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 September 30, 2021 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 ...

[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 non-GAAP measures like **Adjusted Debt**, **Adjusted EBITDAre**, **AFFO**, and **FFO**, as well as various debt instruments and company-specific agreements[7](index=7&type=chunk)[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 and management's discussion and analysis of 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, including the balance sheets, statements of operations, comprehensive income, stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, investments, debt, equity, commitments, derivatives, fair value measurements, incentive awards, income per share, and related party transactions for the periods ended June 30, 2021 [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (In Thousands) | Metric | June 30, 2021 | December 31, 2020 | Change | % Change | | :-------------------------------- | :------------ | :---------------- | :----- | :------- | | Total assets | $6,713,192 | $6,396,786 | $316,406 | 4.95% | | Total liabilities | $3,028,368 | $2,795,666 | $232,702 | 8.32% | | Total stockholders' equity | $3,684,824 | $3,601,120 | $83,704 | 2.32% | | Cash and cash equivalents | $9,403 | $70,303 | $(60,900) | -86.63% | | Senior Unsecured Notes, net | $2,716,752 | $1,927,348 | $789,404 | 40.96% | | Term loans, net | $— | $177,309 | $(177,309) | -100.00% | | Convertible Notes, net | $— | $189,102 | $(189,102) | -100.00% | - The company's total assets increased by **4.95%** from December 31, 2020, to June 30, 2021, primarily driven by an increase in real estate investments and intangible lease assets. Total liabilities also increased, largely due to a significant increase in **Senior Unsecured Notes**, while **Term Loans** and **Convertible Notes** were fully repaid[13](index=13&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations Highlights (In Thousands, Except Per Share Data) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $164,626 | $118,524 | $299,767 | $241,244 | | Total expenses | $114,070 | $119,527 | $223,251 | $258,341 | | Net income (loss) | $87,924 | $(413) | $86,455 | $(16,260) | | Net income (loss) attributable to common stockholders | $85,336 | $(3,001) | $81,279 | $(21,436) | | Basic EPS | $0.74 | $(0.03) | $0.71 | $(0.21) | | Diluted EPS | $0.74 | $(0.03) | $0.70 | $(0.21) | - The company reported a significant turnaround in profitability, moving from a net loss in the prior year to substantial net income for both the three and six months ended June 30, 2021. This improvement was driven by increased total revenues and a decrease in total expenses, particularly a sharp reduction in impairment charges[15](index=15&type=chunk) [Consolidated Statements of Comprehensive Income (Loss)](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Consolidated Statements of Comprehensive Income (Loss) Highlights (In Thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) attributable to common stockholders | $85,336 | $(3,001) | $81,279 | $(21,436) | | Total comprehensive income (loss) | $86,038 | $(2,299) | $82,683 | $(20,032) | - Total comprehensive income showed a strong positive shift, aligning with the improved net income, reflecting a recovery from the losses experienced in the comparable periods of the prior year[18](index=18&type=chunk) [Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) Consolidated Stockholders' Equity Highlights (In Thousands, Except Share Data) | Metric | June 30, 2021 | December 31, 2020 | Change | % Change | | :--------------------------------------- | :------------ | :---------------- | :----- | :------- | | Total Stockholders' Equity | $3,684,824 | $3,601,120 | $83,704 | 2.32% | | Common stock shares outstanding | 119,103,912 | 114,812,615 | 4,291,297 | 3.74% | | Capital in excess of common stock par value | $6,278,735 | $6,126,503 | $152,232 | 2.49% | | Accumulated deficit | $(2,758,793) | $(2,688,647) | $(70,146) | 2.61% | - Stockholders' equity increased by **2.32%** primarily due to net income and issuance of common stock, partially offset by dividends declared. The number of common shares outstanding increased by **3.74%** during the six months ended June 30, 2021[21](index=21&type=chunk)[24](index=24&type=chunk) [Consolidated Statements of Cash Flows](index=12&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, In Thousands) | Metric | 2021 | 2020 | Change | % Change | | :--------------------------------------- | :----------- | :----------- | :------- | :------- | | Net cash provided by operating activities | $191,493 | $133,011 | $58,482 | 43.97% | | Net cash used in investing activities | $(395,368) | $(206,840) | $(188,528) | 91.15% | | Net cash provided by financing activities | $188,134 | $157,191 | $30,943 | 19.69% | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(15,741) | $83,362 | $(99,103) | -118.88% | | Cash, cash equivalents and restricted cash, end of period | $67,557 | $109,385 | $(41,828) | -38.24% | - Operating cash flow significantly increased by **43.97%** in the first half of 2021, while cash used in investing activities more than doubled due to increased real estate acquisitions. Financing activities also provided more cash, primarily from **Senior Unsecured Notes** issuance and common stock, but overall cash and equivalents decreased due to higher investment outflows[28](index=28&type=chunk) [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) - Spirit Realty Capital, Inc. operates as a self-administered and self-managed REIT, primarily investing in single-tenant, operationally essential real estate leased on a long-term, triple-net basis across retail, industrial, and office sectors in the United States[33](index=33&type=chunk) - The company's gross investment in owned real estate properties totaled approximately **$7.2 billion** as of June 30, 2021. During the six months ended June 30, 2021, the company acquired 43 properties for **$478.6 million** and disposed of 16 properties for **$54.2 million**[56](index=56&type=chunk)[57](index=57&type=chunk) Debt Summary (In Thousands) | Debt Type | June 30, 2021 | December 31, 2020 | Weighted Average Effective Interest Rate (2021) | | :------------------------ | :------------ | :---------------- | :---------------------------------------------- | | Revolving credit facilities | $13,000 | $— | 4.06% | | Term loans | $— | $178,000 | 1.96% | | Senior Unsecured Notes | $2,750,000 | $1,950,000 | 3.51% | | Mortgages payable | $5,601 | $214,237 | 4.40% | | Convertible Notes | $— | $190,426 | 5.03% | | Total debt, net | $2,735,575 | $2,506,341 | 3.64% | - During the six months ended June 30, 2021, the company repaid **$178.0 million** of 2020 Term Loans and **$190.4 million** of Convertible Notes upon maturity. It also issued **$800.0 million** in new Senior Unsecured Notes (2028 and 2032 series) and repaid **$207.4 million** of CMBS indebtedness, incurring a **$28.5 million** loss on debt extinguishment primarily due to prepayment penalties[74](index=74&type=chunk)[75](index=75&type=chunk)[78](index=78&type=chunk)[83](index=83&type=chunk) - As of June 30, 2021, the company had **$289.1 million** remaining available under its **$500.0 million** 2020 ATM Program. It declared common stock dividends of **$0.625 per share** for both Q1 and Q2 2021, and preferred stock dividends of **$0.375 per share**[86](index=86&type=chunk)[88](index=88&type=chunk) - Commitments as of June 30, 2021, totaled **$269.9 million**, with **$246.3 million** allocated to future acquisitions, expected to be funded primarily during 2021[92](index=92&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational performance, highlighting key drivers of revenue and expense changes, portfolio diversification, liquidity, and capital resources. It also includes a discussion of non-GAAP financial measures crucial for REIT performance evaluation [Overview](index=29&type=section&id=Overview) - Spirit Realty Capital, Inc. is a self-administered and self-managed REIT focused on single-tenant, operationally essential real estate in the U.S., leased on a long-term, triple-net basis. As of June 30, 2021, its portfolio comprised **1,887 owned properties** across 48 states, with **99.7% occupancy**, leased to 306 tenants in over 28 industries[120](index=120&type=chunk)[121](index=121&type=chunk) - The impact of the COVID-19 pandemic on tenants has significantly reduced since the beginning of 2021. For the three and six months ended June 30, 2021, the company recognized **$9.1 million** and **$11.8 million**, respectively, in rental income from rent deferrals, and abated **$0.2 million** and **$1.1 million** of rent, respectively[124](index=124&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Key Revenue and Expense Changes (In Thousands) | Metric | 3 Months Ended June 30, 2021 vs 2020 (Change) | 6 Months Ended June 30, 2021 vs 2020 (Change) | | :--------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Rental income | $47,259 | $60,554 | | General and administrative expenses | $1,475 | $1,031 | | Interest expense | $75 | $1,340 | | Depreciation and amortization | $6,914 | $11,765 | | Impairments | $(13,249) | $(47,293) | | Gain on disposition of assets | $36,849 | $38,297 | | Net income (loss) | $88,337 | $102,715 | - The increase in rental income was primarily driven by net acquisitions and a significant reversal of reserves for **Base Cash Rent** previously deemed uncollectible, reflecting improved tenant credit conditions post-COVID-19. Rent abatements also decreased[129](index=129&type=chunk)[130](index=130&type=chunk) - Impairment charges decreased substantially due to the absence of significant tenant bankruptcies in 2021 and a recovery in market conditions compared to the downturn in 2020. Gains on asset dispositions also increased significantly[133](index=133&type=chunk)[137](index=137&type=chunk) - Interest expense saw a slight increase despite a reduction in the weighted average interest rate from **3.55%** (June 30, 2020) to **3.24%** (June 30, 2021), primarily due to an overall increase in total debt outstanding[142](index=142&type=chunk) [Property Portfolio Information](index=34&type=section&id=Property%20Portfolio%20Information) - As of June 30, 2021, the company's portfolio consisted of **1,887 owned properties** with **99.7% occupancy** across 48 states, leased to 306 tenants in 28 retail industries. The weighted average remaining non-cancelable initial lease term was **10.1 years**[145](index=145&type=chunk)[147](index=147&type=chunk) Top Tenant Concentration (As of June 30, 2021) | Tenant | Percent of ABR | | :-------------------------- | :------------- | | Life Time Fitness, Inc. | 3.2% | | Cajun Global LLC | 2.4% | | BJ's Wholesale Club, Inc. | 2.4% | | At Home Group, Inc. | 2.2% | | The Home Depot, Inc. | 2.2% | Geographic and Asset Type Diversification (As of June 30, 2021) | Category | Top Concentration | Percent of ABR | | :---------------- | :---------------- | :------------- | | **Geography** | Texas | 10.7% | | | Florida | 9.4% | | **Asset Type** | Retail | 75.1% | | | Industrial | 17.9% | | | Office and Other | 7.0% | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2021, the company's available liquidity included **$9.4 million** in cash and cash equivalents, **$787.0 million** of borrowing capacity under the 2019 Credit Facility, and **$58.2 million** in restricted cash. Additionally, **$289.1 million** remained available under the 2020 ATM Program[156](index=156&type=chunk) - The company's long-term capital needs are planned to be met through issuing registered debt or equity securities, asset-level financing, and fixed-rate secured or unsecured notes and bonds[157](index=157&type=chunk) Cash Flow Summary (Six Months Ended June 30, In Thousands) | Cash Flow Type | 2021 | 2020 | Change | | :------------------------------- | :----------- | :----------- | :------- | | Net cash provided by operating activities | $191,493 | $133,011 | $58,482 | | Net cash used in investing activities | $(395,368) | $(206,840) | $(188,528) | | Net cash provided by financing activities | $188,134 | $157,191 | $30,943 | - Operating cash flow increased due to higher cash rental revenue, reduced rent abatements, and decreased deferred rent. Investing cash outflow increased significantly due to **$480.2 million** in real estate acquisitions. Financing cash flow was boosted by **$794.8 million** in Senior Unsecured Notes and **$145.7 million** from common stock issuance, partially offset by debt repayments and dividend payments[173](index=173&type=chunk)[175](index=175&type=chunk)[178](index=178&type=chunk) [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) - The company uses non-GAAP financial measures such as **FFO** (Funds From Operations) and **AFFO** (Adjusted Funds From Operations) to evaluate operational performance, and **Adjusted Debt**, **EBITDAre**, and **Adjusted EBITDAre** to assess financial condition and debt servicing capability[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) Non-GAAP Performance Metrics (Three Months Ended June 30, In Thousands, Except Per Share Data) | Metric | 2021 | 2020 | | :--------------------------------------- | :----------- | :----------- | | FFO attributable to common stockholders | $115,562 | $70,404 | | AFFO attributable to common stockholders | $99,872 | $73,605 | | FFO per share of common stock - Diluted | $1.00 | $0.68 | | AFFO per share of common stock - Diluted | $0.86 | $0.71 | Adjusted Debt and Leverage Ratio (In Thousands) | Metric | June 30, 2021 | June 30, 2020 | | :--------------------------------------- | :------------ | :------------ | | Adjusted Debt | $2,701,044 | $2,351,931 | | Annualized Adjusted EBITDAre | $540,224 | $410,972 | | Adjusted Debt / Annualized Adjusted EBITDAre | 5.0x | 5.7x | - The **Adjusted Debt to Annualized Adjusted EBITDAre ratio** improved to **5.0x** as of June 30, 2021, from **5.7x** in the prior year, indicating improved leverage[194](index=194&type=chunk) [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 outlines the company's exposure to financial market risks, primarily interest rate risk, and discusses how its asset and debt structures mitigate these risks. It also provides a sensitivity analysis for variable-rate debt - The company is primarily exposed to interest rate risk, but this is mitigated by its long-term, fixed-rate leases with scheduled rent increases. As of June 30, 2021, **$2.8 billion** of its indebtedness was fixed-rate (**3.25%** weighted average stated interest rate), while **$13.0 million** was variable-rate (**1.05%** stated interest rate)[199](index=199&type=chunk)[201](index=201&type=chunk) - A **100 basis point (1.0%)** increase in 1-Month LIBOR would result in an estimated **$0.1 million** increase in annual interest expense on the variable-rate debt outstanding as of June 30, 2021[201](index=201&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms management's evaluation of the effectiveness of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2021[203](index=203&type=chunk) - There were no changes to the company's internal control over financial reporting during the quarter ended June 30, 2021, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[204](index=204&type=chunk) [Part II — Other Information](index=45&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section provides disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) This section discloses the status of any material legal proceedings involving the company - The company is not currently a party to any legal proceedings that are believed to be material or would have a material adverse effect on its business, financial condition, or results of operations[206](index=206&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section addresses any material changes to the risk factors previously disclosed in the company's annual report - There have been no material changes to the risk factors as disclosed in Part I, Item 1A. Risk Factors in the company's Annual Report on Form 10-K for the year ended December 31, 2020[207](index=207&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on any unregistered sales of equity securities and the use of proceeds from such sales - There were no unregistered sales of equity securities or use of proceeds to report for the period[208](index=208&type=chunk) [Item 3. Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section discloses any defaults upon senior securities - There were no defaults upon senior securities to report for the period[209](index=209&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section provides any required mine safety disclosures - There were no mine safety disclosures to report for the period[210](index=210&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) This section includes any other information required to be disclosed that is not covered by other items - There was no other information to report for the period[211](index=211&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the quarterly report, including corporate governance documents, debt indentures, and certifications - The exhibits include Articles of Restatement and Amendment, Bylaws, Partnership Agreements, Supplemental Indentures for Senior Unsecured Notes, and certifications from the Chief Executive Officer and Chief Financial Officer[212](index=212&type=chunk) [Signatures](index=47&type=section&id=Signatures) This section contains the official signatures confirming the report's compliance with regulatory requirements - The report is duly signed on behalf of Spirit Realty Capital, Inc. by **Prakash J. Parag**, Senior Vice President and Chief Accounting Officer, confirming compliance with Securities Exchange Act of 1934 requirements[214](index=214&type=chunk)[215](index=215&type=chunk)

[Glossary](index=3&type=section&id=Glossary) This section defines key terms and financial measures used throughout the report, including debt instruments, financial metrics, and company-specific entities - The glossary defines key terms and financial measures used throughout the report, including various debt instruments (e.g., **2026 Senior Notes**, **Convertible Notes**), financial metrics (e.g., **Adjusted Debt**, **AFFO**, **EBITDAre**, **FFO**), and company-specific agreements or entities (e.g., **2020 ATM Program**, **Operating Partnership**, **SMTA**)[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 consolidated financial statements and management's discussion and analysis for the reporting period [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements for Spirit Realty Capital, Inc. for the three months ended March 31, 2021, and comparative periods. It includes the balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, investments, debt, equity, commitments, derivatives, fair value measurements, incentive plans, income per share, and related party transactions [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 Sheet Highlights (In Thousands):** | Item | March 31, 2021 | December 31, 2020 | Change | % Change | | :--------------------------------- | :------------- | :---------------- | :----- | :------- | | Total assets | $6,695,188 | $6,396,786 | $298,402 | 4.66% | | Net investments | $6,061,913 | $5,943,530 | $118,383 | 1.99% | | Cash and cash equivalents | $261,889 | $70,303 | $191,586 | 272.52% | | Total debt, net | $2,911,762 | $2,506,341 | $405,421 | 16.18% | | Total liabilities | $3,170,132 | $2,795,666 | $374,466 | 13.39% | | Total stockholders' equity | $3,525,056 | $3,601,120 | $(76,064) | (2.11)% | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss over the reporting period **Consolidated Statements of Operations Highlights (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | % Change | | :--------------------------------- | :----- | :----- | :----- | :------- | | Total revenues | $135,141 | $122,720 | $12,421 | 10.12% | | Rental income | $134,658 | $121,363 | $13,295 | 10.96% | | Total expenses | $109,181 | $138,814 | $(29,633) | (21.35)% | | Impairments | $6,730 | $40,774 | $(34,044) | (83.50)% | | Loss on debt extinguishment | $(29,177) | $0 | $(29,177) | NM | | Net loss | $(1,469) | $(15,847) | $14,378 | (90.73)% | | Net loss attributable to common stockholders | $(4,057) | $(18,435) | $14,378 | (78.00)% | | Basic net loss per share | $(0.04) | $(0.18) | $0.14 | (77.78)% | | Diluted net loss per share | $(0.04) | $(0.18) | $0.14 | (77.78)% | | Dividends declared per common share | $0.6250 | $0.6250 | $0.00 | 0.00% | [Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) This section presents the net loss and other comprehensive income/loss components for the reporting period **Consolidated Statements of Comprehensive Loss (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | % Change | | :--------------------------------- | :----- | :----- | :----- | :------- | | Net loss attributable to common stockholders | $(4,057) | $(18,435) | $14,378 | (78.00)% | | Net reclassification of amounts from AOCL | $702 | $702 | $0 | 0.00% | | Total comprehensive loss | $(3,355) | $(17,733) | $14,378 | (81.08)% | [Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) This section outlines changes in the company's equity accounts, including net loss, dividends, and stock-based compensation **Consolidated Statements of Stockholders' Equity Highlights (Three Months Ended March 31, In Thousands):** | Item | December 31, 2020 | March 31, 2021 | Change | | :--------------------------------- | :---------------- | :------------- | :----- | | Total Stockholders' Equity | $3,601,120 | $3,525,056 | $(76,064) | | Net loss | $(1,469) | $(1,469) | $0 | | Dividends declared on common stock | $(71,837) | $(71,837) | $0 | | Stock-based compensation, net | $2,971 | $2,971 | $0 | | Common Stock Shares Outstanding | 114,812,615 | 114,947,986 | 135,371 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities **Consolidated Statements of Cash Flows Highlights (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | % Change | | :--------------------------------- | :----- | :----- | :----- | :------- | | Net cash provided by operating activities | $64,431 | $67,178 | $(2,747) | (4.09)% | | Net cash used in investing activities | $(181,254) | $(195,665) | $14,411 | (7.36)% | | Net cash provided by financing activities | $295,414 | $330,861 | $(35,447) | (10.71)% | | Net increase in cash, cash equivalents and restricted cash | $178,591 | $202,374 | $(23,783) | (11.75)% | | Cash, cash equivalents and restricted cash, end of period | $261,889 | $228,397 | $33,492 | 14.66% | [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 [NOTE 1. ORGANIZATION](index=12&type=section&id=NOTE%201.%20ORGANIZATION) This note describes the company's structure as a self-administered REIT and its primary investment strategy in single-tenant real estate - 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 estate** across the U.S., leased on a **long-term, triple-net basis**. Operations are mainly conducted through Spirit Realty, L.P., where the Corporation and a subsidiary own **99%** as limited partners[28](index=28&type=chunk)[29](index=29&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACOUNTING%20POLICIES) This note outlines the key accounting principles and policies applied in preparing the financial statements, including revenue recognition and impairment testing - The financial statements are prepared in accordance with **GAAP** and **SEC rules**, consolidating the Corporation and its wholly-owned subsidiaries. Key policies include revenue recognition for operating leases (straight-line rent, variable rent, intangible amortization), collectability assessment for tenant receivables, and impairment testing for goodwill. The company elected to account for COVID-19 lease concessions consistent with ASC 842, recognizing **$2.7 million** of deferrals in rental income for Q1 2021[30](index=30&type=chunk)[31](index=31&type=chunk)[35](index=35&type=chunk) **Cash, Cash Equivalents and Restricted Cash (In Thousands):** | Item | March 31, 2021 | December 31, 2020 | March 31, 2020 | | :--------------------------------- | :------------- | :---------------- | :------------- | | Cash and cash equivalents | $261,889 | $70,303 | $216,692 | | Restricted cash: Collateral deposits | $0 | $335 | $381 | | Restricted cash: Tenant improvements, repairs and leasing commissions | $0 | $12,660 | $11,324 | | Total cash, cash equivalents and restricted cash | $261,889 | $83,298 | $228,397 | [NOTE 3. INVESTMENTS](index=15&type=section&id=NOTE%203.%20INVESTMENTS) This note details the company's real estate portfolio, including gross investment, geographic dispersion, and acquisition/disposition activities - As of March 31, 2021, the Company's gross investment in owned real estate properties totaled approximately **$7.0 billion**, geographically dispersed across **48 states**, with Texas representing **10.7%**. The portfolio consists of **1,880 properties**, with **25 acquisitions** and **5 dispositions** during Q1 2021[51](index=51&type=chunk)[52](index=52&type=chunk) **Rental Income Components (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | % Change | | :--------------------------------- | :----- | :----- | :----- | :------- | | Base cash rent | $125,197 | $116,546 | $8,651 | 7.42% | | Variable cash rent (including reimbursables) | $3,014 | $3,389 | $(375) | (11.06)% | | Straight-line rent, net of uncollectible reserve | $5,673 | $1,094 | $4,579 | 418.56% | | Amortization of above- and below- market lease intangibles, net | $774 | $334 | $440 | 131.74% | | Total rental income | $134,658 | $121,363 | $13,295 | 10.96% | **Total Impairments and Allowance for Credit Losses (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | % Change | | :--------------------------------- | :----- | :----- | :----- | :------- | | Real estate asset impairment | $6,034 | $37,521 | $(31,487) | (83.92)% | | Intangible asset impairment | $696 | $2,643 | $(1,947) | (73.66)% | | Allowance for credit losses on direct financing leases | $0 | $304 | $(304) | (100.00)% | | Allowance for credit losses on loans receivable | $0 | $306 | $(306) | (100.00)% | | Total impairment loss | $6,730 | $40,774 | $(34,044) | (83.50)% | [NOTE 4. DEBT](index=17&type=section&id=NOTE%204.%20DEBT) This note provides a comprehensive overview of the company's debt structure, including types of debt, maturities, and recent financing activities **Debt Summary (In Thousands):** | Item | March 31, 2021 | December 31, 2020 | Weighted Average Effective Interest Rates (2021) | | :--------------------------------- | :------------- | :---------------- | :------------------------------- | | Revolving credit facilities | $0 | $0 | 3.30% | | Term loans | $0 | $178,000 | 1.96% | | Senior Unsecured Notes | $2,750,000 | $1,950,000 | 3.61% | | Mortgages payable | $5,723 | $214,237 | 4.48% | | Convertible Notes | $190,426 | $190,426 | 5.64% | | Total debt | $2,946,149 | $2,532,663 | 3.80% | | Total debt, net | $2,911,762 | $2,506,341 | | | Weighted Average Remaining Years to Maturity | 7.7 | | | - During Q1 2021, the Company **repaid the 2020 Term Loan in full** and **extinguished $207.4 million of CMBS indebtedness**, resulting in a total loss on debt extinguishment of **$29.2 million**. The Company **issued $800.0 million in new Senior Unsecured Notes (2028 and 2032 Senior Notes)** in March 2021[68](index=68&type=chunk)[69](index=69&type=chunk)[76](index=76&type=chunk) **Scheduled Debt Maturities (In Thousands):** | Year | Total | | :--------------------------------- | :------ | | Remainder of 2021 | $190,800 | | 2022 | $525 | | 2023 | $556 | | 2024 | $590 | | 2025 | $626 | | Thereafter | $2,753,052 | | Total | $2,946,149 | [NOTE 5. STOCKHOLDERS' EQUITY](index=20&type=section&id=NOTE%205.%20STOCKHOLDERS'%20EQUITY) This note details changes in stockholders' equity, including ATM program activity and dividend declarations - The Company established a **new $500.0 million ATM Program** in November 2020, replacing the prior 2016 program. As of March 31, 2021, **4.9 million shares** have been sold under the 2020 ATM Program, all through forward sale agreements, with **$313.2 million** remaining available. The Board declared a common stock dividend of **$0.625 per share** and a preferred stock dividend of **$0.375 per share** for Q1 2021[81](index=81&type=chunk)[83](index=83&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note discloses the company's financial commitments for future acquisitions and property improvements, along with contingent liabilities - As of March 31, 2021, the Company had commitments totaling **$194.3 million**, with **$173.8 million** for future acquisitions and the remainder for property improvements, mostly expected to be funded in 2021. The Company is contingently liable for **$5.7 million** of debt from a former tenant until March 15, 2022, and has accrued the full liability[84](index=84&type=chunk)[87](index=87&type=chunk) [NOTE 7. DERIVATIVE AND HEDGING ACTIVITIES](index=21&type=section&id=NOTE%207.%20DERIVATIVE%20AND%20HEDGING%20ACTIVITIES) This note explains the company's use of interest rate derivatives for cash flow hedging and the amortization of related deferred losses - The Company uses **interest rate derivative contracts** as **cash flow hedges** to manage exposure to variable interest rates. A deferred loss of **$12.3 million** from terminated interest rate swaps is being amortized, with **$0.7 million** reclassified to interest expense for Q1 2021 and an estimated **$2.8 million** expected to be reclassified over the next 12 months[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=22&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the fair value measurements for financial instruments and impaired assets, including valuation methodologies and inputs - Nonrecurring fair value measurements for impaired assets totaled **$5.3 million** as of March 31, 2021, down from **$36.5 million** at March 31, 2020. These valuations primarily use **Level 3 inputs** such as signed purchase agreements, broker opinions of value, or comparable property prices, with discounts applied for **COVID-19 market impacts** in 2020[95](index=95&type=chunk) **Estimated Fair Value of Financial Instruments (In Thousands):** | Item | March 31, 2021 Carrying Value | March 31, 2021 Estimated Fair Value | December 31, 2020 Carrying Value | December 31, 2020 Estimated Fair Value | | :--------------------------------- | :---------------------------- | :---------------------------------- | :---------------------------- | :---------------------------------- | | Senior Unsecured Notes, net | $2,715,814 | $2,821,832 | $1,927,348 | $2,122,409 | | Mortgages payable, net | $5,956 | $6,238 | $212,582 | $226,240 | | Convertible Notes, net | $189,992 | $195,627 | $189,102 | $194,124 | [NOTE 9. INCENTIVE AWARD PLAN](index=23&type=section&id=NOTE%209.%20INCENTIVE%20AWARD%20PLAN) This note details the stock-based compensation granted under the incentive award plan and the associated expense recognized - During Q1 2021, the Company granted **91 thousand restricted shares** and **170 thousand target market-based awards** to executive officers, with associated deferred compensation of **$3.4 million**. Total stock-based compensation expense recognized was **$3.4 million** for Q1 2021, with **$25.4 million** remaining unamortized[100](index=100&type=chunk)[101](index=101&type=chunk)[104](index=104&type=chunk) [NOTE 10. INCOME PER SHARE](index=24&type=section&id=NOTE%2010.%20INCOME%20PER%20SHARE) This note presents the basic and diluted net loss per share attributable to common stockholders for the reporting periods **Net Loss Per Share Attributable to Common Stockholders (Three Months Ended March 31):** | Item | 2021 | 2020 | | :--------------------------------- | :----- | :----- | | Basic net loss per share | $(0.04) | $(0.18) | | Diluted net loss per share | $(0.04) | $(0.18) | | Basic weighted average shares outstanding | 114,673,218 | 102,230,147 | | Diluted weighted average shares outstanding | 114,673,218 | 102,230,147 | [Note 11. Related Party Transactions and Arrangements](index=25&type=section&id=Note%2011.%20Related%20Party%20Transactions%20and%20Arrangements) This note discloses transactions and arrangements with related parties, including changes in fee income - Related party fee income **decreased to $0** for Q1 2021 from **$0.3 million** in Q1 2020, following the termination of the Interim Management Agreement with SMTA effective **September 4, 2020**[108](index=108&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting key trends, significant events, and the impact of the COVID-19 pandemic. It covers revenue and expense changes, property portfolio diversification, liquidity, capital resources, and non-GAAP financial measures like FFO and AFFO [Overview](index=27&type=section&id=Overview) This section provides a high-level description of Spirit Realty Capital, Inc.'s business, portfolio, and COVID-19 related rent concessions - Spirit Realty Capital, Inc. is a **self-administered and self-managed REIT** listed on the **NYSE (SRC)**, primarily investing in **single-tenant, operationally essential real estate** across the U.S. As of March 31, 2021, the portfolio comprised **1,880 properties**, leased to **301 tenants** across **48 states** and **28 retail industries**, with an **occupancy rate of approximately 99.5%**[115](index=115&type=chunk)[116](index=116&type=chunk) - The company **deferred $3.6 million of rent** and **abated $0.9 million of rent** for Q1 2021 due to COVID-19, with **$2.7 million of deferred rent recognized as income**. As of March 31, 2021, **$18.5 million in deferred rent receivables** remained, and maximum future deferrals/abatements granted post-March 31, 2021, totaled **$7.7 million** and **$0.1 million**, respectively[120](index=120&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including changes in revenues, expenses, net loss, and impairments **Key Financial Performance (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | % Change | | :--------------------------------- | :----- | :----- | :----- | :------- | | Total revenues | $135,141 | $122,720 | $12,421 | 10.1% | | Total expenses | $109,181 | $138,814 | $(29,633) | (21.3)% | | Net loss | $(1,469) | $(15,847) | $14,378 | (90.7)% | | Rental income | $134,658 | $121,363 | $13,295 | 11.0% | | Impairments | $6,730 | $40,774 | $(34,044) | (83.5)% | | Loss on debt extinguishment | $(29,177) | $0 | $(29,177) | NM | | Gain on disposition of assets | $1,836 | $388 | $1,448 | NM | - The increase in Base Cash Rent was driven by **net acquisitions**, with **144 properties acquired ($59.5 million annual in-place rent)** and **36 properties disposed ($4.9 million annual in-place rent)** over the trailing twelve months ended March 31, 2021. Impairments **significantly decreased by 83.5%** year-over-year, from **$40.8 million** in Q1 2020 to **$6.7 million** in Q1 2021, reflecting **market recovery** from the initial COVID-19 downturn[125](index=125&type=chunk)[129](index=129&type=chunk) - Total interest expense **slightly increased by 5.0%** to **$26.6 million** in Q1 2021, despite an overall increase in total debt outstanding, due to a reduction in the weighted average interest rate from **3.59%** (March 31, 2020) to **3.28%** (March 31, 2021). General and administrative expenses **decreased by $0.4 million**, primarily due to lower professional fees, partially offset by COVID-19 related legal fees[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) [Property Portfolio Information](index=31&type=section&id=Property%20Portfolio%20Information) This section details the company's real estate portfolio characteristics, including occupancy, diversification, and lease terms - As of March 31, 2021, the portfolio consisted of **1,880 owned properties** with **99.5% occupancy**, diversified across **48 states**, **301 tenants**, and **28 retail industries**. The weighted average remaining non-cancelable initial lease term was **10.1 years**[139](index=139&type=chunk)[140](index=140&type=chunk) **Top 10 Tenant Concentrations by Percent of ABR (as of March 31, 2021):** | Tenant | Percent of ABR | | :--------------------------------- | :------------- | | Life Time Fitness, Inc. | 3.4% | | Cajun Global LLC | 2.5% | | BJ's Wholesale Club, Inc. | 2.5% | | The Home Depot, Inc. | 2.2% | | At Home Group, Inc. | 2.2% | | Alimentation Couche-Tard, Inc. | 2.1% | | Walgreen Co. | 2.0% | | GPM Investments, LLC | 1.9% | | Dollar Tree, Inc. | 1.9% | | CVS Caremark Corporation | 1.7% | **Diversification by Asset Type and Tenant Industry (as of March 31, 2021):** | Asset Type | Tenant Industry | Percent of ABR | | :--------------------------------- | :--------------------------------- | :------------- | | Retail | | 77.1% | | | Health and Fitness | 8.0% | | | Convenience Stores | 7.5% | | | Restaurants - Quick Service | 6.3% | | | Restaurants - Casual Dining | 5.7% | | | Movie Theaters | 4.4% | | Industrial | | 16.2% | | Office and Other | | 6.7% | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's available cash, credit facilities, and strategies for meeting short-term and long-term capital needs - As of March 31, 2021, the Company had **$261.9 million in cash and cash equivalents** and **$800.0 million available under its 2019 Credit Facility**, providing **$1.06 billion in total available liquidity**. Additionally, **$207.3 million in expected proceeds** from open forward equity contracts and **$313.2 million in remaining capacity** under the 2020 ATM Program contribute to liquidity[148](index=148&type=chunk) - The Company's long-term capital needs are planned to be met through issuing **registered debt or equity securities**, **asset-level financing**, and **fixed-rate secured or unsecured notes and bonds**. The 2019 Credit Facility has an **$800.0 million aggregate commitment**, maturing **March 31, 2023**, with an accordion feature for an **additional $400.0 million**[149](index=149&type=chunk)[151](index=151&type=chunk) **Debt Maturities (In Thousands):** | Year | Total | | :--------------------------------- | :------ | | Remainder of 2021 | $190,800 | | 2022 | $525 | | 2023 | $556 | | 2024 | $590 | | 2025 | $626 | | Thereafter | $2,753,052 | | Total | $2,946,149 | [Cash Flows](index=37&type=section&id=Cash%20Flows) This section provides a detailed breakdown of cash flows from operating, investing, and financing activities and their drivers **Summary of Cash Flows (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | | :--------------------------------- | :----- | :----- | :----- | | Net cash provided by operating activities | $64,431 | $67,178 | $(2,747) | | Net cash used in investing activities | $(181,254) | $(195,665) | $14,411 | | Net cash provided by financing activities | $295,414 | $330,861 | $(35,447) | | Net increase in cash, cash equivalents and restricted cash | $178,591 | $202,374 | $(23,783) | - Operating cash flow **decreased by $2.7 million**, primarily due to a **$10.4 million increase in cash interest paid** and decreases in interest income and related party fee income, partially offset by a **$10.5 million increase in cash rental revenue** from net acquisitions[167](index=167&type=chunk) - Investing activities **used $181.3 million**, mainly for **$194.2 million in property acquisitions** and **$1.6 million in capital expenditures**, partially offset by **$14.5 million from asset dispositions**. Financing activities **provided $295.4 million**, driven by **$794.8 million in Senior Unsecured Notes borrowings**, offset by **$208.5 million in mortgage repayments**, **$178.0 million in term loan repayments**, and **$75.5 million in dividend payments**[169](index=169&type=chunk)[172](index=172&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures used to assess the company's operational performance and financial health - The Company uses non-GAAP financial measures such as **FFO**, **AFFO**, **Adjusted Debt**, **EBITDAre**, **Adjusted EBITDAre**, and **Annualized Adjusted EBITDAre** to provide supplemental insights into operational performance and financial condition, as defined by **NAREIT standards** or company-specific adjustments[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) **FFO and AFFO Attributable to Common Stockholders (Three Months Ended March 31, In Thousands):** | Item | 2021 | 2020 | Change | % Change | | :--------------------------------- | :----- | :----- | :----- | :------- | | FFO attributable to common stockholders | $57,779 | $74,042 | $(16,263) | (21.96)% | | AFFO attributable to common stockholders | $87,260 | $80,523 | $6,737 | 8.37% | | FFO per share of common stock - Diluted | $0.50 | $0.72 | $(0.22) | (30.56)% | | AFFO per share of common stock - Diluted | $0.76 | $0.78 | $(0.02) | (2.56)% | | Weighted average shares for non-GAAP measures - Diluted | 115,272,802 | 102,607,596 | 12,665,206 | 12.34% | **Adjusted Debt and EBITDAre Metrics (In Thousands):** | Item | March 31, 2021 | March 31, 2020 | Change | % Change | | :--------------------------------- | :------------- | :------------- | :----- | :------- | | Adjusted Debt | $2,684,260 | $2,333,923 | $350,337 | 15.01% | | Adjusted EBITDAre (Q1) | $122,932 | $105,261 | $17,671 | 16.79% | | Annualized Adjusted EBITDAre | $487,752 | $440,696 | $47,056 | 10.68% | | Adjusted Debt / Annualized Adjusted EBITDAre | 5.5x | 5.3x | 0.2x | 3.77% | [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. It highlights that operating results are influenced more by occupancy, rental rates, and tenant financial condition than inflation, as triple-net leases mitigate rising property operating costs. The Company's debt is predominantly fixed-rate, reducing direct exposure to interest rate fluctuations - As of March 31, 2021, all **$2.9 billion** of the Company's outstanding indebtedness was **fixed-rate**, with a weighted average stated interest rate of **3.28%**, excluding amortization of deferred financing costs and debt discounts/premiums. There were no borrowings outstanding under the 2019 Credit Facility[192](index=192&type=chunk) - The Company's assets are primarily **long-term, fixed-rate leases**, many with **scheduled rental increases**, which helps mitigate the effect of inflation. Exposure to rising property operating costs is also mitigated by **triple-net leases**, where tenants are responsible for such expenses[190](index=190&type=chunk)[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's disclosure controls and procedures and reports on any changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the Company's disclosure controls and procedures were **effective** as of March 31, 2021[195](index=195&type=chunk) - There were **no material changes** to the Company's internal control over financial reporting during the quarter ended March 31, 2021[196](index=196&type=chunk) [PART II — OTHER INFORMATION](index=43&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This part contains disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and exhibits [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 that would significantly impact its business, financial condition, or results of operations - The Company is **not currently a party** to any legal proceedings that are believed to be material or would have a **material adverse effect** on its business, financial condition, or results of operations[199](index=199&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section indicates that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 - **No material changes** to the risk factors as disclosed in Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2020[200](index=200&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 reports that there were no unregistered sales of equity securities or use of proceeds during the period - **No unregistered sales of equity securities and use of proceeds**[201](index=201&type=chunk) [Item 3. Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there were no defaults upon senior securities during the reporting period - **No defaults upon senior securities**[202](index=202&type=chunk) [Item 4. Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures to report - **No mine safety disclosures**[203](index=203&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report - **No other information to report**[204](index=204&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, indentures, compensation plans, and certifications - The exhibits include **Articles of Restatement and Amendment**, **Bylaws**, **Partnership Agreements**, **Supplemental Indentures for Senior Notes**, **Performance Share Award Agreements**, **Director Compensation Program**, and various **certifications (CEO, CFO, Sarbanes-Oxley Act)**[205](index=205&type=chunk) [SIGNATURES](index=45&type=section&id=SIGNATURES) This section provides the official signatures certifying the accuracy and completeness of the report - The report is signed by **Prakash J. Parag**, **Senior Vice President and Chief Accounting Officer** of Spirit Realty Capital, Inc., on **May 5, 2021**[208](index=208&type=chunk)

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, 2020 Commission File Number Spirit Realty Capital, Inc. 001-36004 Spirit Realty, L.P. 333-216815-01 SPIRIT REALTY CAPITAL, INC. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION SPIRIT REALTY, L.P. (Exact name of registrant as specified in its charter) Spirit Realty Capital, Inc. Maryland 20-1676382 Spirit Realty, L.P. Delaware 20-1127 ...