SEC Info - Spirit Realty Capital, Inc. - ‘10-Q’ for 9/30/23

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Spirit Realty Capital, Inc. – ‘10-Q’ for 9/30/23 – ‘EX-31.2’

On: Thursday, 11/2/23, at 6:06am ET · For: 9/30/23 · Accession #: 950170-23-57717 · File #: 1-36004

Previous ‘10-Q’: ‘10-Q’ on 8/7/23 for 6/30/23 · Latest ‘10-Q’: This Filing · 16 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/02/23  Spirit Realty Capital, Inc.       10-Q        9/30/23   81:14M                                    Donnelley … Solutions/FA

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   4.25M 
 2: EX-22.1     Published Report re: Matters Submitted to a Vote    HTML     23K 
                of Security Holders                                              
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
11: R1          Document and Entity Information                     HTML     82K 
12: R2          Consolidated Balance Sheets                         HTML    120K 
13: R3          Consolidated Balance Sheets (Parenthetical)         HTML     44K 
14: R4          Consolidated Statements of Operations               HTML    125K 
15: R5          Consolidated Statements of Comprehensive Income     HTML     39K 
16: R6          Consolidated Statements of Stockholders' Equity     HTML    135K 
17: R7          Consolidated Statements of Cash Flows               HTML    137K 
18: R8          Pay vs Performance Disclosure                       HTML     36K 
19: R9          Insider Trading Arrangements                        HTML     29K 
20: R10         Organization                                        HTML     31K 
21: R11         Summary of Significant Accounting Policies          HTML     81K 
22: R12         Investments                                         HTML    300K 
23: R13         Debt                                                HTML    269K 
24: R14         Stockholders' Equity                                HTML    158K 
25: R15         Commitments and Contingencies                       HTML     32K 
26: R16         Derivative and Hedging Activities                   HTML    106K 
27: R17         Fair Value Measurements                             HTML    207K 
28: R18         Incentive Award Plan                                HTML     53K 
29: R19         Income Per Share                                    HTML    130K 
30: R20         Subsequent Events                                   HTML     31K 
31: R21         Summary of Significant Accounting Policies          HTML    111K 
                (Policies)                                                       
32: R22         Summary of Significant Accounting Policies          HTML     51K 
                (Tables)                                                         
33: R23         Investments (Tables)                                HTML    295K 
34: R24         Debt (Tables)                                       HTML    244K 
35: R25         Stockholders' Equity (Tables)                       HTML    151K 
36: R26         Derivative and Hedging Activities (Tables)          HTML    104K 
37: R27         Fair Value Measurements (Tables)                    HTML    207K 
38: R28         Incentive Award Plan (Tables)                       HTML     38K 
39: R29         Income Per Share (Tables)                           HTML    129K 
40: R30         Organization - Narrative (Details)                  HTML     29K 
41: R31         Summary of Significant Accounting Policies -        HTML     64K 
                Narrative (Details)                                              
42: R32         Summary of Significant Accounting Policies -        HTML     37K 
                Schedule of Cash, Cash Equivalents and Restricted                
                Cash (Details)                                                   
43: R33         Investments - Narrative (Details)                   HTML     73K 
44: R34         Investments - Summary of Owned Real Estate          HTML     80K 
                Activity (Details)                                               
45: R35         Investments - Summary of Owned Real Estate          HTML     48K 
                Activity (Footnote) (Details)                                    
46: R36         Investments - Operating Lease Income (Details)      HTML     43K 
47: R37         Investments - Investments - Scheduled Minimum       HTML     38K 
                Future Rent from Operating Lease (Details)                       
48: R38         Investments - Schedule of Lease Intangible Assets   HTML     40K 
                and Liabilities, Net of Accumulated Amortization                 
                (Details)                                                        
49: R39         Investments - Schedule of Loan Receivable Activity  HTML     40K 
                (Details)                                                        
50: R40         Investments - Summary of Impairment and Credit      HTML     33K 
                Losses Recognized (Details)                                      
51: R41         Debt - Summary of Debt (Details)                    HTML     62K 
52: R42         Debt - Summary of Debt (Footnote) (Details)         HTML     33K 
53: R43         Debt - Revolving Credit Facilities - Narrative      HTML     61K 
                (Details)                                                        
54: R44         Debt - Term Loans - Narrative (Details)             HTML     67K 
55: R45         Debt - Summary of Senior Unsecured Notes (Details)  HTML     65K 
56: R46         Debt - Senior Unsecured Notes - Narrative           HTML     39K 
                (Details)                                                        
57: R47         Debt - Mortgages Payable - Narrative (Details)      HTML     45K 
58: R48         Debt - Debt Extinguishment - Narrative (Details)    HTML     37K 
59: R49         Debt - Schedule of Debt Maturities (Details)        HTML     49K 
60: R50         Debt - Summary of Components of Interest Expense    HTML     52K 
                Related to Borrowings (Details)                                  
61: R51         Stockholders' Equity - Narrative (Details)          HTML     57K 
62: R52         Stockholders' Equity - Summary of Activities Under  HTML     45K 
                2021 ATM Program (Details)                                       
63: R53         Stockholders' Equity - Summary of Dividends         HTML     34K 
                Declared (Details)                                               
64: R54         Commitments and Contingencies - Narrative           HTML     39K 
                (Details)                                                        
65: R55         Derivative and Hedging Activities - Narrative       HTML     40K 
                (Details)                                                        
66: R56         Derivative and Hedging Activities - Summary of      HTML     53K 
                Notional Amount and Fair Value of Instruments                    
                (Details)                                                        
67: R57         Derivative and Hedging Activities - Summary of      HTML     34K 
                Amounts Recorded in AOCIL and Loss Recorded in                   
                Operations when Reclassified out of AOCIL                        
                (Details)                                                        
68: R58         Fair Value Measurements - Schedule of Assets at     HTML     31K 
                Fair Value on Recurring Basis (Details)                          
69: R59         Fair Value Measurements - Narrative (Details)       HTML     29K 
70: R60         Fair Value Measurements - Schedule of Assets at     HTML     48K 
                Fair Value on Nonrecurring Basis (Details)                       
71: R61         Fair Value Measurements - Fair Value Inputs of      HTML     67K 
                Long-Lived Assets Held and Used (Details)                        
72: R62         Fair Value Measurements - Schedule of Carrying      HTML     49K 
                Amount and Estimated Fair Value Of Financial                     
                Instruments (Details)                                            
73: R63         Incentive Award Plan - Narrative (Details)          HTML     90K 
74: R64         Incentive Award Plan - Summary of Remaining         HTML     38K 
                Unamortized Stock-based Compensation Expense                     
                (Details)                                                        
75: R65         Income Per Share - Schedule of Reconciliation of    HTML     74K 
                the Numerator and Denominator Used in the                        
                Computation of Basic and Diluted Income (Loss) Per               
                Share (Details)                                                  
76: R66         Subsequent Events - Narrative (Details)             HTML     39K 
79: XML         IDEA XML File -- Filing Summary                      XML    148K 
77: XML         XBRL Instance -- src-20230930_htm                    XML   3.42M 
78: EXCEL       IDEA Workbook of Financial Report Info              XLSX    156K 
 8: EX-101.CAL  XBRL Calculations -- src-20230930_cal                XML    200K 
 7: EX-101.DEF  XBRL Definitions -- src-20230930_def                 XML    765K 
10: EX-101.LAB  XBRL Labels -- src-20230930_lab                      XML   1.43M 
 9: EX-101.PRE  XBRL Presentations -- src-20230930_pre               XML   1.09M 
 6: EX-101.SCH  XBRL Schema -- src-20230930                          XSD    201K 
80: JSON        XBRL Instance as JSON Data -- MetaLinks              528±   819K 
81: ZIP         XBRL Zipped Folder -- 0000950170-23-057717-xbrl      Zip    808K

‘EX-31.2’ — Certification — §302 – SOA’02

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-31.2

Exhibit 31.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Hughes, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Spirit Realty Capital, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	November 2, 2023	/s/ *Michael Hughes*
		Michael Hughes
		Executive Vice President and Chief Financial Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	11/2/23	8-K
For Period end:	9/30/23
		List all Filings

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/03/24  Realty Income Corp.               424B3                  1:1.5M                                   Toppan Merrill/FA
 1/02/24  Realty Income Corp.               S-4/A                  3:1.6M                                   Toppan Merrill/FA
12/19/23  Realty Income Corp.               S-4                   16:2.2M                                   Toppan Merrill/FA
12/19/23  Realty Income Corp.               424B3                  1:3.3M                                   Toppan Merrill/FA
12/19/23  Spirit Realty Capital, Inc.       DEFM14A                1:3.9M                                   Toppan Merrill/FA
12/15/23  Realty Income Corp.               S-4/A                  6:3.8M                                   Toppan Merrill/FA
12/01/23  Realty Income Corp.               S-4                    8:3.8M                                   Toppan Merrill/FA

9 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/30/23  Spirit Realty Capital, Inc.       8-K:1,7,9  10/29/23   14:9.8M                                   Donnelley … Solutions/FA
11/18/21  Spirit Realty Capital, Inc.       8-K:5,9    11/18/21   12:216K                                   ActiveDisclosure/FA
 4/29/19  Spirit Realty Capital, Inc.       8-K:5       4/29/19    2:546K
12/12/18  Spirit Realty Capital, Inc.       8-K:3,5,8,912/12/18    3:850K
10/02/17  Spirit Realty Capital, Inc.       8-A12B                 3:184K                                   Donnelley … Solutions/FA
 8/15/17  Spirit Realty Capital, Inc.       8-K:5,7,9   8/10/17    3:164K                                   Donnelley … Solutions/FA
 3/03/17  Spirit Realty Capital, Inc.       8-K:5,9     3/02/17    3:61K
 5/13/14  Spirit Realty Capital, Inc.       8-K:5,9     5/13/14    2:23K                                    Donnelley … Solutions/FA
11/08/13  Spirit Realty Capital, Inc.       S-3ASR     11/08/13    9:649K                                   Donnelley … Solutions/FA

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