SPIRIT REALTY CAPITAL, INC. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
The information set forth in Item 2.02 and in the attached Exhibits 99.1 and 99.2 is being "furnished" and shall not be deemed "filed" for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
ITEM 8.01 OTHER INFORMATION
Based on our preliminary estimates for the quarter and year ended
• Expected adjusted funds from operations ("AFFO") per share of $0.84 to $0.85
for the fourth quarter and $3.30 to $3.31 for the year. Expected AFFO per
share of $3.24 to $3.25 for the year, excluding out of period earnings.
• Invested $487.9 million in the fourth quarter and $1.3 billion in the year:
o Acquired 92 properties in the fourth quarter through 28 transactions
for $463.9 million , comprised of 59.5% retail and 40.5% industrial
assets.
o Acquired 166 properties in the year through 58 transactions for $1.2
billion , comprised of 40.0% industrial, 37.8% retail, 18.8% other and
3.4% office assets.
• Generated $4.8 million in gross proceeds in the fourth quarter from the
disposition of four vacant properties and $100.0 million in gross proceeds
in the year from the disposition of 23 properties.
• Generated $200.2 million in gross proceeds in the fourth quarter from the
issuance of 4.2 million shares of common stock and $549.3 million in gross
proceeds in the year from the issuance of 12.6 million shares of common
stock.
• Issued $450.0 million of 2.10% Senior Unsecured Notes due 2028 and $350.0
million of 2.70% Senior Unsecured Notes due 2032 in the year.
• Had corporate liquidity of $532.1 million as of December 31, 2021 , comprised
of availability under our credit facility, cash and cash equivalents and
available proceeds from unsettled forward equity contracts.
These preliminary estimates are subject to change upon completion of our
financial statements for the year ended
We do not provide a reconciliation for our preliminary estimates range of AFFO per share to net income available to common stockholders per share, the most directly comparable forward looking financial measure under GAAP, due to the inherent variability in timing and/or amount of various items that could impact net income available to common stockholders per share, including, for example, gains/losses on debt extinguishment, impairments and other items that are outside the control of the Company.
Non-GAAP Financial Measures
AFFO is a non-GAAP financial measure of operating performance used by many companies in the real estate investment trusts ("REIT") industry. We adjust funds from operations ("FFO"), which we calculate in accordance with the standards established by NAREIT (i.e., 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) to eliminate the impact of certain items that we believe are not indicative of our core operating performance, such as debt extinguishment gains (losses), costs associated with termination of interest rate swaps, costs related to the COVID-19 pandemic and certain non-cash items. These certain non-cash items include non-cash revenues (comprised of straight-line rents net of bad debt expense and amortization of lease and loan receivable intangibles), non-cash interest expense (comprised of amortization of deferred financing costs and debt discounts/premiums) and non-cash compensation expense. Other equity REITs may not calculate FFO and AFFO as we do, and, accordingly, our AFFO may not be comparable to such other equity REITs' AFFO. AFFO does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should only be considered a supplement, and not an alternative, to net income (loss) attributable to common stockholders (computed in accordance with GAAP) as a performance measure.
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Special Note Regarding Forward-Looking Statements
This current report may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and other federal
securities laws. These forward-looking statements can be identified by the use
of words and phrases such as "preliminary," "expect," "plan," "will,"
"estimate," "project," "intend," "believe," "guidance," "approximately,"
"anticipate," "may," "should," "seek" or the negative of these words and phrases
or similar words or phrases that are predictions of or indicate future events or
trends and that do not relate to historical matters but are meant to identify
forward-looking statements. You can also identify forward-looking statements by
discussions of strategy, plans or intentions of management. These
forward-looking statements are subject to known and unknown risks and
uncertainties that you should not rely on as predictions of future events.
Forward-looking statements depend on assumptions, data and/or methods which may
be incorrect or imprecise and the Company may not be able to realize them. the
Company does not guarantee that the 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 Consumer Price Index; the Company's
success in implementing its business strategy and its ability to identify,
underwrite, finance, consummate, integrate and manage diversifying acquisitions
or investments; the financial performance of the Company's retail tenants and
the demand for retail space, particularly with respect to challenges being
experienced by general merchandise retailers; the Company's ability to diversify
its tenant base; the nature and extent of future competition; increases in the
Company's costs of borrowing as a result of changes in interest rates and other
factors; the Company's ability to access debt and equity capital markets; the
Company's ability to pay down, refinance, restructure and/or extend its
indebtedness as it becomes due; the Company's ability and willingness to renew
its leases upon expiration and to reposition its properties on the same or
better terms upon expiration in the event such properties are not renewed by
tenants or the Company exercises its rights to replace existing tenants upon
default; the impact of any financial, accounting, legal or regulatory issues or
litigation that may affect the Company or its major tenants; the Company's
ability to manage its expanded operations; the Company's ability and willingness
to maintain its qualification as a REIT under the Internal Revenue Code of 1986,
as amended; the impact on the Company's business and those of its 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 discussed in the Company's most recent filings
with the
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. 99.1 Press Release, datedJanuary 10, 2022 99.2 Spirit Guidance and Capital Deployment Update, datedJanuary 10, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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