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Spirit Realty Capital, Inc. (NYSE:SRC)

Q4 2012 Earnings Call

February 27, 2013, 05:00 pm ET

Executives

Michael Bender - SVP & CFO

Tom Nolan - Chairman & CEO

Pete Mavoides - President & COO

Analysts

Rich Moore - RBC Capital Markets

Alexander Goldfarb - Sandler O’Neill

Joshua Barber - Stifel Nicolaus

Operator

Good afternoon ladies and gentlemen and welcome to Spirit Realty Capital Fourth Quarter and Full-Year 2012 Results Conference Call. At this time, all lines have been placed on listen-only mode. After the speakers’ remarks, there will be a question-and-answer period. (Operator Instructions) This conference call is being recorded and a replay of the call will be available beginning at 06:00 PM Eastern Time today for one week. The dial-in details for the replay can be found in today’s press release. Additionally, there will be an audio webcast available on Spirit Realty’s website at www.spiritrealty.com, an archive of which will be available for 30 days.

It is now my pleasure to turn the call over to Michael Bender, Senior Vice President and Chief Financial Officer of Spirit Realty. Mr. Bender, please proceed.

Michael Bender

Thank you, Regina and good afternoon everyone. Thank you for joining us today. Here with me to discuss our fourth quarter and full-year 2012 performance are, Tom Nolan, Chairman and Chief Executive Officer; and Pete Mavoides, President and Chief Operating Officer. Tom will review our fourth quarter and full-year performance and provide you with our views going into the New Year. I will provide you with more specifics about our financials and Pete will then walk you through our portfolio and recent activities. Tom will wrap up our prepared remarks after which I'll be happy to take your questions.

Before we begin, please note that during this conference call, we will make certain statements that may be considered to be forward-looking statements under Federal Securities laws. The company’s actual future results may differ significantly from the matters discussed in these forward-looking statements, and we may not release provision to those forward-looking statements to reflect changes after the statements were made.

I would now like to turn the call over to Tom Nolan, Spirit Realty’s Chairman and Chief Executive Officer.

Tom Nolan

Thank you very much Mike and thank you everyone who has joined us today. We are very pleased with our results for our fourth quarter which was our first full quarter as a public company and for the full-year. This is an exciting time in the triple-net industry and we are pleased to have gone public when we did. We believe a number of positive trends and fundamental changes are benefiting the triple-net industry overall.

Consolidation is well underway, as you know not just for Spirit Realty, but for others as well. In addition, we are seeing a significant increase in institutional interest in the triple-net companies as a class. I believe institutional investors increasingly recognize the attractive risk reward profile of the industry and the opportunities before us.

Following the close of the Cole II transaction, Spirit Realty will be the second largest publicly traded triple-net lease company. And we intend not only to participate in the positive trends affecting our industry, but also to be a leader in the development of the industry as an attractive investment class for both institutional and retail investors.

The recent focus on Spirit has been about the Cole II merger and our call today will certainly touch on that. That said, we want to focus most of today’s call on our fourth quarter and full-year performance. I hope you will find that as we’ve discussed in the past, our core portfolio has very predictable cash flows to result in financial performance that is equally predictable and reliable.

Before we begin discussing these results, I would like to briefly update you on our proposed merger with Cole Credit Property Trust II or simply Cole II. To the extent that we are able, since it is still pending shareholder and regulatory approval; I do hope you will bear with us and recognize that we are limited in responding to certain enquiries concerning the merger, until such time as the appropriate regulatory filings have been made.

On January 22, 2013, we announced the definitive agreement to merge with Cole II to create the second largest publicly traded triple-net lease REIT in the United States with a proforma enterprise value of approximately $7.1 billion. The proposed transaction with Cole II supports and significantly accelerates our long-term business objectives and better positions Spirit Realty to deliver long-term value to shareholders by enhancing our ability to generate stable and predictable cash flows.

We and the Cole organization are in the process of preparing Registration Statement and Joint Proxy Statement to be filed with the Securities and Exchange Commission within the next few weeks. We anticipate scheduling the date for shareholder meeting and vote shortly thereafter. And we remain confident we will close the transaction by the end of the third quarter of this year. In the meantime, we remain focused on our existing portfolio and on executing the operating and investment strategies which were the foundation of the investment theses we articulated at the time of the IPO.

The fourth quarter was a productive quarter for acquisitions. We invested more than $77 million in 33 real estate properties. This activity was comprised of four new investments with both new and existing tenants. Pete will provide some additional color on these acquisitions in a moment.

We also continue to generate steady and predictable revenue growth through these acquisitions and contractual rent increases resulting solid funds from operations. We remain confident that we are well positioned to advance our strategic objectives and capitalize on opportunities that net lease real estate market offers which will in turn create value for our shareholders.

Now I would like to turn the call back over to Mike Bender, our Chief Financial Officer, who will take you through our financial statements. Mike?

Michael Bender

Thank you, Tom. In the fourth quarter ended December 31, 2012, we generated total revenues of $73 million, an increase of 5.4% compared with $69 million in the fourth quarter 2011. Total revenues for the full-year ended December 31, 2012 improved 3.7% to $283 million compared to $273 million in 2011. The revenue increase is attributable to higher than anticipated acquisition levels, better than budgeted credit performance and contractual rent escalations that are embedded in the vast majority of our leases.

G&A expenses in the fourth quarter of 2012 were $5.9 million slightly higher than the $5.6 million set in the fourth quarter of 2011. Compensation increases related to higher headcounts and other administrative increases associated with the growing portfolio and being a public company we’re partially offset by term loan and IPO related costs which were present in the fourth quarter of 2011.

G&A expenses incurred for the full-year of 2012 were $37 million compared to $28 million spend in 2011. This increase was primarily attributable to $13 million in charges associated with completing our IPO, and extinguishment of term note of debt and $6 million in stock based compensation related to incentive awards granted in 2012. During the same period in 2011, the company recognized $7 million in consulting fees in connection with the term note and its conversion agreement.

Property costs were approximately $2 million in the fourth quarter of 2012 and more than double of fourth quarter of a year ago. This was primarily due to an increase in accrued property costs associated with one delinquent tenant for which we are pursuing recovery. For the same reasons, full-year 2012 property costs were slightly higher than a year ago.

Note that our leases are generally triple-net and require tenants to pay all property, operating expenses such as real estate taxes, insurance premiums and repair and maintenance costs related to properties unless the property becomes vacant.

Interest expense reductions in the fourth quarter and full-year of 2012 compared to similar periods in 2011 are primarily due to extinguishment of the term loan with partial offset associated with net new borrowings on our new investments during the year.

A modest increase in depreciation and amortization reflect the expansion of the portfolio. As noted previously, impairment charges attributed primarily when we make a decision to sell a vacant property and will therefore be sporadic, but these non-cash impairment charges does not impact the cash flow generated by the portfolio.

So net loss attributable to common stockholders for the fourth quarter of 2012 was $5 million or $0.06 a share; that compares to the net loss attributable to common shareholders for fourth quarter of 2011 of [$80 million] or $0.71 a share. For the full year ended December 31, 2012; net loss attributable to common shareholders was $78 million or $1.85 a share compared to $64 million or $2.47 a share in the previous year.

As we noted in the last quarter, the full-year results included in the following items associated with the IPO and the extinguished term note. First, the $33 million loss that we recognized on the extinguishment of the term loan. Secondly, a $9 million non-cash charge related to derivative instrument on the company's term loan. Thirdly, a $5 million charge related to G&A expense for IPO incentive awards and finally, $5 million in third-party expenses incurred with secured lenders in terms of the IPO.

Absent the charges associated with the IPO and the term note extinguishment, the net loss attributable to common shareholders for the year ended December 31, 2012 was $25 million or $0.62 a share.

Please note that per share amount in historic periods are based predominantly on the lower number of shares outstanding prior to the IPO. The IPO related shares have only been outstanding since the date our operation was completed in late September 2012.

So funds from operations or FFO for the fourth quarter was $31 million or $0.37 per share compared to $80 million for the fourth quarter of 2011. For the year ended December 31, 2012; FFO was $53 million or $1.09 a share compared to $70 million in the same period in 2011.

Adjusted funds from operations or AFFO for the fourth quarter of 2012 totaled $35 million or $0.42 a share compared to the $25 million for the fourth quarter of 2011.

For the full-year ended 2012, AFFO was $180 million or $2.15 per share compared to $99 million for 2011. Ongoing adjustments to convert FFO to AFFO primarily consists of non-cash revenue, non-cash interest expense and non-cash equity compensation.

So, we modestly outpaced our guidance for the fourth quarter of 2012. Related to guidance, had we not entered into a definitive agreement for a proposed merger with Cole II, we would be on track to achieve our 2013 estimate.

However, because of the significant impact of the proposed merger on our company, the uncertainty as to the exact timing of the closing day as well as the related costs associated with the merger, we are withdrawing our 2013 guidance estimates at this time.

With that, I would now like to turn the call over to Peter Mavoides, our President and Chief Operating Officer. Pete?

Pete Mavoides

Thanks Mike. As mentioned earlier, during the fourth quarter Spirit Realty invested $77 million in 33 new properties. This compared to $30 million in the fourth quarter of 2011. These properties were acquired subject to long-term triple net leases with credit worthy tenants. These leases had weighted average initial lease terms with nearly 17 years and they were acquired with the weighted average initial cap rate of 8.12%.

New investments for the full-year totaled a $163.6 million, again significantly up from new investment within the prior year of $38.1 million. This represents eight transactions and 91 individual properties.

The weighted average initial lease term and initial cap rate were 17 years and 8.36% respectively. Continued downward pressure on cap rates throughout the year and that's also seen of course on the improvement in financing costs and has been able to lock in very attractive spreads to our cost of capital on these transactions.

Subsequent to year end, we closed on a five-year non-recourse debt financing for an acquisition closed early in the fourth quarter at a coupon rate of 3.9%, effectively locking in a very attractive spread to our initial cap rate.

The portfolio now consisted 1,207 owned or finance properties that are net leased with a weighted average lease term of 11 years to 164 tenants operating in 47 states and across diversified across 18 different industries. Only one state had more than 10% of the total value of the real estate portfolio based on annual rent.

Spirit’s three largest property types at year-end were general and discount retail 29%, restaurants 18% and specialty retail 9%. At the end of the fourth quarter of 2012, the portfolio was 98.8% occupied based on the number of properties owned.

We currently have 14 properties that are available either for lease or sale. This represents an 11 basis point increase in occupancy rate as compared to the same period a year ago. We view 98% occupancy as potentially full but we continue to focus on new leasing on some of these properties.

We have 11 properties representing annual rent of approximately $2.1 million with leases set to expire in 2013. We anticipate that the majority tenants will exercise their renewal options and new leases and that our occupancy will remain stable throughout the year.

During the quarter, we sold 16 properties for net sales proceeds of $26 million. For the year, we sold 41 properties for $46 million in total net sale proceeds. These sales were equally split between the sale of vacant properties and the sale of our leased properties that were sold because of the property or tenants no longer met our long-term investment objectives.

As we have discussed in the past, an important indicator of risk in the portfolio is unit level rent coverage, which is a measure of how essential our properties are to our tenants’ ability to conduct their operations and generate profit. As of December 31, 2012; the average unit level rent coverage on a TTM basis for our top end tenant and a portfolio as a whole was 2.67 and 2.69 times respectively.

This compares favourably to 2.44 and 2.49 times for the same period last year. This represents an overall improvement in the credit portfolio and is an encouraging trend. And with that, I will turn it back to Tom for some concluding remarks and Q&A.

Tom Nolan

Thank you, Pete. As I mentioned at the start of this call, these are active and exciting times in the triple-net industry and we are pleased to be playing a leadership role in this environment. We are focused on completing our proposed merger with Cole II in continuing to advance our strategic objectives of improving diversity, reducing leverage, increasing financial flexibility and growing our predictable revenue base.

In fact, all of our efforts here at Spirit from the routine day-to-day portfolio management activities to the Cole II merger are pursued with advancing needs and objectives in mind. In terms of Cole II unfortunately we weren’t able to talk in much detail about the transaction and as a result I'll ask you to focus your questions on our results. Once our definitive proxy is filed, we will be able to talk with you in greater detail about the merger.

Before I open the call up to questions, I would like to thank the team here at Spirit Realty for their hard work and dedication during this very busy and exciting time on our company's growth. I look forward to this talented team to grow our business further and create value for our shareholders.

At this point, we would be happy to take your questions regarding our earnings results. Operator, if you please take the first question.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question today comes from the line of Rich Moore with RBC Capital Markets.

Rich Moore - RBC Capital Markets

When I think about acquisitions, they were strong in the fourth quarter, quite strong and I thought they would be, what do you think you know Cole side of course, you are looking at, as you look at 2013 in terms of what is going on the acquisition front?

Tom Nolan

Well, thanks Rich, as you I guess may recall from the prior call; we’ve elected not to provide acquisition guidance going forward. I am just a believer in transacting when the risk adjusted opportunities present themselves and I don't like having objectives that make us kind of unintended results. So we are not offering in the patterns and haven't we won't be providing forecast for our acquisitions.

Having said that, I guess (inaudible) addresses we are seeing certainly cap rate compression, it appears to continue to be somewhat it's a metric where its little bit more on the investment grade and the little bit less in some of the sub investment grade and clearly the capital markets have provided a boost by declining interest rates again at five year mortgage at a 3.9% as a substantial improvement over what we would have gotten in a comparable period a year ago. So I think our impression is that the acquisition pipeline and our pipeline remains attractive and the risk adjusted opportunities remain available to us and we've got a backlog of investments that we are looking at and we can expect that we are going to continue to move forward as we have over the last quarter unless we see any kind of changes in that risk profile.

Rich Moore - RBC Capital Markets

And then the first quarter of the year is kind of a bankruptcy season if you will for certainly retailers. Are you seeing anything that troubles you from the existing portfolio front in terms of tenants that might not make it or look into the closed stores?

Tom Nolan

No, I mean I think that which is the easy answer, no. And I agree with you historically that first quarter has been the season for retailers but obviously we have a lot of tenants and we've had bankruptcies in the past and I'm certain that there will be issues in the portfolio which is really the ordinary course of business for us. But as Pete disclosed our coverage ratios continue to strengthen, and we've really had no feedback I'd say across the board from tenancy suggesting that the fourth quarter was anything other than either what's expected or modestly better.

So I think we are pleased and as you can appreciate from a budgeting standpoint we put a certain credit in a lost component into our budgeting and one of the reasons we did in the fourth quarter slightly and again it was slightly modestly was the fact that that budgeted amount of exposure did not materialize.

Rich Moore - RBC Capital Markets

And then if I could a couple of questions for Michael, the line of credit anything on that at the end of the quarter.

Michael Bender

No balance outstanding on that as of the end of December 2012.

Rich Moore - RBC Capital Markets

And then cash actually went higher which sort of surprised me, (inaudible) from the asset sales.

Michael Bender

You got it, it’s a combination of asset sales and just the timing of the acquisition.

Rich Moore - RBC Capital Markets

Okay, and then G&A interestingly was where you guys beat us, pretty substantially and that's probably just because we blew it, but I'm curious if there's anything you can talk about you are not giving guidance per se but how you are thinking about G&A for compared first quarter say compared to fourth quarter that kind of thing.

Michael Bender

Yeah, G&A for fourth quarter and I understand its difficult to look at G&A because we do (inaudible) as a result of the transactions we have noise going through that line item a lot. But G&A was a little bit off of run rate for Q4 but that's probably a pretty clean number there, caveat is with the fact that we are still slowing up a little bit on the public company cost side. We are getting ready to be to do more acquisitions and we are getting prepared for this merger.

Rich Moore - RBC Capital Markets

And last thing, accounts payable that was kind of huge, is there anything special in there.

Michael Bender

No, that’s again timing and to your point Rich because of that timing is also why the cash is a little high.

Operator

Your next question comes from the line of Rob Stevenson with (inaudible).

Unidentified Analyst

Sorry if you covered this. I had to chop off for a second, but did you talk about the Shopko Store renovation plan and where they are and how that’s going?

Tom Nolan

No. I am happy to touch on it and just to remind everybody that when we actually file our K, what we will have in the K will be the third quarter Shopko financial statements because again they are a quarter in arrears because they have a quarter end and month end month later than we do. So there the year-end is the traditional kind of retailer end of January year-end. So we're going to be disclosing in the K the third quarter and of course the fourth quarter is the one that people will be most interested and we will have that in the subsequent filing.

As to what people will see when they see the K, I think what they will see there is not much that’s unexpected in the third quarter. The renovations and retrofitting and merger related activities were ongoing. You will see a lot of noise I think in their financials relating to one-time cost associated with that, but the actual performance as it will be disclosed, I think it's going to be reasonably consistent with what they expected and again the fourth quarter will be more significant in a quarter but I think as we have said in the past, you know, their performance is pretty consistent and I think that’s what people will see.

Michael Bender

And just simply touching on the hometown conversions and looking at the unit level performance of our stores, we're happy to say that their investment thesis in acquiring the Pamida chain and converting to hometown shocked the hometown, their investment thesis is bearing out and we are seeing that come through the numbers.

Unidentified Analyst

Okay and then what about 84 Lumber, you’ve had continue to uptake in the housing market there, are you seeing any material improvement in their operating health?

Michael Bender

They have done a tremendous job Rob, and that’s long through about the coverage on the master lease as well as their corporate performance and they are doing very well.

Unidentified Analyst

Okay. And then lastly maybe you guys look forward in the potential of shares, trading upon closer though the cold deal or some of the lockups expiring etcetera. Have you guys thought more seriously about accelerating disposition to raise proceeds?

Tom Nolan

Well, I think as we mentioned in the original conference call that disclosed the merger, the company doesn’t tend to and has as part of the credit facility that they establish at the time of the merger. We have financial flexibility already and funds to decide. In the event that there was more activity recurring at the time of merger close, then perhaps we anticipated I think that will be something will be fact from circumstances driven, but the common ace is this merger does provide this company significantly improved financial health and I think that flexibility will allow us and we are confident that when again this merger comes together and no shares to begin to trade that they will be in a position to manage as effectively as we can.

Our objective, we went out and met with investors and made presentations after the announcement of the merger. We are confident and we are determined to create long term stable and investor based both institutional and retail in this company. I think we are confident that the feedback that we are getting is good and all of this will ultimately work its way through the system over the next few months.

Unidentified Analyst

Okay, and then just lastly have you guys put out ATM program in place?

Michael Bender

We have not, no.

Operator

Your next question is from the line of Alexander Goldfarb from Sandler O’Neill.

Alexander Goldfarb - Sandler O’Neill

The first question is sort of two part questions on acquisitions, but I will take the smaller one, first. Understand that the cash balance was played a little by just timing of dispositions, but how much more do you think that you guys can buy in your current balance sheet?

Michael Bender

I will say, we did 77 million in the fourth quarter and I will say there is the 100 million to 200 million in capacity on our balance sheet now looking into next year.

Tom Nolan

Obviously we have the cash as you saw that’s on our balance sheet and we have our line of credit which is totaling [wrong], so I think we are confident that we’ve got the capacity to execute the pipeline and the type of transactions that we are looking at.

Alexander Goldfarb - Sandler O’Neill

Okay, and then the second question is and we have seen it other sectors line in student housing, we’ve seen the same thing that you guys have in Cole, where there is an opportunity for public to buy private portfolios, presumably Cole is not the only one out there, there are probably others, to the extend other large portfolios come along, are you in some way in a position where we can't be bidding on them until you close Cole or you can be in active pursuit of other portfolios even before you close on the Cole deal.

Tom Nolan

Well I think realistically once you know file (inaudible) financials and set forth the merger because again this is a merger, not an acquisition, it’s a merger. I think from a practical standpoint we can go forward on a general blocking and tackling and intend to in terms of the acquisitions, but I think its probably isn't realistic to assume that there would be a major material transaction in the tendency of getting the shareholders votes and getting to closing.

Alexander Goldfarb - Sandler O’Neill

But if we just step back would you say there was a fair assessment that we were likely to see over the next few years more of these large scale private portfolios trade or would you think its more a fund or an institution that owns a set investment of properties that's looking to liquidate.

Tom Nolan

It’s hard to speculate. I do feel I mean and I've felt for a while. I felt it and I said this at the time that we went on the IPO road show that there were a lot of these asset pools out there, whether they are in a private restructure or they are in the institutional hands and that eventually I believe again particularly because I think the risk return characteristics are so positive relative to other investment and alternatives that ultimately they would be unlocked in some fashion.

I didn't know when, didn't know which one and certainly if the time that we did the IPO we didn’t expect that we would have been announcing the merger so quickly. We absolutely didn't expect that. But having said that if the opportunity presented itself and the company was in position to be able to capitalize on it and I think that's really I would like to think that's our job going forward which is wherever these opportunities are if they are attractive and if they meet our ultimate long term shareholders value creation objectives its going to be something we will take a look at, but its hard to speculate exactly where they will come from.

Alexander Goldfarb - Sandler O’Neill

It’s a great transaction and I appreciate it thanks.

Operator

(Operator Instructions) Your next question comes from the line of Joshua Barber with Stifel Nicolaus.

Joshua Barber - Stifel Nicolaus

Most of my questions have already been asked and answered, just one quick one, can you talk about the disposition that sort of you guys saw from restaurants during the quarter as well as buying a number of other restaurants. Can you just talk about what you are seeing there and what you would like to do with your portfolio on the disposition side for the next nine months, where you are seeing some opportunities and what the level is and what cap rate you are selling at today and what the trade off is in what you are buying and how that's upgrading the portfolio.

Michael Bender

Certainly Joshua, I'll take that one. We sold properties as I said about half of what we sold were vacant assets that we disposed off and some of those were restaurant properties. The other half was lease properties where we were selling because they no longer fit our investment objectives, I mean from a credit risk perspective or real estate fundamental perspective.

We anticipate that portfolio printing to continue throughout the year. We see very aggressive appetites on one-off property sales and those transaction depending on the risk characteristics of the investment are trading in the 70s on up in terms of sizing that, I don’t know that I want to put a number on there. We're going to actively manage the portfolio and look to recycle capital accretively to the extent that we can.

Joshua Barber - Stifel Nicolaus

Okay, and just a clarification on the G&A, I know somebody asked about that before but if I back up the charges in the third quarter, it looks like G&A was running just a shade under 8 million, a jump within 2 million quarter-over-quarter. What is the good non-Cole run rate to be using for the first two to three quarters of this year?

Tom Nolan

Yeah, I think Josh, if you look at fourth quarter, that’s probably a good place to start and if we weren’t increasing a little bit to fill some holes here and then in anticipation of Cole, I think that would be a good baseline.

Joshua Barber - Stifel Nicolaus

Okay, but given that there is Cole there, there is going to be some more. That's going to be sprinkled in the first half of the year?

Tom Nolan

You are right and exactly.

Operator

And as there are no further questions in the queue, I will go ahead and turn the call back over to management for any closing remarks you would like to make.

Michael Bender

I think our only closing remarks is to thank everyone for their interest in Spirit Realty and for listening to our call today and we look forward to talking to you again in the future. Thank you very much.

Operator

Ladies and gentlemen, this concludes today’s conference. Thank you for your participation. You may now disconnect. Have a great day.

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