743
18,775 55,755 37,591 Depreciation and amortization 7,175 21,109
20,275 42,102 40,885 Impairments 480 1,247 5,419
6,072 11,912 Total expenses 20,417
64,797 56,248 130,438 111,246 (Loss)
income before other income and income tax expense (122 ) (3,839 )
997 (9,412 ) 3,847
Other income (expense): (Loss) gain on
debt extinguishment — (108 ) 1 (363 ) 1 Gain on disposition of real
estate assets 3,367 4,948 8,389 3,254
19,578 Total other income 3,367 4,840 8,390
2,891 19,579 Income (loss) before income tax
expense 3,245 1,001 9,387 (6,521 ) 23,426 Income tax expense (22 )
(22 ) (45 ) (79 ) (90 )
Net income (loss) and total
comprehensive income (loss) $ 3,223 $ 979 $ 9,342
$ (6,600 ) $ 23,336 Preferred dividends (1,325 )
(1,325 ) — (1,325 ) —
Net income (loss)
attributable to common stockholders $ 1,898 $ (346 ) $
9,342 $ (7,925 ) $ 23,336
Net income (loss)
per share attributable to common stockholders Basic $ 0.04 $
(0.01 ) $ 0.22 $ (0.18 ) $ 0.54 Diluted $ 0.04 $ (0.01 ) $ 0.22 $
(0.18 ) $ 0.54
Weighted average shares of common stock
outstanding: Basic 42,851,010 42,851,010 42,851,010 42,851,010
42,851,010 Diluted 42,851,010 42,851,010 42,851,010 42,851,010
42,851,010
Spirit MTA REIT
Reconciliation of Non-GAAP Financial
Measures
(In Thousands, Except Share and Per Share
Data)
(Unaudited)
FFO and AFFO
One MonthEnded June30,
2018
Three Months Ended June 30, Six Months
Ended June 30, 2018 (1) 2017
(2) 2018 (3)
2017 (2) Net income
(loss) attributable to common stockholders $ 1,898 $ (346 ) $
9,342 $ (7,925 ) $ 23,336 Add/(less): Portfolio depreciation and
amortization 7,175 21,109 20,275 42,102 40,885 Portfolio
impairments 480 1,247 5,419 6,072 11,912 Gain on disposition of
real estate assets (3,367 ) (4,948 ) (8,389 ) (3,254 ) (19,578 )
Total adjustments to net income 4,288 17,408 17,305 44,920 33,219
FFO
$ 6,186 $ 17,062
$ 26,647 $ 36,995
$ 56,555 Add/(less): Loss (gain) on debt
extinguishment — 108 (1 ) 363 (1 ) Transaction costs 65 5,525 367
8,542 367 Real Estate Acquisition Costs — 218 10 219 10 Non-cash
interest expense 831 2,486 1,397 5,361 2,783 Straight-line rent,
net of related bad debt expense 25 (587 ) (466 ) (1,434 ) (859 )
Other amortization and non-cash charges 52 133 192 223 324 Non-cash
compensation expense — 818 3,404 2,424
4,235 Total adjustments to FFO 973 8,701 4,903 15,698 6,859
AFFO
$ 7,159 $ 25,763
$ 31,550 $ 52,693
$ 63,414 Dividends declared to common
stockholders $ — $ — N/A $ — N/A
Net income (loss) per share of
common stock Basic $ 0.04 $ (0.01 ) $ 0.22 $ (0.18 ) $ 0.54
Diluted $ 0.04 $ (0.01 ) $ 0.22 $ (0.18 ) $ 0.54
FFO per share
of common stock Diluted $ 0.144 $ 0.40 $ 0.62 $ 0.86 $ 1.32
AFFO per share of common stock Diluted $ 0.167 $ 0.60 $ 0.74
$ 1.23 $ 1.48
Weighted average shares of common stock
outstanding: Basic 42,851,010 42,851,010 42,851,010 42,851,010
42,851,010 Diluted 42,851,010 42,851,010 42,851,010 42,851,010
42,851,010 (1) Amounts for the three months ended
June 30, 2018 include two months of income and expense items based
on the Predecessor Entities and one month of actual results from
SMTA operations as a stand-alone company. (2) Amounts for the three
and six months ended June 30, 2017 are based entirely on results of
the Predecessor Entities. (3) Amounts for the six months ended June
30, 2018 include five months of income and expense items based on
the Predecessor Entities and one month of actual results from SMTA
operations as a stand alone company.
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
One MonthEnded June
30,2018
Second Quarter (Unaudited, In Thousands)
2018
2017 Master Trust 2014, net $ 1,917,244 $
1,917,244 $ 1,337,074 CMBS, net 82,504 82,504 —
Total debt, net 1,999,748 1,999,748
1,337,074 Add/(less): Unamortized debt discount 24,491
24,491 17,924 Unamortized deferred financing costs 17,678 17,678
8,231 Cash and cash equivalents (37,356 ) (37,356 ) (6 )
Cash reserves on deposit with lenders
asadditional security classified as other assets
(60,303 ) (60,303 ) (23,864 ) Total adjustments (55,490 ) (55,490 )
2,285
Adjusted Debt $ 1,944,258
$ 1,944,258 $ 1,339,359 Preferred Stock
at liquidation value 155,000
155,000 —
Adjusted Debt +
Preferred Stock $ 2,099,258
$ 2,099,258
$ 1,339,359 Net income $ 3,223 $
979 $ 9,342 Add/(less): Interest 9,234 27,743 18,775 Depreciation
and amortization 7,175 21,109 20,275 Income tax expense 22 22 45
Gain on disposition of real estate assets (3,367 ) (4,948 ) (8,389
) Impairments on real estate assets 480 1,247 5,419
Total adjustments 13,544
45,173 36,125
EBITDAre
$ 16,767
$ 46,152 $ 45,467
Add/(less): Transaction costs 65 5,525 367 Real estate
acquisition costs — 218 10 Loss (gain) on debt extinguishment —
108 (1 ) Total adjustments 65
5,851 376
Adjusted EBITDAre $
16,832 $ 52,003
$ 45,843 Annualized Adjusted
EBITDAre (1) $ 201,984 $ 208,012 $ 183,372
Adjusted
Debt / Annualized Adjusted EBITDAre 9.6x 9.3x 7.3x
Adjusted
Debt + Preferred / Adjusted EBITDAre 10.4x 10.1x N/A (1)
For one month ended June 31, 2018, Adjusted EBITDAre
multiplied by 12, for the quarters ended June 30, 2018 and 2017,
Adjusted EBITDAre multiplied by 4
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version on businesswire.com: https://www.businesswire.com/news/home/20180809005182/en/
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