Spirit Realty, L.P.

CIK:0001703181|SEC Filings

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues:
Rental income	$ 479,901	$ 438,691	$ 402,321
Interest income on loans receivable	998	3,240	3,447
Earned income from direct financing leases	571	1,239	1,814
Related party fee income	678	69,218	15,838
Other income	1,469	4,039	21,705
Total revenues	483,617	516,427	445,125
Expenses:
General and administrative	48,380	52,424	52,993
Termination of interest rate swaps		12,461
Property costs (including reimbursable)	24,492	18,637	21,066
Deal pursuit costs	2,432	844	210
Interest	104,165	101,060	97,548
Depreciation and amortization	212,620	175,465	162,452
Impairments	81,476	24,091	6,725
Total expenses	473,565	384,982	340,994
Other income:
(Loss) gain on debt extinguishment	(7,227)	(14,330)	27,092
Gain on disposition of assets	24,156	58,850	14,629
Preferred dividend income from SMTA		10,802	8,750
Other expense			(5,319)
Total other income	16,929	55,322	45,152
Income from continuing operations before income tax expense	26,981	186,767	149,283
Income tax expense	(273)	(11,501)	(792)
Income from continuing operations	26,708	175,266	148,491
(Loss) income from discontinued operations			(16,439)
Net Income	26,708	175,266	132,052
Dividends paid to preferred stockholders	(10,350)	(10,350)	(10,352)
Net income attributable to common stockholders/after preferred distributions	$ 16,358	$ 164,916	$ 121,700
Net income per share attributable to common stockholders - basic:
Continuing operations (in USD per share)	$ 0.15	$ 1.81	$ 1.59
Discontinued operations (in USD per share)			(0.19)
Net income per share attributable to common stockholders - basic (in USD per share)	0.15	1.81	1.40
Net income per share attributable to common stockholders - diluted:
Continuing operations (in USD per share)	0.15	1.81	1.58
Discontinued operations (in USD per share)			(0.19)
Net income per share attributable to common stockholders - diluted (in USD per share)	$ 0.15	$ 1.81	$ 1.39
Weighted average shares of common stock outstanding:
Basic (in shares)	104,357,660	90,621,808	86,321,268
Diluted (in shares)	104,535,384	90,869,312	86,476,449
Spirit Realty, L.P.
Revenues:
Rental income	$ 479,901	$ 438,691	$ 402,321
Interest income on loans receivable	998	3,240	3,447
Earned income from direct financing leases	571	1,239	1,814
Related party fee income	678	69,218	15,838
Other income	1,469	4,039	21,705
Total revenues	483,617	516,427	445,125
Expenses:
General and administrative	48,380	52,424	52,993
Termination of interest rate swaps	0	12,461
Property costs (including reimbursable)	24,492	18,637	21,066
Deal pursuit costs	2,432	844	210
Interest	104,165	101,060	97,548
Depreciation and amortization	212,620	175,465	162,452
Impairments	81,476	24,091	6,725
Total expenses	473,565	384,982	340,994
Other income:
(Loss) gain on debt extinguishment	(7,227)	(14,330)	27,092
Gain on disposition of assets	24,156	58,850	14,629
Preferred dividend income from SMTA	0	10,802	8,750
Other expense		0	(5,319)
Total other income	16,929	55,322	45,152
Income from continuing operations before income tax expense	26,981	186,767	149,283
Income tax expense	(273)	(11,501)	(792)
Income from continuing operations	26,708	175,266	148,491
(Loss) income from discontinued operations		0	(16,439)
Net Income	26,708	175,266	132,052
Dividends paid to preferred stockholders	(10,350)	(10,350)	(10,352)
Net income attributable to common stockholders/after preferred distributions	16,358	164,916	121,700
Net income attributable to the general partner
Continuing operations	125	1,450	1,270
Discontinued operations		0	(151)
Net income attributable to the general partner	125	1,450	1,119
Net income attributable to the limited partners
Continuing operations	26,583	173,816	147,221
Discontinued operations		0	(16,288)
Net income attributable to the limited partners	$ 26,583	$ 173,816	$ 130,933
Net income per partnership unit - basic:
Continuing operations	$ 0.15	$ 1.81	$ 1.59
Discontinued operations		0	(0.19)
Net income per partnership unit - basic	0.15	1.81	1.40
Net income per partnership unit - diluted:
Continuing operations	0.15	1.81	1.58
Discontinued operations		0	(0.19)
Net income per partnership unit - diluted	$ 0.15	$ 1.81	$ 1.39
Weighted average partnership units outstanding:
Basic	104,357,660	90,621,808	86,321,268
Diluted	104,535,384	90,869,312	86,476,449

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating activities
Net income	$ 26,708	$ 175,266	$ 132,052
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	212,620	175,465	197,913
Impairments	81,476	24,091	17,668
Amortization of deferred financing costs	5,278	6,289	9,306
Amortization of debt discounts	4,343	7,028	13,560
Amortization of deferred losses on interest rate swaps	2,807	858
Loss on termination of interest rate swaps		12,461
Payment for termination of interest rate swaps		(24,843)
Stock-based compensation expense	12,640	14,277	15,114
Loss (gain) on debt extinguishment	7,227	14,330	(26,729)
Gain on dispositions of real estate and other assets	(24,156)	(58,850)	(14,355)
Non-cash revenue	(12,996)	(19,943)	(18,878)
Bad debt expense and other	221	189	2,313
Changes in operating assets and liabilities:
Deferred costs and other assets, net	(21,296)	2,953	(1,396)
Accounts payable, accrued expenses and other liabilities	19,440	9,482	9,797
Net cash provided by operating activities	314,312	339,053	336,365
Investing activities
Acquisitions of real estate	(867,456)	(1,295,545)	(257,712)
Capitalized real estate expenditures	(12,659)	(47,652)	(52,390)
Investments in loans receivable			(35,450)
Proceeds from redemption of preferred equity investment		150,000
Collections from investment in Master Trust 2014		33,535
Collections of principal on loans receivable	31,771	11,037	30,427
Proceeds from dispositions of real estate and other assets, net	100,594	253,626	94,663
Net cash used in investing activities	(747,750)	(894,999)	(220,462)
Financing activities
Borrowings under revolving credit facilities	1,155,000	1,047,200	826,000
Repayments under revolving credit facilities	(1,271,500)	(1,077,000)	(791,700)
Borrowings under mortgages and notes payable			104,247
Repayments under mortgages and notes payable	(4,101)	(242,049)	(170,519)
Borrowings under term loans	400,000	820,000	420,000
Repayments under term loans	(222,000)	(1,240,000)
Repayments under Convertible Notes	(154,574)	(402,500)
Borrowings under Senior Unsecured Notes	445,509	1,198,264
Debt extinguishment costs	(4,032)	(15,277)	(2,968)
Deferred financing costs	(6,642)	(22,105)	(1,981)
Cash, cash equivalents and restricted cash held by SMTA at Spin-Off			(73,081)
Sale of SubREIT preferred shares			5,000
Proceeds from issuance of common stock, net of offering costs	428,272	677,428	2,972
Proceeds from issuance of preferred stock, net of offering costs			(16)
Repurchase of shares of common stock, including tax withholdings related to net stock settlements	(4,381)	(2,541)	(170,568)
Common stock dividends paid	(260,488)	(226,522)	(290,223)
Preferred stock dividends paid	(10,350)	(10,350)	(10,352)
Net cash provided by (used in) financing activities	490,713	504,548	(153,189)
Net increase (decrease) in cash, cash equivalents and restricted cash	57,275	(51,398)	(37,286)
Cash, cash equivalents and restricted cash, beginning of period	26,023	77,421	114,707
Cash, cash equivalents and restricted cash, end of period	83,298	26,023	77,421
Supplemental Disclosures of Non-Cash Activities:
Distributions declared and unpaid	71,758	64,049	53,617
Relief of debt through sale or foreclosure of real estate properties	0	10,368	56,119
Net real estate and other collateral assets sold or surrendered to lender	0	654	28,271
Accrued interest capitalized to principal	0	251	1,967
Accrued market-based award dividend rights	1,133	1,017	1,011
Accrued capitalized costs	2,174	2,230	695
Financing provided in connection with disposition of assets		0	2,888
Right-of-use lease assets	0	6,143
Lease liabilities	0	6,143
Reclass of residual value from direct financing lease to operating lease	6,831	5,841	4,455
Investment in preferred shares		0	150,000
Non-cash distribution to SMTA, net		0	142,924
Cash Flow Hedge Changes In Fair Value		18,593	7,159
Receivable for disposal of real estate property	2,000
Supplemental Cash Flow Disclosures:
Cash paid for interest	82,916	73,530	118,329
Cash paid for taxes	801	11,826	1,099
Spirit Realty, L.P.
Operating activities
Net income	26,708	175,266	132,052
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	212,620	175,465	197,913
Impairments	81,476	24,091	17,668
Amortization of deferred financing costs	5,278	6,289	9,306
Amortization of debt discounts	4,343	7,028	13,560
Amortization of deferred losses on interest rate swaps	2,807	858
Loss on termination of interest rate swaps	0	12,461
Payment for termination of interest rate swaps		(24,843)
Stock-based compensation expense	12,640	14,277	15,114
Loss (gain) on debt extinguishment	7,227	14,330	(26,729)
Gain on dispositions of real estate and other assets	(24,156)	(58,850)	(14,355)
Non-cash revenue	(12,996)	(19,943)	(18,878)
Bad debt expense and other	221	189	2,313
Changes in operating assets and liabilities:
Deferred costs and other assets, net	(21,296)	2,953	(1,396)
Accounts payable, accrued expenses and other liabilities	19,440	9,482	9,797
Net cash provided by operating activities	314,312	339,053	336,365
Investing activities
Acquisitions of real estate	(867,456)	(1,295,545)	(257,712)
Capitalized real estate expenditures	(12,659)	(47,652)	(52,390)
Investments in loans receivable			(35,450)
Proceeds from redemption of preferred equity investment		150,000
Collections from investment in Master Trust 2014		33,535
Collections of principal on loans receivable	31,771	11,037	30,427
Proceeds from dispositions of real estate and other assets, net	100,594	253,626	94,663
Net cash used in investing activities	(747,750)	(894,999)	(220,462)
Financing activities
Borrowings under revolving credit facilities	1,155,000	1,047,200	826,000
Repayments under revolving credit facilities	(1,271,500)	(1,077,000)	(791,700)
Borrowings under mortgages and notes payable			104,247
Repayments under mortgages and notes payable	(4,101)	(242,049)	(170,519)
Borrowings under term loans	400,000	820,000	420,000
Repayments under term loans	(222,000)	(1,240,000)
Repayments under Convertible Notes	(154,574)	(402,500)
Borrowings under Senior Unsecured Notes	445,509	1,198,264
Debt extinguishment costs	(4,032)	(15,277)	(2,968)
Deferred financing costs	(6,642)	(22,105)	(1,981)
Cash, cash equivalents and restricted cash held by SMTA at Spin-Off			(73,081)
Sale of SubREIT preferred shares			5,000
Proceeds from issuance of common stock, net of offering costs	428,272	677,428	2,972
Proceeds from issuance of preferred stock, net of offering costs			(16)
Repurchase of shares of common stock, including tax withholdings related to net stock settlements	(4,381)	(2,541)	(170,568)
Common stock dividends paid	(260,488)	(226,522)	(290,223)
Preferred stock dividends paid	(10,350)	(10,350)	(10,352)
Net cash provided by (used in) financing activities	490,713	504,548	(153,189)
Net increase (decrease) in cash, cash equivalents and restricted cash	57,275	(51,398)	(37,286)
Cash, cash equivalents and restricted cash, beginning of period	26,023	77,421	114,707
Cash, cash equivalents and restricted cash, end of period	83,298	26,023	77,421
Supplemental Disclosures of Non-Cash Activities:
Distributions declared and unpaid	71,758	64,049	53,617
Relief of debt through sale or foreclosure of real estate properties	0	10,368	56,119
Net real estate and other collateral assets sold or surrendered to lender	0	654	28,271
Accrued interest capitalized to principal	0	251	1,967
Accrued market-based award dividend rights	1,133	1,017	1,011
Accrued capitalized costs	2,174	2,230	695
Financing provided in connection with disposition of assets		0	2,888
Right-of-use lease assets	0	6,143
Lease liabilities	0	6,143
Reclass of residual value from direct financing lease to operating lease	6,831	5,841	4,455
Investment in preferred shares		0	150,000
Non-cash distribution to SMTA, net		0	142,924
Cash Flow Hedge Changes In Fair Value		18,593	7,159
Receivable for disposal of real estate property	2,000
Supplemental Cash Flow Disclosures:
Cash paid for interest	82,916	73,530	118,329
Cash paid for taxes	$ 801	$ 11,826	$ 1,099

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Real estate investments:
Land and improvements	$ 2,090,592	$ 1,910,287
Buildings and improvements	4,302,004	3,840,220
Total real estate investments	6,392,596	5,750,507
Less: accumulated depreciation	(850,320)	(717,097)
Net real estate held for investment	5,542,276	5,033,410
Loans receivable, net		34,465
Intangible lease assets, net	367,989	385,079
Real estate assets under direct financing leases, net	7,444	14,465
Real estate assets held for sale, net	25,821	1,144
Net investments	5,943,530	5,468,563
Cash and cash equivalents	70,303	14,492
Deferred costs and other assets, net	157,353	124,006
Goodwill	225,600	225,600
Total assets	6,396,786	5,832,661
Liabilities:
Revolving credit facilities		116,500
Term loans, net	177,309
Senior Unsecured Notes, net	1,927,348	1,484,066
Mortgages and notes payable, net	212,582	216,049
Convertible Notes, net	189,102	336,402
Total debt, net	2,506,341	2,153,017
Intangible lease liabilities, net	121,902	127,335
Accounts payable, accrued expenses and other liabilities	167,423	139,060
Total liabilities	2,795,666	2,419,412
Commitments and contingencies (see Note 6)
Stockholders' equity:
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both December 31, 2020 and December 31, 2019, liquidation preference of $25.00 per share	166,177	166,177
Common stock, $0.05 par value, 175,000,000 shares authorized: 114,812,615 and 102,476,152 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively	5,741	5,124
Capital in excess of common stock par value	6,126,503	5,686,247
Accumulated deficit	(2,688,647)	(2,432,838)
Accumulated other comprehensive loss	(8,654)	(11,461)
Total stockholders' equity	3,601,120	3,413,249
Partners' Capital
Total liabilities and partners' capital	6,396,786	5,832,661
Spirit Realty, L.P.
Real estate investments:
Land and improvements	2,090,592	1,910,287
Buildings and improvements	4,302,004	3,840,220
Total real estate investments	6,392,596	5,750,507
Less: accumulated depreciation	(850,320)	(717,097)
Net real estate held for investment	5,542,276	5,033,410
Loans receivable, net	0	34,465
Intangible lease assets, net	367,989	385,079
Real estate assets under direct financing leases, net	7,444	14,465
Real estate assets held for sale, net	25,821	1,144
Net investments	5,943,530	5,468,563
Cash and cash equivalents	70,303	14,492
Deferred costs and other assets, net	157,353	124,006
Goodwill	225,600	225,600
Total assets	6,396,786	5,832,661
Liabilities:
Revolving credit facilities	0	116,500
Term loans, net	177,309	0
Senior Unsecured Notes, net	1,927,348	1,484,066
Mortgages and notes payable, net	212,582	216,049
Notes Payable to Spirit Realty Capital, Inc., net	189,102	336,402
Total debt, net	2,506,341	2,153,017
Intangible lease liabilities, net	121,902	127,335
Accounts payable, accrued expenses and other liabilities	167,423	139,060
Total liabilities	2,795,666	2,419,412
Commitments and contingencies (see Note 6)
Partners' Capital
General partner's common capital, 797,644 units issued and outstanding as of both December 31, 2020 and December 31, 2019	20,505	22,389
Limited partners' preferred capital: 6,900,000 units issued and outstanding as of December 31, 2020 and December 31, 2019, respectively	166,177	166,177
Limited partners' common capital: 114,014,971 and 101,678,508 units issued and outstanding as of December 31, 2020 and December 31, 2019, respectively	3,414,438	3,224,683
Total partners' capital	3,601,120	3,413,249
Total liabilities and partners' capital	$ 6,396,786	$ 5,832,661