Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 01, 2014 | |
Document Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'SPIRIT REALTY CAPITAL, INC. | ' |
Trading Symbol | 'SRC | ' |
Entity Central Index Key | '0001308606 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | 'Q2 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 398,809,443 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real estate investments: | ' | ' |
Land and improvements | $2,453,528 | $2,330,510 |
Buildings and improvements | 4,356,795 | 4,188,783 |
Total real estate investments | 6,810,323 | 6,519,293 |
Less: accumulated depreciation | -679,453 | -590,067 |
Real Estate Investment Property, Net | 6,130,870 | 5,929,226 |
Loans receivable, net | 113,321 | 117,721 |
Intangible lease assets, net | 599,107 | 618,121 |
Real estate assets under direct financing leases, net | 56,729 | 58,760 |
Real estate assets held for sale, net | 40,955 | 19,611 |
Net investments | 6,940,982 | 6,743,439 |
Cash and cash equivalents | 120,976 | 66,588 |
Deferred costs and other assets, net | 147,528 | 129,597 |
Goodwill | 291,421 | 291,421 |
Total assets | 7,500,907 | 7,231,045 |
Liabilities: | ' | ' |
Revolving credit facilities, net | 15,528 | 35,120 |
Mortgages and notes payable, net | 3,202,853 | 3,743,098 |
Convertible senior notes, net | 691,711 | 0 |
Intangible lease liabilities, net | 216,714 | 220,114 |
Accounts payable, accrued expenses and other liabilities | 111,753 | 114,679 |
Total liabilities | 4,238,559 | 4,113,011 |
Commitments and contingencies (see Note 8) | ' | ' |
Stockholders’ equity: | ' | ' |
Common stock, $0.01 par value; 399,030,681 shares issued; 398,812,745 outstanding shares at June 30, 2014 and 370,570,565 shares issued; 370,363,803 outstanding shares at December 31, 2013 | 3,990 | 3,706 |
Capital in excess of par value | 4,208,376 | 3,859,823 |
Accumulated deficit | -946,705 | -742,915 |
Accumulated other comprehensive loss | -1,261 | -638 |
Treasury stock, at cost | -2,052 | -1,942 |
Total stockholders’ equity | 3,262,348 | 3,118,034 |
Total liabilities and stockholders’ equity | $7,500,907 | $7,231,045 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value per share (in USD per share) | $0.01 | $0.01 |
Common stock, shares issued | 399,030,681 | 370,570,565 |
Common stock, shares outstanding | 398,812,745 | 370,363,803 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Rentals | $143,142 | $70,050 | $280,621 | $139,826 |
Interest income on loans receivable | 1,821 | 1,128 | 3,658 | 2,241 |
Earned income from direct financing leases | 838 | 0 | 1,684 | 0 |
Tenant reimbursement income | 2,921 | 0 | 6,240 | 0 |
Interest income and other | 3,067 | 1,236 | 3,558 | 1,315 |
Total revenues | 151,789 | 72,414 | 295,761 | 143,382 |
Expenses: | ' | ' | ' | ' |
General and administrative | 10,451 | 9,151 | 21,501 | 16,119 |
Finance restructuring costs | 13,016 | 0 | 13,033 | 0 |
Merger costs | 0 | 5,020 | 0 | 11,557 |
Property costs | 6,576 | 327 | 11,858 | 1,267 |
Real estate acquisition costs | 226 | 129 | 1,507 | 218 |
Interest | 55,992 | 39,552 | 110,391 | 75,991 |
Depreciation and amortization | 61,968 | 29,700 | 122,517 | 56,639 |
Impairments (recoveries) | 27,627 | -185 | 29,334 | -185 |
Total expenses | 175,856 | 83,694 | 310,141 | 161,606 |
Loss from continuing operations before other expense and income tax expense | -24,067 | -11,280 | -14,380 | -18,224 |
Other expense: | ' | ' | ' | ' |
Loss on debt extinguishment | -64,708 | 0 | -64,708 | 0 |
Total other expense | -64,708 | 0 | -64,708 | 0 |
Loss from continuing operations before income tax expense | -88,775 | -11,280 | -79,088 | -18,224 |
Income tax expense | 127 | 68 | 344 | 142 |
Loss from continuing operations | -88,902 | -11,348 | -79,432 | -18,366 |
Discontinued operations: | ' | ' | ' | ' |
Income (loss) from discontinued operations | 279 | -130 | 3,333 | -1,624 |
Gain (loss) on dispositions of assets | 92 | -191 | 85 | -11 |
Income (loss) from discontinued operations | 371 | -321 | 3,418 | -1,635 |
Loss before dispositions of assets | -88,531 | -11,669 | -76,014 | -20,001 |
(Loss) gain on dispositions of assets | -1,290 | 0 | 432 | 0 |
Net loss | ($89,821) | ($11,669) | ($75,582) | ($20,001) |
Net (loss) income per share of common stock—basic and diluted: | ' | ' | ' | ' |
Continuing operations (in USD per share) | ($0.24) | ($0.08) | ($0.21) | ($0.12) |
Discontinued operations (in USD per share) | $0 | $0 | $0.01 | ($0.01) |
Net loss (in USD per share) | ($0.24) | ($0.08) | ($0.20) | ($0.13) |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic and Diluted (in shares) | 381,775,203 | 159,430,126 | 375,266,233 | 159,425,775 |
Dividends declared per common share issued (in USD per share) | $0.17 | $0.16 | $0.33 | $0.33 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($89,821) | ($11,669) | ($75,582) | ($20,001) |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Change in net unrealized (losses) or gains on cash flow hedges | -875 | 502 | -1,277 | 470 |
Net cash flow hedge losses reclassified to operations | 331 | 95 | 654 | 210 |
Total comprehensive loss | ($90,365) | ($11,072) | ($76,205) | ($19,321) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock Shares | Common Stock Par Value | Capital in Excess of Par Value | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
Beginning balance at Dec. 31, 2013 | $3,118,034 | ' | $3,706 | $3,859,823 | ($742,915) | ($638) | ($1,942) |
Beginning balance (in shares) at Dec. 31, 2013 | ' | 370,570,565 | ' | ' | ' | ' | -206,762 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Net loss | -75,582 | ' | ' | ' | ' | ' | ' |
Other comprehensive income | -623 | ' | ' | ' | ' | -623 | ' |
Dividends declared on common stock | -127,928 | ' | ' | ' | -127,928 | ' | ' |
Repurchase of common shares (in shares) | ' | ' | ' | ' | ' | ' | -11,174 |
Repurchase of common shares | -110 | ' | ' | ' | ' | ' | -110 |
Issuance of common shares (in shares) | ' | 28,024,320 | ' | ' | ' | ' | ' |
Issuance of common shares | 287,454 | ' | 280 | 287,174 | ' | ' | ' |
Embedded conversion premium of convertible notes | 55,131 | ' | ' | 55,131 | ' | ' | ' |
Exercise of stock options (in shares) | ' | 20,000 | ' | ' | ' | ' | ' |
Exercise of stock options | 183 | ' | ' | 183 | ' | ' | ' |
Stock based compensation, net (in shares) | ' | 415,796 | ' | ' | ' | ' | ' |
Stock-based compensation, net | 5,789 | ' | 4 | 6,065 | -280 | ' | ' |
Ending balance at Jun. 30, 2014 | $3,262,348 | ' | $3,990 | $4,208,376 | ($946,705) | ($1,261) | ($2,052) |
Ending balance (in shares) at Jun. 30, 2014 | ' | 399,030,681 | ' | ' | ' | ' | -217,936 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Operating activities | ' | ' |
Net loss | ($75,582) | ($20,001) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 122,517 | 59,229 |
Impairments | 29,334 | 3,704 |
Amortization of deferred financing costs | 2,297 | 10,130 |
Amortization of interest rate hedge losses and derivative net settlements | -50 | -32 |
Amortization of debt (premiums) discounts | -1,043 | 5,929 |
Stock-based compensation expense | 5,484 | 4,102 |
Loss (gain) on debt extinguishment | 64,708 | -1,028 |
Debt extinguishment costs | -59,069 | 0 |
Gains on dispositions of real estate and other assets, net | -517 | -207 |
Non-cash revenue | -8,344 | -1,278 |
Other | 242 | 192 |
Changes in operating assets and liabilities: | ' | ' |
Deferred costs and other assets | -2,352 | -2,284 |
Accounts payable, accrued expenses and other liabilities | -9,062 | 1,944 |
Net cash provided by operating activities | 68,563 | 60,400 |
Investing activities | ' | ' |
Acquisitions/investments in real estate | -345,109 | -95,150 |
Collections of principal on loans receivable and real estate assets under direct financing leases | 3,286 | 8,030 |
Proceeds from dispositions of real estate and other assets | 14,218 | 4,947 |
Transfers of sale proceeds and loan principal collections (to) from restricted account | -13,054 | 10,589 |
Net cash used in investing activities | -340,659 | -71,584 |
Financing activities | ' | ' |
Borrowings under lines of credit | 405,535 | 26,555 |
Repayments under lines of credit | -425,127 | -63 |
Borrowings under mortgages and notes payable | 757,500 | 35,140 |
Repayments under mortgages and notes payable | -553,882 | -21,511 |
Deferred financing costs | -20,000 | -8,123 |
Proceeds from issuance of common stock, net of offering costs | 287,704 | -293 |
Proceeds from exercise of stock options | 183 | 0 |
Offering costs paid on equity component of convertible debt | -1,609 | 0 |
Purchase of treasury stock | -110 | 0 |
Consent fees paid to lenders | 0 | -1,586 |
Dividends paid to stockholders | -123,207 | -54,757 |
Transfers (to) from escrow deposits with lenders | -503 | 285 |
Net cash provided by (used in) financing activities | 326,484 | -24,353 |
Net increase (decrease) in cash and cash equivalents | 54,388 | -35,537 |
Cash and cash equivalents, beginning of period | 66,588 | 73,568 |
Cash and cash equivalents, end of period | $120,976 | $38,031 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Organization | ' |
Organization | |
Company Organization and Operations | |
Spirit Realty Capital, Inc. (the "Company") is a Maryland corporation and operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the United States that is generally leased on a long-term, triple-net basis primarily to tenants engaged in retail, service and distribution industries. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits. | |
On July 17, 2013, the Company merged with and into Cole Credit Property Trust II, Inc. ("Cole II"), a Maryland Corporation, pursuant to the Merger Agreement ("Merger"). | |
The Company’s operations are carried out through its operating partnership, Spirit Realty, L.P. (the “Operating Partnership”). Spirit General OP Holdings, LLC ("OP Holdings"), one of the Company’s wholly owned subsidiaries, is the sole general partner and owns 1.0% of the Operating Partnership. The Company and a wholly-owned subsidiary are the sole limited partner and own the remaining 99.0% of the Operating Partnership. | |
As of June 30, 2014, our undepreciated gross investment in real estate and loans totaled approximately $7.55 billion, representing investments in 2,369 properties, including properties securing our mortgage loans. Of this amount, 98.5% consisted of our gross investment in real estate, representing ownership of 2,224 properties, and the remaining 1.5% consisted of commercial mortgage loans receivable secured by the remaining 145 properties or other related assets. | |
Recent Developments | |
Common Stock and Convertible Notes Offerings | |
On May 20, 2014, the Company completed a secondary public offering of 26,450,000 shares of the Company’s common stock (the "Shares"), par value $0.01 per share, pursuant to an underwriting agreement dated May 14, 2014 (the "Common Stock Offering"). The Shares sold in the offering include 3,450,000 shares of common stock sold to the underwriters pursuant to their 30-day option to purchase additional Shares of common stock to cover over-allotments, which was exercised in full on May 16, 2014. | |
Concurrent with the Common Stock Offering, on May 20, 2014, the Company completed public offerings of $402.5 million aggregate principal amount of 2.875% Convertible Senior Notes due 2019 (the “2019 Notes”) and $345.0 million aggregate principal amount 3.75% Convertible Senior Notes due 2021 (the “2021 Notes” and, together with the 2019 Notes, the “Convertible Notes”), pursuant to an underwriting agreement dated May 14, 2014 ( the "Convertible Notes Offering"). The Convertible Notes sold in the offering include $52.5 million of the 2019 Notes and $45.0 million of the 2021 Notes sold to the underwriters pursuant to their 30-day option to purchase additional notes to cover over-allotments, which was exercised in full on May 16, 2014. | |
The resulting net proceeds to the Company from the Common Stock Offering and Convertible Notes Offering were approximately $271.2 million and $726.2 million, respectively, after deducting the underwriting discount and other transaction costs. Net proceeds raised from the concurrent public offerings were partially used to extinguish senior mortgage notes payable with an aggregate principal balance of $509.8 million, redeem $18.0 million of net-lease mortgage notes which were not tendered in connection with the Exchange Offer, repay all amounts drawn against the Credit Facility and to fund future acquisitions and for general corporate purposes. | |
Spirit Master Funding Notes Exchange Offer | |
On May 20, 2014 (the “Settlement Date”), the Company completed its offer to exchange (the "Exchange Offer") any and all of certain net-lease mortgage notes, (the “Old Notes”) issued by one or more indirectly-owned special purpose, bankruptcy remote subsidiaries of the Company, for new notes under an amended trust indenture and property management agreement (the “New Notes”). The Exchange Offer was subject to a minimum tender condition of at least 98% of the outstanding principal of Old Notes. Of the $912.4 million of Old Notes outstanding on the Settlement Date, $894.4 million or 98% elected to exchange their Old Notes for New Notes and $18.0 million of the Old Notes not tendered were redeemed. | |
The New Notes will maintain generally similiar structural terms as the Old notes. The New Notes bear interest at the same rate, amortize at a slower rate and have a 17 year extension of the legal final payment date (although the anticipated repayment date remains the same). The New Notes are not insured by third party financial guaranty insurance and the associated insurance premium was eliminated. The New Notes are secured by substantially all of the assets owned by these entities. | |
Debt Defeasance | |
On June 5, 2014, two indirectly owned subsidiaries of the Company defeased the loans outstanding under a master loan agreement. The original amount under the loan agreement was $545.7 million bearing interest at a fixed rate of 6.59% with a maturity date of June 5, 2016. On the defeasance date, the principal balance outstanding under the loan agreement was approximately $488.7 million. Prior to the defeasance date, the obligations under the loan agreement had been secured by 112 properties and rents therefrom leased to a significant tenant, which had an aggregate gross book value of approximately $917.7 million as of June 30, 2014. The Company funded the defeasance using a portion of the proceeds from the Convertible Notes Offering. | |
At the Market Common Stock Offering Program | |
On April 15, 2014, in connection with the commencement of a continuous equity offering, the Company filed with the Securities and Exchange Commission ("SEC") a prospectus supplement under which the Company may sell up to an aggregate of $350.0 million of shares from time to time in “at the market” offerings (the “ATM Program”). The Company may sell the shares in amounts and at times to be determined by the Company from time to time, but has no obligation to sell any of the shares in the ATM Program. The ATM Program will operate pursuant to an equity distribution agreement entered into by the Company and the Operating Partnership with a number of sales agents for the offer and sale of the shares. During the quarter ended June 30, 2014, the company sold 1,574,320 shares under the program, raising proceeds of approximately $16.6 million, net of $0.3 million in sales agent compensation. | |
Acquisitions and dispositions | |
During the six months ended June 30, 2014, the Company purchased 190 properties, representing an aggregate gross investment in real estate properties of $365.5 million, which includes $1.8 million in revenue producing follow on investments in existing properties. During the same period, the Company sold seven properties for $15.3 million in gross sales proceeds. See Note 3 for additional discussion of the Company's investments. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Summary of Significant Accounting Policies | ' | |||||||
Summary of Significant Accounting Policies | ||||||||
Basis of Accounting and Principles of Consolidation | ||||||||
The accompanying unaudited condensed consolidated financial statements of Spirit Realty Capital, Inc. and its consolidated subsidiaries have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth therein. The results for interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted from these statements pursuant to SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | ||||||||
The unaudited condensed consolidated financial statements include the accounts of Spirit Realty Capital, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||
The Company has formed numerous special purpose entities to acquire and hold real estate subject to mortgage notes payable (see Note 5). As a result, the vast majority of the Company’s consolidated assets are held in these wholly owned special purpose entities, and are subject to debt. Each special purpose entity is a separate legal entity, and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any owner or affiliate of the special purpose entity. At June 30, 2014 and December 31, 2013, assets totaling $6.3 billion and $6.1 billion, respectively, were held, and liabilities totaling $3.3 billion and $3.8 billion, respectively, were owed by these special purpose entities and are included in the accompanying condensed consolidated balance sheets. | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. | ||||||||
Reclassifications | ||||||||
Certain reclassifications have been made to prior period balances to conform to the current period presentation. | ||||||||
Segment Reporting | ||||||||
Accounting Standards Codification Topic (“ASC”) 280, Segment Reporting, established standards for the manner in which public enterprises report information about operating segments. The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. | ||||||||
Real Estate Investments | ||||||||
Purchase Accounting and Acquisition of Real Estate - When acquiring a property for investment purposes, the Company allocates the purchase price (including acquisition and closing costs) to land, building, improvements, and equipment based on their relative fair values. For properties acquired with in-place leases, the Company allocates the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values and acquisition costs are expensed as incurred. In making estimates of fair values for this purpose, the Company uses a number of sources, including independent appraisals and information obtained about each property as a result of its pre-acquisition due diligence and its marketing and leasing activities. | ||||||||
Lease Intangibles - Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition, and are amortized on a straight-line basis over the remaining initial term of the related lease. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease. Capitalized above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease to rental revenue. Below-market lease intangibles are amortized as an increase in rental revenue over the remaining initial terms of the respective leases plus any fixed-rate renewal periods on those leases. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in the Company’s condensed consolidated statements of operations. | ||||||||
Allowance for Doubtful Accounts | ||||||||
The Company reviews its rent receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area where the property is located. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific rent receivable will be made. The Company provided for reserves for uncollectible amounts totaling $5.4 million and $4.6 million at June 30, 2014 and December 31, 2013, respectively, against accounts receivable balances of $18.8 million and $14.3 million, respectively; receivables are recorded within deferred costs and other assets, net in the accompanying condensed consolidated balance sheets. For deferred rental revenues related to the straight-line method of reporting rental revenue, the Company performs a periodic review of receivable balances and established a provision for losses of $10.8 million and $9.6 million at June 30, 2014 and December 31, 2013, respectively, against deferred rental revenue receivables of $42.0 million and $35.3 million, respectively. The Company's periodic review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience and industry default rates for long-term receivables. | ||||||||
Loans Receivable | ||||||||
Impairment and Allowance for Loan Losses - The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. There was no allowance for loan losses at June 30, 2014 or December 31, 2013. | ||||||||
A loan is placed on nonaccrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of June 30, 2014 and December 31, 2013, there were no mortgages or notes on nonaccrual status. | ||||||||
Restricted Cash and Escrow Deposits | ||||||||
Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying condensed consolidated balance sheets consisted of the following at June 30, 2014 and December 31, 2013: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Collateral deposits (1) | $ | 21,945 | $ | 21,816 | ||||
Tenant improvements, repairs, and leasing commissions (2) | 12,035 | 10,297 | ||||||
Master trust release / title company escrow (3) | 14,165 | 21,893 | ||||||
Loan impounds (4) | 2,239 | 2,018 | ||||||
Other (5) | 1,082 | 2,667 | ||||||
$ | 51,466 | $ | 58,691 | |||||
(1) Funds held in reserve by lenders which, at their sole discretion, can be applied to the repayment of debt. Any funds remaining on deposit after the debt is paid in full are released to the borrower. | ||||||||
(2) Deposits held by lenders that are reserved to fund tenant improvements/repairs on collateral properties or when leasing commissions are incurred to secure a new tenant. | ||||||||
(3) Includes net sales proceeds from property dispositions held as collateral that can be released upon qualified re-investment. | ||||||||
(4) Funds held in lender controlled accounts generally used to meet future debt service or certain property cost requirements. | ||||||||
(5) Funds held in lender controlled accounts released within the following month after debt service requirements are met. | ||||||||
A significant amount of these reserves were established in connection with obtaining lender consents relating to our initial public offering during 2012 and Merger during 2013. | ||||||||
Income Taxes | ||||||||
The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying condensed consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. | ||||||||
Franchise taxes are included in general and administrative expenses on the accompanying condensed consolidated statements of operations. Taxable income from non-REIT activities managed through the Company’s taxable REIT subsidiary is subject to federal, state, and local taxes, which are not material. | ||||||||
New Accounting Pronouncements | ||||||||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or the SEC that are adopted by the Company as of the specified effective date. Unless otherwise discussed, these new accounting pronouncements entail technical corrections to existing guidance or affect guidance related to specialized industries or entities and therefore will have minimal, if any, impact on the Company's financial position or results of operations upon adoption. | ||||||||
In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The Company has early adopted the provisions of ASU 2014-08 beginning with the period ended March 31, 2014, and has applied the provisions prospectively. | ||||||||
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers. Lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. This new standard is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of this new standard on its financial statements. |
Investments
Investments | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | |||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
Real Estate Investments | ||||||||||||||||
At June 30, 2014 and December 31, 2013, the Company’s gross investment in real estate properties and loans, including real estate assets held for sale, totaled approximately $7.55 billion and $7.24 billion, respectively. These investments are comprised of 2,369 and 2,186, respectively, owned or financed properties that are geographically dispersed throughout 49 states. Only one state, Texas, with a 13.0% investment, accounted for more than 10% of the total dollar amount of the Company’s investment portfolio. At June 30, 2014 and December 31, 2013, respectively, the Company’s gross investment portfolio was comprised of 2,224 and 2,041 owned properties. The Company also held 145 properties securing mortgage loans receivable with aggregate carrying amounts of $112.9 million and $117.3 million as of June 30, 2014 and December 31, 2013, respectively. Other unsecured loans receivable with aggregate carrying amounts of $0.4 million were also held as of June 30, 2014 and December 31, 2013. | ||||||||||||||||
During the six months ended June 30, 2014, the Company had the following gross real estate and loan activity: | ||||||||||||||||
Number of | Dollar | |||||||||||||||
Properties | Amount of | |||||||||||||||
Owned or | Investments (1) | |||||||||||||||
Financed | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Balance, December 31, 2013 | 2,186 | $ | 7,235,732 | |||||||||||||
Acquisitions/improvements | 190 | 365,893 | ||||||||||||||
Dispositions of real estate(2) (Note 11) | (7 | ) | (16,498 | ) | ||||||||||||
Principal payments and payoffs | — | (3,136 | ) | |||||||||||||
Impairments | — | (28,847 | ) | |||||||||||||
Loan premium amortization and other | — | (4,045 | ) | |||||||||||||
Balance, June 30, 2014 | 2,369 | $ | 7,549,099 | |||||||||||||
(1) | The dollar amount of investments includes the gross investment in land, buildings and lease intangibles, as adjusted for any impairment, related to properties owned and the carrying amount of loans receivable and real estate assets held under direct financing leases. | |||||||||||||||
(2) The total accumulated depreciation and amortization associated with dispositions of real estate was $2.8 million for the six months ended June 30, 2014. | ||||||||||||||||
The properties that the Company owns are leased to tenants under long-term operating leases that typically include one or more renewal options. The leases are generally triple-net, which provides that the lessee is responsible for the payment of all property operating expenses, including property taxes, maintenance and repairs, and insurance costs; therefore, the Company is generally not responsible for repairs or other capital expenditures related to its properties, unless the property is not subject to a lease agreement. At June 30, 2014, 29 of the Company’s properties were vacant, not subject to a lease and in the Company’s possession; three of these properties were held for sale. At December 31, 2013, 21 properties were vacant, not subject to a lease and in the Company’s possession; six of these properties were held for sale. | ||||||||||||||||
Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of operating leases at June 30, 2014 (in thousands): | ||||||||||||||||
Scheduled Future Rental Payments | June 30, | |||||||||||||||
2014 | ||||||||||||||||
Remainder of 2014 | $ | 282,376 | ||||||||||||||
2015 | 557,731 | |||||||||||||||
2016 | 540,709 | |||||||||||||||
2017 | 525,579 | |||||||||||||||
2018 | 510,083 | |||||||||||||||
Thereafter | 3,669,882 | |||||||||||||||
Total future minimum rentals | $ | 6,086,360 | ||||||||||||||
Because lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees' gross sales or lease escalations based on future changes in the consumer price index ("CPI"). | ||||||||||||||||
Certain of the Company’s leases contain tenant purchase options. Most of these options are at or above fair market value at the time the option is exercisable, and none of these purchase options represent bargain purchase options under GAAP. | ||||||||||||||||
Loans Receivable | ||||||||||||||||
The following table details loans receivable, net of premium, as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Mortgage - principal | $ | 99,203 | $ | 102,315 | ||||||||||||
Mortgage - premium | 13,713 | 14,976 | ||||||||||||||
Mortgages, net | 112,916 | 117,291 | ||||||||||||||
Other notes - principal | 405 | 430 | ||||||||||||||
Total loans receivable, net | $ | 113,321 | $ | 117,721 | ||||||||||||
Real Estate Assets Under Direct Financing Leases | ||||||||||||||||
The components of investment assets held under direct financing leases as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Minimum lease payments receivable | $ | 17,721 | $ | 19,555 | ||||||||||||
Estimated residual value of leased assets | 55,858 | 57,739 | ||||||||||||||
Unearned income | (16,850 | ) | (18,534 | ) | ||||||||||||
Total | $ | 56,729 | $ | 58,760 | ||||||||||||
Real Estate Assets Held for Sale | ||||||||||||||||
The following table shows the activity in real estate assets held for sale for the six months ended June 30, 2014: | ||||||||||||||||
Number of | Carrying | |||||||||||||||
Properties | Value | |||||||||||||||
(In Thousands) | ||||||||||||||||
Balance, December 31, 2013 | 11 | $ | 19,611 | |||||||||||||
Transfers from real estate investments | 6 | 29,290 | ||||||||||||||
Sales (Note 11) | (5 | ) | (7,946 | ) | ||||||||||||
Balance, June 30, 2014 (a) | 12 | $ | 40,955 | |||||||||||||
(a) Includes six properties with a net carrying amount of $29.1 million in which its operating results are reported in continuing operations. | ||||||||||||||||
The following table is a reconciliation of the major classes of assets and liabilities from discontinued operations included in real estate assets held for sale on the condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Assets | ||||||||||||||||
Land and improvements | $ | 6,699 | $ | 10,003 | ||||||||||||
Buildings and improvements | 7,460 | 14,178 | ||||||||||||||
Total real estate investments | 14,159 | 24,181 | ||||||||||||||
Less: Accumulated depreciation | (2,613 | ) | (4,819 | ) | ||||||||||||
Intangible lease assets, net | 567 | 697 | ||||||||||||||
Other | 228 | — | ||||||||||||||
Total assets | $ | 12,341 | $ | 20,059 | ||||||||||||
Liabilities | ||||||||||||||||
Intangible lease liabilities, net | $ | 448 | $ | 448 | ||||||||||||
Total liabilities | $ | 448 | $ | 448 | ||||||||||||
Impairments | ||||||||||||||||
The following table summarizes total impairment losses recognized for the three and six months ended June 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Real estate and intangible asset impairment | $ | 24,610 | $ | 1,481 | $ | 26,247 | $ | 3,584 | ||||||||
Write-off of lease intangibles due to lease terminations | 2,529 | 487 | 2,599 | 487 | ||||||||||||
Loans receivable recovery | — | (367 | ) | — | (367 | ) | ||||||||||
Other impairment | 488 | — | 488 | — | ||||||||||||
Total impairment loss continuing and discontinued operations | $ | 27,627 | $ | 1,601 | $ | 29,334 | $ | 3,704 | ||||||||
Lease_Intangibles_Net
Lease Intangibles, Net | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Lease Intangibles, Net | ' | |||||||
Lease Intangibles, net | ||||||||
The following table details lease intangible assets and liabilities, net of accumulated amortization, as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
In-place leases | $ | 667,434 | $ | 663,027 | ||||
Above-market leases | 98,631 | 95,118 | ||||||
Less: accumulated amortization | (166,958 | ) | (140,024 | ) | ||||
Intangible lease assets, net | $ | 599,107 | $ | 618,121 | ||||
Below-market leases | $ | 247,262 | $ | 243,237 | ||||
Less: accumulated amortization | (30,548 | ) | (23,123 | ) | ||||
Intangible lease liabilities, net | $ | 216,714 | $ | 220,114 | ||||
The amounts amortized as a net increase to rental revenue for capitalized above- and below-market leases was $3.0 million and $0.7 million for the six months ended June 30, 2014 and 2013, respectively. Above- and below-market lease amortization from properties acquired in connection with the Merger contributed $1.5 million of the increase during 2014. The value of in-place leases amortized and included in depreciation and amortization expense was $26.9 million and $8.8 million for the six months ended June 30, 2014 and 2013, respectively. Lease-in-place amortization from properties acquired in connection with the Merger contributed $16.7 million of the increase in 2014. |
Debt
Debt | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Debt | ' | ||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||
The Company's debt is summarized below: | |||||||||||||||||||||||||
Weighted Average Stated Interest Rate (2) | June 30, | December 31, | |||||||||||||||||||||||
Weighted Average Effective | 2014 | 2013 | |||||||||||||||||||||||
Interest Rates (1) | |||||||||||||||||||||||||
(In Thousands) | |||||||||||||||||||||||||
Revolving credit facilities (3) | 5.31 | % | 4.00% | $ | 15,528 | $ | 35,120 | ||||||||||||||||||
Master trust notes | 6.13 | % | 5.35% | 1,209,131 | 1,241,437 | ||||||||||||||||||||
CMBS - fixed-rate | 5.55 | % | 5.68% | 1,876,187 | 2,387,532 | ||||||||||||||||||||
CMBS - variable-rate (4) | 3.34 | % | 3.28% | 110,854 | 111,018 | ||||||||||||||||||||
Unsecured fixed rate promissory note | 10 | % | 7.00% | 1,375 | 1,442 | ||||||||||||||||||||
Convertible senior notes (5) | 5.1 | % | 3.30% | 747,500 | — | ||||||||||||||||||||
3,960,575 | 3,776,549 | ||||||||||||||||||||||||
Unamortized net debt (discount) or premium | (50,483 | ) | 1,669 | ||||||||||||||||||||||
Total debt, net | $ | 3,910,092 | $ | 3,778,218 | |||||||||||||||||||||
(1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and related debt insurer premiums, where applicable, calculated for the three months ended June 30, 2014. | |||||||||||||||||||||||||
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2014. | |||||||||||||||||||||||||
(3) Excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee, the effective interest rate on the revolving credit facilities (Credit Facility and Line of Credit), was 2.96% as of June 30, 2014. | |||||||||||||||||||||||||
(4) Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). | |||||||||||||||||||||||||
(5) The value of the embedded conversion premium of ($55.8) million is included in net debt (discount). | |||||||||||||||||||||||||
Revolving Credit Facilities | |||||||||||||||||||||||||
$400 million Credit Facility - On July 17, 2013, the Operating Partnership and various affiliates thereof, entered into a three-year credit agreement ("Credit Facility") with various lenders and terminated the $100.0 million secured revolving credit facility. The Operating Partnership may obtain loans and/or extensions of credit in an aggregate amount not exceeding $400.0 million. The initial term expires on July 17, 2016 and may be extended for an additional 12 months subject to the satisfaction of specified requirements. The Credit Facility bears interest, at the Operating Partnership’s option, of either (i) the “Base Rate” (as defined in the Credit Agreement) plus 1.00% to 2.00%; or (ii) LIBOR plus 2.00% to 3.00%, depending on the Operating Partnership’s leverage ratio. The Operating Partnership is also required to pay a fee on the unused portion of the Credit Facility at a rate of either 0.25% or 0.35% per annum, based on percentage thresholds for the average daily unused balance during a fiscal quarter, which amounted to $0.3 million and $0.6 million for the three and six months ended June 30, 2014, respectively. | |||||||||||||||||||||||||
As a result of entering into the Credit Facility, the Company incurred origination costs of $4.5 million. These costs are being amortized to interest expense, on a straight-line basis, over the remaining initial term of the Credit Facility. At June 30, 2014, $3.1 million of the $4.5 million is included in deferred costs and other assets, net on the accompanying condensed consolidated balance sheet. The effective interest rate on outstanding borrowings under the Credit Facility, which includes cash interest, non-cash amortization of deferred financing costs, and non-utilization fees, was 5.49% for the three months ended June 30, 2014. The interest rate, excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee of the Credit Facility, was 2.78% for the three months ended June 30, 2014. As of June 30, 2014, there were no amounts outstanding on the Credit Facility. | |||||||||||||||||||||||||
The Company guarantees the Operating Partnership's obligations under the Credit Facility and, to the extent not prohibited by law, all of its assets and the Operating Partnership's assets, other than interests in subsidiaries that are contractually prohibited from being pledged, are pledged as collateral for obligations under the Credit Facility. | |||||||||||||||||||||||||
The ability to borrow under the Credit Facility is subject to the Operating Partnerships' ongoing compliance with a number of customary financial covenants. As of June 30, 2014, the Operating Partnership was in compliance with these financial covenants. | |||||||||||||||||||||||||
Line of Credit - As of June 30, 2014, a special purpose entity owned by the Company had access to a $40.0 million secured revolving credit facility (“Line of Credit”). The initial term of the Line of Credit expires in March 2016, and each advance under the Line of Credit has a 24-month term. The interest rate is determined on the date of each advance and is the greater of (i) the stated prime rate plus 0.5% or (ii) the floor rate equal to 4.0%. The interest rate with respect to each advance resets on the annual anniversary date of each advance, and is subject to the same terms as above. As of June 30, 2014, $15.5 million was outstanding on the Line of Credit under three separate advances, secured by 3 properties, at a weighted average stated rate of 4.0% and an effective interest rate for the three months ended June 30, 2014 of 4.22%. Each advance under the Line of Credit is secured only by its specified asset. The ability to borrow under the Line of Credit is subject to the Company's and special purposes entity's ongoing compliance with a number of customary financial covenants. As of June 30, 2014, the Company and special purpose entity were in compliance with these financial covenants. | |||||||||||||||||||||||||
Master Trust Notes | |||||||||||||||||||||||||
On May 20, 2014, the Company completed its Exchange Offer for the outstanding principal balance of certain net-lease mortgage notes issued by indirect wholly-owned subsidiaries Spirit Master Funding, LLC, Spirit Master Funding II, LLC and Spirit Master Funding III, LLC under the Company's Spirit Master Funding program. Of the $912.4 million of Old Notes outstanding as of the Settlement Date, $894.4 million elected to exchange their Old Notes for New Notes. Approximately $18.0 million of outstanding principal balance immediately prior to the Settlement Date were redeemed by the Company due to non-tender. The terms of the New Notes remain generally similar to the Old Notes including the interest rate and anticipated final repayment dates, however, the New Notes generally amortize more slowly than the Old Notes and have a legal final payment date that is 17 years later than the Old Notes. The New Notes are not insured by third party financial guaranty insurance and the associated insurance premium was eliminated. The revisions to the Spirit Master Funding Program in connection with the issuance of the New Notes, also generally provide the Company more administrative flexibility as property manager and special servicer. | |||||||||||||||||||||||||
The following table summarizes certain key terms under the Old Notes and the New Notes (post exchange): | |||||||||||||||||||||||||
Old Notes | New Notes | ||||||||||||||||||||||||
Issuer | Principal Amount | Interest Rate | Anticipated payment date | Legal Maturity Date | Issuer | Principal Amount | Interest Rate | Anticipated payment date | Legal Maturity Date | ||||||||||||||||
SMF, 2005-1, Class A-1 | $ | 94,264 | 5.05 | % | Jul-20 | Jul-23 | SMF, 2014-1, Class A-1 | $ | 81,309 | 5.05 | % | Jul-20 | Jul-40 | ||||||||||||
SMF, 2005-1, Class A-2 | 258,300 | 5.37 | % | Jul-20 | Jul-23 | SMF, 2014-1, Class A-2 | 253,300 | 5.37 | % | Jul-20 | Jul-40 | ||||||||||||||
SMF II, 2006-1, Class A (1) | 246,915 | 5.76 | % | Mar-21 | Mar-24 | SMF II, 2014-2, Class A | 246,915 | 5.76 | % | Mar-21 | Mar-41 | ||||||||||||||
SMF III, 2007-1, Class A | 312,944 | 5.74 | % | Mar-22 | Mar-25 | SMF III, 2014-3, Class A | 312,944 | 5.74 | % | Mar-22 | Mar-42 | ||||||||||||||
$ | 912,423 | $ | 894,468 | ||||||||||||||||||||||
(1) Principal amounts include $12.3 million of SMF II, Class A notes repurchased by the Company in 2010, which is shown net on the condensed consolidated balance sheets. | |||||||||||||||||||||||||
As of June 30, 2014, the Series 2014-1, Class A-1, Series 2014-1, Class A-2, Series 2014-2 and Series 2014-3 have outstanding balances of $80.5 million, $253.3 million, $234.4 million and $312.9 million, respectively, and are secured by 719 properties, including 82 properties securing mortgage loans. | |||||||||||||||||||||||||
In December 2013, Spirit Master Funding VII, LLC ("SMF VII") issued new investment grade rated $330 million net-lease mortgage notes under a new securitization platform. The issue was comprised of $125.0 million of 3.89% Series 2013-1 Class A interest only, net-lease mortgage notes expected to be repaid in December 2018 and $205.0 million of 5.27% Series 2013-2 Class A amortizing net-lease mortgage notes expected to be repaid in December 2023. The notes are secured by the assets of SMF VII and are non-recourse. The Company used the proceeds of the issue to replace shorter-term debt, fund acquisitions and for general corporate purposes. As of June 30, 2014, the Series 2013-1 and Series 2013-2 notes have outstanding balances of $125.0 million and $203.0 million, respectively, and are secured by 318 properties, including 79 properties securing mortgage loans. | |||||||||||||||||||||||||
CMBS | |||||||||||||||||||||||||
The Company has 229 fixed and 26 variable rate CMBS loans that are secured by mortgages on certain of the leased properties and related assets. The stated interest rates as of June 30, 2014 for the fixed rate notes ranged from 3.90% to 8.39% with a weighted average stated rate of 5.68%. The variable rate notes ranged from 2.65% to 3.56% with a weighted average stated rate of 3.28%. As of June 30, 2014, the fixed and variable rate loans have balances outstanding of $1.9 billion and $110.9 million, respectively, and are secured by 736 and 123 properties, respectively. | |||||||||||||||||||||||||
Convertible Senior Notes | |||||||||||||||||||||||||
On May 20, 2014, the Company completed public offerings of $402.5 million aggregate principal amount of 2.875% Convertible Notes due in 2019 and $345.0 million aggregate principal amount of 3.75% Convertible Notes due in 2021. Interest on the Notes is payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2014. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021. The Company loaned the net proceeds from the Convertible Notes Offering to the Operating Partnership in exchange for promissory notes with substantially the same terms as the Notes. | |||||||||||||||||||||||||
The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of Spirit Realty Capital's common stock, or a combination thereof. The initial conversion rate applicable to each series is 76.3636 per $1,000 principal note (equivalent to an initial conversion price of $13.10 per share of common stock, representing a 22.5% premium above the public offering price). Earlier conversion may be triggered if shares of Spirit Realty Capital common stock trade higher than the established thresholds or certain corporate events as defined occur. | |||||||||||||||||||||||||
In connection with the issuance of the Convertible Notes, the Company recorded a discount of $56.7 million, which represents the estimated value of the embedded conversion option feature for each of the Convertible Notes. The discount is shown net against the aggregate gross value of the Convertible Notes on the accompanying condensed consolidated balance sheets within mortgages and notes payable, net. The equity component of the conversion feature is recorded in additional paid-in-capital, net of financing costs. The discount will be amortized to interest expense using the effective interest method over a period of approximately 5 years for the 2019 Notes and 7 years for the 2021 Notes. As of June 30, 2014, the unamortized discount was $55.8 million. The Company also incurred $19.6 million in deferred financing costs in connection with the Convertible Notes Offering. This amount has been allocated on a pro-rata basis to each of the Convertible Notes and is being amortized to interest expense over the term of each note. | |||||||||||||||||||||||||
Debt Extinguishment | |||||||||||||||||||||||||
Net proceeds raised from the concurrent public offerings were partially used to retire senior mortgage notes payable with an aggregate principal balance of $509.8 million, redeem $18.0 million of net-lease mortgage notes which were not tendered in connection with the Exchange Offer, and repay all amounts drawn against the Credit Facility. The Company defeased approximately $488.7 million aggregate principal amount of senior mortgage indebtedness included in the total above. The defeased notes had contractual interest rates of 6.59% and upcoming maturities in 2016. As a result of these transactions, the Company recognized a loss on extinguishment of debt of approximately $64.7 million. | |||||||||||||||||||||||||
Debt Maturities | |||||||||||||||||||||||||
As of June 30, 2014, scheduled debt maturities of the Company’s revolving credit facilities, mortgages and notes payable, including balloon payments, are as follows (in thousands): | |||||||||||||||||||||||||
Scheduled | Balloon | Total | |||||||||||||||||||||||
Principal | Payment | ||||||||||||||||||||||||
Remainder of 2014 | $ | 16,723 | $ | 29,761 | $ | 46,484 | |||||||||||||||||||
2015 | 32,799 | 245,794 | 278,593 | ||||||||||||||||||||||
2016 | 31,108 | 299,963 | 331,071 | ||||||||||||||||||||||
2017 | 28,389 | 905,262 | 933,651 | ||||||||||||||||||||||
2018 | 27,284 | 248,851 | 276,135 | ||||||||||||||||||||||
Thereafter | 96,334 | 1,998,307 | 2,094,641 | ||||||||||||||||||||||
Total | $ | 232,637 | $ | 3,727,938 | $ | 3,960,575 | |||||||||||||||||||
Balloon payments subsequent to 2018 are as follows: $452.0 million due in 2019, $288.0 million due in 2020, $554.8 million due in 2021, $351.4 million due in 2022, $352.1 million due in 2023. As of June 30, 2014, the remaining weighted average maturity of the Company's outstanding indebtedness was 5.1 years. | |||||||||||||||||||||||||
The following table summarizes interest expense on the related borrowings (in thousands): | |||||||||||||||||||||||||
Three Months | Six Months | ||||||||||||||||||||||||
Ended June 30, | Ended June 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Interest expense – revolving credit facilities | $ | 1,100 | $ | 271 | $ | 1,820 | $ | 376 | |||||||||||||||||
Interest expense – mortgages and notes payable | 53,649 | 29,615 | 107,245 | 59,086 | |||||||||||||||||||||
Interest expense – other | 33 | 469 | 72 | 470 | |||||||||||||||||||||
Amortization of deferred financing costs | 1,324 | 6,229 | 2,297 | 10,130 | |||||||||||||||||||||
Amortization of debt (premium)/discount | (114 | ) | 2,968 | (1,043 | ) | 5,929 | |||||||||||||||||||
Total interest expense | $ | 55,992 | $ | 39,552 | $ | 110,391 | $ | 75,991 | |||||||||||||||||
Debt (premium)/discount net is amortized to interest expense using the effective interest method over the terms of the related notes. The financing costs related to the establishment of debt are deferred and amortized to interest expense using the effective interest method over the term of the related debt instrument. Unamortized financing costs totaled $41.8 million and $23.8 million at June 30, 2014 and December 31, 2013, respectively, and are included in deferred costs and other assets, net on the accompanying condensed consolidated balance sheets. |
Derivative_and_Hedging_Activit
Derivative and Hedging Activities | 6 Months Ended | |||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||||||
Derivative and Hedging Activities | ' | |||||||||||||||||||||
Derivative and Hedging Activities | ||||||||||||||||||||||
The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value and included in the accompanying condensed consolidated balance sheets. Assessments of hedge effectiveness are performed quarterly using regression analysis and the measurement of hedge ineffectiveness is based on the hypothetical derivative method. The effective portion of changes in fair value are recorded in accumulated other comprehensive loss (“AOCL”) and subsequently reclassified to earnings when the hedged transactions affect earnings. The ineffective portion is recorded immediately in earnings in general and administrative expenses. | ||||||||||||||||||||||
The following table summarizes the notional amount and fair value of the Company’s derivative instruments (in thousands): | ||||||||||||||||||||||
Fair Value of Liability | ||||||||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance Sheet Location | Notional | Interest | Effective | Maturity | June 30, | December 31, | |||||||||||||||
Amount | Rate | Date | Date | 2014 | 2013 | |||||||||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 10,924 | 4.62 | % | 6/28/12 | 7/6/17 | $ | (80 | ) | $ | (42 | ) | |||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 6,746 | 5.75 | % | 7/17/13 | 3/1/16 | (260 | ) | (326 | ) | |||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 32,400 | 3.15 | % | 7/17/13 | 9/5/15 | (162 | ) | (178 | ) | |||||||||||
Interest Rate Swaps(a) | Accounts payable, accrued expenses and other liabilities | $ | 61,758 | 5.14 | % | 1/2/14 | 12/13/18 | (863 | ) | (246 | ) | |||||||||||
$ | (1,365 | ) | $ | (792 | ) | |||||||||||||||||
(a)Represents a tranche of eight individual interest rate swap agreements with notional amounts ranging from $7.6 million to $7.9 million. The swap agreements contain the same payment terms, stated interest rate, effective date, and maturity date. | ||||||||||||||||||||||
The following tables provide information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the three and six months ended ended June 30, 2014 and 2013, respectively (in thousands): | ||||||||||||||||||||||
Amount of (Loss) or Gain Recognized | ||||||||||||||||||||||
in AOCL on Derivative | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Six Months | |||||||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest rate swaps | $ | (875 | ) | $ | 502 | $ | (1,277 | ) | $ | 470 | ||||||||||||
Amount of Loss Reclassified from | ||||||||||||||||||||||
AOCL into Operations | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Six Months | |||||||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||||||
Location of Loss Reclassified from AOCL into Operations | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest expense | $ | (331 | ) | $ | (95 | ) | $ | (654 | ) | $ | (188 | ) | ||||||||||
General and administrative expense | — | — | — | (22 | ) | |||||||||||||||||
Amount of Gain or (Loss) Recognized in | ||||||||||||||||||||||
Operations on Derivative | ||||||||||||||||||||||
(Ineffective Portion) | ||||||||||||||||||||||
Three Months | Six Months | |||||||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||||||
Location of (Loss) or Gain Recognized in Operations on Derivatives | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
General and administrative expense | $ | (3 | ) | $ | 54 | $ | (3 | ) | $ | 54 | ||||||||||||
Approximately $1.2 million of the remaining balance in AOCL is estimated to be reclassified as an increase to interest expense during the next 12 months. The Company does not enter into derivative contracts for speculative or trading purposes. | ||||||||||||||||||||||
The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with counterparties it considers credit-worthy. As of June 30, 2014 and December 31, 2013, there were no termination events or events of default related to the interest rate swaps. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Stockholders’ Equity | ||||||||||||
Issuance of Common Stock | ||||||||||||
In May 2014, the Company issued 26.5 million shares of common stock at a price of $10.69 per share, including 3.5 million shares purchased by the underwriters upon the exercise of their overallotment option. After underwriting discounts and other offering costs, net proceeds totaled $271.2 million. | ||||||||||||
During the three months ended June 30, 2014, the Company sold 1.6 million shares of its common stock at the weighted average share price of $10.70 under its ATM Program, for net proceeds of $16.3 million. | ||||||||||||
Dividends Declared | ||||||||||||
For the six months ended June 30, 2014, our Board of Directors declared the following dividends: | ||||||||||||
Declaration Date | Dividend Per Share | Record Date | Total Amount (1) | Payment Date | ||||||||
(in thousands) | ||||||||||||
March 18, 2014 | $ | 0.16625 | March 31, 2014 | 61,629 | April 15, 2014 | |||||||
June 16, 2014 | $ | 0.16625 | June 30, 2014 | 66,299 | July 15, 2014 | |||||||
(1) Excludes estimated forfeitures for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying condensed consolidated statement of operations. | ||||||||||||
The dividend declared on June 16, 2014 was paid on July 15, 2014 and is included in accounts payable, accrued expenses and other liabilities as of June 30, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The Company is periodically subject to claims or litigation in the ordinary course of business, including claims generated from business conducted by tenants on real estate owned by the Company. In these instances, the Company is typically indemnified by the tenant against any losses that might be suffered, and the Company and/or the tenant are insured against such claims. | |
As of June 30, 2014, there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. | |
As of June 30, 2014, the Company had commitments totaling $31.3 million, of which $28.2 million relates to future acquisitions and the remainder to fund improvements on properties the Company currently owns. All of these commitments are expected to be funded by December 31, 2014. In addition, the Company is contingently liable for $5.7 million of debt owed by one of its tenants and is indemnified by that tenant for any payments the Company may be required to make on such debt. | |
The Company estimates future costs for known environmental remediation requirements when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. The Company considers various factors when estimating its environmental liabilities, and adjustments are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than another, the low end of the range is recorded in the financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||||||
The Company’s assets and liabilities that are required to be measured at fair value in the accompanying condensed consolidated financial statements are summarized below. | ||||||||||||||||||||||||
The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Fair Value Hierarchy Level | ||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
June 30, 2014: | ||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||
Interest rate swaps financial liabilities | $ | (1,365 | ) | $ | — | $ | (1,365 | ) | $ | — | ||||||||||||||
December 31, 2013: | ||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||
Interest rate swaps financial liabilities | $ | (792 | ) | $ | — | $ | (792 | ) | $ | — | ||||||||||||||
The interest rate swaps are measured using a market approach, using prices obtained from a nationally recognized pricing service and pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 of the fair value hierarchy. | ||||||||||||||||||||||||
The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Fair Value Hierarchy Level | Impairment | |||||||||||||||||||||||
Description | Fair Value | Dispositions | Level 1 | Level 2 | Level 3 | Charges (1) | ||||||||||||||||||
June 30, 2014: | ||||||||||||||||||||||||
Long-lived assets held and used | $ | 34,257 | $ | — | $ | — | $ | — | $ | 34,257 | $ | (17,844 | ) | |||||||||||
Lease intangible assets | 2,631 | — | — | — | 2,631 | (3,457 | ) | |||||||||||||||||
Long-lived assets held for sale | 23,110 | — | — | — | 23,110 | (8,033 | ) | |||||||||||||||||
$ | (29,334 | ) | ||||||||||||||||||||||
December 31, 2013: | ||||||||||||||||||||||||
Lease intangible assets | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (182 | ) | |||||||||||
Long-lived assets held for sale | 11,198 | (26,832 | ) | — | — | 38,030 | (7,134 | ) | ||||||||||||||||
$ | (7,316 | ) | ||||||||||||||||||||||
(1) Impairment charges are presented for the six months ended June 30, 2014 and for the year ended December 31, 2013. | ||||||||||||||||||||||||
The fair values of impaired real estate and intangible assets were determined by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent; recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate. Based on these inputs, the Company determined that its valuation of the impaired real estate and intangible assets falls within Level 3 of the fair value hierarchy. | ||||||||||||||||||||||||
In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at June 30, 2014 and December 31, 2013. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. | ||||||||||||||||||||||||
Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash and escrow deposits, and accounts receivable and payable. Generally, these assets and liabilities are short-term in duration and are recorded at fair value on the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||||||
The estimated fair values of the fixed-rate mortgage and other loans receivable, revolving credit facilities and the fixed-rate mortgages and notes payable have been derived based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The mortgage and other loans receivable, revolving credit facilities and the mortgages and notes payable were measured using a market approach from nationally recognized financial institutions with market observable inputs such as interest rates and credit analytics. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||||||||||
Loans receivable, net | $ | 113,321 | $ | 121,670 | $ | 117,721 | $ | 131,587 | ||||||||||||||||
Revolving credit facilities, net | 15,528 | 15,711 | 35,120 | 34,911 | ||||||||||||||||||||
Mortgages and notes payable, net | 3,202,853 | 3,279,436 | 3,743,098 | 3,892,621 | ||||||||||||||||||||
Convertible senior notes, net (1) | 691,711 | 747,066 | — | — | ||||||||||||||||||||
(1) The carrying amount of the convertible senior notes is net of an embedded conversion premium totaling $55.8 million. |
Significant_Credit_and_Revenue
Significant Credit and Revenue Concentration | 6 Months Ended |
Jun. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Significant Credit and Revenue Concentration | ' |
Significant Credit and Revenue Concentration | |
As of June 30, 2014 and December 31, 2013, the Company’s real estate investments are operated by 404 and 377 tenants, respectively, that engage in retail, service and distribution activities across various industries throughout the United States. Shopko Stores/Shopko Hometown (“Shopko”), operates in the general merchandise industry and represent the Company’s largest tenant. Total revenues from Shopko for the three months ended June 30, 2014 and 2013, contributed 13.8% and 28.9% of the Company's total revenues (from both continuing and discontinued operations), respectively. No other tenant contributed 10% or more of the Company’s total revenues during any of the periods presented. As of June 30, 2014 and December 31, 2013, the properties that are operated by Shopko represent approximately 13.8% and 14.4%, respectively, of the Company’s total investment portfolio. |
Discontinued_Operations
Discontinued Operations | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Discontinued Operations | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, which amends the requirements for reporting discontinued operations (see Note 2). Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. The Company has early adopted the provisions of ASU 2014-08 beginning with the period ended March 31, 2014, and will apply the provisions prospectively. Properties that were reported as held for sale as of December 31, 2013, will continue to be reported under the prior standards and will be presented in discontinued operations until they are disposed of. | ||||||||||||||||
As a result, net gains or losses from the disposition of these properties, as well as the current and prior period operations, of these properties will continue to be reclassified to discontinued operations. The results of discontinued operations for the three and six months ended June 30, 2014 and 2013, are summarized below (dollars in thousands): | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | |||||||||||||
Revenues: | ||||||||||||||||
Rent | $ | 309 | $ | 2,228 | $ | 617 | $ | 4,450 | ||||||||
Non-cash rent | 2 | (143 | ) | (27 | ) | (125 | ) | |||||||||
Other | 33 | 7 | 2,950 | 7 | ||||||||||||
Total revenues | 344 | 2,092 | 3,540 | 4,332 | ||||||||||||
Expenses: | ||||||||||||||||
General and administrative | 9 | 7 | 12 | 16 | ||||||||||||
Property costs | 56 | 266 | 195 | 340 | ||||||||||||
Interest | — | — | — | 194 | ||||||||||||
Depreciation and amortization | — | 1,213 | — | 2,590 | ||||||||||||
Impairments | — | 1,786 | — | 3,889 | ||||||||||||
Total expenses | 65 | 3,272 | 207 | 7,029 | ||||||||||||
Gain (loss) from discontinued operations before other income | 279 | (1,180 | ) | 3,333 | (2,697 | ) | ||||||||||
Other income: | ||||||||||||||||
Gain on debt extinguishment | — | 1,028 | — | 1,028 | ||||||||||||
Other | — | 22 | — | 45 | ||||||||||||
Total other income | — | 1,050 | — | 1,073 | ||||||||||||
Income (loss) from discontinued operations | 279 | (130 | ) | 3,333 | (1,624 | ) | ||||||||||
Gain (loss) on dispositions of assets | 92 | (191 | ) | 85 | (11 | ) | ||||||||||
Total discontinued operations | $ | 371 | $ | (321 | ) | $ | 3,418 | $ | (1,635 | ) | ||||||
Number of properties disposed of during period (a) | 3 | 4 | 5 | 10 | ||||||||||||
(a) During the six months ended June 30, 2014, seven properties were sold, but only five of them were held for sale at December 31, 2013 and qualified for discontinued operations under ASU 2014-08. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Supplemental Cash Flow Information | ' | |||||||
Supplemental Cash Flow Information | ||||||||
Six Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | (in thousands) | |||||||
Distributions declared and unpaid | $ | (66,299 | ) | $ | (26,514 | ) | ||
Reduction of debt through sale of certain real estate properties | — | 974 | ||||||
Real estate properties acquired under 1031 exchange | 20,784 | — | ||||||
Embedded conversion premium of convertible notes | (56,740 | ) | — | |||||
Reduction of debt, net of assets surrendered to lender | — | 1,028 | ||||||
Accrued equity offering costs | (250 | ) | — | |||||
Accrued deferred financing costs | (281 | ) | (9,814 | ) |
Incentive_Award_Plan_and_Stock
Incentive Award Plan and Stock Option Plan | 6 Months Ended |
Jun. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Incentive Award Plan and Stock Option Plan | ' |
Incentive Award Plan and Stock Option Plan | |
Under the Company’s Incentive Award Plan (the “Plan”), the Company may grant equity incentive awards to eligible employees, directors and other service providers. Awards under the Plan may be in the form of stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, performance awards, stock payment awards, performance share awards, LTIP units and other incentive awards. If an award under the Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. As of June 30, 2014, 2.6 million shares remained available for award under the Plan. | |
Restricted Shares of Common Stock | |
During the six months ended June 30, 2014, the Company granted 0.4 million shares under the Plan to certain named executive officers and employees. The Company recorded $3.8 million in deferred compensation associated with these grants. As of June 30, 2014, approximately 2.0 million non-vested restricted shares of common stock were outstanding. | |
Performance Share Awards | |
During the six months ended June 30, 2014, in connection with the 2014 bonus program, the Compensation Committee of the Board of Directors approved an initial target grant of 242,883 performance shares to the named executive officers of the Company. The performance period of this grant runs from January 1, 2014 through December 31, 2016. Pursuant to the performance share award agreement, each participant is eligible to vest in and receive shares of the Company's common stock based on the initial target number of shares granted multiplied by a percentage range between 0% and 250%. The percentage range is based on the attainment of total shareholder return of the Company compared to a specified peer group of companies during the performance period. In addition, each performance share award entitles its holder to a cash payment equal to the aggregate dividends that would have been outstanding on each dividend record date over the performance period. Based on the grant date fair value, the Company expects to recognize $3.3 million in compensation expense on a straight-line basis over the requisite service period associated with this grant. | |
As of June 30, 2014, under each separate annual performance award, the Company's total shareholder return compared to the specified peer group during the performance periods would have resulted in the release of 1.1 million shares, in the aggregate. In addition, approximately $0.4 million in dividend rights have been accrued. The projected shares to be released are not considered issued under the Plan until the performance period has ended and the actual number of shares to be released is determined. The performance shares and dividend rights are subject to forfeiture in the event of a non-qualifying termination of a participant prior to the performance period end date. | |
Stock compensation | |
For the three and six months ended June 30, 2014, the Company recognized $3.0 million and $5.5 million, respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. For the three and six months ended June 30, 2013, the Company recognized $1.8 million and $3.6 million, respectively in stock-based compensation expense. | |
As of June 30, 2014 and December 31, 2013, the remaining unamortized stock-based compensation expense, including amounts relating to the performance awards, totaled $17.4 million and $15.6 million, respectively, which is recognized as the greater of the amount amortized on a straight-line basis over the service period of each applicable award or the amount vested over the vesting periods. |
Loss_Per_Share
Loss Per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Loss Per Share | ' | |||||||||||||||
Loss Per Share | ||||||||||||||||
Loss per share has been computed using the two-class method. Loss per common share under the two-class method is computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. Classification of the Company's unvested restricted stock, which contain rights to receive nonforfeitable dividends, are deemed participating securities under the two-class method. Under the two class method, earnings attributable to unvested restricted shares are deducted from loss from continuing operations and net loss attributable to common stockholders in the computation of loss per share for each. | ||||||||||||||||
The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted loss per share (dollars in thousands): | ||||||||||||||||
Three Months | Six Months Ended | |||||||||||||||
Ended June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic and diluted loss: | ||||||||||||||||
Loss from continuing operations | $ | (88,902 | ) | $ | (11,348 | ) | $ | (79,432 | ) | $ | (18,366 | ) | ||||
(Loss) gain on dispositions of assets | (1,290 | ) | — | 432 | — | |||||||||||
Less: income attributable to unvested restricted stock | (334 | ) | (352 | ) | (667 | ) | (698 | ) | ||||||||
Loss used in basic and diluted income (loss) per share from continuing operations | (90,526 | ) | (11,700 | ) | (79,667 | ) | (19,064 | ) | ||||||||
Income (loss) from discontinued operations | 371 | (321 | ) | 3,418 | (1,635 | ) | ||||||||||
Net loss attributable to common stockholders used in basic and diluted income (loss) per share | $ | (90,155 | ) | $ | (12,021 | ) | $ | (76,249 | ) | $ | (20,699 | ) | ||||
Basic and diluted weighted average shares of common stock outstanding: | ||||||||||||||||
Weighted average shares of common stock outstanding | 383,810,017 | 161,598,986 | 377,209,471 | 161,599,476 | ||||||||||||
Less: unvested weighted average shares of restricted stock | (2,034,814 | ) | (2,168,860 | ) | (1,943,238 | ) | (2,173,701 | ) | ||||||||
Weighted average number of shares outstanding used in basic and diluted loss per share | 381,775,203 | 159,430,126 | 375,266,233 | 159,425,775 | ||||||||||||
Potentially dilutive shares of common stock | ||||||||||||||||
Unvested shares of restricted stock | 911,962 | 950,097 | 800,773 | 838,293 | ||||||||||||
Unvested performance shares | 708,823 | — | 703,262 | — | ||||||||||||
Stock options | 4,416 | — | 4,830 | — | ||||||||||||
Total | 1,625,201 | 950,097 | 1,508,865 | 838,293 | ||||||||||||
The Company intends to satisfy its exchange obligation for the principal amount of the Convertible Notes to the exchange note holders entirely in cash. As the Company intends to settle the principal amount of the Convertible Notes in cash, the "if-converted" method to include convertible debt in diluted EPS is not applicable and the treasury stock method is being used. As the Company's stock price is below the conversion price, there are no potentially dilutive shares associated with the Convertible Notes. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting and Principles of Consolidation | ' |
Basis of Accounting and Principles of Consolidation | |
The accompanying unaudited condensed consolidated financial statements of Spirit Realty Capital, Inc. and its consolidated subsidiaries have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth therein. The results for interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted from these statements pursuant to SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013. | |
The unaudited condensed consolidated financial statements include the accounts of Spirit Realty Capital, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | |
The Company has formed numerous special purpose entities to acquire and hold real estate subject to mortgage notes payable (see Note 5). As a result, the vast majority of the Company’s consolidated assets are held in these wholly owned special purpose entities, and are subject to debt. Each special purpose entity is a separate legal entity, and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any owner or affiliate of the special purpose entity. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to prior period balances to conform to the current period presentation. | |
Segment Reporting | ' |
Segment Reporting | |
Accounting Standards Codification Topic (“ASC”) 280, Segment Reporting, established standards for the manner in which public enterprises report information about operating segments. The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. | |
Real Estate Investments | ' |
Real Estate Investments | |
Purchase Accounting and Acquisition of Real Estate - When acquiring a property for investment purposes, the Company allocates the purchase price (including acquisition and closing costs) to land, building, improvements, and equipment based on their relative fair values. For properties acquired with in-place leases, the Company allocates the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values and acquisition costs are expensed as incurred. In making estimates of fair values for this purpose, the Company uses a number of sources, including independent appraisals and information obtained about each property as a result of its pre-acquisition due diligence and its marketing and leasing activities. | |
Lease Intangibles - Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above- or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition, and are amortized on a straight-line basis over the remaining initial term of the related lease. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease. Capitalized above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease to rental revenue. Below-market lease intangibles are amortized as an increase in rental revenue over the remaining initial terms of the respective leases plus any fixed-rate renewal periods on those leases. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in the Company’s condensed consolidated statements of operations. | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
The Company reviews its rent receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area where the property is located. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific rent receivable will be made. The Company provided for reserves for uncollectible amounts totaling $5.4 million and $4.6 million at June 30, 2014 and December 31, 2013, respectively, against accounts receivable balances of $18.8 million and $14.3 million, respectively; receivables are recorded within deferred costs and other assets, net in the accompanying condensed consolidated balance sheets. For deferred rental revenues related to the straight-line method of reporting rental revenue, the Company performs a periodic review of receivable balances and established a provision for losses of $10.8 million and $9.6 million at June 30, 2014 and December 31, 2013, respectively, against deferred rental revenue receivables of $42.0 million and $35.3 million, respectively. The Company's periodic review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience and industry default rates for long-term receivables. | |
Loans Receivable | ' |
Loans Receivable | |
Impairment and Allowance for Loan Losses - The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. There was no allowance for loan losses at June 30, 2014 or December 31, 2013. | |
A loan is placed on nonaccrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on nonaccrual status, interest income is recognized only when received. As of June 30, 2014 and December 31, 2013, there were no mortgages or notes on nonaccrual status. | |
Restricted Cash and Escrow Deposits | ' |
Restricted Cash and Escrow Deposits | |
Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying condensed consolidated balance sheets consisted of the following at June 30, 2014 and December 31, 2013 | |
Income Taxes | ' |
Income Taxes | |
The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying condensed consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. | |
Franchise taxes are included in general and administrative expenses on the accompanying condensed consolidated statements of operations. Taxable income from non-REIT activities managed through the Company’s taxable REIT subsidiary is subject to federal, state, and local taxes, which are not material. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or the SEC that are adopted by the Company as of the specified effective date. Unless otherwise discussed, these new accounting pronouncements entail technical corrections to existing guidance or affect guidance related to specialized industries or entities and therefore will have minimal, if any, impact on the Company's financial position or results of operations upon adoption. | |
In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The Company has early adopted the provisions of ASU 2014-08 beginning with the period ended March 31, 2014, and has applied the provisions prospectively. | |
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers. Lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. This new standard is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of this new standard on its financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of Restricted Cash and Cash Equivalents | ' | |||||||
Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying condensed consolidated balance sheets consisted of the following at June 30, 2014 and December 31, 2013: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Collateral deposits (1) | $ | 21,945 | $ | 21,816 | ||||
Tenant improvements, repairs, and leasing commissions (2) | 12,035 | 10,297 | ||||||
Master trust release / title company escrow (3) | 14,165 | 21,893 | ||||||
Loan impounds (4) | 2,239 | 2,018 | ||||||
Other (5) | 1,082 | 2,667 | ||||||
$ | 51,466 | $ | 58,691 | |||||
(1) Funds held in reserve by lenders which, at their sole discretion, can be applied to the repayment of debt. Any funds remaining on deposit after the debt is paid in full are released to the borrower. | ||||||||
(2) Deposits held by lenders that are reserved to fund tenant improvements/repairs on collateral properties or when leasing commissions are incurred to secure a new tenant. | ||||||||
(3) Includes net sales proceeds from property dispositions held as collateral that can be released upon qualified re-investment. | ||||||||
(4) Funds held in lender controlled accounts generally used to meet future debt service or certain property cost requirements. | ||||||||
(5) Funds held in lender controlled accounts released within the following month after debt service requirements are met. |
Investments_Tables
Investments (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | |||||||||||||||
Gross Real Estate and Loan Activity | ' | |||||||||||||||
During the six months ended June 30, 2014, the Company had the following gross real estate and loan activity: | ||||||||||||||||
Number of | Dollar | |||||||||||||||
Properties | Amount of | |||||||||||||||
Owned or | Investments (1) | |||||||||||||||
Financed | ||||||||||||||||
(In Thousands) | ||||||||||||||||
Balance, December 31, 2013 | 2,186 | $ | 7,235,732 | |||||||||||||
Acquisitions/improvements | 190 | 365,893 | ||||||||||||||
Dispositions of real estate(2) (Note 11) | (7 | ) | (16,498 | ) | ||||||||||||
Principal payments and payoffs | — | (3,136 | ) | |||||||||||||
Impairments | — | (28,847 | ) | |||||||||||||
Loan premium amortization and other | — | (4,045 | ) | |||||||||||||
Balance, June 30, 2014 | 2,369 | $ | 7,549,099 | |||||||||||||
(1) | The dollar amount of investments includes the gross investment in land, buildings and lease intangibles, as adjusted for any impairment, related to properties owned and the carrying amount of loans receivable and real estate assets held under direct financing leases. | |||||||||||||||
(2) The total accumulated depreciation and amortization associated with dispositions of real estate was $2.8 million for the six months ended June 30, 2014. | ||||||||||||||||
Operating Leases of Lessee Disclosure | ' | |||||||||||||||
Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of operating leases at June 30, 2014 (in thousands): | ||||||||||||||||
Scheduled Future Rental Payments | June 30, | |||||||||||||||
2014 | ||||||||||||||||
Remainder of 2014 | $ | 282,376 | ||||||||||||||
2015 | 557,731 | |||||||||||||||
2016 | 540,709 | |||||||||||||||
2017 | 525,579 | |||||||||||||||
2018 | 510,083 | |||||||||||||||
Thereafter | 3,669,882 | |||||||||||||||
Total future minimum rentals | $ | 6,086,360 | ||||||||||||||
Schedule of Loans Receivable | ' | |||||||||||||||
The following table details loans receivable, net of premium, as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Mortgage - principal | $ | 99,203 | $ | 102,315 | ||||||||||||
Mortgage - premium | 13,713 | 14,976 | ||||||||||||||
Mortgages, net | 112,916 | 117,291 | ||||||||||||||
Other notes - principal | 405 | 430 | ||||||||||||||
Total loans receivable, net | $ | 113,321 | $ | 117,721 | ||||||||||||
Investments in Direct Financing Leases Schedule | ' | |||||||||||||||
The components of investment assets held under direct financing leases as of June 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Minimum lease payments receivable | $ | 17,721 | $ | 19,555 | ||||||||||||
Estimated residual value of leased assets | 55,858 | 57,739 | ||||||||||||||
Unearned income | (16,850 | ) | (18,534 | ) | ||||||||||||
Total | $ | 56,729 | $ | 58,760 | ||||||||||||
Activity in Real Estate Assets Held for Sale | ' | |||||||||||||||
The following table shows the activity in real estate assets held for sale for the six months ended June 30, 2014: | ||||||||||||||||
Number of | Carrying | |||||||||||||||
Properties | Value | |||||||||||||||
(In Thousands) | ||||||||||||||||
Balance, December 31, 2013 | 11 | $ | 19,611 | |||||||||||||
Transfers from real estate investments | 6 | 29,290 | ||||||||||||||
Sales (Note 11) | (5 | ) | (7,946 | ) | ||||||||||||
Balance, June 30, 2014 (a) | 12 | $ | 40,955 | |||||||||||||
(a) Includes six properties with a net carrying amount of $29.1 million in which its operating results are reported in continuing operations. | ||||||||||||||||
Real Estate Assets Held for Sale in Discontinued Operations | ' | |||||||||||||||
The following table is a reconciliation of the major classes of assets and liabilities from discontinued operations included in real estate assets held for sale on the condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Assets | ||||||||||||||||
Land and improvements | $ | 6,699 | $ | 10,003 | ||||||||||||
Buildings and improvements | 7,460 | 14,178 | ||||||||||||||
Total real estate investments | 14,159 | 24,181 | ||||||||||||||
Less: Accumulated depreciation | (2,613 | ) | (4,819 | ) | ||||||||||||
Intangible lease assets, net | 567 | 697 | ||||||||||||||
Other | 228 | — | ||||||||||||||
Total assets | $ | 12,341 | $ | 20,059 | ||||||||||||
Liabilities | ||||||||||||||||
Intangible lease liabilities, net | $ | 448 | $ | 448 | ||||||||||||
Total liabilities | $ | 448 | $ | 448 | ||||||||||||
The results of discontinued operations for the three and six months ended June 30, 2014 and 2013, are summarized below (dollars in thousands): | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | |||||||||||||
Revenues: | ||||||||||||||||
Rent | $ | 309 | $ | 2,228 | $ | 617 | $ | 4,450 | ||||||||
Non-cash rent | 2 | (143 | ) | (27 | ) | (125 | ) | |||||||||
Other | 33 | 7 | 2,950 | 7 | ||||||||||||
Total revenues | 344 | 2,092 | 3,540 | 4,332 | ||||||||||||
Expenses: | ||||||||||||||||
General and administrative | 9 | 7 | 12 | 16 | ||||||||||||
Property costs | 56 | 266 | 195 | 340 | ||||||||||||
Interest | — | — | — | 194 | ||||||||||||
Depreciation and amortization | — | 1,213 | — | 2,590 | ||||||||||||
Impairments | — | 1,786 | — | 3,889 | ||||||||||||
Total expenses | 65 | 3,272 | 207 | 7,029 | ||||||||||||
Gain (loss) from discontinued operations before other income | 279 | (1,180 | ) | 3,333 | (2,697 | ) | ||||||||||
Other income: | ||||||||||||||||
Gain on debt extinguishment | — | 1,028 | — | 1,028 | ||||||||||||
Other | — | 22 | — | 45 | ||||||||||||
Total other income | — | 1,050 | — | 1,073 | ||||||||||||
Income (loss) from discontinued operations | 279 | (130 | ) | 3,333 | (1,624 | ) | ||||||||||
Gain (loss) on dispositions of assets | 92 | (191 | ) | 85 | (11 | ) | ||||||||||
Total discontinued operations | $ | 371 | $ | (321 | ) | $ | 3,418 | $ | (1,635 | ) | ||||||
Number of properties disposed of during period (a) | 3 | 4 | 5 | 10 | ||||||||||||
(a) During the six months ended June 30, 2014, seven properties were sold, but only five of them were held for sale at December 31, 2013 and qualified for discontinued operations under ASU 2014-08. | ||||||||||||||||
Summary of Total Impairment Losses Recognized | ' | |||||||||||||||
The following table summarizes total impairment losses recognized for the three and six months ended June 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Real estate and intangible asset impairment | $ | 24,610 | $ | 1,481 | $ | 26,247 | $ | 3,584 | ||||||||
Write-off of lease intangibles due to lease terminations | 2,529 | 487 | 2,599 | 487 | ||||||||||||
Loans receivable recovery | — | (367 | ) | — | (367 | ) | ||||||||||
Other impairment | 488 | — | 488 | — | ||||||||||||
Total impairment loss continuing and discontinued operations | $ | 27,627 | $ | 1,601 | $ | 29,334 | $ | 3,704 | ||||||||
Lease_Intangibles_Net_Tables
Lease Intangibles, Net (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Lease Intangible Assets and Liabilities | ' | |||||||
The following table details lease intangible assets and liabilities, net of accumulated amortization, as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
In-place leases | $ | 667,434 | $ | 663,027 | ||||
Above-market leases | 98,631 | 95,118 | ||||||
Less: accumulated amortization | (166,958 | ) | (140,024 | ) | ||||
Intangible lease assets, net | $ | 599,107 | $ | 618,121 | ||||
Below-market leases | $ | 247,262 | $ | 243,237 | ||||
Less: accumulated amortization | (30,548 | ) | (23,123 | ) | ||||
Intangible lease liabilities, net | $ | 216,714 | $ | 220,114 | ||||
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Debt | ' | ||||||||||||||||||||||||
The Company's debt is summarized below: | |||||||||||||||||||||||||
Weighted Average Stated Interest Rate (2) | June 30, | December 31, | |||||||||||||||||||||||
Weighted Average Effective | 2014 | 2013 | |||||||||||||||||||||||
Interest Rates (1) | |||||||||||||||||||||||||
(In Thousands) | |||||||||||||||||||||||||
Revolving credit facilities (3) | 5.31 | % | 4.00% | $ | 15,528 | $ | 35,120 | ||||||||||||||||||
Master trust notes | 6.13 | % | 5.35% | 1,209,131 | 1,241,437 | ||||||||||||||||||||
CMBS - fixed-rate | 5.55 | % | 5.68% | 1,876,187 | 2,387,532 | ||||||||||||||||||||
CMBS - variable-rate (4) | 3.34 | % | 3.28% | 110,854 | 111,018 | ||||||||||||||||||||
Unsecured fixed rate promissory note | 10 | % | 7.00% | 1,375 | 1,442 | ||||||||||||||||||||
Convertible senior notes (5) | 5.1 | % | 3.30% | 747,500 | — | ||||||||||||||||||||
3,960,575 | 3,776,549 | ||||||||||||||||||||||||
Unamortized net debt (discount) or premium | (50,483 | ) | 1,669 | ||||||||||||||||||||||
Total debt, net | $ | 3,910,092 | $ | 3,778,218 | |||||||||||||||||||||
(1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and related debt insurer premiums, where applicable, calculated for the three months ended June 30, 2014. | |||||||||||||||||||||||||
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2014. | |||||||||||||||||||||||||
(3) Excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee, the effective interest rate on the revolving credit facilities (Credit Facility and Line of Credit), was 2.96% as of June 30, 2014. | |||||||||||||||||||||||||
(4) Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). | |||||||||||||||||||||||||
(5) The value of the embedded conversion premium of ($55.8) million is included in net debt (discount). | |||||||||||||||||||||||||
The following table summarizes certain key terms under the Old Notes and the New Notes (post exchange): | |||||||||||||||||||||||||
Old Notes | New Notes | ||||||||||||||||||||||||
Issuer | Principal Amount | Interest Rate | Anticipated payment date | Legal Maturity Date | Issuer | Principal Amount | Interest Rate | Anticipated payment date | Legal Maturity Date | ||||||||||||||||
SMF, 2005-1, Class A-1 | $ | 94,264 | 5.05 | % | Jul-20 | Jul-23 | SMF, 2014-1, Class A-1 | $ | 81,309 | 5.05 | % | Jul-20 | Jul-40 | ||||||||||||
SMF, 2005-1, Class A-2 | 258,300 | 5.37 | % | Jul-20 | Jul-23 | SMF, 2014-1, Class A-2 | 253,300 | 5.37 | % | Jul-20 | Jul-40 | ||||||||||||||
SMF II, 2006-1, Class A (1) | 246,915 | 5.76 | % | Mar-21 | Mar-24 | SMF II, 2014-2, Class A | 246,915 | 5.76 | % | Mar-21 | Mar-41 | ||||||||||||||
SMF III, 2007-1, Class A | 312,944 | 5.74 | % | Mar-22 | Mar-25 | SMF III, 2014-3, Class A | 312,944 | 5.74 | % | Mar-22 | Mar-42 | ||||||||||||||
$ | 912,423 | $ | 894,468 | ||||||||||||||||||||||
(1) Principal amounts include $12.3 million of SMF II, Class A notes repurchased by the Company in 2010, which is shown net on the condensed consolidated balance sheets. | |||||||||||||||||||||||||
Debt Maturities of Mortgages and Notes Payable, Including Balloon Payments | ' | ||||||||||||||||||||||||
As of June 30, 2014, scheduled debt maturities of the Company’s revolving credit facilities, mortgages and notes payable, including balloon payments, are as follows (in thousands): | |||||||||||||||||||||||||
Scheduled | Balloon | Total | |||||||||||||||||||||||
Principal | Payment | ||||||||||||||||||||||||
Remainder of 2014 | $ | 16,723 | $ | 29,761 | $ | 46,484 | |||||||||||||||||||
2015 | 32,799 | 245,794 | 278,593 | ||||||||||||||||||||||
2016 | 31,108 | 299,963 | 331,071 | ||||||||||||||||||||||
2017 | 28,389 | 905,262 | 933,651 | ||||||||||||||||||||||
2018 | 27,284 | 248,851 | 276,135 | ||||||||||||||||||||||
Thereafter | 96,334 | 1,998,307 | 2,094,641 | ||||||||||||||||||||||
Total | $ | 232,637 | $ | 3,727,938 | $ | 3,960,575 | |||||||||||||||||||
Interest Expense and Related Borrowings | ' | ||||||||||||||||||||||||
The following table summarizes interest expense on the related borrowings (in thousands): | |||||||||||||||||||||||||
Three Months | Six Months | ||||||||||||||||||||||||
Ended June 30, | Ended June 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Interest expense – revolving credit facilities | $ | 1,100 | $ | 271 | $ | 1,820 | $ | 376 | |||||||||||||||||
Interest expense – mortgages and notes payable | 53,649 | 29,615 | 107,245 | 59,086 | |||||||||||||||||||||
Interest expense – other | 33 | 469 | 72 | 470 | |||||||||||||||||||||
Amortization of deferred financing costs | 1,324 | 6,229 | 2,297 | 10,130 | |||||||||||||||||||||
Amortization of debt (premium)/discount | (114 | ) | 2,968 | (1,043 | ) | 5,929 | |||||||||||||||||||
Total interest expense | $ | 55,992 | $ | 39,552 | $ | 110,391 | $ | 75,991 | |||||||||||||||||
Derivative_and_Hedging_Activit1
Derivative and Hedging Activities (Tables) | 6 Months Ended | |||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||||||
Summary of Notional Amount and Fair Value of Derivative Instruments | ' | |||||||||||||||||||||
The following table summarizes the notional amount and fair value of the Company’s derivative instruments (in thousands): | ||||||||||||||||||||||
Fair Value of Liability | ||||||||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance Sheet Location | Notional | Interest | Effective | Maturity | June 30, | December 31, | |||||||||||||||
Amount | Rate | Date | Date | 2014 | 2013 | |||||||||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 10,924 | 4.62 | % | 6/28/12 | 7/6/17 | $ | (80 | ) | $ | (42 | ) | |||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 6,746 | 5.75 | % | 7/17/13 | 3/1/16 | (260 | ) | (326 | ) | |||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 32,400 | 3.15 | % | 7/17/13 | 9/5/15 | (162 | ) | (178 | ) | |||||||||||
Interest Rate Swaps(a) | Accounts payable, accrued expenses and other liabilities | $ | 61,758 | 5.14 | % | 1/2/14 | 12/13/18 | (863 | ) | (246 | ) | |||||||||||
$ | (1,365 | ) | $ | (792 | ) | |||||||||||||||||
(a)Represents a tranche of eight individual interest rate swap agreements with notional amounts ranging from $7.6 million to $7.9 million. The swap agreements contain the same payment terms, stated interest rate, effective date, and maturity date. | ||||||||||||||||||||||
Derivative Instruments Amounts Recorded in AOCL and Gain or (Loss) Reclassified Out of AOCL | ' | |||||||||||||||||||||
The following tables provide information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the three and six months ended ended June 30, 2014 and 2013, respectively (in thousands): | ||||||||||||||||||||||
Amount of (Loss) or Gain Recognized | ||||||||||||||||||||||
in AOCL on Derivative | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Six Months | |||||||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest rate swaps | $ | (875 | ) | $ | 502 | $ | (1,277 | ) | $ | 470 | ||||||||||||
Amount of Loss Reclassified from | ||||||||||||||||||||||
AOCL into Operations | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Six Months | |||||||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||||||
Location of Loss Reclassified from AOCL into Operations | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest expense | $ | (331 | ) | $ | (95 | ) | $ | (654 | ) | $ | (188 | ) | ||||||||||
General and administrative expense | — | — | — | (22 | ) | |||||||||||||||||
Amount of Gain or (Loss) Recognized in | ||||||||||||||||||||||
Operations on Derivative | ||||||||||||||||||||||
(Ineffective Portion) | ||||||||||||||||||||||
Three Months | Six Months | |||||||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||||||
Location of (Loss) or Gain Recognized in Operations on Derivatives | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
General and administrative expense | $ | (3 | ) | $ | 54 | $ | (3 | ) | $ | 54 | ||||||||||||
Stockholders_Equity_Dividends_
Stockholders' Equity Dividends Declared (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Dividends Declared | ' | |||||||||||
For the six months ended June 30, 2014, our Board of Directors declared the following dividends: | ||||||||||||
Declaration Date | Dividend Per Share | Record Date | Total Amount (1) | Payment Date | ||||||||
(in thousands) | ||||||||||||
March 18, 2014 | $ | 0.16625 | March 31, 2014 | 61,629 | April 15, 2014 | |||||||
June 16, 2014 | $ | 0.16625 | June 30, 2014 | 66,299 | July 15, 2014 | |||||||
(1) Excludes estimated forfeitures for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying condensed consolidated statement of operations. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Financial Assets and Liabilities at Fair Value on Recurring Basis | ' | |||||||||||||||||||||||
The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Fair Value Hierarchy Level | ||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
June 30, 2014: | ||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||
Interest rate swaps financial liabilities | $ | (1,365 | ) | $ | — | $ | (1,365 | ) | $ | — | ||||||||||||||
December 31, 2013: | ||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||
Interest rate swaps financial liabilities | $ | (792 | ) | $ | — | $ | (792 | ) | $ | — | ||||||||||||||
Assets at Fair Value on Nonrecurring Basis | ' | |||||||||||||||||||||||
The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Fair Value Hierarchy Level | Impairment | |||||||||||||||||||||||
Description | Fair Value | Dispositions | Level 1 | Level 2 | Level 3 | Charges (1) | ||||||||||||||||||
June 30, 2014: | ||||||||||||||||||||||||
Long-lived assets held and used | $ | 34,257 | $ | — | $ | — | $ | — | $ | 34,257 | $ | (17,844 | ) | |||||||||||
Lease intangible assets | 2,631 | — | — | — | 2,631 | (3,457 | ) | |||||||||||||||||
Long-lived assets held for sale | 23,110 | — | — | — | 23,110 | (8,033 | ) | |||||||||||||||||
$ | (29,334 | ) | ||||||||||||||||||||||
December 31, 2013: | ||||||||||||||||||||||||
Lease intangible assets | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (182 | ) | |||||||||||
Long-lived assets held for sale | 11,198 | (26,832 | ) | — | — | 38,030 | (7,134 | ) | ||||||||||||||||
$ | (7,316 | ) | ||||||||||||||||||||||
(1) Impairment charges are presented for the six months ended June 30, 2014 and for the year ended December 31, 2013. | ||||||||||||||||||||||||
Schedule Of Carrying Amount And Estimated Fair Value Of Financial Instruments | ' | |||||||||||||||||||||||
The following table discloses fair value information for these financial instruments (in thousands): | ||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||||||||||
Loans receivable, net | $ | 113,321 | $ | 121,670 | $ | 117,721 | $ | 131,587 | ||||||||||||||||
Revolving credit facilities, net | 15,528 | 15,711 | 35,120 | 34,911 | ||||||||||||||||||||
Mortgages and notes payable, net | 3,202,853 | 3,279,436 | 3,743,098 | 3,892,621 | ||||||||||||||||||||
Convertible senior notes, net (1) | 691,711 | 747,066 | — | — | ||||||||||||||||||||
(1) The carrying amount of the convertible senior notes is net of an embedded conversion premium totaling $55.8 million. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Net Gains or Losses from Discontinued Operations | ' | |||||||||||||||
The following table is a reconciliation of the major classes of assets and liabilities from discontinued operations included in real estate assets held for sale on the condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Assets | ||||||||||||||||
Land and improvements | $ | 6,699 | $ | 10,003 | ||||||||||||
Buildings and improvements | 7,460 | 14,178 | ||||||||||||||
Total real estate investments | 14,159 | 24,181 | ||||||||||||||
Less: Accumulated depreciation | (2,613 | ) | (4,819 | ) | ||||||||||||
Intangible lease assets, net | 567 | 697 | ||||||||||||||
Other | 228 | — | ||||||||||||||
Total assets | $ | 12,341 | $ | 20,059 | ||||||||||||
Liabilities | ||||||||||||||||
Intangible lease liabilities, net | $ | 448 | $ | 448 | ||||||||||||
Total liabilities | $ | 448 | $ | 448 | ||||||||||||
The results of discontinued operations for the three and six months ended June 30, 2014 and 2013, are summarized below (dollars in thousands): | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | |||||||||||||
Revenues: | ||||||||||||||||
Rent | $ | 309 | $ | 2,228 | $ | 617 | $ | 4,450 | ||||||||
Non-cash rent | 2 | (143 | ) | (27 | ) | (125 | ) | |||||||||
Other | 33 | 7 | 2,950 | 7 | ||||||||||||
Total revenues | 344 | 2,092 | 3,540 | 4,332 | ||||||||||||
Expenses: | ||||||||||||||||
General and administrative | 9 | 7 | 12 | 16 | ||||||||||||
Property costs | 56 | 266 | 195 | 340 | ||||||||||||
Interest | — | — | — | 194 | ||||||||||||
Depreciation and amortization | — | 1,213 | — | 2,590 | ||||||||||||
Impairments | — | 1,786 | — | 3,889 | ||||||||||||
Total expenses | 65 | 3,272 | 207 | 7,029 | ||||||||||||
Gain (loss) from discontinued operations before other income | 279 | (1,180 | ) | 3,333 | (2,697 | ) | ||||||||||
Other income: | ||||||||||||||||
Gain on debt extinguishment | — | 1,028 | — | 1,028 | ||||||||||||
Other | — | 22 | — | 45 | ||||||||||||
Total other income | — | 1,050 | — | 1,073 | ||||||||||||
Income (loss) from discontinued operations | 279 | (130 | ) | 3,333 | (1,624 | ) | ||||||||||
Gain (loss) on dispositions of assets | 92 | (191 | ) | 85 | (11 | ) | ||||||||||
Total discontinued operations | $ | 371 | $ | (321 | ) | $ | 3,418 | $ | (1,635 | ) | ||||||
Number of properties disposed of during period (a) | 3 | 4 | 5 | 10 | ||||||||||||
(a) During the six months ended June 30, 2014, seven properties were sold, but only five of them were held for sale at December 31, 2013 and qualified for discontinued operations under ASU 2014-08. |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Cash Flow, Supplemental Disclosures | ' | |||||||
Six Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | (in thousands) | |||||||
Distributions declared and unpaid | $ | (66,299 | ) | $ | (26,514 | ) | ||
Reduction of debt through sale of certain real estate properties | — | 974 | ||||||
Real estate properties acquired under 1031 exchange | 20,784 | — | ||||||
Embedded conversion premium of convertible notes | (56,740 | ) | — | |||||
Reduction of debt, net of assets surrendered to lender | — | 1,028 | ||||||
Accrued equity offering costs | (250 | ) | — | |||||
Accrued deferred financing costs | (281 | ) | (9,814 | ) |
Loss_Per_Share_Tables
Loss Per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Computation of Basic and Diluted Loss Per Share | ' | |||||||||||||||
The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted loss per share (dollars in thousands): | ||||||||||||||||
Three Months | Six Months Ended | |||||||||||||||
Ended June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic and diluted loss: | ||||||||||||||||
Loss from continuing operations | $ | (88,902 | ) | $ | (11,348 | ) | $ | (79,432 | ) | $ | (18,366 | ) | ||||
(Loss) gain on dispositions of assets | (1,290 | ) | — | 432 | — | |||||||||||
Less: income attributable to unvested restricted stock | (334 | ) | (352 | ) | (667 | ) | (698 | ) | ||||||||
Loss used in basic and diluted income (loss) per share from continuing operations | (90,526 | ) | (11,700 | ) | (79,667 | ) | (19,064 | ) | ||||||||
Income (loss) from discontinued operations | 371 | (321 | ) | 3,418 | (1,635 | ) | ||||||||||
Net loss attributable to common stockholders used in basic and diluted income (loss) per share | $ | (90,155 | ) | $ | (12,021 | ) | $ | (76,249 | ) | $ | (20,699 | ) | ||||
Basic and diluted weighted average shares of common stock outstanding: | ||||||||||||||||
Weighted average shares of common stock outstanding | 383,810,017 | 161,598,986 | 377,209,471 | 161,599,476 | ||||||||||||
Less: unvested weighted average shares of restricted stock | (2,034,814 | ) | (2,168,860 | ) | (1,943,238 | ) | (2,173,701 | ) | ||||||||
Weighted average number of shares outstanding used in basic and diluted loss per share | 381,775,203 | 159,430,126 | 375,266,233 | 159,425,775 | ||||||||||||
Potentially dilutive shares of common stock | ||||||||||||||||
Unvested shares of restricted stock | 911,962 | 950,097 | 800,773 | 838,293 | ||||||||||||
Unvested performance shares | 708,823 | — | 703,262 | — | ||||||||||||
Stock options | 4,416 | — | 4,830 | — | ||||||||||||
Total | 1,625,201 | 950,097 | 1,508,865 | 838,293 | ||||||||||||
Organization_Additional_Inform
Organization - Additional Information (Detail) (USD $) | 6 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 20-May-14 | 20-May-14 | 19-May-14 | 20-May-14 | 20-May-14 | 20-May-14 | 20-May-14 | 20-May-14 | 20-May-14 | 20-May-14 | Jun. 05, 2014 | Jun. 30, 2014 | Jun. 04, 2014 | Jun. 05, 2014 | 20-May-14 | 20-May-14 | 20-May-14 | 20-May-14 | 20-May-14 | 16-May-14 | Jun. 30, 2014 | Apr. 15, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |||
Property | Property | Current Year Acquisitions | Convertible Senior Notes | Mortgages | Mortgages | 2.875% Convertible Senior Notes due 2019 | 3.75% Convertible Senior Notes due 2021 | Old Notes | New Notes | Master trust notes | Master trust notes | Master trust notes | Subsidiaries | Subsidiaries | Subsidiaries | Subsidiaries | Underwriters | Underwriters | Secondary Offering | Secondary Offering | Over-Allotment Option | Over-Allotment Option | At the Market | At the Market | General Partner | Limited Partner | |||
Property | Convertible Senior Notes | Convertible Senior Notes | Mortgages | Mortgages | Senior Mortgage Notes Payable | Net-lease Mortgage Notes | Old Notes | Subsidiary | Mortgages | Mortgages | Master trust notes | 2.875% Convertible Senior Notes due 2019 | 3.75% Convertible Senior Notes due 2021 | ||||||||||||||||
Property | Convertible Senior Notes | Convertible Senior Notes | |||||||||||||||||||||||||||
Summary Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Percentage ownership of operating partnership | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 99.00% | ||
Real estate properties and loans, gross | $7,549,099,000 | [1] | $7,235,732,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real estate assets held for sale | 2,369 | 2,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Gross investment in real estate, percentage | 98.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of owned real estate properties | 2,224 | 2,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Securing mortgage properties, percentage | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Securing mortgage properties | 145 | 145 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Issuance of common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,450,000 | ' | 3,450,000 | ' | 1,574,320 | ' | ' | ' | ||
Payments for commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ||
Common stock, par value per share (in USD per share) | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ||
Common stock option to purchase additional shares to cover over-allotments term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ||
Aggregate principal amount of debt | ' | ' | ' | ' | 894,468,000 | 912,423,000 | 402,500,000 | 345,000,000 | ' | ' | ' | ' | ' | ' | ' | 545,700,000 | ' | 52,500,000 | 45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stated interest rate | ' | ' | ' | ' | ' | ' | 2.88% | 3.75% | ' | ' | ' | ' | ' | ' | ' | 6.59% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 271,200,000 | ' | ' | ' | 16,600,000 | ' | ' | ' | ||
Proceeds from convertible debt | ' | ' | ' | 726,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Extended term of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | '17 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Percentage elected to exchange notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of indirectly owned subsidiaries that defeased loans outstanding under master loan agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amount of debt defeasance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 509,800,000 | 18,000,000 | ' | ' | ' | ' | 488,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total debt, net | 3,910,092,000 | 3,778,218,000 | ' | ' | ' | ' | ' | ' | 912,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amount of old debt notes exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 894,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of properties securing borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Gross book value of rental properties and rent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 917,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Maximum authorized proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000,000 | ' | ' | ||
Number of properties acquired | ' | ' | 190 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Payments to acquire real estate | ' | ' | 365,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenues | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of properties disposed of, including continuing and discontinued operations | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from sale of real estate | $15,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | The dollar amount of investments includes the gross investment in land, buildings and lease intangibles, as adjusted for any impairment, related to properties owned and the carrying amount of loans receivable and real estate assets held under direct financing leases. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Schedule of Restricted Cash and Cash Equivalents (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | $51,466 | $58,691 | ||
Collateral Deposits | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 21,945 | [1] | 21,816 | [1] |
Tenant Improvements, Repairs and Leasing Commissions | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 12,035 | [2] | 10,297 | [2] |
Master Trust Release and Title Company Escrow | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 14,165 | [3] | 21,893 | [3] |
Loan Impounds | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 2,239 | [4] | 2,018 | [4] |
Other Restricted Cash and Escrow Deposits | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | $1,082 | [5] | $2,667 | [5] |
[1] | Funds held in reserve by lenders which, at their sole discretion, can be applied to the repayment of debt. Any funds remaining on deposit after the debt is paid in full are released to the borrower. | |||
[2] | Deposits held by lenders that are reserved to fund tenant improvements/repairs on collateral properties or when leasing commissions are incurred to secure a new tenant. | |||
[3] | Includes net sales proceeds from property dispositions held as collateral that can be released upon qualified re-investment. | |||
[4] | Funds held in lender controlled accounts generally used to meet future debt service or certain property cost requirements. | |||
[5] | Funds held in lender controlled accounts released within the following month after debt service requirements are met. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
segment | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Allowance for doubtful accounts | $5,400,000 | $4,600,000 |
Assets | 7,500,907,000 | 7,231,045,000 |
Liabilities | 4,238,559,000 | 4,113,011,000 |
Number of segments | 1 | ' |
Accounts receivable | 18,800,000 | 14,300,000 |
Provision for losses | 10,800,000 | 9,600,000 |
Accrued rental revenue receivables | 42,000,000 | 35,300,000 |
Allowance for loan losses | 0 | 0 |
Loan placed on non accrual status, past due days | '60 days | ' |
Provision for income taxes | 0 | ' |
Mortgages | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Loans on non accruals status | 0 | 0 |
Notes | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Loans on non accruals status | 0 | 0 |
Special Purpose Entity | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Assets | 6,300,000,000 | 6,100,000,000 |
Liabilities | $3,300,000,000 | $3,800,000,000 |
Gross_Real_Estate_and_Loan_Act
Gross Real Estate and Loan Activity (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | |
Property | ||
Number of Properties Owned or Financed | ' | |
Balance, December 31, 2013 | 2,186 | |
Acquisitions/improvements | 190 | |
Dispositions of real estate (Note 11) | -7 | [1] |
Principal payments and payoffs | 0 | |
Impairments | 0 | |
Loan premium amortization and other | 0 | |
Balance, June 30, 2014 | 2,369 | |
Dollar Amount of Investments | ' | |
Balance, December 31, 2013 | $7,235,732 | [2] |
Acquisitions/improvements | 365,893 | [2] |
Dispositions of real estate(2) (Note 11) | -16,498 | [1],[2] |
Principal payments and payoffs | -3,136 | [2] |
Impairments | -28,847 | [2] |
Loan premium amortization and other | -4,045 | [2] |
Balance, June 30, 2014 | $7,549,099 | [2] |
[1] | The total accumulated depreciation and amortization associated with dispositions of real estate was $2.8 million for the six months ended June 30, 2014. | |
[2] | The dollar amount of investments includes the gross investment in land, buildings and lease intangibles, as adjusted for any impairment, related to properties owned and the carrying amount of loans receivable and real estate assets held under direct financing leases. |
Minimum_Future_Rentals_to_be_R
Minimum Future Rentals to be Received under Remaining Non-Cancelable Term of Operating Leases (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' |
Remainder of 2014 | $282,376 |
2015 | 557,731 |
2016 | 540,709 |
2017 | 525,579 |
2018 | 510,083 |
Thereafter | 3,669,882 |
Total future minimum rentals | $6,086,360 |
Loans_Receivable_Net_Details
Loans Receivable Net (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ' |
Mortgage - principal | $99,203 | $102,315 |
Mortgage - premium | 13,713 | 14,976 |
Mortgages, net | 112,916 | 117,291 |
Other notes - principal | 405 | 430 |
Total loans receivable, net | $113,321 | $117,721 |
Investment_in_Direct_Financing
Investment in Direct Financing Leases (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ' |
Minimum lease payments receivable | $17,721 | $19,555 |
Estimated residual value of leased assets | 55,858 | 57,739 |
Unearned income | -16,850 | -18,534 |
Total | $56,729 | $58,760 |
Activity_in_Real_Estate_Assets
Activity in Real Estate Assets Held for Sale (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | |
Property | ||
Number of Properties | ' | |
Balance, December 31, 2013 | 11 | |
Transfers from real estate investments | 6 | |
Sales (Note 11) | -5 | |
Balance, June 30, 2014 | 12 | [1] |
Carrying Value | ' | |
Balance, December 31, 2013 | $19,611 | |
Transfers from real estate investments | 29,290 | |
Sales (Note 11) | -7,946 | |
Balance, June 30, 2014 | $40,955 | [1] |
[1] | Includes six properties with a net carrying amount of $29.1 million in which its operating results are reported in continuing operations. |
Real_Estate_Assets_Held_for_Sa
Real Estate Assets Held for Sale in Discontinued Operations (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Land and improvements | $6,699 | $10,003 |
Buildings and improvements | 7,460 | 14,178 |
Total real estate investments | 14,159 | 24,181 |
Less: Accumulated depreciation | -2,613 | -4,819 |
Intangible lease assets, net | 567 | 697 |
Other | 228 | 0 |
Total assets | 12,341 | 20,059 |
Liabilities | ' | ' |
Intangible lease liabilities, net | 448 | 448 |
Total liabilities | $448 | $448 |
Summary_of_Total_Impairment_Lo
Summary of Total Impairment Losses Recognized (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ' | ' | ' |
Real estate and intangible asset impairment | $24,610 | $1,481 | $26,247 | $3,584 |
Write-off of lease intangibles due to lease terminations | 2,529 | 487 | 2,599 | 487 |
Loans receivable recovery | 0 | -367 | 0 | -367 |
Other impairment | 488 | 0 | 488 | 0 |
Total impairment loss continuing and discontinued operations | $27,627 | $1,601 | $29,334 | $3,704 |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 6 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | |||
State | Property | |||
Property | ||||
Investment [Line Items] | ' | ' | ||
Real estate properties and loans, gross | $7,549,099,000 | [1] | $7,235,732,000 | [1] |
Real estate assets held for sale | 2,369 | 2,186 | ||
Properties dispersed geographically | 49 | ' | ||
Number of states exceeding disclosure threshold | 1 | ' | ||
Minimum percentage of investment in real estate properties | 10.00% | ' | ||
Number of owned real estate properties | 2,224 | 2,041 | ||
Securing mortgage properties | 145 | 145 | ||
Securing mortgage properties carrying amount | 112,900,000 | 117,300,000 | ||
Other loan receivable with aggregate carrying value | 400,000 | 400,000 | ||
Accumulated depreciation and amortization associated with dispositions of real estate | $2,800,000 | ' | ||
Properties vacant | ' | ' | ||
Investment [Line Items] | ' | ' | ||
Number of properties | 29 | 21 | ||
Property Held For Sale | ' | ' | ||
Investment [Line Items] | ' | ' | ||
Number of properties | 3 | 6 | ||
Texas | ' | ' | ||
Investment [Line Items] | ' | ' | ||
Percentage of investment in real estate properties | 13.00% | ' | ||
[1] | The dollar amount of investments includes the gross investment in land, buildings and lease intangibles, as adjusted for any impairment, related to properties owned and the carrying amount of loans receivable and real estate assets held under direct financing leases. |
Gross_Real_Estate_and_Loan_Act1
Gross Real Estate and Loan Activity (Parenthetical) (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Millions, unless otherwise specified | Property | Property | |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | |
Number of Real Estate Properties | 12 | [1] | 11 |
Number of properties in real estate assets held for sale reported in continuing operations | 145 | 145 | |
Carrying value of properties in real estate assets held for sale reported in continuing operations | $0.40 | $0.40 | |
Continuing Operations [Member] | ' | ' | |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | |
Number of Real Estate Properties | 6 | ' | |
Rental Properties | $29.10 | ' | |
[1] | Includes six properties with a net carrying amount of $29.1 million in which its operating results are reported in continuing operations. |
Lease_Intangible_Assets_and_Li
Lease Intangible Assets and Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ' | ' |
Less: accumulated amortization | ($166,958) | ($140,024) |
Intangible lease assets, net | 599,107 | 618,121 |
Below-market leases | 247,262 | 243,237 |
Less: accumulated amortization | -30,548 | -23,123 |
Intangible lease liabilities, net | 216,714 | 220,114 |
In-place Leases | ' | ' |
Capital Leased Assets [Line Items] | ' | ' |
Intangible lease assets, gross | 667,434 | 663,027 |
Above-Market Lease | ' | ' |
Capital Leased Assets [Line Items] | ' | ' |
Intangible lease assets, gross | $98,631 | $95,118 |
Lease_Intangibles_Net_Addition
Lease Intangibles, Net - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Capital Leased Assets [Line Items] | ' | ' |
Amortization amount to rental revenue for capitalized leases | $3 | $0.70 |
Amortization amount to rental revenue for capitalized leases due to merger | 1.5 | ' |
In-place Leases | ' | ' |
Capital Leased Assets [Line Items] | ' | ' |
Leases amortization expenses | 26.9 | 8.8 |
Lease amortization expense due to merger | $16.70 | ' |
Summarized_Debt_Details
Summarized Debt (Details) (USD $) | Jun. 30, 2014 | 20-May-14 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Long-term debt, gross | $3,960,575,000 | ' | $3,776,549,000 | ||
Unamortized net debt (discount) or premium | -50,483,000 | ' | 1,669,000 | ||
Total debt, net | 3,910,092,000 | ' | 3,778,218,000 | ||
Revolving credit facilities | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average effective interest rates | 5.31% | [1],[2] | ' | ' | |
Long-term debt, gross | 15,528,000 | [2] | ' | 35,120,000 | [2] |
Interest rate excluding noncash amortization of deferred financing costs and non-utilization fee | 2.96% | ' | ' | ||
Revolving credit facilities | Weighted Average | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average stated interest rate | 4.00% | [2],[3] | ' | ' | |
Master trust notes | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average effective interest rates | 6.13% | [1] | ' | ' | |
Long-term debt, gross | 1,209,131,000 | ' | 1,241,437,000 | ||
Master trust notes | Weighted Average | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average stated interest rate | 5.35% | [3] | ' | ' | |
CMBS - fixed-rate | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average effective interest rates | 5.55% | [1] | ' | ' | |
Long-term debt, gross | 1,876,187,000 | ' | 2,387,532,000 | ||
CMBS - fixed-rate | Weighted Average | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average stated interest rate | 5.68% | [3] | ' | ' | |
CMBS - variable-rate | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average effective interest rates | 3.34% | [1],[4] | ' | ' | |
Long-term debt, gross | 110,854,000 | [4] | ' | 111,018,000 | [4] |
CMBS - variable-rate | Weighted Average | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average stated interest rate | 3.28% | [3],[4] | ' | ' | |
Unsecured fixed rate promissory note | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average effective interest rates | 10.00% | [1] | ' | ' | |
Long-term debt, gross | 1,375,000 | ' | 1,442,000 | ||
Unsecured fixed rate promissory note | Weighted Average | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average stated interest rate | 7.00% | [3] | ' | ' | |
Convertible Senior Notes | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average effective interest rates | 5.10% | [1],[5] | ' | ' | |
Long-term debt, gross | 747,500,000 | [5] | ' | 0 | [5] |
Value of the embedded conversion premium, included in net debt (discount) | ($55,800,000) | ($56,700,000) | ' | ||
Convertible Senior Notes | Weighted Average | ' | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ' | ||
Weighted average stated interest rate | 3.30% | [3],[5] | ' | ' | |
[1] | The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and related debt insurer premiums, where applicable, calculated for the three months ended June 30, 2014. | ||||
[2] | Excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee, the effective interest rate on the revolving credit facilities (Credit Facility and Line of Credit), was 2.96% as of June 30, 2014. | ||||
[3] | Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2014. | ||||
[4] | Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). | ||||
[5] | The value of the embedded conversion premium of ($55.8) million is included in net debt (discount). |
Revolving_Credit_Facilities_De
Revolving Credit Facilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 17, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jun. 30, 2014 | Jul. 17, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | |||
Minimum | Maximum | Base Rate | Base Rate | LIBOR | LIBOR | Special Purpose Entity | Deferred Charges And Other Assets | Weighted Average | Prime Rate | Floor Rate | ||||||||
Minimum | Maximum | Minimum | Maximum | credit_advance | Special Purpose Entity | Special Purpose Entity | Special Purpose Entity | |||||||||||
Property | ||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility maximum borrowing capacity | ' | ' | $400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000,000 | ' | ' | ' | ' | ' |
Extended term of debt | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | 2.00% | 3.00% | ' | ' | ' | ' | ' | 0.50% | 4.00% |
Commitment fee on unused capacity | ' | ' | ' | ' | ' | 0.25% | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee | ' | ' | ' | 300,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | 4,500,000 | ' | 3,100,000 | ' | ' | ' |
Weighted average effective interest rates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.49% | ' | ' | ' | ' | ' | ' |
Interest rate excluding noncash amortization of deferred financing costs and non-utilization fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.78% | ' | ' | ' | ' | ' | ' |
Amount outstanding | 15,528,000 | 35,120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 15,500,000 | ' | ' | ' | ' |
Maximum borrowing capacity increase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $40,000,000 | ' | ' | ' | ' |
Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' |
Number of separate advances | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Number of properties securing borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Weighted average stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' |
Weighted average interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.22% | ' | ' | ' | ' |
Master_Trust_Notes_Details
Master Trust Notes (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | 20-May-14 | 19-May-14 | Dec. 31, 2013 | 20-May-14 | 20-May-14 | 19-May-14 | 19-May-14 | 19-May-14 | 19-May-14 | Jun. 30, 2014 | 20-May-14 | Jun. 30, 2014 | 20-May-14 | Jun. 30, 2014 | 20-May-14 | Jun. 30, 2014 | 20-May-14 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 20-May-14 | 20-May-14 | |
Mortgages | Mortgages | Mortgages | Old Notes | New Notes | Series 2005-1 Notes Tranche 1-A Due 2020 | Series 2005-1 Notes Tranche A-2 Due 2020 | Series 2006-1 Notes Due 2021 | Series 2007-1 Notes Due 2022 | Series 2014-1 Notes Tranche 1-A Due 2040 | Series 2014-1 Notes Tranche 1-A Due 2040 | Series 2014-1 Notes Tranche A-2 Due 2040 | Series 2014-1 Notes Tranche A-2 Due 2040 | Series 2014-2 Notes Due 2041 | Series 2014-2 Notes Due 2041 | Series 2014-2 Notes Due 2042 | Series 2014-2 Notes Due 2042 | 3.89% Series 2013-1 Class A Interest Only | 3.89% Series 2013-1 Class A Interest Only | 5.27% Series 2013-2 Class A Amortizing Net Lease Mortgage Notes | 5.27% Series 2013-2 Class A Amortizing Net Lease Mortgage Notes | Series 2014 Notes | Series 2014 Notes | Series 2013 Notes | Series 2013 Notes | Mortgages | Mortgages | ||||
Spirit Master Funding VII, LLC | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Mortgages | Property | Mortgages | Spirit Master Funding VII, LLC | Mortgages | Old Notes | Net-lease Mortgage Notes | ||||||
Spirit Master Funding VII, LLC | Spirit Master Funding VII, LLC | Spirit Master Funding VII, LLC | Spirit Master Funding VII, LLC | Property | Property | Spirit Master Funding VII, LLC | ||||||||||||||||||||||||
Property | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Repurchase debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Long-term debt | 3,910,092,000 | 3,778,218,000 | ' | ' | ' | 912,400,000 | ' | ' | ' | ' | ' | 80,500,000 | ' | 253,300,000 | ' | 234,400,000 | ' | 312,900,000 | ' | 125,000,000 | ' | 203,000,000 | ' | ' | ' | ' | ' | ' | ' | |
Amount of old debt notes exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 894,400,000 | ' | |
Amount of debt defeasance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | |
Extended term of debt | ' | ' | ' | ' | ' | ' | '17 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of properties securing borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 719 | 82 | 318 | 79 | ' | ' | |
Aggregate principal amount of debt | ' | ' | $894,468,000 | $912,423,000 | $330,000,000 | ' | ' | $94,264,000 | $258,300,000 | $246,915,000 | [1] | $312,944,000 | ' | $81,309,000 | ' | $253,300,000 | ' | $246,915,000 | ' | $312,944,000 | ' | $125,000,000 | ' | $205,000,000 | ' | ' | ' | ' | ' | ' |
Weighted average stated interest rate | ' | ' | ' | ' | ' | ' | ' | 5.05% | 5.37% | 5.76% | [1] | 5.74% | ' | 5.05% | ' | 5.37% | ' | 5.76% | ' | 5.74% | ' | 3.89% | ' | 5.27% | ' | ' | ' | ' | ' | ' |
[1] | Principal amounts include $12.3 million of SMF II, Class A notes repurchased by the Company in 2010, which is shown net on the condensed consolidated balance sheets. |
CMBS_Details
CMBS (Details) (USD $) | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | ||
loan | ||||
Property | ||||
Debt Instrument [Line Items] | ' | ' | ||
Long-term debt, gross | $3,960,575 | $3,776,549 | ||
CMBS - fixed-rate | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Number of loans secured by mortgage on leased properties and related assets | 229 | ' | ||
Effective percentage rate minimum | 3.90% | ' | ||
Effective percentage rate maximum | 8.39% | ' | ||
Weighted average interest rate | 5.68% | ' | ||
Long-term debt, gross | 1,876,187 | 2,387,532 | ||
Number of properties securing borrowings | 736 | ' | ||
CMBS - variable-rate | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Number of loans secured by mortgage on leased properties and related assets | 26 | ' | ||
Effective percentage rate minimum | 2.65% | ' | ||
Effective percentage rate maximum | 3.56% | ' | ||
Weighted average interest rate | 3.28% | ' | ||
Long-term debt, gross | $110,854 | [1] | $111,018 | [1] |
Number of properties securing borrowings | 123 | ' | ||
[1] | Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). |
Convertible_Senior_Notes_Detai
Convertible Senior Notes (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | 20-May-14 | Jun. 30, 2014 | 20-May-14 | Jun. 30, 2014 | 20-May-14 | Jun. 30, 2014 | 20-May-14 |
Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | |||
Convertible Senior Notes Due 2019 | Convertible Senior Notes Due 2019 | Convertible Senior Notes Due 2021 | Convertible Senior Notes Due 2021 | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | ' | $402,500,000 | ' | $345,000,000 |
Weighted average stated interest rate | ' | ' | ' | ' | ' | ' | 2.88% | ' | 3.75% |
Conversion rate | ' | ' | 0.0763636 | ' | ' | ' | ' | ' | ' |
Conversion price | ' | ' | ' | ' | $13.10 | ' | ' | ' | ' |
Premium above public offering price | ' | ' | ' | ' | 22.50% | ' | ' | ' | ' |
Discount amortization period | ' | ' | ' | ' | ' | '5 years | ' | '7 years | ' |
Value of the embedded conversion premium, included in net debt (discount) | ' | ' | ' | 55,800,000 | 56,700,000 | ' | ' | ' | ' |
Deferred finance costs | $41,800,000 | $23,800,000 | ' | $19,600,000 | ' | ' | ' | ' | ' |
Debt_Extinguishment_Details
Debt Extinguishment (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 04, 2014 | Jun. 05, 2014 | 20-May-14 | 20-May-14 | |
Mortgages | Subsidiaries | Subsidiaries | Net-lease Mortgage Notes | Senior Mortgage Notes Payable | |||||
Mortgages | Mortgages | Mortgages | Mortgages | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt defeasance | ' | ' | ' | ' | ' | ' | $488,700,000 | $18,000,000 | $509,800,000 |
Weighted average stated interest rate | ' | ' | ' | ' | ' | 6.59% | ' | ' | ' |
Loss on debt extinguishment | ($64,708,000) | $0 | ($64,708,000) | $0 | $64,700,000 | ' | ' | ' | ' |
Debt_Maturities_of_Mortgages_a
Debt Maturities of Mortgages and Notes Payable, Including Balloon Payments (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Total debt, net | $3,910,092 | $3,778,218 |
Remaining average maturity of outstanding debt | '5 years 1 month 6 days | ' |
Mortgages and Notes Payable | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Remainder of 2014 | 46,484 | ' |
2015 | 278,593 | ' |
2016 | 331,071 | ' |
2017 | 933,651 | ' |
2018 | 276,135 | ' |
Thereafter | 2,094,641 | ' |
Total debt, net | 3,960,575 | ' |
Mortgages and Notes Payable | Scheduled Principal | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Remainder of 2014 | 16,723 | ' |
2015 | 32,799 | ' |
2016 | 31,108 | ' |
2017 | 28,389 | ' |
2018 | 27,284 | ' |
Thereafter | 96,334 | ' |
Total debt, net | 232,637 | ' |
Mortgages and Notes Payable | Balloon Payment | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Remainder of 2014 | 29,761 | ' |
2015 | 245,794 | ' |
2016 | 299,963 | ' |
2017 | 905,262 | ' |
2018 | 248,851 | ' |
Thereafter | 1,998,307 | ' |
Total debt, net | 3,727,938 | ' |
Mortgages and Notes Payable | 2019 | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Thereafter | 452,000 | ' |
Mortgages and Notes Payable | 2020 | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Thereafter | 288,000 | ' |
Mortgages and Notes Payable | 2021 | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Thereafter | 554,800 | ' |
Mortgages and Notes Payable | 2022 | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Thereafter | 351,400 | ' |
Mortgages and Notes Payable | 2023 | ' | ' |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' |
Thereafter | $352,100 | ' |
Interest_Expense_and_Related_B
Interest Expense and Related Borrowings (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' | ' |
Amortization of deferred financing costs | $1,324,000 | $6,229,000 | $2,297,000 | $10,130,000 | ' |
Amortization of debt discount | ' | ' | -1,043,000 | 5,929,000 | ' |
Total interest expense | 55,992,000 | 39,552,000 | 110,391,000 | 75,991,000 | ' |
Deferred finance costs | 41,800,000 | ' | 41,800,000 | ' | 23,800,000 |
Revolving Credit Facilities | ' | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' | ' |
Interest expense | 1,100,000 | 271,000 | 1,820,000 | 376,000 | ' |
Mortgages and Notes Payable | ' | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' | ' |
Interest expense | 53,649,000 | 29,615,000 | 107,245,000 | 59,086,000 | ' |
Other Interest Expense | ' | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' | ' |
Interest expense | 33,000 | 469,000 | 72,000 | 470,000 | ' |
Interest Expense | ' | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' | ' |
Amortization of debt discount | ($114,000) | $2,968,000 | ($1,043,000) | $5,929,000 | ' |
Summary_of_Notional_Amount_and
Summary of Notional Amount and Fair Value of Derivative Instruments (Detail) (Designated as Hedging Instrument, Interest Rate Swap, USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Fair Value of Liability | ($1,365) | ($792) | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 1 | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | 10,924 | ' | ||
Interest Rate | 4.62% | ' | ||
Fair Value of Liability | -80 | -42 | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 2 | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | 6,746 | ' | ||
Interest Rate | 5.75% | ' | ||
Fair Value of Liability | -260 | -326 | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 3 | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | 32,400 | ' | ||
Interest Rate | 3.15% | ' | ||
Fair Value of Liability | -162 | -178 | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 4 | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | 61,758 | [1] | ' | |
Interest Rate | 5.14% | [1] | ' | |
Fair Value of Liability | -863 | [1] | -246 | [1] |
Number of interest rate derivatives held | 8 | ' | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 4 | Minimum | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | 7,600 | ' | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 4 | Maximum | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | $7,900 | ' | ||
[1] | Represents a tranche of eight individual interest rate swap agreements with notional amounts ranging from $7.6 million to $7.9 million. The swap agreements contain the same payment terms, stated interest rate, effective date, and maturity date. |
Derivative_Instruments_Amounts
Derivative Instruments Amounts Recorded in AOCL and Gain or (Loss) Reclassified Out of AOCL (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Interest Expense | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Loss Reclassified from AOCL into Operations (Effective Portion) | ($331) | ($95) | ($654) | ($188) |
General and Administrative Expense | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Loss Reclassified from AOCL into Operations (Effective Portion) | 0 | 0 | 0 | -22 |
Amount of Gain or (Loss) Recognized in Operations on Derivative (Ineffective Portion) | -3 | 54 | -3 | 54 |
Cash Flow Hedging | Interest Rate Swap | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of (Loss) or Gain Recognized in AOCL on Derivative (Effective Portion) | ($875) | $502 | ($1,277) | $470 |
Derivative_and_Hedging_Activit2
Derivative and Hedging Activities - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative instruments loss estimated to be reclassified from accumulated OCI as an increase to interest expense within 12 months | $1.20 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | 20-May-14 | 31-May-14 | 20-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | |
Secondary Offering | Secondary Offering | Over-Allotment Option | At the Market | At the Market | |||
Weighted Average | |||||||
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Issuance of common shares (in shares) | ' | ' | 26,450,000 | ' | 3,450,000 | 1,574,320 | ' |
Share price | ' | ' | ' | $10.69 | ' | ' | $10.70 |
Proceeds from issuance of common stock | ' | ' | $271,200,000 | ' | ' | $16,600,000 | ' |
Proceeds from issuance of common stock, net of offering costs | $287,704,000 | ($293,000) | ' | ' | ' | $16,300,000 | ' |
Stockholders_Equity_Dividends_1
Stockholders' Equity Dividends Declared (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Dividends Declared [Line Items] | ' | ' | ' | ' | ' | ||
Dividend per share (in USD per share) | $0.17 | $0.17 | $0.16 | $0.33 | $0.33 | ||
Dividends | ' | $61,629 | [1] | ' | ' | ' | |
Accounts payable, accrued expenses and other liabilities | ' | ' | ' | ' | ' | ||
Dividends Declared [Line Items] | ' | ' | ' | ' | ' | ||
Dividends | $66,299 | [1] | ' | ' | ' | ' | |
[1] | Excludes estimated forfeitures for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying condensed consolidated statement of operations. |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
claim | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Outstanding claims | 0 |
Total commitments | $31.30 |
Total commitments relating to future acquisitions | 28.2 |
Contingently liable amount of debt owed by tenant | $5.70 |
Financial_Assets_at_Fair_Value
Financial Assets at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair Value of financial liabilities | ($1,365) | ($792) |
Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair Value of financial liabilities | 0 | 0 |
Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair Value of financial liabilities | -1,365 | -792 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair Value of financial liabilities | $0 | $0 |
Assets_at_Fair_Value_on_Nonrec
Assets at Fair Value on Nonrecurring Basis (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | ||
Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | |||||||
Fair Value | Fair Value | Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Level 3 | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-lived assets held and used | ' | ' | ' | ' | ' | ' | $34,257 | ' | $0 | ' | $0 | ' | $34,257 | ' | ||
Lease intangible assets | ' | ' | ' | ' | ' | ' | 2,631 | 0 | 0 | 0 | 0 | 0 | 2,631 | 0 | ||
Long-lived assets held for sale | ' | ' | ' | ' | ' | ' | 23,110 | 11,198 | 0 | 0 | 0 | 0 | 23,110 | 38,030 | ||
Long-lived assets held and used, Disposition | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Lease intangible assets, Disposition | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-lived assets held for sale, Disposition | ' | ' | ' | ' | 0 | -26,832 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-lived assets held and used, Impairment Charges | ' | ' | ' | ' | -17,844 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Lease intangible assets, Impairment Charges | ' | ' | ' | ' | -3,457 | [1] | -182 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived assets held for sale, Impairment Charges | ' | ' | ' | ' | -8,033 | [1] | -7,134 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Total Impairment Charges | ($27,627) | ($1,601) | ($29,334) | ($3,704) | ($29,334) | [1] | ($7,316) | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
[1] | Impairment charges are presented for the six months ended June 30, 2014 and for the year ended December 31, 2013. |
Fair_Value_Information_for_Fin
Fair Value Information for Financial Instruments (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 20-May-14 | ||||
Carrying Value | Carrying Value | Estimated Fair Value | Estimated Fair Value | Convertible Senior Notes | Convertible Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' | ' | ||||
Loans receivable, net | $113,321,000 | $117,721,000 | $121,670,000 | $131,587,000 | ' | ' | ||||
Revolving credit facilities, net | 15,528,000 | 35,120,000 | 15,711,000 | 34,911,000 | ' | ' | ||||
Mortgages and notes payable, net | 3,202,853,000 | 3,743,098,000 | 3,279,436,000 | 3,892,621,000 | ' | ' | ||||
Convertible senior notes, net (1) | 691,711,000 | [1] | 0 | [1] | 747,066,000 | [1] | 0 | [1] | ' | ' |
Value of the embedded conversion premium, included in net debt (discount) | ' | ' | ' | ' | $55,800,000 | $56,700,000 | ||||
[1] | The carrying amount of the convertible senior notes is net of an embedded conversion premium totaling $55.8 million. |
Significant_Credit_and_Revenue1
Significant Credit and Revenue Concentration - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Number of tenants | 404 | ' | 377 |
Shopko And Pamida | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Rental revenue in percentage of total revenue | 13.80% | 28.90% | ' |
Rental revenue by combined properties operated by tenants | 13.80% | ' | 14.40% |
Net_Gains_or_Losses_from_Disco
Net Gains or Losses from Discontinued Operations (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Property | Property | Property | Property | |||||
Revenues: | ' | ' | ' | ' | ||||
Rent | $309 | $2,228 | $617 | $4,450 | ||||
Non-cash rent | 2 | -143 | -27 | -125 | ||||
Other | 33 | 7 | 2,950 | 7 | ||||
Total revenues | 344 | 2,092 | 3,540 | 4,332 | ||||
Expenses: | ' | ' | ' | ' | ||||
General and administrative | 9 | 7 | 12 | 16 | ||||
Property costs | 56 | 266 | 195 | 340 | ||||
Interest | 0 | 0 | 0 | 194 | ||||
Depreciation and amortization | 0 | 1,213 | 0 | 2,590 | ||||
Impairments | 0 | 1,786 | 0 | 3,889 | ||||
Total expenses | 65 | 3,272 | 207 | 7,029 | ||||
Gain (loss) from discontinued operations before other income | 279 | -1,180 | 3,333 | -2,697 | ||||
Other income: | ' | ' | ' | ' | ||||
Gain on debt extinguishment | 0 | 1,028 | 0 | 1,028 | ||||
Total other income | 0 | 22 | 0 | 45 | ||||
Income (loss) from discontinued operations | 0 | 1,050 | 0 | 1,073 | ||||
Gain (loss) on dispositions of assets | 279 | -130 | 3,333 | -1,624 | ||||
Total discontinued operations | 92 | -191 | 85 | -11 | ||||
Income (loss) from discontinued operations | $371 | ($321) | $3,418 | ($1,635) | ||||
Number of properties disposed of during period (a) | 3 | [1] | 4 | [1] | 5 | [1] | 10 | [1] |
Number of properties disposed of, including continuing and discontinued operations | ' | ' | 7 | ' | ||||
[1] | During the six months ended June 30, 2014, seven properties were sold, but only five of them were held for sale at December 31, 2013 and qualified for discontinued operations under ASU 2014-08. |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Supplemental Cash Flow Elements [Abstract] | ' | ' |
Distributions declared and unpaid | ($66,299) | ($26,514) |
Reduction of debt through sale of certain real estate properties | 0 | 974 |
Real estate properties acquired under 1031 exchange | 20,784 | 0 |
Embedded conversion premium of convertible notes | -56,740 | 0 |
Reduction of debt, net of assets surrendered to lender | 0 | 1,028 |
Accrued equity offering costs | -250 | 0 |
Accrued deferred financing costs | ($281) | ($9,814) |
Incentive_Award_Plan_and_Stock1
Incentive Award Plan and Stock Option Plan - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
In Millions, except Share data, unless otherwise specified | General and Administrative Expense | General and Administrative Expense | General and Administrative Expense | General and Administrative Expense | Non-vested shares of restricted stock | Non-vested shares of restricted stock | Performance Shares | Performance Shares | Performance Shares | Performance Shares | |
Directors Officers And Employees | Minimum | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized under plan (in shares) | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants in period (in shares) | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' |
Deferred compensation expense | ' | ' | ' | ' | ' | $3.80 | ' | ' | ' | ' | ' |
Outstanding non vested restricted shares (in shares) | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' |
Shares of common stock available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | 242,883 | ' | ' | ' |
Multiplier for shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 250.00% |
Stock-based compensation expense | ' | 3 | 1.8 | 5.5 | 3.6 | ' | ' | 3.3 | ' | ' | ' |
Potential grants in period based on total shareholder return (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' |
Dividend rights accrued | ' | ' | ' | ' | ' | ' | ' | 0.4 | ' | ' | ' |
Unamortized stock based compensation expense | ' | ' | ' | ' | ' | ' | ' | $17.40 | $15.60 | ' | ' |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Loss Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Basic and diluted loss: | ' | ' | ' | ' |
Loss from continuing operations | ($88,902) | ($11,348) | ($79,432) | ($18,366) |
(Loss) gain on dispositions of assets | -1,290 | 0 | 432 | 0 |
Less: income attributable to unvested restricted stock | -334 | -352 | -667 | -698 |
Loss used in basic and diluted income (loss) per share from continuing operations | -90,526 | -11,700 | -79,667 | -19,064 |
Income (loss) from discontinued operations | 371 | -321 | 3,418 | -1,635 |
Net loss attributable to common stockholders used in basic and diluted income (loss) per share | ($90,155) | ($12,021) | ($76,249) | ($20,699) |
Basic and diluted weighted average shares of common stock outstanding: | ' | ' | ' | ' |
Weighted average shares of common stock outstanding | 383,810,017 | 161,598,986 | 377,209,471 | 161,599,476 |
Less: unvested weighted average shares of restricted stock | -2,034,814 | -2,168,860 | -1,943,238 | -2,173,701 |
Weighted average number of shares outstanding used in basic and diluted loss per share | 381,775,203 | 159,430,126 | 375,266,233 | 159,425,775 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Dilutive shares (in shares) | 1,625,201 | 950,097 | 1,508,865 | 838,293 |
Unvested shares of restricted stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Dilutive shares (in shares) | 911,962 | 950,097 | 800,773 | 838,293 |
Unvested performance shares | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Dilutive shares (in shares) | 708,823 | 0 | 703,262 | 0 |
Stock options | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Dilutive shares (in shares) | 4,416 | 0 | 4,830 | 0 |