Core Viewpoint - Stakeholder Gold Corp. has announced positive results from the VLF-EM geophysical survey conducted on its Ballarat Gold-Copper Project, indicating significant potential for gold and copper mineralization in the White Gold District of Yukon Territory, Canada [1][2]. Exploration Program - The 2024 exploration program included a ground-based VLF-EM survey on the Skye Gold Zone, grid soil sampling on the Loki Copper Zone, and a drone magnetic survey across the property [2][3]. - The VLF-EM survey was specifically aimed at aiding structural interpretation within the Skye Gold Zone, covering a total of 2.5 line-km [4][5]. Survey Results - The VLF-EM survey revealed a strong correlation between surface gold zones, interpreted structures from the magnetic survey, and low-resistivity zones, which are believed to be primary structural controls for gold mineralization [6]. - Newly defined structural targets in the Skye Gold Zone are now prioritized for drilling in 2025, with follow-up work planned for gold in soil anomalies in the East Zone, located approximately 2 km east of the Skye Gold Zone [7]. Size Potential - The Skye Gold Zone is characterized by two sub-parallel features extending 1.9 km and 1.3 km, respectively, with enhanced exploration merit for the East Zone due to revised structural interpretations [10]. - The exploration work in 2024 has confirmed the size potential for both the Skye Gold Zone and the Loki Copper Zone, which are strategically located near the planned Northern Gateway Road [10]. Future Plans - The company is considering a 2025 exploration season plan that includes up to 2,500 m of drilling, with 8-10 holes on the Skye Gold Zone and 1-2 holes on the Loki Copper Zone, along with expanded soil sampling and geophysical surveys [11]. Property Overview - The Ballarat Property encompasses 18,741 hectares and is situated in a key area of the White Gold District, adjacent to significant projects owned by major mining companies [12].

Company Operations - Stakeholder Gold Corp. has commenced operations at its third quarry in Minas Gerais, Brazil, which will produce white quartzite blocks for cutting and polishing into saleable slabs [1][2] - The quarry is expected to ramp up production quickly, with an anticipated output of 250 cubic meters per month to meet client demand [3][2] - The first test block is currently being produced and will be available for client review by mid-December [3] Production and Financial Outlook - The breakeven sales volume for the quarry is estimated at 30 cubic meters per month, while the first quarry sold approximately 130 cubic meters of blue quartzite in October 2024 [5] - The company expects to return to profitability in Q4 2024, bolstered by the opening of two new quarries, bringing the total to three operating quarries by the end of 2024 [5] - VMC sales in October 2024 reached a new high of USD 200,000, indicating a strengthening market for Brazilian dimensional stone [7] Strategic Initiatives - The cash flow generated from the quartzite business will support minimally dilutive exploration initiatives in the Yukon Territory, Canada, focusing on gold and copper [6] - The company aims to maximize prospective share price performance for shareholders through successful advancement of its exploration initiatives [6]

Core Insights - Pasithea Therapeutics has received a recommendation from the external Safety Review Committee to escalate the trial to the next dose level of 15mg capsule due to the absence of dose-limiting toxicities and rashes observed in the initial patients [1][2] - The Phase 1 clinical trial is designed to evaluate the safety, tolerability, pharmacokinetics, pharmacodynamics, and preliminary efficacy of PAS-004 in patients with advanced solid tumors driven by the MAPK pathway [2][3] - PAS-004 is differentiated from first-generation MEK inhibitors by its potential for once-daily dosing and a long half-life of approximately 70 hours, which may reduce toxicity risks [3] Company Overview - Pasithea Therapeutics is focused on developing innovative treatments for central nervous system disorders and RASopathies, with a team experienced in neuroscience, translational medicine, and drug development [4]

Core Viewpoint - Stakeholder Gold Corp. is celebrating Klondike Gold Discovery Day, highlighting the historical significance of gold discoveries in the Yukon Territory and the ongoing exploration efforts in the White Gold District [1][11]. Historical Context - The Yukon Gold Rush began on August 16, 1896, when gold was discovered on Rabbit Creek, leading to a massive influx of prospectors and the establishment of Dawson City as a booming center for gold [2][3]. - Klondike Gold Discovery Day was established as a holiday in 1911 to commemorate the gold rush and its impact on the region [3]. Current Exploration and Discoveries - The 21st century has seen a resurgence in gold exploration in the Klondike, with new hard rock sources being discovered that may exceed the estimated 16+ million ounces of placer gold previously recovered [4]. - Stakeholder Gold Corp. holds 100% ownership of an 18,741-hectare claim position in the White Gold District, focusing on the Ballarat Creek area, known for its prolific placer gold production [9][10]. - Recent exploration efforts have identified two distinct gold trends in the Skye Zone, measuring 1.9 km and 1.3 km, which are now the focus of follow-up exploration in 2024 [10]. Industry Outlook - The White Gold District is recognized as one of the largest gold area plays in Western Canada, with optimism surrounding the potential for additional hard rock gold deposits to be discovered [8]. - Stakeholder Gold Corp. aims to deliver economically significant gold discoveries in the White Gold District, with ongoing exploration initiatives designed to achieve this goal [12].

Core Insights - Aprea Therapeutics is advancing its clinical trial for ATRN-119, a macrocyclic ATR inhibitor, with the goal of generating initial human efficacy data in the second half of 2024 [1][2] - The Safety Review Committee has approved the commencement of dosing at 800 mg once daily, indicating positive progress in the trial [2][3] - Preliminary signs of clinical benefit have been observed in two patients, with stable disease reported [4] Clinical Trial Progress - The ABOYA-119 trial is a Phase 1/2a multi-center, open-label, dose-escalation study focusing on patients with advanced solid tumors and specific mutations in DDR pathways [2][6] - A total of 17 patients have been enrolled across five cohorts, with dosing levels ranging from 50 mg to 550 mg once daily [3] - An amendment for additional cohorts at 1100 mg and 1300 mg has been submitted to the FDA, aiming for a total of eight cohorts [3] Efficacy and Safety Data - Pharmacokinetic data indicate that systemic exposure increases with each dose level, with therapeutic plasma concentrations achieved at doses of 550 mg and above [2][7] - Initial efficacy data from Part 1 of the study is expected to be announced in the second half of 2024, with the completion of dose escalation anticipated by the fourth quarter of 2024 [5] - The recommended Phase 2 dose is expected to be determined in the first quarter of 2025, with enrollment for the Phase 2a cohort beginning shortly thereafter [5] Company Overview - Aprea Therapeutics is focused on precision oncology through synthetic lethality, with ATRN-119 being its lead program targeting solid tumors [8] - The company has completed all IND enabling studies for its oral WEE1 inhibitor, APR-1051, and has received FDA clearance for its IND [8]

[Report Information](index=1&type=section&id=Report%20Information) This section provides essential filing details for the Quarterly Report on Form 10-Q, including registrant status, stock information, and outstanding shares - This is a **Quarterly Report (Form 10-Q)** filed by SPIRIT REALTY CAPITAL, INC. for the quarterly period ended September 30, 2023[1](index=1&type=chunk)[2](index=2&type=chunk) - The registrant is a **Large accelerated filer** and has filed all required reports and submitted Interactive Data Files during the preceding 12 months[4](index=4&type=chunk) - As of October 30, 2023, **141,331,218 shares of common stock** were outstanding[4](index=4&type=chunk) | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :-------------------------------- | :---------------- | :---------------------------------------- | | Common stock, par value $0.05 per share | SRC | New York Stock Exchange | | 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | SRC-A | New York Stock Exchange | [Glossary](index=3&type=section&id=Glossary) This section defines key financial and operational terms used throughout the report, including debt facilities, financial measures, and rental metrics - The glossary defines **key terms** used in the report, covering debt facilities, financial measures like **AFFO** and **FFO**, and operational metrics such as **Annualized Base Rent (ABR)**[8](index=8&type=chunk)[9](index=9&type=chunk) [PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part presents the unaudited financial statements and management's discussion and analysis of the company's financial condition and results of operations [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the period ended September 30, 2023, including balance sheets, statements of operations, comprehensive income, stockholders' equity, cash flows, and detailed notes [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity as of September 30, 2023, and December 31, 2022 | Metric (in thousands) | September 30, 2023 | December 31, 2022 | Change (2023 vs 2022) | | :------------------------------------ | :------------------- | :------------------ | :-------------------- | | Total assets | $8,650,208 | $8,472,866 | +$177,342 | | Total liabilities | $4,157,415 | $3,911,550 | +$245,865 | | Total stockholders' equity | $4,492,793 | $4,561,316 | -$68,523 | | Total debt, net | $3,820,248 | $3,575,309 | +$244,939 | | Cash and cash equivalents | $134,166 | $8,770 | +$125,396 | | Real estate assets held for investment, net | $7,468,643 | $7,421,306 | +$47,337 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) This section presents the company's revenues, expenses, and net income for the three and nine months ended September 30, 2023, compared to the prior year - **Net income attributable to common stockholders decreased by 51.5%** for the three months and **12.8%** for the nine months ended September 30, 2023, compared to 2022[15](index=15&type=chunk) - **Total expenses increased significantly**, primarily due to a substantial rise in **impairments ($19.2 million vs $1.6 million for Q3, $36.1 million vs $11.1 million for 9M)** and **interest expense ($36.9 million vs $31.0 million for Q3, $105.0 million vs $84.6 million for 9M)**[15](index=15&type=chunk) | Metric (in thousands, except per share) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total revenues | $193,375 | $182,904 | $570,965 | $526,235 | | Total expenses | $158,333 | $129,305 | $447,839 | $378,773 | | Net income | $38,468 | $76,640 | $188,822 | $215,436 | | Net income attributable to common stockholders | $35,881 | $74,053 | $181,059 | $207,673 | | Basic EPS | $0.25 | $0.54 | $1.28 | $1.56 | | Diluted EPS | $0.25 | $0.54 | $1.28 | $1.56 | | Dividends declared per common share | $0.6696 | $0.6630 | $1.9956 | $1.9390 | [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the company's comprehensive income, including net income and other comprehensive income items, for the three and nine months ended September 30, 2023 - **Total comprehensive income decreased significantly**, primarily due to a lower net income attributable to common stockholders and a reduction in net reclassification of amounts from **Accumulated Other Comprehensive Income/Loss (AOCIL)** compared to the prior year[17](index=17&type=chunk) | Metric (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income attributable to common stockholders | $35,881 | $74,053 | $181,059 | $207,673 | | Net reclassification of amounts from AOCIL | $8,260 | $40,204 | $21,208 | $41,608 | | Total comprehensive income | $44,141 | $114,257 | $202,267 | $249,281 | [Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) This section details changes in the company's stockholders' equity, including common stock, accumulated deficit, and other comprehensive income, as of September 30, 2023 - **Total stockholders' equity decreased by $68.5 million** from December 31, 2022, to September 30, 2023, primarily because **dividends declared on common stock ($282.0 million)** exceeded **net income attributable to common stockholders ($181.1 million)** and other comprehensive income[19](index=19&type=chunk) | Metric (in thousands) | September 30, 2023 | December 31, 2022 | | :------------------------------------ | :------------------- | :------------------ | | Total Stockholders' Equity | $4,492,793 | $4,561,316 | | Accumulated Deficit | $(3,036,475) | $(2,931,640) | | Accumulated Other Comprehensive Income | $55,296 | $34,088 | | Common Stock Shares Outstanding | 141,331,218 | 141,231,219 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30, 2023 - **Net cash provided by operating activities increased by $34.7 million**, while **net cash used in investing activities decreased significantly by $752.5 million**, primarily due to fewer acquisitions and higher proceeds from dispositions[24](index=24&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) - **Net cash from financing activities shifted from a $755.7 million inflow in 2022 to a $46.4 million outflow in 2023**, mainly due to **no common stock issuances in 2023 (vs. $531.6 million in 2022)** and a net decrease in debt financing[24](index=24&type=chunk)[149](index=149&type=chunk) | Metric (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $373,548 | $338,885 | | Net cash used in investing activities | $(250,058) | $(1,002,541) | | Net cash (used in) provided by financing activities | $(46,422) | $755,686 | | Net increase in cash, cash equivalents and restricted cash | $77,068 | $92,030 | | Cash, cash equivalents and restricted cash, end of period | $139,021 | $109,829 | [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies, investments, debt, equity, and other financial aspects [NOTE 1. ORGANIZATION](index=12&type=section&id=NOTE%201.%20ORGANIZATION) Spirit Realty Capital, Inc. operates as a self-managed REIT, investing in single-tenant, operationally essential real estate in the U.S. through long-term, triple-net leases - The Company operates as a **self-administered and self-managed REIT**, focusing on **single-tenant, operationally essential real estate** in the U.S. with long-term, triple-net leases[29](index=29&type=chunk) - The Corporation owns approximately **99% of the Operating Partnership, Spirit Realty, L.P.**, through which its operations are primarily carried out[30](index=30&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines significant accounting policies, including GAAP accrual basis, consolidation principles, revenue recognition for rental and interest income, and policies for cash, taxes, and EPS - The Company prepares consolidated financial statements on the **accrual basis, in accordance with GAAP**, consolidating the Corporation and its wholly-owned subsidiaries, including the Operating Partnership[31](index=31&type=chunk)[32](index=32&type=chunk) - **Rental income from long-term, triple-net operating leases** is recognized on a **straight-line basis** for fixed escalators, with variable rent recognized when changes occur and tenant reimbursement revenue recognized when expenses are incurred[36](index=36&type=chunk)[37](index=37&type=chunk)[40](index=40&type=chunk) - The Corporation has elected to be taxed as a **REIT** and believes it qualifies, thus generally not subject to federal income tax[48](index=48&type=chunk) | Cash Component (in thousands) | September 30, 2023 | December 31, 2022 | | :------------------------------ | :------------------- | :------------------ | | Cash and cash equivalents | $134,166 | $8,770 | | Restricted cash: 1031 Exchange proceeds | $4,210 | $53,183 | | Restricted cash: Tenant security deposits | $645 | — | | Total cash, cash equivalents and restricted cash | $139,021 | $61,953 | [NOTE 3. INVESTMENTS](index=15&type=section&id=NOTE%203.%20INVESTMENTS) This note details the company's real estate investments, including owned properties, leases, and loans receivable, summarizing activity, rental income, lease intangibles, impairments, and credit losses - As of September 30, 2023, the Company's **gross investment in owned real estate properties totaled $9.4 billion**, geographically dispersed across **49 states**, with **Texas representing 15.7%** of the total gross investment[53](index=53&type=chunk) - The Company recorded **significant allowances for loan losses in 2023, totaling $16.7 million** for the nine months ended September 30, 2023, primarily due to changes in borrowers' financial positions[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) | Real Estate Activity (Nine Months Ended Sep 30, 2023, in thousands) | Number of Properties | Dollar Amount of Investments | | :-------------------------------------------------- | :------------------- | :--------------------------- | | Gross balance, December 31, 2022 | 2,115 | $9,183,744 | | Acquisitions/improvements | 30 | $497,876 | | Dispositions of real estate | (108) | $(250,852) | | Transfers to Held for Sale | — | — | | Impairments | — | $(19,331) | | Gross balance, September 30, 2023 | 2,037 | $9,385,094 | | Rental Income Component (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Base Cash Rent | $173,569 | $162,467 | $516,486 | $471,052 | | Variable cash rent (including reimbursables) | $6,331 | $6,479 | $18,385 | $19,713 | | Straight-line rent, net of uncollectible reserve | $8,227 | $10,875 | $26,127 | $28,465 | | Amortization of above- and below-market lease intangibles, net | $78 | $475 | $767 | $1,700 | | Total rental income | $188,205 | $180,296 | $561,765 | $520,930 | [NOTE 4. DEBT](index=18&type=section&id=NOTE%204.%20DEBT) This note summarizes the company's debt, including credit facilities, term loans, Senior Unsecured Notes, and mortgages payable, detailing interest rates, maturities, and interest expense components - As of September 30, 2023, the Company had **$1.2 billion of borrowing capacity** available under the 2019 Credit Facility with no outstanding borrowings, and **$200.0 million available** under the delayed-draw 2023 Term Loans[74](index=74&type=chunk)[76](index=76&type=chunk) | Debt Type (in thousands) | September 30, 2023 | December 31, 2022 | | :----------------------- | :------------------- | :------------------ | | Revolving credit facilities | $0 | $55,500 | | Term loans, net | $1,090,198 | $792,309 | | Senior Unsecured Notes, net | $2,725,505 | $2,722,514 | | Mortgages payable, net | $4,545 | $4,986 | | Total debt, net | $3,820,248 | $3,575,309 | | Weighted Average Effective Interest Rates (9M 2023) | 3.68% | N/A | | Debt Maturity (in thousands) | Total | | :--------------------------- | :---- | | Remainder of 2023 | $141 | | 2024 | $590 | | 2025 | $600,626 | | 2026 | $300,469 | | 2027 | $800,497 | | Thereafter | $2,152,087 | | Total | $3,854,410 | | Interest Expense Component (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :---------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revolving credit facilities | $612 | $3,550 | $4,237 | $8,520 | | Term loans | $10,857 | $2,940 | $25,589 | $2,940 | | Senior Unsecured Notes | $22,313 | $22,313 | $66,939 | $66,939 | | Mortgages payable | $65 | $73 | $201 | $225 | | Non-cash amortization (deferred financing costs, debt discount, interest rate swaps) | $3,357 | $2,495 | $9,032 | $6,690 | | Capitalized interest | $(285) | $(415) | $(1,005) | $(741) | | Total interest expense | $36,919 | $30,956 | $104,993 | $84,573 | [NOTE 5. STOCKHOLDERS' EQUITY](index=21&type=section&id=NOTE%205.%20STOCKHOLDERS%27%20EQUITY) This note details changes in stockholders' equity, including common stock activity under the 2021 ATM Program, preferred stock outstanding, and dividends declared for both common and preferred shares - As of September 30, 2023, approximately **$208.7 million of capacity remained available** under the 2021 ATM Program, with no shares sold during the nine months ended September 30, 2023[86](index=86&type=chunk) - The Company had **6.9 million shares of Series A Preferred Stock outstanding**, paying cumulative cash dividends of **6.00% per annum ($1.50 per share annually)**[87](index=87&type=chunk) | Dividend Type | Declaration Date | Dividend Per Share | Total Amount (in thousands) | | :-------------- | :--------------- | :----------------- | :-------------------------- | | Common Stock | Feb 22, 2023 | $0.6630 | $93,675 | | Common Stock | May 3, 2023 | $0.6630 | $93,700 | | Common Stock | Aug 9, 2023 | $0.6696 | $94,635 | | Preferred Stock | Feb 22, 2023 | $0.3750 | $2,588 | | Preferred Stock | May 3, 2023 | $0.3750 | $2,588 | | Preferred Stock | Aug 9, 2023 | $0.3750 | $2,587 | [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=21&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note addresses the company's legal proceedings, environmental remediation, and capital commitments, confirming no material outstanding claims or environmental liabilities as of September 30, 2023 - As of September 30, 2023, there were **no outstanding claims or litigation** expected to have a material adverse effect on the Company's financial position, results of operations, or cash flows[90](index=90&type=chunk) - The Company had **commitments totaling $138.1 million** as of September 30, 2023, with **$12.2 million for future acquisitions** and the remainder for property improvements, with **$20.6 million expected to be funded by year-end 2023**[92](index=92&type=chunk) [NOTE 7. DERIVATIVE AND HEDGING ACTIVITIES](index=22&type=section&id=NOTE%207.%20DERIVATIVE%20AND%20HEDGING%20ACTIVITIES) This note describes the company's use of interest rate derivative contracts as cash flow hedges to manage variable interest rate exposure, detailing their fair value and impact on AOCIL and operations - The Company uses **interest rate derivative contracts (swaps)** to manage interest rate risk on variable-rate debt, designating them as **cash flow hedges**[93](index=93&type=chunk) - For the nine months ended September 30, 2023, **$21.2 million was recorded in AOCIL** related to cash flow hedge derivatives, with an estimated **$28.8 million expected to be reclassified as a decrease to interest expense** in the next 12 months[97](index=97&type=chunk) | Interest Rate Swap (in thousands) | Notional Amount | Fixed Interest Rate | Maturity Date | Fair Value of Asset (Sep 30, 2023) | | :-------------------------------- | :-------------- | :------------------ | :------------ | :--------------------------------- | | Swap 1 | $300,000 | 2.501% | Aug 22, 2027 | $20,340 | | Swap 2 | $200,000 | 2.507% | Aug 22, 2027 | $13,478 | | Swap 3 | $300,000 | 2.636% | Aug 22, 2025 | $12,403 | | Swap 4 | $300,000 | 3.769% | Jun 15, 2025 | $6,090 | | Swap 5 | $200,000 | 3.590% | Jun 15, 2025 | $3,921 | | Total | $1,300,000 | | | $56,232 | [NOTE 8. FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note provides fair value measurements for the company's financial instruments, including recurring interest rate swaps and nonrecurring impaired real estate assets, along with estimated fair values of loans and debt - As of September 30, 2023, the Company held **15 properties impaired during 2023**, with fair values estimated using unobservable inputs like price per square foot from PSAs, LOIs, BOVs, or comparable properties[100](index=100&type=chunk) | Description | Fair Value (Sep 30, 2023, in thousands) | Fair Value Hierarchy Level | | :------------------------ | :-------------------------------------- | :------------------------- | | Interest rate swap assets | $56,232 | Level 2 | | Impaired properties (2023) | $38,284 | Level 3 | | Loans receivable, net | $51,747 | N/A | | Term loans, net | $1,100,705 | Level 2 | | Senior Unsecured Notes, net | $2,339,854 | Level 1 | | Mortgages payable, net | $4,229 | Level 2 | [NOTE 9. INCENTIVE AWARD PLAN](index=24&type=section&id=NOTE%209.%20INCENTIVE%20AWARD%20PLAN) This note details the company's Amended Incentive Award Plan, covering restricted share and market-based awards granted to officers, directors, and employees, including grants, valuation, and compensation expense - During the nine months ended September 30, 2023, the Company granted **139 thousand restricted shares** and **189 thousand target market-based awards**[104](index=104&type=chunk)[105](index=105&type=chunk) - **Stock-based compensation expense for the nine months ended September 30, 2023, was $15.1 million**, an increase from **$12.8 million** in the prior year[107](index=107&type=chunk) | Unamortized Stock-Based Compensation (in thousands) | September 30, 2023 | December 31, 2022 | | :-------------------------------------------------- | :------------------- | :------------------ | | Restricted share awards | $5,700 | $4,727 | | Market-based awards | $18,625 | $15,165 | | Total | $24,325 | $19,892 | [NOTE 10. INCOME PER SHARE](index=26&type=section&id=NOTE%2010.%20INCOME%20PER%20SHARE) This note reconciles the numerator and denominator for basic and diluted net income per share, computed using the two-class method - **Diluted EPS decreased from $0.54 to $0.25** for the three months and **from $1.56 to $1.28** for the nine months ended September 30, 2023, compared to the same periods in 2022[109](index=109&type=chunk) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income attributable to common stockholders used in basic and diluted income per share (in thousands) | $35,743 | $73,911 | $180,647 | $207,261 | | Basic weighted average shares of common stock outstanding | 141,124,401 | 136,314,369 | 141,094,907 | 132,835,210 | | Diluted weighted average shares of common stock outstanding | 141,149,865 | 136,314,369 | 141,103,395 | 132,965,297 | | Net income per share attributable to common stockholders - basic | $0.25 | $0.54 | $1.28 | $1.56 | | Net income per share attributable to common stockholders - diluted | $0.25 | $0.54 | $1.28 | $1.56 | [NOTE 11. SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) This note discloses a significant subsequent event: Spirit Realty Capital, Inc. entered into a Merger Agreement with Realty Income Corporation on October 29, 2023, expected to close in Q1 2024 - On October 29, 2023, **Spirit Realty Capital, Inc. entered into a Merger Agreement with Realty Income Corporation**[110](index=110&type=chunk) - **Spirit common stock will convert into 0.762 shares of Realty Income common stock**, and Spirit Series A Preferred Stock will convert into Realty Income Series A Preferred Stock with substantially similar terms[111](index=111&type=chunk) - The merger is subject to Spirit's shareholder approval and is **expected to close during the first quarter of 2024**[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of the company's financial condition and results, covering business strategy, accounting policies, liquidity, operations, and property portfolio [Special Note Regarding Forward-looking Statements](index=28&type=section&id=Special%20Note%20Regarding%20Forward-looking%20Statements) This section highlights that the report contains forward-looking statements subject to risks and uncertainties, where actual results may differ materially from predictions - The report contains **forward-looking statements** subject to numerous risks and uncertainties, and actual results may differ materially from predictions[115](index=115&type=chunk)[116](index=116&type=chunk) - **Key risks** include industry and economic conditions, financial market volatility, business strategy success, tenant financial performance, interest rate changes, access to capital markets, and maintaining REIT qualification[117](index=117&type=chunk)[118](index=118&type=chunk) [Overview](index=29&type=section&id=Overview) This section provides an overview of Spirit Realty Capital, Inc. as an internally-managed net-lease REIT, its diversified property portfolio, and operational structure - **Spirit Realty Capital, Inc. is an internally-managed net-lease REIT** focused on single-tenant, operationally essential real estate in the U.S., leased on a long-term, triple-net basis[119](index=119&type=chunk) - As of September 30, 2023, the Company owned a **diversified portfolio of 2,037 properties** operated by **338 tenants**, with in-place **Annualized Base Rent (ABR) of $690.1 million**[120](index=120&type=chunk) - The Company operates through **Spirit Realty, L.P.**, where the Corporation and a subsidiary collectively own **99% of the Operating Partnership**[121](index=121&type=chunk) [Critical Accounting Policies and Estimates](index=29&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section states that financial statement preparation requires management judgment in applying accounting policies and estimates, with no material changes during the reporting period - The preparation of financial statements requires management judgment in applying accounting policies and making estimates, with **no material changes** to these policies during the reporting periods[122](index=122&type=chunk) [Supplemental Guarantor Disclosures](index=29&type=section&id=Supplemental%20Guarantor%20Disclosures) This section notes that the Company and Operating Partnership's debt securities are guaranteed by the Company, and summarized financial information is excluded due to immaterial differences from consolidated statements - The Company and the Operating Partnership have **debt securities (Senior Unsecured Notes) guaranteed by the Company** on a senior, full, and unconditional basis[124](index=124&type=chunk) - Summarized financial information for the Company and Operating Partnership is **excluded** because their assets, liabilities, and results of operations are not materially different from the consolidated financial statements[125](index=125&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's short-term and long-term liquidity strategies, funding sources, debt instruments, maturities, cash flow changes, and REIT distribution policy - As of September 30, 2023, **available liquidity included $134.2 million in cash**, **$4.2 million in 1031 Exchange proceeds**, **$1.2 billion borrowing capacity** under the 2019 Credit Facility, and **$200.0 million** under the delayed-draw 2023 Term Loans[129](index=129&type=chunk) - Long-term capital needs are planned to be met through registered debt or equity securities, asset-level financing, and fixed-rate secured or unsecured notes and bonds[130](index=130&type=chunk) - **Net cash provided by operating activities increased by $34.7 million** for the nine months ended September 30, 2023, driven by higher cash rental revenue and interest received, partially offset by increased cash interest paid[143](index=143&type=chunk) - The Company is required to distribute **90% of its taxable income annually** to maintain REIT qualification[146](index=146&type=chunk) | Debt Type (in thousands) | Total Principal Payments Due as of Sep 30, 2023 | | :----------------------- | :---------------------------------------------- | | 2019 Credit Facility | $0 | | Term loans | $1,100,000 | | Senior Unsecured Notes | $2,750,000 | | Mortgages payable | $4,410 | | Total | $3,854,410 | [Results of Operations](index=34&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance for the three and nine months ended September 30, 2023, detailing changes in revenues, expenses, and other income, attributing them to acquisitions, dispositions, tenant credit, interest rates, and compensation - **Rental income increased by $7.9 million (QoQ) and $40.8 million (YoY)** primarily due to the net acquisition of higher-priced assets[150](index=150&type=chunk)[152](index=152&type=chunk) - **Impairments significantly increased to $19.3 million (QoQ) and $36.1 million (YoY)**, driven by an increased focus on accretive capital recycling and higher allowances for credit losses on loans receivable[150](index=150&type=chunk)[159](index=159&type=chunk) - **General and administrative expenses increased by $2.6 million** for the nine months ended September 30, 2023, mainly due to higher compensation expenses from non-cash compensation and internal promotions[162](index=162&type=chunk) | Metric (in thousands) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------------ | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Total Revenues | $193,375 | $182,904 | $570,965 | $526,235 | | Total Expenses | $158,333 | $129,305 | $447,839 | $378,773 | | Net Income | $38,468 | $76,640 | $188,822 | $215,436 | | Gain on disposition of assets | $3,661 | $23,302 | $66,450 | $63,107 | | Impairments | $19,258 | $1,571 | $36,052 | $11,096 | | Interest Expense | $36,919 | $30,956 | $104,993 | $84,573 | [Property Portfolio Information](index=38&type=section&id=Property%20Portfolio%20Information) This section provides detailed property portfolio information, including diversification by tenant, lease expirations, geographic concentration, asset type, tenant industry, occupancy rate, and weighted average remaining lease term | Metric | Value | | :-------------------- | :---- | | Properties | 2,037 | | Occupancy | 99.6% | | States | 49 | | Tenants | 338 | | Tenant Industries | 37 | | Weighted average remaining non-cancellable initial term of leases (based on ABR) | 10.2 years | | Top Tenant Concepts (as of Sep 30, 2023) | Percent of ABR | | :--------------------------------------- | :------------- | | Life Time Fitness | 4.3% | | Invited Clubs | 3.1% | | BJ's Wholesale Club | 2.3% | | At Home | 2.1% | | Dave & Buster's / Main Event | 1.9% | | Church's Chicken | 1.9% | | Dollar Tree / Family Dollar | 1.9% | | Circle K / Clean Freak | 1.8% | | Home Depot | 1.7% | | GPM | 1.5% | | Lease Expirations (as of Sep 30, 2023) | Number of Properties | Percent of ABR | | :------------------------------------- | :------------------- | :------------- | | Remainder of 2023 | 4 | 0.2% | | 2024 | 32 | 1.7% | | 2025 | 51 | 3.1% | | 2026 | 111 | 6.2% | | 2027 | 146 | 8.1% | | Thereafter | 883 | 52.0% | | Geographic Concentration (as of Sep 30, 2023) | Percent of ABR | | :-------------------------------------------- | :------------- | | Texas | 15.3% | | Florida | 6.6% | | Ohio | 6.5% | | Georgia | 5.9% | | Michigan | 4.3% | | Tennessee | 3.8% | | California | 3.7% | | Indiana | 3.3% | | Illinois | 2.9% | | North Carolina | 2.7% | | Asset Type / Tenant Industry (as of Sep 30, 2023) | Percent of ABR | | :------------------------------------------------ | :------------- | | Retail (Total) | 64.5% | | Health & Fitness | 7.6% | | Convenience Stores | 5.0% | | Car Washes | 4.6% | | Quick Service Restaurants | 4.3% | | Non-Retail (Total) | 35.5% | | Distribution | 11.6% | | Manufacturing | 11.3% | | Industrial Outdoor Storage | 3.1% | | Country Club | 3.1% | [Off-Balance Sheet Arrangements](index=40&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the company did not have any material off-balance sheet arrangements as of September 30, 2023 - As of September 30, 2023, the Company did not have any **material off-balance sheet arrangements**[172](index=172&type=chunk) [New Accounting Pronouncements](index=40&type=section&id=New%20Accounting%20Pronouncements) This section states that there were no new accounting pronouncements during the reporting period - There were **no new accounting pronouncements** during the period[173](index=173&type=chunk) [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures like FFO, AFFO, and Adjusted Debt, providing supplemental insights into operating performance and financial condition - **FFO (Funds From Operations)** is calculated as net income attributable to common stockholders, excluding real estate-related depreciation and amortization, impairment charges, and net gains/losses from property dispositions[174](index=174&type=chunk) - **AFFO (Adjusted Funds From Operations)** further adjusts FFO for items not indicative of core operating performance, such as non-cash interest expenses, non-cash revenues, and non-cash compensation expense[175](index=175&type=chunk) | Non-GAAP Metric (in thousands, except per share) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :------------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | FFO attributable to common stockholders | $130,701 | $126,777 | $386,752 | $371,837 | | AFFO attributable to common stockholders | $131,001 | $122,785 | $385,170 | $357,156 | | FFO per share of common stock - Diluted | $0.92 | $0.93 | $2.74 | $2.79 | | AFFO per share of common stock - Diluted | $0.93 | $0.90 | $2.73 | $2.68 | | Debt Metric (in thousands) | September 30, 2023 | September 30, 2022 | | :------------------------- | :------------------- | :------------------- | | Adjusted Debt | $3,716,034 | $3,445,130 | | Adjusted Debt / Annualized Adjusted EBITDAre | 5.2 x | 5.2 x | | Annualized Adjusted EBITDAre | $708,220 | $665,044 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to financial market risks, primarily interest rate risk, and mitigation strategies like long-term leases and interest rate swaps - The Company is exposed to **interest rate risk**, which can significantly influence operating results, particularly the difference between revenue from assets and interest expense on borrowings[184](index=184&type=chunk)[185](index=185&type=chunk) - As of September 30, 2023, **$2.8 billion of indebtedness was fixed-rate** (Senior Unsecured Notes and mortgages payable) with a **weighted average stated interest rate of 3.25%**[186](index=186&type=chunk) - **$1.1 billion of indebtedness was variable-rate** (2022 and 2023 Term Loans), but interest rate swaps resulted in an **effective weighted average fixed rate of 3.86%**[186](index=186&type=chunk) | Debt Instrument (in thousands) | Carrying Value (Sep 30, 2023) | Estimated Fair Value (Sep 30, 2023) | | :----------------------------- | :------------------------------ | :---------------------------------- | | 2019 Credit Facility | $0 | $0 | | Term loans, net | $1,090,198 | $1,100,705 | | Senior Unsecured Notes, net | $2,725,505 | $2,339,854 | | Mortgages payable, net | $4,545 | $4,229 | [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting, concluding they were effective with no material changes - The Company's **disclosure controls and procedures were evaluated and deemed effective** as of September 30, 2023[189](index=189&type=chunk) - There were **no material changes to the Company's internal control over financial reporting** during the quarter ended September 30, 2023[190](index=190&type=chunk) [PART II — OTHER INFORMATION](index=46&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This part covers various other information, including legal proceedings, risk factors, equity sales, defaults, mine safety, other disclosures, and a list of exhibits [Item 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR Commission file number 001-36004 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 2727 North Harwood Str ...

[Glossary](index=3&type=section&id=Glossary) This section defines key financial terms and non-GAAP measures, clarifying their calculation and purpose - The glossary defines **key financial terms and non-GAAP measures**, providing clarity on their calculation and purpose[8](index=8&type=chunk)[9](index=9&type=chunk) [PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part presents unaudited consolidated financial statements and management's discussion of financial condition and operations [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents unaudited consolidated financial statements, including balance sheets, income, equity, and cash flows, with detailed notes [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Consolidated Balance Sheets (Thousands) | Metric | March 31, 2023 (Thousands) | December 31, 2022 (Thousands) | | :--------------------------------- | :-------------------------- | :--------------------------- | | Total assets | $8,481,696 | $8,472,866 | | Total liabilities | $3,927,797 | $3,911,550 | | Total stockholders' equity | $4,553,899 | $4,561,316 | - **Total assets increased by $8.8 million**, while **total liabilities increased by $16.2 million**, leading to a **decrease in total stockholders' equity by $7.4 million** from December 31, 2022, to March 31, 2023[13](index=13&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net income over specific periods Consolidated Statements of Operations (Thousands) | Metric | Three Months Ended March 31, 2023 (Thousands) | Three Months Ended March 31, 2022 (Thousands) | | :----------------------------------- | :------------------------------------------ | :------------------------------------------ | | Total revenues | $188,289 | $168,396 | | Total expenses | $141,080 | $118,552 | | Income before income tax expense | $96,396 | $56,228 | | Net income | $96,173 | $56,056 | | Net income attributable to common stockholders | $93,585 | $53,468 | | Basic EPS | $0.66 | $0.42 | | Diluted EPS | $0.66 | $0.42 | - **Net income attributable to common stockholders increased by $40.1 million (75%)** from **$53.5 million in Q1 2022 to $93.6 million in Q1 2023**, primarily due to a substantial gain on disposition of assets[15](index=15&type=chunk) [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the total comprehensive income, including net income and other comprehensive income items Consolidated Statements of Comprehensive Income (Thousands) | Metric | Three Months Ended March 31, 2023 (Thousands) | Three Months Ended March 31, 2022 (Thousands) | | :----------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net income attributable to common stockholders | $93,585 | $53,468 | | Net reclassification of amounts (to) from AOCIL | $(10,586) | $702 | | Total comprehensive income | $82,999 | $54,170 | - **Total comprehensive income increased by $28.8 million (53.2%)** year-over-year, despite a significant net reclassification of amounts to AOCIL in Q1 2023 compared to a reclassification from AOCIL in Q1 2022[17](index=17&type=chunk) [Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) This section details changes in equity from net income, dividends, and other comprehensive income Consolidated Statements of Stockholders' Equity (Thousands) | Metric | Balance, December 31, 2022 (Thousands) | Balance, March 31, 2023 (Thousands) | | :----------------------------------- | :----------------------------------- | :---------------------------------- | | Total Stockholders' Equity | $4,561,316 | $4,553,899 | | Net income | - | $96,173 | | Dividends declared on common stock | - | $(93,675) | | Other comprehensive loss | - | $(10,586) | - **Total stockholders' equity decreased by $7.4 million** from December 31, 2022, to March 31, 2023, primarily due to common stock dividends and other comprehensive loss, partially offset by net income and stock-based compensation[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows (Thousands) | Cash Flow Activity | Three Months Ended March 31, 2023 (Thousands) | Three Months Ended March 31, 2022 (Thousands) | | :----------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net cash provided by operating activities | $101,691 | $78,271 | | Net cash used in investing activities | $(89,974) | $(499,550) | | Net cash (used) provided by financing activities | $(55,172) | $430,056 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(43,455) | $8,777 | - **Net cash provided by operating activities increased by $23.4 million** year-over-year[22](index=22&type=chunk) - **Net cash used in investing activities decreased significantly by $409.6 million**, primarily due to fewer real estate acquisitions[22](index=22&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk) - **Net cash from financing activities shifted from a $430.1 million inflow in Q1 2022 to a $55.2 million outflow in Q1 2023**, mainly due to reduced borrowings and stock issuances[22](index=22&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk) [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations of accounting policies, significant transactions, and financial instrument disclosures [NOTE 1. ORGANIZATION](index=11&type=section&id=NOTE%201.%20ORGANIZATION) This note describes the company's business as a self-administered, self-managed REIT investing in single-tenant real estate - Spirit Realty Capital, Inc. operates as a **self-administered and self-managed REIT**, investing in single-tenant, operationally essential real estate across the U.S. on a long-term, triple-net basis[27](index=27&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's accounting principles, including GAAP compliance, consolidation, and revenue recognition policies - Financial statements are prepared in accordance with **GAAP**, with detailed revenue recognition policies for rental income and interest income on loans receivable[29](index=29&type=chunk)[30](index=30&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) Cash, Cash Equivalents and Restricted Cash (Thousands) | Category | March 31, 2023 | December 31, 2022 | | :----------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $4,871 | $8,770 | | Restricted cash (1031 Exchange proceeds) | $12,983 | $53,183 | | Total cash, cash equivalents and restricted cash | $18,498 | $61,953 | [NOTE 3. INVESTMENTS](index=14&type=section&id=NOTE%203.%20INVESTMENTS) This note details the company's real estate investments, including acquisitions, dispositions, and rental income components - As of March 31, 2023, the Company's **gross investment in owned real estate properties totaled $9.3 billion**, diversified across 49 states, with Texas exceeding 10%[51](index=51&type=chunk) Real Estate Activity (Three Months Ended March 31, 2023) (Thousands) | Activity | Number of Properties | Dollar Amount of Investments | | :----------------------------------- | :------------------- | :--------------------------- | | Gross balance, December 31, 2022 | 2,115 | $9,183,744 | | Acquisitions/improvements | 7 | $206,143 | | Dispositions of real estate | (39) | $(115,104) | | Gross balance, March 31, 2023 | 2,083 | $9,262,434 | Rental Income Components (Three Months Ended March 31) (Thousands) | Component | 2023 | 2022 | | :----------------------------------- | :---------- | :---------- | | Base Cash Rent | $171,230 | $150,635 | | Variable cash rent (incl. reimbursables) | $5,795 | $7,218 | | Straight-line rent, net | $9,920 | $8,575 | | Amortization of above-/below-market lease intangibles, net | $349 | $647 | | Total rental income | $187,294 | $167,075 | - The Company recorded **$5.3 million in total impairment loss for Q1 2023**, significantly higher than **$0.1 million in Q1 2022**, primarily due to real estate asset impairment and increased allowance for credit losses[62](index=62&type=chunk) [NOTE 4. DEBT](index=17&type=section&id=NOTE%204.%20DEBT) This note details the company's debt structure, including revolving credit facilities, term loans, and senior unsecured notes Total Debt, Net (Thousands) | Metric | March 31, 2023 | December 31, 2022 | | :----------------------------------- | :------------- | :---------------- | | Revolving credit facilities | $98,000 | $55,500 | | Term loans, net | $792,813 | $792,309 | | Senior Unsecured Notes, net | $2,723,503 | $2,722,514 | | Mortgages payable, net | $4,841 | $4,986 | | Total debt, net | $3,619,157 | $3,575,309 | - **Total debt, net, increased by $43.8 million** from December 31, 2022, to March 31, 2023, primarily due to an increase in revolving credit facilities[13](index=13&type=chunk)[63](index=63&type=chunk) Interest Expense Components (Three Months Ended March 31) (Thousands) | Component | 2023 | 2022 | | :----------------------------------- | :---------- | :---------- | | Revolving credit facilities | $1,839 | $1,822 | | Term loans | $7,006 | — | | Senior Unsecured Notes | $22,313 | $22,313 | | Mortgages payable | $69 | $77 | | Non-cash amortization | $2,770 | $1,937 | | Capitalized interest | $(460) | $(126) | | Total interest expense | $33,547 | $26,023 | - **Total interest expense increased by $7.5 million (28.9%)** year-over-year, largely due to interest on new term loans and higher non-cash amortization[80](index=80&type=chunk) [NOTE 5. STOCKHOLDERS' EQUITY](index=19&type=section&id=NOTE%205.%20STOCKHOLDERS'%20EQUITY) This note details the company's equity structure, including preferred stock, common stock, and dividend declarations - As of March 31, 2023, the Company had **6.9 million shares of Series A Preferred Stock outstanding**, paying cumulative cash dividends of **6.00% per annum ($1.50 per share annually)**[83](index=83&type=chunk) Dividends Declared (Three Months Ended March 31, 2023) (Thousands) | Stock Type | Dividend Per Share | Total Amount | | :----------------------------------- | :----------------- | :----------- | | Common Stock | $0.663 | $93,675 | | Preferred Stock | $0.375 | $2,588 | [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's financial commitments for acquisitions and improvements, and contingent liabilities - As of March 31, 2023, the Company had **commitments totaling $132.7 million**, with **$9.8 million for future acquisitions** and the remainder for property improvements[88](index=88&type=chunk) - The Company **reversed a $5.7 million accrual** related to a contingent liability for tenant debt in Q1 2022, as no payments were made and the debt matured[85](index=85&type=chunk) [NOTE 7. DERIVATIVE AND HEDGING ACTIVITIES](index=21&type=section&id=NOTE%207.%20DERIVATIVE%20AND%20HEDGING%20ACTIVITIES) This note describes the company's use of interest rate derivatives as cash flow hedges to manage variable interest rate exposure - The Company uses **interest rate derivative contracts as cash flow hedges** to manage exposure to variable interest rates, recording changes in fair value in AOCIL[89](index=89&type=chunk) Interest Rate Swap Fair Value (March 31, 2023) (Thousands) | Notional Amount | Fixed Interest Rate | Maturity Date | Fair Value of Asset (Liability) | | :---------------- | :------------------ | :------------ | :------------------------------ | | $300,000 | 2.501% | August 22, 2027 | $10,708 | | $200,000 | 2.507% | August 22, 2027 | $7,075 | | $300,000 | 2.636% | August 22, 2025 | $8,185 | | $300,000 | 3.769% | June 15, 2025 | $172 | | $200,000 | 3.590% | June 15, 2025 | $(299) | | Total | | | $25,841 | - Approximately **$2.3 million is estimated to be reclassified as an increase to interest expense** related to terminated hedges, and **$18.3 million as a decrease to interest expense** related to cash flow hedge derivatives over the next 12 months[93](index=93&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=22&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the methodologies used to measure the fair value of financial instruments and other assets - **Interest rate swaps are measured at fair value** using market observable inputs (Level 2), while nonrecurring fair value measurements for impaired assets use PSAs, LOIs, BOVs, or discounted cash flows (Level 3)[94](index=94&type=chunk)[95](index=95&type=chunk) Estimated Fair Value of Financial Instruments (Thousands) | Instrument | Carrying Value (March 31, 2023) | Estimated Fair Value (March 31, 2023) | | :----------------------------------- | :------------------------------ | :------------------------------------ | | Loans receivable, net | $56,270 | $57,821 | | 2019 Credit Facility | $98,000 | $97,999 | | 2022 Term Loans, net | $792,813 | $801,667 | | Senior Unsecured Notes, net | $2,723,503 | $2,390,320 | | Mortgages payable, net | $4,841 | $4,650 | [NOTE 9. INCENTIVE AWARD PLAN](index=23&type=section&id=NOTE%209.%20INCENTIVE%20AWARD%20PLAN) This note details the company's stock-based compensation plans, including restricted shares and market-based awards - The Company granted **103 thousand restricted shares and 189 thousand target market-based awards** in Q1 2023[99](index=99&type=chunk)[100](index=100&type=chunk)[102](index=102&type=chunk) - **Stock-based compensation expense for Q1 2023 was $5.2 million**, up from **$4.0 million in Q1 2022**[99](index=99&type=chunk)[100](index=100&type=chunk)[102](index=102&type=chunk) Unamortized Stock-based Compensation Expense (Thousands) | Award Type | March 31, 2023 | December 31, 2022 | | :----------------------------------- | :------------- | :---------------- | | Restricted share awards | $6,940 | $4,727 | | Market-based awards | $25,959 | $15,165 | | Total unamortized stock-based compensation expense | $32,899 | $19,892 | [NOTE 10. INCOME PER SHARE](index=24&type=section&id=NOTE%2010.%20INCOME%20PER%20SHARE) This note provides a breakdown of basic and diluted net income per share attributable to common stockholders Net Income Per Share Attributable to Common Stockholders (Three Months Ended March 31) | Metric | 2023 | 2022 | | :----------------------------------- | :---------- | :---------- | | Net income attributable to common stockholders used in basic and diluted income per share | $93,446 | $53,337 | | Basic weighted average shares of common stock outstanding | 141,055,850 | 127,951,825 | | Diluted weighted average shares of common stock outstanding | 141,055,850 | 128,360,431 | | Net income per share - Basic | $0.66 | $0.42 | | Net income per share - Diluted | $0.66 | $0.42 | - **Basic and diluted EPS increased from $0.42 in Q1 2022 to $0.66 in Q1 2023**, reflecting higher net income despite an increase in weighted average shares outstanding[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, liquidity, capital resources, and results of operations [Special Note Regarding Forward-looking Statements](index=25&type=section&id=Special%20Note%20Regarding%20Forward-looking%20Statements) This section highlights that the report contains forward-looking statements subject to various risks and uncertainties - The report contains **forward-looking statements** subject to numerous risks and uncertainties, including industry conditions, market volatility, and business strategy implementation[105](index=105&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) [Overview](index=26&type=section&id=Overview) This section provides a high-level summary of the company's business model and portfolio characteristics - Spirit Realty Capital, Inc. is an **internally-managed net-lease REIT**, investing in single-tenant, operationally essential real estate across the U.S.[109](index=109&type=chunk)[110](index=110&type=chunk) - As of March 31, 2023, the Company owned **2,083 properties with 347 tenants** and an in-place **Annualized Base Rent (ABR) of $689.1 million**[109](index=109&type=chunk)[110](index=110&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) This section outlines the company's short-term and long-term liquidity strategies, detailing credit facilities and debt instruments - As of March 31, 2023, **available liquidity included $4.9 million in cash**, **$13.0 million in 1031 Exchange proceeds**, **$1.1 billion of borrowing capacity** under the 2019 Credit Facility, and **$500.0 million under the 2023 Term Loans**[119](index=119&type=chunk) - Long-term capital needs are planned to be met by issuing **registered debt or equity securities**, obtaining asset-level financing, and issuing fixed-rate secured or unsecured notes and bonds[120](index=120&type=chunk) Debt Maturities as of March 31, 2023 (Thousands) | Debt Type | Total Outstanding | Remainder of 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | | :----------------------------------- | :---------------- | :---------------- | :--- | :--- | :--- | :--- | :--------- | | 2019 Credit Facility | $98,000 | $0 | $0 | $0 | $98,000 | $0 | $0 | | Term loans | $800,000 | $0 | $0 | $300,000 | $0 | $500,000 | $0 | | Senior Unsecured Notes | $2,750,000 | $0 | $0 | $0 | $300,000 | $300,000 | $2,150,000 | | Mortgages payable | $4,689 | $420 | $590 | $626 | $469 | $497 | $2,087 | | **Total** | **$3,652,689** | **$420** | **$590** | **$300,626** | **$398,469** | **$800,497** | **$2,152,087** | [Cash Flows](index=29&type=section&id=Cash%20Flows) This section analyzes the company's cash flow changes from operating, investing, and financing activities Summary of Cash Flows (Three Months Ended March 31) (Thousands) | Cash Flow Activity | 2023 | 2022 | Change | | :----------------------------------- | :---------- | :---------- | :---------- | | Net cash provided by operating activities | $101,691 | $78,271 | $23,420 | | Net cash used in investing activities | $(89,974) | $(499,550) | $409,576 | | Net cash (used) provided by financing activities | $(55,172) | $430,056 | $(485,228) | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(43,455) | $8,777 | $(52,232) | - The increase in operating cash flows was driven by a **$20.2 million net increase in cash rental revenue** from net acquisitions, partially offset by a **$9.8 million increase in cash interest paid** due to higher interest rates and debt structure changes[135](index=135&type=chunk)[136](index=136&type=chunk) - **Investing cash outflows decreased by $306.1 million** due to fewer property acquisitions (7 in Q1 2023 vs. 41 in Q1 2022)[137](index=137&type=chunk) - **Financing cash flows decreased by $485.2 million**, primarily due to reduced borrowings and no common stock issuances in 2023 compared to 2022[137](index=137&type=chunk) [Distribution Policy](index=30&type=section&id=Distribution%20Policy) This section outlines the company's policy for distributing taxable income to stockholders as a REIT - As a REIT, the Company is required to **distribute at least 90% of its taxable income** annually to stockholders to maintain federal income tax qualification[139](index=139&type=chunk) - Distributions are at the **sole discretion of the Board of Directors**, dependent on operations, FFO, liquidity, cash flows, debt service, capital expenditures, and REIT requirements[141](index=141&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section compares revenues, expenses, and other income for Q1 2023 versus Q1 2022, highlighting key drivers of change Consolidated Statements of Operations (Three Months Ended March 31) (Thousands) | Metric | 2023 | 2022 | Increase / (Decrease) | | :----------------------------------- | :---------- | :---------- | :-------------------- | | Total revenues | $188,289 | $168,396 | $19,893 | | Total expenses | $141,080 | $118,552 | $22,528 | | Total other income | $49,187 | $6,384 | $42,803 | | Net income | $96,173 | $56,056 | $40,117 | - **Rental income increased by $20.2 million**, primarily driven by net acquisitions of 138 properties with **$78.3 million in annual in-place rent** over the trailing twelve months[145](index=145&type=chunk) - **Interest expense increased by $7.5 million** due to higher total debt and rising market interest rates, with the **weighted average stated interest rate increasing from 2.92% to 3.36%** year-over-year[154](index=154&type=chunk) - **Gain on disposition of assets increased significantly by $48.3 million**, from **$0.9 million in Q1 2022 to $49.2 million in Q1 2023**, due to increased disposition volume of occupied properties[151](index=151&type=chunk) [Property Portfolio Information](index=35&type=section&id=Property%20Portfolio%20Information) This section details the company's property portfolio, including diversification by tenant, lease expirations, and geographic concentration - As of March 31, 2023, the portfolio comprised **2,083 properties with 99.8% occupancy**, spread across 49 states and 347 tenant industries, with a **weighted average remaining lease term of 10.4 years**[156](index=156&type=chunk)[159](index=159&type=chunk) Top Tenant Concentration by ABR (March 31, 2023) | Tenant Concept | Percent of ABR | | :----------------------------------- | :------------- | | Life Time Fitness | 4.3% | | Invited Clubs | 2.7% | | BJ's Wholesale Club | 2.3% | | At Home | 2.1% | | Church's Chicken | 1.9% | | Dave & Buster's / Main Event | 1.9% | | Circle K / Clean Freak | 1.9% | | Dollar Tree / Family Dollar | 1.9% | | Home Depot | 1.7% | | GPM | 1.5% | | Other (no individual tenant > 1.5%) | 77.8% | Geographic Concentration by ABR (Top 5 States, March 31, 2023) | Location | Percent of ABR | | :----------------------------------- | :------------- | | Texas | 14.6% | | Florida | 7.6% | | Ohio | 6.6% | | Georgia | 5.9% | | Michigan | 4.3% | Asset Type and Tenant Industry Concentration by ABR (March 31, 2023) | Asset Type | Tenant Industry / Underlying Use | Percent of ABR | | :----------------------------------- | :------------------------------- | :------------- | | Retail | | 67.0% | | | Health & Fitness | 7.9% | | | Convenience Stores | 5.3% | | | Quick Service Restaurants | 4.6% | | | Car Washes | 4.6% | | Non-Retail | | 33.0% | | | Distribution | 11.2% | | | Manufacturing | 10.6% | | | Office | 3.0% | [Off-Balance Sheet Arrangements](index=37&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any material off-balance sheet arrangements as of the reporting date - As of March 31, 2023, the Company did not have any **material off-balance sheet arrangements**[163](index=163&type=chunk) [New Accounting Pronouncements](index=37&type=section&id=New%20Accounting%20Pronouncements) This section reports that there were no new material accounting pronouncements during the reporting period - There were **no new material accounting pronouncements** during the period[164](index=164&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles key non-GAAP financial measures, providing insights into operating performance and financial leverage FFO and AFFO Attributable to Common Stockholders (Thousands, except per share data) | Metric | 2023 | 2022 | | :----------------------------------- | :---------- | :---------- | | FFO attributable to common stockholders | $127,722 | $121,683 | | AFFO attributable to common stockholders | $126,036 | $113,287 | | FFO per share of common stock - Diluted | $0.90 | $0.95 | | AFFO per share of common stock - Diluted | $0.89 | $0.88 | - **FFO attributable to common stockholders increased by $6.0 million (4.9%)** year-over-year, while **AFFO increased by $12.7 million (11.2%)**[173](index=173&type=chunk) - **Diluted FFO per share decreased from $0.95 to $0.90**, and **diluted AFFO per share increased from $0.88 to $0.89**[173](index=173&type=chunk) Adjusted Debt and Annualized Adjusted EBITDAre (Thousands) | Metric | March 31, 2023 | March 31, 2022 | | :----------------------------------- | :------------- | :------------- | | Adjusted Debt | $3,634,835 | $3,248,145 | | Adjusted EBITDAre | $171,723 | $155,321 | | Annualized Adjusted EBITDAre | $684,944 | $620,432 | | Adjusted Debt / Annualized Adjusted EBITDAre | 5.3x | 5.2x | - **Adjusted Debt increased by $386.7 million**, and **Annualized Adjusted EBITDAre increased by $64.5 million** year-over-year[174](index=174&type=chunk) - The **Adjusted Debt to Annualized Adjusted EBITDAre ratio slightly increased from 5.2x to 5.3x**[174](index=174&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to financial market risks, primarily interest rate risk, and mitigation strategies - As of March 31, 2023, **$2.8 billion of indebtedness was fixed-rate** (Senior Unsecured Notes and mortgages payable) with a **weighted average stated interest rate of 3.25%**[177](index=177&type=chunk) - **$800.0 million of variable-rate 2022 Term Loans were effectively fixed at 3.50%** through interest rate swaps[177](index=177&type=chunk)[178](index=178&type=chunk) - The remaining **$98.0 million under the 2019 Credit Facility was variable-rate**, with a **100 basis point increase in 1-month SOFR impacting annual interest expense by $1.0 million**[177](index=177&type=chunk)[178](index=178&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control - Management concluded that the design and operation of **disclosure controls and procedures were effective** as of March 31, 2023[180](index=180&type=chunk) - There were **no material changes to internal control over financial reporting** during the quarter ended March 31, 2023[181](index=181&type=chunk) [PART II — OTHER INFORMATION](index=43&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, and other miscellaneous information [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) This section states that the company is not currently involved in any material legal proceedings - The Company is **not a party to any legal proceedings** expected to have a material adverse effect on its business, financial condition, or results of operations[183](index=183&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section confirms no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K - **No material changes to the risk factors** as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022[184](index=184&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section indicates no unregistered sales of equity securities or use of proceeds to report - None to report[185](index=185&type=chunk) [Item 3. Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section reports no defaults upon senior securities - None to report[186](index=186&type=chunk) [Item 4. Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states no mine safety disclosures to report - None to report[187](index=187&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) This section indicates no other information to report - None to report[188](index=188&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including organizational documents and certifications - The report includes various exhibits such as Articles of Restatement, Bylaws, Preferred Stock designations, award notices, and **certifications from the CEO and CFO**[189](index=189&type=chunk) [Signatures](index=45&type=section&id=Signatures) This section contains the official signatures certifying the filing of the quarterly report - The report was signed by **Prakash J. Parag, Senior Vice President and Chief Accounting Officer** of Spirit Realty Capital, Inc. on May 3, 2023[192](index=192&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36004 SPIRIT REALTY CAPITAL, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organi ...

[Glossary](index=3&type=section&id=Glossary) The glossary provides definitions for key terms and financial measures used throughout the report - The glossary provides definitions for key terms and financial measures used throughout the report, including various debt instruments (e.g., 2019 Credit Facility, Senior Unsecured Notes), equity programs (e.g., ATM Programs), and non-GAAP financial measures (e.g., Adjusted Debt, AFFO, EBITDAre, FFO)[8](index=8&type=chunk)[9](index=9&type=chunk) [PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents the company's unaudited consolidated financial statements, management's discussion and analysis, and disclosures on market risk and internal controls [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income, stockholders' equity, and cash flows, along with detailed notes [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity at specific points in time | Metric | September 30, 2022 (Thousands) | December 31, 2021 (Thousands) | Change (Thousands) | | :--------------------------------- | :----------------------------- | :---------------------------- | :----------------- | | Total assets | $8,341,510 | $7,330,870 | +$1,010,640 | | Total liabilities | $3,820,720 | $3,331,071 | +$489,649 | | Total stockholders' equity | $4,520,790 | $3,999,799 | +$520,991 | - Total assets increased by **over $1 billion**, primarily driven by an increase in real estate assets held for investment, net, from **$6,445,527 thousand** to **$7,258,538 thousand**, and a significant increase in cash and cash equivalents from **$17,799 thousand** to **$109,829 thousand**[13](index=13&type=chunk) - Total debt, net, increased from **$3,012,592 thousand** to **$3,518,455 thousand**, mainly due to new term loans of **$791,791 thousand**, partially offset by a decrease in revolving credit facilities[13](index=13&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, net income, and earnings per share over specific periods | Metric (Thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :----------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total revenues | $182,904 | $152,568 | $526,235 | $452,335 | | Total expenses | $129,305 | $111,900 | $378,773 | $335,151 | | Net income | $76,640 | $40,878 | $215,436 | $127,333 | | Net income per share attributable to common stockholders - Basic | $0.54 | $0.32 | $1.56 | $1.02 | | Dividends declared per common share issued | $0.6630 | $0.6380 | $1.9390 | $1.8880 | - Net income attributable to common stockholders significantly increased for both the three and nine months ended September 30, 2022, primarily driven by higher rental income and substantial gains on disposition of assets[15](index=15&type=chunk) - Basic net income per share attributable to common stockholders rose from **$0.32** to **$0.54** for the three-month period and from **$1.02** to **$1.56** for the nine-month period year-over-year[15](index=15&type=chunk) [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the company's net income and other comprehensive income components, reflecting total changes in equity from non-owner sources | Metric (Thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income attributable to common stockholders | $74,053 | $38,291 | $207,673 | $119,570 | | Net reclassification of amounts from AOCIL | $40,204 | $702 | $41,608 | $2,106 | | Total comprehensive income | $114,257 | $38,993 | $249,281 | $121,676 | - Total comprehensive income saw a substantial increase, particularly for the three months ended September 30, 2022, largely due to a significant net reclassification of amounts from Accumulated Other Comprehensive Income (Loss) (AOCIL) of **$40,204 thousand**, compared to **$702 thousand** in the prior year[17](index=17&type=chunk) [Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) This section outlines changes in the company's equity accounts, including common stock, capital in excess of par value, accumulated deficit, and comprehensive income | Metric (Thousands) | September 30, 2022 | December 31, 2021 | | :------------------------------------ | :----------------- | :---------------- | | Total Stockholders' Equity | $4,520,790 | $3,999,799 | | Common Stock Shares Outstanding | 139,661,826 | 127,699,235 | | Capital in Excess of Common Stock Par Value | $7,217,245 | $6,673,440 | | Accumulated Deficit | $(2,905,376) | $(2,840,356) | | Accumulated Other Comprehensive Income (Loss) | $35,761 | $(5,847) | - Total stockholders' equity increased by **$520,991 thousand** from December 31, 2021, to September 30, 2022, primarily driven by net income, issuance of common stock, and a positive shift in accumulated other comprehensive income[13](index=13&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - The number of common shares outstanding increased from **127,699,235** to **139,661,826**, contributing to an increase in capital in excess of common stock par value by **$543,805 thousand**[13](index=13&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) [Consolidated Statements of Cash Flows](index=12&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity (Thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :----------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $338,885 | $275,383 | | Net cash used in investing activities | $(1,002,541) | $(681,338) | | Net cash provided by financing activities | $755,686 | $338,221 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $92,030 | $(67,734) | - The company experienced a net increase in cash, cash equivalents, and restricted cash of **$92,030 thousand** for the nine months ended September 30, 2022, a significant improvement from a net decrease of **$67,734 thousand** in the prior year[28](index=28&type=chunk) - Cash provided by operating activities increased by **$63,502 thousand**, while cash used in investing activities increased by **$321,203 thousand**, primarily due to higher real estate acquisitions[28](index=28&type=chunk) - Net cash provided by financing activities more than doubled, increasing by **$417,465 thousand**, driven by term loan borrowings and common stock issuances[28](index=28&type=chunk) [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies, investments, debt, and other financial aspects [NOTE 1. ORGANIZATION](index=14&type=section&id=NOTE%201.%20ORGANIZATION) This note describes the company's corporate structure, its status as a REIT, and its primary business activities - Spirit Realty Capital, Inc. operates as a self-administered and self-managed REIT, primarily investing in and managing a portfolio of single-tenant, operationally essential real