Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Entity Information [Line Items] | ' |
Entity Registrant Name | 'American Realty Capital Properties, Inc. |
Entity Central Index Key | '0001507385 |
Entity Filer Category | 'Large Accelerated Filer |
Document Type | 'S-4 |
Document Period End Date | 30-Sep-13 |
Amendment Flag | 'false |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Real estate investments, at cost: | ' | ' | ' |
Land | $521,139,000 | $249,541,000 | $25,624,000 |
Buildings, fixtures and improvements | 2,121,178,000 | 1,336,726,000 | 161,925,000 |
Acquired intangible lease assets | 328,733,000 | 212,223,000 | 21,777,000 |
Total real estate investments, at cost | 2,971,050,000 | 1,798,490,000 | 209,326,000 |
Less: accumulated depreciation and amortization | -148,162,000 | -56,110,000 | -15,340,000 |
Total real estate investments, net | 2,822,888,000 | 1,742,380,000 | 193,986,000 |
Cash and cash equivalents | 150,481,000 | 156,873,000 | 19,331,000 |
Investment in direct financing leases, net | 57,449,000 | 0 | ' |
Investment securities, at fair value | 9,480,000 | 41,654,000 | 0 |
Derivatives, at fair value | 7,088,000 | 0 | ' |
Restricted cash | 1,680,000 | 1,108,000 | 0 |
Prepaid expenses and other assets | 48,165,000 | 7,416,000 | 2,050,000 |
Receivable for issuance of common stock | ' | 0 | 969,000 |
Deferred costs, net | 47,754,000 | 15,356,000 | 3,424,000 |
Assets held for sale | 6,028,000 | 665,000 | 1,818,000 |
Total assets | 3,151,013,000 | 1,965,452,000 | 221,578,000 |
LIABILITIES AND EQUITY | ' | ' | ' |
Mortgage notes payable | 269,891,000 | 265,118,000 | 35,320,000 |
Convertible Notes Payable | 300,975,000 | 0 | ' |
Senior secured revolving credit facility | 0 | 124,604,000 | 42,407,000 |
Senior corporate credit facility | 600,000,000 | 0 | ' |
Convertible obligation to Series C Convertible Preferred stockholders, at fair value | 449,827,000 | 0 | ' |
Contingent value rights obligation to preferred and common investors, at fair value | 49,314,000 | 0 | ' |
Below-market lease liabilities, net | 4,200,000 | 0 | ' |
Derivatives, at fair value | 1,785,000 | 3,830,000 | 98,000 |
Accounts payable and accrued expenses | 14,740,000 | 9,459,000 | 1,574,000 |
Deferred rent and other liabilities | 7,404,000 | 4,336,000 | 887,000 |
Distributions payable | 72,000 | 9,946,000 | 504,000 |
Total liabilities | 1,698,208,000 | 417,293,000 | 80,790,000 |
Convertible preferred stock, $0.01 par value, 100,000,000 shares authorized, zero and 828,472 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 0 | 8,000 | 0 |
Common stock, $0.01 par value, 750,000,000 shares authorized, 185,448,022 and 179,167,112 issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 1,848,000 | 1,792,000 | 172,000 |
Additional paid-in capital | 1,803,315,000 | 1,653,900,000 | 144,230,000 |
Accumulated other comprehensive income (loss) | 4,857,000 | -3,934,000 | -98,000 |
Accumulated deficit | -480,817,000 | -120,072,000 | -7,218,000 |
Total stockholders? equity | 1,329,203,000 | 1,531,694,000 | 137,086,000 |
Non-controlling interests | 123,602,000 | 16,465,000 | 3,702,000 |
Total equity | 1,452,805,000 | 1,548,159,000 | 140,788,000 |
Total liabilities and equity | 3,151,013,000 | 1,965,452,000 | 221,578,000 |
Series A Preferred Stock [Member] | ' | ' | ' |
LIABILITIES AND EQUITY | ' | ' | ' |
Convertible preferred stock, $0.01 par value, 100,000,000 shares authorized, zero and 828,472 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | ' | 5,000 | 0 |
Series B Preferred Stock [Member] | ' | ' | ' |
LIABILITIES AND EQUITY | ' | ' | ' |
Convertible preferred stock, $0.01 par value, 100,000,000 shares authorized, zero and 828,472 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | ' | $3,000 | $0 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||
Convertible preferred stock, par value | $0.01 | $0.01 | ' | $0.01 | $0.01 | $0.01 | $0.01 |
Convertible preferred stock, shares authorized | 100,000,000 | 100,000,000 | ' | 545,454 | 0 | 283,018 | 0 |
Convertible preferred stock, issued | 0 | 828,472 | ' | 545,454 | 0 | 283,018 | 0 |
Convertible preferred stock, outstanding | 0 | 828,472 | ' | 545,454 | 0 | 283,018 | 0 |
Preferred Stock, Liquidation Preference Per Share | ' | ' | ' | $11 | $11 | $10.60 | $10.60 |
Common stock, par value | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' |
Common stock, shares authorized | 750,000,000 | 240,000,000 | 240,000,000 | ' | ' | ' | ' |
Common stock, issued | 185,448,022 | 179,167,112 | 17,162,016 | ' | ' | ' | ' |
Common stock, outstanding | 185,448,022 | 179,167,112 | 17,162,016 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Rental income | $0 | $56,681 | $18,301 | $138,060 | $35,713 | $64,791 | $3,762 |
Direct financing lease income | ' | 977 | 0 | 977 | 0 | ' | ' |
Operating expense reimbursements | 0 | 3,226 | 515 | 6,878 | 773 | 2,002 | 208 |
Total revenues | 0 | 60,884 | 18,816 | 145,915 | 36,486 | 66,793 | 3,970 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' |
Acquisition related | 0 | 1,235 | 14,636 | 21,961 | 27,235 | 42,761 | 3,898 |
Merger and other transaction related | 0 | 3,791 | 0 | 146,240 | 20 | 2,603 | 0 |
Property operating | 0 | 4,103 | 1,076 | 8,972 | 1,656 | 3,484 | 220 |
General and administrative | 0 | 1,586 | 496 | 4,018 | 1,523 | 5,092 | 735 |
Equity-based compensation | ' | 7,180 | 480 | 11,510 | 804 | ' | ' |
Depreciation and amortization | 0 | 39,382 | 11,632 | 92,211 | 22,161 | 40,700 | 2,111 |
Operating fees to affiliates | 0 | 0 | 0 | 0 | 212 | 212 | 0 |
Total operating expenses | 0 | 57,277 | 28,320 | 284,912 | 53,611 | 94,852 | 6,964 |
Operating income (loss) | 0 | 3,607 | -9,504 | -138,997 | -17,125 | -28,059 | -2,994 |
Other income (expenses): | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 0 | -24,135 | -3,454 | -41,589 | -7,596 | -11,856 | -960 |
Loss on contingent value rights | ' | -38,542 | 0 | -69,676 | 0 | ' | ' |
Income from investment securities | 0 | 0 | 0 | 218 | 0 | 534 | 0 |
Gain on sale of investment securities | ' | 0 | 0 | 451 | 0 | ' | ' |
Loss on derivative instruments | ' | -99 | 0 | -144 | 0 | ' | ' |
Other income, net | 0 | 45 | 206 | 171 | 273 | 426 | 2 |
Total other expenses, net | 0 | -62,731 | -3,248 | -110,569 | -7,323 | -10,896 | -958 |
Loss from continuing operations | 0 | -59,124 | -12,752 | -249,566 | -24,448 | -38,955 | -3,952 |
Net (gain) loss from continuing operations attributable to non-controlling interests | 0 | -30 | 65 | 726 | 138 | 255 | 69 |
Net loss from continuing operations attributable to stockholders | 0 | -59,154 | -12,687 | -248,840 | -24,310 | -38,700 | -3,883 |
Discontinued operations: | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) from operations of held for sale properties | 0 | 96 | 44 | 159 | -53 | -145 | -37 |
(Loss) gain on held for sale properties | 0 | 0 | -47 | 14 | -452 | -600 | -815 |
Net income (loss) from discontinued operations | 0 | 96 | -3 | 173 | -505 | -745 | -852 |
Net (loss) income from discontinued operations attributable to non-controlling interests | 0 | -5 | 0 | -9 | 27 | 46 | 36 |
Net income (loss) from discontinued operations attributable to stockholders | 0 | 91 | -3 | 164 | -478 | -699 | -816 |
Net loss | 0 | -59,028 | -12,755 | -249,393 | -24,953 | -39,700 | -4,804 |
Net (income) loss attributable to non-controlling interests | 0 | -35 | 65 | 717 | 165 | 301 | 105 |
Net loss attributable to stockholders | 0 | -59,063 | -12,690 | -248,676 | -24,788 | -39,399 | -4,699 |
Other comprehensive income (loss): | ' | ' | ' | ' | ' | ' | ' |
Designated derivatives, fair value adjustments | 0 | -3,622 | -1,198 | 9,218 | -4,037 | -3,743 | -98 |
Unrealized (loss) gain on investment securities, net | 0 | -440 | 34 | -427 | 34 | -93 | 0 |
Comprehensive loss | $0 | ($63,125) | ($13,854) | ($239,885) | ($28,791) | ($43,235) | ($4,797) |
Basic and diluted net loss per share from continuing operations attributable to common stockholders | $0 | ($0.32) | ($0.09) | ($1.49) | ($0.31) | ($0.38) | ($1.04) |
Basic and diluted net loss per share attributable to common stockholders | $0 | ($0.32) | ($0.09) | ($1.49) | ($0.32) | ($0.39) | ($1.26) |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stock-holders' Equity | Non-Controlling Interests | Total | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] |
In Thousands, except Share data, unless otherwise specified | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stock-holders' Equity | Non-Controlling Interests | ||||||||
Balance at Dec. 01, 2010 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' |
Shares, Outstanding at Dec. 01, 2010 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | 200 | ' | ' | 200 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2010 | 0 | 0 | 200 | 0 | 0 | 200 | 0 | 200 | ' | ' | ' | ' | ' | ' | ' |
Shares, Outstanding at Dec. 31, 2010 | 0 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | 16,929,184 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | 170 | 185,957 | ' | ' | 186,127 | ' | 186,127 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued through distribution reinvestment plan (in shares) | ' | 27,169 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued through distribution reinvestment plan | ' | ' | 271 | ' | ' | 271 | ' | 271 | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchases (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchases | ' | ' | -25 | ' | ' | -25 | ' | -25 | ' | ' | ' | ' | ' | ' | ' |
Offering costs, commissions and dealer manager fees | ' | ' | -21,752 | ' | ' | -21,752 | ' | -21,752 | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation (in shares) | ' | 185,663 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | ' | 2 | 223 | ' | ' | 225 | ' | 225 | ' | ' | ' | ' | ' | ' | ' |
Consideration paid for assets of Manager in excess of carryover basis/Contribution transactions | ' | ' | -16,769 | ' | ' | -16,769 | ' | -16,769 | ' | ' | ' | ' | ' | ' | ' |
Distributions declared | ' | ' | ' | ' | -2,519 | -2,519 | ' | -2,519 | ' | ' | ' | ' | ' | ' | ' |
Contributions from non-controlling interest holders | ' | ' | 3,875 | ' | ' | 3,875 | -3,875 | 0 | ' | ' | ' | ' | ' | ' | ' |
Distributions to non-controlling interest holders | ' | ' | ' | ' | ' | ' | 68 | 68 | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -4,699 | -4,699 | -105 | -4,804 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income | ' | ' | ' | -98 | ' | -98 | ' | -98 | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | 0 | 172 | 144,230 | -98 | -7,218 | 137,086 | 3,702 | 140,788 | ' | ' | ' | ' | ' | ' | ' |
Shares, Outstanding at Dec. 31, 2011 | 0 | 17,162,016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | 159,396,558 | ' | ' | ' | ' | ' | ' | 828,472 | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | 1,594 | 1,656,213 | ' | ' | 1,657,807 | ' | 1,657,807 | 8 | ' | 8,992 | ' | ' | 9,000 | ' |
Common stock issued through distribution reinvestment plan (in shares) | ' | 2,678,451 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued through distribution reinvestment plan | ' | 27 | 26,757 | ' | ' | 26,784 | ' | 26,784 | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchases (in shares) | ' | 181,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchases | ' | -2 | -1,872 | ' | ' | -1,874 | ' | -1,874 | ' | ' | ' | ' | ' | ' | ' |
Offering costs, commissions and dealer manager fees | ' | ' | -181,643 | ' | ' | -181,643 | ' | -181,643 | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation (in shares) | ' | 111,566 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | ' | 1 | 1,223 | ' | ' | 1,224 | ' | 1,224 | ' | ' | ' | ' | ' | ' | ' |
Distributions declared | ' | ' | ' | ' | -73,455 | -73,455 | ' | -73,455 | ' | ' | ' | ' | ' | ' | ' |
Issuance of operating partnership units | ' | ' | ' | ' | ' | ' | 6,352 | 6,352 | ' | ' | ' | ' | ' | ' | ' |
Contributions from non-controlling interest holders | ' | ' | ' | ' | ' | ' | -7,375 | 7,375 | ' | ' | ' | ' | ' | ' | ' |
Distributions to non-controlling interest holders | ' | ' | ' | ' | ' | ' | 663 | 663 | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -39,399 | -39,399 | -301 | -39,700 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income | ' | ' | ' | -3,836 | ' | -3,836 | ' | -3,836 | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 8 | 1,792 | 1,653,900 | -3,934 | -120,072 | 1,531,694 | 16,465 | 1,548,159 | ' | ' | ' | ' | ' | ' | ' |
Shares, Outstanding at Dec. 31, 2012 | 828,472 | 179,167,112 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (in shares) | ' | 32,036,221 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | 320 | 490,258 | ' | ' | 490,578 | ' | 490,578 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Convertible Preferred Stock Series A and B to common stock (in shares) | -828,472 | 828,472 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Convertible Preferred Stock Series A and B to common stock | -8 | 8 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Conversion of OP Units to common stock (in shares) | ' | 599,233 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of OP Units to common stock | ' | 6 | 5,794 | ' | ' | 5,800 | -5,800 | 0 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued through distribution reinvestment plan (in shares) | ' | 489,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued through distribution reinvestment plan | ' | 5 | 4,890 | ' | ' | 4,895 | ' | 4,895 | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchases (in shares) | ' | 28,315,016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchases | ' | -283 | -357,634 | ' | ' | -357,917 | ' | -357,917 | ' | ' | ' | ' | ' | ' | ' |
Offering costs, commissions and dealer manager fees | ' | ' | -4,298 | ' | ' | -4,298 | ' | -4,298 | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation (in shares) | ' | 643,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | ' | ' | ' | ' | ' | ' | 9,827 | 9,827 | ' | ' | ' | ' | ' | ' | ' |
Amortization of restricted shares | ' | ' | 4,068 | ' | ' | 4,068 | ' | 4,068 | ' | ' | ' | ' | ' | ' | ' |
Consideration paid for assets of Manager in excess of carryover basis/Contribution transactions | ' | ' | -3,035 | ' | ' | -3,035 | ' | -3,035 | ' | ' | ' | ' | ' | ' | ' |
Equity component of convertible debt | ' | ' | 9,372 | ' | ' | 9,372 | ' | 9,372 | ' | ' | ' | ' | ' | ' | ' |
Distributions declared | ' | ' | ' | ' | -112,069 | -112,069 | ' | -112,069 | ' | ' | ' | ' | ' | ' | ' |
Issuance of operating partnership units | ' | ' | ' | ' | ' | ' | 108,247 | 108,247 | ' | ' | ' | ' | ' | ' | ' |
Contributions from non-controlling interest holders | ' | ' | ' | ' | ' | ' | 750 | 750 | ' | ' | ' | ' | ' | ' | ' |
Distributions to non-controlling interest holders | ' | ' | ' | ' | ' | ' | 5,170 | 5,170 | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -248,676 | -248,676 | -717 | -249,393 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income | ' | ' | ' | 8,791 | ' | 8,791 | ' | 8,791 | ' | ' | ' | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | $0 | $1,848 | $1,803,315 | $4,857 | ($480,817) | $1,329,203 | $123,602 | $1,452,805 | ' | ' | ' | ' | ' | ' | ' |
Shares, Outstanding at Sep. 30, 2013 | 0 | 185,448,022 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash flows from operating activities: | ' | ' | ' | ' | ' | |
Net loss | $0 | ($249,393) | ($24,953) | ($39,700) | ($4,804) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' | ' | ' | |
Issuance of operating partnership units for ARCT III Merger and other transaction related expenses | ' | 108,247 | 0 | ' | ' | |
Depreciation | 0 | 73,493 | 18,046 | 32,799 | 1,879 | |
Amortization of intangible lease assets | 0 | 18,889 | 4,259 | 7,901 | 244 | |
Amortization of deferred costs | 0 | 6,914 | 1,226 | 2,031 | 200 | |
Amortization of above-market lease asset | 0 | 189 | 56 | 116 | 0 | |
Amortization of discount on convertible debt | ' | 347 | 0 | ' | ' | |
(Gain) loss on held for sale properties | 0 | -14 | 452 | 600 | 815 | |
Equity-based compensation | 0 | 13,895 | 837 | 1,224 | 225 | |
Loss on derivative instruments | ' | 144 | 0 | ' | ' | |
Unrealized loss on investments | ' | 14 | 0 | ' | ' | |
Unrealized loss on contingent value rights obligations, net of settlement payments | ' | 49,314 | 0 | ' | ' | |
Convertible obligations to Series C Convertible Preferred stockholders, fair value adjustment | ' | 4,827 | 0 | ' | ' | |
Gain on sale of investments | ' | -451 | 0 | ' | ' | |
Changes in assets and liabilities: | ' | ' | ' | ' | ' | |
Investment in direct financing leases | ' | 102 | 0 | ' | ' | |
Prepaid expenses and other assets | 0 | -12,081 | -3,284 | -4,932 | -546 | |
Accounts payable and accrued expenses | 0 | 4,464 | 1,559 | 8,122 | 843 | |
Deferred rent and other liabilities | 0 | 3,068 | 1,914 | 3,449 | 887 | |
Net cash provided by operating activities | 0 | 21,968 | 112 | 11,610 | -257 | |
Cash flows from investing activities: | ' | ' | ' | ' | ' | |
Investments in real estate and other assets | 0 | -1,173,497 | [1] | -965,383 | -1,582,758 | -89,981 |
Investment in direct financing leases | ' | -57,551 | 0 | ' | ' | |
Capital expenditures | 0 | -113 | 0 | -54 | 0 | |
Purchase of assets from Manager | ' | -1,041 | 0 | ' | ' | |
Proceeds from sale of property held for sale | 0 | ' | 553 | 553 | 0 | |
Deposits for real estate investments | 0 | -28,836 | -4,914 | -500 | 0 | |
Purchases of investment securities | 0 | -12,004 | -8,055 | -41,747 | 0 | |
Proceeds from sale of investment securities | ' | 44,188 | 0 | ' | ' | |
Net cash used in investing activities | 0 | -1,228,854 | -977,799 | -1,624,506 | -89,981 | |
Cash flows from financing activities: | ' | ' | ' | ' | ' | |
Proceeds from mortgage notes payable | 0 | 4,773 | 157,170 | 229,798 | 21,470 | |
Proceeds from senior secured revolving credit facility | 0 | 0 | 48,793 | 82,319 | 2,066 | |
Payments on senior secured revolving credit facility | 0 | -124,604 | -110 | -122 | -11,159 | |
Proceeds from senior corporate credit facility | ' | 860,000 | 0 | ' | ' | |
Payments on senior corporate credit facility | ' | -260,000 | 0 | ' | ' | |
Payments of deferred financing costs | 0 | -38,221 | -13,650 | -13,974 | -3,108 | |
Advance from affiliate bridge loan | ' | 0 | 796 | ' | ' | |
Payment of affiliate bridge loan | ' | 0 | -796 | ' | ' | |
Proceeds from issuance of convertible debt | ' | 310,000 | 0 | ' | ' | |
Common stock repurchases | 0 | -357,916 | -896 | -1,534 | 0 | |
Proceeds from issuances of preferred shares | 0 | 0 | 9,000 | 9,000 | 0 | |
Proceeds from issuance of convertible obligations to Series C Convertible Preferred stockholders | ' | 445,000 | 0 | ' | ' | |
Proceeds from issuances of common stock | 0 | 490,577 | 1,653,988 | 1,658,776 | 122,993 | |
Payments of offering costs and fees related to stock issuances | 0 | -4,041 | -181,037 | -182,226 | -20,884 | |
Contributions from affiliate | 0 | ' | ' | 0 | 2 | |
Contributions from non-controlling interest holders | 0 | 750 | 3,000 | 7,375 | 0 | |
Consideration paid for assets of manager in excess of carryover basis | ' | -3,035 | 0 | ' | ' | |
Distributions to non-controlling interest holders | 0 | -5,170 | -376 | -663 | -68 | |
Distributions paid | 0 | -117,047 | -20,225 | -37,223 | -1,743 | |
Advances from affiliates, net | 0 | 0 | -623 | 20 | 0 | |
Premium payment on interest rate cap | ' | 0 | -13 | ' | ' | |
Restricted cash | 0 | -572 | -1,212 | -1,108 | 0 | |
Net cash provided by financing activities | 0 | 1,200,494 | 1,653,809 | 1,750,438 | 109,569 | |
Net change in cash and cash equivalents | 0 | -6,392 | 676,122 | 137,542 | 19,331 | |
Cash and cash equivalents, beginning of period | 0 | 156,873 | 19,331 | 19,331 | 0 | |
Cash and cash equivalents, end of period | 0 | 150,481 | 695,453 | 156,873 | 19,331 | |
Supplemental Disclosures: | ' | ' | ' | ' | ' | |
Cash paid for interest | 0 | 16,468 | 5,749 | 8,983 | 622 | |
Cash paid for income taxes | 0 | 354 | 88 | 129 | 0 | |
Non-cash investing and financing activities: | ' | ' | ' | ' | ' | |
OP units issued to acquire real estate investment | 0 | 0 | [1] | 6,352 | 6,352 | 0 |
Common stock issued through distribution reinvestment plan | 0 | 4,895 | 12,613 | 26,784 | 271 | |
Initial proceeds from senior secured revolving credit facility used to pay down mortgages assumed in Formation Transactions | 0 | ' | ' | 0 | 51,500 | |
Mortgage note payable contributed in Formation Transactions | 0 | ' | ' | 0 | 13,850 | |
Reclassification of deferred offering costs | $681 | $0 | $900 | $0 | $0 | |
[1] | Excludes 38 properties comprised of $57.4 million of net investments subject to direct financing leases. |
Organization
Organization | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ||||
Organization | ' | ' | ||||
Note 1 - Organization | Note 1 - Organization | |||||
American Realty Capital Properties, Inc. (the "Company" or "ARCP"), is a Maryland corporation incorporated on December 2, 2010 that qualified as a real estate investment trust for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. On September 6, 2011, the Company completed its initial public offering (the "IPO"). The Company's common stock trades on the NASDAQ Global Select Market ("NASDAQ") under the symbol "ARCP". | American Realty Capital Properties, Inc. (the "Company"), is a Maryland corporation incorporated on December 2, 2010 that qualified as a real estate investment trust for U.S. federal income tax purposes beginning in the year ended December 31, 2011. On September 6, 2011, the Company completed its initial public offering (the "IPO") and its shares of common stock began trading on the NASDAQ Capital Market ("NASDAQ") under the symbol "ARCP" on September 7, 2011. | |||||
The Company acquires, owns and operates single-tenant, freestanding commercial real estate properties. The Company has acquired properties with a combination of long-term and medium-term leases and intends to continue to acquire properties with approximately 70% long-term leases and 30% medium-term leases, with an average portfolio remaining lease term of approximately 10 to 12 years. The Company considers properties that are leased on a "medium-term" basis to mean properties originally leased long-term (ten years or longer) that currently have a primary remaining lease duration of generally three to eight years, on average. The Company expects this investment strategy to develop growth potential from below market leases. Additionally, the Company owns a portfolio that uniquely combines properties with stable income from high credit quality tenants, and properties that have substantial future growth potential. | The Company acquires, owns and operates single-tenant, freestanding commercial real estate properties. The Company has acquired a combination of long-term and medium-term leases and intends to continue to acquire properties with approximately 70% long-term leases and 30% medium-term leases, with an average remaining lease term of 10 to 12 years. The Company considers properties that are leased on a "medium-term" basis to mean properties originally leased long-term (ten years or longer) that currently have a primary remaining lease duration of generally three to eight years, on average. The Company expects this investment strategy to develop growth potential from below market leases. Additionally, the Company owns a portfolio that uniquely combines a portfolio of properties with stable income from high credit quality tenants, with properties that have substantial growth opportunities. | |||||
The Company has advanced its investment objectives by growing its net lease portfolio through key mergers and acquisitions. Since January 1, 2013, the Company has completed or has definitive agreements to complete various mergers and portfolio acquisitions totaling approximately $18.0 billion of assets. See Note 2 - Mergers and Acquisitions. | On February 28, 2013, the Company merged with American Realty Capital Trust III, Inc., a Maryland Corporation ("ARCT III"), (see Note 2 - Merger Agreement). | |||||
Substantially all of the Company's business is conducted through ARC Properties Operating Partnership, L.P., a Delaware limited partnership (the "OP"). The Company is the sole general partner and holder of 95.3% of the equity interests in the OP as of September 30, 2013. Certain affiliates of the Company and certain unaffiliated investors are limited partners and owners of 4.3% and 0.4%, respectively, of the equity interests in the OP. After holding units of limited partner interests in the OP ("OP Units") for a period of one year, holders of OP Units have the right to convert the OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. | Prior to the Merger (as defined below) and continuing following the consummation of the Merger, substantially all of the Company's business was and continues to be conducted through ARC Properties Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holder of 99.1% of the equity interest in the OP as of December 31, 2012. ARC Real Estate Partners, LLC (the "Contributor") and certain unaffiliated investors are limited partners and owners of 0.2% and 0.7%, respectively, of the equity interest in the OP. After holding units of limited partner interests in the OP ("OP Units") for a period of one year, holders of OP Units have the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, as allowed by the limited partnership agreement of the OP. All holders of units of equity ownership in the ARCT III operating partnership converted such units into the same class of equity ownership in the OP immediately upon consummation of the Merger. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. | |||||
The Company has retained ARC Properties Advisors, LLC (the "Manager"), a wholly owned subsidiary of AR Capital LLC, (the "Sponsor"), to manage its affairs on a day to day basis and, as a result, is generally externally managed, with the exception of certain acquisition, accounting and portfolio management services performed by employees of the Company. The Company's board of directors determined that it is in the best interests of the Company and its stockholders to become self-managed prior to the pending closing of its merger with Cole Real Estate Investments, Inc. In connection with becoming self-managed, the Company expects to terminate the existing management agreement with the Manager, enter into appropriate employment and incentive compensation arrangements with its executives and acquire from the Manager certain assets necessary for its operations. | The Company has retained ARC Properties Advisors, LLC (the "Manager"), a wholly owned subsidiary of the Sponsor, to manage its affairs on a day to day basis and, as a result, is generally externally managed. Prior to the Merger, the Company had no employees. In connection with the Merger, the Company internalized certain functions performed for it by the Sponsor and its affiliates prior to the Merger, including acquisition, accounting and portfolio management services and, as a result, the Company currently employs individuals performing such functions. ARCT III was externally managed by American Realty Capital Advisors III, LLC (the "ARCT III Advisor"). These affiliated parties, including the Manager, the Sponsor and Realty Capital Securities, LLC ("RCS" or the "Dealer Manager"), an entity which is under common ownership with the Sponsor, have performed services for the Company and ARCT III, in exchange for which they have received compensation, fees and expense reimbursements, and will continue to receive compensation, fees and expense reimbursements for providing on-going investment oversight and management services to the Company. | |||||
Formation Transactions | ||||||
At the completion of the Company's IPO, the Contributor, an affiliate of the Sponsor, contributed to the OP its indirect ownership interests in certain assets of ARC Income Properties, LLC and ARC Income Properties III, LLC (the "Contributed Companies"). Assets contributed included (1) 59 properties that are presently leased to RBS Citizens Bank, N.A. and Citizens Bank of Pennsylvania, or collectively, Citizens Bank, one property presently leased to Community Bank, N.A, or Community Bank, and one property leased to Home Depot U.S.A., Inc., or Home Depot, and (2) two vacant properties. Additionally, the OP assumed certain liabilities of the Contributed Companies, including $30.6 million of unsecured notes payable and $96.2 million of mortgage notes secured by the contributed properties. | ||||||
Because the contribution was from an affiliate of the Sponsor and deemed to be a transaction between entities under common control, the assets and liabilities were recorded by the Company at the Contributor's carrying amount, or book value, at the time of the contribution. The assets and liabilities of the Contributed Companies are summarized as follows (amounts in thousands): | ||||||
Assets and liabilities of Contributed Companies, at carryover basis: | ||||||
Real estate investments, net of accumulated depreciation and amortization of $13,453 | $ | 108,759 | ||||
Other assets | 2,402 | |||||
Notes payable(1) | (30,626 | ) | ||||
Mortgage notes payable(2) | (96,472 | ) | ||||
Other liabilities | (834 | ) | ||||
Net assets (liabilities) of Contributed Companies | $ | (16,771 | ) | |||
-1 | Notes payable were repaid from the proceeds of the Company's IPO concurrently with closing. | |||||
-2 | $82.6 million of mortgage notes payable were refinanced with a new $51.5 million revolving credit facility and the remaining balance was repaid from the proceeds of the Company's IPO concurrently with closing of the IPO. |
Mergers_and_Acquisitions
Mergers and Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Merger Agreement [Abstract] | ' | ' |
Mergers and Acquisitions | ' | ' |
Note 2 - Mergers and Acquisitions | Note 2 - Merger Agreement | |
Completed Mergers and Significant Acquisitions | On December 14, 2012, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with ARCT III and certain subsidiaries of each company. The Merger Agreement provided for the merger of ARCT III with and into a subsidiary of the Company (the "Merger"). The Merger was consummated on February 28, 2013. | |
American Realty Capital Trust III Merger | Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, each outstanding share of common stock of ARCT III was converted into the right to receive (i) 0.95 of a share of the Company's common stock, (the "Exchange Ratio") or (ii) $12.00 in cash. In addition, each outstanding unit of equity ownership of the ARCT III OP was converted into the right to receive 0.95 of the same class of unit of equity ownership in the OP. | |
On December 14, 2012, the Company entered into an Agreement and Plan of Merger (the "ARCT III Merger Agreement") with American Realty Capital Trust III, Inc. ("ARCT III") and certain subsidiaries of each company. The ARCT III Merger Agreement provided for the merger of ARCT III with and into a subsidiary of the Company (the "ARCT III Merger"). The ARCT III Merger was consummated on February 28, 2013. | Upon the closing of the Merger, on February 28, 2013, 29.2 million shares, or 16.5% of the then outstanding shares of ARCT III's common stock, were paid in cash at $12.00 per share, which is equivalent to 27.7 million shares of the Company's common stock based on the Exchange Ratio. In addition, 148.1 million shares of ARCT III's common stock were converted to shares of the Company's common stock at the Exchange Ratio, resulting in an additional 140.7 million shares of the Company's common stock outstanding after the exchange. | |
Pursuant to the terms and subject to the conditions set forth in the ARCT III Merger Agreement, each outstanding share of common stock of ARCT III, including restricted shares which became vested, was converted into the right to receive (i) 0.95 of a share of the Company's common stock, (the "ARCT III Exchange Ratio") or (ii) $12.00 in cash. In addition, each outstanding unit of equity ownership of the ARCT III OP was converted into the right to receive 0.95 of the same class of unit of equity ownership in the OP. | Upon the consummation of the Merger, American Realty Capital III Special Limited Partnership, LLC, the holder of the special limited partner interest in the American Realty Capital Operating Partnership III (the "ARCT III OP"), was entitled to subordinated distributions of net sales proceeds from ARCT III OP which resulted in the issuance of units of limited partner interests in the ARCT III OP, when after applying the Exchange Ratio, resulting in the issuance of an additional 7.3 million OP Units. The parties have agreed that such OP Units will be subject to a minimum one-year holding period before being exchangeable into the Company's common stock. | |
Upon the closing of the ARCT III Merger, on February 28, 2013, 29.2 million shares, or 16.5% of the then outstanding shares of ARCT III's common stock, were paid in cash at $12.00 per share, which is equivalent to 27.7 million shares of the Company's common stock based on the ARCT III Exchange Ratio. In addition, 148.1 million shares of ARCT III's common stock were converted to shares of the Company's common stock at the ARCT III Exchange Ratio, resulting in an additional 140.7 million shares of the Company's common stock outstanding after the exchange. | Upon consummation of the Merger, the vesting of the shares of the Company's and ARCT III's outstanding restricted stock was accelerated. | |
Upon the consummation of the ARCT III Merger, American Realty Capital III Special Limited Partnership, LLC, the holder of the special limited partner interest in the ARCT III OP, was entitled to subordinated distributions of net sales proceeds from ARCT III OP which resulted in the issuance of units of limited partner interests in the ARCT III OP, when after applying the ARCT III Exchange Ratio, resulting in the issuance of an additional 7.3 million OP Units. The parties have agreed that such OP Units will be subject to a minimum one-year holding period from the date of issuance before being exchangeable into the Company's common stock. | In connection with the Merger, the Company also had entered into an agreement with the Sponsor and its affiliates to internalize certain functions performed by them prior to the Merger, at no cost to the Company, including acquisition, accounting and portfolio management services (the "Internalization"). In connection with the Internalization, (i) the Company and its Sponsor terminated the acquisition and capital services agreement dated September 6, 2011, between the parties, which eliminated acquisition and financing fees payable by the Company and (ii) the Manager reduced asset management fees from an annualized 0.50% of the unadjusted book value of all of the Company's assets to 0.50% for up to $3.0 billion of unadjusted book value of assets and 0.40% of unadjusted book value of assets greater than $3.0 billion. In addition, the Company paid $4.1 million for certain furniture, fixtures, equipment, and $1.7 million for other assets and certain costs associated with the Merger. The Company and the Manager are considered entities under common control, as such, the assets acquired from the Manager were recorded by the Company at their carryover basis. | |
Also in connection with the ARCT III Merger, the Company entered into an agreement with the Sponsor and its affiliates to internalize certain functions performed by them prior to the ARCT III Merger, reduce certain fees paid to affiliates, purchase certain corporate assets and pay certain merger related fees. See Note 14 - Related Party Transactions and Arrangements. | Accounting Treatment of the Merger | |
Accounting Treatment of the ARCT III Merger | The Company and ARCT III, to the Merger date, were considered to be entities under common control. Both entities' advisors were wholly owned subsidiaries of the Sponsor. The Sponsor and its related parties have significant ownership interests in the Company and had significant ownership of ARCT III through the ownership of shares of common stock and other equity interests. In addition, the advisors of both entities were contractually eligible to charge potential fees for their services to both of the companies including asset management fees, incentive fees and other fees and continue to charge fees to the Company. Due to the significance of these fees, the advisors and ultimately the Sponsor is determined to have a significant economic interest in both companies in addition to having the power to direct the activities of the companies through advisory/management agreements, which qualifies them as affiliated companies under common control in accordance with generally accepted accounting principals in the United States ("U.S. GAAP"). The acquisition of an entity under common control is accounted for on the carryover basis of accounting whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried by the companies on the Merger date. In addition, U.S. GAAP requires that we present historical financial information as if the entities were combined for each period presented, therefore all financial statements including the notes thereto are presented combining ARCP and ARCT III historical financial information. | |
The Company and ARCT III, from inception to the ARCT III Merger date, were considered to be entities under common control. Both entities' advisors were wholly owned subsidiaries of the Sponsor. The Sponsor and its related parties have significant ownership interests in the Company and had significant ownership of ARCT III through the ownership of shares of common stock and other equity interests. In addition, the advisors of both entities were contractually eligible to charge potential fees for their services to both of the companies including asset management fees, incentive fees and other fees and continue to charge fees to the Company. Due to the significance of these fees, the advisors and ultimately the Sponsor is determined to have a significant economic interest in both companies in addition to having the power to direct the significant activities of the companies through advisory/management agreements, which qualifies them as affiliated companies under common control in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). The acquisition of an entity under common control is accounted for on the carryover basis of accounting whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried by the companies on the ARCT III Merger date. In addition, U.S. GAAP requires the Company to present historical financial information as if the merger had occurred as of the beginning of the earliest period presented, therefore the accompanying financial statements including the notes thereto are presented as if the ARCT III Merger had occurred on January 1, 2012. | New Credit Facility | |
GE Capital Portfolio Acquisition | On February 14, 2013, ARCT III, through ARCT III OP, its operating partnership, entered into an unsecured credit facility (the "New Credit Facility"), with Wells Fargo Bank, National Association, as administrative agent, RBS Citizens, N.A. and Regions Bank, as syndication agents, and Capital One, N.A. and JP Morgan Chase Bank, N.A., as documentation agents. | |
On June 27, 2013, the Company, through its OP, acquired from certain affiliates of GE Capital Corp., the equity interests in the entities that own a real estate portfolio comprised of 447 properties (the "GE Capital Portfolio") for consideration of $826.3 million exclusive of closing costs; no liabilities were assumed. The 447 properties are subject to 409 property operating leases, which are accounted for on the straight-line rent basis of accounting, and 38 direct financing leases, which are accounted for as a receivable at a discount to the remaining lease payments and estimated residual values of the related properties. Income on the direct financing leases is recorded using the effective interest method. In addition, the Company has recorded the fair value of the expected residual value of the property for property under direct financing leases. | Additionally, upon consummation of the Merger, the Company's senior secured revolving credit facility with RBS (the "RBS Facility") of up to $150.0 million was paid off in full and terminated. ARCT III terminated the Senior Facility (as defined in Note 5 - Credit Facilities) agreement with RBS simultaneous with entering into the New Credit Facility. | |
CapLease, Inc. Merger | See Note 5 - Credit Facilities for further description of the New Credit Facility and repayments and terminations of facilities upon the consummation of the Merger. | |
On May 28, 2013, the Company entered into an Agreement and Plan of Merger (the "CapLease Merger Agreement") with CapLease, Inc., a Maryland corporation ("CapLease"), and certain subsidiaries of each company. The CapLease Merger Agreement provided for the merger of CapLease with and into a subsidiary of the Company (the "CapLease Merger"). | ||
Pursuant to the terms and subject to the conditions set forth in the CapLease Merger Agreement, each outstanding share of common stock of CapLease, other than shares owned by the Company, CapLease or any of their respective wholly owned subsidiaries, were converted into the right to receive $8.50 in cash without interest. Each outstanding share of preferred stock of CapLease, other than shares owned by the Company, CapLease or any of their respective wholly owned subsidiaries, were converted into the right to receive an amount in cash, without interest, equal to the sum of $25.00 plus all accrued and unpaid dividends on such shares of preferred stock. In addition, in connection with the merger of CapLease, LP with and into the OP (the "CapLease Partnership Merger"), each outstanding unit of equity ownership of the CapLease's operating partnership other than units owned by CapLease or any wholly owned subsidiary of CapLease were converted into the right to receive $8.50 in cash, without interest. Shares of the CapLease's outstanding restricted stock were accelerated and became fully vested, and restricted stock and any outstanding performance shares were fully earned and had the right to receive $8.50 per share. | ||
On November 5, 2013, the Company completed the merger with CapLease based on the terms of the CapLease Merger Agreement and total cash consideration of $920.7 million was paid to the common and preferred shareholders. The merger will be accounted for under the acquisition method of accounting under U.S. GAAP. Under the acquisition method of accounting, the assets acquired and liabilities assumed from CapLease will be recorded as of the acquisition date at their respective fair values. Any excess of purchase price over the fair values will be recorded as goodwill. Results of operations for CapLease will be included in the Company's consolidated financial statements from the date of acquisition. | ||
Pending Mergers and Significant Acquisitions | ||
American Realty Capital Trust IV Merger | ||
On July 1, 2013, the Company entered into an Agreement and Plan of Merger, as amended on October 6, 2013, (the "ARCT IV Merger Agreement") with American Realty Capital Trust IV, Inc., a Maryland corporation ("ARCT IV"), and certain subsidiaries of each company. The ARCT IV Merger Agreement provides for the merger of ARCT IV with and into a subsidiary of the Company (the "ARCT IV Merger"). | ||
Pursuant to the terms and subject to the conditions set forth in the ARCT IV Merger Agreement, at the effective time of the ARCT IV Merger, each outstanding share of common stock of ARCT IV will be exchanged for (i) $9.00 to be paid in cash, plus (ii) 0.5190 shares of the Company's common stock, par value $0.01, and (iii) 0.5937 shares of a new series of preferred stock to be designated as Series F Cumulative Redeemable Preferred Stock ("Series F Preferred Stock"), par value $0.01. | ||
The Series F Preferred Stock will not be redeemable by the Company before the fifth anniversary of the date on which such Series F Preferred Stock is issued (the "Initial Redemption Date"), except under circumstances intended to preserve the Company's status as a real estate investment trust for federal and/or state income tax purposes and except upon the occurrence of a change of control. On and after the Initial Redemption Date, the Company may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company redeems or otherwise repurchases them or they become convertible and are converted into common stock (or, if applicable, alternative consideration). | ||
In addition, each outstanding Class B unit of equity ownership of the ARCT IV will be converted into the right to receive 2.3591 Class B OP Units of the Company and other equity units of ARCT IV will receive 2.3961 OP Units of the Company. In addition, on the date of the ARCT IV Merger, all outstanding restricted common stock of ARCT IV date will become fully vested and exchanged for shares of Company common stock based on the ARCT IV Exchange Ratio. | ||
In connection with the ARCT IV Merger, ARCT IV's external advisor has agreed to waive a portion of the real estate commissions contractually due to it from ARCT IV upon the sale of properties in an amount equal to the lesser of (i) 2.0% of the sales price of the properties and (ii) one-half of the competitive real estate commissions if a third party broker is also involved. ARCT IV's external advisor and ARCT IV agreed that ARCT IV's external advisor will be entitled to a reduced real estate commission of $8.4 million. | ||
The Company has also entered into an agreement to purchase certain assets from ARCT IV's external advisor and reimburse ARCT IV's external advisor for certain expenses related to the ARCT IV Merger for total cash consideration of $5.8 million. | ||
ARCT IV's external advisor will be entitled to subordinated distributions of net sales proceeds in an amount estimated to be approximately $68.3 million, assuming an implied price of the Company's common stock of $13.50 per share upon the ARCT IV Merger. Such subordinated distributions of net sales proceeds will be payable in the form of equity units of ARCT IV that will automatically convert into OP Units of the Company upon consummation of the ARCT IV Merger and will be subject to a minimum one-year holding period from the date of issuance before being exchangeable into the Company's common stock. The actual amount of consideration to be paid for subordinated distributions of net sales proceeds will be based, in part, on the market price of the Company's common stock on the date of the ARCT IV Merger and will not be known until the ARCT IV Merger date. | ||
Accounting Treatment for the ARCT IV Merger | ||
The Company and ARCT IV are considered to be entities under common control. Both entities' advisors are wholly owned subsidiaries of the Sponsor. The Sponsor and its related parties have ownership interests in the Company and ARCT IV through the ownership of shares of common stock and other equity interests. In addition, the advisors of both entities are contractually eligible to charge potential fees for their services to both of the companies including asset management fees, incentive fees and other fees and will continue to charge fees to the Company following the ARCT IV Merger. Due to the significance of these fees, the advisors and ultimately the Sponsor is determined to have a significant economic interest in both companies in addition to having the power to direct the activities of the companies through advisory/management agreements, which qualifies them as affiliated companies under common control in accordance with U.S. GAAP. The acquisition of an entity under common control is accounted for on the carryover basis of accounting whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried by the companies on the ARCT IV Merger date. In addition, U.S. GAAP requires the Company to present historical financial information as if the entities were combined for each period presented once the ARCT IV Merger is consummated. | ||
The ARCT IV Merger is expected to close in the fourth quarter of 2013. However, as of the filing of this Quarterly Report on Form 10-Q, the consummation of the ARCT IV Merger has not yet occurred and, although the Company believes that the completion of the ARCT IV Merger is probable, the closing of the ARCT IV Merger is subject to a vote by the common stockholders of ARCT IV and other customary conditions, and therefore there can be no assurance that the ARCT IV Merger will be consummated. Accordingly, the Company cannot assure that the ARCT IV Merger will be completed based on the terms of the ARCT IV Merger or at all. | ||
Fortress Portfolio Acquisition | ||
On July 24, 2013, AR Capital, LLC and another related entity, on behalf of the Company and certain other entities sponsored directly or indirectly by AR Capital, LLC, entered into a purchase and sale agreement with subsidiaries of Fortress Investment Group LLC ("Fortress") for the purchase and sale of 196 properties owned by Fortress for an aggregate contract purchase price of approximately $972.5 million, subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs, which was allocated to the Company based on the pro-rata fair value of the properties acquired by the Company relative to the fair value of all 196 properties to be acquired from Fortress. Of the 196 properties, 120 properties are expected to be acquired by the Company from Fortress for a purchase price of approximately $601.2 million, subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs. On October 1, 2013, the Company closed on 41 of the 120 properties with a total purchase price of $200.3 million, exclusive of closing costs.The remaining properties are expected to close in the fourth quarter of 2013. | ||
Inland Portfolio Acquisition | ||
On August 8, 2013 the Company's Sponsor entered into a purchase and sale agreement with Inland American Real Estate Trust, Inc. ("Inland") for the purchase and sale of the equity interests of 67 companies owned by Inland for an aggregate contract purchase price of approximately $2.3 billion, subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs. Of the 67 companies, the equity interests of 10 companies (the "Inland Portfolio") will be acquired by the Company from Inland for a purchase price of approximately $501.0 million, subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs, which was allocated to the Company based on the pro-rata fair value of the Inland Portfolio relative to the fair value of all 67 companies to be acquired by the Company and other entities sponsored directly or indirectly by the Company's Sponsor from Inland. The Inland Portfolio is comprised of 33 properties. As of September 30, 2013, the Company has closed on five of the 33 properties for a total purchase price of $56.4 million, exclusive of closing costs. The remaining properties are expected to close in the fourth quarter of 2013. | ||
Cole Real Estate Investments, Inc. Merger | ||
On October 22, 2013, the Company entered into an Agreement and Plan of Merger (the "Cole Merger Agreement") with Cole Real Estate Investments, Inc., a Maryland corporation ("Cole"), and certain subsidiaries of each company. The Cole Merger Agreement provides for the merger of Cole with and into a subsidiary of the Company (the "Cole Merger"). | ||
Pursuant to the terms and subject to the conditions set forth in the Cole Merger Agreement, at the effective time of the Cole Merger, each outstanding share of common stock of Cole will be exchanged for (i) 1.0929 shares of common stock of ARCP, par value $0.01 per share, or (ii) $13.82 in cash. In no event will the cash consideration be paid with respect to more than 20% of the shares of Cole common stock issued and outstanding as of immediately prior to the consummation of the merger. If the aggregate elections for payment in cash exceed 20% of the number of shares of Cole common stock issued and outstanding as of immediately prior to the consummation of the merger, then the amount of cash consideration paid will be reduced on a pro rata basis to 20% with the remaining consideration paid in ARCP common stock. Cash will be paid in lieu of any fractional shares. In addition, upon the consummation of the Cole Merger all of Cole's restricted stock units and restricted performance units outstanding on that date will become vested and exchanged based on the same exchange provisions as for common stock. The merger is expected to close in the first half of 2014. However, as of the filing of this Quarterly Report on Form 10-Q, the consummation of the Cole Merger has not yet occurred and, although the Company believes that the completion of the Cole Merger is probable, the closing of the Cole Merger is subject to a vote by the common stockholders of both Cole and the Company and other customary conditions, and therefore there can be no assurance that the Cole Merger will be consummated. Accordingly, the Company cannot assure that the Cole Merger will be completed based on the terms of the Cole Merger or at all. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||
Note 3 - Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies | |||||||||||||||||||||||||
The consolidated financial statements of the Company included herein were prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results for the entire year or any subsequent interim period. | Basis of Accounting | |||||||||||||||||||||||||
These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2012 of the Company, which are included on Form 8-K/A filed with the Securities and Exchange Commission ("SEC") on May 8, 2013. There have been no significant changes to these policies during the nine months ended September 30, 2013, other than the updates described below. | The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with U.S. GAAP. | |||||||||||||||||||||||||
Reclassification | Principles of Consolidation and Basis of Presentation | |||||||||||||||||||||||||
Certain reclassifications have been made to the previously issued historical financial statements of the Company to conform to this presentation. | The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | |||||||||||||||||||||||||
Investment in Direct Financing Leases | Reclassification | |||||||||||||||||||||||||
The Company has acquired certain properties that are subject to leases that qualify as direct financing leases in accordance with U.S. GAAP due to the significance of the lease payments from the inception of the leases compared to the fair value of the property. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow based on interest rates that would represent the Company's incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease. | Certain reclassifications have been made to the previously issued historical consolidated financial statements of the Company and ARCT III to conform to this consolidated presentation. | |||||||||||||||||||||||||
As part of the update to the provisional allocation of the purchase price for the GE Capital portfolio, the Company reclassified approximately $9.9 million from investment in direct financing leases receivables to investments in real estate, at cost. | Use of Estimates | |||||||||||||||||||||||||
Convertible Obligation to Series C Convertible Preferred Stockholders | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, to record investments in real estate, real estate taxes, and derivative financial instruments and hedging activities, as applicable. | |||||||||||||||||||||||||
On June 7, 2013, the Company issued, through a private placement, 28.4 million shares of Series C Convertible Preferred Stock (the "Series C Stock") for gross proceeds of $445.0 million. Due to an unconditional obligation to either redeem or convert the Series C Stock into a variable number of shares of common stock that is predominantly based on a fixed monetary amount, the preferred securities are classified as an obligation under U.S. GAAP and are presented in the consolidated balance sheet as a liability. In September 2013, the Company entered into an agreement with the investors in the Series C Stock whereby, promptly following the closing of the CapLease Merger, the Series C Stock will be converted, in accordance with the terms of the original agreement, into 1.4 million shares of common stock representing an estimated $18.3 million of value, with the remaining balance of Series C Stock settled in cash. Total consideration to be paid in cash is estimated to be $435.6 million. The conversion and redemption of Series C Stock is expected to close promptly following the Company's merger with CapLease, which, as discussed in Note 2 - Mergers and Acquisitions, consummated on November 5, 2013. Certain holders of the Series C Stock have agreed to reinvest their cash proceeds into a new Series D Cumulative Convertible Preferred stock ("Series D Stock") representing $249.6 million or 18.8 million shares. The remaining Series C stock holders have agreed to reinvest their cash proceeds from the redemption of the Series C Stock into common stock representing $186.0 million or 15.1 million shares. The convertible obligation to Series C convertible preferred stockholders is recorded at fair value at September 30, 2013, which approximates the estimated settlement value. The preferred shares liability will be carried at fair value and adjusted on a quarterly basis. | Formation Transactions | |||||||||||||||||||||||||
Convertible Debt | Upon the effectiveness of the IPO, the Company acquired certain properties from affiliated entities of the Company and, as such, the Company was no longer considered to be in the development stage. The contribution of the properties from affiliates in the initial formation of the Company was accounted for as a reorganization of entities under common control and therefore all assets and liabilities related to the contributed properties were accounted for on the carryover basis of accounting whereby the real estate investments were contributed at amortized cost and all assets and liabilities of the predecessor entities became assets and liabilities of the Company. | |||||||||||||||||||||||||
On July 29, 2013 the Company issued $300.0 million of Convertible Senior Notes and issued an additional $10.0 million of Convertible Senior Notes on August 1, 2013. The notes mature August 1, 2018 and are convertible to cash or shares of the Company's common stock at the Company's option in accordance with the agreement. In accordance with U.S GAAP, the notes are accounted for as a liability with a separate equity component recorded for the conversion option. The liability was recorded on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the notes and the estimated fair value of the debt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the equity component. The debt discount is being amortized to interest expense over the expected life of the Convertible Senior Notes. | Real Estate Investments | |||||||||||||||||||||||||
Contingent Valuation Rights | The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for acquired intangible lease assets. | |||||||||||||||||||||||||
On June 7, 2013, the Company issued to certain common stock investors 29.4 million contingent value rights ("Common Stock CVR's") and to the Series C Convertible Preferred Stock investors 28.4 million contingent value rights ("Preferred Stock CVR's"). In September 2013, certain investors holding the Common Stock CVR's received $20.4 million representing the maximum payment of $1.50 per share as defined in the agreement. The remaining Common Stock CVR holders have deferred settlement of the amount owed to them of $23.7 million and will reinvest those proceeds in Series D Stock, which reinvestment is expected to occur, as discussed above, promptly following the CapLease Merger, which consummated on November 5, 2013. | Impairment of Long Lived Assets | |||||||||||||||||||||||||
In accordance with an agreement with the Preferred Stock CVR holders dated September 15, 2013, the Preferred Stock CVR's will be settled for $0.90 per Preferred CVR or a total of $25.6 million. | Operations related to properties that have been sold or properties that are intended to be sold are presented as discontinued operations in the statement of operations for all periods presented, and properties intended to be sold are designated as "held for sale" on the accompanying consolidated balance sheets. | |||||||||||||||||||||||||
The holders of certain of the Preferred Stock CVR's have agreed to reinvest their payment into Series D Stock representing $14.6 million or 1.1 million shares with the remaining $11.0 million paid in cash. The settlement of the Preferred Stock CVR will occur promptly following the CapLease Merger, which consummated on November 5, 2013. | When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. | |||||||||||||||||||||||||
Changes in the fair value of the contingent valuation rights obligation is recorded in the consolidated statement of operations and comprehensive loss as an unrealized gain or loss in the period incurred. | For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. At December 31, 2012, and 2011, the Company had one and two, respectively, vacant properties classified as properties held for sale. See Note 17 - Discontinued Operations and Properties Held for Sale. | |||||||||||||||||||||||||
Contingent Rental Income | Allocation of Purchase Price of Acquired Assets | |||||||||||||||||||||||||
The Company owns certain properties that have associated leases that require the tenant to pay contingent rental income based on a percentage of the tenant's sales after the achievement of certain sales thresholds, which may be monthly, quarterly or annual targets. As a lessor, the Company defers the recognition of contingent rental income until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. | The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, buildings, equipment and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships. | |||||||||||||||||||||||||
Non-Controlling Interests | Amounts allocated to land, buildings, equipment and fixtures are based on cost segregation studies performed by independent third-parties or on the Company's analysis of comparable properties in its portfolio. Depreciation is computed using the straight-line method over the estimated lives of forty years for buildings, five to ten years for building equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements. | |||||||||||||||||||||||||
As described in Note 1 - Organization, certain affiliates and non-affiliated third parties have been issued OP Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest is reflected as equity in the consolidated balance sheets. In addition, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Furthermore, upon conversion of OP Units to common stock, any difference between the fair value of common shares gives and the carrying value of the OP Units converted is recorded as a component of equity. As of September 30, 2013 and December 31, 2012, there were 9,051,661 and 1,621,349 OP Units outstanding, respectively. | The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. | |||||||||||||||||||||||||
Recent Accounting Pronouncements | Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values will be amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. | |||||||||||||||||||||||||
In December 2011, the Financial Accounting Standards Board ("FASB") issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Refer to Note 6 - Derivatives and Hedging Activities for the Company's disclosure of information about offsetting and related arrangements. | The aggregate value of intangibles assets related to customer relationships is measured based on the Company's evaluation of the specific characteristics of each tenant's lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of the Company's existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals, among other factors. | |||||||||||||||||||||||||
In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | The value of in-place leases is amortized to expense over the initial term of the respective leases, which range primarily from 2 to 20 years. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. | |||||||||||||||||||||||||
In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Refer to Note 6 - Derivatives and Hedging Activities for the Company's disclosure of the information about the amounts reclassified out of accumulated other comprehensive income by component. | In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. | |||||||||||||||||||||||||
In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows. | Intangible lease assets of the Company consist of the following as of December 31, 2012 and 2011 (amounts in thousands): | |||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||||
In-place leases, gross | $ | 210,959 | $ | 21,777 | ||||||||||||||||||||||
Accumulated amortization on in-place leases | (11,183 | ) | (3,282 | ) | ||||||||||||||||||||||
In-place leases, net of accumulated amortization | 199,776 | 18,495 | ||||||||||||||||||||||||
Above market leases, gross | 1,264 | - | ||||||||||||||||||||||||
Accumulated amortization on above market leases | (116 | ) | - | |||||||||||||||||||||||
Above market leases, net of accumulated amortization | 1,148 | - | ||||||||||||||||||||||||
Total intangible lease assets, net | $ | 200,924 | $ | 18,495 | ||||||||||||||||||||||
The following table provides the weighted-average amortization period as of December 31, 2012 for intangible lease assets and the projected amortization expense and adjustments of rental income for the next five years of the Company (amounts in thousands): | ||||||||||||||||||||||||||
Weighted- | 2013 | 2014 | 2015 | 2016 | 2017 | |||||||||||||||||||||
Average Amortization Period in Years | ||||||||||||||||||||||||||
In-place leases: | ||||||||||||||||||||||||||
Total to be included in amortization expense | 11.9 | $ | 19,265 | $ | 19,234 | $ | 18,855 | $ | 18,586 | $ | 18,049 | |||||||||||||||
Above market leases: | ||||||||||||||||||||||||||
Total to be included in rental income | 5 | $ | 252 | $ | 252 | $ | 252 | $ | 252 | $ | 122 | |||||||||||||||
Total intangible lease assets | 11.9 | |||||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||||||
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. | ||||||||||||||||||||||||||
The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. At December 31, 2012 and 2011, the Company had deposits of $156.9 million and $19.3 million, respectively, of which $154.8 million and $18.5 million were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result. | ||||||||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||||||||
Restricted cash primarily consists of reserves related to lease expirations as well as maintenance, structural, and debt service reserves. | ||||||||||||||||||||||||||
Deferred Costs, Net | ||||||||||||||||||||||||||
Deferred costs, net consists of deferred financing costs net of accumulated amortization, deferred leasing costs net of accumulated amortization and deferred offering costs. | ||||||||||||||||||||||||||
Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined the financing will not close. At December 31, 2012 and 2011, the Company had $15.1 million and $3.1 million, respectively, of deferred financing costs net of accumulated amortization. | ||||||||||||||||||||||||||
Deferred leasing costs, consisting primarily of lease commissions and payments made to assume existing leases, are deferred and amortized over the term of the lease. At December 31, 2012 and 2011, the Company had $0.2 million and $0.3 million, respectively, of deferred leasing costs, net of accumulated amortization. | ||||||||||||||||||||||||||
Deferred offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with registering to sell shares of the Company's common stock. As of December 31, 2012, the Company had $0.1 million of deferred offering costs related to the Company's $500.0 million universal shelf and resale registration statements filed with the SEC in August 2012. As of December 31, 2011, the Company had no deferred offering costs. | ||||||||||||||||||||||||||
Share Repurchase Program | ||||||||||||||||||||||||||
ARCT III's board of directors had adopted a Share Repurchase Program ("SRP") that enabled stockholders to sell their shares to ARCT III in limited circumstances. The SRP permitted investors to sell their shares back to ARCT III after they had held them for at least one year, subject to the significant conditions and limitations described below. | ||||||||||||||||||||||||||
The purchase price per share depended on the length of time investors had held such shares as follows: after one year from the purchase date - the lower of $9.25 or 92.5% of the amount they actually paid for each share; after two years from the purchase date - the lower of $9.50 or 95.0% of the amount they actually paid for each share; after three years from the purchase date - the lower of $9.75 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date - the lower of $10.00 or 100% of the amount they actually paid for each share. | ||||||||||||||||||||||||||
ARCT III was only authorized to repurchase shares pursuant to the SRP up to the value of shares issued under the DRIP and limited the amount spent to repurchase shares in a given quarter to the value of the shares issued under the DRIP in that same quarter. | ||||||||||||||||||||||||||
When a stockholder requested repurchases and the repurchases were approved by ARCT III's board of directors, it reclassified such obligation from equity to a liability based on the settlement value of the obligation. The following table reflects the number of shares repurchased for the years ended December 31, 2012 and 2011. There were no repurchases requested or fulfilled during the period from October 15, 2010 ("ARCT III's date of inception") to December 31, 2010. | ||||||||||||||||||||||||||
Year ended December 31, | Number of Requests | Number of Shares | Average Price per Share | |||||||||||||||||||||||
2011 | 1 | 2,375 | $ | 10 | ||||||||||||||||||||||
2012 | 73 | 179,104 | 9.93 | |||||||||||||||||||||||
Cumulative repurchase requests as of December 31, 2012(1) | 74 | 181,479 | $ | 9.93 | ||||||||||||||||||||||
-1 | Includes unfulfilled repurchase requests for 35,180 shares at a average price per share of $9.86, which were approved for repurchase as of December 31, 2012. | |||||||||||||||||||||||||
Upon the Merger the SRP was terminated. | ||||||||||||||||||||||||||
Distribution Reinvestment Plan | ||||||||||||||||||||||||||
Pursuant to the ARCT III distribution reinvestment plan or ("DRIP"), stockholders could have elected to reinvest distributions by purchasing shares of ARCT III common stock in lieu of receiving cash. No dealer manager fees or selling commissions were paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP had the same rights and were treated in the same manner as if such shares were issued pursuant to ARCT III's initial public offering (the "ARCT III IPO"). Shares issued under the DRIP were recorded within stockholders' equity in the accompanying consolidated balance sheets in the period distributions were declared. During the years ended December 31, 2012 and 2011, ARCT III issued 2.7 million and 27,169 shares of common stock, respectively, with a value of $26.8 million and $0.3 million, respectively, in each case with a par value per share of $0.01, pursuant to the DRIP. Upon the Merger, the DRIP was terminated. | ||||||||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||||||||
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. | ||||||||||||||||||||||||||
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. | ||||||||||||||||||||||||||
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. | ||||||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||||||
Upon the acquisition of real estate, certain properties will have leases where minimum rent payments increase during the term of the lease. The Company will record rental revenue for the full term of each lease on a straight-line basis. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. Cost recoveries from tenants are included in tenant reimbursement income in the period the related costs are incurred, as applicable. | ||||||||||||||||||||||||||
The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. | ||||||||||||||||||||||||||
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the consolidated statements of operations and comprehensive loss. As of December 31, 2012 and 2011, the Company determined that there was no allowance for uncollectible accounts necessary. | ||||||||||||||||||||||||||
Offering and Related Costs | ||||||||||||||||||||||||||
Offering and related costs include costs incurred in connection with the Company's issuance of common stock. These costs include, but are not limited to, (i) legal, accounting, printing, mailing and filing fees; (ii) escrow related fees, and (iii) reimbursement to the Dealer Manager for amounts they paid to reimburse the bonified due diligence expenses of broker-dealers. | ||||||||||||||||||||||||||
Share-Based Compensation | ||||||||||||||||||||||||||
The Company has a stock-based incentive award plan for its affiliated Manager, non-executive directors, officers, other employees and independent contractors who are providing services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under the guidance for share-based payments. The expense for such awards is included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met. See Note 12 - Share-Based Compensation for additional information on these plans. | ||||||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||||||
Each of the Company and ARCT III qualified as REITs under Sections 856 through 860 of the Internal Revenue Code (the "Code") commencing with the taxable year ended December 31, 2011. Being qualified for taxation as a REIT, each of the Company and ARCT III generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, and so long as it distributes at least 90% of its REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Each of the Company and ARCT III may still be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. | ||||||||||||||||||||||||||
Per Share Data | ||||||||||||||||||||||||||
Income (loss) per basic share of common stock is calculated by dividing net income (loss) less dividends on unvested restricted stock and dividends on preferred shares by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted income (loss) per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period. | ||||||||||||||||||||||||||
Reportable Segments | ||||||||||||||||||||||||||
The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company's investments in real estate generate rental revenue and other income through the leasing of properties, which comprised 100% of its total consolidated revenues. Although the Company's investments in real estate will be geographically diversified throughout the United States, management evaluates operating performance on an individual property level. The Company's properties have been aggregated into one reportable segment. | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||
In May 2011, the Financial Accounting Standards Board (the "FASB") issued guidance that expands the existing disclosure requirements for fair value measurements, primarily for Level 3 measurements, which are measurements based on unobservable inputs such as the Company's own data. This guidance is largely consistent with current fair value measurement principles with few exceptions that do not result in a change in general practice. The guidance was applied prospectively and was effective for interim and annual reporting periods ending after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's financial position or results of operations as the guidance relates only to disclosure requirements. | ||||||||||||||||||||||||||
In June 2011, the FASB issued guidance requiring entities to present items of net income and other comprehensive income either in one continuous statement - referred to as the statement of comprehensive income - or in two separate, but consecutive, statements of net income and other comprehensive income. The new guidance does not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. In December 2011, the FASB deferred certain provisions of this guidance related to the presentation of certain reclassification adjustments out of accumulated other comprehensive income, by component in both the statement and the statement where the reclassification is presented. This guidance was applied prospectively and was effective for interim and annual reporting periods ended after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's financial position or results of operations but changed the location of the presentation of other comprehensive income to more closely associate the disclosure with net income. | ||||||||||||||||||||||||||
In September 2011, the FASB issued guidance that allows entities to perform a qualitative analysis as the first step in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then a quantitative analysis for impairment is not required. The guidance was effective for interim and annual impairment tests for fiscal periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's financial position or results of operations. | ||||||||||||||||||||||||||
In December 2011, the FASB issued guidance which contains new disclosure requirements regarding the nature of and entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. The new disclosures are designed to make financial statements prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards and will give the financial statement users information about both gross and net exposures. The guidance is effective for interim and annual reporting periods beginning on or after January 1, 2013. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations. | ||||||||||||||||||||||||||
In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows. | ||||||||||||||||||||||||||
In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | ||||||||||||||||||||||||||
In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Real_Estate_Investments
Real Estate Investments | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||
Real Estate [Abstract] | ' | ' | ||||||||||||||||||||||||||||
Real Estate Investments | ' | ' | ||||||||||||||||||||||||||||
Note 4 - Real Estate Investments | Note 4 - Real Estate Investments | |||||||||||||||||||||||||||||
The following table presents the allocation of the assets acquired during the periods presented (dollar amounts in thousands): | The following table presents the allocation of the assets acquired and liabilities of the Company assumed during the periods presented (dollar amounts in thousands): | |||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Year Ended December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | 2013(1) | 2012 | 2012 | 2011 | |||||||||||||||||||||||||
Real estate investments, at cost: | Real estate investments, at cost: | |||||||||||||||||||||||||||||
Land | $ | 13,620 | $ | 62,171 | $ | 273,047 | $ | 146,439 | Land | $ | 223,917 | $ | 25,624 | |||||||||||||||||
Buildings, fixtures and improvements | 71,046 | 334,566 | 787,192 | 707,499 | Buildings, fixtures and improvements | 1,174,747 | 161,925 | |||||||||||||||||||||||
Total tangible assets | 84,666 | 396,737 | 1,060,239 | 853,938 | Total tangible assets | 1,398,664 | 187,549 | |||||||||||||||||||||||
Acquired intangibles: | Acquired intangibles: | |||||||||||||||||||||||||||||
In-place leases | 10,014 | 56,622 | 117,458 | 117,797 | In-place leases | 189,182 | 21,777 | |||||||||||||||||||||||
Below market leases | (4,200 | ) | - | (4,200 | ) | - | Above market leases | 1,264 | - | |||||||||||||||||||||
Total assets acquired, net | 90,480 | 453,359 | 1,173,497 | 971,735 | Total real estate investments acquired | 1,589,110 | 209,326 | |||||||||||||||||||||||
OP Units issued to acquire real estate investments | - | - | - | (6,352 | ) | OP Units issued to acquire real estate investments | (6,352 | ) | - | |||||||||||||||||||||
Cash paid for acquired real estate investments | $ | 90,480 | $ | 453,359 | $ | 1,173,497 | $ | 965,383 | Cash paid to acquire real estate investments(1) | $ | 1,582,758 | $ | 209,326 | |||||||||||||||||
Number of properties acquired | 38 | 207 | 528 | 377 | Number of properties acquired | 524 | 129 | |||||||||||||||||||||||
-1 | Excludes 38 properties comprised of $57.4 million of net investments subject to direct financing leases. | -1 | For the year ended December 31, 2011, the amount includes the properties that were contributed in September 2011 in conjunction with the completion of the Company's IPO by the Contributor at amortized cost as well as $17.5 million of properties acquired by the Company following its IPO. | |||||||||||||||||||||||||||
Land, buildings, fixtures and improvements, in-place lease intangibles, investments in direct financing leases and below market leases amounting to $826.3 million, are comprised of $202.3 million, $502.5 million, $68.3 million, $57.4 million and $(4.2) million, respectively, which have been provisionally assigned to each class of asset, pending receipt of the final appraisals and other information being prepared by a third-party specialist. | The Company owns and operates commercial properties. As of December 31, 2012, the Company owned 654 properties, one of which was vacant and classified as held for sale. As of December 31, 2011, the Company owned 131 properties, two of which were vacant and classified as held for sale. The Contributor, an affiliate of the Sponsor, contributed 63 properties (the "Contributed Properties") in September 2011 in conjunction with the completion of the IPO at amortized cost. | |||||||||||||||||||||||||||||
As part of the update to the preliminary allocation of the purchase prices for the GE Capital portfolio, the Company reclassified approximately $9.9 million from direct financing lease receivables to investments in real estate at cost. | The following table reflects the number and related purchase prices of properties acquired during the years ended December 31, 2012 and 2011 of the Company (dollar amounts in thousands): | |||||||||||||||||||||||||||||
During the second quarter of 2013, the Company classified a Shaw's Supermarket in Plymouth, MA, as a held for sale property. As of September 30, 2013, the Company owned two properties which were classified as held for sale, including one vacant property. | ||||||||||||||||||||||||||||||
The following table presents unaudited pro forma information as if the acquisitions during the three and nine months ended September 30, 2013 had been consummated on January 1, 2012. Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to exclude acquisition related expenses of $1.2 million and $14.6 million for the three months ended September 30, 2013 and 2012, respectively, and merger and other transaction related expenses of $3.8 million for the three months ended September 30, 2013 . The unaudited pro forma net loss attributable to stockholders was adjusted to exclude acquisition related expenses of $22.0 million and $27.2 million for the nine months ended September 30, 2013 and 2012, respectively, and merger and other transaction related expenses of $146.2 million and $20 thousand for the nine months ended September 30, 2013 and 2012, respectively. | Number of Properties | Base Purchase Price | ||||||||||||||||||||||||||||
Year ended December 31, 2011 | 129 | $ | 209,326 | |||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Year ended December 31, 2012(1) | 524 | 1,589,110 | ||||||||||||||||||||||||||
(Amounts in thousands) | 2013 | 2012 | 2013 | 2012 | Total portfolio as of December 31, 2012 | 653 | $ | 1,798,436 | ||||||||||||||||||||||
Pro forma revenues | $ | 59,074 | $ | 20,949 | $ | 177,222 | $ | 160,534 | -1 | Buildings, fixtures and improvements have been provisionally allocated for two properties with an aggregate purchase price of $183.9 million pending receipt of the cost segregation analyses on such assets being prepared by a third party specialist. | ||||||||||||||||||||
Pro forma net income (loss) attributable to stockholders | $ | (53,842 | ) | $ | 864 | $ | (68,300 | ) | $ | 71,352 | The following table presents unaudited pro forma information as if the acquisitions during the year ended December 31, 2012, had been consummated on December 2, 2010 (date of inception). Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to reclass acquisition and transaction related expenses of $42.8 million from the year ended December 31, 2012 to the period from December 2, 2010 to December 31, 2010. | |||||||||||||||||||
Future Lease Payments | ||||||||||||||||||||||||||||||
The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands): | (Amounts in thousands) | Year Ended December 31, | Period from December 2, | |||||||||||||||||||||||||||
2010 (Date of Inception) | ||||||||||||||||||||||||||||||
Future Minimum | Future Minimum | to December 31, | ||||||||||||||||||||||||||||
Base Rent Payments | Direct Financing | 2012 | 2011 | 2010 | ||||||||||||||||||||||||||
Lease Payments(1) | Pro forma revenues | $ | 146,821 | $ | 144,081 | $ | 26,989 | |||||||||||||||||||||||
October 1, 2013 - December 31, 2013 | $ | 54,638 | $ | 1,083 | Pro forma net income (loss) attributable to | $ | 27,816 | $ | 27,052 | $ | (33,660 | ) | ||||||||||||||||||
2014 | 217,104 | 4,410 | stockholders | |||||||||||||||||||||||||||
2015 | 213,758 | 4,324 | Future Lease Payments | |||||||||||||||||||||||||||
2016 | 209,300 | 4,279 | The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands): | |||||||||||||||||||||||||||
2017 | 198,779 | 3,975 | ||||||||||||||||||||||||||||
Thereafter | 1,298,718 | 12,258 | Future Minimum Base Rent Payments | |||||||||||||||||||||||||||
Total | $ | 2,192,297 | $ | 30,329 | 2013 | $ | 140,200 | |||||||||||||||||||||||
-1 | 38 properties are subject to direct financing leases and, therefore, revenue is recognized as direct financing lease income on the discounted cash flows of the lease payments. Amounts reflected are the cash rent on these respective properties. | 2014 | 140,941 | |||||||||||||||||||||||||||
Net Investment in Direct Financing Leases | 2015 | 141,292 | ||||||||||||||||||||||||||||
The components of the Company's net investment in direct financing leases are as follows (in thousands): | 2016 | 141,579 | ||||||||||||||||||||||||||||
2017 | 138,411 | |||||||||||||||||||||||||||||
30-Sep-13 | Thereafter | 955,557 | ||||||||||||||||||||||||||||
Future minimum lease payments receivable | $ | 30,329 | Total | $ | 1,657,980 | |||||||||||||||||||||||||
Unguaranteed residual value of property | 41,859 | Tenant Concentration | ||||||||||||||||||||||||||||
Unearned income | (14,739 | ) | The following table lists the tenants of the Company whose annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of December 31, 2012 and 2011. Annualized rental income for net leases is rental income on a straight-line basis as of December 31, 2012, which includes the effect of tenant concessions such as free rent, as applicable. The Company did not own any properties as of December 31, 2010. | |||||||||||||||||||||||||||
Net investment in direct financing leases | $ | 57,449 | ||||||||||||||||||||||||||||
Tenant Concentration | Tenant | 2012 | 2011 | |||||||||||||||||||||||||||
The following table lists the tenants of the Company whose annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2012. Annualized rental income for net leases is rental income on a straight-line basis as of the period reported, which includes the effect of tenant concessions such as free rent, as applicable. There were no tenants exceeding 10% of consolidated annualized rental income on a straight-line basis at September 30, 2013. | Dollar General | 12.3 | % | 20.8 | % | |||||||||||||||||||||||||
Citizens Bank | 11.8 | % | 40.8 | % | ||||||||||||||||||||||||||
September 30, | FedEx | 10.2 | % | * | ||||||||||||||||||||||||||
Tenant | 2013 | 2012 | Home Depot | * | 13.7 | % | ||||||||||||||||||||||||
Dollar General | * | 16.9 | % | Walgreens | * | 11.1 | % | |||||||||||||||||||||||
FedEx | * | 14.1 | % | * | The tenants' annualized rental income was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. | |||||||||||||||||||||||||
Citizens Bank | * | 13.6 | % | The termination, delinquency or non-renewal of one or more leases by any of the above tenants may have a material effect on revenues. No other tenant represents more than 10% of the annualized rental income for the periods presented. | ||||||||||||||||||||||||||
* | The tenants' annualized rental income was not greater than 10% of total consolidated annualized rental income for all portfolio properties as of the period specified. | Geographic Concentration | ||||||||||||||||||||||||||||
No other tenant represents more than 10% of total consolidated annualized rental income on a straight-line basis for the periods presented. | The following table lists the states where the Company has concentrations of properties where annual rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of December 31, 2012 and 2011: | |||||||||||||||||||||||||||||
Geographic Concentration | ||||||||||||||||||||||||||||||
The Company had no concentrations of properties where annual rental income for properties in any state, on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2013 or 2012. | State | 2012 | 2011 | |||||||||||||||||||||||||||
Illinois | 11.2 | % | * | |||||||||||||||||||||||||||
South Carolina | * | 15.2 | % | |||||||||||||||||||||||||||
Ohio | * | 12.9 | % | |||||||||||||||||||||||||||
Michigan | * | 17.4 | % | |||||||||||||||||||||||||||
* | The state's annualized rental income was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. |
Investment_Securities
Investment Securities | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||
Investments, All Other Investments [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||
Investment Securities | ' | ' | ||||||||||||||||||||||||||||||||
Note 5 - Investment Securities | Note 7 - Investment Securities | |||||||||||||||||||||||||||||||||
Investment securities are considered available-for-sale and, therefore, increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive income (loss) as a component of equity on the consolidated balance sheets unless the securities are considered to be other than temporarily impaired at which time the losses are reclassified to expense. | At December 31, 2012, the Company had investments in redeemable preferred stock and senior notes, accounted for as debt securities, with a fair value of $41.7 million. These investments were considered available-for-sale securities and therefore increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive income as a component of equity on the consolidated balance sheet unless the securities are considered to be permanently impaired at which time the losses are reclassified to expense. | |||||||||||||||||||||||||||||||||
The following table details the unrealized gains and losses on investment securities as of September 30, 2013 and December 31, 2012 (amounts in thousands): | The following table details the unrealized gains and losses on investment securities as of December 31, 2012. The Company did not have any such investments as of December 31, 2011 (amounts in thousands): | |||||||||||||||||||||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | 31-Dec-12 | ||||||||||||||||||||||||||||||
Investments in real estate fund as of September 30, 2013 | $ | 10,000 | $ | - | $ | (520 | ) | $ | 9,480 | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair | |||||||||||||||||||||
Preferred securities as of December 31, 2012 | $ | 41,747 | $ | 223 | $ | (316 | ) | $ | 41,654 | Value | ||||||||||||||||||||||||
At September 30, 2013, the Company had investments in a real estate fund, which was invested primarily in equity securities of other publicly traded REITS. | Investment securities | $ | 41,747 | $ | 223 | $ | (316 | ) | $ | 41,654 | ||||||||||||||||||||||||
At December 31, 2012, the Company had investments in redeemable preferred stock and senior notes, accounted for as debt securities, with a fair value of $41.7 million. These investment securities were sold during the nine months ended September 30, 2013, resulting in a gain on sale of investments of $0.5 million. | The Company's preferred stock investments were redeemable at the respective issuer's option after five years from issuance. The senior notes had a weighted-average maturity of 29.6 years and a weighted-average interest rate of 5.7% as of December 31, 2012. These investments were sold in February 2013. |
Derivatives_and_Hedging_Activi
Derivatives and Hedging Activities | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
Derivatives and Hedging Activities | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
Note 6 - Derivatives and Hedging Activities | Note 9 - Derivatives and Hedging Activities | |||||||||||||||||||||||||||||||||||||||||||||
Risk Management Objective of Using Derivatives | Risk Management Objective of Using Derivatives | |||||||||||||||||||||||||||||||||||||||||||||
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. | The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. | |||||||||||||||||||||||||||||||||||||||||||||
Cash Flow Hedges of Interest Rate Risk | Cash Flow Hedges of Interest Rate Risk | |||||||||||||||||||||||||||||||||||||||||||||
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract. | The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract. | |||||||||||||||||||||||||||||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2013, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. | The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives are used to hedge the variable cash flows associated with forecasted variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. | |||||||||||||||||||||||||||||||||||||||||||||
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next twelve months, the Company estimates that an additional $4.8 million will be reclassified from other comprehensive income as an increase to interest expense. During the three and nine months ended September 30, 2013, the Company accelerated the reclassification of approximately $27,000 from other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur. | Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months, the Company estimates that an additional $1.5 million will be reclassified from other comprehensive income as an increase to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2013, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | As of December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||
Interest Rate Derivative | Number of | Notional | Interest Rate Derivative | Balance Sheet Location | Number of Instruments | Notional Amount | ||||||||||||||||||||||||||||||||||||||||
Instruments | Amount | Interest Rate Swaps | Derivatives, at fair value | 7 | $ | 152,590 | ||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | 10 | $ | 667,590 | Interest Rate Cap | Derivatives, at fair value | 1 | 50,000 | |||||||||||||||||||||||||||||||||||||||
As of December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | Total | 8 | $ | 202,590 | ||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2011, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Rate Derivative | Number of | Notional | ||||||||||||||||||||||||||||||||||||||||||||
Instruments | Amount | Interest Rate Derivative | Balance Sheet Location | Number of Instruments | Notional Amount | |||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | 7 | $ | 152,590 | Interest Rate Swap | Derivatives, at fair value | 1 | $ | 5,060 | ||||||||||||||||||||||||||||||||||||||
Interest rate cap | 1 | 50,000 | Derivatives Designated as Hedging Instruments | |||||||||||||||||||||||||||||||||||||||||||
Total | 8 | $ | 202,590 | The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2012 and 2011 (amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2013 and December 31, 2012 (dollar amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet Location | 31-Dec-12 | December 31, | ||||||||||||||||||||||||||||||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance Sheet Location | 30-Sep-13 | December 31, | 2011 | ||||||||||||||||||||||||||||||||||||||||||
2012 | Interest Rate Swaps | Derivatives, at fair value | $ | (3,830 | ) | $ | (98 | ) | ||||||||||||||||||||||||||||||||||||||
Interest rate products | Derivative assets, at fair value | $ | 7,088 | $ | - | Interest Rate Cap | Derivatives, at fair value | - | NA | (1) | ||||||||||||||||||||||||||||||||||||
Interest rate products | Derivative liabilities, at fair value | $ | (1,785 | ) | $ | (3,830 | ) | Total | $ | (3,830 | ) | $ | (98 | ) | ||||||||||||||||||||||||||||||||
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2013 and 2012, respectively (amounts in thousands). | -1 | NA means not applicable | ||||||||||||||||||||||||||||||||||||||||||||
The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2012 and 2011 (amounts in thousands). The Company had no active derivatives during the period from the Company's date of inception to December 31, 2010. | ||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2013 | 2012 | 2013 | 2012 | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion) | $ | (4,880 | ) | $ | (1,541 | ) | $ | 6,009 | $ | (4,715 | ) | 2012 | 2011 | |||||||||||||||||||||||||||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | $ | (1,258 | ) | $ | (343 | ) | $ | (3,209 | ) | $ | (678 | ) | Amount of loss recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | $ | (4,684 | ) | $ | (111 | ) | |||||||||||||||||||||||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | $ | (56 | ) | $ | (91 | ) | $ | (79 | ) | $ | (91 | ) | Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) | $ | (941 | ) | $ | (13 | ) | |||||||||||||||||||||||||||
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2013 and December 31, 2012. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets. | Amount of loss recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)* | $ | (1 | ) | $ | - | ||||||||||||||||||||||||||||||||||||||||
* | The Company reclassified to interest expense, less than $1,000 of other comprehensive loss into earnings due to hedged forecasted transactions no longer probable of occurring. | |||||||||||||||||||||||||||||||||||||||||||||
Offsetting of Derivative Assets and Liabilities | Credit-risk-related Contingent Features | |||||||||||||||||||||||||||||||||||||||||||||
Gross | Gross | Gross Amounts | Net Amounts | Net Amounts | Financial | Cash | Net | The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. | ||||||||||||||||||||||||||||||||||||||
Amounts of | Amounts of | Offset in the | of Assets Presented | of Liabilities | Instruments | Collateral | Amount | As of December 31, 2012, the fair value of the derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $4.1 million. As of December 31, 2012, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $4.1 million at December 31, 2012. | ||||||||||||||||||||||||||||||||||||||
Recognized | Recognized | Consolidated | in the | Presented | Received | |||||||||||||||||||||||||||||||||||||||||
Assets | Liabilities | Balance Sheet | Consolidated | in the | ||||||||||||||||||||||||||||||||||||||||||
Balance Sheet | Consolidated | |||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet | ||||||||||||||||||||||||||||||||||||||||||||||
30-Sep-13 | $ | 7,088 | $ | (1,785 | ) | $ | - | $ | 7,088 | $ | (1,785 | ) | $ | - | $ | - | $ | 5,303 | ||||||||||||||||||||||||||||
31-Dec-12 | $ | - | $ | (3,830 | ) | $ | - | $ | - | $ | (3,830 | ) | $ | - | $ | - | $ | (3,830 | ) | |||||||||||||||||||||||||||
Credit-risk-related Contingent Features | ||||||||||||||||||||||||||||||||||||||||||||||
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. | ||||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2013, the fair value of the derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements, was $2.0 million. As of September 30, 2013, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $2.0 million at September 30, 2013. | ||||||||||||||||||||||||||||||||||||||||||||||
Reclassifications out of Accumulated Other Comprehensive Income ("AOCI") | ||||||||||||||||||||||||||||||||||||||||||||||
The following table details reclassification adjustments out of AOCI and the corresponding effect on net income for the three and nine months ended September 30, 2013 and 2012 (amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||
Amount Reclassified from AOCI | Affected Line Items in the Consolidated Statements | |||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | of Operations and Comprehensive Loss | ||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||||||||||||||||||||
AOCI Component | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on investment securities, net | $ | - | $ | - | $ | 93 | $ | - | Gain on sale of | |||||||||||||||||||||||||||||||||||||
investment securities | ||||||||||||||||||||||||||||||||||||||||||||||
Designated derivatives, fair value adjustment | (1,258 | ) | (343 | ) | (3,209 | ) | (678 | ) | Interest expense |
Mortgage_Note_Payable
Mortgage Note Payable | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||
Notes Payable [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||
Mortgage Notes Payable | ' | ' | ||||||||||||||||||||||||||||||||
Note 7 - Mortgage Notes Payable | Note 6 - Mortgage Notes Payable | |||||||||||||||||||||||||||||||||
The Company's mortgage notes payable consist of the following as of September 30, 2013 and December 31, 2012 (dollar amounts in thousands): | The Company's mortgage notes payable consist of the following as of December 31, 2012 and 2011 (dollar amounts in thousands): | |||||||||||||||||||||||||||||||||
Encumbered Properties | Outstanding | Weighted Average Effective Interest Rate(1) | Weighted Average Maturity(2) | Encumbered Properties | Outstanding Loan Amount | Weighted Average Effective Interest Rate(1) | Weighted Average Maturity(2) | |||||||||||||||||||||||||||
Loan | 31-Dec-12 | 164 | $ | 265,118 | 4.28 | % | 5.51 | |||||||||||||||||||||||||||
Amount | 31-Dec-11 | 29 | $ | 35,320 | 4.54 | % | 4.4 | |||||||||||||||||||||||||||
30-Sep-13 | 165 | $ | 269,891 | 4.25 | % | 4.68 | -1 | Mortgage notes payable have fixed rates or rates that are fixed through the use of derivative instruments. Effective interest rates range from 3.32% to 6.13% at December 31, 2012 and 3.75% to 5.32% at December 31, 2011. | ||||||||||||||||||||||||||
31-Dec-12 | 164 | $ | 265,118 | 4.28 | % | 5.51 | -2 | Weighted average remaining years until maturity as of December 31, 2012 and 2011, respectively. | ||||||||||||||||||||||||||
-1 | Mortgage notes payable have fixed rates or are fixed by way of interest rate swap arrangements. Effective interest rates range from 2.73% to 6.13% at September 30, 2013 and 3.32% to 6.13% at December 31, 2012. | The following table summarizes the scheduled aggregate principal repayments subsequent to December 31, 2012 (amounts in thousands): | ||||||||||||||||||||||||||||||||
(2) Weighted average remaining years until maturity as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||||||||||
The following table summarizes the scheduled aggregate principal repayments subsequent to September 30, 2013 (amounts in thousands): | Year | Total | ||||||||||||||||||||||||||||||||
2013 | $ | 74 | ||||||||||||||||||||||||||||||||
Year | Total | 2014 | 189 | |||||||||||||||||||||||||||||||
October 1, 2013 - December 31, 2013 | $ | 47 | 2015 | 13,767 | ||||||||||||||||||||||||||||||
2014 | 189 | 2016 | 16,820 | |||||||||||||||||||||||||||||||
2015 | 13,767 | 2017 | 164,968 | |||||||||||||||||||||||||||||||
2016 | 16,820 | Thereafter | 69,300 | |||||||||||||||||||||||||||||||
2017 | 169,768 | Total | $ | 265,118 | ||||||||||||||||||||||||||||||
Thereafter | 69,300 | The Company's mortgage loan agreements generally require financial covenants as well as restrictions on corporate guarantees, the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). As of December 31, 2012 and 2011, the Company was in compliance with the debt covenants under the mortgage loan agreements. | ||||||||||||||||||||||||||||||||
Total | $ | 269,891 | ||||||||||||||||||||||||||||||||
The Company's mortgage loan agreements generally require restrictions on corporate guarantees and the maintenance of financial covenants including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). As of September 30, 2013, the Company was in compliance with the debt covenants under the mortgage loan agreements. |
Other_Long_Term_Debt
Other Long Term Debt | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
Convertible Preferred Stock [Abstract] | ' | ' | ||||||||||||||||||||
Other Long Term Debt | ' | ' | ||||||||||||||||||||
Note 8 - Other Long Term Debt | Note 10 - Convertible Preferred Stock | |||||||||||||||||||||
The Company has the following class of convertible preferred stock outstanding at September 30, 2013: | On May 11, 2012, the Company entered into a securities purchase agreement with an unaffiliated third party that is an "accredited investor" (as defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended) pursuant to which the Company sold 545,454 shares of the Company's Series A convertible preferred stock for gross proceeds of $6.0 million and aggregate net proceeds of $5.8 million after offering-related fees and expenses. | |||||||||||||||||||||
The Series A convertible preferred stock has a liquidation preference of $11.00 per share, plus accrued and unpaid dividends, and a redemption premium equal to one percent (1%). Commencing on May 31, 2012, the Company has been paying cumulative dividends on the Series A convertible preferred stock monthly in arrears at the annualized rate of $0.77 per share. | ||||||||||||||||||||||
Issue | Date Issued | Units | Gross Proceeds | Liquidation Preference | Dividend/Interest Rate | The Series A convertible preferred stock is convertible into the Company's common stock, at the option of the holder of the Series A convertible preferred stock, at a conversion price equal to $11.00 per share, beginning one year after the date of issuance. The Company, at its option at any time, may redeem the Series A convertible preferred stock, in whole or in part, at $11.00 per share. | ||||||||||||||||
(In thousands) | On July 24, 2012, the Company entered into a securities purchase agreement with an unaffiliated third party that is an "accredited investor" (as defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended) pursuant to which the Company sold 283,018 shares of the Company's Series B convertible preferred stock for gross proceeds of approximately $3.0 million. After deducting offering-related fees and expenses, the aggregate net proceeds to the Company from the sale of the Series B convertible preferred stock were approximately $3.0 million. | |||||||||||||||||||||
Shares classified as Liabilities: | The Series B convertible preferred stock has a liquidation preference of $10.60 per share, plus accrued and unpaid dividends, and a redemption premium equal to one percent (1%). Commencing on August 15, 2012, the Company has been paying cumulative dividends on the Series B convertible preferred stock monthly in arrears at an annualized rate of $0.74 per share. | |||||||||||||||||||||
Series C Convertible Preferred Stock | 7-Jun-13 | 28,398,213 | $ | 445,000 | $ | 15.67 | 5.81 | % | The Series B convertible preferred stock is convertible into the Company's common stock, at the option of the holder of the Series B convertible preferred stock, at a conversion price equal to $10.60 per share, beginning one year after the date of issuance. The Company, at its option at any time, may redeem the Series B convertible preferred stock, in whole or in part, at $10.60 per share. | |||||||||||||
Convertible Obligation to Series C Convertible Preferred Stockholders | The Series A convertible preferred stock and the Series B convertible preferred stock each ranks senior to the Company's common stock and on parity with each other, and junior to any other preferred stock the Company may issue other than additional series of the Series A convertible preferred stock or Series B convertible preferred stock. | |||||||||||||||||||||
The fair value of the convertible obligation to Series C convertible preferred stockholders ("Series C Stock") was determined to approximate the proceeds received at issuance of $445.0 million. Pursuant to the terms of Series C Stock purchase agreements, the Series C Stock is expected to be settled promptly following the Company's merger with CapLease or December 31, 2013, in a combination of common shares of the Company and cash consideration at the election of the Company. At September 30, 2013, the fair value of the obligation was remeasured and determined to be $449.8, which is based predominately on the estimated settlement value. The change in fair value is recorded as interest expense in the consolidated statement of operations and comprehensive loss. The settlement is expected to close promptly following the CapLease Merger, which, as discussed in Note 2 - Mergers and Acquisitions, consummated on November 5, 2013. | ||||||||||||||||||||||
On September 15, 2013, the Company entered into definitive purchase agreements pursuant to which it will issue Series D Preferred, par value $0.01 per share, at a 5.81% coupon and common stock, par value $0.01 per share, to institutional holders of Series C Convertible Preferred Stock promptly following the close of the Company's merger with CapLease, which consummated on November 5, 2013, via a private placement. In accordance with the terms of the purchase agreement relating to the Company's previously issued Series C Preferred, Series C Preferred will be redeemed for cash or common stock. Pursuant to the new definitive purchase agreements, the Company will issue approximately 21.7 million shares of Series D Preferred and 15.1 million shares of common stock to the holders of Series C Preferred. The shares of Series D Preferred will be convertible, in certain circumstances, into common stock or Series E Cumulative Preferred Stock or redeemable into cash, at the discretion of the Company. | ||||||||||||||||||||||
Convertible Senior Note Offering | ||||||||||||||||||||||
On July 29, 2013, the Company issued $300.0 million of Convertible Senior Notes and issued an additional $10.0 million of Convertible Senior Notes on August 1, 2013. The notes mature August 1, 2018 and are convertible to cash or shares of the Company's common stock at the Company's option in accordance with the agreement. The fair value of the notes was determined at issuance to be $300.6 million, resulting in a debt discount of $9.4 million with an offset recorded to additional paid-in capital representing the equity component of the notes for the conversion options. The discount is being amortized to interest expense over the expected life of the notes. As of September 30, 2013, the carrying value of the notes was $301.0 million. |
Credit_Facilities
Credit Facilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Line of Credit Facility [Abstract] | ' | ' |
Credit Facilities | ' | ' |
Note 9 - Credit Facility | Note 5 - Credit Facilities | |
Senior Corporate Credit Facility | On September 7, 2011, the Company obtained a senior secured revolving credit facility with RBS of up to $150.0 million subject to providing qualified collateral, among other conditions. The proceeds of advances made under the credit agreement may have been used to finance the acquisition of net leased, investment or non-investment grade leased properties and for other permitted corporate purposes. Up to $10.0 million of the facility was available for letters of credit. The credit agreement had a term of 36 months and a maturity date of September 7, 2014, and could have been be extended at the Company's option for an additional 24 months. | |
The Company and the OP are parties to a credit facility with Wells Fargo, National Association (the "Credit Facility"), as administrative agent and other lenders party thereto. | Any advance made under the credit facility bore floating interest at per annum rates equal to the one-month London Interbank Offered Rate ("LIBOR") plus 2.15% to 2.90% depending on the Company's loan to value ratio as specified in the credit agreement. In the event of a default, the lender had the right to terminate its obligations under the credit agreement, including the funding of future advances, and to accelerate the payment on any unpaid principal amounts outstanding. The credit facility required a fee of 0.15% on the unused balance if amounts outstanding under the facility are 50% or more of the total facility amount and 0.25% on the unused balance if amounts outstanding under the facility were less than 50% of the total facility amount. | |
At September 30, 2013, the Credit Facility has commitments of $1.7 billion. The Credit Facility has an accordion feature, which, if exercised in full, would allow the Company to increase borrowings under the Credit Facility to $2.5 billion, subject to additional lender commitments, borrowing base availability and other conditions. | As of December 31, 2012, there was $124.6 million outstanding on this facility, which bore an interest rate of 3.11%, collateralized by 114 properties. At December 31, 2012, there was $20.4 million available to the Company for future borrowings. At December 31, 2011, there was $42.4 million outstanding on this facility with an interest rate of 3.17%, collateralized by 59 properties. In conjunction with the Merger the credit facility was repaid in full and terminated. | |
At September 30, 2013, the Credit Facility contains an $940.0 million term loan facility and a $760.0 million revolving credit facility. Loans under the Credit Facility are priced at the applicable rate (at the Company's election, either a floating interest rate based on one month LIBOR, determined on a daily basis) plus 1.60% to 2.20%, or a prime-based interest rate, based upon the Company's current leverage. To the extent that the Company receives an investment grade credit rating as determined by a major credit rating agency, at the Company's election, advances under the revolving credit facility will be priced at their applicable rate plus 0.90% to 1.75% and term loans will be priced at a floating interest rate of LIBOR plus 1.15% to 2.00%, based upon the Company's then current investment grade credit rating. The Company may also make fixed rate borrowings under the Credit Facility. | On July 20, 2012, ARCT III, through ARCT III OP, entered into a senior revolving credit facility (the "Senior Facility") in the amount of $100.0 million with RBS. The Senior Facility had a term of 36 months and a maturity date in July 2015, and could have been extended for an additional 12 months. ARCT III had the option, based upon its corporate leverage, to draw loans under the Senior Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 2.10% to 3.50%; or (b) the Base Rate, plus an applicable margin that ranges from 2.50% to 3.00%. Base Rate is defined in the Senior Facility agreement as the greater of (i) the fluctuating annual rate of interest announced from time to time by RBS as its "prime rate" or (ii) 1.0% above the federal funds effective rate. The Senior Facility included an unused fee per annum of 0.25% and 0.15%, if the unused balance of the Senior Facility exceeded or was less than 50% of the available facility, respectively. | |
The Credit Facility provides for monthly interest payments. In the event of a default, each lender has the right to terminate its obligations under the Credit Facility, and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company has guaranteed the obligations under the Credit Facility. The revolving credit facility will terminate on February 14, 2017, unless extended, to which the term loan facility will terminate on February 14, 2018. The Company may prepay borrowings under the Credit Facility and the Company incurs an unused fee of 0.15% to 0.25% per annum on the unused amount depending on the unused balance as a percentage of the total facility and the type of funding. The Credit Facility also requires the Company to maintain certain property available for collateral as a condition to funding. | The Senior Facility provided for monthly interest payments, with all principal outstanding being due on the maturity date. Borrowings under the Senior Facility were permitted to be prepaid from time to time and at any time, in whole or in part, without premium or penalty, subject to reimbursement of certain costs and expenses. In the event of a default, each lender had the right to terminate its obligations under the Senior Facility, and to accelerate the payment on any unpaid principal amount of all outstanding loans. ARCT III had guaranteed the obligations under the Senior Facility. The Senior Facility required ARCT III to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of December 31, 2012, ARCT III was in compliance with the debt covenants under the Senior Facility agreement. | |
As of September 30, 2013, there was $600.0 million outstanding on the Credit Facility, of which $85.0 million bore a floating interest rate of 1.93%, and for $515.0 million of the Credit Facility's floating base interest rate is fixed through the use of derivative instruments used to hedge interest rate volatility. Including the spread, which can vary based on our leverage, interest on this portion was 2.78% at September 30, 2013. At September 30, 2013, there was up to $1.9 billion available to the Company for future borrowings, subject to additional lender commitments and borrowing availability. | As of December 31, 2012, ARCT III had no outstanding borrowings under the Senior Facility. ARCT III incurred $0.1 million in unused fees during the year ended December 31, 2012. | |
The Credit Facility requires restrictions on corporate guarantees as well as the maintenance of financial covenants including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) and the maintenance of a minimum net worth. At September 30, 2013, the Company was in compliance with the debt covenants under the Credit Facility. | On February 14, 2013, simultaneous with ARCT III entering into the New Credit Facility, ARCT III terminated the Senior Facility agreement with RBS. | |
Repayment of Previous Credit Facilities | The Company's sources of financing generally require financial covenants, as well as restrictions on corporate guarantees, the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. At December 31, 2012 and 2011, the Company was in compliance with the debt covenants under the RBS Facility agreement. | |
On February 28, 2013, the Company repaid all of the outstanding borrowings under its previous senior secured revolving credit facility in the amount of $124.6 million, and the credit agreement for such facility was terminated. The average interest rate on the borrowings during the period the balance was outstanding was 3.11%. On February 14, 2013, simultaneous with entering into the Credit Facility, the Company terminated its secured credit facility agreement, which had been unused. | New Credit Facility | |
On February14, 2013, ARCT III, entered into the New Credit Facility with Wells Fargo Bank, National Association, as administrative agent, RBS and Regions Bank, as syndication agents, and Capital One, N.A. and JP Morgan Chase Bank, N.A., as documentation agents. Since that date the facility has been augmented to increase the commitments of certain lenders and add Bank of America N.A., Barclays Bank PLC, TD Bank N.A., U.S. Bank N.A., Union Bank N.A., UBS AG, Comerica Bank and First Tennessee Bank, as lenders. | ||
These additional commitments increased the facility to $1.45 billion. The New Credit Facility has an accordion feature, which if exercised in full, the aggregate commitments (comprised of revolving, term loan and delayed draw commitments) under the credit agreement would be $2.5 billion, subject to borrowing base availability. | ||
The New Credit Facility contains a $810.0 million term loan facility and a $640.0 million revolving credit facility. Loans under the New Credit Facility are priced at a floating interest rate of LIBOR plus 1.60% to 2.20%, based upon the Company's current leverage. To the extent that the Company receives an investment grade credit rating as determined by a major credit rating agency, at the Company's election, advances under the New Credit Facility will be priced at their applicable rate plus 0.90% to 1.75% and term loans will be priced at a floating interest rate of LIBOR plus 1.15% to 2.00%, based upon the Company's then current investment grade credit rating. The Company may also make fixed rate borrowings under the New Credit Facility. | ||
The New Credit Facility provides for monthly interest payments. In the event of a default, each lender has the right to terminate its obligations under the credit facility, and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company has guaranteed the obligations under the credit facility. The revolving credit facility will terminate on February 14, 2017, unless extended, to which the term loan facility will terminate on February 14, 2018. The Company may prepay borrowings under the New Credit Facility and, to the extent that borrowings are unused under the revolving credit facility and the term loan facility, the Company incurs an unused fee of 0.15% to 0.25% per annum on the unused amount depending on the unused balance as a percentage of the total facility and the type of funding. The New Credit Facility also requires the Company to maintain certain property available for collateral as a condition to funding. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ' | ' | ||||||||||||||||||||||||||||||||||||||||
Note 10 - Fair Value of Financial Instruments | Note 8 - Fair Value of Financial Instruments | |||||||||||||||||||||||||||||||||||||||||
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The guidance defines three levels of inputs that may be used to measure fair value: | The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The guidance defines three levels of inputs that may be used to measure fair value: | |||||||||||||||||||||||||||||||||||||||||
Level 1 - Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. | Level 1 - Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||||||||||||||||||||||||||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. | |||||||||||||||||||||||||||||||||||||||||
Level 3 - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. | Level 3 - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. | |||||||||||||||||||||||||||||||||||||||||
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. | The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. | |||||||||||||||||||||||||||||||||||||||||
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The Company's interest rate cap derivative measured at fair value on a recurring basis as of September 30, 2013 was zero and was classified in Level 2 of the fair value hierarchy. | Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2012, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The Company's interest rate cap derivative measured at fair value on a recurring basis as of December 31, 2012 was zero and was classified in Level 2 of the fair value hierarchy. | |||||||||||||||||||||||||||||||||||||||||
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties. | The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties. | |||||||||||||||||||||||||||||||||||||||||
The Company 's investments in funds and preferred units trade in active markets or are comprised of securities that trade in active markets and therefore, due to the availability of quoted market prices in active markets are classified these investments as Level 2 in the fair value hierarchy. | The Company's preferred units, senior note investments and common stock are in active markets and therefore, due to the availability of quoted market prices in active markets, classified these investments as Level 1 in the fair value hierarchy. | |||||||||||||||||||||||||||||||||||||||||
The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those instruments fall (amounts in thousands): | The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of December 31, 2012 and 2011, aggregated by the level in the fair value hierarchy within which those instruments fall (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||
Quoted Prices | Significant Other | Significant | Total | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | |||||||||||||||||||||||||||||||||||
in Active | Observable | Unobservable | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||
Markets | Inputs | Inputs | 31-Dec-12 | |||||||||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Investment securities | $ | 41,654 | $ | - | $ | - | $ | 41,654 | |||||||||||||||||||||||||||||||
September 30, 2013: | Interest rate swaps | $ | - | $ | (3,830 | ) | $ | - | $ | (3,830 | ) | |||||||||||||||||||||||||||||||
Investment in real estate fund | $ | - | $ | 9,480 | $ | - | $ | 9,480 | Total | $ | 41,654 | $ | (3,830 | ) | $ | - | $ | 37,824 | ||||||||||||||||||||||||
Interest rate swap assets | - | 7,088 | - | 7,088 | 31-Dec-11 | |||||||||||||||||||||||||||||||||||||
Interest rate swap liabilities | - | (1,785 | ) | - | (1,785 | ) | Interest rate swap | $ | - | $ | (98 | ) | $ | - | $ | (98 | ) | |||||||||||||||||||||||||
Convertible obligation to Series C Convertible Preferred stockholders | - | (449,827 | ) | - | (449,827 | ) | A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year ended December 31, 2012. | |||||||||||||||||||||||||||||||||||
Contingent value rights obligation to investors | - | (49,314 | ) | - | (49,314 | ) | The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates and accounts payable approximate their carrying value on the accompanying consolidated balance sheets due to their short-term nature. | |||||||||||||||||||||||||||||||||||
December 31, 2012: | The fair values of the Company's financial instruments that are not reported at fair value on the consolidated balance sheets are reported below (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||
Investment in preferred securities | $ | 41,654 | $ | - | $ | - | $ | 41,654 | ||||||||||||||||||||||||||||||||||
Interest rate swap liabilities | - | (3,830 | ) | - | (3,830 | ) | Level | Carrying Amount at December 31, 2012 | Fair Value at December 31, 2012 | Carrying Amount at December 31, 2011 | Fair Value at December 31, 2011 | |||||||||||||||||||||||||||||||
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 or Level 3 of the fair value hierarchy during the nine months ended September 30, 2013, except for the transfer of the contingent value rights obligation to preferred shareholders and convertible obligations to Series C Convertible preferred shareholders from Level 3 to Level 2 of $49.3 million and $449.8 million, respectively, as the obligations are now based on observable inputs. | Mortgage notes payable | 3 | $ | 265,118 | $ | 271,056 | $ | 35,320 | $ | 35,686 | ||||||||||||||||||||||||||||||||
The following is a reconciliation of the beginning and ending balance for the changes in instruments with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2013: | Senior secured revolving credit facility | 3 | $ | 124,604 | $ | 124,604 | $ | 42,407 | $ | 42,407 | ||||||||||||||||||||||||||||||||
The fair value of mortgage notes payable are obtained by calculating the present value at current market rates. The terms of the RBS Facility and the Company's level ratio are considered commensurate with the market, as such the outstanding balance on the facility approximates fair value. | ||||||||||||||||||||||||||||||||||||||||||
Contingent value | Convertible obligation | Total | ||||||||||||||||||||||||||||||||||||||||
rights obligation | to Series C | |||||||||||||||||||||||||||||||||||||||||
to investors | Convertible Preferred | |||||||||||||||||||||||||||||||||||||||||
stockholders | ||||||||||||||||||||||||||||||||||||||||||
Beginning balance | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||
Fair value at issuance | - | (445,000 | ) | (445,000 | ) | |||||||||||||||||||||||||||||||||||||
Settlement of the CVR obligation to common investors | 20,362 | - | 20,362 | |||||||||||||||||||||||||||||||||||||||
Fair value adjustment | (69,676 | ) | (4,827 | ) | (74,503 | ) | ||||||||||||||||||||||||||||||||||||
Transfers to Level 2 | 49,314 | 449,827 | 499,141 | |||||||||||||||||||||||||||||||||||||||
Ending balance | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates and accounts payable approximate their carrying value on the accompanying consolidated balance sheets due to their short-term nature. | ||||||||||||||||||||||||||||||||||||||||||
The fair values of the Company's financial instruments that are not reported at fair value on the consolidated balance sheets are reported below (amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||
Level | Carrying Amount at | Fair Value at | Carrying Amount at | Fair Value at | ||||||||||||||||||||||||||||||||||||||
30-Sep-13 | 30-Sep-13 | 31-Dec-12 | 31-Dec-12 | |||||||||||||||||||||||||||||||||||||||
Convertible debt | 3 | $ | 300,975 | $ | 300,628 | $ | - | $ | - | |||||||||||||||||||||||||||||||||
Mortgage notes payable | 3 | 269,891 | 273,536 | 265,118 | 271,056 | |||||||||||||||||||||||||||||||||||||
Senior secured revolving credit facility | 3 | - | - | 124,604 | 124,604 | |||||||||||||||||||||||||||||||||||||
Senior corporate credit facility | 3 | 600,000 | 600,000 | - | - | |||||||||||||||||||||||||||||||||||||
$ | 1,170,866 | $ | 1,174,164 | $ | 389,722 | $ | 395,660 | |||||||||||||||||||||||||||||||||||
The fair value of mortgage notes payable and convertible debt are obtained by calculating the present value at current market rates. The terms of the senior corporate credit facility, which take into account the Company 's leverage ratio are considered commensurate with the market, as such, the outstanding balance on the facility approximates fair value. |
Convertible_Preferred_Stock
Convertible Preferred Stock | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
Convertible Preferred Stock [Abstract] | ' | ' | ||||||||||||||||||||
Other Long Term Debt | ' | ' | ||||||||||||||||||||
Note 8 - Other Long Term Debt | Note 10 - Convertible Preferred Stock | |||||||||||||||||||||
The Company has the following class of convertible preferred stock outstanding at September 30, 2013: | On May 11, 2012, the Company entered into a securities purchase agreement with an unaffiliated third party that is an "accredited investor" (as defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended) pursuant to which the Company sold 545,454 shares of the Company's Series A convertible preferred stock for gross proceeds of $6.0 million and aggregate net proceeds of $5.8 million after offering-related fees and expenses. | |||||||||||||||||||||
The Series A convertible preferred stock has a liquidation preference of $11.00 per share, plus accrued and unpaid dividends, and a redemption premium equal to one percent (1%). Commencing on May 31, 2012, the Company has been paying cumulative dividends on the Series A convertible preferred stock monthly in arrears at the annualized rate of $0.77 per share. | ||||||||||||||||||||||
Issue | Date Issued | Units | Gross Proceeds | Liquidation Preference | Dividend/Interest Rate | The Series A convertible preferred stock is convertible into the Company's common stock, at the option of the holder of the Series A convertible preferred stock, at a conversion price equal to $11.00 per share, beginning one year after the date of issuance. The Company, at its option at any time, may redeem the Series A convertible preferred stock, in whole or in part, at $11.00 per share. | ||||||||||||||||
(In thousands) | On July 24, 2012, the Company entered into a securities purchase agreement with an unaffiliated third party that is an "accredited investor" (as defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended) pursuant to which the Company sold 283,018 shares of the Company's Series B convertible preferred stock for gross proceeds of approximately $3.0 million. After deducting offering-related fees and expenses, the aggregate net proceeds to the Company from the sale of the Series B convertible preferred stock were approximately $3.0 million. | |||||||||||||||||||||
Shares classified as Liabilities: | The Series B convertible preferred stock has a liquidation preference of $10.60 per share, plus accrued and unpaid dividends, and a redemption premium equal to one percent (1%). Commencing on August 15, 2012, the Company has been paying cumulative dividends on the Series B convertible preferred stock monthly in arrears at an annualized rate of $0.74 per share. | |||||||||||||||||||||
Series C Convertible Preferred Stock | 7-Jun-13 | 28,398,213 | $ | 445,000 | $ | 15.67 | 5.81 | % | The Series B convertible preferred stock is convertible into the Company's common stock, at the option of the holder of the Series B convertible preferred stock, at a conversion price equal to $10.60 per share, beginning one year after the date of issuance. The Company, at its option at any time, may redeem the Series B convertible preferred stock, in whole or in part, at $10.60 per share. | |||||||||||||
Convertible Obligation to Series C Convertible Preferred Stockholders | The Series A convertible preferred stock and the Series B convertible preferred stock each ranks senior to the Company's common stock and on parity with each other, and junior to any other preferred stock the Company may issue other than additional series of the Series A convertible preferred stock or Series B convertible preferred stock. | |||||||||||||||||||||
The fair value of the convertible obligation to Series C convertible preferred stockholders ("Series C Stock") was determined to approximate the proceeds received at issuance of $445.0 million. Pursuant to the terms of Series C Stock purchase agreements, the Series C Stock is expected to be settled promptly following the Company's merger with CapLease or December 31, 2013, in a combination of common shares of the Company and cash consideration at the election of the Company. At September 30, 2013, the fair value of the obligation was remeasured and determined to be $449.8, which is based predominately on the estimated settlement value. The change in fair value is recorded as interest expense in the consolidated statement of operations and comprehensive loss. The settlement is expected to close promptly following the CapLease Merger, which, as discussed in Note 2 - Mergers and Acquisitions, consummated on November 5, 2013. | ||||||||||||||||||||||
On September 15, 2013, the Company entered into definitive purchase agreements pursuant to which it will issue Series D Preferred, par value $0.01 per share, at a 5.81% coupon and common stock, par value $0.01 per share, to institutional holders of Series C Convertible Preferred Stock promptly following the close of the Company's merger with CapLease, which consummated on November 5, 2013, via a private placement. In accordance with the terms of the purchase agreement relating to the Company's previously issued Series C Preferred, Series C Preferred will be redeemed for cash or common stock. Pursuant to the new definitive purchase agreements, the Company will issue approximately 21.7 million shares of Series D Preferred and 15.1 million shares of common stock to the holders of Series C Preferred. The shares of Series D Preferred will be convertible, in certain circumstances, into common stock or Series E Cumulative Preferred Stock or redeemable into cash, at the discretion of the Company. | ||||||||||||||||||||||
Convertible Senior Note Offering | ||||||||||||||||||||||
On July 29, 2013, the Company issued $300.0 million of Convertible Senior Notes and issued an additional $10.0 million of Convertible Senior Notes on August 1, 2013. The notes mature August 1, 2018 and are convertible to cash or shares of the Company's common stock at the Company's option in accordance with the agreement. The fair value of the notes was determined at issuance to be $300.6 million, resulting in a debt discount of $9.4 million with an offset recorded to additional paid-in capital representing the equity component of the notes for the conversion options. The discount is being amortized to interest expense over the expected life of the notes. As of September 30, 2013, the carrying value of the notes was $301.0 million. |
Preferred_and_Common_Stock
Preferred and Common Stock | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Preferred and Common Stock [Abstract] | ' | ' | ||||||||||||||||||||||||
Preferred and Common Stock | ' | ' | ||||||||||||||||||||||||
Note 11 - Preferred and Common Stock | Note 11 - Common Stock | |||||||||||||||||||||||||
Convertible Preferred Stock | On August 1, 2012, the Company filed a $500.0 million universal shelf registration statement and a resale registration statement with the SEC. Each registration statement became effective on August 17, 2012. As of March 31, 2013, we had issued 2.1 million shares of common stock through a follow on offering and pursuant to the ATM (as defined below) offering under the $500.0 million universal shelf registration statement. No preferred stock, debt or equity-linked security had been issued under the $500.0 million universal shelf registration statement. The resale registration statement, as amended, registers the resale of up to 1,882,248 shares of common stock issued in connection with any future conversion of certain currently outstanding restricted shares, convertible preferred stock or limited partnership interests in the OP. As of March 31, 2013, no common stock had been issued under the resale registration statement. | |||||||||||||||||||||||||
During the three months ended September 30, 2013, the Company converted all 545,454 outstanding shares of its Series A Convertible Preferred Stock and all 283,018 outstanding shares of Series B Convertible Preferred Stock into 829,629 shares of the Company's common stock, which included dividends on the preferred stock. | On March 14, 2013, the Company filed a universal automatic shelf registration statement and achieved well-known seasoned issuer ("WKSI") status. The Company intends to maintain both the $500.0 million universal shelf registration statement and the WKSI universal automatic shelf registration statement. | |||||||||||||||||||||||||
Preferred Stock | In January 2013, the Company commenced its "at the market" equity offering program ("ATM") in which it may from time to time offer and sell shares of its common stock having an aggregate offering proceeds of up to $60.0 million. The shares will be issued pursuant to the Company's $500.0 million universal shelf registration statement. | |||||||||||||||||||||||||
On September 16, 2013, the Board of Directors unanimously approved the issuance of Series D Preferred Stock and the issuance of Series E Preferred Stock. As of September 30, 2013, there were no shares issued or outstanding under the Series D Preferred Stock plan or the Series E Preferred Stock plan. On October 6, 2013, in connection with the modification to the ARCT IV Merger, the Board of Directors unanimously approved the issuance of Series F Preferred Stock. | The following are the Company's public equity offerings of common stock (dollar amounts in millions) since inception through March 31, 2013: | |||||||||||||||||||||||||
Increases in Authorized Common Stock | ||||||||||||||||||||||||||
On July 2, 2013, the Company filed articles of amendment to its charter to increase the number of authorized shares of common stock to 750,000,000 shares. | Type of offering | Closing Date | Number of Shares | Gross Proceeds | ||||||||||||||||||||||
Offerings | IPO | 7-Sep-11 | 5,574,131 | $ | 67.4 | |||||||||||||||||||||
On August 1, 2012, the Company filed a $500 million universal shelf registration statement and a resale registration statement with the SEC. Each registration statement became effective on August 17, 2012. As of September 30, 2013, the Company had issued 2.1 million shares of common stock under the $500 million universal shelf registration statement. No preferred stock, debt or equity-linked security had been issued under this $500 million universal shelf registration statement. The resale registration statement, as amended, registers the resale of up to 1,882,248 shares of common stock issued in connection with any future conversion of certain currently outstanding restricted shares, convertible preferred stock or limited partnership interests in the OP. | Follow on offering | 2-Nov-11 | 1,497,924 | 15.8 | ||||||||||||||||||||||
In January 2013, the Company commenced its "at the market" equity offering program ("ATM") in which it may from time to time offer and sell shares of its common stock having an aggregate offering proceeds of up to $60.0 million. The shares will be issued pursuant to the Company's $500.0 million universal shelf registration statement. | Underwriters' over allotment | 7-Nov-11 | 74,979 | 0.8 | ||||||||||||||||||||||
On March 13, 2013, the Company filed a universal automatic shelf registration statement that was automatically declared effective and achieved well-known seasoned issuer ("WKSI") status. The Company intends to maintain both the $500 million universal shelf registration statement and the WKSI universal automatic shelf registration statement. | Follow on offering | 18-Jun-12 | 3,250,000 | 30.3 | ||||||||||||||||||||||
The following are the Company's equity offerings of common stock during the nine months ended September 30, 2013 (dollar amounts in millions): | Underwriters' over allotment | 9-Jul-12 | 487,500 | 4.6 | ||||||||||||||||||||||
Follow on offering | 29-Jan-13 | 2,070,000 | 26.7 | |||||||||||||||||||||||
Type of offering | Closing Date | Number of Shares(1) | Gross Proceeds | ATM | January 1 - March 31, | 61,000 | 0.8 | |||||||||||||||||||
Registered follow on offering | 29-Jan-13 | 2,070,000 | $ | 26.7 | 2013 | |||||||||||||||||||||
ATM | January 1 - September 30, 2013 | 553,300 | 8.9 | Total | 13,015,534 | $ | 146.4 | |||||||||||||||||||
Private placement offering | 7-Jun-13 | 29,411,764 | 455 | The table above excludes 140.7 million shares of common stock that was issued to the share holders of ARCT III's common stock in conjunction with the Merger. | ||||||||||||||||||||||
Dividends paid in common stock(2) | 5-Aug-13 | 1,157 | - | The consolidated financial statements are presented as if the Merger had occurred prior to December 31, 2012, resulting in total common stock issued and outstanding of 179.2 million shares, including restricted shares of 0.3 million. Such calculation of the Company's common stock issued and outstanding at December 31, 2012 is based on the combination of 11.2 million shares of the Company's common stock issued and outstanding prior to the Merger, and 168.0 million shares of the Company's common stock based upon the Exchange Ratio applied on 176.9 million shares of ARCT III common stock upon consummation of the Merger, pursuant to the Merger Agreement, if all ARCT III shares were converted to Company stock. | ||||||||||||||||||||||
Total | 32,036,221 | $ | 490.6 | Upon the closing of the Merger, 29.2 million shares of the then outstanding shares of ARCT III's common stock were paid in cash at $12.00 per share, which equals 27.7 million shares of the Company's common stock after the application of the Exchange Ratio. In addition, upon closing of the Merger, 148.1 million shares of ARCT III's common stock were converted to shares of Company's common stock at the Exchange Ratio, resulting in an additional 140.7 million shares of the Company's common stock outstanding after the exchange. | ||||||||||||||||||||||
-1 | Excludes 140.7 million shares of common stock that were issued to the stockholders of ARCT III's common stock in conjunction with the ARCT III Merger. | The Company's board of directors has authorized, and the Company began paying, dividends since October 2011 on the fifteenth day of each month to stockholders of record on the eight day of such month. Since October 2011, the board of directors of the Company has authorized the following increases in the Company's dividend. | ||||||||||||||||||||||||
-2 | Represents common shares issued to holders of the Series A Preferred Stock in lieu of unpaid dividends. | |||||||||||||||||||||||||
Dividends | Dividend increase declaration date | Annualized dividend per share | Effective date | |||||||||||||||||||||||
The Company's board of directors has authorized, and the Company began paying, dividends since October 2011 on the fifteenth day of each month to stockholders of record on the eighth day of such month. During the nine months ended September 30, 2013, the board of directors of the Company has authorized the following increases in the Company's dividend. | 7-Sep-11 | $ | 0.875 | 9-Oct-11 | ||||||||||||||||||||||
27-Feb-12 | $ | 0.88 | 9-Mar-12 | |||||||||||||||||||||||
Dividend increase declaration date | Annualized | Effective date | 16-Mar-12 | $ | 0.885 | 9-Jun-12 | ||||||||||||||||||||
dividend | 27-Jun-12 | $ | 0.89 | 9-Sep-12 | ||||||||||||||||||||||
per share | 30-Sep-12 | $ | 0.895 | 9-Nov-12 | ||||||||||||||||||||||
17-Mar-13 | $ | 0.91 | 8-Jun-13 | 29-Nov-12 | $ | 0.9 | 9-Feb-13 | |||||||||||||||||||
28-May-13 | $ | 0.94 | December 8, 2013* | 17-Mar-13 | $ | 0.91 | 8-Jun-13 | |||||||||||||||||||
23-Oct-13 | $ | 1 | ** | |||||||||||||||||||||||
* | The dividend increase became effective at the close of the CapLease Merger, which consummated on November 5, 2013. | |||||||||||||||||||||||||
** | The dividend increase is contingent upon, and effective with, the close of the Cole Merger. | |||||||||||||||||||||||||
The annualized dividend rate at September 30, 2013 was $0.910 per share. | ||||||||||||||||||||||||||
Common Stock Repurchases | ||||||||||||||||||||||||||
On August 20, 2013, the Company's board of directors reauthorized its $250 million share repurchase program which was originally authorized in February 2013. During the three and nine months ended September 30, 2013, the Company repurchased approximately 0.6 million shares at an average price of $13.06 per share or $7.5 million in total. | ||||||||||||||||||||||||||
Upon the closing of the ARCT III Merger, on February 28, 2013, 29.2 million shares, or 16.5% of the then outstanding shares of ARCT III's common stock, were paid in cash at $12.00 per share, which is equivalent to 27.7 million shares of the Company's common stock based on the Exchange Ratio. In addition, 148.1 million shares of ARCT III's common stock were converted to shares of the Company's common stock at the Exchange Ratio, resulting in an additional 140.7 million shares of the Company's common stock outstanding after the exchange. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||
Share-Based Compensation | ' | ' | ||||||||||||||||||||||||||||||||
Note 12 - Share-Based Compensation | Note 12 - Share-Based Compensation | |||||||||||||||||||||||||||||||||
Equity Plan | Equity Plan | |||||||||||||||||||||||||||||||||
The Company has adopted the American Realty Capital Properties, Inc. Equity Plan (the "Equity Plan"), which provides for the grant of stock options, restricted shares of common stock, restricted stock units, dividend equivalent rights and other equity-based awards to the Manager, non-executive directors, officers and other employees and independent contractors, including employees or directors of the Manager and its affiliates who are providing services to the Company. | The Company has adopted the American Realty Capital Properties, Inc. Equity Plan (the "Equity Plan"), which provides for the grant of stock options, restricted shares of common stock, restricted stock units, dividend equivalent rights and other equity-based awards to the Manager, non-executive directors, officers and other employees and independent contractors, including employees or directors of the Manager and its affiliates who are providing services to the Company. | |||||||||||||||||||||||||||||||||
The Company authorized and reserved a total number of shares equal to 10.0% of the total number of issued and outstanding shares of common stock (on a fully diluted basis assuming the redemption of all OP Units for shares of common stock) to be issued at any time under the Equity Plan for equity incentive awards excluding an initial grant of 167,400 shares to the Manager in connection with the IPO, all of which vested during the nine months ended September 30, 2013. All such awards of shares will vest ratably on a quarterly or annual basis over a three-year period beginning on the first anniversary of the date of grant and shall provide for "distribution equivalents" with respect to this restricted stock, whether or not vested, at the same time and in the same amounts as dividends are paid to the stockholders. | The Company authorized and reserved a total number of shares equal to 10.0% of the total number of issued and outstanding shares of common stock (on a fully diluted basis assuming the redemption of all OP Units for shares of common stock) to be issued at any time under the Equity Plan for equity incentive awards excluding an initial grant of 167,400 shares to the Manager in connection with the IPO. All such awards of shares will vest ratably on a quarterly or annual basis over a three-year period beginning on the first anniversary of the date of grant and shall provide for "distribution equivalents" with respect to this restricted stock, whether or not vested, at the same time and in the same amounts as dividends are paid to the stockholders. | |||||||||||||||||||||||||||||||||
Director Stock Plan | In February 2013, the Company granted 325,000 restricted shares of common stock to the Manager and certain employees. These shares did not vest upon the consummation of the Merger but will vest ratably over a three-year period and shall provide for "distribution equivalents" with respect to this restricted stock, whether or not vested, at the same time and in the same amounts as dividends are paid to the stockholders. | |||||||||||||||||||||||||||||||||
The Company has adopted the American Realty Capital Properties, Inc. Non-Executive Director Stock Plan (the "Director Stock Plan"), which provides for the grant of restricted shares of common stock to each of the Company's independent directors, each of whom is a non-executive director. Awards of restricted stock will vest ratably over a five -year period following the first anniversary of the date of grant in increments of 20.0% per annum, subject to the director's continued service on the board of directors, and shall provide for "distribution equivalents" with respect to this restricted stock, whether or not vested, at the same time and in the same amounts as distributions are paid to the stockholders. At September 30, 2013, a total of 99,000 shares of common stock are reserved for issuance under the Director Stock Plan. | Director Stock Plan | |||||||||||||||||||||||||||||||||
The fair value of restricted common stock awards under the Equity Plan and Director Stock Plan is determined on the grant date using the closing stock price on NASDAQ that day. The fair value of restricted common stock awarded to the Manager under the Equity Plan is updated at the end of each quarter based on quarter end closing stock price through the final vesting date. | The Company has adopted the American Realty Capital Properties, Inc. Non-Executive Director Stock Plan (the "Director Stock Plan"), which provides for the grant of restricted shares of common stock to each of the Company's three independent directors, each of whom is a non-executive director. Awards of restricted stock will vest ratably over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum, subject to the director's continued service on the board of directors, and shall provide for "distribution equivalents" with respect to this restricted stock, whether or not vested, at the same time and in the same amounts as distributions are paid to the stockholders. At December 31, 2012, a total of 99,000 shares of common stock are reserved for issuance under the Director Stock Plan. | |||||||||||||||||||||||||||||||||
ARCT III Restricted Share Plan | The fair value of restricted common stock awards under the Equity Plan and Director Stock Plan is determined on the grant date using the closing stock price on NASDAQ that day. The fair value of restricted common stock under the Equity Plan and Director Stock Plan is updated at the end of each quarter based on the quarter end closing stock price through the final vesting date. | |||||||||||||||||||||||||||||||||
ARCT III had an employee and director incentive restricted share plan (the "RSP"), which provided for the automatic grant of 3,000 restricted shares of common stock to each of its independent directors, without any further action by ARCT III's board of directors or its stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting thereafter. Restricted stock issued to independent directors vested over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. The RSP provided ARCT III with the ability to grant awards of restricted shares to its directors, officers and employees (if ARCT III ever had employees), employees of ARCT III's Advisor and its affiliates, employees of entities that provided services to ARCT III, directors of the ARCT III Advisor or of entities that provided services to ARCT III, certain consultants to ARCT III and the ARCT III Advisor and its affiliates or to entities that provided services to ARCT III. | Restricted Share Plan | |||||||||||||||||||||||||||||||||
Immediately prior to the effective time of the ARCT III Merger, each then-outstanding share of ARCT III restricted stock fully vested. All shares of ARCT III common stock then-outstanding as a result of the full vesting of shares of ARCT III restricted stock, and the satisfaction of any applicable withholding taxes, had the right to receive a number of shares of the Company's common stock based on the ARCT III Exchange Ratio. | ARCT III had an employee and director incentive restricted share plan (the "RSP"), which provided for the automatic grant of 3,000 restricted shares of common stock to each of its independent directors, without any further action by ARCT III's board of directors or its stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting thereafter. Restricted stock issued to independent directors vested over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. The RSP provided ARCT III with the ability to grant awards of restricted shares to its directors, officers and employees (if ARCT III ever had employees), employees of ARCT III's Advisor and its affiliates, employees of entities that provided services to ARCT III, directors of the ARCT III Advisor or of entities that provided services to ARCT III, certain consultants to ARCT III and the ARCT III Advisor and its affiliates or to entities that provided services to ARCT III. | |||||||||||||||||||||||||||||||||
The following tables detail the restricted shares activity within the Equity Plan, Director Stock Plan and RSP during the nine months ended September 30, 2013: | The following tables detail the restricted shares activity within the Equity Plan, Director Stock Plan and RSP during the years ended December 31, 2012 and 2011: | |||||||||||||||||||||||||||||||||
Restricted Share Awards | Restricted Share Awards | |||||||||||||||||||||||||||||||||
Equity Plan | RSP & Director Stock Plan | Equity Plan | Director Stock Plan | |||||||||||||||||||||||||||||||
Number of | Weighted-Average | Number of | Weighted- Average | Number of Restricted Common Shares | Weighted-Average | Number of Restricted Common Shares | Weighted- | |||||||||||||||||||||||||||
Restricted Common | Issue | Restricted Common | Issue | Issue | Average | |||||||||||||||||||||||||||||
Shares | Price | Shares | Price | Price | Issue | |||||||||||||||||||||||||||||
Awarded December 31, 2012 | 259,909 | $ | 11.84 | 30,300 | $ | 10.68 | Price | |||||||||||||||||||||||||||
Granted | 625,000 | 14.3 | 18,000 | 14.58 | Awarded, January 1, 2011 | - | $ | - | - | $ | - | |||||||||||||||||||||||
Forfeited | - | - | - | - | Granted | 167,400 | 12.5 | 14,700 | 11.5 | |||||||||||||||||||||||||
Awarded September 30, 2013 | 884,909 | $ | 13.57 | 48,300 | $ | 12.13 | Awarded December 31, 2011 | 167,400 | 12.5 | 14,700 | 11.5 | |||||||||||||||||||||||
Unvested Restricted Shares | Granted | 93,683 | 10.65 | 23,250 | 10.45 | |||||||||||||||||||||||||||||
Forfeited | (1,174 | ) | 10.65 | (7,650 | ) | 11.54 | ||||||||||||||||||||||||||||
Equity Plan | RSP & Director Stock Plan | Awarded December 31, 2012 | 259,909 | $ | 11.84 | 30,300 | $ | 10.68 | ||||||||||||||||||||||||||
Number of | Weighted-Average | Number of | Weighted- Average | Unvested Restricted Shares | ||||||||||||||||||||||||||||||
Restricted Common | Issue | Restricted Common | Issue | |||||||||||||||||||||||||||||||
Shares | Price | Shares | Price | Equity Plan | RPS & Director Stock Plan | |||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 186,403 | $ | 11.62 | 27,930 | $ | 10.58 | Number of Restricted Common Shares | Weighted- | Number of Restricted Common Shares | Weighted- | ||||||||||||||||||||||||
Granted | 625,000 | 14.3 | 18,000 | 14.58 | Average | Average | ||||||||||||||||||||||||||||
Vested | (186,403 | ) | (11.62 | ) | (27,930 | ) | (10.58 | ) | Issue | Issue | ||||||||||||||||||||||||
Forfeited | - | - | - | - | Price | Price | ||||||||||||||||||||||||||||
Unvested, September 30, 2013 | 625,000 | $ | 14.3 | 18,000 | $ | 14.58 | Unvested, January 1, 2011 | - | $ | - | - | $ | - | |||||||||||||||||||||
For the three months ended September 30, 2013 and 2012, compensation expense for restricted shares was $1.1 million and $0.4 million, respectively. For the nine months ended September 30, 2013 and 2012, compensation expense for restricted shares was $1.7 million and $0.7 million, respectively. Compensation expense of $2.2 million for the accelerated vesting of restricted shares in conjunction with the ARCT III Merger was recorded as merger and other transaction related costs, during the nine months ended September 30, 2013. | Granted | 167,400 | 12.5 | 14,700 | 11.5 | |||||||||||||||||||||||||||||
Multi-Year Performance Plan | Vested | (13,950 | ) | 12.5 | - | - | ||||||||||||||||||||||||||||
Upon consummation of the ARCT III Merger, the Company entered into the 2013 Advisor Multi-Year Outperformance Agreement (the "OPP") with the Manager, whereby the Manager will be able to potentially earn compensation upon the attainment of stockholder value creation targets. | Unvested, December 31, 2011 | 153,450 | 12.5 | 14,700 | 11.5 | |||||||||||||||||||||||||||||
Under the OPP, the manager was granted 8,241,101 long term incentive plan units ("LTIP Units") of the OP, which will be earned or forfeited based on the Company's total return to stockholders (including both share price appreciation and common stock distributions) ("Total Return"), for the three year period consisting of: | Granted | 93,683 | 10.65 | 23,250 | 10.45 | |||||||||||||||||||||||||||||
• | Absolute Component: 4.0% of any excess Total Return attained above an absolute hurdle of 7.0% for each annual measurement period, non-compounded, 14.0% for the interim measurement period and 21.0% for the full performance period; and | Vested | (59,556 | ) | 12.42 | (2,370 | ) | 11.88 | ||||||||||||||||||||||||||
• | Relative Component: 4.0% of any excess Total Return attained above the Total Return for the performance period of a peer group comprised of the following companies: CapLease, Inc.; EPR Properties; Getty Realty Corporation; Lexington Realty Trust; National Retail Properties, Inc.; and Realty Income Corporation. | Forfeited | (1,174 | ) | 10.65 | (7,650 | ) | 11.54 | ||||||||||||||||||||||||||
The award will be funded ("OPP Pool") up to a maximum award opportunity equal to 5% of the Company's equity market capitalization at the ARCT III Merger date of $2.1 billion (the "OPP Cap"). Awards under the OPP are dependent on achieving an annual hurdle that commenced December 11, 2012, an interim (two-year) hurdle and then the aforementioned three -year hurdle ending on December 31, 2015. | Unvested, December 31, 2012 | 186,403 | $ | 11.62 | 27,930 | $ | 10.58 | |||||||||||||||||||||||||||
In order to further ensure that the interests of the Manager are aligned with the Company's investors, the Relative Component is subject to a ratable sliding scale factor as follows: | In connection with the Merger, each share of restricted stock outstanding as of immediately prior to the effective date of the Merger became fully vested. | |||||||||||||||||||||||||||||||||
• | 100.0% will be earned if the Company attains a median Total Return of at least 6.0% for each annual measurement period, non-compounded, at least 12% for the interim measurement period, and at least 18.0% for the full performance period; | For the years ended December 31, 2012 and 2011, compensation expense for restricted shares was $1.2 million and $0.2 million, respectively. There was $0.1 million compensation expense for restricted shares for the year ended December 31, 2010. | ||||||||||||||||||||||||||||||||
• | 50.0% will be earned if the Company attains a median Total Return of at least 0.0% for each measurement period; | Stock Option Plan | ||||||||||||||||||||||||||||||||
• | 0.0% will be earned if the Company attains a median Total Return of less than 0.0% for each measurement period; and | ARCT III had a stock option plan (the "Stock Option Plan") which authorized the grant of nonqualified stock options to its independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of its board of directors and the applicable limitations of the Stock Option Plan. The exercise price for all stock options granted under the Stock Option Plan were fixed at $10.00 per share until the ARCT III IPO terminated, and thereafter the exercise price for stock options granted to the independent directors were equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. A total of 0.5 million shares had been authorized and reserved for issuance under the Stock Option Plan. As of December 31, 2012 and 2011, no stock options were issued under the Stock Option Plan. The Stock Option Plan was terminated in February 2013. | ||||||||||||||||||||||||||||||||
• | A percentage from 50.0% to 100.0% calculated by linear interpolation will be earned if the Company's median Total Return is between 0.0% and the percentage set for each measurement period. | Multi-Year Performance Plan | ||||||||||||||||||||||||||||||||
For each year during the performance period a portion of the OPP Cap equal to a maximum of up to 1.25% of the Company's equity market capitalization of $2.1 billion will be "locked-in" based upon the attainment of the performance hurdles set forth above for each annual measurement period. In addition, a portion of the OPP Cap equal to a maximum of up to 3.0% of the Company's equity market capitalization will be "locked-in" based upon the attainment of the performance hurdles set forth above for the interim measurement period, which if achieved, will supersede and negate any prior "locked-in" portion based upon annual performance through December 31, 2013 and 2014 (i.e., a maximum award opportunity equal to a maximum of up to 3.0% of the Company's equity market capitalization may be "locked-in" through December 31, 2014). Since certain awards under the OPP plan are dependent on the comparison of the Company's current market capitalization to the the Company's market capitalization at the inception of plan, the issuance of additional common shares by the Company may result in higher awards. | Upon consummation of the Merger, the Company entered into the 2013 Advisor Multi-Year Outperformance Agreement (the "OPP") with the Manager, whereby the Manager will be able to potentially earn compensation upon the attainment of stockholder value creation targets. | |||||||||||||||||||||||||||||||||
Following the performance period, the Absolute Component and the Relative Component will be calculated separately and then added together to determine the aggregate award earned under the OPP, which will be the lesser of the sum of the two components and the OPP Cap. The OPP Pool will be used to determine the number of LTIP units that vest. Any unvested LTIP units will be immediately forfeited on December 31, 2015. At September 30, 2013, 100% of the OPP Pool has been allocated. | Under the OPP, the manager was granted 8,241,101 long term incentive plan units ("LTIP Units") of the OP, which will be earned or forfeited based on the Company's total return to stockholders (including both share price appreciation and common stock distributions) ("Total Return"), for the three year period consisting of: | |||||||||||||||||||||||||||||||||
The Manager will be entitled to convert 33.3% of the LTIP units earned into OP Units on each of December 31, 2015, 2016 and 2017 and within 30 days following such date. In addition, the OPP provides for accelerated earning and vesting of LTIP Units and redemption of vested LTIP Units for cash if the Manager is terminated or if the Company experiences a change in control. The Manager will be entitled to receive a tax gross-up in the event that any amounts paid to it under the OPP constitute "parachute payments" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). | • | Absolute Component: 4.0% of any excess Total Return attained above an absolute hurdle of 7.0% for each annual measurement period, non-compounded, 14.0% for the interim measurement period and 21.0% for the full performance period; and | ||||||||||||||||||||||||||||||||
The fair value of the LTIP Units granted is measured at each reporting date and is being amortized over the performance period. During the three and nine months ended September 30, 2013, the Company has recorded expense of $6.1 million and $9.8 million, respectively, for the OPP. | • | Relative Component: 4.0% of any excess Total Return attained above the Total Return for the performance period of a peer group comprised of the following companies: CapLease, Inc.; EPR Properties; Getty Realty Corporation; Lexington Realty Trust; National Retail Properties, Inc.; and Realty Income Corporation. | ||||||||||||||||||||||||||||||||
The award will be funded ("OPP Pool") up to a maximum award opportunity equal to 5% of the Company's equity market capitalization at the Merger date of $2.1 billion (the "OPP Cap"). Awards under the OPP are dependent on achieving an annual hurdle, that commenced December 11, 2012, an interim (two-year) hurdle and then the aforementioned three-year hurdle ending on December 31, 2015. | ||||||||||||||||||||||||||||||||||
In order to further ensure that the interests of the Manager are aligned with the Company's investors, the Relative Component is subject to a ratable sliding scale factor as follows: | ||||||||||||||||||||||||||||||||||
• | 100.0% will be earned if the Company attains a median Total Return of at least 6.0% for each annual measurement period, non-compounded, at least 12.0% for the interim measurement period, and at least 18.0% for the full performance period; | |||||||||||||||||||||||||||||||||
• | 50.0% will be earned if the Company attains a median Total Return of at least 0.0% for each measurement period; | |||||||||||||||||||||||||||||||||
• | 0.0% will be earned if the Company attains a median Total Return of less than 0.0% for each measurement period; and | |||||||||||||||||||||||||||||||||
• | A percentage from 50.0% to 100.0% calculated by linear interpolation will be earned if the Company's median Total Return is between 0.0% and th percentage set for each measurement period. | |||||||||||||||||||||||||||||||||
For each year during the performance period a portion of the OPP Cap equal to a maximum of up to 1.25% of the Company's equity market capitalization of $2.1 billion will be "locked-in" based upon the attainment of the performance hurdles set forth above for each annual measurement period. In addition, a portion of the OPP Cap equal to a maximum of up to 3.0% of the Company's equity market capitalization will be "locked-in" based upon the attainment of the performance hurdles set forth above for the interim measurement period, which if achieved, will supersede and negate any prior "locked-in" portion based upon annual performance through December 31, 2013 and 2014 (i.e., a maximum award opportunity equal to a maximum of up to 3.0% of the Company's equity market capitalization may be "locked-in" through December 31. 2014). | ||||||||||||||||||||||||||||||||||
Following the performance period, the Absolute Component and the Relative Component will be calculated separately and then added together to determine the aggregate award earned under the OPP, which will be the lesser of the sum of the two components and the OPP Cap. The OPP Pool will be used to determine the number of LTIP units that vest. Any unvested LTIP units will be immediately forfeited on December 31, 2015. At March 31, 2013, 100% of the pool has been allocated. | ||||||||||||||||||||||||||||||||||
The Manager will be entitled to convert 33.3% of the LTIP units earned into OP Units on each of December 31, 2015, 2016 and 2017 and within 30 days following such date. In addition, the OPP provides for accelerated earning and vesting of LTIP Units and redemption of vested LTIP Units for cash if the Manager is terminated or if the Company experiences a change in control. The Manager will be entitled to receive a tax gross-up in the event that any amounts paid to it under the OPP constitute "parachute payments" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). | ||||||||||||||||||||||||||||||||||
The fair value of the LTIP Units granted are being amortized over the performance period. The Company did not incur expenses for the OPP during the years ended December 31, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||||||||
Other Share-Based Compensation | ||||||||||||||||||||||||||||||||||
ARCT III was permitted to issue common stock in lieu of cash to pay fees earned by its directors, at the respective director's election. There were no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. The following table reflects the shares of ARCT III common stock issued to directors in lieu of cash compensation (dollar amounts in thousands): | ||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||||||||||||
Shares issued in lieu of cash | 3,457 | 3,562.50 | ||||||||||||||||||||||||||||||||
Value of shares issued in lieu of cash | $ | 33 | $ | 34 |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ||||||||
Commitments and Contingencies | ' | ' | ||||||||
Note 13 - Commitments and Contingencies | Note 13 - Commitments and Contingencies | |||||||||
Contractual Lease Obligations | Future Lease Payments | |||||||||
The following table reflects the minimum base rental cash payments due from the Company over the next five years and thereafter for certain ground and office lease obligations (amounts in thousands): | The Company entered into a ground lease agreement related to the acquisition of a Walgreens Pharmacy. The following table reflects the minimum base rental cash payments due from the Company over the next five years and thereafter under this arrangement (amounts in thousands): | |||||||||
Future Minimum | Future Minimum | |||||||||
Base Rent Payments | Base Rent | |||||||||
October 1, 2013 - December 31, 2013 | $ | 261 | Payments | |||||||
2014 | 731 | 2013 | $ | 160 | ||||||
2015 | 732 | 2014 | 160 | |||||||
2016 | 733 | 2015 | 160 | |||||||
2017 | 737 | 2016 | 160 | |||||||
Thereafter | 6,754 | 2017 | 160 | |||||||
Total | $ | 9,948 | Thereafter | 600 | ||||||
Litigation | Total | $ | 1,400 | |||||||
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company, except as follows: | Litigation | |||||||||
ARCT III Litigation Matters | In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company, except as follows: | |||||||||
Since the announcement of the ARCT III Merger Agreement on December 17, 2012, Randell Quaal filed a putative class action lawsuit filed on January 30, 2013 against the Company, the OP, ARCT III, ARCT III OP, the members of the board of directors of ARCT III and certain subsidiaries of the Company in the Supreme Court of the State of New York. The plaintiff alleges, among other things, that the board of ARCT III breached its fiduciary duties in connection with the transactions contemplated under the ARCT III Merger Agreement. In February 2013, the parties agreed to a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of ARCT III stockholders. In connection with the settlement contemplated by that memorandum of understanding, the class action and all claims asserted therein will be dismissed, subject to court approval. The proposed settlement terms required ARCT III to make certain additional disclosures related to the ARCT III Merger, which were included in a Current Report on Form 8-K filed by ARCT III with the SEC on February 21, 2013. The memorandum of understanding also added that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including confirmatory discovery and court approval following notice to ARCT III's stockholders. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding, therefore any losses that may be incurred to settle this matter are not determinable. | Since the announcement of the Merger Agreement on December 17, 2012, Randell Quaal filed a putative class action lawsuit filed on January 19, 2013 against the Company, the OP, ARCT III, ARCT III OP, the members of the board of directors of ARCT III and certain subsidiaries of the Company in the Supreme Court of the State of New York. The lawsuit alleges, among other things, that the board of ARCT III breached its fiduciary duties in connection with the transactions contemplated under the Merger Agreement. In February 2013, the parties agreed to a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of ARCT III stockholders. In connection with the settlement contemplated by that memorandum of understanding, the class action and all claims asserted therein will be dismissed, subject to court approval. The proposed settlement terms required ARCT III to make certain additional disclosures related to the Merger, which were included in a Current Report on Form 8-K filed by ARCT III with the SEC on February 21, 2013. The memorandum of understanding also added that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including confirmatory discovery and court approval following notice to ARCT III's stockholders. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding, therefore any losses that may be incurred to settle this matter are not determinable. | |||||||||
CapLease Litigation Matters | The Company maintains directors and officers liability insurance which the Company believes should provide coverage to the Company and its officers and directors for most or all of any costs, settlements or judgments resulting from the lawsuit. | |||||||||
Since the announcement of the CapLease Merger Agreement on May 28, 2013, the following lawsuits have been filed: | Environmental Matters | |||||||||
CapLease, its directors, and its affiliates, CapLease's operating partnership and the general partner of the operating partnership, as well as the Company, the OP and a CapLease Merger related subsidiary, have been named as defendants in a putative class action lawsuit in connection with the proposed merger, styled Mizani v. CapLease, Inc., No. 651986/2013, in the Supreme Court of the State of New York, New York County. The complaint alleges, among other things, that the CapLease Merger Agreement was the product of breaches of fiduciary duty by CapLease's directors because the CapLease Merger does not provide for full and fair value for the CapLease's stockholders, the CapLease Merger was not the result of a competitive bidding process, the CapLease Merger Agreement contains coercive deal protection measures, and the CapLease Merger Agreement and the CapLease Merger were approved as a result of improper self-dealing by certain defendants who would receive certain alleged employment compensation benefits and continued employment pursuant to the CapLease Merger Agreement. The complaint also alleges that CapLease, the Company, the OP and a CapLease Merger related subsidiary, aided and abetted the directors' alleged breaches of fiduciary duty. The plaintiff seeks, among other things, to enjoin completion of the CapLease Merger. The Company believes that the allegations of the complaint are without merit and that it has substantial meritorious defenses to the claims set forth in the complaint. | In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect on the results of operations. | |||||||||
Separately, CapLease, its directors and its affiliates, the CapLease's operating partnership and the general partner of the CapLease's operating partnership, as well as the Company, the OP and a CapLease Merger related subsidiary, have been named as defendants in a putative class action and derivative lawsuit in connection with the proposed merger, styled Tarver v. CapLease, Inc., No. 24C13004176, in the Circuit Court of the State of Maryland, Baltimore City. The complaint alleges, among other things, that the CapLease Merger Agreement was the product of breaches of fiduciary duty by CapLease's directors because the CapLease Merger does not provide for full and fair value for the CapLease's stockholders, the CapLease Merger Agreement contains coercive deal protection measures, the CapLease Merger was not the result of a competitive bidding process, and the CapLease Merger Agreement and the CapLease Merger were approved as a result of improper self-dealing. The complaint also alleges that CapLease, CapLease's operating partnership, the general partner of the CapLease's operating partnership, the Company, the OP and a CapLease Merger related subsidiary aided and abetted the directors' alleged breaches of fiduciary duty. The plaintiff seeks, among other things, to enjoin completion of the CapLease Merger. The Company believes that the allegations of the complaint are without merit and that it has substantial meritorious defenses to the claims set forth in the complaint. | ||||||||||
Separately, CapLease, its directors and its affiliates, the CapLease's operating partnership and the general partner of the CapLease's operating partnership, as well as the Company, the OP and a CapLease Merger related subsidiary, have been named as defendants in a putative class action and derivative lawsuit in connection with the proposed CapLease Merger, styled Carach v. CapLease, Inc., No. 651986/2013, in the Supreme Court of the State of New York, New York County. The complaint alleges, among other things, that the CapLease Merger Agreement was the product of breaches of fiduciary duty by the CapLease's directors because the CapLease Merger does not provide for full and fair value for the CapLease's stockholders, the CapLease directors failed to take steps to maximize the value of CapLease or properly value CapLease, failed to protect against various alleged conflicts of interest, and failed to fully disclose material information concerning the process that led to the CapLease Merger. The complaint also alleges that CapLease's operating partnership, the general partner of CapLease's operating partnership, the Company, the OP and a CapLease Merger related subsidiary aided and abetted the CapLease directors' alleged breaches of fiduciary duty. The plaintiff seeks, among other things, to enjoin completion of the CapLease Merger. The Company believes that the allegations of the complaint are without merit and that it has substantial meritorious defenses to the claims set forth in the complaint. | ||||||||||
Counsel who filed each of these three cases reached an agreement with each other as to who will serve as lead plaintiff and lead plaintiffs' counsel in the cases and where they will be prosecuted. Thus, on August 9, 2013, counsel in the Tarver Action filed a motion for stay in the Baltimore Court, information the court they had agreed to join and participate in the prosecution of the Mizani and Carach Actions in the New York Court. The defendants consented to the stay of the Tarver Action in Baltimore Court, and on September 5, 2013, Judge Pamela J. White issued an order granting to stay. Consequently, there has been no subsequent activity in the Baltimore Court in the Tarver Action. Also on August 9, 2013, all counsel involved in the Mizani and Carach Actions filed a joint stipulation in the New York Court, reflecting agreement among all parties in the Mizani and Carach Actions should be consolidated and setting out a schedule for early motion practice in response to the complaints filed. All defendants filed a motion to dismiss all claims on September 23, 2013. Plaintiffs' response to those motions is due on or before November 7, 2013. To date, no injunctive filings have been made by or on behalf of the plaintiffs. The Company believes that the allegations of the complaint are without merit and that it has substantial meritorious defenses to the claims set forth in the complaint. | ||||||||||
On October 8, 2013, John Poling filed a punitive class action lawsuit in the Circuit Court of Baltimore City against ARCP, ARC Operating Partnership, L.P., Safari Acquisition LLC, CapLease, CapLease LP, CFL OP General Partner, LLC and members of the CapLease, Inc. board of directions. The complaint alleges, that the merger agreement breaches terms of the CapLease' 8.375% Series B Cumulative Redeemable Preferred Stock and the terms of the 7.25% Series C Cumulative Redeemable Preferred Stock and is in violation of the Series B Articles Supplementary and the Series C Articles Supplementary. The complaint alleges breach of contract and breach of fiduciary duty. The plaintiff seeks, among other things, declaratory relief, damages and an injunction to halt the redemption of the Series B and Series C Preferred Stock. The Company believes that the allegations of the complaint are without merit and that it has substantial meritorious defenses to the claims set forth in the complaint. | ||||||||||
Cole Litigation Matters | ||||||||||
To date, five lawsuits have been filed in connection with the Cole Merger. The first, Wunsch v. Cole Real Estate Investments, Inc., et al ("Wunsch"), No. 13-CV-2186, is a putative class action that was filed on October 25, 2013 in the U.S. District Court for the District of Arizona. On October 30, 2013, October 31, 2013 and November 1, 2013, four other putative stockholder class action lawsuits were filed in the Circuit Court for Baltimore City, Maryland, captioned as: (i) Operman v. Cole Real Estate Investments, Inc., et al; (ii) Branham v. Cole Real Estate Investments, Inc., et al; (iii) Wilfong v. Cole Real Estate Investments, Inc., et al. and (iv) Polage v. Cole Real Estate Investments, Inc., et al. All of these lawsuits name the Company, Cole and Cole's board of directors as defendants; Wunsch, Branham, Wilfong and Polage also name Merger Sub as a defendant. All of the named plaintiffs claim to be Cole stockholders and purport to represent all holders of the Cole's stock. Each complaint generally alleges that the individual defendants breached fiduciary duties owed to plaintiff and the other public stockholders of Cole, and that certain entity defendants aided and abetted those breaches. In addition, the Operman lawsuit claims that the individual defendants breached their duty of candor to shareholders and the Branham and Polage lawsuits assert claims derivatively against the individual defendants for their alleged breach of fiduciary duties owed to Cole. The Polage lawsuit also asserts derivative claims for waste of corporate assets and unjust enrichment. Among other remedies, the complaints seek injunctive relief prohibiting the defendants from completing the proposed merger or, in the event that an injunction is not awarded, unspecified money damages, costs and attorneys' fees. | ||||||||||
The Company believes that the lawsuits in connection with the Cole Merger are without merit and that it has substantial meritorious defenses to the claims set forth in the complaints. | ||||||||||
The Company maintains directors and officers liability insurance, which the Company believes should provide coverage to the Company and its officers and directors for most or all of any costs, settlements or judgments resulting from the lawsuits. | ||||||||||
Environmental Matters | ||||||||||
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect on the results of operations. |
Related_Party_Transactions_and
Related Party Transactions and Arrangements | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Arrangements | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 14 - Related Party Transactions and Arrangements | Note 14 - Related Party Transactions and Arrangements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership by Affiliates | Common Stock Ownership | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Certain affiliates of the Company have ownership in the Company through ownership of shares of the Company's common stock, shares of unvested restricted common stock and OP units. As of September 30, 2013 and December 31, 2012, 5.09% and 1.39%, respectively, of the total equity units issued by the Company were owned by affiliates. | Certain affiliates of the Company have purchased shares of the Company's common stock. As of December 31, 2012 and 2011, certain affiliates owned 1.39% and 12.22%, respectively, of the Company's common stock outstanding on a fully diluted basis, including OP Units and Class B Units in the OP. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees Paid in Connection with Common Stock Offerings | The Company has issued restricted stock to the Manager and non-executive directors in conjunction with a share-based compensation plan. See Note 12 - Share-Based Compensation. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RCS served as the dealer manager of the ARCT III IPO. RCS received fees and compensation in connection with the sale of ARCT III's common stock in the ARCT III IPO. RCS received a selling commission of up to 7% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers in the ARCT III IPO. In addition, RCS received up to 3% of the gross proceeds from the sale of common stock, before reallowance to participating broker-dealers, as a dealer-manager fee in the ARCT III IPO. RCS was permitted to reallow its dealer-manager fee to such participating broker-dealers, based on such factors as the volume of shares sold by respective participating broker-dealers and marketing support incurred as compared to those of other participating broker-dealers. RCS has also received compensation for various other Company equity transactions. | Fees Paid in Connection with Common Stock Offerings | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table details the results of such activities related to RCS, which are recorded as offering costs on the consolidated statement of changes in equity (amounts in thousands): | RCS received selling commissions of 6% of the gross offering proceeds from the sale of the Company's common stock in the IPO. In addition, RCS received dealer manager fees of 2% of the gross offering proceeds before reallowance to participating broker-dealers in the IPO. RCS was permitted to re-allow all or a portion of its dealer manager fee to participating broker-dealers. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In addition, RCS, served as the dealer manager of the ARCT III IPO. RCS received fees and compensation in connection with the sale of ARCT III's common stock in the ARCT III IPO. RCS received a selling commission of up to 7% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers in the ARCT III IPO. In addition, RCS received up to 3% of the gross proceeds from the sale of common stock, before reallowance to participating broker-dealers, as a dealer-manager fee in the ARCT III IPO. RCS was permitted to reallow its dealer-manager fee to such participating broker-dealers, based on such factors as the volume of shares sold by respective participating broker-dealers and marketing support incurred as compared to those of other participating broker-dealers. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Payable as of | The following table details the results of such activities related to RCS, which are recorded as offering costs on the consolidated statement of changes in equity (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 30-Sep-13 | 31-Dec-12 | Year Ended December 31, | Payable as of December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total commissions and fees paid to RCS | $ | - | $ | 80,739 | $ | - | $ | 160,530 | $ | - | $ | - | 2012 | 2011 | 2012 | 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||
The Company reimbursed the Manager, the ARCT III Advisor and RCS for services relating to the ARCT III IPO, and other significant transactions such as the ARCT III Merger, for which the Manager provided assistance. The following table details the results of such activities related to offering and other significant transactions costs reimbursed to the Manager, the ARCT III Advisor and RCS (amounts in thousands): | Total commissions and fees paid to RCS | $ | 160,614 | $ | 11,434 | $ | - | $ | 92 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company reimbursed the Manager, the ARCT III Advisor and RCS for services relating to the IPO, the Company's follow-on offerings and the ARCT III IPO, as applicable. The following table details the results of such activities related to offering costs reimbursed to the Manager, the ARCT III Advisor and RCS (amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Payable as of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | Year Ended December 31, | Payable as of December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 30-Sep-13 | 31-Dec-12 | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Offering expense and other significant transactions reimbursements | $ | 814 | $ | (3,473 | ) | $ | 1,951 | $ | 16,808 | $ | - | $ | - | Offering expense reimbursements | $ | 16,264 | $ | 4,383 | $ | - | $ | 220 | ||||||||||||||||||||||||||||||||||||||||||||
Fees Paid in Connection with the Operations of the Company | Fees Paid in Connection With the Operations of the Company | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Each of the Company and ARCT III paid the Manager and the ARCT III Advisor, as applicable, an acquisition fee equal to 1.0% of the contract purchase price (including assumed indebtedness) of each property the Company or ARCT III, as applicable, acquired. The acquisition fee was payable in cash at the closing of each acquisition. In conjunction with the ARCT III Merger, it was agreed that these fees would no longer be paid to either party. Acquisition fees are recorded in Acquisition related costs in the consolidated statements of operations and comprehensive loss. | Each of the Company and ARCT III paid the Manager and the ARCT III Advisor, as applicable, an acquisition fee equal to 1.0% of the contract purchase price (including assumed indebtedness) of each property the Company or ARCT III, as applicable, acquired. The acquisition fee was payable in cash at the closing of each acquisition. In conjunction with the Merger, it was agreed that these fees would no longer be paid to either party. Acquisition fees are recorded in acquisition related costs in the consolidated statement of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Each of the Company and ARCT III paid the Manager and the ARCT III Advisor, as applicable, a financing fee equal to 0.75% of the amount available under any secured mortgage financing or refinancing that the Company or ARCT III, as applicable, obtained and used for the acquisition of properties that was arranged by the Manager or ARCT III Advisor, as applicable. The financing coordination fee was payable in cash at the closing of each financing. In conjunction with the ARCT III Merger, it was agreed that these fees would no longer be paid to either party. | Each of the Company and ARCT III paid the Manager and the ARCT III Advisor, as applicable, a financing fee equal to 0.75% of the amount available under any secured mortgage financing or refinancing that the Company or ARCT III, as applicable, obtained and used for the acquisition of properties that was arranged by the Manager or ARCT III Advisor, as applicable. The financing coordination fee was payable in cash at the closing of each financing. In conjunction with the Merger, it was agreed that these fees would no longer be paid to either party. Financing fees are recorded in deferred costs on the consolidated balance sheet and amortized to interest expense over the term of the related debt. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company paid the Manager an annual base management fee equal to 0.50% per annum of the average unadjusted book value of the Company's real estate assets, calculated and payable monthly in advance. The Company's Manager waived such portion of its management fee in excess of certain net income thresholds related to the Company's operations. The management fee is payable in cash. In conjunction with the ARCT III Merger, the base management fee was reduced to 0.40% per annum for the unadjusted book value of assets over $3.0 billion. Management fees, if accrued are recorded in Operating fees to affiliates in the consolidated statements of operations and comprehensive loss. | The Company paid the Manager an annual base management fee equal to 0.50% per annum of the average unadjusted book value of the Company's real estate assets, calculated and payable monthly in advance, provided that the full amount of the distributions declared by the Company for the six immediately preceding months was equal to or greater than certain net income thresholds related to our operations. Our Manager waived such portion of its management fee in excess of such thresholds. The management fee is payable in cash. In conjunction with the Merger, the base management fee was reduced to 0.40% per annum for the unadjusted book value of assets over $3.0 billion. Management fees, if accrued are recorded in Operating fees to affiliates in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Until July 1, 2012, ARCT III paid the ARCT III Advisor an asset management fee of 0.75% per annum of the cost of its assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excludes acquisition fees) plus costs and expenses incurred by the ARCT III Advisor in providing asset management services; provided, however, that the asset management fee was reduced by any amounts payable to ARCT III's property manager as an oversight fee, such that the aggregate of the asset management fee and the oversight fee did not exceed 0.75% per annum of the cost of ARCT III's assets plus costs and expenses incurred by the ARCT III Advisor in providing asset management services. | Until July 1, 2012, ARCT III paid the ARCT III Advisor an asset management fee of 0.75% per annum of the cost of its assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excludes acquisition fees) plus costs and expenses incurred by the ARCT III Advisor in providing asset management services; provided, however, that the asset management fee was reduced by any amounts payable to ARCT III's property manager as an oversight fee, such that the aggregate of the asset management fee and the oversight fee did not exceed 0.75% per annum of the cost of ARCT III's assets plus costs and expenses incurred by the ARCT III Advisor in providing asset management services. Prior to July 1, 2012, this fee was payable in monthly installments at the discretion of ARCT III's board of directors in cash, common stock or restricted stock grants, or any combination thereof. Asset management fees, if accrued are recorded in Operating fees to affiliates in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prior to July 1, 2012, this fee was payable in monthly installments at the discretion of ARCT III's board of directors in cash, common stock or restricted stock grants, or any combination thereof. Asset management fees, if accrued are recorded in Operating fees to affiliates in the consolidated statements of operations and comprehensive loss. The Company also pays fees for transfer agent services to an affiliate, American National Stock Transfer, LLC. | Effective July 1, 2012, the payment of asset management fees in monthly installments in cash, shares or restricted stock grants, or any combination thereof to the ARCT III Advisor was eliminated. Instead, ARCT III issued (subject to periodic approval by its board of directors) to the ARCT III Advisor performance-based restricted partnership units of the ARCT III OP designated as "Class B units," which were intended to be profits interests and to vest, and no longer be subject to forfeiture, at such time as: (x) the value of the ARCT III OP's assets plus all distributions made equal or exceeded the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); and among other potential events, a liquidity event accrued. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective July 1, 2012, the payment of asset management fees in monthly installments in cash, shares or restricted stock grants, or any combination thereof to the ARCT III Advisor was eliminated. Instead, ARCT III issued (subject to periodic approval by its board of directors) to the ARCT III Advisor performance-based restricted partnership units of the ARCT III OP designated as "Class B units," which were intended to be profits interests and to vest, and no longer be subject to forfeiture, at such time as: (x) the value of the ARCT III OP's assets plus all distributions made equal or exceeded the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); and (y) a liquidity event has occurred. | The ARCT III Advisor received distributions on unvested Class B units equal to the distribution rate received on ARCT III common stock. Such distributions on issued Class B units were included as general and administrative expense in the consolidated statement of operations until the performance condition is considered probable to occur. 145,022 Class B units were approved by ARCT III's board of directors as of December 31, 2012. During January and February 2013, ARCT III's board of directors approved, and ARCT III issued, 603,599 Class B units to the ARCT III Advisor for its asset management services provided. As of December 31, 2012, ARCT III did not consider achievement of the performance condition to be probable as the shareholder vote for the Merger, which would allow vesting of these Class B Units, was not completed. The performance condition related to these Class B units was satisfied upon the completion of the Merger and expense of $9.9 million was recorded at that time. The Class B units then converted to ARCT III OP units which converted to 711,190 OP Units after the application of the Exchange Ratio. These expenses were recorded in Merger and other transaction related in the consolidated statement of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The ARCT III Advisor received distributions on unvested Class B units equal to the distribution rate received on ARCT III common stock. Such distributions on issued Class B units were included as general and administrative expense in the consolidated statement of operations until the performance condition is considered probable to occur. 145,022 Class B units were approved by ARCT III's board of directors as of December 31, 2012. During January and February 2013, ARCT III's board of directors approved, and ARCT III issued, 603,599 Class B units to the ARCT III Advisor for its asset management services provided. As of December 31, 2012, ARCT III did not consider achievement of the performance condition to be probable as the shareholder vote for the ARCT III Merger, which would allow vesting of these Class B Units, was not completed. The performance condition related to these Class B units was satisfied upon the completion of the ARCT III Merger and expense of $9.9 million was recorded at that time. The Class B units then converted to ARCT III OP units which converted to 711,190 OP Units after the application of the ARCT III Exchange Ratio. These expenses were recorded in merger and other transaction related in the consolidated statements of operations and comprehensive loss. | The Company may be required to pay the Manager a quarterly incentive fee, calculated based on 20 percent of the excess Company annualized core earnings (as defined in the management agreement with the Manager) over the weighted average number of shares multiplied by the weighted average price per share of common stock. One half of each quarterly installment of the incentive fee will be payable in shares of common stock. The remainder of the incentive fee will be payable in cash. No such incentive fees have been paid to the Manager since inception. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company may be required to pay the Manager a quarterly incentive fee, calculated based on 20 percent of the excess Company annualized core earnings (as defined in the management agreement with the Manager) over the weighted average number of shares multiplied by the weighted average price per share of common stock. One half of each quarterly installment of the incentive fee will be payable in shares of common stock. The remainder of the incentive fee will be payable in cash. No such incentive fees have been incurred or paid to the Manager since inception. | ARCT III paid an affiliate of the Sponsor, unless it contracted with a third party, a property management fee of up to 2% of gross revenues from ARCT III's stand-alone single-tenant net leased properties and 4% of gross revenues from its multi-tenant properties, plus, in each case, market-based leasing commissions applicable to the geographic location of the property. ARCT III also reimbursed the affiliate for property level expenses. If ARCT III contracted directly with third parties for such services, it paid them customary market fees and paid the affiliated property manager, an oversight fee of up to 1.0% of the gross revenues of the property managed. Property management fees are recorded in Operating fees to affiliates in the consolidated statement of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ARCT III paid an affiliate of the Sponsor, unless it contracted with a third party, a property management fee of up to 2% of gross revenues from ARCT III's stand-alone single-tenant net leased properties and 4% of gross revenues from its multi-tenant properties, plus, in each case, market-based leasing commissions applicable to the geographic location of the property. ARCT III also reimbursed the affiliate for property level expenses. If ARCT III contracted directly with third parties for such services, it paid them customary market fees and paid the affiliated property manager, an oversight fee of up to 1.0% of the gross revenues of the property managed. Property management fees are recorded in Operating fees to affiliates in the consolidated statements of operations and comprehensive loss. | In order to facilitate the smooth transition of property management services following the consummation of the Merger, the Company, the OP and the Sponsor agreed that the Property Management and Leasing Agreement will be extended for a 60 day period following the consummation of the Merger for which the Company paid the Sponsor $2.3 million. These fees were recorded in Merger and transaction related in the consolidated statement of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In order to facilitate the smooth transition of property management services following the consummation of the ARCT III Merger, the Company, the OP and the Sponsor agreed that the Property Management and Leasing Agreement will be extended for a 60 day period following the consummation of the ARCT III Merger for which the Company paid the Sponsor $2.3 million. These fees were recorded in merger and transaction related in the consolidated statements of operations and comprehensive loss. | The Company is required to reimburse the Manager for all out-of-pocket costs actually incurred by the Manager, including without limitation, legal fees and expenses, due diligence fees and expenses, other third party fees and expenses, costs of appraisals, travel expenses, nonrefundable option payments and deposits on properties not acquired, accounting fees and expenses, title insurance premiums and other closing costs, personnel costs and miscellaneous expenses relating to the selection, acquisition and due diligence of properties. The Company's reimbursement obligation is not subject to any dollar limitation. Expenses will be reimbursed in cash on a monthly basis following the end of each month. However, the Company will not reimburse the Manager for the salaries and other compensation of its personnel. Reimbursements are recorded based on the related activity to which the expense relates. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company is required to reimburse the Manager for all out-of-pocket costs actually incurred by the Manager, including without limitation, legal fees and expenses, due diligence fees and expenses, other third party fees and expenses, costs of appraisals, travel expenses, nonrefundable option payments and deposits on properties not acquired, accounting fees and expenses, title insurance premiums and other closing costs, personnel costs and miscellaneous expenses relating to the selection, acquisition and due diligence of properties. The Company 's reimbursement obligation is not subject to any dollar limitation. Expenses will be reimbursed in cash on a monthly basis following the end of each month. However, the Company will not reimburse the Manager for the salaries and other compensation of its personnel. Reimbursements are recorded based on the related activity to which the expense relates. | The following table details amounts incurred by the Company or ARCT III and contractually due to the Sponsor, ARCT III Advisor or the Manager and forgiven in connection with the operations related services described above (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table details amounts incurred by the Company or ARCT III and contractually due to the Sponsor, ARCT III Advisor or the Manager and forgiven in connection with the operations related services described above (amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Payable as of December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Payable as of | Incurred | Forgiven | Incurred | Forgiven | 2012 | 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | September 30, | December 31, | One-time fees: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | Acquisition fees and related cost reimbursements | $ | 27,138 | $ | - | $ | 1,692 | $ | - | $ | 364 | $ | 37 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | Financing fees and related cost reimbursements | 3,350 | - | 182 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
One-time fees: | Other expense reimbursements | 592 | - | 148 | - | 18 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition fees(1) | $ | 86 | $ | - | $ | 4,529 | $ | - | $ | 3,190 | $ | - | $ | 9,712 | $ | - | $ | - | $ | 364 | On-going fees: | |||||||||||||||||||||||||||||||||||||||||||||
Financing fees and related cost reimbursements | - | - | 1,424 | - | 7,500 | - | 2,683 | - | - | - | Base management fees | 2,035 | 1,823 | 274 | 274 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
Other expense reimbursements | 42 | - | 3,614 | - | 8,359 | - | 7,527 | - | - | 18 | Incentive fees | 771 | 771 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
On-going fees: | Property management and leasing fees | 918 | 918 | 15 | 15 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Base management fees(2) | 3,739 | 3,739 | 278 | 278 | 8,393 | 6,109 | 1,725 | 1,513 | - | - | Total operational fees and reimbursements | $ | 34,804 | $ | 3,512 | $ | 2,311 | $ | 289 | $ | 382 | $ | 37 | |||||||||||||||||||||||||||||||||||||||||||
Transfer agent fees | 103 | - | - | - | 270 | - | - | - | 23 | - | Under an administrative support agreement between the Company and the Sponsor, the Sponsor was to pay or reimburse the Company for its general administrative expenses, including, without limitation, legal fees, audit fees, board of directors fees, insurance, marketing and investor relation fees, until September 6, 2012, which was one year after the closing of the IPO, to the extent the amount of certain net earnings from operations thresholds, as specified in the agreement, were less than the amount of the distributions declared by the Company during this one-year period. To the extent these amounts were paid by the Sponsor, they would not be subject to reimbursement by the Company. These costs are presented net in the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property management and leasing fees(2) | - | - | 250 | 250 | 799 | 799 | 456 | 456 | - | - | The ARCT III Advisor provided expense support to ARCT III from time to time to assist ARCT III with operating cash flow, distributions or other operational purposes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total operational fees and reimbursements | $ | 3,970 | $ | 3,739 | $ | 10,095 | $ | 528 | $ | 28,511 | $ | 6,908 | $ | 22,103 | $ | 1,969 | $ | 23 | $ | 382 | The following table details general and administrative expenses absorbed by the Sponsor and the ARCT III Advisor and paid to the Company during the years ended December 31, 2012 and 2011 (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||
-1 | In conjunction with the ARCT III Merger, the payment of acquisition fees was terminated, however for properties that were in ARCP's or ARCT III's pipeline at the ARCT III Merger date, the fees were paid as the Manager had sourced and negotiated the purchase price prior to the ARCT III Merger. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
-2 | The amounts incurred and paid were recognized in merger and other transaction related costs during the nine months ended September 30, 2013 as they relate to the ARCT III Merger. | Year Ended December 31, | Receivable as of December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Under an administrative support agreement between the Company and the Sponsor, the Sponsor was to pay or reimburse the Company for its general administrative expenses, including, without limitation, legal fees, audit fees, board of directors fees, insurance, marketing and investor relation fees, until September 6, 2012, which was one year after the closing of the IPO, to the extent the amount of certain net earnings from operations thresholds, as specified in the agreement, were less than the amount of the distributions declared by the Company during this one-year period. To the extent these amounts were paid by the Sponsor, they would not be subject to reimbursement by the Company. These costs are presented net in the accompanying consolidated statements of operations and comprehensive loss. In addition, the ARCT III Advisor provided expense support to ARCT III from time to time to assist ARCT III with operating cash flow, distributions or other operational purposes. | 2012 | 2011 | 2012 | 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table details general and administrative expenses absorbed by the Sponsor and the ARCT III Advisor and paid to the Company or ARCT III during the three and nine months ended September 30, 2013 (amounts in thousands): | General and administrative expenses absorbed | $ | 234 | $ | 20 | $ | - | $ | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees Paid in Connection with the Merger | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Receivable as of | ARCT III entered into an agreement with an affiliate, ARC Advisory Services, LLC, to provide legal support services up to the date that ARCT III entered into the Merger Agreement and until the Merger was consummated for $0.5 million. This amount was fully accrued as of December 31, 2012 and was paid in February 2013 in conjunction with the consummation of the merger. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | ARCT III entered into an agreement with an affiliate, ARC Advisory Services, LLC, to provide support services including legal, accounting, marketing, human resources and information technology, among other services, until the earlier of the Merger closing date or one year for $0.2 million pursuant to this contract. This amount was fully accrued as of December 31, 2012 and was paid in February 2013 in conjunction with the consummation of the merger. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 30-Sep-13 | 31-Dec-12 | ARCT III entered into an agreement with affiliates RCS and ARC Advisory Services, LLC, to provide financial advisory and information agent services related to the proxy solicitation seeking approval of the Merger by ARCT III's stockholders which services are expected to be provided in the fourth and first quarters of 2012 and 2013, respectively. Services to be provided include facilitation of the preparation, distribution and accumulation and tabulation of proxy materials, stockholder, analyst and financial advisor communications and consultation on materials and communications made to the public and regulatory agencies regarding the Merger. ARCT III has agreed to pay $0.6 million pursuant to this contract. As of December 31, 2012, ARCT III has incurred $0.1 million of expenses pursuant to this agreement, which includes amounts for services provided as of that date. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses absorbed | $ | - | $ | - | $ | - | $ | 234 | $ | - | $ | - | The Company entered into an Asset Purchase and Sale Agreement with the Sponsor pursuant to which, concurrently with the closing of the Merger and in connection with the internalization by the Company of certain property level management and accounting activities, the Sponsor sold to the OP certain furniture, fixtures, equipment and other assets used by the Sponsor in connection with managing the property level business and operations and accounting functions of the Company and the OP, and included at the cost of such assets, for an aggregate price of $5.8 million, which includes the reimbursement of certain costs and expenses incurred by the Sponsor in connection with the Merger. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees Paid in Connection with the ARCT III Merger | On February 28, 2013, the OP entered into a Contribution and Exchange Agreement (the "Contribution and Exchange Agreement") with the ARCT III OP and American Realty Capital III Special Limited Partnership, LLC, the holder of the special limited partner interest in the ARCT III OP (the "Special Limited Partner"). The Special Limited Partner was entitled to receive certain distributions from the ARCT III OP, including the subordinated distribution of net sales proceeds resulting from an "investment liquidity event" (as defined in the agreement of limited partnership of the ARCT III OP). The Merger constituted an "investment liquidity event," as a result of which the Special Limited Partner, in connection with management's successful attainment of the 6.0% performance hurdle and the return to ARCT III's stockholders of approximately $557.3 million in addition to their initial investment, was entitled to receive a subordinated distribution of net sales proceeds from the ARCT III OP equal to approximately $98.4 million. Pursuant to the Contribution and Exchange Agreement, the Special Limited Partner contributed its interest in the ARCT III OP, inclusive of the subordinated distribution proceeds received, to the ARCT III OP in exchange for 7.6 million ARCT III OP Units. Upon consummation of the Merger, these ARCT III OP Units were immediately converted to 7.3 million OP Units after application of the Exchange Ratio. In conjunction with the Merger Agreement, the Special Limited Partner agreed to a minimum one year holding period for these OP units before converting them to shares of Company common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ARCT III entered into agreements with affiliates to provide legal and other support services prior to the ARCT III Merger totaling $1.3 million. | Investment by Affiliate | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company entered into an Asset Purchase and Sale Agreement with the Sponsor pursuant to which, concurrently with the closing of the ARCT III Merger and in connection with the internalization by the Company of certain property level management and accounting activities, the Sponsor sold to the OP certain furniture, fixtures, equipment and other assets used by the Sponsor in connection with managing the property level business and operations and accounting functions of the Company and the OP, and included at the cost of such assets, for an aggregate price of $5.8 million, which includes the reimbursement of certain costs and expenses incurred by the Sponsor in connection with the ARCT III Merger. | In connection with the Merger agreement, the Special Limited Partner invested $0.8 million in exchange for 56,797 ARCP OP Units after the effect of the exchange ratio. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
On February 28, 2013, the OP entered into a Contribution and Exchange Agreement (the "Contribution and Exchange Agreement") with the ARCT III OP and American Realty Capital III Special Limited Partnership, LLC, the holder of the special limited partner interest in the ARCT III OP (the "Special Limited Partner"). The Special Limited Partner was entitled to receive certain distributions from the ARCT III OP, including the subordinated distribution of net sales proceeds resulting from an "investment liquidity event" (as defined in the agreement of limited partnership of the ARCT III OP). The ARCT III Merger constituted an "investment liquidity event," as a result of which the Special Limited Partner, in connection with management's successful attainment of the 6.0% performance hurdle and the return to ARCT III's stockholders of approximately $557.3 million in addition to their initial investment, was entitled to receive a subordinated distribution of net sales proceeds from the ARCT III OP equal to approximately $98.4 million. Pursuant to the Contribution and Exchange Agreement, the Special Limited Partner contributed its interest in the ARCT III OP, inclusive of the subordinated distribution proceeds received, to the ARCT III OP in exchange for 7.6 million ARCT III OP Units. Upon consummation of the ARCT III Merger, these ARCT III OP Units were immediately converted to 7.3 million OP Units after application of the ARCT III Exchange Ratio. In conjunction with the ARCT III Merger Agreement, the Special Limited Partner agreed to a minimum one year holding period for these OP units before converting them to shares of Company common stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees paid in connection with the ARCT III Merger were recorded in merger and transaction related in the consolidated statements of operations and comprehensive loss. Additionally, the Company acquired fixed assets with a carryover basis of $1.0 million from the Advisor; the consideration paid to the Advisor in excess of the carryover basis was approximately $3.0 million. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment by Affiliate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In connection with the ARCT III Merger, the Special Limited Partner invested $0.8 million in exchange for 56,797 OP Units after the effect of the ARCT III Exchange Ratio. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Affiliate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company invested $10.0 million in an affiliated real estate fund, American Real Estate Income Fund, which invests primarily in equity securities of other publicly traded REITS. The fair value of the investment at September 30, 2013 was $9.5 million. |
Economic_Dependency
Economic Dependency | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Economic Dependency [Abstract] | ' | ' |
Economic Dependency | ' | ' |
Note 15 - Economic Dependency | Note 15 - Economic Dependency | |
Under various agreements, the Company has engaged or may engage the Manager and its affiliates to provide certain services that are essential to the Company, including asset management services and supervision of the management and leasing of properties owned by the Company, the sale of shares of the Company's common stock, as well as other administrative responsibilities for the Company including information technology, legal services and investor relations. | Under various agreements, the Company has engaged or will engage the Manager and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's common stock, as well as other administrative responsibilities for the Company including accounting services and investor relations. | |
As a result of these relationships, the Company is dependent upon the Manager, the Sponsor and their affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services. As a result of the ARCT III Merger, the Company internalized certain accounting and property acquisition services previously performed by the Manager and its affiliates and has announced that it will internalize executive management and certain other administrative functions after the ARCT IV and Cole Mergers are completed. The Company may from time to time engage the Manager for legal, information technology or other support services for which it will pay a fee. | As a result of these relationships, the Company is dependent upon the Manager, the Sponsor and their affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services. As a result of the Merger with ARCT III, the Company internalized certain accounting and property acquisition services previously performed by the Manager and its affiliates. The Company may from time to time engage the Manager for legal, information technology or other support services for which it will pay market rates. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | ' | ||||||||||||||||||||||||
Net Loss Per Share | ' | ' | ||||||||||||||||||||||||
Note 16 - Net Loss Per Share | Note 16 - Net Loss Per Share | |||||||||||||||||||||||||
The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2013 and 2012 (amounts in thousands, expect for shares and per share data): | The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2012 and 2011. The Company had no income or loss for the period from the Company's date of inception to December 31, 2010 (amounts in thousands, expect for shares and per share data): | |||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||||||
September 30, | 2012 | 2011 | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Net loss from continuing operations attributable to stockholders | $ | (38,700 | ) | $ | (3,883 | ) | ||||||||||||||||
Net loss from continuing operations attributable to stockholders | $ | (59,154 | ) | $ | (12,687 | ) | $ | (248,840 | ) | $ | (24,310 | ) | Less: dividends declared on preferred shares | (368 | ) | - | ||||||||||
Less: dividends declared on preferred shares | (53 | ) | (140 | ) | (368 | ) | (210 | ) | Net loss from continuing operations attributable to common stockholders | (39,068 | ) | (3,883 | ) | |||||||||||||
Net loss from continuing operations attributable to common stockholders | (59,207 | ) | (12,827 | ) | (249,208 | ) | (24,520 | ) | Net loss from discontinued operations attributable to common stockholders | (699 | ) | (816 | ) | |||||||||||||
Net income (loss) from discontinued operations attributable to common stockholders | 91 | (3 | ) | 164 | (478 | ) | Net loss attributable to common stockholders | $ | (39,767 | ) | $ | (4,699 | ) | |||||||||||||
Net loss attributable to common stockholders | $ | (59,116 | ) | $ | (12,830 | ) | $ | (249,044 | ) | $ | (24,998 | ) | Weighted average common shares outstanding | 102,513,974 | 3,720,351 | |||||||||||
Weighted average common shares outstanding(1) | 184,807,219 | 138,323,562 | 166,970,341 | 76,950,157 | Basic and diluted net loss per share from continuing operations attributable to common stockholders | $ | (0.38 | ) | $ | (1.04 | ) | |||||||||||||||
Basic and diluted net loss per share from continuing operations attributable to common stockholders | $ | (0.32 | ) | $ | (0.09 | ) | $ | (1.49 | ) | $ | (0.31 | ) | Basic and diluted net loss per share from discontinued operations attributable to common stockholders | $ | (0.01 | ) | $ | (0.22 | ) | |||||||
Basic and diluted net loss per share from discontinued operations attributable to common stockholders | $ | - | $ | - | $ | - | $ | (0.01 | ) | Basic and diluted net loss per share attributable to common stockholders | $ | (0.39 | ) | $ | (1.26 | ) | ||||||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.32 | ) | $ | (0.09 | ) | $ | (1.49 | ) | $ | (0.32 | ) | As of December 31, 2012, the Company had 1,621,349 OP Units outstanding, which are convertible to an equal number of shares of the Company's common stock, 214,333 shares of unvested restricted stock outstanding, 137,771 Class B units outstanding, 545,454 shares of the Company's Series A preferred convertible stock outstanding and 283,018 shares of the Company's Series B preferred convertible stock outstanding, which were excluded from the calculation of diluted loss per share as the effect would have been antidilutive. | |||||||||||||
-1 | Weighted average shares for the nine months ended September 30, 2013 are adjusted on a pro forma basis as if the purchase of 27.7 million shares of ARCT III common stock for cash, purchased in conjunction with the ARCT III Merger, had been completed at the beginning of the period. Weighted average shares for the nine months ended September 30, 2013, excluding this pro forma adjustment, were 172,798,170 and net loss per share was $1.44 per share, basic and diluted. | |||||||||||||||||||||||||
As of September 30, 2013, the Company excluded 9,051,661 OP Units outstanding, which are convertible to an equal number of shares of the Company's common stock, 643,000 shares of unvested restricted stock outstanding, 28,398,213 shares of the Company's Series C Convertible Preferred Stock outstanding, and 18,539,550 of potentially dilutive shares of common stock attributable to the Convertible Senior Notes calculated based on the principle outstanding as of September 30, 2013 from the calculation of diluted net loss per share as the effect would have been antidilutive. |
Discontinued_Operations_and_Pr
Discontinued Operations and Properties Held for Sale | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' |
Discontinued Operations and Properties Held for Sale | ' | ' |
Note 17 - Discontinued Operations and Properties Held for Sale | Note 17 - Discontinued Operations and Properties Held for Sale | |
The Company separately classifies properties held for sale in the accompanying consolidated balance sheets and operating results for those properties as discontinued operations in the accompanying consolidated statements of operations and comprehensive loss. In the normal course of business, changes in the market or changes in credit risk of certain tenants, among other factors, may compel the Company to decide to classify a property as held for sale or reclassify a property that is designated as held for sale back to held for investment. In these situations, the property is transferred to held for sale or back to held for investment at the lesser of fair value or depreciated cost. As of September 30, 2013 and December 31, 2012, the Company held two properties (one vacant and one occupied) and one vacant property, respectively, classified as held for sale on the accompanying respective consolidated balance sheets. The occupied property classified as held for sale generated approximately $0.4 million of cash flow from rental income for the nine months ended September 30, 2013. | The Company separately classifies properties held for sale in the accompanying consolidated balance sheets and operating results for those properties as discontinued operations in the accompanying consolidated statements of operations and comprehensive loss. In the normal course of business, changes in the market may compel the Company to decide to classify a property as held for sale or reclassify a property that is designated as held for sale back to held for investment. In these situations, the property is transferred to held for sale or back to held for investment at the lesser of fair value or depreciated cost. As of December 31, 2012 and 2011, the Company held one and two vacant properties, respectively, which were classified as held for sale on the accompanying respective consolidated balance sheets. | |
Disposition of Asset Held for Sale | On July 1, 2012, the Company sold one of the vacant properties, which was located in Havertown, PA, for net proceeds of $0.6 million and recorded a loss on held for sale properties of $0.5 million. Additionally, in 2012, the Company recorded an impairment on assets held for sale of $0.1 million on its remaining property classified as held for sale. | |
On March 5, 2013, the Company executed a purchase and sale agreement to sell a Citizens Bank branch in Worth, IL classified as held for sale as of September 30, 2013. The sale price of the asset is $0.7 million in cash, which approximates the carrying value of the property. | ||
On July 17, 2013, the Company executed a letter of intent to sell a Shaw's Supermarket in Plymouth, MA classified as held for sale as of September 30, 2013. The sale price of the asset is $6.3 million in cash, which is approximately $0.9 million greater than the carrying value of the property. |
Quarterly_Results_Unaudited
Quarterly Results (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Financial Information [Text Block] | ' | ||||||||||||||||
Note 18 - Quarterly Results (Unaudited) | |||||||||||||||||
Presented below is a summary of the unaudited quarterly financial information for the Company for the years ended December 31, 2012 and 2011 (amounts in thousands, except share and per share amounts): | |||||||||||||||||
Quarters Ended | |||||||||||||||||
March 31, | June 30, | 30-Sep-12 | 31-Dec-12 | ||||||||||||||
2012 | 2012 | ||||||||||||||||
Revenues | $ | 6,240 | $ | 11,534 | $ | 18,944 | $ | 30,075 | |||||||||
Net loss from continuing operations attributable to stockholders | $ | (4,706 | ) | $ | (6,993 | ) | $ | (12,650 | ) | $ | (14,351 | ) | |||||
Less: dividends declared on preferred | $ | - | $ | (70 | ) | $ | (140 | ) | $ | (158 | ) | ||||||
shares | |||||||||||||||||
Net loss from continuing operations attributable to common stockholders | $ | (4,706 | ) | $ | (7,063 | ) | $ | (12,790 | ) | $ | (14,509 | ) | |||||
Net loss from discontinued operations attributable to stockholders | $ | (322 | ) | $ | (77 | ) | $ | (41 | ) | $ | (259 | ) | |||||
Net loss attributable to common stockholders, net of dividends on preferred shares | $ | (5,028 | ) | $ | (7,140 | ) | $ | (12,831 | ) | $ | (14,768 | ) | |||||
Weighted average shares outstanding | 23,609,509 | 68,312,582 | 138,323,562 | 178,480,894 | |||||||||||||
Basic and diluted loss per share from continuing operations attributable to common stockholders | $ | (0.20 | ) | $ | (0.10 | ) | $ | (0.09 | ) | $ | (0.08 | ) | |||||
Basic and diluted loss per share attributable to common stockholders | $ | (0.21 | ) | $ | (0.10 | ) | $ | (0.09 | ) | $ | (0.08 | ) | |||||
Quarters Ended | |||||||||||||||||
March 31, | June 30, | 30-Sep-11 | 31-Dec-11 | ||||||||||||||
2011 | 2011 | ||||||||||||||||
Revenues | $ | - | $ | - | $ | 584 | $ | 3,331 | |||||||||
Net loss from continuing operations attributable to common stockholders | $ | (32 | ) | $ | (82 | ) | $ | (1,122 | ) | $ | (2,647 | ) | |||||
Net loss from discontinued operations attributable to stockholders | $ | - | $ | - | $ | (8 | ) | $ | (808 | ) | |||||||
Net loss attributable to common stockholders | $ | (32 | ) | $ | (82 | ) | $ | (1,130 | ) | $ | (3,455 | ) | |||||
Weighted average shares outstanding | 20,000 | 20,000 | 2,166,783 | 12,553,958 | |||||||||||||
Basic and diluted loss per share from continuing operations attributable to stockholders | $ | (1.60 | ) | $ | (4.10 | ) | $ | (0.52 | ) | $ | (0.28 | ) | |||||
Basic and diluted loss per share attributable to stockholders | $ | (1.60 | ) | $ | (4.10 | ) | $ | (0.52 | ) | $ | (0.22 | ) |
Subsequent_Events
Subsequent Events | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Subsequent Events [Abstract] | ' | ' | ||||||||||||||||||||||||
Subsequent Events | ' | ' | ||||||||||||||||||||||||
Note 18 - Subsequent Events | Note 19 - Subsequent Events | |||||||||||||||||||||||||
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the following: | The Company has evaluated subsequent events through the filing of this Current Report on Form 8-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the following: | |||||||||||||||||||||||||
Commitment for Senior Secured Term Loan Facility | Public Equity Offering | |||||||||||||||||||||||||
On October 22, 2013, Barclays Bank PLC provided its commitment to the Company for a $2.175 billion senior secured term loan facility. The proceeds will be used (a) to fund the cash component of the consideration for the Cole Merger, (b) to refinance Cole's existing credit facilities and (c) to pay transaction costs. All amounts outstanding under the facility will bear interest, at the Company's option, at a rate per annum equal to a base rate plus 2.00% per annum or the reserve adjusted Eurodollar Rate plus 3.00% per annum. The facility will be available for drawings on or before April 22, 2014 subject to the Company's shareholder approval. | On January 24, 2013, the Company priced an underwritten public follow-on offering of 1,800,000 shares of its common stock, par value $0.01 per share. The offering price to the public in the offering was $13.47 per share (before underwriting discounts and commissions). The underwriters fully exercised their option to purchase an additional 270,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering closed on January 29, 2013 for a total of 2,070,000 shares of common stock. As a result, the Company received total net proceeds of approximately $26.5 million, after deducting underwriting discounts, commissions and related expenses. | |||||||||||||||||||||||||
Completion of Acquisition of Assets | ATM Program | |||||||||||||||||||||||||
The following table presents certain information about the properties that the Company acquired from October 1, 2013 to November 6, 2013 (dollar amounts in thousands): | In January 2013, the Company commenced its "at the market" equity offering ("ATM") program in which it may from time to time offer and sell shares of its common stock having an aggregate offering proceeds of up to $60.0 million. The shares will be issued pursuant to the Company's $500.0 million universal shelf registration statement. As of April 30, 2013, the Company had issued 553,000 shares at a weighted average price per share of $16.02 for net proceeds of $8.9 million. As of April 30, 2013, $51.1 million of shares of common stock remained available for issuance under the ATM program. | |||||||||||||||||||||||||
Investments Securities | ||||||||||||||||||||||||||
No. of Buildings | Square | Base Purchase Price(1) | During February 2013, ARCT III sold all of its investment securities for $44.2 million. | |||||||||||||||||||||||
Feet | Related Party Common Stock Ownership | |||||||||||||||||||||||||
Total Portfolio - September 30, 2013(2) | 1,219 | 20,399,857 | $ | 3,033,684 | On March 4, 2013, certain affiliates of the Company purchased 100,000 shares of the Company's common stock. | |||||||||||||||||||||
Acquisitions | 109 | 13,624,593 | 2,126,441 | Completion of Acquisition of Assets | ||||||||||||||||||||||
Total portfolio - November 6, 2013(2) | 1,328 | 34,024,450 | $ | 5,160,125 | The following table presents certain information about the properties that the Company acquired from January 1, 2013 to May 7, 2013 (dollar amounts in thousands): | |||||||||||||||||||||
-1 | Contract purchase price, excluding acquisition and transaction related costs. | |||||||||||||||||||||||||
-2 | Total portfolio excludes one vacant property contributed in September 2011, which was classified as held for sale at September 30, 2013. | No. of Buildings | Square | Base Purchase Price(1) | ||||||||||||||||||||||
Feet | ||||||||||||||||||||||||||
Total Portfolio - December 31, 2012(2) | 653 | 15,421,465 | $ | 1,798,436 | ||||||||||||||||||||||
Acquisitions | 68 | 1,533,558 | 313,687 | |||||||||||||||||||||||
Total portfolio - May 7, 2013(2) | 721 | 16,955,023 | $ | 2,112,123 | ||||||||||||||||||||||
-1 | Contract purchase price, excluding acquisition and transaction related costs. | |||||||||||||||||||||||||
-2 | Total portfolio excludes one vacant property contributed in September 2011 which was classified as held for sale at December 31, 2012. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||||||||||||||
Basis of Accounting | ' | ' | ||||||||||||||||||||||||
Basis of Accounting | ||||||||||||||||||||||||||
The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with U.S. GAAP. | ||||||||||||||||||||||||||
Non-Controlling Interests | ' | ' | ||||||||||||||||||||||||
Non-Controlling Interests | ||||||||||||||||||||||||||
As described in Note 1 - Organization, certain affiliates and non-affiliated third parties have been issued OP Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest is reflected as equity in the consolidated balance sheets. In addition, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Furthermore, upon conversion of OP Units to common stock, any difference between the fair value of common shares gives and the carrying value of the OP Units converted is recorded as a component of equity. As of September 30, 2013 and December 31, 2012, there were 9,051,661 and 1,621,349 OP Units outstanding, respectively. | ||||||||||||||||||||||||||
Reclassification | ' | ' | ||||||||||||||||||||||||
Reclassification | Reclassification | |||||||||||||||||||||||||
Certain reclassifications have been made to the previously issued historical financial statements of the Company to conform to this presentation. | Certain reclassifications have been made to the previously issued historical consolidated financial statements of the Company and ARCT III to conform to this consolidated presentation. | |||||||||||||||||||||||||
Deferred Costs, Net | ' | ' | ||||||||||||||||||||||||
Deferred Costs, Net | ||||||||||||||||||||||||||
Deferred costs, net consists of deferred financing costs net of accumulated amortization, deferred leasing costs net of accumulated amortization and deferred offering costs. | ||||||||||||||||||||||||||
Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined the financing will not close. At December 31, 2012 and 2011, the Company had $15.1 million and $3.1 million, respectively, of deferred financing costs net of accumulated amortization. | ||||||||||||||||||||||||||
Deferred leasing costs, consisting primarily of lease commissions and payments made to assume existing leases, are deferred and amortized over the term of the lease. At December 31, 2012 and 2011, the Company had $0.2 million and $0.3 million, respectively, of deferred leasing costs, net of accumulated amortization. | ||||||||||||||||||||||||||
Deferred offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with registering to sell shares of the Company's common stock. As of December 31, 2012, the Company had $0.1 million of deferred offering costs related to the Company's $500.0 million universal shelf and resale registration statements filed with the SEC in August 2012. As of December 31, 2011, the Company had no deferred offering costs. | ||||||||||||||||||||||||||
Use of Estimates | ' | ' | ||||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, to record investments in real estate, real estate taxes, and derivative financial instruments and hedging activities, as applicable. | ||||||||||||||||||||||||||
Principles of Consolidation and Basis of Presentation | ' | ' | ||||||||||||||||||||||||
Principles of Consolidation and Basis of Presentation | ||||||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | ||||||||||||||||||||||||||
Formation Transactions | ' | ' | ||||||||||||||||||||||||
Formation Transactions | ||||||||||||||||||||||||||
Upon the effectiveness of the IPO, the Company acquired certain properties from affiliated entities of the Company and, as such, the Company was no longer considered to be in the development stage. The contribution of the properties from affiliates in the initial formation of the Company was accounted for as a reorganization of entities under common control and therefore all assets and liabilities related to the contributed properties were accounted for on the carryover basis of accounting whereby the real estate investments were contributed at amortized cost and all assets and liabilities of the predecessor entities became assets and liabilities of the Company. | ||||||||||||||||||||||||||
Real Estate Investments | ' | ' | ||||||||||||||||||||||||
Real Estate Investments | ||||||||||||||||||||||||||
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for acquired intangible lease assets. | ||||||||||||||||||||||||||
Investment in Direct Financing Leases | ' | ' | ||||||||||||||||||||||||
Investment in Direct Financing Leases | ||||||||||||||||||||||||||
The Company has acquired certain properties that are subject to leases that qualify as direct financing leases in accordance with U.S. GAAP due to the significance of the lease payments from the inception of the leases compared to the fair value of the property. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow based on interest rates that would represent the Company's incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease. | ||||||||||||||||||||||||||
As part of the update to the provisional allocation of the purchase price for the GE Capital portfolio, the Company reclassified approximately $9.9 million from investment in direct financing leases receivables to investments in real estate, at cost. | ||||||||||||||||||||||||||
Impairment of Long Lived Assets | ' | ' | ||||||||||||||||||||||||
Impairment of Long Lived Assets | ||||||||||||||||||||||||||
Operations related to properties that have been sold or properties that are intended to be sold are presented as discontinued operations in the statement of operations for all periods presented, and properties intended to be sold are designated as "held for sale" on the accompanying consolidated balance sheets. | ||||||||||||||||||||||||||
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. | ||||||||||||||||||||||||||
For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. At December 31, 2012, and 2011, the Company had one and two, respectively, vacant properties classified as properties held for sale. See Note 17 - Discontinued Operations and Properties Held for Sale. | ||||||||||||||||||||||||||
Convertible Obligation to Series C Convertible Preferred Stockholders | ' | ' | ||||||||||||||||||||||||
Convertible Obligation to Series C Convertible Preferred Stockholders | ||||||||||||||||||||||||||
On June 7, 2013, the Company issued, through a private placement, 28.4 million shares of Series C Convertible Preferred Stock (the "Series C Stock") for gross proceeds of $445.0 million. Due to an unconditional obligation to either redeem or convert the Series C Stock into a variable number of shares of common stock that is predominantly based on a fixed monetary amount, the preferred securities are classified as an obligation under U.S. GAAP and are presented in the consolidated balance sheet as a liability. In September 2013, the Company entered into an agreement with the investors in the Series C Stock whereby, promptly following the closing of the CapLease Merger, the Series C Stock will be converted, in accordance with the terms of the original agreement, into 1.4 million shares of common stock representing an estimated $18.3 million of value, with the remaining balance of Series C Stock settled in cash. Total consideration to be paid in cash is estimated to be $435.6 million. The conversion and redemption of Series C Stock is expected to close promptly following the Company's merger with CapLease, which, as discussed in Note 2 - Mergers and Acquisitions, consummated on November 5, 2013. Certain holders of the Series C Stock have agreed to reinvest their cash proceeds into a new Series D Cumulative Convertible Preferred stock ("Series D Stock") representing $249.6 million or 18.8 million shares. The remaining Series C stock holders have agreed to reinvest their cash proceeds from the redemption of the Series C Stock into common stock representing $186.0 million or 15.1 million shares. The convertible obligation to Series C convertible preferred stockholders is recorded at fair value at September 30, 2013, which approximates the estimated settlement value. The preferred shares liability will be carried at fair value and adjusted on a quarterly basis. | ||||||||||||||||||||||||||
Allocation of Purchase Price of Acquired Assets | ' | ' | ||||||||||||||||||||||||
Allocation of Purchase Price of Acquired Assets | ||||||||||||||||||||||||||
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, buildings, equipment and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships. | ||||||||||||||||||||||||||
Amounts allocated to land, buildings, equipment and fixtures are based on cost segregation studies performed by independent third-parties or on the Company's analysis of comparable properties in its portfolio. Depreciation is computed using the straight-line method over the estimated lives of forty years for buildings, five to ten years for building equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements. | ||||||||||||||||||||||||||
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. | ||||||||||||||||||||||||||
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values will be amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. | ||||||||||||||||||||||||||
The aggregate value of intangibles assets related to customer relationships is measured based on the Company's evaluation of the specific characteristics of each tenant's lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of the Company's existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals, among other factors. | ||||||||||||||||||||||||||
The value of in-place leases is amortized to expense over the initial term of the respective leases, which range primarily from 2 to 20 years. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. | ||||||||||||||||||||||||||
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. | ||||||||||||||||||||||||||
Intangible lease assets of the Company consist of the following as of December 31, 2012 and 2011 (amounts in thousands): | ||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||||
In-place leases, gross | $ | 210,959 | $ | 21,777 | ||||||||||||||||||||||
Accumulated amortization on in-place leases | (11,183 | ) | (3,282 | ) | ||||||||||||||||||||||
In-place leases, net of accumulated amortization | 199,776 | 18,495 | ||||||||||||||||||||||||
Above market leases, gross | 1,264 | - | ||||||||||||||||||||||||
Accumulated amortization on above market leases | (116 | ) | - | |||||||||||||||||||||||
Above market leases, net of accumulated amortization | 1,148 | - | ||||||||||||||||||||||||
Total intangible lease assets, net | $ | 200,924 | $ | 18,495 | ||||||||||||||||||||||
The following table provides the weighted-average amortization period as of December 31, 2012 for intangible lease assets and the projected amortization expense and adjustments of rental income for the next five years of the Company (amounts in thousands): | ||||||||||||||||||||||||||
Weighted- | 2013 | 2014 | 2015 | 2016 | 2017 | |||||||||||||||||||||
Average Amortization Period in Years | ||||||||||||||||||||||||||
In-place leases: | ||||||||||||||||||||||||||
Total to be included in amortization expense | 11.9 | $ | 19,265 | $ | 19,234 | $ | 18,855 | $ | 18,586 | $ | 18,049 | |||||||||||||||
Above market leases: | ||||||||||||||||||||||||||
Total to be included in rental income | 5 | $ | 252 | $ | 252 | $ | 252 | $ | 252 | $ | 122 | |||||||||||||||
Total intangible lease assets | 11.9 | |||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ' | ||||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||||||
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. | ||||||||||||||||||||||||||
The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. At December 31, 2012 and 2011, the Company had deposits of $156.9 million and $19.3 million, respectively, of which $154.8 million and $18.5 million were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result. | ||||||||||||||||||||||||||
Restricted Cash | ' | ' | ||||||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||||||||
Restricted cash primarily consists of reserves related to lease expirations as well as maintenance, structural, and debt service reserves. | ||||||||||||||||||||||||||
Contingent Valuation Rights | ' | ' | ||||||||||||||||||||||||
Contingent Valuation Rights | ||||||||||||||||||||||||||
On June 7, 2013, the Company issued to certain common stock investors 29.4 million contingent value rights ("Common Stock CVR's") and to the Series C Convertible Preferred Stock investors 28.4 million contingent value rights ("Preferred Stock CVR's"). In September 2013, certain investors holding the Common Stock CVR's received $20.4 million representing the maximum payment of $1.50 per share as defined in the agreement. The remaining Common Stock CVR holders have deferred settlement of the amount owed to them of $23.7 million and will reinvest those proceeds in Series D Stock, which reinvestment is expected to occur, as discussed above, promptly following the CapLease Merger, which consummated on November 5, 2013. | ||||||||||||||||||||||||||
In accordance with an agreement with the Preferred Stock CVR holders dated September 15, 2013, the Preferred Stock CVR's will be settled for $0.90 per Preferred CVR or a total of $25.6 million. | ||||||||||||||||||||||||||
The holders of certain of the Preferred Stock CVR's have agreed to reinvest their payment into Series D Stock representing $14.6 million or 1.1 million shares with the remaining $11.0 million paid in cash. The settlement of the Preferred Stock CVR will occur promptly following the CapLease Merger, which consummated on November 5, 2013. | ||||||||||||||||||||||||||
Changes in the fair value of the contingent valuation rights obligation is recorded in the consolidated statement of operations and comprehensive loss as an unrealized gain or loss in the period incurred. | ||||||||||||||||||||||||||
Share Repurchase Program | ' | ' | ||||||||||||||||||||||||
Share Repurchase Program | ||||||||||||||||||||||||||
ARCT III's board of directors had adopted a Share Repurchase Program ("SRP") that enabled stockholders to sell their shares to ARCT III in limited circumstances. The SRP permitted investors to sell their shares back to ARCT III after they had held them for at least one year, subject to the significant conditions and limitations described below. | ||||||||||||||||||||||||||
The purchase price per share depended on the length of time investors had held such shares as follows: after one year from the purchase date - the lower of $9.25 or 92.5% of the amount they actually paid for each share; after two years from the purchase date - the lower of $9.50 or 95.0% of the amount they actually paid for each share; after three years from the purchase date - the lower of $9.75 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date - the lower of $10.00 or 100% of the amount they actually paid for each share. | ||||||||||||||||||||||||||
ARCT III was only authorized to repurchase shares pursuant to the SRP up to the value of shares issued under the DRIP and limited the amount spent to repurchase shares in a given quarter to the value of the shares issued under the DRIP in that same quarter. | ||||||||||||||||||||||||||
When a stockholder requested repurchases and the repurchases were approved by ARCT III's board of directors, it reclassified such obligation from equity to a liability based on the settlement value of the obligation. The following table reflects the number of shares repurchased for the years ended December 31, 2012 and 2011. There were no repurchases requested or fulfilled during the period from October 15, 2010 ("ARCT III's date of inception") to December 31, 2010. | ||||||||||||||||||||||||||
Year ended December 31, | Number of Requests | Number of Shares | Average Price per Share | |||||||||||||||||||||||
2011 | 1 | 2,375 | $ | 10 | ||||||||||||||||||||||
2012 | 73 | 179,104 | 9.93 | |||||||||||||||||||||||
Cumulative repurchase requests as of December 31, 2012(1) | 74 | 181,479 | $ | 9.93 | ||||||||||||||||||||||
-1 | Includes unfulfilled repurchase requests for 35,180 shares at a average price per share of $9.86, which were approved for repurchase as of December 31, 2012. | |||||||||||||||||||||||||
Upon the Merger the SRP was terminated. | ||||||||||||||||||||||||||
Distribution Reinvestment Plan | ' | ' | ||||||||||||||||||||||||
Distribution Reinvestment Plan | ||||||||||||||||||||||||||
Pursuant to the ARCT III distribution reinvestment plan or ("DRIP"), stockholders could have elected to reinvest distributions by purchasing shares of ARCT III common stock in lieu of receiving cash. No dealer manager fees or selling commissions were paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP had the same rights and were treated in the same manner as if such shares were issued pursuant to ARCT III's initial public offering (the "ARCT III IPO"). Shares issued under the DRIP were recorded within stockholders' equity in the accompanying consolidated balance sheets in the period distributions were declared. During the years ended December 31, 2012 and 2011, ARCT III issued 2.7 million and 27,169 shares of common stock, respectively, with a value of $26.8 million and $0.3 million, respectively, in each case with a par value per share of $0.01, pursuant to the DRIP. Upon the Merger, the DRIP was terminated. | ||||||||||||||||||||||||||
Derivative Instruments | ' | ' | ||||||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||||||||
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. | ||||||||||||||||||||||||||
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. | ||||||||||||||||||||||||||
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. | ||||||||||||||||||||||||||
Contingent Rental Income/Revenue Recognition | ' | ' | ||||||||||||||||||||||||
Contingent Rental Income | Revenue Recognition | |||||||||||||||||||||||||
The Company owns certain properties that have associated leases that require the tenant to pay contingent rental income based on a percentage of the tenant's sales after the achievement of certain sales thresholds, which may be monthly, quarterly or annual targets. As a lessor, the Company defers the recognition of contingent rental income until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. | Upon the acquisition of real estate, certain properties will have leases where minimum rent payments increase during the term of the lease. The Company will record rental revenue for the full term of each lease on a straight-line basis. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. Cost recoveries from tenants are included in tenant reimbursement income in the period the related costs are incurred, as applicable. | |||||||||||||||||||||||||
The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. | ||||||||||||||||||||||||||
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the consolidated statements of operations and comprehensive loss. As of December 31, 2012 and 2011, the Company determined that there was no allowance for uncollectible accounts necessary. | ||||||||||||||||||||||||||
Offering and Related Costs | ' | ' | ||||||||||||||||||||||||
Offering and Related Costs | ||||||||||||||||||||||||||
Offering and related costs include costs incurred in connection with the Company's issuance of common stock. These costs include, but are not limited to, (i) legal, accounting, printing, mailing and filing fees; (ii) escrow related fees, and (iii) reimbursement to the Dealer Manager for amounts they paid to reimburse the bonified due diligence expenses of broker-dealers. | ||||||||||||||||||||||||||
Share-Based Compensation | ' | ' | ||||||||||||||||||||||||
Share-Based Compensation | ||||||||||||||||||||||||||
The Company has a stock-based incentive award plan for its affiliated Manager, non-executive directors, officers, other employees and independent contractors who are providing services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under the guidance for share-based payments. The expense for such awards is included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met. See Note 12 - Share-Based Compensation for additional information on these plans. | ||||||||||||||||||||||||||
Income Taxes | ' | ' | ||||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||||||
Each of the Company and ARCT III qualified as REITs under Sections 856 through 860 of the Internal Revenue Code (the "Code") commencing with the taxable year ended December 31, 2011. Being qualified for taxation as a REIT, each of the Company and ARCT III generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, and so long as it distributes at least 90% of its REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Each of the Company and ARCT III may still be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. | ||||||||||||||||||||||||||
Reportable Segments | ' | ' | ||||||||||||||||||||||||
Reportable Segments | ||||||||||||||||||||||||||
The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company's investments in real estate generate rental revenue and other income through the leasing of properties, which comprised 100% of its total consolidated revenues. Although the Company's investments in real estate will be geographically diversified throughout the United States, management evaluates operating performance on an individual property level. The Company's properties have been aggregated into one reportable segment. | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | ' | ' | ||||||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||||||||||||||
In December 2011, the Financial Accounting Standards Board ("FASB") issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Refer to Note 6 - Derivatives and Hedging Activities for the Company's disclosure of information about offsetting and related arrangements. | In May 2011, the Financial Accounting Standards Board (the "FASB") issued guidance that expands the existing disclosure requirements for fair value measurements, primarily for Level 3 measurements, which are measurements based on unobservable inputs such as the Company's own data. This guidance is largely consistent with current fair value measurement principles with few exceptions that do not result in a change in general practice. The guidance was applied prospectively and was effective for interim and annual reporting periods ending after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's financial position or results of operations as the guidance relates only to disclosure requirements. | |||||||||||||||||||||||||
In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | In June 2011, the FASB issued guidance requiring entities to present items of net income and other comprehensive income either in one continuous statement - referred to as the statement of comprehensive income - or in two separate, but consecutive, statements of net income and other comprehensive income. The new guidance does not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. In December 2011, the FASB deferred certain provisions of this guidance related to the presentation of certain reclassification adjustments out of accumulated other comprehensive income, by component in both the statement and the statement where the reclassification is presented. This guidance was applied prospectively and was effective for interim and annual reporting periods ended after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's financial position or results of operations but changed the location of the presentation of other comprehensive income to more closely associate the disclosure with net income. | |||||||||||||||||||||||||
In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Refer to Note 6 - Derivatives and Hedging Activities for the Company's disclosure of the information about the amounts reclassified out of accumulated other comprehensive income by component. | In September 2011, the FASB issued guidance that allows entities to perform a qualitative analysis as the first step in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then a quantitative analysis for impairment is not required. The guidance was effective for interim and annual impairment tests for fiscal periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company's financial position or results of operations. | |||||||||||||||||||||||||
In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows. | In December 2011, the FASB issued guidance which contains new disclosure requirements regarding the nature of and entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. The new disclosures are designed to make financial statements prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards and will give the financial statement users information about both gross and net exposures. The guidance is effective for interim and annual reporting periods beginning on or after January 1, 2013. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations. | |||||||||||||||||||||||||
In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments will allow an entity first to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity will no longer be required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows. | ||||||||||||||||||||||||||
In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance is effective for annual and interim periods beginning after December 15, 2012 with early adoption permitted. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | ||||||||||||||||||||||||||
In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Organization_Tables
Organization (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Schedule of Assets and Liabilities of Contributed Companies, at carryover basis [Table Text Block] | ' | ||||
Because the contribution was from an affiliate of the Sponsor and deemed to be a transaction between entities under common control, the assets and liabilities were recorded by the Company at the Contributor's carrying amount, or book value, at the time of the contribution. The assets and liabilities of the Contributed Companies are summarized as follows (amounts in thousands): | |||||
Assets and liabilities of Contributed Companies, at carryover basis: | |||||
Real estate investments, net of accumulated depreciation and amortization of $13,453 | $ | 108,759 | |||
Other assets | 2,402 | ||||
Notes payable(1) | (30,626 | ) | |||
Mortgage notes payable(2) | (96,472 | ) | |||
Other liabilities | (834 | ) | |||
Net assets (liabilities) of Contributed Companies | $ | (16,771 | ) | ||
-1 | Notes payable were repaid from the proceeds of the Company's IPO concurrently with closing. | ||||
-2 | $82.6 million of mortgage notes payable were refinanced with a new $51.5 million revolving credit facility and the remaining balance was repaid from the proceeds of the Company's IPO concurrently with closing of the IPO. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | ||||||||||||||||||||||||
Intangible lease assets of the Company consist of the following as of December 31, 2012 and 2011 (amounts in thousands): | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||
In-place leases, gross | $ | 210,959 | $ | 21,777 | |||||||||||||||||||||
Accumulated amortization on in-place leases | (11,183 | ) | (3,282 | ) | |||||||||||||||||||||
In-place leases, net of accumulated amortization | 199,776 | 18,495 | |||||||||||||||||||||||
Above market leases, gross | 1,264 | - | |||||||||||||||||||||||
Accumulated amortization on above market leases | (116 | ) | - | ||||||||||||||||||||||
Above market leases, net of accumulated amortization | 1,148 | - | |||||||||||||||||||||||
Total intangible lease assets, net | $ | 200,924 | $ | 18,495 | |||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||||||||||
The following table provides the weighted-average amortization period as of December 31, 2012 for intangible lease assets and the projected amortization expense and adjustments of rental income for the next five years of the Company (amounts in thousands): | |||||||||||||||||||||||||
Weighted- | 2013 | 2014 | 2015 | 2016 | 2017 | ||||||||||||||||||||
Average Amortization Period in Years | |||||||||||||||||||||||||
In-place leases: | |||||||||||||||||||||||||
Total to be included in amortization expense | 11.9 | $ | 19,265 | $ | 19,234 | $ | 18,855 | $ | 18,586 | $ | 18,049 | ||||||||||||||
Above market leases: | |||||||||||||||||||||||||
Total to be included in rental income | 5 | $ | 252 | $ | 252 | $ | 252 | $ | 252 | $ | 122 | ||||||||||||||
Total intangible lease assets | 11.9 | ||||||||||||||||||||||||
Schedule of Share Repurchase Program | ' | ||||||||||||||||||||||||
When a stockholder requested repurchases and the repurchases were approved by ARCT III's board of directors, it reclassified such obligation from equity to a liability based on the settlement value of the obligation. The following table reflects the number of shares repurchased for the years ended December 31, 2012 and 2011. There were no repurchases requested or fulfilled during the period from October 15, 2010 ("ARCT III's date of inception") to December 31, 2010. | |||||||||||||||||||||||||
Year ended December 31, | Number of Requests | Number of Shares | Average Price per Share | ||||||||||||||||||||||
2011 | 1 | 2,375 | $ | 10 | |||||||||||||||||||||
2012 | 73 | 179,104 | 9.93 | ||||||||||||||||||||||
Cumulative repurchase requests as of December 31, 2012(1) | 74 | 181,479 | $ | 9.93 | |||||||||||||||||||||
-1 | Includes unfulfilled repurchase requests for 35,180 shares at a average price per share of $9.86, which were approved for repurchase as of December 31, 2012. |
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||
Real Estate [Abstract] | ' | ' | ||||||||||||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | ' | ' | ||||||||||||||||||||||||||||
The following table presents the allocation of the assets acquired during the periods presented (dollar amounts in thousands): | The following table presents the allocation of the assets acquired and liabilities of the Company assumed during the periods presented (dollar amounts in thousands): | |||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Year Ended December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | 2013(1) | 2012 | 2012 | 2011 | |||||||||||||||||||||||||
Real estate investments, at cost: | Real estate investments, at cost: | |||||||||||||||||||||||||||||
Land | $ | 13,620 | $ | 62,171 | $ | 273,047 | $ | 146,439 | Land | $ | 223,917 | $ | 25,624 | |||||||||||||||||
Buildings, fixtures and improvements | 71,046 | 334,566 | 787,192 | 707,499 | Buildings, fixtures and improvements | 1,174,747 | 161,925 | |||||||||||||||||||||||
Total tangible assets | 84,666 | 396,737 | 1,060,239 | 853,938 | Total tangible assets | 1,398,664 | 187,549 | |||||||||||||||||||||||
Acquired intangibles: | Acquired intangibles: | |||||||||||||||||||||||||||||
In-place leases | 10,014 | 56,622 | 117,458 | 117,797 | In-place leases | 189,182 | 21,777 | |||||||||||||||||||||||
Below market leases | (4,200 | ) | - | (4,200 | ) | - | Above market leases | 1,264 | - | |||||||||||||||||||||
Total assets acquired, net | 90,480 | 453,359 | 1,173,497 | 971,735 | Total real estate investments acquired | 1,589,110 | 209,326 | |||||||||||||||||||||||
OP Units issued to acquire real estate investments | - | - | - | (6,352 | ) | OP Units issued to acquire real estate investments | (6,352 | ) | - | |||||||||||||||||||||
Cash paid for acquired real estate investments | $ | 90,480 | $ | 453,359 | $ | 1,173,497 | $ | 965,383 | Cash paid to acquire real estate investments(1) | $ | 1,582,758 | $ | 209,326 | |||||||||||||||||
Number of properties acquired | 38 | 207 | 528 | 377 | Number of properties acquired | 524 | 129 | |||||||||||||||||||||||
-1 | Excludes 38 properties comprised of $57.4 million of net investments subject to direct financing leases. | -1 | For the year ended December 31, 2011, the amount includes the properties that were contributed in September 2011 in conjunction with the completion of the Company's IPO by the Contributor at amortized cost as well as $17.5 million of properties acquired by the Company following its IPO. | |||||||||||||||||||||||||||
The Company owns and operates commercial properties. As of December 31, 2012, the Company owned 654 properties, one of which was vacant and classified as held for sale. As of December 31, 2011, the Company owned 131 properties, two of which were vacant and classified as held for sale. The Contributor, an affiliate of the Sponsor, contributed 63 properties (the "Contributed Properties") in September 2011 in conjunction with the completion of the IPO at amortized cost. | ||||||||||||||||||||||||||||||
The following table reflects the number and related purchase prices of properties acquired during the years ended December 31, 2012 and 2011 of the Company (dollar amounts in thousands): | ||||||||||||||||||||||||||||||
Number of Properties | Base Purchase Price | |||||||||||||||||||||||||||||
Year ended December 31, 2011 | 129 | $ | 209,326 | |||||||||||||||||||||||||||
Year ended December 31, 2012(1) | 524 | 1,589,110 | ||||||||||||||||||||||||||||
Total portfolio as of December 31, 2012 | 653 | $ | 1,798,436 | |||||||||||||||||||||||||||
-1 | Buildings, fixtures and improvements have been provisionally allocated for two properties with an aggregate purchase price of $183.9 million pending receipt of the cost segregation analyses on such assets being prepared by a third party specialist. | |||||||||||||||||||||||||||||
Business Acquisition, Pro Forma Information | ' | ' | ||||||||||||||||||||||||||||
The following table presents unaudited pro forma information as if the acquisitions during the three and nine months ended September 30, 2013 had been consummated on January 1, 2012. Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to exclude acquisition related expenses of $1.2 million and $14.6 million for the three months ended September 30, 2013 and 2012, respectively, and merger and other transaction related expenses of $3.8 million for the three months ended September 30, 2013 . The unaudited pro forma net loss attributable to stockholders was adjusted to exclude acquisition related expenses of $22.0 million and $27.2 million for the nine months ended September 30, 2013 and 2012, respectively, and merger and other transaction related expenses of $146.2 million and $20 thousand for the nine months ended September 30, 2013 and 2012, respectively. | The following table presents unaudited pro forma information as if the acquisitions during the year ended December 31, 2012, had been consummated on December 2, 2010 (date of inception). Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to reclass acquisition and transaction related expenses of $42.8 million from the year ended December 31, 2012 to the period from December 2, 2010 to December 31, 2010. | |||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | (Amounts in thousands) | Year Ended December 31, | Period from December 2, | ||||||||||||||||||||||||||
(Amounts in thousands) | 2013 | 2012 | 2013 | 2012 | 2010 (Date of Inception) | |||||||||||||||||||||||||
Pro forma revenues | $ | 59,074 | $ | 20,949 | $ | 177,222 | $ | 160,534 | to December 31, | |||||||||||||||||||||
Pro forma net income (loss) attributable to stockholders | $ | (53,842 | ) | $ | 864 | $ | (68,300 | ) | $ | 71,352 | 2012 | 2011 | 2010 | |||||||||||||||||
Pro forma revenues | $ | 146,821 | $ | 144,081 | $ | 26,989 | ||||||||||||||||||||||||
Pro forma net income (loss) attributable to | $ | 27,816 | $ | 27,052 | $ | (33,660 | ) | |||||||||||||||||||||||
stockholders | ||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ' | ||||||||||||||||||||||||||||
The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands): | The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands): | |||||||||||||||||||||||||||||
Future Minimum | Future Minimum | Future Minimum Base Rent Payments | ||||||||||||||||||||||||||||
Base Rent Payments | Direct Financing | 2013 | $ | 140,200 | ||||||||||||||||||||||||||
Lease Payments(1) | 2014 | 140,941 | ||||||||||||||||||||||||||||
October 1, 2013 - December 31, 2013 | $ | 54,638 | $ | 1,083 | 2015 | 141,292 | ||||||||||||||||||||||||
2014 | 217,104 | 4,410 | 2016 | 141,579 | ||||||||||||||||||||||||||
2015 | 213,758 | 4,324 | 2017 | 138,411 | ||||||||||||||||||||||||||
2016 | 209,300 | 4,279 | Thereafter | 955,557 | ||||||||||||||||||||||||||
2017 | 198,779 | 3,975 | Total | $ | 1,657,980 | |||||||||||||||||||||||||
Thereafter | 1,298,718 | 12,258 | ||||||||||||||||||||||||||||
Total | $ | 2,192,297 | $ | 30,329 | ||||||||||||||||||||||||||
-1 | 38 properties are subject to direct financing leases and, therefore, revenue is recognized as direct financing lease income on the discounted cash flows of the lease payments. Amounts reflected are the cash rent on these respective properties. | |||||||||||||||||||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | ' | ||||||||||||||||||||||||||||
Net Investment in Direct Financing Leases | ||||||||||||||||||||||||||||||
The components of the Company's net investment in direct financing leases are as follows (in thousands): | ||||||||||||||||||||||||||||||
30-Sep-13 | ||||||||||||||||||||||||||||||
Future minimum lease payments receivable | $ | 30,329 | ||||||||||||||||||||||||||||
Unguaranteed residual value of property | 41,859 | |||||||||||||||||||||||||||||
Unearned income | (14,739 | ) | ||||||||||||||||||||||||||||
Net investment in direct financing leases | $ | 57,449 | ||||||||||||||||||||||||||||
Schedule of Annualized Rental Income by Major Tenants | ' | ' | ||||||||||||||||||||||||||||
Tenant Concentration | The following table lists the tenants of the Company whose annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of December 31, 2012 and 2011. Annualized rental income for net leases is rental income on a straight-line basis as of December 31, 2012, which includes the effect of tenant concessions such as free rent, as applicable. The Company did not own any properties as of December 31, 2010. | |||||||||||||||||||||||||||||
The following table lists the tenants of the Company whose annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2012. Annualized rental income for net leases is rental income on a straight-line basis as of the period reported, which includes the effect of tenant concessions such as free rent, as applicable. There were no tenants exceeding 10% of consolidated annualized rental income on a straight-line basis at September 30, 2013. | ||||||||||||||||||||||||||||||
Tenant | 2012 | 2011 | ||||||||||||||||||||||||||||
September 30, | Dollar General | 12.3 | % | 20.8 | % | |||||||||||||||||||||||||
Tenant | 2013 | 2012 | Citizens Bank | 11.8 | % | 40.8 | % | |||||||||||||||||||||||
Dollar General | * | 16.9 | % | FedEx | 10.2 | % | * | |||||||||||||||||||||||
FedEx | * | 14.1 | % | Home Depot | * | 13.7 | % | |||||||||||||||||||||||
Citizens Bank | * | 13.6 | % | Walgreens | * | 11.1 | % | |||||||||||||||||||||||
* | The tenants' annualized rental income was not greater than 10% of total consolidated annualized rental income for all portfolio properties as of the period specified. | * | The tenants' annualized rental income was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. | |||||||||||||||||||||||||||
Schedule of Geographic Concentrations | ' | ' | ||||||||||||||||||||||||||||
The following table lists the states where the Company has concentrations of properties where annual rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of December 31, 2012 and 2011: | ||||||||||||||||||||||||||||||
State | 2012 | 2011 | ||||||||||||||||||||||||||||
Illinois | 11.2 | % | * | |||||||||||||||||||||||||||
South Carolina | * | 15.2 | % | |||||||||||||||||||||||||||
Ohio | * | 12.9 | % | |||||||||||||||||||||||||||
Michigan | * | 17.4 | % | |||||||||||||||||||||||||||
* | The state's annualized rental income was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. |
Investment_Securities_Tables
Investment Securities (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||
Investments, All Other Investments [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||
Schedule of Available-for-sale Securities Reconciliation | ' | ' | ||||||||||||||||||||||||||||||||
The following table details the unrealized gains and losses on investment securities as of September 30, 2013 and December 31, 2012 (amounts in thousands): | The following table details the unrealized gains and losses on investment securities as of December 31, 2012. The Company did not have any such investments as of December 31, 2011 (amounts in thousands): | |||||||||||||||||||||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | 31-Dec-12 | ||||||||||||||||||||||||||||||
Investments in real estate fund as of September 30, 2013 | $ | 10,000 | $ | - | $ | (520 | ) | $ | 9,480 | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair | |||||||||||||||||||||
Preferred securities as of December 31, 2012 | $ | 41,747 | $ | 223 | $ | (316 | ) | $ | 41,654 | Value | ||||||||||||||||||||||||
Investment securities | $ | 41,747 | $ | 223 | $ | (316 | ) | $ | 41,654 |
Derivatives_and_Hedging_Activi1
Derivatives and Hedging Activities (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
Schedule of Interest Rate Derivatives | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2013, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | As of December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||
Interest Rate Derivative | Number of | Notional | Interest Rate Derivative | Balance Sheet Location | Number of Instruments | Notional Amount | ||||||||||||||||||||||||||||||||||||||||
Instruments | Amount | Interest Rate Swaps | Derivatives, at fair value | 7 | $ | 152,590 | ||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | 10 | $ | 667,590 | Interest Rate Cap | Derivatives, at fair value | 1 | 50,000 | |||||||||||||||||||||||||||||||||||||||
As of December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | Total | 8 | $ | 202,590 | ||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2011, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Rate Derivative | Number of | Notional | ||||||||||||||||||||||||||||||||||||||||||||
Instruments | Amount | Interest Rate Derivative | Balance Sheet Location | Number of Instruments | Notional Amount | |||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | 7 | $ | 152,590 | Interest Rate Swap | Derivatives, at fair value | 1 | $ | 5,060 | ||||||||||||||||||||||||||||||||||||||
Interest rate cap | 1 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||
Total | 8 | $ | 202,590 | |||||||||||||||||||||||||||||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2013 and December 31, 2012 (dollar amounts in thousands): | Derivatives Designated as Hedging Instruments | |||||||||||||||||||||||||||||||||||||||||||||
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2012 and 2011 (amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance Sheet Location | 30-Sep-13 | December 31, | |||||||||||||||||||||||||||||||||||||||||||
2012 | Balance Sheet Location | 31-Dec-12 | December 31, | |||||||||||||||||||||||||||||||||||||||||||
Interest rate products | Derivative assets, at fair value | $ | 7,088 | $ | - | 2011 | ||||||||||||||||||||||||||||||||||||||||
Interest rate products | Derivative liabilities, at fair value | $ | (1,785 | ) | $ | (3,830 | ) | Interest Rate Swaps | Derivatives, at fair value | $ | (3,830 | ) | $ | (98 | ) | |||||||||||||||||||||||||||||||
Interest Rate Cap | Derivatives, at fair value | - | NA | (1) | ||||||||||||||||||||||||||||||||||||||||||
Total | $ | (3,830 | ) | $ | (98 | ) | ||||||||||||||||||||||||||||||||||||||||
-1 | NA means not applicable | |||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2013 and 2012, respectively (amounts in thousands). | The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2012 and 2011 (amounts in thousands). The Company had no active derivatives during the period from the Company's date of inception to December 31, 2010. | |||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2013 | 2012 | 2013 | 2012 | 2012 | 2011 | ||||||||||||||||||||||||||||||||||||||||
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion) | $ | (4,880 | ) | $ | (1,541 | ) | $ | 6,009 | $ | (4,715 | ) | Amount of loss recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | $ | (4,684 | ) | $ | (111 | ) | ||||||||||||||||||||||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | $ | (1,258 | ) | $ | (343 | ) | $ | (3,209 | ) | $ | (678 | ) | Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) | $ | (941 | ) | $ | (13 | ) | |||||||||||||||||||||||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | $ | (56 | ) | $ | (91 | ) | $ | (79 | ) | $ | (91 | ) | Amount of loss recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)* | $ | (1 | ) | $ | - | ||||||||||||||||||||||||||||
* | The Company reclassified to interest expense, less than $1,000 of other comprehensive loss into earnings due to hedged forecasted transactions no longer probable of occurring. | |||||||||||||||||||||||||||||||||||||||||||||
Net Amounts of Offsetting Derivative Liabilities Presented in the Consolidated Balance Sheet | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2013 and December 31, 2012. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets. | ||||||||||||||||||||||||||||||||||||||||||||||
Offsetting of Derivative Assets and Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
Gross | Gross | Gross Amounts | Net Amounts | Net Amounts | Financial | Cash | Net | |||||||||||||||||||||||||||||||||||||||
Amounts of | Amounts of | Offset in the | of Assets Presented | of Liabilities | Instruments | Collateral | Amount | |||||||||||||||||||||||||||||||||||||||
Recognized | Recognized | Consolidated | in the | Presented | Received | |||||||||||||||||||||||||||||||||||||||||
Assets | Liabilities | Balance Sheet | Consolidated | in the | ||||||||||||||||||||||||||||||||||||||||||
Balance Sheet | Consolidated | |||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet | ||||||||||||||||||||||||||||||||||||||||||||||
30-Sep-13 | $ | 7,088 | $ | (1,785 | ) | $ | - | $ | 7,088 | $ | (1,785 | ) | $ | - | $ | - | $ | 5,303 | ||||||||||||||||||||||||||||
31-Dec-12 | $ | - | $ | (3,830 | ) | $ | - | $ | - | $ | (3,830 | ) | $ | - | $ | - | $ | (3,830 | ) | |||||||||||||||||||||||||||
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||
Reclassifications out of Accumulated Other Comprehensive Income ("AOCI") | ||||||||||||||||||||||||||||||||||||||||||||||
The following table details reclassification adjustments out of AOCI and the corresponding effect on net income for the three and nine months ended September 30, 2013 and 2012 (amounts in thousands): | ||||||||||||||||||||||||||||||||||||||||||||||
Amount Reclassified from AOCI | Affected Line Items in the Consolidated Statements | |||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | of Operations and Comprehensive Loss | ||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||||||||||||||||||||
AOCI Component | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on investment securities, net | $ | - | $ | - | $ | 93 | $ | - | Gain on sale of | |||||||||||||||||||||||||||||||||||||
investment securities | ||||||||||||||||||||||||||||||||||||||||||||||
Designated derivatives, fair value adjustment | (1,258 | ) | (343 | ) | (3,209 | ) | (678 | ) | Interest expense |
Mortgage_Note_Payable_Tables
Mortgage Note Payable (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||
Notes Payable [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||
Schedule of Mortgage Notes Payable | ' | ' | ||||||||||||||||||||||||||||||||
The Company's mortgage notes payable consist of the following as of September 30, 2013 and December 31, 2012 (dollar amounts in thousands): | The Company's mortgage notes payable consist of the following as of December 31, 2012 and 2011 (dollar amounts in thousands): | |||||||||||||||||||||||||||||||||
Encumbered Properties | Outstanding | Weighted Average Effective Interest Rate(1) | Weighted Average Maturity(2) | Encumbered Properties | Outstanding Loan Amount | Weighted Average Effective Interest Rate(1) | Weighted Average Maturity(2) | |||||||||||||||||||||||||||
Loan | 31-Dec-12 | 164 | $ | 265,118 | 4.28 | % | 5.51 | |||||||||||||||||||||||||||
Amount | 31-Dec-11 | 29 | $ | 35,320 | 4.54 | % | 4.4 | |||||||||||||||||||||||||||
30-Sep-13 | 165 | $ | 269,891 | 4.25 | % | 4.68 | -1 | Mortgage notes payable have fixed rates or rates that are fixed through the use of derivative instruments. Effective interest rates range from 3.32% to 6.13% at December 31, 2012 and 3.75% to 5.32% at December 31, 2011. | ||||||||||||||||||||||||||
31-Dec-12 | 164 | $ | 265,118 | 4.28 | % | 5.51 | -2 | Weighted average remaining years until maturity as of December 31, 2012 and 2011, respectively. | ||||||||||||||||||||||||||
-1 | Mortgage notes payable have fixed rates or are fixed by way of interest rate swap arrangements. Effective interest rates range from 2.73% to 6.13% at September 30, 2013 and 3.32% to 6.13% at December 31, 2012. | |||||||||||||||||||||||||||||||||
(2) Weighted average remaining years until maturity as of September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||||||||||||
Schedule Of Aggregate Principal Payments Of Mortgages | ' | ' | ||||||||||||||||||||||||||||||||
The following table summarizes the scheduled aggregate principal repayments subsequent to September 30, 2013 (amounts in thousands): | The following table summarizes the scheduled aggregate principal repayments subsequent to December 31, 2012 (amounts in thousands): | |||||||||||||||||||||||||||||||||
Year | Total | Year | Total | |||||||||||||||||||||||||||||||
October 1, 2013 - December 31, 2013 | $ | 47 | 2013 | $ | 74 | |||||||||||||||||||||||||||||
2014 | 189 | 2014 | 189 | |||||||||||||||||||||||||||||||
2015 | 13,767 | 2015 | 13,767 | |||||||||||||||||||||||||||||||
2016 | 16,820 | 2016 | 16,820 | |||||||||||||||||||||||||||||||
2017 | 169,768 | 2017 | 164,968 | |||||||||||||||||||||||||||||||
Thereafter | 69,300 | Thereafter | 69,300 | |||||||||||||||||||||||||||||||
Total | $ | 269,891 | Total | $ | 265,118 |
Other_Long_Term_Debt_Tables
Other Long Term Debt (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Convertible Preferred Stock [Abstract] | ' | ||||||||||||||||||||
Schedule of Preferred Units | ' | ||||||||||||||||||||
The Company has the following class of convertible preferred stock outstanding at September 30, 2013: | |||||||||||||||||||||
Issue | Date Issued | Units | Gross Proceeds | Liquidation Preference | Dividend/Interest Rate | ||||||||||||||||
(In thousands) | |||||||||||||||||||||
Shares classified as Liabilities: | |||||||||||||||||||||
Series C Convertible Preferred Stock | 7-Jun-13 | 28,398,213 | $ | 445,000 | $ | 15.67 | 5.81 | % |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ' | ||||||||||||||||||||||||||||||||||||||||
The following is a reconciliation of the beginning and ending balance for the changes in instruments with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2013: | ||||||||||||||||||||||||||||||||||||||||||
Contingent value | Convertible obligation | Total | ||||||||||||||||||||||||||||||||||||||||
rights obligation | to Series C | |||||||||||||||||||||||||||||||||||||||||
to investors | Convertible Preferred | |||||||||||||||||||||||||||||||||||||||||
stockholders | ||||||||||||||||||||||||||||||||||||||||||
Beginning balance | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||
Fair value at issuance | - | (445,000 | ) | (445,000 | ) | |||||||||||||||||||||||||||||||||||||
Settlement of the CVR obligation to common investors | 20,362 | - | 20,362 | |||||||||||||||||||||||||||||||||||||||
Fair value adjustment | (69,676 | ) | (4,827 | ) | (74,503 | ) | ||||||||||||||||||||||||||||||||||||
Transfers to Level 2 | 49,314 | 449,827 | 499,141 | |||||||||||||||||||||||||||||||||||||||
Ending balance | $ | - | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ' | ||||||||||||||||||||||||||||||||||||||||
The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those instruments fall (amounts in thousands): | The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of December 31, 2012 and 2011, aggregated by the level in the fair value hierarchy within which those instruments fall (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||
Quoted Prices | Significant Other | Significant | Total | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | Total | |||||||||||||||||||||||||||||||||||
in Active | Observable | Unobservable | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||
Markets | Inputs | Inputs | 31-Dec-12 | |||||||||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Investment securities | $ | 41,654 | $ | - | $ | - | $ | 41,654 | |||||||||||||||||||||||||||||||
September 30, 2013: | Interest rate swaps | $ | - | $ | (3,830 | ) | $ | - | $ | (3,830 | ) | |||||||||||||||||||||||||||||||
Investment in real estate fund | $ | - | $ | 9,480 | $ | - | $ | 9,480 | Total | $ | 41,654 | $ | (3,830 | ) | $ | - | $ | 37,824 | ||||||||||||||||||||||||
Interest rate swap assets | - | 7,088 | - | 7,088 | 31-Dec-11 | |||||||||||||||||||||||||||||||||||||
Interest rate swap liabilities | - | (1,785 | ) | - | (1,785 | ) | Interest rate swap | $ | - | $ | (98 | ) | $ | - | $ | (98 | ) | |||||||||||||||||||||||||
Convertible obligation to Series C Convertible Preferred stockholders | - | (449,827 | ) | - | (449,827 | ) | ||||||||||||||||||||||||||||||||||||
Contingent value rights obligation to investors | - | (49,314 | ) | - | (49,314 | ) | ||||||||||||||||||||||||||||||||||||
December 31, 2012: | ||||||||||||||||||||||||||||||||||||||||||
Investment in preferred securities | $ | 41,654 | $ | - | $ | - | $ | 41,654 | ||||||||||||||||||||||||||||||||||
Interest rate swap liabilities | - | (3,830 | ) | - | (3,830 | ) | ||||||||||||||||||||||||||||||||||||
Fair Value, by Balance Sheet Grouping | ' | ' | ||||||||||||||||||||||||||||||||||||||||
The fair values of the Company's financial instruments that are not reported at fair value on the consolidated balance sheets are reported below (amounts in thousands): | The fair values of the Company's financial instruments that are not reported at fair value on the consolidated balance sheets are reported below (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||
Level | Carrying Amount at | Fair Value at | Carrying Amount at | Fair Value at | Level | Carrying Amount at December 31, 2012 | Fair Value at December 31, 2012 | Carrying Amount at December 31, 2011 | Fair Value at December 31, 2011 | |||||||||||||||||||||||||||||||||
30-Sep-13 | 30-Sep-13 | 31-Dec-12 | 31-Dec-12 | Mortgage notes payable | 3 | $ | 265,118 | $ | 271,056 | $ | 35,320 | $ | 35,686 | |||||||||||||||||||||||||||||
Convertible debt | 3 | $ | 300,975 | $ | 300,628 | $ | - | $ | - | Senior secured revolving credit facility | 3 | $ | 124,604 | $ | 124,604 | $ | 42,407 | $ | 42,407 | |||||||||||||||||||||||
Mortgage notes payable | 3 | 269,891 | 273,536 | 265,118 | 271,056 | |||||||||||||||||||||||||||||||||||||
Senior secured revolving credit facility | 3 | - | - | 124,604 | 124,604 | |||||||||||||||||||||||||||||||||||||
Senior corporate credit facility | 3 | 600,000 | 600,000 | - | - | |||||||||||||||||||||||||||||||||||||
$ | 1,170,866 | $ | 1,174,164 | $ | 389,722 | $ | 395,660 |
Preferred_and_Common_Stock_Tab
Preferred and Common Stock (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ||||||||||||||||||||||||
Schedule of Common Stock Offerings | ' | ' | ||||||||||||||||||||||||
The following are the Company's equity offerings of common stock during the nine months ended September 30, 2013 (dollar amounts in millions): | The following are the Company's public equity offerings of common stock (dollar amounts in millions) since inception through March 31, 2013: | |||||||||||||||||||||||||
Type of offering | Closing Date | Number of Shares(1) | Gross Proceeds | Type of offering | Closing Date | Number of Shares | Gross Proceeds | |||||||||||||||||||
Registered follow on offering | 29-Jan-13 | 2,070,000 | $ | 26.7 | IPO | 7-Sep-11 | 5,574,131 | $ | 67.4 | |||||||||||||||||
ATM | January 1 - September 30, 2013 | 553,300 | 8.9 | Follow on offering | 2-Nov-11 | 1,497,924 | 15.8 | |||||||||||||||||||
Private placement offering | 7-Jun-13 | 29,411,764 | 455 | Underwriters' over allotment | 7-Nov-11 | 74,979 | 0.8 | |||||||||||||||||||
Dividends paid in common stock(2) | 5-Aug-13 | 1,157 | - | Follow on offering | 18-Jun-12 | 3,250,000 | 30.3 | |||||||||||||||||||
Total | 32,036,221 | $ | 490.6 | Underwriters' over allotment | 9-Jul-12 | 487,500 | 4.6 | |||||||||||||||||||
Follow on offering | 29-Jan-13 | 2,070,000 | 26.7 | |||||||||||||||||||||||
ATM | January 1 - March 31, | 61,000 | 0.8 | |||||||||||||||||||||||
2013 | ||||||||||||||||||||||||||
Total | 13,015,534 | $ | 146.4 | |||||||||||||||||||||||
Schedule of Dividends Authorized and Paid | ' | ' | ||||||||||||||||||||||||
The Company's board of directors has authorized, and the Company began paying, dividends since October 2011 on the fifteenth day of each month to stockholders of record on the eighth day of such month. During the nine months ended September 30, 2013, the board of directors of the Company has authorized the following increases in the Company's dividend. | The Company's board of directors has authorized, and the Company began paying, dividends since October 2011 on the fifteenth day of each month to stockholders of record on the eight day of such month. Since October 2011, the board of directors of the Company has authorized the following increases in the Company's dividend. | |||||||||||||||||||||||||
Dividend increase declaration date | Annualized | Effective date | Dividend increase declaration date | Annualized dividend per share | Effective date | |||||||||||||||||||||
dividend | 7-Sep-11 | $ | 0.875 | 9-Oct-11 | ||||||||||||||||||||||
per share | 27-Feb-12 | $ | 0.88 | 9-Mar-12 | ||||||||||||||||||||||
17-Mar-13 | $ | 0.91 | 8-Jun-13 | 16-Mar-12 | $ | 0.885 | 9-Jun-12 | |||||||||||||||||||
28-May-13 | $ | 0.94 | December 8, 2013* | 27-Jun-12 | $ | 0.89 | 9-Sep-12 | |||||||||||||||||||
23-Oct-13 | $ | 1 | ** | 30-Sep-12 | $ | 0.895 | 9-Nov-12 | |||||||||||||||||||
* | The dividend increase became effective at the close of the CapLease Merger, which consummated on November 5, 2013. | 29-Nov-12 | $ | 0.9 | 9-Feb-13 | |||||||||||||||||||||
** | The dividend increase is contingent upon, and effective with, the close of the Cole Merger. | 17-Mar-13 | $ | 0.91 | 8-Jun-13 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||
Share-based Compensation [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Activity | ' | ' | ||||||||||||||||||||||||||||||||
The following tables detail the restricted shares activity within the Equity Plan, Director Stock Plan and RSP during the nine months ended September 30, 2013: | The following tables detail the restricted shares activity within the Equity Plan, Director Stock Plan and RSP during the years ended December 31, 2012 and 2011: | |||||||||||||||||||||||||||||||||
Restricted Share Awards | Restricted Share Awards | |||||||||||||||||||||||||||||||||
Equity Plan | RSP & Director Stock Plan | Equity Plan | Director Stock Plan | |||||||||||||||||||||||||||||||
Number of | Weighted-Average | Number of | Weighted- Average | Number of Restricted Common Shares | Weighted-Average | Number of Restricted Common Shares | Weighted- | |||||||||||||||||||||||||||
Restricted Common | Issue | Restricted Common | Issue | Issue | Average | |||||||||||||||||||||||||||||
Shares | Price | Shares | Price | Price | Issue | |||||||||||||||||||||||||||||
Awarded December 31, 2012 | 259,909 | $ | 11.84 | 30,300 | $ | 10.68 | Price | |||||||||||||||||||||||||||
Granted | 625,000 | 14.3 | 18,000 | 14.58 | Awarded, January 1, 2011 | - | $ | - | - | $ | - | |||||||||||||||||||||||
Forfeited | - | - | - | - | Granted | 167,400 | 12.5 | 14,700 | 11.5 | |||||||||||||||||||||||||
Awarded September 30, 2013 | 884,909 | $ | 13.57 | 48,300 | $ | 12.13 | Awarded December 31, 2011 | 167,400 | 12.5 | 14,700 | 11.5 | |||||||||||||||||||||||
Unvested Restricted Shares | Granted | 93,683 | 10.65 | 23,250 | 10.45 | |||||||||||||||||||||||||||||
Forfeited | (1,174 | ) | 10.65 | (7,650 | ) | 11.54 | ||||||||||||||||||||||||||||
Equity Plan | RSP & Director Stock Plan | Awarded December 31, 2012 | 259,909 | $ | 11.84 | 30,300 | $ | 10.68 | ||||||||||||||||||||||||||
Number of | Weighted-Average | Number of | Weighted- Average | Unvested Restricted Shares | ||||||||||||||||||||||||||||||
Restricted Common | Issue | Restricted Common | Issue | |||||||||||||||||||||||||||||||
Shares | Price | Shares | Price | Equity Plan | RPS & Director Stock Plan | |||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 186,403 | $ | 11.62 | 27,930 | $ | 10.58 | Number of Restricted Common Shares | Weighted- | Number of Restricted Common Shares | Weighted- | ||||||||||||||||||||||||
Granted | 625,000 | 14.3 | 18,000 | 14.58 | Average | Average | ||||||||||||||||||||||||||||
Vested | (186,403 | ) | (11.62 | ) | (27,930 | ) | (10.58 | ) | Issue | Issue | ||||||||||||||||||||||||
Forfeited | - | - | - | - | Price | Price | ||||||||||||||||||||||||||||
Unvested, September 30, 2013 | 625,000 | $ | 14.3 | 18,000 | $ | 14.58 | Unvested, January 1, 2011 | - | $ | - | - | $ | - | |||||||||||||||||||||
Granted | 167,400 | 12.5 | 14,700 | 11.5 | ||||||||||||||||||||||||||||||
Vested | (13,950 | ) | 12.5 | - | - | |||||||||||||||||||||||||||||
Unvested, December 31, 2011 | 153,450 | 12.5 | 14,700 | 11.5 | ||||||||||||||||||||||||||||||
Granted | 93,683 | 10.65 | 23,250 | 10.45 | ||||||||||||||||||||||||||||||
Vested | (59,556 | ) | 12.42 | (2,370 | ) | 11.88 | ||||||||||||||||||||||||||||
Forfeited | (1,174 | ) | 10.65 | (7,650 | ) | 11.54 | ||||||||||||||||||||||||||||
Unvested, December 31, 2012 | 186,403 | $ | 11.62 | 27,930 | $ | 10.58 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ||||||||
Contractual Obligation, Fiscal Year Maturity Schedule | ' | ' | ||||||||
The following table reflects the minimum base rental cash payments due from the Company over the next five years and thereafter for certain ground and office lease obligations (amounts in thousands): | The Company entered into a ground lease agreement related to the acquisition of a Walgreens Pharmacy. The following table reflects the minimum base rental cash payments due from the Company over the next five years and thereafter under this arrangement (amounts in thousands): | |||||||||
Future Minimum | Future Minimum | |||||||||
Base Rent Payments | Base Rent | |||||||||
October 1, 2013 - December 31, 2013 | $ | 261 | Payments | |||||||
2014 | 731 | 2013 | $ | 160 | ||||||
2015 | 732 | 2014 | 160 | |||||||
2016 | 733 | 2015 | 160 | |||||||
2017 | 737 | 2016 | 160 | |||||||
Thereafter | 6,754 | 2017 | 160 | |||||||
Total | $ | 9,948 | Thereafter | 600 | ||||||
Total | $ | 1,400 |
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table details the results of such activities related to RCS, which are recorded as offering costs on the consolidated statement of changes in equity (amounts in thousands): | The following table details the results of such activities related to RCS, which are recorded as offering costs on the consolidated statement of changes in equity (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Payable as of | Year Ended December 31, | Payable as of December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 30-Sep-13 | 31-Dec-12 | Total commissions and fees paid to RCS | $ | 160,614 | $ | 11,434 | $ | - | $ | 92 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total commissions and fees paid to RCS | $ | - | $ | 80,739 | $ | - | $ | 160,530 | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Offering Costs Reimbursements to Related Party | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company reimbursed the Manager, the ARCT III Advisor and RCS for services relating to the ARCT III IPO, and other significant transactions such as the ARCT III Merger, for which the Manager provided assistance. The following table details the results of such activities related to offering and other significant transactions costs reimbursed to the Manager, the ARCT III Advisor and RCS (amounts in thousands): | The Company reimbursed the Manager, the ARCT III Advisor and RCS for services relating to the IPO, the Company's follow-on offerings and the ARCT III IPO, as applicable. The following table details the results of such activities related to offering costs reimbursed to the Manager, the ARCT III Advisor and RCS (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Payable as of | Year Ended December 31, | Payable as of December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 30-Sep-13 | 31-Dec-12 | Offering expense reimbursements | $ | 16,264 | $ | 4,383 | $ | - | $ | 220 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Offering expense and other significant transactions reimbursements | $ | 814 | $ | (3,473 | ) | $ | 1,951 | $ | 16,808 | $ | - | $ | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table details amounts incurred by the Company or ARCT III and contractually due to the Sponsor, ARCT III Advisor or the Manager and forgiven in connection with the operations related services described above (amounts in thousands): | The following table details amounts incurred by the Company or ARCT III and contractually due to the Sponsor, ARCT III Advisor or the Manager and forgiven in connection with the operations related services described above (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Payable as of December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Payable as of | 2012 | 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | September 30, | December 31, | Incurred | Forgiven | Incurred | Forgiven | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | One-time fees: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | Acquisition fees and related cost reimbursements | $ | 27,138 | $ | - | $ | 1,692 | $ | - | $ | 364 | $ | 37 | ||||||||||||||||||||||||||||||||||||||||||||||
One-time fees: | Financing fees and related cost reimbursements | 3,350 | - | 182 | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition fees(1) | $ | 86 | $ | - | $ | 4,529 | $ | - | $ | 3,190 | $ | - | $ | 9,712 | $ | - | $ | - | $ | 364 | Other expense reimbursements | 592 | - | 148 | - | 18 | - | |||||||||||||||||||||||||||||||||||||||
Financing fees and related cost reimbursements | - | - | 1,424 | - | 7,500 | - | 2,683 | - | - | - | On-going fees: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other expense reimbursements | 42 | - | 3,614 | - | 8,359 | - | 7,527 | - | - | 18 | Base management fees | 2,035 | 1,823 | 274 | 274 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
On-going fees: | Incentive fees | 771 | 771 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Base management fees(2) | 3,739 | 3,739 | 278 | 278 | 8,393 | 6,109 | 1,725 | 1,513 | - | - | Property management and leasing fees | 918 | 918 | 15 | 15 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
Transfer agent fees | 103 | - | - | - | 270 | - | - | - | 23 | - | Total operational fees and reimbursements | $ | 34,804 | $ | 3,512 | $ | 2,311 | $ | 289 | $ | 382 | $ | 37 | |||||||||||||||||||||||||||||||||||||||||||
Property management and leasing fees(2) | - | - | 250 | 250 | 799 | 799 | 456 | 456 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total operational fees and reimbursements | $ | 3,970 | $ | 3,739 | $ | 10,095 | $ | 528 | $ | 28,511 | $ | 6,908 | $ | 22,103 | $ | 1,969 | $ | 23 | $ | 382 | ||||||||||||||||||||||||||||||||||||||||||||||
-1 | In conjunction with the ARCT III Merger, the payment of acquisition fees was terminated, however for properties that were in ARCP's or ARCT III's pipeline at the ARCT III Merger date, the fees were paid as the Manager had sourced and negotiated the purchase price prior to the ARCT III Merger. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
-2 | The amounts incurred and paid were recognized in merger and other transaction related costs during the nine months ended September 30, 2013 as they relate to the ARCT III Merger. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of General and Administrative Expenses Absorbed by Affiliate | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table details general and administrative expenses absorbed by the Sponsor and the ARCT III Advisor and paid to the Company or ARCT III during the three and nine months ended September 30, 2013 (amounts in thousands): | The following table details general and administrative expenses absorbed by the Sponsor and the ARCT III Advisor and paid to the Company during the years ended December 31, 2012 and 2011 (amounts in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Receivable as of | Year Ended December 31, | Receivable as of December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 30, | September 30, | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 30-Sep-13 | 31-Dec-12 | General and administrative expenses absorbed | $ | 234 | $ | 20 | $ | - | $ | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses absorbed | $ | - | $ | - | $ | - | $ | 234 | $ | - | $ | - |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | ' | ||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | ' | ||||||||||||||||||||||||
The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2013 and 2012 (amounts in thousands, expect for shares and per share data): | The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2012 and 2011. The Company had no income or loss for the period from the Company's date of inception to December 31, 2010 (amounts in thousands, expect for shares and per share data): | |||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||||||
September 30, | 2012 | 2011 | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Net loss from continuing operations attributable to stockholders | $ | (38,700 | ) | $ | (3,883 | ) | ||||||||||||||||
Net loss from continuing operations attributable to stockholders | $ | (59,154 | ) | $ | (12,687 | ) | $ | (248,840 | ) | $ | (24,310 | ) | Less: dividends declared on preferred shares | (368 | ) | - | ||||||||||
Less: dividends declared on preferred shares | (53 | ) | (140 | ) | (368 | ) | (210 | ) | Net loss from continuing operations attributable to common stockholders | (39,068 | ) | (3,883 | ) | |||||||||||||
Net loss from continuing operations attributable to common stockholders | (59,207 | ) | (12,827 | ) | (249,208 | ) | (24,520 | ) | Net loss from discontinued operations attributable to common stockholders | (699 | ) | (816 | ) | |||||||||||||
Net income (loss) from discontinued operations attributable to common stockholders | 91 | (3 | ) | 164 | (478 | ) | Net loss attributable to common stockholders | $ | (39,767 | ) | $ | (4,699 | ) | |||||||||||||
Net loss attributable to common stockholders | $ | (59,116 | ) | $ | (12,830 | ) | $ | (249,044 | ) | $ | (24,998 | ) | Weighted average common shares outstanding | 102,513,974 | 3,720,351 | |||||||||||
Weighted average common shares outstanding(1) | 184,807,219 | 138,323,562 | 166,970,341 | 76,950,157 | Basic and diluted net loss per share from continuing operations attributable to common stockholders | $ | (0.38 | ) | $ | (1.04 | ) | |||||||||||||||
Basic and diluted net loss per share from continuing operations attributable to common stockholders | $ | (0.32 | ) | $ | (0.09 | ) | $ | (1.49 | ) | $ | (0.31 | ) | Basic and diluted net loss per share from discontinued operations attributable to common stockholders | $ | (0.01 | ) | $ | (0.22 | ) | |||||||
Basic and diluted net loss per share from discontinued operations attributable to common stockholders | $ | - | $ | - | $ | - | $ | (0.01 | ) | Basic and diluted net loss per share attributable to common stockholders | $ | (0.39 | ) | $ | (1.26 | ) | ||||||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.32 | ) | $ | (0.09 | ) | $ | (1.49 | ) | $ | (0.32 | ) | ||||||||||||||
-1 | Weighted average shares for the nine months ended September 30, 2013 are adjusted on a pro forma basis as if the purchase of 27.7 million shares of ARCT III common stock for cash, purchased in conjunction with the ARCT III Merger, had been completed at the beginning of the period. Weighted average shares for the nine months ended September 30, 2013, excluding this pro forma adjustment, were 172,798,170 and net loss per share was $1.44 per share, basic and diluted. |
Quarterly_Results_Unaudited_Ta
Quarterly Results (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ' | ||||||||||||||||
Presented below is a summary of the unaudited quarterly financial information for the Company for the years ended December 31, 2012 and 2011 (amounts in thousands, except share and per share amounts): | |||||||||||||||||
Quarters Ended | |||||||||||||||||
March 31, | June 30, | 30-Sep-12 | 31-Dec-12 | ||||||||||||||
2012 | 2012 | ||||||||||||||||
Revenues | $ | 6,240 | $ | 11,534 | $ | 18,944 | $ | 30,075 | |||||||||
Net loss from continuing operations attributable to stockholders | $ | (4,706 | ) | $ | (6,993 | ) | $ | (12,650 | ) | $ | (14,351 | ) | |||||
Less: dividends declared on preferred | $ | - | $ | (70 | ) | $ | (140 | ) | $ | (158 | ) | ||||||
shares | |||||||||||||||||
Net loss from continuing operations attributable to common stockholders | $ | (4,706 | ) | $ | (7,063 | ) | $ | (12,790 | ) | $ | (14,509 | ) | |||||
Net loss from discontinued operations attributable to stockholders | $ | (322 | ) | $ | (77 | ) | $ | (41 | ) | $ | (259 | ) | |||||
Net loss attributable to common stockholders, net of dividends on preferred shares | $ | (5,028 | ) | $ | (7,140 | ) | $ | (12,831 | ) | $ | (14,768 | ) | |||||
Weighted average shares outstanding | 23,609,509 | 68,312,582 | 138,323,562 | 178,480,894 | |||||||||||||
Basic and diluted loss per share from continuing operations attributable to common stockholders | $ | (0.20 | ) | $ | (0.10 | ) | $ | (0.09 | ) | $ | (0.08 | ) | |||||
Basic and diluted loss per share attributable to common stockholders | $ | (0.21 | ) | $ | (0.10 | ) | $ | (0.09 | ) | $ | (0.08 | ) | |||||
Quarters Ended | |||||||||||||||||
March 31, | June 30, | 30-Sep-11 | 31-Dec-11 | ||||||||||||||
2011 | 2011 | ||||||||||||||||
Revenues | $ | - | $ | - | $ | 584 | $ | 3,331 | |||||||||
Net loss from continuing operations attributable to common stockholders | $ | (32 | ) | $ | (82 | ) | $ | (1,122 | ) | $ | (2,647 | ) | |||||
Net loss from discontinued operations attributable to stockholders | $ | - | $ | - | $ | (8 | ) | $ | (808 | ) | |||||||
Net loss attributable to common stockholders | $ | (32 | ) | $ | (82 | ) | $ | (1,130 | ) | $ | (3,455 | ) | |||||
Weighted average shares outstanding | 20,000 | 20,000 | 2,166,783 | 12,553,958 | |||||||||||||
Basic and diluted loss per share from continuing operations attributable to stockholders | $ | (1.60 | ) | $ | (4.10 | ) | $ | (0.52 | ) | $ | (0.28 | ) | |||||
Basic and diluted loss per share attributable to stockholders | $ | (1.60 | ) | $ | (4.10 | ) | $ | (0.52 | ) | $ | (0.22 | ) |
Subsequent_Events_Tables
Subsequent Events (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Subsequent Events [Abstract] | ' | ' | ||||||||||||||||||||||||
Schedule of Subsequent Events | ' | ' | ||||||||||||||||||||||||
The following table presents certain information about the properties that the Company acquired from October 1, 2013 to November 6, 2013 (dollar amounts in thousands): | The following table presents certain information about the properties that the Company acquired from January 1, 2013 to May 7, 2013 (dollar amounts in thousands): | |||||||||||||||||||||||||
No. of Buildings | Square | Base Purchase Price(1) | No. of Buildings | Square | Base Purchase Price(1) | |||||||||||||||||||||
Feet | Feet | |||||||||||||||||||||||||
Total Portfolio - September 30, 2013(2) | 1,219 | 20,399,857 | $ | 3,033,684 | Total Portfolio - December 31, 2012(2) | 653 | 15,421,465 | $ | 1,798,436 | |||||||||||||||||
Acquisitions | 109 | 13,624,593 | 2,126,441 | Acquisitions | 68 | 1,533,558 | 313,687 | |||||||||||||||||||
Total portfolio - November 6, 2013(2) | 1,328 | 34,024,450 | $ | 5,160,125 | Total portfolio - May 7, 2013(2) | 721 | 16,955,023 | $ | 2,112,123 | |||||||||||||||||
-1 | Contract purchase price, excluding acquisition and transaction related costs. | -1 | Contract purchase price, excluding acquisition and transaction related costs. | |||||||||||||||||||||||
-2 | Total portfolio excludes one vacant property contributed in September 2011, which was classified as held for sale at September 30, 2013. | -2 | Total portfolio excludes one vacant property contributed in September 2011 which was classified as held for sale at December 31, 2012. |
Organization_Details
Organization (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 07, 2011 | ||
property | ||||||
Operations [Line Items] | ' | ' | ' | ' | ' | |
Business Acquisition, Purchase Price Allocation, Assets Acquired in Period, Net | ' | $18,000,000,000 | $1,589,110,000 | $209,326,000 | ' | |
Number Of Properties Contributed By Affiliate | ' | ' | 63 | ' | ' | |
Real Estate Investments, Net | ' | ' | ' | ' | -16,771,000 | |
Amount Of Mortgages Refinanced | ' | ' | ' | 82,600,000 | ' | |
Initial proceeds from senior secured revolving credit facility used to pay down mortgages assumed in Formation Transactions | 0 | ' | 0 | 51,500,000 | ' | |
Secured Debt [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Investments, Net | ' | ' | ' | ' | -96,472,000 | |
Other Assets [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Investments, Net | ' | ' | ' | ' | 2,402,000 | |
Other Liabilities [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Investments, Net | ' | ' | ' | ' | -834,000 | |
Loans Payable [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Investments, Net | ' | ' | ' | ' | -30,626,000 | [1] |
Real Estate [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Investments, Net | ' | ' | ' | ' | $108,759,000 | |
Contributor [Member] | ARC Real Estate Partners, LLC [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Number Of Properties Contributed By Affiliate | ' | ' | ' | ' | 63 | |
Contributor [Member] | ARC Real Estate Partners, LLC [Member] | Citizens Bank [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Number Of Properties Contributed By Affiliate | ' | ' | ' | ' | 59 | |
Contributor [Member] | ARC Real Estate Partners, LLC [Member] | Vacant [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Number Of Properties Contributed By Affiliate | ' | ' | ' | ' | 2 | |
Contributor [Member] | ARC Real Estate Partners, LLC [Member] | Home Depot [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Number Of Properties Contributed By Affiliate | ' | ' | ' | ' | 1 | |
General Partner [Member] | ARC Properties Operating Partnership, L.P. [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
General partner ownership interest in OP, Percent | ' | 95.30% | 99.10% | ' | ' | |
Affiliated Entity [Member] | Contributor [Member] | ARC Real Estate Partners, LLC [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Limited partner ownership interest in OP, Percent | ' | 4.30% | 0.20% | ' | ' | |
Unaffiliated Third Party [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Limited partner ownership interest in OP, Percent | ' | 0.40% | 0.70% | ' | ' | |
Minimum [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Property, Weighted Average Remaining Lease Term | ' | '10 years | ' | ' | ' | |
Maximum [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Property, Weighted Average Remaining Lease Term | ' | '12 years | ' | ' | ' | |
Long Term [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Portfolio, Property Concentration, Percentage | ' | 70.00% | ' | ' | ' | |
Short Term [Member] [Member] | ' | ' | ' | ' | ' | |
Operations [Line Items] | ' | ' | ' | ' | ' | |
Real Estate Portfolio, Property Concentration, Percentage | ' | 30.00% | ' | ' | ' | |
[1] | Notes payable were repaid from the proceeds of the Company's IPO concurrently with closing. |
Mergers_and_Acquisitions_Detai
Mergers and Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 15, 2013 | Aug. 09, 2013 | Mar. 31, 2013 | Oct. 22, 2013 | Sep. 30, 2013 | Nov. 05, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 07, 2011 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jul. 24, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |||
property | property | property | property | company | Cole Merger [Member] | Fortress Portfolio [Member] | CapLease [Member] | ARCT III Merger [Member] | Series F Preferred Stock [Member] | OP Units [Member] | Common Stock [Member] | Common Stock [Member] | Class B Units [Member] | Line of Credit [Member] | Other Assets [Member] | Other Assets [Member] | Furniture and fixtures [Member] | GE Capital Portfolio [Member] | GE Capital Portfolio [Member] | GE Capital Portfolio [Member] | Fortress Portfolio [Member] | Fortress Portfolio [Member] | Fortress Portfolio [Member] | Common Stock [Member] | Cash [Member] | Cash [Member] | Cash [Member] | Cash [Member] | Cash [Member] | Cash [Member] | Cash [Member] | ARCP [Member] | American Realty Capital III Special Limited Partnership, LLC [Member] | American Realty Capital III Special Limited Partnership, LLC [Member] | American Realty Capital III Special Limited Partnership, LLC [Member] | ARCP Inland Portfolio [Member] | ARCP Inland Portfolio [Member] | Selling Commission [Member] | ||||||||
ARCT IV / ARCP Merger [Member] | ARCT IV / ARCP Merger [Member] | ARCT IV / ARCP Merger [Member] | ARCT IV / ARCP Merger [Member] | Revolving Credit Facility [Member] | ARCT IV / ARCP Merger [Member] | ARCT III Merger [Member] | ARCT III Merger [Member] | property | Property Subject to Operating Lease [Member] | Direct Financing Lease [Member] | property | property | Option One [Member] | Option Two [Member] | Option Two [Member] | Option Two [Member] | Preferred Stock [Member] | OP Units [Member] | Common Stock [Member] | Restricted Stock [Member] | ARCP Merger [Member] | ARCP Merger [Member] | ARCT IV / ARCP Merger [Member] | Post-Conversion [Member] | property | property | ARCT IV / ARCP Merger [Member] | |||||||||||||||||||
property | property | ARCP Merger [Member] | ARCP Merger [Member] | ARCP shares converted from ARCT III shares [Member] | ARCT IV / ARCP Merger [Member] | CapLease [Member] | CapLease [Member] | CapLease [Member] | CapLease [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Convertible stock issued during period, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.95 | ' | ' | ' | ' | ' | ' | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5937 | 2.3961 | ' | 0.519 | 2.3591 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Convertible preferred stock, par value | $0.01 | ' | $0.01 | ' | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Preferred Stock, Redemption Price Per Share | $25 | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common stock, par value | $0.01 | ' | $0.01 | ' | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Convertible stock issued during period, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12 | ' | $9 | $25 | $8.50 | $8.50 | $8.50 | ' | ' | ' | ' | ' | ' | ' | ||
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $920,700,000 | $5,800,000 | ' | ' | ' | ' | ' | ' | ' | $1,700,000 | $4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Shares, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 148,113,788.50 | 29,200,000 | 27,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Percentage of shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common stock, issued | 185,448,022 | ' | 185,448,022 | ' | 179,167,112 | 17,162,016 | 179,167,112 | ' | ' | 13,015,534 | ' | ' | ' | ' | ' | ' | 32,036,221 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest, Issuance of Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,300,000 | ' | 73,000,000 | ' | ' | ' | ||
Merger Expenses Agreed To | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of Properties Acquired | 38 | 207 | 528 | [1] | 377 | 524 | [2] | 129 | 653 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 447 | 409 | 38 | 41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' |
Related Party Transaction, Real Estate Selling Commissions, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ||
Related Party Transaction, Amounts of Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,400,000 | ||
ARCT IV Implied price of common stock, amount | 13,500 | ' | 13,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Subordinated Distributions of Net Sale Proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68,300,000 | ' | ' | ' | ' | ||
Number of Real Estate Properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 196 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33 | ' | ||
Real Estate Investment Property, at Cost | 2,971,050,000 | ' | 2,971,050,000 | ' | 1,798,490,000 | 209,326,000 | 1,798,490,000 | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 601,200,000 | 200,300,000 | 972,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 501,000,000 | 56,400,000 | ' | ||
Merger Share Exhange Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.0929 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of Companies | ' | ' | ' | ' | ' | ' | ' | ' | 67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Business Acquisition, Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13.82 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Business Combination, Cash Consideration Threshold Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt to be Extinguished Upon Consummation of Merger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | Excludes 38 properties comprised of $57.4 million of net investments subject to direct financing leases. | |||||||||||||||||||||||||||||||||||||||||||||
[2] | Buildings, fixtures and improvements have been provisionally allocated for two properties with an aggregate purchase price of $183.9 million pending receipt of the cost segregation analyses on such assets being prepared by a third party specialist. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 24 Months Ended | 12 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 09, 2013 | Jun. 07, 2013 | Mar. 31, 2013 | Aug. 01, 2012 | Dec. 31, 2010 | Dec. 01, 2010 | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Jan. 29, 2013 | Jul. 09, 2012 | Jun. 18, 2012 | Nov. 07, 2011 | Nov. 02, 2011 | Sep. 07, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Jun. 07, 2013 | Nov. 07, 2013 | Oct. 31, 2013 | Nov. 07, 2013 | Oct. 31, 2013 | Nov. 07, 2013 | Oct. 31, 2013 | Nov. 07, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Jun. 07, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Funded [Member] | Funded [Member] | Funded [Member] | Leases, Acquired-in-Place [Member] | Leases, Acquired-in-Place [Member] | Above Market Leases [Member] | Above Market Leases [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | CapLease [Member] | CapLease [Member] | CapLease [Member] | CapLease [Member] | CapLease [Member] | CapLease [Member] | Preferred Stock CVR Settlement [Domain] | Preferred Stock CVR Settlement [Domain] | Preferred Stock CVR Settlement [Domain] | Private Placement [Member] | Direct Financing Lease [Member] | Building [Member] | Equipment [Member] | Equipment [Member] | Contingent Valuation Rights [Member] | Underwriter's Option to Purchase Addtional Notes, Proceeds [Member] | ||||||||||||
Four Years [Member] | Three Years [Member] | Two Years [Member] | One Year [Member] | Four Years [Member] | Three Years [Member] | Two Years [Member] | One Year [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $300,000,000 | $310,000,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 |
Cash and cash equivalents | 150,481,000 | 150,481,000 | 695,453,000 | 156,873,000 | 19,331,000 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash deposit uninsured by the FDIC | ' | ' | ' | 154,800,000 | 18,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing cost, net | ' | ' | ' | 15,100,000 | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Costs, Leasing, Net | ' | ' | ' | 200,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offering costs | ' | ' | ' | 100,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Amount of Offering from Universal Shelf Registration Statement | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Investment Property, at Cost | 2,971,050,000 | 2,971,050,000 | ' | 1,798,490,000 | 209,326,000 | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,900,000 | ' | ' | ' | ' | ' |
Common stock, Contingent Value Rights Issued | ' | ' | ' | ' | ' | ' | 29,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securtities excluded from computation of earnings per share | ' | 9,051,661 | ' | 1,621,349 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, issued | 0 | 0 | ' | 828,472 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,400,000 | ' | ' | ' | 15,100,000 | ' | 18,800,000 | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | 490,578,000 | ' | 1,657,807,000 | 186,127,000 | ' | ' | ' | ' | ' | ' | ' | 320,000 | 1,594,000 | 170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 445,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Contingent Value Rights Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,400,000 | ' | ' | ' | ' | ' | ' |
Repayment of Common Stock Contingent Value Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' | 20,400,000 | ' |
Repayment of Common Stock Contingent Value Rights, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500 | ' |
Repayments of Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,700,000 | ' |
Contingent Value Right, Cash Payment, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 249,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, issued | 185,448,022 | 185,448,022 | ' | 179,167,112 | 17,162,016 | ' | ' | 13,015,534 | ' | ' | ' | ' | ' | ' | ' | 61,000 | 2,070,000 | 487,500 | 3,250,000 | 74,979 | 1,497,924 | 5,574,131 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, $0.01 par value, 750,000,000 shares authorized, 185,448,022 and 179,167,112 issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 1,848,000 | 1,848,000 | ' | 1,792,000 | 172,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 435,600,000 | ' | 186,000,000 | ' | ' | ' | ' | 14,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation amount, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900 | ' |
Liquidation amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,600,000 | ' |
Intangible lease assets, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 210,959,000 | 21,777,000 | 1,264,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible lease assets, accumulated amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -11,183,000 | -3,282,000 | -116,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible lease assets, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 199,776,000 | 18,495,000 | 1,148,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of Amortization for Intangible Asset | ' | ' | ' | '11 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | '11 years 10 months 24 days | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '40 years | '5 years | '10 years | ' | ' |
2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,265,000 | ' | 252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,234,000 | ' | 252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,855,000 | ' | 252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,586,000 | ' | 252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,049,000 | ' | 122,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Share Repurchase Requests | ' | ' | ' | 73 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 74 | ' | 74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,315,016 | 181,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 179,104 | 2,375 | 181,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares repurchased, average cost per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.93 | $10 | $9.93 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase Price, Share Repurchase Program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | $9.75 | $9.50 | $9.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase Price, Share Repurchase Program, Percentage of Value of Capital Paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 97.50% | 95.00% | 92.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares under distributions reinvestment plan | ' | $4,895,000 | ' | $26,784,000 | $271,000 | ' | ' | ' | ' | ' | ' | ' | $5,000 | $27,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued through distribution reinvestment plan (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 489,000 | 2,678,451 | 27,169 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real_Estate_Investments_Detail
Real Estate Investments (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||
Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Aug. 09, 2013 | |||||
property | property | property | property | property | property | property | |||||||
Business Acquisition, Purchase Price Allocation, Land Acquired in Period | ' | $13,620,000 | $62,171,000 | $273,047,000 | [1] | $146,439,000 | $223,917,000 | $25,624,000 | ' | ' | |||
Business Acquisition, Purchase Price Allocation, Buildings, Fixtures and Improvements Acquired in Period | ' | 71,046,000 | 334,566,000 | 787,192,000 | [1] | 707,499,000 | 1,174,747,000 | 161,925,000 | ' | ' | |||
Business Acquisition, Purchase Price Allocation, Tangible Assets Acquired in Period | ' | 84,666,000 | 396,737,000 | 1,060,239,000 | [1] | 853,938,000 | 1,398,664,000 | 187,549,000 | ' | ' | |||
Business Acquisition, Purchase Price Allocation, Other Noncurrent Liabilities Assumed in Period | ' | 4,200,000 | 0 | 4,200,000 | [1] | 0 | ' | ' | ' | ' | |||
Business Acquisition, Purchase Price Allocation, Assets Acquired in Period, Net | ' | ' | ' | 18,000,000,000 | ' | 1,589,110,000 | 209,326,000 | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Assets Acquired in Period, Net | ' | 90,480,000 | 453,359,000 | 1,173,497,000 | [1] | 971,735,000 | 1,589,110,000 | [2],[3] | 209,326,000 | [2] | -1,798,436,000 | ' | |
OP units issued to acquire real estate investment | 0 | 0 | 0 | 0 | [1] | -6,352,000 | -6,352,000 | 0 | ' | ' | |||
Payments to Acquire Real Estate | 0 | 90,480,000 | 453,359,000 | 1,173,497,000 | [1] | 965,383,000 | 1,582,758,000 | 89,981,000 | ' | ' | |||
Number of Properties Acquired | ' | 38 | 207 | 528 | [1] | 377 | 524 | [3] | 129 | 653 | ' | ||
Number of Real Estate Properties | ' | ' | ' | ' | ' | 654 | 131 | 654 | ' | ||||
Number Of Properties Contributed By Affiliate | ' | ' | ' | ' | ' | 63 | ' | 63 | ' | ||||
Investment in direct financing leases, net | ' | 57,449,000 | ' | 57,449,000 | ' | 0 | ' | 0 | ' | ||||
Costs of Real Estate Services and Land Sales | 0 | 1,235,000 | 14,636,000 | 21,961,000 | 27,235,000 | 42,761,000 | 3,898,000 | ' | ' | ||||
Merger and other transaction related | 0 | 3,791,000 | 0 | 146,240,000 | 20,000 | 2,603,000 | 0 | ' | ' | ||||
Pro forma revenues | 26,989,000 | 59,074,000 | 20,949,000 | 177,222,000 | 160,534,000 | 146,821,000 | 114,081,000 | ' | ' | ||||
Pro forma net income (loss) attributable to stockholders | -33,660,000 | -53,842,000 | 864,000 | -68,300,000 | 71,352,000 | 27,816,000 | 27,052,000 | ' | ' | ||||
Future Minimum Payments, October 1, 2013 - December 31, 2013 | ' | 54,638,000 | ' | 54,638,000 | ' | 140,200,000 | ' | 140,200,000 | ' | ||||
Future MinimumDirect Financing Lease Payments, October 1, 2013 - December 31, 2013 | ' | 1,083,000 | [4] | ' | 1,083,000 | [4] | ' | ' | ' | ' | ' | ||
Future Minimum Payments, 2014 | ' | 217,104,000 | ' | 217,104,000 | ' | 140,941,000 | ' | 140,941,000 | ' | ||||
Future Minimum Direct Financing Lease Payments, 2014 | ' | 4,410,000 | [4] | ' | 4,410,000 | [4] | ' | ' | ' | ' | ' | ||
Future Minimum Payments, 2015 | ' | 213,758,000 | ' | 213,758,000 | ' | 141,292,000 | ' | 141,292,000 | ' | ||||
Future Minimum Direct Financing Lease Payments, 2015 | ' | 4,324,000 | [4] | ' | 4,324,000 | [4] | ' | ' | ' | ' | ' | ||
Future Minimum Payments, 2016 | ' | 209,300,000 | ' | 209,300,000 | ' | 141,579,000 | ' | 141,579,000 | ' | ||||
Future Minimum Direct Financing Lease Payments, 2016 | ' | 4,279,000 | [4] | ' | 4,279,000 | [4] | ' | ' | ' | ' | ' | ||
Future Minimum Payments, 2017 | ' | 198,779,000 | ' | 198,779,000 | ' | 138,411,000 | ' | 138,411,000 | ' | ||||
Future Minimum Direct Financing Lease Payments, 2017 | ' | 3,975,000 | [4] | ' | 3,975,000 | [4] | ' | ' | ' | ' | ' | ||
Future Minimum Payments, Thereafter | ' | 1,298,718,000 | ' | 1,298,718,000 | ' | 955,557,000 | ' | 955,557,000 | ' | ||||
Future Minimum Direct Financing Lease Payments, Thereafter | ' | 12,258,000 | [4] | ' | 12,258,000 | [4] | ' | ' | ' | ' | ' | ||
Future Minimum Payments, Total | ' | 2,192,297,000 | ' | 2,192,297,000 | ' | 1,657,980,000 | ' | 1,657,980,000 | ' | ||||
Future Minimum Direct Financing Lease Payments, Total | ' | 30,329,000 | [4] | ' | 30,329,000 | [4] | ' | ' | ' | ' | ' | ||
Unguaranteed residual value of property | ' | 41,859,000 | ' | 41,859,000 | ' | ' | ' | ' | ' | ||||
Unearned income | ' | 14,739,000 | ' | 14,739,000 | ' | ' | ' | ' | ' | ||||
Real Estate Investment Property, at Cost | ' | 2,971,050,000 | ' | 2,971,050,000 | ' | 1,798,490,000 | 209,326,000 | 1,798,490,000 | 2,300,000 | ||||
Leases, Acquired-in-Place [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets Acquired in Period | ' | 10,014,000 | 56,622,000 | 117,458,000 | [1] | 117,797,000 | 189,182,000 | 2,177,000 | ' | ' | |||
Above Market Leases [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets Acquired in Period | ' | ' | ' | ' | ' | 1,264,000 | ' | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Other Noncurrent Liabilities Assumed in Period | ' | 4,200,000 | 0 | 4,200,000 | [1] | 0 | ' | ' | ' | ' | |||
Dollar General [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | [5] | 16.90% | ' | ' | ' | ' | |||
Citizens Bank [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | [5] | 14.10% | ' | ' | ' | ' | |||
FedEx [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | [5] | 13.60% | ' | ' | ' | ' | |||
GE Capital Portfolio [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of Properties Acquired | ' | ' | ' | 447 | ' | ' | ' | ' | ' | ||||
Portfolio Acquisitions [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Land Acquired in Period | ' | ' | ' | 202,300,000 | ' | ' | ' | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Buildings, Fixtures and Improvements Acquired in Period | ' | ' | ' | 502,500,000 | ' | ' | ' | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets Acquired in Period | ' | ' | ' | 68,300,000 | ' | ' | ' | ' | ' | ||||
Business Acquisition, Purchase Price Allocation, Other Noncurrent Liabilities Assumed in Period | ' | ' | ' | 4,200,000 | ' | ' | ' | ' | ' | ||||
Real Estate Investment, Aggregate Purchase Price | ' | 826,300,000 | ' | 826,300,000 | ' | ' | ' | ' | ' | ||||
Real Estate Investment, Purchase Price Allocation, Direct Financing Leases | ' | ' | ' | 57,400,000 | ' | ' | ' | ' | ' | ||||
Restatement Adjustment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Merger and other transaction related | 42,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Geographic Concentration Risk [Member] | Annual rental income [Member] | Illinois [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | 11.20% | ' | [6] | ' | ' | |||
Geographic Concentration Risk [Member] | Annual rental income [Member] | South Carolina [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | [6] | 15.20% | ' | ' | |||
Geographic Concentration Risk [Member] | Annual rental income [Member] | Ohio [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | [6] | 12.90% | ' | ' | |||
Geographic Concentration Risk [Member] | Annual rental income [Member] | Michigan [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | [6] | 17.40% | ' | ' | |||
Customer Concentration Risk [Member] | Annual rental income [Member] | Dollar General [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | 12.30% | 20.80% | ' | ' | ||||
Customer Concentration Risk [Member] | Annual rental income [Member] | Walgreens [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | [7] | 11.10% | ' | ' | |||
Customer Concentration Risk [Member] | Annual rental income [Member] | Citizens Bank [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | 11.80% | 40.80% | ' | ' | ||||
Customer Concentration Risk [Member] | Annual rental income [Member] | FedEx [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | 10.20% | ' | [7] | ' | ' | |||
Customer Concentration Risk [Member] | Annual rental income [Member] | Home Depot [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | [7] | 13.70% | ' | ' | |||
Direct Financing Lease [Member] | GE Capital Portfolio [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of Properties Acquired | ' | ' | ' | 38 | ' | ' | ' | ' | ' | ||||
Direct Financing Lease [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Real Estate Investment Property, at Cost | ' | $9,900,000 | ' | $9,900,000 | ' | ' | ' | ' | ' | ||||
Direct Financing Lease [Member] | GE Capital Portfolio [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of Properties Acquired | ' | ' | ' | 38 | ' | ' | ' | ' | ' | ||||
[1] | Excludes 38 properties comprised of $57.4 million of net investments subject to direct financing leases. | ||||||||||||
[2] | For the year ended December 31, 2011, the amount includes the properties that were contributed in September 2011 in conjunction with the completion of the Company's IPO by the Contributor at amortized cost as well as $17.5 million of properties acquired by the Company following its IPO. | ||||||||||||
[3] | Buildings, fixtures and improvements have been provisionally allocated for two properties with an aggregate purchase price of $183.9 million pending receipt of the cost segregation analyses on such assets being prepared by a third party specialist. | ||||||||||||
[4] | 38 properties are subject to direct financing leases and, therefore, revenue is recognized as direct financing lease income on the discounted cash flows of the lease payments. Amounts reflected are the cash rent on these respective properties. | ||||||||||||
[5] | The tenants' annualized rental income was not greater than 10% of total consolidated annualized rental income for all portfolio properties as of the period specified. | ||||||||||||
[6] | The state's annualized rental income was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. | ||||||||||||
[7] | The tenants' annualized rental income was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified. |
Investment_Securities_Details
Investment Securities (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 |
Securities (Assets) [Member] | Securities (Assets) [Member] | |||||||
Investment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Available For Sale Equity Securites, Weighted Average Maturity | ' | ' | ' | ' | ' | ' | ' | '29 years 7 months 6 days |
Available-for-sale Securities, Amortized Cost Basis | ' | ' | ' | ' | ' | ' | $10,000 | $41,747 |
Available-for-sale Securities, Gross Unrealized Gain | ' | ' | ' | ' | ' | ' | 0 | 223 |
Available-for-sale Securities, Gross Unrealized Loss | ' | ' | ' | ' | ' | ' | -520 | -316 |
Investment securities, at fair value | 9,480 | ' | 9,480 | ' | 41,654 | 0 | 9,480 | 41,654 |
Gain on sale of investment securities | $0 | $0 | $451 | $0 | ' | ' | ' | ' |
Available For Sale Equity Securites, Weighted Average Interest Rate | ' | ' | ' | ' | ' | ' | ' | 5.70% |
Derivatives_and_Hedging_Activi2
Derivatives and Hedging Activities (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Derivatives, Fair Value [Line Items] | ' |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | $27,000 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | 4,800,000 |
Assets Needed for Immediate Settlement, Aggregate Fair Value | $2,000,000 |
Derivatives_and_Hedging_Activi3
Derivatives and Hedging Activities (Schedule of Interest Rate Derivatives) (Details) (USD $) | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member] | |
Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | ||
Swap [Member] | Swap [Member] | Interest Rate Cap [Member] | Swap [Member] | Swap [Member] | Interest Rate Cap [Member] | Interest Rate Cap [Member] | Swap [Member] | Swap [Member] | Interest Rate Cap [Member] | ||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of Instruments | 8 | 10 | 7 | 1 | ' | ' | ' | ' | ' | ' | 8 | 7 | 1 | 1 | |
Derivative, Notional Amount | $202,590 | $667,590 | ' | $50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Notional Amount of Interest Rate Derivatives | ' | ' | 152,590 | ' | ' | ' | ' | ' | ' | ' | 202,590 | 152,590 | 5,060 | 50,000 | |
Derivatives, at fair value | ' | ' | ' | ' | ($3,830) | ($98) | ($3,830) | ($98) | ' | ' | [1] | ' | ' | ' | ' |
[1] | NA means not applicable |
Derivatives_and_Hedging_Activi4
Derivatives and Hedging Activities (Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | |
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion) | $0 | ($3,622,000) | ($1,198,000) | $9,218,000 | ($4,037,000) | ($3,743,000) | ($98,000) | |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | ' | ' | ' | -144,000 | 0 | ' | ' | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | ' | ' | ' | ' | ' | ' | ' | |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | |
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion) | ' | -4,880,000 | -1,541,000 | 6,009,000 | -4,715,000 | ' | ' | |
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | ' | ' | ' | ' | ' | -4,684,000 | -111,000 | |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | ' | -56,000 | -91,000 | -79,000 | -91,000 | -1 | [1] | ' |
Interest Rate Swap [Member] | Interest Expense [Member] | Cash Flow Hedging [Member] | ' | ' | ' | ' | ' | ' | ' | |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | |
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | ' | ($1,258,000) | ($343,000) | ($3,209,000) | ($678,000) | ($941,000) | ($13,000) | |
[1] | The Company reclassified to interest expense, less than $1,000 of other comprehensive loss into earnings due to hedged forecasted transactions no longer probable of occurring |
Derivatives_and_Hedging_Activi5
Derivatives and Hedging Activities (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Derivatives, Fair Value [Line Items] | ' | ' | ' |
Gross Amounts of Recognized Assets | $7,088 | $0 | ' |
Gross Amounts of Recognized Liabilities | -1,785 | -3,830 | -98 |
Derivative Asset, Fair Value, Amount Offset Against Collateral | 0 | 0 | ' |
Derivative Asset | 7,088 | 0 | ' |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet | 1,785 | 3,830 | ' |
Financial Instruments | 0 | 0 | ' |
Cash Collateral Received | 0 | 0 | ' |
Derivative, Fair Value, Net | 5,303 | -3,830 | ' |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' | ' |
Gross Amounts of Recognized Assets | 7,088 | ' | ' |
Gross Amounts of Recognized Liabilities | -1,785 | -3,830 | -98 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' | ' |
Gross Amounts of Recognized Assets | 7,088 | ' | ' |
Gross Amounts of Recognized Liabilities | ($1,785) | ($3,830) | ($98) |
Derivatives_and_Hedging_Activi6
Derivatives and Hedging Activities Accumulated Other Comprehensive Income Activity (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | ' | ' | ($144,000) | $0 | ' | ' | |
Investment Income [Member] | ' | ' | ' | ' | ' | ' | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | |
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | 0 | 0 | 93,000 | 0 | ' | ' | |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | ' | ' | ' | ' | ' | ' | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | |
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | ' | ' | ' | ' | -4,684,000 | -111,000 | |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | -56,000 | -91,000 | -79,000 | -91,000 | -1 | [1] | ' |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Interest Expense [Member] | ' | ' | ' | ' | ' | ' | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ' | ' | |
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | ($1,258,000) | ($343,000) | ($3,209,000) | ($678,000) | ($941,000) | ($13,000) | |
[1] | The Company reclassified to interest expense, less than $1,000 of other comprehensive loss into earnings due to hedged forecasted transactions no longer probable of occurring |
Mortgage_Note_Payable_Schedule
Mortgage Note Payable (Schedule of Mortgage Notes Payable) (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
property | property | property | ||||
Mortgage Loans on Real Estate [Line Items] | ' | ' | ' | |||
Outstanding Loan Amount | $269,891 | $265,118 | $35,320 | |||
Effective interest rate | 3.11% | ' | ' | |||
Mortgages [Member] | ' | ' | ' | |||
Mortgage Loans on Real Estate [Line Items] | ' | ' | ' | |||
Encumbered Properties | 165 | 164 | 29 | |||
Outstanding Loan Amount | $269,891 | $265,118 | $35,320 | |||
Debt, Weighted Average Interest Rate | 4.26% | [1] | 4.28% | [1],[2] | 4.45% | [2] |
Debt, Weighted Average Maturity Term | '4 years 8 months 6 days | '5 years 6 months 3 days | [3],[4] | '4 years 4 months 24 days | [3] | |
Minimum [Member] | Mortgages [Member] | ' | ' | ' | |||
Mortgage Loans on Real Estate [Line Items] | ' | ' | ' | |||
Effective interest rate | 2.73% | 3.32% | 3.75% | |||
Maximum [Member] | Mortgages [Member] | ' | ' | ' | |||
Mortgage Loans on Real Estate [Line Items] | ' | ' | ' | |||
Effective interest rate | 6.13% | 6.13% | 5.32% | |||
[1] | Mortgage notes payable have fixed rates or are fixed by way of interest rate swap arrangements. Effective interest rates range from 2.73% to 6.13% at September 30, 2013 and 3.32% to 6.13% at December 31, 2012. | |||||
[2] | Mortgage notes payable have fixed rates or rates that are fixed through the use of derivative instruments. Effective interest rates range from 3.32% to 6.13% at December 31, 2012 and 3.75% to 5.32% at December 31, 2011. | |||||
[3] | Weighted average remaining years until maturity as of December 31, 2012 and 2011, respectively. | |||||
[4] | Weighted average remaining years until maturity as of September 30, 2013 and December 31, 2012, respectively. |
Mortgage_Note_Payable_Schedule1
Mortgage Note Payable (Schedule Of Aggregate Future Principal Payments On Mortgage Notes Payable) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Mortgage Loans on Real Estate [Line Items] | ' | ' |
Total | $269,891 | ' |
Mortgages [Member] | ' | ' |
Mortgage Loans on Real Estate [Line Items] | ' | ' |
October 1, 2013 - December 31, 2013 | 47 | 74 |
2014 | 189 | 189 |
2015 | 13,767 | 13,767 |
2016 | 16,820 | 16,820 |
2017 | 169,768 | 164,968 |
Thereafter | 69,300 | 69,300 |
Total | $269,891 | $265,118 |
Other_Long_Term_Debt_Other_Lon
Other Long Term Debt Other Long Term Debt (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||||
Sep. 15, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 24, 2012 | Sep. 30, 2013 | Sep. 15, 2013 | Sep. 30, 2013 | Aug. 01, 2013 | Jul. 29, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Portion at Fair Value Measurement [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||||
Convertible Senior Notes [Member] | ||||||||||||
Schedule of Held-to-maturity Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, outstanding | ' | 0 | 828,472 | ' | ' | 28,398,213 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | $490,578,000 | $1,657,807,000 | $186,127,000 | ' | $445,000,000 | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, par value | ' | $0.01 | $0.01 | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' |
Preferred Stock, Liquidation Preference Per Share | ' | ' | ' | ' | ' | $15.67 | ' | ' | ' | ' | ' | ' |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | 5.81% | ' | 5.81% | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' |
Period for Stock Issuance After Merger | '3 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares to be Issued | 15,100,000 | ' | ' | ' | ' | ' | 21,700,000 | ' | ' | ' | ' | ' |
Long-term Debt | ' | 269,891,000 | ' | ' | ' | ' | ' | ' | 10,000,000 | 300,000,000 | ' | ' |
Long-term Debt, Fair Value | ' | ' | ' | ' | ' | ' | ' | 300,600,000 | ' | ' | 449,800,000 | 301,000,000 |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | $9,400,000 | ' | ' | ' | ' |
Credit_Facilities_Details
Credit Facilities (Details) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 18-May-13 | Mar. 18, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Jul. 20, 2012 | Jul. 20, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 20, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 07, 2011 | Jul. 20, 2012 | Sep. 07, 2011 | Dec. 31, 2012 | Sep. 07, 2011 | Jul. 20, 2012 | Sep. 07, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 07, 2011 | Sep. 30, 2013 | |
Unsecured Debt [Member] | Unsecured Debt [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Additional Funding Agreement Terms [Member] | Additional Funding Agreement Terms [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | External Credit Rating, Non Investment Grade [Member] | External Credit Rating, Non Investment Grade [Member] | External Credit Rating, Non Investment Grade [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Letters of Credit | Variable Interest Rate [Member] | ||||
Unsecured Debt [Member] | Unsecured Debt [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | External Credit Rating, Investment Grade [Member] | External Credit Rating, Investment Grade [Member] | property | property | Unsecured Debt [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | External Credit Rating, Investment Grade [Member] | External Credit Rating, Investment Grade [Member] | Revolving Credit Facility [Member] | ||||||||||||||||
RBS Citizens, N.A. [Member] | RBS Citizens, N.A. [Member] | Minimum [Member] | Maximum [Member] | RBS Citizens, N.A. [Member] | RBS Citizens, N.A. [Member] | RBS Citizens, N.A. [Member] | RBS Citizens, N.A. [Member] | RBS Citizens, N.A. [Member] | RBS Citizens, N.A. [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $1,900,000,000 | ' | ' | $1,700,000,000 | $1,450,000,000 | $940,000,000 | $760,000,000 | $2,500,000,000 | $2,500,000,000 | ' | ' | ' | ' | ' | ' | ' | $810,000,000 | ' | ' | ' | ' | $100,000,000 | $640,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | $85,000,000 |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.60% | 1.60% | 2.20% | ' | 2.10% | 3.50% | 1.15% | 2.00% | ' | ' | ' | ' | ' | 2.15% | 2.50% | ' | ' | 2.90% | 3.00% | ' | ' | 0.90% | 1.75% | ' | ' |
Line of Credit Facility, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.15% | 0.15% | 0.25% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, unused fee, as a percent of available but unused credt capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.15% | 0.15% | ' | ' | 0.25% | 0.25% | ' | ' | ' | ' |
Senior corporate credit facility | 600,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 1.93% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Bearing Fixed Interest Rate, Amount | 515,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit, Amount Bearing Fixed Interest Rate, Percentage | 2.78% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured revolving credit facility | 0 | 124,604,000 | 42,407,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 124,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate | 3.11% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.11% | 3.17% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Percentage, Threshold, Unused Capacity as a Percentage of Current Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' |
Number of Real Estate Properties, Used as Collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 114 | 59 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, end of term fee | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Fair Value, by Balance Sheet Grouping) (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | $9,480 | $41,654 | $0 |
Derivative Asset | 7,088 | 0 | ' |
Derivatives, at fair value | 7,088 | 0 | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | -1,785 | -3,830 | ' |
Derivatives, at fair value | 1,785 | 3,830 | 98 |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | 0 | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Fair Value at Issuance | -445,000 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 20,362 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Fair Value Adustment | -74,503 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | 499,141 | ' | ' |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 1,170,866 | 389,722 | ' |
Estimate of Fair Value Measurement [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 1,174,164 | 395,660 | ' |
Convertible Obligation [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | 0 | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Fair Value at Issuance | -445,000 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Fair Value Adustment | -4,827 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | 449,827 | ' | ' |
Contingent Value Rights Obligation [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 0 | 0 | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Fair Value at Issuance | 0 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 20,362 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Fair Value Adustment | -69,676 | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3 | 49,314 | ' | ' |
Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 37,824 | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 0 | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 3,830 | ' |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 41,654 | ' |
Equity Securities [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | 9,480 | ' | ' |
Equity Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | 0 | ' | ' |
Equity Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | 9,480 | ' | ' |
Equity Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | 0 | ' | ' |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivatives, at fair value | 7,088 | ' | ' |
Derivatives, at fair value | 1,785 | 3,830 | 98 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivatives, at fair value | 0 | ' | ' |
Derivatives, at fair value | 0 | 0 | 0 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivatives, at fair value | 7,088 | ' | ' |
Derivatives, at fair value | 1,785 | 3,830 | 98 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivatives, at fair value | 0 | ' | ' |
Derivatives, at fair value | 0 | 0 | 0 |
Preferred Stock and Senior Notes [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 41,654 | ' |
Preferred Stock and Senior Notes [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 0 | ' |
Preferred Stock and Senior Notes [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 0 | ' |
Preferred Stock and Senior Notes [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Investment securities, at fair value | ' | 41,654 | ' |
Convertible Debt [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 300,975 | 0 | ' |
Convertible Debt [Member] | Estimate of Fair Value Measurement [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 300,628 | 0 | ' |
Convertible Debt [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | -449,827 | ' | ' |
Convertible Debt [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | ' | ' |
Convertible Debt [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | -449,827 | ' | ' |
Convertible Debt [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | ' | ' |
Contingent Value Rights Obligation [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | -49,314 | ' | ' |
Contingent Value Rights Obligation [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | ' | ' |
Contingent Value Rights Obligation [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | -49,314 | ' | ' |
Contingent Value Rights Obligation [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | ' | ' |
Mortgages Notes Payable [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 269,891 | 265,118 | 35,320 |
Mortgages Notes Payable [Member] | Estimate of Fair Value Measurement [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 273,536 | 271,056 | 35,686 |
Senior Secured Credit Facility [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 0 | 124,604 | ' |
Senior Secured Credit Facility [Member] | Estimate of Fair Value Measurement [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 0 | 124,604 | ' |
Unsecured Debt [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 600,000 | 0 | 42,407 |
Unsecured Debt [Member] | Estimate of Fair Value Measurement [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | $600,000 | $0 | $42,407 |
Convertible_Preferred_Stock_De
Convertible Preferred Stock (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-12 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 24, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | ' | 545,454 | ' | ' | 283,018 | ' | ' |
Stock Issued During Period, Value, New Issues | $490,578 | $1,657,807 | $186,127 | $6,000 | ' | ' | $3,000 | ' | ' |
Proceeds from Issuance of stock, net | ' | ' | ' | $5,800 | ' | ' | $3,000 | ' | ' |
Preferred Stock, Liquidation Preference Per Share | ' | ' | ' | $11 | $11 | $11 | $10.60 | $10.60 | $10.60 |
Convertible Preferred Stock, Terms of Conversion | ' | ' | ' | '.01 | ' | ' | '.01 | ' | ' |
Annualized rate of dividend (per share) | ' | ' | ' | $0.77 | ' | ' | $0.74 | ' | ' |
Preferred Stock, Redemption Price Per Share | $25 | ' | ' | $11 | ' | ' | $10.60 | ' | ' |
Preferred_and_Common_Stock_Det
Preferred and Common Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | 28 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 4 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||||||||
Oct. 24, 2013 | Aug. 05, 2013 | 28-May-13 | Mar. 17, 2013 | Nov. 29, 2012 | Sep. 30, 2012 | Nov. 07, 2011 | Jul. 09, 2012 | Sep. 07, 2011 | Jun. 27, 2012 | Mar. 16, 2012 | Feb. 27, 2012 | Dec. 31, 2010 | Nov. 02, 2011 | Sep. 30, 2013 | Mar. 31, 2013 | Jan. 29, 2013 | Jun. 18, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 07, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Jul. 02, 2013 | Aug. 01, 2012 | 31-May-12 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Jul. 24, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Jan. 28, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Jan. 29, 2013 | Jul. 09, 2012 | Jun. 18, 2012 | Nov. 07, 2011 | Nov. 02, 2011 | Sep. 07, 2011 | Feb. 28, 2013 | Sep. 30, 2013 | |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Restricted Common Stock [Member] | Follow on Offering [Member] | Follow on Offering [Member] | At the Market Offering [Member] | At the Market Offering [Member] | Private Placement [Member] | ARCP [Member] | ARCP [Member] | ARCT III [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Shares Issued under the universal shelf registration | |||||||||||||||||||||||||||
Option One [Member] | Option One [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ARCP Merger [Member] | ARCT III [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | 828,472 | ' | ' | ' | ' | ' | 545,000 | 545,454 | 0 | ' | ' | 283,000 | 283,018 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares converted into common stock | ' | 1,157 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of stock, value | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Amount of Offering from Universal Shelf Registration Statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 545,454 | ' | ' | ' | ' | 283,018 | ' | ' | ' | ' | ' | ' | 553,000 | ' | ' | ' | ' | ' | ' | 20,000 | 32,036,221 | 159,396,558 | 16,929,184 | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | 750,000,000 | ' | ' | 240,000,000 | 240,000,000 | ' | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 185,448,022 | 13,015,534 | ' | ' | 185,448,022 | ' | ' | 179,167,112 | 17,162,016 | 13,015,534 | ' | ' | ' | ' | ' | ' | 32,036,221 | ' | ' | ' | ' | ' | ' | 2,070,000 | ' | 553.3 | ' | ' | ' | ' | 140,700,000 | ' | ' | ' | ' | 61,000 | 2,070,000 | 487,500 | 3,250,000 | 74,979 | 1,497,924 | 5,574,131 | 140,700,000 | ' |
Proceeds from issuances of common stock | ' | ' | ' | ' | ' | ' | 800,000 | 46,000,000 | ' | ' | ' | ' | 0 | 15,800,000 | ' | 800,000 | 26,700,000 | 30,300,000 | 490,577,000 | 1,653,988,000 | 67,400,000 | 1,658,776,000 | 122,993,000 | 146,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,700,000 | ' | 8,900,000 | 8,900,000 | 455,000,000 | ' | 490,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared, in dollars per share | $1 | ' | $0.94 | $0.91 | $0.90 | $0.90 | ' | ' | $0.88 | $0.89 | $0.89 | $0.88 | ' | ' | $0.91 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Authorized Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | 28,315,016 | 181,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock repurchases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $357,917,000 | ' | ' | $1,874,000 | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,500,000 | ' | ' | ' | ' | $283,000 | $2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Total Outstanding Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Based on Exchange Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Outstanding After Share Exchange | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | 140,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Shares issued in lieu of cash for services, in shares | ' | ' | ' | ' | ' | 3,457 | 3,563 |
Value of shares issued in lieu of cash | ' | ' | ' | ' | ' | $33 | $34 |
Equity-based compensation | ' | 7,180 | 480 | 11,510 | 804 | ' | ' |
Equity-based compensation | 0 | ' | ' | 13,895 | 837 | 1,224 | 225 |
2013 Advisor Multi-Year Outperformance Agreement (OPP) [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | ' | 6,100 | ' | 9,800 | ' | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | 100 | 1,100 | 400 | 1,700 | 700 | 1,200 | 200 |
Restricted Stock [Member] | Compensation expense, accelerated vesting portion [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | ' | $2,200 | ' | $2,200 | ' | ' | ' |
Restricted Stock [Member] | Equity Plan [Member] | Manager [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Maximum authorized amount as a percentage of shares authorized | ' | ' | ' | 10.00% | ' | ' | ' |
Shares issued in lieu of cash for services, in shares | ' | ' | ' | 167,400 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | 625,000 | ' | ' | ' |
Restricted Stock [Member] | Director Stock Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Restricted share vesting period | ' | ' | ' | '5 years | ' | ' | ' |
Restricted Common Stock [Member] | Equity Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | 625,000 | ' | 93,683 | 167,400 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Automatic Grant | ' | 3,000 | ' | 3,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | ' | 884,909 | ' | 884,909 | ' | 259,909 | 167,400 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ' | $13.57 | ' | $13.57 | ' | $11.84 | $12.50 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | ' | ' | ' | $14.30 | ' | $10.65 | $12.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | ' | ' | ' | 0 | ' | 1,174 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ' | ' | ' | $0 | ' | $10.65 | ' |
Restricted Common Stock [Member] | Director Stock Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | 18,000 | ' | 23,250 | 14,700 |
Number of shares authorized, in shares | ' | 20 | ' | 20 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Automatic Grant | ' | 99,000 | ' | 99,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | ' | ' | ' | $14.58 | ' | $10.45 | $11.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | ' | ' | ' | 0 | ' | 7,650 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ' | ' | ' | $0 | ' | $11.54 | ' |
Restricted Unvested Common Stock [Member] | Equity Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | 625,000 | ' | 93,683 | 167,400 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | ' | 625,000 | ' | 625,000 | ' | 186,403 | 153,450 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ' | $14.30 | ' | $14.30 | ' | $11.62 | $12.50 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | ' | ' | ' | $14.30 | ' | $10.65 | $12.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ' | ' | ' | -186,403 | ' | -59,556 | -13,950 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | $11.62 | ' | $12.42 | $12.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | ' | ' | ' | 0 | ' | 1,174 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ' | ' | ' | $0 | ' | $10.65 | ' |
Restricted Unvested Common Stock [Member] | Director Stock Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | 18,000 | ' | 23,250 | 14,700 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | ' | ' | ' | $14.58 | ' | $10.45 | $11.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ' | ' | ' | -27,930 | ' | -2,370 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | $10.58 | ' | $11.88 | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | ' | ' | ' | 0 | ' | 7,650 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ' | ' | ' | $0 | ' | $11.54 | ' |
Stock Options [Member] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Equity Incentive Plan, shares of common stock reserved for issuance | ' | ' | ' | ' | ' | 500,000 | ' |
ShareBased_Compensation_MultiY
Share-Based Compensation (Multi-Year Performance Plan) (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||||||||
Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | |
2013 Advisor Multi-Year Outperformance Agreement (OPP) [Member] | 2013 Advisor Multi-Year Outperformance Agreement (OPP) [Member] | Performance Shares [Member] | Excess Return, Above Threshold [Member] | Excess Return, Above Threshold [Member] | Excess Return, Above Peer Group [Member] | Cumulative Return, Above Threshold [Member] | Cumulative Return, Above Threshold [Member] | Cumulative Return, Above Threshold [Member] | Cumulative Return, Above Threshold [Member] | Cumulative Return, Above Threshold [Member] | Cumulative Return, Equal to Threshold [Member] | Cumulative Return, Equal to Threshold [Member] | Cumulative Return, Below Threshold [Member] | Equity Market Capitalization [Member] | Stockholder's Book Equity [Member] | OP Units [Member] | ||||||
Absolute Component [Member] | Absolute Component [Member] | Relative Component [Member] | Relative Component [Member] | Relative Component [Member] | Relative Component [Member] | Relative Component, Linear Interpolation [Member] | Relative Component, Linear Interpolation [Member] | Relative Component [Member] | Relative Component [Member] | Relative Component [Member] | Performance Shares [Member] | Performance Shares [Member] | Outperformance Plan [Member] | |||||||||
Performance Shares [Member] | Performance Shares [Member] | Maximum [Member] | Minimum [Member] | Performance Shares [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Performance Shares [Member] | Performance Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Market Capitalization Threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Awarded as a Percentage of Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | 50.00% | 0.00% | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Return Percentage Threshold | ' | ' | ' | ' | ' | ' | ' | ' | 14.00% | 7.00% | ' | 18.00% | 6.00% | ' | 6.00% | 0.00% | 12.00% | ' | ' | ' | ' | ' |
Equity Capitalization, Including Portion Attributable to Noncontrolling Interest, Aggregate Gross Capitalization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,100,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Performance Period | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Authorized, Percentage of Benchmark, Shares Committed Annually | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Authorized, Percentage of Benchmark, Potential Share Commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Allocated as a Percentage of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Shares Allowable to be Converted, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.30% |
Equity-based compensation | $0 | $13,895,000 | $837,000 | $1,224,000 | $225,000 | $6,100,000 | $9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies Future Obligations (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ' | ' |
October 1, 2013 - December 31, 2013 | $261 | $160 |
2014 | 731 | 160 |
2015 | 732 | 160 |
2016 | 733 | 160 |
2017 | 737 | 160 |
Thereafter | 6,754 | 600 |
Total | $9,948 | $1,400 |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Advisor [Member] | ARCT III [Member] | ARCT III [Member] | Special Limited Partner [Member] | ARC Real Estate Partners, LLC [Member] | ARC Real Estate Partners, LLC [Member] | American Realty Capital Advisors III LLC [Member] | American Realty Capital Advisors III LLC [Member] | Sale of ARCT III OP Units [Member] | Acquisition and Related Expenses [Member] | Other Expense Reimbursements [Member] | Class B Units [Member] | Class B Units [Member] | Class B Units [Member] | Post-Conversion [Member] | Post-Conversion [Member] | Pre-Conversion [Member] | ARCT III Merger [Member] | ARCT III Merger [Member] | ARCP Merger [Member] | Gross Proceeds, Initial Public Offering [Member] | Pre-tax Non-compounded Return on Capital Contribution [Member] | Pre-tax Non-compounded Return on Capital Contribution [Member] | Average Invested Assets [Member] | Amount Available or Outstanding Under Financing Arrangement [Member] | Contract Purchase Price [Member] | Gross Revenue, Stand-alone Single-tenant Net Leased Properties [Member] | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties [Member] | Gross Revenue, Managed Properties [Member] | Gross Proceeds, Common Stock [Member] | Class of Stock [Domain] | Class of Stock [Domain] | ||||||
Operating Partnership Unit [Member] | Operating Partnership Unit [Member] | Advisor [Member] | Advisor [Member] | ARCT III [Member] | ARCT III [Member] | American Realty Capital Advisors III LLC [Member] | American Realty Capital Advisors III LLC [Member] | American Realty Capital III Special Limited Partnership, LLC [Member] | American Realty Capital III Special Limited Partnership, LLC [Member] | American Realty Capital III Special Limited Partnership, LLC [Member] | ARCP [Member] | American Realty Capital III Special Limited Partnership, LLC [Member] | Realty Capital Securities, LLC [Member] | American Realty Capital Advisors III LLC [Member] | Asset Management Fees [Member] | American Realty Capital Advisors III LLC [Member] | ARC Properties Advisors, LLC [Member] | ARC Properties Advisors, LLC [Member] | American Realty Capital Advisors III LLC [Member] | American Realty Capital Advisors III LLC [Member] | American Realty Capital Advisors III LLC [Member] | Realty Capital Securities, LLC [Member] | |||||||||||||||
Advisor [Member] | Advisor [Member] | Operating Partnership Unit [Member] | Common Stock [Member] | Common Stock [Member] | Dealer Manager [Member] | Advisor [Member] | American Realty Capital Advisors III LLC [Member] | Advisor [Member] | Manager [Member] | Manager [Member] | Advisor [Member] | Advisor [Member] | Advisor [Member] | Dealer Manager [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock held by related party, percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.09% | 1.39% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Sales Commissions Earned by Related Party, Percentage of Benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' |
Related Party Transaction, Acquisition Fees Earned by Related Party, Percentage of Benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Financing Coordination Fees Earned by Related Party, Percentage of Benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' |
Asset Management Fee Percentage, Option 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset Management Fee Percentage, Option 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unadjusted Book Value of Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Asset Management Fees Earned by Related Party, Percentage of Benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Cumulative Capital Investment Return, as a Percentage of Benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securtities excluded from computation of earnings per share | ' | 9,051,661 | ' | 1,621,349 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 137,771 | 603,599 | 145,022 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | ' | ' | ' | ' | ' | ' | 1,300,000 | 600,000 | ' | ' | ' | 2,300,000 | ' | ' | 500,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest, Issuance of Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 711,190 | 73,000,000 | 76,000,000 | ' | ' | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Oversight Fees Earned by Related Party, Percentage of Benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 4.00% | 1.00% | ' | ' | ' |
Related Party Transactions, Property Management Services Service Period Extension, Days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Administrative Support Agreement Period, Years | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Cumulative Capital Investment Return | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 557,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Proceeds from Related Party | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | 98,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Ownership Holding Period, Years | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Noncontrolling Interests | ' | 3,035,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions from affiliate | 0 | ' | ' | 0 | 2,000 | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ARCP OP Units Issued to Special Limited Partnership | ' | 56,797 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale Debt Securities, Amortized Cost Basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 41,747,000 |
Investment securities, at fair value | ' | $9,480,000 | ' | $41,654,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,480,000 | $41,654,000 |
Related_Party_Transactions_and3
Related Party Transactions and Arrangements (Schedule of Selling Commissions and Dealer Manager Fees) (Details) (Dealer Manager [Member], Realty Capital Securities, LLC [Member], Sales Commissions and Fees [Member], USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Dealer Manager [Member] | Realty Capital Securities, LLC [Member] | Sales Commissions and Fees [Member] | ' | ' | ' | ' | ' | ' |
Schedule of Selleing Commission and Dealer Manager Fees [Line Items] | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | $0 | $80,739 | $0 | $160,530 | $160,614 | $11,464 |
Payable | $0 | ' | $0 | ' | $0 | $92 |
Related_Party_Transactions_and4
Related Party Transactions and Arrangements (Schedule of Offering Costs Reimbursements to Related Parties) (Details) (Manager [Member], ARC Properties Advisors, LLC [Member], Fees and Expense Reimbursement, Stock Offering [Member], USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Manager [Member] | ARC Properties Advisors, LLC [Member] | Fees and Expense Reimbursement, Stock Offering [Member] | ' | ' | ' | ' | ' | ' |
Schedule of Offering Costs Reimbursements to Related Parties [Line Items] | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | $814 | ($3,473) | $1,951 | $16,808 | $16,264 | $4,383 |
Payable | $0 | ' | $0 | ' | $0 | $220 |
Related_Party_Transactions_and5
Related Party Transactions and Arrangements (Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |||||
Operation Fees and Reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Payable | $23 | ' | $23 | ' | $382 | $37 | |||||
Incurred [Member] | Operation Fees and Reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 3,970 | 10,095 | 28,511 | 22,103 | 34,804 | 2,311 | |||||
Forgiven [Member] | Operation Fees and Reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 3,739 | 528 | 6,908 | 1,969 | 3,512 | 289 | |||||
Nonrecurring Fees [Member] | Acquisition and Related Expenses [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Payable | 0 | [1] | ' | 0 | [1] | ' | 364 | [1] | 37 | ||
Nonrecurring Fees [Member] | Financing fees and related cost reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Payable | 0 | ' | 0 | ' | 0 | 0 | |||||
Nonrecurring Fees [Member] | Other Expense Reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Payable | 0 | ' | 0 | ' | 18 | 0 | |||||
Nonrecurring Fees [Member] | Incurred [Member] | Acquisition and Related Expenses [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 86 | [1] | 4,529 | [1] | 3,190 | [1] | 9,712 | [1] | 27,138 | 1,692 | |
Nonrecurring Fees [Member] | Incurred [Member] | Financing fees and related cost reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 0 | 1,424 | 7,500 | 2,683 | 3,350 | 182 | |||||
Nonrecurring Fees [Member] | Incurred [Member] | Other Expense Reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 42 | 3,614 | 8,359 | 7,527 | 592 | 148 | |||||
Nonrecurring Fees [Member] | Forgiven [Member] | Acquisition and Related Expenses [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | 0 | 0 | |
Nonrecurring Fees [Member] | Forgiven [Member] | Financing fees and related cost reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Nonrecurring Fees [Member] | Forgiven [Member] | Other Expense Reimbursements [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Recurring Fees [Member] | Base Management Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Payable | 0 | [2] | ' | 0 | [2] | ' | 0 | [2] | 0 | ||
Recurring Fees [Member] | Incentive Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Payable | 23 | ' | 23 | ' | 0 | 0 | |||||
Recurring Fees [Member] | Property Management Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Payable | 0 | [2] | ' | 0 | [2] | ' | 0 | [2] | 0 | ||
Recurring Fees [Member] | Incurred [Member] | Base Management Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 3,739 | [2] | 278 | [2] | 8,393 | [2] | 1,725 | [2] | 2,035 | 274 | |
Recurring Fees [Member] | Incurred [Member] | Incentive Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 103 | 0 | 270 | 0 | 771 | 0 | |||||
Recurring Fees [Member] | Incurred [Member] | Property Management Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 0 | [2] | 250 | [2] | 799 | [2] | 456 | [2] | 918 | 15 | |
Recurring Fees [Member] | Forgiven [Member] | Base Management Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 3,739 | [2] | 278 | [2] | 6,109 | [2] | 1,513 | [2] | 1,823 | 274 | |
Recurring Fees [Member] | Forgiven [Member] | Incentive Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | 0 | 0 | 0 | 0 | 771 | 0 | |||||
Recurring Fees [Member] | Forgiven [Member] | Property Management Fees [Member] | ' | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | |||||
Related party operation fees and reimbursements | $0 | [2] | $250 | [2] | $799 | [2] | $456 | [2] | $918 | $15 | |
[1] | In conjunction with the ARCT III Merger, the payment of acquisition fees was terminated, however for properties that were in ARCP's or ARCT III's pipeline at the ARCT III Merger date, the fees were paid as the Manager had sourced and negotiated the purchase price prior to the ARCT III Merger. | ||||||||||
[2] | The amounts incurred and paid were recognized in merger and other transaction related costs during the nine months ended September 30, 2013 as they relate to the ARCT III Merger. |
Related_Party_Transactions_and6
Related Party Transactions and Arrangements (Schedule of General and Administrative Expenses Absorbed) (Details) (Absorbed General and Administrative Expenses [Member], Manager [Member], ARC Properties Advisors, LLC [Member], USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Absorbed General and Administrative Expenses [Member] | Manager [Member] | ARC Properties Advisors, LLC [Member] | ' | ' | ' | ' | ' | ' |
Schedule of General and Administrative Expenses Absorbed [Line Items] | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Amounts of Transaction | $0 | $0 | $0 | $234 | $234 | $20 |
Due from Related Parties | $0 | ' | $0 | ' | $0 | $0 |
Net_Loss_Per_Share_Schedule_of
Net Loss Per Share (Schedule of Earnings Per Share, Basic and Diluted)(Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net loss from continuing operations attributable to stockholders | $0 | ($59,154) | ($14,351) | ($12,687) | ($6,993) | ($4,706) | ($2,647) | ($1,122) | ($82) | ($32) | ($248,840) | ($24,310) | ($38,700) | ($3,883) | ||||
Less: dividends declared on preferred shares | ' | -53 | -158 | -140 | -70 | 0 | ' | ' | ' | ' | -368 | -210 | -368 | 0 | ||||
Net loss from continuing operations attributable to common stockholders | ' | -59,207 | -14,509 | -12,827 | -7,063 | -4,706 | ' | ' | ' | ' | -249,208 | -24,520 | -36,068 | -3,883 | ||||
Net income (loss) from discontinued operations attributable to common stockholders | 0 | 91 | -259 | -3 | -77 | -322 | -808 | -8 | 0 | 0 | 164 | -478 | -699 | -816 | ||||
Net loss attributable to common stockholders | ' | ($59,116) | ($14,768) | ($12,830) | ($7,140) | ($5,028) | ($3,455) | ($1,130) | ($82) | ($32) | ($249,044) | ($24,998) | ($39,767) | ($4,699) | ||||
Weighted average common shares outstanding | ' | 1,884,807,219 | [1] | 178,480,894 | 138,323,562 | [1] | 68,312,582 | 23,609,509 | 12,553,958 | 2,166,783 | 20,000 | 20,000 | 166,970,341 | [1] | 76,950,157 | [1] | 102,513,974 | 3,720,351 |
Basic and diluted net loss per share from continuing operations attributable to common stockholders | $0 | ($0.32) | ($0.08) | ($0.09) | ($0.10) | ($0.20) | ($0.28) | ($0.52) | ($4.10) | ($1.60) | ($1.49) | ($0.31) | ($0.38) | ($1.04) | ||||
Basic and diluted net loss per share from discontinued operations attributable to stockholders | ' | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | $0 | ($0.01) | ($0.01) | ($0.22) | ||||
Basic and diluted net loss per share attributable to common stockholders | $0 | ($0.32) | ($0.08) | ($0.09) | ($0.10) | ($0.21) | ($0.22) | ($0.52) | ($4.10) | ($1.60) | ($1.49) | ($0.32) | ($0.39) | ($1.26) | ||||
Antidilutive securtities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,051,661 | ' | 1,621,349 | ' | ||||
Restricted Unvested Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Antidilutive securtities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 643,000 | ' | 214,433 | ' | ||||
Class B Units [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Antidilutive securtities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 137,771 | ' | ||||
Series A Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Antidilutive securtities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 545,454 | ' | ||||
Series B Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Antidilutive securtities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 283,018 | ' | ||||
Preferred Class C [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Antidilutive securtities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,398,213 | ' | ' | ' | ||||
Convertible Notes [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Antidilutive securtities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,539,550 | ' | ' | ' | ||||
Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,315,016 | ' | 181,479 | ' | ||||
Common Stock [Member] | ARCT III Shares Repurchased [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,700,000 | ' | ' | ' | ||||
[1] | Weighted average shares for the nine months ended September 30, 2013 are adjusted on a pro forma basis as if the purchase of 27.7 million shares of ARCT III common stock for cash, purchased in conjunction with the ARCT III Merger, had been completed at the beginning of the period. Weighted average shares for the nine months ended September 30, 2013, excluding this pro forma adjustment, were 172,798,170 and net loss per share was $1.44 per share, basic and diluted. |
Discontinued_Operations_and_Pr1
Discontinued Operations and Properties Held for Sale (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 03, 2012 | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
property | property | ||||||
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of Real Estate Properties | ' | ' | 2 | 2 | ' | ' | ' |
Disposal Group, Including Discontinued Operation, Revenue | ' | ' | ' | $400 | ' | ' | ' |
Disposal Group, Including Discontinued Operation, Agreed Upon Sales Price | ' | ' | ' | 700 | ' | ' | ' |
Proceeds from sale of property held for sale | 600 | 0 | 6,300 | ' | 553 | 553 | 0 |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 500 | ' | 900 | ' | ' | ' | ' |
Impairment Loss on Held For Sale Properties | $100 | ' | ' | ' | ' | ' | ' |
Occupied [Member] | ' | ' | ' | ' | ' | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of Real Estate Properties | ' | ' | 1 | 1 | ' | ' | ' |
Vacant [Member] | ' | ' | ' | ' | ' | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of Real Estate Properties | ' | ' | 1 | 1 | ' | 1 | 2 |
Quarterly_Results_Unaudited_De
Quarterly Results (Unaudited) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Revenues | $0 | $60,884 | $30,075 | $18,816 | $11,534 | $6,240 | $3,331 | $584 | $0 | $0 | $145,915 | $36,486 | $66,793 | $3,970 | ||||
Net loss from continuing operations attributable to stockholders | 0 | -59,154 | -14,351 | -12,687 | -6,993 | -4,706 | -2,647 | -1,122 | -82 | -32 | -248,840 | -24,310 | -38,700 | -3,883 | ||||
Dividends, Preferred Stock | ' | 53 | 158 | 140 | 70 | 0 | ' | ' | ' | ' | 368 | 210 | 368 | 0 | ||||
Net loss from continuing operations attributable to common stockholders | ' | -59,207 | -14,509 | -12,827 | -7,063 | -4,706 | ' | ' | ' | ' | -249,208 | -24,520 | -36,068 | -3,883 | ||||
Net income (loss) from discontinued operations attributable to stockholders | 0 | 91 | -259 | -3 | -77 | -322 | -808 | -8 | 0 | 0 | 164 | -478 | -699 | -816 | ||||
Net loss attributable to common stockholders | ' | ($59,116) | ($14,768) | ($12,830) | ($7,140) | ($5,028) | ($3,455) | ($1,130) | ($82) | ($32) | ($249,044) | ($24,998) | ($39,767) | ($4,699) | ||||
Weighted average common shares outstanding | ' | 1,884,807,219 | [1] | 178,480,894 | 138,323,562 | [1] | 68,312,582 | 23,609,509 | 12,553,958 | 2,166,783 | 20,000 | 20,000 | 166,970,341 | [1] | 76,950,157 | [1] | 102,513,974 | 3,720,351 |
Basic and diluted net loss per share from continuing operations attributable to common stockholders | $0 | ($0.32) | ($0.08) | ($0.09) | ($0.10) | ($0.20) | ($0.28) | ($0.52) | ($4.10) | ($1.60) | ($1.49) | ($0.31) | ($0.38) | ($1.04) | ||||
Basic and diluted net loss per share from discontinued operations attributable to stockholders | ' | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | $0 | ($0.01) | ($0.01) | ($0.22) | ||||
Basic and diluted net loss per share attributable to common stockholders | $0 | ($0.32) | ($0.08) | ($0.09) | ($0.10) | ($0.21) | ($0.22) | ($0.52) | ($4.10) | ($1.60) | ($1.49) | ($0.32) | ($0.39) | ($1.26) | ||||
[1] | Weighted average shares for the nine months ended September 30, 2013 are adjusted on a pro forma basis as if the purchase of 27.7 million shares of ARCT III common stock for cash, purchased in conjunction with the ARCT III Merger, had been completed at the beginning of the period. Weighted average shares for the nine months ended September 30, 2013, excluding this pro forma adjustment, were 172,798,170 and net loss per share was $1.44 per share, basic and diluted. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 28 Months Ended | 0 Months Ended | 4 Months Ended | 9 Months Ended | 1 Months Ended | 4 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||||||||||||
Nov. 07, 2011 | Jul. 09, 2012 | Dec. 31, 2010 | Nov. 02, 2011 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Jan. 29, 2013 | Jun. 18, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 07, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 04, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Sep. 30, 2013 | Jan. 24, 2013 | Jan. 29, 2013 | Nov. 06, 2013 | 7-May-13 | Dec. 31, 2012 | Sep. 30, 2013 | Oct. 22, 2013 | Oct. 22, 2013 | Oct. 22, 2013 | ||||||||
property | property | property | property | property | property | property | Affiliated Entity [Member] | 2013 Acquisitons [Member] | 2013 Acquisitons [Member] | At the Market Offering [Member] | At the Market Offering [Member] | Public Equity Offering [Member] | Public Equity Offering [Member] | Property Acquisition [Member] | Property Acquisition [Member] | Property Acquisition [Member] | Underwriter's Option to Purchase Addtional Notes, Proceeds [Member] | Barclays Bank PLC [Member] | Base Rate [Member] | Eurodollar [Member] | |||||||||||||||||
sqft | property | sqft | property | sqft | Secured Debt [Member] | Barclays Bank PLC [Member] | Barclays Bank PLC [Member] | ||||||||||||||||||||||||||||||
property | sqft | property | sqft | Secured Debt [Member] | Secured Debt [Member] | ||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Long-term Debt | ' | ' | ' | ' | $269,891,000 | ' | ' | ' | ' | $269,891,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,175,000,000 | ' | ' | |||||||
Proceeds from issuance of convertible debt | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | 310,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | |||||||
Number of Real Estate Properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 654 | 131 | 654 | ' | ' | 1,219 | [1] | 653 | ' | ' | ' | ' | 1,328 | 721 | [2] | 653 | [2] | ' | ' | ' | ' | ||||
Number of Properties Acquired | ' | ' | ' | ' | 38 | ' | 207 | ' | ' | 528 | [3] | 377 | ' | 524 | [4] | 129 | 653 | ' | ' | ' | ' | ' | ' | ' | ' | 109 | 68 | ' | ' | ' | ' | ' | |||||
Square feet of property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,399,857 | [1] | 15,421,465 | [1] | ' | ' | ' | ' | 34,024,450 | [1] | 16,955,023 | [2] | 15,421,465 | [2] | ' | ' | ' | ' | ||
Square feet of acquired property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,624,593 | 1,533,558 | ' | ' | ' | ' | ' | |||||||
Real Estate Investment, Aggregate Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,033,684,000 | [1],[5] | 1,798,436,000 | [1],[5] | ' | ' | ' | ' | 5,160,125,000 | [1],[5] | 2,112,123,000 | [2],[5] | 1,798,436,000 | [2],[5] | ' | ' | ' | ' | ||
Real Estate Investment Property, at Cost, Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,126,441,000 | [5] | 313,687,000 | [5] | ' | ' | ' | ' | ' | |||||
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 3.00% | |||||||
Shares issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | 553,000 | ' | 1,800,000 | 2,070,000 | ' | ' | ' | ' | ' | ' | ' | |||||||
Shares issued price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.02 | ' | $13.47 | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Issuance of treasury stock upon exercise of employee stock options, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 270,000 | ' | ' | ' | ' | ' | ' | ' | |||||||
Proceeds from issuances of common stock | 800,000 | 46,000,000 | 0 | 15,800,000 | ' | 800,000 | ' | 26,700,000 | 30,300,000 | 490,577,000 | 1,653,988,000 | 67,400,000 | 1,658,776,000 | 122,993,000 | ' | 146,400,000 | ' | ' | ' | 8,900,000 | 8,900,000 | ' | 26,500,000 | ' | ' | ' | ' | ' | ' | ' | |||||||
Remaining Equity Offering, At the Market Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Proceeds from sale of investment securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | $44,188,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
[1] | Total portfolio excludes one vacant property contributed in September 2011, which was classified as held for sale at September 30, 2013. | ||||||||||||||||||||||||||||||||||||
[2] | Total portfolio excludes one vacant property contributed in September 2011 which was classified as held for sale at December 31, 2012. | ||||||||||||||||||||||||||||||||||||
[3] | Excludes 38 properties comprised of $57.4 million of net investments subject to direct financing leases. | ||||||||||||||||||||||||||||||||||||
[4] | Buildings, fixtures and improvements have been provisionally allocated for two properties with an aggregate purchase price of $183.9 million pending receipt of the cost segregation analyses on such assets being prepared by a third party specialist. | ||||||||||||||||||||||||||||||||||||
[5] | Contract purchase price, excluding acquisition and transaction related costs. |