Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 28, 2020 | |
Document Information [Line Items] | ||
Entity Registrant Name | SPIRIT REALTY CAPITAL, INC. | |
Entity Central Index Key | 0001308606 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 103,043,105 | |
Entity File Number | 001-36004 | |
Entity Tax Identification Number | 20-1676382 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 2727 North Harwood Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 972 | |
Local Phone Number | 476-1900 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | SRC | |
Title of 12(b) Security | Common stock, par value $0.05 per share | |
Security Exchange Name | NYSE | |
6.000% Series A Cumulative Redeemable Preferred Stock | ||
Document Information [Line Items] | ||
Trading Symbol | SRC-A | |
Title of 12(b) Security | 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Spirit Realty, L.P. | ||
Document Information [Line Items] | ||
Entity Registrant Name | SPIRIT REALTY, L.P. | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity File Number | 333-216815-01 | |
Entity Tax Identification Number | 20-1127940 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Real estate investments: | ||
Land and improvements | $ 1,926,442 | $ 1,910,287 |
Buildings and improvements | 3,953,843 | 3,840,220 |
Total real estate investments | 5,880,285 | 5,750,507 |
Less: accumulated depreciation | (777,938) | (717,097) |
Net real estate held for investment | 5,102,347 | 5,033,410 |
Loans receivable, net | 29,163 | 34,465 |
Intangible lease assets, net | 350,466 | 385,079 |
Real estate assets under direct financing leases, net | 7,300 | 14,465 |
Real estate assets held for sale, net | 12,708 | 1,144 |
Net investments | 5,501,984 | 5,468,563 |
Cash and cash equivalents | 97,190 | 14,492 |
Deferred costs and other assets, net | 153,064 | 124,006 |
Goodwill | 225,600 | 225,600 |
Total assets | 5,977,838 | 5,832,661 |
Liabilities: | ||
Revolving credit facilities | 116,500 | |
Term loans, net | 397,824 | |
Senior Unsecured Notes, net | 1,484,884 | 1,484,066 |
Mortgages and notes payable, net | 214,338 | 216,049 |
Convertible Notes, net | 339,462 | 336,402 |
Total debt, net | 2,436,508 | 2,153,017 |
Intangible lease liabilities, net | 120,934 | 127,335 |
Accounts payable, accrued expenses and other liabilities | 136,588 | 139,060 |
Total liabilities | 2,694,030 | 2,419,412 |
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 June 30, 2020 and December 31, 2019 | 166,177 | 166,177 |
Common stock, $0.05 par value, 175,000,000 shares authorized: 103,043,270 and 102,476,152 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 5,152 | 5,124 |
Capital in excess of common stock par value | 5,710,386 | 5,686,247 |
Accumulated deficit | (2,587,850) | (2,432,838) |
Accumulated other comprehensive loss | (10,057) | (11,461) |
Total stockholders’ equity | 3,283,808 | 3,413,249 |
Partnership units | ||
Total liabilities and stockholders’ equity/partners' capital | 5,977,838 | 5,832,661 |
Spirit Realty, L.P. | ||
Real estate investments: | ||
Land and improvements | 1,926,442 | 1,910,287 |
Buildings and improvements | 3,953,843 | 3,840,220 |
Total real estate investments | 5,880,285 | 5,750,507 |
Less: accumulated depreciation | (777,938) | (717,097) |
Net real estate held for investment | 5,102,347 | 5,033,410 |
Loans receivable, net | 29,163 | 34,465 |
Intangible lease assets, net | 350,466 | 385,079 |
Real estate assets under direct financing leases, net | 7,300 | 14,465 |
Real estate assets held for sale, net | 12,708 | 1,144 |
Net investments | 5,501,984 | 5,468,563 |
Cash and cash equivalents | 97,190 | 14,492 |
Deferred costs and other assets, net | 153,064 | 124,006 |
Goodwill | 225,600 | 225,600 |
Total assets | 5,977,838 | 5,832,661 |
Liabilities: | ||
Revolving credit facilities | 116,500 | |
Term loans, net | 397,824 | |
Senior Unsecured Notes, net | 1,484,884 | 1,484,066 |
Notes payable to Spirit Realty Capital, Inc., net | 339,462 | 336,402 |
Mortgages and notes payable, net | 214,338 | 216,049 |
Total debt, net | 2,436,508 | 2,153,017 |
Intangible lease liabilities, net | 120,934 | 127,335 |
Accounts payable, accrued expenses and other liabilities | 136,588 | 139,060 |
Total liabilities | 2,694,030 | 2,419,412 |
Commitments and contingencies (see Note 6) | ||
Partnership units | ||
General partner's capital: 797,644 units issued and outstanding as of both June 30, 2020 and December 31, 2019 | 21,236 | 22,389 |
Limited partners' preferred capital: 6,900,000 units issued and outstanding as of both June 30, 2020 and December 31, 2019 | 166,177 | 166,177 |
Limited partners' common capital: 102,245,626 and 101,678,508 units issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 3,096,395 | 3,224,683 |
Total partners' capital | 3,283,808 | 3,413,249 |
Total liabilities and stockholders’ equity/partners' capital | $ 5,977,838 | $ 5,832,661 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | |
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) | $ 0.05 | $ 0.05 | |
Common stock, shares authorized | 175,000,000 | 175,000,000 | |
Common stock, shares issued | 103,043,270 | 102,476,152 | |
Common stock, shares outstanding | 103,043,270 | 102,476,152 | |
Spirit Realty, L.P. | General Partner's Capital | |||
Partnership units | |||
General partners' capital, units issued | 797,644 | 797,644 | |
General partners' capital, units outstanding | [1] | 797,644 | 797,644 |
Spirit Realty, L.P. | Limited Partners' Capital | |||
Partnership units | |||
Limited partners' common capital, units issued | 102,245,626 | 101,678,508 | |
Limited partners' common capital, units outstanding | [2] | 102,245,626 | 101,678,508 |
Spirit Realty, L.P. | Limited Partners' Capital | Limited Partner Series A Preferred Units | |||
Partnership units | |||
Limited partners' preferred capital, units issued | 6,900,000 | 6,900,000 | |
Limited partners' preferred capital, units outstanding | [2] | 6,900,000 | 6,900,000 |
[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. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Rental income | $ 117,190 | $ 106,506 | $ 238,553 | $ 210,573 |
Interest income on loans receivable | 390 | 920 | 809 | 1,906 |
Earned income from direct financing leases | 131 | 308 | 308 | 704 |
Related party fee income | 250 | 7,249 | 500 | 14,176 |
Other income | 563 | 762 | 1,074 | 979 |
Total revenues | 118,524 | 115,745 | 241,244 | 228,338 |
Expenses: | ||||
General and administrative | 11,975 | 13,833 | 25,465 | 27,014 |
Property costs (including reimbursable) | 7,234 | 4,407 | 13,170 | 9,561 |
Deal pursuit costs | 14 | 173 | 1,033 | 244 |
Interest | 26,095 | 25,176 | 51,454 | 51,787 |
Depreciation and amortization | 53,160 | 41,342 | 105,396 | 82,691 |
Impairments | 21,049 | 3,607 | 61,823 | 7,299 |
Total expenses | 119,527 | 88,538 | 258,341 | 178,596 |
Other income: | ||||
Loss on debt extinguishment | (14,676) | (5,893) | ||
Gain on disposition of assets | 658 | 29,776 | 1,046 | 38,506 |
Preferred dividend income from SMTA | 3,750 | 7,500 | ||
Total other income | 658 | 18,850 | 1,046 | 40,113 |
(Loss) income before income tax expense | (345) | 46,057 | (16,051) | 89,855 |
Income tax expense | (68) | (320) | (209) | (540) |
Net (loss) income | (413) | 45,737 | (16,260) | 89,315 |
Dividends paid to preferred shareholders | (2,588) | (2,588) | (5,176) | (5,176) |
Net (loss) income attributable to common stockholders/after preferred distributions | $ (3,001) | $ 43,149 | $ (21,436) | $ 84,139 |
Net (loss) income per share attributable to common stockholders: | ||||
Basic (in USD per share) | $ (0.03) | $ 0.49 | $ (0.21) | $ 0.97 |
Diluted (in USD per share) | $ (0.03) | $ 0.49 | $ (0.21) | $ 0.96 |
Weighted average shares of common stock outstanding: | ||||
Basic (in shares) | 102,678,967 | 87,001,987 | 102,454,557 | 86,253,698 |
Diluted (in shares) | 102,678,967 | 87,890,699 | 102,454,557 | 86,779,297 |
Weighted average partnership units outstanding: | ||||
Dividends declared per common share/per partnership unit issued (in USD per share) | $ 0.6250 | $ 0.6250 | $ 1.2500 | $ 1.2500 |
Spirit Realty, L.P. | ||||
Revenues: | ||||
Rental income | $ 117,190 | $ 106,506 | $ 238,553 | $ 210,573 |
Interest income on loans receivable | 390 | 920 | 809 | 1,906 |
Earned income from direct financing leases | 131 | 308 | 308 | 704 |
Related party fee income | 250 | 7,249 | 500 | 14,176 |
Other income | 563 | 762 | 1,074 | 979 |
Total revenues | 118,524 | 115,745 | 241,244 | 228,338 |
Expenses: | ||||
General and administrative | 11,975 | 13,833 | 25,465 | 27,014 |
Property costs (including reimbursable) | 7,234 | 4,407 | 13,170 | 9,561 |
Deal pursuit costs | 14 | 173 | 1,033 | 244 |
Interest | 26,095 | 25,176 | 51,454 | 51,787 |
Depreciation and amortization | 53,160 | 41,342 | 105,396 | 82,691 |
Impairments | 21,049 | 3,607 | 61,823 | 7,299 |
Total expenses | 119,527 | 88,538 | 258,341 | 178,596 |
Other income: | ||||
Loss on debt extinguishment | (14,676) | (5,893) | ||
Gain on disposition of assets | 658 | 29,776 | 1,046 | 38,506 |
Preferred dividend income from SMTA | 3,750 | 7,500 | ||
Total other income | 658 | 18,850 | 1,046 | 40,113 |
(Loss) income before income tax expense | (345) | 46,057 | (16,051) | 89,855 |
Income tax expense | (68) | (320) | (209) | (540) |
Net (loss) income | (413) | 45,737 | (16,260) | 89,315 |
Dividends paid to preferred shareholders | (2,588) | (2,588) | (5,176) | (5,176) |
Net (loss) income attributable to common stockholders/after preferred distributions | (3,001) | 43,149 | (21,436) | 84,139 |
Net (loss) income attributable to the general partner | (23) | 394 | (166) | 774 |
Net (loss) income attributable to the limited partners | $ (390) | $ 45,343 | $ (16,094) | $ 88,541 |
Net (loss) income per partnership unit: | ||||
Basic | $ (0.03) | $ 0.49 | $ (0.21) | $ 0.97 |
Diluted | $ (0.03) | $ 0.49 | $ (0.21) | $ 0.96 |
Weighted average partnership units outstanding: | ||||
Basic | 102,678,967 | 87,001,987 | 102,454,557 | 86,253,698 |
Diluted | 102,678,967 | 87,890,699 | 102,454,557 | 86,779,297 |
Dividends declared per common share/per partnership unit issued (in USD per share) | $ 0.6250 | $ 0.6250 | $ 1.2500 | $ 1.2500 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net (loss) income available to common stockholders | $ (3,001) | $ 43,149 | $ (21,436) | $ 84,139 |
Other comprehensive income (loss): | ||||
Net reclassification of amounts from (to) AOCL | 702 | (8,754) | 1,404 | (13,775) |
Total comprehensive (loss) income | (2,299) | 34,395 | (20,032) | 70,364 |
Spirit Realty, L.P. | ||||
Net (loss) income available to common stockholders | (3,001) | 43,149 | (21,436) | 84,139 |
Other comprehensive income (loss): | ||||
Net reclassification of amounts from (to) AOCL | 702 | (8,754) | 1,404 | (13,775) |
Total comprehensive (loss) income | $ (2,299) | $ 34,395 | $ (20,032) | $ 70,364 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | AOCL |
Beginning balance, value at Dec. 31, 2018 | $ 2,801,749 | $ 166,177 | $ 4,289 | $ 4,995,697 | $ (2,357,255) | $ (7,159) |
Preferred shares outstanding, beginning balance at Dec. 31, 2018 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Dec. 31, 2018 | 85,787,355 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 43,578 | 43,578 | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net (loss) income attributable to common stockholders/after preferred distributions | 40,990 | 40,990 | ||||
Other comprehensive income (loss) | (5,021) | (5,021) | ||||
Dividends declared on common stock | (54,254) | (54,254) | ||||
Tax withholdings related to net stock settlements | (704) | $ (1) | (703) | |||
Tax withholdings related to net stock settlements (in shares) | (17,800) | |||||
Issuance of stock | 32,686 | $ 45 | 32,641 | |||
Issuance of stock (in shares) | 893,526 | |||||
Other | (79) | (79) | ||||
Stock-based compensation, net | 3,269 | $ 8 | 3,570 | (309) | ||
Stock-based compensation, net (in shares) | 148,705 | |||||
Ending balance, value at Mar. 31, 2019 | 2,818,636 | $ 166,177 | $ 4,341 | 5,031,829 | (2,371,531) | (12,180) |
Preferred shares outstanding, ending balance at Mar. 31, 2019 | 6,900,000 | |||||
Common shares outstanding, ending balance at Mar. 31, 2019 | 86,811,786 | |||||
Beginning balance, value at Dec. 31, 2018 | 2,801,749 | $ 166,177 | $ 4,289 | 4,995,697 | (2,357,255) | (7,159) |
Preferred shares outstanding, beginning balance at Dec. 31, 2018 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Dec. 31, 2018 | 85,787,355 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 89,315 | |||||
Net (loss) income attributable to common stockholders/after preferred distributions | 84,139 | |||||
Ending balance, value at Jun. 30, 2019 | 2,929,460 | $ 166,177 | $ 4,506 | 5,165,396 | (2,385,685) | (20,934) |
Preferred shares outstanding, ending balance at Jun. 30, 2019 | 6,900,000 | |||||
Common shares outstanding, ending balance at Jun. 30, 2019 | 90,110,727 | |||||
Beginning balance, value at Mar. 31, 2019 | 2,818,636 | $ 166,177 | $ 4,341 | 5,031,829 | (2,371,531) | (12,180) |
Preferred shares outstanding, beginning balance at Mar. 31, 2019 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Mar. 31, 2019 | 86,811,786 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 45,737 | 45,737 | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net (loss) income attributable to common stockholders/after preferred distributions | 43,149 | 43,149 | ||||
Other comprehensive income (loss) | (8,754) | (8,754) | ||||
Dividends declared on common stock | (56,318) | (56,318) | ||||
Tax withholdings related to net stock settlements | (678) | $ (1) | (677) | |||
Tax withholdings related to net stock settlements (in shares) | (16,367) | |||||
Issuance of stock | 129,850 | $ 165 | 129,685 | |||
Issuance of stock (in shares) | 3,292,102 | |||||
Stock-based compensation, net | 3,575 | $ 1 | 3,882 | (308) | ||
Stock-based compensation, net (in shares) | 23,206 | |||||
Ending balance, value at Jun. 30, 2019 | 2,929,460 | $ 166,177 | $ 4,506 | 5,165,396 | (2,385,685) | (20,934) |
Preferred shares outstanding, ending balance at Jun. 30, 2019 | 6,900,000 | |||||
Common shares outstanding, ending balance at Jun. 30, 2019 | 90,110,727 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 3,413,249 | $ 166,177 | $ 5,124 | 5,686,247 | (2,432,838) | (11,461) |
Preferred shares outstanding, beginning balance at Dec. 31, 2019 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, beginning balance at Dec. 31, 2019 | 102,476,152 | 102,476,152 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | $ (15,847) | (15,847) | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net (loss) income attributable to common stockholders/after preferred distributions | (18,435) | (18,435) | ||||
Other comprehensive income (loss) | 702 | 702 | ||||
Dividends declared on common stock | (64,338) | (64,338) | ||||
Tax withholdings related to net stock settlements | (2,349) | $ (2) | (2,347) | |||
Tax withholdings related to net stock settlements (in shares) | (44,488) | |||||
Issuance of stock | 17,598 | $ 18 | 17,580 | |||
Issuance of stock (in shares) | 362,481 | |||||
Stock-based compensation, net | 2,981 | $ 7 | 3,444 | (470) | ||
Stock-based compensation, net (in shares) | 148,017 | |||||
Ending balance, value at Mar. 31, 2020 | 3,349,408 | $ 166,177 | $ 5,147 | 5,707,271 | (2,518,428) | (10,759) |
Preferred shares outstanding, ending balance at Mar. 31, 2020 | 6,900,000 | |||||
Common shares outstanding, ending balance at Mar. 31, 2020 | 102,942,162 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 3,413,249 | $ 166,177 | $ 5,124 | 5,686,247 | (2,432,838) | (11,461) |
Preferred shares outstanding, beginning balance at Dec. 31, 2019 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, beginning balance at Dec. 31, 2019 | 102,476,152 | 102,476,152 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | $ (16,260) | |||||
Net (loss) income attributable to common stockholders/after preferred distributions | $ (21,436) | |||||
Tax withholdings related to net stock settlements (in shares) | (117,500) | |||||
Ending balance, value at Jun. 30, 2020 | $ 3,283,808 | $ 166,177 | $ 5,152 | 5,710,386 | (2,587,850) | (10,057) |
Preferred shares outstanding, ending balance at Jun. 30, 2020 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, ending balance at Jun. 30, 2020 | 103,043,270 | 103,043,270 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 3,349,408 | $ 166,177 | $ 5,147 | 5,707,271 | (2,518,428) | (10,759) |
Preferred shares outstanding, beginning balance at Mar. 31, 2020 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Mar. 31, 2020 | 102,942,162 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (413) | (413) | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net (loss) income attributable to common stockholders/after preferred distributions | (3,001) | (3,001) | ||||
Other comprehensive income (loss) | 702 | 702 | ||||
Dividends declared on common stock | (64,402) | (64,402) | ||||
Tax withholdings related to net stock settlements | (2,031) | $ (4) | (2,027) | |||
Tax withholdings related to net stock settlements (in shares) | (73,055) | |||||
Issuance of stock | (185) | (185) | ||||
Stock-based compensation, net | 3,317 | $ 9 | 3,300 | 8 | ||
Stock-based compensation, net (in shares) | 174,163 | |||||
Ending balance, value at Jun. 30, 2020 | $ 3,283,808 | $ 166,177 | $ 5,152 | $ 5,710,386 | $ (2,587,850) | $ (10,057) |
Preferred shares outstanding, ending balance at Jun. 30, 2020 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, ending balance at Jun. 30, 2020 | 103,043,270 | 103,043,270 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
Operating activities | |||
Net (loss) income | $ (16,260) | $ 89,315 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 105,396 | 82,691 | |
Impairments | 61,823 | 7,299 | |
Amortization of deferred financing costs | 2,598 | 3,805 | |
Amortization of debt discounts | 2,466 | 4,626 | |
Amortization of deferred losses on interest rate swaps | 1,404 | ||
Stock-based compensation expense | 6,760 | 7,461 | |
Loss on debt extinguishment | 5,893 | ||
Gain on dispositions of real estate and other assets | (1,046) | (38,506) | |
Non-cash revenue | (5,518) | (8,237) | |
Bad debt expense and other | 236 | 162 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | (23,658) | (1,313) | |
Accounts payable, accrued expenses and other liabilities | (1,190) | (8,921) | |
Net cash provided by operating activities | 133,011 | 144,275 | |
Investing activities | |||
Acquisitions of real estate | (218,935) | (447,499) | |
Capitalized real estate expenditures | (8,296) | (25,680) | |
Collections of principal on loans receivable | 2,710 | 8,080 | |
Proceeds from dispositions of real estate and other assets, net | 17,681 | 163,165 | |
Net cash used in investing activities | (206,840) | (301,934) | |
Financing activities | |||
Borrowings under revolving credit facilities | 1,123,000 | 615,700 | |
Repayments under revolving credit facilities | (1,239,500) | (762,000) | |
Repayments under mortgages and notes payable | (2,021) | (171,279) | |
Borrowings under term loans | 400,000 | 820,000 | |
Repayments under term loans | (420,000) | ||
Repayments under Convertible Notes | (402,500) | ||
Borrowings under Senior Unsecured Notes | 399,696 | ||
Debt extinguishment costs | (12,314) | ||
Deferred financing costs | (2,377) | (13,916) | |
Proceeds from issuance of common stock, net of offering costs | 17,553 | 162,270 | |
Repurchase of shares of common stock, including tax withholdings related to net stock settlements | (4,380) | (1,382) | |
Common stock dividends paid | (129,908) | (107,872) | |
Preferred stock dividends paid | (5,176) | (5,176) | |
Net cash provided by financing activities | 157,191 | 101,227 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 83,362 | (56,432) | |
Cash, cash equivalents and restricted cash, beginning of period | 26,023 | 77,421 | |
Cash, cash equivalents and restricted cash, end of period | 109,385 | 20,989 | |
Cash paid for interest | 40,992 | 43,242 | |
Cash paid for income taxes | 910 | 1,045 | |
Supplemental Disclosures of Non-Cash Activities: | |||
Dividends / Distributions declared and unpaid | 64,402 | 56,318 | |
Relief of debt through sale or foreclosure of real estate properties | 10,368 | ||
Net real estate and other collateral assets sold or surrendered to lender | 654 | ||
Cash flow hedge changes in fair value | 14,326 | ||
Accrued interest capitalized to principal | [1] | 251 | |
Accrued market-based award dividend rights | 462 | 616 | |
Accrued capitalized costs | 457 | 3,270 | |
Accrued deferred financing costs | 106 | 1,109 | |
Right-of-use lease assets | 6,143 | ||
Lease liabilities | 6,143 | ||
Reclass of residual value from direct financing lease to operating lease | 6,831 | 3,960 | |
Receivable for disposal of real estate property | 2,000 | ||
Spirit Realty, L.P. | |||
Operating activities | |||
Net (loss) income | (16,260) | 89,315 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 105,396 | 82,691 | |
Impairments | 61,823 | 7,299 | |
Amortization of deferred financing costs | 2,598 | 3,805 | |
Amortization of debt discounts | 2,466 | 4,626 | |
Amortization of deferred losses on interest rate swaps | 1,404 | ||
Stock-based compensation expense | 6,760 | 7,461 | |
Loss on debt extinguishment | 5,893 | ||
Gain on dispositions of real estate and other assets | (1,046) | (38,506) | |
Non-cash revenue | (5,518) | (8,237) | |
Bad debt expense and other | 236 | 162 | |
Changes in operating assets and liabilities: | |||
Deferred costs and other assets, net | (23,658) | (1,313) | |
Accounts payable, accrued expenses and other liabilities | (1,190) | (8,921) | |
Net cash provided by operating activities | 133,011 | 144,275 | |
Investing activities | |||
Acquisitions of real estate | (218,935) | (447,499) | |
Capitalized real estate expenditures | (8,296) | (25,680) | |
Collections of principal on loans receivable | 2,710 | 8,080 | |
Proceeds from dispositions of real estate and other assets, net | 17,681 | 163,165 | |
Net cash used in investing activities | (206,840) | (301,934) | |
Financing activities | |||
Borrowings under revolving credit facilities | 1,123,000 | 615,700 | |
Repayments under revolving credit facilities | (1,239,500) | (762,000) | |
Repayments under mortgages and notes payable | (2,021) | (171,279) | |
Borrowings under term loans | 400,000 | 820,000 | |
Repayments under term loans | (420,000) | ||
Repayments under Convertible Notes | (402,500) | ||
Borrowings under Senior Unsecured Notes | 399,696 | ||
Debt extinguishment costs | (12,314) | ||
Deferred financing costs | (2,377) | (13,916) | |
Proceeds from issuance of common stock, net of offering costs | 17,553 | 162,270 | |
Repurchase of shares of common stock, including tax withholdings related to net stock settlements | (4,380) | (1,382) | |
Common stock dividends paid | (129,908) | (107,872) | |
Preferred stock dividends paid | (5,176) | (5,176) | |
Net cash provided by financing activities | 157,191 | 101,227 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 83,362 | (56,432) | |
Cash, cash equivalents and restricted cash, beginning of period | 26,023 | 77,421 | |
Cash, cash equivalents and restricted cash, end of period | 109,385 | 20,989 | |
Cash paid for interest | 40,992 | 43,242 | |
Cash paid for income taxes | 910 | 1,045 | |
Supplemental Disclosures of Non-Cash Activities: | |||
Dividends / Distributions declared and unpaid | 64,402 | 56,318 | |
Relief of debt through sale or foreclosure of real estate properties | 10,368 | ||
Net real estate and other collateral assets sold or surrendered to lender | 654 | ||
Cash flow hedge changes in fair value | 14,326 | ||
Accrued interest capitalized to principal | [1] | 251 | |
Accrued market-based award dividend rights | 462 | 616 | |
Accrued capitalized costs | 457 | 3,270 | |
Accrued deferred financing costs | 106 | 1,109 | |
Right-of-use lease assets | 6,143 | ||
Lease liabilities | 6,143 | ||
Reclass of residual value from direct financing lease to operating lease | 6,831 | $ 3,960 | |
Receivable for disposal of real estate property | $ 2,000 | ||
[1] | Accrued and overdue interest on certain CMBS notes that were intentionally placed in default. |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital - USD ($) $ in Thousands | Total | Spirit Realty, L.P. | Spirit Realty, L.P.Limited Partners' Capital | Spirit Realty, L.P.General Partner's Capital | Limited Partner Series A Preferred UnitsSpirit Realty, L.P.Limited Partners' Capital | ||||
Beginning balance, value at Dec. 31, 2018 | $ 2,801,749 | $ 2,612,511 | [1] | $ 23,061 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, beginning balance at Dec. 31, 2018 | [1] | 6,900,000 | |||||||
General partners' common units, beginning balance at Dec. 31, 2018 | [2] | 797,644 | |||||||
Limited partners' common units, beginning balance at Dec. 31, 2018 | [1] | 84,989,711 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | $ 43,578 | 43,578 | $ 43,198 | [1] | $ 380 | [2] | |||
Dividends declared on preferred stock | (2,588) | (2,588) | (2,588) | [1] | |||||
Net (loss) income attributable to common stockholders/after preferred distributions | 40,990 | 40,990 | 40,610 | [1] | 380 | [2] | |||
Other comprehensive income (loss) | (5,021) | (5,021) | (4,974) | [1] | (47) | [2] | |||
Dividends declared on common stock | (54,254) | (54,254) | (53,750) | [1] | (504) | [2] | |||
Tax withholdings related to net stock settlements | (704) | (704) | $ (704) | [1] | |||||
Tax withholdings related to net stock settlements (in shares) | [1] | (17,800) | |||||||
Issuance of common units, net | 32,686 | $ 32,686 | [1] | ||||||
Issuance of common units, net (in shares) | [1] | 893,526 | |||||||
Other | (79) | $ (78) | [1] | (1) | [2] | ||||
Stock-based compensation, net | 3,269 | $ 3,269 | [1] | ||||||
Stock-based compensation, net (in shares) | [1] | 148,705 | |||||||
Ending balance, value at Mar. 31, 2019 | 2,818,636 | $ 2,629,570 | [1] | $ 22,889 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, ending balance at Mar. 31, 2019 | [1] | 6,900,000 | |||||||
General partners' common units, ending balance at Mar. 31, 2019 | [2] | 797,644 | |||||||
Limited partners' common units, ending balance at Mar. 31, 2019 | [1] | 86,014,142 | |||||||
Beginning balance, value at Dec. 31, 2018 | 2,801,749 | $ 2,612,511 | [1] | $ 23,061 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, beginning balance at Dec. 31, 2018 | [1] | 6,900,000 | |||||||
General partners' common units, beginning balance at Dec. 31, 2018 | [2] | 797,644 | |||||||
Limited partners' common units, beginning balance at Dec. 31, 2018 | [1] | 84,989,711 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 89,315 | 89,315 | |||||||
Net (loss) income attributable to common stockholders/after preferred distributions | 84,139 | 84,139 | |||||||
Ending balance, value at Jun. 30, 2019 | 2,929,460 | $ 2,740,593 | [1] | $ 22,690 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, ending balance at Jun. 30, 2019 | [1] | 6,900,000 | |||||||
General partners' common units, ending balance at Jun. 30, 2019 | [2] | 797,644 | |||||||
Limited partners' common units, ending balance at Jun. 30, 2019 | [1] | 89,313,083 | |||||||
Beginning balance, value at Mar. 31, 2019 | 2,818,636 | $ 2,629,570 | [1] | $ 22,889 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, beginning balance at Mar. 31, 2019 | [1] | 6,900,000 | |||||||
General partners' common units, beginning balance at Mar. 31, 2019 | [2] | 797,644 | |||||||
Limited partners' common units, beginning balance at Mar. 31, 2019 | [1] | 86,014,142 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 45,737 | 45,737 | $ 45,343 | [1] | $ 394 | [2] | |||
Dividends declared on preferred stock | (2,588) | (2,588) | (2,588) | [1] | |||||
Net (loss) income attributable to common stockholders/after preferred distributions | 43,149 | 43,149 | 42,755 | [1] | 394 | [2] | |||
Other comprehensive income (loss) | (8,754) | (8,754) | (8,674) | [1] | (80) | [2] | |||
Dividends declared on common stock | (56,318) | (56,318) | (55,805) | [1] | (513) | [2] | |||
Tax withholdings related to net stock settlements | (678) | (678) | $ (678) | [1] | |||||
Tax withholdings related to net stock settlements (in shares) | [1] | (16,367) | |||||||
Issuance of common units, net | 129,850 | $ 129,850 | [1] | ||||||
Issuance of common units, net (in shares) | [1] | 3,292,102 | |||||||
Stock-based compensation, net | 3,575 | $ 3,575 | [1] | ||||||
Stock-based compensation, net (in shares) | [1] | 23,206 | |||||||
Ending balance, value at Jun. 30, 2019 | 2,929,460 | $ 2,740,593 | [1] | $ 22,690 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, ending balance at Jun. 30, 2019 | [1] | 6,900,000 | |||||||
General partners' common units, ending balance at Jun. 30, 2019 | [2] | 797,644 | |||||||
Limited partners' common units, ending balance at Jun. 30, 2019 | [1] | 89,313,083 | |||||||
Beginning balance, value at Dec. 31, 2019 | 3,413,249 | $ 3,224,683 | [1] | $ 22,389 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, beginning balance at Dec. 31, 2019 | [1] | 6,900,000 | |||||||
General partners' common units, beginning balance at Dec. 31, 2019 | [2] | 797,644 | |||||||
Limited partners' common units, beginning balance at Dec. 31, 2019 | [1] | 101,678,508 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (15,847) | (15,847) | $ (15,704) | [1] | $ (143) | [2] | |||
Dividends declared on preferred stock | (2,588) | (2,588) | (2,588) | [1] | |||||
Net (loss) income attributable to common stockholders/after preferred distributions | (18,435) | (18,435) | (18,292) | [1] | (143) | [2] | |||
Other comprehensive income (loss) | 702 | 702 | 697 | [1] | 5 | [2] | |||
Dividends declared on common stock | (64,338) | (64,338) | (63,839) | [1] | (499) | [2] | |||
Tax withholdings related to net stock settlements | (2,349) | (2,349) | $ (2,349) | [1] | |||||
Tax withholdings related to net stock settlements (in shares) | [1] | (44,488) | |||||||
Issuance of common units, net | 17,598 | $ 17,598 | [1] | ||||||
Issuance of common units, net (in shares) | [1] | 362,481 | |||||||
Stock-based compensation, net | 2,981 | $ 2,981 | [1] | ||||||
Stock-based compensation, net (in shares) | [1] | 148,017 | |||||||
Ending balance, value at Mar. 31, 2020 | 3,349,408 | $ 3,161,479 | [1] | $ 21,752 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, ending balance at Mar. 31, 2020 | [1] | 6,900,000 | |||||||
General partners' common units, ending balance at Mar. 31, 2020 | [2] | 797,644 | |||||||
Limited partners' common units, ending balance at Mar. 31, 2020 | [1] | 102,144,518 | |||||||
Beginning balance, value at Dec. 31, 2019 | 3,413,249 | $ 3,224,683 | [1] | $ 22,389 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, beginning balance at Dec. 31, 2019 | [1] | 6,900,000 | |||||||
General partners' common units, beginning balance at Dec. 31, 2019 | [2] | 797,644 | |||||||
Limited partners' common units, beginning balance at Dec. 31, 2019 | [1] | 101,678,508 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (16,260) | (16,260) | |||||||
Net (loss) income attributable to common stockholders/after preferred distributions | $ (21,436) | (21,436) | |||||||
Tax withholdings related to net stock settlements (in shares) | (117,500) | ||||||||
Ending balance, value at Jun. 30, 2020 | 3,283,808 | $ 3,096,395 | [1] | $ 21,236 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, ending balance at Jun. 30, 2020 | [1] | 6,900,000 | |||||||
General partners' common units, ending balance at Jun. 30, 2020 | [2] | 797,644 | |||||||
Limited partners' common units, ending balance at Jun. 30, 2020 | [1] | 102,245,626 | |||||||
Beginning balance, value at Mar. 31, 2020 | 3,349,408 | $ 3,161,479 | [1] | $ 21,752 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, beginning balance at Mar. 31, 2020 | [1] | 6,900,000 | |||||||
General partners' common units, beginning balance at Mar. 31, 2020 | [2] | 797,644 | |||||||
Limited partners' common units, beginning balance at Mar. 31, 2020 | [1] | 102,144,518 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | $ (413) | (413) | $ (390) | [1] | $ (23) | [2] | |||
Dividends declared on preferred stock | (2,588) | (2,588) | (2,588) | [1] | |||||
Net (loss) income attributable to common stockholders/after preferred distributions | (3,001) | (3,001) | (2,978) | [1] | (23) | [2] | |||
Other comprehensive income (loss) | 702 | 702 | 697 | [1] | 5 | [2] | |||
Dividends declared on common stock | (64,402) | (64,402) | (63,904) | [1] | (498) | [2] | |||
Tax withholdings related to net stock settlements | $ (2,031) | (2,031) | $ (2,031) | [1] | |||||
Tax withholdings related to net stock settlements (in shares) | [1] | (73,055) | |||||||
Issuance of common units, net | (185) | $ (185) | [1] | ||||||
Stock-based compensation, net | 3,317 | $ 3,317 | [1] | ||||||
Stock-based compensation, net (in shares) | [1] | 174,163 | |||||||
Ending balance, value at Jun. 30, 2020 | $ 3,283,808 | $ 3,096,395 | [1] | $ 21,236 | [2] | $ 166,177 | [1] | ||
Limited partners' preferred units, ending balance at Jun. 30, 2020 | [1] | 6,900,000 | |||||||
General partners' common units, ending balance at Jun. 30, 2020 | [2] | 797,644 | |||||||
Limited partners' common units, ending balance at Jun. 30, 2020 | [1] | 102,245,626 | |||||||
[1] | Consists of limited partnership interests held by the Corporation and Spirit Notes Partner, LLC. | ||||||||
[2] | Consists of general partnership interests held by OP Holdings. |
Organization
Organization | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | NOTE 1. ORGANIZATION 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 The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC, one of the Corporation’s wholly-owned subsidiaries, is the sole general partner and owns approximately . On May 31, 2018, the Company completed the spin-off (the "Spin-Off") of the assets that collateralized Master Trust 2014, properties leased to Shopko, and certain other assets into an independent, publicly traded REIT, Spirit MTA REIT ("SMTA"). The Company formed Spirit Realty AM Corporation (“SRAM”), a wholly-owned taxable REIT subsidiary. The rights and obligations of the Asset Management Agreement were transferred to SRAM on April 1, 2019, which was subsequently terminated and simultaneously replaced by the Interim Management Agreement between SRAM and SMTA, effective as of September 20, 2019. The Company allocates personnel and other general and administrative costs to SRAM for management services provided to SMTA. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACOUNTING 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, 2019. The consolidated financial statements of the Company 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. These consolidated financial statements include certain special purpose entities that were formed 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 June 30, 2020 and December 31, 2019, net assets totaling $0.35 billion and $0.38 billion, respectively, were held, and net liabilities totaling $0.22 billion and $0.23 billion, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. Segment Reporting The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. Revenue Recognition Rental Income: Cash and Straight-line Rent The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. To evaluate lease classification, the Company assesses the terms and conditions of the lease to determine the appropriate lease term. The Company does not include options to extend, terminate or purchase in its evaluation for lease classification purposes or for recognizing rental income unless the Company is reasonably certain the tenant will exercise the option. Another component of lease classification that requires judgment is the residual value of the property at the end of the lease term. For acquisitions, the Company assumes a value that is equal to the tangible value of the property at the date of the assessment. For lease modifications, the Company generally uses sales comparables or a direct capitalization approach to determine fair value. The Company’s leases generally provide for rent escalations throughout the term of the lease. For leases with fixed rent escalators, rental income is recognized on a straight-line basis to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. For leases with contingent rent escalators, rental income typically increases at a multiple of any increase in the CPI over a specified period and may adjust over a one-year Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales, which the Company recognizes as rental income when the change in the factor on which the contingent lease payment is based actually occurs. Rental income is subject to an evaluation for collectability, which 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, as well as the tenant's payment history and financial condition. The Company records a provision for losses against rental income for amounts that are not probable of collection. Rental Income: Tenant Reimbursement Revenue Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Certain leases contain additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, which are non-lease components. The Company has elected to combine all its non-lease components, which were determined to have the same pattern of transfer as the related operating lease component, into a single combined lease component. Tenant reimbursement revenue is variable and is recognized as revenue in the period in which the related expenses are incurred, with the related expenses included in property costs (including reimbursable) on the Company’s consolidated statements of operations. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur. Tenant receivables are carried net of the allowances for amounts that are not probable of collection. Rental Income: Intangible Amortization Initial direct costs associated with the origination of a lease are deferred and amortized over the related lease term as an adjustment to rental revenue. In-place lease intangibles are amortized on a straight-line basis over the remaining term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining term of the respective leases as a decrease in rental revenue, and below-market lease intangibles are amortized as an increase to rental revenue over the remaining term of the respective leases. The remaining term includes the initial term of the lease but may also include the renewal periods if the Company believes it is reasonably certain the tenant will exercise the renewal option. If the Company subsequently determines it is reasonably certain that the tenant will not exercise the renewal option , the unamortized portion of any related lease intangible is accelerated over the remaining initial term of the lease. If the Company believes the intangible balance is no longer recoverable, the unamortized portion of any related lease intangible is immediately recognized in impairments in the Company’s consolidated statements of operations. 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): June 30, 2020 December 31, 2019 June 30, 2019 Cash and cash equivalents $ 97,190 $ 14,492 $ 9,984 Restricted cash: Collateral deposits (1) 426 347 440 Tenant improvements, repairs and leasing commissions (2) 11,769 10,877 9,985 Other (3) — 307 580 Total cash, cash equivalents and restricted cash $ 109,385 $ 26,023 $ 20,989 (1) (2) (3) Funds held in lender-controlled accounts released after scheduled debt service requirements are met. 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 provided for reserves for uncollectible amounts totaling $7.2 million and $3.8 million at June 30, 2020 and December 31, 2019, respectively, against accounts receivable balances of $39.3 million and $11.4 million, respectively. Receivables are recorded within deferred cost 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 receivable balances related to the straight-line method of reporting rental revenue, the collectability is generally assessed in conjunction with the evaluation of rental income as described above. The Company has a reserve for losses of $6.7 million and $0.4 million at June 30, 2020 and December 31, 2019, respectively, against straight-line rent receivables of $95.8 million and $84.0 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. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment Income Taxes The Corporation has elected to be taxed as a REIT under the Code. As a REIT, the Corporation 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 the Company’s assets, the amounts distributed to the Corporation’s stockholders and the ownership of Corporation stock. Management believes the Corporation 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 Corporation 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 earned by any of the Company's taxable REIT subsidiaries, including from non-REIT activities, is subject to federal, state and local taxes. The rights and obligations of the Asset Management Agreement were transferred to SRAM, a wholly-owned taxable REIT subsidiary of Spirit, on April 1, 2019, which was subsequently terminated and simultaneously replaced by the Interim Management Agreement between SRAM and SMTA, effective as of September 20, 2019. Accordingly, commencing from April 1, 2019, all asset management fees, including the termination fee income, were subject to income tax. 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. New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In April 2020, the FASB released a Staff Q&A regarding the accounting for lease concessions related to the effects of the COVID-19 pandemic. The FASB noted that the underlying premise in requiring a modified lease to be accounted for as if it were a new lease under ASC 842 is that the modified terms and conditions affect the economics of the lease for the remainder of the lease term. As such, the FASB staff clarified that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under ASC 842 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). The Company made this election and accounts for rent deferrals by increasing the rent receivables as receivables accrue and continuing to recognize income during the deferral period, resulting in $22.3 million of deferrals being recognized in rental income for the three and six months ended June 30, 2020. The deferral periods range generally from one to six months, with an average deferral period of three months and an average repayment period of 12 months. Lease concessions other than rent deferrals are evaluated to determine if a substantive change to the consideration in the original lease contract has occurred and should be accounted for as a lease modification. Management continues to evaluate any amounts recognized for collectability, regardless of whether accounted for as a lease modification or not, and records a provision for losses against rental income for amounts that are not probable of collection. For lease concessions granted in conjunction with the COVID-19 pandemic, management reviewed all amounts recognized on a tenant-by-tenant basis for collectability. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2020 | |
Real Estate [Abstract] | |
Investments | NOTE 3. INVESTMENTS Owned Properties As of June 30, 2020, the Company's gross investment in owned real estate properties totaled approximately $6.3 billion. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 48 states with Texas, at 11.6%, as the only state with a gross investment greater than 10.0% of the total gross investment of the Company's entire portfolio. During the six months ended June 30, 2020, the Company had the following real estate activity, net of accumulated depreciation and amortization (dollars in thousands): Number of Properties Dollar Amount of Investments Held in Use Held for Sale Total Held in Use Held for Sale Total Gross balance, December 31, 2019 1,750 2 1,752 $ 6,140,775 $ 1,223 $ 6,141,998 Acquisitions/improvements (1) 29 — 29 228,812 — 228,812 Dispositions of real estate (2) (7 ) (3 ) (10 ) (19,239 ) (1,842 ) (21,081 ) Transfers to Held for Sale (8 ) 8 — (13,705 ) 13,705 — Transfers from Held for Sale — — — — — — Impairments (3) — — — (61,708 ) (32 ) (61,740 ) Reset of gross balances (4) — — — (33,918 ) (6 ) (33,924 ) Other — — — (1,337 ) — (1,337 ) Gross balance, June 30, 2020 1,764 7 1,771 6,239,680 13,048 6,252,728 Accumulated depreciation and amortization (900,501 ) (340 ) (900,841 ) Net balance, June 30, 2020 (5) $ 5,339,179 $ 12,708 $ 5,351,887 (1) Includes investments of $7.6 million in revenue producing capitalized expenditures, as well as $2.4 million of non-revenue producing capitalized expenditures during the six months ended June 30, 2020. ( 2 ) For the six months ended June 30, 2020, the total gain on disposal of assets for properties held in use and held for sale was $1.1 million and $0.1 million, respectively. (3) Impairments on owned real estate is comprised of $61.4 million of real estate and intangible asset impairment and $0.3 million of allowance for credit losses on direct financing leases. ( 4 ) Represents write-off of gross investment balances against the related accumulated depreciation and amortization balances as a result of basis reset due to impairment or intangibles which have been fully amortized. ( 5 ) Reconciliation of total owned investments to the accompanying consolidated balance sheet at June 30, 2020 is as follows: Operating lease held in use land and buildings, net $ 5,102,347 Intangible lease assets, net 350,466 Real estate assets under direct financing leases, net 7,300 Real estate assets held for sale, net 12,708 Intangible lease liabilities, net (120,934 ) Net balance $ 5,351,887 Operating Leases As of June 30, 2020 and December 31, 2019, the Company held 1,756 and 1,745 properties under operating leases, respectively. The following table summarizes the components of rental income recognized on these operating leases in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Base Cash Rent (1) $ 110,166 $ 98,418 $ 226,712 $ 195,217 Variable cash rent (including reimbursables) 2,404 2,942 5,793 6,580 Straight-line rent, net of uncollectible reserve (2) 4,392 4,485 5,486 7,392 Amortization of above- and below- market lease intangibles, net (3) 228 661 562 1,384 Total rental income $ 117,190 $ 106,506 $ 238,553 $ 210,573 (1) Includes rent reserved as uncollectible of $4.8 million and net recoveries of $0.8 million for the three months ended June 30, 2020 and 2019, respectively, and reserves of $5.6 million and net recoveries of $1.0 million for the six months ended June 30, 2020 and 2019, respectively. ( 2 ) Includes net uncollectible reserve/(recovery) of $2.4 million and $(0.6 million) for the three months ended June 30, 2020 and 2019, respectively, and $6.7 million and $0.3 million for the six months ended June 30, 2020 and 2019, respectively. (3) Excludes amortization of in-place leases of $8.7 million and $6.5 million for the three months ended June 30, 2020 and 2019, respectively, and $17.5 million and $13.2 million for the six months ended June 30, 2020 and 2019, respectively, which is included in depreciation and amortization expense in the accompanying consolidated statements of operations. Scheduled minimum future rent to be received under the remaining non-cancellable term of these operating leases (including contractual fixed rent increases occurring on or after July 1, 2020) at June 30, 2020 are as follows (in thousands): June 30, 2020 Remainder of 2020 $ 237,029 2021 466,427 2022 449,638 2023 429,129 2024 405,130 Thereafter 3,066,883 Total future minimum rentals $ 5,054,236 Because lease renewal periods are exercisable at the lessees' options, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees' gross sales or lease escalations based on future changes in the CPI. The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): June 30, 2020 December 31, 2019 In-place leases $ 441,072 $ 457,616 Above-market leases 84,385 95,002 Less: accumulated amortization (174,991 ) (167,539 ) Intangible lease assets, net $ 350,466 $ 385,079 Below-market leases $ 173,362 $ 176,816 Less: accumulated amortization (52,428 ) (49,481 ) Intangible lease liabilities, net $ 120,934 $ 127,335 Direct Financing Leases As of June 30, 2020, the Company held one property under a direct financing lease, which was held in use. As of June 30, 2020, this property had $3.8 million in scheduled minimum future payments to be received under the remaining non-cancellable terms of its lease. The Company evaluated the collectability of the amounts receivable under the direct financing lease, and recorded a reserve for uncollectible amounts totaling $0.3 million against the net investment balance of $7.6 million as of June 30, 2020, primarily as a result of the borrower’s credit rating being non-investment grade and the initial term extending until 2027. Loans Receivable As of June 30, 2020, the Company held two first-priority mortgage loans. The mortgage loans are secured by single-tenant commercial properties and have fixed interest rates over the term of the loans. As of June 30, 2020, these loans had an outstanding principal balance of $29.1 million and an unamortized premium balance of $0.2 million. The Company evaluated the collectability of the amounts receivable under the loans receivable and recorded an allowance for loan losses of $0.3 million on January 1, 2020, primarily driven by the borrowers’ having investment grade credit ratings and maturities in 2020. The Company reversed $0.2 million of the reserve in the second quarter of 2020 due to the shorter time to maturity and no change in the borrower’s credit ratings. As of June 30, 2020, there was a remaining allowance of $0.1 million against the carrying value of $29.3 million. Impairments and Allowance for Credit Losses The following table summarizes total impairments and allowance for credit losses recognized in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Real estate and intangible asset impairment $ 21,272 $ 3,607 $ 61,436 $ 7,299 Allowance for credit losses on direct financing leases — — 304 — (Reversal)/allowance for credit losses on loans receivable (223 ) — 83 — Total impairment loss $ 21,049 $ 3,607 $ 61,823 $ 7,299 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. 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 (dollars in thousands): Weighted Average Effective Interest Rates (1) Weighted Average Stated Interest Rates (2) Weighted Average Remaining Years to Maturity (3) June 30, 2020 December 31, 2019 Revolving credit facilities 3.66% — 2.8 $ — $ 116,500 Term loans 1.96% 1.69% 1.8 400,000 — Senior Unsecured Notes 3.85% 3.73% 8.1 1,500,000 1,500,000 CMBS 5.81% 5.47% 3.3 216,316 218,338 Convertible Notes 5.64% 3.75% 0.9 345,000 345,000 Total debt 4.10% 3.55% 5.7 2,461,316 2,179,838 Debt discount, net (6,804 ) (9,272 ) Deferred financing costs, net (4) (18,004 ) (17,549 ) Total debt, net $ 2,436,508 $ 2,153,017 (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 six months ended June 30, 2020 and based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2020. (3) Represents the weighted average remaining years to maturity based on the outstanding principal balance as of June 30, 2020. (4) The Company records deferred financing costs for its revolving credit facilities in deferred costs and other assets, net on its consolidated balance sheets. Revolving Credit Facilities On January 14, 2019, the Operating Partnership entered into the 2019 Revolving Credit and Term Loan Agreement, comprised of the 2019 Credit Facility and the A-1 Term Loans, which replaced the 2015 Credit Agreement and 2015 Term Loan Agreement, respectively. The 2019 Credit Facility is comprised of $800.0 million of aggregate revolving commitments and an accordion feature providing for an additional $400.0 million of revolving borrowing capacity, subject to satisfying certain requirements and obtaining additional lender commitments. The 2019 Credit Facility has an initial maturity date of March 31, 2023 and includes two six-month As of June 30, 2020, the outstanding loans under the 2019 Credit Facility bore interest at LIBOR plus an applicable margin of 0.90% per annum and the aggregate revolving commitments incurred a facility fee of 0.20% per annum, in each case, based on the Operating Partnership's credit rating, which was upgraded to BBB by S&P in May 2019. Prior to the upgrade, the 2019 Credit Facility bore interest at LIBOR plus an applicable margin of 1.10% per annum and the aggregate revolving commitments incurred a facility fee of 0.25% per annum. Deferred financing costs incurred in connection with entering into the 2019 Credit Facility are being amortized to interest expense over its remaining initial term. The unamortized deferred financing costs were $3.1 million as of June 30, 2020, compared to $3.7 million as of December 31, 2019, and are recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets. As of June 30, 2020, the full $800.0 million of borrowing capacity was available under the 2019 Credit Facility. No outstanding letters of credit existed under the agreement as of June 30, 2020. The Term Loans On April 2, 2020, the Operating Partnership entered into the 2020 Term Loan Agreement, which provided for $200 million of unsecured term loans and has a maturity date of April 2, 2022. The 2020 Term Loan Agreement also had an accordion feature to increase the available term loans up to an aggregate of $400 million, which the Operating Partnership fully exercised in the second quarter of 2020 to borrow an additional $200 million of term loans. As of June 30, 2020, the 2020 Term Loans bore interest at LIBOR plus an applicable margin of 1.5% per annum, based on the Operating Partnership’s credit rating. If any 2020 Term Loans are outstanding after April 2, 2021, the Operating Partnership will be required to pay a one-time fee in an amount equal to 0.20% of the outstanding principal amount of the loans. In connection with entering into the 2020 Term Loan Agreement, the Company incurred $2.5 million in deferred financing costs, which are being amortized to interest expense over the 2020 Term Loans’ remaining initial term. As of June 30, 2020, the unamortized deferred financing costs were $2.2 million and are recorded net against the Term loan principal balance on the accompanying consolidated balance sheets. In connection with the borrowings under the 2020 Term Loan Agreement, 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 June 30, 2020, the Company and the Operating Partnership were in compliance with these financial covenants. Senior Unsecured Notes The Senior Unsecured Notes were issued by the Operating Partnership and guaranteed by the Company. The following is a summary of the Senior Unsecured Notes outstanding (dollars in thousands): Maturity Date Stated Interest Rate June 30, 2020 December 31, 2019 2026 Senior Notes September 15, 2026 4.45% $ 300,000 $ 300,000 2027 Senior Notes January 15, 2027 3.20% 300,000 300,000 2029 Senior Notes July 15, 2029 4.00% 400,000 400,000 2030 Senior Notes January 15, 2030 3.40% 500,000 500,000 Total Senior Unsecured Notes 3.73% $ 1,500,000 $ 1,500,000 The Senior Unsecured Notes are payable on January 15 and July 15 of each year, except for the 2026 Senior Notes, which are payable on March 15 and September 15 of each year. 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: 100% of the principal amount of the respective 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. If any of the Senior Unsecured Notes are redeemed three months or less (or two months or less in the case of the 2027 Senior Notes) prior to their respective maturity dates, the redemption price will not include a make-whole premium. Deferred financing costs and offering discounts incurred in connection with the issuance the Senior Unsecured Notes are being amortized to interest expense over the lives of the respective Senior 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 June 30, 2020, the Company and the Operating Partnership were in compliance with these financial covenants. CMBS As of June 30, 2020, indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under five fixed-rate non-recourse loans, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of June 30, 2020 for the loans ranged from 5.23% to 6.00%, with a weighted average stated rate of 5.47%. As of June 30, 2020, the loans were secured by 88 properties. As of June 30, 2020 and December 31, 2019, the unamortized deferred financing costs associated with the CMBS loans were $2.2 million and $2.6 million, respectively, and the unamortized net offering premium was $0.3 million as of both periods. Both the deferred financing costs and offering premium 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. 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. 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 2019 Notes matured on May 15, 2019 and were settled in cash. The 2021 Notes will mature on May 15, 2021 and interest is payable semi-annually in arrears on May 15 and November 15 of each year. The 2021 Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Corporation’s common stock, or a combination thereof. The conversion rate is subject to adjustment for certain anti-dilution events, including special distributions and regular quarterly cash dividends exceeding a current threshold of $0.73026 per share. As of June 30, 2020, the conversion rate was 17.4458 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 Corporation’s common stock trade higher than the established thresholds, if the 2021 Notes trade below established thresholds, or certain corporate events occur. Offering discount and deferred financing costs incurred in connection with the issuance of the Convertible Notes are being amortized to interest expense over the term of the respective Convertible Notes and, as such, the amounts related to the 2019 Notes were fully amortized in May 2019. As of June 30, 2020 and December 31, 2019, the unamortized discount was $4.2 million and $6.5 million, respectively. As of June 30, 2020 and December 31, 2019, the unamortized deferred financing costs were $1.3 million and $2.1 million, respectively. These amounts are 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 was $55.1 million as of both June 30, 2020 and December 31, 2019 and is recorded in capital in excess of par value in the accompanying consolidated balance sheets, net of financing transaction costs. Debt Extinguishment During the six months ended June 30, 2020, we did not extinguish any debt. During the six months ended June 30, 2019, the Company retired the Master Trust 2013 notes, resulting in a loss on debt extinguishment of $14.7 million. The Company also extinguished a total of $10.4 million aggregate principal amount of CMBS indebtedness on one defaulted loan, which was secured by one property. The loan had a default interest rate of 9.85% and resulted in a gain on debt extinguishment of $9.5 million. Finally, as a result of the termination of the 2015 Credit Agreement and the 2015 Term Loan Agreement, the Company recognized a loss on debt extinguishment of $0.7 million. Debt Maturities As of June 30, 2020, scheduled debt maturities, including balloon payments, were as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2020 $ 2,078 $ — $ 2,078 2021 4,365 345,000 349,365 2022 4,617 400,000 404,617 2023 3,074 197,912 200,986 2024 590 — 590 Thereafter 3,610 1,500,070 1,503,680 Total $ 18,334 $ 2,442,982 $ 2,461,316 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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 Interest expense – revolving credit facilities (1) $ 804 $ 1,798 $ 2,860 $ 3,976 Interest expense – term loans 1,671 5,691 1,671 9,669 Interest expense – Senior Unsecured Notes 13,987 3,515 27,975 6,853 Interest expense – mortgages and notes payable 2,998 5,829 6,011 12,082 Interest expense – Convertible Notes (2) 3,235 4,649 6,469 10,776 Non-cash interest expense: Amortization of deferred financing costs 1,456 1,774 2,598 3,805 Amortization of debt discount, net 1,242 1,920 2,466 4,626 Amortization of net losses related to interest rate swaps 702 — 1,404 — Total interest expense $ 26,095 $ 25,176 $ 51,454 $ 51,787 (1) Includes facility fees of approximately $0.4 million and $0.5 million (2) Included in interest expense on the Operating Partnership's consolidated statements of operations 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 | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity and Partners' Capital | NOTE 5. STOCKHOLDERS’ EQUITY AND PARTNERS' CAPITAL Common Stock During the six months ended June 30, 2020, portions of awards of restricted common stock and market-based 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 117.5 thousand shares of common stock valued at $4.4 million, solely to pay the associated statutory tax withholdings during the six months ended June 30, 2020. In June 2020, the Company entered into forward sale agreements with certain financial institutions acting as forward purchasers in connection with an offering of 9.2 million shares of common stock at an initial public offering price of $37.35 per share, before underwriting discounts and offering expenses.The Company did not receive any proceeds from the sale of its shares of common stock by the forward purchasers at the time of the offering. The forward sale price that the Company will receive upon physical settlement of the agreements, which was initially $35.856 per share, will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchasers' stock borrowing costs and (iii) scheduled dividends during the term of the forward sale agreements. As of June 30, 2020, none of these shares had been settled. In November 2016, the Board of Directors approved a $500 million ATM Program. The agreement provides for the offer and sale of shares of the Corporation’s common stock having an aggregate gross sales price of up to $500.0 million through the agents, as its sales agents or, if applicable, as forward sellers for forward purchasers, or directly to the agents acting as principals. The Company may sell shares in amounts and at times to be determined by the Company but has no obligation to sell any shares in the ATM program. Since inception of the ATM Program through June 30, 2020, 5.6 million shares of the Corporation’s common stock have been sold, of which 0.4 million were sold during the six months ended June 30, 2020 at a weighted average price per share of $49.30, generating $17.9 million in gross proceeds. 3.8 million of these sales were through forward sales agreements, including all of the shares sold during the six months ended June 30, 2020. There were no open forward sales agreements under the ATM Program as of June 30, 2020. Aggregate gross proceeds capacity of $246.3 million remained available under the program as of June 30, 2020. Preferred Stock As of June 30, 2020, 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). Dividends Declared For the six months ended June 30, 2020, the Company's Board of Directors declared the following dividends: Declaration Date Dividend Per Share Record Date Total Amount (in thousands) Payment Date Common Stock February 27, 2020 $ 0.625 March 31, 2020 $ 64,338 April 15, 2020 May 22, 2020 $ 0.625 June 30, 2020 $ 64,402 July 15, 2020 Preferred Stock February 27, 2020 $ 0.375 March 13, 2020 $ 2,588 March 31, 2020 May 22, 2020 $ 0.375 June 15, 2020 $ 2,588 June 30, 2020 The common stock dividend declared on May 22, 2020 is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets as of June 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. 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. The Company is contingently liable for $5.7 million of debt owed by one of its former tenants until the maturity of the debt on March 15, 2022. The Company has accrued the full $5.7 million liability in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet as of both June 30, 2020 and December 31, 2019. 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 June 30, 2020, no accruals have been made. As of June 30, 2020, 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. Purchase and Capital Improvement Commitments As of June 30, 2020, the Company had commitments totaling $13.0 million, all of which are to fund improvements on properties the Company currently owns. $11.8 million of these commitments are expected to be funded during fiscal year 2020, with the remainder to be funded by the end of 2021. Lessee Contracts The Company leases its current corporate office space and certain office equipment, which are classified as operating leases. The Company's lease of its corporate office space has an initial term that expires on January 31, 2027 and is renewable at the Company's option for two additional periods of five years each after the initial term. The corporate office lease contains a variable lease cost related to the lease of parking spaces and a non-lease component related to the reimbursement of certain common area maintenance expenses, both of which are recognized as incurred. The Company is also a lessee under five long-term, non-cancellable ground leases under which it is obligated to pay monthly rent as of June 30, 2020. For all five of the ground leases, rental expenses are reimbursed by unrelated third parties, and the corresponding rental revenue is recorded in rental income on the accompanying consolidated statements of operations. All leases are classified as operating leases and have a weighted average remaining lease term of 7.2 years. As of June 30, 2020, the Company had a right-of-use lease asset balance of $5.0 million and total operating lease liabilities of $6.9 million for these lessee contracts. |
Derivative and Hedging Activiti
Derivative and Hedging Activities | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative and Hedging Activities | NOTE 7. DERIVATIVE AND HEDGING ACTIVITIES The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. The Company recognizes the entire change in the fair value in AOCL and the change is reflected as cash flow hedge changes in fair value in the supplemental disclosures of non-cash investing and financing activities in the consolidated statement of cash flows. Amounts will subsequently be reclassified to earnings when the hedged item affects earnings. The Company does not enter into derivative contracts for speculative or trading purposes and does not have derivative netting arrangements. The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings. In December 2018, the Company entered into interest rate swap agreements. In the third quarter of 2019, the Company terminated its interest rate swaps and accelerated the reclassification of a loss of $12.5 million from AOCL to termination of interest rate swaps as a result of a portion of the hedged forecasted transactions becoming probable not to occur. There were no events of default related to the interest rate swaps prior to their termination. Given that a proportion of the hedged transactions remained probable to occur, $12.3 million of the loss was deferred in other comprehensive loss and will be amortized over the remaining initial term of the interest rate swaps, which ends March 31, 2024. As of June 30, 2020, the unamortized portion of loss in AOCL related to terminated interest rate swaps was $10.1 million. The following table provides information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Gross amount of loss recognized in AOCL on derivatives $ — $ (9,097 ) $ — $ (14,326 ) Amount of loss reclassified from AOCL to termination of interest rate swaps — 343 — 551 Amount of loss reclassified from AOCL to interest (1) 702 — 1,404 — Net reclassification of amounts from (to) AOCL $ 702 $ (8,754 ) $ 1,404 $ (13,775 ) (1) Interest expense for the three and six months ended June 30, 2020 was $26.1 million and $51.5 million, respectively. During the next 12 months, we estimate that approximately |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. 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. Real estate assets and their related intangible assets are evaluated for impairment based on certain indicators including, but not limited to: the asset being held for sale, vacant or non-operating, tenant bankruptcy or delinquency, and leases 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 (“PSA”) or letters of intent (“LOI”); broker opinions of value (“BOV”); recently quoted bid or ask prices, or market prices for comparable properties; estimates of discounted cash flows, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, expenses based upon market conditions and capitalization rates; 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. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of their respective measurement dates (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 Assets held at June 30, 2020 Impaired at March 31, 2020 $ 52,131 $ — $ — $ 52,131 Impaired at June 30, 2020 $ 10,294 $ — $ — $ 10,294 Assets held at December 31, 2019 Impaired at June 30, 2019 $ 1,893 $ — $ — $ 1,893 Impaired at September 30, 2019 $ 1,093 $ — $ — $ 1,093 Impaired at December 31, 2019 $ 11,594 $ — $ — $ 11,594 As of June 30, 2020, the Company held 24 properties that were impaired during 2020. As of December 31, 2019, the Company held 16 properties that were impaired during 2019. For one of the properties held at June 30, 2020, the Company estimated fair value using a capitalization rate of 10.06% based on comparative capitalization rates from market comparables . For one of the properties held at December 31, 2019, the Company estimated fair value using a capitalization rate of 9.62% based on comparative capitalization rates from market comparables . For the remaining properties, the Company estimated property fair value using price per square foot from unobservable inputs and, for the properties valued using comparable properties at June 3 0 , 2020, the price per square foot includes a discount of 0 - 10 % to account for the market impact of COVID-19. The unobservable inputs for the remaining properties are as follows : Unobservable Input Asset Type Property Count Price Per Square Foot Range Weighted Average Price Per Square Foot Square Footage June 30, 2020 Comparable Properties Retail 14 $4.35 - $320.89 $49.77 573,784 PSA, LOI or BOV Retail 7 $30.66 - $349.62 $44.57 349,609 PSA, LOI or BOV Industrial 1 $13.79 $13.79 35,551 PSA, LOI or BOV Office 1 $96.39 $96.39 4,310 December 31, 2019 Comparable Properties Retail 4 $34.45 - $740.74 $104.84 35,885 PSA, LOI or BOV Retail 10 $24.78 - $323.00 $50.71 165,773 PSA, LOI or BOV Office 1 $99.37 $99.37 4,310 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, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at June 30, 2020 and December 31, 2019. 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 these financial instruments have been derived either based on (i) market quotes for identical or similar instruments in markets that are not active or (ii) 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): June 30, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 29,163 $ 29,823 $ 34,465 $ 35,279 2019 Credit Facility — — 116,500 119,802 2020 Term Loans 397,824 400,231 — — Senior Unsecured Notes, net (1) 1,484,884 1,455,070 1,484,066 1,543,919 Mortgages and notes payable, net (1) 214,338 228,768 216,049 235,253 Convertible Notes, net (1) 339,462 344,597 336,402 356,602 (1) |
Incentive Award Plan
Incentive Award Plan | 6 Months Ended |
Jun. 30, 2020 | |
Compensation Related Costs [Abstract] | |
Incentive Award Plan | NOTE 9. INCENTIVE AWARD PLAN Restricted Shares of Common Stock During the six months ended June 30, 2020, the Company granted 148 thousand restricted shares under the Amended Incentive Award Plan to certain executive officers, directors and employees. The Company recorded $6.9 million in deferred compensation associated with these grants. Deferred compensation for restricted shares will be recognized in expense over the requisite service period. As of June 30, 2020, there were approximately 296 thousand unvested restricted shares outstanding. Market-Based Awards During the six months ended June 30, 2020, the Board of Directors, or committee thereof, approved target grants of 88 thousand market-based awards to executive officers of the Company. The performance period of these grants runs primarily through December 31, 2022. Potential shares of the Corporation’s common stock that each participant is eligible to receive is based on the initial target number of shares granted, multiplied by a percentage range between 0% and 300%. Grant date fair value of the market-based share awards was calculated using the Monte Carlo simulation model, which incorporated stock price volatility of the Company and each of the Company’s peers and other variables over the time horizons matching the performance periods. Significant inputs for the calculation were expected volatility of the Company of 25.2% and expected volatility of the Company's peers, ranging from 18.1% to 27.3%, with an average volatility of 21.7% and a risk-free interest rate of 1.07%. The fair value of the market-based award per share was $67.30 as of the grant date. Stock-based compensation expense associated with unvested market-based share awards is recognized on a straight-line basis over the minimum required service period, which is generally three years. Approximately $1.6 million and $2.7 million in dividend rights have been accrued as of June 30, 2020 and December 31, 2019, respectively. For outstanding non-vested awards at June 30, 2020, 0.4 million shares would have been released based on the Corporation’s TSR relative to the specified peer groups through that date. Stock-based Compensation Expense For the three months ended June 30, 2020 and 2019, the Company recognized $3.3 million and $3.9 million, respectively, in stock-based compensation expense, and for the six months ended June 30, 2020 and 2019, the Company recognized $6.8 million and $7.5 million, respectively. These amounts are included in general and administrative expenses in the accompanying consolidated statements of operations. As of June 30, 2020, the remaining unamortized stock-based compensation expense totaled $18.4 million, comprised of $9.7 million related to restricted stock awards and $8.7 million related to market-based awards. As of December 31, 2019, the unamortized stock-based compensation expense totaled $12.6 million, comprised of $6.6 million related to restricted stock awards and $6.0 million related to market-based 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 | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Income Per Share and Partnership Unit | NOTE 10. 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 nonforfeitable dividends, are deemed participating securities under the two-class method. Under the two-class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders. The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net (loss) income Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Basic and diluted (loss) income: (Loss) income from continuing operations $ (413 ) $ 45,737 $ (16,260 ) $ 89,315 Less: dividends paid to preferred stockholders (2,588 ) (2,588 ) (5,176 ) (5,176 ) Less: dividends attributable to unvested restricted stock (185 ) (250 ) (392 ) (522 ) Net (loss) income attributable to common stockholders used in basic and diluted (loss) income per share $ (3,186 ) $ 42,899 $ (21,828 ) $ 83,617 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 102,980,619 87,422,369 102,765,967 86,673,672 Less: unvested weighted average shares of restricted stock (301,652 ) (420,382 ) (311,410 ) (419,974 ) Basic weighted average shares of common stock outstanding 102,678,967 87,001,987 102,454,557 86,253,698 Net (loss) income per share attributable to common stockholders - basic $ (0.03 ) $ 0.49 $ (0.21 ) $ 0.97 Diluted weighted average shares of common stock outstanding: (1) Plus: unsettled shares under open forward equity contracts — 772,040 — 328,617 Plus: unvested market-based awards — 116,672 — 196,982 Diluted weighted average shares of common stock outstanding 102,678,967 87,890,699 102,454,557 86,779,297 Net (loss) income per share attributable to common stockholders - diluted $ (0.03 ) $ 0.49 $ (0.21 ) $ 0.96 Potentially dilutive shares of common stock Unvested shares of restricted stock, less shares assumed repurchased at market — 160,606 66,920 191,215 Unsettled shares under open forward equity contracts — — 607,636 — Unvested shares of market-based awards 83,625 — 230,537 — (1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. The Corporation intends to satisfy its exchange obligation for the principal amount of the |
Related Party Transactions and
Related Party Transactions and Arrangements | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note 11. Related Party Transactions and Arrangements Continuing Involvement Subsequent to the Spin-Off, the Company has had continuing involvement with SMTA through related party agreements. The Company had cash inflows from SMTA of $0.8 million and cash outflows to SMTA of $4 thousand for the six months ended June 30, 2020. The Company had cash inflows from SMTA of $22.7 million and cash outflows to SMTA of $22.7 million for the six months ended June 30, 2019. Cost Sharing Arrangements 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. These agreements, except for the Tax Matters Agreement, were terminated in conjunction with the termination of the Asset Management Agreement. Asset Management Agreement and Interim Management Agreement In conjunction with the Spin-Off, the Company entered into the Asset Management Agreement pursuant to which the Operating Partnership provided various management services to SMTA. On June 2, 2019, concurrently with SMTA’s entry into an agreement to sell Master Trust 2014, the Company entered into a termination agreement of the Asset Management Agreement, which became effective on September 20, 2019. On June 2, 2019, the Company and SMTA also entered into an Interim Management Agreement, which became effective on September 20, 2019, and which provides that the Company is entitled to an annual management fee of $1 million for the initial one-year term thereof and $4 million per annum for any renewal term, in each case plus certain cost reimbursements. The Interim Management Agreement is terminable at any time by SMTA and may be terminated at any time upon 180 days’ prior written notice by the Company, in each case without payment of a termination fee. Property Management and Servicing Agreement Prior to September 20, 2019, the Operating Partnership provided property management services and special services for Master Trust 2014. The property management fees accrued 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 accrued 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 $1.4 million and $3.0 million were earned during the three and six months ended June 30, 2019, respectively, and special servicing fees of $0.4 million and $0.8 million were earned during the three and six months ended June 30, 2019, respectively. These fees are included in related party fee income in the consolidated statements of operations. In conjunction with SMTA’s sale of Master Trust 2014 on September 20, 2019, the notes were retired and the Property Management and Servicing Agreement was terminated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019. |
Consolidation | The consolidated financial statements of the Company 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. These consolidated financial statements include certain special purpose entities that were formed 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 June 30, 2020 and December 31, 2019, net assets totaling $0.35 billion and $0.38 billion, respectively, were held, and net liabilities totaling $0.22 billion and $0.23 billion, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. |
Revenue Recognition | Revenue Recognition Rental Income: Cash and Straight-line Rent The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. To evaluate lease classification, the Company assesses the terms and conditions of the lease to determine the appropriate lease term. The Company does not include options to extend, terminate or purchase in its evaluation for lease classification purposes or for recognizing rental income unless the Company is reasonably certain the tenant will exercise the option. Another component of lease classification that requires judgment is the residual value of the property at the end of the lease term. For acquisitions, the Company assumes a value that is equal to the tangible value of the property at the date of the assessment. For lease modifications, the Company generally uses sales comparables or a direct capitalization approach to determine fair value. The Company’s leases generally provide for rent escalations throughout the term of the lease. For leases with fixed rent escalators, rental income is recognized on a straight-line basis to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. For leases with contingent rent escalators, rental income typically increases at a multiple of any increase in the CPI over a specified period and may adjust over a one-year Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales, which the Company recognizes as rental income when the change in the factor on which the contingent lease payment is based actually occurs. Rental income is subject to an evaluation for collectability, which 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, as well as the tenant's payment history and financial condition. The Company records a provision for losses against rental income for amounts that are not probable of collection. Rental Income: Tenant Reimbursement Revenue Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Certain leases contain additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, which are non-lease components. The Company has elected to combine all its non-lease components, which were determined to have the same pattern of transfer as the related operating lease component, into a single combined lease component. Tenant reimbursement revenue is variable and is recognized as revenue in the period in which the related expenses are incurred, with the related expenses included in property costs (including reimbursable) on the Company’s consolidated statements of operations. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur. Tenant receivables are carried net of the allowances for amounts that are not probable of collection. Rental Income: Intangible Amortization Initial direct costs associated with the origination of a lease are deferred and amortized over the related lease term as an adjustment to rental revenue. In-place lease intangibles are amortized on a straight-line basis over the remaining term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining term of the respective leases as a decrease in rental revenue, and below-market lease intangibles are amortized as an increase to rental revenue over the remaining term of the respective leases. The remaining term includes the initial term of the lease but may also include the renewal periods if the Company believes it is reasonably certain the tenant will exercise the renewal option. If the Company subsequently determines it is reasonably certain that the tenant will not exercise the renewal option , the unamortized portion of any related lease intangible is accelerated over the remaining initial term of the lease. If the Company believes the intangible balance is no longer recoverable, the unamortized portion of any related lease intangible is immediately recognized in impairments in the Company’s consolidated statements of operations. |
Cash, Cash Equivalents and Restricted Cash | 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): June 30, 2020 December 31, 2019 June 30, 2019 Cash and cash equivalents $ 97,190 $ 14,492 $ 9,984 Restricted cash: Collateral deposits (1) 426 347 440 Tenant improvements, repairs and leasing commissions (2) 11,769 10,877 9,985 Other (3) — 307 580 Total cash, cash equivalents and restricted cash $ 109,385 $ 26,023 $ 20,989 (1) (2) (3) Funds held in lender-controlled accounts released after scheduled debt service requirements are met. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area 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 provided for reserves for uncollectible amounts totaling $7.2 million and $3.8 million at June 30, 2020 and December 31, 2019, respectively, against accounts receivable balances of $39.3 million and $11.4 million, respectively. Receivables are recorded within deferred cost 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 receivable balances related to the straight-line method of reporting rental revenue, the collectability is generally assessed in conjunction with the evaluation of rental income as described above. The Company has a reserve for losses of $6.7 million and $0.4 million at June 30, 2020 and December 31, 2019, respectively, against straight-line rent receivables of $95.8 million and $84.0 million, respectively. These receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. |
Goodwill | 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. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment |
Income Taxes | Income Taxes The Corporation has elected to be taxed as a REIT under the Code. As a REIT, the Corporation 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 the Company’s assets, the amounts distributed to the Corporation’s stockholders and the ownership of Corporation stock. Management believes the Corporation 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 Corporation 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 earned by any of the Company's taxable REIT subsidiaries, including from non-REIT activities, is subject to federal, state and local taxes. The rights and obligations of the Asset Management Agreement were transferred to SRAM, a wholly-owned taxable REIT subsidiary of Spirit, on April 1, 2019, which was subsequently terminated and simultaneously replaced by the Interim Management Agreement between SRAM and SMTA, effective as of September 20, 2019. Accordingly, commencing from April 1, 2019, all asset management fees, including the termination fee income, were subject to income tax. 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. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In April 2020, the FASB released a Staff Q&A regarding the accounting for lease concessions related to the effects of the COVID-19 pandemic. The FASB noted that the underlying premise in requiring a modified lease to be accounted for as if it were a new lease under ASC 842 is that the modified terms and conditions affect the economics of the lease for the remainder of the lease term. As such, the FASB staff clarified that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under ASC 842 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). The Company made this election and accounts for rent deferrals by increasing the rent receivables as receivables accrue and continuing to recognize income during the deferral period, resulting in $22.3 million of deferrals being recognized in rental income for the three and six months ended June 30, 2020. The deferral periods range generally from one to six months, with an average deferral period of three months and an average repayment period of 12 months. Lease concessions other than rent deferrals are evaluated to determine if a substantive change to the consideration in the original lease contract has occurred and should be accounted for as a lease modification. Management continues to evaluate any amounts recognized for collectability, regardless of whether accounted for as a lease modification or not, and records a provision for losses against rental income for amounts that are not probable of collection. For lease concessions granted in conjunction with the COVID-19 pandemic, management reviewed all amounts recognized on a tenant-by-tenant basis for collectability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following (in thousands): June 30, 2020 December 31, 2019 June 30, 2019 Cash and cash equivalents $ 97,190 $ 14,492 $ 9,984 Restricted cash: Collateral deposits (1) 426 347 440 Tenant improvements, repairs and leasing commissions (2) 11,769 10,877 9,985 Other (3) — 307 580 Total cash, cash equivalents and restricted cash $ 109,385 $ 26,023 $ 20,989 (1) (2) (3) Funds held in lender-controlled accounts released after scheduled debt service requirements are met. |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Real Estate [Abstract] | |
Summary of Real Estate Activity | During the six months ended June 30, 2020, the Company had the following real estate activity, net of accumulated depreciation and amortization (dollars in thousands): Number of Properties Dollar Amount of Investments Held in Use Held for Sale Total Held in Use Held for Sale Total Gross balance, December 31, 2019 1,750 2 1,752 $ 6,140,775 $ 1,223 $ 6,141,998 Acquisitions/improvements (1) 29 — 29 228,812 — 228,812 Dispositions of real estate (2) (7 ) (3 ) (10 ) (19,239 ) (1,842 ) (21,081 ) Transfers to Held for Sale (8 ) 8 — (13,705 ) 13,705 — Transfers from Held for Sale — — — — — — Impairments (3) — — — (61,708 ) (32 ) (61,740 ) Reset of gross balances (4) — — — (33,918 ) (6 ) (33,924 ) Other — — — (1,337 ) — (1,337 ) Gross balance, June 30, 2020 1,764 7 1,771 6,239,680 13,048 6,252,728 Accumulated depreciation and amortization (900,501 ) (340 ) (900,841 ) Net balance, June 30, 2020 (5) $ 5,339,179 $ 12,708 $ 5,351,887 (1) Includes investments of $7.6 million in revenue producing capitalized expenditures, as well as $2.4 million of non-revenue producing capitalized expenditures during the six months ended June 30, 2020. ( 2 ) For the six months ended June 30, 2020, the total gain on disposal of assets for properties held in use and held for sale was $1.1 million and $0.1 million, respectively. (3) Impairments on owned real estate is comprised of $61.4 million of real estate and intangible asset impairment and $0.3 million of allowance for credit losses on direct financing leases. ( 4 ) Represents write-off of gross investment balances against the related accumulated depreciation and amortization balances as a result of basis reset due to impairment or intangibles which have been fully amortized. ( 5 ) Reconciliation of total owned investments to the accompanying consolidated balance sheet at June 30, 2020 is as follows: Operating lease held in use land and buildings, net $ 5,102,347 Intangible lease assets, net 350,466 Real estate assets under direct financing leases, net 7,300 Real estate assets held for sale, net 12,708 Intangible lease liabilities, net (120,934 ) Net balance $ 5,351,887 |
Schedule of Operating Lease Income | The following table summarizes the components of rental income recognized on these operating leases in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Base Cash Rent (1) $ 110,166 $ 98,418 $ 226,712 $ 195,217 Variable cash rent (including reimbursables) 2,404 2,942 5,793 6,580 Straight-line rent, net of uncollectible reserve (2) 4,392 4,485 5,486 7,392 Amortization of above- and below- market lease intangibles, net (3) 228 661 562 1,384 Total rental income $ 117,190 $ 106,506 $ 238,553 $ 210,573 (1) Includes rent reserved as uncollectible of $4.8 million and net recoveries of $0.8 million for the three months ended June 30, 2020 and 2019, respectively, and reserves of $5.6 million and net recoveries of $1.0 million for the six months ended June 30, 2020 and 2019, respectively. ( 2 ) Includes net uncollectible reserve/(recovery) of $2.4 million and $(0.6 million) for the three months ended June 30, 2020 and 2019, respectively, and $6.7 million and $0.3 million for the six months ended June 30, 2020 and 2019, respectively. (3) Excludes amortization of in-place leases of $8.7 million and $6.5 million for the three months ended June 30, 2020 and 2019, respectively, and $17.5 million and $13.2 million for the six months ended June 30, 2020 and 2019, respectively, which is included in depreciation and amortization expense in the accompanying consolidated statements of operations. |
Schedule of Minimum Future Rent to be Received from Operating Lease | Scheduled minimum future rent to be received under the remaining non-cancellable term of these operating leases (including contractual fixed rent increases occurring on or after July 1, 2020) at June 30, 2020 are as follows (in thousands): June 30, 2020 Remainder of 2020 $ 237,029 2021 466,427 2022 449,638 2023 429,129 2024 405,130 Thereafter 3,066,883 Total future minimum rentals $ 5,054,236 |
Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization | The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): June 30, 2020 December 31, 2019 In-place leases $ 441,072 $ 457,616 Above-market leases 84,385 95,002 Less: accumulated amortization (174,991 ) (167,539 ) Intangible lease assets, net $ 350,466 $ 385,079 Below-market leases $ 173,362 $ 176,816 Less: accumulated amortization (52,428 ) (49,481 ) Intangible lease liabilities, net $ 120,934 $ 127,335 |
Summary of Impairment and Credit Losses Recognized | The following table summarizes total impairments and allowance for credit losses recognized in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Real estate and intangible asset impairment $ 21,272 $ 3,607 $ 61,436 $ 7,299 Allowance for credit losses on direct financing leases — — 304 — (Reversal)/allowance for credit losses on loans receivable (223 ) — 83 — Total impairment loss $ 21,049 $ 3,607 $ 61,823 $ 7,299 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The Company's debt is summarized below (dollars in thousands): Weighted Average Effective Interest Rates (1) Weighted Average Stated Interest Rates (2) Weighted Average Remaining Years to Maturity (3) June 30, 2020 December 31, 2019 Revolving credit facilities 3.66% — 2.8 $ — $ 116,500 Term loans 1.96% 1.69% 1.8 400,000 — Senior Unsecured Notes 3.85% 3.73% 8.1 1,500,000 1,500,000 CMBS 5.81% 5.47% 3.3 216,316 218,338 Convertible Notes 5.64% 3.75% 0.9 345,000 345,000 Total debt 4.10% 3.55% 5.7 2,461,316 2,179,838 Debt discount, net (6,804 ) (9,272 ) Deferred financing costs, net (4) (18,004 ) (17,549 ) Total debt, net $ 2,436,508 $ 2,153,017 (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 six months ended June 30, 2020 and based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2020. (3) Represents the weighted average remaining years to maturity based on the outstanding principal balance as of June 30, 2020. (4) The Company records deferred financing costs for its revolving credit facilities in deferred costs and other assets, net on its consolidated balance sheets. |
Summary of Senior Unsecured Notes | The following is a summary of the Senior Unsecured Notes outstanding (dollars in thousands): Maturity Date Stated Interest Rate June 30, 2020 December 31, 2019 2026 Senior Notes September 15, 2026 4.45% $ 300,000 $ 300,000 2027 Senior Notes January 15, 2027 3.20% 300,000 300,000 2029 Senior Notes July 15, 2029 4.00% 400,000 400,000 2030 Senior Notes January 15, 2030 3.40% 500,000 500,000 Total Senior Unsecured Notes 3.73% $ 1,500,000 $ 1,500,000 |
Schedule of Debt Maturities | As of June 30, 2020, scheduled debt maturities, including balloon payments, were as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2020 $ 2,078 $ — $ 2,078 2021 4,365 345,000 349,365 2022 4,617 400,000 404,617 2023 3,074 197,912 200,986 2024 590 — 590 Thereafter 3,610 1,500,070 1,503,680 Total $ 18,334 $ 2,442,982 $ 2,461,316 |
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 June 30, Six Months Ended June 30, 2020 2019 2020 2019 Interest expense – revolving credit facilities (1) $ 804 $ 1,798 $ 2,860 $ 3,976 Interest expense – term loans 1,671 5,691 1,671 9,669 Interest expense – Senior Unsecured Notes 13,987 3,515 27,975 6,853 Interest expense – mortgages and notes payable 2,998 5,829 6,011 12,082 Interest expense – Convertible Notes (2) 3,235 4,649 6,469 10,776 Non-cash interest expense: Amortization of deferred financing costs 1,456 1,774 2,598 3,805 Amortization of debt discount, net 1,242 1,920 2,466 4,626 Amortization of net losses related to interest rate swaps 702 — 1,404 — Total interest expense $ 26,095 $ 25,176 $ 51,454 $ 51,787 (1) Includes facility fees of approximately $0.4 million and $0.5 million (2) Included in interest expense on the Operating Partnership's consolidated statements of operations are amounts paid to the Company by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc. |
Stockholders' Equity and Part_2
Stockholders' Equity and Partners' Capital (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Dividends Declared | For the six months ended June 30, 2020, the Company's Board of Directors declared the following dividends: Declaration Date Dividend Per Share Record Date Total Amount (in thousands) Payment Date Common Stock February 27, 2020 $ 0.625 March 31, 2020 $ 64,338 April 15, 2020 May 22, 2020 $ 0.625 June 30, 2020 $ 64,402 July 15, 2020 Preferred Stock February 27, 2020 $ 0.375 March 13, 2020 $ 2,588 March 31, 2020 May 22, 2020 $ 0.375 June 15, 2020 $ 2,588 June 30, 2020 |
Derivative and Hedging Activi_2
Derivative and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Amounts Recorded in AOCL | The following table provides information about the amounts recorded in AOCL, as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Gross amount of loss recognized in AOCL on derivatives $ — $ (9,097 ) $ — $ (14,326 ) Amount of loss reclassified from AOCL to termination of interest rate swaps — 343 — 551 Amount of loss reclassified from AOCL to interest (1) 702 — 1,404 — Net reclassification of amounts from (to) AOCL $ 702 $ (8,754 ) $ 1,404 $ (13,775 ) (1) Interest expense for the three and six months ended June 30, 2020 was $26.1 million and $51.5 million, respectively. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Nonrecurring | The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of their respective measurement dates (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 Assets held at June 30, 2020 Impaired at March 31, 2020 $ 52,131 $ — $ — $ 52,131 Impaired at June 30, 2020 $ 10,294 $ — $ — $ 10,294 Assets held at December 31, 2019 Impaired at June 30, 2019 $ 1,893 $ — $ — $ 1,893 Impaired at September 30, 2019 $ 1,093 $ — $ — $ 1,093 Impaired at December 31, 2019 $ 11,594 $ — $ — $ 11,594 |
Fair Value Inputs of Long-Lived Assets Held and Used and Held for Sale | For the remaining properties, the Company estimated property fair value using price per square foot from unobservable inputs and, for the properties valued using comparable properties at June 3 0 , 2020, the price per square foot includes a discount of 0 - 10 % to account for the market impact of COVID-19. The unobservable inputs for the remaining properties are as follows : Unobservable Input Asset Type Property Count Price Per Square Foot Range Weighted Average Price Per Square Foot Square Footage June 30, 2020 Comparable Properties Retail 14 $4.35 - $320.89 $49.77 573,784 PSA, LOI or BOV Retail 7 $30.66 - $349.62 $44.57 349,609 PSA, LOI or BOV Industrial 1 $13.79 $13.79 35,551 PSA, LOI or BOV Office 1 $96.39 $96.39 4,310 December 31, 2019 Comparable Properties Retail 4 $34.45 - $740.74 $104.84 35,885 PSA, LOI or BOV Retail 10 $24.78 - $323.00 $50.71 165,773 PSA, LOI or BOV Office 1 $99.37 $99.37 4,310 |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The following table discloses fair value information for these financial instruments (in thousands): June 30, 2020 December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net $ 29,163 $ 29,823 $ 34,465 $ 35,279 2019 Credit Facility — — 116,500 119,802 2020 Term Loans 397,824 400,231 — — Senior Unsecured Notes, net (1) 1,484,884 1,455,070 1,484,066 1,543,919 Mortgages and notes payable, net (1) 214,338 228,768 216,049 235,253 Convertible Notes, net (1) 339,462 344,597 336,402 356,602 (1) |
Income Per Share and Partners_2
Income Per Share and Partnership Unit (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator Used in the Computation of Basic and Diluted (Loss) Income Per Share | The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net (loss) income Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Basic and diluted (loss) income: (Loss) income from continuing operations $ (413 ) $ 45,737 $ (16,260 ) $ 89,315 Less: dividends paid to preferred stockholders (2,588 ) (2,588 ) (5,176 ) (5,176 ) Less: dividends attributable to unvested restricted stock (185 ) (250 ) (392 ) (522 ) Net (loss) income attributable to common stockholders used in basic and diluted (loss) income per share $ (3,186 ) $ 42,899 $ (21,828 ) $ 83,617 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 102,980,619 87,422,369 102,765,967 86,673,672 Less: unvested weighted average shares of restricted stock (301,652 ) (420,382 ) (311,410 ) (419,974 ) Basic weighted average shares of common stock outstanding 102,678,967 87,001,987 102,454,557 86,253,698 Net (loss) income per share attributable to common stockholders - basic $ (0.03 ) $ 0.49 $ (0.21 ) $ 0.97 Diluted weighted average shares of common stock outstanding: (1) Plus: unsettled shares under open forward equity contracts — 772,040 — 328,617 Plus: unvested market-based awards — 116,672 — 196,982 Diluted weighted average shares of common stock outstanding 102,678,967 87,890,699 102,454,557 86,779,297 Net (loss) income per share attributable to common stockholders - diluted $ (0.03 ) $ 0.49 $ (0.21 ) $ 0.96 Potentially dilutive shares of common stock Unvested shares of restricted stock, less shares assumed repurchased at market — 160,606 66,920 191,215 Unsettled shares under open forward equity contracts — — 607,636 — Unvested shares of market-based awards 83,625 — 230,537 — (1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. |
Organization - Narrative (Detai
Organization - Narrative (Details) - Operating Partnership | 6 Months Ended |
Jun. 30, 2020 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
General partner ownership of operating partnership | 1.00% |
Limited partner ownership of operating partnership | 99.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Jan. 01, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($)segment | Dec. 31, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||
Net assets | $ 5,977,838,000 | $ 5,977,838,000 | $ 5,832,661,000 | |
Net liabilities | 2,694,030,000 | $ 2,694,030,000 | 2,419,412,000 | |
Number of segments | segment | 1 | |||
Rent escalators adjustment period | 1 year | |||
Reserves for uncollectible amounts | 7,200,000 | $ 7,200,000 | 3,800,000 | |
Accounts receivable | 39,300,000 | 39,300,000 | 11,400,000 | |
Reserve for losses | 6,700,000 | 6,700,000 | 400,000 | |
Deferred rental revenue receivables | 95,800,000 | 95,800,000 | 84,000,000 | |
Goodwill impairment | 0 | |||
Provision for income taxes | 0 | |||
Deferral rental income recognized CARES Act | 22,300,000 | $ 22,300,000 | ||
Deferred rent average repayment period | 12 months | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Rent deferral period | 1 month | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Rent deferral period | 6 months | |||
Average | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Rent deferral period | 3 months | |||
Accounting Standards Update 2016-13 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Recognition of loss due to adoption of new guidance | $ 300,000 | |||
Loans receivable and real estate assets held under direct financing lease | $ 40,300,000 | |||
Special Purpose Entity | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Net assets | 350,000,000 | $ 350,000,000 | 380,000,000 | |
Net liabilities | $ 220,000,000 | $ 220,000,000 | $ 230,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 97,190 | $ 14,492 | $ 9,984 | |
Total cash, cash equivalents and restricted cash | 109,385 | 26,023 | 20,989 | $ 77,421 |
Collateral deposits | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 426 | 347 | 440 | |
Tenant improvements, repairs and leasing commissions | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | 11,769 | 10,877 | 9,985 | |
Other | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 0 | $ 307 | $ 580 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)StateProperty | Jun. 30, 2020USD ($)StatePropertyloan | Jan. 01, 2020USD ($) | Dec. 31, 2019Property | |
Real Estate Properties [Line Items] | ||||
Gross investment in owned real estate properties | $ 6,300 | $ 6,300 | ||
Portfolio disbursement, number of states | State | 48 | 48 | ||
Minimum of investment in real estate properties | 10.00% | 10.00% | ||
Number of properties under operating leases | Property | 1,756 | 1,756 | 1,745 | |
Number of properties under direct financing lease | Property | 1 | 1 | ||
Sales-type and direct financing leases minimum future payments to be received | $ 3.8 | $ 3.8 | ||
Direct financing leases, reserves for uncollectible amount | 0.3 | 0.3 | ||
Direct financing leases, net investment balance | 7.6 | 7.6 | ||
Mortgage Receivables | ||||
Real Estate Properties [Line Items] | ||||
Loans outstanding principal balance | 29.1 | 29.1 | ||
Unamortized premium balance | 0.2 | 0.2 | ||
Allowance for loan losses | 0.1 | 0.1 | $ 0.3 | |
Reversal of reserve | 0.2 | |||
Loans receivable carrying value | $ 29.3 | $ 29.3 | ||
Single-Tenant Commercial Properties | First Mortgage | Mortgage Receivables | ||||
Real Estate Properties [Line Items] | ||||
Number of first-priority mortgage loans | loan | 2 | |||
Texas | ||||
Real Estate Properties [Line Items] | ||||
Investment in real estate properties | 11.60% | 11.60% |
Investments - Summary of Owned
Investments - Summary of Owned Real Estate Activity (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)Property | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Property | Jun. 30, 2019USD ($) | |
Dollar Amount of Investments | ||||
Impairments | $ (21,272) | $ (3,607) | $ (61,436) | $ (7,299) |
Ending balance | 6,300,000 | 6,300,000 | ||
Net balance | $ 5,351,887 | $ 5,351,887 | ||
Held in Use | ||||
Number of Properties | ||||
Beginning balance (in properties) | Property | 1,750 | |||
Acquisitions/improvements (in properties) | Property | 29 | |||
Dispositions of real estate (in properties) | Property | (7) | |||
Transfers to Held for Sale (in properties) | Property | (8) | |||
Transfers from Held for Sale (in properties) | Property | 0 | |||
Impairments (in properties) | Property | 0 | |||
Reset of gross balances (in properties) | Property | 0 | |||
Other (in properties) | Property | 0 | |||
Ending balance (in properties) | Property | 1,764 | 1,764 | ||
Dollar Amount of Investments | ||||
Beginning balance | $ 6,140,775 | |||
Acquisitions | 228,812 | |||
Dispositions | (19,239) | |||
Transfers to Held for Sale | (13,705) | |||
Transfers from Held for Sale | 0 | |||
Impairments | (61,708) | |||
Reset of gross balances | (33,918) | |||
Other | (1,337) | |||
Ending balance | $ 6,239,680 | 6,239,680 | ||
Accumulated depreciation and amortization | (900,501) | (900,501) | ||
Net balance | $ 5,339,179 | $ 5,339,179 | ||
Held for Sale | ||||
Number of Properties | ||||
Beginning balance (in properties) | Property | 2 | |||
Acquisitions/improvements (in properties) | Property | 0 | |||
Dispositions of real estate (in properties) | Property | (3) | |||
Transfers to Held for Sale (in properties) | Property | 8 | |||
Transfers from Held for Sale (in properties) | Property | 0 | |||
Impairments (in properties) | Property | 0 | |||
Reset of gross balances (in properties) | Property | 0 | |||
Other (in properties) | Property | 0 | |||
Ending balance (in properties) | Property | 7 | 7 | ||
Dollar Amount of Investments | ||||
Beginning balance | $ 1,223 | |||
Acquisitions | 0 | |||
Dispositions | (1,842) | |||
Transfers to Held for Sale | 13,705 | |||
Transfers from Held for Sale | 0 | |||
Impairments | (32) | |||
Reset of gross balances | (6) | |||
Other | 0 | |||
Ending balance | $ 13,048 | 13,048 | ||
Accumulated depreciation and amortization | (340) | (340) | ||
Net balance | $ 12,708 | $ 12,708 | ||
Total | ||||
Number of Properties | ||||
Beginning balance (in properties) | Property | 1,752 | |||
Acquisitions/improvements (in properties) | Property | 29 | |||
Dispositions of real estate (in properties) | Property | (10) | |||
Transfers to Held for Sale (in properties) | Property | 0 | |||
Transfers from Held for Sale (in properties) | Property | 0 | |||
Impairments (in properties) | Property | 0 | |||
Reset of gross balances (in properties) | Property | 0 | |||
Other (in properties) | Property | 0 | |||
Ending balance (in properties) | Property | 1,771 | 1,771 | ||
Dollar Amount of Investments | ||||
Beginning balance | $ 6,141,998 | |||
Acquisitions | 228,812 | |||
Dispositions | (21,081) | |||
Transfers to Held for Sale | 0 | |||
Transfers from Held for Sale | 0 | |||
Impairments | (61,740) | |||
Reset of gross balances | (33,924) | |||
Other | (1,337) | |||
Ending balance | $ 6,252,728 | 6,252,728 | ||
Accumulated depreciation and amortization | (900,841) | (900,841) | ||
Net balance | $ 5,351,887 | $ 5,351,887 |
Investments - Summary of Owne_2
Investments - Summary of Owned Real Estate Activity (Footnote) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Real Estate [Line Items] | |||||
Revenue producing capitalized expenditures | $ 7,600 | ||||
Capitalized maintenance expenditures | 2,400 | ||||
Impairments on owned real estate | $ 21,272 | $ 3,607 | 61,436 | $ 7,299 | |
Allowance for credit losses on direct financing leases | 0 | $ 0 | 304 | $ 0 | |
Operating lease held in use land and buildings, net | 5,102,347 | 5,102,347 | |||
Intangible lease assets, net | 350,466 | 350,466 | $ 385,079 | ||
Real estate assets under direct financing leases, net | 7,300 | 7,300 | 14,465 | ||
Real estate assets held for sale, net | 12,708 | 12,708 | 1,144 | ||
Intangible lease liabilities, net | (120,934) | (120,934) | $ (127,335) | ||
Net balance | $ 5,351,887 | 5,351,887 | |||
Held-in-use | |||||
Real Estate [Line Items] | |||||
Gain on disposal of assets for properties | 1,100 | ||||
Held-for-sale | |||||
Real Estate [Line Items] | |||||
Gain on disposal of assets for properties | $ 100 |
Investments - Operating Lease I
Investments - Operating Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lessor, Lease, Description [Line Items] | ||||
Base Cash Rent | $ 110,166 | $ 98,418 | $ 226,712 | $ 195,217 |
Variable cash rent (including reimbursables) | 2,404 | 2,942 | 5,793 | 6,580 |
Straight-line rent, net of uncollectible reserve | 4,392 | 4,485 | 5,486 | 7,392 |
Amortization of above- and below- market lease intangibles, net | 228 | 661 | 562 | 1,384 |
Total rental income | 117,190 | 106,506 | 238,553 | 210,573 |
Uncollectible rent (reserved)/recovered, net | (4,800) | 800 | (5,600) | 1,000 |
Straight-line rent, uncollectible reserve (recovery) | 2,400 | (600) | 6,700 | 300 |
In-place leases | ||||
Lessor, Lease, Description [Line Items] | ||||
Leases amortization expenses | $ 8,700 | $ 6,500 | $ 17,500 | $ 13,200 |
Investments - Schedule of Minim
Investments - Schedule of Minimum Future Rent to be Received from Operating Leases (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Operating Leases, Future Contractual Rent Receivable | |
Remainder of 2020 | $ 237,029 |
2021 | 466,427 |
2022 | 449,638 |
2023 | 429,129 |
2024 | 405,130 |
Thereafter | 3,066,883 |
Total future minimum rentals | $ 5,054,236 |
Investments - Schedule of Lease
Investments - Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Lessor, Lease, Description [Line Items] | ||
Less: accumulated amortization | $ (174,991) | $ (167,539) |
Intangible lease assets, net | 350,466 | 385,079 |
Below-market leases | 173,362 | 176,816 |
Less: accumulated amortization | (52,428) | (49,481) |
Intangible lease liabilities, net | 120,934 | 127,335 |
In-place leases | ||
Lessor, Lease, Description [Line Items] | ||
Intangible lease assets, gross | 441,072 | 457,616 |
Above-market leases | ||
Lessor, Lease, Description [Line Items] | ||
Intangible lease assets, gross | $ 84,385 | $ 95,002 |
Investments - Summary of Impair
Investments - Summary of Impairment and Credit Losses Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Real Estate [Abstract] | ||||
Real estate and intangible asset impairment | $ 21,272 | $ 3,607 | $ 61,436 | $ 7,299 |
Allowance for credit losses on direct financing leases | 0 | 0 | 304 | 0 |
(Reversal)/allowance for credit losses on loans receivable | (223) | 0 | 83 | 0 |
Total impairment loss | $ 21,049 | $ 3,607 | $ 61,823 | $ 7,299 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Total debt, gross | $ 2,461,316 | $ 2,179,838 |
Debt discount, net | (6,804) | (9,272) |
Deferred financing costs, net | (18,004) | (17,549) |
Total debt, net | $ 2,436,508 | 2,153,017 |
Weighted Average | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 4.10% | |
Stated Interest Rate | 3.55% | |
Remaining Years to Maturity | 5 years 8 months 12 days | |
Revolving credit facilities | ||
Debt Instrument [Line Items] | ||
Total debt, gross | 116,500 | |
Revolving credit facilities | Weighted Average | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 3.66% | |
Remaining Years to Maturity | 2 years 9 months 18 days | |
Term loans | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 400,000 | |
Deferred financing costs, net | $ (2,200) | |
Term loans | Weighted Average | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 1.96% | |
Stated Interest Rate | 1.69% | |
Remaining Years to Maturity | 1 year 9 months 18 days | |
Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 1,500,000 | 1,500,000 |
Deferred financing costs, net | $ (12,300) | (12,900) |
Senior Unsecured Notes | Weighted Average | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 3.85% | |
Stated Interest Rate | 3.73% | |
Remaining Years to Maturity | 8 years 1 month 6 days | |
CMBS | ||
Debt Instrument [Line Items] | ||
Total debt, gross | $ 216,316 | 218,338 |
Deferred financing costs, net | $ (2,200) | (2,600) |
CMBS | Weighted Average | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 5.81% | |
Stated Interest Rate | 5.47% | |
Remaining Years to Maturity | 3 years 3 months 18 days | |
CMBS | Minimum | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 5.23% | |
CMBS | Maximum | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 6.00% | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 5.64% | |
Stated Interest Rate | 3.75% | |
Remaining Years to Maturity | 10 months 24 days | |
Total debt, gross | $ 345,000 | 345,000 |
Deferred financing costs, net | $ (1,300) | $ (2,100) |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities - Narrative (Details) - Credit Facility 2019 - Revolving credit facilities - Unsecured Debt $ in Thousands | Jan. 14, 2019USD ($)ExtensionOption | Apr. 30, 2019 | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 800,000 | |||
Number of extension options | ExtensionOption | 2 | |||
Term of extension option | 6 months | |||
Increased borrowing capacity under accordion feature | $ 400,000 | |||
Credit facility maturity date | Mar. 31, 2023 | |||
Facility fee percentage | 0.25% | 0.20% | ||
Line of credit facility remaining borrowing capacity | $ 800,000 | |||
Letters of credit outstanding | 0 | |||
Deferred Costs and Other Assets | ||||
Line of Credit Facility [Line Items] | ||||
Unamortized deferred financing costs | $ 3,100 | $ 3,700 | ||
LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.10% | 0.90% |
Debt - Term Loans - Narrative (
Debt - Term Loans - Narrative (Details) - USD ($) | Apr. 02, 2020 | Jun. 30, 2020 | Apr. 02, 2021 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||||
Unamortized deferred financing costs | $ 18,004,000 | $ 17,549,000 | ||
Term loans | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 200,000,000 | |||
Credit facility maturity date | Apr. 2, 2022 | |||
Accordion feature fully exercised | 200,000,000 | |||
Deferred financing costs | $ 2,500,000 | |||
Unamortized deferred financing costs | $ 2,200,000 | |||
Term loans | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Increased borrowing capacity under accordion feature | $ 400,000,000 | |||
Term loans | Scenario Forecast | ||||
Line of Credit Facility [Line Items] | ||||
One-time fee payable on outstanding principal amount of loans | 0.20% | |||
Term loans | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.50% |
Debt - Summary of Senior Unsecu
Debt - Summary of Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Total Debt | $ 2,461,316 | $ 2,179,838 |
Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.55% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 1,500,000 | 1,500,000 |
Senior Notes | Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.73% | |
2026 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Sep. 15, 2026 | |
Stated Interest Rate | 4.45% | |
Total Debt | $ 300,000 | 300,000 |
2027 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jan. 15, 2027 | |
Stated Interest Rate | 3.20% | |
Total Debt | $ 300,000 | 300,000 |
2029 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jul. 15, 2029 | |
Stated Interest Rate | 4.00% | |
Total Debt | $ 400,000 | 400,000 |
2030 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jan. 15, 2030 | |
Stated Interest Rate | 3.40% | |
Total Debt | $ 500,000 | $ 500,000 |
Debt - Senior Unsecured Notes -
Debt - Senior Unsecured Notes - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 18,004 | $ 17,549 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Redemption price, percent of principal amount | 100.00% | |
Unamortized discount | $ 2,900 | 3,000 |
Unamortized deferred financing costs | $ 12,300 | $ 12,900 |
Debt - CMBS - Narrative (Detail
Debt - CMBS - Narrative (Details) $ in Thousands | Jun. 30, 2020USD ($)Propertyloan | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 18,004 | $ 17,549 |
Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 3.55% | |
CMBS | ||
Debt Instrument [Line Items] | ||
Number of loans secured by mortgage on leased properties and related assets | loan | 5 | |
Number of properties securing borrowings | Property | 88 | |
Unamortized deferred financing costs | $ 2,200 | 2,600 |
Unamortized net offering premium | $ 300 | $ 300 |
CMBS | Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.47% | |
CMBS | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.23% | |
CMBS | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.00% |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 1 Months Ended | 6 Months Ended | |
May 31, 2014USD ($) | Jun. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 18,004,000 | $ 17,549,000 | |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.75% | ||
Unamortized discount | $ 4,200,000 | 6,500,000 | |
Unamortized deferred financing costs | 1,300,000 | 2,100,000 | |
Equity component of the conversion feature | $ 55,100,000 | $ 55,100,000 | |
Convertible Senior Notes | Convertible Senior Notes Due 2019 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 402,500,000 | ||
Stated interest rate | 2.875% | ||
Debt instrument, maturity date | May 15, 2019 | ||
Convertible Senior Notes | Convertible Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt | $ 345,000,000 | ||
Stated interest rate | 3.75% | ||
Debt instrument, maturity date | May 15, 2021 | ||
Debt conversion ratio | 17.4458 | ||
Anti-dilutive cash dividends, exceeding (in USD per share) | $ / shares | $ 0.73026 |
Debt - Debt Extinguishment - Na
Debt - Debt Extinguishment - Narrative (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019USD ($)Propertyloan | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($)Propertyloan | |
Debt Instrument [Line Items] | |||
Debt extinguished | $ 0 | ||
Gain (Loss) on extinguishment of debt | $ (14,676,000) | $ (5,893,000) | |
Two Thousand Fifteen Credit Agreement | |||
Debt Instrument [Line Items] | |||
Gain (Loss) on extinguishment of debt | (700,000) | ||
Mortgages | CMBS | |||
Debt Instrument [Line Items] | |||
Debt extinguished | 10,400,000 | ||
Gain (Loss) on extinguishment of debt | $ 9,500,000 | ||
Number of loans paid off | loan | 1 | 1 | |
Number of real estate properties, securing debt | Property | 1 | 1 | |
Weighted average contractual interest rate | 9.85% | 9.85% | |
Master Trust 2013 Notes | Secured Debt | |||
Debt Instrument [Line Items] | |||
Gain (Loss) on extinguishment of debt | $ (14,700,000) |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Scheduled Debt Maturities | ||
Remainder of 2020 | $ 2,078 | |
2021 | 349,365 | |
2022 | 404,617 | |
2023 | 200,986 | |
2024 | 590 | |
Thereafter | 1,503,680 | |
Total debt, net | 2,461,316 | $ 2,179,838 |
Scheduled Principal | ||
Scheduled Debt Maturities | ||
Remainder of 2020 | 2,078 | |
2021 | 4,365 | |
2022 | 4,617 | |
2023 | 3,074 | |
2024 | 590 | |
Thereafter | 3,610 | |
Total debt, net | 18,334 | |
Balloon Payment | ||
Scheduled Debt Maturities | ||
2021 | 345,000 | |
2022 | 400,000 | |
2023 | 197,912 | |
Thereafter | 1,500,070 | |
Total debt, net | $ 2,442,982 |
Debt - Summary of Components of
Debt - Summary of Components of Interest Expense Related to Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Non-cash interest expense: | ||||
Amortization of deferred financing costs | $ 1,456 | $ 1,774 | $ 2,598 | $ 3,805 |
Amortization of debt discount, net | 1,242 | 1,920 | 2,466 | 4,626 |
Amortization of net losses related to interest rate swaps | 702 | 1,404 | ||
Total interest expense | 26,095 | 25,176 | 51,454 | 51,787 |
Revolving credit facilities | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Facility fees | 400 | 500 | 800 | 1,200 |
Interest expense | 804 | 1,798 | 2,860 | 3,976 |
Term loans | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 1,671 | 5,691 | 1,671 | 9,669 |
Senior Unsecured Notes | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 13,987 | 3,515 | 27,975 | 6,853 |
Mortgages and Notes Payable | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 2,998 | 5,829 | 6,011 | 12,082 |
Convertible Notes | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | $ 3,235 | $ 4,649 | $ 6,469 | $ 10,776 |
Stockholders' Equity and Part_3
Stockholders' Equity and Partners' Capital - Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 44 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | ||||
Shares withheld for taxes | 117,500 | |||
Shares withheld for taxes, value | $ 4,400,000 | |||
Forward sale agreements, shares of common stock | 9,200,000 | |||
Forward sale agreements, price per share | $ 37.35 | |||
Open forward sales agreements to be receive upon physical settlement, per share | $ 35.856 | $ 35.856 | $ 35.856 | |
Preferred stock, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Dividend rate | 6.00% | |||
Liquidation value (in USD per share) | $ 25 | $ 25 | $ 25 | |
Dividend rate, quarterly basis (in USD per share) | 0.375 | |||
Dividend rate, annual basis (in USD per share) | $ 1.50 | |||
Forward Sale Agreements | ||||
Class Of Stock [Line Items] | ||||
Issuance of common shares | 0 | |||
ATM Program November2016 | ||||
Class Of Stock [Line Items] | ||||
Issuance of common shares | 400,000 | 5,600,000 | ||
Common stock authorized | $ 500,000,000 | |||
Gross proceeds from issuance of common stock | 17,900,000 | |||
Gross proceeds capacity remaining | $ 246,300,000 | $ 246,300,000 | $ 246,300,000 | |
ATM Program November2016 | Weighted Average | ||||
Class Of Stock [Line Items] | ||||
Share issued during the period (in dollars per share) | $ 49.30 | |||
ATM Program, Forward Sales | ||||
Class Of Stock [Line Items] | ||||
Issuance of common shares | 3,800,000 | |||
Number of open forward sales agreements | 0 | 0 | 0 |
Stockholders' Equity and Part_4
Stockholders' Equity and Partners' Capital - Summary of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | May 22, 2020 | Feb. 27, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Equity [Abstract] | ||||||||
Common stock, dividend per share (in USD per share) | $ 0.625 | $ 0.625 | $ 0.6250 | $ 0.6250 | $ 1.2500 | $ 1.2500 | ||
Common stock, total amount | $ 64,402 | $ 64,338 | $ 64,402 | $ 64,338 | $ 56,318 | $ 54,254 | ||
Preferred stock, dividend per share (in USD per share) | $ 0.375 | $ 0.375 | ||||||
Preferred stock, total amount | $ 2,588 | $ 2,588 | $ 2,588 | $ 2,588 | $ 2,588 | $ 2,588 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 6 Months Ended | |
Jun. 30, 2020USD ($)tenantclaimground_lease | Dec. 31, 2019USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | ||
Contingently liable amount of debt owed by tenant | $ 5,700,000 | $ 5,700,000 |
Number of tenants indemnified by | tenant | 1 | |
Accruals made for environmental remediation | $ 0 | |
Outstanding claims | claim | 0 | |
Total commitments | $ 13,000,000 | |
Commitments to purchase capital assets within one year expected to be funded in remainder of year | $ 11,800,000 | |
Operating lease renewal option | two | |
Operating lease renewal term | 5 years | |
Number of long-term non-cancelable ground leases | ground_lease | 5 | |
Operating lease, weighted average remaining lease term | 7 years 2 months 12 days | |
Operating lease, right-of-use assets | $ 5,000,000 | |
Operating lease liabilities | $ 6,900,000 |
Derivative and Hedging Activi_3
Derivative and Hedging Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | |||
Accumulated other comprehensive loss | $ (10,057) | $ (11,461) | |
Amount reclassified as an increase to interest expense related to terminated hedges of existing floating-rate debt within the next 12 months | 2,800 | ||
Interest Rate Swap | |||
Derivative [Line Items] | |||
Accumulated other comprehensive loss | $ 10,100 | ||
Designated as Hedging Instrument | Interest Rate Swap | |||
Derivative [Line Items] | |||
Termination of interest rate swaps | $ 12,500 | ||
Deferred loss on termination of interest rate swaps | $ 12,300 |
Derivative and Hedging Activi_4
Derivative and Hedging Activities - Summary of Amounts Recorded in AOCL and Gain (Loss) Recorded in Operations when Reclassified out of AOCL or Recognized in Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Net reclassification of amounts from (to) AOCL | $ 702 | $ (8,754) | $ 1,404 | $ (13,775) | |
Interest expense | 26,095 | 25,176 | 51,454 | 51,787 | |
Interest Rate Swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gross amount of loss recognized in AOCL on derivatives | (9,097) | (14,326) | |||
Amount of loss reclassified from AOCL to termination of interest rate swaps | $ 343 | $ 551 | |||
Interest Expense | Interest Rate Swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of loss reclassified from AOCL to interest | [1] | $ 702 | $ 1,404 | ||
[1] | Interest expense for the three and six months ended June 30, 2020 was $26.1 million and $51.5 million, respectively. |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Property | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Measurement Input, Price Per Square Foot | Minimum | Impact of COVID-19 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Price per square foot, discount rate | 0.00% | |
Measurement Input, Price Per Square Foot | Maximum | Impact of COVID-19 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Price per square foot, discount rate | 10.00% | |
Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment of lease, expiration period (or less) | 60 days | |
Number Of Properties Accounted For At Fair Value | 24 | 16 |
Fair Value, Measurements, Nonrecurring | Fair Value Estimated Using Capitalization Rate | Measurement Input Capitalization Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number Of Properties Accounted For At Fair Value | 1 | 1 |
Long Lived Assets Estimated Capitalization Rate Fair Value Disclosure | 10.06% | 9.62% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets at Fair Value on Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Assets Held Impaired At March 31, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 52,131 | ||||
Assets Held Impaired At June 30, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 10,294 | ||||
Assets Held Impaired At June 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 1,893 | ||||
Assets Held Impaired At September 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 1,093 | ||||
Assets Held Impaired At December 31 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 11,594 | ||||
Level 1 | Assets Held Impaired At March 31, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 1 | Assets Held Impaired At June 30, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 1 | Assets Held Impaired At June 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 1 | Assets Held Impaired At September 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 1 | Assets Held Impaired At December 31 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 2 | Assets Held Impaired At March 31, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 2 | Assets Held Impaired At June 30, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 2 | Assets Held Impaired At June 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 2 | Assets Held Impaired At September 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 2 | Assets Held Impaired At December 31 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | 0 | ||||
Level 3 | Assets Held Impaired At March 31, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 52,131 | ||||
Level 3 | Assets Held Impaired At June 30, 2020 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 10,294 | ||||
Level 3 | Assets Held Impaired At June 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 1,893 | ||||
Level 3 | Assets Held Impaired At September 30 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 1,093 | ||||
Level 3 | Assets Held Impaired At December 31 2019 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets Impaired Fair Value Disclosure | $ 11,594 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs of Long-Lived Assets Held and Used (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020ft²Property$ / ft² | Dec. 31, 2019ft²Property$ / ft² | |
Fair Value Estimated Using Comparable Properties | Retail | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Number Of Properties Accounted For At Fair Value | Property | 14 | 4 |
Fair Value Estimated Using Comparable Properties | Retail | Weighted Average | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Weighted Average Price (in dollars per sq ft) | 49.77 | 104.84 |
Fair Value Estimated Using Comparable Properties | Retail | Measurement Input, Price Per Square Foot | Minimum | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Price per square foot range | 4.35 | 34.45 |
Fair Value Estimated Using Comparable Properties | Retail | Measurement Input, Price Per Square Foot | Maximum | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Price per square foot range | 320.89 | 740.74 |
Fair Value Estimated Using Comparable Properties | Retail | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Square Footage | ft² | 573,784 | 35,885 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Number Of Properties Accounted For At Fair Value | Property | 7 | 10 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | Weighted Average | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Weighted Average Price (in dollars per sq ft) | 44.57 | 50.71 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | Measurement Input, Price Per Square Foot | Minimum | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Price per square foot range | 30.66 | 24.78 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | Measurement Input, Price Per Square Foot | Maximum | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Price per square foot range | 349.62 | 323 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Retail | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Square Footage | ft² | 349,609 | 165,773 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Industrial | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Number Of Properties Accounted For At Fair Value | Property | 1 | |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Industrial | Weighted Average | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Weighted Average Price (in dollars per sq ft) | 13.79 | |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Industrial | Measurement Input, Price Per Square Foot | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Price per square foot range | 13.79 | |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Industrial | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Square Footage | ft² | 35,551 | |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Number Of Properties Accounted For At Fair Value | Property | 1 | 1 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | Weighted Average | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Weighted Average Price (in dollars per sq ft) | 96.39 | 99.37 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | Measurement Input, Price Per Square Foot | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Price per square foot range | 96.39 | 99.37 |
Fair Value Estimated Using Listing Price or Broker Opinion of Value | Office | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held Used And Held For Sale Properties [Line Items] | ||
Square Footage | ft² | 4,310 | 4,310 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Amount and Estimated Fair Value Of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | $ 29,163 | $ 34,465 |
Revolving credit facilities | 116,500 | |
2020 Term Loans | 397,824 | |
Senior Unsecured Notes, net | 1,484,884 | 1,484,066 |
Mortgages and notes payable, net | 214,338 | 216,049 |
Convertible Notes, net | 339,462 | 336,402 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | 29,823 | 35,279 |
2019 Credit Facility | 119,802 | |
2020 Term Loans | 400,231 | |
Senior Unsecured Notes, net | 1,455,070 | 1,543,919 |
Mortgages and notes payable, net | 228,768 | 235,253 |
Convertible Notes, net | $ 344,597 | $ 356,602 |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized stock-based compensation expense | $ 18.4 | $ 18.4 | $ 12.6 | ||
General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 3.3 | $ 3.9 | $ 6.8 | $ 7.5 | |
Non-vested Shares of Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period (in shares) | 148 | ||||
Deferred compensation expense | $ 6.9 | ||||
Outstanding unvested shares | 296 | 296 | |||
Unamortized stock-based compensation expense | $ 9.7 | $ 9.7 | 6.6 | ||
Market-Based Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant | 88 | 88 | |||
Expected volatility | 25.20% | ||||
Minimum required service period | 3 years | ||||
Average volatility rate | 21.70% | ||||
Risk free interest rate | 1.07% | ||||
Market-based award, grant date fair value | $ 67.30 | ||||
Accrued dividend rights | $ 1.6 | $ 1.6 | 2.7 | ||
Shares released for awards | 400 | ||||
Unamortized stock-based compensation expense | $ 8.7 | $ 8.7 | $ 6 | ||
Market-Based Awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percent multiplier for shares granted | 0.00% | ||||
Market-Based Awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percent multiplier for shares granted | 300.00% | ||||
Market-Based Awards | Group of Industry Peers | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Volatility rate, minimum | 18.10% | ||||
Volatility rate, maximum | 27.30% |
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 (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Basic and diluted (loss) income: | ||||
(Loss) income from continuing operations | $ (413) | $ 45,737 | $ (16,260) | $ 89,315 |
Less: dividends paid to preferred stockholders | (2,588) | (2,588) | (5,176) | (5,176) |
Less: dividends attributable to unvested restricted stock | (185) | (250) | (392) | (522) |
Net (loss) income attributable to common stockholders used in basic and diluted (loss) income per share | $ (3,186) | $ 42,899 | $ (21,828) | $ 83,617 |
Basic weighted average shares of common stock outstanding: | ||||
Weighted average shares of common stock outstanding | 102,980,619 | 87,422,369 | 102,765,967 | 86,673,672 |
Less: unvested weighted average shares of restricted stock | (301,652) | (420,382) | (311,410) | (419,974) |
Basic weighted average shares of common stock outstanding | 102,678,967 | 87,001,987 | 102,454,557 | 86,253,698 |
Basic (in USD per share) | $ (0.03) | $ 0.49 | $ (0.21) | $ 0.97 |
Diluted weighted average shares of common stock outstanding | ||||
Plus: unsettled shares under open forward equity contracts | 772,040 | 328,617 | ||
Plus: unvested market-based awards | 116,672 | 196,982 | ||
Diluted weighted average shares of common stock outstanding | 102,678,967 | 87,890,699 | 102,454,557 | 86,779,297 |
Diluted (in USD per share) | $ (0.03) | $ 0.49 | $ (0.21) | $ 0.96 |
Unvested shares of restricted stock, less shares assumed repurchased at market | ||||
Potentially dilutive shares of common stock | ||||
Dilutive shares | 160,606 | 66,920 | 191,215 | |
Unsettled shares under open forward equity contracts | ||||
Potentially dilutive shares of common stock | ||||
Dilutive shares | 607,636 | |||
Market-Based Awards | ||||
Potentially dilutive shares of common stock | ||||
Dilutive shares | 83,625 | 230,537 |
Income Per Share and Partners_4
Income Per Share and Partnership Unit - Narrative (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive shares, convertible debt | 0 | 0 |
Related Party Transactions an_2
Related Party Transactions and Arrangements - Continuing Involvement (Details) - Spirit MTA REIT - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||
Cash inflow from SMTA subsequent to spin-off | $ 800 | $ 22,700 |
Cash outflow to SMTA subsequent to spin-off | $ 4 | $ 22,700 |
Related Party Transactions an_3
Related Party Transactions and Arrangements - Asset Management Agreement and Interim Management Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 20, 2019 | |
Related Party Transaction [Line Items] | |||||
Related party fee income | $ 250 | $ 7,249 | $ 500 | $ 14,176 | |
Asset Management Fees | Spirit MTA REIT | |||||
Related Party Transaction [Line Items] | |||||
Related party fee income | $ 200 | $ 5,000 | $ 500 | $ 10,000 | |
Asset Management Agreement | Spirit MTA REIT | |||||
Related Party Transaction [Line Items] | |||||
Agreement termination date | Sep. 20, 2019 | ||||
Initial one-year term | Interim Management Agreement | Spirit MTA REIT | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 1,000 | ||||
Renewal Term | Interim Management Agreement | Spirit MTA REIT | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 4,000 |
Related Party Transactions - Pr
Related Party Transactions - Property Management and Servicing Agreement (Details) - USD ($) $ in Thousands | May 20, 2014 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Related Party Transaction [Line Items] | |||||
Related party fee income | $ 250 | $ 7,249 | $ 500 | $ 14,176 | |
Affiliated Entity | Property Management | |||||
Related Party Transaction [Line Items] | |||||
Annual management fees rate | 0.25% | ||||
Related party fee income | 1,400 | 3,000 | |||
Affiliated Entity | Special Servicing Fees | |||||
Related Party Transaction [Line Items] | |||||
Annual management fees rate | 0.75% | ||||
Related party fee income | $ 400 | $ 800 |