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SPIRIT REALTY CAPITAL, INC.

(SRC)
  Report
Real-time Estimate Cboe BZX  -  11:31 2022-09-28 am EDT
38.04 USD   +2.38%
08/30JPMorgan Adjusts Spirit Realty Capital's Price Target to $52 from $50, Maintains Overweight Rating
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08/22Spirit Realty Capital, Inc. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
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08/22Spirit Realty Capital Details $800 Million Unsecured Term Loan Facility
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SPIRIT REALTY CAPITAL, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

08/03/2022 | 04:10pm EDT

Special Note Regarding Forward-looking Statements


This quarterly report contains forward-looking statements within the meaning of
Section 27A of the Securities Act, Section 21E of the Exchange Act, the Private
Securities Litigation Reform Act of 1995 and other federal securities laws. When
used in this quarterly report, the words "estimate," "anticipate," "expect,"
"believe," "intend," "may," "will," "should," "seek," "approximately" or "plan,"
or the negative of these words or similar words or phrases that are predictions
of or indicate future events or trends and which do not relate solely to
historical matters are intended to identify forward-looking statements. You can
also identify forward-looking statements by discussions of strategy, plans or
intentions of management.

Forward-looking statements involve numerous risks and uncertainties and you
should not rely on them as predictions of future events. Forward-looking
statements depend on assumptions, data or methods which may be incorrect or
imprecise and we may not be able to realize them. We do not guarantee that the
transactions and events described will happen as described (or that they will
happen at all).

The following risks and uncertainties, among others, could cause actual results
and future events to differ materially from those set forth or contemplated in
the forward-looking statements:

• industry and economic conditions;

• volatility and uncertainty in the financial markets, including potential

fluctuations in the CPI and interest rates;

• our success in implementing our business strategy and our ability to

identify, underwrite, finance, consummate, integrate and manage diversifying

acquisitions or investments;

• the financial performance of our retail tenants and the demand for retail

      space;


  • our ability to diversify our tenant base;


  • the nature and extent of future competition;

• increases in our costs of borrowing as a result of changes in interest rates

      and other factors;


  • our ability to access debt and equity capital markets;


   •  our ability to pay down, refinance, restructure and/or extend our
      indebtedness as it becomes due;

• our ability and willingness to renew our leases upon expiration and to

reposition our properties on the same or better terms upon expiration in the

event such properties are not renewed by tenants or we exercise our rights

to replace existing tenants upon default;

• the impact of any financial, accounting, legal or regulatory issues or

      litigation that may affect us or our major tenants;


  • our ability to manage our expanded operations;


  • our ability and willingness to maintain our qualification as a REIT;


   •  the impact on our business and those of our tenants from epidemics,
      pandemics or other outbreaks of illness, disease or virus (such as the
      strain of coronavirus known as COVID-19); and

• other risks inherent in the real estate business, including tenant defaults,

      potential liability relating to environmental matters, illiquidity of real
      estate investments and potential damages from natural disasters.


The factors included in this quarterly report, including the documents
incorporated by reference, and documents we subsequently file with the SEC and
incorporate by reference, are not exhaustive and additional factors could
adversely affect our business and financial performance. Additional factors that
may cause risks and uncertainties include those discussed in the sections
entitled "Business", "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K
for the year ended December 31, 2021 and this report and subsequent filings with
the SEC. All forward-looking statements are based on information that was
available, and speak only, to the date on which they were made. We disclaim any
obligation to publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, new information, data or methods,
future events or other changes, except as required by law.

                                       25
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Overview

Spirit Realty Capital, Inc. is a New York Stock Exchange listed company under the ticker symbol "SRC."


We are a self-administered and self-managed REIT with in-house capabilities
including acquisition, credit research, asset management, portfolio management,
real estate research, legal, finance and accounting functions. We primarily
invest in single-tenant, operationally essential real estate assets throughout
the United States, which are subsequently leased on a long-term, triple-net
basis to high quality tenants with operations in retail, industrial and certain
other industries. Single-tenant, operationally essential real estate consists of
properties that are free-standing, commercial real estate facilities where our
tenants conduct activities that are essential to the generation of their sales
and profits. Under a triple-net lease, the tenant is responsible for all
improvements and is contractually obligated to pay all property operating
expenses, such as real estate taxes, insurance premiums and repair and
maintenance costs.

As of June 30, 2022, our diverse portfolio consisted of 2,078 owned properties
across 49 states, which were leased to 342 tenants operating in 35 industries.
As of June 30, 2022, our properties were approximately 99.8% occupied.

Our operations are carried out through the Operating Partnership. OP Holdings,
one of our wholly-owned subsidiaries, is the sole general partner and owns
approximately 1% of the Operating Partnership. We and one of our wholly-owned
subsidiaries are the only limited partners, and together own the remaining 99%
of the Operating Partnership. As of June 30, 2022, our assets, liabilities, and
results of operations are materially the same as those of the Operating
Partnership.

We have elected to be taxed as a REIT for federal income tax purposes and believe we have been organized and have operated in a manner that allows us to qualify as a REIT for federal income tax purposes.

Business Impact of the COVID-19 Pandemic


At the onset of the COVID-19 pandemic in 2020, many of our tenants, particularly
those in the movie theater, casual dining restaurant, entertainment, health and
fitness and hotel industries, requested rent deferrals or other forms of relief.
Since the beginning of 2021, we have seen a significant reduction in the impact
of the COVID-19 pandemic and we expect that trend to continue. For the six
months ended June 30, 2022, we deferred $0.2 million of rent and reversed
previous reserves against deferred rent of $0.2 million, both of which were
recognized in rental income. Additionally, we did not recognize any rent
abatements for the six months ended June 30, 2022.

As of June 30, 2022, we had an accounts receivable balance of $11.5 million
related to deferred rent, with 61% of the balance expected to be repaid by the
end of 2023. Although we are and will continue to be actively engaged in rent
collection efforts related to uncollected rent, we can provide no assurance that
such efforts or our efforts in future periods will be successful, particularly
in the event that the COVID-19 pandemic and restrictions intended to prevent its
spread continue for a prolonged period.

Critical Accounting Policies and Estimates


The preparation of financial statements in conformity with GAAP requires
management to use judgment in the application of accounting policies, including
making estimates and assumptions. We base estimates on the best information
available to us at the time, our experience and various other assumptions deemed
reasonable under the circumstances. From time to time, we re-evaluate our
estimates and assumptions. In the event estimates or assumptions prove to be
different from actual results, adjustments are made in subsequent periods to
reflect more current estimates and assumptions about matters that are inherently
uncertain. A summary of our critical accounting policies is included in the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" of our Annual Report on Form 10-K for the year ended
December 31, 2021. We have not made any material changes to these policies
during the periods covered by this quarterly report.

                                       26
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Results of Operations

Comparison of the three and six months ended June 30, 2022 to the three and six months ended June 30, 2021


                             Three Months Ended           Six Months Ended
                                  June 30,                    June 30,                   Increase / (Decrease)
(In Thousands)               2022          2021          2022          2021         Three Months         Six Months
Revenues:
Rental income              $ 173,559     $ 164,449     $ 340,634     $ 299,107     $        9,110       $     41,527
Interest income on loans
receivable                       522             -           841             -                522                841
Earned income from
direct financing leases          131           132           262           263                 (1 )               (1 )
Other operating income           723            45         1,594           397                678              1,197
Total revenues               174,935       164,626       343,331       299,767             10,309             43,564
Expenses:
General and
administrative                13,421        13,450        28,095        26,496                (29 )            1,599

Property costs (including reimbursable) 6,950 6,319 15,205 11,771

                631              3,434
Deal pursuit costs               655           257         1,020           499                398                521
Interest                      27,594        26,170        53,617        52,794              1,424                823
Depreciation and
amortization                  72,898        60,074       142,006       117,161             12,824             24,845
Impairments                    9,398         7,800         9,525        14,530              1,598             (5,005 )
Total expenses               130,916       114,070       249,468       223,251             16,846             26,217
Other income:
Loss on debt
extinguishment                     -           (10 )        (172 )     (29,187 )               10             29,015
Gain on disposition of
assets                        38,928        37,507        39,805        39,343              1,421                462
Other income                       -             -         5,679             -                  -              5,679
Total other income            38,928        37,497        45,312        10,156              1,431             35,156
Income before income tax
expense                       82,947        88,053       139,175        86,672             (5,106 )           52,503
Income tax expense              (207 )        (129 )        (379 )        (217 )              (78 )             (162 )
Net income                 $  82,740     $  87,924     $ 138,796     $  86,455     $       (5,184 )     $     52,341

Changes related to operating properties

The components of rental income are summarized below (in thousands):

                               [[Image Removed]]

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Base Cash Rent; Depreciation and amortization


The increase in Base Cash Rent, the largest component of rental income, was
driven by our net acquisitions, which also was the driver for the increase in
depreciation and amortization. We acquired 220 properties during the trailing
twelve months ended June 30, 2022, with a total of $105.5 million of annual
in-place rent. During the same period, we disposed of 29 properties, 18 of which
were vacant and the remaining 11 had annual in-place rents of $4.2 million. Our
acquisitions and dispositions for the trailing twelve months ended June 30, 2022
is summarized below (in thousands):

                               [[Image Removed]]

We have had minimal tenant credit issues since March 31, 2021 and have seen
continued recovery from the COVID-19 pandemic. For the three and six months
ended June 30, 2021, we recognized recoveries of Base Cash Rent previously
reserved due to the COVID-19 pandemic and had minimal new reserves, resulting in
net recoveries of $6.8 million and $5.7 million, respectively. The trend for
minimal new reserves has continued in 2022, along with minor recoveries from
amounts previously reserved due to the COVID-19 pandemic, resulting in zero and
$0.1 million net recoveries for the three and six months ended June 30, 2022.
Further, rent abatements executed as relief for the COVID-19 pandemic also
decreased from $0.2 million and $1.1 million for the three and six months ended
June 30, 2021, respectively, to zero for both the three and six months ended
June 30, 2022.

Variable cash rent; Property costs (including reimbursable)


Variable cash rent income is primarily comprised of tenant reimbursements, where
our tenants are obligated under the lease agreement to reimburse us for certain
property costs we incur, less reimbursements we deem not probable of collection.
As such, the change in variable cash rent is driven by the change in
reimbursable property costs. For the three and six months ended June 30, 2022,
we recognized reimbursable property costs of $5.0 million and $11.2 million,
respectively, compared to $3.8 million and $6.5 million, respectively, for the
three and six months ended June 30, 2021. The increase for both comparative
periods was primarily due to increased reimbursable property taxes due to our
net acquisitions. For the three and six months ended June 30, 2022, we
recognized non-reimbursable property costs of $1.9 million and $4.0 million,
respectively, compared to $2.5 million and $5.3 million, respectively, for the
three and six months ended June 30, 2021. The decrease for both comparative
periods was primarily due to a reduction in non-reimbursable property taxes
driven by fewer tenant credit issues in 2022.

Other variable cash income increased to $1.1 million and $2.2 million,
respectively, for the three and six months ended June 30, 2022, compared to $0.4
million and $0.6 million for the three and six months ended June 30, 2021. This
increase was primarily due to a lease converting to a contingent rent
arrangement based on tenant sales during 2021.

Non-cash rental income


Non-cash rental income consists of straight-line rental revenue and amortization
of above- and below- market lease intangibles, less amounts we deem not probable
of collection. Straight-line rental revenue and amortization of lease
intangibles increased minimally for both comparative periods due to net
acquisitions and certain lease modifications. Due to the reduction in tenant
credit issues, we recognized significant recoveries for straight-line rent
previously deemed not probable of collection in the second quarter of 2021 and
had minimal reserves during 2022. For the three months and six months ended June
30, 2021, net recoveries of $13.2 million and $11.0 million were recognized,
compared to net reserves of $0.1 million for both the three and six months ended
June 30, 2022.

                                       28
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Impairments


The number of impaired properties declined from 2021, driven by tenant
performance and continued low vacancy rates. We recorded $8.6 million of
impairments on two underperforming properties for the three and six months ended
June 30, 2022, compared to $6.1 million recorded on six properties for the three
months ended June 30, 2021 and $11.8 million recorded on 15 properties for the
six months ended June 30, 2021. We recorded $0.8 million of impairment on one
vacant property for the three and six months ended June 30, 2022, compared to
$1.7 million recorded on three vacant properties for the three months ended June
30, 2021 and $2.7 million recorded on five vacant properties for the six months
ended June 30, 2021.

Additionally, an allowance for credit loss of $0.1 million was recorded in 2022
as a result of entering into a new loan receivable in the first quarter of 2022,
with no allowance for credit loss in the comparative period.

Gain on disposition of assets


Gain on disposition of assets remained relatively flat for both comparative
periods. During the three months ended June 30, 2022, we disposed of 10 active
properties, resulting in net gains of $37.3 million, and disposed of seven
vacant properties, resulting in net gains of $1.4 million. During the six months
ended June 30, 2022, we disposed of 11 active properties, resulting in net gains
of $37.4 million, and disposed of 11 vacant properties, resulting in net gains
of $2.0 million. Additionally, we recognized other gains of $0.2 million and
$0.4 million, respectively, for the three and six months ended June 30, 2022.

During the three months ended June 30, 2021, we disposed of four active
properties, resulting in net gains of $36.2 million, and disposed of seven
vacant properties, resulting in net gains of $0.7 million. During the six months
ended June 30, 2021, we disposed of eight active properties, resulting in net
gains of $38.1 million, and disposed of eight vacant properties, resulting in
net gains of $0.6 million. Additionally, we recognized a $0.6 million gain on an
asset substitution during the three and six months ended June 30, 2021.

Changes related to debt

Interest expense; Loss on debt extinguishment

Our debt is summarized below (in thousands):

                               [[Image Removed]]

In January 2021, we repaid the 2020 Term Loan in full, resulting in a loss on
debt extinguishment of $0.7 million primarily due to the write-off of
unamortized deferred financing costs. In March 2021, we issued $800.0 million
aggregate principal amount of the 2028 and 2032 Senior Notes. Proceeds from
these issuances were used to extinguish $207.4 million of CMBS loans, resulting
in a loss on debt extinguishment of $28.5 million primarily due to pre-payment
penalties. The Convertible Notes matured in May 2021, at which time they were
settled in cash and the remaining discount and deferred financing costs were
fully amortized. In March 2022, we amended and restated the 2019 Revolving
Credit and Term Loan Agreement, resulting in a loss of $0.2 million on the
partial debt extinguishment.

                                       29
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Our weighted average effective interest rate decreased from 3.64% at June 30,
2021 to 3.19% at June 30, 2022 primarily as a result of these changes in our
debt structure. However, the higher level of borrowings outstanding under the
2019 Credit Facility paired with the increased effective interest rate on those
borrowings due to rising market rates have resulted in increased interest
expense. The components of interest expense are summarized below (in thousands):

                               [[Image Removed]]

Changes related to general and administrative expenses


General and administrative expenses remained relatively flat for the three
months ended June 30, 2022 compared to the three months ended June 30, 2021. For
the six months ended June 30, 2022 compared to the six months ended June 30,
2021, the increase was primarily driven by an increase of $2.6 million in
compensation expenses. The increase in compensation expenses was comprised of an
increase in cash compensation of $1.1 million, primarily due to internal
promotions and new hires, and an increase in non-cash compensation of $1.5
million, primarily due to a higher grant date fair value for the 2022
market-based awards due to a high expected volatility and the maximum potential
pay-out percentage. These increases were partially offset by a decrease of $0.7
million in expenses related to the COVID-19 pandemic.

Changes related to other income


We were contingently liable for $5.7 million of debt owed by one of our former
tenants, which we fully reserved in 2018 due to the tenant filing for
bankruptcy. No payments were made in relation to this contingent liability and,
as the underlying debt had a maturity of March 15, 2022, we reversed our reserve
in the first quarter of 2022.

                                       30
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Property Portfolio Information




  2,078      99.8%     49     342          35
Properties Occupancy States Tenants Tenant Industries


Diversification By Tenant

The following is a summary of tenant concentration for our owned real estate properties as of June 30, 2022:

                                Number of        Total Square Feet       Percent of
Tenant Concept (1)              Properties        (in thousands)            ABR
Life Time Fitness                        12                   1,399              4.2 %
ClubCorp                                 20                     962              2.6 %
BJ's Wholesale Club                      10                   1,130              2.2 %
At Home                                  16                   1,861              2.2 %
Dave & Buster's / Main Event             15                     807              2.2 %
Church's Chicken                        160                     231              2.0 %
Home Depot                                8                     946              1.8 %
Circle K                                 76                     230              1.7 %
Dollar Tree / Family Dollar             117                   1,045              1.7 %
GPM                                     108                     303              1.6 %
Other(2)                              1,532                  45,035             77.8 %
Vacant                                    4                     355                -
Total                                 2,078                  54,304            100.0 %


(1) Tenant concentration represents concentration by the legal entities
ultimately responsible for obligations under the lease agreements or affiliated
entities. Concentration is shown by tenant concept, which represents the brand
or trade name under which the tenant operates. Other tenants may operate under
the same or similar brand or trade name.

(2) No tenants within other individually account for greater than 1.6% of ABR.

Lease Expirations


As of June 30, 2022, the weighted average remaining non-cancelable initial term
of our leases (based on ABR) was 10.3 years. The following is a summary of lease
expirations for our owned real estate as of June 30, 2022, assuming that tenants
do not exercise any renewal options or early termination rights:

                                          Number of        Total Square Feet            ABR             Percent of
Leases Expiring In:                       Properties        (in thousands)         (in thousands)          ABR
Remainder of 2022                                  11                     244     $          3,255              0.5 %
2023                                               80                   1,920               23,452              3.6 %
2024                                               48                   1,571               17,670              2.7 %
2025                                               56                   2,437               22,315              3.5 %
2026                                              130                   4,969               45,587              7.0 %
2027                                              163                   4,456               57,842              8.9 %
2028                                              130                   2,637               36,072              5.6 %
2029                                              317                   2,905               43,604              6.8 %
2030                                               80                   2,496               24,775              3.8 %
2031                                               75                   4,718               39,690              6.1 %
Thereafter                                        984                  25,596              332,906             51.5 %
Vacant                                              4                     355                    -                -
Total owned properties                          2,078                  54,304     $        647,168            100.0 %


                                       31
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Diversification By Geography

The following is a summary of geographic concentration for our owned real estate properties as of June 30, 2022:


                               [[Image Removed]]
                   Number of        Total Square Feet      Percent of      Location                Number of        Total Square Feet       Percent of
Location           Properties        (in thousands)            ABR         (continued)            Properties         (in thousands)            ABR
Texas                      288                   6,512            13.8 %   Massachusetts                     7                     707              1.2 %
Florida                    160                   2,739             7.8 %   Arkansas                         42                     637              1.1 %
Georgia                    148                   2,864             6.2 %   Utah                             18                     405              1.1 %
Ohio                        99                   4,117             5.5 %   Wisconsin                        15                     850              0.9 %
Michigan                    94                   2,522             4.3 %   Kansas                           18                     805              0.9 %
California                  32                   1,717             4.2 %   New Jersey                       14                     471              0.8 %
Tennessee                  118                   2,432             4.0 %   Alaska                            9                     319              0.8 %
Illinois                    56                   1,553             3.4 %   New Hampshire                    17                     645              0.8 %
North Carolina              93                   2,013             3.3 %   Connecticut                       7                     910              0.7 %
New York                    37                   1,943             3.0 %   Idaho                            16                     273              0.7 %
South Carolina              73                   1,100             2.9 %   Iowa                             12                   1,304              0.7 %
Arizona                     48                     968             2.7 %   Washington                        9                     160              0.5 %
Colorado                    33                   1,264             2.6 %   Maine                            28                     103              0.4 %
Missouri                    65                   1,536             2.6 %   Nebraska                          9                     247              0.4 %
Alabama                    102                   1,341             2.5 %   West Virginia                    12                     191              0.3 %
Maryland                    11                   1,401             2.5 %   Delaware                          2                     128              0.3 %
Virginia                    47                   1,348             2.1 %   Montana                           3                     152              0.3 %
Indiana                     45                   2,163             2.0 %   North Dakota                      4                     110              0.3 %
Minnesota                   29                   1,065             2.0 %   Rhode Island                      3                      94              0.3 %
Pennsylvania                33                   1,073             1.8 %   Oregon                            3                     104              0.2 %
New Mexico                  32                     814             1.8 %   South Dakota                      2                      30              0.2 %
Oklahoma                    56                   1,053             1.7 %   Wyoming                           1                      35              0.1 %
Mississippi                 52                   1,003             1.7 %   U.S. Virgin Islands               1                      38              0.1 %
Kentucky                    45                     541             1.3 %   Nevada                            1                      12                *
Louisiana                   28                     490             1.2 %   Vermont                           1                       2                *


* Less than 0.1%


                                       32
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Diversification By Asset Type and Tenant Industry

The following is a summary of asset type concentration, the industry of the underlying tenant operations for our retail properties and the underlying property use for our non-retail properties as of June 30, 2022:

                                                  Number of        Total Square Feet       Percent of
Asset Type     Tenant Industry / Underlying Use  Properties         (in thousands)            ABR
Retail                                                  1,802                  29,492             70.9 %
               Health and Fitness                          51                   3,166              8.2 %
               Convenience Stores                         318                   1,012              6.0 %
               Restaurants - Quick Service                358                     782              5.1 %
               Restaurants - Casual Dining                132                     940              4.8 %
               Car Washes                                 111                     527              4.5 %
               Movie Theaters                              37                   1,953              3.9 %
               Dealerships                                 29                   1,048              3.5 %
               Entertainment                               28                   1,220              3.4 %
               Drug Stores / Pharmacies                    75                     961              3.3 %
               Automotive Service                         128                   1,046              3.2 %
               Home Improvement                            35                   2,114              3.1 %
               Dollar Stores                              201                   1,873              2.9 %
               Warehouse Club and Supercenters             16                   1,761              2.7 %
               Home Décor                                  19                   2,459              2.6 %
               Grocery                                     34                   1,579              2.3 %
               Sporting Goods                              20                   1,154              2.0 %
               Department Stores                           18                   1,619              1.9 %
               Home Furnishings                            22                   1,100              1.8 %
               Other                                       29                     900              1.7 %
               Early Education                             42                     461              1.5 %
               Specialty Retail                            32                     668              1.1 %
               Automotive Parts                            55                     388              0.8 %
               Pet Supplies & Service                       4                     133              0.3 %
               Discount Retail                              4                     273              0.3 %
               Vacant                                       4                     355                -
Non-Retail                                                276                  24,812             29.1 %
               Distribution                               136                  12,217             10.5 %
               Manufacturing                               61                   8,621              7.5 %
               Office                                       9                   1,097              2.7 %
               Country Club                                20                     962              2.6 %
               Medical                                     31                     543              2.2 %
               Industrial Outdoor Storage                  10                     423              1.3 %
               Data Center                                  4                     497              1.2 %
               Flex                                         4                     330              0.6 %
               Hotel                                        1                     122              0.5 %
Total                                                   2,078                  54,304            100.0 %




                                       33
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Liquidity and Capital Resources

ATM PROGRAM


In November 2021, the Board of Directors approved a new $500.0 million 2021 ATM
Program, and we terminated the 2020 ATM Program. Sales of shares of our common
stock under the 2021 ATM Program may be made in sales deemed to be "at the
market offerings" as defined in Rule 415 under the Securities Act. The 2021 ATM
Program contemplates that, in addition to the issuance and sale by us of shares
of our common stock to or through the agents, we may enter into separate forward
sale agreements with one of the agents or one of their respective affiliates (in
such capacity, each, a "forward purchaser"). When we enter into a forward sale
agreement, we expect that the forward purchaser will attempt to borrow from
third parties and sell, through a forward seller, shares of our common stock to
hedge the forward purchaser's exposure under the forward sale agreement. We will
not initially receive any proceeds from any sale of shares of our common stock
borrowed by a forward purchaser and sold through a forward seller.

We currently expect to fully physically settle any forward sale agreement with
the respective forward purchaser on one or more dates specified by us on or
prior to the maturity date of such forward sale agreement, in which case we
expect to receive aggregate net cash proceeds at settlement equal to the number
of shares specified in such forward sale agreement multiplied by the relevant
forward price per share. The forward sale price that we receive upon physical
settlement of the agreements is subject to adjustment for (i) a floating
interest rate factor equal to a specified daily rate less a spread, (ii) the
forward purchasers' stock borrowing costs and (iii) scheduled dividends during
the term of the forward sale agreements. However, subject to certain exceptions,
we may also elect, in our sole discretion, to cash settle or net share settle
all or any portion of our obligations under any forward sale agreement, in which
case we may not receive any proceeds (in the case of cash settlement) or will
not receive any proceeds (in the case of net share settlement), and we may owe
cash (in the case of cash settlement) or shares of our common stock (in the case
of net share settlement) to the relevant forward purchaser.

As of June 30, 2022, 2.9 million shares of our common stock have been sold under
the 2021 ATM Program, of which 2.5 million of these shares were sold through
forward sale agreements. 0.2 million of these shares were sold during the six
months ended June 30, 2022. As of June 30, 2022, there were no open forward
contracts and approximately $364.9 million of capacity remained available under
the 2021 ATM Program as of June 30, 2022.

FORWARD EQUITY OFFERING


In January 2022, we entered into forward sale agreements with certain financial
institutions acting as forward purchasers in connection with an offering of 9.4
million shares of common stock at an initial public offering price of $47.60 per
share, before underwriting discounts and offering expenses, and an initial
forward sales price of $45.696 per share. We did not receive any proceeds from
the sale of our shares of common stock by the forward purchasers at the time of
the offering. As of June 30, 2022, we had settled 8.3 million of these shares
for net proceeds of $376.4 million and 1.1 million shares remained open, with a
final settlement date of July 19, 2023.

SHORT-TERM LIQUIDITY AND CAPITAL RESOURCES


On a short-term basis, our principal demands for funds will be for operating
expenses, acquisitions, distributions to stockholders and payment of interest
and principal on current and any future debt financings. We expect to fund these
demands primarily through cash provided by operating activities, borrowings
under the 2019 Credit Facility and, when market conditions warrant, issuances of
equity securities, including shares of our common stock under our 2021 ATM
program. As of June 30, 2022, available liquidity was comprised of $5.4 million
in cash and cash equivalents, $31.5 million in restricted cash, $505.5 million
of borrowing capacity under the 2019 Credit Facility and $51.8 million of
expected proceeds available assuming the full physical settlement of our open
forward equity contracts.

LONG-TERM LIQUIDITY AND CAPITAL RESOURCES


We plan to meet our long-term capital needs, including long-term financing of
property acquisitions, by issuing registered debt or equity securities, by
obtaining asset level financing and by issuing fixed-rate secured or unsecured
notes and bonds. In the future, some of our property acquisitions could be made
by issuing partnership interests of our Operating Partnership in exchange for
property owned by third parties. These partnership interests would be
exchangeable for cash or, at our election, shares of our common stock. We
continually evaluate financing alternatives and believe that we can obtain
financing on reasonable terms. However, we cannot be sure that we will have
access to the capital markets at times and on terms that are acceptable to us,
particularly as uncertainty related to rising interest rates, rising inflation
rates, economic outlook, geopolitical events (including the military conflict
between Russia and Ukraine) and other factors have contributed and may continue
to contribute to significant volatility and negative pressure in financial
markets. We expect that our primary uses of capital will be for property and
other asset acquisitions, the payment of tenant improvements, operating
expenses, debt service payments and distributions to our stockholders.

                                       34
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DESCRIPTION OF CERTAIN DEBT

The following descriptions of debt should be read in conjunction with Note 4 to the consolidated financial statements herein.

2019 Credit Facility


On March 30, 2022, we amended and restated the 2019 Revolving Credit and Term
Loan Agreement. As of June 30, 2022, the aggregate gross commitment under the
2019 Credit Facility was $1.2 billion, which may be increased up to $1.7 billion
by exercising an accordion feature, subject to satisfying certain requirements.
The 2019 Credit Facility has a maturity of March 31, 2026 and includes
two six-month extensions that can be exercised at our option.

We may voluntarily prepay the 2019 Credit Facility, in whole or in part, at any
time without premium or penalty. Payment of the 2019 Credit Facility is
unconditionally guaranteed by the Company and material subsidiaries that meet
certain conditions. As of June 30, 2022, there were no subsidiaries that met
this requirement.

As of June 30, 2022, the 2019 Credit Facility bore interest at a 1-Month
adjusted SOFR rate plus 0.775% and incurred a facility fee of 0.150% per annum,
in each case, based on the Operating Partnership's credit rating and leverage
ratio (as defined in the agreement). As of June 30, 2022, $694.5 million in
borrowings were outstanding and there were no letters of credit outstanding.

Senior Unsecured Notes


As of June 30, 2022, we had the following Senior Unsecured Notes outstanding
(dollars in thousands):

                                                                       Stated
                                                                      Interest       June 30,
                      Maturity Date       Interest Payment Dates        Rate           2022

2026 Senior Notes September 15, 2026 March 15 and September 15 4.45% $ 300,000 2027 Senior Notes January 15, 2027 January 15 and July 15 3.20%

            300,000

2028 Senior Notes March 15, 2028 March 15 and September 15 2.10%

            450,000

2029 Senior Notes July 15, 2029 January 15 and July 15 4.00%

            400,000

2030 Senior Notes January 15, 2030 January 15 and July 15 3.40%

            500,000

2031 Senior Notes February 15, 2031 February 15 and August 15 3.20%

            450,000

2032 Senior Notes February 15, 2032 February 15 and August 15 2.70%

            350,000
Total Senior Unsecured Notes                                           

3.25% $ 2,750,000



The Senior Unsecured Notes are redeemable in whole at any time or in part from
time to time, at the Operating Partnership's option, at a redemption price equal
to the sum of: an amount equal to 100% of the principal amount of the respective
Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and
liquidated damages, if any, up to, but not including, the redemption date; and a
make-whole premium calculated in accordance with the respective indenture.
Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed
three months or less (or two months or less in the case of the 2027 Senior Notes
and 2028 Senior Notes) prior to their respective maturity dates, the redemption
price will not include a make-whole premium.

Mortgages payable


The obligors of our property level debt are special purpose entities that hold
the real estate and other collateral securing the indebtedness. Each special
purpose entity is a bankruptcy remote separate legal entity and is the sole
owner of its assets and solely responsible for its liabilities other than
typical non-recurring covenants. As of June 30, 2022, we had two fixed-rate CMBS
loans with $5.1 million of aggregate outstanding principal. One of the CMBS
loans, with principal outstanding of $4.5 million, matures in August 2031 and
has a stated interest rate of 5.80%. The other CMBS loan, with principal
outstanding of $0.6 million, matures in December 2025 and has a stated interest
rate of 6.00%. Both CMBS loans are partially amortizing and require a balloon
payment at maturity.

DEBT MATURITIES

Future principal payments due on our various types of debt outstanding as of June 30, 2022 (in thousands):


                                         Remainder of
                            Total            2022           2023        2024        2025         2026        Thereafter
2019 Credit Facility     $   694,500     $           -     $     -     $     -     $     -     $ 694,500     $         -
Senior Unsecured Notes     2,750,000                 -           -           -           -       300,000       2,450,000
Mortgages payable              5,091               266         556         590         626           468           2,585
                         $ 3,449,591     $         266     $   556     $   590     $   626     $ 994,968     $ 2,452,585




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CONTRACTUAL OBLIGATIONS


During the three months ended March 31, 2022, we amended and restated the 2019
Revolving Credit and Term Loan Agreement, which increased our borrowing capacity
under the 2019 Credit Facility. There were no other material changes during the
six months ended June 30, 2022 outside the ordinary course of business to the
information regarding specified contractual obligations contained in our Annual
Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC.

We may enter into commitments to purchase goods and services in connection with
the operations of our properties. Those commitments generally have terms of
one-year or less and reflect expenditure levels comparable to our historical
expenditures.

DISTRIBUTION POLICY

Distributions from our current or accumulated earnings are generally classified
as ordinary income, whereas distributions in excess of our current and
accumulated earnings, to the extent of a stockholder's federal income tax basis
in our common stock, are generally characterized as a return of capital. Under
the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and
estates generally may deduct up to 20% of the ordinary dividends (e.g.,
dividends not designated as capital gain dividends or qualified dividend income)
received from a REIT for taxable years beginning after December 31, 2017 and
before January 1, 2026. Distributions in excess of a stockholder's federal
income tax basis in our common stock are generally characterized as capital
gain.

We are required to distribute 90% of our taxable income (subject to certain
adjustments and excluding net capital gains) on an annual basis to maintain
qualification as a REIT for federal income tax purposes and are required to pay
federal income tax at regular corporate rates to the extent we distribute less
than 100% of our taxable income (including capital gains).

We intend to make distributions that will enable us to meet the distribution
requirements applicable to REITs and to eliminate or minimize our obligation to
pay corporate-level federal income and excise taxes.

Any distributions will be at the sole discretion of our Board of Directors, and
their form, timing and amount, if any, will depend upon a number of factors,
including our actual and projected results of operations, FFO, liquidity, cash
flows and financial condition, the revenue we actually receive from our
properties, our operating expenses, our debt service requirements, our capital
expenditures, prohibitions and other limitations under our financing
arrangements, our REIT taxable income, the annual REIT distribution
requirements, applicable laws and such other factors as our Board of Directors
deems relevant.

Cash Flows

The following table presents a summary of our cash flows for the six months ended June 30, 2022 and 2021 (in thousands):


                                                   Six Months Ended June 

30,

                                                     2022               2021          Change
Net cash provided by operating activities        $     224,342       $  191,493     $   32,849
Net cash used in investing activities                 (811,517 )       (395,368 )     (416,149 )
Net cash provided by financing activities              606,337          188,134        418,203
Net increase in cash, cash equivalents and
restricted cash                                  $      19,162       $  

(15,741 ) $ 34,903

As of June 30, 2022, we had $37.0 million of cash, cash equivalents and restricted cash as compared to $17.8 million as of December 31, 2021 and $67.6 million as of June 30, 2021.

Operating Activities


Our cash flows from operating activities are primarily dependent upon the
occupancy level of our portfolio, the rental rates specified in our leases, the
collectability of rent and the level of our operating expenses and other general
and administrative costs.

The increase in net cash provided by operating activities was driven by the net
increase in cash rental revenue of $53.2 million, driven by net acquisitions
over the trailing twelve month period. The increase in net cash provided by
operating activities was partially offset by an increase in cash interest paid
of $5.8 million driven by the issuance of the 2028 Senior Notes and 2032 Senior
Notes during 2021 and other changes within our debt structure (see Management's
Discussion and Analysis of Financial Condition: Results of Operations), an
increase of $5.7 million in lease incentives paid and an increase of
approximately $2.9 million in cash bonus payments.

                                       36
--------------------------------------------------------------------------------

Investing Activities


Cash used in investing activities is generally used to fund property
acquisitions, for investments in loans receivable and for capital expenditures.
Cash provided by investing activities generally relates to the disposition of
real estate and other assets.

Net cash used in investing activities during the six months ended June 30, 2022
included $872.7 million for the acquisition of 97 properties, $37.3 million of
capitalized real estate expenditures and $12.7 million for investment in one
loan receivable. These outflows were partially offset by $111.2 million in net
proceeds from the disposition of 22 properties.

During the same period in 2021, net cash used in investing activities included
$480.2 million for the acquisition of 43 properties and $2.6 million of
capitalized real estate expenditures. These outflows were partially offset by
$87.4 million in net proceeds from the disposition of 16 properties and $2.0
million that was collected from a disposal that occurred in 2020.

Financing Activities

Generally, our net cash provided by or used in financing activities is impacted by our borrowings under our revolving credit facilities and term loans, issuances of net-lease mortgage notes, common stock and debt offerings and repurchases and dividend payments on our common and preferred stock.


Net cash provided by financing activities during the six months ended June 30,
2022 was primarily attributable to net borrowings of $406.1 million under our
revolving credit facilities and net proceeds from the issuance of common stock
of $389.7 million. These amounts were partially offset by payment of dividends
to equity owners of $174.1 million, deferred financing costs of $8.7 million,
common stock repurchases for employee tax withholdings totaling $6.4 million and
repayments of $0.3 million on mortgages payable

During the same period in 2021, net cash provided by financing activities was
primarily attributable to borrowings of $794.8 million under Senior Unsecured
Notes, net proceeds from the issuance of common stock of $145.7 million and net
borrowings of $13.0 million under our revolving credit facilities. These amounts
were partially offset by repayments of $208.6 million on mortgages payable,
repayments of $190.4 million on convertible notes, repayments of $178.0 million
on term loans, payment of dividends to equity owners of $150.2 million, debt
extinguishment costs of $26.7 million, deferred financing costs of $7.1 million
and common stock repurchases for employee tax withholdings totaling $4.4
million.

Off-Balance Sheet Arrangements

As of June 30, 2022, we did not have any material off-balance sheet arrangements.

New Accounting Pronouncements

See Note 2 to the consolidated financial statements herein.

Non-GAAP Financial Measures


FFO: FFO is a non-GAAP financial measure calculated in accordance with the
standards established by 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. 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,
impairment charges and net (gains) losses from property dispositions, 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.

                                       37
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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, such
as net gains (losses) on debt extinguishment, deal pursuit costs, costs related
to the COVID-19 pandemic, income associated with expiration of a contingent
liability related to a guarantee of a former tenant's debt and certain non-cash
items. These certain non-cash items include certain non-cash interest expenses
(comprised of amortization of deferred financing costs and amortization of net
debt discount/premium), non-cash revenues (comprised of straight-line rents net
of bad debt expense, amortization of lease intangibles, and amortization of net
premium/discount on loans receivable), and non-cash compensation expense.

Other equity REITs may not calculate FFO and AFFO as we do, and, accordingly,
our FFO and AFFO may not be comparable to such other equity REITs' FFO and AFFO.
FFO and AFFO do not represent cash generated from operating activities
determined in accordance with GAAP, are 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 stockholders
(computed in accordance with GAAP) as a performance measure.

Adjusted Debt: Adjusted Debt represents interest bearing debt (reported in
accordance with GAAP) adjusted to exclude unamortized debt discount/premium and
deferred financing costs and reduced by cash and cash equivalents and restricted
cash. 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.

EBITDAre: EBITDAre is a non-GAAP financial measure computed in accordance with the standards established by NAREIT. EBITDAre represents net income (loss) (computed in accordance with GAAP), excluding interest expense, income tax expense, depreciation and amortization, net (gains) losses from property dispositions, and impairment charges.


Adjusted EBITDAre: Adjusted EBITDAre represents EBITDAre as adjusted for revenue
producing acquisitions and dispositions for the quarter (as if such acquisitions
and dispositions had occurred as of the beginning of the quarter), construction
rent collected, not yet recognized in earnings, and for other certain items that
we believe are not indicative of our core operating performance. These other
certain items include deal pursuit costs, net (gains) losses on debt
extinguishment, costs related to the COVID-19 pandemic, and non-cash
compensation. 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) (computed in accordance with GAAP) as a performance
measure.

Annualized Adjusted EBITDAre: Annualized Adjusted EBITDAre is calculated as
Adjusted EBITDAre, adjusted for straight-line rent related to prior periods,
including amounts deemed not probable of collection (recoveries), and 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.

Adjusted Debt to Annualized Adjusted EBITDAre: Adjusted Debt to Annualized
Adjusted EBITDAre is a 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. We believe the 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.

                                       38
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FFO and AFFO

                                                    Three Months Ended                   Six Months Ended
                                                         June 30,                            June 30,
(Dollars in thousands)                            2022              2021              2022              2021
Net income attributable to common
stockholders                                  $      80,152     $      85,336     $     133,620     $      81,279
Portfolio depreciation and amortization              72,755            59,933           141,720           116,875
Portfolio impairments                                 9,398             7,800             9,525            14,530
Gain on disposition of assets                       (38,928 )         (37,507 )         (39,805 )         (39,343 )
FFO attributable to common stockholders       $     123,377     $     115,562     $     245,060     $     173,341
Loss on debt extinguishment                               -                10               172            29,187
Deal pursuit costs                                      655               257             1,020               499
Non-cash interest expense, excluding
capitalized interest                                  2,258             2,344             4,195             5,043
Straight-line rent, net of uncollectible
reserve                                              (9,015 )         (21,428 )         (17,590 )         (27,101 )
Other amortization and non-cash charges                (578 )            (761 )          (1,225 )          (1,535 )
Non-cash compensation expense                         4,387             3,614             8,412             6,992
Costs related to COVID-19 (1)                             -               274                 6               706
Other income                                              -                 -            (5,679 )               -

AFFO attributable to common stockholders $ 121,084 $ 99,872 $ 234,371 $ 187,132


Net income per share of common stock -
Diluted                                       $        0.60     $        0.74     $        1.02     $        0.70
FFO per share of common stock - Diluted (2)   $        0.92     $        1.00     $        1.86     $        1.50
AFFO per share of common stock - Diluted
(2)                                           $        0.90     $        

0.86 $ 1.78 $ 1.62


Weighted average shares of common stock
outstanding - Diluted                           134,219,450       

115,557,555 131,307,057 115,212,294

(1) Costs related to COVID-19 are included in general and administrative expense

and primarily relate to legal fees for executing rent deferral or abatement

agreements.

(2) Dividends paid and undistributed earnings allocated, if any, to unvested

restricted stockholders are deducted from FFO and AFFO for the computation of

    the per share amounts. The following amounts were deducted:


        Three Months Ended June 30,     Six Months Ended June 30,
           2022             2021           2022           2021
 FFO   $0.2 million     $0.2 million   $0.4 million   $0.3 million
AFFO   $0.2 million     $0.2 million   $0.4 million   $0.4 million




                                       39
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Adjusted Debt, Adjusted EBITDAre and Annualized Adjusted EBITDAre

                                                June 30,
(Dollars in thousands)                    2022            2021
2019 Credit Facility                   $   694,500     $    13,000
Senior Unsecured Notes, net              2,720,562       2,716,752
Mortgages payable, net                       5,271           5,823
Total debt, net                          3,420,333       2,735,575
Unamortized debt discount, net              10,196          11,441
Unamortized deferred financing costs        19,062          21,585
Cash and cash equivalents                   (5,444 )        (9,403 )
Restricted cash                            (31,517 )       (58,154 )
Adjusted Debt                          $ 3,412,630     $ 2,701,044



                                                         Three Months Ended June 30,
(Dollars in thousands)                                   2022                   2021
Net income                                         $         82,740       $         87,924
Interest                                                     27,594                 26,170
Depreciation and amortization                                72,898         

60,074

Income tax expense                                              207                    129
Gain on disposition of assets                               (38,928 )              (37,507 )
Portfolio impairments                                         9,398                  7,800
EBITDAre                                           $        153,909       $        144,590
Adjustments to revenue producing acquisitions
and dispositions                                              3,408         

1,564

Construction rent collected, not yet recognized
in earnings (1)                                                 640                      -
Deal pursuit costs                                              655                    257
Loss on debt extinguishment                                       -                     10
Costs related to COVID-19 (2)                                     -                    274
Non-cash compensation expense                                 4,387                  3,614
Adjusted EBITDAre                                  $        162,999       $        150,309
Adjustments related to straight-line rent (3)                     -                 (9,981 )
Other adjustments for Annualized EBITDAre (4)                  (157 )               (5,272 )
Annualized Adjusted EBITDAre                       $        651,368       $ 

540,224

Adjusted Debt / Annualized Adjusted EBITDAre (5)                5.2 x                  5.0 x


(1) Construction rent collected, not yet recognized in earnings was not included

as an adjustment to EBITDAre during the three months ended June 30, 2021.

(2) Costs related to COVID-19 are included in general and administrative expense

and primarily relate to legal fees for executing rent deferral or abatement

agreements.

(3) Adjustment for the three months ended June 30, 2021 relates to net

recoveries related to prior period straight-line rent deemed not probable of

collection.

(4) Adjustment for the three months ended June 30, 2022 relates to current

period recoveries related to prior period rent deemed not probable of

collection, prior period rental income, and prior period property costs. For

the same period in 2021, the adjustment is comprised of net recoveries

related to prior period rent deemed not probable of collection and prior

period property costs.

(5) Adjusted Debt / Annualized Adjusted EBITDAre would be 5.2x if the 1.1

million shares under open forward sales agreements had been settled as of

June 30, 2022. Adjusted Debt / Annualized Adjusted EBITDAre would be 4.9x if

    the 1.9 million shares under open forward sales agreements had been settled
    as of June 30, 2021.






                                       40

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