Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 03, 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-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 398,566,183 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real estate investments: | ' | ' |
Land and improvements | $2,503,857 | $2,330,510 |
Buildings and improvements | 4,447,082 | 4,188,783 |
Total real estate investments | 6,950,939 | 6,519,293 |
Less: accumulated depreciation | -723,777 | -590,067 |
Real Estate Investment Property, Net | 6,227,162 | 5,929,226 |
Loans receivable, net | 111,409 | 117,721 |
Intangible lease assets, net | 599,875 | 618,121 |
Real estate assets under direct financing leases, net | 56,654 | 58,760 |
Real estate assets held for sale, net | 54,120 | 19,611 |
Net investments | 7,049,220 | 6,743,439 |
Cash and cash equivalents | 50,130 | 66,588 |
Deferred costs and other assets, net | 156,485 | 129,597 |
Goodwill | 291,421 | 291,421 |
Total assets | 7,547,256 | 7,231,045 |
Liabilities: | ' | ' |
Revolving credit facilities | 125,436 | 35,120 |
Mortgages and notes payable, net | 3,188,547 | 3,743,098 |
Convertible senior notes, net | 693,845 | 0 |
Intangible lease liabilities, net | 219,626 | 220,114 |
Accounts payable, accrued expenses and other liabilities | 115,564 | 114,679 |
Total liabilities | 4,343,018 | 4,113,011 |
Commitments and contingencies (see Note 8) | ' | ' |
Stockholders’ equity: | ' | ' |
Common stock, $0.01 par value; 399,039,782 shares issued; 398,566,183 outstanding shares at September 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 | 4,211,235 | 3,859,823 |
Accumulated deficit | -1,005,434 | -742,915 |
Accumulated other comprehensive loss | -691 | -638 |
Treasury stock, at cost | -4,862 | -1,942 |
Total stockholders’ equity | 3,204,238 | 3,118,034 |
Total liabilities and stockholders’ equity | $7,547,256 | $7,231,045 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 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 (in shares) | 399,039,782 | 370,570,565 |
Common stock, shares outstanding (in shares) | 398,566,183 | 370,363,803 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Revenues: | ' | ' | ' | ' | ||||
Rentals | $145,591 | $131,526 | $426,212 | $271,352 | ||||
Interest income on loans receivable | 1,805 | 1,796 | 5,463 | 4,037 | ||||
Earned income from direct financing leases | 837 | 708 | 2,521 | 708 | ||||
Tenant reimbursement income | 3,308 | 2,316 | 9,548 | 2,316 | ||||
Interest income and other | 754 | 501 | 4,312 | 1,816 | ||||
Total revenues | 152,295 | 136,847 | 448,056 | 280,229 | ||||
Expenses: | ' | ' | ' | ' | ||||
General and administrative | 11,995 | 9,946 | 33,496 | 26,064 | ||||
Finance restructuring costs | -11 | 0 | 13,022 | 0 | ||||
Merger costs | 0 | 45,071 | 0 | 56,629 | ||||
Property costs | 5,357 | 5,067 | 17,215 | 6,334 | ||||
Real estate acquisition costs | 865 | 470 | 2,372 | 688 | ||||
Interest | 53,535 | 50,386 | 163,926 | 126,376 | ||||
Depreciation and amortization | 62,069 | 48,243 | 184,586 | 104,882 | ||||
Impairments (recoveries) | 12,727 | 0 | 42,061 | -185 | ||||
Total expenses | 146,537 | 159,183 | 456,678 | 320,788 | ||||
Income (loss) from continuing operations before other income (expense) and income tax expense | 5,758 | -22,336 | -8,622 | -40,559 | ||||
Other income (expense): | ' | ' | ' | ' | ||||
Gain (loss) on debt extinguishment | 212 | 0 | -64,496 | 0 | ||||
Total other income (expense) | 212 | 0 | -64,496 | 0 | ||||
Income (loss) from continuing operations before income tax expense | 5,970 | -22,336 | -73,118 | -40,559 | ||||
Income tax expense | 242 | 803 | 586 | 946 | ||||
Income (loss) from continuing operations | 5,728 | -23,139 | -73,704 | -41,505 | ||||
Discontinued operations: | ' | ' | ' | ' | ||||
Income (loss) from discontinued operations | 288 | -6 | 3,621 | -1,630 | ||||
Gain on dispositions of assets | 403 | 1,237 | 488 | 1,226 | ||||
Income (loss) from discontinued operations | 691 | 1,231 | 4,109 | -404 | ||||
Income (loss) before dispositions of assets | 6,419 | -21,908 | -69,595 | -41,909 | ||||
Gain on dispositions of assets | 1,251 | 0 | 1,683 | 0 | ||||
Net income (loss) | $7,670 | ($21,908) | ($67,912) | ($41,909) | ||||
Net income (loss) per share of common stock—basic and diluted: | ' | ' | ' | ' | ||||
Continuing operations (in USD per share) | $0.02 | ($0.07) | ($0.19) | ($0.19) | ||||
Discontinued operations (in USD per share) | $0 | $0 | $0.01 | $0 | ||||
Net income (loss) per share (in USD per share) | $0.02 | ($0.07) | ($0.18) | ($0.19) | ||||
Weighted average common shares outstanding: | ' | ' | ' | ' | ||||
Basic (in shares) | 396,807,656 | 329,527,874 | 382,525,614 | 216,749,378 | ||||
Diluted (in shares) | 397,613,583 | [1] | 329,527,874 | [1] | 382,525,614 | [1] | 216,749,378 | [1] |
Dividends declared per common share issued (in USD per share) | $0.17 | $0.16 | $0.50 | $0.49 | ||||
[1] | Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $7,670 | ($21,908) | ($67,912) | ($41,909) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Change in net unrealized gains or (losses) on cash flow hedges | 237 | -320 | -1,040 | 149 |
Net cash flow hedge losses reclassified to operations | 333 | 120 | 987 | 331 |
Total comprehensive income (loss) | $8,240 | ($22,108) | ($67,965) | ($41,429) |
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 income (loss) | -67,912 | ' | ' | ' | -67,912 | ' | ' |
Other comprehensive income | -53 | ' | ' | ' | ' | -53 | ' |
Dividends declared on common stock | -194,187 | ' | ' | ' | -194,187 | ' | ' |
Repurchase of common shares (in shares) | ' | ' | ' | ' | ' | ' | -266,837 |
Repurchase of common shares | -2,920 | ' | ' | ' | ' | ' | -2,920 |
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) | ' | 424,897 | ' | ' | ' | ' | ' |
Stock-based compensation, net | 8,508 | ' | 4 | 8,924 | -420 | ' | ' |
Ending balance at Sep. 30, 2014 | $3,204,238 | ' | $3,990 | $4,211,235 | ($1,005,434) | ($691) | ($4,862) |
Ending balance (in shares) at Sep. 30, 2014 | ' | 399,039,782 | ' | ' | ' | ' | 473,599 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ' | ' |
Net loss | ($67,912) | ($41,909) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 184,586 | 108,336 |
Impairments | 42,061 | 5,668 |
Amortization of deferred financing costs | 4,084 | 12,457 |
Amortization of interest rate hedge losses and derivative net settlements | -83 | -101 |
Amortization of debt (premiums) discounts | -821 | 5,588 |
Stock-based compensation expense | 8,503 | 6,901 |
Loss (gain) on debt extinguishment | 64,496 | -1,028 |
Debt extinguishment costs | -59,069 | 0 |
Gains on dispositions of real estate and other assets, net | -2,171 | -1,467 |
Non-cash revenue | -12,877 | -15,191 |
Other | 274 | -41 |
Changes in operating assets and liabilities: | ' | ' |
Deferred costs and other assets | -3,111 | -8,262 |
Accounts payable, accrued expenses and other liabilities | -3,248 | -1,826 |
Net cash provided by operating activities | 154,712 | 69,125 |
Investing activities | ' | ' |
Acquisitions/investments in real estate | -546,373 | -176,080 |
Collections of principal on loans receivable and real estate assets under direct financing leases | 4,641 | 13,878 |
Proceeds from dispositions of real estate and other assets | 31,993 | 135,270 |
Cash acquired in connection with merger | 0 | 9,400 |
Transfers of sale proceeds and loan principal collections (to) from restricted account | -20,240 | 7,018 |
Net cash used in investing activities | -529,979 | -10,514 |
Financing activities | ' | ' |
Borrowings under lines of credit | 515,535 | 266,705 |
Repayments under lines of credit | -425,219 | -115,197 |
Borrowings under Convertible Notes and mortgages and notes payable | 757,500 | 238,140 |
Repayments under mortgages and notes payable | -562,104 | -33,339 |
Deferred financing costs | -20,011 | -20,041 |
Proceeds from issuance of common stock, net of offering costs | 287,454 | -518 |
Proceeds from exercise of stock options | 183 | 0 |
Offering costs paid on equity component of convertible debt | -1,609 | 0 |
Purchase of treasury stock | -2,920 | -1,942 |
Consent fees paid to lenders | 0 | -5,449 |
Dividends paid to stockholders | -189,510 | -85,897 |
Transfers to escrow deposits with lenders | -490 | -8,155 |
Net cash provided by (used in) financing activities | 358,809 | -89,804 |
Net decrease in cash and cash equivalents | -16,458 | -31,193 |
Cash and cash equivalents, beginning of period | 66,588 | 73,568 |
Cash and cash equivalents, end of period | 50,130 | 42,375 |
Cole II | ' | ' |
Financing activities | ' | ' |
Repayments under lines of credit | $0 | ($324,111) |
Organization
Organization | 9 Months Ended |
Sep. 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 predominately 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 between parties dated January 22, 2013 ("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 only limited partners and together own the remaining 99.0% of the Operating Partnership. | |
As of September 30, 2014, our undepreciated gross investment in real estate and loans totaled approximately $7.71 billion, representing investments in 2,408 properties, including properties securing our mortgage loans. Of this amount, 98.6% consisted of our gross investment in real estate, representing ownership of 2,263 properties, and the remaining 1.4% 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 registered offering of 26,450,000 shares of the Company’s common stock, 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 included 3,450,000 shares sold to the underwriters pursuant to their 30-day option to purchase additional shares, which was exercised in full on May 16, 2014. | |
Concurrent with the Common Stock Offering, on May 20, 2014, the Company registered 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 Convertible Notes, 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 paid by the Company. 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 (defined below), repay all amounts drawn against the Credit Facility as of May 20, 2014 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 indirectly-owned special purpose, bankruptcy remote subsidiaries of the Company, for new notes under an amended trust indenture and property management agreement (the “New Master Funding Notes” or "Master Funding 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 Master Funding Notes and $18.0 million of the Old Notes not tendered were redeemed. | |
The New Master Funding Notes will maintain generally similiar structural terms as the Old Notes. The New Master Funding 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 Master Funding Notes are not insured by third party financial guaranty insurance as the Old Notes were, and the associated insurance premium was eliminated. The New Master Funding Notes are secured by substantially all of the assets owned by the issuer 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 collateral had an aggregate gross book value of approximately $917.7 million. 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 of its common stock 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, 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 second quarter of 2014, the Company sold 1,574,320 shares under the program, raising net proceeds of approximately $16.3 million. No shares were sold under the ATM Program during the third quarter of 2014. | |
Acquisitions and dispositions | |
During the nine months ended September 30, 2014, the Company purchased 241 properties, representing an aggregate gross investment in real estate properties of $572.2 million, which includes $2.4 million in revenue producing follow on investments in existing properties. During the same period, the Company sold 19 properties for $44.9 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 | 9 Months Ended | |||||||
Sep. 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 September 30, 2014 and December 31, 2013, assets totaling $5.5 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 (see Note 11). | ||||||||
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 and other tenant 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 receivable will be made. The Company provided for reserves for uncollectible amounts totaling $9.0 million and $7.9 million at September 30, 2014 and December 31, 2013, respectively, against accounts receivable balances of $20.1 million and $17.6 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 $11.3 million and $9.6 million at September 30, 2014 and December 31, 2013, respectively, against deferred rental revenue receivables of $45.9 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 September 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 September 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 September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Collateral deposits (1) | $ | 21,597 | $ | 21,816 | ||||
Tenant improvements, repairs, and leasing commissions (2) | 13,176 | 10,297 | ||||||
Master trust release / title company escrow (3) | 21,350 | 21,893 | ||||||
Loan impounds (4) | 1,114 | 2,018 | ||||||
Other (5) | 1,400 | 2,667 | ||||||
$ | 58,637 | $ | 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. Included in this total is $8.2 million of lender controlled restricted cash held on the four defaulted CMBS loans (see Note 5). | ||||||||
(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. Included in this total is $5.3 million in restricted cash held on the four defaulted CMBS loans (see Note 5). | ||||||||
(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 operating expenses. | ||||||||
(5) Funds held in lender controlled accounts released within the following month after debt service requirements are met. Included in this total is $0.2 million in restricted cash held on the four defaulted CMBS loans (see Note 5). | ||||||||
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 ASU 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. | ||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This standard requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015. The Company does not anticipate this standard will have a material impact on its financial statements upon adoption. |
Investments
Investments | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | |||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
Real Estate Investments | ||||||||||||||||
At September 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 $7.71 billion and $7.24 billion, respectively. These investments are comprised of 2,408 and 2,186, respectively, owned or financed properties that are geographically dispersed throughout 49 states. Only one state, Texas, with a 12.9% investment, accounted for more than 10% of the total dollar amount of the Company’s investment portfolio. At September 30, 2014 and December 31, 2013, respectively, the Company’s gross investment portfolio was comprised of 2,263 and 2,041 owned properties. The Company also held mortgage loans receivable secured by 145 properties with aggregate carrying amounts of $111.0 million and $117.3 million as of September 30, 2014 and December 31, 2013, respectively. Other unsecured loans receivable with aggregate carrying amounts of $0.4 million were also held as of September 30, 2014 and December 31, 2013. | ||||||||||||||||
During the nine months ended September 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 | 241 | 573,050 | ||||||||||||||
Dispositions of real estate(2) (Note 11) | (19 | ) | (46,744 | ) | ||||||||||||
Principal payments and payoffs | — | (4,416 | ) | |||||||||||||
Impairments | — | (41,539 | ) | |||||||||||||
Write off of gross lease intangibles | — | (8,472 | ) | |||||||||||||
Loan premium amortization and other | — | (2,121 | ) | |||||||||||||
Balance, September 30, 2014 | 2,408 | $ | 7,705,490 | |||||||||||||
(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 $6.7 million for the nine months ended September 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 September 30, 2014, 40 of the Company’s properties were vacant, not subject to a lease and in the Company’s possession; seven 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 September 30, 2014 (in thousands): | ||||||||||||||||
Scheduled Future Rental Payments | September 30, | |||||||||||||||
2014 | ||||||||||||||||
Remainder of 2014 | $ | 143,982 | ||||||||||||||
2015 | 570,225 | |||||||||||||||
2016 | 553,461 | |||||||||||||||
2017 | 538,290 | |||||||||||||||
2018 | 523,022 | |||||||||||||||
Thereafter | 3,820,618 | |||||||||||||||
Total future minimum rentals | $ | 6,149,598 | ||||||||||||||
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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Mortgage - principal | $ | 97,935 | $ | 102,315 | ||||||||||||
Mortgage - premium | 13,081 | 14,976 | ||||||||||||||
Mortgages, net | 111,016 | 117,291 | ||||||||||||||
Other notes - principal | 393 | 430 | ||||||||||||||
Total loans receivable, net | $ | 111,409 | $ | 117,721 | ||||||||||||
Real Estate Assets Under Direct Financing Leases | ||||||||||||||||
The components of investment assets held under direct financing leases as of September 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Minimum lease payments receivable | $ | 16,809 | $ | 19,555 | ||||||||||||
Estimated residual value of leased assets | 55,858 | 57,739 | ||||||||||||||
Unearned income | (16,013 | ) | (18,534 | ) | ||||||||||||
Total | $ | 56,654 | $ | 58,760 | ||||||||||||
Real Estate Assets Held for Sale | ||||||||||||||||
The following table shows the activity in real estate assets held for sale for the nine months ended September 30, 2014: | ||||||||||||||||
Number of | Carrying | |||||||||||||||
Properties | Value | |||||||||||||||
(In Thousands) | ||||||||||||||||
Balance, December 31, 2013 | 11 | $ | 19,611 | |||||||||||||
Transfers from real estate investments | 19 | 59,372 | ||||||||||||||
Sales (Note 11) | (10 | ) | (24,863 | ) | ||||||||||||
Balance, September 30, 2014 (a) | 20 | $ | 54,120 | |||||||||||||
(a) Includes 15 properties with a net carrying amount of $44.6 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Assets | ||||||||||||||||
Land and improvements | $ | 5,557 | $ | 10,003 | ||||||||||||
Buildings and improvements | 6,009 | 14,178 | ||||||||||||||
Total real estate investments | 11,566 | 24,181 | ||||||||||||||
Less: Accumulated depreciation | (2,167 | ) | (4,819 | ) | ||||||||||||
Intangible lease assets, net | 460 | 697 | ||||||||||||||
Other | 86 | — | ||||||||||||||
Total assets | $ | 9,945 | $ | 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 nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Real estate and intangible asset impairment | $ | 10,783 | $ | 1,963 | $ | 37,030 | $ | 5,547 | ||||||||
Write-off of lease intangibles due to lease terminations | 1,910 | — | 4,509 | 488 | ||||||||||||
Loans receivable recovery | — | — | — | (367 | ) | |||||||||||
Other impairment | 34 | — | 522 | — | ||||||||||||
Total impairment loss continuing and discontinued operations | $ | 12,727 | $ | 1,963 | $ | 42,061 | $ | 5,668 | ||||||||
Lease_Intangibles_net
Lease Intangibles, net | 9 Months Ended | |||||||
Sep. 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
In-place leases | $ | 675,926 | $ | 663,027 | ||||
Above-market leases | 100,112 | 95,118 | ||||||
Less: accumulated amortization | (176,163 | ) | (140,024 | ) | ||||
Intangible lease assets, net | $ | 599,875 | $ | 618,121 | ||||
Below-market leases | $ | 254,034 | $ | 243,237 | ||||
Less: accumulated amortization | (34,408 | ) | (23,123 | ) | ||||
Intangible lease liabilities, net | $ | 219,626 | $ | 220,114 | ||||
The amounts amortized as a net increase to rental revenue for capitalized above- and below-market leases was $4.6 million and $1.4 million for the nine months ended September 30, 2014 and 2013 and $1.6 million and $0.7 million for the three months ended September 30, 2014 and 2013, respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $40.0 million and $19.8 million for the nine months ended September 30, 2014 and 2013 and $13.1 million and $10.9 million for the three months ended September 30, 2014 and 2013, respectively. The increase in above- and below-market lease and lease-in-place amortization was primarily attributable to the properties acquired in connection with the Merger. |
Debt
Debt | 9 Months Ended | |||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||
Debt | ' | |||||||||||||||||||||||||||||
Debt | ||||||||||||||||||||||||||||||
The Company's debt is summarized below: | ||||||||||||||||||||||||||||||
Weighted Average Stated Interest Rate (2) | Weighted Average Maturity (4) | September 30, | December 31, | |||||||||||||||||||||||||||
Weighted Average Effective | 2014 | 2013 | ||||||||||||||||||||||||||||
Interest Rates (1) | ||||||||||||||||||||||||||||||
(in Years) | (In Thousands) | |||||||||||||||||||||||||||||
Revolving credit facilities | NM | 2.81 | % | 1.7 | $ | 125,436 | $ | 35,120 | ||||||||||||||||||||||
Master Trust Notes | 5.81 | % | 5.35 | % | 6.8 | 1,204,787 | 1,241,437 | |||||||||||||||||||||||
CMBS - fixed-rate | 5.34 | % | 5.84 | % | 3.1 | 1,868,518 | 2,387,532 | |||||||||||||||||||||||
CMBS - variable-rate (3) | 3.5 | % | 3.28 | % | 2.4 | 110,771 | 111,018 | |||||||||||||||||||||||
Unsecured fixed rate promissory note | 9.12 | % | 7 | % | 7.3 | 1,340 | 1,442 | |||||||||||||||||||||||
Convertible Notes | 4.8 | % | 3.28 | % | 5.5 | 747,500 | — | |||||||||||||||||||||||
Total debt before net debt (discount) or premium | 5.4 | % | 5.06 | % | 4.7 | 4,058,352 | 3,776,549 | |||||||||||||||||||||||
Unamortized net debt (discount) or premium | (50,524 | ) | 1,669 | |||||||||||||||||||||||||||
Total debt, net | $ | 4,007,828 | $ | 3,778,218 | ||||||||||||||||||||||||||
(1) The effective interest rates include amortization of debt discount/premium and amortization of deferred financing costs calculated for the three months ended September 30, 2014. | ||||||||||||||||||||||||||||||
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2014. | ||||||||||||||||||||||||||||||
(3) Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). | ||||||||||||||||||||||||||||||
(4) Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2014. | ||||||||||||||||||||||||||||||
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 Company's previous $100.0 million secured revolving credit facility. The Operating Partnership may obtain loans and/or extensions of credit in an aggregate amount not to exceed $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 Facility) 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 $0.4 million and $0.9 million for the three and nine months ended September 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 September 30, 2014, $2.7 million of the $4.5 million is included in deferred costs and other assets, net on the accompanying condensed consolidated balance sheet. The interest rate, excluding the impact of non-cash amortization of deferred financing costs and non-utilization fee of the Credit Facility, was 2.65% for the three months ended September 30, 2014. As of September 30, 2014, there was $110.0 million outstanding on the Credit Facility and $290.0 million of borrowing capacity available. | ||||||||||||||||||||||||||||||
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 September 30, 2014, the Operating Partnership was in compliance with these financial covenants. | ||||||||||||||||||||||||||||||
Line of Credit - As of September 30, 2014, a special purpose entity indirectly 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 or (ii) the floor rate, which was amended and reduced during the third quarter 2014, equal to 3.50%. 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 September 30, 2014, $15.4 million was outstanding on the Line of Credit under three separate advances, secured by 3 properties, at a weighted average stated rate of 3.9% and an effective interest rate for the three months ended September 30, 2014 of 4.20%. Each advance under the Line of Credit is secured by those assets specified as collateral for such advance. 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 September 30, 2014, the Company and if applicable the 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 the Old 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. The terms of the New Master Funding Notes remain generally similar to the Old Notes including the interest rate and anticipated final repayment dates; however, the Master Funding 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 Master Funding Notes are not insured by third party financial guaranty insurance as were the Old Notes and the Company no longer pays the associated insurance premium. The revisions to the Spirit Master Funding Program, in connection with the issuance of the Master Funding Notes, also generally provide the Company more administrative flexibility as property manager and special servicer. The Master Funding Notes are cross collateralized by the assets of the issuers and are non-recourse. | ||||||||||||||||||||||||||||||
As of September 30, 2014, the Master Funding Notes had an outstanding principal balance of $877.8 million and were secured by 714 properties, including 82 properties securing mortgage loans. The Master Funding Notes have a weighted average stated interest rate of 5.58% and weighted average maturity of 6.6 years as of September 30, 2014. | ||||||||||||||||||||||||||||||
In December 2013, Spirit Master Funding VII, LLC ("SMF VII") issued $330.0 million net-lease mortgage notes under a new Spirit Master Funding securitization trust, with substantially similar terms to the existing Spirit Master Funding trust. 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 two series of notes are cross collateralized and are collectively referred to as the "SMF Notes" and together with the Master Funding Notes, the "Master Trust Notes". The SMF Notes are secured by all of the assets of SMF VII and are non-recourse. As of September 30, 2014, the SMF Notes had an outstanding balance of $327.0 million and were secured by 316 properties, including 77 properties securing mortgage loans. The SMF Notes carried an investment grade rating at issuance and have a weighted average stated interest rate of 4.74% and a weighted average maturity of 7.3 years as of September 30, 2014. | ||||||||||||||||||||||||||||||
CMBS | ||||||||||||||||||||||||||||||
As of September 30, 2014, indirectly owned subsidiaries of the Company were borrowers under 232 fixed and 26 variable rate non-recourse loans that had been securitized into commercial mortgage backed securities ("CMBS") that are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of September 30, 2014 for the fixed rate notes ranged from 3.90% to 10.88% with a weighted average stated rate of 5.84%. The variable rate notes ranged from 2.66% to 3.66% with a weighted average stated rate of 3.28%. As of September 30, 2014, the fixed and variable rate loans have balances outstanding of $1.9 billion and $110.8 million, respectively, and are secured by 735 and 123 properties, respectively. | ||||||||||||||||||||||||||||||
During the quarter ended September 30, 2014, the servicer of one such CMBS loan notified the Company that conditions exist under covenants contained in the loan agreement that permit the servicer to retain rents in excess of debt service requirements (“Excess Cash”) as additional deposited collateral beginning as of September 30, 2013. As of September 30, 2014, the Excess Cash amount is approximately $0.6 million per month. In the event the servicer requires the return of previously distributed Excess Cash, such funds would be classified as additional collateral deposits in restricted cash in the accompanying condensed consolidated balance sheet. | ||||||||||||||||||||||||||||||
As of September 30, 2014, certain borrowers were in default under the loan agreements relating to four separate CMBS loans where the collateral securing the respective loans was no longer generating sufficient revenue to pay the required debt service. Each defaulted borrower is a special purpose entity and the sole owner of the collateral securing the loan obligations. As of September 30, 2014, the aggregate principal balance under the defaulted CMBS loans was $74.0 million, which includes $1.0 million of interest capitalized to principal and $0.2 million of interest payable reflected in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated balance sheet. The following table provides key elements of the defaulted mortgage loans (dollars in thousands): | ||||||||||||||||||||||||||||||
Industry | Properties | Net Book Value | Monthly Base Rent | Outstanding Principal | Restricted Cash (4) | Stated Rate | Default Rate | Accrued Interest | ||||||||||||||||||||||
Drug Stores / Pharmacies | 1 | $ | 1,040 | $ | — | $ | 1,227 | $ | 78 | 5.67 | % | 9.67 | % | $ | 30 | (1) | ||||||||||||||
Home Furnishings | 1 | 3,331 | 36 | 16,732 | 3,537 | 6.88 | % | 10.88 | % | 807 | (1) | |||||||||||||||||||
Sporting Goods | 1 | 3,397 | — | 4,067 | 609 | 5.52 | % | 9.52 | % | 161 | (1) | |||||||||||||||||||
Manufacturing | 9 | 39,595 | 83 | 51,963 | 9,497 | 5.85 | % | 9.85 | % | 219 | (2) | |||||||||||||||||||
12 | $ | 47,363 | $ | 119 | $ | 73,989 | $ | 13,721 | 6.06 | % | (3) | 10.06 | % | (3) | $ | 1,217 | ||||||||||||||
(1) Interest capitalized to principal | ||||||||||||||||||||||||||||||
(2) Interest in accounts payable, accrued expenses and other liabilities | ||||||||||||||||||||||||||||||
(3) Weighted average interest rate | ||||||||||||||||||||||||||||||
(4) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance | ||||||||||||||||||||||||||||||
Convertible Senior Notes | ||||||||||||||||||||||||||||||
On May 20, 2014, the Company completed registered 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 Convertible 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 Convertible 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 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 outstanding principal balance of the Convertible Notes on the accompanying condensed consolidated balance sheets. 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 the term of each of the 2019 Notes and 2021 Notes. As of September 30, 2014, the unamortized discount was $53.7 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 registered Convertible Notes Offering and Common Stock Offerings in May 2014, were partially used to retire senior mortgage notes payable with an aggregate principal balance of $509.8 million, redeem $18.0 million of Old Notes that were not tendered in the Exchange Offer, and repay all amounts then 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. During the third quarter of 2014, the Company recognized a $0.2 million gain on debt extinguishment resulting from a property sale, which was encumbered by CMBS debt assumed by the buyer. As a result of these transactions, the Company recognized a loss on extinguishment of debt of approximately $64.5 million during the nine months ended September 30, 2014. | ||||||||||||||||||||||||||||||
Debt Maturities | ||||||||||||||||||||||||||||||
As of September 30, 2014, scheduled debt maturities of the Company’s revolving credit facilities, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): | ||||||||||||||||||||||||||||||
Scheduled | Balloon | Total | ||||||||||||||||||||||||||||
Principal | Payment | |||||||||||||||||||||||||||||
Remainder of 2014 (1) | $ | 8,202 | $ | 103,750 | $ | 111,952 | ||||||||||||||||||||||||
2015 | 31,783 | 245,782 | 277,565 | |||||||||||||||||||||||||||
2016 | 30,011 | 409,939 | 439,950 | |||||||||||||||||||||||||||
2017 | 28,331 | 829,778 | 858,109 | |||||||||||||||||||||||||||
2018 | 27,284 | 248,851 | 276,135 | |||||||||||||||||||||||||||
Thereafter | 96,334 | 1,998,307 | 2,094,641 | |||||||||||||||||||||||||||
Total | $ | 221,945 | $ | 3,836,407 | $ | 4,058,352 | ||||||||||||||||||||||||
(1) The balloon payment balance in 2014 includes $74.0 million for the acceleration of principal payable following an event of default under four separate CMBS loans. | ||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||
The following table summarizes interest expense on the related borrowings (in thousands): | ||||||||||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
Interest expense – revolving credit facilities | $ | 538 | $ | 1,196 | $ | 2,358 | $ | 1,572 | ||||||||||||||||||||||
Interest expense – mortgages and notes payable | 44,858 | 47,196 | 149,231 | 106,284 | ||||||||||||||||||||||||||
Interest expense – Convertible Notes | 6,098 | — | 8,970 | — | ||||||||||||||||||||||||||
Interest expense – other | 32 | 8 | 104 | 475 | ||||||||||||||||||||||||||
Amortization of deferred financing costs | 1,787 | 2,327 | 4,084 | 12,457 | ||||||||||||||||||||||||||
Amortization of debt (premium)/discount | 222 | (341 | ) | (821 | ) | 5,588 | ||||||||||||||||||||||||
Total interest expense | $ | 53,535 | $ | 50,386 | $ | 163,926 | $ | 126,376 | ||||||||||||||||||||||
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 deferred financing costs totaled $39.7 million and $23.8 million at September 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 | 9 Months Ended | |||||||||||||||||||||
Sep. 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 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 (dollars in thousands): | ||||||||||||||||||||||
Fair Value of Liability | ||||||||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance Sheet Location | Notional | Interest | Effective | Maturity | September 30, | December 31, | |||||||||||||||
Amount | Rate | Date | Date | 2014 | 2013 | |||||||||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 10,879 | 4.62 | % | 6/28/12 | 7/6/17 | $ | (23 | ) | $ | (42 | ) | |||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 6,708 | 5.75 | % | 7/17/13 | 3/1/16 | (215 | ) | (326 | ) | |||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 32,400 | 3.15 | % | 7/17/13 | 9/5/15 | (125 | ) | (178 | ) | |||||||||||
Interest Rate Swaps(a) | Accounts payable, accrued expenses and other liabilities | $ | 61,758 | 5.14 | % | 1/2/14 | 12/13/18 | (399 | ) | (246 | ) | |||||||||||
$ | (762 | ) | $ | (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 nine months ended September 30, 2014 and 2013, respectively (in thousands): | ||||||||||||||||||||||
Amount of Gain or (Loss) Recognized | ||||||||||||||||||||||
in AOCL on Derivative | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest rate swaps | $ | 237 | $ | (320 | ) | $ | (1,040 | ) | $ | 149 | ||||||||||||
Amount of Loss Reclassified from | ||||||||||||||||||||||
AOCL into Operations | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||
Location of Loss Reclassified from AOCL into Operations | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest expense | $ | (333 | ) | $ | (120 | ) | $ | (987 | ) | $ | (309 | ) | ||||||||||
General and administrative expense | — | — | — | (22 | ) | |||||||||||||||||
Amount of Gain or (Loss) Recognized in | ||||||||||||||||||||||
Operations on Derivative | ||||||||||||||||||||||
(Ineffective Portion) | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||
Location of Gain or (Loss) Recognized in Operations on Derivatives | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
General and administrative expense | $ | 5 | $ | (22 | ) | $ | 2 | $ | 32 | |||||||||||||
Approximately $1.1 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 September 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 | 9 Months Ended | ||||||||||||
Sep. 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 option to purchase additional shares. After underwriting discounts and other offering costs paid by the Company, net proceeds totaled $271.2 million. | |||||||||||||
During the second quarter of 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. No shares were sold under the ATM progam during the third quarter of 2014. | |||||||||||||
Treasury Shares | |||||||||||||
During the third quarter of 2014, portions of awards of restricted common stock granted to certain of the Company's officers and other employees vested. The vesting of these shares resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the incentive award plan (see Note 13), certain executive officers and employees elected to surrender 0.3 million shares valued at $2.9 million to pay some or all of the associated minimum statutory tax withholdings. The surrendered shares are held as treasury stock and included in stockholders' equity. | |||||||||||||
Dividends Declared | |||||||||||||
For the nine months ended September 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 | |||||||
September 16, 2014 | $ | 0.16625 | September 30, 2014 | $ | 66,259 | October 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 statements of operations. | |||||||||||||
The dividend declared on September 16, 2014 was paid on October 15, 2014 and is included in accounts payable, accrued expenses and other liabilities as of September 30, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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 September 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 September 30, 2014, the Company had commitments totaling $95.8 million, of which $93.4 million relates to future acquisitions and the remainder to fund improvements on properties the Company currently owns. The Company expects $94.4 million of these commitments will 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 | 9 Months Ended | |||||||||||||||||||||||
Sep. 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Fair Value Hierarchy Level | ||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||
Interest rate swaps financial liabilities | $ | (762 | ) | $ | — | $ | (762 | ) | $ | — | ||||||||||||||
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 September 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) | ||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||||||
Long-lived assets held and used | $ | 38,270 | $ | — | $ | — | $ | — | $ | 38,270 | $ | (21,474 | ) | |||||||||||
Lease intangible assets | 720 | — | — | — | 720 | (5,546 | ) | |||||||||||||||||
Long-lived assets held for sale | 31,018 | (9,264 | ) | — | — | 40,282 | (15,041 | ) | ||||||||||||||||
$ | (42,061 | ) | ||||||||||||||||||||||
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 nine months ended September 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 September 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, fixed-rate mortgages and notes payable and Convertible Notes 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. These financial instruments were measured using a market approach from nationally recognized financial institutions with market observable inputs such as interest rates and credit analytics, which are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands): | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||||||||||
Loans receivable, net | $ | 111,409 | $ | 118,044 | $ | 117,721 | $ | 131,587 | ||||||||||||||||
Revolving credit facilities | 125,436 | 125,334 | 35,120 | 34,911 | ||||||||||||||||||||
Mortgages and notes payable, net | 3,188,547 | 3,359,620 | 3,743,098 | 3,892,621 | ||||||||||||||||||||
Convertible Notes, net (1) | 693,845 | 728,013 | — | — | ||||||||||||||||||||
(1) The carrying amount of the Convertible Notes is net of an embedded conversion premium totaling $53.7 million. |
Significant_Credit_and_Revenue
Significant Credit and Revenue Concentration | 9 Months Ended |
Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Significant Credit and Revenue Concentration | ' |
Significant Credit and Revenue Concentration | |
As of September 30, 2014 and December 31, 2013, the Company’s real estate investments are leased to 421 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 is the Company’s largest tenant as a percentage of total revenue. Total revenues from Shopko for the three months ended September 30, 2014 and 2013, contributed 14.3% and 14.4% 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 September 30, 2014 and December 31, 2013, the properties that are operated by Shopko represent approximately 13.5% and 14.4%, respectively, of the Company’s total investment portfolio. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||||||||||
Sep. 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 nine months ended September 30, 2014 and 2013, are summarized below (dollars in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Rent | $ | 300 | $ | 2,811 | $ | 917 | $ | 7,261 | ||||||||
Non-cash rent | 27 | 141 | — | 16 | ||||||||||||
Other | 3 | 306 | 2,953 | 313 | ||||||||||||
Total revenues | 330 | 3,258 | 3,870 | 7,590 | ||||||||||||
Expenses: | ||||||||||||||||
General and administrative | 1 | (11 | ) | 13 | 5 | |||||||||||
Property costs | 41 | 424 | 236 | 763 | ||||||||||||
Interest | — | 47 | — | 241 | ||||||||||||
Depreciation and amortization | — | 864 | — | 3,454 | ||||||||||||
Impairments | — | 1,963 | — | 5,853 | ||||||||||||
Total expenses | 42 | 3,287 | 249 | 10,316 | ||||||||||||
Gain (loss) from discontinued operations before other income | 288 | (29 | ) | 3,621 | (2,726 | ) | ||||||||||
Other income: | ||||||||||||||||
Gain on debt extinguishment | — | — | — | 1,028 | ||||||||||||
Other | — | 23 | — | 68 | ||||||||||||
Total other income | — | 23 | — | 1,096 | ||||||||||||
Income (loss) from discontinued operations | 288 | (6 | ) | 3,621 | (1,630 | ) | ||||||||||
Gain on dispositions of assets | 403 | 1,237 | 488 | 1,226 | ||||||||||||
Total discontinued operations | $ | 691 | $ | 1,231 | $ | 4,109 | $ | (404 | ) | |||||||
Number of properties disposed of during period (a) | 1 | 7 | 6 | 17 | ||||||||||||
(a) During the nine months ended September 30, 2014, 19 properties were sold, but only six of them were held for sale at December 31, 2013 and not subject to early adoption of ASU 2014-08 and are recorded as discontinued operations. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Supplemental Cash Flow Information | ' | |||||||
Supplemental Cash Flow Information | ||||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | (in thousands) | |||||||
Distributions declared and unpaid | $ | (66,259 | ) | $ | (50,194 | ) | ||
Real estate properties acquired under 1031 exchange | 26,677 | — | ||||||
Real estate properties sold under 1031 exchange | (5,893 | ) | — | |||||
Gross equity component of Convertible Notes | (56,740 | ) | — | |||||
Net assets acquired in Merger in exchange for common stock | — | 1,735,682 | ||||||
Common stock registered in exchange for net assets acquired | — | (2,025,736 | ) | |||||
Reduction of debt included in consideration on sale of certain real estate properties | 5,001 | 149,156 | ||||||
Reduction of debt, net of assets surrendered to lender | — | 1,069 | ||||||
Accrued interest capitalized to principal (1) | 997 | — | ||||||
Accrued performance share dividend rights | (420 | ) | (73 | ) | ||||
Accrued deferred financing costs | — | (1,057 | ) | |||||
(1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Incentive_Award_Plan_and_Stock
Incentive Award Plan and Stock Option Plan | 9 Months Ended |
Sep. 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 September 30, 2014, 2.5 million shares remained available for award under the Plan. | |
Restricted Shares of Common Stock | |
During the nine months ended September 30, 2014, the Company granted 0.4 million shares under the Plan to certain named executive officers and employees. The Company recorded $4.0 million in deferred compensation associated with these grants. As of September 30, 2014, there were approximately 1.3 million non-vested restricted shares outstanding. | |
Performance Share Awards | |
During the nine months ended September 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, final shares issued under each performance share award entitle 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 as if they had been issued and outstanding on those dates. 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 September 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 1.5 million shares, in the aggregate. In addition, approximately $0.6 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 nine months ended September 30, 2014, the Company recognized $3.0 million and $8.5 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 nine months ended September 30, 2013, the Company recognized $2.8 million and $6.9 million, respectively, in stock-based compensation expense. | |
As of September 30, 2014 and December 31, 2013, the remaining unamortized stock-based compensation expense, including amounts relating to the performance awards, totaled $14.7 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. |
Income_Per_Share
Income Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Income Per Share | ' | |||||||||||||||
Income Per Share | ||||||||||||||||
Income per share has been computed using the two-class method. Income 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 income from continuing operations and net income attributable to common stockholders in the computation of income per share for each. The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted income per share (dollars in thousands): | ||||||||||||||||
Three Months | Nine Months Ended | |||||||||||||||
Ended September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic and diluted income (loss): | ||||||||||||||||
Income (loss) from continuing operations | $ | 5,728 | $ | (23,139 | ) | $ | (73,704 | ) | $ | (41,505 | ) | |||||
Gain on dispositions of assets | 1,251 | — | 1,683 | — | ||||||||||||
Less: income attributable to unvested restricted stock | (215 | ) | (303 | ) | (882 | ) | (1,001 | ) | ||||||||
Income (loss) used in basic and diluted income (loss) per share from continuing operations | 6,764 | (23,442 | ) | (72,903 | ) | (42,506 | ) | |||||||||
Income (loss) from discontinued operations | 691 | 1,231 | 4,109 | (404 | ) | |||||||||||
Net income (loss) attributable to common stockholders used in basic and diluted income (loss) per share | $ | 7,455 | $ | (22,211 | ) | $ | (68,794 | ) | $ | (42,910 | ) | |||||
Basic and diluted weighted average shares of common stock outstanding: | ||||||||||||||||
Weighted average shares of common stock outstanding | 398,799,661 | 331,946,412 | 384,485,286 | 219,005,588 | ||||||||||||
Less: unvested weighted average shares of restricted stock | (1,992,005 | ) | (2,418,538 | ) | (1,959,672 | ) | (2,256,210 | ) | ||||||||
Weighted average number of shares outstanding used in basic income (loss) per share | 396,807,656 | 329,527,874 | 382,525,614 | 216,749,378 | ||||||||||||
Dilutive weighted average shares of common stock (a) | ||||||||||||||||
Unvested performance shares | 800,717 | — | — | — | ||||||||||||
Stock options | 5,210 | — | — | — | ||||||||||||
Weighted average number of shares of common stock used in dilutive income (loss) per share | 397,613,583 | 329,527,874 | 382,525,614 | 216,749,378 | ||||||||||||
Potentially dilutive shares of common stock | ||||||||||||||||
Unvested shares of restricted stock | 761,523 | 607,505 | 787,546 | 761,617 | ||||||||||||
Unvested performance shares | — | 94,711 | 736,104 | 31,917 | ||||||||||||
Stock options | — | — | 5,033 | — | ||||||||||||
Total | 761,523 | 702,216 | 1,528,683 | 793,534 | ||||||||||||
(a) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. | ||||||||||||||||
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 does not apply 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) | 9 Months Ended |
Sep. 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 (see Note 11). | |
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 and other tenant 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 receivable will be made. The Company provided for reserves for uncollectible amounts totaling $9.0 million and $7.9 million at September 30, 2014 and December 31, 2013, respectively, against accounts receivable balances of $20.1 million and $17.6 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 $11.3 million and $9.6 million at September 30, 2014 and December 31, 2013, respectively, against deferred rental revenue receivables of $45.9 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 September 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 September 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 September 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 ASU 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. | |
In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This standard requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015. The Company does not anticipate this standard will have a material impact on its financial statements upon adoption. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||
Sep. 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 September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Collateral deposits (1) | $ | 21,597 | $ | 21,816 | ||||
Tenant improvements, repairs, and leasing commissions (2) | 13,176 | 10,297 | ||||||
Master trust release / title company escrow (3) | 21,350 | 21,893 | ||||||
Loan impounds (4) | 1,114 | 2,018 | ||||||
Other (5) | 1,400 | 2,667 | ||||||
$ | 58,637 | $ | 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. Included in this total is $8.2 million of lender controlled restricted cash held on the four defaulted CMBS loans (see Note 5). | ||||||||
(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. Included in this total is $5.3 million in restricted cash held on the four defaulted CMBS loans (see Note 5). | ||||||||
(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 operating expenses. | ||||||||
(5) Funds held in lender controlled accounts released within the following month after debt service requirements are met. Included in this total is $0.2 million in restricted cash held on the four defaulted CMBS loans (see Note 5). |
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | |||||||||||||||
Gross Real Estate and Loan Activity | ' | |||||||||||||||
During the nine months ended September 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 | 241 | 573,050 | ||||||||||||||
Dispositions of real estate(2) (Note 11) | (19 | ) | (46,744 | ) | ||||||||||||
Principal payments and payoffs | — | (4,416 | ) | |||||||||||||
Impairments | — | (41,539 | ) | |||||||||||||
Write off of gross lease intangibles | — | (8,472 | ) | |||||||||||||
Loan premium amortization and other | — | (2,121 | ) | |||||||||||||
Balance, September 30, 2014 | 2,408 | $ | 7,705,490 | |||||||||||||
(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 $6.7 million for the nine months ended September 30, 2014. | ||||||||||||||||
Schedule of Future Rental Payments | ' | |||||||||||||||
Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of operating leases at September 30, 2014 (in thousands): | ||||||||||||||||
Scheduled Future Rental Payments | September 30, | |||||||||||||||
2014 | ||||||||||||||||
Remainder of 2014 | $ | 143,982 | ||||||||||||||
2015 | 570,225 | |||||||||||||||
2016 | 553,461 | |||||||||||||||
2017 | 538,290 | |||||||||||||||
2018 | 523,022 | |||||||||||||||
Thereafter | 3,820,618 | |||||||||||||||
Total future minimum rentals | $ | 6,149,598 | ||||||||||||||
Schedule of Loans Receivable | ' | |||||||||||||||
The following table details loans receivable, net of premium, as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Mortgage - principal | $ | 97,935 | $ | 102,315 | ||||||||||||
Mortgage - premium | 13,081 | 14,976 | ||||||||||||||
Mortgages, net | 111,016 | 117,291 | ||||||||||||||
Other notes - principal | 393 | 430 | ||||||||||||||
Total loans receivable, net | $ | 111,409 | $ | 117,721 | ||||||||||||
Schedule of Investment Assets in Direct Financing Leases | ' | |||||||||||||||
The components of investment assets held under direct financing leases as of September 30, 2014 and December 31, 2013 were as follows (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Minimum lease payments receivable | $ | 16,809 | $ | 19,555 | ||||||||||||
Estimated residual value of leased assets | 55,858 | 57,739 | ||||||||||||||
Unearned income | (16,013 | ) | (18,534 | ) | ||||||||||||
Total | $ | 56,654 | $ | 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 nine months ended September 30, 2014: | ||||||||||||||||
Number of | Carrying | |||||||||||||||
Properties | Value | |||||||||||||||
(In Thousands) | ||||||||||||||||
Balance, December 31, 2013 | 11 | $ | 19,611 | |||||||||||||
Transfers from real estate investments | 19 | 59,372 | ||||||||||||||
Sales (Note 11) | (10 | ) | (24,863 | ) | ||||||||||||
Balance, September 30, 2014 (a) | 20 | $ | 54,120 | |||||||||||||
(a) Includes 15 properties with a net carrying amount of $44.6 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Assets | ||||||||||||||||
Land and improvements | $ | 5,557 | $ | 10,003 | ||||||||||||
Buildings and improvements | 6,009 | 14,178 | ||||||||||||||
Total real estate investments | 11,566 | 24,181 | ||||||||||||||
Less: Accumulated depreciation | (2,167 | ) | (4,819 | ) | ||||||||||||
Intangible lease assets, net | 460 | 697 | ||||||||||||||
Other | 86 | — | ||||||||||||||
Total assets | $ | 9,945 | $ | 20,059 | ||||||||||||
Liabilities | ||||||||||||||||
Intangible lease liabilities, net | $ | 448 | $ | 448 | ||||||||||||
Total liabilities | $ | 448 | $ | 448 | ||||||||||||
The results of discontinued operations for the three and nine months ended September 30, 2014 and 2013, are summarized below (dollars in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Rent | $ | 300 | $ | 2,811 | $ | 917 | $ | 7,261 | ||||||||
Non-cash rent | 27 | 141 | — | 16 | ||||||||||||
Other | 3 | 306 | 2,953 | 313 | ||||||||||||
Total revenues | 330 | 3,258 | 3,870 | 7,590 | ||||||||||||
Expenses: | ||||||||||||||||
General and administrative | 1 | (11 | ) | 13 | 5 | |||||||||||
Property costs | 41 | 424 | 236 | 763 | ||||||||||||
Interest | — | 47 | — | 241 | ||||||||||||
Depreciation and amortization | — | 864 | — | 3,454 | ||||||||||||
Impairments | — | 1,963 | — | 5,853 | ||||||||||||
Total expenses | 42 | 3,287 | 249 | 10,316 | ||||||||||||
Gain (loss) from discontinued operations before other income | 288 | (29 | ) | 3,621 | (2,726 | ) | ||||||||||
Other income: | ||||||||||||||||
Gain on debt extinguishment | — | — | — | 1,028 | ||||||||||||
Other | — | 23 | — | 68 | ||||||||||||
Total other income | — | 23 | — | 1,096 | ||||||||||||
Income (loss) from discontinued operations | 288 | (6 | ) | 3,621 | (1,630 | ) | ||||||||||
Gain on dispositions of assets | 403 | 1,237 | 488 | 1,226 | ||||||||||||
Total discontinued operations | $ | 691 | $ | 1,231 | $ | 4,109 | $ | (404 | ) | |||||||
Number of properties disposed of during period (a) | 1 | 7 | 6 | 17 | ||||||||||||
(a) During the nine months ended September 30, 2014, 19 properties were sold, but only six of them were held for sale at December 31, 2013 and not subject to early adoption of ASU 2014-08 and are recorded as discontinued operations. | ||||||||||||||||
Summary of Total Impairment Losses Recognized | ' | |||||||||||||||
The following table summarizes total impairment losses recognized for the three and nine months ended September 30, 2014 and 2013 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Real estate and intangible asset impairment | $ | 10,783 | $ | 1,963 | $ | 37,030 | $ | 5,547 | ||||||||
Write-off of lease intangibles due to lease terminations | 1,910 | — | 4,509 | 488 | ||||||||||||
Loans receivable recovery | — | — | — | (367 | ) | |||||||||||
Other impairment | 34 | — | 522 | — | ||||||||||||
Total impairment loss continuing and discontinued operations | $ | 12,727 | $ | 1,963 | $ | 42,061 | $ | 5,668 | ||||||||
Lease_Intangibles_net_Tables
Lease Intangibles, net (Tables) | 9 Months Ended | |||||||
Sep. 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
In-place leases | $ | 675,926 | $ | 663,027 | ||||
Above-market leases | 100,112 | 95,118 | ||||||
Less: accumulated amortization | (176,163 | ) | (140,024 | ) | ||||
Intangible lease assets, net | $ | 599,875 | $ | 618,121 | ||||
Below-market leases | $ | 254,034 | $ | 243,237 | ||||
Less: accumulated amortization | (34,408 | ) | (23,123 | ) | ||||
Intangible lease liabilities, net | $ | 219,626 | $ | 220,114 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||||||||||||||||||
Summarized Debt | ' | |||||||||||||||||||||||||||||
The Company's debt is summarized below: | ||||||||||||||||||||||||||||||
Weighted Average Stated Interest Rate (2) | Weighted Average Maturity (4) | September 30, | December 31, | |||||||||||||||||||||||||||
Weighted Average Effective | 2014 | 2013 | ||||||||||||||||||||||||||||
Interest Rates (1) | ||||||||||||||||||||||||||||||
(in Years) | (In Thousands) | |||||||||||||||||||||||||||||
Revolving credit facilities | NM | 2.81 | % | 1.7 | $ | 125,436 | $ | 35,120 | ||||||||||||||||||||||
Master Trust Notes | 5.81 | % | 5.35 | % | 6.8 | 1,204,787 | 1,241,437 | |||||||||||||||||||||||
CMBS - fixed-rate | 5.34 | % | 5.84 | % | 3.1 | 1,868,518 | 2,387,532 | |||||||||||||||||||||||
CMBS - variable-rate (3) | 3.5 | % | 3.28 | % | 2.4 | 110,771 | 111,018 | |||||||||||||||||||||||
Unsecured fixed rate promissory note | 9.12 | % | 7 | % | 7.3 | 1,340 | 1,442 | |||||||||||||||||||||||
Convertible Notes | 4.8 | % | 3.28 | % | 5.5 | 747,500 | — | |||||||||||||||||||||||
Total debt before net debt (discount) or premium | 5.4 | % | 5.06 | % | 4.7 | 4,058,352 | 3,776,549 | |||||||||||||||||||||||
Unamortized net debt (discount) or premium | (50,524 | ) | 1,669 | |||||||||||||||||||||||||||
Total debt, net | $ | 4,007,828 | $ | 3,778,218 | ||||||||||||||||||||||||||
(1) The effective interest rates include amortization of debt discount/premium and amortization of deferred financing costs calculated for the three months ended September 30, 2014. | ||||||||||||||||||||||||||||||
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2014. | ||||||||||||||||||||||||||||||
(3) Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). | ||||||||||||||||||||||||||||||
(4) Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2014. | ||||||||||||||||||||||||||||||
Debt Maturities of Mortgages and Notes Payable, Including Balloon Payments | ' | |||||||||||||||||||||||||||||
As of September 30, 2014, scheduled debt maturities of the Company’s revolving credit facilities, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): | ||||||||||||||||||||||||||||||
Scheduled | Balloon | Total | ||||||||||||||||||||||||||||
Principal | Payment | |||||||||||||||||||||||||||||
Remainder of 2014 (1) | $ | 8,202 | $ | 103,750 | $ | 111,952 | ||||||||||||||||||||||||
2015 | 31,783 | 245,782 | 277,565 | |||||||||||||||||||||||||||
2016 | 30,011 | 409,939 | 439,950 | |||||||||||||||||||||||||||
2017 | 28,331 | 829,778 | 858,109 | |||||||||||||||||||||||||||
2018 | 27,284 | 248,851 | 276,135 | |||||||||||||||||||||||||||
Thereafter | 96,334 | 1,998,307 | 2,094,641 | |||||||||||||||||||||||||||
Total | $ | 221,945 | $ | 3,836,407 | $ | 4,058,352 | ||||||||||||||||||||||||
(1) The balloon payment balance in 2014 includes $74.0 million for the acceleration of principal payable following an event of default under four separate CMBS loans. | ||||||||||||||||||||||||||||||
Interest Expense and Related Borrowings | ' | |||||||||||||||||||||||||||||
The following table summarizes interest expense on the related borrowings (in thousands): | ||||||||||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
Interest expense – revolving credit facilities | $ | 538 | $ | 1,196 | $ | 2,358 | $ | 1,572 | ||||||||||||||||||||||
Interest expense – mortgages and notes payable | 44,858 | 47,196 | 149,231 | 106,284 | ||||||||||||||||||||||||||
Interest expense – Convertible Notes | 6,098 | — | 8,970 | — | ||||||||||||||||||||||||||
Interest expense – other | 32 | 8 | 104 | 475 | ||||||||||||||||||||||||||
Amortization of deferred financing costs | 1,787 | 2,327 | 4,084 | 12,457 | ||||||||||||||||||||||||||
Amortization of debt (premium)/discount | 222 | (341 | ) | (821 | ) | 5,588 | ||||||||||||||||||||||||
Total interest expense | $ | 53,535 | $ | 50,386 | $ | 163,926 | $ | 126,376 | ||||||||||||||||||||||
CMBS Loans | ' | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||||||||||||||||||
Summarized Debt | ' | |||||||||||||||||||||||||||||
The following table provides key elements of the defaulted mortgage loans (dollars in thousands): | ||||||||||||||||||||||||||||||
Industry | Properties | Net Book Value | Monthly Base Rent | Outstanding Principal | Restricted Cash (4) | Stated Rate | Default Rate | Accrued Interest | ||||||||||||||||||||||
Drug Stores / Pharmacies | 1 | $ | 1,040 | $ | — | $ | 1,227 | $ | 78 | 5.67 | % | 9.67 | % | $ | 30 | (1) | ||||||||||||||
Home Furnishings | 1 | 3,331 | 36 | 16,732 | 3,537 | 6.88 | % | 10.88 | % | 807 | (1) | |||||||||||||||||||
Sporting Goods | 1 | 3,397 | — | 4,067 | 609 | 5.52 | % | 9.52 | % | 161 | (1) | |||||||||||||||||||
Manufacturing | 9 | 39,595 | 83 | 51,963 | 9,497 | 5.85 | % | 9.85 | % | 219 | (2) | |||||||||||||||||||
12 | $ | 47,363 | $ | 119 | $ | 73,989 | $ | 13,721 | 6.06 | % | (3) | 10.06 | % | (3) | $ | 1,217 | ||||||||||||||
(1) Interest capitalized to principal | ||||||||||||||||||||||||||||||
(2) Interest in accounts payable, accrued expenses and other liabilities | ||||||||||||||||||||||||||||||
(3) Weighted average interest rate | ||||||||||||||||||||||||||||||
(4) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance |
Derivative_and_Hedging_Activit1
Derivative and Hedging Activities (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 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 (dollars in thousands): | ||||||||||||||||||||||
Fair Value of Liability | ||||||||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance Sheet Location | Notional | Interest | Effective | Maturity | September 30, | December 31, | |||||||||||||||
Amount | Rate | Date | Date | 2014 | 2013 | |||||||||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 10,879 | 4.62 | % | 6/28/12 | 7/6/17 | $ | (23 | ) | $ | (42 | ) | |||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 6,708 | 5.75 | % | 7/17/13 | 3/1/16 | (215 | ) | (326 | ) | |||||||||||
Interest Rate Swap | Accounts payable, accrued expenses and other liabilities | $ | 32,400 | 3.15 | % | 7/17/13 | 9/5/15 | (125 | ) | (178 | ) | |||||||||||
Interest Rate Swaps(a) | Accounts payable, accrued expenses and other liabilities | $ | 61,758 | 5.14 | % | 1/2/14 | 12/13/18 | (399 | ) | (246 | ) | |||||||||||
$ | (762 | ) | $ | (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 nine months ended September 30, 2014 and 2013, respectively (in thousands): | ||||||||||||||||||||||
Amount of Gain or (Loss) Recognized | ||||||||||||||||||||||
in AOCL on Derivative | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest rate swaps | $ | 237 | $ | (320 | ) | $ | (1,040 | ) | $ | 149 | ||||||||||||
Amount of Loss Reclassified from | ||||||||||||||||||||||
AOCL into Operations | ||||||||||||||||||||||
(Effective Portion) | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||
Location of Loss Reclassified from AOCL into Operations | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Interest expense | $ | (333 | ) | $ | (120 | ) | $ | (987 | ) | $ | (309 | ) | ||||||||||
General and administrative expense | — | — | — | (22 | ) | |||||||||||||||||
Amount of Gain or (Loss) Recognized in | ||||||||||||||||||||||
Operations on Derivative | ||||||||||||||||||||||
(Ineffective Portion) | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||||||||||
Location of Gain or (Loss) Recognized in Operations on Derivatives | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
General and administrative expense | $ | 5 | $ | (22 | ) | $ | 2 | $ | 32 | |||||||||||||
Stockholders_Equity_Dividends_
Stockholders' Equity Dividends Declared (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Dividends Declared | ' | ||||||||||||
For the nine months ended September 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 | |||||||
September 16, 2014 | $ | 0.16625 | September 30, 2014 | $ | 66,259 | October 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 statements of operations. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||||||||||
Fair Value Hierarchy Level | ||||||||||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||
Interest rate swaps financial liabilities | $ | (762 | ) | $ | — | $ | (762 | ) | $ | — | ||||||||||||||
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 September 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) | ||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||||||
Long-lived assets held and used | $ | 38,270 | $ | — | $ | — | $ | — | $ | 38,270 | $ | (21,474 | ) | |||||||||||
Lease intangible assets | 720 | — | — | — | 720 | (5,546 | ) | |||||||||||||||||
Long-lived assets held for sale | 31,018 | (9,264 | ) | — | — | 40,282 | (15,041 | ) | ||||||||||||||||
$ | (42,061 | ) | ||||||||||||||||||||||
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 nine months ended September 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): | ||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||||||||||
Loans receivable, net | $ | 111,409 | $ | 118,044 | $ | 117,721 | $ | 131,587 | ||||||||||||||||
Revolving credit facilities | 125,436 | 125,334 | 35,120 | 34,911 | ||||||||||||||||||||
Mortgages and notes payable, net | 3,188,547 | 3,359,620 | 3,743,098 | 3,892,621 | ||||||||||||||||||||
Convertible Notes, net (1) | 693,845 | 728,013 | — | — | ||||||||||||||||||||
(1) The carrying amount of the Convertible Notes is net of an embedded conversion premium totaling $53.7 million. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 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 September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Assets | ||||||||||||||||
Land and improvements | $ | 5,557 | $ | 10,003 | ||||||||||||
Buildings and improvements | 6,009 | 14,178 | ||||||||||||||
Total real estate investments | 11,566 | 24,181 | ||||||||||||||
Less: Accumulated depreciation | (2,167 | ) | (4,819 | ) | ||||||||||||
Intangible lease assets, net | 460 | 697 | ||||||||||||||
Other | 86 | — | ||||||||||||||
Total assets | $ | 9,945 | $ | 20,059 | ||||||||||||
Liabilities | ||||||||||||||||
Intangible lease liabilities, net | $ | 448 | $ | 448 | ||||||||||||
Total liabilities | $ | 448 | $ | 448 | ||||||||||||
The results of discontinued operations for the three and nine months ended September 30, 2014 and 2013, are summarized below (dollars in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues: | ||||||||||||||||
Rent | $ | 300 | $ | 2,811 | $ | 917 | $ | 7,261 | ||||||||
Non-cash rent | 27 | 141 | — | 16 | ||||||||||||
Other | 3 | 306 | 2,953 | 313 | ||||||||||||
Total revenues | 330 | 3,258 | 3,870 | 7,590 | ||||||||||||
Expenses: | ||||||||||||||||
General and administrative | 1 | (11 | ) | 13 | 5 | |||||||||||
Property costs | 41 | 424 | 236 | 763 | ||||||||||||
Interest | — | 47 | — | 241 | ||||||||||||
Depreciation and amortization | — | 864 | — | 3,454 | ||||||||||||
Impairments | — | 1,963 | — | 5,853 | ||||||||||||
Total expenses | 42 | 3,287 | 249 | 10,316 | ||||||||||||
Gain (loss) from discontinued operations before other income | 288 | (29 | ) | 3,621 | (2,726 | ) | ||||||||||
Other income: | ||||||||||||||||
Gain on debt extinguishment | — | — | — | 1,028 | ||||||||||||
Other | — | 23 | — | 68 | ||||||||||||
Total other income | — | 23 | — | 1,096 | ||||||||||||
Income (loss) from discontinued operations | 288 | (6 | ) | 3,621 | (1,630 | ) | ||||||||||
Gain on dispositions of assets | 403 | 1,237 | 488 | 1,226 | ||||||||||||
Total discontinued operations | $ | 691 | $ | 1,231 | $ | 4,109 | $ | (404 | ) | |||||||
Number of properties disposed of during period (a) | 1 | 7 | 6 | 17 | ||||||||||||
(a) During the nine months ended September 30, 2014, 19 properties were sold, but only six of them were held for sale at December 31, 2013 and not subject to early adoption of ASU 2014-08 and are recorded as discontinued operations. |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Cash Flow, Supplemental Disclosures | ' | |||||||
Nine Months Ended September 30, | ||||||||
2014 | 2013 | |||||||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | (in thousands) | |||||||
Distributions declared and unpaid | $ | (66,259 | ) | $ | (50,194 | ) | ||
Real estate properties acquired under 1031 exchange | 26,677 | — | ||||||
Real estate properties sold under 1031 exchange | (5,893 | ) | — | |||||
Gross equity component of Convertible Notes | (56,740 | ) | — | |||||
Net assets acquired in Merger in exchange for common stock | — | 1,735,682 | ||||||
Common stock registered in exchange for net assets acquired | — | (2,025,736 | ) | |||||
Reduction of debt included in consideration on sale of certain real estate properties | 5,001 | 149,156 | ||||||
Reduction of debt, net of assets surrendered to lender | — | 1,069 | ||||||
Accrued interest capitalized to principal (1) | 997 | — | ||||||
Accrued performance share dividend rights | (420 | ) | (73 | ) | ||||
Accrued deferred financing costs | — | (1,057 | ) | |||||
(1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Income_Per_Share_Tables
Income Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 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 income per share (dollars in thousands): | ||||||||||||||||
Three Months | Nine Months Ended | |||||||||||||||
Ended September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic and diluted income (loss): | ||||||||||||||||
Income (loss) from continuing operations | $ | 5,728 | $ | (23,139 | ) | $ | (73,704 | ) | $ | (41,505 | ) | |||||
Gain on dispositions of assets | 1,251 | — | 1,683 | — | ||||||||||||
Less: income attributable to unvested restricted stock | (215 | ) | (303 | ) | (882 | ) | (1,001 | ) | ||||||||
Income (loss) used in basic and diluted income (loss) per share from continuing operations | 6,764 | (23,442 | ) | (72,903 | ) | (42,506 | ) | |||||||||
Income (loss) from discontinued operations | 691 | 1,231 | 4,109 | (404 | ) | |||||||||||
Net income (loss) attributable to common stockholders used in basic and diluted income (loss) per share | $ | 7,455 | $ | (22,211 | ) | $ | (68,794 | ) | $ | (42,910 | ) | |||||
Basic and diluted weighted average shares of common stock outstanding: | ||||||||||||||||
Weighted average shares of common stock outstanding | 398,799,661 | 331,946,412 | 384,485,286 | 219,005,588 | ||||||||||||
Less: unvested weighted average shares of restricted stock | (1,992,005 | ) | (2,418,538 | ) | (1,959,672 | ) | (2,256,210 | ) | ||||||||
Weighted average number of shares outstanding used in basic income (loss) per share | 396,807,656 | 329,527,874 | 382,525,614 | 216,749,378 | ||||||||||||
Dilutive weighted average shares of common stock (a) | ||||||||||||||||
Unvested performance shares | 800,717 | — | — | — | ||||||||||||
Stock options | 5,210 | — | — | — | ||||||||||||
Weighted average number of shares of common stock used in dilutive income (loss) per share | 397,613,583 | 329,527,874 | 382,525,614 | 216,749,378 | ||||||||||||
Potentially dilutive shares of common stock | ||||||||||||||||
Unvested shares of restricted stock | 761,523 | 607,505 | 787,546 | 761,617 | ||||||||||||
Unvested performance shares | — | 94,711 | 736,104 | 31,917 | ||||||||||||
Stock options | — | — | 5,033 | — | ||||||||||||
Total | 761,523 | 702,216 | 1,528,683 | 793,534 | ||||||||||||
(a) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. |
Organization_Narrative_Details
Organization - Narrative (Details) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | 20-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 | Sep. 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 | Sep. 30, 2014 | Jun. 30, 2014 | Apr. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |||
Property | Property | Current Year Acquisitions | Convertible Senior Notes | 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 | 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 | $7,705,490,000 | [1] | $7,235,732,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real estate assets held for sale | 2,408 | 2,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Gross investment in real estate, percentage | 98.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of owned real estate properties | 2,263 | 2,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Securing mortgage properties, percentage | 1.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Securing mortgage properties | 145 | 145 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Issuance of common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,450,000 | ' | 3,450,000 | ' | 0 | 1,574,320 | ' | ' | ' | ||
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 | ' | ' | ' | ' | 402,500,000 | 345,000,000 | ' | ' | ' | ' | ' | ' | ' | 545,700,000 | ' | 52,500,000 | 45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stated Rate | ' | ' | ' | ' | 2.88% | 3.75% | ' | ' | ' | ' | ' | ' | ' | 6.59% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 271,200,000 | ' | ' | ' | ' | 16,300,000 | ' | ' | ' | ||
Proceeds from convertible debt | ' | ' | ' | 726,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amount of debt defeasance | ' | ' | ' | ' | ' | ' | ' | ' | 509,800,000 | 18,000,000 | ' | ' | ' | ' | 488,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Minimum percent to exchange notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Total debt, net | 4,007,828,000 | 3,778,218,000 | ' | ' | ' | ' | 912,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amount of old debt notes exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 894,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Percentage elected to exchange notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Extended term of debt | ' | ' | ' | ' | ' | ' | ' | '17 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of indirectly owned subsidiaries that defeased loans outstanding under master loan agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
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 | ' | ' | 241 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Payments to acquire real estate | ' | ' | 572,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenues | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of properties disposed of, including continuing and discontinued operations | 19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from sale of real estate | $44,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[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 $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | $58,637 | $58,691 | ||
Collateral Deposits | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 21,597 | [1] | 21,816 | [1] |
Tenant Improvements, Repairs and Leasing Commissions | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 13,176 | [2] | 10,297 | [2] |
Master Trust Release and Title Company Escrow | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 21,350 | [3] | 21,893 | [3] |
Loan Impounds | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | 1,114 | [4] | 2,018 | [4] |
Other Restricted Cash and Escrow Deposits | ' | ' | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ||
Restricted cash and investments | $1,400 | [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. Included in this total is $8.2 million of lender controlled restricted cash held on the four defaulted CMBS loans (see Note 5). | |||
[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. Included in this total is $5.3 million in restricted cash held on the four defaulted CMBS loans (see Note 5). | |||
[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 operating expenses. | |||
[5] | Funds held in lender controlled accounts released within the following month after debt service requirements are met. Included in this total is $0.2 million in restricted cash held on the four defaulted CMBS loans (see Note 5). |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | ||
segment | |||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | |
Allowance for doubtful accounts | $9,000,000 | $7,900,000 | |
Assets | 7,547,256,000 | 7,231,045,000 | |
Liabilities | 4,343,018,000 | 4,113,011,000 | |
Number of segments | 1 | ' | |
Accounts receivable | 20,100,000 | 17,600,000 | |
Provision for losses | 11,300,000 | 9,600,000 | |
Accrued rental revenue receivables | 45,900,000 | 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 | 5,500,000,000 | 6,100,000,000 | |
Liabilities | 3,300,000,000 | 3,800,000,000 | |
CMBS Loans | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | |
Restricted cash and cash equivalents | 13,721,000 | [1] | ' |
Mortgages | CMBS Loans | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | |
Number of CMBS loans in default | 4 | ' | |
Collateral Deposits | Mortgages | CMBS Loans | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | |
Restricted cash and cash equivalents | 8,200,000 | ' | |
Tenant Improvements, Repairs and Leasing Commissions | Mortgages | CMBS Loans | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | |
Restricted cash and cash equivalents | 5,300,000 | ' | |
Other Restricted Cash and Escrow Deposits | Mortgages | CMBS Loans | ' | ' | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | |
Restricted cash and cash equivalents | $200,000 | ' | |
[1] | Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance |
Investments_Gross_Real_Estate_
Investments - Gross Real Estate and Loan Activity (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | |
Property | ||
Number of Properties Owned or Financed | ' | |
Balance, December 31, 2013 | 2,186 | |
Acquisitions/improvements | 241 | |
Dispositions of real estate (Note 11) | -19 | [1] |
Principal payments and payoffs | 0 | |
Impairments | 0 | |
Write off of gross lease intangibles | 0 | |
Loan premium amortization and other | 0 | |
Balance, September 30, 2014 | 2,408 | |
Dollar Amount of Investments | ' | |
Balance, December 31, 2013 | $7,235,732 | [2] |
Acquisitions/improvements | 573,050 | [2] |
Dispositions of real estate (Note 11) | -46,744 | [1],[2] |
Principal payments and payoffs | -4,416 | [2] |
Impairments | -41,539 | [2] |
Write off of gross lease intangibles | -8,472 | [2] |
Loan premium amortization and other | -2,121 | [2] |
Balance, September 30, 2014 | $7,705,490 | [2] |
[1] | The total accumulated depreciation and amortization associated with dispositions of real estate was $6.7 million for the nine months ended September 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. |
Investments_Schedule_of_Future
Investments - Schedule of Future Rental Payments (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' |
Remainder of 2014 | $143,982 |
2015 | 570,225 |
2016 | 553,461 |
2017 | 538,290 |
2018 | 523,022 |
Thereafter | 3,820,618 |
Total future minimum rentals | $6,149,598 |
Investments_Schedule_of_Loans_
Investments - Schedule of Loans Receivable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ' |
Mortgage - principal | $97,935 | $102,315 |
Mortgage - premium | 13,081 | 14,976 |
Mortgages, net | 111,016 | 117,291 |
Other notes - principal | 393 | 430 |
Total loans receivable, net | $111,409 | $117,721 |
Investments_Schedule_of_Invest
Investments - Schedule of Investment Assets in Direct Financing Leases (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ' |
Minimum lease payments receivable | $16,809 | $19,555 |
Estimated residual value of leased assets | 55,858 | 57,739 |
Unearned income | -16,013 | -18,534 |
Total | $56,654 | $58,760 |
Investments_Activity_in_Real_E
Investments - Activity in Real Estate Assets Held for Sale (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | |
Property | ||
Number of Properties | ' | |
Balance, December 31, 2013 | 11 | |
Transfers from real estate investments | 19 | |
Sales (Note 11) | -10 | |
Balance, June 30, 2014 | 20 | [1] |
Carrying Value | ' | |
Balance, December 31, 2013 | $19,611 | |
Transfers from real estate investments | 59,372 | |
Sales (Note 11) | -24,863 | |
Balance, June 30, 2014 | $54,120 | [1] |
[1] | Includes fifteen properties with a net carrying amount of $44.6 million in which its operating results are reported in continuing operations. |
Investments_Real_Estate_Assets
Investments - Real Estate Assets Held for Sale in Discontinued Operations (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Land and improvements | $5,557 | $10,003 |
Buildings and improvements | 6,009 | 14,178 |
Total real estate investments | 11,566 | 24,181 |
Less: Accumulated depreciation | -2,167 | -4,819 |
Intangible lease assets, net | 460 | 697 |
Other | 86 | 0 |
Total assets | 9,945 | 20,059 |
Liabilities | ' | ' |
Intangible lease liabilities, net | 448 | 448 |
Total liabilities | $448 | $448 |
Investments_Summary_of_Total_I
Investments - Summary of Total Impairment Losses Recognized (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' | ' | ' | ' |
Real estate and intangible asset impairment | $10,783 | $1,963 | $37,030 | $5,547 |
Write-off of lease intangibles due to lease terminations | 1,910 | 0 | 4,509 | 488 |
Loans receivable recovery | 0 | 0 | 0 | -367 |
Other impairment | 34 | 0 | 522 | 0 |
Total impairment loss continuing and discontinued operations | $12,727 | $1,963 | $42,061 | $5,668 |
Investments_Narrative_Details
Investments - Narrative (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | |||
Property | Property | |||
State | ||||
Investment [Line Items] | ' | ' | ||
Real estate properties and loans, gross | $7,705,490,000 | [1] | $7,235,732,000 | [1] |
Real estate assets held for sale | 2,408 | 2,186 | ||
Properties dispersed geographically | 49 | ' | ||
Minimum percentage of investment in real estate properties | 10.00% | ' | ||
Number of owned real estate properties | 2,263 | 2,041 | ||
Securing mortgage properties | 145 | 145 | ||
Securing mortgage properties carrying amount | 111,000,000 | 117,300,000 | ||
Other loan receivable with aggregate carrying value | 400,000 | 400,000 | ||
Accumulated depreciation and amortization associated with dispositions of real estate | 6,700,000 | ' | ||
Number of real estate properties held for sale | 20 | [2] | 11 | |
Properties Vacant | ' | ' | ||
Investment [Line Items] | ' | ' | ||
Number of properties | 40 | 21 | ||
Property Held For Sale | ' | ' | ||
Investment [Line Items] | ' | ' | ||
Number of properties | 7 | 6 | ||
Texas | ' | ' | ||
Investment [Line Items] | ' | ' | ||
Number of states exceeding disclosure threshold | 1 | ' | ||
Percentage of investment in real estate properties | 12.90% | ' | ||
Continuing operations | ' | ' | ||
Investment [Line Items] | ' | ' | ||
Number of real estate properties held for sale | 15 | ' | ||
Rental properties | $44,600,000 | ' | ||
[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. | |||
[2] | Includes fifteen properties with a net carrying amount of $44.6 million in which its operating results are reported in continuing operations. |
Lease_Intangibles_net_Lease_In
Lease Intangibles, net - Lease Intangible Assets and Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ' | ' |
Less: accumulated amortization | ($176,163) | ($140,024) |
Intangible lease assets, net | 599,875 | 618,121 |
Below-market leases | 254,034 | 243,237 |
Less: accumulated amortization | -34,408 | -23,123 |
Intangible lease liabilities, net | 219,626 | 220,114 |
In-place Leases | ' | ' |
Capital Leased Assets [Line Items] | ' | ' |
Intangible lease assets, gross | 675,926 | 663,027 |
Above-Market Lease | ' | ' |
Capital Leased Assets [Line Items] | ' | ' |
Intangible lease assets, gross | $100,112 | $95,118 |
Lease_Intangibles_net_Narrativ
Lease Intangibles, net - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Capital Leased Assets [Line Items] | ' | ' | ' | ' |
Amortization amount to rental revenue for capitalized leases | $1.60 | $0.70 | $4.60 | $1.40 |
In-place Leases | ' | ' | ' | ' |
Capital Leased Assets [Line Items] | ' | ' | ' | ' |
Leases amortization expenses | $13.10 | $10.90 | $40 | $19.80 |
Debt_Summarized_Debt_Details
Debt - Summarized Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |||||||||
In Thousands, unless otherwise specified | Weighted Average | Revolving credit facilities | Revolving credit facilities | Revolving credit facilities | Master trust notes | Master trust notes | Master trust notes | CMBS - fixed-rate | CMBS - fixed-rate | CMBS - fixed-rate | CMBS - variable-rate | CMBS - variable-rate | CMBS - variable-rate | Unsecured fixed rate promissory note | Unsecured fixed rate promissory note | Unsecured fixed rate promissory note | Convertible Notes | Convertible Notes | Convertible Notes | |||||||||||
Weighted Average | Weighted Average | Weighted Average | Weighted Average | Weighted Average | Weighted Average | |||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Weighted average effective interest rates | ' | ' | 5.40% | [1] | ' | ' | ' | ' | ' | 5.81% | [1] | ' | ' | 5.34% | [1] | ' | ' | 3.50% | [1],[2] | ' | ' | 9.12% | [1] | ' | ' | 4.80% | [1] | |||
Weighted average stated interest rate | ' | ' | 5.06% | [3] | ' | ' | 2.81% | [3] | ' | ' | 5.35% | [3] | ' | ' | 5.84% | [3] | ' | ' | 3.28% | [2],[3] | ' | ' | 7.00% | [3] | ' | ' | 3.28% | [3] | ||
Weighted Average Maturity | ' | ' | '4 years 8 months 16 days | [4] | ' | ' | '1 year 8 months 23 days | [4] | ' | ' | '6 years 9 months 7 days | [4] | ' | ' | '3 years 1 month 21 days | [4] | ' | ' | '2 years 4 months 17 days | [2],[4] | ' | ' | '7 years 3 months 4 days | [4] | ' | ' | '5 years 6 months 18 days | [4] | ||
Long-term debt, gross | $4,058,352 | $3,776,549 | ' | $125,436 | $35,120 | ' | $1,204,787 | $1,241,437 | ' | $1,868,518 | $2,387,532 | ' | $110,771 | [2] | $111,018 | [2] | ' | $1,340 | $1,442 | ' | $747,500 | $0 | ' | |||||||
Unamortized net debt (discount) or premium | -50,524 | 1,669 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Total debt, net | $4,007,828 | $3,778,218 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
[1] | The effective interest rates include amortization of debt discount/premium and amortization of deferred financing costs calculated for the three months ended September 30, 2014. | |||||||||||||||||||||||||||||
[2] | Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). | |||||||||||||||||||||||||||||
[3] | Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2014. | |||||||||||||||||||||||||||||
[4] | Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2014. |
Debt_Revolving_Credit_Faciliti
Debt - Revolving Credit Facilities - Narrative (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jul. 17, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2014 | Sep. 30, 2014 | Jul. 17, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Weighted Average | 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 | 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] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Term | ' | ' | '4 years 8 months 16 days | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | '24 months | ' | ' | ' | ' |
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% | 3.50% | |
Commitment fee on unused capacity | ' | ' | ' | ' | ' | ' | 0.25% | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Commitment fee | ' | ' | ' | ' | 400,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Deferred Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | 4,500,000 | ' | 2,700,000 | ' | ' | ' | |
Weighted average effective interest rates | ' | ' | 5.40% | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate excluding noncash amortization of deferred financing costs and non-utilization fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.65% | ' | ' | ' | ' | ' | ' | |
Amount outstanding | 125,436,000 | 35,120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000,000 | ' | 15,400,000 | ' | ' | ' | ' | |
Line of credit facility remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 290,000,000 | ' | ' | ' | ' | ' | ' | |
Maximum borrowing capacity increase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $40,000,000 | ' | ' | ' | ' | |
Number of separate advances | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | |
Number of properties securing borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | |
Weighted average stated interest rate | ' | ' | 5.06% | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.90% | ' | ' |
Weighted average interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.20% | ' | ' | ' | ' | |
[1] | Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2014. | ||||||||||||||||||||
[2] | The effective interest rates include amortization of debt discount/premium and amortization of deferred financing costs calculated for the three months ended September 30, 2014. | ||||||||||||||||||||
[3] | Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2014. |
Debt_Master_Trust_Notes_Narrat
Debt - Master Trust Notes - Narrative (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | 20-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | ||
New Notes | Master Funding Notes | Master Funding Notes | Net-lease Mortgage Notes | Net-lease Mortgage Notes | Net-lease Mortgage Notes | 3.89% Series 2013-1 Class A Interest Only | 5.27% Series 2013-2 Class A Amortizing Net Lease Mortgage Notes | Weighted Average | Weighted Average | Weighted Average | Weighted Average | |||||
Mortgages | Property | Mortgages | Spirit Master Funding VII, LLC | Spirit Master Funding VII, LLC | Mortgages | Spirit Master Funding VII, LLC | Spirit Master Funding VII, LLC | Mortgages | Master Funding Notes | Net-lease Mortgage Notes | ||||||
Property | Property | Spirit Master Funding VII, LLC | Spirit Master Funding VII, LLC | |||||||||||||
Property | ||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Extended term of debt | ' | ' | '17 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-term debt | $4,007,828,000 | $3,778,218,000 | ' | $877,800,000 | ' | $327,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of properties securing borrowings | ' | ' | ' | 714 | 82 | 316 | ' | 77 | ' | ' | ' | ' | ' | ' | ||
Weighted average interest rate | ' | ' | ' | 5.58% | ' | 4.74% | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted Average Maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 8 months 16 days | [1] | '6 years 9 months 7 days | [1] | '6 years 6 months 29 days | '7 years 3 months 22 days |
Aggregate principal amount of debt | ' | ' | ' | ' | ' | ' | $330,000,000 | ' | $125,000,000 | $205,000,000 | ' | ' | ' | ' | ||
Weighted average stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 3.89% | 5.27% | 5.06% | [2] | 5.35% | [2] | ' | ' |
[1] | Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2014. | |||||||||||||||
[2] | Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2014. |
Debt_CMBS_Narrative_Details
Debt - CMBS - Narrative (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |||||||
CMBS - fixed-rate | CMBS - fixed-rate | CMBS - variable-rate | CMBS - variable-rate | Mortgages | Mortgages | CMBS Loans | CMBS Loans | CMBS Loans | CMBS Loans | CMBS Loans | Minimum | Minimum | Maximum | Maximum | Weighted Average | Weighted Average | Weighted Average | Weighted Average | ||||||||||
loan_servicer | CMBS - fixed-rate | CMBS - variable-rate | Mortgages | Accounts payable, accrued expenses and other liabilities | CMBS Loans | CMBS Loans | CMBS Loans | CMBS Loans | CMBS - fixed-rate | CMBS - variable-rate | Mortgages | |||||||||||||||||
loan | loan | Loan | Mortgages | CMBS - fixed-rate | CMBS - variable-rate | CMBS - fixed-rate | CMBS - variable-rate | |||||||||||||||||||||
Property | Property | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Number of loans secured by mortgage on leased properties and related assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 232 | 26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Effective percentage rate minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.90% | 2.66% | ' | ' | ' | ' | ' | ' | |||||||
Effective percentage rate maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.88% | 3.66% | ' | ' | ' | ' | |||||||
Weighted average stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 6.06% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | 5.06% | [2] | 5.84% | [2] | 3.28% | [2],[3] | 5.35% | [2] | ||
Long-term debt, gross | $4,058,352,000 | $3,776,549,000 | $1,868,518,000 | $2,387,532,000 | $110,771,000 | [3] | $111,018,000 | [3] | $1,204,787,000 | $1,241,437,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Number of properties securing borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | 735 | 123 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Number of loan servicers | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Monthly excess cash for covenant compliance | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Number of CMBS loans in default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Debt default amount | ' | ' | ' | ' | ' | ' | ' | ' | 73,989,000 | ' | ' | 74,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Capitalized interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Interest payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
[1] | Weighted average interest rate | |||||||||||||||||||||||||||
[2] | Represents the weighted average stated interest rate based on the outstanding principal balance as of September 30, 2014. | |||||||||||||||||||||||||||
[3] | Variable-rate notes are predominately hedged with interest rate swaps (see Note 6). |
Debt_Summarized_Debt_Defaulted
Debt - Summarized Debt - Defaulted CMBS Loans (Details) (CMBS Loans, USD $) | Sep. 30, 2014 | |
In Thousands, unless otherwise specified | Property | |
Debt Instrument [Line Items] | ' | |
Properties | 12 | |
Net Book Value | $47,363 | |
Monthly Base Rent | 119 | |
Outstanding Principal | 73,989 | |
Restricted Cash | 13,721 | [1] |
Stated Rate | 6.06% | [2] |
Default Rate | 10.06% | [2] |
Accrued Interest | 1,217 | |
Drug Stores / Pharmacies | ' | |
Debt Instrument [Line Items] | ' | |
Properties | 1 | |
Net Book Value | 1,040 | |
Monthly Base Rent | 0 | |
Outstanding Principal | 1,227 | |
Restricted Cash | 78 | [1] |
Stated Rate | 5.67% | |
Default Rate | 9.67% | |
Accrued Interest | 30 | [3] |
Home Furnishings | ' | |
Debt Instrument [Line Items] | ' | |
Properties | 1 | |
Net Book Value | 3,331 | |
Monthly Base Rent | 36 | |
Outstanding Principal | 16,732 | |
Restricted Cash | 3,537 | [1] |
Stated Rate | 6.88% | |
Default Rate | 10.88% | |
Accrued Interest | 807 | [3] |
Sporting Goods | ' | |
Debt Instrument [Line Items] | ' | |
Properties | 1 | |
Net Book Value | 3,397 | |
Monthly Base Rent | 0 | |
Outstanding Principal | 4,067 | |
Restricted Cash | 609 | [1] |
Stated Rate | 5.52% | |
Default Rate | 9.52% | |
Accrued Interest | 161 | [3] |
Manufacturing | ' | |
Debt Instrument [Line Items] | ' | |
Properties | 9 | |
Net Book Value | 39,595 | |
Monthly Base Rent | 83 | |
Outstanding Principal | 51,963 | |
Restricted Cash | 9,497 | [1] |
Stated Rate | 5.85% | |
Default Rate | 9.85% | |
Accrued Interest | $219 | [4] |
[1] | Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance | |
[2] | Weighted average interest rate | |
[3] | Interest capitalized to principal | |
[4] | Interest in accounts payable, accrued expenses and other liabilities |
Debt_Convertible_Senior_Notes_
Debt - Convertible Senior Notes - Narrative (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | 20-May-14 | Sep. 30, 2014 | 20-May-14 | 20-May-14 | 20-May-14 |
Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | Convertible Senior Notes | |||
Convertible Senior Notes Due 2019 | 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% | ' | ' |
Value of the embedded conversion premium, included in net debt (discount) | ' | ' | ' | 53,700,000 | 56,700,000 | ' | ' |
Deferred finance costs | $39,700,000 | $23,800,000 | ' | $19,600,000 | ' | ' | ' |
Debt_Debt_Extinguishment_Narra
Debt - Debt Extinguishment - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 04, 2014 | Jun. 05, 2014 | 20-May-14 | 20-May-14 | |
Mortgages | Mortgages | Subsidiaries | Subsidiaries | Senior Mortgage Notes Payable | Net-lease Mortgage Notes | |||||
Mortgages | Mortgages | Mortgages | Mortgages | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt defeasance | ' | ' | ' | ' | ' | ' | ' | $488,700,000 | $509,800,000 | $18,000,000 |
Weighted average stated interest rate | ' | ' | ' | ' | ' | ' | 6.59% | ' | ' | ' |
Gain (loss) on debt extinguishment | $212,000 | $0 | ($64,496,000) | $0 | $200,000 | $64,500,000 | ' | ' | ' | ' |
Debt_Debt_Maturities_of_Mortga
Debt - Debt Maturities of Mortgages and Notes Payable, Including Balloon Payments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' | |
Total debt, net | $4,007,828 | $3,778,218 | |
Mortgages and Notes Payable | ' | ' | |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' | |
Remainder of 2014 | 111,952 | [1] | ' |
2015 | 277,565 | ' | |
2016 | 439,950 | ' | |
2017 | 858,109 | ' | |
2018 | 276,135 | ' | |
Thereafter | 2,094,641 | ' | |
Total debt, net | 4,058,352 | ' | |
Mortgages and Notes Payable | Scheduled Principal | ' | ' | |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' | |
Remainder of 2014 | 8,202 | [1] | ' |
2015 | 31,783 | ' | |
2016 | 30,011 | ' | |
2017 | 28,331 | ' | |
2018 | 27,284 | ' | |
Thereafter | 96,334 | ' | |
Total debt, net | 221,945 | ' | |
Mortgages and Notes Payable | Balloon Payment | ' | ' | |
Scheduled Principal Payments For Borrowings [Line Items] | ' | ' | |
Remainder of 2014 | 103,750 | [1] | ' |
2015 | 245,782 | ' | |
2016 | 409,939 | ' | |
2017 | 829,778 | ' | |
2018 | 248,851 | ' | |
Thereafter | 1,998,307 | ' | |
Total debt, net | $3,836,407 | ' | |
[1] | The balloon payment balance in 2014 includes $74.0 million for the acceleration of principal payable following an event of default under four separate CMBS loans. |
Debt_Interest_Expense_and_Rela
Debt - Interest Expense and Related Borrowings (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' |
Amortization of deferred financing costs | $1,787 | $2,327 | $4,084 | $12,457 |
Amortization of debt (premium)/discount | ' | ' | -821 | 5,588 |
Total interest expense | 53,535 | 50,386 | 163,926 | 126,376 |
Revolving Credit Facilities | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' |
Interest expense | 538 | 1,196 | 2,358 | 1,572 |
Mortgages and Notes Payable | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' |
Interest expense | 44,858 | 47,196 | 149,231 | 106,284 |
Convertible notes | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' |
Interest expense | 6,098 | 0 | 8,970 | 0 |
Other Interest Expense | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' |
Interest expense | 32 | 8 | 104 | 475 |
Interest Expense | ' | ' | ' | ' |
Schedule Of Interest Expenses [Line Items] | ' | ' | ' | ' |
Amortization of debt (premium)/discount | $222 | ($341) | ($821) | $5,588 |
Debt_Debt_Maturities_Narrative
Debt - Debt Maturities - Narrative (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | |
Deferred finance costs | $39,700,000 | $23,800,000 | |
Mortgages and Notes Payable | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Balloon payments | 2,094,641,000 | ' | |
Accelerated Principal | Mortgages and Notes Payable | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Debt default amount | 74,000,000 | [1] | ' |
2019 | Mortgages and Notes Payable | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Balloon payments | 452,000,000 | ' | |
2020 | Mortgages and Notes Payable | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Balloon payments | 288,000,000 | ' | |
2021 | Mortgages and Notes Payable | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Balloon payments | 554,800,000 | ' | |
2022 | Mortgages and Notes Payable | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Balloon payments | 351,400,000 | ' | |
2023 | Mortgages and Notes Payable | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Balloon payments | $352,100,000 | ' | |
[1] | The balloon payment balance in 2014 includes $74.0 million for the acceleration of principal payable following an event of default under four separate CMBS loans. |
Derivative_and_Hedging_Activit2
Derivative and Hedging Activities - Summary of Notional Amount and Fair Value of Derivative Instruments (Details) (Designated as Hedging Instrument, Interest Rate Swap, USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Fair Value of Liability | ($762) | ($792) | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 1 | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | 10,879 | ' | ||
Interest Rate | 4.62% | ' | ||
Fair Value of Liability | -23 | -42 | ||
Accounts payable, accrued expenses and other liabilities | Derivative Instrument 2 | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Notional Amount | 6,708 | ' | ||
Interest Rate | 5.75% | ' | ||
Fair Value of Liability | -215 | -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 | -125 | -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 | ($399) | [1] | ($246) | [1] |
[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_and_Hedging_Activit3
Derivative and Hedging Activities - Derivative Instruments Amounts Recorded in AOCL and Gain or (Loss) Reclassified Out of AOCL (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Interest Expense | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Loss Reclassified from AOCL into Operations (Effective Portion) | ($333) | ($120) | ($987) | ($309) |
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) | 5 | -22 | 2 | 32 |
Cash Flow Hedging | Interest Rate Swap | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain or (Loss) Recognized in AOCL on Derivative (Effective Portion) | $237 | ($320) | ($1,040) | $149 |
Derivative_and_Hedging_Activit4
Derivative and Hedging Activities - Narrative (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | ||
Derivatives, Fair Value [Line Items] | ' | |
Derivative instruments loss estimated to be reclassified from accumulated OCI as an increase to interest expense within 12 months | $1,100,000 | |
Derivative Instrument 4 | Interest Rate Swap | Designated as Hedging Instrument | Accounts payable, accrued expenses and other liabilities | ' | |
Derivatives, Fair Value [Line Items] | ' | |
Number of interest rate derivatives held | 8 | |
Notional amount | 61,758,000 | [1] |
Minimum | Derivative Instrument 4 | Interest Rate Swap | Designated as Hedging Instrument | Accounts payable, accrued expenses and other liabilities | ' | |
Derivatives, Fair Value [Line Items] | ' | |
Notional amount | 7,600,000 | |
Maximum | Derivative Instrument 4 | Interest Rate Swap | Designated as Hedging Instrument | Accounts payable, accrued expenses and other liabilities | ' | |
Derivatives, Fair Value [Line Items] | ' | |
Notional amount | $7,900,000 | |
[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. |
Stockholders_Equity_Dividends_1
Stockholders' Equity - Dividends Declared (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||
Dividends Payable [Line Items] | ' | ' | ' | ' | ' | ' | |||
Dividend per share (in USD per share) | $0.17 | $0.17 | $0.17 | $0.16 | $0.50 | $0.49 | |||
Dividends | ' | $66,299 | [1] | $61,629 | [1] | ' | ' | ' | |
Accounts payable, accrued expenses and other liabilities | ' | ' | ' | ' | ' | ' | |||
Dividends Payable [Line Items] | ' | ' | ' | ' | ' | ' | |||
Dividends | $66,259 | [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 statements of operations. |
Stockholders_Equity_Narrative_
Stockholders' Equity - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | 20-May-14 | 31-May-14 | 20-May-14 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Secondary Offering | Secondary Offering | Over-Allotment Option | At the Market | 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 | 0 | 1,574,320 | ' |
Share price (in USD per share) | ' | ' | ' | ' | $10.69 | ' | ' | ' | $10.70 |
Proceeds from issuance of common stock | ' | ' | ' | $271,200,000 | ' | ' | ' | $16,300,000 | ' |
Proceeds from issuance of common stock, net of offering costs | ' | 287,454,000 | -518,000 | ' | ' | ' | ' | 16,300,000 | ' |
Shares surrendered to pay associated minimum statutory tax withholdings (in shares) | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares surrendered to pay associated minimum statutory tax withholdings | $2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Narrative (Detail) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2014 |
tenant | Forecast | |
claim | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Outstanding claims | 0 | ' |
Total commitments | $95.80 | $94.40 |
Total commitments relating to future acquisitions | 93.4 | ' |
Contingently liable amount of debt owed by tenant | $5.70 | ' |
Number of tenants indemnified by | 1 | ' |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Assets and Liabilities at Fair Value on Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $) | Sep. 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] | ' | ' |
Interest rate swaps financial liabilities | ($762) | ($792) |
Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swaps financial liabilities | 0 | 0 |
Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swaps financial liabilities | -762 | -792 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate swaps financial liabilities | $0 | $0 |
Fair_Value_Measurements_Assets
Fair Value Measurements - Assets at Fair Value on Nonrecurring Basis (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 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 | ' | ' | ' | ' | ' | ' | $38,270 | ' | $0 | ' | $0 | ' | $38,270 | ' | ||
Lease intangible assets | ' | ' | ' | ' | ' | ' | 720 | 0 | 0 | 0 | 0 | 0 | 720 | 0 | ||
Long-lived assets held for sale | ' | ' | ' | ' | ' | ' | 31,018 | 11,198 | 0 | 0 | 0 | 0 | 40,282 | 38,030 | ||
Long-lived assets held and used, Disposition | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Lease intangible assets, Disposition | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-lived assets held for sale, Disposition | ' | ' | ' | ' | -9,264 | -26,832 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-lived assets held and used, Impairment Charges | ' | ' | ' | ' | -21,474 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Lease intangible assets, Impairment Charges | ' | ' | ' | ' | -5,546 | [1] | -182 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived assets held for sale, Impairment Charges | ' | ' | ' | ' | -15,041 | [1] | -7,134 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Total Impairment Charges | ($12,727) | ($1,963) | ($42,061) | ($5,668) | ($42,061) | [1] | ($7,316) | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
[1] | Impairment charges are presented for the nine months ended September 30, 2014 and for the year ended December 31, 2013. |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Carrying Amount And Estimated Fair Value Of Financial Instruments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 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 | $111,409,000 | $117,721,000 | $118,044,000 | $131,587,000 | ' | ' | ||||
Revolving credit facilities | 125,436,000 | 35,120,000 | 125,334,000 | 34,911,000 | ' | ' | ||||
Mortgages and notes payable, net | 3,188,547,000 | 3,743,098,000 | 3,359,620,000 | 3,892,621,000 | ' | ' | ||||
Convertible senior notes, net | 693,845,000 | [1] | 0 | [1] | 728,013,000 | [1] | 0 | [1] | ' | ' |
Value of the embedded conversion premium, included in net debt (discount) | ' | ' | ' | ' | $53,700,000 | $56,700,000 | ||||
[1] | The carrying amount of the Convertible Notes is net of an embedded conversion premium totaling $53.7 million. |
Significant_Credit_and_Revenue1
Significant Credit and Revenue Concentration - Narrative (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Number of tenants | 421 | ' | 377 |
Shopko And Pamida | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Rental revenue in percentage of total revenue | 14.30% | 14.40% | ' |
Rental revenue by combined properties operated by tenants | 13.50% | ' | 14.40% |
Revenues | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Number of tenants | 0 | 0 | ' |
Revenues | Minimum | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Rental revenue in percentage of total revenue | 10.00% | 10.00% | ' |
Discontinued_Operations_Net_Ga
Discontinued Operations - Net Gains or Losses from Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Property | Property | Property | Property | |||||
Revenues: | ' | ' | ' | ' | ||||
Rent | $300 | $2,811 | $917 | $7,261 | ||||
Non-cash rent | 27 | 141 | 0 | 16 | ||||
Other | 3 | 306 | 2,953 | 313 | ||||
Total revenues | 330 | 3,258 | 3,870 | 7,590 | ||||
Expenses: | ' | ' | ' | ' | ||||
General and administrative | 1 | -11 | 13 | 5 | ||||
Property costs | 41 | 424 | 236 | 763 | ||||
Interest | 0 | 47 | 0 | 241 | ||||
Depreciation and amortization | 0 | 864 | 0 | 3,454 | ||||
Impairments | 0 | 1,963 | 0 | 5,853 | ||||
Total expenses | 42 | 3,287 | 249 | 10,316 | ||||
Gain (loss) from discontinued operations before other income | 288 | -29 | 3,621 | -2,726 | ||||
Other income: | ' | ' | ' | ' | ||||
Gain on debt extinguishment | 0 | 0 | 0 | 1,028 | ||||
Other | 0 | 23 | 0 | 68 | ||||
Total other income | 0 | 23 | 0 | 1,096 | ||||
Income (loss) from discontinued operations | 288 | -6 | 3,621 | -1,630 | ||||
Gain on dispositions of assets | 403 | 1,237 | 488 | 1,226 | ||||
Income (loss) from discontinued operations | $691 | $1,231 | $4,109 | ($404) | ||||
Number of properties disposed of during period (a) | 1 | [1] | 7 | [1] | 6 | [1] | 17 | [1] |
Number of properties disposed of, including continuing and discontinued operations | ' | ' | 19 | ' | ||||
[1] | During the nine months ended September 30, 2014, 19 properties were sold, but only six of them were held for sale at December 31, 2013 and not subject to early adoption of ASU 2014-08 and are recorded as discontinued operations. |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information - Schedule of Cash Flow, Supplemental Disclosures (Details) (USD $) | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Supplemental Cash Flow Elements [Abstract] | ' | ' | ||
Distributions declared and unpaid | ($66,259) | ($50,194) | ||
Real estate properties acquired under 1031 exchange | 26,677 | 0 | ||
Real estate properties sold under 1031 exchange | -5,893 | 0 | ||
Gross equity component of Convertible Notes | -56,740 | 0 | ||
Net assets acquired in Merger in exchange for common stock | 0 | 1,735,682 | ||
Common stock registered in exchange for net assets acquired | 0 | -2,025,736 | ||
Reduction of debt included in consideration on sale of certain real estate properties | 5,001 | 149,156 | ||
Reduction of debt, net of assets surrendered to lender | 0 | 1,069 | ||
Accrued interest capitalized to principal | 997 | [1] | 0 | [1] |
Accrued performance share dividend rights | -420 | -73 | ||
Accrued deferred financing costs | $0 | ($1,057) | ||
[1] | Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Incentive_Award_Plan_and_Stock1
Incentive Award Plan and Stock Option Plan - Narrative (Detail) (USD $) | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 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) | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants in period (in shares) | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' |
Deferred compensation expense | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' |
Outstanding non vested restricted shares (in shares) | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' |
Shares of common stock available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | 242,883 | ' | ' | ' |
Multiplier for shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 250.00% |
Stock-based compensation expense | ' | 3 | 2.8 | 8.5 | 6.9 | ' | ' | 3.3 | ' | ' | ' |
Potential grants in period based on total shareholder return (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' |
Dividend rights accrued | ' | ' | ' | ' | ' | ' | ' | 0.6 | ' | ' | ' |
Unamortized stock based compensation expense | ' | ' | ' | ' | ' | ' | ' | $14.70 | $15.60 | ' | ' |
Income_Per_Share_Computation_o
Income Per Share - Computation of Basic and Diluted Loss Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Basic and diluted income (loss): | ' | ' | ' | ' | ||||
Income (loss) from continuing operations | $5,728 | ($23,139) | ($73,704) | ($41,505) | ||||
Gain on dispositions of assets | 1,251 | 0 | 1,683 | 0 | ||||
Less: income attributable to unvested restricted stock | -215 | -303 | -882 | -1,001 | ||||
Income (loss) used in basic and diluted income (loss) per share from continuing operations | 6,764 | -23,442 | -72,903 | -42,506 | ||||
Income (loss) from discontinued operations | 691 | 1,231 | 4,109 | -404 | ||||
Net income (loss) attributable to common stockholders used in basic and diluted income (loss) per share | $7,455 | ($22,211) | ($68,794) | ($42,910) | ||||
Basic and diluted weighted average shares of common stock outstanding: | ' | ' | ' | ' | ||||
Weighted average shares of common stock outstanding (in shares) | 398,799,661 | 331,946,412 | 384,485,286 | 219,005,588 | ||||
Less: unvested weighted average shares of restricted stock (in shares) | -1,992,005 | -2,418,538 | -1,959,672 | -2,256,210 | ||||
Weighted average number of shares outstanding used in basic income (loss) per share (in shares) | 396,807,656 | 329,527,874 | 382,525,614 | 216,749,378 | ||||
Dilutive weighted average shares of common stock | ' | ' | ' | ' | ||||
Weighted average number of shares of common stock used in dilutive income (loss) per share (in shares) | 397,613,583 | [1] | 329,527,874 | [1] | 382,525,614 | [1] | 216,749,378 | [1] |
Dilutive shares (in shares) | 761,523 | 702,216 | 1,528,683 | 793,534 | ||||
Unvested shares of restricted stock | ' | ' | ' | ' | ||||
Dilutive weighted average shares of common stock | ' | ' | ' | ' | ||||
Dilutive shares (in shares) | 761,523 | 607,505 | 787,546 | 761,617 | ||||
Unvested performance shares | ' | ' | ' | ' | ||||
Dilutive weighted average shares of common stock | ' | ' | ' | ' | ||||
Dilutive shares (in shares) | 0 | 94,711 | 736,104 | 31,917 | ||||
Stock options | ' | ' | ' | ' | ||||
Dilutive weighted average shares of common stock | ' | ' | ' | ' | ||||
Dilutive shares (in shares) | 0 | 0 | 5,033 | 0 | ||||
Convertible notes | ' | ' | ' | ' | ||||
Dilutive weighted average shares of common stock | ' | ' | ' | ' | ||||
Dilutive shares (in shares) | ' | ' | 0 | ' | ||||
Unvested performance shares | ' | ' | ' | ' | ||||
Dilutive weighted average shares of common stock | ' | ' | ' | ' | ||||
Dilutive weighted average share of common stock (in shares) | 800,717 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Stock options | ' | ' | ' | ' | ||||
Dilutive weighted average shares of common stock | ' | ' | ' | ' | ||||
Dilutive weighted average share of common stock (in shares) | 5,210 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
[1] | Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. |
Income_Per_Share_Narrative_Det
Income Per Share - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Dilutive shares (in shares) | 761,523 | 702,216 | 1,528,683 | 793,534 |
Convertible notes | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Dilutive shares (in shares) | ' | ' | 0 | ' |