src-10q_20210630.htm

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No □

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No □

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 29, 2021, there were 119,103,788 shares of common stock, par value $0.05, of Spirit Realty Capital, Inc. outstanding.

1031 Exchange	Tax-deferred like-kind exchange of properties held for business or investment purposes, pursuant to Section 1031 of the Code
2016 ATM Program	At-the-market equity distribution program established in November 2016, which was terminated upon entry into the 2020 ATM Program
2017 Tax Legislation	Tax Cuts and Jobs Act of 2017
2019 Credit Facility	$800.0 million unsecured revolving credit facility pursuant to the 2019 Revolving Credit and Term Loan Agreement
2019 Revolving Credit and Term Loan Agreement	Revolving credit and term loan agreement between the Operating Partnership and certain lenders dated January 14, 2019, as amended or otherwise modified from time to time
2020 ATM Program	At-the-market equity distribution program established in November 2020, pursuant to which the Corporation may offer and sell registered shares of common stock from time to time
2020 Term Loans	$400.0 million senior unsecured term facility pursuant to the 2020 Term Loan Agreement
2020 Term Loan Agreement	Term loan agreement between the Operating Partnership and certain lenders dated April 2, 2020, as amended or otherwise modified from time to time
2021 Notes	$345.0 million 3.75% convertible notes of the Corporation which matured in May 2021
2026 Senior Notes	$300.0 million aggregate principal amount of the Operating Partnership’s 4.45% senior notes due 2026
2027 Senior Notes	$300.0 million aggregate principal amount of the Operating Partnership’s 3.20% senior notes due 2027
2028 Senior Notes	$450.0 million aggregate principal amount of the Operating Partnership’s 2.10% senior notes due 2028
2029 Senior Notes	$400.0 million aggregate principal amount of the Operating Partnership’s 4.00% senior notes due 2029
2030 Senior Notes	$500.0 million aggregate principal amount of the Operating Partnership’s 3.40% senior notes due 2030
2031 Senior Notes	$450.0 million aggregate principal amount of the Operating Partnership’s 3.20% senior notes due 2031
2032 Senior Notes	$350.0 million aggregate principal amount of the Operating Partnership’s 2.70% senior notes due 2032
Adjusted Debt	Adjusted Debt is a non-GAAP financial measure. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
Adjusted EBITDAre	Adjusted EBITDAre is a non-GAAP financial measure. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
AFFO	Adjusted Funds From Operations is a non-GAAP financial measure. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
Amended Incentive Award Plan	Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, as amended
Annualized Base Rent (ABR)	Represents Base Rent and earned income from direct financing leases from the final month of the reporting period, adjusted to exclude amounts from properties sold during that period and to include a full month of Base Rent for properties acquired during that period. The total is then multiplied by 12. ABR is used when calculating certain metrics to evaluate portfolio credit and diversification and to manage risk.
AOCL	Accumulated Other Comprehensive Loss
ASC	Accounting Standards Codification
Asset Management Agreement	Asset Management Agreement between Spirit Realty, L.P. and Spirit MTA REIT dated May 31, 2018, subsequently assigned by Spirit Realty, L.P. to Spirit Realty AM Corporation on April 1, 2019 and terminated effective as of September 20, 2019
ASU	Accounting Standards Update
ATM Program	The 2016 ATM Program or the 2020 ATM Program, as applicable
Base Cash Rent	Represents Base Rent reduced for amounts abated and rent deemed not probable of collection
Base Rent	Represents contractual rental income for the period, prior to deferral and abatement agreements, and excluding contingent rents.
CMBS	Commercial Mortgage-Backed Securities
Code	Internal Revenue Code of 1986, as amended
Company	The Corporation and its consolidated subsidiaries
Convertible Notes	The 2021 Notes

Unless otherwise indicated or unless the context requires otherwise, all references to the “registrant, the "Company," "Spirit Realty Capital," "we," "us" or "our" refer to the Corporation and its consolidated subsidiaries, including the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, all references to the "Operating Partnership" refer to Spirit Realty, L.P. and its consolidated subsidiaries.

	June 30, 2021			December 31, 2020
Assets
Investments:
Real estate investments:
Land and improvements	$	2,207,232		$	2,090,592
Buildings and improvements		4,567,707			4,302,004
Total real estate investments		6,774,939			6,392,596
Less: accumulated depreciation		(938,308	)		(850,320	)
		5,836,631			5,542,276
Intangible lease assets, net		383,420			367,989
Real estate assets under direct financing leases, net		7,443			7,444
Real estate assets held for sale, net		21,783			25,821
Net investments		6,249,277			5,943,530
Cash and cash equivalents		9,403			70,303
Deferred costs and other assets, net		228,912			157,353
Goodwill		225,600			225,600
Total assets	$	6,713,192		$	6,396,786

Liabilities and stockholders’ equity
Liabilities:
Revolving credit facilities	$	13,000		$	—
Term loans, net		—			177,309
Senior Unsecured Notes, net		2,716,752			1,927,348
Mortgages payable, net		5,823			212,582
Convertible Notes, net		—			189,102
Total debt, net		2,735,575			2,506,341
Intangible lease liabilities, net		123,640			121,902
Accounts payable, accrued expenses and other liabilities		169,153			167,423
Total liabilities		3,028,368			2,795,666
Commitments and contingencies (see Note 6)
Stockholders’ equity:
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both June 30, 2021 and December 31, 2020		166,177			166,177
Common stock, $0.05 par value, 175,000,000 shares authorized: 119,103,912 and 114,812,615 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		5,955			5,741
Capital in excess of common stock par value		6,278,735			6,126,503
Accumulated deficit		(2,758,793	)		(2,688,647	)
Accumulated other comprehensive loss		(7,250	)		(8,654	)
Total stockholders’ equity		3,684,824			3,601,120
Total liabilities and stockholders’ equity	$	6,713,192		$	6,396,786

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Revenues:
Rental income	$	164,449		$	117,190		$	299,107		$	238,553
Interest income on loans receivable		—			390			—			809
Earned income from direct financing leases		132			131			263			308
Related party fee income		—			250			—			500
Other income		45			563			397			1,074
Total revenues		164,626			118,524			299,767			241,244
Expenses:
General and administrative		13,450			11,975			26,496			25,465
Property costs (including reimbursable)		6,319			7,234			11,771			13,170
Deal pursuit costs		257			14			499			1,033
Interest		26,170			26,095			52,794			51,454
Depreciation and amortization		60,074			53,160			117,161			105,396
Impairments		7,800			21,049			14,530			61,823
Total expenses		114,070			119,527			223,251			258,341
Other income:
Loss on debt extinguishment		(10	)		—			(29,187	)		—
Gain on disposition of assets		37,507			658			39,343			1,046
Total other income		37,497			658			10,156			1,046
Income (loss) before income tax expense		88,053			(345	)		86,672			(16,051	)
Income tax expense		(129	)		(68	)		(217	)		(209	)
Net income (loss)		87,924			(413	)		86,455			(16,260	)
Dividends paid to preferred shareholders		(2,588	)		(2,588	)		(5,176	)		(5,176	)
Net income (loss) attributable to common stockholders	$	85,336		$	(3,001	)	$	81,279		$	(21,436	)

Net income (loss) per share attributable to common stockholders:
Basic	$	0.74		$	(0.03	)	$	0.71		$	(0.21	)
Diluted	$	0.74		$	(0.03	)	$	0.70		$	(0.21	)

Weighted average shares of common stock outstanding:
Basic		115,005,740			102,678,967			114,840,397			102,454,557
Diluted		115,557,555			102,678,967			115,212,294			102,454,557

Dividends declared per common share issued	$	0.6250		$	0.6250		$	1.2500		$	1.2500

Six Months Ended June 30, 2021	Preferred Stock				Common Stock
	Shares		Par Value and Capital in Excess of Par Value		Shares			Par Value			Capital in Excess of Par Value		Accumulated Deficit			AOCL			Total Stockholders’ Equity
Balances, December 31, 2020		6,900,000	$	166,177		114,812,615		$	5,741		$	6,126,503	$	(2,688,647	)	$	(8,654	)	$	3,601,120
Net loss		—		—		—			—			—		(1,469	)		—			(1,469	)
Dividends declared on preferred stock		—		—		—			—			—		(2,588	)		—			(2,588	)
Net loss attributable to common stockholders				—					—			—		(4,057	)		—			(4,057	)
Other comprehensive income		—		—		—			—			—		—			702			702
Dividends declared on common stock		—		—		—			—			—		(71,837	)		—			(71,837	)
Tax withholdings related to net stock settlements		—		—		(98,413	)		(6	)		—		(3,837	)		—			(3,843	)
Stock-based compensation, net		—		—		233,784			12			3,366		(407	)		—			2,971
Balances, March 31, 2021		6,900,000	$	166,177		114,947,986		$	5,747		$	6,129,869	$	(2,768,785	)	$	(7,952	)	$	3,525,056
Net income		—		—		—			—			—		87,924			—			87,924
Dividends declared on preferred stock		—		—		—			—			—		(2,588	)		—			(2,588	)
Net income attributable to common stockholders				—					—			—		85,336			—			85,336
Other comprehensive income		—		—		—			—			—		—			702			702
Dividends declared on common stock		—		—		—			—			—		(74,436	)		—			(74,436	)
Tax withholdings related to net stock settlements		—		—		(12,597	)		(1	)		—		(548	)		—			(549	)
Issuance of shares of common stock, net		—		—		4,116,932			206			145,255		—			—			145,461
Stock-based compensation, net		—		—		51,591			3			3,611		(360	)		—			3,254
Balances, June 30, 2021		6,900,000	$	166,177		119,103,912		$	5,955		$	6,278,735	$	(2,758,793	)	$	(7,250	)	$	3,684,824

Six Months Ended June 30, 2020	Preferred Stock				Common Stock
	Shares		Par Value and Capital in Excess of Par Value		Shares			Par Value			Capital in Excess of Par Value			Accumulated Deficit			AOCL			Total Stockholders’ Equity
Balances, December 31, 2019		6,900,000	$	166,177		102,476,152		$	5,124		$	5,686,247		$	(2,432,838	)	$	(11,461	)	$	3,413,249
Net loss		—		—		—			—			—			(15,847	)		—			(15,847	)
Dividends declared on preferred stock		—		—		—			—			—			(2,588	)		—			(2,588	)
Net loss attributable to common stockholders				—					—			—			(18,435	)		—			(18,435	)
Other comprehensive income		—		—		—			—			—			—			702			702
Dividends declared on common stock		—		—		—			—			—			(64,338	)		—			(64,338	)
Tax withholdings related to net stock settlements		—		—		(44,488	)		(2	)		—			(2,347	)		—			(2,349	)
Issuance of shares of common stock, net		—		—		362,481			18			17,580			—			—			17,598
Stock-based compensation, net		—		—		148,017			7			3,444			(470	)		—			2,981
Balances, March 31, 2020		6,900,000	$	166,177		102,942,162		$	5,147		$	5,707,271		$	(2,518,428	)	$	(10,759	)	$	3,349,408
Net loss		—		—		—			—			—			(413	)		—			(413	)
Dividends declared on preferred stock		—		—		—			—			—			(2,588	)		—			(2,588	)
Net loss attributable to common stockholders				—					—			—			(3,001	)		—			(3,001	)
Other comprehensive income		—		—		—			—			—			—			702			702
Dividends declared on common stock		—		—		—			—			—			(64,402	)		—			(64,402	)
Tax withholdings related to net stock settlements		—		—		(73,055	)		(4	)		—			(2,027	)		—			(2,031	)
Issuance of shares of common stock, net		—		—		—			—			(185	)		—			—			(185	)
Stock-based compensation, net		—		—		174,163			9			3,300			8			—			3,317
Balances, June 30, 2020		6,900,000	$	166,177		103,043,270		$	5,152		$	5,710,386		$	(2,587,850	)	$	(10,057	)	$	3,283,808

	Six Months Ended June 30,
	2021			2020
Operating activities
Net income (loss)	$	86,455		$	(16,260	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		117,161			105,396
Impairments		14,530			61,823
Amortization of deferred financing costs		2,116			2,598
Amortization of debt discounts		1,523			2,466
Amortization of deferred losses on interest rate swaps		1,404			1,404
Stock-based compensation expense		6,992			6,760
Loss on debt extinguishment		29,187			—
Gain on dispositions of real estate and other assets		(39,343	)		(1,046	)
Non-cash revenue		(28,801	)		(5,518	)
Bad debt expense and other		9			236
Changes in operating assets and liabilities:
Deferred costs and other assets, net		(1,091	)		(23,658	)
Accounts payable, accrued expenses and other liabilities		1,351			(1,190	)
Net cash provided by operating activities		191,493			133,011
Investing activities
Acquisitions of real estate		(480,180	)		(218,935	)
Capitalized real estate expenditures		(2,627	)		(8,296	)
Collections of principal on loans receivable		—			2,710
Proceeds from dispositions of real estate and other assets, net		29,209			17,681
Proceeds from dispositions pursuant to 1031 Exchanges retained in restricted accounts		58,230			—
Net cash used in investing activities		(395,368	)		(206,840	)
Financing activities
Borrowings under revolving credit facilities		457,700			1,123,000
Repayments under revolving credit facilities		(444,700	)		(1,239,500	)
Repayments under mortgages payable		(208,640	)		(2,021	)
Borrowings under term loans		—			400,000
Repayments under term loans		(178,000	)		—
Repayments under Convertible Notes		(190,426	)		—
Borrowings under Senior Unsecured Notes		794,842			—
Debt extinguishment costs		(26,686	)		—
Deferred financing costs		(7,066	)		(2,377	)
Proceeds from issuance of common stock, net of offering costs		145,659			17,553
Repurchase of shares of common stock, including tax withholdings related to net stock settlements		(4,392	)		(4,380	)
Common stock dividends paid		(144,981	)		(129,908	)
Preferred stock dividends paid		(5,176	)		(5,176	)
Net cash provided by financing activities		188,134			157,191
Net (decrease) increase in cash, cash equivalents and restricted cash		(15,741	)		83,362
Cash, cash equivalents and restricted cash, beginning of period		83,298			26,023
Cash, cash equivalents and restricted cash, end of period	$	67,557		$	109,385

Cash paid for interest	$	43,791		$	40,992
Cash paid for income taxes	$	493		$	910

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this quarterly report, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words or similar words or phrases that are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

The factors included in this quarterly report, including the documents incorporated by reference, and documents we subsequently file with the SEC and incorporate by reference, are not exhaustive and additional factors could adversely affect our business and financial performance. Additional factors that may cause risks and uncertainties include those discussed in the sections entitled "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2020 and this report and subsequent filings with the SEC. All forward-looking statements are based on information that was available, and speak only, to the date on which they were made. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

Spirit Realty Capital, Inc. is a New York Stock Exchange listed company under the ticker symbol "SRC." We are a self-administered and self-managed REIT with in-house capabilities including acquisition, credit research, asset management, portfolio management, real estate research, legal, finance and accounting functions. We primarily invest in single-tenant, operationally essential real estate assets throughout the United States, which are generally acquired through sale-leaseback transactions and subsequently leased on a long-term, triple-net basis to high quality tenants with business operations within retail, industrial, office and other industries. Single-tenant, operationally essential real estate consists of properties that are free-standing, commercial real estate facilities where our tenants conduct activities that are essential to the generation of their sales and profits. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs.

As of June 30, 2021, our diverse portfolio consisted of 1,887 owned properties across 48 states, which were leased to 306 tenants operating in over 28 industries. As of June 30, 2021, our properties were approximately 99.7% occupied.

Our operations are carried out through the Operating Partnership. OP Holdings, one of our wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. We and one of our wholly-owned subsidiaries are the only limited partners, and together own the remaining 99% of the Operating Partnership. As of June 30, 2021, our assets, liabilities, and results of operations are materially the same as those of the Operating Partnership. Although the Operating Partnership is wholly-owned by us, we may, in the future, issue partnership interests in the Operating Partnership to third parties in exchange for property owned by such third parties. In general, any such partnership interests would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when such partnership interests are issued.

We have elected to be taxed as a REIT for federal income tax purposes and believe we have been organized and have operated in a manner that allows us to qualify as a REIT for federal income tax purposes.

At the onset of the COVID-19 pandemic in 2020, many of our tenants requested rent deferrals or other forms of relief. Our discussions with tenants requesting relief substantially focused on industries that have been directly disrupted by the COVID-19 pandemic and restrictions intended to prevent its spread, particularly movie theaters, casual dining restaurants, entertainment, health and fitness and hotels. Since the beginning of 2021, we have seen a reduction in the impact of the COVID-19 pandemic and we expect that trend to continue. For the three and six months ended June 30, 2021, we deferred $3.2 million and $6.8 million of rent, respectively, and had net reversals of previous reserves against deferred rent of $5.9 million and $5.0 million, respectively, resulting in $9.1 million and $11.8 million, respectively, recognized in rental income. Additionally, for the three and six months ended June 30, 2021, we abated $0.2 million and $1.1 million, respectively, of rent.

As of June 30, 2021, we had an accounts receivable balance of $22.0 million related to deferred rent. For rent deferrals, the deferral periods range generally from one to six months, with an average deferral period of three months and an average repayment period of 12 months. Of the tenants who we have granted rent deferrals, 19% are public companies and the weighted average remaining lease term of leases with deferrals is 9.8 years (based on Base Rent). Currently, we have granted maximum rent deferrals of $3.4 million and de minimus abatements for periods after June 30, 2021. Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent relief, we can provide no assurance that such efforts or our efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic and restrictions intended to prevent its spread continue for a prolonged period. Even after such restrictions are lifted or reduced, the willingness of customers to visit our tenants’ businesses may be reduced due to lingering concerns regarding the continued risk of COVID-19 transmission and heightened sensitivity to risks associated with the transmission of diseases.

The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and various other assumptions deemed reasonable under the circumstances. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of our critical accounting policies is included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2020. We have not made any material changes to these policies during the periods covered by this quarterly report.

Comparison of the three and six months ended June 30, 2021 to the three and six months ended June 30, 2020

	Three Months Ended June 30,						Six Months Ended June 30,						Increase / (Decrease)
(In Thousands)	2021			2020			2021			2020			Three Months			Six Months
Revenues:
Rental income	$	164,449		$	117,190		$	299,107		$	238,553		$	47,259		$	60,554
Interest income on loans receivable		—			390			—			809			(390	)		(809	)
Earned income from direct financing leases		132			131			263			308			1			(45	)
Related party fee income		—			250			—			500			(250	)		(500	)
Other income		45			563			397			1,074			(518	)		(677	)
Total revenues		164,626			118,524			299,767			241,244			46,102			58,523
Expenses:
General and administrative		13,450			11,975			26,496			25,465			1,475			1,031
Property costs (including reimbursable)		6,319			7,234			11,771			13,170			(915	)		(1,399	)
Deal pursuit costs		257			14			499			1,033			243			(534	)
Interest		26,170			26,095			52,794			51,454			75			1,340
Depreciation and amortization		60,074			53,160			117,161			105,396			6,914			11,765
Impairments		7,800			21,049			14,530			61,823			(13,249	)		(47,293	)
Total expenses		114,070			119,527			223,251			258,341			(5,457	)		(35,090	)
Other income:
Loss on debt extinguishment		(10	)		—			(29,187	)		—			(10	)		(29,187	)
Gain on disposition of assets		37,507			658			39,343			1,046			36,849			38,297
Total other income		37,497			658			10,156			1,046			36,839			9,110
Income (loss) before income tax expense		88,053			(345	)		86,672			(16,051	)		88,398			102,723
Income tax expense		(129	)		(68	)		(217	)		(209	)		(61	)		(8	)
Net income (loss)	$	87,924		$	(413	)	$	86,455		$	(16,260	)	$	88,337		$	102,715

Rental income; Property costs (including reimbursable); Depreciation and amortization

	Three Months Ended June 30,				Six Months Ended June 30,				Increase / (Decrease)
(In Thousands)	2021		2020		2021		2020		Three Months		Six Months
Base Cash Rent	$	137,784	$	110,166	$	262,981	$	226,712	$	27,618	$	36,269
Variable cash rent (including reimbursables)		4,311		2,404		7,325		5,793		1,907		1,532
Straight-line rent, net of uncollectible reserve		21,428		4,392		27,101		5,486		17,036		21,615
Amortization of above- and below- market lease intangibles, net		926		228		1,700		562		698		1,138
Total rental income	$	164,449	$	117,190	$	299,107	$	238,553	$	47,259	$	60,554

The increase in Base Cash Rent, the largest component of rental income, for both comparative periods was driven by our net acquisitions, which also was the driver for the increase in depreciation and amortization. We acquired 160 properties during the trailing twelve months ended June 30, 2021, with a total of $78.5 million of annual in-place rent (monthly fixed rent at date of transaction multiplied by 12). During the same period, we disposed of 44 properties, 22 of which were vacant and the remaining 22 had annual in-place rents of $7.4 million. Our acquisition and disposition activity for the trailing twelve months ended June 30, 2021 is summarized below (in thousands):

In addition, we continue to see a decline in the impact of the COVID-19 pandemic on our tenants and a reduction in tenant credit issues. As such, in the second quarter of 2021, we reversed a significant amount of reserves for Base Cash Rent previously deemed not probable of collection, resulting in an increase in rental income of $11.7 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 and $11.3 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. Rent abatements executed as relief for the COVID-19 pandemic also decreased by $2.3 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 and $1.4 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Variable cash rent income is comprised of tenant reimbursements, where our tenants are obligated under the lease agreement to reimburse us for certain property costs we incur, less reimbursements we deem not probable of collection. As such, the change in variable cash rent is driven by the change in reimbursable property costs. For the three and six months ended June 30, 2021, property costs included $3.8 million and $6.5 million, respectively of reimbursable expenses, compared to $3.0 million and $6.6 million for the three and six months ended June 30, 2020. As such, variable cash rent and the related reimbursable property costs remained relatively flat for both comparative periods. Non-reimbursable property costs decreased $1.7 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 and $1.3 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, primarily due to a decrease in non-reimbursable property taxes driven by fewer tenant credit issues in 2021.

Non-cash rental income consists of straight-line rent, amortization of above- and below-market lease intangibles and bad debt expense. In conjunction with the reduction in tenant credit issues, in the second quarter of 2021 we reversed a significant amount of reserves for straight-line rent previously deemed not probable of collection, resulting in an increase in rental income of $15.7 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 and $17.5 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The remaining increase in non-cash rental income of $2.0 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 and $5.3 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily due to increases in straight-line rent as a result of net acquisitions and certain lease modifications.

The decrease in impairments for both comparative periods was driven by a tenant bankruptcy during the three months ended June 30, 2020, which resulted in the termination of lease for four properties, with no significant tenant bankruptcies in 2021. The decrease in impairments during the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was also driven by a recovery in the markets in 2021, after the downturn in 2020 at the onset of the COVID-19 pandemic.

We recorded $6.1 million of impairments on six underperforming properties for the three months ended June 30, 2021, compared to $1.6 million recorded on three properties in the comparative period. For the six months ended June 30, 2021, we recorded $11.8 million of impairments on 15 underperforming properties, compared to $41.3 million recorded on 21 properties in the comparative period. Additionally, impairment of $18.6 million and $18.8 million was recorded on lease intangible assets for the three and six months ended June 30, 2020, respectively, primarily as a result of the tenant bankruptcy discussed above.

Impairments remained relatively low on Vacant properties due to low vacancy rates for both comparative periods. $1.7 million of impairments were recorded on three vacant properties for the three months ended June 30, 2021, compared to $1.0 million of impairments recorded on three vacant properties in the comparative period. $2.7 million of impairment was recorded on five vacant properties for the six months ended June 30, 2021, compared to $1.3 million of impairments recorded on five vacant properties in the comparative period.

Finally, we recorded a reversal of $0.2 million and an allowance of $0.4 million for credit losses during the three and six months ended June 30, 2020, respectively. There were no allowances or reversals for credit losses recognized during the three and six months ended June 30, 2021.

Gain on disposition of assets increased for both comparative periods. During the three months ended June 30, 2021, we disposed of four active properties, resulting in net gains of $36.2 million, and disposed of seven vacant properties, resulting in net gains of $0.7 million. During the six months ended June 30, 2021, we disposed of eight active properties, resulting in net gains of $38.1 million, and disposed of eight vacant properties, resulting in net gains of $0.6 million. Additionally, there was a $0.6 million gain recognized on an asset substitution during the three and six months ended June 30, 2021.

During the three months ended June 30, 2020, we disposed of three vacant properties, resulting in net gains totaling $0.7 million. During the six months ended June 30, 2020, we disposed of four active properties, resulting in minimal net gains, and disposed of six vacant properties, resulting in net gains of $1.4 million. These gains were partially offset by a $0.2 million loss recorded on the sale of a notes receivable and $0.2 million in other net losses during the six months ended June 30, 2020.

During the first quarter of 2020, we did not issue or extinguish any debt. During the second quarter of 2020, we entered into the 2020 Term Loans. During the third quarter of 2020, we issued $450.0 million of 2031 Senior Notes, which triggered a

mandatory repayment of $222.0 million of the 2020 Term Loans. Remaining proceeds from the 2031 Senior Notes issuance were primarily utilized to repurchase $154.6 million of Convertible 2021 Notes.

In January 2021, we repaid the 2020 Term Loan in full, resulting in a loss on debt extinguishment of $0.7 million primarily due to the write-off of unamortized deferred financing costs. In March 2021, we issued $800.0 million aggregate principal amount of the 2028 and 2032 Senior Notes. Proceeds from these issuances were used to extinguish $207.4 million of CMBS loans, resulting in a loss on debt extinguishment of $28.5 million primarily due to pre-payment penalties. The Convertible Notes matured in May 2021, at which time they were settled in cash and the remaining discount and deferred financing costs were fully amortized.

These changes in our debt structure resulted in an overall increase in our total debt outstanding, but with a reduction in our weighted average interest rate from 3.55% at June 30, 2020 to 3.24% at June 30, 2021. As such, we had only a slight increase in total interest expense for both comparative periods:

	Three Months Ended June 30,				Six Months Ended June 30,				Increase / (Decrease)
(In Thousands)	2021		2020		2021		2020		Three Months			Six Months
Revolving credit facilities	$	558	$	804	$	1,353	$	2,860	$	(246	)	$	(1,507	)
Term loans		—		1,671		24		1,671		(1,671	)		(1,647	)
Senior Unsecured Notes		22,313		13,987		41,370		27,975		8,326			13,395
Mortgages payable		82		2,998		2,346		6,011		(2,916	)		(3,665	)
Convertible Notes		873		3,235		2,658		6,469		(2,362	)		(3,811	)
Non-cash interest expense		2,344		3,400		5,043		6,468		(1,056	)		(1,425	)
Total interest expense	$	26,170	$	26,095	$	52,794	$	51,454	$	75		$	1,340

General and administrative expenses increased during 2021, primarily driven by an increase in compensation expenses of $1.4 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 and $1.5 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The increase in compensation expenses was driven by an increase in accruals for merit-based compensation. The increase in general and administrative expenses for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was partially offset by a decrease in professional expenses of $0.7 million, primarily as a result of decreased legal and audit fees.

The following is a summary of tenant concentration for our owned real estate properties as of June 30, 2021:

Tenant ⁽¹⁾	Number of Properties		Total Square Feet (in thousands)		Percent of ABR
Life Time Fitness, Inc.		8		926		3.2	%
Cajun Global LLC		161		232		2.4	%
BJ's Wholesale Club, Inc.		9		1,028		2.4	%
At Home Group, Inc.		14		1,684		2.2	%
The Home Depot, Inc.		8		946		2.2	%
Alimentation Couche-Tard, Inc.		76		230		2.1	%
GPM Investments, LLC		109		303		1.9	%
Dollar Tree, Inc.		107		937		1.9	%
Walgreen Co.		33		472		1.9	%
CVS Caremark Corporation		33		409		1.6	%
Other⁽²⁾		1,323		37,537		78.2	%
Vacant		6		547		—
Total		1,887		45,251		100.0	%

⁽¹⁾ Tenants represent legal entities ultimately responsible for obligations under the lease agreements or affiliated entities. Other tenants may operate the same or similar business concepts or brands set forth above.

⁽²⁾ No Tenants within Other individually account for greater than 1.6% of ABR.

As of June 30, 2021, the weighted average remaining non-cancelable initial term of our leases (based on ABR) was 10.1 years. The following is a summary of lease expirations for our owned real estate as of June 30, 2021, assuming that tenants do not exercise any renewal options or early termination rights:

Leases Expiring In:	Number of Properties		ABR (in thousands)		Total Square Feet (in thousands)		Percent of ABR
Remainder of 2021		16	$	4,474		497		0.8	%
2022		39		15,872		1,502		3.0	%
2023		113		27,427		2,361		5.1	%
2024		47		16,936		1,514		3.2	%
2025		50		18,413		1,467		3.4	%
2026		122		41,185		4,080		7.7	%
2027		136		42,243		3,183		7.9	%
2028		109		30,640		1,953		5.7	%
2029		315		41,786		2,832		7.8	%
2030		77		22,255		2,290		4.2	%
Thereafter		857		274,130		23,025		51.2	%
Vacant		6		—		547		—
Total owned properties		1,887	$	535,361		45,251		100.0	%

The following is a summary of geographic concentration for our owned real estate properties as of June 30, 2021:

Location	Number of Properties		Total Square Feet (in thousands)		Percent of ABR			Location (continued)	Number of Properties		Total Square Feet (in thousands)		Percent of ABR
Texas		249		4,454		10.7	%	Louisiana		25		459		1.3	%
Florida		158		2,869		9.4	%	Utah		18		333		1.1	%
Georgia		139		2,702		6.4	%	Massachusetts		3		585		1.0	%
Ohio		87		3,139		5.5	%	Alaska		9		319		1.0	%
Michigan		89		2,007		4.1	%	New Hampshire		17		645		1.0	%
Tennessee		108		2,081		4.0	%	Wisconsin		13		700		0.9	%
New York		35		2,034		3.6	%	Connecticut		6		860		0.9	%
California		24		1,342		3.6	%	Idaho		16		273		0.9	%
Illinois		51		1,292		3.5	%	New Jersey		12		431		0.9	%
Missouri		64		1,563		3.1	%	Kansas		17		341		0.7	%
Arizona		46		931		3.1	%	Maine		27		85		0.5	%
South Carolina		57		1,048		3.0	%	Washington		7		125		0.4	%
Maryland		11		1,401		2.9	%	West Virginia		12		191		0.4	%
North Carolina		69		1,774		2.8	%	Delaware		2		128		0.4	%
Alabama		95		787		2.5	%	Nebraska		8		218		0.4	%
Virginia		44		1,335		2.4	%	Montana		3		152		0.4	%
Minnesota		24		902		2.1	%	North Dakota		3		105		0.3	%
Oklahoma		54		1,030		2.0	%	Rhode Island		3		95		0.2	%
Indiana		40		1,751		2.0	%	Oregon		3		105		0.2	%
Colorado		27		991		2.0	%	Iowa		10		140		0.2	%
Mississippi		53		753		1.8	%	South Dakota		2		30		0.2	%
New Mexico		29		622		1.7	%	Wyoming		1		35		0.1	%
Kentucky		44		622		1.6	%	U.S. Virgin Islands		1		38		0.1	%
Pennsylvania		29		789		1.4	%	Vermont		1		2	*
Arkansas		42		637		1.3	%

The following is a summary of asset type concentration and, for retail assets, the tenant industry of our owned properties as of June 30, 2021:

Asset Type	Tenant Industry	Number of Properties		Total Square Feet (in thousands)		Percent of ABR
Retail			1,669		26,800		75.1	%
	Health and Fitness		45		2,570		7.7	%
	Convenience Stores		328		1,045		7.3	%
	Restaurants - Quick Service		355		775		6.0	%
	Restaurants - Casual Dining		131		908		5.4	%
	Dealerships		30		993		4.5	%
	Movie Theaters		37		1,953		4.2	%
	Drug Stores / Pharmacies		76		976		4.0	%
	Entertainment		25		1,070		3.3	%
	Dollar Stores		181		1,659		3.1	%
	Car Washes		65		308		3.0	%
	Warehouse Club and Supercenters		15		1,659		2.9	%
	Home Improvement		15		1,692		2.9	%
	Grocery		36		1,654		2.9	%
	Home Décor		17		2,235		2.7	%
	Specialty Retail		53		1,198		2.3	%
	Automotive Service		74		601		2.3	%
	Sporting Goods		18		1,049		2.2	%
	Department Stores		16		1,423		1.9	%
	Home Furnishings		18		783		1.6	%
	Early Education		35		384		1.4	%
	Automotive Parts		55		388		1.0	%
	Office Supplies		16		351		0.7	%
	Other		9		294		0.7	%
	Medical Office		5		65		0.5	%
	Pet Supplies and Service		4		133		0.4	%
	Apparel		4		87		0.2	%
	Vacant		6		547		—
Industrial			177		16,272		17.9	%
Office and Other			41		2,179		7.0	%
Total			1,887		45,251		100.0	%

In November 2020, the Board of Directors approved a new $500.0 million ATM Program, and we terminated the 2016 ATM Program. Sales of shares of our common stock under the 2020 ATM Program may be made in sales deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act.

The 2020 ATM Program contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the agents, we may enter into separate forward sale agreements with one of the agents or one of their respective affiliates (in such capacity, each, a “forward purchaser”). When we enter into a forward sale agreement, we expect that the forward purchaser will attempt to borrow from third parties and sell, through a forward seller, shares of our common stock to hedge the forward purchaser's exposure under the forward sale agreement. We will not initially receive any proceeds from any sale of shares of our common stock borrowed by a forward purchaser and sold through a forward seller.

We currently expect to fully physically settle any forward sale agreement with the respective forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.

As of June 30, 2021, 5.3 million shares of our common stock have been sold under the 2020 ATM Program, of which 1.9 million shares were sold during the six months ended June 30, 2021. All of these sales were through forward sales agreements. The forward sale price that we will receive upon physical settlement of the agreements is subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchasers’ stock borrowing costs and (iii) scheduled dividends during the term of the forward sale agreements. As of June 30, 2021, there were 1.9 million shares remaining under open forward sales agreements. Assuming the full physical settlement of those open forward sales agreements, we have $289.1 million remaining available under the 2020 ATM Program as of June 30, 2021.

On a short-term basis, our principal demands for funds will be for operating expenses, acquisitions, distributions to stockholders and payment of interest and principal on current and any future debt financings. We expect to fund these demands primarily through cash provided by operating activities, borrowings under the 2019 Credit Facility and, when market conditions warrant, issuances of equity securities, including shares of our common stock under our 2020 ATM program. As of June 30, 2021, available liquidity was comprised of $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 and restricted cash equivalents. Also, as of June 30, 2021, we had $79.6 million of expected proceeds available assuming the full physical settlement of our open forward equity contracts and remaining capacity of $289.1 million under our 2020 ATM Program.

We plan to meet our long-term capital needs, including long-term financing of property acquisitions, by issuing registered debt or equity securities, by obtaining asset level financing and by issuing fixed-rate secured or unsecured notes and bonds. In the future, some of our property acquisitions could be made by issuing partnership interests of our Operating Partnership in exchange for property owned by third parties. These partnership interests would be exchangeable for cash or, at our election, shares of our common stock. We continually evaluate financing alternatives and believe that we can obtain financing on reasonable terms. However, we cannot be sure that we will have access to the capital markets at times and on terms that are acceptable to us. Refer to “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information about the potential impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our stockholders. We expect that our primary uses of capital will be for property and other asset acquisitions, the payment of tenant improvements, operating expenses, debt service payments and distributions to our stockholders.

The following descriptions of debt should be read in conjunction with Note 4 to the consolidated financial statements herein.

As of June 30, 2021, the aggregate gross commitment under the 2019 Credit Facility was $800.0 million, which may be increased up to $1.2 billion by exercising an accordion feature, subject to satisfying certain requirements and obtaining additional lender commitments. The 2019 Credit Facility has a maturity of March 31, 2023 and includes two six-month extensions that can be exercised at our option.

We may voluntarily prepay the 2019 Credit Facility, in whole or in part, at any time without premium or penalty. Payment of the 2019 Credit Facility is unconditionally guaranteed by the Company and material subsidiaries that meet certain conditions. As of June 30, 2021, there were no subsidiaries that met this requirement.

As of June 30, 2021, the 2019 Credit Facility bore interest at 1-Month LIBOR plus 0.90%, with $13.0 million in borrowings outstanding, and a ratings-based facility fee in the amount of 0.20% per annum. As of June 30, 2021, there were no letters of credit outstanding.

As of June 30, 2021, we had the following Senior Unsecured Notes outstanding (dollars in thousands):

The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the respective Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the respective indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed three months or less (or two months or less in the case of the 2027 Senior Notes and 2028 Senior Notes) prior to their respective maturity dates, the redemption price will not include a make-whole premium.

In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants. As of June 30, 2021, we had two fixed-rate CMBS loans with $5.6 million of aggregate outstanding principal. One of the CMBS loans, with principal outstanding of $4.9 million, matures in August 2031 and has a stated interest rate of 5.80%. The other CMBS loan, with principal outstanding of $0.7 million, matures in December 2025 and has a stated interest rate of 6.00%. Both CMBS loans are partially amortizing and require a balloon payment at maturity.

Future principal payments due on our various types of debt outstanding as of June 30, 2021 (in thousands):

During the three months ended March 31, 2021, we repaid the 2020 Term Loan in full. Additionally, we issued the 2028 and 2032 Senior Unsecured Notes and used the proceeds to extinguish three of our CMBS loans. During the three months ended June 30, 2021, the Convertible Notes matured and were fully settled in cash. There were no other material changes outside the ordinary course of business to the information regarding specified contractual obligations contained in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC.

We may enter into commitments to purchase goods and services in connection with the operations of our properties. Those commitments generally have terms of one-year or less and reflect expenditure levels comparable to our historical expenditures.

Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally characterized as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.

We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gains) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).

We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.

Any distributions will be at the sole discretion of our Board of Directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable laws and such other factors as our Board of Directors deems relevant. Refer to “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information about the potential impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our stockholders.

The following table presents a summary of our cash flows for the six months ended June 30, 2021 and 2020 (in thousands):

As of June 30, 2021, we had $67.6 million of cash, cash equivalents and restricted cash as compared to $83.3 million as of December 31, 2020 and $109.4 million as of June 30, 2020.

Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.

The increase in net cash provided by operating activities was driven by the net increase in cash rental revenue of $58.9 million, driven by net acquisitions over the trailing twelve month period, a decrease of $1.4 million in rent abated year-over-year, and a decrease of $9.8 million in deferred rent year-over-year as a result of improvements in tenant credit issues since the onset of the COVID-19 pandemic.

The increase in net cash provided by operating activities was partially offset by the following:

Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.

Net cash used in investing activities during the six months ended June 30, 2021 included $480.2 million for the acquisition of 43 properties and $2.6 million of capitalized real estate expenditures. These outflows were partially offset by $87.4 million in net proceeds from the disposition of 16 properties (of which one property was disposed of through a $58.2 million 1031 Exchange), and $2.0 million that was collected from a disposal that occurred in 2020.

During the same period in 2020, net cash used in investing activities included $218.9 million for the acquisition of 29 properties and $8.3 million of capitalized real estate expenditures. These outflows were partially offset by $17.7 million in net proceeds from the disposition of 10 properties and the sale of one loan receivable. Additionally, the outflows were further offset by the collection of $2.7 million of principal on loans receivable.

Generally, our net cash provided by or used in financing activities is impacted by our borrowings under our revolving credit facilities and term loans, issuances of net-lease mortgage notes, common stock and debt offerings and repurchases and dividend payments on our common and preferred stock.

Net cash provided by financing activities during the six months ended June 30, 2021 was primarily attributable to borrowings of $794.8 million under Senior Unsecured Notes, net proceeds from the issuance of common stock of $145.7 million and net borrowings of $13.0 million under our revolving credit facilities. These amounts were partially offset by repayments of $208.6 million on mortgages payable, repayments of $190.4 million on convertible notes, repayments of $178.0 million on term loans, payment of dividends to equity owners of $150.2 million, debt extinguishment costs of $26.7 million, deferred financing costs of $7.1 million and common stock repurchases for employee tax withholdings totaling $4.4 million.

During the same period in 2020, net cash provided by financing activities was primarily attributable to borrowings of $400.0 million under term loans and net proceeds from the issuance of common stock of $17.6 million. These amounts were partially offset by net repayments of $116.5 million on our revolving credit facilities, payment of dividends to equity owners of $135.1 million, deferred financing costs of $2.4 million, repayment of $2.0 million on mortgages payable and common stock repurchases for employee tax withholdings totaling $4.4 million.

As of June 30, 2021, we did not have any material off-balance sheet arrangements.

FFO: We calculate FFO in accordance with the standards established by NAREIT. FFO represents net income (loss) attributable to common stockholders (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net (gains) losses from property dispositions. We use FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate-related depreciation and amortization, impairment charges and net (gains) losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of equity REITs, FFO will be used by investors as a basis to compare our operating performance with that of other equity REITs. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our properties that result from use or market conditions, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited.

AFFO: AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. We adjust FFO to eliminate the impact of certain items that we believe are not indicative of our core operating performance, such as debt extinguishment gains (losses), costs associated with termination of interest rate swaps, costs related to the COVID-19 pandemic and certain non-cash items. These certain non-cash items include non-cash revenues (comprised of straight-line rents net of bad debt expense and amortization of lease and loan receivable intangibles), non-cash interest expense (comprised of amortization of deferred financing costs and debt discounts/premiums) and non-cash compensation expense. Other equity REITs may not calculate FFO and AFFO as we do, and, accordingly, our FFO and AFFO may not be comparable to such other equity REITs’ FFO and AFFO. FFO and AFFO do not represent cash generated from operating activities determined in accordance with GAAP, are not necessarily indicative of cash available to fund cash needs and should only be considered a supplement, and not an alternative, to net income (loss) attributable to common stockholders (computed in accordance with GAAP) as a performance measure.

Adjusted Debt: Adjusted Debt represents interest bearing debt (reported in accordance with GAAP) adjusted to exclude unamortized debt discount/premium and deferred financing costs and reduced by cash and cash equivalents and restricted cash. The result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition.

EBITDAre: EBITDAre is computed in accordance with standards established by NAREIT. EBITDAre is computed as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, impairments of depreciated property and losses/(gains) on the disposition of depreciated property.

Adjusted EBITDAre: Adjusted EBITDAre represents EBITDAre as adjusted for revenue producing acquisitions and dispositions for the quarter as if such acquisitions and dispositions had occurred as of the beginning of the quarter and for certain items that we believe are not indicative of our core operating performance, such as debt extinguishment gains (losses), non-cash compensation and costs related to the COVID-19 pandemic. We believe that excluding these items, which are not key drivers of our investment decisions and may cause short-term fluctuations in net income, provides a useful supplemental measure to investors and analysts in assessing the net earnings contribution of our real estate portfolio. Because these measures do not represent net income (loss) that is computed in accordance with GAAP, they should only be considered a supplement, and not an alternative, to net income (loss) (computed in accordance with GAAP) as a performance measure.

Annualized Adjusted EBITDAre: Annualized Adjusted EBITDAre is calculated as Adjusted EBITDAre for the quarter, adjusted for items where annualization would not be appropriate, multiplied by four. Our computation of Adjusted EBITDAre and Annualized Adjusted EBITDAre may differ from the methodology used by other equity REITs to calculate these measures and, therefore, may not be comparable to such other REITs.

Adjusted Debt to Annualized Adjusted EBITDAre: Adjusted Debt to Annualized Adjusted EBITDAre is a supplemental non-GAAP financial measure used to evaluate the level of borrowed capital being used to increase the potential return of our real estate investments, and a proxy for a measure we believe is used by many lenders and ratings agencies to evaluate our ability to repay and service our debt obligations. We believe the ratio is a beneficial disclosure to investors as a supplemental means of evaluating our ability to meet obligations senior to those of our equity holders. Our computation of this ratio may differ from the methodology used by other equity REITs, and, therefore, may not be comparable to such other REITs.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2021			2020			2021			2020
Net income (loss) attributable to common stockholders	$	85,336		$	(3,001	)	$	81,279		$	(21,436	)
Portfolio depreciation and amortization		59,933			53,014			116,875			105,105
Portfolio impairments		7,800			21,049			14,530			61,823
Gain on disposition of assets		(37,507	)		(658	)		(39,343	)		(1,046	)
FFO attributable to common stockholders	$	115,562		$	70,404		$	173,341		$	144,446
Loss on debt extinguishment		10			—			29,187			—
Deal pursuit costs		257			14			499			1,033
Non-cash interest expense		2,344			3,400			5,043			6,468
Straight-line rent, net of uncollectible reserve		(21,428	)		(4,392	)		(27,101	)		(5,486	)
Other amortization and non-cash charges		(761	)		133			(1,535	)		170
Non-cash compensation expense		3,614			3,308			6,992			6,759
Costs related to COVID-19 ⁽¹⁾		274			738			706			738
AFFO attributable to common stockholders ⁽²⁾	$	99,872		$	73,605		$	187,132		$	154,128

Net income (loss) per share of common stock - Diluted	$	0.74		$	(0.03	)	$	0.70		$	(0.21	)
FFO per share of common stock - Diluted ⁽³⁾	$	1.00		$	0.68		$	1.50		$	1.39
AFFO per share of common stock - Diluted ⁽³⁾	$	0.86		$	0.71		$	1.62		$	1.49

Weighted average shares of common stock outstanding - Diluted		115,557,555			102,678,967			115,212,294			102,454,557
Weighted average shares of common stock outstanding for non-GAAP measures - Diluted⁽³⁾		115,557,555			102,762,592			115,212,294			103,292,730

	Three Months Ended June 30,
(Dollars in thousands)	2021			2020
Net income (loss)	$	87,924		$	(413	)
Interest		26,170			26,095
Depreciation and amortization		60,074			53,160
Income tax expense		129			68
Gain on disposition of assets		(37,507	)		(658	)
Portfolio impairments		7,800			21,049
EBITDAre	$	144,590		$	99,301
Adjustments to revenue producing acquisitions and dispositions		1,564			85
Deal pursuit costs		257			14
Loss on debt extinguishment		10			—
Costs related to COVID-19 ⁽¹⁾		274			738
Non-cash compensation expense ⁽²⁾		3,614			—
Adjusted EBITDAre	$	150,309		$	100,138
Adjustments related to straight-line rent ⁽³⁾		(9,981	)		1,112
Other adjustments for Annualized EBITDAre ⁽⁴⁾		(5,272	)		1,493
Annualized Adjusted EBITDAre	$	540,224		$	410,972
Adjusted Debt / Annualized Adjusted EBITDAre ⁽⁵⁾		5.0	x		5.7	x

⁽⁵⁾Adjusted Debt / Annualized Adjusted EBITDAre would be 4.9x if the 1.9 million shares under open forward sales agreements had been settled as of June 30, 2021.

We are exposed to financial market risks, including interest rate risk. Interest rates and other factors, such as occupancy, rental rates and our tenants’ financial condition, influence our performance more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally enter into leases that provide for payments of rent with scheduled increases and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales, to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, our exposure to rising property operating costs due to inflation is mitigated.

Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, which are beyond our control. Our operating results depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable-rate debt in the future, including amounts that we may borrow under our 2019 Credit Facility. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings. In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results.

As of June 30, 2021, our assets were primarily long-term, fixed-rate leases, the vast majority of which have scheduled rent increases during the term of the lease. As of June 30, 2021, $2.8 billion of our indebtedness outstanding was fixed-rate, consisting of our Senior Unsecured Notes and mortgages payable, with a weighted average stated interest rate of 3.25%, excluding amortization of deferred financing costs and debt discounts/premiums. The remaining $13.0 million of our indebtedness was variable-rate borrowings outstanding under our 2019 Credit Facility, with a stated interest rate of 1.05%. If 1-Month LIBOR as of June 30, 2021 increased by 100 basis points, or 1.0%, the resulting increase in annual interest expense with respect to the $13.0 million outstanding under the 2019 Credit Facility would impact our future earnings and cash flows by $0.1 million.

The estimated fair values of our debt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads. The debt instrument balances as of June 30, 2021 are as follows (in thousands):

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness as of June 30, 2021 of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time-to-time, we may be subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. We are not currently a party as plaintiff or defendant to any legal proceedings that we believe to be material or that individually or in the aggregate would be expected to have a material effect on our business, financial condition or results of operations if determined adversely to us.

There have been no material changes to the risk factors as disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


Maryland		20-1676382

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2727 North Harwood Street, Suite 300, Dallas, Texas 75201		(972) 476-1900
(Address of principal executive offices; zip code)		(Registrant’s telephone number, including area code)


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			3
PART I — FINANCIAL INFORMATION			5
	Item 1.	Financial Statements (Unaudited)	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
	Item 4.	Controls and Procedures	42
PART II — OTHER INFORMATION			43
	Item 1.	Legal Proceedings	43
	Item 1A.	Risk Factors	43
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
	Item 3.	Defaults Upon Senior Securities	43
	Item 4.	Mine Safety Disclosures	43
	Item 5.	Other Information	43
	Item 6.	Exhibits	44
		Signatures	45

Corporation	Spirit Realty Capital, Inc., a Maryland corporation
CPI	Consumer Price Index
EBITDAre	EBITDAre is a non-GAAP financial measure computed in accordance with standards established by NAREIT. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FFO	Funds From Operations is a non-GAAP financial measure. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
GAAP	Generally Accepted Accounting Principles in the United States
Interim Management Agreement	Interim Management Agreement between Spirit Realty AM Corporation, a wholly-owned subsidiary of the Company, and Spirit MTA REIT dated June 2, 2019, which was effective from September 20, 2019 through September 4, 2020
LIBOR	London Interbank Offered Rate
NAREIT	National Association of Real Estate Investment Trusts
OP Holdings	Spirit General OP Holdings, LLC
Operating Partnership	Spirit Realty, L.P., a Delaware limited partnership
REIT	Real estate investment trust
S&P	S&P's Global Ratings
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Senior Unsecured Notes	2026 Senior Notes, 2027 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2030 Senior Notes, 2031 Senior Notes and 2032 Senior Notes, collectively
Series A Preferred Stock	6,900,000 shares of 6.000% Cumulative Redeemable Preferred Stock issued October 3, 2017, with a liquidation preference of $25.00 per share
SMTA	Spirit MTA REIT, a Maryland real estate investment trust, or SMTA Liquidating Trust, a Maryland common law trust, as the context dictates. On January 1, 2020, Spirit MTA REIT transferred all of its assets (subject to all of its liabilities) to SMTA Liquidating Trust
Spin-Off	Creation of an independent, publicly traded REIT, SMTA, through our contribution of certain assets to SMTA followed by the distribution by us to our stockholders of all of the common shares of beneficial interest in SMTA.
TSR	Total Shareholder Return

Supplemental Disclosures of Non-Cash Activities:	Six Months Ended June 30,
	2021		2020
Dividends declared and unpaid	$	74,440	$	64,402
Accrued market-based award dividend rights		750		462
Accrued capitalized costs		1,703		457
Accrued deferred financing costs		5		106
Reclass of residual value from direct financing lease to operating lease		—		6,831
Receivable for disposal of real estate property		—		2,000


Large accelerated filer ☒	Accelerated filer □	Non-accelerated filer □

	June 30, 2021		December 31, 2020		June 30, 2020
Cash and cash equivalents	$	9,403	$	70,303	$	97,190
Restricted cash:
1031 Exchange proceeds		58,154		—		—
Tenant improvements, repairs and leasing commissions ⁽¹⁾		—		12,660		11,769
Collateral deposits ⁽²⁾		—		335		426
Total cash, cash equivalents and restricted cash	$	67,557	$	83,298	$	109,385

	Number of Properties									Dollar Amount of Investments
	Held in Use			Held for Sale			Total			Held in Use			Held for Sale			Total
Gross balance, December 31, 2020		1,853			7			1,860		$	6,777,673		$	27,764		$	6,805,437
Acquisitions/improvements ⁽¹⁾		43			—			43			478,606			—			478,606
Dispositions of real estate ^{(2) (3)}		(11	)		(5	)		(16	)		(41,187	)		(13,062	)		(54,249	)
Transfers to Held for Sale		(5	)		5			—			(12,501	)		12,501			—
Transfers from Held for Sale		1			(1	)		—			1,683			(1,683	)		—
Impairments ⁽⁴⁾		—			—			—			(12,930	)		(1,600	)		(14,530	)
Reset of gross balances ⁽⁵⁾		—			—			—			(15,590	)		(743	)		(16,333	)
Other		—			—			—			1,804			—			1,804
Gross balance, June 30, 2021		1,881			6			1,887			7,177,558			23,177			7,200,735
Accumulated depreciation and amortization											(1,073,704	)		(1,394	)		(1,075,098	)
Net balance, June 30, 2021 ⁽⁶⁾										$	6,103,854		$	21,783		$	6,125,637

	June 30, 2021
Remainder of 2021	$	267,702
2022		530,682
2023		515,118
2024		497,744
2025		486,039
Thereafter		3,648,755
Total future minimum rentals	$	5,946,040

	June 30, 2021			December 31, 2020
In-place leases	$	495,658		$	473,062
Above-market leases		84,405			83,185
Less: accumulated amortization		(196,643	)		(188,258	)
Intangible lease assets, net	$	383,420		$	367,989

Below-market leases	$	184,886		$	178,614
Less: accumulated amortization		(61,246	)		(56,712	)
Intangible lease liabilities, net	$	123,640		$	121,902

	Weighted Average Effective Interest Rates ⁽¹⁾	Weighted Average Stated Interest Rates ⁽²⁾		Weighted Average Remaining Years to Maturity⁽³⁾		June 30, 2021			December 31, 2020
Debt:
Revolving credit facilities	4.06%	1.05%			1.7	$	13,000		$	—
Term loans	1.96%		—		—		—			178,000
Senior Unsecured Notes	3.51%	3.25%			7.9		2,750,000			1,950,000
Mortgages payable	4.40%	5.83%			9.4		5,601			214,237
Convertible Notes	5.03%		—		—		—			190,426
Total debt	3.64%	3.24%			7.9		2,768,601			2,532,663
Debt discount, net							(11,441	)		(7,807	)
Deferred financing costs, net ⁽⁴⁾							(21,585	)		(18,515	)
Total debt, net						$	2,735,575		$	2,506,341

	Maturity Date	Interest Payment Dates	Stated Interest Rate	June 30, 2021		December 31, 2020
2026 Senior Notes	September 15, 2026	March 15 and September 15	4.45%	$	300,000	$	300,000
2027 Senior Notes	January 15, 2027	January 15 and July 15	3.20%		300,000		300,000
2028 Senior Notes	March 15, 2028	March 15 and September 15	2.10%		450,000		—
2029 Senior Notes	July 15, 2029	January 15 and July 15	4.00%		400,000		400,000
2030 Senior Notes	January 15, 2030	January 15 and July 15	3.40%		500,000		500,000
2031 Senior Notes	February 15, 2031	February 15 and August 15	3.20%		450,000		450,000
2032 Senior Notes	February 15, 2032	February 15 and August 15	2.70%		350,000		—
Total Senior Unsecured Notes			3.25%	$	2,750,000	$	1,950,000

	Scheduled Principal		Balloon Payment		Total
Remainder of 2021	$	251	$	—	$	251
2022		525		—		525
2023		556		13,000		13,556
2024		590		—		590
2025		610		16		626
Thereafter		3,000		2,750,053		2,753,053
Total	$	5,532	$	2,763,069	$	2,768,601

Declaration Date	Dividend Per Share		Record Date	Total Amount (in thousands)		Payment Date
Common Stock
February 17, 2021	$	0.625	March 31, 2021	$	71,837	April 15, 2021
May 19, 2021	$	0.625	June 30, 2021	$	74,436	July 15, 2021
Preferred Stock
February 17, 2021	$	0.375	March 15, 2021	$	2,588	March 31, 2021
May 19, 2021	$	0.375	June 15, 2021	$	2,588	June 30, 2021

			Fair Value Hierarchy Level
Description	Fair Value		Level 1		Level 2		Level 3
Assets held at June 30, 2021
Impaired at March 31, 2021	$	2,479	$	—	$	—	$	2,479
Impaired at June 30, 2021	$	18,888	$	—	$	—	$	18,888

Assets held at December 31, 2020
Impaired at March 31, 2020	$	36,491	$	—	$	—	$	36,491
Impaired at June 30, 2020	$	8,055	$	—	$	—	$	8,055
Impaired at September 30, 2020	$	10,027	$	—	$	—	$	10,027
Impaired at December 31, 2020	$	14,259	$	—	$	—	$	14,259

Unobservable Input	Asset Type	Property Count		Price Per Square Foot Range	Weighted Average Price Per Square Foot		Square Footage
June 30, 2021
PSA, LOI or BOV	Retail		9	$30.90 - $383.04	$	66.30		141,939
PSA, LOI or BOV	Office		1	$67.66	$	67.66		31,036
Comparable Properties	Retail		3	$29.35 - $483.09	$	51.62		41,743

December 31, 2020
PSA, LOI or BOV	Retail		11	$16.67 - $338.98	$	43.32		577,945
Comparable Properties	Retail		10	$4.35 - $282.08	$	57.62		431,563
Comparable Properties	Office		1	$79.80 - $103.79	$	89.25		28,804

	June 30, 2021				December 31, 2020
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
2019 Credit Facility	$	13,000	$	13,007	$	—	$	—
2020 Term Loans, net⁽¹⁾		—		—		177,309		177,884
Senior Unsecured Notes, net⁽¹⁾		2,716,752		2,894,936		1,927,348		2,122,409
Mortgages payable, net⁽¹⁾		5,823		6,073		212,582		226,240
Convertible Notes, net⁽¹⁾		—		—		189,102		194,124



1,887	99.7%	48	306	28
Owned Properties	Occupancy	States	Tenants	Retail Industries

	Six Months Ended June 30,
	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
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(15,741	)	$	83,362		$	(99,103	)

	June 30,
(Dollars in thousands)	2021			2020
2019 Credit Facility	$	13,000		$	—
2020 Term Loans		—			397,824
Senior Unsecured Notes, net		2,716,752			1,484,884
Mortgages payable, net		5,823			214,338
Convertible Notes, net		—			339,462
Total debt, net		2,735,575			2,436,508
Unamortized debt discount, net		11,441			6,804
Unamortized deferred financing costs		21,585			18,004
Cash and cash equivalents		(9,403	)		(97,190	)
Restricted cash		(58,154	)		(12,195	)
Adjusted Debt	$	2,701,044		$	2,351,931


Exhibit No.	Description

3.1	Articles of Restatement of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Registration Statement on Form S-3 on November 8, 2013 and incorporated herein by reference.
3.2	Articles of Amendment of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Form 8-K on May 13, 2014 and incorporated herein by reference.
3.3	Articles Supplementary of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Current Report on Form 8-K on March 3, 2017 and incorporated herein by reference.
3.4	Fifth Amended and Restated Bylaws of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company’s Form 8-K on August 15, 2017 and incorporated herein by reference.
3.5	Second Amended and Restated Agreement of Limited Partnership of Spirit Realty, L.P. filed as Exhibit 3.1 to the Operating Partnership's Form 8-K on October 3, 2017 and incorporated herein by reference.
3.6	Articles Supplementary designating Spirit Realty Capital, Inc.'s 6.000% Series A Cumulative Redeemable Preferred Stock filed as Exhibit 3.4 to the Company's Registration Statement on Form 8-A on October 2, 2017 and incorporated herein by reference.
3.7	Certificate of Limited Partnership of Spirit Realty, L.P. dated September 25, 2012, filed as Exhibit 4.5 to the Company's Form S-4 on March 20, 2017 and incorporated herein by reference.
3.8	Articles of Amendment of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Form 8-K on April 29, 2019 and incorporated herein by reference.
4.1	Sixth Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the 2028 Notes and the 2028 Guarantee, filed as Exhibit 4.2 to the Company’s Form 8-K on March 3, 2021 and incorporated herein by reference.
4.2	Seventh Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the 2032 Notes and the 2032 Guarantee, filed as Exhibit 4.3 to the Company’s Form 8-K on March 3, 2021 and incorporated herein by reference.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Spirit Realty Capital, Inc.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Spirit Realty Capital, Inc.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Spirit Realty Capital, Inc.
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101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104.1*	Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
*	Filed herewith.

	SPIRIT REALTY CAPITAL, INC.
	(Registrant)

	By:		/s/ Prakash J. Parag
	Name:		Prakash J. Parag
	Title:		Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

Date:	August 3, 2021	/s/ Jackson Hsieh
		Jackson Hsieh
		President and Chief Executive Officer

Date:	August 3, 2021	/s/ Michael Hughes
		Michael Hughes
		Executive Vice President and Chief Financial Officer

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Jul. 29, 2021
Document Information [Line Items]
Entity Registrant Name	SPIRIT REALTY CAPITAL, INC.
Entity Central Index Key	0001308606
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		119,103,788
Entity File Number	001-36004
Entity Tax Identification Number	20-1676382
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	2727 North Harwood Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	972
Local Phone Number	476-1900
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Common Stock
Document Information [Line Items]
Trading Symbol	SRC
Title of 12(b) Security	Common stock, par value $0.05 per share
Security Exchange Name	NYSE
6.000% Series A Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Trading Symbol	SRC-A
Title of 12(b) Security	6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
Security Exchange Name	NYSE

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Real estate investments:
Land and improvements	$ 2,207,232	$ 2,090,592
Buildings and improvements	4,567,707	4,302,004
Total real estate investments	6,774,939	6,392,596
Less: accumulated depreciation	(938,308)	(850,320)
Net real estate held for investment	5,836,631	5,542,276
Intangible lease assets, net	383,420	367,989
Real estate assets under direct financing leases, net	7,443	7,444
Real estate assets held for sale, net	21,783	25,821
Net investments	6,249,277	5,943,530
Cash and cash equivalents	9,403	70,303
Deferred costs and other assets, net	228,912	157,353
Goodwill	225,600	225,600
Total assets	6,713,192	6,396,786
Liabilities:
Revolving credit facilities	13,000
Term loans, net		177,309
Senior Unsecured Notes, net	2,716,752	1,927,348
Mortgages payable, net	5,823	212,582
Convertible Notes, net		189,102
Total debt, net	2,735,575	2,506,341
Intangible lease liabilities, net	123,640	121,902
Accounts payable, accrued expenses and other liabilities	169,153	167,423
Total liabilities	3,028,368	2,795,666
Commitments and contingencies (see Note 6)
Stockholders’ equity:
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both June 30, 2021 and December 31, 2020	166,177	166,177
Common stock, $0.05 par value, 175,000,000 shares authorized: 119,103,912 and 114,812,615 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	5,955	5,741
Capital in excess of common stock par value	6,278,735	6,126,503
Accumulated deficit	(2,758,793)	(2,688,647)
Accumulated other comprehensive loss	(7,250)	(8,654)
Total stockholders’ equity	3,684,824	3,601,120
Total liabilities and stockholders’ equity	$ 6,713,192	$ 6,396,786

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Stockholders’ equity:
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	6,900,000	6,900,000
Preferred stock, shares outstanding	6,900,000	6,900,000
Common stock, par value per share (in USD per share)	$ 0.05	$ 0.05
Common stock, shares authorized	175,000,000	175,000,000
Common stock, shares issued	119,103,912	114,812,615
Common stock, shares outstanding	119,103,912	114,812,615

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues:
Rental income	$ 164,449	$ 117,190	$ 299,107	$ 238,553
Interest income on loans receivable		390		809
Earned income from direct financing leases	132	131	263	308
Related party fee income		250		500
Other income	45	563	397	1,074
Total revenues	164,626	118,524	299,767	241,244
Expenses:
General and administrative	13,450	11,975	26,496	25,465
Property costs (including reimbursable)	6,319	7,234	11,771	13,170
Deal pursuit costs	257	14	499	1,033
Interest	26,170	26,095	52,794	51,454
Depreciation and amortization	60,074	53,160	117,161	105,396
Impairments	7,800	21,049	14,530	61,823
Total expenses	114,070	119,527	223,251	258,341
Other income:
Loss on debt extinguishment	(10)		(29,187)
Gain on disposition of assets	37,507	658	39,343	1,046
Total other income	37,497	658	10,156	1,046
Income (loss) before income tax expense	88,053	(345)	86,672	(16,051)
Income tax expense	(129)	(68)	(217)	(209)
Net income (loss)	87,924	(413)	86,455	(16,260)
Dividends paid to preferred shareholders	(2,588)	(2,588)	(5,176)	(5,176)
Net income (loss) attributable to common stockholders	$ 85,336	$ (3,001)	$ 81,279	$ (21,436)
Net income (loss) per share attributable to common stockholders:
Basic (in USD per share)	$ 0.74	$ (0.03)	$ 0.71	$ (0.21)
Diluted (in USD per share)	$ 0.74	$ (0.03)	$ 0.70	$ (0.21)
Weighted average shares of common stock outstanding:
Basic (in shares)	115,005,740	102,678,967	114,840,397	102,454,557
Diluted (in shares)	115,557,555	102,678,967	115,212,294	102,454,557
Dividends declared per common share/per partnership unit issued (in USD per share)	$ 0.6250	$ 0.6250	$ 1.2500	$ 1.2500

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Capital in Excess of Par Value	Accumulated Deficit	AOCL
Beginning balance, value at Dec. 31, 2019	$ 3,413,249	$ 166,177	$ 5,124	$ 5,686,247	$ (2,432,838)	$ (11,461)
Preferred shares outstanding, beginning balance at Dec. 31, 2019		6,900,000
Common shares outstanding, beginning balance at Dec. 31, 2019			102,476,152
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(15,847)				(15,847)
Dividends declared on preferred stock	(2,588)				(2,588)
Net income (loss) attributable to common stockholders	(18,435)				(18,435)
Other comprehensive income	702					702
Dividends declared on common stock	(64,338)				(64,338)
Tax withholdings related to net stock settlements	(2,349)		$ (2)		(2,347)
Tax withholdings related to net stock settlements (in shares)			(44,488)
Issuance of shares of common stock, net	17,598		$ 18	17,580
Issuance of shares of common stock, net (in shares)			362,481
Stock-based compensation, net	2,981		$ 7	3,444	(470)
Stock-based compensation, net (in shares)			148,017
Ending balance, value at Mar. 31, 2020	3,349,408	$ 166,177	$ 5,147	5,707,271	(2,518,428)	(10,759)
Preferred shares outstanding, ending balance at Mar. 31, 2020		6,900,000
Common shares outstanding, ending balance at Mar. 31, 2020			102,942,162
Beginning balance, value at Dec. 31, 2019	3,413,249	$ 166,177	$ 5,124	5,686,247	(2,432,838)	(11,461)
Preferred shares outstanding, beginning balance at Dec. 31, 2019		6,900,000
Common shares outstanding, beginning balance at Dec. 31, 2019			102,476,152
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(16,260)
Net income (loss) attributable to common stockholders	(21,436)
Other comprehensive income	1,404
Ending balance, value at Jun. 30, 2020	3,283,808	$ 166,177	$ 5,152	5,710,386	(2,587,850)	(10,057)
Preferred shares outstanding, ending balance at Jun. 30, 2020		6,900,000
Common shares outstanding, ending balance at Jun. 30, 2020			103,043,270
Beginning balance, value at Mar. 31, 2020	3,349,408	$ 166,177	$ 5,147	5,707,271	(2,518,428)	(10,759)
Preferred shares outstanding, beginning balance at Mar. 31, 2020		6,900,000
Common shares outstanding, beginning balance at Mar. 31, 2020			102,942,162
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(413)				(413)
Dividends declared on preferred stock	(2,588)				(2,588)
Net income (loss) attributable to common stockholders	(3,001)				(3,001)
Other comprehensive income	702					702
Dividends declared on common stock	(64,402)				(64,402)
Tax withholdings related to net stock settlements	(2,031)		$ (4)		(2,027)
Tax withholdings related to net stock settlements (in shares)			(73,055)
Issuance of shares of common stock, net	(185)			(185)
Stock-based compensation, net	3,317		$ 9	3,300	8
Stock-based compensation, net (in shares)			174,163
Ending balance, value at Jun. 30, 2020	3,283,808	$ 166,177	$ 5,152	5,710,386	(2,587,850)	(10,057)
Preferred shares outstanding, ending balance at Jun. 30, 2020		6,900,000
Common shares outstanding, ending balance at Jun. 30, 2020			103,043,270
Beginning balance, value at Dec. 31, 2020	$ 3,601,120	$ 166,177	$ 5,741	6,126,503	(2,688,647)	(8,654)
Preferred shares outstanding, beginning balance at Dec. 31, 2020	6,900,000	6,900,000
Common shares outstanding, beginning balance at Dec. 31, 2020	114,812,615		114,812,615
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (1,469)				(1,469)
Dividends declared on preferred stock	(2,588)				(2,588)
Net income (loss) attributable to common stockholders	(4,057)				(4,057)
Other comprehensive income	702					702
Dividends declared on common stock	(71,837)				(71,837)
Tax withholdings related to net stock settlements	(3,843)		$ (6)		(3,837)
Tax withholdings related to net stock settlements (in shares)			(98,413)
Stock-based compensation, net	2,971		$ 12	3,366	(407)
Stock-based compensation, net (in shares)			233,784
Ending balance, value at Mar. 31, 2021	3,525,056	$ 166,177	$ 5,747	6,129,869	(2,768,785)	(7,952)
Preferred shares outstanding, ending balance at Mar. 31, 2021		6,900,000
Common shares outstanding, ending balance at Mar. 31, 2021			114,947,986
Beginning balance, value at Dec. 31, 2020	$ 3,601,120	$ 166,177	$ 5,741	6,126,503	(2,688,647)	(8,654)
Preferred shares outstanding, beginning balance at Dec. 31, 2020	6,900,000	6,900,000
Common shares outstanding, beginning balance at Dec. 31, 2020	114,812,615		114,812,615
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 86,455
Net income (loss) attributable to common stockholders	81,279
Other comprehensive income	1,404
Tax withholdings related to net stock settlements	$ (4,400)
Tax withholdings related to net stock settlements (in shares)	(111,000)
Ending balance, value at Jun. 30, 2021	$ 3,684,824	$ 166,177	$ 5,955	6,278,735	(2,758,793)	(7,250)
Preferred shares outstanding, ending balance at Jun. 30, 2021	6,900,000	6,900,000
Common shares outstanding, ending balance at Jun. 30, 2021	119,103,912		119,103,912
Beginning balance, value at Mar. 31, 2021	$ 3,525,056	$ 166,177	$ 5,747	6,129,869	(2,768,785)	(7,952)
Preferred shares outstanding, beginning balance at Mar. 31, 2021		6,900,000
Common shares outstanding, beginning balance at Mar. 31, 2021			114,947,986
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	87,924				87,924
Dividends declared on preferred stock	(2,588)				(2,588)
Net income (loss) attributable to common stockholders	85,336				85,336
Other comprehensive income	702					702
Dividends declared on common stock	(74,436)				(74,436)
Tax withholdings related to net stock settlements	(549)		$ (1)		(548)
Tax withholdings related to net stock settlements (in shares)			(12,597)
Issuance of shares of common stock, net	145,461		$ 206	145,255
Issuance of shares of common stock, net (in shares)			4,116,932
Stock-based compensation, net	3,254		$ 3	3,611	(360)
Stock-based compensation, net (in shares)			51,591
Ending balance, value at Jun. 30, 2021	$ 3,684,824	$ 166,177	$ 5,955	$ 6,278,735	$ (2,758,793)	$ (7,250)
Preferred shares outstanding, ending balance at Jun. 30, 2021	6,900,000	6,900,000
Common shares outstanding, ending balance at Jun. 30, 2021	119,103,912		119,103,912

Organization - Narrative (Details) - Operating Partnership	6 Months Ended
	Jun. 30, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
General partner ownership of operating partnership	1.00%
Limited partner ownership of operating partnership	99.00%

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) segment	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Net assets	$ 6,713,192,000		$ 6,713,192,000		$ 6,396,786,000
Net liabilities	3,028,368,000		$ 3,028,368,000		2,795,666,000
Number of segments \| segment			1
Deferred rent recognized related to COVID19 pandemic	9,100,000	$ 22,300,000	$ 11,800,000	$ 22,300,000
Accounts receivable	27,800,000		27,800,000		29,500,000
Accounts receivable, deemed not probable of collection	2,800,000		2,800,000		13,100,000
Deferred rental revenue receivables	119,900,000		119,900,000		93,100,000
Deferred rent receivables, deemed not probable of collection	2,500,000		2,500,000		14,500,000
Goodwill impairment			0
Special Purpose Entity
Summary Of Significant Accounting Policies [Line Items]
Net assets	11,600,000		11,600,000		343,400,000
Net liabilities	$ 5,700,000		$ 5,700,000		$ 215,900,000

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 9,403	$ 70,303	$ 97,190
Total cash, cash equivalents and restricted cash	67,557	83,298	109,385	$ 26,023
1031 Exchange proceeds
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	58,154	0	0
Tenant improvements, repairs and leasing commissions
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	0	12,660	11,769
Collateral deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 0	$ 335	$ 426

Investments - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Investments - Narrative (Details) $ in Thousands	Jun. 30, 2021 USD ($) State Property	Jun. 30, 2020 USD ($) Property	Jun. 30, 2021 USD ($) State Property	Jun. 30, 2020 USD ($) Property	Dec. 31, 2020 USD ($) Property
Real Estate Properties [Line Items]
Gross investment in owned real estate properties	$ 7,200,000		$ 7,200,000
Portfolio diversity, number of states \| State	48		48
Minimum real estate investment in state for disclosure	10.00%		10.00%
Sales-type and direct financing leases minimum future payments to be received	$ 3,300		$ 3,300
Direct financing leases, reserve	0	$ 0	0	$ 304	$ 100
Direct financing leases, net investment balance	7,500		7,500
Remaining reserve against net investment	$ 100		$ 100
Texas
Real Estate Properties [Line Items]
Investment in real estate properties	10.30%		10.30%
Property Subject To Operating Lease
Real Estate Properties [Line Items]
Number of properties \| Property	1,880	1,756	1,880	1,756	1,852
Property Subject To Direct Financing Lease
Real Estate Properties [Line Items]
Number of properties \| Property	1		1

Investments - Summary of Owned Real Estate Activity (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($) Property	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) Property	Jun. 30, 2020 USD ($)
Dollar Amount of Investments
Impairments	$ (7,800)	$ (21,049)	$ (14,530)	$ (61,823)
Ending balance	7,200,000		7,200,000
Net balance	$ 6,125,637		$ 6,125,637
Held in Use
Number of Properties
Beginning balance (in properties) \| Property			1,853
Acquisitions/improvements (in properties) \| Property			43
Dispositions of real estate (in properties) \| Property			(11)
Transfers to Held for Sale (in properties) \| Property			(5)
Transfers from Held for Sale (in properties) \| Property			1
Impairments (in properties) \| Property			0
Reset of gross balances (in properties) \| Property			0
Other (in properties) \| Property			0
Ending balance (in properties) \| Property	1,881		1,881
Dollar Amount of Investments
Beginning balance			$ 6,777,673
Acquisitions			478,606
Dispositions			(41,187)
Transfers to Held for Sale			(12,501)
Transfers from Held for Sale			1,683
Impairments			(12,930)
Reset of gross balances			(15,590)
Other			1,804
Ending balance	$ 7,177,558		7,177,558
Accumulated depreciation and amortization	(1,073,704)		(1,073,704)
Net balance	$ 6,103,854		$ 6,103,854
Held for Sale
Number of Properties
Beginning balance (in properties) \| Property			7
Acquisitions/improvements (in properties) \| Property			0
Dispositions of real estate (in properties) \| Property			(5)
Transfers to Held for Sale (in properties) \| Property			5
Transfers from Held for Sale (in properties) \| Property			(1)
Impairments (in properties) \| Property			0
Reset of gross balances (in properties) \| Property			0
Other (in properties) \| Property			0
Ending balance (in properties) \| Property	6		6
Dollar Amount of Investments
Beginning balance			$ 27,764
Acquisitions			0
Dispositions			(13,062)
Transfers to Held for Sale			12,501
Transfers from Held for Sale			(1,683)
Impairments			(1,600)
Reset of gross balances			(743)
Other			0
Ending balance	$ 23,177		23,177
Accumulated depreciation and amortization	(1,394)		(1,394)
Net balance	$ 21,783		$ 21,783
Total
Number of Properties
Beginning balance (in properties) \| Property			1,860
Acquisitions/improvements (in properties) \| Property			43
Dispositions of real estate (in properties) \| Property			(16)
Transfers to Held for Sale (in properties) \| Property			0
Transfers from Held for Sale (in properties) \| Property			0
Impairments (in properties) \| Property			0
Reset of gross balances (in properties) \| Property			0
Other (in properties) \| Property			0
Ending balance (in properties) \| Property	1,887		1,887
Dollar Amount of Investments
Beginning balance			$ 6,805,437
Acquisitions			478,606
Dispositions			(54,249)
Transfers to Held for Sale			0
Transfers from Held for Sale			0
Impairments			(14,530)
Reset of gross balances			(16,333)
Other			1,804
Ending balance	$ 7,200,735		7,200,735
Accumulated depreciation and amortization	(1,075,098)		(1,075,098)
Net balance	$ 6,125,637		$ 6,125,637

Investments - Summary of Owned Real Estate Activity (Footnote) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($) Property	Dec. 31, 2020 USD ($)
Real Estate [Line Items]
Non-revenue producing capitalized expenditures	$ 3,400
Gain recognized on asset substitution within master lease	600
Net investments	6,249,277	$ 5,943,530
Intangible lease liabilities, net	(123,640)	$ (121,902)
Net balance	6,125,637
Held-in-use
Real Estate [Line Items]
Gain on disposal of assets for properties	37,200
Held-for-sale
Real Estate [Line Items]
Gain on disposal of assets for properties	$ 1,500
Disposal Group 1031 Exchange
Real Estate [Line Items]
Dispositions of real estate (in properties) \| Property	1
Proceeds from sale of property	$ 58,200