Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | May 04, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SPIRIT REALTY CAPITAL, INC. | |
Trading Symbol | SRC | |
Entity Central Index Key | 1,308,606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | The Company is restating its interim unaudited consolidated financial statements for the quarter ended March 31, 2015. See the Company's Current Report on Form 8-K filed with the SEC on October 19, 2016 for additional details. When the Company disposes of real estate assets, if the real estate assets constitute a business, a portion of the Company’s goodwill should be allocated to the carrying value of the business disposed of to determine the gain/loss on disposal. Further, when the Company classifies real estate assets that constitute a business as held for sale, the carrying amount used to determine an impairment loss, if any, should include an allocation of goodwill, in accordance with ASC 350 “Intangibles - Goodwill and Other." Historically, the Company did not allocate goodwill resulting from the Cole II Merger to real estate assets disposed of or consider the amount of goodwill attributable to real estate assets held for sale in assessing impairment in the Company’s consolidated financial statements as of and for the three months ended March 31, 2015. As explained in Note 2 to the consolidated financial statements included within this Form 10-Q/A (as defined below), the restatement is a correction of an error in the application of the accounting treatment under ASC 350. For each real estate asset that constitutes a business that was disposed of or classified as held for sale, the restatement reflects an allocation of goodwill that has been derived based upon the proportionate fair value of the real estate asset to the fair value of the Company’s reporting unit (i.e. the Company's equity). This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, initially filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2015 (the “Original Filing”), is being filed to reflect the restatement of (i) the Company’s consolidated balance sheet at March 31, 2015 and (ii) the Company’s consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for the three months ended March 31, 2015, and the notes related thereto. Additionally, although the effects were determined to be immaterial, the Company’s consolidated balance sheet as of December 31, 2014 and the Company’s consolidated statements of operations, comprehensive income and cash flows for the three months ended March 31, 2014 included in this Form 10-Q/A are being restated to reflect the correction of these errors. For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing in its entirety and only amends and restates Items 1, 2, and 4 of Part I of the Original Filing to reflect the adjustments described above. No other information in the Original Filing is amended. For a more detailed description of these matters, see Note 2 to the accompanying consolidated financial statements in this Form 10-Q/A. Additionally, the Company remains in compliance with all of its debt agreements and financial covenants. Pursuant to the rules of the SEC, Item 6 of Part II of the Original Filing has been amended to contain the currently-dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Form 10-Q/A as Exhibits 31.1, 31.2 and 32.1, respectively. | |
Entity Common Stock, Shares Outstanding | 441,445,875 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Real estate investments: | ||||
Land and improvements | $ 2,666,746 | $ 2,614,630 | ||
Buildings and improvements | 4,651,097 | 4,579,166 | ||
Total real estate investments | 7,317,843 | 7,193,796 | ||
Less: accumulated depreciation | (779,083) | (752,210) | ||
Real estate investments, net | 6,538,760 | 6,441,586 | ||
Loans receivable, net | 107,403 | 109,425 | ||
Intangible lease assets, net | 573,925 | 590,073 | ||
Real estate assets under direct financing leases, net | 52,852 | 56,564 | ||
Real estate assets held for sale, net | 175,794 | 119,046 | ||
Net investments | 7,448,734 | 7,316,694 | ||
Cash and cash equivalents | 108,134 | 176,181 | $ 29,984 | $ 66,588 |
Deferred costs and other assets, net | 149,789 | 185,507 | ||
Goodwill | 283,664 | 285,848 | ||
Total assets | 7,990,321 | 7,964,230 | ||
Liabilities: | ||||
Revolving Credit Facilities, net | 181,518 | 15,114 | ||
Mortgages and notes payable, net | 3,456,609 | 3,629,998 | ||
Convertible Notes, net | 681,109 | 678,190 | ||
Total debt, net | 4,319,236 | 4,323,302 | ||
Intangible lease liabilities, net | 204,161 | 205,968 | ||
Accounts payable, accrued expenses and other liabilities | 122,973 | 123,298 | ||
Total liabilities | 4,646,370 | 4,652,568 | ||
Commitments and contingencies (see Note 8) | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value, 750,000,000 shares authorized: 418,401,109 shares and 411,350,440 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 4,184 | 4,113 | ||
Capital in excess of par value | 4,443,468 | 4,361,320 | ||
Accumulated deficit | (1,102,083) | (1,052,688) | ||
Accumulated other comprehensive loss | (1,618) | (1,083) | ||
Treasury stock, at cost | 0 | 0 | ||
Total stockholders’ equity | 3,343,951 | 3,311,662 | ||
Total liabilities and stockholders’ equity | $ 7,990,321 | $ 7,964,230 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 418,401,109 | 411,350,440 |
Common stock, shares outstanding (in shares) | 418,401,109 | 411,350,440 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | Mar. 16, 2015 | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | |||
Rentals | $ 154,518 | $ 137,479 | |
Interest income on loans receivable | 1,722 | 1,837 | |
Earned income from direct financing leases | 795 | 846 | |
Tenant reimbursement income | 4,631 | 3,319 | |
Interest income and other | 621 | 491 | |
Total revenues | 162,287 | 143,972 | |
Expenses: | |||
General and administrative | 12,600 | 11,067 | |
Property costs | 7,407 | 5,282 | |
Real estate acquisition costs | 1,093 | 1,281 | |
Interest | 57,914 | 54,399 | |
Depreciation and amortization | 66,296 | 60,549 | |
Impairments | 2,200 | 1,911 | |
Total expenses | 147,510 | 134,489 | |
Income from continuing operations before other expense and income tax expense | 14,777 | 9,483 | |
Other expense: | |||
Loss on debt extinguishment | (1,230) | 0 | |
Total other expense | (1,230) | 0 | |
Income from continuing operations before income tax expense | 13,547 | 9,483 | |
Income tax expense | (362) | (217) | |
Income from continuing operations | 13,185 | 9,266 | |
Discontinued operations: | |||
Income from discontinued operations | 227 | 3,054 | |
Loss on dispositions of assets | 0 | (7) | |
Income from discontinued operations | 227 | 3,047 | |
Income before gain on dispositions of assets | 13,412 | 12,313 | |
Gain on dispositions of assets | 9,151 | 1,535 | |
Net income attributable to common stockholders | $ 22,563 | $ 13,848 | |
Net income per share of common stock—basic: | |||
Continuing operations (in USD per share) | $ 0.05 | $ 0.03 | |
Discontinued operations (in USD per share) | 0 | 0.01 | |
Net income per share attributable to common stockholders—basic (in USD per share) | 0.05 | 0.04 | |
Net income per share of common stock—diluted: | |||
Continuing operations (in USD per share) | 0.05 | 0.03 | |
Discontinued operations (in USD per share) | 0 | 0.01 | |
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.05 | $ 0.04 | |
Weighted average common shares outstanding: | |||
Basic (in shares) | 411,017,895 | 368,684,942 | |
Diluted (in shares) | 411,622,434 | 369,387,638 | |
Dividends declared per common share issued (in USD per share) | $ 0.17 | $ 0.17 | $ 0.16625 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 22,563 | $ 13,848 |
Other comprehensive income (loss): | ||
Change in net unrealized losses on cash flow hedges | (852) | (402) |
Net cash flow hedge losses reclassified to operations | 317 | 323 |
Total comprehensive income | $ 22,028 | $ 13,769 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 3 months ended Mar. 31, 2015 - USD ($) $ in Thousands | Total | Common Stock Shares | Common Stock Par Value | Capital in Excess of Par Value | Accumulated Deficit | AOCL |
Beginning balance (in shares) at Dec. 31, 2014 | 411,350,440 | |||||
Beginning balance at Dec. 31, 2014 | $ 3,311,662 | $ 4,113 | $ 4,361,320 | $ (1,052,688) | $ (1,083) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 22,563 | 22,563 | ||||
Other comprehensive income | (535) | (535) | ||||
Dividends declared on common stock | (71,123) | (71,123) | ||||
Repurchase of shares of common stock (in shares) | (60,603) | |||||
Repurchase of shares of common stock | (720) | (720) | ||||
Issuance of common shares, net (in shares) | 6,610,100 | |||||
Issuance of shares of common stock, net | 78,552 | 66 | 78,486 | |||
Stock based compensation, net (in shares) | 501,172 | |||||
Stock-based compensation, net | 3,552 | 5 | 3,662 | (115) | ||
Ending balance (in shares) at Mar. 31, 2015 | 418,401,109 | |||||
Ending balance at Mar. 31, 2015 | $ 3,343,951 | $ 4,184 | $ 4,443,468 | $ (1,102,083) | $ (1,618) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Operating activities | |||
Net income attributable to common stockholders | $ 22,563 | $ 13,848 | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||
Depreciation and amortization | 66,296 | 60,549 | |
Impairments | 2,234 | 1,911 | |
Amortization of deferred financing costs | 2,072 | 973 | |
Derivative net settlements, amortization and other interest rate hedge losses | (28) | (26) | |
Amortization of debt discounts (premiums) | 476 | (929) | |
Stock-based compensation expense | 3,827 | 2,452 | |
Loss on debt extinguishment | 1,230 | 0 | |
Debt extinguishment costs | (2,733) | 0 | |
Gains on dispositions of real estate and other assets, net | (9,151) | (1,528) | |
Non-cash revenue | (4,809) | (3,962) | |
Other | (14) | 121 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | (1,938) | (1,510) | |
Accounts payable, accrued expenses and other liabilities | (420) | (6,055) | |
Net cash provided by operating activities | 79,605 | 65,844 | |
Investing activities | |||
Acquisitions/investments of real estate | (265,740) | (157,972) | |
Collections of principal on loans receivable and real estate assets under direct financing leases | 1,452 | 1,319 | |
Proceeds from dispositions of real estate and other assets | 71,547 | 6,243 | |
Transfers of net sales proceeds (to) from restricted accounts under 1031 Exchanges | (6,937) | 20,784 | |
Transfers of net sales proceeds from (to) Master Trust Release | 43,412 | (6,345) | |
Net cash used in investing activities | (156,266) | (135,971) | |
Financing activities | |||
Borrowings under Revolving Credit Facilities | 345,000 | 180,535 | |
Repayments under Revolving Credit Facilities | (175,101) | (80,049) | |
Borrowings under Convertible Notes | 0 | 10,000 | |
Repayments under mortgages and notes payable | (167,102) | (14,116) | |
Deferred financing costs | (3,562) | (503) | |
Proceeds from issuance of common stock, net of offering costs | 78,552 | 0 | |
Proceeds from exercise of stock options | 0 | 183 | |
Purchase of shares of common stock | (720) | (104) | |
Dividends paid/distributions to equity owners | (70,046) | (61,573) | |
Transfers from (to) escrow deposits with lenders | 1,593 | (850) | |
Net cash provided by financing activities | 8,614 | 33,523 | |
Net decrease in cash and cash equivalents | (68,047) | (36,604) | |
Cash and cash equivalents, beginning of period | 176,181 | 66,588 | $ 66,588 |
Cash and cash equivalents, end of period | $ 108,134 | $ 29,984 | $ 176,181 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization | Organization Company Organization and Operations The Company 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 predominantly to tenants operating within retail, office and industrial property types. 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. The Company’s operations are carried out through the Operating Partnership. OP Holdings, one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns 1.0% of the Operating Partnership. The Corporation and a wholly-owned subsidiary are the only limited partners and together own the remaining 99.0% of the Operating Partnership. As of March 31, 2015 , our undepreciated gross investment in real estate and loans totaled approximately $8.22 billion , representing investments in 2,547 properties, including properties securing mortgage loans made by the Company. Of this amount, 98.7% consisted of our gross investment in real estate, representing ownership of 2,402 properties, having a gross investment of $8.12 billion , and the remaining 1.3% consisted of commercial mortgage loans receivable, having a gross investment of $107.4 million , secured by the remaining 145 properties or other related assets. Recent Developments 2015 Credit Facility On March 31, 2015, the Operating Partnership entered into a new $600.0 million unsecured Credit Agreement with various lenders with an initial term that expires on March 31, 2019 (extendable at the Operating Partnership's option to March 31, 2020, subject to certain requirements). The 2015 Credit Facility initially bears interest at a borrowing margin of LIBOR plus 1.70% and replaces the Operating Partnership’s previous secured $400.0 million revolving credit facility. The Credit Agreement includes an accordion feature to increase the size of the 2015 Credit Facility to up to $1.0 billion , subject to satisfying certain requirements and obtaining additional lender commitments. ATM Program Activity During the three months ended March 31, 2015 , the Corporation sold 6.6 million shares of its common stock having aggregate gross proceeds of $79.8 million and aggregate net sales proceeds of $78.6 million under its ATM Program. Acquisitions and Dispositions During the three months ended March 31, 2015 , the Company purchased 53 properties, representing an aggregate gross investment in real estate properties of $265.5 million , which includes $0.2 million in revenue producing capital expenditures in existing properties. During the same period, the Company sold 15 properties for $77.2 million in gross sales proceeds. See Note 4 for additional discussion of the Company's investments. |
Restatement
Restatement | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | Restatement The restatement of the Company's consolidated financial statements results from the Company's subsequent accounting for goodwill resulting from the Cole II Merger. Previously, the Company did not allocate goodwill to the disposal of real estate assets or held for sale real estate assets that met the definition of a business under GAAP, as required by ASC 350 “Intangibles - Goodwill and Other” in order to determine gain on disposition of assets or impairments, if any, respectively. For the disposal of real estate assets that constituted a business, goodwill and gain on disposition of assets both should have been reduced by the proportionate amount of goodwill allocated to each disposed of real estate asset. The amount of goodwill allocated is derived as the proportionate fair value of the real estate considered to be a business under GAAP at the time of sale to the fair value of the Company’s reporting unit. As a result, the restated consolidated balance sheet includes a reduction to goodwill of $ 7.8 million at March 31, 2015 and the restated consolidated statement of operations includes a reduction to gain on disposition of assets of $ 2.2 million for the three months ended March 31, 2015. The restated consolidated balance sheet includes a reduction to goodwill of $ 5.6 million at December 31, 2014 and the restated consolidated statement of operations includes a reduction to gain on disposition of assets of $ 0.2 million for the three months ended March 31, 2014. Further, in evaluating the impairment on held for sale real estate assets considered to be a business under GAAP, the proportionate amount of goodwill attributable to the real estate asset held for sale should be considered in determining the amount of impairment, if any. The amount of goodwill attributed is derived as the proportionate fair value of the real estate asset considered to be a business under GAAP held for sale at measurement date to the fair value of the Company’s reporting unit. As a result, the restated consolidated balance sheet includes a reduction to real estate assets held for sale, net of $ 1.4 million at March 31, 2015 and the restated consolidated statement of operations includes an increase to impairments of $ 0.6 million for the three months ended March 31, 2015. The restated consolidated balance sheet includes a reduction to real estate assets held for sale, net of $ 0.9 million at December 31, 2014 and the restated consolidated statement of operations includes an increase to impairments of $ 0.2 million for the three months ended March 31, 2014. The Company has historically presented share repurchases as treasury stock (thereby reducing stockholders’ equity) in the consolidated balance sheets and consolidated statements of stockholders’ equity. However, the Company is incorporated in Maryland and under Maryland law, there is no concept of treasury stock. Therefore, shares repurchased should be considered retired and constitute authorized but unissued shares rather than treasury stock as previously presented. As a result, during the three months ended March 31, 2015, the Company has corrected the classification error and the amount previously reported as treasury stock of $4.9 million at December 31, 2014 is presented as a reduction to common stock and an increase in accumulated deficit in the restated consolidated balance sheet and consolidated statement of stockholders' equity. In addition, the number of shares previously disclosed as issued has been reduced by the number of shares repurchased of 473,599 at December 31, 2014. This change does not affect previously disclosed shares outstanding, total stockholders’ equity or earnings per share computations. The consolidated financial statements included in this Form 10-Q/A have been restated as of March 31, 2015 and for the three months then ended to reflect the adjustments described above. The consolidated financial statements included in this Form 10-Q/A have been restated as of December 31, 2014 and for the three months ended March 31, 2014 to reflect the adjustments described above. The following statements present the effect of the restatement on (i) the Company's consolidated balance sheets at March 31, 2015 and December 31, 2014, (ii) the Company's consolidated statements of operations for the three months ended March 31, 2015 and 2014 and (iii) the Company's consolidated statements of cash flows for the three months ended March 31, 2015 and 2014. The Company did not present a summary of the effect of the restatement on the consolidated statement of stockholders' equity for any of the above referenced periods because the impact to stockholders' equity is reflected below in the restated consolidated balance sheets. The Company did not present a summary of the effect of the restatement on the consolidated statements of comprehensive income for any of the above referenced periods because the impact to net income is reflected below in the restated consolidated statements of operations and the restatement adjustments did not affect any other component of comprehensive income. The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at March 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,666,746 $ — $ 2,666,746 Buildings and improvements 4,651,097 — 4,651,097 Total real estate investments 7,317,843 — 7,317,843 Less: accumulated depreciation (779,083 ) — (779,083 ) 6,538,760 — 6,538,760 Loans receivable, net 107,403 — 107,403 Intangible lease assets, net 573,925 — 573,925 Real estate assets under direct financing leases, net 52,852 — 52,852 Real estate assets held for sale, net 177,237 (1,443 ) 175,794 Net investments 7,450,177 (1,443 ) 7,448,734 Cash and cash equivalents 108,134 — 108,134 Deferred costs and other assets, net 149,789 — 149,789 Goodwill 291,421 (7,757 ) 283,664 Total assets $ 7,999,521 $ (9,200 ) $ 7,990,321 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ 181,518 $ — $ 181,518 Mortgages and notes payable, net 3,456,609 — 3,456,609 Convertible Notes, net 681,109 — 681,109 Total debt, net 4,319,236 — 4,319,236 Intangible lease liabilities, net 204,161 — 204,161 Accounts payable, accrued expenses and other liabilities 122,973 — 122,973 Total liabilities 4,646,370 — 4,646,370 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,189 (5 ) 4,184 Capital in excess of par value 4,443,468 — 4,443,468 Accumulated deficit (1,087,306 ) (14,777 ) (1,102,083 ) Accumulated other comprehensive loss (1,618 ) — (1,618 ) Treasury stock, at cost (5,582 ) 5,582 — Total stockholders’ equity 3,353,151 (9,200 ) 3,343,951 Total liabilities and stockholders’ equity $ 7,999,521 $ (9,200 ) $ 7,990,321 The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at December 31, 2014 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,614,630 $ — $ 2,614,630 Buildings and improvements 4,579,166 — 4,579,166 Total real estate investments 7,193,796 — 7,193,796 Less: accumulated depreciation (752,210 ) — (752,210 ) 6,441,586 — 6,441,586 Loans receivable, net 109,425 — 109,425 Intangible lease assets, net 590,073 — 590,073 Real estate assets under direct financing leases, net 56,564 — 56,564 Real estate assets held for sale, net 119,912 (866 ) 119,046 Net investments 7,317,560 (866 ) 7,316,694 Cash and cash equivalents 176,181 — 176,181 Deferred costs and other assets, net 183,173 2,334 185,507 Goodwill 291,421 (5,573 ) 285,848 Total assets $ 7,968,335 $ (4,105 ) $ 7,964,230 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ 12,780 $ 2,334 $ 15,114 Mortgages and notes payable, net 3,629,998 — 3,629,998 Convertible Notes, net 678,190 — 678,190 Total debt, net 4,320,968 2,334 4,323,302 Intangible lease liabilities, net 205,968 — 205,968 Accounts payable, accrued expenses and other liabilities 123,298 — 123,298 Total liabilities 4,650,234 2,334 4,652,568 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,118 (5 ) 4,113 Capital in excess of par value 4,361,320 — 4,361,320 Accumulated deficit (1,041,392 ) (11,296 ) (1,052,688 ) Accumulated other comprehensive loss (1,083 ) — (1,083 ) Treasury stock, at cost (4,862 ) 4,862 — Total stockholders’ equity 3,318,101 (6,439 ) 3,311,662 Total liabilities and stockholders’ equity $ 7,968,335 $ (4,105 ) $ 7,964,230 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the three months ended March 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 154,518 $ — $ 154,518 Interest income on loans receivable 1,722 — 1,722 Earned income from direct financing leases 795 — 795 Tenant reimbursement income 4,631 — 4,631 Interest income and other 621 — 621 Total revenues 162,287 — 162,287 Expenses: General and administrative 12,600 — 12,600 Property costs 7,407 — 7,407 Real estate acquisition costs 1,093 — 1,093 Interest 57,914 — 57,914 Depreciation and amortization 66,296 — 66,296 Impairments 1,624 576 2,200 Total expenses 146,934 576 147,510 Income from continuing operations before other expense and income tax expense 15,353 (576 ) 14,777 Other expense: Loss on debt extinguishment (1,230 ) — (1,230 ) Total other expense (1,230 ) — (1,230 ) Income from continuing operations before income tax expense 14,123 (576 ) 13,547 Income tax expense (362 ) — (362 ) Income from continuing operations 13,761 (576 ) 13,185 Discontinued operations: Income from discontinued operations 227 — 227 Income before gain on dispositions of assets 13,988 (576 ) 13,412 Gain on dispositions of assets 11,336 (2,185 ) 9,151 Net income attributable to common stockholders $ 25,324 $ (2,761 ) $ 22,563 Net income per share of common stock—basic: Continuing operations $ 0.06 $ (0.01 ) $ 0.05 Discontinued operations — — — Net income per share attributable to common stockholders—basic: $ 0.06 $ (0.01 ) $ 0.05 Net income per share of common stock—diluted: Continuing operations $ 0.06 $ (0.01 ) $ 0.05 Discontinued operations — — — Net income per share attributable to common stockholders—diluted: $ 0.06 $ (0.01 ) $ 0.05 Weighted average common shares outstanding: Basic 411,017,895 — 411,017,895 Diluted 411,622,434 — 411,622,434 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the three months ended March 31, 2014 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 137,479 $ 137,479 Interest income on loans receivable 1,837 1,837 Earned income from direct financing leases 846 846 Tenant reimbursement income 3,319 3,319 Interest income and other 491 491 Total revenues 143,972 — 143,972 Expenses: General and administrative 11,067 11,067 Property costs 5,282 5,282 Real estate acquisition costs 1,281 1,281 Interest 54,399 54,399 Depreciation and amortization 60,549 60,549 Impairments 1,707 204 1,911 Total expenses 134,285 204 134,489 Income from continuing operations before income tax expense 9,687 (204 ) 9,483 Income tax expense (217 ) (217 ) Income from continuing operations 9,470 (204 ) 9,266 Discontinued operations: Income from discontinued operations 3,054 3,054 Loss on dispositions of assets (7 ) (7 ) Income from discontinued operations 3,047 — 3,047 Income before gain on dispositions of assets 12,517 (204 ) 12,313 Gain on dispositions of assets 1,722 (187 ) 1,535 Net income attributable to common stockholders $ 14,239 $ (391 ) $ 13,848 Net income per share of common stock—basic: Continuing operations $ 0.03 $ — $ 0.03 Discontinued operations 0.01 — 0.01 Net income per share attributable to common stockholders—basic: $ 0.04 $ — $ 0.04 Net income per share of common stock—diluted: Continuing operations $ 0.03 $ — $ 0.03 Discontinued operations 0.01 — 0.01 Net income per share attributable to common stockholders—diluted: $ 0.04 $ — $ 0.04 Weighted average common shares outstanding: Basic 368,684,942 — 368,684,942 Diluted 369,387,638 — 369,387,638 The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the three months ended March 31, 2015 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 25,324 $ (2,761 ) $ 22,563 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 66,296 — 66,296 Impairments 1,658 576 2,234 Amortization of deferred financing costs 2,072 — 2,072 Derivative net settlements, amortization and other interest rate hedge losses (28 ) — (28 ) Amortization of debt (premiums) discounts 476 — 476 Stock-based compensation expense 3,827 — 3,827 Loss (gain) on debt extinguishment 1,230 — 1,230 Debt extinguishment costs (2,733 ) — (2,733 ) Gains on dispositions of real estate and other assets, net (11,336 ) 2,185 (9,151 ) Non-cash revenue (4,809 ) — (4,809 ) Other (14 ) — (14 ) Changes in operating assets and liabilities: Deferred costs and other assets, net (1,938 ) — (1,938 ) Accounts payable, accrued expenses and other liabilities (420 ) — (420 ) Net cash provided by operating activities 79,605 — 79,605 Investing activities Acquisitions/investments of real estate (265,740 ) — (265,740 ) Collections of principal on loans receivable and real estate assets under direct financing leases 1,452 — 1,452 Proceeds from dispositions of real estate and other assets 71,547 — 71,547 Transfers of net sales proceeds to restricted accounts under 1031 exchanges (6,937 ) — (6,937 ) Transfers of net sales proceeds from Master Trust Release 43,412 — 43,412 Net cash used in investing activities (156,266 ) — (156,266 ) Financing activities Borrowings under credit facilities 345,000 — 345,000 Repayments under credit facilities (175,101 ) — (175,101 ) Borrowings under Convertible Notes — — — Borrowings under mortgages and notes payable — — — Repayments under mortgages and notes payable (167,102 ) — (167,102 ) Deferred financing costs (3,562 ) — (3,562 ) Proceeds from issuance of common stock, net of offering costs 78,552 — 78,552 Proceeds from exercise of stock options — — — Purchase of shares of common stock (720 ) — (720 ) Dividends paid/distributions to equity owners (70,046 ) — (70,046 ) Transfers from escrow deposits with lenders 1,593 — 1,593 Net cash provided by financing activities 8,614 — 8,614 Net decrease in cash and cash equivalents (68,047 ) — (68,047 ) Cash and cash equivalents, beginning of period 176,181 — 176,181 Cash and cash equivalents, end of period $ 108,134 $ — $ 108,134 The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the three months ended March 31, 2014 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 14,239 $ (391 ) $ 13,848 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 60,549 — 60,549 Impairments 1,707 204 1,911 Amortization of deferred financing costs 973 — 973 Derivative net settlements, amortization and other interest rate hedge losses (26 ) — (26 ) Amortization of debt (premiums) discounts (929 ) — (929 ) Stock-based compensation expense 2,452 — 2,452 Loss (gain) on debt extinguishment — — — Debt extinguishment costs — — — Gains on dispositions of real estate and other assets, net (1,715 ) 187 (1,528 ) Non-cash revenue (3,962 ) — (3,962 ) Other 121 — 121 Changes in operating assets and liabilities: Deferred costs and other assets, net (1,510 ) — (1,510 ) Accounts payable, accrued expenses and other liabilities (6,055 ) — (6,055 ) Net cash provided by operating activities 65,844 — 65,844 Investing activities Acquisitions/investments of real estate (157,972 ) — (157,972 ) Collections of principal on loans receivable and real estate assets under direct financing leases 1,319 — 1,319 Proceeds from dispositions of real estate and other assets 6,243 — 6,243 Transfers of net sales proceeds from restricted accounts under 1031 Exchanges 20,784 — 20,784 Transfers of net sales proceeds to Master Trust Release (6,345 ) — (6,345 ) Net cash used in investing activities (135,971 ) — (135,971 ) Financing activities Borrowings under credit facilities 180,535 — 180,535 Repayments under credit facilities (80,049 ) — (80,049 ) Borrowings under mortgages and notes payable 10,000 — 10,000 Repayments under mortgages and notes payable (14,116 ) — (14,116 ) Deferred financing costs (503 ) — (503 ) Proceeds from issuance of common stock, net of offering costs — — — Proceeds from exercise of stock options 183 — 183 Purchase of shares of common stock (104 ) — (104 ) Dividends paid/distributions to equity owners (61,573 ) — (61,573 ) Transfers to escrow deposits with lenders (850 ) — (850 ) Net cash provided by financing activities 33,523 — 33,523 Net decrease in cash and cash equivalents (36,604 ) — (36,604 ) Cash and cash equivalents, beginning of period 66,588 — 66,588 Cash and cash equivalents, end of period $ 29,984 $ — $ 29,984 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting and Principles of Consolidation The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited 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 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, 2014 . The unaudited consolidated financial statements include the accounts of the Corporation 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 encumbered by indebtedness (see Note 5). As a result, the majority of the Company’s consolidated assets are held in these wholly-owned special purpose entities. 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 March 31, 2015 and December 31, 2014 , net assets totaling $5.2 billion and $5.7 billion , respectively, were held, and net liabilities totaling $3.6 billion and $3.8 billion , respectively, were owed by these special purpose entities and are included in the accompanying 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. During the quarter ended March 31, 2015, the Company elected to early adopt ASU 2015-03 described below. Under the ASU, capitalized deferred financing costs, previously recorded in deferred costs and other assets on the consolidated balance sheet, are presented as a direct deduction from the carrying amount of the debt liability these costs relate to and retrospectively applied to prior periods. As of December 31, 2014, unamortized deferred financing costs of approximately $48.7 million was previously presented in deferred costs and other assets, net on the consolidated balance sheet. Of the $48.7 million , $46.3 million is now presented as a reduction of debt as of December 31, 2014. The remaining $2.3 million continues to be included in deferred costs and other assets, net as it relates to the revolving credit facilities. Segment Reporting 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 in 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 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 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 in which the tenant operates. The Company provided for reserves for uncollectible amounts totaling $9.2 million and $8.4 million at March 31, 2015 and December 31, 2014 , respectively, against accounts receivable balances of $22.4 million and $21.3 million , respectively; receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability 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. The Company established a provision for losses of $9.0 million and $10.9 million at March 31, 2015 and December 31, 2014 , respectively, against deferred rental revenue receivables of $50.7 million and $48.3 million , respectively. 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 March 31, 2015 or December 31, 2014 . 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 March 31, 2015 and December 31, 2014 , there were no mortgages or notes on nonaccrual st atus. Restricted Cash and Escrow Deposits Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying consolidated balance sheets consisted of the following (in thousands): March 31, December 31, Collateral deposits (1) $ 29,783 $ 29,483 Tenant improvements, repairs, and leasing commissions (2) 13,130 13,427 Master Trust Release (3) 9,658 53,069 Title company escrow (4) 6,937 — Loan impounds (5) 671 794 Other (6) 2,097 3,571 $ 62,276 $ 100,344 (1) Funds held in reserve by lenders which, at their sole discretion, can be applied to the repayment of debt. Any funds remaining on deposit after the debt is paid in full are released to the borrower. (2) Deposits held on collateral properties by lenders that are reserved to fund tenant improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets within the Spirit Master Funding Program, which are held on deposit as collateral until a qualifying substitution is made. (4) Includes net sales proceeds from property dispositions that can be released upon qualified re-investment from 1031 Exchanges. (5) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (6) Funds held in lender controlled accounts released within the following month after debt service requirements are met. A significant amount of these reserves were established in connection with obtaining lender consents relating to our IPO during 2012 and the Cole II Merger during 2013. Income Taxes The Company has elected to be taxed as a REIT under the Code. 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 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 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 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 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company early adopted the provisions of ASU 2015-03 beginning with the period ended March 31, 2015, and has applied the provisions retrospectively. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Investments Real Estate Investments As of March 31, 2015, the Company's gross investment in real estate and loans totaled approximately $8.22 billion , representing investments in 2,547 properties, including 145 properties securing mortgage loans. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and the carrying amount of loans receivable, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with only one state, Texas, with an 11.9% investment, accounting for more than 10% of the total dollar amount of the Company’s investment portfolio. 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. During the three months ended March 31, 2015 , the Company had the following real estate and loan activity, net of accumulated depreciation and amortization, as restated: Number of Properties Dollar Amount of Investments, net Owned (3) Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2014 2,364 145 2,509 $ 7,934,072 $ 109,425 $ 8,043,497 Acquisitions/improvements (1) (3) 53 — 53 265,740 — 265,740 Dispositions of real estate (2) (3) (15 ) — (15 ) (78,428 ) — (78,428 ) Principal payments and payoffs — — — — (1,403 ) (1,403 ) Impairments — — — (2,132 ) — (2,132 ) Write off of gross lease intangibles — — — (1,844 ) — (1,844 ) Loan premium amortization and other — — — (49 ) (619 ) (668 ) Gross balance, March 31, 2015 2,402 145 2,547 $ 8,117,359 $ 107,403 $ 8,224,762 Accumulated depreciation and amortization (981,784 ) — (981,784 ) Other non-real estate assets held for sale 1,595 — 1,595 Net balance, March 31, 2015 $ 7,137,170 $ 107,403 $ 7,244,573 (1) Includes investments of $0.2 million in revenue producing capitalized expenditures, as well as $0.2 million of non-revenue producing capitalized maintenance expenditures. Capitalized maintenance expenditures are not included in the Company's gross investments in real estate disclosed elsewhere. (2) The total accumulated depreciation and amortization associated with these dispositions of real estate was $12.5 million . (3) During the three months ended March 31, 2015, the Company sold 6 properties for $39.4 million under 1031 Exchanges of which $32.5 million of this amount was used to partially fund 4 property acquisitions. (4) At March 31, 2015 and December 31, 2014 , 42 and 37 , respectively, of the Company's properties were vacant, not subject to a lease and in the Company’s possession; of this amount 14 and 8 , respectively, of these properties were held for sale. Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases at March 31, 2015 (in thousands): Remainder of 2015 $ 459,105 2016 600,209 2017 585,456 2018 570,474 2019 550,798 Thereafter 4,320,779 Total future minimum rentals $ 7,086,821 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 CPI or other stipulated reference rate. 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. Loans Receivable The following table details loans receivable, net of premium (in thousands): March 31, December 31, Mortgage - principal $ 95,204 $ 96,594 Mortgage - premium 11,833 12,452 Mortgages, net 107,037 109,046 Other note - principal 366 379 Total loans receivable, net $ 107,403 $ 109,425 The mortgage loans are secured by single-tenant commercial properties and may provide for scheduled increases in interest rates over the term of the loans. The other note receivable is unsecured. Lease Intangibles, Net The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): March 31, December 31, In-place leases $ 670,127 $ 676,665 Above-market leases 100,125 100,568 Less: accumulated amortization (196,327 ) (187,160 ) Intangible lease assets, net $ 573,925 $ 590,073 Below-market leases $ 239,050 $ 237,593 Less: accumulated amortization (34,889 ) (31,625 ) Intangible lease liabilities, net $ 204,161 $ 205,968 The amounts amortized as a net increase to rental revenue for capitalized above- and below-market leases was $1.4 million and $1.3 million for the three months ended March 31, 2015 and 2014 , respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $12.8 million and $13.4 million for the three months ended March 31, 2015 and 2014 , respectively. Real Estate Assets Under Direct Financing Leases The components of real estate investments held under direct financing leases were as follows (in thousands): March 31, December 31, Minimum lease payments receivable $ 15,053 $ 15,897 Estimated residual value of leased assets 52,195 55,858 Unearned income (14,396 ) (15,191 ) Total $ 52,852 $ 56,564 Real Estate Assets Held for Sale The following table shows the activity in real estate assets held for sale, for continuing and discontinued operations, for the three months ended March 31, 2015 , as restated: Number of Properties Carrying Value Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total (In Thousands) Balance, December 31, 2014 19 5 24 $ 110,052 $ 8,994 $ 119,046 Transfers from real estate investments 23 — 23 105,399 (34 ) 105,365 Sales (10 ) — (10 ) (48,617 ) — (48,617 ) Balance, March 31, 2015 32 5 37 $ 166,834 $ 8,960 $ 175,794 Properties included in discontinued operations as of March 31, 2015, are collateral assets under the 2014 Master Trust securitization. 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 accompanying consolidated balance sheets (in thousands): March 31, December 31, Assets Land and improvements $ 5,335 $ 5,351 Buildings and improvements 5,780 5,798 Total real estate investments 11,115 11,149 Less: accumulated depreciation (2,167 ) (2,167 ) Intangible lease assets, net 460 460 Total assets $ 9,408 $ 9,442 Liabilities Intangible lease liabilities, net $ 448 $ 448 Total liabilities $ 448 $ 448 Net assets $ 8,960 $ 8,994 Impairments The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations, as restated (in thousands): Three Months Ended 2015 2014 Real estate and intangible asset impairment $ 1,619 $ 1,841 Write-off of lease intangibles due to lease terminations, net 512 70 Total impairments from real estate investment net assets 2,131 1,911 Other impairment 103 — Total impairment loss in continuing and discontinued operations $ 2,234 $ 1,911 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company's debt is summarized below: Weighted Average Effective (1) Weighted Average Stated Rates (2) Weighted Average Term (3) March 31, December 31, (in Years) (In Thousands) Revolving Credit Facilities NM 2.23 % 3.8 $ 185,081 $ 15,181 Master Trust Notes 5.44 % 5.04 % 7.9 1,705,910 1,710,380 CMBS - fixed-rate 5.45 % 5.86 % 3.0 1,671,951 1,836,181 CMBS - variable-rate (4) 3.50 % 3.30 % 2.5 110,598 110,685 Convertible Notes 4.84 % 3.28 % 5.0 747,500 747,500 Unsecured fixed rate promissory note 9.12 % 7.00 % 6.8 1,269 1,293 5.33 % 4.89 % 5.3 4,422,309 4,421,220 Debt discount, net (54,574 ) (51,586 ) Deferred financing costs, net (5) (48,499 ) (46,332 ) Total debt, net $ 4,319,236 $ 4,323,302 (1) The effective interest rates include amortization of debt discount, amortization of deferred financing costs and non-utilization fees, where applicable, calculated for the three months ended March 31, 2015 and based on the average principal balance outstanding during the period. The average outstanding principal balance of the Revolving Credit Facilities was not significant during the three months ended March 31, 2015, resulting in an effective interest rate that was not meaningful. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of March 31, 2015 . (3) Represents the weighted average time to maturity based on the outstanding principal balance as of March 31, 2015 . (4) Variable-rate notes are predominantly hedged with interest rate swaps (see Note 6). (5) The Company early adopted ASU 2015-03 requiring deferred financing costs to be presented as a direct deduction from the carrying amount of the related indebtedness. Revolving Credit Facilities 2015 Credit Facility On March 31, 2015, the Operating Partnership entered into the Credit Agreement and established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The 2015 Credit Facility matures on March 31, 2019 (extendable at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements). The 2015 Credit Facility includes an accordion feature to increase the committed facility size to up to $1.0 billion , subject to satisfying certain requirements and obtaining additional lender commitments. The 2015 Credit Facility includes a $50.0 million sublimit for swingline loans and up to $60.0 million available for issuances of letters of credit. Swingline loans and letters of credit reduce availability under the 2015 Credit Facility on a dollar-for-dollar basis. The 2015 Credit Facility bears interest at LIBOR plus 1.70% based the Company's current leverage grid pricing per annum, with an unused fee of 0.15% . If the Corporation obtains an investment grade rating of its senior unsecured long-term indebtedness of at least BBB- or Baa3 from S&P or Moody's, respectively, the Operating Partnership may make an irrevocable election to change the grid pricing for the 2015 Credit Facility from leverage based to credit rating based pricing. Upon such an event, the 2015 Credit Facility will bear interest at a rate equal to either LIBOR plus 0.875% to 1.55% per annum. In each case, the applicable borrowing margin depends on the credit rating for the Corporation. If the Corporation obtains an investment grade credit rating from either S&P or Moody’s, the Operating Partnership will be required to pay a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, depending on the credit rating for the Corporation. The Operating Partnership may voluntarily prepay the 2015 Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the 2015 Credit Facility is unconditionally guaranteed by the Corporation and certain of the existing and future subsidiaries that are not currently securing or anticipated to secure other indebtedness. The 2015 Credit Facility is full recourse to the Operating Partnership and the aforementioned guarantors. As a result of entering into the 2015 Credit Facility, the Company incurred origination costs of $3.5 million . These costs are being amortized to interest expense over the remaining initial term of the 2015 Credit Facility. As of March 31, 2015 , $170.0 million was outstanding and $430.0 million of borrowing capacity was available under the 2015 Credit Facility. The Operating Partnership's ability to borrow under the 2015 Credit Facility is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of March 31, 2015, the Corporation and the Operating Partnership were in compliance with these financial covenants. 2013 Credit Facility On March 31, 2015, the secured 2013 Credit Facility was terminated and its outstanding borrowings were repaid with proceeds from the 2015 Credit Facility. Properties securing this facility became unencumbered upon its termination. The 2013 Credit Facility's borrowing margin was LIBOR plus 2.50% based on the Company's current leverage grid pricing per annum, with an unused fee of 0.35% . Upon terminating the 2013 Credit Facility, the Company recognized debt extinguishment costs of $2.0 million , resulting from the write-off of unamortized deferred financing costs. Line of Credit A special purpose entity indirectly owned by the Corporation has access to a $40.0 million secured revolving 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. As of March 31, 2015 , $15.1 million was outstanding on the Line of Credit under three separate advances and secured by three properties. Outstanding advances under the Line of Credit incurred a weighted average effective interest rate of 3.89% during the three months ended March 31, 2015 . The weighted average stated rate as of March 31, 2015 was 3.58% . The ability to borrow under the Line of Credit is subject to the Operating Partnership and special purpose entity's ongoing compliance with a number of customary financial covenants. As of March 31, 2015 , the Operating Partnership and, if applicable, the special purpose entity were in compliance with these financial covenants. Master Trust Notes The Company has access to an asset-backed securitization platform, the Spirit Master Funding Program, to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. The Spirit Master Funding Program consists of two separate securitization trusts, Master Trust 2013 and Master Trust 2014, each of which have one or multiple bankruptcy-remote, special purpose entities as issuers or co-issuers of the notes. Each issuer is an indirect wholly-owned subsidiary of the Corporation. The Master Trust Notes are summarized below: Effective (1) Stated Rates (2) Remaining Term March 31, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 6.0 % 5.1 % 5.2 $ 72,933 $ 75,489 Series 2014-1 Class A2 6.0 % 5.4 % 5.3 253,300 253,300 Series 2014-2 6.1 % 5.8 % 6.0 232,086 232,867 Series 2014-3 6.0 % 5.7 % 7.0 312,600 312,705 Series 2014-4 Class A1 3.9 % 3.5 % 4.8 150,000 150,000 Series 2014-4 Class A2 4.8 % 4.6 % 14.8 360,000 360,000 Total Master Trust 2014 notes 5.5 % 5.1 % 8.2 1,380,919 1,384,361 Series 2013-1 Class A 4.6 % 3.9 % 3.7 125,000 125,000 Series 2013-2 Class A 5.6 % 5.3 % 8.7 199,991 201,019 Total Master Trust 2013 notes 5.2 % 4.7 % 6.8 324,991 326,019 1,705,910 1,710,380 Debt discount, net (25,916 ) (26,903 ) Deferred financing costs, net (21,808 ) (22,113 ) Total Master Trust Notes, net $ 1,658,186 $ 1,661,364 (1) The effective interest rates include amortization of debt discount and amortization of deferred financing costs calculated for the three months ended March 31, 2015 based on the average principal balance outstanding during the period. (2) Represents the individual series stated interest rate as of March 31, 2015 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of March 31, 2015 . As of March 31, 2015 , the Master Trust 2014 notes were secured by 963 properties, including 82 properties securing mortgage loans issued by five indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of March 31, 2015 , the Master Trust 2013 notes were secured by 313 properties, including 77 properties securing mortgage loans, issued by a single indirect wholly-owned subsidiary of the Corporation. CMBS As of March 31, 2015 , indirect wholly-owned subsidiaries of the Corporation were borrowers under 163 fixed and 11 variable-rate non-recourse loans which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of March 31, 2015 for these fixed-rate notes ranged from 3.90% to 8.39% . The stated interest rates as of March 31, 2015 for the variable-rate notes ranged from 2.67% to 3.68% . As of March 31, 2015 , these fixed and variable-rate loans were secured by 505 and 123 properties, respectively. The Company entered into interest rate swaps that effectively fixed the interest rates at approximately 4.55% on a significant portion of the variable-rate debt (see Note 6). As of March 31, 2015 , certain borrowers were in default under the loan agreements relating to four separate CMBS fixed-rate loans where the 12 properties securing the respective loans are no longer generating sufficient revenue to pay the required debt service. The default interest rate on these loans was between 9.52% and 10.88% . Each defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of March 31, 2015 , the aggregate principal balance under the defaulted CMBS loans was $77.4 million , which includes $4.4 million of interest added to principal. In addition, approximately $14.0 million of lender controlled restricted cash is being held in connection these loans that may be applied to reduce amounts owed. Convertible Notes In May 2014, the Corporation issued $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. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021 . The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Corporation'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 the Corporation's common stock trade higher than the established thresholds, if the Convertible Notes trade below 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 feature for each of the Convertible Notes. The discount is being amortized to interest expense using the effective interest method over the term of each of the 2019 Notes and 2021 Notes. As of March 31, 2015 , the unamortized discount was $49.4 million . The discount is shown net against the aggregate outstanding principal balance of the Convertible Notes on the accompanying consolidated balance sheets. The equity component of the conversion feature is recorded in capital in excess of par value in the accompanying consolidated balance sheet, net of financing transaction costs. In connection with the offering, the Company also incurred $19.6 million in deferred financing costs. 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. As of March 31, 2015, the unamortized deferred financing costs relating to the Convertible Notes was $17.0 million . Debt Extinguishment During the quarter ended March 31, 2015, the Company extinguished a total of $162.8 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 5.76% and terminated the 2013 Credit Facility. As a result of these transactions, the Company recognized a net loss on debt extinguishment of approximately $1.2 million . Debt Maturities As of March 31, 2015 , 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 Principal Balloon Payment Total Remainder of 2015 (1) $ 22,363 $ 230,032 $ 252,395 2016 29,090 284,930 314,020 2017 28,535 816,108 844,643 2018 42,560 248,851 291,411 2019 44,520 622,000 666,520 Thereafter 289,321 1,763,999 2,053,320 Total $ 456,389 $ 3,965,920 $ 4,422,309 (1) The balloon payment balance in 2015 includes $77.4 million for the acceleration of principal payable following an event of default under four separate non-recourse CMBS loans. Interest Expense The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Three Months 2015 2014 Interest expense – Revolving Credit Facilities (1) $ 803 $ 720 Interest expense – mortgages and notes payable 48,408 53,596 Interest expense – Convertible Notes 6,127 — Interest expense – other — 6 Non-cash interest expense: Amortization of deferred financing costs 2,072 973 Amortization of net losses related to interest rate swaps 28 33 Amortization of debt (premium)/discount 476 (929 ) Total interest expense $ 57,914 $ 54,399 (1) Includes interest expense associated with non-utilization fees of approximately $0.4 million and $0.3 million for the three months ended March 31, 2015 and 2014 , respectively. |
Derivative and Hedging Activiti
Derivative and Hedging Activities | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative and Hedging Activities | Derivative and Hedging Activities The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value and included in accounts payable, accrued expenses and other liabilities on the accompanying 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 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 Fixed Interest Effective Maturity March 31, December 31, Interest Rate Swap Accounts payable, accrued expenses and other liabilities $ 10,787 4.62 % 06/28/12 07/06/17 $ (85 ) $ (46 ) Interest Rate Swap Accounts payable, accrued expenses and other liabilities $ 6,627 5.75 % 07/17/13 03/01/16 (147 ) (180 ) Interest Rate Swap Accounts payable, accrued expenses and other liabilities $ 32,400 3.15 % 07/17/13 09/05/15 (63 ) (93 ) Interest Rate Swaps (1) Accounts payable, accrued expenses and other liabilities $ 61,758 5.14 % 01/02/14 12/13/18 (1,335 ) (803 ) $ (1,630 ) $ (1,122 ) (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. 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 months ended March 31, 2015 and 2014 , respectively (in thousands): Amount of Loss Recognized in AOCL on Derivative (Effective Portion) Three Months Derivatives in Cash Flow Hedging Relationships 2015 2014 Interest rate swaps $ (852 ) $ (402 ) Amount of Loss Reclassified from AOCL into Operations (Effective Portion) Three Months Location of Loss Reclassified from AOCL into Operations 2015 2014 Interest expense $ (317 ) $ (323 ) Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) Three Months Location of Loss Recognized in Operations on Derivatives 2015 2014 General and administrative expense $ (4 ) $ — Approximately $1.1 million of the remaining balance in AOCL is estimated to be reclassified as an increase to interest expense during the next twelve 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 March 31, 2015 and December 31, 2014 , there were no termination events or events of default related to the interest rate swaps. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity ATM Program During the three months ended March 31, 2015 , the Corporation sold 6.6 million shares of its common stock at the weighted average share price of $12.07 under its ATM Program, for aggregate gross proceeds of $79.8 million and aggregate net proceeds of $78.6 million . The ATM Program was not in existence during the first quarter of 2014 . Dividends Declared For the three months ended March 31, 2015 , the Corporation's Board of Directors declared the following dividends: Declaration Date Dividend Per Share Record Date Total Amount (1) Payment Date (in thousands) March 16, 2015 $ 0.17000 March 31, 2015 $ 71,123 April 15, 2015 (1) Net of estimated forfeitures of approximately $5,000 for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of operations. The dividend declared on March 16, 2015 was paid on April 15, 2015 and is included in accounts payable, accrued expenses and other liabilities as of March 31, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
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 typically insured against such claims. As of March 31, 2015 , 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 March 31, 2015 , the Company had commitments totaling $194.7 million , of which $185.3 million relates to future acquisitions with the remainder to fund improvements on properties the Company currently owns. Commitments related to acquisitions contain standard cancellation clauses contingent on results of due diligence. All commitments are expected to be funded during fiscal year 2015. 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 consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements The Company’s assets and liabilities that are required to be measured at fair value in the accompanying consolidated financial statements are summarized below. The following table sets forth the Company’s financial liabilities that were accounted for at fair value on a recurring basis (in thousands): Fair Value Hierarchy Level Fair Value Level 1 Level 2 Level 3 March 31, 2015 Derivatives: Interest rate swaps financial liabilities $ (1,630 ) $ — $ (1,630 ) $ — December 31, 2014 Derivatives: Interest rate swaps financial liabilities $ (1,122 ) $ — $ (1,122 ) $ — 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 volatilities. These measurements are classified as Level 2 of the fair value hierarchy. Nonrecurring Fair Value Measurements Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis (in thousands): Fair Value Hierarchy Level Impairment Charges (1) (Restated) Description Fair Value Dispositions Level 1 Level 2 Level 3 March 31, 2015 Lease intangible assets $ — $ — $ — $ — $ — $ (615 ) Long-lived assets held for sale 4,495 — — — 4,495 (1,619 ) $ (2,234 ) December 31, 2014 Long-lived assets held and used $ 37,278 $ — $ — $ — $ 37,278 $ (20,679 ) Lease intangible assets 10,013 — — — 10,013 4,317 Long-lived assets held for sale 65,958 (26,721 ) — — 92,679 (21,653 ) $ (38,015 ) (1) Impairment charges are presented for the three months ended March 31, 2015 and for the year ended December 31, 2014 . 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. Estimated Fair Value of Financial Instruments 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 cost, which approximates fair value, on the accompanying consolidated balance sheets. 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 March 31, 2015 and December 31, 2014 . These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. The estimated fair values of the loans receivable, Revolving Credit Facilities, Convertible Notes and the fixed-rate mortgages and notes payable have been derived based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The loans receivable, Revolving Credit Facilities, Convertible Notes and mortgages and notes payable were measured using a market approach from nationally recognized financial institutions with market observable inputs such as interest rates and credit analytics. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands): March 31, 2015 December 31, 2014 Carrying Value (1) Estimated Fair Value Carrying Value (1) Estimated Fair Value Loans receivable, net $ 107,403 $ 113,495 $ 109,425 $ 115,747 Revolving Credit Facilities 181,518 185,212 15,114 15,254 Mortgages and notes payable, net 3,456,609 3,697,971 3,629,998 3,899,950 Convertible Notes, net 681,109 747,589 678,190 729,231 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts. |
Significant Credit and Revenue
Significant Credit and Revenue Concentration | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Significant Credit and Revenue Concentration | Significant Credit and Revenue Concentration As of March 31, 2015 and December 31, 2014 , the Company’s real estate investments are leased to 474 and 454 tenants, respectively, which operate within retail, office and industrial property types across various industries throughout the United States. Shopko operates in the general merchandise industry and is the Company’s largest tenant as a percentage of total revenue. Total rental revenues from properties leased to Shopko for the three months ended March 31, 2015 and 2014 , contributed 12.8% and 14.0% of the Company's total revenues from continuing operations, respectively. No other tenant contributed 5% or more of the Company’s total revenues during any of the periods presented. As of March 31, 2015 and December 31, 2014 , the combined properties that are operated by Shopko represent approximately 12.3% and 13.1% , respectively, of the Company’s total gross investment portfolio. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Properties that were reported as held for sale as of December 31, 2013 , will be presented in discontinued operations until the properties 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, will continue to be reclassified to discontinued operations. The following sets forth the results of discontinued operations (dollars in thousands): Three Months Ended 2015 2014 Revenues: Rent $ 310 $ 308 Non-cash rent — (29 ) Other 13 2,917 Total revenues 323 3,196 Expenses: General and administrative 1 3 Property costs 61 139 Impairments 34 — Total expenses 96 142 Income from discontinued operations 227 3,054 Loss on dispositions of assets — (7 ) Total discontinued operations $ 227 $ 3,047 Number of properties disposed of during period — 2 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents the supplemental cash flow disclosures (in thousands): Three Months Ended 2015 2014 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Reduction of debt through sale of certain real estate properties $ 3,615 $ — Accrued interest capitalized to principal (1) 1,799 — Accrued performance share dividend rights 115 — Accrued deferred financing costs 304 — (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 | 3 Months Ended |
Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Incentive Award Plan and Stock Option Plan | Incentive Award Plan As of March 31, 2015 , 2.0 million shares remained available for award under the Incentive Award Plan. Restricted Shares of Common Stock During the three months ended March 31, 2015 , the Company granted 0.4 million restricted shares under the Incentive Award Plan to certain officers and employees. The Company recorded $4.3 million in deferred compensation associated with these grants, which will be recognized in expense over the service period of the awards. As of March 31, 2015 , there were approximately 1.3 million unvested restricted shares outstanding. Performance Share Awards During the three months ended March 31, 2015 , the Compensation Committee of the Board of Directors approved an initial target grant of 236,826 performance shares to certain executive officers of the Company. The performance period of this grant runs from January 1, 2015 through December 31, 2017. Pursuant to the performance share award agreement, each participant is eligible to vest in and receive shares of the Corporation'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 TSR of the Corporation compared to certain specified peer groups 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 were declared during the performance period as if the shares had been issued and outstanding on each dividend record date. Based on the grant date fair value, the Corporation expects to recognize $3.5 million in compensation expense on a straight-line basis over the requisite service period associated with this market-based grant. As of March 31, 2015 , under each separate annual performance share award, the Corporation's TSR compared to the specified peer groups during the performance periods would have resulted in the release of 1.0 million shares, in the aggregate. In addition, approximately $0.7 million in dividend rights have been accrued. The projected shares to be released are not considered issued under the Incentive Award 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-based Compensation Expense For the three months ended March 31, 2015 and 2014 , the Company recognized $3.8 million and $2.5 million , respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of March 31, 2015 , the remaining unamortized stock-based compensation expense, including amounts relating to the performance share awards, totaled $16.2 million , 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 | 3 Months Ended |
Mar. 31, 2015 | |
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 in the computation of net income attributable to common stockholders. The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted income per share, as restated (dollars in thousands): Three Months 2015 2014 Basic and diluted earnings: Income from continuing operations $ 13,185 $ 9,266 Gain on dispositions of assets 9,151 1,535 Less: income attributable to unvested restricted stock (209 ) (333 ) Income used in basic and diluted income per share from continuing operations 22,127 10,468 Income from discontinued operations 227 3,047 Net income attributable to common stockholders used in basic and diluted income per share $ 22,354 $ 13,515 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 412,195,685 370,535,587 Less: unvested weighted average shares of restricted stock (1,177,790 ) (1,850,645 ) Weighted average number of shares outstanding used in basic income per share 411,017,895 368,684,942 Diluted weighted average shares of common stock outstanding: (1) Unvested performance shares 598,015 697,638 Stock options 6,524 5,058 Weighted average number of shares of common stock used in diluted income per share 411,622,434 369,387,638 Potentially dilutive shares of common stock Unvested shares of restricted stock 457,283 688,348 Total 457,283 688,348 (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. The Corporation intends to satisfy its exchange obligation for the principal amount of the Convertible Notes to the note holders entirely in cash, therefore, the "if-converted" method does not apply and the treasury stock method is being used. As the Corporation's stock price is below the conversion price, there are no potentially dilutive shares associated with the Convertible Notes. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 14, 2015, the Company completed an underwritten public offering of 23.0 million shares of its common stock, at $11.85 per share, including 3.0 million shares issued pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised were approximately $272.6 million ; net proceeds were approximately $268.9 million after underwriter discounts and offering costs paid by the Company. Net proceeds from the common stock offering were used to repay the outstanding balances under the 2015 Credit Facility and Line of Credit. The remaining net proceeds were retained to fund potential future acquisitions and for general corporate purposes. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting and Principles of Consolidation | Basis of Accounting and Principles of Consolidation The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited 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 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, 2014 . The unaudited consolidated financial statements include the accounts of the Corporation 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 encumbered by indebtedness (see Note 5). As a result, the majority of the Company’s consolidated assets are held in these wholly-owned special purpose entities. 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. During the quarter ended March 31, 2015, the Company elected to early adopt ASU 2015-03 described below. Under the ASU, capitalized deferred financing costs, previously recorded in deferred costs and other assets on the consolidated balance sheet, are presented as a direct deduction from the carrying amount of the debt liability these costs relate to and retrospectively applied to prior periods. |
Segment Reporting | Segment Reporting 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 in 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 consolidated statements of operations. |
Allowance for Doubtful Accounts | For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability 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. Allowance for Doubtful Accounts The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration 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 in which the tenant operates. |
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. 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. |
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 consolidated balance sheets |
Income Taxes | Income Taxes The Company has elected to be taxed as a REIT under the Code. 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 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 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 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 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company early adopted the provisions of ASU 2015-03 beginning with the period ended March 31, 2015, and has applied the provisions retrospectively. |
Restatement (Tables)
Restatement (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at March 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,666,746 $ — $ 2,666,746 Buildings and improvements 4,651,097 — 4,651,097 Total real estate investments 7,317,843 — 7,317,843 Less: accumulated depreciation (779,083 ) — (779,083 ) 6,538,760 — 6,538,760 Loans receivable, net 107,403 — 107,403 Intangible lease assets, net 573,925 — 573,925 Real estate assets under direct financing leases, net 52,852 — 52,852 Real estate assets held for sale, net 177,237 (1,443 ) 175,794 Net investments 7,450,177 (1,443 ) 7,448,734 Cash and cash equivalents 108,134 — 108,134 Deferred costs and other assets, net 149,789 — 149,789 Goodwill 291,421 (7,757 ) 283,664 Total assets $ 7,999,521 $ (9,200 ) $ 7,990,321 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ 181,518 $ — $ 181,518 Mortgages and notes payable, net 3,456,609 — 3,456,609 Convertible Notes, net 681,109 — 681,109 Total debt, net 4,319,236 — 4,319,236 Intangible lease liabilities, net 204,161 — 204,161 Accounts payable, accrued expenses and other liabilities 122,973 — 122,973 Total liabilities 4,646,370 — 4,646,370 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,189 (5 ) 4,184 Capital in excess of par value 4,443,468 — 4,443,468 Accumulated deficit (1,087,306 ) (14,777 ) (1,102,083 ) Accumulated other comprehensive loss (1,618 ) — (1,618 ) Treasury stock, at cost (5,582 ) 5,582 — Total stockholders’ equity 3,353,151 (9,200 ) 3,343,951 Total liabilities and stockholders’ equity $ 7,999,521 $ (9,200 ) $ 7,990,321 The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at December 31, 2014 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,614,630 $ — $ 2,614,630 Buildings and improvements 4,579,166 — 4,579,166 Total real estate investments 7,193,796 — 7,193,796 Less: accumulated depreciation (752,210 ) — (752,210 ) 6,441,586 — 6,441,586 Loans receivable, net 109,425 — 109,425 Intangible lease assets, net 590,073 — 590,073 Real estate assets under direct financing leases, net 56,564 — 56,564 Real estate assets held for sale, net 119,912 (866 ) 119,046 Net investments 7,317,560 (866 ) 7,316,694 Cash and cash equivalents 176,181 — 176,181 Deferred costs and other assets, net 183,173 2,334 185,507 Goodwill 291,421 (5,573 ) 285,848 Total assets $ 7,968,335 $ (4,105 ) $ 7,964,230 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ 12,780 $ 2,334 $ 15,114 Mortgages and notes payable, net 3,629,998 — 3,629,998 Convertible Notes, net 678,190 — 678,190 Total debt, net 4,320,968 2,334 4,323,302 Intangible lease liabilities, net 205,968 — 205,968 Accounts payable, accrued expenses and other liabilities 123,298 — 123,298 Total liabilities 4,650,234 2,334 4,652,568 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,118 (5 ) 4,113 Capital in excess of par value 4,361,320 — 4,361,320 Accumulated deficit (1,041,392 ) (11,296 ) (1,052,688 ) Accumulated other comprehensive loss (1,083 ) — (1,083 ) Treasury stock, at cost (4,862 ) 4,862 — Total stockholders’ equity 3,318,101 (6,439 ) 3,311,662 Total liabilities and stockholders’ equity $ 7,968,335 $ (4,105 ) $ 7,964,230 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the three months ended March 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 154,518 $ — $ 154,518 Interest income on loans receivable 1,722 — 1,722 Earned income from direct financing leases 795 — 795 Tenant reimbursement income 4,631 — 4,631 Interest income and other 621 — 621 Total revenues 162,287 — 162,287 Expenses: General and administrative 12,600 — 12,600 Property costs 7,407 — 7,407 Real estate acquisition costs 1,093 — 1,093 Interest 57,914 — 57,914 Depreciation and amortization 66,296 — 66,296 Impairments 1,624 576 2,200 Total expenses 146,934 576 147,510 Income from continuing operations before other expense and income tax expense 15,353 (576 ) 14,777 Other expense: Loss on debt extinguishment (1,230 ) — (1,230 ) Total other expense (1,230 ) — (1,230 ) Income from continuing operations before income tax expense 14,123 (576 ) 13,547 Income tax expense (362 ) — (362 ) Income from continuing operations 13,761 (576 ) 13,185 Discontinued operations: Income from discontinued operations 227 — 227 Income before gain on dispositions of assets 13,988 (576 ) 13,412 Gain on dispositions of assets 11,336 (2,185 ) 9,151 Net income attributable to common stockholders $ 25,324 $ (2,761 ) $ 22,563 Net income per share of common stock—basic: Continuing operations $ 0.06 $ (0.01 ) $ 0.05 Discontinued operations — — — Net income per share attributable to common stockholders—basic: $ 0.06 $ (0.01 ) $ 0.05 Net income per share of common stock—diluted: Continuing operations $ 0.06 $ (0.01 ) $ 0.05 Discontinued operations — — — Net income per share attributable to common stockholders—diluted: $ 0.06 $ (0.01 ) $ 0.05 Weighted average common shares outstanding: Basic 411,017,895 — 411,017,895 Diluted 411,622,434 — 411,622,434 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the three months ended March 31, 2014 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 137,479 $ 137,479 Interest income on loans receivable 1,837 1,837 Earned income from direct financing leases 846 846 Tenant reimbursement income 3,319 3,319 Interest income and other 491 491 Total revenues 143,972 — 143,972 Expenses: General and administrative 11,067 11,067 Property costs 5,282 5,282 Real estate acquisition costs 1,281 1,281 Interest 54,399 54,399 Depreciation and amortization 60,549 60,549 Impairments 1,707 204 1,911 Total expenses 134,285 204 134,489 Income from continuing operations before income tax expense 9,687 (204 ) 9,483 Income tax expense (217 ) (217 ) Income from continuing operations 9,470 (204 ) 9,266 Discontinued operations: Income from discontinued operations 3,054 3,054 Loss on dispositions of assets (7 ) (7 ) Income from discontinued operations 3,047 — 3,047 Income before gain on dispositions of assets 12,517 (204 ) 12,313 Gain on dispositions of assets 1,722 (187 ) 1,535 Net income attributable to common stockholders $ 14,239 $ (391 ) $ 13,848 Net income per share of common stock—basic: Continuing operations $ 0.03 $ — $ 0.03 Discontinued operations 0.01 — 0.01 Net income per share attributable to common stockholders—basic: $ 0.04 $ — $ 0.04 Net income per share of common stock—diluted: Continuing operations $ 0.03 $ — $ 0.03 Discontinued operations 0.01 — 0.01 Net income per share attributable to common stockholders—diluted: $ 0.04 $ — $ 0.04 Weighted average common shares outstanding: Basic 368,684,942 — 368,684,942 Diluted 369,387,638 — 369,387,638 The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the three months ended March 31, 2015 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 25,324 $ (2,761 ) $ 22,563 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 66,296 — 66,296 Impairments 1,658 576 2,234 Amortization of deferred financing costs 2,072 — 2,072 Derivative net settlements, amortization and other interest rate hedge losses (28 ) — (28 ) Amortization of debt (premiums) discounts 476 — 476 Stock-based compensation expense 3,827 — 3,827 Loss (gain) on debt extinguishment 1,230 — 1,230 Debt extinguishment costs (2,733 ) — (2,733 ) Gains on dispositions of real estate and other assets, net (11,336 ) 2,185 (9,151 ) Non-cash revenue (4,809 ) — (4,809 ) Other (14 ) — (14 ) Changes in operating assets and liabilities: Deferred costs and other assets, net (1,938 ) — (1,938 ) Accounts payable, accrued expenses and other liabilities (420 ) — (420 ) Net cash provided by operating activities 79,605 — 79,605 Investing activities Acquisitions/investments of real estate (265,740 ) — (265,740 ) Collections of principal on loans receivable and real estate assets under direct financing leases 1,452 — 1,452 Proceeds from dispositions of real estate and other assets 71,547 — 71,547 Transfers of net sales proceeds to restricted accounts under 1031 exchanges (6,937 ) — (6,937 ) Transfers of net sales proceeds from Master Trust Release 43,412 — 43,412 Net cash used in investing activities (156,266 ) — (156,266 ) Financing activities Borrowings under credit facilities 345,000 — 345,000 Repayments under credit facilities (175,101 ) — (175,101 ) Borrowings under Convertible Notes — — — Borrowings under mortgages and notes payable — — — Repayments under mortgages and notes payable (167,102 ) — (167,102 ) Deferred financing costs (3,562 ) — (3,562 ) Proceeds from issuance of common stock, net of offering costs 78,552 — 78,552 Proceeds from exercise of stock options — — — Purchase of shares of common stock (720 ) — (720 ) Dividends paid/distributions to equity owners (70,046 ) — (70,046 ) Transfers from escrow deposits with lenders 1,593 — 1,593 Net cash provided by financing activities 8,614 — 8,614 Net decrease in cash and cash equivalents (68,047 ) — (68,047 ) Cash and cash equivalents, beginning of period 176,181 — 176,181 Cash and cash equivalents, end of period $ 108,134 $ — $ 108,134 The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the three months ended March 31, 2014 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 14,239 $ (391 ) $ 13,848 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 60,549 — 60,549 Impairments 1,707 204 1,911 Amortization of deferred financing costs 973 — 973 Derivative net settlements, amortization and other interest rate hedge losses (26 ) — (26 ) Amortization of debt (premiums) discounts (929 ) — (929 ) Stock-based compensation expense 2,452 — 2,452 Loss (gain) on debt extinguishment — — — Debt extinguishment costs — — — Gains on dispositions of real estate and other assets, net (1,715 ) 187 (1,528 ) Non-cash revenue (3,962 ) — (3,962 ) Other 121 — 121 Changes in operating assets and liabilities: Deferred costs and other assets, net (1,510 ) — (1,510 ) Accounts payable, accrued expenses and other liabilities (6,055 ) — (6,055 ) Net cash provided by operating activities 65,844 — 65,844 Investing activities Acquisitions/investments of real estate (157,972 ) — (157,972 ) Collections of principal on loans receivable and real estate assets under direct financing leases 1,319 — 1,319 Proceeds from dispositions of real estate and other assets 6,243 — 6,243 Transfers of net sales proceeds from restricted accounts under 1031 Exchanges 20,784 — 20,784 Transfers of net sales proceeds to Master Trust Release (6,345 ) — (6,345 ) Net cash used in investing activities (135,971 ) — (135,971 ) Financing activities Borrowings under credit facilities 180,535 — 180,535 Repayments under credit facilities (80,049 ) — (80,049 ) Borrowings under mortgages and notes payable 10,000 — 10,000 Repayments under mortgages and notes payable (14,116 ) — (14,116 ) Deferred financing costs (503 ) — (503 ) Proceeds from issuance of common stock, net of offering costs — — — Proceeds from exercise of stock options 183 — 183 Purchase of shares of common stock (104 ) — (104 ) Dividends paid/distributions to equity owners (61,573 ) — (61,573 ) Transfers to escrow deposits with lenders (850 ) — (850 ) Net cash provided by financing activities 33,523 — 33,523 Net decrease in cash and cash equivalents (36,604 ) — (36,604 ) Cash and cash equivalents, beginning of period 66,588 — 66,588 Cash and cash equivalents, end of period $ 29,984 $ — $ 29,984 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash and Escrow Deposits | Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying consolidated balance sheets consisted of the following (in thousands): March 31, December 31, Collateral deposits (1) $ 29,783 $ 29,483 Tenant improvements, repairs, and leasing commissions (2) 13,130 13,427 Master Trust Release (3) 9,658 53,069 Title company escrow (4) 6,937 — Loan impounds (5) 671 794 Other (6) 2,097 3,571 $ 62,276 $ 100,344 (1) Funds held in reserve by lenders which, at their sole discretion, can be applied to the repayment of debt. Any funds remaining on deposit after the debt is paid in full are released to the borrower. (2) Deposits held on collateral properties by lenders that are reserved to fund tenant improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets within the Spirit Master Funding Program, which are held on deposit as collateral until a qualifying substitution is made. (4) Includes net sales proceeds from property dispositions that can be released upon qualified re-investment from 1031 Exchanges. (5) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (6) Funds held in lender controlled accounts released within the following month after debt service requirements are met. |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Summary of Real Estate and Loan Activity, Net of Accumulated Depreciation and Amortization | During the three months ended March 31, 2015 , the Company had the following real estate and loan activity, net of accumulated depreciation and amortization, as restated: Number of Properties Dollar Amount of Investments, net Owned (3) Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2014 2,364 145 2,509 $ 7,934,072 $ 109,425 $ 8,043,497 Acquisitions/improvements (1) (3) 53 — 53 265,740 — 265,740 Dispositions of real estate (2) (3) (15 ) — (15 ) (78,428 ) — (78,428 ) Principal payments and payoffs — — — — (1,403 ) (1,403 ) Impairments — — — (2,132 ) — (2,132 ) Write off of gross lease intangibles — — — (1,844 ) — (1,844 ) Loan premium amortization and other — — — (49 ) (619 ) (668 ) Gross balance, March 31, 2015 2,402 145 2,547 $ 8,117,359 $ 107,403 $ 8,224,762 Accumulated depreciation and amortization (981,784 ) — (981,784 ) Other non-real estate assets held for sale 1,595 — 1,595 Net balance, March 31, 2015 $ 7,137,170 $ 107,403 $ 7,244,573 (1) Includes investments of $0.2 million in revenue producing capitalized expenditures, as well as $0.2 million of non-revenue producing capitalized maintenance expenditures. Capitalized maintenance expenditures are not included in the Company's gross investments in real estate disclosed elsewhere. (2) The total accumulated depreciation and amortization associated with these dispositions of real estate was $12.5 million . (3) During the three months ended March 31, 2015, the Company sold 6 properties for $39.4 million under 1031 Exchanges of which $32.5 million of this amount was used to partially fund 4 property acquisitions. (4) At March 31, 2015 and December 31, 2014 , 42 and 37 , respectively, of the Company's properties were vacant, not subject to a lease and in the Company’s possession; of this amount 14 and 8 , respectively, of these properties were held for sale. |
Schedule of Minimum Future Contractual Rent to be Received | Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases at March 31, 2015 (in thousands): Remainder of 2015 $ 459,105 2016 600,209 2017 585,456 2018 570,474 2019 550,798 Thereafter 4,320,779 Total future minimum rentals $ 7,086,821 |
Schedule of Loans Receivable, Net of Premium | The following table details loans receivable, net of premium (in thousands): March 31, December 31, Mortgage - principal $ 95,204 $ 96,594 Mortgage - premium 11,833 12,452 Mortgages, net 107,037 109,046 Other note - principal 366 379 Total loans receivable, net $ 107,403 $ 109,425 |
Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization | The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): March 31, December 31, In-place leases $ 670,127 $ 676,665 Above-market leases 100,125 100,568 Less: accumulated amortization (196,327 ) (187,160 ) Intangible lease assets, net $ 573,925 $ 590,073 Below-market leases $ 239,050 $ 237,593 Less: accumulated amortization (34,889 ) (31,625 ) Intangible lease liabilities, net $ 204,161 $ 205,968 |
Schedule of Components of Real Estate Investments Held Under Direct Financing Leases | The components of real estate investments held under direct financing leases were as follows (in thousands): March 31, December 31, Minimum lease payments receivable $ 15,053 $ 15,897 Estimated residual value of leased assets 52,195 55,858 Unearned income (14,396 ) (15,191 ) Total $ 52,852 $ 56,564 |
Schedule of Activity in Real Estate Assets Held for Sale | The following table shows the activity in real estate assets held for sale, for continuing and discontinued operations, for the three months ended March 31, 2015 , as restated: Number of Properties Carrying Value Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total (In Thousands) Balance, December 31, 2014 19 5 24 $ 110,052 $ 8,994 $ 119,046 Transfers from real estate investments 23 — 23 105,399 (34 ) 105,365 Sales (10 ) — (10 ) (48,617 ) — (48,617 ) Balance, March 31, 2015 32 5 37 $ 166,834 $ 8,960 $ 175,794 |
Schedule of Reconciliation of Major Classes of Assets and Liabilities 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 accompanying consolidated balance sheets (in thousands): March 31, December 31, Assets Land and improvements $ 5,335 $ 5,351 Buildings and improvements 5,780 5,798 Total real estate investments 11,115 11,149 Less: accumulated depreciation (2,167 ) (2,167 ) Intangible lease assets, net 460 460 Total assets $ 9,408 $ 9,442 Liabilities Intangible lease liabilities, net $ 448 $ 448 Total liabilities $ 448 $ 448 Net assets $ 8,960 $ 8,994 The following sets forth the results of discontinued operations (dollars in thousands): Three Months Ended 2015 2014 Revenues: Rent $ 310 $ 308 Non-cash rent — (29 ) Other 13 2,917 Total revenues 323 3,196 Expenses: General and administrative 1 3 Property costs 61 139 Impairments 34 — Total expenses 96 142 Income from discontinued operations 227 3,054 Loss on dispositions of assets — (7 ) Total discontinued operations $ 227 $ 3,047 Number of properties disposed of during period — 2 |
Summary of Total Impairment Losses Recognized | The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations, as restated (in thousands): Three Months Ended 2015 2014 Real estate and intangible asset impairment $ 1,619 $ 1,841 Write-off of lease intangibles due to lease terminations, net 512 70 Total impairments from real estate investment net assets 2,131 1,911 Other impairment 103 — Total impairment loss in continuing and discontinued operations $ 2,234 $ 1,911 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Instrument [Line Items] | |
Summary of Debt | The Company's debt is summarized below: Weighted Average Effective (1) Weighted Average Stated Rates (2) Weighted Average Term (3) March 31, December 31, (in Years) (In Thousands) Revolving Credit Facilities NM 2.23 % 3.8 $ 185,081 $ 15,181 Master Trust Notes 5.44 % 5.04 % 7.9 1,705,910 1,710,380 CMBS - fixed-rate 5.45 % 5.86 % 3.0 1,671,951 1,836,181 CMBS - variable-rate (4) 3.50 % 3.30 % 2.5 110,598 110,685 Convertible Notes 4.84 % 3.28 % 5.0 747,500 747,500 Unsecured fixed rate promissory note 9.12 % 7.00 % 6.8 1,269 1,293 5.33 % 4.89 % 5.3 4,422,309 4,421,220 Debt discount, net (54,574 ) (51,586 ) Deferred financing costs, net (5) (48,499 ) (46,332 ) Total debt, net $ 4,319,236 $ 4,323,302 (1) The effective interest rates include amortization of debt discount, amortization of deferred financing costs and non-utilization fees, where applicable, calculated for the three months ended March 31, 2015 and based on the average principal balance outstanding during the period. The average outstanding principal balance of the Revolving Credit Facilities was not significant during the three months ended March 31, 2015, resulting in an effective interest rate that was not meaningful. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of March 31, 2015 . (3) Represents the weighted average time to maturity based on the outstanding principal balance as of March 31, 2015 . (4) Variable-rate notes are predominantly hedged with interest rate swaps (see Note 6). (5) The Company early adopted ASU 2015-03 requiring deferred financing costs to be presented as a direct deduction from the carrying amount of the related indebtedness. |
Schedule of Debt Maturities | As of March 31, 2015 , 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 Principal Balloon Payment Total Remainder of 2015 (1) $ 22,363 $ 230,032 $ 252,395 2016 29,090 284,930 314,020 2017 28,535 816,108 844,643 2018 42,560 248,851 291,411 2019 44,520 622,000 666,520 Thereafter 289,321 1,763,999 2,053,320 Total $ 456,389 $ 3,965,920 $ 4,422,309 (1) The balloon payment balance in 2015 includes $77.4 million for the acceleration of principal payable following an event of default under four separate non-recourse CMBS loans. |
Summary of Components of Interest Expense Related to Borrowings | The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Three Months 2015 2014 Interest expense – Revolving Credit Facilities (1) $ 803 $ 720 Interest expense – mortgages and notes payable 48,408 53,596 Interest expense – Convertible Notes 6,127 — Interest expense – other — 6 Non-cash interest expense: Amortization of deferred financing costs 2,072 973 Amortization of net losses related to interest rate swaps 28 33 Amortization of debt (premium)/discount 476 (929 ) Total interest expense $ 57,914 $ 54,399 |
Master Trust Notes | |
Debt Instrument [Line Items] | |
Summary of Debt | The Master Trust Notes are summarized below: Effective (1) Stated Rates (2) Remaining Term March 31, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 6.0 % 5.1 % 5.2 $ 72,933 $ 75,489 Series 2014-1 Class A2 6.0 % 5.4 % 5.3 253,300 253,300 Series 2014-2 6.1 % 5.8 % 6.0 232,086 232,867 Series 2014-3 6.0 % 5.7 % 7.0 312,600 312,705 Series 2014-4 Class A1 3.9 % 3.5 % 4.8 150,000 150,000 Series 2014-4 Class A2 4.8 % 4.6 % 14.8 360,000 360,000 Total Master Trust 2014 notes 5.5 % 5.1 % 8.2 1,380,919 1,384,361 Series 2013-1 Class A 4.6 % 3.9 % 3.7 125,000 125,000 Series 2013-2 Class A 5.6 % 5.3 % 8.7 199,991 201,019 Total Master Trust 2013 notes 5.2 % 4.7 % 6.8 324,991 326,019 1,705,910 1,710,380 Debt discount, net (25,916 ) (26,903 ) Deferred financing costs, net (21,808 ) (22,113 ) Total Master Trust Notes, net $ 1,658,186 $ 1,661,364 (1) The effective interest rates include amortization of debt discount and amortization of deferred financing costs calculated for the three months ended March 31, 2015 based on the average principal balance outstanding during the period. (2) Represents the individual series stated interest rate as of March 31, 2015 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of March 31, 2015 . |
Derivative and Hedging Activi28
Derivative and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
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 Fixed Interest Effective Maturity March 31, December 31, Interest Rate Swap Accounts payable, accrued expenses and other liabilities $ 10,787 4.62 % 06/28/12 07/06/17 $ (85 ) $ (46 ) Interest Rate Swap Accounts payable, accrued expenses and other liabilities $ 6,627 5.75 % 07/17/13 03/01/16 (147 ) (180 ) Interest Rate Swap Accounts payable, accrued expenses and other liabilities $ 32,400 3.15 % 07/17/13 09/05/15 (63 ) (93 ) Interest Rate Swaps (1) Accounts payable, accrued expenses and other liabilities $ 61,758 5.14 % 01/02/14 12/13/18 (1,335 ) (803 ) $ (1,630 ) $ (1,122 ) (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. |
Summary of Amounts Recorded in 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 months ended March 31, 2015 and 2014 , respectively (in thousands): Amount of Loss Recognized in AOCL on Derivative (Effective Portion) Three Months Derivatives in Cash Flow Hedging Relationships 2015 2014 Interest rate swaps $ (852 ) $ (402 ) Amount of Loss Reclassified from AOCL into Operations (Effective Portion) Three Months Location of Loss Reclassified from AOCL into Operations 2015 2014 Interest expense $ (317 ) $ (323 ) Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) Three Months Location of Loss Recognized in Operations on Derivatives 2015 2014 General and administrative expense $ (4 ) $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Summary of Dividends Declared | For the three months ended March 31, 2015 , the Corporation's Board of Directors declared the following dividends: Declaration Date Dividend Per Share Record Date Total Amount (1) Payment Date (in thousands) March 16, 2015 $ 0.17000 March 31, 2015 $ 71,123 April 15, 2015 (1) Net of estimated forfeitures of approximately $5,000 for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of operations. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities at Fair Value on Recurring Basis | The following table sets forth the Company’s financial liabilities that were accounted for at fair value on a recurring basis (in thousands): Fair Value Hierarchy Level Fair Value Level 1 Level 2 Level 3 March 31, 2015 Derivatives: Interest rate swaps financial liabilities $ (1,630 ) $ — $ (1,630 ) $ — December 31, 2014 Derivatives: Interest rate swaps financial liabilities $ (1,122 ) $ — $ (1,122 ) $ — |
Assets at Fair Value on Nonrecurring Basis | Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis (in thousands): Fair Value Hierarchy Level Impairment Charges (1) (Restated) Description Fair Value Dispositions Level 1 Level 2 Level 3 March 31, 2015 Lease intangible assets $ — $ — $ — $ — $ — $ (615 ) Long-lived assets held for sale 4,495 — — — 4,495 (1,619 ) $ (2,234 ) December 31, 2014 Long-lived assets held and used $ 37,278 $ — $ — $ — $ 37,278 $ (20,679 ) Lease intangible assets 10,013 — — — 10,013 4,317 Long-lived assets held for sale 65,958 (26,721 ) — — 92,679 (21,653 ) $ (38,015 ) (1) Impairment charges are presented for the three months ended March 31, 2015 and for the year ended December 31, 2014 . |
Schedule Of Carrying Amount And Estimated Fair Value Of Financial Instruments | The following table discloses fair value information for these financial instruments (in thousands): March 31, 2015 December 31, 2014 Carrying Value (1) Estimated Fair Value Carrying Value (1) Estimated Fair Value Loans receivable, net $ 107,403 $ 113,495 $ 109,425 $ 115,747 Revolving Credit Facilities 181,518 185,212 15,114 15,254 Mortgages and notes payable, net 3,456,609 3,697,971 3,629,998 3,899,950 Convertible Notes, net 681,109 747,589 678,190 729,231 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Results of 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 accompanying consolidated balance sheets (in thousands): March 31, December 31, Assets Land and improvements $ 5,335 $ 5,351 Buildings and improvements 5,780 5,798 Total real estate investments 11,115 11,149 Less: accumulated depreciation (2,167 ) (2,167 ) Intangible lease assets, net 460 460 Total assets $ 9,408 $ 9,442 Liabilities Intangible lease liabilities, net $ 448 $ 448 Total liabilities $ 448 $ 448 Net assets $ 8,960 $ 8,994 The following sets forth the results of discontinued operations (dollars in thousands): Three Months Ended 2015 2014 Revenues: Rent $ 310 $ 308 Non-cash rent — (29 ) Other 13 2,917 Total revenues 323 3,196 Expenses: General and administrative 1 3 Property costs 61 139 Impairments 34 — Total expenses 96 142 Income from discontinued operations 227 3,054 Loss on dispositions of assets — (7 ) Total discontinued operations $ 227 $ 3,047 Number of properties disposed of during period — 2 |
Supplemental Cash Flow Inform32
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Disclosures | The following table presents the supplemental cash flow disclosures (in thousands): Three Months Ended 2015 2014 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Reduction of debt through sale of certain real estate properties $ 3,615 $ — Accrued interest capitalized to principal (1) 1,799 — Accrued performance share dividend rights 115 — Accrued deferred financing costs 304 — (1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Income Per Share (Tables)
Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of the Numerator and Denominator Used in the Computation of Basic and Diluted Income Per Share | The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted income per share, as restated (dollars in thousands): Three Months 2015 2014 Basic and diluted earnings: Income from continuing operations $ 13,185 $ 9,266 Gain on dispositions of assets 9,151 1,535 Less: income attributable to unvested restricted stock (209 ) (333 ) Income used in basic and diluted income per share from continuing operations 22,127 10,468 Income from discontinued operations 227 3,047 Net income attributable to common stockholders used in basic and diluted income per share $ 22,354 $ 13,515 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 412,195,685 370,535,587 Less: unvested weighted average shares of restricted stock (1,177,790 ) (1,850,645 ) Weighted average number of shares outstanding used in basic income per share 411,017,895 368,684,942 Diluted weighted average shares of common stock outstanding: (1) Unvested performance shares 598,015 697,638 Stock options 6,524 5,058 Weighted average number of shares of common stock used in diluted income per share 411,622,434 369,387,638 Potentially dilutive shares of common stock Unvested shares of restricted stock 457,283 688,348 Total 457,283 688,348 (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. |
Organization - Narrative (Detai
Organization - Narrative (Details) | Mar. 31, 2015USD ($)Propertyshares | Mar. 31, 2015USD ($)Propertyshares | Dec. 31, 2014USD ($)Propertyshares |
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Gross investment in real estate properties | $ 8,224,762,000 | $ 8,224,762,000 | $ 8,043,497,000 |
Number of real estate properties | Property | 2,547 | 2,547 | 2,509 |
Number of shares sold (in shares) | shares | 418,401,109 | 418,401,109 | 411,350,440 |
Revenues | $ 200,000 | ||
Number of properties sold | Property | 15 | ||
Gross sales proceeds from sale of real estate | $ 77,200,000 | ||
Current Year Acquisitions | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Gross investment in real estate properties | $ 265,500,000 | $ 265,500,000 | |
Number of properties acquired | Property | 53 | ||
Unsecured Debt | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Line of credit facility maximum borrowing capacity | 600,000,000 | $ 600,000,000 | |
Maximum borrowing capacity increase, accordion feature | 1,000,000,000 | 1,000,000,000 | |
Revolving Credit Facility | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | |
ATM Program | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Number of shares sold (in shares) | shares | 6,600,000 | 6,600,000 | |
Aggregate gross proceeds from issuance of common stock | $ 79,800,000 | ||
Aggregate net sales proceeds from Issuance of common stock | $ 78,600,000 | ||
General Partner | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Percentage ownership of operating partnership | 1.00% | ||
Limited Partner | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Percentage ownership of operating partnership | 99.00% | ||
LIBOR | Unsecured Debt | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Basis spread on variable rate | 1.70% | ||
Owned Properties | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Gross investment in real estate properties | $ 8,117,359,000 | $ 8,117,359,000 | $ 7,934,072,000 |
Number of real estate properties | Property | 2,402 | 2,402 | 2,364 |
Gross investment in real estate, percentage | 98.70% | ||
Number of owned real estate properties | Property | 2,402 | 2,402 | |
Financed Properties | |||
Summary Of Business And Significant Accounting Policies [Line Items] | |||
Gross investment in real estate properties | $ 107,403,000 | $ 107,403,000 | $ 109,425,000 |
Number of real estate properties | Property | 145 | 145 | 145 |
Securing mortgage properties, percentage | 1.30% | ||
Securing mortgage properties | Property | 145 | 145 |
Restatement - Narrative (Detail
Restatement - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ 283,664 | $ 285,848 | |
Gain on dispositions of assets | 9,151 | $ 1,535 | |
Real estate assets held for sale, net | 175,794 | 119,046 | |
Impairments | 2,200 | 1,911 | |
Common stock, $0.01 par value | $ 4,184 | $ 4,113 | |
Common stock, shares outstanding (in shares) | 418,401,109 | 411,350,440 | |
Correction of Allocation of Goodwill to the Disposal of Real Estate Assets | Restatement Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Goodwill | $ (7,757) | $ (5,573) | |
Gain on dispositions of assets | (2,185) | (187) | |
Real estate assets held for sale, net | (1,443) | (866) | |
Impairments | 576 | $ 204 | |
Common stock, $0.01 par value | (5) | $ (5) | |
Retirement of Common Stock Previously Classified as Treasury Stock [Member] | Restatement Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock, $0.01 par value | $ (4,900) | ||
Common stock, shares outstanding (in shares) | (473,599) |
Restatement - Balance Sheet (De
Restatement - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Real estate investments: | ||||
Land and improvements | $ 2,666,746 | $ 2,614,630 | ||
Buildings and improvements | 4,651,097 | 4,579,166 | ||
Total real estate investments | 7,317,843 | 7,193,796 | ||
Less: accumulated depreciation | (779,083) | (752,210) | ||
Real estate investments, net | 6,538,760 | 6,441,586 | ||
Loans receivable, net | 107,403 | 109,425 | ||
Intangible lease assets, net | 573,925 | 590,073 | ||
Real estate assets under direct financing leases, net | 52,852 | 56,564 | ||
Real estate assets held for sale, net | 175,794 | 119,046 | ||
Net investments | 7,448,734 | 7,316,694 | ||
Cash and cash equivalents | 108,134 | 176,181 | $ 29,984 | $ 66,588 |
Deferred costs and other assets, net | 149,789 | 185,507 | ||
Goodwill | 283,664 | 285,848 | ||
Total assets | 7,990,321 | 7,964,230 | ||
Liabilities: | ||||
Revolving Credit Facilities, net | 181,518 | 15,114 | ||
Mortgages and notes payable, net | 3,456,609 | 3,629,998 | ||
Convertible Notes, net | 681,109 | 678,190 | ||
Total debt, net | 4,319,236 | 4,323,302 | ||
Intangible lease liabilities, net | 204,161 | 205,968 | ||
Accounts payable, accrued expenses and other liabilities | 122,973 | 123,298 | ||
Total liabilities | 4,646,370 | 4,652,568 | ||
Commitments and contingencies (see Note 8) | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value | 4,184 | 4,113 | ||
Capital in excess of par value | 4,443,468 | 4,361,320 | ||
Accumulated deficit | (1,102,083) | (1,052,688) | ||
Accumulated other comprehensive loss | (1,618) | (1,083) | ||
Treasury stock, at cost | 0 | 0 | ||
Total stockholders’ equity | 3,343,951 | 3,311,662 | ||
Total liabilities and stockholders’ equity | 7,990,321 | 7,964,230 | ||
As Previously Reported | ||||
Real estate investments: | ||||
Land and improvements | 2,666,746 | 2,614,630 | ||
Buildings and improvements | 4,651,097 | 4,579,166 | ||
Total real estate investments | 7,317,843 | 7,193,796 | ||
Less: accumulated depreciation | (779,083) | (752,210) | ||
Real estate investments, net | 6,538,760 | 6,441,586 | ||
Loans receivable, net | 107,403 | 109,425 | ||
Intangible lease assets, net | 573,925 | 590,073 | ||
Real estate assets under direct financing leases, net | 52,852 | 56,564 | ||
Real estate assets held for sale, net | 177,237 | 119,912 | ||
Net investments | 7,450,177 | 7,317,560 | ||
Cash and cash equivalents | 108,134 | 176,181 | 29,984 | 66,588 |
Deferred costs and other assets, net | 149,789 | 183,173 | ||
Goodwill | 291,421 | 291,421 | ||
Total assets | 7,999,521 | 7,968,335 | ||
Liabilities: | ||||
Revolving Credit Facilities, net | 181,518 | 12,780 | ||
Mortgages and notes payable, net | 3,456,609 | 3,629,998 | ||
Convertible Notes, net | 681,109 | 678,190 | ||
Total debt, net | 4,319,236 | 4,320,968 | ||
Intangible lease liabilities, net | 204,161 | 205,968 | ||
Accounts payable, accrued expenses and other liabilities | 122,973 | 123,298 | ||
Total liabilities | 4,646,370 | 4,650,234 | ||
Commitments and contingencies (see Note 8) | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value | 4,189 | 4,118 | ||
Capital in excess of par value | 4,443,468 | 4,361,320 | ||
Accumulated deficit | (1,087,306) | (1,041,392) | ||
Accumulated other comprehensive loss | (1,618) | (1,083) | ||
Treasury stock, at cost | (5,582) | (4,862) | ||
Total stockholders’ equity | 3,353,151 | 3,318,101 | ||
Total liabilities and stockholders’ equity | 7,999,521 | 7,968,335 | ||
Correction of Allocation of Goodwill to the Disposal of Real Estate Assets | Restatement Adjustments | ||||
Real estate investments: | ||||
Land and improvements | 0 | 0 | ||
Buildings and improvements | 0 | 0 | ||
Total real estate investments | 0 | 0 | ||
Less: accumulated depreciation | 0 | 0 | ||
Real estate investments, net | 0 | 0 | ||
Loans receivable, net | 0 | 0 | ||
Intangible lease assets, net | 0 | 0 | ||
Real estate assets under direct financing leases, net | 0 | 0 | ||
Real estate assets held for sale, net | (1,443) | (866) | ||
Net investments | (1,443) | (866) | ||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Deferred costs and other assets, net | 0 | 2,334 | ||
Goodwill | (7,757) | (5,573) | ||
Total assets | (9,200) | (4,105) | ||
Liabilities: | ||||
Revolving Credit Facilities, net | 0 | 2,334 | ||
Mortgages and notes payable, net | 0 | 0 | ||
Convertible Notes, net | 0 | 0 | ||
Total debt, net | 0 | 2,334 | ||
Intangible lease liabilities, net | 0 | 0 | ||
Accounts payable, accrued expenses and other liabilities | 0 | 0 | ||
Total liabilities | 0 | 2,334 | ||
Commitments and contingencies (see Note 8) | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value | (5) | (5) | ||
Capital in excess of par value | 0 | 0 | ||
Accumulated deficit | (14,777) | (11,296) | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Treasury stock, at cost | 5,582 | 4,862 | ||
Total stockholders’ equity | (9,200) | (6,439) | ||
Total liabilities and stockholders’ equity | $ (9,200) | $ (4,105) |
Restatement - Statement of Oper
Restatement - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | ||
Rentals | $ 154,518 | $ 137,479 |
Interest income on loans receivable | 1,722 | 1,837 |
Earned income from direct financing leases | 795 | 846 |
Tenant reimbursement income | 4,631 | 3,319 |
Interest income and other | 621 | 491 |
Total revenues | 162,287 | 143,972 |
Expenses: | ||
General and administrative | 12,600 | 11,067 |
Property costs | 7,407 | 5,282 |
Real estate acquisition costs | 1,093 | 1,281 |
Interest | 57,914 | 54,399 |
Depreciation and amortization | 66,296 | 60,549 |
Impairments | 2,200 | 1,911 |
Total expenses | 147,510 | 134,489 |
Income from continuing operations before other expense and income tax expense | 14,777 | 9,483 |
Other expense: | ||
Loss on debt extinguishment | (1,230) | 0 |
Total other expense | (1,230) | 0 |
Income from continuing operations before income tax expense | 13,547 | 9,483 |
Income tax expense | (362) | (217) |
Income from continuing operations | 13,185 | 9,266 |
Discontinued operations: | ||
Income from discontinued operations | 227 | 3,054 |
Loss on dispositions of assets | 0 | (7) |
Income from discontinued operations | 227 | 3,047 |
Income before gain on dispositions of assets | 13,412 | 12,313 |
Gain on dispositions of assets | 9,151 | 1,535 |
Net income | $ 22,563 | $ 13,848 |
Net income per share of common stock—basic: | ||
Continuing operations (in USD per share) | $ 0.05 | $ 0.03 |
Discontinued operations (in USD per share) | 0 | 0.01 |
Net income per share attributable to common stockholders—basic (in USD per share) | 0.05 | 0.04 |
Net income per share of common stock—diluted: | ||
Continuing operations (in USD per share) | 0.05 | 0.03 |
Discontinued operations (in USD per share) | 0 | 0.01 |
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.05 | $ 0.04 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 411,017,895 | 368,684,942 |
Diluted (in shares) | 411,622,434 | 369,387,638 |
As Previously Reported | ||
Revenues: | ||
Rentals | $ 154,518 | $ 137,479 |
Interest income on loans receivable | 1,722 | 1,837 |
Earned income from direct financing leases | 795 | 846 |
Tenant reimbursement income | 4,631 | 3,319 |
Interest income and other | 621 | 491 |
Total revenues | 162,287 | 143,972 |
Expenses: | ||
General and administrative | 12,600 | 11,067 |
Property costs | 7,407 | 5,282 |
Real estate acquisition costs | 1,093 | 1,281 |
Interest | 57,914 | 54,399 |
Depreciation and amortization | 66,296 | 60,549 |
Impairments | 1,624 | 1,707 |
Total expenses | 146,934 | 134,285 |
Income from continuing operations before other expense and income tax expense | 15,353 | |
Other expense: | ||
Loss on debt extinguishment | (1,230) | |
Total other expense | (1,230) | |
Income from continuing operations before income tax expense | 14,123 | 9,687 |
Income tax expense | (362) | (217) |
Income from continuing operations | 13,761 | 9,470 |
Discontinued operations: | ||
Income from discontinued operations | 3,054 | |
Loss on dispositions of assets | (7) | |
Income from discontinued operations | 227 | 3,047 |
Income before gain on dispositions of assets | 13,988 | 12,517 |
Gain on dispositions of assets | 11,336 | 1,722 |
Net income | $ 25,324 | $ 14,239 |
Net income per share of common stock—basic: | ||
Continuing operations (in USD per share) | $ 0.06 | $ 0.03 |
Discontinued operations (in USD per share) | 0 | 0.01 |
Net income per share attributable to common stockholders—basic (in USD per share) | 0.06 | 0.04 |
Net income per share of common stock—diluted: | ||
Continuing operations (in USD per share) | 0.06 | 0.03 |
Discontinued operations (in USD per share) | 0 | 0.01 |
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.06 | $ 0.04 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 411,017,895 | 368,684,942 |
Diluted (in shares) | 411,622,434 | 369,387,638 |
Correction of Allocation of Goodwill to the Disposal of Real Estate Assets | Restatement Adjustments | ||
Revenues: | ||
Rentals | $ 0 | |
Interest income on loans receivable | 0 | |
Earned income from direct financing leases | 0 | |
Tenant reimbursement income | 0 | |
Interest income and other | 0 | |
Total revenues | 0 | $ 0 |
Expenses: | ||
General and administrative | 0 | |
Property costs | 0 | |
Real estate acquisition costs | 0 | |
Interest | 0 | |
Depreciation and amortization | 0 | |
Impairments | 576 | 204 |
Total expenses | 576 | 204 |
Income from continuing operations before other expense and income tax expense | (576) | |
Other expense: | ||
Loss on debt extinguishment | 0 | |
Total other expense | 0 | |
Income from continuing operations before income tax expense | (576) | (204) |
Income tax expense | 0 | |
Income from continuing operations | (576) | (204) |
Discontinued operations: | ||
Income from discontinued operations | 0 | 0 |
Income before gain on dispositions of assets | (576) | (204) |
Gain on dispositions of assets | (2,185) | (187) |
Net income | $ (2,761) | $ (391) |
Net income per share of common stock—basic: | ||
Continuing operations (in USD per share) | $ (0.01) | $ 0 |
Discontinued operations (in USD per share) | 0 | 0 |
Net income per share attributable to common stockholders—basic (in USD per share) | (0.01) | 0 |
Net income per share of common stock—diluted: | ||
Continuing operations (in USD per share) | (0.01) | 0 |
Discontinued operations (in USD per share) | 0 | 0 |
Net income per share attributable to common stockholders—diluted (in USD per share) | $ (0.01) | $ 0 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 0 | 0 |
Diluted (in shares) | 0 | 0 |
Restatement - Statement of Cash
Restatement - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Operating activities | |||
Net income | $ 22,563 | $ 13,848 | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||
Depreciation and amortization | 66,296 | 60,549 | |
Impairments | 2,234 | 1,911 | |
Amortization of deferred financing costs | 2,072 | 973 | |
Derivative net settlements, amortization and other interest rate hedge losses | (28) | (26) | |
Amortization of debt discounts (premiums) | 476 | (929) | |
Stock-based compensation expense | 3,827 | 2,452 | |
Loss on debt extinguishment | 1,230 | 0 | |
Debt extinguishment costs | (2,733) | 0 | |
Gains on dispositions of real estate and other assets, net | (9,151) | (1,528) | |
Non-cash revenue | (4,809) | (3,962) | |
Other | (14) | 121 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | (1,938) | (1,510) | |
Accounts payable, accrued expenses and other liabilities | (420) | (6,055) | |
Net cash provided by operating activities | 79,605 | 65,844 | |
Investing activities | |||
Acquisitions/investments of real estate | (265,740) | (157,972) | |
Collections of principal on loans receivable and real estate assets under direct financing leases | 1,452 | 1,319 | |
Proceeds from dispositions of real estate and other assets | 71,547 | 6,243 | |
Transfers of net sales proceeds to restricted accounts under 1031 exchanges | (6,937) | 20,784 | |
Transfers of net sales proceeds from (to) Master Trust Release | 43,412 | (6,345) | |
Net cash used in investing activities | (156,266) | (135,971) | |
Financing activities | |||
Borrowings under Revolving Credit Facilities | 345,000 | 180,535 | |
Repayments under credit facilities | (175,101) | (80,049) | |
Borrowings under Convertible Notes | 0 | 10,000 | |
Repayments under mortgages and notes payable | (167,102) | (14,116) | |
Deferred financing costs | (3,562) | (503) | |
Proceeds from issuance of common stock, net of offering costs | 78,552 | 0 | |
Proceeds from exercise of stock options | 0 | 183 | |
Purchase of shares of common stock | (720) | (104) | |
Dividends paid/distributions to equity owners | (70,046) | (61,573) | |
Transfers from (to) escrow deposits with lenders | 1,593 | (850) | |
Net cash provided by financing activities | 8,614 | 33,523 | |
Net decrease in cash and cash equivalents | (68,047) | (36,604) | |
Cash and cash equivalents, beginning of period | 176,181 | 66,588 | $ 66,588 |
Cash and cash equivalents, end of period | 108,134 | 29,984 | 176,181 |
As Previously Reported | |||
Operating activities | |||
Net income | 25,324 | 14,239 | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||
Depreciation and amortization | 66,296 | 60,549 | |
Impairments | 1,658 | 1,707 | |
Amortization of deferred financing costs | 2,072 | 973 | |
Derivative net settlements, amortization and other interest rate hedge losses | (28) | (26) | |
Amortization of debt discounts (premiums) | 476 | (929) | |
Stock-based compensation expense | 3,827 | 2,452 | |
Loss on debt extinguishment | 1,230 | 0 | |
Debt extinguishment costs | (2,733) | 0 | |
Gains on dispositions of real estate and other assets, net | (11,336) | (1,715) | |
Non-cash revenue | (4,809) | (3,962) | |
Other | (14) | 121 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | (1,938) | (1,510) | |
Accounts payable, accrued expenses and other liabilities | (420) | (6,055) | |
Net cash provided by operating activities | 79,605 | 65,844 | |
Investing activities | |||
Acquisitions/investments of real estate | (265,740) | (157,972) | |
Collections of principal on loans receivable and real estate assets under direct financing leases | 1,452 | 1,319 | |
Proceeds from dispositions of real estate and other assets | 71,547 | 6,243 | |
Transfers of net sales proceeds to restricted accounts under 1031 exchanges | (6,937) | 20,784 | |
Transfers of net sales proceeds from (to) Master Trust Release | 43,412 | (6,345) | |
Net cash used in investing activities | (156,266) | (135,971) | |
Financing activities | |||
Borrowings under Revolving Credit Facilities | 345,000 | 180,535 | |
Repayments under credit facilities | (175,101) | (80,049) | |
Borrowings under Convertible Notes | 0 | 10,000 | |
Repayments under mortgages and notes payable | (167,102) | (14,116) | |
Deferred financing costs | (3,562) | (503) | |
Proceeds from issuance of common stock, net of offering costs | 78,552 | 0 | |
Proceeds from exercise of stock options | 0 | 183 | |
Purchase of shares of common stock | (720) | (104) | |
Dividends paid/distributions to equity owners | (70,046) | (61,573) | |
Transfers from (to) escrow deposits with lenders | 1,593 | (850) | |
Net cash provided by financing activities | 8,614 | 33,523 | |
Net decrease in cash and cash equivalents | (68,047) | (36,604) | |
Cash and cash equivalents, beginning of period | 176,181 | 66,588 | 66,588 |
Cash and cash equivalents, end of period | 108,134 | 29,984 | 176,181 |
Correction of Allocation of Goodwill to the Disposal of Real Estate Assets | Restatement Adjustments | |||
Operating activities | |||
Net income | (2,761) | (391) | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||
Depreciation and amortization | 0 | 0 | |
Impairments | 576 | 204 | |
Amortization of deferred financing costs | 0 | 0 | |
Derivative net settlements, amortization and other interest rate hedge losses | 0 | 0 | |
Amortization of debt discounts (premiums) | 0 | 0 | |
Stock-based compensation expense | 0 | 0 | |
Loss on debt extinguishment | 0 | 0 | |
Debt extinguishment costs | 0 | 0 | |
Gains on dispositions of real estate and other assets, net | 2,185 | 187 | |
Non-cash revenue | 0 | 0 | |
Other | 0 | 0 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | 0 | 0 | |
Accounts payable, accrued expenses and other liabilities | 0 | 0 | |
Net cash provided by operating activities | 0 | 0 | |
Investing activities | |||
Acquisitions/investments of real estate | 0 | 0 | |
Collections of principal on loans receivable and real estate assets under direct financing leases | 0 | 0 | |
Proceeds from dispositions of real estate and other assets | 0 | 0 | |
Transfers of net sales proceeds to restricted accounts under 1031 exchanges | 0 | 0 | |
Transfers of net sales proceeds from (to) Master Trust Release | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | |
Financing activities | |||
Borrowings under Revolving Credit Facilities | 0 | 0 | |
Repayments under credit facilities | 0 | 0 | |
Borrowings under Convertible Notes | 0 | 0 | |
Repayments under mortgages and notes payable | 0 | 0 | |
Deferred financing costs | 0 | 0 | |
Proceeds from issuance of common stock, net of offering costs | 0 | 0 | |
Proceeds from exercise of stock options | 0 | 0 | |
Purchase of shares of common stock | 0 | 0 | |
Dividends paid/distributions to equity owners | 0 | 0 | |
Transfers from (to) escrow deposits with lenders | 0 | 0 | |
Net cash provided by financing activities | 0 | 0 | |
Net decrease in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents, beginning of period | 0 | 0 | 0 |
Cash and cash equivalents, end of period | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2015USD ($)loansegment | Dec. 31, 2014USD ($)loan | |
Summary Of Significant Accounting Policies [Line Items] | ||
Net assets | $ 7,990,321,000 | $ 7,964,230,000 |
Net liabilities | 4,646,370,000 | 4,652,568,000 |
Unamortized deferred financing costs | $ 48,499,000 | 46,332,000 |
Number of segments | segment | 1 | |
Allowance for doubtful accounts | $ 9,200,000 | 8,400,000 |
Accounts receivable | 22,400,000 | 21,300,000 |
Provision for losses | 9,000,000 | 10,900,000 |
Deferred rental revenue receivables | 50,700,000 | 48,300,000 |
Allowance for loan losses | $ 0 | 0 |
Loan placed on non accrual status, past due days | 60 days | |
Provision for income taxes | $ 0 | |
Deferred costs and other assets | $ 149,789,000 | 185,507,000 |
Revolving credit facility, unamortized deferred financing costs | $ 2,300 | |
Mortgages | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Loans on non accruals status | loan | 0 | 0 |
Notes | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Loans on non accruals status | loan | 0 | 0 |
Special Purpose Entity | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Net assets | $ 5,200,000,000 | $ 5,700,000,000 |
Net liabilities | $ 3,600,000,000 | 3,800,000,000 |
Deferred Costs And Other Assets | New Accounting Pronouncement, Early Adoption, Effect | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Unamortized deferred financing costs | (48,700,000) | |
Long-term Debt | New Accounting Pronouncement, Early Adoption, Effect | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Unamortized deferred financing costs | $ 46,300,000 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Schedule of Restricted Cash and Escrow Deposits (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and investments | $ 62,276 | $ 100,344 |
Collateral Deposits | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and investments | 29,783 | 29,483 |
Tenant Improvements, Repairs and Leasing Commissions | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and investments | 13,130 | 13,427 |
Master Trust Release | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and investments | 9,658 | 53,069 |
Title Company Escrow | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and investments | 6,937 | 0 |
Loan Impounds | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and investments | 671 | 794 |
Other Restricted Cash and Escrow Deposits | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash and investments | $ 2,097 | $ 3,571 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015USD ($)PropertyState | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($)Property | |
Investment [Line Items] | |||
Gross investment in real estate properties | $ 8,224,762 | $ 8,043,497 | |
Number of real estate properties | Property | 2,547 | 2,509 | |
Number of properties securing borrowings | Property | 145 | ||
Properties dispersed geographically | State | 49 | ||
Minimum percentage of investment in real estate properties | 10.00% | ||
Amortization amount to rental revenue for capitalized leases | $ 1,400 | $ 1,300 | |
Texas | |||
Investment [Line Items] | |||
Number of states exceeding disclosure threshold | State | 1 | ||
Percentage of investment in real estate properties | 11.90% | ||
In-Place Leases | |||
Investment [Line Items] | |||
Leases amortization expenses | $ 12,800 | $ 13,400 |
Investments - Summary of Real E
Investments - Summary of Real Estate and Loan Activity, Net of Accumulated Depreciation and Amortization (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($)Property | |
Number of Properties Owned or Financed | |
Gross balance, December 31, 2014 | Property | 2,509 |
Acquisitions/improvements | Property | 53 |
Dispositions of real estate | Property | (15) |
Principal payments and payoffs | Property | 0 |
Impairments | Property | 0 |
Write off of gross lease intangibles | Property | 0 |
Loan premium amortization and other | Property | 0 |
Gross balance, March 31, 2015 | Property | 2,547 |
Dollar Amount of Investments | |
Gross balance, December 31, 2014 | $ 8,043,497 |
Acquisitions/improvements | 265,740 |
Dispositions of real estate | (78,428) |
Principal payments and payoffs | (1,403) |
Impairments | (2,132) |
Write off of gross lease intangibles | (1,844) |
Loan premium amortization and other | (668) |
Gross balance, March 31, 2015 | 8,224,762 |
Accumulated depreciation and amortization | (981,784) |
Other non-real estate assets held for sale | 1,595 |
Net balance, March 31, 2015 | $ 7,244,573 |
Owned Properties | |
Number of Properties Owned or Financed | |
Gross balance, December 31, 2014 | Property | 2,364 |
Acquisitions/improvements | Property | 53 |
Dispositions of real estate | Property | (15) |
Principal payments and payoffs | Property | 0 |
Impairments | Property | 0 |
Write off of gross lease intangibles | Property | 0 |
Loan premium amortization and other | Property | 0 |
Gross balance, March 31, 2015 | Property | 2,402 |
Dollar Amount of Investments | |
Gross balance, December 31, 2014 | $ 7,934,072 |
Acquisitions/improvements | 265,740 |
Dispositions of real estate | (78,428) |
Principal payments and payoffs | 0 |
Impairments | (2,132) |
Write off of gross lease intangibles | (1,844) |
Loan premium amortization and other | (49) |
Gross balance, March 31, 2015 | 8,117,359 |
Accumulated depreciation and amortization | (981,784) |
Other non-real estate assets held for sale | 1,595 |
Net balance, March 31, 2015 | $ 7,137,170 |
Financed Properties | |
Number of Properties Owned or Financed | |
Gross balance, December 31, 2014 | Property | 145 |
Acquisitions/improvements | Property | 0 |
Dispositions of real estate | Property | 0 |
Principal payments and payoffs | Property | 0 |
Impairments | Property | 0 |
Write off of gross lease intangibles | Property | 0 |
Loan premium amortization and other | Property | 0 |
Gross balance, March 31, 2015 | Property | 145 |
Dollar Amount of Investments | |
Gross balance, December 31, 2014 | $ 109,425 |
Acquisitions/improvements | 0 |
Dispositions of real estate | 0 |
Principal payments and payoffs | (1,403) |
Impairments | 0 |
Write off of gross lease intangibles | 0 |
Loan premium amortization and other | (619) |
Gross balance, March 31, 2015 | 107,403 |
Accumulated depreciation and amortization | 0 |
Other non-real estate assets held for sale | 0 |
Net balance, March 31, 2015 | $ 107,403 |
Investments - Summary of Real43
Investments - Summary of Real Estate and Loan Activity, Net of Accumulated Depreciation and Amortization (Footnote) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2015USD ($)Property | Dec. 31, 2014Property | |
Real Estate Properties [Line Items] | ||
Revenue producing capitalized expenditures | $ 0.2 | |
Capitalized maintenance expenditures | 0.2 | |
Accumulated depreciation and amortization associated with dispositions of real estate | $ 12.5 | |
Number of properties sold under 1031 Exchanges | Property | 6 | |
Amount of properties sold under 1031 Exchanges | $ 39.4 | |
Amount of properties acquired under 1031 Exchanges | $ (32.5) | |
Number of properties acquired under 1031 Exchanges | Property | 4 | |
Properties Vacant | ||
Real Estate Properties [Line Items] | ||
Number of properties | Property | 42 | 37 |
Property Held For Sale | ||
Real Estate Properties [Line Items] | ||
Number of properties | Property | 14 | 8 |
Investments - Schedule of Minim
Investments - Schedule of Minimum Future Contractual Rent to be Received (Details) $ in Thousands | Mar. 31, 2015USD ($) |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Remainder of 2015 | $ 459,105 |
2,016 | 600,209 |
2,017 | 585,456 |
2,018 | 570,474 |
2,019 | 550,798 |
Thereafter | 4,320,779 |
Total future minimum rentals | $ 7,086,821 |
Investments - Schedule of Loans
Investments - Schedule of Loans Receivable, Net of Premium (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans receivable, net | $ 107,403 | $ 109,425 |
Mortgage Receivable | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans receivable, gross | 95,204 | 96,594 |
Loan premium | 11,833 | 12,452 |
Loans receivable, net | 107,037 | 109,046 |
Notes Receivable | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans receivable, gross | $ 366 | $ 379 |
Investments - Schedule of Lease
Investments - Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Capital Leased Assets [Line Items] | ||
Less: accumulated amortization | $ (196,327) | $ (187,160) |
Intangible lease assets, net | 573,925 | 590,073 |
Less: accumulated amortization | (34,889) | (31,625) |
Intangible lease liabilities, net | 204,161 | 205,968 |
In-Place Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | 670,127 | 676,665 |
Above-Market Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | 100,125 | 100,568 |
Below-Market Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease liabilities, gross | $ 239,050 | $ 237,593 |
Investments - Schedule of Compo
Investments - Schedule of Components of Real Estate Investments Held Under Direct Financing Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Minimum lease payments receivable | $ 15,053 | $ 15,897 |
Estimated residual value of leased assets | 52,195 | 55,858 |
Unearned income | (14,396) | (15,191) |
Total | $ 52,852 | $ 56,564 |
Investments - Schedule of Activ
Investments - Schedule of Activity in Real Estate Assets Held for Sale (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($)Property | |
Number of Properties | |
Balance, December 31, 2014 | Property | 24 |
Transfers from real estate investments | Property | 23 |
Sales | Property | (10) |
Balance, March 31, 2015 | Property | 37 |
Carrying Value | |
Balance, December 31, 2014 | $ | $ 119,046 |
Transfers from real estate investments | $ | 105,365 |
Sales | $ | (48,617) |
Balance, March 31, 2015 | $ | $ 175,794 |
Continuing Operations | |
Number of Properties | |
Balance, December 31, 2014 | Property | 19 |
Transfers from real estate investments | Property | 23 |
Sales | Property | (10) |
Balance, March 31, 2015 | Property | 32 |
Carrying Value | |
Balance, December 31, 2014 | $ | $ 110,052 |
Transfers from real estate investments | $ | 105,399 |
Sales | $ | (48,617) |
Balance, March 31, 2015 | $ | $ 166,834 |
Discontinued Operations | |
Number of Properties | |
Balance, December 31, 2014 | Property | 5 |
Transfers from real estate investments | Property | 0 |
Sales | Property | 0 |
Balance, March 31, 2015 | Property | 5 |
Carrying Value | |
Balance, December 31, 2014 | $ | $ 8,994 |
Transfers from real estate investments | $ | (34) |
Sales | $ | 0 |
Balance, March 31, 2015 | $ | $ 8,960 |
Investments - Schedule of Recon
Investments - Schedule of Reconciliation of Major Classes of Assets and Liabilities from Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Land and improvements | $ 5,335 | $ 5,351 |
Buildings and improvements | 5,780 | 5,798 |
Total real estate investments | 11,115 | 11,149 |
Less: accumulated depreciation | (2,167) | (2,167) |
Intangible lease assets, net | 460 | 460 |
Total assets | 9,408 | 9,442 |
Liabilities | ||
Intangible lease liabilities, net | 448 | 448 |
Total liabilities | 448 | 448 |
Net assets | $ 8,960 | $ 8,994 |
Investments - Summary of Total
Investments - Summary of Total Impairment Losses Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Impairment of Real Estate Investments | $ 2,131 | $ 1,911 |
Real estate and intangible asset impairment | 1,619 | 1,841 |
Write-off of lease intangibles due to lease terminations, net | 512 | 70 |
Other impairment | 103 | 0 |
Total impairment loss in continuing and discontinued operations | $ 2,234 | $ 1,911 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | May 31, 2014 | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 4,422,309 | $ 4,421,220 | |
Debt discount, net | (54,574) | (51,586) | |
Deferred financing costs, net | (48,499) | (46,332) | |
Total debt, net | $ 4,319,236 | 4,323,302 | |
Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 5.33% | ||
Weighted Average Stated Rates | 4.89% | ||
Weighted Average Term | 5 years 3 months 18 days | ||
Revolving Credit Facilities | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 185,081 | 15,181 | |
Revolving Credit Facilities | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Stated Rates | 2.23% | ||
Weighted Average Term | 3 years 9 months 18 days | ||
Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,705,910 | 1,710,380 | |
Debt discount, net | (25,916) | (26,903) | |
Deferred financing costs, net | (21,808) | (22,113) | |
Total debt, net | $ 1,658,186 | 1,661,364 | |
Master Trust Notes | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 5.44% | ||
Weighted Average Stated Rates | 5.04% | ||
Weighted Average Term | 7 years 10 months 24 days | ||
CMBS - fixed-rate | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,671,951 | 1,836,181 | |
CMBS - fixed-rate | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 5.45% | ||
Weighted Average Stated Rates | 5.86% | ||
Weighted Average Term | 3 years | ||
CMBS - variable-rate | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 110,598 | 110,685 | |
CMBS - variable-rate | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 3.50% | ||
Weighted Average Stated Rates | 3.30% | ||
Weighted Average Term | 2 years 6 months | ||
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 747,500 | 747,500 | |
Deferred financing costs, net | $ (19,600) | ||
Convertible Notes | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 4.84% | ||
Weighted Average Stated Rates | 3.28% | ||
Weighted Average Term | 5 years | ||
Unsecured fixed rate promissory note | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,269 | $ 1,293 | |
Unsecured fixed rate promissory note | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 9.12% | ||
Weighted Average Stated Rates | 7.00% | ||
Weighted Average Term | 6 years 9 months 18 days |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities - Narrative (Details) | Mar. 31, 2015USD ($)Propertycredit_advance | Mar. 31, 2015USD ($)Propertycredit_advance | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | |||
Amount outstanding | $ 181,518,000 | $ 181,518,000 | $ 15,114,000 |
Number of properties securing borrowings | Property | 145 | 145 | |
Weighted Average | |||
Line of Credit Facility [Line Items] | |||
Weighted Average Term | 5 years 3 months 18 days | ||
Weighted Average Effective Interest Rates | 5.33% | 5.33% | |
Weighted Average Stated Rates | 4.89% | 4.89% | |
Unsecured Debt | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 600,000,000 | $ 600,000,000 | |
Line of credit facility, accordion feature, increase limit | 1,000,000,000 | 1,000,000,000 | |
Maximum borrowing capacity increase, accordion feature | $ 1,000,000,000 | 1,000,000,000 | |
Commitment fee on unused capacity | 0.15% | ||
Origination costs | $ 3,500,000 | 3,500,000 | |
Amount outstanding | 170,000,000 | 170,000,000 | |
Line of credit facility remaining borrowing capacity | $ 430,000,000 | $ 430,000,000 | |
Unsecured Debt | Minimum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee on unused capacity | 0.125% | ||
Unsecured Debt | Maximum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee on unused capacity | 0.30% | ||
Unsecured Debt | Weighted Average | |||
Line of Credit Facility [Line Items] | |||
Weighted Average Term | 6 years 9 months 18 days | ||
Weighted Average Effective Interest Rates | 9.12% | 9.12% | |
Weighted Average Stated Rates | 7.00% | 7.00% | |
Unsecured Debt | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.70% | ||
Unsecured Debt | LIBOR | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.875% | ||
Unsecured Debt | LIBOR | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.55% | ||
Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Commitment fee on unused capacity | 0.35% | ||
Debt extinguishment costs | $ 2,000,000 | ||
Line of Credit | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | |
Revolving Credit Facility | Special Purpose Entity | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | 40,000,000 | 40,000,000 | |
Amount outstanding | $ 15,100,000 | $ 15,100,000 | |
Weighted Average Term | 24 months | ||
Number of separate advances | credit_advance | 3 | 3 | |
Number of properties securing borrowings | Property | 3 | 3 | |
Weighted Average Effective Interest Rates | 3.89% | 3.89% | |
Revolving Credit Facility | Weighted Average | Special Purpose Entity | |||
Line of Credit Facility [Line Items] | |||
Weighted Average Stated Rates | 3.58% | 3.58% | |
Swingline Loans | Unsecured Debt | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | |
Letters of Credit | Unsecured Debt | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 60,000,000 | $ 60,000,000 |
Debt - Summary of Debt - Master
Debt - Summary of Debt - Master Trust Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 4,422,309 | $ 4,421,220 |
Debt discount, net | (54,574) | (51,586) |
Deferred financing costs, net | (48,499) | (46,332) |
Total debt, net | 4,319,236 | 4,323,302 |
Master Trust Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,705,910 | 1,710,380 |
Debt discount, net | (25,916) | (26,903) |
Deferred financing costs, net | (21,808) | (22,113) |
Total debt, net | $ 1,658,186 | 1,661,364 |
Master Trust Notes | Series 2014-1 Class A1 | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 6.00% | |
Stated interest rates | 5.10% | |
Remaining Term | 5 years 2 months 12 days | |
Long-term debt, gross | $ 72,933 | 75,489 |
Master Trust Notes | Series 2014-1 Class A2 | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 6.00% | |
Stated interest rates | 5.40% | |
Remaining Term | 5 years 3 months 18 days | |
Long-term debt, gross | $ 253,300 | 253,300 |
Master Trust Notes | Series 2014-2 | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 6.10% | |
Stated interest rates | 5.80% | |
Remaining Term | 6 years | |
Long-term debt, gross | $ 232,086 | 232,867 |
Master Trust Notes | Series 2014-3 | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 6.00% | |
Stated interest rates | 5.70% | |
Remaining Term | 7 years | |
Long-term debt, gross | $ 312,600 | 312,705 |
Master Trust Notes | Series 2014-4 Class A1 | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 3.90% | |
Stated interest rates | 3.50% | |
Remaining Term | 4 years 9 months 18 days | |
Long-term debt, gross | $ 150,000 | 150,000 |
Master Trust Notes | Series 2014-4 Class A2 | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 4.80% | |
Stated interest rates | 4.60% | |
Remaining Term | 14 years 9 months 18 days | |
Long-term debt, gross | $ 360,000 | 360,000 |
Master Trust Notes | Total Master Trust 2014 notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 5.50% | |
Stated interest rates | 5.10% | |
Remaining Term | 8 years 2 months 12 days | |
Long-term debt, gross | $ 1,380,919 | 1,384,361 |
Master Trust Notes | Series 2013-1 Class A | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 4.60% | |
Stated interest rates | 3.90% | |
Remaining Term | 3 years 8 months 12 days | |
Long-term debt, gross | $ 125,000 | 125,000 |
Master Trust Notes | Series 2013-2 Class A | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 5.60% | |
Stated interest rates | 5.30% | |
Remaining Term | 8 years 8 months 12 days | |
Long-term debt, gross | $ 199,991 | 201,019 |
Master Trust Notes | Total Master Trust 2013 notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 5.20% | |
Stated interest rates | 4.70% | |
Remaining Term | 6 years 9 months 18 days | |
Long-term debt, gross | $ 324,991 | $ 326,019 |
Debt - Master Trust Notes - Nar
Debt - Master Trust Notes - Narrative (Details) | Mar. 31, 2015Property |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 145 |
Master Trust 2014 notes | |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 963 |
Master Trust 2014 notes | Mortgages | |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 82 |
Master Trust 2013 notes | |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 313 |
Master Trust 2013 notes | Mortgages | |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 77 |
Debt - CMBS - Narrative (Detail
Debt - CMBS - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($)PropertyloanLoan | |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 145 |
CMBS Loans | CMBS - fixed-rate | |
Debt Instrument [Line Items] | |
Number of loans secured by mortgage on leased properties and related assets | loan | 163 |
Number of properties securing borrowings | 505 |
CMBS Loans | CMBS - variable-rate | |
Debt Instrument [Line Items] | |
Number of loans secured by mortgage on leased properties and related assets | loan | 11 |
Number of properties securing borrowings | 123 |
Fixed interest rate, interest rate swaps | 4.55% |
CMBS Loans | Mortgages | |
Debt Instrument [Line Items] | |
Number of CMBS loans in default | Loan | 4 |
Number of properties securing loans | 12 |
Debt default amount | $ | $ 77.4 |
Interest added to principal | $ | 4.4 |
Lender controlled restricted cash | $ | $ 14 |
Minimum | CMBS Loans | CMBS - fixed-rate | |
Debt Instrument [Line Items] | |
Stated interest rates | 3.90% |
Minimum | CMBS Loans | CMBS - variable-rate | |
Debt Instrument [Line Items] | |
Stated interest rates | 2.67% |
Minimum | CMBS Loans | Mortgages | |
Debt Instrument [Line Items] | |
Default interest rate | 9.52% |
Maximum | CMBS Loans | CMBS - fixed-rate | |
Debt Instrument [Line Items] | |
Stated interest rates | 8.39% |
Maximum | CMBS Loans | CMBS - variable-rate | |
Debt Instrument [Line Items] | |
Stated interest rates | 3.68% |
Maximum | CMBS Loans | Mortgages | |
Debt Instrument [Line Items] | |
Default interest rate | 10.88% |
Debt - Convertible Notes - Narr
Debt - Convertible Notes - Narrative (Details) | May 31, 2014USD ($)$ / shares | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||
Deferred financing costs | $ 48,499,000 | $ 46,332,000 | |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Conversion rate | 0.0763636 | ||
Conversion price | $ / shares | $ 13.10 | ||
Premium above public offering price | 22.50% | ||
Value of the embedded conversion premium, included in net debt (discount) | $ 56,700,000 | 49,400,000 | |
Deferred financing costs | 19,600,000 | ||
Unamortized deferred financing costs | $ 17,000,000 | ||
Convertible Senior Notes | Convertible Senior Notes Due 2019 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 402,500,000 | ||
Weighted Average Stated Rates | 2.875% | ||
Convertible Senior Notes | Convertible Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 345,000,000 | ||
Weighted Average Stated Rates | 3.75% |
Debt - Debt Extinguishment - Na
Debt - Debt Extinguishment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Debt Instrument [Line Items] | ||
Net gain (loss) on debt extinguishment | $ (1,230) | $ 0 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Amount of debt defeasance | $ 162,800 | |
Weighted average contractual interest rate | 5.76% | |
Net gain (loss) on debt extinguishment | $ (1,200) |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Scheduled Principal Payments For Borrowings [Line Items] | ||
Total debt, net | $ 4,319,236 | $ 4,323,302 |
Mortgages and Notes Payable | ||
Scheduled Principal Payments For Borrowings [Line Items] | ||
Remainder of 2015 | 252,395 | |
2,016 | 314,020 | |
2,017 | 844,643 | |
2,018 | 291,411 | |
2,019 | 666,520 | |
Thereafter | 2,053,320 | |
Total debt, net | 4,422,309 | |
Mortgages and Notes Payable | Scheduled Principal | ||
Scheduled Principal Payments For Borrowings [Line Items] | ||
Remainder of 2015 | 22,363 | |
2,016 | 29,090 | |
2,017 | 28,535 | |
2,018 | 42,560 | |
2,019 | 44,520 | |
Thereafter | 289,321 | |
Total debt, net | 456,389 | |
Mortgages and Notes Payable | Balloon Payment | ||
Scheduled Principal Payments For Borrowings [Line Items] | ||
Remainder of 2015 | 230,032 | |
2,016 | 284,930 | |
2,017 | 816,108 | |
2,018 | 248,851 | |
2,019 | 622,000 | |
Thereafter | 1,763,999 | |
Total debt, net | $ 3,965,920 |
Debt - Schedule of Debt Matur59
Debt - Schedule of Debt Maturities (Footnote) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($)Loan | |
Mortgages and Notes Payable | |
Debt Instrument [Line Items] | |
Debt default amount | $ 77.4 |
CMBS Loans | Mortgages | |
Debt Instrument [Line Items] | |
Debt default amount | $ 77.4 |
Number of CMBS loans in default | Loan | 4 |
Debt - Summary of Components of
Debt - Summary of Components of Interest Expense Related to Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Schedule Of Interest Expenses [Line Items] | ||
Amortization of deferred financing costs | $ 2,072 | $ 973 |
Amortization of net losses related to interest rate swaps | 28 | 33 |
Amortization of debt (premium)/discount | 476 | (929) |
Total interest expense | 57,914 | 54,399 |
Revolving Credit Facilities | ||
Schedule Of Interest Expenses [Line Items] | ||
Interest expense | 803 | 720 |
Mortgages and Notes Payable | ||
Schedule Of Interest Expenses [Line Items] | ||
Interest expense | 48,408 | 53,596 |
Convertible Notes | ||
Schedule Of Interest Expenses [Line Items] | ||
Interest expense | 6,127 | 0 |
Other Interest Expense | ||
Schedule Of Interest Expenses [Line Items] | ||
Interest expense | 0 | 6 |
Interest Expense | ||
Schedule Of Interest Expenses [Line Items] | ||
Amortization of debt (premium)/discount | $ 476 | $ (929) |
Debt - Summary of Components 61
Debt - Summary of Components of Interest Expense Related to Borrowings (Footnote) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Interest expense associated with non-utilization fees | $ 0.4 | $ 0.3 |
Derivative and Hedging Activi62
Derivative and Hedging Activities - Summary of Notional Amount and Fair Value of Derivative Instruments (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Fair Value of Liability | $ (1,630) | $ (1,122) |
Accounts payable, accrued expenses and other liabilities | Interest Rate Swap Maturing in 2017 | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 10,787 | |
Fixed Interest Rate | 4.62% | |
Fair Value of Liability | $ (85) | (46) |
Accounts payable, accrued expenses and other liabilities | Interest Rate Swap Maturing in 2016 | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 6,627 | |
Fixed Interest Rate | 5.75% | |
Fair Value of Liability | $ (147) | (180) |
Accounts payable, accrued expenses and other liabilities | Interest Rate Swap Maturing in 2015 | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 32,400 | |
Fixed Interest Rate | 3.15% | |
Fair Value of Liability | $ (63) | (93) |
Accounts payable, accrued expenses and other liabilities | Interest Rate Swap Maturing in 2018 | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 61,758 | |
Fixed Interest Rate | 5.14% | |
Fair Value of Liability | $ (1,335) | $ (803) |
Derivative and Hedging Activi63
Derivative and Hedging Activities - Summary of Notional Amount and Fair Value of Derivative Instruments (Footnote) (Details) - Interest Rate Swap Maturing in 2018 - Designated as Hedging Instrument - Accounts payable, accrued expenses and other liabilities $ in Thousands | Mar. 31, 2015USD ($)Derivative |
Derivatives, Fair Value [Line Items] | |
Number of interest rate derivatives held | Derivative | 8 |
Notional amount | $ 61,758 |
Minimum | |
Derivatives, Fair Value [Line Items] | |
Notional amount | 7,600 |
Maximum | |
Derivatives, Fair Value [Line Items] | |
Notional amount | $ 7,900 |
Derivative and Hedging Activi64
Derivative and Hedging Activities - Summary of Amounts Recorded in AOCL (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from AOCL into Operations (Effective Portion) | $ (317) | $ (323) |
General and Administrative Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) | (4) | 0 |
Cash Flow Hedging | Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Recognized in AOCL on Derivative (Effective Portion) | $ (852) | $ (402) |
Derivative and Hedging Activi65
Derivative and Hedging Activities - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments loss estimated to be reclassified from accumulated OCI as an increase to interest expense within 12 months | $ 1.1 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares issued (in shares) | 418,401,109 | 411,350,440 |
Weighted Average | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price per share (in USD per share) | $ 12.07 | |
ATM Program | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares issued (in shares) | 6,600,000 | |
Proceeds from issuance of common stock | $ 79.8 | |
Net proceeds from common stock offering | $ 78.6 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2015 | Mar. 31, 2015 | Mar. 31, 2014 |
Equity [Abstract] | |||
Dividend per share (in USD per share) | $ 0.17 | $ 0.17 | $ 0.16625 |
Dividends | $ 71,123 |
Stockholders' Equity - Summar68
Stockholders' Equity - Summary of Dividends Declared (Footnote) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Equity [Abstract] | |
Estimated forfeitures for dividends declared on employee restricted stock awards | $ 5 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($)tenantclaim | |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding claims | claim | 0 |
Total commitments | $ 194.7 |
Total commitments relating to future acquisitions | 185.3 |
Contingently liable amount of debt owed by tenant | $ 5.7 |
Number of tenants indemnified by | tenant | 1 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
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 | (1,630) | (1,122) |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps financial liabilities | 0 | 0 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps financial liabilities | $ (1,630) | $ (1,122) |
Fair Value Measurements - Asset
Fair Value Measurements - Assets at Fair Value on Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Impairment Charges | $ (2,234) | $ (1,911) | |
Fair Value, Measurements, Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used, Dispositions | $ 0 | ||
Lease intangible assets, Dispositions | 0 | 0 | |
Long-lived assets held for sale, Dispositions | 0 | (26,721) | |
Long-lived assets held and used, Impairment Charges | (20,679) | ||
Lease intangible assets, Impairment Charges | (615) | 4,317 | |
Long-lived assets held for sale, Impairment Charges | (1,619) | (21,653) | |
Total Impairment Charges | (2,234) | (38,015) | |
Fair Value, Measurements, Nonrecurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | 0 | ||
Lease intangible assets | 0 | 0 | |
Long-lived assets held for sale | 0 | 0 | |
Fair Value, Measurements, Nonrecurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | 0 | ||
Lease intangible assets | 0 | 0 | |
Long-lived assets held for sale | 0 | 0 | |
Fair Value, Measurements, Nonrecurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | 37,278 | ||
Lease intangible assets | 0 | 10,013 | |
Long-lived assets held for sale | 4,495 | 92,679 | |
Fair Value | Fair Value, Measurements, Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | 37,278 | ||
Lease intangible assets | 0 | 10,013 | |
Long-lived assets held for sale | $ 4,495 | $ 65,958 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying Amount And Estimated Fair Value Of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | $ 107,403 | $ 109,425 |
Revolving Credit Facilities | 181,518 | 15,114 |
Mortgages and notes payable, net | 3,456,609 | 3,629,998 |
Convertible Notes, net | 681,109 | 678,190 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | 113,495 | 115,747 |
Revolving Credit Facilities | 185,212 | 15,254 |
Mortgages and notes payable, net | 3,697,971 | 3,899,950 |
Convertible Notes, net | $ 747,589 | $ 729,231 |
Significant Credit and Revenu73
Significant Credit and Revenue Concentration - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015Customertenant | Mar. 31, 2014Customer | Dec. 31, 2014tenant | |
Revenue, Major Customer [Line Items] | |||
Number of tenants | tenant | 474 | 454 | |
Shopko | |||
Revenue, Major Customer [Line Items] | |||
Rental revenue in percentage of total revenue | 12.80% | 14.00% | |
Rental revenue by combined properties operated by tenants | 12.30% | 13.10% | |
Revenues | |||
Revenue, Major Customer [Line Items] | |||
Number of tenants | Customer | 0 | 0 | |
Revenues | Minimum | |||
Revenue, Major Customer [Line Items] | |||
Rental revenue in percentage of total revenue | 5.00% | 5.00% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Results of Discontinued Operations (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015USD ($)Property | Mar. 31, 2014USD ($)Property | |
Revenues: | ||
Rent | $ 310 | $ 308 |
Non-cash rent | 0 | (29) |
Other | 13 | 2,917 |
Total revenues | 323 | 3,196 |
Expenses: | ||
General and administrative | 1 | 3 |
Property costs | 61 | 139 |
Impairments | 34 | 0 |
Total expenses | 96 | 142 |
Income from discontinued operations | 227 | 3,054 |
Loss on dispositions of assets | 0 | (7) |
Income from discontinued operations | $ 227 | $ 3,047 |
Number of properties disposed of during period | Property | 0 | 2 |
Supplemental Cash Flow Inform75
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Reduction of debt through sale of certain real estate properties | $ 3,615 | $ 0 |
Accrued interest capitalized to principal | 1,799 | 0 |
Accrued performance share dividend rights | 115 | 0 |
Accrued deferred financing costs | $ 304 | $ 0 |
Incentive Award Plan and Stoc76
Incentive Award Plan and Stock Option Plan - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized under plan (in shares) | 2,000,000 | |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3.8 | $ 2.5 |
Non-vested shares of restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation expense | $ 4.3 | |
Outstanding non vested restricted shares (in shares) | 1,300,000 | |
Non-vested shares of restricted stock | Directors Officers And Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period (in shares) | 400,000 | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock available for issuance (in shares) | 236,826 | |
Stock-based compensation expense | $ 3.5 | |
Potential grants in period based on total shareholder return (in shares) | 1,000,000 | |
Dividend rights accrued | $ 0.7 | |
Unamortized stock based compensation expense | $ 16.2 | |
Performance Shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Multiplier for shares granted | 0.00% | |
Performance Shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Multiplier for shares granted | 250.00% |
Income Per Share - Schedule of
Income Per Share - Schedule of Reconciliation of the Numerator and Denominator Used in the Computation of Basic and Diluted Income Per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Basic and diluted earnings: | ||
Income from continuing operations | $ 13,185 | $ 9,266 |
Gain on dispositions of assets | 9,151 | 1,535 |
Less: income attributable to unvested restricted stock | (209) | (333) |
Income used in basic and diluted income per share from continuing operations | 22,127 | 10,468 |
Income from discontinued operations | 227 | 3,047 |
Net income attributable to common stockholders used in basic and diluted income per share | $ 22,354 | $ 13,515 |
Basic weighted average shares of common stock outstanding: | ||
Weighted average shares of common stock outstanding (in shares) | 412,195,685 | 370,535,587 |
Less: unvested weighted average shares of restricted stock (in shares) | (1,177,790) | (1,850,645) |
Weighted average number of shares outstanding used in basic income (loss) per share (in shares) | 411,017,895 | 368,684,942 |
Dilutive weighted average shares of common stock | ||
Weighted average number of shares of common stock used in dilutive income (loss) per share (in shares) | 411,622,434 | 369,387,638 |
Dilutive shares (in shares) | 457,283 | 688,348 |
Unvested shares of restricted stock | ||
Dilutive weighted average shares of common stock | ||
Dilutive shares (in shares) | 457,283 | 688,348 |
Unvested performance shares | ||
Dilutive weighted average shares of common stock | ||
Dilutive weighted average share of common stock (in shares) | 598,015 | 697,638 |
Stock options | ||
Dilutive weighted average shares of common stock | ||
Dilutive weighted average share of common stock (in shares) | 6,524 | 5,058 |
Income Per Share - Narrative (D
Income Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares (in shares) | 457,283 | 688,348 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares (in shares) | 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Subsequent Event $ / shares in Units, $ in Millions | Apr. 14, 2015USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Issuance of common shares (in shares) | shares | 23,000,000 |
Price per share (in USD per share) | $ / shares | $ 11.85 |
Aggregate gross proceeds from issuance of common stock | $ | $ 272.6 |
Aggregate net sales proceeds from Issuance of common stock | $ | $ 268.9 |
Underwriter Option | |
Subsequent Event [Line Items] | |
Issuance of common shares (in shares) | shares | 3,000,000 |