Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
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 | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
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 | 479,678,090 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Real estate investments: | ||||
Land and improvements | $ 2,716,408 | $ 2,710,888 | ||
Buildings and improvements | 4,821,840 | 4,816,481 | ||
Total real estate investments | 7,538,248 | 7,527,369 | ||
Less: accumulated depreciation | (931,834) | (860,954) | ||
Real estate investments, net | 6,606,414 | 6,666,415 | ||
Loans receivable, net | 86,165 | 104,003 | ||
Intangible lease assets, net | 491,489 | 526,718 | ||
Real estate assets under direct financing leases, net | 36,021 | 44,324 | ||
Real estate assets held for sale, net | 79,306 | 84,259 | ||
Net investments | 7,299,395 | 7,425,719 | ||
Cash and cash equivalents | 29,410 | 21,790 | $ 39,674 | $ 176,181 |
Deferred costs and other assets, net | 148,497 | 179,180 | ||
Goodwill | 258,369 | 264,350 | ||
Total assets | 7,735,671 | 7,891,039 | ||
Liabilities: | ||||
Revolving Credit Facilities | 0 | 0 | ||
Term Loan, net | 368,207 | 322,902 | ||
Mortgages and notes payable, net | 2,571,844 | 3,079,787 | ||
Convertible Notes, net | 696,290 | 690,098 | ||
Total debt, net | 3,636,341 | 4,092,787 | ||
Intangible lease liabilities, net | 185,811 | 193,903 | ||
Accounts payable, accrued expenses and other liabilities | 138,457 | 142,475 | ||
Total liabilities | 3,960,609 | 4,429,165 | ||
Commitments and contingencies | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value, 750,000,000 shares authorized: 479,678,090 and 441,819,964 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 4,797 | 4,418 | ||
Capital in excess of par value | 5,126,685 | 4,721,323 | ||
Accumulated deficit | (1,356,384) | (1,262,839) | ||
Accumulated other comprehensive loss | (36) | (1,028) | ||
Total stockholders’ equity | 3,775,062 | 3,461,874 | ||
Total liabilities and stockholders’ equity | $ 7,735,671 | $ 7,891,039 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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) | 479,678,090 | 441,819,964 |
Common stock, shares outstanding (in shares) | 479,678,090 | 441,819,964 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | Jun. 15, 2016 | Mar. 15, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Revenues: | ||||||
Rentals | $ 160,506 | $ 159,607 | $ 322,325 | $ 314,125 | ||
Interest income on loans receivable | 1,625 | 1,730 | 3,284 | 3,452 | ||
Earned income from direct financing leases | 698 | 779 | 1,422 | 1,574 | ||
Tenant reimbursement income | 3,200 | 3,492 | 7,024 | 8,123 | ||
Other income and interest from real estate transactions | 5,697 | 2,326 | 6,028 | 2,947 | ||
Total revenues | 171,726 | 167,934 | 340,083 | 330,221 | ||
Expenses: | ||||||
General and administrative | 13,850 | 11,972 | 25,499 | 24,572 | ||
Restructuring charges | 1,813 | 0 | 2,462 | 0 | ||
Property costs | 6,611 | 6,414 | 13,938 | 13,821 | ||
Real estate acquisition costs | 979 | 453 | 1,036 | 1,546 | ||
Interest | 49,172 | 56,167 | 102,189 | 114,081 | ||
Depreciation and amortization | 64,263 | 64,671 | 128,927 | 130,967 | ||
Impairments | 13,371 | 33,771 | 25,989 | 35,971 | ||
Total expenses | 150,059 | 173,448 | 300,040 | 320,958 | ||
Income (loss) from continuing operations before other income and income tax expense | 21,667 | (5,514) | 40,043 | 9,263 | ||
Other income: | ||||||
Gain on debt extinguishment | 14,016 | 3,377 | 8,675 | 2,147 | ||
Total other income | 14,016 | 3,377 | 8,675 | 2,147 | ||
Income (loss) from continuing operations before income tax expense | 35,683 | (2,137) | 48,718 | 11,410 | ||
Income tax expense | (839) | (161) | (920) | (523) | ||
Income (loss) from continuing operations | 34,844 | (2,298) | 47,798 | 10,887 | ||
Discontinued operations: | ||||||
(Loss) income from discontinued operations | 0 | (96) | 0 | 131 | ||
Gain on disposition of assets | 0 | 590 | 0 | 590 | ||
Income from discontinued operations | 0 | 494 | 0 | 721 | ||
Income (loss) before gain on disposition of assets | 34,844 | (1,804) | 47,798 | 11,608 | ||
Gain on disposition of assets | 11,115 | 51,149 | 21,261 | 60,300 | ||
Net income attributable to common stockholders | $ 45,959 | $ 49,345 | $ 69,059 | $ 71,908 | ||
Net income per share of common stock—basic: | ||||||
Continuing operations (in USD per share) | $ 0.10 | $ 0.11 | $ 0.15 | $ 0.17 | ||
Discontinued operations (in USD per share) | 0 | 0 | 0 | 0 | ||
Net income per share attributable to common stockholders—basic (in USD per share) | 0.10 | 0.11 | 0.15 | 0.17 | ||
Net income per share of common stock—diluted: | ||||||
Continuing operations (in USD per share) | 0.10 | 0.11 | 0.15 | 0.17 | ||
Discontinued operations (in USD per share) | 0 | 0 | 0 | 0 | ||
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.10 | $ 0.11 | $ 0.15 | $ 0.17 | ||
Weighted average shares of common stock outstanding: | ||||||
Basic (in shares) | 473,161,125 | 436,619,138 | 457,263,526 | 423,889,238 | ||
Diluted (in shares) | 473,164,386 | 436,923,755 | 457,267,015 | 424,343,232 | ||
Dividends declared per common share issued (in USD per share) | $ 0.175 | $ 0.175 | $ 0.175 | $ 0.17 | $ 0.35 | $ 0.34 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income attributable to common stockholders | $ 45,959 | $ 49,345 | $ 69,059 | $ 71,908 |
Other comprehensive income: | ||||
Change in net unrealized (losses) gains on cash flow hedges | (317) | 40 | (1,173) | (811) |
Net cash flow hedge losses reclassified to operations | 1,930 | 381 | 2,165 | 697 |
Total comprehensive income | $ 47,572 | $ 49,766 | $ 70,051 | $ 71,794 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock, Shares | Common Stock, Par Value | Common Stock, Capital in Excess of Par Value | Accumulated Deficit | AOCL |
Beginning balance (in shares) at Dec. 31, 2015 | 441,819,964 | |||||
Beginning balance at Dec. 31, 2015 | $ 3,461,874 | $ 4,418 | $ 4,721,323 | $ (1,262,839) | $ (1,028) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (Restated) | 69,059 | 69,059 | ||||
Other comprehensive income | 992 | 992 | ||||
Dividends declared on common stock | (161,536) | (161,536) | ||||
Repurchase of shares of common stock (in shares) | (174,235) | |||||
Repurchase of shares of common stock | (739) | (2) | (737) | |||
Issuance of shares of common stock, net (in shares) | 37,512,260 | |||||
Issuance of shares of common stock, net | 401,953 | 375 | 401,578 | |||
Stock-based compensation, net (in shares) | 520,101 | |||||
Stock-based compensation, net | 3,459 | 6 | 3,784 | (331) | ||
Ending balance (in shares) at Jun. 30, 2016 | 479,678,090 | |||||
Ending balance at Jun. 30, 2016 | $ 3,775,062 | $ 4,797 | $ 5,126,685 | $ (1,356,384) | $ (36) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Operating activities | |||||
Net income attributable to common stockholders | $ 45,959 | $ 49,345 | $ 69,059 | $ 71,908 | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||||
Depreciation and amortization | 128,927 | 130,967 | |||
Impairments | 13,371 | 33,771 | 25,989 | 36,005 | |
Amortization of deferred financing costs | 4,402 | 3,973 | |||
Payment to terminate interest rate swap | (1,724) | (64) | |||
Derivative interest rate amortization and other interest rate swap losses (gains) | 1,781 | (21) | |||
Amortization of debt discounts | 747 | 663 | 1,507 | 1,139 | |
Stock-based compensation expense | 3,790 | 7,288 | |||
Gain on debt extinguishment | (8,675) | (2,147) | |||
Debt extinguishment costs | (10,625) | (3,623) | |||
Gains on dispositions of real estate and other assets, net | (21,261) | (60,890) | |||
Non-cash revenue | (11,954) | (10,551) | |||
Other | 210 | (27) | |||
Changes in operating assets and liabilities: | |||||
Deferred costs and other assets, net | (179) | (1,641) | |||
Accounts payable, accrued expenses and other liabilities | (3,620) | (4,677) | |||
Accrued restructuring charges | (647) | 0 | |||
Net cash provided by operating activities | 176,980 | 167,639 | |||
Investing activities | |||||
Acquisitions of real estate | (235,342) | (547,487) | |||
Capitalized real estate expenditures | (5,978) | (3,175) | |||
Investments in loans receivable | 0 | (4,000) | |||
Collections of principal on loans receivable and real estate assets under direct financing leases | 16,783 | 2,924 | |||
Proceeds from dispositions of real estate and other assets | 189,023 | 340,971 | |||
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges | 39,867 | (40,034) | |||
Transfers of net sales proceeds (to) from Master Trust Release | (3,862) | 43,442 | |||
Net cash provided by (used in) investing activities | 491 | (207,359) | |||
Financing activities | |||||
Borrowings under Revolving Credit Facilities | 357,000 | 405,000 | |||
Repayments under Revolving Credit Facilities | (357,000) | (400,181) | |||
Repayments under mortgages and notes payable | (460,766) | (321,884) | |||
Borrowings under Term Loan | 451,000 | 0 | |||
Repayments under Term Loan | (406,000) | 0 | |||
Deferred financing costs | (1,077) | (3,782) | |||
Proceeds from issuance of common stock, net of offering costs | 401,953 | 347,255 | |||
Proceeds from exercise of stock options | 0 | 46 | |||
Repurchase of shares of common stock | (739) | (720) | |||
Dividends paid to equity owners | (154,982) | (141,174) | |||
Transfers from reserve/escrow deposits with lenders | 760 | 18,653 | |||
Net cash used in financing activities | (169,851) | (96,787) | |||
Net increase (decrease) in cash and cash equivalents | 7,620 | (136,507) | |||
Cash and cash equivalents, beginning of period | 21,790 | 176,181 | $ 176,181 | ||
Cash and cash equivalents, end of period | $ 29,410 | $ 39,674 | $ 29,410 | $ 39,674 | $ 21,790 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
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 U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also 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 generally 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 June 30, 2016 , our undepreciated investment in real estate and loans totaled approximately $8.27 billion , representing investments in 2,654 properties, including properties or other related assets securing mortgage loans made by the Company. Of this amount, 99.0% consisted of our $8.18 billion investment in real estate, representing ownership of 2,545 properties, and the remaining 1.0% consisted of $86.2 million in commercial mortgage and other loans receivable, primarily secured by the remaining 109 properties or other related assets. |
Restatement
Restatement | 6 Months Ended |
Jun. 30, 2016 | |
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 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 $ 33.1 million at June 30, 2016 and the restated consolidated statement of operations includes a reduction to gain on disposition of assets of $ 2.9 million and $5.3 million for the three and six months ended June 30, 2016, respectively. The restated consolidated balance sheet includes a reduction to goodwill of $ 27.1 million at December 31, 2015 and the restated consolidated statement of operations includes a reduction to gain on disposition of assets of $ 11.5 million and $13.7 million for the three and six months ended June 30, 2015, respectively. 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 June 30, 2016 and the restated consolidated statement of operations includes an increase to impairments of $ 0.6 million and $1.1 million for the three and six months ended June 30, 2016, respectively. The restated consolidated balance sheet includes a reduction to real estate assets held for sale, net of $ 0.9 million at December 31, 2015 and the restated consolidated statement of operations includes an increase to impairments of $ 0.01 million and $0.6 million for the three and six months ended June 30, 2015, respectively. The consolidated financial statements included in this Form 10-Q/A have been restated as of June 30, 2016 and for the three and six 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, 2015 and for the three and six months ended June 30, 2015 to reflect the adjustments described above. The following statements present the effect of the restatement on (i) the Company's consolidated balance sheets at June 30, 2016 and December 31, 2015, (ii) the Company's consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 and (iii) the Company's consolidated statements of cash flows for the six months ended June 30, 2016 and 2015. 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 June 30, 2016 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,716,408 $ — $ 2,716,408 Buildings and improvements 4,821,840 — 4,821,840 Total real estate investments 7,538,248 — 7,538,248 Less: accumulated depreciation (931,834 ) — (931,834 ) 6,606,414 — 6,606,414 Loans receivable, net 86,165 — 86,165 Intangible lease assets, net 491,489 — 491,489 Real estate assets under direct financing leases, net 36,021 — 36,021 Real estate assets held for sale, net 80,665 (1,359 ) 79,306 Net investments 7,300,754 (1,359 ) 7,299,395 Cash and cash equivalents 29,410 — 29,410 Deferred costs and other assets, net 148,497 — 148,497 Goodwill 291,421 (33,052 ) 258,369 Total assets $ 7,770,082 $ (34,411 ) $ 7,735,671 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ — $ — $ — Term Loan, net 368,207 — 368,207 Mortgages and notes payable, net 2,571,844 — 2,571,844 Convertible Notes, net 696,290 — 696,290 Total debt, net 3,636,341 — 3,636,341 Intangible lease liabilities, net 185,811 — 185,811 Accounts payable, accrued expenses and other liabilities 138,457 — 138,457 Total liabilities 3,960,609 — 3,960,609 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,797 — 4,797 Capital in excess of par value 5,126,685 — 5,126,685 Accumulated deficit (1,321,973 ) (34,411 ) (1,356,384 ) Accumulated other comprehensive loss (36 ) — (36 ) Total stockholders’ equity 3,809,473 (34,411 ) 3,775,062 Total liabilities and stockholders’ equity $ 7,770,082 $ (34,411 ) $ 7,735,671 The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at December 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,710,888 $ — $ 2,710,888 Buildings and improvements 4,816,481 — 4,816,481 Total real estate investments 7,527,369 — 7,527,369 Less: accumulated depreciation (860,954 ) — (860,954 ) 6,666,415 — 6,666,415 Loans receivable, net 104,003 — 104,003 Intangible lease assets, net 526,718 — 526,718 Real estate assets under direct financing leases, net 44,324 — 44,324 Real estate assets held for sale, net 85,145 (886 ) 84,259 Net investments 7,426,605 (886 ) 7,425,719 Cash and cash equivalents 21,790 — 21,790 Deferred costs and other assets, net 179,180 — 179,180 Goodwill 291,421 (27,071 ) 264,350 Total assets $ 7,918,996 $ (27,957 ) $ 7,891,039 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ — $ — $ — Term Loan, net 322,902 — 322,902 Mortgages and notes payable, net 3,079,787 — 3,079,787 Convertible Notes, net 690,098 — 690,098 Total debt, net 4,092,787 — 4,092,787 Intangible lease liabilities, net 193,903 — 193,903 Accounts payable, accrued expenses and other liabilities 142,475 — 142,475 Total liabilities 4,429,165 — 4,429,165 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,418 — 4,418 Capital in excess of par value 4,721,323 — 4,721,323 Accumulated deficit (1,234,882 ) (27,957 ) (1,262,839 ) Accumulated other comprehensive loss (1,028 ) — (1,028 ) Total stockholders’ equity 3,489,831 (27,957 ) 3,461,874 Total liabilities and stockholders’ equity $ 7,918,996 $ (27,957 ) $ 7,891,039 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 June 30, 2016 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 160,506 $ — $ 160,506 Interest income on loans receivable 1,625 — 1,625 Earned income from direct financing leases 698 — 698 Tenant reimbursement income 3,200 — 3,200 Other income and interest from real estate transactions 5,697 — 5,697 Total revenues 171,726 — 171,726 Expenses: General and administrative 13,850 — 13,850 Restructuring charges 1,813 — 1,813 Property costs 6,611 — 6,611 Real estate acquisition costs 979 — 979 Interest 49,172 — 49,172 Depreciation and amortization 64,263 — 64,263 Impairments 12,732 639 13,371 Total expenses 149,420 639 150,059 Income from continuing operations before other income and income tax expense 22,306 (639 ) 21,667 Other income: Gain on debt extinguishment 14,016 — 14,016 Total other income 14,016 — 14,016 Income from continuing operations before income tax expense 36,322 (639 ) 35,683 Income tax expense (839 ) — (839 ) Income from continuing operations 35,483 (639 ) 34,844 Income before gain on disposition of assets 35,483 (639 ) 34,844 Gain on disposition of assets 14,027 (2,912 ) 11,115 Net income attributable to common stockholders $ 49,510 $ (3,551 ) $ 45,959 Net income per share of common stock—basic: Continuing operations $ 0.10 $ — $ 0.10 Net income per share attributable to common stockholders—basic $ 0.10 $ — $ 0.10 Net income per share of common stock—diluted: Continuing operations $ 0.10 $ — $ 0.10 Net income per share attributable to common stockholders—diluted $ 0.10 $ — $ 0.10 Weighted average shares of common stock outstanding: Basic 473,161,125 — 473,161,125 Diluted 473,164,386 — 473,164,386 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 June 30, 2015 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 159,607 $ — $ 159,607 Interest income on loans receivable 1,730 — 1,730 Earned income from direct financing leases 779 — 779 Tenant reimbursement income 3,492 — 3,492 Other income and interest from real estate transactions 2,326 — 2,326 Total revenues 167,934 — 167,934 Expenses: General and administrative 11,972 — 11,972 Property costs 6,414 — 6,414 Real estate acquisition costs 453 — 453 Interest 56,167 — 56,167 Depreciation and amortization 64,671 — 64,671 Impairments 33,766 5 33,771 Total expenses 173,443 5 173,448 Loss from continuing operations before other income and income tax expense (5,509 ) (5 ) (5,514 ) Other income: Gain on debt extinguishment 3,377 — 3,377 Total other income 3,377 — 3,377 Loss from continuing operations before income tax expense (2,132 ) (5 ) (2,137 ) Income tax expense (161 ) — (161 ) Loss from continuing operations (2,293 ) (5 ) (2,298 ) Discontinued operations: Loss from discontinued operations (96 ) — (96 ) Gain on disposition of assets 590 — 590 Income from discontinued operations 494 — 494 Loss before gain on disposition of assets (1,799 ) (5 ) (1,804 ) Gain on disposition of assets 62,690 (11,541 ) 51,149 Net income attributable to common stockholders $ 60,891 $ (11,546 ) $ 49,345 Net income per share of common stock—basic: Continuing operations $ 0.14 $ (0.03 ) $ 0.11 Discontinued operations — — — Net income per share attributable to common stockholders—basic $ 0.14 $ (0.03 ) $ 0.11 Net income per share of common stock—diluted: Continuing operations $ 0.14 $ (0.03 ) $ 0.11 Discontinued operations — — — Net income per share attributable to common stockholders—diluted $ 0.14 $ (0.03 ) $ 0.11 Weighted average shares of common stock outstanding: Basic 436,619,138 — 436,619,138 Diluted 436,923,755 — 436,923,755 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the six months ended June 30, 2016 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 322,325 $ — $ 322,325 Interest income on loans receivable 3,284 — 3,284 Earned income from direct financing leases 1,422 — 1,422 Tenant reimbursement income 7,024 — 7,024 Other income and interest from real estate transactions 6,028 — 6,028 Total revenues 340,083 — 340,083 Expenses: General and administrative 25,499 — 25,499 Restructuring charges 2,462 — 2,462 Property costs 13,938 — 13,938 Real estate acquisition costs 1,036 — 1,036 Interest 102,189 — 102,189 Depreciation and amortization 128,927 — 128,927 Impairments 24,863 1,126 25,989 Total expenses 298,914 1,126 300,040 Income from continuing operations before other income and income tax expense 41,169 (1,126 ) 40,043 Other income: Gain on debt extinguishment 8,675 — 8,675 Total other income 8,675 — 8,675 Income from continuing operations before income tax expense 49,844 (1,126 ) 48,718 Income tax expense (920 ) — (920 ) Income from continuing operations 48,924 (1,126 ) 47,798 Income before gain on disposition of assets 48,924 (1,126 ) 47,798 Gain on disposition of assets 26,589 (5,328 ) 21,261 Net income attributable to common stockholders $ 75,513 $ (6,454 ) $ 69,059 Net income per share of common stock—basic: Continuing operations $ 0.16 $ (0.01 ) $ 0.15 Net income per share attributable to common stockholders—basic $ 0.16 $ (0.01 ) $ 0.15 Net income per share of common stock—diluted: Continuing operations $ 0.16 $ (0.01 ) $ 0.15 Net income per share attributable to common stockholders—diluted $ 0.16 $ (0.01 ) $ 0.15 Weighted average shares of common stock outstanding: Basic 457,263,526 — 457,263,526 Diluted 457,267,015 — 457,267,015 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the six months ended June 30, 2015 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 314,125 $ — $ 314,125 Interest income on loans receivable 3,452 — 3,452 Earned income from direct financing leases 1,574 — 1,574 Tenant reimbursement income 8,123 — 8,123 Other income and interest from real estate transactions 2,947 — 2,947 Total revenues 330,221 — 330,221 Expenses: General and administrative 24,572 — 24,572 Property costs 13,821 — 13,821 Real estate acquisition costs 1,546 — 1,546 Interest 114,081 — 114,081 Depreciation and amortization 130,967 — 130,967 Impairments 35,390 581 35,971 Total expenses 320,377 581 320,958 Income from continuing operations before other income and income tax expense 9,844 (581 ) 9,263 Other income: Gain on debt extinguishment 2,147 — 2,147 Total other income 2,147 — 2,147 Income from continuing operations before income tax expense 11,991 (581 ) 11,410 Income tax expense (523 ) — (523 ) Income from continuing operations 11,468 (581 ) 10,887 Discontinued operations: Income from discontinued operations 131 — 131 Gain on disposition of assets 590 — 590 Income from discontinued operations 721 — 721 Income before gain on disposition of assets 12,189 (581 ) 11,608 Gain on disposition of assets 74,026 (13,726 ) 60,300 Net income attributable to common stockholders $ 86,215 $ (14,307 ) $ 71,908 Net income per share of common stock—basic: Continuing operations $ 0.20 $ (0.03 ) $ 0.17 Discontinued operations — — — Net income per share attributable to common stockholders—basic $ 0.20 $ (0.03 ) $ 0.17 Net income per share of common stock—diluted: Continuing operations $ 0.20 $ (0.03 ) $ 0.17 Discontinued operations — — — Net income per share attributable to common stockholders—diluted $ 0.20 $ (0.03 ) $ 0.17 Weighted average shares of common stock outstanding: Basic 423,889,238 — 423,889,238 Diluted 424,343,232 — 424,343,232 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 six months ended June 30, 2016 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 75,513 $ (6,454 ) $ 69,059 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 128,927 — 128,927 Impairments 24,863 1,126 25,989 Amortization of deferred financing costs 4,402 — 4,402 Payment to terminate interest rate swap (1,724 ) — (1,724 ) Derivative interest rate amortization and other interest rate swap losses 1,781 — 1,781 Amortization of debt discounts 1,507 — 1,507 Stock-based compensation expense 3,790 — 3,790 Gain on debt extinguishment (8,675 ) — (8,675 ) Debt extinguishment costs (10,625 ) — (10,625 ) Gains on dispositions of real estate and other assets, net (26,589 ) 5,328 (21,261 ) Non-cash revenue (11,954 ) — (11,954 ) Other 210 — 210 Changes in operating assets and liabilities: Deferred costs and other assets, net (179 ) — (179 ) Accounts payable, accrued expenses and other liabilities (3,620 ) — (3,620 ) Accrued restructuring charges (647 ) — (647 ) Net cash provided by operating activities 176,980 — 176,980 Investing activities Acquisitions of real estate (235,342 ) — (235,342 ) Capitalized real estate expenditures (5,978 ) — (5,978 ) Collections of principal on loans receivable and real estate assets under direct financing leases 16,783 — 16,783 Proceeds from dispositions of real estate and other assets 189,023 — 189,023 Transfers of net sales proceeds from restricted accounts pursuant to 1031 Exchanges 39,867 — 39,867 Transfers of net sales proceeds to Master Trust Release (3,862 ) — (3,862 ) Net cash provided by investing activities 491 — 491 Financing activities Borrowings under Revolving Credit Facilities 357,000 — 357,000 Repayments under Revolving Credit Facilities (357,000 ) — (357,000 ) Repayments under mortgages and notes payable (460,766 ) — (460,766 ) Borrowings under Term Loan 451,000 — 451,000 Repayments under Term Loan (406,000 ) — (406,000 ) Deferred financing costs (1,077 ) — (1,077 ) Proceeds from issuance of common stock, net of offering costs 401,953 — 401,953 Repurchase of shares of common stock (739 ) — (739 ) Dividends paid to equity owners (154,982 ) — (154,982 ) Transfers from reserve/escrow deposits with lenders 760 — 760 Net cash used in financing activities (169,851 ) — (169,851 ) Net increase in cash and cash equivalents 7,620 — 7,620 Cash and cash equivalents, beginning of period 21,790 — 21,790 Cash and cash equivalents, end of period $ 29,410 $ — $ 29,410 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 six months ended June 30, 2015 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 86,215 $ (14,307 ) $ 71,908 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 130,967 — 130,967 Impairments 35,424 581 36,005 Amortization of deferred financing costs 3,973 — 3,973 Payment to terminate interest rate swap (64 ) — (64 ) Derivative interest rate amortization and other interest rate swap gains (21 ) — (21 ) Amortization of debt discounts 1,139 — 1,139 Stock-based compensation expense 7,288 — 7,288 Gain on debt extinguishment (2,147 ) — (2,147 ) Debt extinguishment costs (3,623 ) — (3,623 ) Gains on dispositions of real estate and other assets, net (74,616 ) 13,726 (60,890 ) Non-cash revenue (10,551 ) — (10,551 ) Other (27 ) — (27 ) Changes in operating assets and liabilities: Deferred costs and other assets, net (1,641 ) — (1,641 ) Accounts payable, accrued expenses and other liabilities (4,677 ) — (4,677 ) Net cash provided by operating activities 167,639 — 167,639 Investing activities Acquisitions of real estate (547,487 ) — (547,487 ) Capitalized real estate expenditures (3,175 ) — (3,175 ) Investments in loans receivable (4,000 ) — (4,000 ) Collections of principal on loans receivable and real estate assets under direct financing leases 2,924 — 2,924 Proceeds from dispositions of real estate and other assets 340,971 — 340,971 Transfers of net sales proceeds to restricted accounts pursuant to 1031 Exchanges (40,034 ) — (40,034 ) Transfers of net sales proceeds from Master Trust Release 43,442 — 43,442 Net cash used in investing activities (207,359 ) — (207,359 ) Financing activities Borrowings under Revolving Credit Facilities 405,000 — 405,000 Repayments under Revolving Credit Facilities (400,181 ) — (400,181 ) Repayments under mortgages and notes payable (321,884 ) — (321,884 ) Deferred financing costs (3,782 ) — (3,782 ) Proceeds from issuance of common stock, net of offering costs 347,255 — 347,255 Proceeds from exercise of stock options 46 — 46 Repurchase of shares of common stock (720 ) — (720 ) Dividends paid to equity owners (141,174 ) — (141,174 ) Transfers from reserve/escrow deposits with lenders 18,653 — 18,653 Net cash used in financing activities (96,787 ) — (96,787 ) Net decrease in cash and cash equivalents (136,507 ) — (136,507 ) Cash and cash equivalents, beginning of period 176,181 — 176,181 Cash and cash equivalents, end of period $ 39,674 $ — $ 39,674 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
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/A for the year ended December 31, 2015 . 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 affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. At June 30, 2016 and December 31, 2015 , net assets totaling $3.62 billion and $4.57 billion , respectively, were held, and net liabilities totaling $2.67 billion and $3.19 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. Segment Reporting The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. Allowance for Doubtful Accounts The Company provided for reserves for uncollectible amounts related to its rent and other tenant receivables totaling $12.0 million and $11.5 million at June 30, 2016 and December 31, 2015 , respectively, against accounts receivable balances of $25.6 million and $26.3 million , respectively. Receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. The Company established a reserve for losses of $9.9 million and $12.2 million at June 30, 2016 and December 31, 2015 , respectively, against deferred rental revenue receivables of $75.4 million and $68.0 million , respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. 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): June 30, December 31, Collateral deposits (1) $ 11,786 $ 14,475 Tenant improvements, repairs, and leasing commissions (2) 9,212 8,362 Master Trust Release (3) 15,954 12,091 1031 Exchange proceeds, net 2 39,869 Loan impounds (4) 907 1,025 Other (5) 706 1,823 $ 38,567 $ 77,645 (1) Funds held in reserve by lenders which can be applied at their discretion to the repayment of debt (any funds remaining on deposit after the debt is paid in full are released to the borrower). During the six months ended June 30, 2016, $2.3 million of lender reserves were surrendered to lenders in connection with the extinguishment of certain loans in default. (2) Deposits held as additional collateral support by lenders to fund tenant improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. (4) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. 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 subsidiaries are 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which supersedes the existing guidance for lease accounting, Leases (Topic 840) . ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies many aspects of accounting for share-based payment transactions under ASC Topic 718, Compensation - Stock Compensation , including income tax consequences, classification of awards as either equity or liability, forfeiture rate calculations and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for all entities. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients , which amends certain aspects of the guidance under ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . ASU 2016-12. is effective for annual reporting periods beginning after December 15, 2017 with early application permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which r equires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Investments Real Estate Investments As of June 30, 2016 , the Company's gross investment in real estate properties and loans totaled approximately $8.27 billion , representing investments in 2,654 properties, including 109 properties or other related assets 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 a real estate investment of 12.2% , accounting for more than 10.0% of the total dollar amount of the Company’s real estate 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 triple-net lease agreement or becomes vacant. Generally, the Company's single-tenant leases contain contractual provisions increasing the rental revenue over the term of the lease at specified dates by: (1) a fixed amount or (2) increases in CPI over a specified period (typically subject to ceilings) or (b) a fixed percentage. During the six months ended June 30, 2016 , 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 Owned (4) Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2015 2,485 144 2,629 $ 8,198,685 $ 104,003 $ 8,302,688 Acquisitions/improvements (1) (3) (5) 125 — 125 241,321 — 241,321 Dispositions of real estate (2) (3) (65 ) — (65 ) (226,817 ) — (226,817 ) Principal payments and payoffs (5) — (35 ) (35 ) — (16,726 ) (16,726 ) (Impairments)/recoveries — — — (26,313 ) 324 (25,989 ) Write-off of gross lease intangibles — — — (6,182 ) — (6,182 ) Loan premium amortization and other — — — (40 ) (1,436 ) (1,476 ) Gross balance, June 30, 2016 2,545 109 2,654 $ 8,180,654 $ 86,165 $ 8,266,819 Accumulated depreciation and amortization (1,154,525 ) — (1,154,525 ) Other non-real estate assets held for sale 1,290 — 1,290 Net balance, June 30, 2016 $ 7,027,419 $ 86,165 $ 7,113,584 (1) Includes investments of $5.2 million in revenue producing capitalized expenditures, as well as $0.7 million of non-revenue producing capitalized maintenance expenditures. Capitalized maintenance expenditures are not included in the Company's investment in real estate disclosed elsewhere. (2) The total accumulated depreciation and amortization associated with dispositions of real estate was $37.2 million . (3) During the six months ended June 30, 2016 , pursuant to 1031 Exchanges, the Company sold 5 properties for $24.4 million . Of this amount, and including $39.9 million of 2015 proceeds, $64.3 million was used to partially fund 11 property acquisitions. (4) At June 30, 2016 and December 31, 2015 , 43 and 36 , respectively, of the Company's properties were vacant and in the Company’s possession; of these vacant properties, 10 and 12 , respectively, were held for sale. (5) During the six months ended June 30, 2016, the Company transferred cash and mortgage notes receivable secured by 35 properties to acquire the fee simple interest of those properties. Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases at June 30, 2016 (in thousands): Remainder of 2016 $ 311,429 2017 618,687 2018 605,423 2019 588,134 2020 567,348 Thereafter 4,489,458 Total future minimum rentals $ 7,180,479 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 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 and allowance for loan losses (in thousands): June 30, December 31, Mortgage loans - principal $ 73,503 $ 90,096 Mortgage loans - premium 8,550 9,986 Mortgages loans, net 82,053 100,082 Other note receivables - principal 4,112 4,245 Allowance for loan losses — (324 ) Other note receivables, net 4,112 3,921 Total loans receivable, net $ 86,165 $ 104,003 The mortgage loans are secured by single-tenant commercial properties and generally have fixed interest rates over the term of the loans. There are two other notes receivable, one $3.8 million note is secured by tenant assets and stock and the other is unsecured. Allowance for Loan Losses At June 30, 2016 , there was no allowance for loan losses compared to an allowance for loan losses on an unsecured note receivable of $0.3 million at December 31, 2015 . At June 30, 2016 , there were no mortgages or notes receivable on non-accrual status compared to no mortgage loans and one note receivable with a balance of $0.3 million on non-accrual status at December 31, 2015 . Lease Intangibles, Net The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): June 30, December 31, In-place leases $ 637,073 $ 649,182 Above-market leases 93,532 98,056 Less: accumulated amortization (239,116 ) (220,520 ) Intangible lease assets, net $ 491,489 $ 526,718 Below-market leases $ 233,392 $ 238,039 Less: accumulated amortization (47,581 ) (44,136 ) Intangible lease liabilities, net $ 185,811 $ 193,903 The amounts amortized as a net increase to rental revenue for capitalized above- and below-market leases were $3.0 million and $2.8 million for the six months ended June 30, 2016 and 2015 , respectively, and $1.5 million and $1.4 million for the three months ended June 30, 2016 and 2015 , respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $23.5 million and $25.4 million for the six months ended June 30, 2016 and 2015 , respectively, and $11.6 million and $12.6 million for the three months ended June 30, 2016 and 2015 , respectively. Real Estate Assets Under Direct Financing Leases The components of real estate investments held under direct financing leases were as follows (in thousands): June 30, December 31, Minimum lease payments receivable $ 10,793 $ 12,702 Estimated residual value of leased assets 35,640 43,789 Unearned income (10,412 ) (12,167 ) Real estate assets under direct financing leases, net $ 36,021 $ 44,324 Real Estate Assets Held for Sale The following table shows the activity in real estate assets held for sale for the six months ended June 30, 2016 , as restated (dollars in thousands): Number of Properties Carrying Value Balance, December 31, 2015 36 $ 84,259 Transfers from real estate investments 31 80,245 Sales (34 ) (85,198 ) Balance, June 30, 2016 33 $ 79,306 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 Six Months Ended 2016 2015 2016 2015 Real estate and intangible asset impairment $ 8,707 $ 33,735 $ 21,337 $ 35,354 Write-off of lease intangibles due to lease terminations, net 4,663 43 4,972 555 Loans receivable recovery — — (324 ) — Total impairments from real estate investment net assets 13,370 33,778 25,985 35,909 Other impairment 1 (7 ) 4 96 Total impairment loss in continuing and discontinued operations $ 13,371 $ 33,771 $ 25,989 $ 36,005 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company's debt is summarized below: Weighted Average Effective (1) Weighted Average Stated Rates (2) Weighted Average Maturity (3) June 30, December 31, (in Years) (In Thousands) Revolving Credit Facilities NM — 2.7 $ — $ — Term Loan 3.61 % 1.80 % 2.3 370,000 325,000 Master Trust Notes 5.59 % 5.03 % 6.7 1,682,542 1,692,094 CMBS - fixed-rate 5.10 % 5.63 % 3.0 925,930 1,360,215 CMBS - variable-rate (4) 2.99 % — 0.0 — 61,758 Convertible Notes 5.32 % 3.28 % 3.8 747,500 747,500 Total debt 5.32 % 4.51 % 4.8 3,725,972 4,186,567 Debt discount, net (51,783 ) (52,203 ) Deferred financing costs, net (5) (37,848 ) (41,577 ) Total debt, net $ 3,636,341 $ 4,092,787 NM - The average outstanding principal balance of the Revolving Credit Facilities was not significant during the three months ended June 30, 2016 , resulting in an effective interest rate that was not meaningful. (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and credit facility fees, where applicable, calculated for the three months ended June 30, 2016 and based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2016 . (3) Represents the weighted average maturity based on the outstanding principal balance as of June 30, 2016 . (4) Variable-rate notes are predominantly hedged with interest rate swaps (see Note 6). (5) The Company records deferred financing costs for its 2015 Credit Facility in deferred costs and other assets, net on its consolidated balance sheets. Revolving Credit Facilities 2015 Credit Facility On March 31, 2015, the Operating Partnership entered into the Credit Agreement that 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) and 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. On April 27, 2016, the Company expanded the borrowing capacity under the 2015 Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The 2015 Credit Facility also 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. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guarantees to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At June 30, 2016 , there were no subsidiaries meeting this requirement. Borrowings bear interest at either a specified base rate or LIBOR plus an applicable margin, at the Operating Partnership's option. Per the amendment, the Operating Partnership’s election to change the grid pricing from leverage based to credit rating based pricing will initially require at least two credit ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, the 2015 Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires 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, in each case depending on the Corporation's credit rating. As of June 30, 2016 , the 2015 Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum. 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 material subsidiaries that meet certain conditions (as defined in the Credit Agreement). 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 and expanding the borrowing capacity, the Company incurred costs of $4.8 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the 2015 Credit Facility. As of June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs relating to the 2015 Credit Facility were $3.6 million and $3.2 million , respectively, and recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of June 30, 2016 , no borrowings were outstanding, $0.3 million of letters of credit were issued and $799.7 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 June 30, 2016 , 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 leverage, 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 had access to a $40.0 million secured revolving line of credit, which expired on March 27, 2016. Term Loan On November 3, 2015, the Company entered into a Term Loan Agreement among the Operating Partnership, as borrower, the Company as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million , subject to obtaining additional lender commitments. During the fourth quarter of 2015, upon obtaining additional lender commitments, the Company increased the term facility from $325.0 million to $370.0 million . The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's option. In each case, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of June 30, 2016 , the Term Loan bore interest at LIBOR plus 1.35% based on the Company's credit rating. The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Borrowings may be repaid without premium or penalty, and may be reborrowed within 30 days up to the then available loan commitment and subject to occurrence limitations within any twelve month period. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Corporation and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor. As a result of entering into the Term Loan, the Company incurred origination costs of $2.3 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan. As of June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs relating to the Term Loan were $1.8 million and $2.1 million , respectively, and recorded net against the principal balance of the Term Loan on the accompanying consolidated balance sheets. As of June 30, 2016 , the Term Loan was fully drawn. The Operating Partnership's ability to borrow under the Term Loan is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. The Corporation has unconditionally guaranteed all obligations of the Operating Partnership under the Term Loan Agreement. As of June 30, 2016 , the Corporation and the Operating Partnership 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 special purpose entity of the Corporation. The Master Trust Notes are summarized below: Stated Rates (1) Maturity June 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 5.1 % 4.0 $ 59,556 $ 65,027 Series 2014-1 Class A2 5.4 % 4.1 253,300 253,300 Series 2014-2 5.8 % 4.7 228,004 229,674 Series 2014-3 5.7 % 5.7 312,051 312,276 Series 2014-4 Class A1 3.5 % 3.6 150,000 150,000 Series 2014-4 Class A2 4.6 % 13.6 360,000 360,000 Total Master Trust 2014 notes 5.1 % 7.0 1,362,911 1,370,277 Series 2013-1 Class A 3.9 % 2.5 125,000 125,000 Series 2013-2 Class A 5.3 % 7.5 194,631 196,817 Total Master Trust 2013 notes 4.7 % 5.5 319,631 321,817 Total Master Trust Notes 1,682,542 1,692,094 Debt discount, net (20,864 ) (22,909 ) Deferred financing costs, net (17,894 ) (19,345 ) Total Master Trust Notes, net $ 1,643,784 $ 1,649,840 (1) Represents the individual series stated interest rate as of June 30, 2016 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of June 30, 2016 . As of June 30, 2016 , the Master Trust 2014 notes were secured by 898 owned and financed properties 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 June 30, 2016 , the Master Trust 2013 notes were secured by 309 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation. CMBS As of June 30, 2016 , indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 102 fixed-rate non-recourse loans, excluding one loan in default, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates of the loans as of June 30, 2016 , excluding the defaulted loan, ranged from 3.90% to 6.62% with a weighted average stated interest rate of 5.45% . As of June 30, 2016 , these fixed-rate loans were secured by 232 properties. As of June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs associated with these fixed-rate loans were $5.1 million and $5.5 million , respectively, and recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets. The deferred financing costs are being amortized to interest expense over the term of the respective loans. As of June 30, 2016 , a borrower was in default under the loan agreement relating to one CMBS fixed-rate loan where the four properties securing the respective loan were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on this loan was 9.85% . The borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of June 30, 2016 , the aggregate principal balance under the defaulted loan was $36.5 million , which includes $7.9 million of interest added to principal. In addition, approximately $10.4 million of lender controlled restricted cash is being held in connection with this loan 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 of the common stock offered concurrently at the time the Convertible Notes were issued). The conversion rate is subject to adjustment for certain anti-dilution events, including special distributions and regular quarterly cash dividends exceeding $0.16625 per share. Earlier conversion may be triggered if shares of the Corporation's common stock trades 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 June 30, 2016 and December 31, 2015 , the unamortized discount was $38.1 million and $42.7 million , respectively. 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 sheets, 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 June 30, 2016 and December 31, 2015 , the unamortized deferred financing costs relating to the Convertible Notes were $13.1 million and $14.7 million , respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets. Debt Extinguishment During the six months ended June 30, 2016 , the Company extinguished a total of $495.2 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.28% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $8.7 million . The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon transferring the properties collateralizing these loans to the lender. During the six months ended June 30, 2015 , the Company extinguished a total of $336.8 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 5.64% and terminated the 2013 Credit Facility. As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $2.1 million . The gain was primarily attributable to the write-off of net debt premiums and the reduction of $17.5 million of debt using net sale proceeds of $14.0 million from the sale of four properties securing a portion of a defaulted CMBS loan, partially offset by defeasance costs. Debt Maturities As of June 30, 2016 , scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2016 (1) $ 12,525 $ 42,892 $ 55,417 2017 26,903 499,563 526,466 2018 42,115 552,779 594,894 2019 44,325 452,000 496,325 2020 39,096 413,206 452,302 Thereafter 249,794 1,350,774 1,600,568 Total $ 414,758 $ 3,311,214 $ 3,725,972 (1) The balloon payment balance in 2016 includes $36.5 million , including $7.9 million of capitalized interest, for the acceleration of principal payable following an event of default under one non-recourse CMBS loan with a stated maturity in 2017 . Interest Expense The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Interest expense – Revolving Credit Facilities (1) $ 895 $ 586 $ 1,352 $ 1,389 Interest expense – Term Loan 322 — 2,069 — Interest expense – mortgages and notes payable 38,817 46,863 80,547 95,271 Interest expense – Convertible Notes 6,128 6,128 12,255 12,255 Non-cash interest expense: Amortization of deferred financing costs 2,236 1,901 4,402 3,973 Amortization of net losses related to interest rate swaps 27 26 57 54 Amortization of debt (premium)/discount, net 747 663 1,507 1,139 Total interest expense $ 49,172 $ 56,167 $ 102,189 $ 114,081 (1) Includes facility fees of approximately $0.5 million and $0.4 million for the three months ended June 30, 2016 and 2015 , respectively, and approximately $1.0 million and $0.8 million for the six months ended June 30, 2016 and 2015 , respectively. |
Derivative and Hedging Activiti
Derivative and Hedging Activities | 6 Months Ended |
Jun. 30, 2016 | |
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. 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 Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate its credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings. 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 June 30, December 31, Interest Rate Swaps (1) Accounts payable, accrued expenses and other liabilities $ 61,758 5.14 % 01/02/14 12/13/18 $ — $ (934 ) $ — $ (934 ) (1) Represents a tranche of eight individual interest rate swap agreements with notional amounts ranging from $7.6 million to $7.9 million . The payment terms, stated interest rate, effective date, and maturity date of these swaps are consistent with the terms of the debt. During June 2016, the Company terminated the remaining interest rate swap agreements upon the repayment of eight CMBS variable-rate loans. The Company paid $1.7 million to terminate these interest rate swap agreements and recognized a loss of $1.7 million , which is included in general and administrative expenses. The following tables provide information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the three and six months ended June 30, 2016 and 2015 , respectively (in thousands): Amount of Gain or (Loss) Recognized in AOCL on Derivative (Effective Portion) Three Months Ended Six Months Ended Derivatives in Cash Flow Hedging Relationships 2016 2015 2016 2015 Interest rate swaps $ (317 ) $ 40 $ (1,173 ) $ (811 ) Amount of Loss Reclassified from AOCL into Operations (Effective Portion) Three Months Ended Six Months Ended Location of Loss Reclassified from AOCL into Operations 2016 2015 2016 2015 Interest expense $ (224 ) $ (305 ) $ (459 ) $ (621 ) Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) (1) Three Months Ended Six Months Ended Location of Loss Recognized in Operations on Derivatives 2016 2015 2016 2015 General and administrative expense $ (1,706 ) $ (75 ) $ (1,706 ) $ (78 ) Amount of Loss Recognized in Operations on Derivative Derivatives Not Designated as Hedging instruments Three Months Ended Six Months Ended Location of Loss Recognized in Operations on Derivatives 2016 2015 2016 2015 General and administrative expense $ (18 ) $ — $ (18 ) $ — (1) Amounts for the three months and six months ended June 30, 2016 and 2015 , respectively, includes losses of $1.7 million and $76.0 thousand that were reclassified from accumulated other comprehensive loss in the balance sheet resulting from hedged transactions that were no longer probable of occurring as the swaps were terminated prior to their respective maturity dates. Approximately $35.0 thousand 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Issuance of Common Stock On April 15, 2016, the Company completed an underwritten public offering of 34.5 million shares of its common stock, at $11.15 per share, including 4.5 million shares sold pursuant to the underwriters' option to purchase additional shares, for gross proceeds of approximately $384.7 million . Net proceeds were approximately $368.9 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds were initially used to reduce amounts outstanding under the Term Loan. ATM Program During the six months ended June 30, 2016 , the Corporation sold 3.0 million shares of its common stock under its ATM Program, at a weighted average share price of $11.17 , for aggregate gross proceeds of $33.6 million and aggregate net proceeds of $33.0 million after payment of commissions and other issuance costs of $0.6 million . The net proceeds were used to fund acquisitions, repay borrowings under the Revolving Credit Facilities and for general corporate purposes. As of June 30, 2016 , $69.9 million in gross proceeds capacity remained available under the ATM Program. Stock Repurchase Program In February 2016, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to purchase up to $200.0 million of its common stock in the open market or through private transactions from time to time over the next 18 months. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at the Company's discretion. The Company intends to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance sheet and other sources. During the six months ended June 30, 2016 , no stock was repurchased under the stock repurchase program. Repurchase of Shares of Common Stock During the six months ended June 30, 2016 , portions of awards of restricted common stock and performance share awards granted to certain of the Company's officers and other employees vested. The vesting of these awards, granted pursuant to the Amended Incentive Award Plan, resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the Amended Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender 0.2 million shares of common stock valued at $0.7 million , solely to pay the associated minimum statutory tax withholdings during the six months ended June 30, 2016 . The Company records its repurchased shares of common stock using the cost method. Shares repurchased are considered retired under Maryland law and the cost of the stock repurchased is recorded as a reduction to common stock and accumulated deficit on the consolidated balance sheets. Dividends Declared For the six months ended June 30, 2016 , 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 15, 2016 $ 0.17500 March 31, 2016 $ 77,596 April 15, 2016 June 15, 2016 $ 0.17500 June 30, 2016 $ 83,940 July 15, 2016 (1) Net of estimated forfeitures of approximately $4,000 and $9,000 during the three and six months ended June 30, 2016 , respectively, 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 June 15, 2016 was paid on July 15, 2016 and is included in accounts payable, accrued expenses and other liabilities as of June 30, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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. On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, (collectively, the "Debtors") filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of the Company under a master lease with initial monthly rents of $1.4 million and an initial lease expiration date of February 28, 2035. Haggen Holdings, LLC is the guarantor of the tenant’s obligations under that master lease. A subsidiary of the Company and the Debtors entered into a settlement agreement whereby the subsidiary consented to the partial assumption and partial rejection of the master lease permitting (a) the assumption of nine stores subject to the lease and their assignment to three unaffiliated grocery operators with winning bids in an auction of the respective leaseholds, (b) the rejection of the leasehold with respect to six of the stores and their return to the Company's possession, and (c) the assumption and continued operation by the tenant of five of the stores. Under the settlement agreement, the subsidiary of the Company received an unsecured stipulated damages claim for $21.0 million against each of Haggen Operations Holdings, LLC and Haggen Holdings, LLC, as well as certain agreed upon fees, expenses and cure payments in the bankruptcy. The court approved the settlement agreement in an order entered November 25, 2015. During the three months ended June 30, 2016 , the bankruptcy court approved a settlement agreement, by and between our subsidiary, the Debtors and Albertson’s LLC, which provides for (a) the partial assignment of the existing Haggen Operations Holdings, LLC master lease to Albertson’s LLC with respect to four of the five properties under the master lease, (b) the rejection of the leasehold with respect to the one store not included in the master lease assignment, (c) the execution of a new lease or leases between the subsidiary of the Company and Albertson’s LLC with respect to the four assigned stores, including a $0.35 million annual rent reduction for one store, and (d) the reimbursement of certain of the Company's fees, expenses and cure amounts solely with respect to the assigned stores. In return for the rent concession, Albertson’s LLC paid the Company $3.0 million upon execution of the amended leases during the three months ended June 30, 2016 and the Debtors have agreed to grant the Company an allowed administrative claim of $0.8 million . The $3.0 million payment has been recorded to other liabilities on the balance sheet and will be amortized to rent over the remaining lease term. In return for the rejected store, the Company has been granted an incremental allowed unsecured claim of $2.6 million , of which $1.8 million is entitled to administrative priority, against each of Haggen Operations Holdings, LLC and Haggen Holdings, LLC. Pursuant to the terms of the settlement agreement, the Company collected and recognized $2.5 million of the $21.0 million original stipulated damages claim following the property assignments to Albertsons's LLC, and the remaining amounts will be recognized when collected. The amount of the settlement claim was negotiated based on lost rent relating to rejected properties and below market rents on properties assigned to new operators through bankruptcy. As a result, a portion of the collections are recorded in interest income and other in the income statement, and the remainder is recorded in other liabilities on the balance sheet and amortized to rent over the remaining lease term. Of the $2.5 million noted above, $1.8 million was recognized as lease termination income with the remainder recorded on the balance sheet. As of June 30, 2016, the bankruptcy proceeding remains ongoing and there is no guaranty that the remaining claims will be paid or otherwise satisfied in full. As of June 30, 2016 , there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. As of June 30, 2016 , the Company had commitments totaling $56.4 million , of which $31.7 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 the results of due diligence. Of the $56.4 million of total commitments, $56.0 million is expected to be funded during fiscal year 2016 . 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 December 31, 2015 Derivatives: Interest rate swaps financial liabilities $ (934 ) $ — $ (934 ) $ — 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 June 30, 2016 Retail $ 6,308 $ — $ — $ — $ 6,308 $ (7,235 ) Industrial 1,362 — — — 1,362 (2,329 ) Long-lived assets held and used by asset type 7,670 — — — 7,670 (9,564 ) Lease intangible assets 2,940 — — — 2,940 (5,926 ) Other assets — — — — — 324 Long-lived assets held for sale 19,761 (21,874 ) — — 41,635 (10,823 ) $ (25,989 ) December 31, 2015 Retail $ 29,626 $ (3,207 ) $ — $ — $ 32,833 $ (20,727 ) Industrial 9,598 — — — 9,598 (16,182 ) Office 21,074 — — — 21,074 (14,093 ) Long-lived assets held and used by asset type 60,298 (3,207 ) — — 63,505 (51,002 ) Lease intangible assets 3,843 — — — 3,843 (3,825 ) Other assets — — — — — (324 ) Long-lived assets held for sale 15,957 (33,563 ) — — 49,520 (15,578 ) $ (70,729 ) (1) Impairment charges are presented for the six months ended June 30, 2016 and for the year ended December 31, 2015 . 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; judicial foreclosure price; sales 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. During the six months ended June 30, 2016 and for the year ended December 31, 2015 , we determined that four and eighteen long-lived assets held and used, respectively, were impaired. The Company estimated the fair value of these properties using weighted average sales price per square foot of comparable properties for all of the impaired properties during the six months ended June 30, 2016 and for thirteen of the eighteen impaired properties during the year ended December 31, 2015 . The following table provides information about the weighted average sales price per square foot of comparable properties used to estimate fair value (price per square foot in dollars). June 30, 2016 December 31, 2015 Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $62.84 - $214.29 $ 114.16 70,539 $41.21 - $168.30 $ 79.90 153,008 Industrial $2.50 - $3.45 $ 3.17 55,613 $17.77 - $22.00 $ 19.40 375,076 Office N/A N/A N/A $58.17 - $133.61 $ 104.53 204,936 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 June 30, 2016 and December 31, 2015 . 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, Term Loan, 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, Term Loan, 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): June 30, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 86,165 $ 89,734 $ 104,003 $ 110,019 Term Loan, net (1) 368,207 369,182 322,902 338,366 Mortgages and notes payable, net (1) 2,571,844 2,673,824 3,079,787 3,220,239 Convertible Notes, net (1) 696,290 818,775 690,098 713,095 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums. |
Significant Credit and Revenue
Significant Credit and Revenue Concentration | 6 Months Ended |
Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Significant Credit and Revenue Concentration | Significant Credit and Revenue Concentration As of June 30, 2016 and December 31, 2015 , the Company’s real estate investments are operated by 443 and 438 tenants, respectively, that operate within retail, office and industrial property types across various industries throughout the U.S. Shopko operates in the general merchandise industry and is the Company’s largest tenant as a percentage of Normalized Revenue. Total rental revenues from properties leased to Shopko for the three months ended June 30, 2016 and 2015 , contributed 8.2% and 10.4% of the Company's Normalized Revenue from continuing operations, respectively. No other tenant contributed 4% or more of the Company’s Normalized Revenue during any of the periods presented. As of June 30, 2016 and December 31, 2015 , the Company's net investment in Shopko properties represents approximately 6.5% and 6.9% , respectively, of the Company’s total assets and the Company's real estate investment in Shopko represents approximately 8.4% and 9.0% , respectively, of the Company's total real estate investment portfolio. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents the supplemental cash flow disclosures (in thousands): Six Months Ended 2016 2015 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Reduction of debt through sale of certain real estate properties $ — $ 7,155 Reduction of debt in exchange for collateral assets 47,544 7,904 Net real estate and other collateral assets surrendered to lender 31,833 7,384 Accrued interest capitalized to principal (1) 2,175 3,551 Accrued performance share dividend rights 330 288 (1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Incentive Award Plan
Incentive Award Plan | 6 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Incentive Award Plan | Incentive Award Plan On May 11, 2016, the stockholders of the Company approved the Amended Incentive Award Plan, which increased the number of shares of common stock reserved for issuance thereunder by 5,500,000 shares. As of June 30, 2016 , 6.3 million shares remained available for award under the Amended Incentive Award Plan. Restricted Shares of Common Stock During the six months ended June 30, 2016 , the Company granted 0.5 million restricted shares under the Amended Incentive Award Plan to certain executive officers and employees. The Company recorded $5.2 million in deferred compensation associated with these grants, which will be recognized in expense over the service period of the awards. As of June 30, 2016 , there were approximately 0.7 million unvested restricted shares outstanding. Performance Share Awards During the six months ended June 30, 2016 , the Board of Directors or committee thereof approved an initial target grant of 269,035 performance shares, net of forfeitures of 52,514 , to executive officers of the Company. The performance period of this grant runs from January 1, 2016 through December 31, 2018. Potential shares of the Corporation's common stock that each participant is eligible to receive is based on the initial target number of shares granted multiplied by a percentage range between 0% and 250% . Grant date fair value was calculated using the Monte Carlo simulation model, which incorporated stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods. Stock-based compensation expense associated with unvested performance share awards is recognized on a straight-line basis over the minimum required service period, which is generally three years. Based on the grant date fair value, the Corporation expects to recognize $4.3 million in compensation expense on a straight-line basis over the requisite service period associated with this market-based grant. Approximately $0.4 million and $0.2 million in dividend rights have been accrued for non-vested performance share awards outstanding as of June 30, 2016 and December 31, 2015 , respectively. For outstanding non-vested awards at June 30, 2016 , 0.4 million shares would have been released based on the Corporation's TSR relative to the specified peer groups through that date. During the six months ended June 30, 2016 , 53,533 shares were released at target in connection with qualifying terminations of participants. Stock-based Compensation Expense For the three months ended June 30, 2016 and 2015 , the Company recognized $1.5 million and $3.5 million , respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations. For the six months ended June 30, 2016 and 2015 , the Company recognized $3.8 million and $7.3 million , respectively, in stock-based compensation expense. As of June 30, 2016 , the remaining unamortized stock-based compensation expense, including amounts relating to the performance share awards, totaled $12.3 million , including $6.4 million related to restricted stock awards and $5.9 million related to performance share awards, 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 shares of common stock outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both shares of common stock 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 net income per share computed using the two-class method, as restated (dollars in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Basic and diluted income: Income (loss) from continuing operations $ 34,844 $ (2,298 ) $ 47,798 $ 10,887 Gain on disposition of assets 11,115 51,149 21,261 60,300 Less: income attributable to unvested restricted stock (111 ) (225 ) (238 ) (434 ) Income used in basic and diluted income per share from continuing operations 45,848 48,626 68,821 70,753 Income from discontinued operations — 494 — 721 Net income attributable to common stockholders used in basic and diluted income per share $ 45,848 $ 49,120 $ 68,821 $ 71,474 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 473,907,406 437,921,663 457,970,316 425,129,740 Less: unvested weighted average shares of restricted stock (746,281 ) (1,302,525 ) (706,790 ) (1,240,502 ) Weighted average shares of common stock outstanding used in basic income per share 473,161,125 436,619,138 457,263,526 423,889,238 Net income per share attributable to common stockholders—basic $ 0.10 $ 0.11 $ 0.15 $ 0.17 Diluted weighted average shares of common stock outstanding: (1) Unvested performance shares — 301,007 — 448,691 Stock options 3,261 3,610 3,489 5,303 Weighted average shares of common stock outstanding used in diluted income per share 473,164,386 436,923,755 457,267,015 424,343,232 Net income per share attributable to common stockholders—diluted $ 0.10 $ 0.11 $ 0.15 $ 0.17 Potentially dilutive shares of common stock Unvested shares of restricted stock 113,649 452,791 90,679 455,024 Total 113,649 452,791 90,679 455,024 (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. |
Costs Associated With Restructu
Costs Associated With Restructuring Activities | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Costs Associated With Restructuring Activities | Costs Associated With Restructuring Activities On November 16, 2015, the Company’s Board of Directors approved the strategic decision to relocate its headquarters from Scottsdale, Arizona to Dallas, Texas. The Company began occupying temporary office space in the new headquarters in the spring of 2016, and the Company anticipates the move will be finalized by the end of 2016. As a result of moving its corporate headquarters, the Company is incurring various restructuring charges, including employee separation and relocation costs. Restructuring charges incurred for the three and six months ended June 30, 2016 totaled $1.8 million and $2.5 million , respectively, and are included within restructuring charges on the accompanying consolidated statements of operations. Restructuring charges for the three and six months ended June 30, 2016 were reduced for $0.2 million of straight-line rent payable that was previously recognized for the Company's Scottsdale headquarters in association with lease termination. To date, the Company has incurred restructuring charges totaling $9.5 million . The following table presents a reconciliation of the liability attributable to restructuring charges incurred as of June 30, 2016 , which is recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets (in thousands): Employee Separation/Relocation Costs Other Restructuring Costs Total Beginning balance, as of December 31, 2015 $ 5,754 $ 172 $ 5,926 Accruals 400 2,266 2,666 Payments (2,055 ) (1,258 ) (3,313 ) Ending balance, as of June 30, 2016 $ 4,099 $ 1,180 $ 5,279 The Company currently anticipates to incur total relocation related costs of approximately $19.5 million , of which $11.6 million is restructuring, $4.4 million is capitalizable costs related to tenant improvements and fixtures for the new corporate headquarters and $3.5 million represents other relocation costs primarily for redundant office space and employee salaries and benefits of departing employees during the transition phase. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting | 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/A for the year ended December 31, 2015 . |
Consolidation | 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. |
Special Purpose Entities | 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 affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. |
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. |
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. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company provided for reserves for uncollectible amounts related to its rent and other tenant receivables totaling $12.0 million and $11.5 million at June 30, 2016 and December 31, 2015 , respectively, against accounts receivable balances of $25.6 million and $26.3 million , respectively. Receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. The Company established a reserve for losses of $9.9 million and $12.2 million at June 30, 2016 and December 31, 2015 , respectively, against deferred rental revenue receivables of $75.4 million and $68.0 million , respectively. Deferred rental revenue receivables are recorded 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 subsidiaries are 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which supersedes the existing guidance for lease accounting, Leases (Topic 840) . ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies many aspects of accounting for share-based payment transactions under ASC Topic 718, Compensation - Stock Compensation , including income tax consequences, classification of awards as either equity or liability, forfeiture rate calculations and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for all entities. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients , which amends certain aspects of the guidance under ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . ASU 2016-12. is effective for annual reporting periods beginning after December 15, 2017 with early application permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which r equires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. |
Restatement (Tables)
Restatement (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,716,408 $ — $ 2,716,408 Buildings and improvements 4,821,840 — 4,821,840 Total real estate investments 7,538,248 — 7,538,248 Less: accumulated depreciation (931,834 ) — (931,834 ) 6,606,414 — 6,606,414 Loans receivable, net 86,165 — 86,165 Intangible lease assets, net 491,489 — 491,489 Real estate assets under direct financing leases, net 36,021 — 36,021 Real estate assets held for sale, net 80,665 (1,359 ) 79,306 Net investments 7,300,754 (1,359 ) 7,299,395 Cash and cash equivalents 29,410 — 29,410 Deferred costs and other assets, net 148,497 — 148,497 Goodwill 291,421 (33,052 ) 258,369 Total assets $ 7,770,082 $ (34,411 ) $ 7,735,671 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ — $ — $ — Term Loan, net 368,207 — 368,207 Mortgages and notes payable, net 2,571,844 — 2,571,844 Convertible Notes, net 696,290 — 696,290 Total debt, net 3,636,341 — 3,636,341 Intangible lease liabilities, net 185,811 — 185,811 Accounts payable, accrued expenses and other liabilities 138,457 — 138,457 Total liabilities 3,960,609 — 3,960,609 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,797 — 4,797 Capital in excess of par value 5,126,685 — 5,126,685 Accumulated deficit (1,321,973 ) (34,411 ) (1,356,384 ) Accumulated other comprehensive loss (36 ) — (36 ) Total stockholders’ equity 3,809,473 (34,411 ) 3,775,062 Total liabilities and stockholders’ equity $ 7,770,082 $ (34,411 ) $ 7,735,671 The following table presents the consolidated balance sheet as previously reported, restatement adjustments and the consolidated balance sheet as restated at December 31, 2015 (in thousands, except per share data): As Previously Reported Restatement Adjustments As Restated Assets Investments: Real estate investments: Land and improvements $ 2,710,888 $ — $ 2,710,888 Buildings and improvements 4,816,481 — 4,816,481 Total real estate investments 7,527,369 — 7,527,369 Less: accumulated depreciation (860,954 ) — (860,954 ) 6,666,415 — 6,666,415 Loans receivable, net 104,003 — 104,003 Intangible lease assets, net 526,718 — 526,718 Real estate assets under direct financing leases, net 44,324 — 44,324 Real estate assets held for sale, net 85,145 (886 ) 84,259 Net investments 7,426,605 (886 ) 7,425,719 Cash and cash equivalents 21,790 — 21,790 Deferred costs and other assets, net 179,180 — 179,180 Goodwill 291,421 (27,071 ) 264,350 Total assets $ 7,918,996 $ (27,957 ) $ 7,891,039 Liabilities and stockholders’ equity Liabilities: Revolving credit facilities $ — $ — $ — Term Loan, net 322,902 — 322,902 Mortgages and notes payable, net 3,079,787 — 3,079,787 Convertible Notes, net 690,098 — 690,098 Total debt, net 4,092,787 — 4,092,787 Intangible lease liabilities, net 193,903 — 193,903 Accounts payable, accrued expenses and other liabilities 142,475 — 142,475 Total liabilities 4,429,165 — 4,429,165 Commitments and contingencies (see Note 8) Stockholders’ equity: Common stock, $0.01 par value 4,418 — 4,418 Capital in excess of par value 4,721,323 — 4,721,323 Accumulated deficit (1,234,882 ) (27,957 ) (1,262,839 ) Accumulated other comprehensive loss (1,028 ) — (1,028 ) Total stockholders’ equity 3,489,831 (27,957 ) 3,461,874 Total liabilities and stockholders’ equity $ 7,918,996 $ (27,957 ) $ 7,891,039 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 June 30, 2016 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 160,506 $ — $ 160,506 Interest income on loans receivable 1,625 — 1,625 Earned income from direct financing leases 698 — 698 Tenant reimbursement income 3,200 — 3,200 Other income and interest from real estate transactions 5,697 — 5,697 Total revenues 171,726 — 171,726 Expenses: General and administrative 13,850 — 13,850 Restructuring charges 1,813 — 1,813 Property costs 6,611 — 6,611 Real estate acquisition costs 979 — 979 Interest 49,172 — 49,172 Depreciation and amortization 64,263 — 64,263 Impairments 12,732 639 13,371 Total expenses 149,420 639 150,059 Income from continuing operations before other income and income tax expense 22,306 (639 ) 21,667 Other income: Gain on debt extinguishment 14,016 — 14,016 Total other income 14,016 — 14,016 Income from continuing operations before income tax expense 36,322 (639 ) 35,683 Income tax expense (839 ) — (839 ) Income from continuing operations 35,483 (639 ) 34,844 Income before gain on disposition of assets 35,483 (639 ) 34,844 Gain on disposition of assets 14,027 (2,912 ) 11,115 Net income attributable to common stockholders $ 49,510 $ (3,551 ) $ 45,959 Net income per share of common stock—basic: Continuing operations $ 0.10 $ — $ 0.10 Net income per share attributable to common stockholders—basic $ 0.10 $ — $ 0.10 Net income per share of common stock—diluted: Continuing operations $ 0.10 $ — $ 0.10 Net income per share attributable to common stockholders—diluted $ 0.10 $ — $ 0.10 Weighted average shares of common stock outstanding: Basic 473,161,125 — 473,161,125 Diluted 473,164,386 — 473,164,386 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 June 30, 2015 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 159,607 $ — $ 159,607 Interest income on loans receivable 1,730 — 1,730 Earned income from direct financing leases 779 — 779 Tenant reimbursement income 3,492 — 3,492 Other income and interest from real estate transactions 2,326 — 2,326 Total revenues 167,934 — 167,934 Expenses: General and administrative 11,972 — 11,972 Property costs 6,414 — 6,414 Real estate acquisition costs 453 — 453 Interest 56,167 — 56,167 Depreciation and amortization 64,671 — 64,671 Impairments 33,766 5 33,771 Total expenses 173,443 5 173,448 Loss from continuing operations before other income and income tax expense (5,509 ) (5 ) (5,514 ) Other income: Gain on debt extinguishment 3,377 — 3,377 Total other income 3,377 — 3,377 Loss from continuing operations before income tax expense (2,132 ) (5 ) (2,137 ) Income tax expense (161 ) — (161 ) Loss from continuing operations (2,293 ) (5 ) (2,298 ) Discontinued operations: Loss from discontinued operations (96 ) — (96 ) Gain on disposition of assets 590 — 590 Income from discontinued operations 494 — 494 Loss before gain on disposition of assets (1,799 ) (5 ) (1,804 ) Gain on disposition of assets 62,690 (11,541 ) 51,149 Net income attributable to common stockholders $ 60,891 $ (11,546 ) $ 49,345 Net income per share of common stock—basic: Continuing operations $ 0.14 $ (0.03 ) $ 0.11 Discontinued operations — — — Net income per share attributable to common stockholders—basic $ 0.14 $ (0.03 ) $ 0.11 Net income per share of common stock—diluted: Continuing operations $ 0.14 $ (0.03 ) $ 0.11 Discontinued operations — — — Net income per share attributable to common stockholders—diluted $ 0.14 $ (0.03 ) $ 0.11 Weighted average shares of common stock outstanding: Basic 436,619,138 — 436,619,138 Diluted 436,923,755 — 436,923,755 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the six months ended June 30, 2016 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 322,325 $ — $ 322,325 Interest income on loans receivable 3,284 — 3,284 Earned income from direct financing leases 1,422 — 1,422 Tenant reimbursement income 7,024 — 7,024 Other income and interest from real estate transactions 6,028 — 6,028 Total revenues 340,083 — 340,083 Expenses: General and administrative 25,499 — 25,499 Restructuring charges 2,462 — 2,462 Property costs 13,938 — 13,938 Real estate acquisition costs 1,036 — 1,036 Interest 102,189 — 102,189 Depreciation and amortization 128,927 — 128,927 Impairments 24,863 1,126 25,989 Total expenses 298,914 1,126 300,040 Income from continuing operations before other income and income tax expense 41,169 (1,126 ) 40,043 Other income: Gain on debt extinguishment 8,675 — 8,675 Total other income 8,675 — 8,675 Income from continuing operations before income tax expense 49,844 (1,126 ) 48,718 Income tax expense (920 ) — (920 ) Income from continuing operations 48,924 (1,126 ) 47,798 Income before gain on disposition of assets 48,924 (1,126 ) 47,798 Gain on disposition of assets 26,589 (5,328 ) 21,261 Net income attributable to common stockholders $ 75,513 $ (6,454 ) $ 69,059 Net income per share of common stock—basic: Continuing operations $ 0.16 $ (0.01 ) $ 0.15 Net income per share attributable to common stockholders—basic $ 0.16 $ (0.01 ) $ 0.15 Net income per share of common stock—diluted: Continuing operations $ 0.16 $ (0.01 ) $ 0.15 Net income per share attributable to common stockholders—diluted $ 0.16 $ (0.01 ) $ 0.15 Weighted average shares of common stock outstanding: Basic 457,263,526 — 457,263,526 Diluted 457,267,015 — 457,267,015 The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the six months ended June 30, 2015 (in thousands, except share and per share data): As Previously Reported Restatement Adjustments As Restated Revenues: Rentals $ 314,125 $ — $ 314,125 Interest income on loans receivable 3,452 — 3,452 Earned income from direct financing leases 1,574 — 1,574 Tenant reimbursement income 8,123 — 8,123 Other income and interest from real estate transactions 2,947 — 2,947 Total revenues 330,221 — 330,221 Expenses: General and administrative 24,572 — 24,572 Property costs 13,821 — 13,821 Real estate acquisition costs 1,546 — 1,546 Interest 114,081 — 114,081 Depreciation and amortization 130,967 — 130,967 Impairments 35,390 581 35,971 Total expenses 320,377 581 320,958 Income from continuing operations before other income and income tax expense 9,844 (581 ) 9,263 Other income: Gain on debt extinguishment 2,147 — 2,147 Total other income 2,147 — 2,147 Income from continuing operations before income tax expense 11,991 (581 ) 11,410 Income tax expense (523 ) — (523 ) Income from continuing operations 11,468 (581 ) 10,887 Discontinued operations: Income from discontinued operations 131 — 131 Gain on disposition of assets 590 — 590 Income from discontinued operations 721 — 721 Income before gain on disposition of assets 12,189 (581 ) 11,608 Gain on disposition of assets 74,026 (13,726 ) 60,300 Net income attributable to common stockholders $ 86,215 $ (14,307 ) $ 71,908 Net income per share of common stock—basic: Continuing operations $ 0.20 $ (0.03 ) $ 0.17 Discontinued operations — — — Net income per share attributable to common stockholders—basic $ 0.20 $ (0.03 ) $ 0.17 Net income per share of common stock—diluted: Continuing operations $ 0.20 $ (0.03 ) $ 0.17 Discontinued operations — — — Net income per share attributable to common stockholders—diluted $ 0.20 $ (0.03 ) $ 0.17 Weighted average shares of common stock outstanding: Basic 423,889,238 — 423,889,238 Diluted 424,343,232 — 424,343,232 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 six months ended June 30, 2016 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 75,513 $ (6,454 ) $ 69,059 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 128,927 — 128,927 Impairments 24,863 1,126 25,989 Amortization of deferred financing costs 4,402 — 4,402 Payment to terminate interest rate swap (1,724 ) — (1,724 ) Derivative interest rate amortization and other interest rate swap losses 1,781 — 1,781 Amortization of debt discounts 1,507 — 1,507 Stock-based compensation expense 3,790 — 3,790 Gain on debt extinguishment (8,675 ) — (8,675 ) Debt extinguishment costs (10,625 ) — (10,625 ) Gains on dispositions of real estate and other assets, net (26,589 ) 5,328 (21,261 ) Non-cash revenue (11,954 ) — (11,954 ) Other 210 — 210 Changes in operating assets and liabilities: Deferred costs and other assets, net (179 ) — (179 ) Accounts payable, accrued expenses and other liabilities (3,620 ) — (3,620 ) Accrued restructuring charges (647 ) — (647 ) Net cash provided by operating activities 176,980 — 176,980 Investing activities Acquisitions of real estate (235,342 ) — (235,342 ) Capitalized real estate expenditures (5,978 ) — (5,978 ) Collections of principal on loans receivable and real estate assets under direct financing leases 16,783 — 16,783 Proceeds from dispositions of real estate and other assets 189,023 — 189,023 Transfers of net sales proceeds from restricted accounts pursuant to 1031 Exchanges 39,867 — 39,867 Transfers of net sales proceeds to Master Trust Release (3,862 ) — (3,862 ) Net cash provided by investing activities 491 — 491 Financing activities Borrowings under Revolving Credit Facilities 357,000 — 357,000 Repayments under Revolving Credit Facilities (357,000 ) — (357,000 ) Repayments under mortgages and notes payable (460,766 ) — (460,766 ) Borrowings under Term Loan 451,000 — 451,000 Repayments under Term Loan (406,000 ) — (406,000 ) Deferred financing costs (1,077 ) — (1,077 ) Proceeds from issuance of common stock, net of offering costs 401,953 — 401,953 Repurchase of shares of common stock (739 ) — (739 ) Dividends paid to equity owners (154,982 ) — (154,982 ) Transfers from reserve/escrow deposits with lenders 760 — 760 Net cash used in financing activities (169,851 ) — (169,851 ) Net increase in cash and cash equivalents 7,620 — 7,620 Cash and cash equivalents, beginning of period 21,790 — 21,790 Cash and cash equivalents, end of period $ 29,410 $ — $ 29,410 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 six months ended June 30, 2015 (in thousands): As Previously Reported Restatement Adjustments As Restated Operating activities Net income attributable to common stockholders $ 86,215 $ (14,307 ) $ 71,908 Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: Depreciation and amortization 130,967 — 130,967 Impairments 35,424 581 36,005 Amortization of deferred financing costs 3,973 — 3,973 Payment to terminate interest rate swap (64 ) — (64 ) Derivative interest rate amortization and other interest rate swap gains (21 ) — (21 ) Amortization of debt discounts 1,139 — 1,139 Stock-based compensation expense 7,288 — 7,288 Gain on debt extinguishment (2,147 ) — (2,147 ) Debt extinguishment costs (3,623 ) — (3,623 ) Gains on dispositions of real estate and other assets, net (74,616 ) 13,726 (60,890 ) Non-cash revenue (10,551 ) — (10,551 ) Other (27 ) — (27 ) Changes in operating assets and liabilities: Deferred costs and other assets, net (1,641 ) — (1,641 ) Accounts payable, accrued expenses and other liabilities (4,677 ) — (4,677 ) Net cash provided by operating activities 167,639 — 167,639 Investing activities Acquisitions of real estate (547,487 ) — (547,487 ) Capitalized real estate expenditures (3,175 ) — (3,175 ) Investments in loans receivable (4,000 ) — (4,000 ) Collections of principal on loans receivable and real estate assets under direct financing leases 2,924 — 2,924 Proceeds from dispositions of real estate and other assets 340,971 — 340,971 Transfers of net sales proceeds to restricted accounts pursuant to 1031 Exchanges (40,034 ) — (40,034 ) Transfers of net sales proceeds from Master Trust Release 43,442 — 43,442 Net cash used in investing activities (207,359 ) — (207,359 ) Financing activities Borrowings under Revolving Credit Facilities 405,000 — 405,000 Repayments under Revolving Credit Facilities (400,181 ) — (400,181 ) Repayments under mortgages and notes payable (321,884 ) — (321,884 ) Deferred financing costs (3,782 ) — (3,782 ) Proceeds from issuance of common stock, net of offering costs 347,255 — 347,255 Proceeds from exercise of stock options 46 — 46 Repurchase of shares of common stock (720 ) — (720 ) Dividends paid to equity owners (141,174 ) — (141,174 ) Transfers from reserve/escrow deposits with lenders 18,653 — 18,653 Net cash used in financing activities (96,787 ) — (96,787 ) Net decrease in cash and cash equivalents (136,507 ) — (136,507 ) Cash and cash equivalents, beginning of period 176,181 — 176,181 Cash and cash equivalents, end of period $ 39,674 $ — $ 39,674 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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): June 30, December 31, Collateral deposits (1) $ 11,786 $ 14,475 Tenant improvements, repairs, and leasing commissions (2) 9,212 8,362 Master Trust Release (3) 15,954 12,091 1031 Exchange proceeds, net 2 39,869 Loan impounds (4) 907 1,025 Other (5) 706 1,823 $ 38,567 $ 77,645 (1) Funds held in reserve by lenders which can be applied at their discretion to the repayment of debt (any funds remaining on deposit after the debt is paid in full are released to the borrower). During the six months ended June 30, 2016, $2.3 million of lender reserves were surrendered to lenders in connection with the extinguishment of certain loans in default. (2) Deposits held as additional collateral support by lenders to fund tenant improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. (4) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 , 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 Owned (4) Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2015 2,485 144 2,629 $ 8,198,685 $ 104,003 $ 8,302,688 Acquisitions/improvements (1) (3) (5) 125 — 125 241,321 — 241,321 Dispositions of real estate (2) (3) (65 ) — (65 ) (226,817 ) — (226,817 ) Principal payments and payoffs (5) — (35 ) (35 ) — (16,726 ) (16,726 ) (Impairments)/recoveries — — — (26,313 ) 324 (25,989 ) Write-off of gross lease intangibles — — — (6,182 ) — (6,182 ) Loan premium amortization and other — — — (40 ) (1,436 ) (1,476 ) Gross balance, June 30, 2016 2,545 109 2,654 $ 8,180,654 $ 86,165 $ 8,266,819 Accumulated depreciation and amortization (1,154,525 ) — (1,154,525 ) Other non-real estate assets held for sale 1,290 — 1,290 Net balance, June 30, 2016 $ 7,027,419 $ 86,165 $ 7,113,584 (1) Includes investments of $5.2 million in revenue producing capitalized expenditures, as well as $0.7 million of non-revenue producing capitalized maintenance expenditures. Capitalized maintenance expenditures are not included in the Company's investment in real estate disclosed elsewhere. (2) The total accumulated depreciation and amortization associated with dispositions of real estate was $37.2 million . (3) During the six months ended June 30, 2016 , pursuant to 1031 Exchanges, the Company sold 5 properties for $24.4 million . Of this amount, and including $39.9 million of 2015 proceeds, $64.3 million was used to partially fund 11 property acquisitions. (4) At June 30, 2016 and December 31, 2015 , 43 and 36 , respectively, of the Company's properties were vacant and in the Company’s possession; of these vacant properties, 10 and 12 , respectively, were held for sale. (5) During the six months ended June 30, 2016, the Company transferred cash and mortgage notes receivable secured by 35 properties to acquire the fee simple interest of those properties. |
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 June 30, 2016 (in thousands): Remainder of 2016 $ 311,429 2017 618,687 2018 605,423 2019 588,134 2020 567,348 Thereafter 4,489,458 Total future minimum rentals $ 7,180,479 |
Schedule of Loans Receivable, Net of Premium and Allowance for Loan Losses | The following table details loans receivable, net of premium and allowance for loan losses (in thousands): June 30, December 31, Mortgage loans - principal $ 73,503 $ 90,096 Mortgage loans - premium 8,550 9,986 Mortgages loans, net 82,053 100,082 Other note receivables - principal 4,112 4,245 Allowance for loan losses — (324 ) Other note receivables, net 4,112 3,921 Total loans receivable, net $ 86,165 $ 104,003 |
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): June 30, December 31, In-place leases $ 637,073 $ 649,182 Above-market leases 93,532 98,056 Less: accumulated amortization (239,116 ) (220,520 ) Intangible lease assets, net $ 491,489 $ 526,718 Below-market leases $ 233,392 $ 238,039 Less: accumulated amortization (47,581 ) (44,136 ) Intangible lease liabilities, net $ 185,811 $ 193,903 |
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): June 30, December 31, Minimum lease payments receivable $ 10,793 $ 12,702 Estimated residual value of leased assets 35,640 43,789 Unearned income (10,412 ) (12,167 ) Real estate assets under direct financing leases, net $ 36,021 $ 44,324 |
Schedule of Activity in Real Estate Assets Held for Sale | The following table shows the activity in real estate assets held for sale for the six months ended June 30, 2016 , as restated (dollars in thousands): Number of Properties Carrying Value Balance, December 31, 2015 36 $ 84,259 Transfers from real estate investments 31 80,245 Sales (34 ) (85,198 ) Balance, June 30, 2016 33 $ 79,306 |
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 Six Months Ended 2016 2015 2016 2015 Real estate and intangible asset impairment $ 8,707 $ 33,735 $ 21,337 $ 35,354 Write-off of lease intangibles due to lease terminations, net 4,663 43 4,972 555 Loans receivable recovery — — (324 ) — Total impairments from real estate investment net assets 13,370 33,778 25,985 35,909 Other impairment 1 (7 ) 4 96 Total impairment loss in continuing and discontinued operations $ 13,371 $ 33,771 $ 25,989 $ 36,005 The following table provides information about the weighted average sales price per square foot of comparable properties used to estimate fair value (price per square foot in dollars). June 30, 2016 December 31, 2015 Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $62.84 - $214.29 $ 114.16 70,539 $41.21 - $168.30 $ 79.90 153,008 Industrial $2.50 - $3.45 $ 3.17 55,613 $17.77 - $22.00 $ 19.40 375,076 Office N/A N/A N/A $58.17 - $133.61 $ 104.53 204,936 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 Maturity (3) June 30, December 31, (in Years) (In Thousands) Revolving Credit Facilities NM — 2.7 $ — $ — Term Loan 3.61 % 1.80 % 2.3 370,000 325,000 Master Trust Notes 5.59 % 5.03 % 6.7 1,682,542 1,692,094 CMBS - fixed-rate 5.10 % 5.63 % 3.0 925,930 1,360,215 CMBS - variable-rate (4) 2.99 % — 0.0 — 61,758 Convertible Notes 5.32 % 3.28 % 3.8 747,500 747,500 Total debt 5.32 % 4.51 % 4.8 3,725,972 4,186,567 Debt discount, net (51,783 ) (52,203 ) Deferred financing costs, net (5) (37,848 ) (41,577 ) Total debt, net $ 3,636,341 $ 4,092,787 NM - The average outstanding principal balance of the Revolving Credit Facilities was not significant during the three months ended June 30, 2016 , resulting in an effective interest rate that was not meaningful. (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs and credit facility fees, where applicable, calculated for the three months ended June 30, 2016 and based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2016 . (3) Represents the weighted average maturity based on the outstanding principal balance as of June 30, 2016 . (4) Variable-rate notes are predominantly hedged with interest rate swaps (see Note 6). (5) The Company records deferred financing costs for its 2015 Credit Facility in deferred costs and other assets, net on its consolidated balance sheets. |
Schedule of Debt Maturities | As of June 30, 2016 , scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2016 (1) $ 12,525 $ 42,892 $ 55,417 2017 26,903 499,563 526,466 2018 42,115 552,779 594,894 2019 44,325 452,000 496,325 2020 39,096 413,206 452,302 Thereafter 249,794 1,350,774 1,600,568 Total $ 414,758 $ 3,311,214 $ 3,725,972 (1) The balloon payment balance in 2016 includes $36.5 million , including $7.9 million of capitalized interest, for the acceleration of principal payable following an event of default under one non-recourse CMBS loan with a stated maturity in 2017 . |
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 Ended Six Months Ended 2016 2015 2016 2015 Interest expense – Revolving Credit Facilities (1) $ 895 $ 586 $ 1,352 $ 1,389 Interest expense – Term Loan 322 — 2,069 — Interest expense – mortgages and notes payable 38,817 46,863 80,547 95,271 Interest expense – Convertible Notes 6,128 6,128 12,255 12,255 Non-cash interest expense: Amortization of deferred financing costs 2,236 1,901 4,402 3,973 Amortization of net losses related to interest rate swaps 27 26 57 54 Amortization of debt (premium)/discount, net 747 663 1,507 1,139 Total interest expense $ 49,172 $ 56,167 $ 102,189 $ 114,081 (1) Includes facility fees of approximately $0.5 million and $0.4 million for the three months ended June 30, 2016 and 2015 , respectively, and approximately $1.0 million and $0.8 million for the six months ended June 30, 2016 and 2015 , respectively. |
Master Trust Notes | |
Debt Instrument [Line Items] | |
Summary of Debt | The Master Trust Notes are summarized below: Stated Rates (1) Maturity June 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A1 5.1 % 4.0 $ 59,556 $ 65,027 Series 2014-1 Class A2 5.4 % 4.1 253,300 253,300 Series 2014-2 5.8 % 4.7 228,004 229,674 Series 2014-3 5.7 % 5.7 312,051 312,276 Series 2014-4 Class A1 3.5 % 3.6 150,000 150,000 Series 2014-4 Class A2 4.6 % 13.6 360,000 360,000 Total Master Trust 2014 notes 5.1 % 7.0 1,362,911 1,370,277 Series 2013-1 Class A 3.9 % 2.5 125,000 125,000 Series 2013-2 Class A 5.3 % 7.5 194,631 196,817 Total Master Trust 2013 notes 4.7 % 5.5 319,631 321,817 Total Master Trust Notes 1,682,542 1,692,094 Debt discount, net (20,864 ) (22,909 ) Deferred financing costs, net (17,894 ) (19,345 ) Total Master Trust Notes, net $ 1,643,784 $ 1,649,840 (1) Represents the individual series stated interest rate as of June 30, 2016 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of June 30, 2016 . |
Derivative and Hedging Activi28
Derivative and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, December 31, Interest Rate Swaps (1) Accounts payable, accrued expenses and other liabilities $ 61,758 5.14 % 01/02/14 12/13/18 $ — $ (934 ) $ — $ (934 ) (1) Represents a tranche of eight individual interest rate swap agreements with notional amounts ranging from $7.6 million to $7.9 million . The payment terms, stated interest rate, effective date, and maturity date of these swaps are consistent with the terms of the debt. |
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 and six months ended June 30, 2016 and 2015 , respectively (in thousands): Amount of Gain or (Loss) Recognized in AOCL on Derivative (Effective Portion) Three Months Ended Six Months Ended Derivatives in Cash Flow Hedging Relationships 2016 2015 2016 2015 Interest rate swaps $ (317 ) $ 40 $ (1,173 ) $ (811 ) Amount of Loss Reclassified from AOCL into Operations (Effective Portion) Three Months Ended Six Months Ended Location of Loss Reclassified from AOCL into Operations 2016 2015 2016 2015 Interest expense $ (224 ) $ (305 ) $ (459 ) $ (621 ) Amount of Loss Recognized in Operations on Derivative (Ineffective Portion) (1) Three Months Ended Six Months Ended Location of Loss Recognized in Operations on Derivatives 2016 2015 2016 2015 General and administrative expense $ (1,706 ) $ (75 ) $ (1,706 ) $ (78 ) Amount of Loss Recognized in Operations on Derivative Derivatives Not Designated as Hedging instruments Three Months Ended Six Months Ended Location of Loss Recognized in Operations on Derivatives 2016 2015 2016 2015 General and administrative expense $ (18 ) $ — $ (18 ) $ — (1) Amounts for the three months and six months ended June 30, 2016 and 2015 , respectively, includes losses of $1.7 million and $76.0 thousand that were reclassified from accumulated other comprehensive loss in the balance sheet resulting from hedged transactions that were no longer probable of occurring as the swaps were terminated prior to their respective maturity dates. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Summary of Dividends Declared | For the six months ended June 30, 2016 , 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 15, 2016 $ 0.17500 March 31, 2016 $ 77,596 April 15, 2016 June 15, 2016 $ 0.17500 June 30, 2016 $ 83,940 July 15, 2016 (1) Net of estimated forfeitures of approximately $4,000 and $9,000 during the three and six months ended June 30, 2016 , respectively, for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of opera |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial 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 December 31, 2015 Derivatives: Interest rate swaps financial liabilities $ (934 ) $ — $ (934 ) $ — |
Schedule of Assets at Fair Value on Nonrecurring Basis | The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis (in thousands): Fair Value Hierarchy Level Impairment Charges (1) (Restated) Description Fair Value Dispositions Level 1 Level 2 Level 3 June 30, 2016 Retail $ 6,308 $ — $ — $ — $ 6,308 $ (7,235 ) Industrial 1,362 — — — 1,362 (2,329 ) Long-lived assets held and used by asset type 7,670 — — — 7,670 (9,564 ) Lease intangible assets 2,940 — — — 2,940 (5,926 ) Other assets — — — — — 324 Long-lived assets held for sale 19,761 (21,874 ) — — 41,635 (10,823 ) $ (25,989 ) December 31, 2015 Retail $ 29,626 $ (3,207 ) $ — $ — $ 32,833 $ (20,727 ) Industrial 9,598 — — — 9,598 (16,182 ) Office 21,074 — — — 21,074 (14,093 ) Long-lived assets held and used by asset type 60,298 (3,207 ) — — 63,505 (51,002 ) Lease intangible assets 3,843 — — — 3,843 (3,825 ) Other assets — — — — — (324 ) Long-lived assets held for sale 15,957 (33,563 ) — — 49,520 (15,578 ) $ (70,729 ) (1) Impairment charges are presented for the six months ended June 30, 2016 and for the year ended December 31, 2015 . |
Sales Price of Comparable Properties Used to Estimate Fair Value | 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 Six Months Ended 2016 2015 2016 2015 Real estate and intangible asset impairment $ 8,707 $ 33,735 $ 21,337 $ 35,354 Write-off of lease intangibles due to lease terminations, net 4,663 43 4,972 555 Loans receivable recovery — — (324 ) — Total impairments from real estate investment net assets 13,370 33,778 25,985 35,909 Other impairment 1 (7 ) 4 96 Total impairment loss in continuing and discontinued operations $ 13,371 $ 33,771 $ 25,989 $ 36,005 The following table provides information about the weighted average sales price per square foot of comparable properties used to estimate fair value (price per square foot in dollars). June 30, 2016 December 31, 2015 Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $62.84 - $214.29 $ 114.16 70,539 $41.21 - $168.30 $ 79.90 153,008 Industrial $2.50 - $3.45 $ 3.17 55,613 $17.77 - $22.00 $ 19.40 375,076 Office N/A N/A N/A $58.17 - $133.61 $ 104.53 204,936 |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The following table discloses fair value information for these financial instruments (in thousands): June 30, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 86,165 $ 89,734 $ 104,003 $ 110,019 Term Loan, net (1) 368,207 369,182 322,902 338,366 Mortgages and notes payable, net (1) 2,571,844 2,673,824 3,079,787 3,220,239 Convertible Notes, net (1) 696,290 818,775 690,098 713,095 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums. |
Supplemental Cash Flow Inform31
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Disclosures | The following table presents the supplemental cash flow disclosures (in thousands): Six Months Ended 2016 2015 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Reduction of debt through sale of certain real estate properties $ — $ 7,155 Reduction of debt in exchange for collateral assets 47,544 7,904 Net real estate and other collateral assets surrendered to lender 31,833 7,384 Accrued interest capitalized to principal (1) 2,175 3,551 Accrued performance share dividend rights 330 288 (1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
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 net income per share computed using the two-class method, as restated (dollars in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Basic and diluted income: Income (loss) from continuing operations $ 34,844 $ (2,298 ) $ 47,798 $ 10,887 Gain on disposition of assets 11,115 51,149 21,261 60,300 Less: income attributable to unvested restricted stock (111 ) (225 ) (238 ) (434 ) Income used in basic and diluted income per share from continuing operations 45,848 48,626 68,821 70,753 Income from discontinued operations — 494 — 721 Net income attributable to common stockholders used in basic and diluted income per share $ 45,848 $ 49,120 $ 68,821 $ 71,474 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 473,907,406 437,921,663 457,970,316 425,129,740 Less: unvested weighted average shares of restricted stock (746,281 ) (1,302,525 ) (706,790 ) (1,240,502 ) Weighted average shares of common stock outstanding used in basic income per share 473,161,125 436,619,138 457,263,526 423,889,238 Net income per share attributable to common stockholders—basic $ 0.10 $ 0.11 $ 0.15 $ 0.17 Diluted weighted average shares of common stock outstanding: (1) Unvested performance shares — 301,007 — 448,691 Stock options 3,261 3,610 3,489 5,303 Weighted average shares of common stock outstanding used in diluted income per share 473,164,386 436,923,755 457,267,015 424,343,232 Net income per share attributable to common stockholders—diluted $ 0.10 $ 0.11 $ 0.15 $ 0.17 Potentially dilutive shares of common stock Unvested shares of restricted stock 113,649 452,791 90,679 455,024 Total 113,649 452,791 90,679 455,024 (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. |
Costs Associated With Restruc33
Costs Associated With Restructuring Activities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Reconciliation of the Liability Attributable to Restructuring Charges Incurred | The following table presents a reconciliation of the liability attributable to restructuring charges incurred as of June 30, 2016 , which is recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets (in thousands): Employee Separation/Relocation Costs Other Restructuring Costs Total Beginning balance, as of December 31, 2015 $ 5,754 $ 172 $ 5,926 Accruals 400 2,266 2,666 Payments (2,055 ) (1,258 ) (3,313 ) Ending balance, as of June 30, 2016 $ 4,099 $ 1,180 $ 5,279 |
Organization - Narrative (Detai
Organization - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)Property | Dec. 31, 2015USD ($)Property | |
Summary Of Business And Significant Accounting Policies [Line Items] | ||
Gross investment in real estate properties and loans | $ | $ 8,266,819 | $ 8,302,688 |
Number of real estate properties | 2,654 | 2,629 |
Owned Properties | ||
Summary Of Business And Significant Accounting Policies [Line Items] | ||
Gross investment in real estate properties and loans | $ | $ 8,180,654 | $ 8,198,685 |
Number of real estate properties | 2,545 | 2,485 |
Gross investment in real estate, percentage | 99.00% | |
Number of owned real estate properties | 2,545 | |
Financed Properties | ||
Summary Of Business And Significant Accounting Policies [Line Items] | ||
Gross investment in real estate properties and loans | $ | $ 86,165 | $ 104,003 |
Number of real estate properties | 109 | 144 |
Securing mortgage properties, percentage | 1.00% | |
Securing mortgage properties | 109 | |
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% |
Restatement - Narrative (Detail
Restatement - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Goodwill | $ 258,369 | $ 258,369 | $ 264,350 | ||
Gain on disposition of assets | 11,115 | $ 51,149 | 21,261 | $ 60,300 | |
Real estate assets held for sale, net | 79,306 | 79,306 | 84,259 | ||
Impairments | 13,371 | 33,771 | 25,989 | 35,971 | |
Correction of Allocation of Goodwill to the Disposal of Real Estate Assets | Restatement Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Goodwill | (33,052) | (33,052) | (27,071) | ||
Gain on disposition of assets | (2,912) | (11,541) | (5,328) | (13,726) | |
Real estate assets held for sale, net | (1,359) | (1,359) | $ (886) | ||
Impairments | $ 639 | $ 5 | $ 1,126 | $ 581 |
Restatement - Balance Sheet (De
Restatement - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Real estate investments: | ||||
Land and improvements | $ 2,716,408 | $ 2,710,888 | ||
Buildings and improvements | 4,821,840 | 4,816,481 | ||
Total real estate investments | 7,538,248 | 7,527,369 | ||
Less: accumulated depreciation | (931,834) | (860,954) | ||
Real estate investments, net | 6,606,414 | 6,666,415 | ||
Loans receivable, net | 86,165 | 104,003 | ||
Intangible lease assets, net | 491,489 | 526,718 | ||
Real estate assets under direct financing leases, net | 36,021 | 44,324 | ||
Real estate assets held for sale, net | 79,306 | 84,259 | ||
Net investments | 7,299,395 | 7,425,719 | ||
Cash and cash equivalents | 29,410 | 21,790 | $ 39,674 | $ 176,181 |
Deferred costs and other assets, net | 148,497 | 179,180 | ||
Goodwill | 258,369 | 264,350 | ||
Total assets | 7,735,671 | 7,891,039 | ||
Liabilities: | ||||
Revolving Credit Facilities | 0 | 0 | ||
Term Loan, net | 368,207 | 322,902 | ||
Mortgages and notes payable, net | 2,571,844 | 3,079,787 | ||
Convertible Notes, net | 696,290 | 690,098 | ||
Total debt, net | 3,636,341 | 4,092,787 | ||
Intangible lease liabilities, net | 185,811 | 193,903 | ||
Accounts payable, accrued expenses and other liabilities | 138,457 | 142,475 | ||
Total liabilities | 3,960,609 | 4,429,165 | ||
Commitments and contingencies | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value | 4,797 | 4,418 | ||
Capital in excess of par value | 5,126,685 | 4,721,323 | ||
Accumulated deficit | (1,356,384) | (1,262,839) | ||
Accumulated other comprehensive loss | (36) | (1,028) | ||
Total stockholders’ equity | 3,775,062 | 3,461,874 | ||
Total liabilities and stockholders’ equity | $ 7,735,671 | $ 7,891,039 | ||
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | ||
As Previously Reported | ||||
Real estate investments: | ||||
Land and improvements | $ 2,716,408 | $ 2,710,888 | ||
Buildings and improvements | 4,821,840 | 4,816,481 | ||
Total real estate investments | 7,538,248 | 7,527,369 | ||
Less: accumulated depreciation | (931,834) | (860,954) | ||
Real estate investments, net | 6,606,414 | 6,666,415 | ||
Loans receivable, net | 86,165 | 104,003 | ||
Intangible lease assets, net | 491,489 | 526,718 | ||
Real estate assets under direct financing leases, net | 36,021 | 44,324 | ||
Real estate assets held for sale, net | 80,665 | 85,145 | ||
Net investments | 7,300,754 | 7,426,605 | ||
Cash and cash equivalents | 29,410 | 21,790 | 39,674 | 176,181 |
Deferred costs and other assets, net | 148,497 | 179,180 | ||
Goodwill | 291,421 | 291,421 | ||
Total assets | 7,770,082 | 7,918,996 | ||
Liabilities: | ||||
Revolving Credit Facilities | 0 | 0 | ||
Term Loan, net | 368,207 | 322,902 | ||
Mortgages and notes payable, net | 2,571,844 | 3,079,787 | ||
Convertible Notes, net | 696,290 | 690,098 | ||
Total debt, net | 3,636,341 | 4,092,787 | ||
Intangible lease liabilities, net | 185,811 | 193,903 | ||
Accounts payable, accrued expenses and other liabilities | 138,457 | 142,475 | ||
Total liabilities | 3,960,609 | 4,429,165 | ||
Commitments and contingencies | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value | 4,797 | 4,418 | ||
Capital in excess of par value | 5,126,685 | 4,721,323 | ||
Accumulated deficit | (1,321,973) | (1,234,882) | ||
Accumulated other comprehensive loss | (36) | (1,028) | ||
Total stockholders’ equity | 3,809,473 | 3,489,831 | ||
Total liabilities and stockholders’ equity | 7,770,082 | 7,918,996 | ||
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 | (1,359) | (886) | ||
Net investments | (1,359) | (886) | ||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Deferred costs and other assets, net | 0 | 0 | ||
Goodwill | (33,052) | (27,071) | ||
Total assets | (34,411) | (27,957) | ||
Liabilities: | ||||
Revolving Credit Facilities | 0 | 0 | ||
Term Loan, net | 0 | 0 | ||
Mortgages and notes payable, net | 0 | 0 | ||
Convertible Notes, net | 0 | 0 | ||
Total debt, net | 0 | 0 | ||
Intangible lease liabilities, net | 0 | 0 | ||
Accounts payable, accrued expenses and other liabilities | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Commitments and contingencies | ||||
Stockholders’ equity: | ||||
Common stock, $0.01 par value | 0 | 0 | ||
Capital in excess of par value | 0 | 0 | ||
Accumulated deficit | (34,411) | (27,957) | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Total stockholders’ equity | (34,411) | (27,957) | ||
Total liabilities and stockholders’ equity | $ (34,411) | $ (27,957) |
Restatement - Statement of Oper
Restatement - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2016 | Mar. 15, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Revenues: | ||||||
Rentals | $ 160,506 | $ 159,607 | $ 322,325 | $ 314,125 | ||
Interest income on loans receivable | 1,625 | 1,730 | 3,284 | 3,452 | ||
Earned income from direct financing leases | 698 | 779 | 1,422 | 1,574 | ||
Tenant reimbursement income | 3,200 | 3,492 | 7,024 | 8,123 | ||
Other income and interest from real estate transactions | 5,697 | 2,326 | 6,028 | 2,947 | ||
Total revenues | 171,726 | 167,934 | 340,083 | 330,221 | ||
Expenses: | ||||||
General and administrative | 13,850 | 11,972 | 25,499 | 24,572 | ||
Restructuring charges | 1,813 | 0 | 2,462 | 0 | ||
Property costs | 6,611 | 6,414 | 13,938 | 13,821 | ||
Real estate acquisition costs | 979 | 453 | 1,036 | 1,546 | ||
Interest | 49,172 | 56,167 | 102,189 | 114,081 | ||
Depreciation and amortization | 64,263 | 64,671 | 128,927 | 130,967 | ||
Impairments | 13,371 | 33,771 | 25,989 | 35,971 | ||
Total expenses | 150,059 | 173,448 | 300,040 | 320,958 | ||
Income (loss) from continuing operations before other income and income tax expense | 21,667 | (5,514) | 40,043 | 9,263 | ||
Other income: | ||||||
Gain on debt extinguishment | 14,016 | 3,377 | 8,675 | 2,147 | ||
Total other income | 14,016 | 3,377 | 8,675 | 2,147 | ||
Income (loss) from continuing operations before income tax expense | 35,683 | (2,137) | 48,718 | 11,410 | ||
Income tax expense | (839) | (161) | (920) | (523) | ||
Income (loss) from continuing operations | 34,844 | (2,298) | 47,798 | 10,887 | ||
Discontinued operations: | ||||||
(Loss) income from discontinued operations | 0 | (96) | 0 | 131 | ||
Gain on disposition of assets | 0 | 590 | 0 | 590 | ||
Income from discontinued operations | 0 | 494 | 0 | 721 | ||
Income (loss) before gain on disposition of assets | 34,844 | (1,804) | 47,798 | 11,608 | ||
Gain on disposition of assets | 11,115 | 51,149 | 21,261 | 60,300 | ||
Net income attributable to common stockholders | $ 45,959 | $ 49,345 | $ 69,059 | $ 71,908 | ||
Net income per share of common stock—basic: | ||||||
Continuing operations (in USD per share) | $ 0.10 | $ 0.11 | $ 0.15 | $ 0.17 | ||
Discontinued operations (in USD per share) | 0 | 0 | 0 | 0 | ||
Net income per share attributable to common stockholders—basic (in USD per share) | 0.10 | 0.11 | 0.15 | 0.17 | ||
Net income per share of common stock—diluted: | ||||||
Continuing operations (in USD per share) | 0.10 | 0.11 | 0.15 | 0.17 | ||
Discontinued operations (in USD per share) | 0 | 0 | 0 | 0 | ||
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.10 | $ 0.11 | $ 0.15 | $ 0.17 | ||
Weighted average shares of common stock outstanding: | ||||||
Basic (in shares) | 473,161,125 | 436,619,138 | 457,263,526 | 423,889,238 | ||
Diluted (in shares) | 473,164,386 | 436,923,755 | 457,267,015 | 424,343,232 | ||
Dividends declared per common share issued (in USD per share) | $ 0.175 | $ 0.175 | $ 0.175 | $ 0.17 | $ 0.35 | $ 0.34 |
As Previously Reported | ||||||
Revenues: | ||||||
Rentals | $ 160,506 | $ 159,607 | $ 322,325 | $ 314,125 | ||
Interest income on loans receivable | 1,625 | 1,730 | 3,284 | 3,452 | ||
Earned income from direct financing leases | 698 | 779 | 1,422 | 1,574 | ||
Tenant reimbursement income | 3,200 | 3,492 | 7,024 | 8,123 | ||
Other income and interest from real estate transactions | 5,697 | 2,326 | 6,028 | 2,947 | ||
Total revenues | 171,726 | 167,934 | 340,083 | 330,221 | ||
Expenses: | ||||||
General and administrative | 13,850 | 11,972 | 25,499 | 24,572 | ||
Restructuring charges | 1,813 | 2,462 | ||||
Property costs | 6,611 | 6,414 | 13,938 | 13,821 | ||
Real estate acquisition costs | 979 | 453 | 1,036 | 1,546 | ||
Interest | 49,172 | 56,167 | 102,189 | 114,081 | ||
Depreciation and amortization | 64,263 | 64,671 | 128,927 | 130,967 | ||
Impairments | 12,732 | 33,766 | 24,863 | 35,390 | ||
Total expenses | 149,420 | 173,443 | 298,914 | 320,377 | ||
Income (loss) from continuing operations before other income and income tax expense | 22,306 | (5,509) | 41,169 | 9,844 | ||
Other income: | ||||||
Gain on debt extinguishment | 14,016 | 3,377 | 8,675 | 2,147 | ||
Total other income | 14,016 | 3,377 | 8,675 | 2,147 | ||
Income (loss) from continuing operations before income tax expense | 36,322 | (2,132) | 49,844 | 11,991 | ||
Income tax expense | (839) | (161) | (920) | (523) | ||
Income (loss) from continuing operations | 35,483 | (2,293) | 48,924 | 11,468 | ||
Discontinued operations: | ||||||
(Loss) income from discontinued operations | (96) | 131 | ||||
Gain on disposition of assets | 590 | 590 | ||||
Income from discontinued operations | 494 | 721 | ||||
Income (loss) before gain on disposition of assets | 35,483 | (1,799) | 48,924 | 12,189 | ||
Gain on disposition of assets | 14,027 | 62,690 | 26,589 | 74,026 | ||
Net income attributable to common stockholders | $ 49,510 | $ 60,891 | $ 75,513 | $ 86,215 | ||
Net income per share of common stock—basic: | ||||||
Continuing operations (in USD per share) | $ 0.10 | $ 0.14 | $ 0.16 | $ 0.20 | ||
Discontinued operations (in USD per share) | 0 | 0 | ||||
Net income per share attributable to common stockholders—basic (in USD per share) | 0.10 | 0.14 | 0.16 | 0.20 | ||
Net income per share of common stock—diluted: | ||||||
Continuing operations (in USD per share) | 0.10 | 0.14 | 0.16 | 0.20 | ||
Discontinued operations (in USD per share) | 0 | 0 | ||||
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.10 | $ 0.14 | $ 0.16 | $ 0.20 | ||
Weighted average shares of common stock outstanding: | ||||||
Basic (in shares) | 473,161,125 | 436,619,138 | 457,263,526 | 423,889,238 | ||
Diluted (in shares) | 473,164,386 | 436,923,755 | 457,267,015 | 424,343,232 | ||
Correction of Allocation of Goodwill to the Disposal of Real Estate Assets | Restatement Adjustments | ||||||
Revenues: | ||||||
Rentals | $ 0 | $ 0 | $ 0 | $ 0 | ||
Interest income on loans receivable | 0 | 0 | 0 | 0 | ||
Earned income from direct financing leases | 0 | 0 | 0 | 0 | ||
Tenant reimbursement income | 0 | 0 | 0 | 0 | ||
Other income and interest from real estate transactions | 0 | 0 | 0 | 0 | ||
Total revenues | 0 | 0 | 0 | 0 | ||
Expenses: | ||||||
General and administrative | 0 | 0 | 0 | 0 | ||
Restructuring charges | 0 | 0 | ||||
Property costs | 0 | 0 | 0 | 0 | ||
Real estate acquisition costs | 0 | 0 | 0 | 0 | ||
Interest | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||
Impairments | 639 | 5 | 1,126 | 581 | ||
Total expenses | 639 | 5 | 1,126 | 581 | ||
Income (loss) from continuing operations before other income and income tax expense | (639) | (5) | (1,126) | (581) | ||
Other income: | ||||||
Gain on debt extinguishment | 0 | 0 | 0 | 0 | ||
Total other income | 0 | 0 | 0 | 0 | ||
Income (loss) from continuing operations before income tax expense | (639) | (5) | (1,126) | (581) | ||
Income tax expense | 0 | 0 | 0 | 0 | ||
Income (loss) from continuing operations | (639) | (5) | (1,126) | (581) | ||
Discontinued operations: | ||||||
(Loss) income from discontinued operations | 0 | 0 | ||||
Gain on disposition of assets | 0 | 0 | ||||
Income from discontinued operations | 0 | 0 | ||||
Income (loss) before gain on disposition of assets | (639) | (5) | (1,126) | (581) | ||
Gain on disposition of assets | (2,912) | (11,541) | (5,328) | (13,726) | ||
Net income attributable to common stockholders | $ (3,551) | $ (11,546) | $ (6,454) | $ (14,307) | ||
Net income per share of common stock—basic: | ||||||
Continuing operations (in USD per share) | $ 0 | $ (0.03) | $ (0.01) | $ (0.03) | ||
Discontinued operations (in USD per share) | 0 | 0 | ||||
Net income per share attributable to common stockholders—basic (in USD per share) | 0 | (0.03) | (0.01) | (0.03) | ||
Net income per share of common stock—diluted: | ||||||
Continuing operations (in USD per share) | 0 | (0.03) | (0.01) | (0.03) | ||
Discontinued operations (in USD per share) | 0 | 0 | ||||
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0 | $ (0.03) | $ (0.01) | $ (0.03) | ||
Weighted average shares of common stock outstanding: | ||||||
Basic (in shares) | 0 | 0 | 0 | 0 | ||
Diluted (in shares) | 0 | 0 | 0 | 0 |
Restatement - Statement of Cash
Restatement - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Operating activities | |||||
Net income attributable to common stockholders | $ 45,959 | $ 49,345 | $ 69,059 | $ 71,908 | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||||
Depreciation and amortization | 128,927 | 130,967 | |||
Impairments | 13,371 | 33,771 | 25,989 | 36,005 | |
Amortization of deferred financing costs | 4,402 | 3,973 | |||
Payment to terminate interest rate swap | (1,724) | (64) | |||
Derivative interest rate amortization and other interest rate swap losses (gains) | 1,781 | (21) | |||
Amortization of debt discounts | 747 | 663 | 1,507 | 1,139 | |
Stock-based compensation expense | 3,790 | 7,288 | |||
Gain on debt extinguishment | (8,675) | (2,147) | |||
Debt extinguishment costs | (10,625) | (3,623) | |||
Gains on dispositions of real estate and other assets, net | (21,261) | (60,890) | |||
Non-cash revenue | (11,954) | (10,551) | |||
Other | 210 | (27) | |||
Changes in operating assets and liabilities: | |||||
Deferred costs and other assets, net | (179) | (1,641) | |||
Accounts payable, accrued expenses and other liabilities | (3,620) | (4,677) | |||
Accrued restructuring charges | (647) | 0 | |||
Net cash provided by operating activities | 176,980 | 167,639 | |||
Investing activities | |||||
Acquisitions of real estate | (235,342) | (547,487) | |||
Capitalized real estate expenditures | (5,978) | (3,175) | |||
Investments in loans receivable | 0 | (4,000) | |||
Collections of principal on loans receivable and real estate assets under direct financing leases | 16,783 | 2,924 | |||
Proceeds from dispositions of real estate and other assets | 189,023 | 340,971 | |||
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges | 39,867 | (40,034) | |||
Transfers of net sales proceeds (to) from Master Trust Release | (3,862) | 43,442 | |||
Net cash provided by (used in) investing activities | 491 | (207,359) | |||
Financing activities | |||||
Borrowings under Revolving Credit Facilities | 357,000 | 405,000 | |||
Repayments under Revolving Credit Facilities | (357,000) | (400,181) | |||
Repayments under mortgages and notes payable | (460,766) | (321,884) | |||
Borrowings under Term Loan | 451,000 | 0 | |||
Repayments under Term Loan | (406,000) | 0 | |||
Deferred financing costs | (1,077) | (3,782) | |||
Proceeds from issuance of common stock, net of offering costs | 401,953 | 347,255 | |||
Proceeds from exercise of stock options | 0 | 46 | |||
Repurchase of shares of common stock | (739) | (720) | |||
Dividends paid to equity owners | (154,982) | (141,174) | |||
Transfers from reserve/escrow deposits with lenders | 760 | 18,653 | |||
Net cash used in financing activities | (169,851) | (96,787) | |||
Net increase (decrease) in cash and cash equivalents | 7,620 | (136,507) | |||
Cash and cash equivalents, beginning of period | 21,790 | 176,181 | $ 176,181 | ||
Cash and cash equivalents, end of period | 29,410 | 39,674 | 29,410 | 39,674 | 21,790 |
As Previously Reported | |||||
Operating activities | |||||
Net income attributable to common stockholders | 49,510 | 60,891 | 75,513 | 86,215 | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||||
Depreciation and amortization | 128,927 | 130,967 | |||
Impairments | 24,863 | 35,424 | |||
Amortization of deferred financing costs | 4,402 | 3,973 | |||
Payment to terminate interest rate swap | (1,724) | (64) | |||
Derivative interest rate amortization and other interest rate swap losses (gains) | 1,781 | (21) | |||
Amortization of debt discounts | 1,507 | 1,139 | |||
Stock-based compensation expense | 3,790 | 7,288 | |||
Gain on debt extinguishment | (8,675) | (2,147) | |||
Debt extinguishment costs | (10,625) | (3,623) | |||
Gains on dispositions of real estate and other assets, net | (26,589) | (74,616) | |||
Non-cash revenue | (11,954) | (10,551) | |||
Other | 210 | (27) | |||
Changes in operating assets and liabilities: | |||||
Deferred costs and other assets, net | (179) | (1,641) | |||
Accounts payable, accrued expenses and other liabilities | (3,620) | (4,677) | |||
Accrued restructuring charges | (647) | ||||
Net cash provided by operating activities | 176,980 | 167,639 | |||
Investing activities | |||||
Acquisitions of real estate | (235,342) | (547,487) | |||
Capitalized real estate expenditures | (5,978) | (3,175) | |||
Investments in loans receivable | (4,000) | ||||
Collections of principal on loans receivable and real estate assets under direct financing leases | 16,783 | 2,924 | |||
Proceeds from dispositions of real estate and other assets | 189,023 | 340,971 | |||
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges | 39,867 | (40,034) | |||
Transfers of net sales proceeds (to) from Master Trust Release | (3,862) | 43,442 | |||
Net cash provided by (used in) investing activities | 491 | (207,359) | |||
Financing activities | |||||
Borrowings under Revolving Credit Facilities | 357,000 | 405,000 | |||
Repayments under Revolving Credit Facilities | (357,000) | (400,181) | |||
Repayments under mortgages and notes payable | (460,766) | (321,884) | |||
Borrowings under Term Loan | 451,000 | ||||
Repayments under Term Loan | (406,000) | ||||
Deferred financing costs | (1,077) | (3,782) | |||
Proceeds from issuance of common stock, net of offering costs | 401,953 | 347,255 | |||
Proceeds from exercise of stock options | 46 | ||||
Repurchase of shares of common stock | (739) | (720) | |||
Dividends paid to equity owners | (154,982) | (141,174) | |||
Transfers from reserve/escrow deposits with lenders | 760 | 18,653 | |||
Net cash used in financing activities | (169,851) | (96,787) | |||
Net increase (decrease) in cash and cash equivalents | 7,620 | (136,507) | |||
Cash and cash equivalents, beginning of period | 21,790 | 176,181 | 176,181 | ||
Cash and cash equivalents, end of period | 29,410 | 39,674 | 29,410 | 39,674 | 21,790 |
Correction of Allocation of Goodwill to the Disposal of Real Estate Assets | Restatement Adjustments | |||||
Operating activities | |||||
Net income attributable to common stockholders | (3,551) | (11,546) | (6,454) | (14,307) | |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | |||||
Depreciation and amortization | 0 | 0 | |||
Impairments | 1,126 | 581 | |||
Amortization of deferred financing costs | 0 | 0 | |||
Payment to terminate interest rate swap | 0 | 0 | |||
Derivative interest rate amortization and other interest rate swap losses (gains) | 0 | 0 | |||
Amortization of debt discounts | 0 | 0 | |||
Stock-based compensation expense | 0 | 0 | |||
Gain on debt extinguishment | 0 | 0 | |||
Debt extinguishment costs | 0 | 0 | |||
Gains on dispositions of real estate and other assets, net | 5,328 | 13,726 | |||
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 | |||
Accrued restructuring charges | 0 | ||||
Net cash provided by operating activities | 0 | 0 | |||
Investing activities | |||||
Acquisitions of real estate | 0 | 0 | |||
Capitalized real estate expenditures | 0 | 0 | |||
Investments in loans receivable | 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 from (to) restricted accounts pursuant to 1031 Exchanges | 0 | 0 | |||
Transfers of net sales proceeds (to) from Master Trust Release | 0 | 0 | |||
Net cash provided by (used in) investing activities | 0 | 0 | |||
Financing activities | |||||
Borrowings under Revolving Credit Facilities | 0 | 0 | |||
Repayments under Revolving Credit Facilities | 0 | 0 | |||
Repayments under mortgages and notes payable | 0 | 0 | |||
Borrowings under Term Loan | 0 | ||||
Repayments under Term Loan | 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 | ||||
Repurchase of shares of common stock | 0 | 0 | |||
Dividends paid to equity owners | 0 | 0 | |||
Transfers from reserve/escrow deposits with lenders | 0 | 0 | |||
Net cash used in financing activities | 0 | 0 | |||
Net increase (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 | $ 0 | $ 0 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Schedule of Restricted Cash and Escrow Deposits (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and deposits in escrow | $ 38,567 | $ 77,645 |
Collateral deposits | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and deposits in escrow | 11,786 | 14,475 |
Tenant improvements, repairs and leasing commissions | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and deposits in escrow | 9,212 | 8,362 |
Master Trust Release | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and deposits in escrow | 15,954 | 12,091 |
1031 Exchange proceeds, net | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and deposits in escrow | 2 | 39,869 |
Loan impounds | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and deposits in escrow | 907 | 1,025 |
Other | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and deposits in escrow | $ 706 | $ 1,823 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended | |
Jun. 30, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Net assets | $ 7,735,671,000 | $ 7,891,039,000 |
Net liabilities | $ 3,960,609,000 | 4,429,165,000 |
Number of segments | segment | 1 | |
Reserves for uncollectible amounts | $ 12,000,000 | 11,500,000 |
Accounts receivable | 25,600,000 | 26,300,000 |
Reserve for losses | 9,900,000 | 12,200,000 |
Deferred rental revenue receivables | 75,400,000 | 68,000,000 |
Lender reserves surrendered | 2,300,000 | |
Provision for income taxes | 0 | |
Special Purpose Entity | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Net assets | 3,620,000,000 | 4,570,000,000 |
Net liabilities | $ 2,670,000,000 | $ 3,190,000,000 |
Investments - Summary of Real E
Investments - Summary of Real Estate and Loan Activity, Net of Accumulated Depreciation and Amortization (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)Property | |
Number of Properties | |
Gross balance, December 31, 2015 | Property | 2,629 |
Acquisitions/improvements | Property | 125 |
Dispositions of real estate | Property | (65) |
Principal payments and payoffs | Property | (35) |
(Impairments)/recoveries | Property | 0 |
Write-off of gross lease intangibles | Property | 0 |
Loan premium amortization and other | Property | 0 |
Gross balance, June 30, 2016 | Property | 2,654 |
Dollar Amount of Investments | |
Gross balance, December 31, 2015 | $ 8,302,688 |
Acquisitions/improvements | 241,321 |
Dispositions of real estate | (226,817) |
Principal payments and payoffs | (16,726) |
(Impairments)/recoveries | (25,989) |
Write-off of gross lease intangibles | (6,182) |
Loan premium amortization and other | (1,476) |
Gross balance, June 30, 2016 | 8,266,819 |
Accumulated depreciation and amortization | (1,154,525) |
Other non-real estate assets held for sale | 1,290 |
Net balance, June 30, 2016 | $ 7,113,584 |
Owned Properties | |
Number of Properties | |
Gross balance, December 31, 2015 | Property | 2,485 |
Acquisitions/improvements | Property | 125 |
Dispositions of real estate | Property | (65) |
Principal payments and payoffs | Property | 0 |
(Impairments)/recoveries | Property | 0 |
Write-off of gross lease intangibles | Property | 0 |
Loan premium amortization and other | Property | 0 |
Gross balance, June 30, 2016 | Property | 2,545 |
Dollar Amount of Investments | |
Gross balance, December 31, 2015 | $ 8,198,685 |
Acquisitions/improvements | 241,321 |
Dispositions of real estate | (226,817) |
Principal payments and payoffs | 0 |
(Impairments)/recoveries | (26,313) |
Write-off of gross lease intangibles | (6,182) |
Loan premium amortization and other | (40) |
Gross balance, June 30, 2016 | 8,180,654 |
Accumulated depreciation and amortization | (1,154,525) |
Other non-real estate assets held for sale | 1,290 |
Net balance, June 30, 2016 | $ 7,027,419 |
Financed Properties | |
Number of Properties | |
Gross balance, December 31, 2015 | Property | 144 |
Acquisitions/improvements | Property | 0 |
Dispositions of real estate | Property | 0 |
Principal payments and payoffs | Property | (35) |
(Impairments)/recoveries | Property | 0 |
Write-off of gross lease intangibles | Property | 0 |
Loan premium amortization and other | Property | 0 |
Gross balance, June 30, 2016 | Property | 109 |
Dollar Amount of Investments | |
Gross balance, December 31, 2015 | $ 104,003 |
Acquisitions/improvements | 0 |
Dispositions of real estate | 0 |
Principal payments and payoffs | (16,726) |
(Impairments)/recoveries | 324 |
Write-off of gross lease intangibles | 0 |
Loan premium amortization and other | (1,436) |
Gross balance, June 30, 2016 | 86,165 |
Accumulated depreciation and amortization | 0 |
Other non-real estate assets held for sale | 0 |
Net balance, June 30, 2016 | $ 86,165 |
Investments - Summary of Real42
Investments - Summary of Real Estate and Loan Activity, Net of Accumulated Depreciation and Amortization (Footnote) (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2016USD ($)Property | Dec. 31, 2015Property | |
Real Estate Properties [Line Items] | ||
Revenue producing capitalized expenditures | $ 5.2 | |
Capitalized maintenance expenditures | 0.7 | |
Accumulated depreciation and amortization associated with dispositions of real estate | $ 37.2 | |
Number of properties sold under 1031 Exchanges | Property | 5 | |
Amount of properties sold under 1031 Exchanges | $ 24.4 | |
Amount of properties acquired under 1031 Exchange program using 2015 proceeds | 39.9 | |
Amount of properties acquired under 1031 Exchanges | $ 64.3 | |
Number of properties acquired under 1031 Exchanges | Property | 11 | |
Properties Vacant | ||
Real Estate Properties [Line Items] | ||
Number of properties | Property | 43 | 36 |
Property Held For Sale | ||
Real Estate Properties [Line Items] | ||
Number of properties | Property | 10 | 12 |
Properties Securing Assets | ||
Real Estate Properties [Line Items] | ||
Number of properties | Property | 35 |
Investments - Schedule of Minim
Investments - Schedule of Minimum Future Contractual Rent to be Received (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Operating Leases, Future Contractual Rent Receivable | |
Remainder of 2016 | $ 311,429 |
2,017 | 618,687 |
2,018 | 605,423 |
2,019 | 588,134 |
2,020 | 567,348 |
Thereafter | 4,489,458 |
Total future minimum rentals | $ 7,180,479 |
Investments - Schedule of Loans
Investments - Schedule of Loans Receivable, Net of Premium and Allowance for Loan Losses (Details) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Loans and Leases Receivable Disclosure [Line Items] | |||
Total loans receivable, net | $ 86,165,000 | $ 104,003,000 | |
Allowance for loan losses | $ 0 | (300,000) | |
Mortgage Loans | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Loans and leases receivable, gross | 73,503,000 | 90,096,000 | |
Mortgage loans - premium | 8,550,000 | 9,986,000 | |
Total loans receivable, net | 82,053,000 | 100,082,000 | |
Notes Receivable | |||
Loans and Leases Receivable Disclosure [Line Items] | |||
Loans and leases receivable, gross | 4,112,000 | 4,245,000 | |
Total loans receivable, net | 4,112,000 | 3,921,000 | |
Allowance for loan losses | $ 0 | $ (324,000) |
Investments - Schedule of Lease
Investments - Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Less: accumulated amortization | $ (239,116) | $ (220,520) |
Intangible lease assets, net | 491,489 | 526,718 |
Less: accumulated amortization | (47,581) | (44,136) |
Intangible lease liabilities, net | 185,811 | 193,903 |
In-Place Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | 637,073 | 649,182 |
Above-Market Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | 93,532 | 98,056 |
Below-Market Leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease liabilities, gross | $ 233,392 | $ 238,039 |
Investments - Schedule of Compo
Investments - Schedule of Components of Real Estate Investments Held Under Direct Financing Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Minimum lease payments receivable | $ 10,793 | $ 12,702 |
Estimated residual value of leased assets | 35,640 | 43,789 |
Unearned income | (10,412) | (12,167) |
Real estate assets under direct financing leases, net | $ 36,021 | $ 44,324 |
Investments - Schedule of Activ
Investments - Schedule of Activity in Real Estate Assets Held for Sale (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)Property | |
Number of Properties | |
Balance, December 31, 2015 | Property | 36 |
Transfers from real estate investments | Property | 31 |
Sales | Property | (34) |
Balance, June 30, 2016 | Property | 33 |
Carrying Value | |
Balance, December 31, 2015 | $ | $ 84,259 |
Transfers from real estate investments | $ | 80,245 |
Sales | $ | (85,198) |
Balance, June 30, 2016 | $ | $ 79,306 |
Investments - Summary of Total
Investments - Summary of Total Impairment Losses Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Real estate and intangible asset impairment | $ 8,707 | $ 33,735 | $ 21,337 | $ 35,354 |
Write-off of lease intangibles due to lease terminations, net | 4,663 | 43 | 4,972 | 555 |
Loans receivable recovery | 0 | 0 | (324) | 0 |
Total impairments from real estate investment net assets | 13,370 | 33,778 | 25,985 | 35,909 |
Other impairment | 1 | (7) | 4 | 96 |
Total impairment loss in continuing and discontinued operations | $ 13,371 | $ 33,771 | $ 25,989 | $ 36,005 |
Investments - Narrative (Detail
Investments - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($)PropertyStateloan | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)PropertyStateloanrenewal_option | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)Propertyloan | |
Investment [Line Items] | ||||||
Gross investment in real estate properties and loans | $ 8,266,819,000 | $ 8,266,819,000 | $ 8,302,688,000 | |||
Number of real estate properties | Property | 2,654 | 2,654 | 2,629 | |||
Number of properties securing mortgage loans | Property | 109 | 109 | ||||
Portfolio disbursement, number of states | State | 49 | 49 | ||||
Minimum percentage of investment in real estate properties | 10.00% | 10.00% | ||||
Number of other notes receivable | loan | 2 | |||||
Allowance for loan losses | $ 0 | $ 300,000 | ||||
Amortization amount to rental revenue for capitalized leases | $ 1,500,000 | $ 1,400,000 | $ 3,000,000 | $ 2,800,000 | ||
In-Place Leases | ||||||
Investment [Line Items] | ||||||
Leases amortization expenses | 11,600,000 | $ 12,600,000 | 23,500,000 | $ 25,400,000 | ||
Secured Debt | ||||||
Investment [Line Items] | ||||||
Notes receivable | $ 3,800,000 | $ 3,800,000 | ||||
Minimum | ||||||
Investment [Line Items] | ||||||
Number of lease renewal options | renewal_option | 1 | |||||
Texas | ||||||
Investment [Line Items] | ||||||
Number of states exceeding disclosure threshold | State | 1 | |||||
Percentage of investment in real estate properties | 12.20% | 12.20% | ||||
Mortgages | ||||||
Investment [Line Items] | ||||||
Receivables on nonaccrual status | loan | 0 | 0 | 0 | |||
Notes Receivable | ||||||
Investment [Line Items] | ||||||
Allowance for loan losses | $ 0 | $ 0 | $ 324,000 | |||
Receivables on nonaccrual status | loan | 0 | 0 | 1 | |||
Loans on non-accrual status | $ 300,000 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | May 31, 2014 | |
Debt Instrument [Line Items] | |||
Total debt, gross | $ 3,725,972 | $ 4,186,567 | |
Debt discount, net | (51,783) | (52,203) | |
Deferred financing costs, net | (37,848) | (41,577) | |
Total debt, net | $ 3,636,341 | 4,092,787 | |
Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 5.32% | ||
Weighted Average Stated Rates | 4.51% | ||
Weighted Average Maturity | 4 years 9 months 18 days | ||
Revolving Credit Facilities | |||
Debt Instrument [Line Items] | |||
Total debt, gross | $ 0 | 0 | |
Revolving Credit Facilities | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Stated Rates | 0.00% | ||
Weighted Average Maturity | 2 years 8 months 12 days | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt, gross | $ 370,000 | 325,000 | |
Deferred financing costs, net | $ (1,800) | (2,100) | |
Term Loan | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 3.61% | ||
Weighted Average Stated Rates | 1.80% | ||
Weighted Average Maturity | 2 years 3 months 18 days | ||
Master Trust Notes | |||
Debt Instrument [Line Items] | |||
Total debt, gross | $ 1,682,542 | 1,692,094 | |
Debt discount, net | (20,864) | (22,909) | |
Deferred financing costs, net | (17,894) | (19,345) | |
Total debt, net | $ 1,643,784 | 1,649,840 | |
Master Trust Notes | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 5.59% | ||
Weighted Average Stated Rates | 5.03% | ||
Weighted Average Maturity | 6 years 8 months 12 days | ||
CMBS - fixed-rate | |||
Debt Instrument [Line Items] | |||
Total debt, gross | $ 925,930 | 1,360,215 | |
CMBS - fixed-rate | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 5.10% | ||
Weighted Average Stated Rates | 5.63% | ||
Weighted Average Maturity | 3 years | ||
CMBS - variable-rate | |||
Debt Instrument [Line Items] | |||
Total debt, gross | $ 0 | 61,758 | |
CMBS - variable-rate | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 2.99% | ||
Weighted Average Stated Rates | 0.00% | ||
Weighted Average Maturity | 0 days | ||
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Total debt, gross | $ 747,500 | 747,500 | |
Deferred financing costs, net | $ (13,100) | $ (14,700) | $ (19,600) |
Convertible Notes | Weighted Average | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rates | 5.32% | ||
Weighted Average Stated Rates | 3.28% | ||
Weighted Average Maturity | 3 years 9 months 18 days |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities - Narrative (Details) - USD ($) | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Apr. 27, 2016 | Apr. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | |||||||
Unamortized deferred financing costs | $ 37,848,000 | $ 37,848,000 | $ 41,577,000 | ||||
Amount outstanding | 0 | $ 0 | 0 | ||||
Unsecured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | $ 800,000,000 | $ 600,000,000 | ||||
Line of credit facility, accordion feature, increase limit | $ 1,000,000,000 | ||||||
Commitment fee percentage | 0.25% | ||||||
Origination costs | 4,800,000 | ||||||
Amount outstanding | 0 | $ 0 | |||||
Letters of credit issued | 300,000 | 300,000 | |||||
Line of credit facility remaining borrowing capacity | $ 799,700,000 | $ 799,700,000 | |||||
Unsecured Debt | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage | 0.125% | ||||||
Unsecured Debt | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage | 0.30% | ||||||
Unsecured Debt | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
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% | ||||||
Unsecured Debt | Base Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.00% | ||||||
Unsecured Debt | Base Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.55% | ||||||
Unsecured Debt | Swingline Loans | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 50,000,000 | ||||||
Unsecured Debt | Letters of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 60,000,000 | ||||||
Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee on unused capacity | 0.35% | ||||||
Debt extinguishment costs | $ 2,000,000 | ||||||
Credit Facility | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.50% | ||||||
Secured Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | ||||||
Revolving Line of Credit | Special Purpose Entity | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | ||||||
Deferred Costs And Other Assets | Revolving Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Unamortized deferred financing costs | $ 3,600,000 | $ 3,600,000 | $ 3,200,000 |
Debt - Term Loan - Narrative (D
Debt - Term Loan - Narrative (Details) | Nov. 03, 2015USD ($)extension_option | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Number of one-year extension options | extension_option | 2 | |||
Unamortized deferred financing costs | $ 37,848,000 | $ 37,848,000 | $ 41,577,000 | |
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | $ 325,000,000 | 370,000,000 | ||
Line of Credit Facility, Accordian Feature, Higher Borrowing Capacity Option | 600,000,000 | |||
Days available to reborrow loans repaid | 30 days | |||
Period subject to reborrowing occurrence limitations | 12 months | |||
Origination costs | $ 2,300,000 | |||
Unamortized deferred financing costs | $ 1,800,000 | $ 1,800,000 | $ 2,100,000 | |
Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Minimum | Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Minimum | Term Loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.35% | |||
Maximum | Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.80% | |||
Maximum | Term Loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.80% | |||
Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | Minimum | Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.90% | |||
Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | Minimum | Term Loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.00% | |||
Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | Maximum | Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | Maximum | Term Loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.75% |
Debt - Summary of Debt - Master
Debt - Summary of Debt - Master Trust Notes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Total debt, gross | $ 3,725,972 | $ 4,186,567 |
Debt discount, net | (51,783) | (52,203) |
Deferred financing costs, net | (37,848) | (41,577) |
Total debt, net | 3,636,341 | 4,092,787 |
Master Trust Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 1,682,542 | 1,692,094 |
Debt discount, net | (20,864) | (22,909) |
Deferred financing costs, net | (17,894) | (19,345) |
Total debt, net | $ 1,643,784 | 1,649,840 |
Master Trust Notes | Series 2014-1 Class A1 | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.10% | |
Maturity | 3 years 11 months 22 days | |
Total debt, gross | $ 59,556 | 65,027 |
Master Trust Notes | Series 2014-1 Class A2 | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.40% | |
Maturity | 4 years 20 days | |
Total debt, gross | $ 253,300 | 253,300 |
Master Trust Notes | Series 2014-2 | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.80% | |
Maturity | 4 years 8 months 19 days | |
Total debt, gross | $ 228,004 | 229,674 |
Master Trust Notes | Series 2014-3 | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.70% | |
Maturity | 5 years 8 months 19 days | |
Total debt, gross | $ 312,051 | 312,276 |
Master Trust Notes | Series 2014-4 Class A1 | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 3.50% | |
Maturity | 3 years 6 months 20 days | |
Total debt, gross | $ 150,000 | 150,000 |
Master Trust Notes | Series 2014-4 Class A2 | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 4.60% | |
Maturity | 13 years 6 months 21 days | |
Total debt, gross | $ 360,000 | 360,000 |
Master Trust Notes | Total Master Trust 2014 notes | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.10% | |
Maturity | 7 years | |
Total debt, gross | $ 1,362,911 | 1,370,277 |
Master Trust Notes | Series 2013-1 Class A | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 3.90% | |
Maturity | 2 years 5 months 20 days | |
Total debt, gross | $ 125,000 | 125,000 |
Master Trust Notes | Series 2013-2 Class A | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.30% | |
Maturity | 7 years 5 months 20 days | |
Total debt, gross | $ 194,631 | 196,817 |
Master Trust Notes | Total Master Trust 2013 notes | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 4.70% | |
Maturity | 5 years 6 months | |
Total debt, gross | $ 319,631 | $ 321,817 |
Debt - Master Trust Notes - Nar
Debt - Master Trust Notes - Narrative (Details) | Jun. 30, 2016PropertySubsidiary |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 109 |
Master Trust 2014 notes | |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 898 |
Debt issued by, number of subsidiaries | Subsidiary | 5 |
Master Trust 2013 notes | |
Debt Instrument [Line Items] | |
Number of properties securing borrowings | 309 |
Debt - CMBS - Narrative (Detail
Debt - CMBS - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)PropertyloanLoan | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Number of properties securing borrowings | Property | 109 | |
Unamortized deferred financing costs | $ 37,848 | $ 41,577 |
Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 4.51% | |
CMBS - fixed-rate | Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.63% | |
CMBS Loans | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 5,100 | $ 5,500 |
CMBS Loans | CMBS - fixed-rate | ||
Debt Instrument [Line Items] | ||
Number of loans secured by mortgage on leased properties and related assets | loan | 102 | |
Number of properties securing borrowings | Property | 232 | |
Number of CMBS loans in default | Loan | 1 | |
Number of properties securing loans | Property | 4 | |
Debt default amount | $ 36,500 | |
Interest added to principal | 7,900 | |
Restricted cash | $ 10,400 | |
CMBS Loans | CMBS - fixed-rate | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 3.90% | |
Default interest rate | 9.85% | |
CMBS Loans | CMBS - fixed-rate | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 6.62% | |
CMBS Loans | CMBS - fixed-rate | Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated interest rates | 5.45% |
Debt - Convertible Notes - Narr
Debt - Convertible Notes - Narrative (Details) | May 31, 2014USD ($)$ / shares | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 37,848,000 | $ 41,577,000 | |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Conversion rate | 0.0763636 | ||
Conversion price (in USD per share) | $ / shares | $ 13.10 | ||
Premium above public offering price | 22.50% | ||
Anti-dilutive cash dividends, exceeding (in USD per share) | $ 0.16625 | ||
Value of the embedded conversion premium, included in net debt (discount) | 56,700,000 | 38,100,000 | 42,700,000 |
Unamortized deferred financing costs | 19,600,000 | $ 13,100,000 | $ 14,700,000 |
Convertible Senior Notes | Convertible Senior Notes Due 2019 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 402,500,000 | ||
Stated interest rates | 2.875% | ||
Convertible Senior Notes | Convertible Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 345,000,000 | ||
Stated interest rates | 3.75% |
Debt - Debt Extinguishment - Na
Debt - Debt Extinguishment - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)loan | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Gain on debt extinguishment | $ 14,016 | $ 3,377 | $ 8,675 | $ 2,147 |
Master Trust Notes | ||||
Debt Instrument [Line Items] | ||||
Debt extinguishment costs | $ 495,200 | $ 336,800 | ||
Weighted average contractual interest rate | 6.28% | 5.64% | 6.28% | 5.64% |
Gain on debt extinguishment | $ 8,700 | $ 2,100 | ||
Number of defaulted loans | loan | 4 | |||
Reduction of debt | 17,500 | |||
Proceeds from sale of properties | $ 14,000 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Scheduled Debt Maturities | ||
Total debt, net | $ 3,636,341 | $ 4,092,787 |
Mortgages and Notes Payable | ||
Scheduled Debt Maturities | ||
Remainder of 2016 | 55,417 | |
2,017 | 526,466 | |
2,018 | 594,894 | |
2,019 | 496,325 | |
2,020 | 452,302 | |
Thereafter | 1,600,568 | |
Total debt, net | 3,725,972 | |
Mortgages and Notes Payable | Scheduled Principal | ||
Scheduled Debt Maturities | ||
Remainder of 2016 | 12,525 | |
2,017 | 26,903 | |
2,018 | 42,115 | |
2,019 | 44,325 | |
2,020 | 39,096 | |
Thereafter | 249,794 | |
Total debt, net | 414,758 | |
Mortgages and Notes Payable | Balloon Payment | ||
Scheduled Debt Maturities | ||
Remainder of 2016 | 42,892 | |
2,017 | 499,563 | |
2,018 | 552,779 | |
2,019 | 452,000 | |
2,020 | 413,206 | |
Thereafter | 1,350,774 | |
Total debt, net | $ 3,311,214 |
Debt - Schedule of Debt Matur59
Debt - Schedule of Debt Maturities (Footnote) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)Loan | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Capitalized interest | $ 2,175 | $ 3,551 |
Mortgages and Notes Payable | CMBS Loans | ||
Debt Instrument [Line Items] | ||
Debt default amount | 36,500 | |
Capitalized interest | $ 7,900 | |
Master Trust Notes | CMBS Loans | ||
Debt Instrument [Line Items] | ||
Number of CMBS loans in default | Loan | 1 |
Debt - Summary of Components of
Debt - Summary of Components of Interest Expense Related to Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule Of Interest Expenses [Line Items] | ||||
Amortization of deferred financing costs | $ 2,236 | $ 1,901 | $ 4,402 | $ 3,973 |
Amortization of net losses related to interest rate swaps | 27 | 26 | 57 | 54 |
Amortization of debt (premium)/discount, net | 747 | 663 | 1,507 | 1,139 |
Total interest expense | 49,172 | 56,167 | 102,189 | 114,081 |
Revolving Credit Facilities | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 895 | 586 | 1,352 | 1,389 |
Term Loan | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 322 | 0 | 2,069 | 0 |
Mortgages and Notes Payable | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 38,817 | 46,863 | 80,547 | 95,271 |
Convertible Notes | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | $ 6,128 | $ 6,128 | $ 12,255 | $ 12,255 |
Debt - Summary of Components 61
Debt - Summary of Components of Interest Expense Related to Borrowings (Footnote) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Debt Disclosure [Abstract] | ||||
facility fees | $ 0.5 | $ 0.4 | $ 1 | $ 0.8 |
Derivative and Hedging Activi62
Derivative and Hedging Activities - Summary of Notional Amount and Fair Value of Derivative Instruments (Details) - Designated as Hedging Instrument - Interest Rate Swaps - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Fair Value of Liability | $ 0 | $ (934) |
Accounts payable, accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 61,758 | |
Fixed Interest Rate | 5.14% | |
Fair Value of Liability | $ 0 | $ (934) |
Derivative and Hedging Activi63
Derivative and Hedging Activities - Summary of Notional Amount and Fair Value of Derivative Instruments (Footnote) (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)Derivative | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Derivative | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)Derivative | |
Derivatives, Fair Value [Line Items] | |||||
Payments to terminate swaps | $ 1,724,000 | $ 64,000 | |||
Interest Rate Swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Payments to terminate swaps | 1,700,000 | ||||
Loss on termination of swaps | $ 1,700,000 | $ 76,000 | $ 1,700,000 | $ 76,000 | |
Interest Rate Swaps | Designated as Hedging Instrument | Accounts payable, accrued expenses and other liabilities | |||||
Derivatives, Fair Value [Line Items] | |||||
Number of interest rate derivatives held | Derivative | 8 | 8 | 8 | ||
Notional amount | $ 61,758,000 | $ 61,758,000 | |||
Interest Rate Swaps | Designated as Hedging Instrument | Accounts payable, accrued expenses and other liabilities | Minimum | |||||
Derivatives, Fair Value [Line Items] | |||||
Notional amount | 7,600,000 | 7,600,000 | $ 7,600,000 | ||
Interest Rate Swaps | Designated as Hedging Instrument | Accounts payable, accrued expenses and other liabilities | Maximum | |||||
Derivatives, Fair Value [Line Items] | |||||
Notional amount | $ 7,900,000 | $ 7,900,000 | $ 7,900,000 |
Derivative and Hedging Activi64
Derivative and Hedging Activities - Summary of Amounts Recorded in AOCL (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Interest Rate Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss on termination of swaps | $ 1,700,000 | $ 76,000 | $ 1,700,000 | $ 76,000 |
Designated as Hedging Instrument | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Reclassified from AOCL into Operations (Effective Portion) | (224,000) | (305,000) | (459,000) | (621,000) |
Designated as Hedging Instrument | General and Administrative Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in Operations on Derivative | (1,706,000) | (75,000) | (1,706,000) | (78,000) |
Designated as Hedging Instrument | Interest Rate Swaps | Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in AOCL on Derivative (Effective Portion) | (317,000) | 40,000 | (1,173,000) | (811,000) |
Not Designated as Hedging Instrument | General and Administrative Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in Operations on Derivative | $ (18,000) | $ 0 | $ (18,000) | $ 0 |
Derivative and Hedging Activi65
Derivative and Hedging Activities - Narrative (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments loss estimated to be reclassified from AOCL as an increase to interest expense within 12 months | $ 35,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | Apr. 15, 2016 | Feb. 29, 2016 | Jun. 30, 2016 |
Subsidiary, Sale of Stock [Line Items] | |||
Payments of Stock Issuance Costs | $ 600,000 | ||
Stock repurchase program, authorized amount | $ 200,000,000 | ||
Stock repurchase program, period in force | 18 months | ||
Stock repurchased during period | $ 0 | ||
Shares withheld for taxes (in shares) | 0.2 | ||
Shares withheld for taxes, value | $ 700,000 | ||
Weighted Average | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share issued (in USD per share) | $ 11.17 | ||
Underwritten Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of common shares (in shares) | 34.5 | ||
Gross proceeds from common stock offering | $ 384,700,000 | ||
Net proceeds from common stock offering | $ 368,900,000 | ||
Underwritten Public Offering | Weighted Average | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share issued (in USD per share) | $ 11.15 | ||
ATM Program | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of common shares (in shares) | 3 | ||
Gross proceeds from common stock offering | $ 33,600,000 | ||
Net proceeds from common stock offering | 33,000,000 | ||
Gross proceeds capacity remaining | $ 69,900,000 | ||
Equity Option | Over-Allotment Option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of common shares (in shares) | 4.5 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2016 | Mar. 15, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Equity [Abstract] | ||||||
Dividend per share (in USD per share) | $ 0.175 | $ 0.175 | $ 0.175 | $ 0.17 | $ 0.35 | $ 0.34 |
Total dividends | $ 83,940 | $ 77,596 |
Stockholders' Equity - Summar68
Stockholders' Equity - Summary of Dividends Declared (Footnote) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Equity [Abstract] | ||
Estimated forfeitures for dividends declared on employee restricted stock awards | $ 4 | $ 9 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Nov. 25, 2015USD ($)businessstore | Sep. 08, 2015USD ($)Property | Jun. 30, 2016USD ($)Propertytenantclaim | Jun. 30, 2016USD ($)Propertytenantclaim |
Loss Contingencies [Line Items] | ||||
Outstanding claims | claim | 0 | 0 | ||
Total commitments | $ 56,400 | $ 56,400 | ||
Total commitments relating to future acquisitions | 31,700 | 31,700 | ||
Funded commitments | $ 56,000 | 56,000 | ||
Contingently liable amount of debt owed by tenant | $ 5,700 | |||
Number of tenants indemnified by | tenant | 1 | 1 | ||
Haggen Operations Holdings, LLC | ||||
Loss Contingencies [Line Items] | ||||
Number of leased properties | Property | 20 | |||
Monthly lease revenue | $ 1,400 | |||
Number of stores assumed by tenant upon settlement | store | 5 | |||
Subsidiaries | ||||
Loss Contingencies [Line Items] | ||||
Number of stores assumed from settlement | store | 9 | |||
Operators assigned to assumed stores | business | 3 | |||
Stores returned upon settlement | store | 6 | |||
Unsecured stipulated damages claim received | $ 21,000 | $ 21,000 | ||
Properties under master lease, partially assigned | Property | 4 | 4 | ||
Properties under master lease | Property | 5 | 5 | ||
Annual reduction of rent | $ 350 | $ 350 | ||
Amount in return for rent concessions | 3,000 | |||
Amount of allowed administrative claim | 800 | |||
Amount of allowed unsecured claim | 2,600 | |||
Amount of allowed unsecured claim with administrative priority | 1,800 | |||
Stipulated claims collected | 2,500 | |||
Lease termination income | $ 1,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring $ in Thousands | Dec. 31, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest rate swaps financial liabilities | $ (934) |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest rate swaps financial liabilities | 0 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest rate swaps financial liabilities | (934) |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest rate swaps financial liabilities | $ 0 |
Fair Value Measurements - Sch71
Fair Value Measurements - Schedule of Assets at Fair Value on Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of other assets | $ (1) | $ 7 | $ (4) | $ (96) | |
Total impairment charges | (13,371) | $ (33,771) | (25,989) | $ (36,005) | |
Fair Value, Measurements, Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-lived assets held and used | 7,670 | 7,670 | $ 60,298 | ||
Lease intangible assets | 2,940 | 2,940 | 3,843 | ||
Other assets | 0 | 0 | 0 | ||
Long-lived assets held for sale | 19,761 | 19,761 | 15,957 | ||
Long-lived assets held and used, dispositions | 0 | 0 | (3,207) | ||
Lease intangible assets, dispositions | 0 | 0 | 0 | ||
Other assets, dispositions | 0 | 0 | 0 | ||
Long-lived assets held for sale, dispositions | (21,874) | (21,874) | (33,563) | ||
Impairment of long-lived assets held and used | (9,564) | (51,002) | |||
Impairment of intangible assets | (5,926) | (3,825) | |||
Impairment of other assets | 324 | (324) | |||
Impairment of long-lived assets held for sale | (10,823) | (15,578) | |||
Total impairment charges | (25,989) | (70,729) | |||
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 | 0 | 0 | ||
Lease intangible assets | 0 | 0 | 0 | ||
Other assets | 0 | 0 | 0 | ||
Long-lived assets held for sale | 0 | 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 | 0 | 0 | ||
Lease intangible assets | 0 | 0 | 0 | ||
Other assets | 0 | 0 | 0 | ||
Long-lived assets held for sale | 0 | 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 | 7,670 | 7,670 | 63,505 | ||
Lease intangible assets | 2,940 | 2,940 | 3,843 | ||
Other assets | 0 | 0 | 0 | ||
Long-lived assets held for sale | 41,635 | 41,635 | 49,520 | ||
Retail | Fair Value, Measurements, Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-lived assets held and used | 6,308 | 6,308 | 29,626 | ||
Long-lived assets held and used, dispositions | 0 | 0 | (3,207) | ||
Impairment of long-lived assets held and used | (7,235) | (20,727) | |||
Retail | 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 | 0 | 0 | ||
Retail | 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 | 0 | 0 | ||
Retail | 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 | 6,308 | 6,308 | 32,833 | ||
Industrial | Fair Value, Measurements, Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-lived assets held and used | 1,362 | 1,362 | 9,598 | ||
Long-lived assets held and used, dispositions | 0 | 0 | 0 | ||
Impairment of long-lived assets held and used | (2,329) | (16,182) | |||
Industrial | 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 | 0 | 0 | ||
Industrial | 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 | 0 | 0 | ||
Industrial | 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 | $ 1,362 | $ 1,362 | 9,598 | ||
Office | Fair Value, Measurements, Nonrecurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-lived assets held and used | 21,074 | ||||
Long-lived assets held and used, dispositions | 0 | ||||
Impairment of long-lived assets held and used | (14,093) | ||||
Office | 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 | ||||
Office | 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 | ||||
Office | 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 | $ 21,074 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs of Long-Lived Assets Held and Used (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016ft²$ / ft² | Dec. 31, 2015ft²$ / ft² | |
Retail | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Property square footage | ft² | 70,539 | 153,008 |
Retail | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 62.84 | 41.21 |
Retail | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 214.29 | 168.30 |
Retail | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 114.16 | 79.90 |
Industrial | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Property square footage | ft² | 55,613 | 375,076 |
Industrial | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 2.50 | 17.77 |
Industrial | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 3.45 | 22 |
Industrial | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 3.17 | 19.40 |
Office | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Property square footage | ft² | 204,936 | |
Office | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 58.17 | |
Office | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 133.61 | |
Office | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Sales price (in usd per sqft) | 104.53 |
Fair Value Measurements - Sch73
Fair Value Measurements - Schedule of Carrying Amount And Estimated Fair Value Of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | $ 86,165 | $ 104,003 |
Mortgages and notes payable, net | 2,571,844 | 3,079,787 |
Convertible Notes, net | 696,290 | 690,098 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | 89,734 | 110,019 |
Mortgages and notes payable, net | 2,673,824 | 3,220,239 |
Convertible Notes, net | 818,775 | 713,095 |
Term Loan | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, net | 368,207 | 322,902 |
Term Loan | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, net | $ 369,182 | $ 338,366 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Property | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Impaired long-lived assets held and used, properties | 4 | 18 |
Impaired long-lived assets held and used, properties estimating fair values on comparable properties | 13 |
Significant Credit and Revenu75
Significant Credit and Revenue Concentration - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016Customertenant | Jun. 30, 2015 | Jun. 30, 2016Customertenant | Dec. 31, 2015Customertenant | |
Revenue, Major Customer [Line Items] | ||||
Number of tenants | tenant | 443 | 443 | 438 | |
Revenues | ||||
Revenue, Major Customer [Line Items] | ||||
Number of tenants | 0 | |||
Revenues | Customer Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Number of tenants | 0 | 0 | ||
Revenues | Minimum | Customer Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 4.00% | 4.00% | ||
Shopko | Revenues | Customer Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 8.20% | 10.40% | ||
Shopko | Total Assets | Customer Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 6.50% | 6.90% | ||
Shopko | Real Estate Investment Portfolio | Customer Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 8.40% | 9.00% |
Supplemental Cash Flow Inform76
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Reduction of debt through sale of certain real estate properties | $ 0 | $ 7,155 |
Reduction of debt in exchange for collateral assets | 47,544 | 7,904 |
Net real estate and other collateral assets surrendered to lender | 31,833 | 7,384 |
Accrued interest capitalized to principal | 2,175 | 3,551 |
Accrued performance share dividend rights | $ 330 | $ 288 |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) - USD ($) $ in Millions | May 11, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in number of shares reserved for issuance (in shares) | 5,500,000 | |||||
Number of shares available under plan (in shares) | 6,300,000 | 6,300,000 | ||||
Performance award plan, shares released due to terminations | 53,533 | |||||
Unamortized stock-based compensation expense | $ 12.3 | $ 12.3 | ||||
General and Administrative Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1.5 | $ 3.5 | 3.8 | $ 7.3 | ||
Non-vested Shares of Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred compensation expense | $ 5.2 | |||||
Outstanding unvested shares (in shares) | 700,000 | 700,000 | ||||
Unamortized stock-based compensation expense | $ 6.4 | $ 6.4 | ||||
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) | 500,000 | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Approved initial target grant (in shares) | 269,035 | |||||
forfeitures (in shares) | 52,514 | |||||
Minimum required service period | 3 years | |||||
Stock-based compensation expense | $ 4.3 | |||||
Dividend rights accrued | $ 0.4 | $ 0.4 | $ 0.2 | |||
Potential grants in period based on total shareholder return (in shares) | 400,000 | 400,000 | ||||
Unamortized stock-based compensation expense | $ 5.9 | $ 5.9 | ||||
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 ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Basic and diluted income: | ||||
Income (loss) from continuing operations | $ 34,844 | $ (2,298) | $ 47,798 | $ 10,887 |
Gain on disposition of assets | 11,115 | 51,149 | 21,261 | 60,300 |
Less: income attributable to unvested restricted stock | (111) | (225) | (238) | (434) |
Income used in basic and diluted income per share from continuing operations | 45,848 | 48,626 | 68,821 | 70,753 |
Income from discontinued operations | 0 | 494 | 0 | 721 |
Net income attributable to common stockholders used in basic and diluted income per share | $ 45,848 | $ 49,120 | $ 68,821 | $ 71,474 |
Basic weighted average shares of common stock outstanding: | ||||
Weighted average shares of common stock outstanding (in shares) | 473,907,406 | 437,921,663 | 457,970,316 | 425,129,740 |
Less: unvested weighted average shares of restricted stock (in shares) | (746,281) | (1,302,525) | (706,790) | (1,240,502) |
Weighted average shares of common stock outstanding used in basic income per share (in shares) | 473,161,125 | 436,619,138 | 457,263,526 | 423,889,238 |
Net income per share attributable to common stockholders—basic (in USD per share) | $ 0.10 | $ 0.11 | $ 0.15 | $ 0.17 |
Dilutive weighted average shares of common stock outstanding: | ||||
Weighted average shares of common stock outstanding used in dilutive income per share (in shares) | 473,164,386 | 436,923,755 | 457,267,015 | 424,343,232 |
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.10 | $ 0.11 | $ 0.15 | $ 0.17 |
Potentially dilutive shares of common stock | ||||
Potentially dilutive shares (in shares) | 113,649 | 452,791 | 90,679 | 455,024 |
Unvested shares of restricted stock | ||||
Potentially dilutive shares of common stock | ||||
Potentially dilutive shares (in shares) | 113,649 | 452,791 | 90,679 | 455,024 |
Unvested performance shares | ||||
Dilutive weighted average shares of common stock outstanding: | ||||
Dilutive weighted average share of common stock (in shares) | 0 | 301,007 | 0 | 448,691 |
Stock options | ||||
Dilutive weighted average shares of common stock outstanding: | ||||
Dilutive weighted average share of common stock (in shares) | 3,261 | 3,610 | 3,489 | 5,303 |
Income Per Share - Narrative (D
Income Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 113,649 | 452,791 | 90,679 | 455,024 |
Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 0 |
Costs Associated With Restruc80
Costs Associated With Restructuring Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1,813 | $ 0 | $ 2,462 | $ 0 |
Restructuring and related cost, reversal of deferred rent | 200 | |||
Restructuring charges to date | 9,500 | 9,500 | ||
Expected total relocation costs | 19,500 | 19,500 | ||
Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected total relocation costs | 11,600 | 11,600 | ||
New Facility | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected total relocation costs | 4,400 | 4,400 | ||
Other Relocation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected total relocation costs | $ 3,500 | $ 3,500 |
Costs Associated With Restruc81
Costs Associated With Restructuring Activities - Liability Associated with Restructuring (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 5,926 |
Accruals | 2,666 |
Payments | (3,313) |
Ending balance | 5,279 |
Employee Separation/Relocation Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 5,754 |
Accruals | 400 |
Payments | (2,055) |
Ending balance | 4,099 |
Other Restructuring Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 172 |
Accruals | 2,266 |
Payments | (1,258) |
Ending balance | $ 1,180 |