Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 2018 | |
Document Information [Line Items] | ||
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 | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 428,476,552 | |
Spirit Realty, L.P. | ||
Document Information [Line Items] | ||
Entity Registrant Name | SPIRIT REALTY, L.P. | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate investments: | ||
Land and improvements | $ 1,629,509 | $ 1,598,355 |
Buildings and improvements | 3,100,749 | 2,989,451 |
Total real estate investments | 4,730,258 | 4,587,806 |
Less: accumulated depreciation | (589,599) | (503,568) |
Real estate investments, net | 4,140,659 | 4,084,238 |
Loans receivable, net | 52,001 | 78,466 |
Intangible lease assets, net | 302,954 | 306,252 |
Real estate assets under direct financing leases, net | 24,809 | 24,865 |
Real estate assets held for sale, net | 43,601 | 20,469 |
Net investments | 4,564,024 | 4,514,290 |
Cash and cash equivalents | 7,578 | 8,792 |
Deferred costs and other assets, net | 112,149 | 121,949 |
Investment in Master Trust 2014 | 33,558 | 0 |
Preferred equity investment in SMTA | 150,000 | 0 |
Goodwill | 225,600 | 225,600 |
Assets related to SMTA Spin-Off | 0 | 2,392,880 |
Total assets | 5,092,909 | 7,263,511 |
Liabilities: | ||
Revolving Credit Facility | 157,000 | 112,000 |
Term Loan, net | 419,920 | 0 |
Senior Unsecured Notes, net | 295,654 | 295,321 |
Mortgages and notes payable, net | 465,433 | 589,644 |
Convertible Notes, net | 726,261 | 715,881 |
Total debt, net | 2,064,268 | 1,712,846 |
Intangible lease liabilities, net | 123,613 | 130,574 |
Accounts payable, accrued expenses and other liabilities | 99,670 | 131,642 |
Liabilities related to SMTA Spin-Off | 0 | 1,968,840 |
Total liabilities | 2,287,551 | 3,943,902 |
Commitments and contingencies (see Note 6) | ||
Stockholders’ equity: | ||
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both September 30, 2018 and December 31, 2017 | 166,177 | 166,193 |
Common stock, $0.01 par value, 750,000,000 shares authorized: 428,478,845 and 448,868,269 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 4,285 | 4,489 |
Capital in excess of common stock par value | 4,989,804 | 5,193,631 |
Accumulated deficit | (2,354,908) | (2,044,704) |
Total stockholders’ equity | 2,805,358 | 3,319,609 |
Partnership units | ||
Total liabilities and stockholders’ equity/partners' capital | 5,092,909 | 7,263,511 |
Spirit Realty, L.P. | ||
Real estate investments: | ||
Land and improvements | 1,629,509 | 1,598,355 |
Buildings and improvements | 3,100,749 | 2,989,451 |
Total real estate investments | 4,730,258 | 4,587,806 |
Less: accumulated depreciation | (589,599) | (503,568) |
Real estate investments, net | 4,140,659 | 4,084,238 |
Loans receivable, net | 52,001 | 78,466 |
Intangible lease assets, net | 302,954 | 306,252 |
Real estate assets under direct financing leases, net | 24,809 | 24,865 |
Real estate assets held for sale, net | 43,601 | 20,469 |
Net investments | 4,564,024 | 4,514,290 |
Cash and cash equivalents | 7,578 | 8,792 |
Deferred costs and other assets, net | 112,149 | 121,949 |
Investment in Master Trust 2014 | 33,558 | 0 |
Preferred equity investment in SMTA | 150,000 | 0 |
Goodwill | 225,600 | 225,600 |
Assets related to SMTA Spin-Off | 0 | 2,392,880 |
Total assets | 5,092,909 | 7,263,511 |
Liabilities: | ||
Revolving Credit Facility | 157,000 | 112,000 |
Term Loan, net | 419,920 | 0 |
Senior Unsecured Notes, net | 295,654 | 295,321 |
Notes payable to Spirit Realty Capital, Inc., net | 465,433 | 589,644 |
Convertible Notes, net | 726,261 | 715,881 |
Total debt, net | 2,064,268 | 1,712,846 |
Intangible lease liabilities, net | 123,613 | 130,574 |
Accounts payable, accrued expenses and other liabilities | 99,670 | 131,642 |
Liabilities related to SMTA Spin-Off | 0 | 1,968,840 |
Total liabilities | 2,287,551 | 3,943,902 |
Commitments and contingencies (see Note 6) | ||
Partnership units | ||
General partner's capital: 3,988,218 units issued and outstanding as of both September 30, 2018 and December 31, 2017 | 23,151 | 24,426 |
Limited partners' preferred capital: 6,900,000 units issued and outstanding as of both September 30, 2018 and December 31, 2017 | 166,177 | 166,193 |
Limited partners' capital: 424,490,627 and 444,880,051 units issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 2,616,030 | 3,128,990 |
Total partners' capital | 2,805,358 | 3,319,609 |
Total liabilities and stockholders’ equity/partners' capital | $ 5,092,909 | $ 7,263,511 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Stockholders’ equity: | ||
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 6,900,000 | 6,900,000 |
Preferred stock, shares outstanding | 6,900,000 | 6,900,000 |
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 428,478,845 | 448,868,269 |
Common stock, shares outstanding | 428,478,845 | 448,868,269 |
Spirit Realty, L.P. | ||
Partnership units | ||
General partners' capital, units issued | 3,988,218 | 3,988,218 |
General partners' capital, units outstanding | 3,988,218 | 3,988,218 |
Limited partners' preferred capital, units issued | 6,900,000 | 6,900,000 |
Limited partners' preferred capital, units outstanding | 6,900,000 | 6,900,000 |
Limited partners' capital, units issued | 424,490,627 | 444,880,051 |
Limited partners' capital, units outstanding | 424,490,627 | 444,880,051 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Revenues: | |||||
Interest income on loans receivable | $ 1,121 | $ 865 | $ 2,410 | $ 2,392 | |
Earned income from direct financing leases | 465 | 483 | 1,395 | 1,613 | |
Related party fee income | 6,750 | 0 | 8,969 | 0 | |
Other income | 481 | 580 | 2,298 | 1,139 | |
Total revenues | 109,644 | 108,721 | 315,642 | 323,888 | |
Expenses: | |||||
General and administrative | 11,033 | 12,712 | 39,843 | 46,789 | |
Property costs (including reimbursable) | 5,172 | 5,180 | 15,529 | 19,193 | |
Real estate acquisition costs | 26 | 177 | 143 | 851 | |
Interest | 24,784 | 29,948 | 71,385 | 85,805 | |
Depreciation and amortization | 40,379 | 43,318 | 121,015 | 130,634 | |
Impairments | 1,279 | 22,301 | 6,254 | 60,258 | |
Total expenses | 82,673 | 113,636 | 254,169 | 343,530 | |
Income (loss) from continuing operations before other income and income tax expense | 26,971 | (4,915) | 61,473 | (19,642) | |
Other income: | |||||
Gain on debt extinguishment | 0 | 1,792 | 27,092 | 1,769 | |
Gain on disposition of assets | 436 | 10,089 | 827 | 21,986 | |
Preferred dividend income from SMTA | 3,750 | 0 | 5,000 | 0 | |
Total other income | 4,186 | 11,881 | 32,919 | 23,755 | |
Income from continuing operations before income tax expense | 31,157 | 6,966 | 94,392 | 4,113 | |
Income tax expense | (135) | (144) | (475) | (421) | |
Income from continuing operations | 31,022 | 6,822 | 93,917 | 3,692 | |
Discontinued operations: | |||||
(Loss) income from discontinued operations | (966) | (1,500) | (15,979) | 37,665 | |
Net income and total comprehensive income | 30,056 | 5,322 | 77,938 | 41,357 | |
Total comprehensive income | 30,056 | 5,322 | 77,938 | 41,357 | |
Dividends paid to preferred stockholders | (2,588) | 0 | (7,764) | 0 | |
Net income attributable to common stockholders used in basic and diluted income per share | $ 27,468 | $ 5,322 | $ 70,174 | $ 41,357 | |
Net income per share attributable to common stockholders - basic: | |||||
Continuing operations (in dollars per share) | $ 0.06 | $ 0.01 | $ 0.20 | $ 0.01 | |
Discontinued operations (in USD per share) | 0 | 0 | (0.04) | 0.08 | |
Net income per share attributable to common stockholders—basic (in dollars per share) | 0.06 | 0.01 | 0.16 | 0.09 | |
Net income per share attributable to common stockholders - diluted | |||||
Continuing operations (in dollars per share) | 0.06 | 0.01 | 0.20 | 0.01 | |
Discontinued operations (in USD per share) | 0 | 0 | (0.04) | 0.08 | |
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.06 | $ 0.01 | $ 0.16 | $ 0.09 | |
Weighted average shares of common stock outstanding: | |||||
Basic (in shares) | 426,678,579 | 456,671,617 | 433,162,760 | 472,698,692 | |
Diluted (in shares) | 427,890,152 | 456,671,617 | 433,940,701 | 472,698,692 | |
Weighted average partnership units outstanding: | |||||
Dividends declared per common share/distributions declared per partnership unit issued (in USD per share) | $ 0.125 | $ 0.18 | $ 0.4850 | $ 0.54 | |
Spirit Realty, L.P. | |||||
Revenues: | |||||
Interest income on loans receivable | $ 1,121 | $ 865 | $ 2,410 | $ 2,392 | |
Earned income from direct financing leases | 465 | 483 | 1,395 | 1,613 | |
Related party fee income | 6,750 | 0 | 8,969 | 0 | |
Other income | 481 | 580 | 2,298 | 1,139 | |
Total revenues | 109,644 | 108,721 | 315,642 | 323,888 | |
Expenses: | |||||
General and administrative | 11,033 | 12,712 | 39,843 | 46,789 | |
Property costs (including reimbursable) | 5,172 | 5,180 | 15,529 | 19,193 | |
Real estate acquisition costs | 26 | 177 | 143 | 851 | |
Interest | 24,784 | 29,948 | 71,385 | 85,805 | |
Depreciation and amortization | 40,379 | 43,318 | 121,015 | 130,634 | |
Impairments | 1,279 | 22,301 | 6,254 | 60,258 | |
Total expenses | 82,673 | 113,636 | 254,169 | 343,530 | |
Income (loss) from continuing operations before other income and income tax expense | 26,971 | (4,915) | 61,473 | (19,642) | |
Other income: | |||||
Gain on debt extinguishment | 0 | 1,792 | 27,092 | 1,769 | |
Gain on disposition of assets | 436 | 10,089 | 827 | 21,986 | |
Preferred dividend income from SMTA | 3,750 | 0 | 5,000 | 0 | |
Total other income | 4,186 | 11,881 | 32,919 | 23,755 | |
Income from continuing operations before income tax expense | 31,157 | 6,966 | 94,392 | 4,113 | |
Income tax expense | (135) | (144) | (475) | (421) | |
Income from continuing operations | 31,022 | 6,822 | 93,917 | 3,692 | |
Discontinued operations: | |||||
(Loss) income from discontinued operations | (966) | (1,500) | (15,979) | 37,665 | |
Net income and total comprehensive income | 30,056 | 5,322 | 77,938 | [1] | 41,357 |
Total comprehensive income | 30,056 | 5,322 | 77,938 | [1] | 41,357 |
Dividends paid to preferred stockholders | (2,588) | 0 | (7,764) | 0 | |
Net income attributable to common stockholders used in basic and diluted income per share | 27,468 | 5,322 | 70,174 | 41,357 | |
Continuing operations net income attributable to the general partner | 313 | 56 | 789 | 29 | |
Discontinued operations net income attributable to the general partner | (32) | (12) | (146) | 315 | |
Net income attributable to the general partner | 281 | 44 | 643 | 344 | |
Continuing operations net income attributable to the limited partners | 28,121 | 6,766 | 85,364 | 3,663 | |
Discontinued operations net income attributable to the limited partners | (934) | (1,488) | (15,833) | 37,350 | |
Net income attributable to the limited partners | $ 27,187 | $ 5,278 | $ 69,531 | $ 41,013 | |
Net income per share attributable to common stockholders - basic: | |||||
Continuing operations net income per partnership unit - basic (in USD per share) | $ 0.06 | $ 0.01 | $ 0.20 | $ 0.01 | |
Discontinued operations net income per partnership unit - basic (in USD per share) | 0 | 0 | (0.04) | 0.08 | |
Net income per partnership unit - basic (in USD per share) | 0.06 | 0.01 | 0.16 | 0.09 | |
Net income per share attributable to common stockholders - diluted | |||||
Continuing operations net income per partnership unit - diluted (in USD per share) | 0.06 | 0.01 | 0.20 | 0.01 | |
Discontinued operations net income per partnership unit - diluted (in USD per share) | 0 | 0 | (0.04) | 0.08 | |
Net income per partnership unit - diluted (in USD per share) | $ 0.06 | $ 0.01 | $ 0.16 | $ 0.09 | |
Weighted average partnership units outstanding: | |||||
Basic (in shares) | 426,678,579 | 456,671,617 | 433,162,760 | 472,698,692 | |
Diluted (in shares) | 427,890,152 | 456,671,617 | 433,940,701 | 472,698,692 | |
Dividends declared per common share/distributions declared per partnership unit issued (in USD per share) | $ 0.1250 | $ 0.1800 | $ 0.4850 | $ 0.5400 | |
Rentals | |||||
Revenues: | |||||
Revenue from leases | $ 97,311 | $ 103,523 | $ 290,549 | $ 307,822 | |
Rentals | Spirit Realty, L.P. | |||||
Revenues: | |||||
Revenue from leases | 97,311 | 103,523 | 290,549 | 307,822 | |
Tenant reimbursement income | |||||
Revenues: | |||||
Revenue from leases | 3,516 | 3,270 | 10,021 | 10,922 | |
Tenant reimbursement income | Spirit Realty, L.P. | |||||
Revenues: | |||||
Revenue from leases | $ 3,516 | $ 3,270 | $ 10,021 | $ 10,922 | |
[1] | Net income and total comprehensive income is allocated first to the preferred unitholders, with income after the preferred distributions allocated to the common units on a pro rata basis. |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Capital in Excess of Par Value | Accumulated Deficit |
Preferred shares outstanding, beginning balance at Dec. 31, 2017 | 6,900,000 | 6,900,000 | |||
Beginning balance, value at Dec. 31, 2017 | $ 3,319,609 | $ 166,193 | $ 4,489 | $ 5,193,631 | $ (2,044,704) |
Common shares outstanding, beginning balance at Dec. 31, 2017 | 448,868,269 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 77,938 | 77,938 | |||
Dividends declared on preferred stock | (7,764) | (7,764) | |||
Net income available to common stockholders | 70,174 | 70,174 | |||
Dividends declared on common stock | $ (209,270) | (209,270) | |||
Tax withholdings related to net stock settlements (in shares) | (300,000) | (285,378) | |||
Tax withholdings related to net stock settlements | $ (2,347) | $ (3) | (2,344) | ||
Repurchase of common shares (in shares) | (21,222,257) | ||||
Repurchase of common shares | (168,165) | $ (212) | (167,953) | ||
SMTA dividend distribution | (216,005) | (216,005) | |||
Issuance of preferred shares, net | (16) | $ (16) | |||
Stock-based compensation, net (in shares) | 1,118,211 | ||||
Stock-based compensation, net | $ 11,378 | $ 11 | 12,178 | (811) | |
Preferred shares outstanding, ending balance at Sep. 30, 2018 | 6,900,000 | 6,900,000 | |||
Ending balance, value at Sep. 30, 2018 | $ 2,805,358 | $ 166,177 | $ 4,285 | $ 4,989,804 | $ (2,354,908) |
Common shares outstanding, ending balance at Sep. 30, 2018 | 428,478,845 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | Spirit Realty, L.P. | Spirit Realty, L.P.General Partner's Capital | [1] | Spirit Realty, L.P.Limited Partners' Capital | Limited Partner Series A Preferred UnitsSpirit Realty, L.P. | Limited Partner Series A Preferred UnitsSpirit Realty, L.P.Limited Partners' Capital | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance, value | $ 3,319,609 | $ 24,426 | $ 3,128,990 | [2] | $ 166,193 | [2] | |||||
Partners' preferred units, beginning balance at Dec. 31, 2017 | [2] | 6,900,000 | |||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance, value | 2,805,358 | $ 23,151 | $ 2,616,030 | [2] | $ 166,177 | [2] | |||||
Partners' common units, beginning balance at Dec. 31, 2017 | 3,988,218 | 444,880,051 | [2] | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Net income | $ 77,938 | 77,938 | [3] | $ 643 | [3] | $ 69,531 | [2],[3] | 7,764 | [2],[3] | ||
Total comprehensive income | 77,938 | 77,938 | [3] | 643 | [3] | 69,531 | [2],[3] | 7,764 | [2],[3] | ||
Partnership distributions declared on preferred/common units | (209,270) | (1,918) | (207,352) | [2] | $ (7,764) | (7,764) | [2] | ||||
Net income after preferred distributions | $ 70,174 | 70,174 | 643 | $ 69,531 | [2] | ||||||
Tax withholdings related to net partnership unit settlements (in shares) | (300,000) | (285,378) | [2] | ||||||||
Tax withholdings related to net partnership unit settlements | $ (2,347) | (2,347) | $ (2,347) | [2] | |||||||
Repurchase of partnership units (in shares) | [2] | (21,222,257) | |||||||||
Repurchase of partnership units | (168,165) | $ (168,165) | [2] | ||||||||
SMTA dividend distribution | (216,005) | $ (216,005) | |||||||||
Issuance of preferred partnership units | (16) | $ (16) | [2] | ||||||||
Stock-based compensation, net (in shares) | [2] | 1,118,211 | |||||||||
Stock-based compensation, net | 11,378 | $ 11,378 | [2] | ||||||||
Partners' preferred units, ending balance at Sep. 30, 2018 | [2] | 6,900,000 | |||||||||
Ending balance, value at Sep. 30, 2018 | 2,805,358 | $ 23,151 | $ 2,616,030 | [2] | $ 166,177 | [2] | |||||
Partners' common units, ending balance at Sep. 30, 2018 | 3,988,218 | 424,490,627 | [2] | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Beginning balance, value | $ 2,805,358 | $ 23,151 | $ 2,616,030 | [2] | $ 166,177 | [2] | |||||
[1] | Consists of general partnership interests held by OP Holdings. | ||||||||||
[2] | Consists of limited partnership interests held by the Corporation and Spirit Notes Partner, LLC. | ||||||||||
[3] | Net income and total comprehensive income is allocated first to the preferred unitholders, with income after the preferred distributions allocated to the common units on a pro rata basis. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Operating activities | |||
Net income | $ 77,938 | $ 41,357 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 156,476 | 192,887 | |
Impairments | 17,197 | 88,109 | |
Amortization of deferred financing costs | 7,442 | 7,274 | |
Amortization of debt discounts | 10,888 | 9,663 | |
Stock-based compensation expense | 12,189 | 13,778 | |
Gain on debt extinguishment | (26,729) | (1,770) | |
Gain on dispositions of real estate and other assets | (553) | (40,197) | |
Non-cash revenue | (14,239) | (20,642) | |
Bad debt expense and other | 1,596 | 4,902 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | (5,681) | (1,684) | |
Accounts payable, accrued expenses and other liabilities | (2,712) | 5,726 | |
Net cash provided by operating activities | 233,812 | 299,403 | |
Investing activities | |||
Acquisitions of real estate | (242,491) | (278,470) | |
Capitalized real estate expenditures | (26,769) | (34,939) | |
Investments in notes receivable | (35,450) | (4,995) | |
Collections of principal on loans receivable and real estate assets under direct financing leases | 25,858 | 7,817 | |
Proceeds from dispositions of real estate and other assets, net | 41,461 | 342,032 | |
Net cash (used in) provided by investing activities | (237,391) | 31,445 | |
Financing activities | |||
Borrowings under Revolving Credit Facility | 737,800 | 781,200 | |
Repayments under Revolving Credit Facility | (692,800) | (481,200) | |
Borrowings under mortgages and notes payable | 104,247 | 0 | |
Repayments under mortgages and notes payable | (167,671) | (76,403) | |
Borrowings under Term Loan | 420,000 | 0 | |
Debt extinguishment costs | (2,968) | 0 | |
Deferred financing costs | (1,417) | (192) | |
Cash, cash equivalents and restricted cash held by SMTA at Spin-Off | (73,081) | 0 | |
Sale of SubREIT preferred shares | 5,000 | 0 | |
Repurchase of shares of common stock | (170,512) | (225,748) | |
Preferred stock dividends paid | (7,764) | 0 | |
Common stock dividends paid | (236,663) | (257,112) | |
Net cash used in financing activities | (85,829) | (259,455) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (89,408) | 71,393 | |
Cash, cash equivalents and restricted cash, beginning of period | 114,707 | 36,898 | |
Cash, cash equivalents and restricted cash, end of period | 25,299 | 108,291 | |
Spirit Realty, L.P. | |||
Operating activities | |||
Net income | 77,938 | [1] | 41,357 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 156,476 | 192,887 | |
Impairments | 17,197 | 88,109 | |
Amortization of deferred financing costs | 7,442 | 7,274 | |
Amortization of debt discounts | 10,888 | 9,663 | |
Stock-based compensation expense | 12,189 | 13,778 | |
Gain on debt extinguishment | (26,729) | (1,770) | |
Gain on dispositions of real estate and other assets | (553) | (40,197) | |
Non-cash revenue | (14,239) | (20,642) | |
Bad debt expense and other | 1,596 | 4,902 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | (5,681) | (1,684) | |
Accounts payable, accrued expenses and other liabilities | (2,712) | 5,726 | |
Net cash provided by operating activities | 233,812 | 299,403 | |
Investing activities | |||
Acquisitions of real estate | (242,491) | (278,470) | |
Capitalized real estate expenditures | (26,769) | (34,939) | |
Investments in notes receivable | (35,450) | (4,995) | |
Collections of principal on loans receivable and real estate assets under direct financing leases | 25,858 | 7,817 | |
Proceeds from dispositions of real estate and other assets, net | 41,461 | 342,032 | |
Net cash (used in) provided by investing activities | (237,391) | 31,445 | |
Financing activities | |||
Borrowings under Revolving Credit Facility | 737,800 | 781,200 | |
Repayments under Revolving Credit Facility | (692,800) | (481,200) | |
Borrowings under mortgages and notes payable | 104,247 | 0 | |
Repayments under mortgages and notes payable | (167,671) | (76,403) | |
Borrowings under Term Loan | 420,000 | 0 | |
Debt extinguishment costs | (2,968) | 0 | |
Deferred financing costs | (1,417) | (192) | |
Cash, cash equivalents and restricted cash held by SMTA at Spin-Off | (73,081) | 0 | |
Sale of SubREIT preferred shares | 5,000 | 0 | |
Repurchase of partnership units | (170,512) | (225,748) | |
Preferred stock dividends paid | (7,764) | 0 | |
Common stock dividends paid | (236,663) | (257,112) | |
Net cash used in financing activities | (85,829) | (259,455) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (89,408) | 71,393 | |
Cash, cash equivalents and restricted cash, beginning of period | 114,707 | 36,898 | |
Cash, cash equivalents and restricted cash, end of period | $ 25,299 | $ 108,291 | |
[1] | Net income and total comprehensive income is allocated first to the preferred unitholders, with income after the preferred distributions allocated to the common units on a pro rata basis. |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization | Organization Company Organization and Operations Spirit Realty Capital, Inc. (the "Corporation" or "Spirit" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by primarily investing 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 retail, office, industrial and data center 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 began operations through a predecessor legal entity in 2003. The Company’s operations are generally carried out through Spirit Realty, L.P. (the " Operating Partnership ") and its subsidiaries. Spirit General OP Holdings, LLC (" OP Holdings "), one of the Company's wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership . The Corporation and a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are the only limited partners and together own the remaining 99% of the Operating Partnership . On May 31, 2018, (the "Distribution Date"), Spirit completed the previously announced spin-off (the " Spin-Off ") of the assets that collateralize Master Trust 2014 , properties leased to Shopko , and certain other assets into an independent, publicly traded REIT, Spirit MTA REIT (" SMTA "). Beginning in the second quarter of 2018, the historical financial results of SMTA are reflected in our consolidated financial statements as discontinued operations for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting and Principles of Consolidation The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth therein. The results for interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP , have been condensed or omitted from these statements pursuant to SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the year ended December 31, 2017 and its Current Report on Form 8-K dated September 20, 2018. The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership 's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity. The Company has formed multiple special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). 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 to do so under their governing documents. As of September 30, 2018 and December 31, 2017 , net assets totaling $0.90 billion and $2.78 billion , respectively, were held, and net liabilities totaling $0.48 billion and $2.63 billion , respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets. Discontinued Operations A discontinued operation represents: (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company. The Company determined that the Spin-Off represented a strategic shift that has a major effect on the Company's results and, therefore, SMTA 's operations qualify as discontinued operations. See Note 8 for further discussion on discontinued operations. 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 reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area in which the tenant operates. If the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company's reserves for uncollectible amounts totaled $4.2 million and $12.4 million as of September 30, 2018 and December 31, 2017 , respectively, against accounts receivable balances of $14.7 million and $27.2 million , respectively. Receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted. For rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized based on an assessment of the risks inherent in the portfolio, considering historical experience. The Company established a reserve for losses of $0.5 million and $1.8 million as of September 30, 2018 and December 31, 2017 , respectively, against straight-line rental revenue receivables of $66.4 million and $81.6 million , respectively. These receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. Goodwill Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. No impairment was recorded for the periods presented. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term investments. Restricted cash is classified within deferred costs and other assets, net in the accompanying consolidated balance sheets. Cash, cash equivalents and restricted cash consisted of the following (in thousands): September 30, December 31, September 30, Cash and cash equivalents $ 7,578 $ 8,798 $ 11,947 Restricted cash: Collateral deposits (1) 423 1,751 1,229 Tenant improvements, repairs, and leasing commissions (2) 8,898 8,257 7,988 Master Trust Release (3) 7,410 85,703 79,353 Liquidity reserve (4) — 5,503 — Other (5) 990 4,695 7,774 Total cash, cash equivalents and restricted cash $ 25,299 $ 114,707 $ 108,291 (1) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets pledged as collateral under either Master Trust 2013 or Master Trust 2014 , which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. (4) Liquidity reserve cash was placed on deposit for Master Trust 2014 and is held until there is a cashflow shortfall or upon achieving certain performance criteria, as defined in the agreements governing Master Trust 2014 , or a liquidation of Master Trust 2014 occurs. (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. Taxable income from non-REIT activities managed through any of the Company's taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material. The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership. Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income. On May 31, 2018, the Company completed the Spin-Off of Spirit MTA REIT through a distribution of shares in SMTA to the Company’s shareholders. The distribution resulted in a deemed sale of assets and recognition of taxable gain by the Company, which is entitled to a dividends paid deduction equal to the value of the shares in SMTA that it distributed. The Company believes that its dividends paid deduction for 2018, including the value of the SMTA shares distributed, will equal or exceed its taxable income, including the gain recognized. As a result, the Company does not expect the distribution to result in current tax other than an immaterial amount of state and local tax which has been recognized in the accompanying financial statements. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers and 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 adopted the new revenue recognition standard effective January 1, 2018 under the modified retrospective method, and elected to apply the standard only to contracts that were not completed as of the date of adoption (i.e. January 1, 2018). In evaluating the impact of this new standard, the Company identified that lease contracts covered by Leases (Topic 840) are excluded from the scope of this new guidance. As such, this ASU had no material impact on the Company's reported revenues, results of operations, financial position, cash flows and disclosures. 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. Leases pursuant to which the Company is the lessee primarily consist of its corporate office, ground leases and equipment leases. The amendments in this ASU are effective for the 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 has elected to use all of the practical expedients available for adoption of this ASU except for the hindsight expedient, which would require the re-evaluation of the lease term on all leases using current facts and circumstances. The Company has begun implementation of the ASU and is currently evaluating the overall 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 requires 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. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which addresses specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 effective January 1, 2018 and has applied it retrospectively. As a result of adoption, debt prepayment and debt extinguishment costs, previously presented in operating activities, are now presented in financing activities in the consolidated statement of cash flows. There was no impact on the statements of cash flows for the Company for other types of transactions. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . This guidance requires entities to include restricted cash and restricted cash equivalents within the cash and cash equivalents balances presented in the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The Company adopted ASU 2016-18 effective January 1, 2018 and applied it retrospectively. As a result, restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Investments Real Estate Investments As of September 30, 2018 , the Company's gross investment in real estate properties and loans totaled approximately $5.1 billion , representing investments in 1,523 properties, including 53 properties securing mortgage loans. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and the carrying amount of loans receivable, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with Texas, at 11.9% , as the only state with a Real Estate Investment Value greater than 10% of the Real Estate Investment Value of the Company's entire portfolio. During the nine months ended September 30, 2018 , the Company had the following real estate and loan activity, net of accumulated depreciation and amortization: Number of Properties Dollar Amount of Investments Owned Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2017 2,392 88 2,480 $ 7,823,058 $ 79,967 $ 7,903,025 Acquisitions/improvements (1) 18 2 20 269,260 37,888 307,148 Dispositions of real estate (2)(3)(4) (41 ) (5 ) (46 ) (83,338 ) — (83,338 ) Principal payments and payoffs — (30 ) (30 ) — (26,316 ) (26,316 ) Impairments — — — (17,197 ) — (17,197 ) Write-off of gross lease intangibles — — — (50,505 ) — (50,505 ) Loan premium amortization and other — — — (886 ) (1,650 ) (2,536 ) Spin-off to SMTA (899 ) (2 ) (901 ) (2,855,052 ) (37,888 ) (2,892,940 ) Gross balance, September 30, 2018 1,470 53 1,523 5,085,340 52,001 5,137,341 Accumulated depreciation and amortization (696,930 ) — (696,930 ) Net balance, September 30, 2018 $ 4,388,410 $ 52,001 $ 4,440,411 (1) Includes investments of $23.1 million in revenue producing capitalized expenditures, as well as $4.3 million of non-revenue producing capitalized expenditures as of September 30, 2018 . (2) The total accumulated depreciation and amortization associated with dispositions of real estate was $14.4 million as of September 30, 2018 . (3) For the nine months ended September 30, 2018 , the total (loss) gain on disposal of assets for properties held in use and held for sale was $(2.6) million and $3.2 million , respectively. (4) Includes six deed-in-lieu properties with a real estate investment of $28.5 million that were transferred to the lender during the nine months ended September 30, 2018 . Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases (including contractual fixed rent increases occurring on or after October 1 , 2018 ) at September 30, 2018 (in thousands): September 30, Remainder of 2018 $ 95,355 2019 379,441 2020 373,089 2021 353,153 2022 330,083 Thereafter 2,473,691 Total future minimum rentals $ 4,004,812 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 rent based on a percentage of the lessees' gross sales or lease escalations based on future changes in the CPI or other stipulated reference rate. Loans Receivable The following table details loans receivable, net of premiums, discounts and allowance for loan losses (in thousands): September 30, December 31, Mortgage loans - principal $ 43,900 $ 69,963 Mortgage loans - premiums, net of amortization 2,954 5,038 Allowance for loan losses — (389 ) Mortgages loans, net 46,854 74,612 Other notes receivable - principal 5,388 5,355 Other notes receivable - discounts, net of amortization (241 ) — Allowance for loan losses — — Other notes receivable, net 5,147 5,355 Total loans receivable, net $ 52,001 $ 79,967 The mortgage loans are secured by single-tenant commercial properties and generally have fixed interest rates over the term of the loans. There are three other notes receivable included within loans receivable, as of September 30, 2018 , of which two notes totaling $3.4 million are secured by tenant assets and stock and the remaining note, with a balance of $1.7 million , is unsecured. As of December 31, 2017 , there were three other notes receivable included within loans receivable, of which one $3.5 million note was secured by tenant assets and stock and the other two were unsecured. Lease Intangibles, Net The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): September 30, December 31, In-place leases $ 385,936 $ 591,551 Above-market leases 62,822 89,640 Less: accumulated amortization (145,804 ) (271,288 ) Intangible lease assets, net $ 302,954 $ 409,903 Below-market leases $ 168,485 $ 216,642 Less: accumulated amortization (44,872 ) (61,339 ) Intangible lease liabilities, net $ 123,613 $ 155,303 The amounts amortized as a net increase to rental revenue for capitalized above and below-market leases were $1.3 million and $1.5 million for the three months ended September 30, 2018 and 2017 , respectively, and $4.2 million and $4.9 million for the nine months ended September 30, 2018 and 2017 , respectively. The value of in place leases amortized and included in depreciation and amortization expense was $7.0 million and $10.8 million for the three months ended September 30, 2018 and 2017 , respectively, and $25.7 million and $33.0 million for the nine months ended September 30, 2018 and 2017 , respectively. Real Estate Assets Under Direct Financing Leases The components of real estate investments held under direct financing leases were as follows (in thousands): September 30, December 31, Minimum lease payments receivable $ 5,874 $ 7,325 Estimated residual value of leased assets 24,552 24,552 Unearned income (5,617 ) (7,012 ) Real estate assets under direct financing leases, net $ 24,809 $ 24,865 Real Estate Assets Held for Sale The following table shows the activity in real estate assets held for sale for the nine months ended September 30, 2018 (dollars in thousands): Number of Properties Carrying Value Balance, December 31, 2017 15 $ 48,929 Transfers from real estate investments held and used 9 39,487 Sales (6 ) (10,257 ) Transfers to real estate investments held in use (7 ) (25,715 ) Transfers to SMTA (5 ) (7,853 ) Impairments — (990 ) Balance, September 30, 2018 6 $ 43,601 Impairments The following table summarizes total impairment losses recognized on the accompanying consolidated statements of operations and comprehensive income (in thousands): Three Months Ended September 30, Nine Months Ended 2018 2017 2018 2017 Real estate and intangible asset impairment $ 1,113 $ 32,676 $ 16,737 $ 82,553 Write-off of lease intangibles, net 166 5,061 477 5,556 Recovery of loans receivable, previously impaired — — (17 ) — Total impairment loss $ 1,279 $ 37,737 $ 17,197 $ 88,109 Impairments for the three months ended September 30, 2018 and 2017 , were comprised of $0.7 million and $32.9 million on properties classified as held and used, respectively, and $0.6 million and $4.8 million on properties classified as held for sale for the three months ended September 30, 2018 and 2017 . Impairments for the nine months ended September 30, 2018 and 2017 , were comprised of $16.2 million and $65.5 million on properties classified as held and used, respectively, and $1.0 million and $22.6 million on properties classified as held for sale, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The debt of the Company and the Operating Partnership are the same, except for the presentation of the Convertible Notes which were issued by the Company. Subsequently, an intercompany note between the Company and the Operating Partnership was executed with terms identical to those of the Convertible Notes . Therefore, in the consolidated balance sheet of the Operating Partnership , the amounts related to the Convertible Notes are reflected as notes payable to Spirit Realty Capital, Inc., net. The Company's debt is summarized below: Weighted Average Effective (1) Weighted Average Stated Rates (2) Weighted Average Maturity (3) September 30, December 31, (in Years) (In Thousands) Revolving Credit Facility 5.42 % 3.37 % 0.5 $ 157,000 $ 112,000 Term Loan 3.78 % 3.57 % 0.1 420,000 — Master Trust Notes 5.89 % 5.27 % 5.2 169,012 2,248,504 CMBS 5.90 % 5.51 % 4.7 275,460 332,647 Related Party Notes Payable 1.00 % 1.00 % 9.5 28,630 — Convertible Notes 5.31 % 3.28 % 1.5 747,500 747,500 Senior Unsecured Notes 4.60 % 4.45 % 8.0 300,000 300,000 Total debt 5.04 % 3.93 % 2.9 2,097,602 3,740,651 Debt discount, net (17,406 ) (61,399 ) Deferred financing costs, net (4) (15,928 ) (39,572 ) Total debt, net $ 2,064,268 $ 3,639,680 (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees, and non-utilization fees, where applicable, calculated for the three months ended September 30, 2018 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 September 30, 2018 . (3) Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2018 . (4) The Company records deferred financing costs for its Revolving Credit Facility in deferred costs and other assets, net on its consolidated balance sheets . Revolving Credit Facility The Company has access to an unsecured credit facility, the Revolving Credit Facility , which 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 up to $1.0 billion , subject to satisfying certain requirements and obtaining additional lender commitments. The Operating Partnership may voluntarily prepay the Revolving Credit Facility , in whole or in part, at any time without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Borrowings bear interest at 1-Month LIBOR plus 0.875% to 1.55% per annum and require 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. As of September 30, 2018 , the Revolving Credit Facility bore interest at 1-Month LIBOR plus 1.25% and incurred a facility fee of 0.25% per annum. In connection with placement and use of the Revolving Credit Facility , the Company has incurred costs of $4.8 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Revolving Credit Facility . The unamortized deferred financing costs relating to the Revolving Credit Facility were $0.7 million and $1.6 million as of September 30, 2018 and December 31, 2017 , respectively, and recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of September 30, 2018 , $157.0 million was outstanding and $643.0 million of borrowing capacity was available under the Revolving Credit Facility . The Operating Partnership 's ability to borrow under the Revolving Credit Facility is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of September 30, 2018 , the Company and the Operating Partnership were in compliance with these financial covenants. Term Loan On November 3, 2015, the Company entered into a Term Loan Agreement with 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 from $420.0 million up to $600.0 million , subject to obtaining additional lender commitments. Borrowings may be repaid without premium or penalty, and may be re-borrowed within 30 days up to the then available loan commitment and subject to occurrence limitations within any twelve -month period. The Company elected to exercise its option to extend the Term Loan, see Note 13 for further discussion. The Term Loan Agreement provides that outstanding borrowings bear interest at 1-Month LIBOR plus 0.90% to 1.75% per annum, depending on the Company’s credit ratings. As of September 30, 2018 , the Term Loan bore interest at 1-Month LIBOR plus 1.35% . As a result of entering into the Term Loan , the Company incurred origination costs of $2.4 million . These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan . As of September 30, 2018 and December 31, 2017 , the unamortized deferred financing costs relating to the Term Loan were $0.1 million and $0.7 million , respectively, and were recorded net against the principal balance of mortgages and notes payable as of September 30, 2018 and December 31, 2017 , on the accompanying consolidated balance sheets. As of September 30, 2018 , the Term Loan had a $420.0 million outstanding balance and no available borrowing capacity. 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 September 30, 2018 , the Corporation and the Operating Partnership were in compliance with these financial covenants. Senior Unsecured Notes On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount of senior notes, which are guaranteed by the Company. The Senior Unsecured Notes were issued at 99.378% of their principal face amount, resulting in net proceeds of $296.2 million , after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.45% per annum, payable on March 15 and September 15 of each year, and mature on September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective on April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes . The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership ’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes ), the redemption price will not include a make-whole premium. In connection with the offering, the Operating Partnership incurred $3.4 million in deferred financing costs and an offering discount of $1.9 million . These amounts are being amortized to interest expense over the life of the Senior Unsecured Notes . As of September 30, 2018 and December 31, 2017 , the unamortized deferred financing costs relating to the Senior Unsecured Notes were $2.8 million and $3.0 million , respectively, and the unamortized discount was $1.5 million and $1.7 million , respectively, with both the deferred financing costs and offering discount recorded net against the Senior Unsecured Notes principal balance on the accompanying consolidated balance sheets. In connection with the issuance of the Senior Unsecured Notes , the Company and Operating Partnership are subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of September 30, 2018 , the Company and the Operating Partnership were in compliance with these financial covenants. Master Trust Notes Master Trust 2013 and Master Trust 2014 are asset-backed securitization platforms through which the Company has raised capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. On January 23, 2018, the Company re-priced a private offering of the Master Trust 2014 Series 2017-1 notes with $674.2 million aggregate principal amount. As a result, the interest rate on the Class B Notes was reduced from 6.35% to 5.49% , while the other terms of the Class B Notes remained unchanged. The terms of the Class A Notes were unaffected by the repricing. In connection with the re-pricing, the Company received $8.2 million in additional proceeds, that reduced the discount on the underlying debt. On February 2, 2018, the Operating Partnership sold its holding of Master Trust 2014 Series 2014-2 notes with a principal balance of $11.6 million to a third-party. This transaction resulted in an increase in the Company's mortgages and notes payable, net balance as shown in the balance sheet. On May 21, 2018, the Company retired $123.1 million of Master Trust 2013 Series 2013-1 Class A notes. There was no make-whole payment associated with the redemption of these notes. During the nine months ended September 30, 2018 there were $15.2 million in prepayments on Master Trust 2013 Series 2013-2 Class A notes with $934 thousand in associated make-whole payments. On May 31, 2018, in conjunction with the Spin-Off , the Company contributed Master Trust 2014 , which is included in liabilities related to SMTA Spin-Off in our December 31, 2017 consolidated balance sheet. The Master Trust Notes are summarized below: Stated Rate Maturity September 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A2 $ — $ 252,437 Series 2014-2 — 222,683 Series 2014-3 — 311,336 Series 2014-4 Class A1 — 150,000 Series 2014-4 Class A2 — 358,664 Series 2017-1 Class A — 515,280 Series 2017-1 Class B — 125,400 Total Master Trust 2014 notes — 1,935,800 Series 2013-1 Class A — 125,000 Series 2013-2 Class A 5.3 % 5.2 169,012 187,704 Total Master Trust 2013 notes 5.3 % 5.2 169,012 312,704 Debt discount, net — (36,188 ) Deferred financing costs, net (4,389 ) (24,010 ) Total Master Trust Notes, net $ 164,623 $ 2,188,306 As of September 30, 2018 , the Master Trust 2013 notes were secured by 269 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Company which is a bankruptcy-remote, special purpose entity. CMBS As of September 30, 2018 , indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under six 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 September 30, 2018 , excluding the defaulted loan, ranged from 4.67% to 6.00% with a weighted average stated interest rate of 5.35% . As of September 30, 2018 , the non-defaulted loans were secured by 100 properties. As of September 30, 2018 and December 31, 2017 , the unamortized deferred financing costs associated with these fixed-rate loans were $3.4 million and $3.9 million , respectively, and the unamortized net offering discount was $0.1 million as of both periods. Both the deferred financing costs and offering discount were recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets and are being amortized to interest expense over the term of the respective loans. As of September 30, 2018 , a certain borrower remained in default under the loan agreement relating to one CMBS fixed-rate loan, where one property securing the respective loan was no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on this loan was 9.85% . The defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligation. As of September 30, 2018 , the aggregate principal balance under the defaulted loan was $9.9 million , which includes $3.1 million of interest capitalized to the principal balance. Related Party Mortgage Loans Payable Wholly-owned subsidiaries of Spirit are the borrower on four mortgage loans payable held by SMTA and secured by six single-tenant commercial properties. In total, these mortgage notes had outstanding principal of $28.6 million at September 30, 2018 , which is included in mortgages and notes payable, net on the consolidated balance sheets. As of September 30, 2018 , these mortgage notes have a weighted average stated interest rate of 1.00% , a weighted average term of 9.5 years and are eligible for early repayment without penalty. Convertible Notes In May 2014, the Company 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 . Proceeds from the issuance were contributed to the Operating Partnership and are recorded as a note payable to Spirit Realty Capital, Inc. on the consolidated balance sheets of the Operating Partnership. The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Company'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 a current threshold of $0.14605 per share. As of September 30, 2018 , the conversion rate was 86.9923 per $1,000 principal note, which reflects the adjustment from the SMTA dividend distribution related to the Spin-Off , in addition to the other regular dividends declared during the life of the Convertible Notes . Earlier conversion may be triggered if shares of the Company's common stock trade higher than the established thresholds, if the Convertible Notes trade below established thresholds, or certain corporate events occur. In connection with the issuance of the Convertible Notes , the Company recorded a discount of $56.7 million , which represents the estimated value of the embedded conversion feature for each of the Convertible Notes . The discount is being amortized to interest expense using the effective interest method over the term of each of the 2019 Notes and 2021 Notes . As of September 30, 2018 and December 31, 2017 , the unamortized discount was $16.0 million and $23.7 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 September 30, 2018 and December 31, 2017 , the unamortized deferred financing costs relating to the Convertible Notes were $5.3 million and $8.0 million , respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets. Debt Extinguishment During the nine months ended September 30, 2018 , the Company extinguished a total of $179.3 million aggregate principal amount of indebtedness, including the retirement of $123.1 million of Master Trust 2013 Series 2013-1 Class A notes and $56.2 million of CMBS debt. The extinguishments had a weighted average contractual interest rate of 5.69% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $26.7 million . During the nine months ended September 30, 2017 , the Company extinguished a total of $101.0 million aggregate principal amount of mortgage indebtedness with a weighted average contractual interest rate of 5.84% . As a result of these transactions, the Company recognized a net gain on debt extinguishment of approximately $1.8 million . Debt Maturities As of September 30, 2018 , scheduled debt maturities of the Company’s Revolving Credit Facility , Term Loan , Senior Unsecured Notes , Master Trust 2013 , CMBS, Convertible Notes and Related Party Notes Payable, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2018 (1) $ 2,848 $ 429,869 $ 432,717 2019 (2) 11,672 559,500 571,172 2020 12,163 — 12,163 2021 12,737 345,000 357,737 2022 13,315 42,400 55,715 Thereafter 28,504 639,594 668,098 Total $ 81,239 $ 2,016,363 $ 2,097,602 (1) The balloon payment balance in 2018 includes $9.9 million , of which $3.1 million is capitalized interest, for the acceleration of principal payable following an event of default under one non-recourse CMBS loan with a stated maturity in 2018 and the original maturity of the $420.0 million Term Loan. See Note 13 Subsequent Events for details relating to the extension of the Term Loan. (2) 2019 includes the Revolving Credit Facility , which is extendible for one year at the borrower's option. 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 Nine Months Ended 2018 2017 2018 2017 Interest expense – Revolving Credit Facility (1) $ 1,933 $ 3,075 $ 6,134 $ 5,632 Interest expense – Term Loan 2,677 2,768 2,677 7,525 Interest expense – Senior Unsecured Notes 3,338 3,337 10,013 10,013 Interest expense – mortgages and notes payable 6,183 27,563 62,370 83,640 Interest expense – Convertible Notes (2) 6,127 6,127 18,382 18,382 Non-cash interest expense: Amortization of deferred financing costs 1,890 2,451 7,442 7,274 Amortization of debt discount, net 2,636 3,359 10,888 9,663 Total interest expense $ 24,784 $ 48,680 $ 117,906 $ 142,129 (1) Includes facility fees of approximately $0.5 million for both of the three month periods ended September 30, 2018 and 2017 , and $1.6 million for both of the nine month periods ended September 30, 2018 and 2017 . (2) Included in interest expense on the Operating Partnership 's consolidated statements of operations and comprehensive income are amounts paid to the Company by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |
Stockholders' Equity and Partne
Stockholders' Equity and Partners' Capital | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity and Partners' Capital | Stockholders’ Equity and Partners' Capital Common Stock During the nine months ended September 30, 2018 , 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 0.3 million shares of common stock valued at $2.3 million , solely to pay the associated statutory tax withholdings during the nine months ended September 30, 2018 . The surrendered shares are included in repurchase of shares of common stock on the consolidated statements of cash flows. Preferred Stock As of September 30, 2018 , the Company had 6.9 million shares of 6.00% Series A Preferred Stock outstanding. The Series A Preferred Stock pays cumulative cash dividends at the rate of 6.00% per annum on the liquidation preference of $25.00 per share (equivalent to $0.375 per share on a quarterly basis and $1.50 per share on an annual basis). During the nine months ended September 30, 2018 , the Company paid $7.8 million in Series A Preferred Stock dividends. ATM Program In November 2016, the Company's Board of Directors approved a new ATM Program and the Company terminated its existing program. As of September 30, 2018 , no shares of the Company's common stock had been sold under the new ATM Program and $500.0 million in gross proceeds capacity remained available. Stock Repurchase Programs In May 2018, the Company's Board of Directors approved a new stock repurchase program, which authorizes the Company to repurchase up to $250.0 million of its common stock. These purchases can be made in the open market or through private transactions from time to time over the 18 -month time period following authorization, depending on prevailing market conditions and applicable legal and regulatory requirements. Purchase activity will be dependent on various factors, including the Company's capital position, operating results, funds generated by asset sales, dividends that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. 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. As of September 30, 2018 , no shares of the Company's common stock had been repurchased under the new program and the full $250.0 million in gross repurchase capacity remained available. In August 2017, the Company's Board of Directors approved a stock repurchase program, which authorized the Company to repurchase up to $250.0 million of its common stock during the 18 -month time period following authorization. During the nine months ended September 30, 2018 , prior to the SMTA Spin-Off , 21.2 million shares of the Company's common stock were repurchased in open market transactions under this stock repurchase program at a weighted average price of $7.90 per share, and no additional capacity remains under this stock repurchase program. Fees associated with the repurchase of $0.5 million are included in accumulated deficit. Dividends Declared For the nine months ended September 30, 2018 , the Company's Board of Directors declared the following preferred and common stock dividends: Declaration Date Dividend Per Share Record Date Total Amount (in thousands) Payment Date Preferred Stock March 5, 2018 $ 0.375 March 15, 2018 $ 2,588 March 30, 2018 May 29, 2018 $ 0.375 June 15, 2018 $ 2,588 June 29, 2018 August 27, 2018 $ 0.375 September 14, 2018 $ 2,588 September 28, 2018 Common Stock March 5, 2018 $ 0.180 March 30, 2018 $ 78,581 April 13, 2018 May 29, 2018 $ 0.180 June 29, 2018 $ 77,143 July 13, 2018 August 27, 2018 $ 0.125 September 28, 2018 $ 53,560 October 15, 2018 The Common Stock dividend declared on August 27, 2018 was paid on October 15, 2018 and is included in accounts payable, accrued expenses and other liabilities as of September 30, 2018 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
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. In 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC ("Haggen"), filed petitions for bankruptcy. At the time of the filing, Haggen leased 20 properties from a subsidiary of the Company under a master lease. The Company and Haggen restructured the master lease in an initial settlement agreement with approved claims of $21.0 million . In 2016, the Company entered into a second settlement agreement with both Haggen and Albertsons, LLC for $3.4 million and $3.0 million , respectively. To date, the Company has collected $5.5 million of the total claims and there is no guaranty that the remaining claims of $21.9 million will be paid or otherwise satisfied in full. As of September 30, 2018 , there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. As of September 30, 2018 , the Company had commitments totaling $64.7 million , of which $27.4 million relates to future acquisitions, with the majority of the remainder to fund revenue generating improvements on properties the Company currently owns. Commitments related to acquisitions contain standard cancellation clauses contingent on the results of due diligence. The Company expects to fund these commitments by the end of fiscal year 2019. In addition, the Company is contingently liable for $5.7 million of debt owed by one of its former tenants and is indemnified by that former 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. As of September 30, 2018 , no accruals have been made. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 as of September 30, 2018 and December 31, 2017 (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 September 30, 2018 Long-lived assets held and used $ 13,516 $ — $ — $ 13,516 Long-lived assets held for sale $ 7,695 $ — $ — $ 7,695 December 31, 2017 Long-lived assets held and used $ 28,312 $ — $ — $ 28,312 Long-lived assets held for sale $ 42,142 $ — $ — $ 42,142 Real estate and the related intangible assets are evaluated for impairment based on certain indicators including, but not limited to: the asset being held for sale, vacant, non-operating or the lease on the asset expiring in 60 days or less. The fair values of impaired real estate and intangible assets were determined by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent; recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate. Based on these inputs, the Company determined that its valuation of the impaired real estate and intangible assets falls within Level 3 of the fair value hierarchy. During the nine months ended September 30, 2018 and for the year ended December 31, 2017 , we determined that six and 18 long-lived assets held and used, respectively, were impaired. For three of the held and used properties impaired during the nine months ended September 30, 2018 , the buildings were fully impaired due to our non-payment on the related ground leases. For 17 of the held and used properties impaired during the year ended December 31, 2017 , the Company estimated property fair value using price per square foot of comparable properties. The following table provides information about the price per square foot of comparable properties used as inputs (price per square foot in dollars): September 30, 2018 December 31, 2017 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $— $ — — $13.66 - $305.05 $ 55.68 364,940 Industrial $— $ — — $3.30 - $8.56 $ 5.35 370,824 Office $— $ — — $24.82 - $244.86 $ 40.14 161,346 For the remaining three held and used properties impaired during the nine months ended September 30, 2018 and remaining one held and used property impaired during the year ended December 31, 2017 , the Company estimated property fair value using price per square foot based on a listing price or a broker opinion of value. The following table provides information about the price per square foot based on a listing price and broker opinion of value used as inputs (price per square foot in dollars): September 30, 2018 December 31, 2017 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $185.42 - $638.72 $ 573.56 21,759 $88.89 $ 88.89 22,500 Office $225.04 $ 225.04 5,999 $— $ — — For the nine months ended September 30, 2018 and year ended December 31, 2017 , we determined that one and eight long-lived assets held for sale, respectively, were impaired. The Company estimated fair value of held for sale properties using price per square foot from the signed purchase and sale agreements as follows (price per square foot in dollars): September 30, 2018 December 31, 2017 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held for sale by asset type Retail $126.73 $ 126.73 63,128 $55.30 - $346.23 $ 230.52 150,376 Industrial $— $ — — $24.02 - $54.21 $ 37.09 223,747 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 September 30, 2018 and December 31, 2017 . 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 following financial instruments have been derived based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands): September 30, 2018 December 31, 2017 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 52,001 $ 53,561 $ 79,967 $ 82,886 Investment in Master Trust 2014 33,558 33,307 — — Revolving Credit Facility 157,000 157,957 112,000 111,997 Term Loan, net (1) 419,920 420,473 — — Senior Unsecured Notes, net (1) 295,654 287,667 295,321 299,049 Mortgages and notes payable, net (1) 465,433 484,629 2,516,478 2,657,599 Convertible Notes, net (1) 726,261 751,928 715,881 761,440 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On May 31, 2018, the Company completed the Spin-Off of SMTA by means of a pro rata distribution of one share of SMTA common stock for every ten shares of Spirit common stock held by each of Spirit's stockholders of record as of May 18, 2018. The Company determined that the Spin-Off represented a strategic shift that has a major effect on the Company's results and, therefore, SMTA 's operations qualify as discontinued operations. Accordingly, beginning in the second quarter of 2018, the historical financial results of SMTA are reflected in our consolidated financial statements as discontinued operations for all periods presented. The assets and liabilities related to discontinued operations are separately classified on the consolidated balance sheets as of December 31, 2017 , and the operations have been classified as (loss) income from discontinued operations on the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2018 and 2017 . The consolidated statements of cash flows and all other notes herein include the results of both continuing operations and discontinued operations. Goodwill was allocated to SMTA based on the fair value of SMTA relative to the total fair value of the Company, resulting in a reduction in goodwill of the Company of $28.7 million as a result of the Spin-Off . This reduction in the Company's goodwill is reflected in the SMTA dividend distribution in the accompanying consolidated statement of stockholders' equity and consolidated statement of partners' capital. The table below summarizes the Company's assets and liabilities related to discontinued operations reported in its consolidated balance sheet. December 31, 2017 (in thousands) Assets Investments: Real estate investments: Land and improvements $ 990,575 Buildings and improvements 1,702,926 Total real estate investments 2,693,501 Less: accumulated depreciation (572,075 ) 2,121,426 Loans receivable, net 1,501 Intangible lease assets, net 103,651 Real estate assets held for sale, net 28,460 Net investments 2,255,038 Cash and cash equivalents 6 Deferred costs and other assets, net 109,096 Goodwill 28,740 Total assets of discontinued operations $ 2,392,880 Liabilities Mortgages and notes payable, net $ 1,926,834 Intangible lease liabilities, net 24,729 Accounts payable, accrued expenses and other liabilities 17,277 Total liabilities of discontinued operations $ 1,968,840 The table below provides information about income and expenses related to the Company's discontinued operations reported in its consolidated statements of operations and comprehensive income. Three Months Ended Nine Months Ended (in thousands) 2018 2017 2018 2017 Revenues: Rentals $ — $ 56,276 $ 99,816 $ 171,684 Interest income on loans receivable — 138 1,495 377 Tenant reimbursement income — 1,421 856 2,214 Other income — 2,994 776 5,444 Total revenues — 60,829 102,943 179,719 Expenses: General and administrative — 1,000 707 3,203 Transaction costs 966 2,660 20,931 3,145 Property costs (including reimbursable) — 2,900 3,268 7,570 Real estate acquisition costs — 19 339 (78 ) Interest — 18,732 46,521 56,324 Depreciation and amortization — 20,355 35,461 62,253 Impairments (recoveries) — 15,436 10,943 27,851 Total expenses 966 61,102 118,170 160,268 (Loss) income from discontinued operations before other (loss) income and income tax benefit (expense) (966 ) (273 ) (15,227 ) 19,451 Other (loss) income: (Loss) gain on debt extinguishment — — (363 ) 1 (Loss) gain on disposition of assets — (1,382 ) (274 ) 18,211 Total other (loss) income — (1,382 ) (637 ) 18,212 (Loss) income from discontinued operations before income tax benefit (expense) (966 ) (1,655 ) (15,864 ) 37,663 Income tax benefit (expense) — 155 (115 ) 2 (Loss) income from discontinued operations $ (966 ) $ (1,500 ) $ (15,979 ) $ 37,665 The table below provides information about operating and investing cash flows related to the Company's discontinued operations reported in its consolidated statements of cash flows. Nine Months Ended September 30, 2018 2017 (in thousands) Net cash provided by operating activities $ 36,924 $ 115,531 Net cash (used in) provided by investing activities (31,452 ) 123,179 Continuing Involvement Subsequent to the Spin-Off , the Company will have continuing involvement with SMTA through the terms of the Asset Management Agreement and Property Management and Servicing Agreement . See Note 11 for further detail on the continuing involvement. Subsequent to the Spin-Off , the Company had cash inflows from SMTA of $10.9 million and cash outflows to SMTA of $21.7 million for the three months ended September 30, 2018, and inflows from SMTA of $13.0 million and cash outflows to SMTA of $28.8 million for the nine months ended September 30, 2018. |
Incentive Award Plan
Incentive Award Plan | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Incentive Award Plan | Incentive Award Plan Restricted Shares of Common Stock During the nine months ended September 30, 2018 , the Company granted 1.0 million restricted shares under the Amended Incentive Award Plan to certain executive officers and employees. The Company recorded $8.2 million in deferred compensation associated with these grants, which will be recognized in expense over the service period of the awards. As of September 30, 2018 , there were approximately 1.7 million unvested restricted shares outstanding. In connection with the Spin-Off on May 31, 2018, holders of unvested restricted shares of Spirit common stock received unrestricted shares of SMTA common stock on a pro rata basis of one share of SMTA common stock for every ten shares of Spirit common stock. The distribution of unrestricted SMTA shares is considered an award modification that did not result in incremental fair value and, therefore, incremental compensation expense was not recognized. However, since the vesting period of the unrestricted SMTA shares was accelerated, $1.4 million of unrecognized stock-based compensation expense was accelerated and is reflected within general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income. Performance Share Awards During the nine months ended September 30, 2018 , the Board of Directors, or committee thereof, approved target grants of 504,497 performance shares to executive officers of the Company. The performance period of these grants runs primarily through December 31, 2020. Potential shares of the Company'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. In connection with the Spin-Off and in accordance with the rights granted per the Amended Incentive Award Plan , the Board of Directors made an equitable adjustment for all performance share awards outstanding, resulting in 134,432 incremental target shares. Because the fair value of the outstanding performance awards the day prior to and the day after the Spin-Off did not materially change, there was no change to unrecognized compensation expense and incremental compensation expense did not result. Approximately $1.5 million and $0.8 million in dividend rights have been accrued for non-vested performance share awards outstanding as of September 30, 2018 and December 31, 2017 , respectively. For outstanding non-vested awards at September 30, 2018 , 2.1 million shares would have been released based on the Company's TSR relative to the specified peer groups through that date. Stock-based Compensation Expense For the three months ended September 30, 2018 and 2017 , the Company recognized $3.1 million and $2.3 million , respectively, in stock-based compensation expense, and for the nine months ended September 30, 2018 and 2017 , the Company recognized $12.2 million and $13.8 million , respectively, in stock-based compensation expense which is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. As of September 30, 2018 , the remaining unamortized stock-based compensation expense totaled $18.4 million , with $9.8 million related to restricted stock awards and $8.6 million related to performance share awards. As of December 31, 2017, the remaining unamortized stock-based compensation expense totaled $17.7 million , including $10.0 million related to restricted stock awards and $7.7 million related to performance share awards. Amortization is recognized on a straight-line basis over the service period of each applicable award. |
Income Per Share and Partnershi
Income Per Share and Partnership Unit | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Income Per Share and Partnership Unit | Income Per Share and Partnership Unit Income per share and unit has been computed using the two-class method, which 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 non-forfeitable 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 and partners. The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per share and unit computed using the two-class method (dollars in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Basic and diluted income : Income from continuing operations $ 31,022 $ 6,822 $ 93,917 $ 3,692 Less: income attributable to unvested restricted stock (204 ) (265 ) (932 ) (682 ) Less: dividends paid to preferred stockholders (2,588 ) — (7,764 ) — Income used in basic and diluted income (loss) per share from continuing operations 28,230 6,557 85,221 3,010 (Loss) income used in basic and diluted (loss) income per share from discontinued operations (966 ) (1,500 ) (15,979 ) 37,665 Net income attributable to common stockholders used in basic and diluted income per share $ 27,264 $ 5,057 $ 69,242 $ 40,675 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 428,541,520 458,035,972 434,989,430 473,919,177 Less: Unvested weighted average shares of restricted stock (1,862,941 ) (1,364,355 ) (1,826,670 ) (1,220,485 ) Weighted average shares of common stock outstanding used in basic income per share 426,678,579 456,671,617 433,162,760 472,698,692 Net income per share attributable to common stockholders - basic: Continuing operations $ 0.06 $ 0.01 $ 0.20 $ 0.01 Discontinued operations — — (0.04 ) 0.08 Net income per share attributable to common stockholders - basic $ 0.06 $ 0.01 $ 0.16 $ 0.09 Dilutive weighted average shares of common stock outstanding: (1) Unvested performance shares 1,211,511 — 777,941 — Stock options 62 — — — Weighted average shares of common stock outstanding used in diluted income per share 427,890,152 456,671,617 433,940,701 472,698,692 Net income p er share attributable to common stockholders - diluted Continuing operations $ 0.06 $ 0.01 $ 0.20 $ 0.01 Discontinued operations — — (0.04 ) 0.08 Net income per share attributable to common stockholders - diluted $ 0.06 $ 0.01 $ 0.16 $ 0.09 Potentially dilutive shares of common stock Unvested shares of restricted stock, less shares assumed repurchased at market 528,005 — 402,681 32,150 Total 528,005 — 402,681 32,150 ( 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 Company 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. For the three and nine months ended September 30, 2018 , the Company's average stock price was below the conversion price, resulting in zero potentially dilutive shares related to the conversion spread for both periods. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements Related Party Agreements In conjunction with the Spin-Off , the Company and SMTA entered into certain agreements, including the Separation and Distribution Agreement, Tax Matters Agreement, Registration Rights Agreement and Insurance Sharing Agreement. These agreements provide a framework for the relationship between the Company and SMTA after the Spin-Off , by which Spirit may incur certain expenses on behalf of SMTA that must be reimbursed in a timely manner. As part of the Separation and Distribution Agreement, Spirit contributed $3.0 million of cash to SMTA at the time of the Spin-Off . Additionally, in relation to rental payments received by SMTA subsequent to the Spin-Off that relate to rents prior to the Spin-Off, SMTA was required to reimburse $2.0 million to Spirit within 60 days of the Spin-Off. The full $2.0 million was reimbursed to Spirit during the quarter ended September 30, 2018 . As of September 30, 2018 , the Company had an accrued receivable balance of $0.1 million and an accrued payable balance of $0.4 million in connection with these matters. Related Party Acquisitions During the quarter ended September 30, 2018 , the Company acquired a portfolio of properties and assigned three of the acquired properties to SMTA. In conjunction with the assignment, the Company received a $392.5 thousand equalization payment from SMTA to ensure a consistent capitalization rate for the acquired properties between the Company and SMTA. Related Party Asset Management Agreement In conjunction with the Spin-Off , the Company entered into the Asset Management Agreement pursuant to which the Operating Partnership will provide various services subject to the supervision of SMTA 's Board of Trustees, including, but not limited to: (i) performing all of SMTA 's day-to-day functions, (ii) sourcing, analyzing and executing on investments and dispositions, (iii) determining investment criteria, (iv) performing investment and liability management duties, including financing and hedging, and (v) performing financial and accounting management. For its services, the Company is entitled to an annual management fee of $20.0 million per annum, payable monthly in arrears. Additionally, the Company may be entitled to, under certain circumstances, a promoted interest fee based on the total shareholder return of SMTA 's common shares during the relevant period, as well as a termination fee. No revenue for the promoted interest fee or termination fee has been recognized as they do not meet the criteria for recognition under ASC 606-10 as of September 30, 2018 . Asset management fees of $5.0 million and $6.7 million were earned during the three and nine months ended September 30, 2018 , respectively, and are included in related party fee income in the consolidated statements of operations and comprehensive income. As of September 30, 2018 , the Company had an accrued receivable balance of $1.7 million related to the asset management fees. Related Party Property Management and Servicing Agreement The Operating Partnership provides property management services and special services for Master Trust 2014 . The property management fees accrue daily at 0.25% per annum of the collateral value of the Master Trust 2014 collateral pool less any specially serviced assets, and the special servicing fees accrue daily at 0.75% per annum of the collateral value of any assets deemed to be specially serviced per the terms of the Property Management and Servicing Agreement dated May 20, 2014. Property management fees of $1.6 million and $2.1 million were earned during the three and nine months ended September 30, 2018 , respectively, and special servicing fees of $190.0 thousand and $242.0 thousand were earned during the three and nine months ended September 30, 2018 , respectively. These fees are included in related party fee income in the consolidated statements of operations and comprehensive income. As of September 30, 2018 , the Company had an accrued receivable balance of $0.4 million related to the property management fees. Investments in SMTA In conjunction with the Spin-Off , SMTA issued to the Operating Partnership and one of its affiliates, both wholly-owned subsidiaries of Spirit, a total of 6.0 million shares of Series A preferred stock with an aggregate liquidation preference of $150.0 million (the "SMTA Preferred Stock"). The SMTA Preferred Stock pays cash dividends at the rate of 10.0% per annum on the liquidation preference of $25.00 per share (equivalent to $0.625 per share on a quarterly basis and $2.50 per share on an annual basis). Spirit recognized $3.8 million and $5.0 million in dividends during the three and nine months ended September 30, 2018 , respectively, that are reflected as preferred dividend income from SMTA in the consolidated statements of operations and comprehensive income. Preferred dividend income is recognized when dividends are declared. As of September 30, 2018 , the Company had an accrued receivable balance of $3.8 million related to the preferred dividends. The carrying value of the SMTA Preferred Stock is $150.0 million as of September 30, 2018 , reflected in the consolidated balance sheets and will be accounted for at cost, less impairments, if any. Prior to the Spin-Off , the Operating Partnership contributed certain assets to SubREIT in exchange for $5.0 million in SubREIT preferred shares. Then, on the Distribution Date, the Operating Partnership sold the SubREIT preferred shares to a third party for $5.0 million in cash. Related Party Mortgage Loans Payable Wholly-owned subsidiaries of Spirit are the borrower on four mortgage loans payable to SMTA and secured by six single-tenant commercial properties owned by Spirit. In total, these mortgage notes had an outstanding principal balance of $28.6 million at September 30, 2018 , which is included in mortgages and notes payable, net on the consolidated balance sheet. The notes incurred interest expense of $72.2 thousand and $96.7 thousand for the three and nine months ended September 30, 2018 , which is included in interest expense in the consolidated statements of operations and comprehensive income. As of September 30, 2018 , these mortgage notes have a weighted-average stated interest rate of 1% , a weighted-average term of 9.5 years and are eligible for early repayment without penalty. Related Party Notes Receivable In conjunction with the Master Trust 2014 Series 2017-1 notes issuance completed in December 2017, the Operating Partnership, as sponsor of the issuance, retained a 5.0% economic interest in the Master Trust 2014 Series 2017-1 notes as required by the risk retention rules issued under 17 CFR Part 246. The principal amount receivable under the notes was $33.6 million at September 30, 2018 and is reflected as Investment in Master Trust 2014 on the consolidated balance sheet. The notes generated interest income of $0.4 million and $0.5 million for the three and nine months ended September 30, 2018 , respectively, which is included in interest income on loans receivable in the consolidated statements of operations and comprehensive income. The notes have a weighted-average stated interest rate of 4.6% with a remaining term of 4.2 years to maturity as of September 30, 2018 . The notes are classified as held-to-maturity and, as of September 30, 2018 , the amortized cost basis is equal to carrying value. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table presents the supplemental disclosures of non-cash investing and financing activities (in thousands): Nine Months Ended 2018 2017 Investment in preferred shares $ 150,000 $ — Non-cash distribution to SMTA, net 142,924 — Relief of debt through sale or foreclosure of real estate properties 56,119 39,141 Reclass of residual value on expired deferred financing lease to operating asset — 11,088 Net real estate and other collateral assets sold or surrendered to lender 28,271 35,008 Accrued interest capitalized to principal (1) 1,719 2,430 Accrued performance share dividend rights 811 699 Distributions declared and unpaid 54,217 82,062 Accrued deferred financing costs — 1,373 Financing provided in connection with disposition of assets 2,888 15,015 (1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. The following table presents the disclosures for cash paid for taxes and interest (in thousands): Cash Paid for Taxes Cash Paid for Interest For the three months ended March 31, 2018 $ 107 $ 38,555 For the three months ended June 30, 2018 647 38,408 For the six months ended June 30, 2018 754 76,963 For the three months ended September 30, 2018 379 17,087 For the nine months ended September 30, 2018 $ 1,133 $ 94,050 For the three months ended March 31, 2017 $ 88 $ 38,899 For the three months ended June 30, 2017 661 43,237 For the six months ended June 30, 2017 749 82,136 For the three months ended September 30, 2017 123 39,030 For the nine months ended September 30, 2017 $ 872 $ 121,166 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Term Loan Extension In November 2018, Spirit exercised its option to extend the maturity date of the $420.0 million Term Loan to November 2, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth therein. The results for interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP , have been condensed or omitted from these statements pursuant to SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the year ended December 31, 2017 and its Current Report on Form 8-K dated September 20, 2018. |
Consolidation | The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership 's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity. |
Special Purpose Entities | The Company has formed multiple special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). 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 to do so under their governing documents. |
Discontinued Operations | A discontinued operation represents: (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company. The Company determined that the Spin-Off represented a strategic shift that has a major effect on the Company's results and, therefore, SMTA 's operations qualify as discontinued operations. See Note 8 for further discussion on discontinued operations. |
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 reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area in which the tenant operates. If the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company's reserves for uncollectible amounts totaled $4.2 million and $12.4 million as of September 30, 2018 and December 31, 2017 , respectively, against accounts receivable balances of $14.7 million and $27.2 million , respectively. Receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted. For rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized based on an assessment of the risks inherent in the portfolio, considering historical experience. The Company established a reserve for losses of $0.5 million and $1.8 million as of September 30, 2018 and December 31, 2017 , respectively, against straight-line rental revenue receivables of $66.4 million and $81.6 million , respectively. These receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. |
Goodwill | Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. |
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term investments. Restricted cash is classified within deferred costs and other assets, net in the accompanying consolidated balance sheets. |
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. Taxable income from non-REIT activities managed through any of the Company's taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material. The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership. Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive income. |
New Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers and 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 adopted the new revenue recognition standard effective January 1, 2018 under the modified retrospective method, and elected to apply the standard only to contracts that were not completed as of the date of adoption (i.e. January 1, 2018). In evaluating the impact of this new standard, the Company identified that lease contracts covered by Leases (Topic 840) are excluded from the scope of this new guidance. As such, this ASU had no material impact on the Company's reported revenues, results of operations, financial position, cash flows and disclosures. 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. Leases pursuant to which the Company is the lessee primarily consist of its corporate office, ground leases and equipment leases. The amendments in this ASU are effective for the 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 has elected to use all of the practical expedients available for adoption of this ASU except for the hindsight expedient, which would require the re-evaluation of the lease term on all leases using current facts and circumstances. The Company has begun implementation of the ASU and is currently evaluating the overall 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 requires 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. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which addresses specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company adopted ASU 2016-15 effective January 1, 2018 and has applied it retrospectively. As a result of adoption, debt prepayment and debt extinguishment costs, previously presented in operating activities, are now presented in financing activities in the consolidated statement of cash flows. There was no impact on the statements of cash flows for the Company for other types of transactions. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . This guidance requires entities to include restricted cash and restricted cash equivalents within the cash and cash equivalents balances presented in the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The Company adopted ASU 2016-18 effective January 1, 2018 and applied it retrospectively. As a result, restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following (in thousands): September 30, December 31, September 30, Cash and cash equivalents $ 7,578 $ 8,798 $ 11,947 Restricted cash: Collateral deposits (1) 423 1,751 1,229 Tenant improvements, repairs, and leasing commissions (2) 8,898 8,257 7,988 Master Trust Release (3) 7,410 85,703 79,353 Liquidity reserve (4) — 5,503 — Other (5) 990 4,695 7,774 Total cash, cash equivalents and restricted cash $ 25,299 $ 114,707 $ 108,291 (1) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. (2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. (3) Proceeds from the sale of assets pledged as collateral under either Master Trust 2013 or Master Trust 2014 , which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. (4) Liquidity reserve cash was placed on deposit for Master Trust 2014 and is held until there is a cashflow shortfall or upon achieving certain performance criteria, as defined in the agreements governing Master Trust 2014 , or a liquidation of Master Trust 2014 occurs. (5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 nine months ended September 30, 2018 , the Company had the following real estate and loan activity, net of accumulated depreciation and amortization: Number of Properties Dollar Amount of Investments Owned Financed Total Owned Financed Total (In Thousands) Gross balance, December 31, 2017 2,392 88 2,480 $ 7,823,058 $ 79,967 $ 7,903,025 Acquisitions/improvements (1) 18 2 20 269,260 37,888 307,148 Dispositions of real estate (2)(3)(4) (41 ) (5 ) (46 ) (83,338 ) — (83,338 ) Principal payments and payoffs — (30 ) (30 ) — (26,316 ) (26,316 ) Impairments — — — (17,197 ) — (17,197 ) Write-off of gross lease intangibles — — — (50,505 ) — (50,505 ) Loan premium amortization and other — — — (886 ) (1,650 ) (2,536 ) Spin-off to SMTA (899 ) (2 ) (901 ) (2,855,052 ) (37,888 ) (2,892,940 ) Gross balance, September 30, 2018 1,470 53 1,523 5,085,340 52,001 5,137,341 Accumulated depreciation and amortization (696,930 ) — (696,930 ) Net balance, September 30, 2018 $ 4,388,410 $ 52,001 $ 4,440,411 (1) Includes investments of $23.1 million in revenue producing capitalized expenditures, as well as $4.3 million of non-revenue producing capitalized expenditures as of September 30, 2018 . (2) The total accumulated depreciation and amortization associated with dispositions of real estate was $14.4 million as of September 30, 2018 . (3) For the nine months ended September 30, 2018 , the total (loss) gain on disposal of assets for properties held in use and held for sale was $(2.6) million and $3.2 million , respectively. (4) Includes six deed-in-lieu properties with a real estate investment of $28.5 million that were transferred to the lender during the nine months ended September 30, 2018 . |
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 (including contractual fixed rent increases occurring on or after October 1 , 2018 ) at September 30, 2018 (in thousands): September 30, Remainder of 2018 $ 95,355 2019 379,441 2020 373,089 2021 353,153 2022 330,083 Thereafter 2,473,691 Total future minimum rentals $ 4,004,812 |
Schedule of Loans Receivable, Net of Premium and Allowance for Loan Losses | The following table details loans receivable, net of premiums, discounts and allowance for loan losses (in thousands): September 30, December 31, Mortgage loans - principal $ 43,900 $ 69,963 Mortgage loans - premiums, net of amortization 2,954 5,038 Allowance for loan losses — (389 ) Mortgages loans, net 46,854 74,612 Other notes receivable - principal 5,388 5,355 Other notes receivable - discounts, net of amortization (241 ) — Allowance for loan losses — — Other notes receivable, net 5,147 5,355 Total loans receivable, net $ 52,001 $ 79,967 |
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): September 30, December 31, In-place leases $ 385,936 $ 591,551 Above-market leases 62,822 89,640 Less: accumulated amortization (145,804 ) (271,288 ) Intangible lease assets, net $ 302,954 $ 409,903 Below-market leases $ 168,485 $ 216,642 Less: accumulated amortization (44,872 ) (61,339 ) Intangible lease liabilities, net $ 123,613 $ 155,303 |
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): September 30, December 31, Minimum lease payments receivable $ 5,874 $ 7,325 Estimated residual value of leased assets 24,552 24,552 Unearned income (5,617 ) (7,012 ) Real estate assets under direct financing leases, net $ 24,809 $ 24,865 |
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 nine months ended September 30, 2018 (dollars in thousands): Number of Properties Carrying Value Balance, December 31, 2017 15 $ 48,929 Transfers from real estate investments held and used 9 39,487 Sales (6 ) (10,257 ) Transfers to real estate investments held in use (7 ) (25,715 ) Transfers to SMTA (5 ) (7,853 ) Impairments — (990 ) Balance, September 30, 2018 6 $ 43,601 |
Summary of Total Impairment Losses Recognized | The following table summarizes total impairment losses recognized on the accompanying consolidated statements of operations and comprehensive income (in thousands): Three Months Ended September 30, Nine Months Ended 2018 2017 2018 2017 Real estate and intangible asset impairment $ 1,113 $ 32,676 $ 16,737 $ 82,553 Write-off of lease intangibles, net 166 5,061 477 5,556 Recovery of loans receivable, previously impaired — — (17 ) — Total impairment loss $ 1,279 $ 37,737 $ 17,197 $ 88,109 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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) September 30, December 31, (in Years) (In Thousands) Revolving Credit Facility 5.42 % 3.37 % 0.5 $ 157,000 $ 112,000 Term Loan 3.78 % 3.57 % 0.1 420,000 — Master Trust Notes 5.89 % 5.27 % 5.2 169,012 2,248,504 CMBS 5.90 % 5.51 % 4.7 275,460 332,647 Related Party Notes Payable 1.00 % 1.00 % 9.5 28,630 — Convertible Notes 5.31 % 3.28 % 1.5 747,500 747,500 Senior Unsecured Notes 4.60 % 4.45 % 8.0 300,000 300,000 Total debt 5.04 % 3.93 % 2.9 2,097,602 3,740,651 Debt discount, net (17,406 ) (61,399 ) Deferred financing costs, net (4) (15,928 ) (39,572 ) Total debt, net $ 2,064,268 $ 3,639,680 (1) The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees, and non-utilization fees, where applicable, calculated for the three months ended September 30, 2018 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 September 30, 2018 . (3) Represents the weighted average maturity based on the outstanding principal balance as of September 30, 2018 . (4) The Company records deferred financing costs for its Revolving Credit Facility in deferred costs and other assets, net on its consolidated balance sheets . |
Schedule of Debt Maturities | As of September 30, 2018 , scheduled debt maturities of the Company’s Revolving Credit Facility , Term Loan , Senior Unsecured Notes , Master Trust 2013 , CMBS, Convertible Notes and Related Party Notes Payable, including balloon payments, are as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2018 (1) $ 2,848 $ 429,869 $ 432,717 2019 (2) 11,672 559,500 571,172 2020 12,163 — 12,163 2021 12,737 345,000 357,737 2022 13,315 42,400 55,715 Thereafter 28,504 639,594 668,098 Total $ 81,239 $ 2,016,363 $ 2,097,602 (1) The balloon payment balance in 2018 includes $9.9 million , of which $3.1 million is capitalized interest, for the acceleration of principal payable following an event of default under one non-recourse CMBS loan with a stated maturity in 2018 and the original maturity of the $420.0 million Term Loan. See Note 13 Subsequent Events for details relating to the extension of the Term Loan. (2) 2019 includes the Revolving Credit Facility , which is extendible for one year at the borrower's option. |
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 Nine Months Ended 2018 2017 2018 2017 Interest expense – Revolving Credit Facility (1) $ 1,933 $ 3,075 $ 6,134 $ 5,632 Interest expense – Term Loan 2,677 2,768 2,677 7,525 Interest expense – Senior Unsecured Notes 3,338 3,337 10,013 10,013 Interest expense – mortgages and notes payable 6,183 27,563 62,370 83,640 Interest expense – Convertible Notes (2) 6,127 6,127 18,382 18,382 Non-cash interest expense: Amortization of deferred financing costs 1,890 2,451 7,442 7,274 Amortization of debt discount, net 2,636 3,359 10,888 9,663 Total interest expense $ 24,784 $ 48,680 $ 117,906 $ 142,129 (1) Includes facility fees of approximately $0.5 million for both of the three month periods ended September 30, 2018 and 2017 , and $1.6 million for both of the nine month periods ended September 30, 2018 and 2017 . (2) Included in interest expense on the Operating Partnership 's consolidated statements of operations and comprehensive income are amounts paid to the Company by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |
Master Trust Notes | |
Debt Instrument [Line Items] | |
Summary of Debt | The Master Trust Notes are summarized below: Stated Rate Maturity September 30, December 31, (in Years) (in Thousands) Series 2014-1 Class A2 $ — $ 252,437 Series 2014-2 — 222,683 Series 2014-3 — 311,336 Series 2014-4 Class A1 — 150,000 Series 2014-4 Class A2 — 358,664 Series 2017-1 Class A — 515,280 Series 2017-1 Class B — 125,400 Total Master Trust 2014 notes — 1,935,800 Series 2013-1 Class A — 125,000 Series 2013-2 Class A 5.3 % 5.2 169,012 187,704 Total Master Trust 2013 notes 5.3 % 5.2 169,012 312,704 Debt discount, net — (36,188 ) Deferred financing costs, net (4,389 ) (24,010 ) Total Master Trust Notes, net $ 164,623 $ 2,188,306 |
Stockholders' Equity and Part_2
Stockholders' Equity and Partners' Capital (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Summary of Dividends Declared | For the nine months ended September 30, 2018 , the Company's Board of Directors declared the following preferred and common stock dividends: Declaration Date Dividend Per Share Record Date Total Amount (in thousands) Payment Date Preferred Stock March 5, 2018 $ 0.375 March 15, 2018 $ 2,588 March 30, 2018 May 29, 2018 $ 0.375 June 15, 2018 $ 2,588 June 29, 2018 August 27, 2018 $ 0.375 September 14, 2018 $ 2,588 September 28, 2018 Common Stock March 5, 2018 $ 0.180 March 30, 2018 $ 78,581 April 13, 2018 May 29, 2018 $ 0.180 June 29, 2018 $ 77,143 July 13, 2018 August 27, 2018 $ 0.125 September 28, 2018 $ 53,560 October 15, 2018 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
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 as of September 30, 2018 and December 31, 2017 (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 September 30, 2018 Long-lived assets held and used $ 13,516 $ — $ — $ 13,516 Long-lived assets held for sale $ 7,695 $ — $ — $ 7,695 December 31, 2017 Long-lived assets held and used $ 28,312 $ — $ — $ 28,312 Long-lived assets held for sale $ 42,142 $ — $ — $ 42,142 |
Fair Value Inputs of Long-Lived Assets Held and Used and Held for Sale | The following table provides information about the price per square foot based on a listing price and broker opinion of value used as inputs (price per square foot in dollars): September 30, 2018 December 31, 2017 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $185.42 - $638.72 $ 573.56 21,759 $88.89 $ 88.89 22,500 Office $225.04 $ 225.04 5,999 $— $ — — September 30, 2018 December 31, 2017 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held for sale by asset type Retail $126.73 $ 126.73 63,128 $55.30 - $346.23 $ 230.52 150,376 Industrial $— $ — — $24.02 - $54.21 $ 37.09 223,747 The following table provides information about the price per square foot of comparable properties used as inputs (price per square foot in dollars): September 30, 2018 December 31, 2017 Description Range Weighted Average Square Footage Range Weighted Average Square Footage Long-lived assets held and used by asset type Retail $— $ — — $13.66 - $305.05 $ 55.68 364,940 Industrial $— $ — — $3.30 - $8.56 $ 5.35 370,824 Office $— $ — — $24.82 - $244.86 $ 40.14 161,346 |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The following table discloses fair value information for these financial instruments (in thousands): September 30, 2018 December 31, 2017 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 52,001 $ 53,561 $ 79,967 $ 82,886 Investment in Master Trust 2014 33,558 33,307 — — Revolving Credit Facility 157,000 157,957 112,000 111,997 Term Loan, net (1) 419,920 420,473 — — Senior Unsecured Notes, net (1) 295,654 287,667 295,321 299,049 Mortgages and notes payable, net (1) 465,433 484,629 2,516,478 2,657,599 Convertible Notes, net (1) 726,261 751,928 715,881 761,440 (1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Financial Statements of Discontinued Operations | The table below summarizes the Company's assets and liabilities related to discontinued operations reported in its consolidated balance sheet. December 31, 2017 (in thousands) Assets Investments: Real estate investments: Land and improvements $ 990,575 Buildings and improvements 1,702,926 Total real estate investments 2,693,501 Less: accumulated depreciation (572,075 ) 2,121,426 Loans receivable, net 1,501 Intangible lease assets, net 103,651 Real estate assets held for sale, net 28,460 Net investments 2,255,038 Cash and cash equivalents 6 Deferred costs and other assets, net 109,096 Goodwill 28,740 Total assets of discontinued operations $ 2,392,880 Liabilities Mortgages and notes payable, net $ 1,926,834 Intangible lease liabilities, net 24,729 Accounts payable, accrued expenses and other liabilities 17,277 Total liabilities of discontinued operations $ 1,968,840 The table below provides information about income and expenses related to the Company's discontinued operations reported in its consolidated statements of operations and comprehensive income. Three Months Ended Nine Months Ended (in thousands) 2018 2017 2018 2017 Revenues: Rentals $ — $ 56,276 $ 99,816 $ 171,684 Interest income on loans receivable — 138 1,495 377 Tenant reimbursement income — 1,421 856 2,214 Other income — 2,994 776 5,444 Total revenues — 60,829 102,943 179,719 Expenses: General and administrative — 1,000 707 3,203 Transaction costs 966 2,660 20,931 3,145 Property costs (including reimbursable) — 2,900 3,268 7,570 Real estate acquisition costs — 19 339 (78 ) Interest — 18,732 46,521 56,324 Depreciation and amortization — 20,355 35,461 62,253 Impairments (recoveries) — 15,436 10,943 27,851 Total expenses 966 61,102 118,170 160,268 (Loss) income from discontinued operations before other (loss) income and income tax benefit (expense) (966 ) (273 ) (15,227 ) 19,451 Other (loss) income: (Loss) gain on debt extinguishment — — (363 ) 1 (Loss) gain on disposition of assets — (1,382 ) (274 ) 18,211 Total other (loss) income — (1,382 ) (637 ) 18,212 (Loss) income from discontinued operations before income tax benefit (expense) (966 ) (1,655 ) (15,864 ) 37,663 Income tax benefit (expense) — 155 (115 ) 2 (Loss) income from discontinued operations $ (966 ) $ (1,500 ) $ (15,979 ) $ 37,665 The table below provides information about operating and investing cash flows related to the Company's discontinued operations reported in its consolidated statements of cash flows. Nine Months Ended September 30, 2018 2017 (in thousands) Net cash provided by operating activities $ 36,924 $ 115,531 Net cash (used in) provided by investing activities (31,452 ) 123,179 |
Income Per Share and Partners_2
Income Per Share and Partnership Unit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 and unit computed using the two-class method (dollars in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Basic and diluted income : Income from continuing operations $ 31,022 $ 6,822 $ 93,917 $ 3,692 Less: income attributable to unvested restricted stock (204 ) (265 ) (932 ) (682 ) Less: dividends paid to preferred stockholders (2,588 ) — (7,764 ) — Income used in basic and diluted income (loss) per share from continuing operations 28,230 6,557 85,221 3,010 (Loss) income used in basic and diluted (loss) income per share from discontinued operations (966 ) (1,500 ) (15,979 ) 37,665 Net income attributable to common stockholders used in basic and diluted income per share $ 27,264 $ 5,057 $ 69,242 $ 40,675 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 428,541,520 458,035,972 434,989,430 473,919,177 Less: Unvested weighted average shares of restricted stock (1,862,941 ) (1,364,355 ) (1,826,670 ) (1,220,485 ) Weighted average shares of common stock outstanding used in basic income per share 426,678,579 456,671,617 433,162,760 472,698,692 Net income per share attributable to common stockholders - basic: Continuing operations $ 0.06 $ 0.01 $ 0.20 $ 0.01 Discontinued operations — — (0.04 ) 0.08 Net income per share attributable to common stockholders - basic $ 0.06 $ 0.01 $ 0.16 $ 0.09 Dilutive weighted average shares of common stock outstanding: (1) Unvested performance shares 1,211,511 — 777,941 — Stock options 62 — — — Weighted average shares of common stock outstanding used in diluted income per share 427,890,152 456,671,617 433,940,701 472,698,692 Net income p er share attributable to common stockholders - diluted Continuing operations $ 0.06 $ 0.01 $ 0.20 $ 0.01 Discontinued operations — — (0.04 ) 0.08 Net income per share attributable to common stockholders - diluted $ 0.06 $ 0.01 $ 0.16 $ 0.09 Potentially dilutive shares of common stock Unvested shares of restricted stock, less shares assumed repurchased at market 528,005 — 402,681 32,150 Total 528,005 — 402,681 32,150 ( 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. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Disclosures | The following table presents the supplemental disclosures of non-cash investing and financing activities (in thousands): Nine Months Ended 2018 2017 Investment in preferred shares $ 150,000 $ — Non-cash distribution to SMTA, net 142,924 — Relief of debt through sale or foreclosure of real estate properties 56,119 39,141 Reclass of residual value on expired deferred financing lease to operating asset — 11,088 Net real estate and other collateral assets sold or surrendered to lender 28,271 35,008 Accrued interest capitalized to principal (1) 1,719 2,430 Accrued performance share dividend rights 811 699 Distributions declared and unpaid 54,217 82,062 Accrued deferred financing costs — 1,373 Financing provided in connection with disposition of assets 2,888 15,015 (1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default. The following table presents the disclosures for cash paid for taxes and interest (in thousands): Cash Paid for Taxes Cash Paid for Interest For the three months ended March 31, 2018 $ 107 $ 38,555 For the three months ended June 30, 2018 647 38,408 For the six months ended June 30, 2018 754 76,963 For the three months ended September 30, 2018 379 17,087 For the nine months ended September 30, 2018 $ 1,133 $ 94,050 For the three months ended March 31, 2017 $ 88 $ 38,899 For the three months ended June 30, 2017 661 43,237 For the six months ended June 30, 2017 749 82,136 For the three months ended September 30, 2017 123 39,030 For the nine months ended September 30, 2017 $ 872 $ 121,166 |
Organization - Narrative (Detai
Organization - Narrative (Details) | 9 Months Ended |
Sep. 30, 2018 | |
General Partner | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Ownership of operating partnership | 1.00% |
Limited Partner | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Ownership of operating partnership | 99.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)segment | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Net assets | $ 5,092,909,000 | $ 5,092,909,000 | $ 7,263,511,000 | ||
Net liabilities | 2,287,551,000 | $ 2,287,551,000 | 3,943,902,000 | ||
Number of segments | segment | 1 | ||||
Reserves for uncollectible amounts | 4,200,000 | $ 4,200,000 | 12,400,000 | ||
Accounts receivable | 14,700,000 | 14,700,000 | 27,200,000 | ||
Reserve for losses | 500,000 | 500,000 | 1,800,000 | ||
Deferred rental revenue receivables | 66,400,000 | 66,400,000 | 81,600,000 | ||
Goodwill impairment | 0 | $ 0 | 0 | $ 0 | |
Provision for income taxes | 0 | ||||
Special Purpose Entity | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net assets | 900,000,000 | 900,000,000 | 2,780,000,000 | ||
Net liabilities | $ 480,000,000 | $ 480,000,000 | $ 2,630,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 7,578 | $ 8,798 | $ 11,947 | |
Total cash, cash equivalents and restricted cash | 25,299 | 114,707 | 108,291 | $ 36,898 |
Collateral deposits | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 423 | 1,751 | 1,229 | |
Tenant improvements, repairs, and leasing commissions | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 8,898 | 8,257 | 7,988 | |
Master Trust Release | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 7,410 | 85,703 | 79,353 | |
Liquidity reserve | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 0 | 5,503 | 0 | |
Other | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 990 | $ 4,695 | $ 7,774 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018USD ($)PropertyState | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)PropertyreceivableState | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)Propertyreceivable | |
Investment [Line Items] | |||||
Gross investment in real estate properties and loans | $ 5,137,341 | $ 5,137,341 | $ 7,903,025 | ||
Number of real estate properties | Property | 1,523 | 1,523 | 2,480 | ||
Portfolio disbursement, number of states | State | 49 | 49 | |||
Minimum of investment in real estate properties | 10.00% | 10.00% | |||
Number of other notes receivable | receivable | 3 | 3 | |||
Number of other notes receivable, secured | receivable | 2 | 1 | |||
Number of other notes receivable, non-secured | receivable | 1 | 2 | |||
Amortization amount to rental revenue for capitalized leases | $ 1,300 | $ 1,500 | $ 4,200 | $ 4,900 | |
Impairment of properties classified as held and used | 700 | 32,900 | 16,200 | 65,500 | |
Impairment of properties classified as held for sale | 600 | 4,800 | 1,000 | 22,600 | |
In-place leases | |||||
Investment [Line Items] | |||||
Leases amortization expenses | 7,000 | $ 10,800 | 25,700 | $ 33,000 | |
Secured Debt | |||||
Investment [Line Items] | |||||
Other notes receivable | 3,400 | 3,400 | $ 3,500 | ||
Unsecured Debt | |||||
Investment [Line Items] | |||||
Other notes receivable | 1,700 | $ 1,700 | |||
Commitment fee | 0.25% | ||||
Financed Properties | |||||
Investment [Line Items] | |||||
Gross investment in real estate properties and loans | $ 52,001 | $ 52,001 | $ 79,967 | ||
Number of real estate properties | Property | 53 | 53 | 88 | ||
Texas | |||||
Investment [Line Items] | |||||
Investment in real estate properties | 11.90% | 11.90% |
Investments - Summary of Real E
Investments - Summary of Real Estate and Loan Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)Property | |
Number of Properties | |
Gross balance, beginning balance (in properties) | Property | 2,480 |
Acquisitions/improvements (in properties) | Property | 20 |
Dispositions of real estate (in properties) | Property | (46) |
Principal payments and payoffs (in properties) | Property | (30) |
Impairments | Property | 0 |
Write-off of gross lease intangibles (in properties) | Property | 0 |
Loan premium amortization and other (in properties) | Property | 0 |
Spin-off to SMTA | Property | (901) |
Gross balance, ending balance (in properties) | Property | 1,523 |
Dollar Amount of Investments | |
Gross balance, beginning balance | $ 7,903,025 |
Acquisitions/improvements | 307,148 |
Dispositions of real estate | (83,338) |
Principal payments and payoffs | (26,316) |
Impairments | (17,197) |
Write-off of gross lease intangibles | (50,505) |
Loan premium amortization and other | (2,536) |
Spin-off to SMTA | (2,892,940) |
Gross balance, ending balance | 5,137,341 |
Accumulated depreciation and amortization | (696,930) |
Net balance, ending balance | $ 4,440,411 |
Owned Properties | |
Number of Properties | |
Gross balance, beginning balance (in properties) | Property | 2,392 |
Acquisitions/improvements (in properties) | Property | 18 |
Dispositions of real estate (in properties) | Property | (41) |
Principal payments and payoffs (in properties) | Property | 0 |
Impairments | Property | 0 |
Write-off of gross lease intangibles (in properties) | Property | 0 |
Loan premium amortization and other (in properties) | Property | 0 |
Spin-off to SMTA | Property | (899) |
Gross balance, ending balance (in properties) | Property | 1,470 |
Dollar Amount of Investments | |
Gross balance, beginning balance | $ 7,823,058 |
Acquisitions/improvements | 269,260 |
Dispositions of real estate | (83,338) |
Principal payments and payoffs | 0 |
Impairments | (17,197) |
Write-off of gross lease intangibles | (50,505) |
Loan premium amortization and other | (886) |
Spin-off to SMTA | (2,855,052) |
Gross balance, ending balance | 5,085,340 |
Accumulated depreciation and amortization | (696,930) |
Net balance, ending balance | $ 4,388,410 |
Financed Properties | |
Number of Properties | |
Gross balance, beginning balance (in properties) | Property | 88 |
Acquisitions/improvements (in properties) | Property | 2 |
Dispositions of real estate (in properties) | Property | (5) |
Principal payments and payoffs (in properties) | Property | (30) |
Impairments | Property | 0 |
Write-off of gross lease intangibles (in properties) | Property | 0 |
Loan premium amortization and other (in properties) | Property | 0 |
Spin-off to SMTA | Property | (2) |
Gross balance, ending balance (in properties) | Property | 53 |
Dollar Amount of Investments | |
Gross balance, beginning balance | $ 79,967 |
Acquisitions/improvements | 37,888 |
Dispositions of real estate | 0 |
Principal payments and payoffs | (26,316) |
Impairments | 0 |
Write-off of gross lease intangibles | 0 |
Loan premium amortization and other | (1,650) |
Spin-off to SMTA | (37,888) |
Gross balance, ending balance | 52,001 |
Accumulated depreciation and amortization | 0 |
Net balance, ending balance | $ 52,001 |
Investments - Summary of Real_2
Investments - Summary of Real Estate and Loan Activity (Footnote) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)Property | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Revenue producing capitalized expenditures | $ 23,100 |
Capitalized maintenance expenditures | $ 4,300 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of properties disposed | Property | 46 |
Amount of disposition of real estate | $ 83,338 |
Deed-In-Lieu Properties | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of properties disposed | Property | 6 |
Amount of disposition of real estate | $ 28,500 |
Disposal of other than sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accumulated depreciation and amortization associated with dispositions of real estate | 14,400 |
Gain (loss) on disposal of assets for properties | (2,600) |
Held-for-sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain (loss) on disposal of assets for properties | $ 3,200 |
Investments - Schedule of Minim
Investments - Schedule of Minimum Future Contractual Rent to be Received (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Operating Leases, Future Contractual Rent Receivable | |
Remainder of 2018 | $ 95,355 |
2,019 | 379,441 |
2,020 | 373,089 |
2,021 | 353,153 |
2,022 | 330,083 |
Thereafter | 2,473,691 |
Total future minimum rentals | $ 4,004,812 |
Investments - Schedule of Loans
Investments - Schedule of Loans Receivable, Net of Premium and Allowance for Loan Losses (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Loans and Leases Receivable Disclosure [Line Items] | ||
Total loans receivable, net | $ 52,001 | $ 78,466 |
Mortgage Loans | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans and leases receivable, gross | 43,900 | 69,963 |
Mortgage loans - premiums, net of amortization | 2,954 | 5,038 |
Allowance for loan losses | 0 | (389) |
Total loans receivable, net | 46,854 | 74,612 |
Notes Receivable | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Loans and leases receivable, gross | 5,388 | 5,355 |
Mortgage loans - premiums, net of amortization | (241) | 0 |
Allowance for loan losses | 0 | 0 |
Total loans receivable, net | 5,147 | 5,355 |
Continuing and discontinuing operations | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Total loans receivable, net | $ 52,001 | $ 79,967 |
Investments - Schedule of Lease
Investments - Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Capital Leased Assets [Line Items] | ||
Intangible lease assets, net | $ 302,954 | $ 306,252 |
Continuing and discontinuing operations | ||
Capital Leased Assets [Line Items] | ||
Less: accumulated amortization | (145,804) | (271,288) |
Intangible lease assets, net | 302,954 | 409,903 |
Continuing and discontinuing operations | In-place leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | 385,936 | 591,551 |
Continuing and discontinuing operations | Above-market leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease assets, gross | 62,822 | 89,640 |
Continuing and discontinuing operations | Below-market leases | ||
Capital Leased Assets [Line Items] | ||
Intangible lease liabilities, gross | 168,485 | 216,642 |
Less: accumulated amortization | (44,872) | (61,339) |
Intangible lease liabilities, net | $ 123,613 | $ 155,303 |
Investments - Schedule of Compo
Investments - Schedule of Components of Real Estate Investments Held Under Direct Financing Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Minimum lease payments receivable | $ 5,874 | $ 7,325 |
Estimated residual value of leased assets | 24,552 | 24,552 |
Unearned income | (5,617) | (7,012) |
Real estate assets under direct financing leases, net | $ 24,809 | $ 24,865 |
Investments - Schedule of Activ
Investments - Schedule of Activity in Real Estate Assets Held for Sale (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)Property | |
Number of Properties | |
Beginning Balance | Property | 15 |
Transfers from real estate investments held and used | Property | 9 |
Sales | Property | (6) |
Transfers to real estate investments held in use | Property | (7) |
Transfers to SMTA | Property | (5) |
Impairments | Property | 0 |
Ending Balance | Property | 6 |
Carrying Value | |
Beginning Balance | $ | $ 48,929 |
Transfers from real estate investments held and used | $ | 39,487 |
Sales | $ | (10,257) |
Transfers to real estate investments held in use | $ | (25,715) |
Transfers to SMTA | $ | (7,853) |
Impairments | $ | (990) |
Ending Balance | $ | $ 43,601 |
Investments - Summary of Total
Investments - Summary of Total Impairment Losses Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Real estate and intangible asset impairment | $ 1,113 | $ 32,676 | $ 16,737 | $ 82,553 |
Write-off of lease intangibles, net | 166 | 5,061 | 477 | 5,556 |
Recovery of loans receivable, previously impaired | 0 | 0 | (17) | 0 |
Total impairment loss | $ 1,279 | $ 37,737 | $ 17,197 | $ 88,109 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Aug. 18, 2016 | May 31, 2014 | |
Debt Instrument [Line Items] | ||||
Total debt, net | $ 2,064,268 | $ 1,712,846 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | 157,000 | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | 420,000 | |||
Deferred financing costs, net | (100) | (700) | ||
Master Trust Notes | ||||
Debt Instrument [Line Items] | ||||
Debt discount, net | 0 | (36,188) | ||
Deferred financing costs, net | (4,389) | (24,010) | ||
Total debt, net | 164,623 | 2,188,306 | ||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs, net | (5,300) | (8,000) | $ (19,600) | |
Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Weighted average stated rate | 4.45% | |||
Deferred financing costs, net | (2,800) | (3,000) | ||
Continuing and discontinuing operations | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | 2,097,602 | 3,740,651 | ||
Debt discount, net | (17,406) | (61,399) | ||
Deferred financing costs, net | (15,928) | (39,572) | ||
Total debt, net | $ 2,064,268 | 3,639,680 | ||
Continuing and discontinuing operations | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 5.04% | |||
Weighted average stated rate | 3.93% | |||
Weighted average maturity | 2 years 10 months 30 days | |||
Continuing and discontinuing operations | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | $ 157,000 | 112,000 | ||
Continuing and discontinuing operations | Revolving Credit Facility | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 5.42% | |||
Weighted average stated rate | 3.37% | |||
Weighted average maturity | 5 months 29 days | |||
Continuing and discontinuing operations | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | $ 420,000 | 0 | ||
Continuing and discontinuing operations | Term Loan | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 3.78% | |||
Weighted average stated rate | 3.57% | |||
Weighted average maturity | 1 month 2 days | |||
Continuing and discontinuing operations | Master Trust Notes | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | $ 169,012 | 2,248,504 | ||
Continuing and discontinuing operations | Master Trust Notes | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 5.89% | |||
Weighted average stated rate | 5.27% | |||
Weighted average maturity | 5 years 2 months 19 days | |||
Continuing and discontinuing operations | CMBS | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | $ 275,460 | 332,647 | ||
Continuing and discontinuing operations | CMBS | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 5.90% | |||
Weighted average stated rate | 5.51% | |||
Weighted average maturity | 4 years 8 months 25 days | |||
Continuing and discontinuing operations | Related Party Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | 0 | |||
Continuing and discontinuing operations | Related Party Notes Payable | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average stated rate | 1.00% | |||
Continuing and discontinuing operations | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | $ 747,500 | 747,500 | ||
Continuing and discontinuing operations | Convertible Notes | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 5.31% | |||
Weighted average stated rate | 3.28% | |||
Weighted average maturity | 1 year 6 months 16 days | |||
Continuing and discontinuing operations | Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Total debt, gross | $ 300,000 | $ 300,000 | ||
Continuing and discontinuing operations | Senior Unsecured Notes | Weighted Average | ||||
Debt Instrument [Line Items] | ||||
Weighted average effective interest rate | 4.60% | |||
Weighted average stated rate | 4.45% | |||
Weighted average maturity | 7 years 11 months 15 days |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Unsecured Debt | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, accordion feature, increase limit | $ 1,000,000,000 | |
Commitment fee | 0.25% | |
Origination costs | $ 4,800,000 | |
Line of credit facility, remaining borrowing capacity | $ 643,000,000 | |
Unsecured Debt | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee | 0.125% | |
Unsecured Debt | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee | 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% | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Total debt, gross | $ 157,000,000 | |
Revolving Credit Facility | Deferred Costs and Other Assets | ||
Line of Credit Facility [Line Items] | ||
Unamortized deferred financing costs | $ 700,000 | $ 1,600,000 |
Debt - Term Loan - Narrative (D
Debt - Term Loan - Narrative (Details) - Term Loan | Nov. 03, 2015USD ($)extension_option | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||
Current borrowing capacity | $ 420,000,000 | ||
Number of one-year extension options | extension_option | 2 | ||
Extension option, term | 1 year | ||
Accordion feature, maximum borrowing capacity | $ 600,000,000 | ||
Reborrow period after repayment | 30 days | ||
Period subject to occurrence limitation | 12 months | ||
Long-term Debt, Gross | $ 420,000,000 | ||
Debt Instrument, Unused Borrowing Capacity, Amount | 0 | ||
Origination costs | $ 2,400,000 | ||
Unamortized deferred financing costs | $ 100,000 | $ 700,000 | |
One-Month LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.35% | ||
Achievement of Two of Three Credit Ratings, S&P at least BBB-, Fitch at least BBB-, Moody's at least Baa3 | Minimum | 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 | Maximum | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.75% |
Debt - Senior Unsecured Notes -
Debt - Senior Unsecured Notes - Narrative (Details) - Senior Unsecured Notes - USD ($) | Aug. 18, 2016 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 300,000,000 | ||
Principal amount issued | 99.378% | ||
Proceeds from issuance of debt | $ 296,200,000 | ||
Stated interest rate | 4.45% | ||
Deferred financing costs | $ 3,400,000 | ||
Unamortized discount | $ 1,900,000 | $ 1,500,000 | $ 1,700,000 |
Unamortized deferred financing costs | $ 2,800,000 | $ 3,000,000 | |
Period Prior to June 15, 2026 | |||
Debt Instrument [Line Items] | |||
Redemption price, percent of principal amount | 100.00% |
Debt - Master Trust Notes - Nar
Debt - Master Trust Notes - Narrative (Details) | May 21, 2018USD ($) | Feb. 02, 2018USD ($) | Jan. 23, 2018USD ($) | Sep. 30, 2018USD ($)Property | Dec. 31, 2017 |
Master Trust 2013 Notes | |||||
Debt Instrument [Line Items] | |||||
Number of properties securing borrowings | Property | 269 | ||||
Master Trust Notes | Master Trust 2014 Series 2017-1 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of debt | $ 674,200,000 | ||||
Stated interest rate | 5.49% | 6.35% | |||
Proceeds from issuance of debt | $ 8,200,000 | ||||
Master Trust Notes | Master Trust 2014, Series 2014-2 | |||||
Debt Instrument [Line Items] | |||||
Debt extinguished | $ 11,600,000 | ||||
Master Trust Notes | Series 2013-1 Class A | |||||
Debt Instrument [Line Items] | |||||
Debt extinguished | $ 123,100,000 | ||||
Make-whole payment in debt extinguishment | $ 0 | ||||
Master Trust Notes | Series 2013-2, Class A | |||||
Debt Instrument [Line Items] | |||||
Debt extinguished | $ 15,200,000 | ||||
Make-whole payment in debt extinguishment | $ 934,000 |
Debt - Summary of Debt - Master
Debt - Summary of Debt - Master Trust Notes (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Total debt, net | $ 2,064,268 | $ 1,712,846 |
Master Trust Notes | ||
Debt Instrument [Line Items] | ||
Debt discount, net | 0 | (36,188) |
Deferred financing costs, net | (4,389) | (24,010) |
Total debt, net | 164,623 | 2,188,306 |
Master Trust Notes | Total Master Trust 2014 notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 1,935,800 |
Master Trust Notes | Series 2014-1 Class A2 | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 252,437 |
Master Trust Notes | Series 2014-2 | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 222,683 |
Master Trust Notes | Series 2014-3 | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 311,336 |
Master Trust Notes | Series 2014-4 Class A1 | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 150,000 |
Master Trust Notes | Series 2014-4 Class A2 | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 358,664 |
Master Trust Notes | Series 2017-1 Class A | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 0 | 515,280 |
Master Trust Notes | Series 2017-1 Class B | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 0 | 125,400 |
Master Trust Notes | Total Master Trust 2013 notes | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 5.30% | |
Maturity | 5 years 2 months 19 days | |
Total debt, gross | $ 169,012 | 312,704 |
Master Trust Notes | Series 2013-1 Class A | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 0 | 125,000 |
Master Trust Notes | Series 2013-2 Class A | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 5.30% | |
Maturity | 5 years 2 months 19 days | |
Total debt, gross | $ 169,012 | $ 187,704 |
Debt - CMBS - Narrative (Detail
Debt - CMBS - Narrative (Details) $ in Thousands | Jan. 22, 2018 | Sep. 30, 2018USD ($)Propertyloan | Sep. 30, 2018USD ($)Propertyloan | Sep. 30, 2018USD ($)PropertyloanLoan | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Weighted average stated interest rate, excluding defaulted loans | 5.35% | 5.35% | 5.35% | |||
Capitalized interest | $ 1,719 | $ 2,430 | ||||
CMBS Loans | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized deferred financing costs | 3,400 | $ 3,400 | $ 3,400 | $ 3,900 | ||
Unamortized discount | $ 100 | $ 100 | $ 100 | $ 100 | ||
CMBS Loans | CMBS | ||||||
Debt Instrument [Line Items] | ||||||
Number of loans secured by mortgage on leased properties and related assets | loan | 6 | 6 | 6 | |||
Number of properties securing borrowings | Property | 100 | 100 | 100 | |||
Number of properties securing loans | Property | 1 | 1 | 1 | |||
Default interest rate | 9.85% | 9.85% | 9.85% | |||
Debt default amount | $ 9,900 | $ 9,900 | $ 9,900 | |||
Capitalized interest | $ 3,100 | |||||
CMBS Loans | CMBS | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.67% | 4.67% | 4.67% | |||
CMBS Loans | CMBS | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 6.00% | 6.00% | 6.00% | |||
Discontinued Operations, Disposed of by Sale | CMBS Loans | ||||||
Debt Instrument [Line Items] | ||||||
Number of loans in default | 1 | 1 | ||||
10-year Mid-Market Swap Rate | Societe Generale And Barclays Bank PLC | Non-Recourse CMBS Loan Agreement | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.45% |
Debt - Related Party Mortgage L
Debt - Related Party Mortgage Loans Payable (Details) - Related Party Notes Payable - Affiliated entity - Mortgage loans payable $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)Propertyloan | |
Debt Instrument [Line Items] | |
Number of mortgage loans with related party | loan | 4 |
Outstanding principal of related parties notes payable | $ | $ 28,630 |
Weighted average contractual interest rate | 1.00% |
Weighted average maturity | 9 years 5 months 15 days |
Commercial Real Estate | |
Debt Instrument [Line Items] | |
Number of properties securing loans | Property | 6 |
Debt - Convertible Notes - Narr
Debt - Convertible Notes - Narrative (Details) - Convertible Senior Notes | May 31, 2014USD ($)$ / shares | Jun. 30, 2018 | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Debt conversion ratio | 0.0763636 | 0.0869923 | ||
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) | $ / shares | $ 0.14605 | |||
Debt discount, value of the embedded conversion premium | $ 56,700,000 | $ 16,000,000 | $ 23,700,000 | |
Unamortized deferred financing costs | 19,600,000 | $ 5,300,000 | $ 8,000,000 | |
Convertible Senior Notes Due 2019 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of debt | $ 402,500,000 | |||
Stated interest rate | 2.875% | |||
Convertible Senior Notes Due 2021 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of debt | $ 345,000,000 | |||
Stated interest rate | 3.75% |
Debt - Debt Extinguishment - Na
Debt - Debt Extinguishment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Gain on debt extinguishment | $ 0 | $ 1,792 | $ 27,092 | $ 1,769 |
Master Trust Notes | ||||
Debt Instrument [Line Items] | ||||
Debt extinguished | $ 179,300 | $ 101,000 | ||
Weighted average contractual interest rate | 5.69% | 5.84% | 5.69% | 5.84% |
Gain on debt extinguishment | $ 26,700 | |||
Master Trust Notes | CMBS Loans | ||||
Debt Instrument [Line Items] | ||||
Debt extinguished | $ 56,200 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Scheduled Debt Maturities | ||
Total debt, net | $ 2,064,268 | $ 1,712,846 |
Mortgages and Notes Payable | ||
Scheduled Debt Maturities | ||
Remainder of 2018 | 432,717 | |
2,019 | 571,172 | |
2,020 | 12,163 | |
2,021 | 357,737 | |
2,022 | 55,715 | |
Thereafter | 668,098 | |
Total debt, net | 2,097,602 | |
Mortgages and Notes Payable | Scheduled Principal | ||
Scheduled Debt Maturities | ||
Remainder of 2018 | 2,848 | |
2,019 | 11,672 | |
2,020 | 12,163 | |
2,021 | 12,737 | |
2,022 | 13,315 | |
Thereafter | 28,504 | |
Total debt, net | 81,239 | |
Mortgages and Notes Payable | Balloon Payment | ||
Scheduled Debt Maturities | ||
Remainder of 2018 | 429,869 | |
2,019 | 559,500 | |
2,020 | 0 | |
2,021 | 345,000 | |
2,022 | 42,400 | |
Thereafter | 639,594 | |
Total debt, net | $ 2,016,363 |
Debt - Schedule of Debt Matur_2
Debt - Schedule of Debt Maturities (Footnote) (Details) $ in Thousands | Nov. 03, 2015 | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($)loan | Sep. 30, 2018USD ($)Loan | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||
Capitalized interest | $ 1,719 | $ 2,430 | |||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 420,000 | 420,000 | $ 420,000 | $ 420,000 | |||
Extension option, term | 1 year | ||||||
CMBS | CMBS Loans | |||||||
Debt Instrument [Line Items] | |||||||
Debt default amount | 9,900 | 9,900 | 9,900 | 9,900 | |||
Capitalized interest | 3,100 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 157,000 | 157,000 | $ 157,000 | $ 157,000 | |||
Extension option, term | 1 year | ||||||
Discontinued Operations, Disposed of by Sale | CMBS Loans | |||||||
Debt Instrument [Line Items] | |||||||
Number of loans in default | 1 | 1 | |||||
Continuing and discontinuing operations | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 2,097,602 | 2,097,602 | $ 2,097,602 | $ 2,097,602 | $ 3,740,651 | ||
Continuing and discontinuing operations | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 420,000 | 420,000 | 420,000 | 420,000 | 0 | ||
Continuing and discontinuing operations | CMBS | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 275,460 | 275,460 | 275,460 | 275,460 | 332,647 | ||
Continuing and discontinuing operations | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 157,000 | $ 157,000 | $ 157,000 | $ 157,000 | $ 112,000 |
Debt - Summary of Components of
Debt - Summary of Components of Interest Expense Related to Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Non-cash interest expense: | ||||
Amortization of deferred financing costs | $ 7,442 | $ 7,274 | ||
Amortization of debt discount, net | 10,888 | 9,663 | ||
Total interest expense | $ 24,784 | $ 29,948 | 71,385 | 85,805 |
Revolving Credit Facility | ||||
Non-cash interest expense: | ||||
Facility fees | 500 | 500 | 1,600 | 1,600 |
Continuing and discontinuing operations | ||||
Non-cash interest expense: | ||||
Amortization of deferred financing costs | 1,890 | 2,451 | 7,442 | 7,274 |
Amortization of debt discount, net | 2,636 | 3,359 | 10,888 | 9,663 |
Total interest expense | 24,784 | 48,680 | 117,906 | 142,129 |
Continuing and discontinuing operations | Revolving Credit Facility | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 1,933 | 3,075 | 6,134 | 5,632 |
Continuing and discontinuing operations | Term Loan | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 2,677 | 2,768 | 2,677 | 7,525 |
Continuing and discontinuing operations | Senior Unsecured Notes | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 3,338 | 3,337 | 10,013 | 10,013 |
Continuing and discontinuing operations | Mortgages and Notes Payable | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 6,183 | 27,563 | 62,370 | 83,640 |
Continuing and discontinuing operations | Convertible Notes | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | $ 6,127 | $ 6,127 | $ 18,382 | $ 18,382 |
Stockholders' Equity and Part_3
Stockholders' Equity and Partners' Capital - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2018 | Aug. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares withheld for taxes | 300,000 | ||||||
Shares withheld for taxes, value | $ 2,300,000 | ||||||
Preferred stock, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Dividend rate | 6.00% | ||||||
Liquidation value (in dollars per share) | $ 25 | $ 25 | |||||
Dividend rate, quarterly basis (in dollars per share) | 0.375 | ||||||
Dividend rate, annual basis (in dollars per share) | $ 1.5 | ||||||
Less: dividends paid to preferred stockholders | $ 2,588,000 | $ 0 | $ 7,764,000 | $ 0 | |||
May 2,018 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Issuance of common shares (in shares) | 0 | ||||||
Stock repurchase program, period in force | 18 months | ||||||
Stock repurchase program, remaining authorized repurchase amount | 250,000,000 | $ 250,000,000 | |||||
August 2,017 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 250,000,000 | ||||||
Stock repurchase program, period in force | 18 months | ||||||
Stock repurchased during period (in shares) | 21,200,000 | ||||||
Stock repurchased, weighted average price (in dollars per share) | $ 7.90 | ||||||
Stock repurchase program, remaining authorized repurchase amount | 0 | $ 0 | |||||
Stock repurchased, fees acquired | 500,000 | ||||||
ATM Program, November 2016 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Gross proceeds capacity remaining | $ 500,000,000 | $ 500,000,000 |
Stockholders' Equity and Part_4
Stockholders' Equity and Partners' Capital - Summary of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 27, 2018 | May 29, 2018 | Mar. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Equity [Abstract] | |||||||
Preferred stock, dividend per share (in dollars per share) | $ 0.375 | $ 0.375 | $ 0.375 | ||||
Preferred stock, total amount | $ 2,588 | $ 2,588 | $ 2,588 | $ 7,764 | |||
Common stock, dividend per share (in dollars per share) | $ 0.12500 | $ 0.18000 | $ 0.18000 | $ 0.125 | $ 0.18 | $ 0.4850 | $ 0.54 |
Common stock, total amount | $ 53,560 | $ 77,143 | $ 78,581 | $ 209,270 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Nov. 25, 2015USD ($) | Sep. 30, 2018USD ($)tenantclaim | Sep. 30, 2018USD ($)tenantclaim | Apr. 01, 2016USD ($) | Sep. 08, 2015Property |
Loss Contingencies [Line Items] | |||||
Outstanding claims | claim | 0 | 0 | |||
Total commitments | $ 64,700,000 | $ 64,700,000 | |||
Total commitments relating to future acquisitions | 27,400,000 | $ 27,400,000 | |||
Contingently liable amount of debt owed by tenant | $ 5,700,000 | ||||
Number of tenants indemnified by | tenant | 1 | 1 | |||
Accrual for Environmental Loss Contingencies | $ 0 | $ 0 | |||
Haggen Operations Holdings, LLC Bankruptcy Claim | |||||
Loss Contingencies [Line Items] | |||||
Stipulated claims collected | 5,500,000 | ||||
Remaining claims | $ 21,900,000 | $ 21,900,000 | |||
Haggen Operations Holdings, LLC | |||||
Loss Contingencies [Line Items] | |||||
Bankruptcy claims settled | $ 3,400,000 | ||||
Albertons, LLC | |||||
Loss Contingencies [Line Items] | |||||
Bankruptcy claims settled | $ 3,000,000 | ||||
Spirit Realty, Inc. | Haggen Operations Holdings, LLC | |||||
Loss Contingencies [Line Items] | |||||
Initial litigation settlement | $ 21,000,000 | ||||
Subsidiaries | Haggen Operations Holdings, LLC | |||||
Loss Contingencies [Line Items] | |||||
Number of leased properties | Property | 20 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Property | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired long-lived assets held and used, properties | 6 | 18 |
Impaired long-lived assets held for sale, properties | 1 | 8 |
Fair Value Estimated Using Comparable Properties | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired long-lived assets held and used, properties | 17 | |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired long-lived assets held and used, properties | 3 | 1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets at Fair Value on Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | $ 13,516 | $ 28,312 |
Long-lived assets held for sale | 7,695 | 42,142 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | 0 | 0 |
Long-lived assets held for sale | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | 0 | 0 |
Long-lived assets held for sale | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-lived assets held and used | 13,516 | 28,312 |
Long-lived assets held for sale | $ 7,695 | $ 42,142 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs of Long-Lived Assets Held and Used (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018ft²$ / ft² | Dec. 31, 2017ft²$ / ft² | |
Fair Value Estimated Using Comparable Properties | Retail | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Square footage (in sqft) | ft² | 0 | 364,940 |
Fair Value Estimated Using Comparable Properties | Retail | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 0 | 55.68 |
Fair Value Estimated Using Comparable Properties | Retail | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 13.66 | |
Fair Value Estimated Using Comparable Properties | Retail | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 305.05 | |
Fair Value Estimated Using Comparable Properties | Industrial | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Square footage (in sqft) | ft² | 0 | 370,824 |
Fair Value Estimated Using Comparable Properties | Industrial | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 0 | 5.35 |
Fair Value Estimated Using Comparable Properties | Industrial | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 3.30 | |
Fair Value Estimated Using Comparable Properties | Industrial | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 8.56 | |
Fair Value Estimated Using Comparable Properties | Office | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Square footage (in sqft) | ft² | 0 | 161,346 |
Fair Value Estimated Using Comparable Properties | Office | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 0 | 40.14 |
Fair Value Estimated Using Comparable Properties | Office | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 24.82 | |
Fair Value Estimated Using Comparable Properties | Office | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 244.86 | |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 88.89 | |
Square footage (in sqft) | ft² | 21,759 | 22,500 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 573.56 | 88.89 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 185.42 | 88.89 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 638.72 | 88.89 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 225.04 | 0 |
Square footage (in sqft) | ft² | 5,999 | 0 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | Weighted Average | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 225.04 | 0 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 225.04 | |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Weighted average price (in USD per sqft) | 225.04 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Inputs of Long-Lived Assets Held for Sale (Details) - Fair Value Estimated Using Signed Purchase and Sale Agreement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018ft²$ / ft² | Dec. 31, 2017ft²$ / ft² | |
Retail | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Square footage (in sqft) | ft² | 63,128 | 150,376 |
Industrial | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Square footage (in sqft) | ft² | 0 | 223,747 |
Minimum | Retail | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Weighted average price (in USD per sqft) | 126.73 | 55.30 |
Minimum | Industrial | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Weighted average price (in USD per sqft) | 24.02 | |
Maximum | Retail | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Weighted average price (in USD per sqft) | 126.73 | 346.23 |
Maximum | Industrial | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Weighted average price (in USD per sqft) | 54.21 | |
Weighted Average | Retail | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Weighted average price (in USD per sqft) | 126.73 | 230.52 |
Weighted Average | Industrial | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Weighted average price (in USD per sqft) | 0 | 37.09 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Amount And Estimated Fair Value Of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | $ 52,001 | $ 79,967 |
Investment in Master Trust 2014 | 33,558 | 0 |
Revolving Credit Facility | 157,000 | 112,000 |
Convertible Notes, net | 726,261 | 715,881 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | 53,561 | 82,886 |
Investment in Master Trust 2014 | 33,307 | 0 |
Revolving Credit Facility | 157,957 | 111,997 |
Convertible Notes, net | 751,928 | 761,440 |
Term Loan | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans Payable, net | 419,920 | 0 |
Term Loan | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans Payable, net | 420,473 | 0 |
Senior Unsecured Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans Payable, net | 295,654 | 295,321 |
Senior Unsecured Notes | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans Payable, net | 287,667 | 299,049 |
Mortgages and Notes Payable | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans Payable, net | 465,433 | 2,516,478 |
Mortgages and Notes Payable | Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans Payable, net | $ 484,629 | $ 2,657,599 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | May 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Conversion of Stock, Shares Converted | 0.10 | ||
Spirit MTA REIT | Spinoff | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Reduction in goodwill as a result of the Spin-Off | $ 28.7 | ||
Cash inflows from continuing involvement subsequent to spin-off | $ 10.9 | $ 13 | |
Cash outflows from continuing involvement subsequent to spin-off | $ 21.7 | $ 28.8 |
Discontinued Operations - Disco
Discontinued Operations - Discontinued Operation, Balance Sheet Disclosures (Details) - Spirit MTA REIT - Spinoff $ in Thousands | Dec. 31, 2017USD ($) |
Assets | |
Land and improvements | $ 990,575 |
Buildings and improvements | 1,702,926 |
Total real estate investments | 2,693,501 |
Less: accumulated depreciation | (572,075) |
Total real estate investments, net | 2,121,426 |
Loans receivable, net | 1,501 |
Intangible lease assets, net | 103,651 |
Real estate assets held for sale, net | 28,460 |
Net investments | 2,255,038 |
Cash and cash equivalents | 6 |
Deferred costs and other assets, net | 109,096 |
Goodwill | 28,740 |
Total assets of discontinued operations | 2,392,880 |
Liabilities | |
Mortgages and notes payable, net | 1,926,834 |
Intangible lease liabilities, net | 24,729 |
Accounts payable, accrued expenses and other liabilities | 17,277 |
Total liabilities of discontinued operations | $ 1,968,840 |
Discontinued Operations - Dis_2
Discontinued Operations - Discontinued Operation, Statements of Operations Disclosures (Details) - Spirit MTA REIT - Spinoff - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disposal Group, Including Discontinued Operation, Revenue [Abstract] | ||||
Rentals | $ 0 | $ 56,276 | $ 99,816 | $ 171,684 |
Interest income on loans receivable | 0 | 138 | 1,495 | 377 |
Tenant reimbursement income | 0 | 1,421 | 856 | 2,214 |
Other income | 0 | 2,994 | 776 | 5,444 |
Total revenues | 0 | 60,829 | 102,943 | 179,719 |
Disposal Group, Including Discontinued Operation, Expenses [Abstract] | ||||
General and administrative | 0 | 1,000 | 707 | 3,203 |
Transaction costs | 966 | 2,660 | 20,931 | 3,145 |
Property costs (including reimbursable) | 0 | 2,900 | 3,268 | 7,570 |
Real estate acquisition costs | 0 | 19 | 339 | (78) |
Interest | 0 | 18,732 | 46,521 | 56,324 |
Depreciation and amortization | 0 | 20,355 | 35,461 | 62,253 |
Impairments (recoveries) | 0 | 15,436 | 10,943 | 27,851 |
Total expenses | 966 | 61,102 | 118,170 | 160,268 |
(Loss) income from discontinued operations before other (loss) income and income tax benefit (expense) | (966) | (273) | (15,227) | 19,451 |
(Loss) gain on debt extinguishment | 0 | 0 | (363) | 1 |
(Loss) gain on disposition of assets | 0 | (1,382) | (274) | 18,211 |
Total other (loss) income | 0 | (1,382) | (637) | 18,212 |
(Loss) income from discontinued operations before income tax benefit (expense) | (966) | (1,655) | (15,864) | 37,663 |
Income tax benefit (expense) | 0 | 155 | (115) | 2 |
(Loss) income from discontinued operations | $ (966) | $ (1,500) | $ (15,979) | $ 37,665 |
Discontinued Operations - Dis_3
Discontinued Operations - Discontinued Operation, Statements of Cash Flows Disclosures (Details) - Spirit MTA REIT - Spinoff - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net cash provided by operating activities | $ 36,924 | $ 115,531 |
Net cash (used in) provided by investing activities | $ (31,452) | $ 123,179 |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) $ in Millions | May 31, 2018USD ($)shares | May 01, 2018 | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Spin-off transaction, stock issuance ratio | 0.1 | ||||||
Unamortized stock-based compensation expense | $ 18.4 | $ 18.4 | $ 17.7 | ||||
General and administrative expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 3.1 | $ 2.3 | 12.2 | $ 13.8 | |||
Non-vested Shares of Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deferred compensation expense | $ 8.2 | ||||||
Outstanding unvested shares | shares | 1,700,000 | 1,700,000 | |||||
Unamortized stock-based compensation expense | $ 9.8 | $ 9.8 | 10 | ||||
Non-vested Shares of Restricted Stock | Spirit MTA REIT | Spinoff | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense accelerated due to spin-off | $ 1.4 | ||||||
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Minimum required service period | 3 years | ||||||
Number of shares available for grant | shares | 134,432 | 504,497 | 504,497 | ||||
Dividend rights accrued | $ 1.5 | $ 1.5 | 0.8 | ||||
Potential grants in period based on total shareholder return (in shares) | shares | 2,100,000 | 2,100,000 | |||||
Unamortized stock-based compensation expense | $ 8.6 | $ 8.6 | $ 7.7 | ||||
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% | ||||||
Executives Officers and Employees | Non-vested Shares of Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period (in shares) | shares | 1,000,000 |
Income Per Share and Partners_3
Income Per Share and Partnership Unit - 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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Basic and diluted income: | ||||
Income from continuing operations | $ 31,022 | $ 6,822 | $ 93,917 | $ 3,692 |
Less: income attributable to unvested restricted stock | (204) | (265) | (932) | (682) |
Less: dividends paid to preferred stockholders | (2,588) | 0 | (7,764) | 0 |
Income used in basic and diluted income (loss) per share from continuing operations | 28,230 | 6,557 | 85,221 | 3,010 |
(Loss) income used in basic and diluted (loss) income per share from discontinued operations | (966) | (1,500) | (15,979) | 37,665 |
Net income attributable to common stockholders used in basic and diluted income per share | $ 27,264 | $ 5,057 | $ 69,242 | $ 40,675 |
Basic weighted average shares of common stock outstanding: | ||||
Weighted average shares of common stock outstanding | 428,541,520 | 458,035,972 | 434,989,430 | 473,919,177 |
Less: Unvested weighted average shares of restricted stock | (1,862,941) | (1,364,355) | (1,826,670) | (1,220,485) |
Weighted average shares of common stock outstanding used in basic income per share | 426,678,579 | 456,671,617 | 433,162,760 | 472,698,692 |
Net income per share attributable to common stockholders - basic: | ||||
Continuing operations (in dollars per share) | $ 0.06 | $ 0.01 | $ 0.20 | $ 0.01 |
Discontinued operations (in USD per share) | 0 | 0 | (0.04) | 0.08 |
Net income per share attributable to common stockholders—basic (in dollars per share) | $ 0.06 | $ 0.01 | $ 0.16 | $ 0.09 |
Dilutive weighted average shares of common stock outstanding: | ||||
Weighted average shares of common stock outstanding used in diluted income per share | 427,890,152 | 456,671,617 | 433,940,701 | 472,698,692 |
Net income per share attributable to common stockholders - diluted | ||||
Continuing operations (in dollars per share) | $ 0.06 | $ 0.01 | $ 0.20 | $ 0.01 |
Discontinued operations (in USD per share) | 0 | 0 | (0.04) | 0.08 |
Net income per share attributable to common stockholders—diluted (in USD per share) | $ 0.06 | $ 0.01 | $ 0.16 | $ 0.09 |
Potentially dilutive shares of common stock | ||||
Potentially dilutive shares | 528,005 | 0 | 402,681 | 32,150 |
Unvested shares of restricted stock, less shares assumed repurchased at market | ||||
Potentially dilutive shares of common stock | ||||
Potentially dilutive shares | 528,005 | 0 | 402,681 | 32,150 |
Unvested performance shares | ||||
Dilutive weighted average shares of common stock outstanding: | ||||
Unvested performance share/stock options (in shares) | 1,211,511 | 0 | 777,941 | 0 |
Stock options | ||||
Dilutive weighted average shares of common stock outstanding: | ||||
Unvested performance share/stock options (in shares) | 62 | 0 | 0 | 0 |
Income Per Share and Partners_4
Income Per Share and Partnership Unit - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive shares, convertible debt | 0 | 0 |
Related Party Transactions an_2
Related Party Transactions and Arrangements - Related Party Agreements And Acquisitions (Details) - Affiliated entity | May 31, 2018USD ($) | Sep. 30, 2018USD ($)Property |
Spirit MTA REIT | ||
Related Party Transaction [Line Items] | ||
Loan receivable to related party | $ 3,000,000 | |
Due from related parties | $ 100,000 | |
Due to related parties | $ 400,000 | |
Rent Reimbursement | Spirit MTA REIT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 2,000,000 | |
Rent reimbursement receivable period | 60 days | |
Spirit MTA REIT | Acquisition Of Properties [Member] | ||
Related Party Transaction [Line Items] | ||
Number of properties assigned to related party | Property | 3 | |
Purchases made from related party | $ 392,500 |
Related Party Transactions an_3
Related Party Transactions and Arrangements - Asset Management Agreement (Details) - USD ($) | May 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Related Party Transaction [Line Items] | |||||
Related party fee income | $ 6,750,000 | $ 0 | $ 8,969,000 | $ 0 | |
Affiliated entity | Asset management agreement | |||||
Related Party Transaction [Line Items] | |||||
Annual management revenue in related party transaction | $ 20,000,000 | ||||
Related party fee income | 5,000,000 | 6,700,000 | |||
Due from related parties | 1,700,000 | $ 1,700,000 | |||
Spirit MTA REIT | Affiliated entity | Acquisition Of Properties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Purchases made from related party | $ 392,500 |
Related Party Transactions an_4
Related Party Transactions and Arrangements - Management and Servicing Agreement (Details) - USD ($) | May 20, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Related Party Transaction [Line Items] | |||||
Related party fee income | $ 6,750,000 | $ 0 | $ 8,969,000 | $ 0 | |
Affiliated entity | Property management | |||||
Related Party Transaction [Line Items] | |||||
Annual management fees rate | 0.25% | ||||
Related party fee income | 1,600,000 | 2,100,000 | |||
Affiliated entity | Special servicing fees | |||||
Related Party Transaction [Line Items] | |||||
Annual management fees rate | 0.75% | ||||
Related party fee income | 190,000 | 242,000 | |||
Affiliated entity | Property Management and Servicing Agreement | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 400,000 | $ 400,000 |
Related Party Transactions an_5
Related Party Transactions and Arrangements - Investments in SMTA (Details) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||
Preferred stock, shares issued | 6,900,000 | 6,900,000 | 6,900,000 | ||
Dividend rate | 6.00% | ||||
Liquidation value (in dollars per share) | $ 25 | $ 25 | |||
Preferred equity investment in SMTA | $ 150,000 | $ 150,000 | $ 0 | ||
Sale of SubREIT preferred shares | 5,000 | $ 0 | |||
Affiliated entity | |||||
Related Party Transaction [Line Items] | |||||
Dividend income on SMTA Preferred Stock | 3,800 | 5,000 | |||
Dividends Receivable | 3,800 | 3,800 | |||
Spirit MTA REIT | Affiliated entity | |||||
Related Party Transaction [Line Items] | |||||
Preferred stock, shares issued | 6,000,000 | ||||
Aggregate liquidation preference amount | $ 150,000 | ||||
Dividend rate | 10.00% | ||||
Liquidation value (in dollars per share) | $ 25 | ||||
Liquidation value on a quarterly basis (in dollars per share) | 0.625 | ||||
Liquidation value on an annual basis (in dollars per share) | $ 2.50 | ||||
Spirit Realty, L.P. | |||||
Related Party Transaction [Line Items] | |||||
Preferred equity investment in SMTA | $ 150,000 | 150,000 | $ 0 | ||
Sale of SubREIT preferred shares | $ 5,000 | $ 0 |
Related Party Transactions an_6
Related Party Transactions and Arrangements - Mortgage Loans Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Affiliated entity | Mortgage loans payable | ||
Related Party Transaction [Line Items] | ||
Interest expense on note payable | $ 72,200 | $ 96,700 |
Related Party Transactions an_7
Related Party Transactions and Arrangements - Notes Receivable (Details) - Affiliated entity - Master Trust 2014 Series 2017-1 $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Related Party Transaction [Line Items] | ||
Percentage of economic interest | 5.00% | 5.00% |
Notes receivable from related parties | $ 33.6 | $ 33.6 |
Interest income earned from related parties note | $ 0.4 | $ 0.5 |
Weighted average stated interest rate of loans receivable | 4.60% | |
Remaining term of loans receivable | 4 years 2 months 12 days |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||||||||||
Investment in preferred shares | $ 150,000 | $ 0 | ||||||||
Non-cash distribution to SMTA, net | 142,924 | 0 | ||||||||
Relief of debt through sale or foreclosure of real estate properties | 56,119 | 39,141 | ||||||||
Reclass of residual value on expired deferred financing lease to operating asset | 0 | 11,088 | ||||||||
Net real estate and other collateral assets sold or surrendered to lender | 28,271 | 35,008 | ||||||||
Accrued interest capitalized to principal | 1,719 | 2,430 | ||||||||
Accrued performance share dividend rights | 811 | 699 | ||||||||
Distributions declared and unpaid | $ 54,217 | $ 82,062 | 54,217 | 82,062 | ||||||
Accrued deferred financing costs | 0 | 1,373 | ||||||||
Financing provided in connection with disposition of assets | 2,888 | 15,015 | ||||||||
Cash Paid for Taxes | 379 | $ 647 | $ 107 | 123 | $ 661 | $ 88 | $ 754 | $ 749 | 1,133 | 872 |
Cash Paid for Interest | $ 17,087 | $ 38,408 | $ 38,555 | $ 39,030 | $ 43,237 | $ 38,899 | $ 76,963 | $ 82,136 | $ 94,050 | $ 121,166 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Sep. 30, 2018USD ($) |
Term Loan | |
Subsequent Event [Line Items] | |
Long-term Debt, Gross | $ 420 |