Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | VEREIT, Inc. | |
Entity Central Index Key | 1,507,385 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 904,960,924 | |
VEREIT Operating Partnership, L.P. [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | VEREIT Operating Partnership, L.P. | |
Entity Central Index Key | 1,528,059 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate investments, at cost: | ||
Land | $ 3,257,396 | $ 3,472,298 |
Buildings, fixtures and improvements | 11,615,474 | 12,307,758 |
Land and construction in progress | 37,356 | 77,450 |
Intangible lease assets | 2,313,369 | 2,435,054 |
Total real estate investments, at cost | 17,223,595 | 18,292,560 |
Less: accumulated depreciation and amortization | 1,595,667 | 1,034,122 |
Total real estate investments, net | 15,627,928 | 17,258,438 |
Investment in unconsolidated entities | 57,247 | 98,053 |
Investment in direct financing leases, net | 49,244 | 56,076 |
Investment securities, at fair value | 54,455 | 58,646 |
Loans held for investment, net | 40,002 | 42,106 |
Cash and cash equivalents | 171,659 | 416,711 |
Restricted cash | 47,775 | 62,651 |
Intangible assets, net | 127,835 | 150,359 |
Deferred costs and other assets, net | 385,806 | 389,922 |
Goodwill | 1,828,005 | 1,894,794 |
Due from affiliates | 66,981 | 86,122 |
Assets held for sale | 247,951 | 1,261 |
Total assets | 18,704,888 | 20,515,139 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Mortgage notes payable and other debt, net | 3,210,413 | 3,805,761 |
Corporate bonds, net | 2,547,059 | 2,546,499 |
Convertible debt, net | 981,031 | 977,521 |
Credit facility | 2,110,000 | 3,184,000 |
Below-market lease liabilities, net | 264,232 | 317,838 |
Accounts payable and accrued expenses | 164,204 | 163,025 |
Deferred rent, derivative and other liabilities | 114,343 | 127,611 |
Distributions payable | 137,647 | 9,995 |
Due to affiliates | 241 | 559 |
Mortgage notes payable associated with assets held for sale | 118,493 | 0 |
Total liabilities | 9,647,663 | 11,132,809 |
Commitments and contingencies (Note 14) | 0 | 0 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock | 428 | 428 |
Common stock | 9,050 | 9,055 |
Additional paid-in-capital | 11,928,184 | 11,920,253 |
Accumulated other comprehensive (loss) income | (9,806) | 2,728 |
Accumulated deficit | (3,085,906) | (2,778,576) |
Total stockholders’ equity | 8,841,950 | 9,153,888 |
Non-controlling interests | 215,275 | 228,442 |
Total equity | 9,057,225 | 9,382,330 |
Total liabilities and equity | 18,704,888 | 20,515,139 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 3,257,396 | 3,472,298 |
Buildings, fixtures and improvements | 11,615,474 | 12,307,758 |
Land and construction in progress | 37,356 | 77,450 |
Intangible lease assets | 2,313,369 | 2,435,054 |
Total real estate investments, at cost | 17,223,595 | 18,292,560 |
Less: accumulated depreciation and amortization | 1,595,667 | 1,034,122 |
Total real estate investments, net | 15,627,928 | 17,258,438 |
Investment in unconsolidated entities | 57,247 | 98,053 |
Investment in direct financing leases, net | 49,244 | 56,076 |
Investment securities, at fair value | 54,455 | 58,646 |
Loans held for investment, net | 40,002 | 42,106 |
Cash and cash equivalents | 171,659 | 416,711 |
Restricted cash | 47,775 | 62,651 |
Intangible assets, net | 127,835 | 150,359 |
Deferred costs and other assets, net | 385,806 | 389,922 |
Goodwill | 1,828,005 | 1,894,794 |
Due from affiliates | 66,981 | 86,122 |
Assets held for sale | 247,951 | 1,261 |
Total assets | 18,704,888 | 20,515,139 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Mortgage notes payable and other debt, net | 3,210,413 | 3,805,761 |
Corporate bonds, net | 2,547,059 | 2,546,499 |
Convertible debt, net | 981,031 | 977,521 |
Credit facility | 2,110,000 | 3,184,000 |
Below-market lease liabilities, net | 264,232 | 317,838 |
Accounts payable and accrued expenses | 164,204 | 163,025 |
Deferred rent, derivative and other liabilities | 114,343 | 127,611 |
Distributions payable | 137,647 | 9,995 |
Due to affiliates | 241 | 559 |
Mortgage notes payable associated with assets held for sale | 118,493 | 0 |
Total liabilities | 9,647,663 | 11,132,809 |
Commitments and contingencies (Note 14) | 0 | 0 |
STOCKHOLDERS’ EQUITY | ||
Total partners’ equity | 9,039,600 | 9,358,631 |
Non-controlling interests | 17,625 | 23,699 |
Total equity | 9,057,225 | 9,382,330 |
Total liabilities and equity | 18,704,888 | 20,515,139 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
STOCKHOLDERS’ EQUITY | ||
General partners' capital account | 943,067 | 996,987 |
Limited partners' capital account | 3,375 | 3,375 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
General partners' capital account | 7,899,149 | 8,157,167 |
Limited partners' capital account | $ 194,009 | $ 201,102 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Convertible preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Convertible preferred stock, shares issued (shares) | 42,834,138 | 42,834,138 |
Convertible preferred stock, shares outstanding (shares) | 42,834,138 | 42,834,138 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 904,960,234 | 905,530,431 |
Common stock, shares outstanding (shares) | 904,960,234 | 905,530,431 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
General partners', units issued (shares) | 42,834,138 | 42,834,138 |
General partners', units outstanding (shares) | 42,834,138 | 42,834,138 |
Limited partners', units issued (shares) | 86,874 | 86,874 |
Limited partners', units outstanding (shares) | 86,874 | 86,874 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
General partners', units issued (shares) | 904,960,234 | 905,530,431 |
General partners', units outstanding (shares) | 904,960,234 | 905,530,431 |
Limited partners', units issued (shares) | 23,763,797 | 23,763,797 |
Limited partners', units outstanding (shares) | 23,763,797 | 23,763,797 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues: | |||||
Rental income | $ 333,766 | $ 365,712 | $ 1,017,708 | $ 924,646 | |
Direct financing lease income | 659 | 625 | 2,097 | 2,812 | |
Operating expense reimbursements | 22,983 | 30,984 | 71,269 | 81,716 | |
Cole Capital revenue | 27,546 | 59,797 | 81,569 | 151,276 | |
Total revenues | 384,954 | 457,118 | 1,172,643 | 1,160,450 | |
Operating expenses: | |||||
Cole Capital reallowed fees and commissions | 3,896 | 15,398 | 9,637 | 56,902 | |
Acquisition related | [1] | 1,764 | 13,998 | 5,509 | 34,616 |
Merger and other non-routine transactions | [2] | 8,957 | 7,632 | 42,244 | 175,352 |
Property operating | 31,950 | 40,977 | 95,547 | 110,018 | |
Management fees to affiliates | 0 | 0 | 0 | 13,888 | |
General and administrative | [3] | 32,842 | 30,213 | 99,906 | 122,806 |
Depreciation and amortization | 208,542 | 265,150 | 645,196 | 689,731 | |
Impairments | 0 | 2,299 | 85,341 | 3,855 | |
Total operating expenses | 287,951 | 375,667 | 983,380 | 1,207,168 | |
Operating income (loss) | 97,003 | 81,451 | 189,263 | (46,718) | |
Other (expense) income: | |||||
Interest expense, net | (89,530) | (101,643) | (275,801) | (326,491) | |
Extinguishment and forgiveness of debt, net | 0 | (5,396) | 5,302 | (21,264) | |
Other income, net | 3,401 | 8,687 | 12,791 | 17,104 | |
Gain on disposition of interest in joint venture | 6,729 | 0 | 6,729 | 0 | |
Loss on derivative instruments, net | (1,420) | (17,484) | (2,137) | (10,398) | |
Gain on sale of investments | 0 | 6,357 | 0 | 6,357 | |
Total other expenses, net | (80,820) | (109,479) | (253,116) | (334,692) | |
Income (loss) before income and franchise taxes and loss on disposition of real estate and held for sale assets | 16,183 | (28,028) | (63,853) | (381,410) | |
Loss on disposition of real estate and held for sale assets, net | (6,542) | (256,894) | (62,584) | (275,768) | |
Income (loss) before income and franchise taxes | 9,641 | (284,922) | (126,437) | (657,178) | |
(Provision for) benefit from income and franchise taxes | (1,500) | (3,125) | (4,824) | 6,693 | |
Net income (loss) | 8,141 | (288,047) | (131,261) | (650,485) | |
Net (income) loss attributable to non-controlling interests | (612) | 7,649 | 2,298 | 23,923 | |
Net loss attributable to the Company / OP | $ 7,529 | $ (280,398) | $ (128,963) | $ (626,562) | |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.01) | $ (0.35) | $ (0.20) | $ (0.94) | |
Distributions declared per common share / unit (in dollars per share) | $ 0.14 | $ 0.25 | $ 0.14 | $ 0.79 | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Revenues: | |||||
Rental income | $ 333,766 | $ 365,712 | $ 1,017,708 | $ 924,646 | |
Direct financing lease income | 659 | 625 | 2,097 | 2,812 | |
Operating expense reimbursements | 22,983 | 30,984 | 71,269 | 81,716 | |
Cole Capital revenue | 27,546 | 59,797 | 81,569 | 151,276 | |
Total revenues | 384,954 | 457,118 | 1,172,643 | 1,160,450 | |
Operating expenses: | |||||
Cole Capital reallowed fees and commissions | 3,896 | 15,398 | 9,637 | 56,902 | |
Acquisition related | [4] | 1,764 | 13,998 | 5,509 | 34,616 |
Merger and other non-routine transactions | [5] | 8,957 | 7,632 | 42,244 | 175,352 |
Property operating | 31,950 | 40,977 | 95,547 | 110,018 | |
Management fees to affiliates | 0 | 0 | 0 | 13,888 | |
General and administrative | [6] | 32,842 | 30,213 | 99,906 | 122,806 |
Depreciation and amortization | 208,542 | 265,150 | 645,196 | 689,731 | |
Impairments | 0 | 2,299 | 85,341 | 3,855 | |
Total operating expenses | 287,951 | 375,667 | 983,380 | 1,207,168 | |
Operating income (loss) | 97,003 | 81,451 | 189,263 | (46,718) | |
Other (expense) income: | |||||
Interest expense, net | (89,530) | (101,643) | (275,801) | (326,491) | |
Extinguishment and forgiveness of debt, net | 0 | (5,396) | 5,302 | (21,264) | |
Other income, net | 3,401 | 8,687 | 12,791 | 17,104 | |
Gain on disposition of interest in joint venture | 6,729 | 0 | 6,729 | 0 | |
Loss on derivative instruments, net | (1,420) | (17,484) | (2,137) | (10,398) | |
Gain on sale of investments | 0 | 6,357 | 0 | 6,357 | |
Total other expenses, net | (80,820) | (109,479) | (253,116) | (334,692) | |
Income (loss) before income and franchise taxes and loss on disposition of real estate and held for sale assets | 16,183 | (28,028) | (63,853) | (381,410) | |
Loss on disposition of real estate and held for sale assets, net | (6,542) | (256,894) | (62,584) | (275,768) | |
Income (loss) before income and franchise taxes | 9,641 | (284,922) | (126,437) | (657,178) | |
(Provision for) benefit from income and franchise taxes | (1,500) | (3,125) | (4,824) | 6,693 | |
Net income (loss) | 8,141 | (288,047) | (131,261) | (650,485) | |
Net (income) loss attributable to non-controlling interests | (404) | (155) | (1,197) | (235) | |
Net loss attributable to the Company / OP | $ 7,737 | $ (288,202) | $ (132,458) | $ (650,720) | |
Basic and diluted net loss from continuing operations per unit attributable to common unitholders (in dollars per share) | $ (0.01) | $ (0.35) | $ (0.20) | $ (0.94) | |
Distributions declared per common share / unit (in dollars per share) | $ 0.14 | $ 0.25 | $ 0.14 | $ 0.79 | |
[1] | Includes $1.7 million of expenses incurred during the nine months ended September 30, 2014, paid to affiliates. No such expenses were incurred during the three months ended September 30, 2014 or the three and nine months ended September 30, 2015. | ||||
[2] | Includes $137.8 million of expenses incurred during the nine months ended September 30, 2014, paid to affiliates. No such expenses were incurred during the three months ended September 30, 2014 or the three and nine months ended September 30, 2015. | ||||
[3] | Includes $60,000 and $16.1 million of expenses incurred during the three and nine months ended September 30, 2014, respectively, paid to affiliates. No such expenses were incurred during the three and nine months ended September 30, 2015. | ||||
[4] | Includes $1.7 million of expenses incurred during the nine months ended September 30, 2014, paid to affiliates. No such expenses were incurred during the three months ended September 30, 2014 or the three and nine months ended September 30, 2015. | ||||
[5] | Includes $137.8 million of expenses incurred during the nine months ended September 30, 2014, paid to affiliates. No such expenses were incurred during the three months ended September 30, 2014 or the three and nine months ended September 30, 2015. | ||||
[6] | Includes $60,000 and $16.1 million of expenses incurred during the three and nine months ended September 30, 2014, respectively, paid to affiliates. No such expenses were incurred during the three and nine months ended September 30, 2015. |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Footnotes) - Affiliated Entity [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Acquisition related expenses [Member] | ||||
Related party expenses | $ 0 | $ 0 | $ 0 | $ 1,700,000 |
Merger and other non-routine transactions [Member] | ||||
Related party expenses | 0 | 0 | 0 | 137,778,000 |
General and administrative expenses [Member] | ||||
Related party expenses | 0 | 60,000 | 0 | 16,089,000 |
VEREIT Operating Partnership, L.P. [Member] | Acquisition related expenses [Member] | ||||
Related party expenses | 0 | 0 | 0 | 1,700,000 |
VEREIT Operating Partnership, L.P. [Member] | Merger and other non-routine transactions [Member] | ||||
Related party expenses | 0 | 0 | 0 | 137,800,000 |
VEREIT Operating Partnership, L.P. [Member] | General and administrative expenses [Member] | ||||
Related party expenses | $ 0 | $ 60,000 | $ 0 | $ 16,100,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income (loss) | $ 8,141 | $ (288,047) | $ (131,261) | $ (650,485) |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on interest rate derivatives | (10,076) | 5,800 | (21,057) | (7,896) |
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense | 2,787 | 2,669 | 8,316 | 6,784 |
Unrealized (loss) gain on investment securities, net | (918) | 725 | (232) | 9,698 |
Reclassification of previous unrealized (loss) gain on investment securities into net loss | 0 | (7,652) | 110 | (7,652) |
Total other comprehensive (loss) income | (8,207) | 1,542 | (12,863) | 934 |
Total comprehensive loss | (66) | (286,505) | (144,124) | (649,551) |
Comprehensive (income) loss attributable to non-controlling interests | (283) | 7,649 | 2,627 | 23,923 |
Total comprehensive loss attributable to the Company / OP | (349) | (278,856) | (141,497) | (625,628) |
VEREIT Operating Partnership, L.P. [Member] | ||||
Net income (loss) | 8,141 | (288,047) | (131,261) | (650,485) |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on interest rate derivatives | (10,076) | 5,800 | (21,057) | (7,896) |
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense | 2,787 | 2,669 | 8,316 | 6,784 |
Unrealized (loss) gain on investment securities, net | (918) | 725 | (232) | 9,698 |
Reclassification of previous unrealized (loss) gain on investment securities into net loss | 0 | (7,652) | 110 | (7,652) |
Total other comprehensive (loss) income | (8,207) | 1,542 | (12,863) | 934 |
Total comprehensive loss | (66) | (286,505) | (144,124) | (649,551) |
Comprehensive (income) loss attributable to non-controlling interests | (404) | (155) | (1,197) | (235) |
Total comprehensive loss attributable to the Company / OP | $ (470) | $ (286,660) | $ (145,321) | $ (649,786) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Series D Preferred Stock [Member] | Preferred Stock [Member] | Common Units [Member] | Preferred OP Units [Member] | Member Units [Member] | Cumulative Preferred Stock [Member] | Total Stockholders' Equity | Total Stockholders' EquitySeries D Preferred Stock [Member] | Total Stockholders' EquityPreferred Stock [Member] | Total Stockholders' EquityCommon Units [Member] | Total Stockholders' EquityPreferred OP Units [Member] | Total Stockholders' EquityCumulative Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member]Preferred OP Units [Member] | Common Stock [Member] | Common Stock [Member]Common Units [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Common Units [Member] | Additional Paid-In Capital [Member]Preferred OP Units [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series D Preferred Stock [Member] | Accumulated Deficit [Member]Preferred Stock [Member] | Accumulated Deficit [Member]Cumulative Preferred Stock [Member] | Non-Controlling Interests [Member] | Non-Controlling Interests [Member]Common Units [Member] | Non-Controlling Interests [Member]Preferred OP Units [Member] | Non-Controlling Interests [Member]Member Units [Member] | |
Beginning balance (shares) at Dec. 31, 2013 | 42,199,547 | 239,234,725 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2013 | $ 2,229,228 | $ 2,073,430 | $ 422 | $ 2,392 | $ 2,940,907 | $ 7,666 | $ (877,957) | $ 155,798 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 32,805 | 23,183 | 23,183 | 9,622 | ||||||||||||||||||||||||||
Distributions declared on common stock | (593,846) | (593,846) | (593,846) | |||||||||||||||||||||||||||
Distributions to Common OP Units and non-controlling interests | (28,809) | (28,809) | ||||||||||||||||||||||||||||
Distributions | $ (3,617) | $ (80,749) | $ (3,617) | $ (80,749) | $ (3,617) | $ (80,749) | ||||||||||||||||||||||||
Net loss | (650,485) | (626,562) | (626,562) | (23,923) | ||||||||||||||||||||||||||
Other comprehensive loss | 934 | 934 | 934 | |||||||||||||||||||||||||||
Issuance of common stock (shares) | [1] | 662,305,318 | ||||||||||||||||||||||||||||
Issuance of common stock | [1] | 8,923,453 | 8,923,453 | $ 6,623 | 8,916,830 | |||||||||||||||||||||||||
Conversion of Units to Stock (shares) | 622,836 | 1,098,074 | ||||||||||||||||||||||||||||
Conversion of Units to Stock | $ 0 | $ 0 | $ 16,275 | $ 12,470 | $ 6 | $ 11 | $ 16,264 | $ 12,464 | $ (16,275) | $ (12,470) | ||||||||||||||||||||
Issuance of restricted share awards, net (shares) | 5,326,404 | |||||||||||||||||||||||||||||
Issuance of restricted share awards, net | (4,256) | (4,256) | $ 54 | (4,310) | 0 | |||||||||||||||||||||||||
Issuance of OP Units | $ 152,484 | $ 152,484 | ||||||||||||||||||||||||||||
Contributions from non-controlling interest holders | 982 | 982 | ||||||||||||||||||||||||||||
Non-controlling interests retained in Cole Merger | 24,766 | 24,766 | ||||||||||||||||||||||||||||
Ending balance (shares) at Sep. 30, 2014 | 42,822,383 | 907,964,521 | ||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2014 | 10,002,890 | 9,740,715 | $ 428 | $ 9,080 | 11,905,338 | 8,600 | (2,182,731) | 262,175 | ||||||||||||||||||||||
Beginning balance (shares) at Dec. 31, 2014 | 42,834,138 | 905,530,431 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2014 | $ 9,382,330 | 9,153,888 | $ 428 | $ 9,055 | 11,920,253 | 2,728 | (2,778,576) | 228,442 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Repurchases of common stock to settle tax obligation (shares) | (183,492) | (183,492) | ||||||||||||||||||||||||||||
Repurchases of common stock to settle tax obligation | $ (1,634) | (1,634) | $ (1) | (1,633) | ||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures (shares) | (386,705) | |||||||||||||||||||||||||||||
Equity-based compensation, net of forfeitures | 10,189 | 10,189 | $ (4) | 10,193 | 0 | |||||||||||||||||||||||||
Tax shortfall from equity-based compensation | (629) | (629) | (629) | |||||||||||||||||||||||||||
Distributions declared on common stock | (124,225) | (124,225) | (124,225) | |||||||||||||||||||||||||||
Distributions to Common OP Units and non-controlling interests | (16,879) | (16,879) | ||||||||||||||||||||||||||||
Distributions | $ (222) | $ (53,920) | $ (222) | $ (53,920) | $ (222) | $ (53,920) | ||||||||||||||||||||||||
Disposition of consolidated joint venture interest | 6,339 | 6,339 | ||||||||||||||||||||||||||||
Net loss | (131,261) | (128,963) | (128,963) | (2,298) | ||||||||||||||||||||||||||
Other comprehensive loss | (12,863) | (12,534) | (12,534) | (329) | ||||||||||||||||||||||||||
Ending balance (shares) at Sep. 30, 2015 | 42,834,138 | 904,960,234 | ||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2015 | $ 9,057,225 | $ 8,841,950 | $ 428 | $ 9,050 | $ 11,928,184 | $ (9,806) | $ (3,085,906) | $ 215,275 | ||||||||||||||||||||||
[1] | Includes $2.2 million issued to affiliates of the Former Manager (as defined in Note 15 – Equity) for the nine months ended September 30, 2014. |
CONSOLIDATED STATEMENTS OF CHA8
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - OP - USD ($) $ in Thousands | Total | VEREIT Operating Partnership, L.P. [Member] | VEREIT Operating Partnership, L.P. [Member]Affiliates of Former Manager [Member]Offering Related Costs [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Preferred Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Stock [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Stock [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Parent [Member] | VEREIT Operating Partnership, L.P. [Member]Noncontrolling Interest [Member] | ||
Beginning balance (shares) at Dec. 31, 2013 | 42,199,547 | 721,465 | 239,234,725 | 17,832,274 | |||||||
Beginning balance at Dec. 31, 2013 | $ 2,229,228 | $ 1,054,989 | $ 16,466 | $ 1,018,123 | $ 139,083 | $ 2,228,661 | $ 567 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Equity-based compensation, net of forfeitures (shares) | 10,744,697 | ||||||||||
Equity-based compensation, net of forfeitures | 32,805 | 23,183 | $ 9,622 | 32,805 | |||||||
Distributions to Common OP Units and non-controlling interests | $ (28,809) | (626,272) | (597,463) | (27,561) | (625,024) | (1,248) | |||||
Distributions to Preferred OP Units | (80,749) | $ (53,120) | (27,629) | (80,749) | |||||||
Net (loss) income | (650,485) | (650,485) | (626,562) | (24,158) | (650,720) | 235 | |||||
Other comprehensive loss | 934 | 934 | $ 899 | $ 35 | 934 | ||||||
Issuance of Common OP units, net (shares) | [1] | 662,305,318 | 7,956,297 | ||||||||
Issuance of common OP units, net | [1] | 9,075,937 | $ 8,923,453 | $ 152,484 | 9,075,937 | ||||||
Conversion of Units to units (shares) | 622,836 | (622,836) | 1,098,074 | (1,098,074) | |||||||
Conversion of Units to units | $ 12,470 | $ (12,470) | $ 16,275 | $ (16,275) | |||||||
Issuance of restricted share awards, net (shares) | 5,326,404 | ||||||||||
Issuance of restricted share awards, net | (4,256) | (4,256) | $ (4,256) | (4,256) | |||||||
Contributions from non-controlling interest holders | 982 | 982 | 982 | ||||||||
Non-controlling interests retained in Cole Merger | 24,766 | 24,766 | 24,766 | ||||||||
Ending balance (shares) at Sep. 30, 2014 | 42,822,383 | 98,629 | 907,964,521 | 35,435,194 | |||||||
Ending balance at Sep. 30, 2014 | 10,002,890 | $ 1,014,339 | $ 3,996 | $ 8,726,023 | $ 233,230 | 9,977,588 | 25,302 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Issuance of common stock | $ 8,923,453 | [2] | $ 2,200 | ||||||||
Beginning balance (shares) at Dec. 31, 2014 | 42,834,138 | 86,874 | 905,530,431 | 23,763,797 | |||||||
Beginning balance at Dec. 31, 2014 | 9,382,330 | $ 996,987 | $ 3,375 | $ 8,157,167 | $ 201,102 | 9,358,631 | 23,699 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Repurchases of common OP Units to settle tax obligation (shares) | (183,492) | (183,492) | |||||||||
Repurchases of common OP Units to settle tax obligation | $ (1,634) | (1,634) | $ (1,634) | (1,634) | |||||||
Equity-based compensation, net of forfeitures (shares) | (386,705) | ||||||||||
Equity-based compensation, net of forfeitures | 10,189 | $ 10,189 | 10,189 | ||||||||
Tax shortfall from equity-based compensation | (629) | (629) | (629) | ||||||||
Distributions to Common OP Units and non-controlling interests | (16,879) | (141,326) | (124,447) | (3,269) | (127,716) | (13,610) | |||||
Distributions to Preferred OP Units | (53,920) | $ (53,920) | (53,920) | ||||||||
Disposition of consolidated joint venture interest | 6,339 | 6,339 | 6,339 | ||||||||
Net (loss) income | (131,261) | (131,261) | (128,963) | (3,495) | (132,458) | 1,197 | |||||
Other comprehensive loss | $ (12,863) | (12,863) | $ (12,534) | $ (329) | (12,863) | ||||||
Ending balance (shares) at Sep. 30, 2015 | 42,834,138 | 86,874 | 904,960,234 | 23,763,797 | |||||||
Ending balance at Sep. 30, 2015 | $ 9,057,225 | $ 943,067 | $ 3,375 | $ 7,899,149 | $ 194,009 | $ 9,039,600 | $ 17,625 | ||||
[1] | Includes $2.2 million issued to affiliates of the Former Manager (as defined in Note 15 – Equity) for the nine months ended September 30, 2014. | ||||||||||
[2] | Includes $2.2 million issued to affiliates of the Former Manager (as defined in Note 15 – Equity) for the nine months ended September 30, 2014. |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (131,261) | $ (650,485) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Issuance of OP Units | 0 | 92,884 |
Depreciation and amortization | 660,715 | 744,545 |
Loss on real estate assets and interest in joint venture, net | 55,855 | 275,768 |
Impairments | 85,341 | 3,855 |
Equity-based compensation | 10,189 | 32,805 |
Equity in income of unconsolidated entities | (1,611) | (247) |
Distributions from unconsolidated entities | 9,578 | 6,149 |
Loss on derivative instruments | 2,137 | 10,398 |
Gain on sale and unrealized gains of investments securities | (65) | (6,357) |
Gain on extinguishment and forgiveness of debt | (5,307) | (14,637) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,503 | 1,147 |
Deferred costs and other assets | (59,509) | (116,614) |
Due from affiliates | 19,141 | (2,365) |
Accounts payable and accrued expenses | 6,679 | (53,434) |
Deferred rent, derivative and other liabilities | (24,939) | (20,748) |
Due to affiliates | (318) | (37,520) |
Net cash provided by operating activities | 628,128 | 265,144 |
Cash flows from investing activities: | ||
Investments in real estate and other assets | (10,207) | (3,517,290) |
Acquisition of real estate businesses, net of cash acquired | 0 | (756,232) |
Capital expenditures and leasing costs | (10,880) | (33,378) |
Real estate developments | (51,863) | (33,610) |
Principal repayments received from borrowers | 6,043 | 5,091 |
Investments in unconsolidated entities | 0 | (2,699) |
Proceeds from disposition of interest in joint venture | 43,041 | 0 |
Proceeds from disposition of real estate assets, net | 370,229 | 129,212 |
Investment in leasehold improvements, property and equipment | 0 | (11,074) |
Proceeds from sale of investments | 229 | 159,049 |
Deposits for real estate assets | (15,105) | (205,896) |
Uses and refunds of deposits for real estate assets | 42,619 | 278,362 |
Line of credit advances to affiliates | (10,000) | (130,300) |
Line of credit repayments from affiliates | 10,000 | 80,300 |
Change in restricted cash | 10,488 | (18,709) |
Net cash provided by (used in) investing activities | 384,594 | (4,057,174) |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 1,379 | 1,007,787 |
Payments on mortgage notes payable and other debt | (113,570) | (1,137,329) |
Proceeds from credit facilities | 0 | 5,689,000 |
Payments on credit facilities | (1,074,000) | (4,708,800) |
Proceeds from corporate bonds | 0 | 2,545,760 |
Payments of deferred financing costs | (2,412) | (92,233) |
Repurchases of common stock/units for tax obligation | (1,634) | 0 |
Proceeds from issuances of common stock/OP units, net of offering costs | 0 | 1,593,345 |
Redemption of Series D Preferred Stock/Units | 0 | (316,126) |
Contributions from non-controlling interest holders | 0 | 982 |
Distributions paid | (67,537) | (697,771) |
Net cash (used in) provided by financing activities | (1,257,774) | 3,884,615 |
Net change in cash and cash equivalents | (245,052) | 92,585 |
Cash and cash equivalents, beginning of period | 416,711 | 52,725 |
Cash and cash equivalents, end of period | 171,659 | 145,310 |
VEREIT Operating Partnership, L.P. [Member] | ||
Cash flows from operating activities: | ||
Net loss | (131,261) | (650,485) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Issuance of OP Units | 0 | 92,884 |
Depreciation and amortization | 660,715 | 744,545 |
Loss on real estate assets and interest in joint venture, net | 55,855 | 275,768 |
Impairments | 85,341 | 3,855 |
Equity-based compensation | 10,189 | 32,805 |
Equity in income of unconsolidated entities | (1,611) | (247) |
Distributions from unconsolidated entities | 9,578 | 6,149 |
Loss on derivative instruments | 2,137 | 10,398 |
Gain on sale and unrealized gains of investments securities | (65) | (6,357) |
Gain on extinguishment and forgiveness of debt | (5,307) | (14,637) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,503 | 1,147 |
Deferred costs and other assets | (59,509) | (116,614) |
Due from affiliates | 19,141 | (2,365) |
Accounts payable and accrued expenses | 6,679 | (53,434) |
Deferred rent, derivative and other liabilities | (24,939) | (20,748) |
Due to affiliates | (318) | (37,520) |
Net cash provided by operating activities | 628,128 | 265,144 |
Cash flows from investing activities: | ||
Investments in real estate and other assets | (10,207) | (3,517,290) |
Acquisition of real estate businesses, net of cash acquired | 0 | (756,232) |
Capital expenditures and leasing costs | (10,880) | (33,378) |
Real estate developments | (51,863) | (33,610) |
Principal repayments received from borrowers | 6,043 | 5,091 |
Investments in unconsolidated entities | 0 | (2,699) |
Proceeds from disposition of interest in joint venture | 43,041 | 0 |
Proceeds from disposition of real estate assets, net | 370,229 | 129,212 |
Investment in leasehold improvements, property and equipment | 0 | (11,074) |
Proceeds from sale of investments | 229 | 159,049 |
Deposits for real estate assets | (15,105) | (205,896) |
Uses and refunds of deposits for real estate assets | 42,619 | 278,362 |
Line of credit advances to affiliates | (10,000) | (130,300) |
Line of credit repayments from affiliates | 10,000 | 80,300 |
Change in restricted cash | 10,488 | (18,709) |
Net cash provided by (used in) investing activities | 384,594 | (4,057,174) |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 1,379 | 1,007,787 |
Payments on mortgage notes payable and other debt | (113,570) | (1,137,329) |
Proceeds from credit facilities | 0 | 5,689,000 |
Payments on credit facilities | (1,074,000) | (4,708,800) |
Proceeds from corporate bonds | 0 | 2,545,760 |
Payments of deferred financing costs | (2,412) | (92,233) |
Repurchases of common stock/units for tax obligation | (1,634) | 0 |
Proceeds from issuances of common stock/OP units, net of offering costs | 0 | 1,593,345 |
Redemption of Series D Preferred Stock/Units | 0 | (316,126) |
Contributions from non-controlling interest holders | 0 | 982 |
Distributions paid | (67,537) | (697,771) |
Net cash (used in) provided by financing activities | (1,257,774) | 3,884,615 |
Net change in cash and cash equivalents | (245,052) | 92,585 |
Cash and cash equivalents, beginning of period | 416,711 | 52,725 |
Cash and cash equivalents, end of period | $ 171,659 | $ 145,310 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization VEREIT, Inc., f/k/a American Realty Capital Properties, Inc. (the “General Partner” or “VEREIT”), is a Maryland corporation, incorporated on December 2, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. VEREIT Operating Partnership, L.P., f/k/a ARC Properties Operating Partnership, L.P. (together with its subsidiaries, the “Operating Partnership” or the “OP”), is a Delaware limited partnership of which the General Partner is the sole general partner. The board of directors authorized amendments to the General Partner’s Articles of Amendment and Restatement and the Operating Partnership’s Certificate of Limited Partnership to effect name changes from American Realty Capital Properties, Inc. and ARC Properties Operating Partnership, L.P., to VEREIT, Inc. and VEREIT Operating Partnership, L.P., respectively, which became effective July 28, 2015. On July 20, 2015, VEREIT, under its former name, provided written notice to the NASDAQ Global Select Market (the “NASDAQ”) that it intended to voluntarily delist its common stock (“Common Stock”), par value $0.01 per share, and its 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”), par value $0.01 per share, from the NASDAQ promptly following the close of trading on July 30, 2015. VEREIT obtained authorization for listing on the New York Stock Exchange (the “NYSE”) and, effective July 31, 2015, transferred the listing of its Common Stock and Series F Preferred Stock to the NYSE. The Common Stock and Series F Preferred Stock now trade under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with our consolidated subsidiaries, including the OP. The Company is a full-service real estate operating company with investment management capabilities that operates through two reportable segments, Real Estate Investment (“REI”) and its investment management business, Cole Capital (“Cole Capital”), as further discussed in Note 3 – Segment Reporting . Through the REI segment, the Company owns and actively manages a diversified portfolio of retail, restaurant, office and industrial real estate assets subject to long-term net leases with high credit quality tenants. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity. The Cole Capital segment is contractually responsible for raising capital for and managing the affairs of the Managed REITs (as defined in Note 3 – Segment Reporting ) on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf and recommending to the respective board of directors of each of the Managed REITs an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for performing these services. To support both reportable segments, the Company employs a shared services model pursuant to which its personnel are integral in providing, among other things, transactional and operational functions to the Company’s owned portfolio and the Managed REITs. Substantially all of the Company’s REI segment is conducted through the OP. VEREIT is the sole general partner and holder of 97.4% of the common equity interests in the OP as of September 30, 2015 with the remaining 2.6% of the common equity interests owned by certain unaffiliated investors. Under the limited partnership agreement of the OP (the “LPA”), after holding units of limited partner interests in the OP (“OP Units”) for a period of one year , unless otherwise consented to by VEREIT, holders of OP Units have the right to redeem the OP Units for the cash value of a corresponding number of shares of VEREIT’s common stock or, at the option of VEREIT, a corresponding number of shares of VEREIT’s common stock. 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. Substantially all of the Cole Capital segment is conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. CCA is treated as a taxable REIT subsidiary (“TRS”) under Section 856 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The actions of the Operating Partnership and its relationship with the General Partner are governed by the LPA. The General Partner does not have any significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the General Partner and the Operating Partnership are substantially the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation, continuity, existence and operation of the General Partner incurred by the General Partner on the Operating Partnership’s behalf shall be treated as expenses of the Operating Partnership. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s board of directors, the LPA requires the Operating Partnership to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the Operating Partnership has a proportionate economic interest in the Operating Partnership reflecting its capital contributions thereto. OP Units issued to the General Partner are referred to as General Partner OP Units. OP Units issued to parties other than the General Partner are referred to as Limited Partner OP Units. The LPA also provides that the Operating Partnership issue debt with terms and provisions consistent with debt issued by the General Partner. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s board of directors authorizes the issuance of any new class of equity securities. On March 2, 2015, the General Partner filed restated consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the fiscal periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013, and the OP restated and amended its consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the fiscal periods ended June 30, 2014 and 2013 (collectively, the “Restatement”) to correct errors that were identified as a result of a previously-announced investigation conducted by the audit committee (the “Audit Committee”) of the General Partner’s board of directors (the “Audit Committee Investigation”), as well as certain other errors that were identified by the Company. In addition, the Restatement reflected corrections of certain immaterial errors and certain previously identified errors that the Company became aware of during the normal course of business and were determined to be immaterial, both individually and in the aggregate, when the consolidated financial statements were originally issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). 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, 2015 are not necessarily indicative of the results for the entire year or any subsequent interim period. 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, 2014 of the Company, which are included in the Company’s Annual Report on Form 10-K, as amended, filed March 30, 2015. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2015 , except as noted below regarding the early adoption of the U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update, (“ASU”) No. 2015-02, Consolidation. Information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries and consolidated joint venture arrangements. The portions of the consolidated joint venture arrangements not owned by the Company are presented as non-controlling interests in VEREIT's and the OP’s consolidated balance sheets and statements of operations, consolidated statements of comprehensive income (loss) and consolidated statements of changes in equity. In addition, as described in Note 1 – Organization , certain 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. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of both September 30, 2015 and December 31, 2014 , there were approximately 23.8 million Limited Partner OP Units outstanding. During the three months ended September 30, 2015 , the Company early adopted the U.S. FASB ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), as described in the Recent Accounting Pronouncements section below, which simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current U.S. GAAP, including certain consolidation criteria for variable interest entities (“VIEs”). For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, and as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. A VIE must be consolidated by its primary beneficiary, which is generally defined as the party who has a controlling financial interest in the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method would be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate legal entities based on standards set forth in GAAP as described above. Reclassification As described below, certain items previously reported have been reclassified to conform with the current period’s presentation. The other debt balance from prior year has been combined in the consolidated balance sheets and consolidated statements of cash flows into the captions mortgage notes payable and other debt, net and payments on mortgage notes payable and other debt, respectively. State property income and franchise taxes previously included in general and administrative expenses and federal and state income taxes previously included in other income, net have been combined into the caption (provision for) benefit from income and franchise taxes in the consolidated statements of operations. Additionally, the gain on forgiveness of debt previously included in other income, net has been combined into the caption extinguishment and forgiveness of debt, net. Further, the designated derivatives, fair value adjustments line item from prior year has been disaggregated within the consolidated statements of other comprehensive loss into the captions unrealized loss on interest rate derivatives and amount of loss reclassified from accumulated other comprehensive loss into income as interest expense. These captions were previously included within the notes to consolidated financial statements. Assets Held for Sale The Company classifies real estate investments as held for sale in accordance with U.S. GAAP. Upon classifying an asset as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. As of September 30, 2015 , five properties were classified as held for sale. As of December 31, 2014, two properties were classified as held for sale, which were sold during the first quarter of 2015. If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell. Revenue Recognition The Company’s revenues, which primarily consist of 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. When the Company acquires a property, the term of each existing lease is considered to commence as of the acquisition date for the purposes of this calculation. 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. Straight-line rent receivables are included in deferred costs and other assets, net, in the consolidated balance sheets. See Note 8 – Deferred Costs and Other Assets, Net . Cost recoveries from tenants are included within operating expense reimbursements in the consolidated statements of operations, in the period the related costs are incurred.The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of September 30, 2015 and December 31, 2014 , the Company had $49.4 million and $57.8 million , respectively, of deferred rental income, which is included in deferred rent, derivative, and other liabilities in the consolidated balance sheets. 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 uncertain, the Company will record an increase in the allowance for uncollectible accounts in the consolidated balance sheets or record a direct write-off of the receivable in the consolidated statements of operations. As of September 30, 2015 and December 31, 2014 , the Company maintained an allowance for uncollectible accounts of $3.1 million and $2.5 million , respectively. Acquisition Related Expenses and Merger and Other Non-routine Transaction Related Expenses All direct costs incurred as a result of a business combination are classified as acquisition related costs or merger and other non-routine transaction costs and expensed as incurred. Acquisition related expenses include legal and other transaction related costs incurred in connection with self-originated acquisitions including purchases of portfolios. In addition, indirect costs, such as internal salaries, that are tracked and documented in a manner that clearly indicates that the activities driving the cost directly relate to activities necessary to complete, or effect, self-originating purchases are classified as acquisition related expenses. Similar costs incurred in relation to mergers, which are not considered self-originating purchases, and other non-routine transaction related expenses are included in merger and other non-routine transactions in the consolidated statements of operations. Merger and other non-routine transaction related expenses include the following costs (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Merger related costs: Strategic advisory services $ — $ 3,150 $ — $ 35,765 Transfer taxes — — — 5,109 Legal fees and expenses — 579 — 5,126 Personnel costs and other reimbursements — — — 751 Multi-tenant spin off — 2,270 — 7,450 Other fees and expenses — — — 1,676 Other non-routine transaction related costs: Post-transaction support services — — — 14,251 Subordinated distribution fee — — — 78,244 Audit Committee Investigation and related matters (1) 9,251 — 38,953 — Furniture, fixtures and equipment — — — 14,085 Legal fees and expenses (294 ) (2 ) 743 2,659 (2 ) 2,569 Personnel costs and other reimbursements — — — 2,718 Other fees and expenses — 890 632 7,608 Total $ 8,957 $ 7,632 $ 42,244 $ 175,352 ___________________________________ (1) Includes all fees and costs associated with the Audit Committee Investigation and various litigations and investigations prompted by the results of the Audit Committee Investigation, including fees and costs incurred pursuant to the Company’s indemnification obligations. (2) For the three and nine months ended September 30, 2015 , legal fees and expenses primarily relate to fees incurred in connection with a legal matter resolved in early 2014, which the Company received invoices for in 2015. The negative balance for the three months ended September 30, 2015 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. Income Taxes The General Partner currently qualifies and has elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. As a REIT, except as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income. The OP is classified as a partnership for federal income tax purposes. As a partnership, the OP is not a taxable entity for federal income tax purposes. Instead, each partner in the OP is required to take into account its allocable share of the OP’s income, gains, losses, deductions and credits for each taxable year. However, the OP may be subject to certain state and local taxes on its income and property. As of September 30, 2015 , the OP and the General Partner had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2011 remain open to examination by the major taxing jurisdictions to which the OP, the General Partner, American Realty Capital Trust III, Inc. (“ARCT III”), CapLease, Inc. (“CapLease”), American Realty Capital Trust IV, Inc., (“ARCT IV”), Cole Real Estate Investments, Inc. (“Cole”) and Cole Credit Property Trust, Inc. are subject. Under the LPA, the OP is to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT. The Company conducts substantially all of its Cole Capital segment through a TRS structure. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Canada and, as a result, it files income tax returns in the U.S. federal jurisdiction, Canadian federal jurisdiction and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes the revenue recognition requirements in Revenue Recognition, Accounting Standards Codification (“ASC”) (Topic 605) and requires an entity to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, an amendment to ASU 2014-09 was issued to defer the effective date for all entities by one year. For public business entities, certain not-for-profit entities, and certain employee benefit plans, the guidance should be applied to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the new standard on its financial statements. In February 2015, the FASB issued ASU No. 2015-02, which eliminates the deferral of Financial Accounting Standard (“ FAS”) No. 167, Amendments to FASB Interpretation No. 46(R), modifies the evaluation of whether limited partnerships and similar legal entities are variable or voting interest entities, eliminates the presumption that the general partner should consolidate a limited partnership, modifies the consolidation analysis for reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships, and provides a scope exception for reporting entities with interests in legal entities that operate as registered money market funds . These changes require re-evaluation of the consolidation conclusion for certain entities and require the Company to revise its analysis regarding the consolidation or deconsolidation of such entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. As disclosed above, the Company has elected to early adopt ASU 2015-02 during the three months ended September 30, 2015 . The adoption had no material impact on the interests in joint venture arrangements, Managed REITs and other arrangements and therefore had no impact on the previous or current reporting periods’ statements of financial position, results of operations, or retained earnings. In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than presenting the costs as an asset, a deferred charge. The previous requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, “Elements of Financial Statements,” which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. FASB Concepts Statement No. 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. After the update is adopted, debt disclosures will include the face amount of the debt liability and the effective interest rate. For public companies, ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively, with early adoption permitted. The Company has evaluated the impact of the adoption of this new standard, which is expected to result in reclassifications of certain deferred costs on the Company’s balance sheets but will not have an impact on its results of operations or cash flows. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The update eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The ASU is applied prospectively to adjustments to provisional amounts that occur after the effective date. The Company is currently evaluating the impact of the new standard on its financial statements. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in two segments, REI and Cole Capital, as further discussed below. REI – Through its REI segment, the Company owns and actively manages a diversified portfolio of retail, restaurant, office and industrial real estate assets subject to long-term net leases with high credit quality tenants. As of September 30, 2015 , the Company owned 4,572 properties comprising 100.9 million square feet of retail and commercial space located in 49 states, the District of Columbia, Puerto Rico and Canada, which includes properties owned through consolidated joint ventures. The rentable space at these properties was 98.3% leased with a weighted-average remaining lease term of 11.1 years. In addition, as of September 30, 2015 , the Company owned 10 commercial mortgage-backed securities (“CMBS”) and 11 loans held for investment. Cole Capital – Cole Capital is contractually responsible for managing the day-to-day affairs of Cole Credit Property Trust IV, Inc. (“CCPT IV”), Cole Real Estate Income Strategy (Daily NAV), Inc. (“INAV”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) and Cole Credit Property Trust V, Inc. (“CCPT V,” and collectively with CCPT IV, INAV and CCIT II, the “Managed REITs”), raising capital for those Managed REITs still in offering, identifying and making acquisitions and investments on the Managed REITs’ behalf and recommending to the respective board of directors of each of the Managed REITs an approach for providing investors with liquidity. Prior to its merger with Select Income REIT on January 29, 2015, Cole Corporate Income Trust, Inc. (“CCIT”), was also managed by Cole Capital. Cole Capital serves as the dealer manager and distributes shares of common stock for certain Managed REITs and advises them regarding offerings, manages relationships with participating broker-dealers and financial advisors and provides assistance in connection with compliance matters relating to the offerings. Cole Capital receives compensation and reimbursement for services relating to the Managed REITs’ offerings and the investment, management, financing and disposition of their respective assets, as applicable. Cole Capital also develops new REIT offerings and assists in obtaining regulatory approvals from the SEC, the Financial Industry Regulatory Authority, Inc. and various blue sky jurisdictions for such offerings. The Company allocates certain operating expenses, such as legal fees, employee related costs and benefits and general overhead expenses between its operating segments. The following tables present a summary of the comparative financial results and total assets for each business segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 REI segment: Revenues: Rental income $ 333,766 $ 365,712 $ 1,017,708 $ 924,646 Direct financing lease income 659 625 2,097 2,812 Operating expense reimbursements 22,983 30,984 71,269 81,716 Total real estate investment revenues 357,408 397,321 1,091,074 1,009,174 Operating expenses: Acquisition related 1,690 13,998 4,976 34,616 Merger and other non-routine transactions 8,957 7,613 42,244 173,406 Property operating 31,950 40,977 95,547 110,018 Management fees to affiliates — — — 13,888 General and administrative 15,848 12,948 48,045 62,675 Depreciation and amortization 200,158 240,073 620,068 625,521 Impairment of real estate — 2,299 85,341 3,855 Total operating expenses 258,603 317,908 896,221 1,023,979 Operating income (loss) 98,805 79,413 194,853 (14,805 ) Other (expense) income: Interest expense, net (89,530 ) (101,643 ) (275,801 ) (326,491 ) Extinguishment and forgiveness of debt, net — (5,396 ) 5,302 (21,264 ) Other income, net 2,936 8,508 10,715 16,799 Gain on disposition of interest in joint venture 6,729 — 6,729 — Loss on derivative instruments, net (1,420 ) (17,484 ) (2,137 ) (10,398 ) Gain on sale of investments — 6,357 — 6,357 Total other expenses, net (81,285 ) (109,658 ) (255,192 ) (334,997 ) Income (loss) before income and franchise taxes and disposition of real estate and held for sale assets 17,520 (30,245 ) (60,339 ) (349,802 ) Loss on disposition of real estate and held for sale assets, net (6,542 ) (256,894 ) (62,584 ) (275,768 ) Income (loss) before income and franchise taxes 10,978 (287,139 ) (122,923 ) (625,570 ) Provision for income and franchise taxes (2,238 ) (1,994 ) (7,211 ) (5,905 ) Net income (loss) $ 8,740 $ (289,133 ) $ (130,134 ) $ (631,475 ) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cole Capital segment: Revenues: Offering-related fees and reimbursements $ 5,850 $ 21,535 $ 14,483 $ 73,957 Transaction service fees and reimbursements 7,400 24,423 24,696 44,406 Management fees and reimbursements 14,296 13,839 42,390 32,913 Total Cole Capital revenues 27,546 59,797 81,569 151,276 Operating expenses: Cole Capital reallowed fees and commissions 3,896 15,398 9,637 56,902 Acquisition related 74 — 533 — Merger and other non-routine transactions — 19 — 1,946 General and administrative 16,994 17,265 51,861 60,131 Depreciation and amortization 8,384 25,077 25,128 64,210 Total operating expenses 29,348 57,759 87,159 183,189 Operating (loss) income (1,802 ) 2,038 (5,590 ) (31,913 ) Total other income, net 465 179 2,076 305 (Loss) income before income taxes (1,337 ) 2,217 (3,514 ) (31,608 ) Benefit from (provision for) income taxes 738 (1,131 ) 2,387 12,598 Net (loss) income $ (599 ) $ 1,086 $ (1,127 ) $ (19,010 ) Total Company: Total revenues $ 384,954 $ 457,118 $ 1,172,643 $ 1,160,450 Total operating expenses $ 287,951 $ 375,667 $ 983,380 $ 1,207,168 Total other expense, net $ (80,820 ) $ (109,479 ) $ (253,116 ) $ (334,692 ) Net income (loss) $ 8,141 $ (288,047 ) $ (131,261 ) $ (650,485 ) Total Assets September 30, 2015 December 31, 2014 REI segment $ 18,008,818 $ 19,771,138 Cole Capital 696,070 744,001 Total Company $ 18,704,888 $ 20,515,139 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill In connection with the Company’s acquisition of CapLease and the merger of Cole with and into our wholly owned subsidiary (the “Cole Merger”), the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. The goodwill recorded as a result of the Cole Merger was allocated between the Company’s two segments, the REI segment and Cole Capital segment. The following table summarizes the Company’s goodwill activity by segment from the date of the CapLease acquisition (in thousands): REI Segment Cole Capital Segment Consolidated Balance as of January 1, 2013 $ — $ — $ — Acquisition of Caplease 92,789 — 92,789 Balance as of December 31, 2013 92,789 — 92,789 Cole Merger 1,654,085 558,835 2,212,920 Measurement period adjustments (27,339 ) 49,627 22,288 Goodwill allocated to dispositions (1) (210,139 ) — (210,139 ) Impairment — (223,064 ) (223,064 ) Balance as of December 31, 2014 $ 1,509,396 $ 385,398 $ 1,894,794 Goodwill allocated to dispositions and held for sale assets (1) (66,789 ) — (66,789 ) Balance as of September 30, 2015 $ 1,442,607 $ 385,398 $ 1,828,005 _______________________________________________ (1) Included in loss on disposition of real estate and held for sale assets, net, in the consolidated statements of operations. In the event the Company disposes of a property that constitutes a business under U.S. GAAP, the Company will allocate a portion of the REI segment’s goodwill to that property in determining the gain or loss on the disposal of the property. The amount of goodwill allocated to the property will be based on the relative fair value of the property to the fair value of the REI segment. The Company generally estimates the relative fair value by utilizing rental income on a straight line basis as an indication of the relative fair value. Future property acquisitions that constitute a business will be integrated into the REI segment and therefore will also be allocated goodwill upon disposition. Intangible Assets The intangible assets as of September 30, 2015 of $150.4 million , net of accumulated amortization of $22.5 million , primarily consist of management and advisory contracts that the Company has with certain Managed REITs, which are subject to an estimated useful life of approximately five years. The Company recorded $7.5 million and $22.5 million of amortization expense for the three and nine months ended September 30, 2015 , respectively, related to the management and advisory contracts. As of September 30, 2014 , the Company had intangible assets of $385.6 million , net of accumulated amortization of $62.3 million . The Company recorded $24.3 million and $62.3 million of amortization expense for the three and nine months ended September 30, 2014 , respectively, related to the management and advisory contracts. The estimated amortization expense for the remainder of the year ending December 31, 2015 is $7.6 million . The estimated amortization expense for each of the years ending December 31, 2016, 2017, 2018 and 2019 is $30.1 million . Impairments The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value, by reporting unit, may not be recoverable. The Company’s annual testing date is during the fourth quarter. The Company tests goodwill for impairment by first comparing the carrying value of net assets to the fair value of each reporting unit. If the fair value is determined to be less than the carrying value or if qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units, which the Company has determined is the same as its reportable segments, using discounted cash flows and relevant competitor multiples. During the nine months ended September 30, 2015 and 2014 , management monitored the actual performance of the business segments relative to the fair value assumptions used during our annual goodwill impairment test. During the nine months ended September 30, 2015 and 2014 , no triggering events were identified. The Company evaluates intangible assets for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company tests intangible assets for impairment by first comparing the carrying value of the asset group to the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the intangible assets to their respective fair values and recognize an impairment loss. The Company will estimate the fair value of the intangible assets using a discounted cash flow model specific to the applicable Managed REITs. There were no events or changes in circumstances that indicated that intangible assets were impaired during the nine months ended September 30, 2015 or 2014 . The fair values of the Cole Capital segment goodwill and intangible assets are dependent upon actual results, including, but not limited to, the timing of and aggregate capital raised and deployed on behalf of the Managed REITs, which is influenced by the Company’s ability to reinstate certain selling agreements that were suspended as a result of the Audit Committee Investigation and the resulting restatements. If the Company is unable to reinstate certain selling agreements with broker-dealers timely, the fair values of the Cole Capital segment goodwill and intangible assets may be less than the respective carrying value, resulting in an impairment that could have a material effect on a Company’s financial results. In addition, the actual timing of closing an offering or executing a liquidity event on behalf of a Managed REIT or the commencement of operations of newly formed REITs, which are not yet effective, may differ from the Company’s assumptions used at September 30, 2015 . The evaluation of goodwill and intangible assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. While the Company believes its assumptions are reasonable, there are no guarantees as to actual results. Changes in assumptions based on actual results may have a material impact on the Company’s financial results. Intangible Leases Intangible lease assets and liabilities of the Company consist of the following as of September 30, 2015 and December 31, 2014 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2015 December 31, 2014 Intangible lease assets: In-place leases, net of accumulated amortization of $361,315 and $236,096, respectively 14.1 $ 1,575,024 $ 1,816,508 Leasing commissions, net of accumulated amortization of $853 and $505, respectively 7.8 3,779 4,205 Above-market leases, net of accumulated amortization of $41,449 and $22,471, respectively 16.5 330,949 355,269 Total intangible lease assets, net $ 1,909,752 $ 2,175,982 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $33,493 and $19,123, respectively 17.4 $ 264,232 $ 317,838 The following table provides the projected amortization expense and adjustments to rental income related to the intangible lease assets and liabilities for the remainder of 2015 and the next four calendar years as of September 30, 2015 (amounts in thousands) : October 1, 2015 - December 31, 2015 2016 2017 2018 2019 In-place leases: Total to be included in amortization expense $ 46,008 $ 179,088 $ 163,617 $ 149,574 $ 137,702 Leasing Commissions Total to be included in amortization expense $ 141 $ 547 $ 519 $ 409 $ 382 Above-market lease assets: Total to be deducted from rental income $ 6,716 $ 26,797 $ 26,450 $ 25,887 $ 23,925 Below-market lease liabilities: Total to be included in rental income $ 5,368 $ 21,364 $ 21,222 $ 20,895 $ 20,153 |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments The Company acquired controlling financial interests in 14 commercial properties, including nine land parcels for build-to-suit development, for an aggregate purchase price of $10.2 million during the nine months ended September 30, 2015 (the “2015 Acquisitions”). During the nine months ended September 30, 2014 , the Company acquired controlling interests in 1,092 commercial properties, including 28 land parcels, but excluding the properties acquired in the Cole Merger and the ARCT IV Merger, for an aggregate purchase price of $3.8 billion . The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Nine Months Ended September 30, 2015 2014 Real estate investments, at cost: Land $ 2,047 $ 812,712 Buildings, fixtures and improvements 5,258 2,486,868 Land and construction in progress 2,140 11,083 Total tangible assets 9,445 3,310,663 Acquired intangible assets: In-place leases 717 522,568 Above-market leases 153 110,230 Assumed intangible liabilities: Below-market leases (108 ) (101,108 ) Fair value adjustment of assumed notes payable — (23,531 ) Total purchase price of assets acquired, net 10,207 3,818,822 Mortgage notes payable assumed — (301,532 ) Cash paid for acquired real estate investments $ 10,207 $ 3,517,290 Future Lease Payments The following table presents future minimum base rent payments due to the Company from October 1, 2015 through December 31, 2019 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 (in thousands): Future Minimum Operating Lease Base Rent Payments Future Minimum Direct Financing Lease Payments (1) October 1, 2015 - December 31, 2015 $ 289,399 $ 1,166 2016 1,225,267 4,674 2017 1,194,341 4,273 2018 1,158,149 3,183 2019 1,117,327 2,397 Thereafter 9,744,736 7,916 Total $ 14,729,219 $ 23,609 ____________________________________ (1) 37 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 minimum base rental cash payments due to the Company under the lease agreements on these respective properties. Investment in Direct Financing Leases, Net The components of the Company’s net investment in direct financing leases as of September 30, 2015 and December 31, 2014 are as follows (in thousands): September 30, 2015 December 31, 2014 Future minimum lease payments receivable $ 23,609 $ 27,199 Unguaranteed residual value of property 33,598 39,852 Unearned income (7,963 ) (10,975 ) Net investment in direct financing leases $ 49,244 $ 56,076 Development Activities The Company has contracted with a developer to complete a portfolio of build-to-suit development projects, of which 27 have been completed as of September 30, 2015 , for an aggregate cost of $47.6 million to date and the remaining 10 projects are expected to be completed within the next 12 months. Pursuant to the agreement between the Company and the developer, the Company will acquire the respective land parcel for each development and subsequently pay a fixed construction draw until the project is complete. During the nine months ended September 30, 2015 , two other build-to-suit and expansion projects were completed and placed into service for an aggregate cost of $55.8 million . The Company is also in the process of completing four other build-to-suit, redevelopment and expansion projects, which are expected to increase our revenue as a result of the additional square footage and improvement of the quality of the properties. Below is a summary of the construction commitments as of September 30, 2015 (dollar amounts in thousands): Development projects in progress 14 Investment to date 17,666 Estimated cost to complete (1) 7,447 Total Investment (2) $ 25,113 _______________________________________________ (1) The Company is contractually committed to fund a developer $4.1 million to complete the remaining 10 build-to-suit developments. (2) Excludes tenant improvement costs incurred in accordance with existing leases. As of September 30, 2015 , $16.7 million of tenant improvement costs were included in land and construction in progress in the consolidated financial statements. Property Dispositions and Held for Sale Assets During the nine months ended September 30, 2015 , the Company disposed of 85 single-tenant properties, three anchored shopping centers and one property owned by a consolidated joint venture for an aggregate gross sales price of $675.9 million , resulting in net proceeds of $370.2 million after debt assumptions and closing costs. The Company recorded a loss of $39.3 million related to the sales, which is included in loss on disposition of real estate and held for sale assets, net in the accompanying consolidated statements of operations. During the nine months ended September 30, 2015 , the Company also had one property that had been foreclosed upon with a net book value of $38.2 million at the time of foreclosure. During the nine months ended September 30, 2014 , the Company disposed of 29 single-tenant properties and one anchored shopping center for an aggregate gross sales price of $158.6 million . The Company has no continuing involvement with these properties. The dispositions did not represent a change in strategic direction for the Company and will not have a significant effect on the operations or financial results of the Company. As such, the operating results of the dispositions are not classified as discontinued operations for any periods presented. See Note 20 – Subsequent Events for dispositions subsequent to September 30, 2015 . In addition, the Company disposed of its interest in one consolidated joint venture, whose only assets were investments in three unconsolidated joint ventures, for an aggregate gross sales price of $77.5 million , resulting in proceeds of $43.0 million after debt repayment and closing costs. The debt obligation of the consolidated joint venture was held by an unconsolidated entity. The Company recorded a gain of $6.7 million related to the sale of the consolidated joint venture, which is included in gain on disposition of interest in joint venture in the accompanying consolidated statements of operations. As of December 31, 2014 , there were two properties classified as held for sale (the “2014 Held for Sale Properties”), both of which were sold during the nine months ended September 30, 2015 . As of September 30, 2015 , there were five properties (the “2015 Held for Sale Properties”) classified as held for sale. The 2015 Held for Sale Properties are estimated to be sold in the next 12 months as part of the Company’s portfolio management strategy. To reflect the 2015 Held for Sale Properties’ fair values less cost to sell, the Company recorded a loss of $23.3 million , which includes $18.3 million of goodwill allocated in the cost basis of such properties, for the nine months ended September 30, 2015 . The loss on properties held for sale is included in loss on disposition of real estate and held for sale assets, net in the accompanying consolidated statements of operations. Unconsolidated Joint Ventures As of September 30, 2015 , the Company had interests in three unconsolidated joint ventures with aggregate equity investments of $53.7 million , which had interests in three properties comprising 0.9 million of square feet of retail and office space (the “Unconsolidated Joint Ventures”). The following is a summary of the Company’s percentage ownership and carrying amount related to each of the Unconsolidated Joint Ventures as of September 30, 2015 (dollar amounts in thousands): Name of Joint Venture Partner Ownership % (1) Carrying Amount (2) Cole/Mosaic JV South Elgin IL, LLC Affiliate of Mosaic Properties and Development, LLC 50% $ 6,763 Cole/LBA JV OF Pleasanton CA, LLC Affiliate of LBA Realty 90% 33,612 Cole/Faison JV Bethlehem GA, LLC Faison-Winder Investors, LLC 90% 13,292 $ 53,667 _______________________________________________ (1) The Company’s ownership interest in this table reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investments is greater than the underlying equity in net assets by $10.2 million . This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with the Cole Merger. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. The Company accounts for the Unconsolidated Joint Ventures using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financial policies of these investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint ventures’ earnings and distributions. The Company records its proportionate share of net income from the Unconsolidated Joint Ventures in other income, net in the accompanying consolidated statements of operations. During the three and nine months ended September 30, 2015 , the Company recognized $0.1 million and $1.5 million , respectively, of equity in income from the Unconsolidated Joint Ventures, which is included in other income, net in the accompanying consolidated statements of operations. During the three and nine months ended September 30, 2014 , the Company recognized $0.2 million and $1.6 million of equity in income from the Unconsolidated Joint Ventures, respectively. Tenant Concentration As of September 30, 2015 , leases with Red Lobster® restaurants represented 12.0% of consolidated annualized rental income. Annualized rental income is rental revenue under our leases on operating properties reflecting straight-line rent adjustments associated with contractual rent increases in the leases as required by GAAP, which includes the effect of any tenant concessions, such as free rent, and excludes any contingent rent, such as percentage rent. There were no other tenants exceeding 10% of consolidated annualized rental income as of September 30, 2015 . Geographic Concentration As of September 30, 2015 , properties located in Texas represented 12.9% of consolidated annualized rental income. There were no other geographic concentrations exceeding 10% of consolidated annualized rental income as of September 30, 2015 . Industry Concentration As of September 30, 2015 , tenants in the casual dining restaurant industry accounted for 19.0% of consolidated annualized rental income. There were no other industry concentrations exceeding 10% of consolidated annualized rental income as of September 30, 2015 . |
Investment Securities, at Fair
Investment Securities, at Fair Value | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities, at Fair Value | Investment Securities, at Fair Value 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 in the consolidated balance sheets unless the securities are considered to be other-than-temporarily impaired at which time the losses are reclassified to expense. The following tables detail the unrealized gains and losses on investment securities as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 52,502 $ 2,598 $ (645 ) $ 54,455 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 56,459 $ 2,207 $ (20 ) $ 58,646 As of September 30, 2015 and December 31, 2014 , the Company owned 10 CMBS with an estimated aggregate fair value of $54.5 million and $58.6 million , respectively. The Company generally receives monthly payments of principal and interest on the CMBS. As of September 30, 2015 , the Company earned interest on the CMBS at rates ranging between 5.88% and 8.95% . As of September 30, 2015 , the fair value of three CMBS were below their amortized cost. The Company believes that none of the unrealized losses on investment securities are other-than-temporary as management expects the Company will receive all contractual principal and interest related to these investments. The scheduled maturity of the Company’s CMBS as of September 30, 2015 is as follows (in thousands): September 30, 2015 Amortized Cost Fair Value Due within one year $ — $ — Due after one year through five years 23,880 24,761 Due after five years through 10 years 11,738 12,287 Due after 10 years 16,884 17,407 Total $ 52,502 $ 54,455 |
Loans Held for Investment
Loans Held for Investment | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Loans Held for Investment | Loans Held for Investment As of September 30, 2015 , the Company owned 11 loans held for investment with a weighted-average interest rate of 6.9% and weighted-average years to maturity of 9.3 years. The following table presents the composition of the loans held for investment as of September 30, 2015 (dollar amounts in thousands): Loans held for investment Outstanding Balance Carrying Value Weighted-Average Interest Rate Weighted-Average Years to Maturity Mortgage notes receivable 10 $ 26,544 $ 24,702 6.3 % (1) 13.8 (2) Unsecured note (3) 1 15,300 15,300 8.0 % 1.5 Total 11 $ 41,844 $ 40,002 6.9 % 9.3 ____________________________________ (1) The interest rates on the mortgage notes receivable range from 5.57% to 7.24% , as of September 30, 2015 . (2) The mortgage notes receivable have maturity dates ranging from March 2016 to January 2033 . (3) The Company’s unsecured note is with an affiliate of the Former Manager, as defined within Note 15 – Equity . The unsecured note requires principal payments of $7.7 million on March 31, 2016 and $3.8 million on September 30, 2016 and the remaining balance is due at maturity, on March 31, 2017. The note may be pre-paid at par any time prior to maturity. The Company’s mortgage notes receivable are comprised primarily of fully-amortizing or nearly fully-amortizing first mortgage loans. The Company has one mortgage note receivable where the Company does not receive monthly payments of principal and interest but rather the interest is capitalized into the outstanding balance that is due at maturity. The mortgage notes receivable are primarily on commercial real estate, each leased to a single tenant. Therefore, the Company’s monitoring of the credit quality of its mortgage notes receivable is focused primarily on an analysis of the tenant, including review of tenant quality and ratings, trends in the tenant’s industry and general economic conditions and an analysis of measures of collateral coverage, such as an estimate of the loan-to-value ratio (principal amount outstanding divided by estimated value of the property) and its remaining term until maturity. As of September 30, 2015 and December 31, 2014 , the Company had no reserve for loan loss. The following table summarizes the scheduled aggregate principal payments due to the Company on the loans held for investment subsequent to September 30, 2015 (in thousands): Outstanding Balance Due within one year $ 9,298 Due after one year through five years 12,924 Due after five years through 10 years 6,516 Due after 10 years (1) 17,056 Total $ 45,794 ____________________________________ (1) Includes additional $4.0 million of interest that will be capitalized into the outstanding balance of the note subsequent to September 30, 2015 . |
Deferred Costs and Other Assets
Deferred Costs and Other Assets, Net | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs and Other Assets, Net | Deferred Costs and Other Assets, Net Deferred costs and other assets, net consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Deferred costs, net $ 96,477 $ 126,202 Accounts receivable, net (1) 54,598 66,021 Straight-line rent receivable 155,392 89,355 Prepaid expenses 15,484 15,171 Leasehold improvements, property and equipment, net (2) 19,163 21,351 Restricted escrow deposits 5,835 34,339 Deferred tax asset and tax receivable 15,909 15,924 Program development costs, net (3) 20,878 12,871 Derivative assets, at fair value — 5,509 Other assets 2,070 3,179 Total $ 385,806 $ 389,922 ___________________________________ (1) Allowance for doubtful accounts was $3.1 million and $2.5 million as of September 30, 2015 and December 31, 2014 , respectively. (2) Amortization expense for leasehold improvements totaled $0.4 million and $1.1 million for the three and nine months ended September 30, 2015 , respectively. Accumulated amortization was $2.3 million and $1.2 million as of September 30, 2015 and December 31, 2014 , respectively. Depreciation expense for property and equipment totaled $0.5 million and $1.5 million for the three and nine months ended September 30, 2015 , respectively. Accumulated depreciation was $3.1 million and $1.6 million as of September 30, 2015 and December 31, 2014 , respectively. (3) As of September 30, 2015 and December 31, 2014 , the Company had reserves of $20.2 million and $13.1 million , respectively, relating to the program development costs. |
Fair Value Measures
Fair Value Measures | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures 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. U.S. GAAP 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 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 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. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the nine months ended September 30, 2015 . The Company expects that changes in classifications between levels will be infrequent. The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as a history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, or reduced lease rates. When impairment indicators are identified, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. During the three months ended September 30, 2015 , no impairment indicators were identified through the procedures noted above. During the second quarter of 2015 , the Company identified certain properties with a more likely than not probability of being disposed of within the next 12 to 24 months, in addition to the properties identified through the quarterly review procedures noted above. The Company considered the likely disposition to be an impairment indicator for these properties. As such, the Company reviewed estimated selling prices for these assets based on a number of factors including, but not limited to, existing leases in place, comparable lease rates and sales prices, third party opinions of value, comparable capitalization rates and estimated disposal costs. Of the properties reviewed, 161 properties were noted to have an estimated sales price, less disposal costs, that was less than the carrying amount of each respective property. As such, the Company reduced the carrying amounts of each asset to their respective fair values and recognized an impairment loss for such reductions. During the nine months ended September 30, 2015 and 2014 , real estate assets with carrying values totaling $319.3 million and $8.2 million , respectively, were deemed to be impaired and their carrying values were reduced to their estimated fair values of $234.0 million and $4.3 million , resulting in impairment charges of $85.3 million and $3.9 million , respectively. The following table presents the impairment charges by asset class recorded during the nine months ended September 30, 2015 and 2014 (dollar amounts in thousands): Nine Months Ended September 30, 2015 2014 Properties impaired 188 9 Asset classes impaired: Investment in real estate assets, net $ 82,654 $ 3,855 Investment in direct financing leases, net 3,417 — Below-market lease liabilities, net (730 ) — Total impairment loss $ 85,341 $ 3,855 The Company’s estimated fair values of its real estate assets were primarily based upon recent comparable sales transactions, which are considered to be Level 2 inputs, or based upon an income approach utilizing a present value technique to discount the expected cash flows using market participant assumptions for market rent and terminal values, which are considered to be Level 3 inputs. The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of September 30, 2015 Assets: CMBS $ — $ — $ 54,455 $ 54,455 Total assets $ — $ — $ 54,455 $ 54,455 Liabilities: Interest rate swap liabilities $ — $ (15,350 ) $ — $ (15,350 ) Level 1 Level 2 Level 3 Balance as of December 31, 2014 Assets: CMBS $ — $ — $ 58,646 $ 58,646 Interest rate swap assets — 5,509 — 5,509 Total assets $ — $ 5,509 $ 58,646 $ 64,155 Liabilities: Interest rate swap liabilities $ — $ (7,384 ) $ — $ (7,384 ) CMBS – The Company’s CMBS are carried at fair value and are valued using Level 3 inputs. The Company used estimated non-binding quoted market prices from the trading desks of financial institutions that are dealers in such securities for similar CMBS tranches that actively participate in the CMBS market. Broker quotes are only indicative of fair value and may not necessarily represent what the Company would receive in an actual trade for the applicable instrument. Management determines the prices are representative of fair value through their knowledge of and experience in the market. The significant unobservable input used in valuing the CMBS is the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. Significant increases or decreases in the discount rate or market yield would result in a decrease or increase in the fair value measurement. The following risk factors are included in the consideration and selection of discount rates or market yields: risk of default, rating of the investment and comparable company investments. Derivatives – 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. 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, 2015 , 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 fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, due to affiliates and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy. The following are reconciliations of the changes in assets and (liabilities) with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2015 and 2014 (in thousands): CMBS Beginning balance, December 31, 2014 $ 58,646 Total gains and losses: Unrealized loss included in other comprehensive income, net (232 ) Purchases, issuances, settlements and amortization: Principal payments received (4,055 ) Amortization included in net income 96 Ending balance, September 30, 2015 $ 54,455 CMBS Series D Preferred Stock Embedded Derivative Contingent Consideration Arrangements Total Beginning balance, December 31, 2013 $ 60,583 $ (16,736 ) $ — $ 43,847 Total gains and losses: Unrealized gain included in other comprehensive income, net 9,456 — — 9,456 Changes in fair value included in net loss — (13,574 ) (990 ) (14,564 ) Purchases, issuances, settlements and amortization: Fair value at purchase/issuance 151,197 — (3,606 ) 147,591 Sale of CMBS acquired in the Cole Merger (151,248 ) — — (151,248 ) Reclassification of previous unrealized gains on investment securities into net loss-CMBS (7,417 ) — — (7,417 ) Return of principal received (3,678 ) — — (3,678 ) Amortization included in net loss 184 — — 184 Reclassification of contingent consideration to held for sale — — 4,596 4,596 Redemption of Series D — 30,310 — 30,310 Ending balance, September 30, 2014 $ 59,077 $ — $ — $ 59,077 The fair values of the Company’s financial instruments that are not reported at fair value in the consolidated balance sheets are reported below (dollar amounts in thousands): Level Carrying Amount at September 30, 2015 Fair Value at September 30, 2015 Carrying Amount at December 31, 2014 Fair Value at December 31, 2014 Assets: Loans held for investment 3 $ 40,002 $ 48,330 $ 42,106 $ 42,645 Liabilities: Mortgage notes payable and other debt, net (1) 3 $ 3,210,413 $ 3,476,992 $ 3,805,761 $ 3,931,029 Corporate bonds, net 3 2,547,059 2,588,214 2,546,499 2,709,845 Convertible debt, net 3 981,031 1,020,495 977,521 1,088,069 Credit facilities 3 2,110,000 2,114,292 3,184,000 3,145,884 Total liabilities $ 8,848,503 $ 9,199,993 $ 10,513,781 $ 10,874,827 _______________________________________________ (1) Includes mortgage notes secured by properties held for sale as of September 30, 2015 . Loans held for investment – The fair value of the Company’s fixed-rate loan portfolio is estimated with a discounted cash flow analysis, utilizing scheduled cash flows and discount rates estimated by management to approximate market interest rates. Mortgage notes payable and other debt and credit facilities – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of market interest rates. Convertible debt and corporate bonds – The fair value is estimated based on current pricing marks received from an independent third party. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2015 , the Company had $9.0 billion of debt outstanding, including net premiums, with a weighted-average years to maturity of 4.0 years and weighted-average interest rate of 3.65% . The following table summarizes the carrying value of debt as of September 30, 2015 and December 31, 2014 , and the debt activity for the nine months ended September 30, 2015 (in thousands): Nine Months Ended September 30, 2015 Balance as of December 31, 2014 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and (Amortization) Balance as of September 30, 2015 Mortgage notes payable: Outstanding balance (1) $ 3,689,796 $ 1,379 $ (457,900 ) $ — $ 3,233,275 Net premiums (2)(3) 70,139 — 8,020 (17,977 ) 60,182 Other debt: Outstanding balance 45,325 — (10,188 ) — 35,137 Premium (3) 501 — — (189 ) 312 Mortgages and other debt, net 3,805,761 1,379 (460,068 ) (18,166 ) 3,328,906 Corporate bonds: Outstanding balance 2,550,000 — — — 2,550,000 Discount (4) (3,501 ) — — 560 (2,941 ) Corporate bonds, net 2,546,499 — — 560 2,547,059 Convertible debt: Outstanding balance 1,000,000 — — — 1,000,000 Discount (4) (22,479 ) — — 3,510 (18,969 ) Convertible debt, net 977,521 — — 3,510 981,031 Credit facility: Outstanding balance 3,184,000 — (1,074,000 ) — 2,110,000 Total debt $ 10,513,781 $ 1,379 $ (1,534,068 ) $ (14,096 ) $ 8,966,996 ____________________________________ (1) Includes $124.3 million of mortgage notes secured by properties held for sale as of September 30, 2015 . (2) Includes $5.8 million discount of mortgage notes associated with properties held for sale as of September 30, 2015 . (3) Net premiums on mortgages notes payable and other debt were recorded upon the assumption of the respective debt instruments in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (4) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. Mortgage Notes Payable The Company’s mortgage notes payable consist of the following as of September 30, 2015 (dollar amounts in thousands): Encumbered Properties Gross Carrying Value of Collateralized Properties (1) Outstanding Balance (2) Weighted-Average Interest Rate (3) Weighted-Average Years to Maturity Fixed-rate debt (4) 677 $ 6,250,140 $ 3,225,103 5.03 % 5.4 Variable-rate debt 1 24,628 8,172 3.15 % 0.9 Total (5) 678 $ 6,274,768 $ 3,233,275 5.02 % 5.3 ____________________________________ (1) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. (2) Includes $124.3 million of mortgage notes secured by properties held for sale. (3) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2015 . (4) Includes $284.8 million of variable-rate debt fixed by way of interest rate swap arrangements. (5) The table above does not include loan amounts associated with the Unconsolidated Joint Ventures of $103.4 million , none of which is recourse to the Company. These loans mature on various dates ranging from October 2015 to July 2021 . 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, 2015 , the Company believes it was in compliance with the debt covenants under the mortgage loan agreements, except for a loan in default with a principal balance of $38.1 million that is described below. During the three and nine months ended September 30, 2015 , an aggregate of $276.7 million and $388.7 million , respectively, of mortgage notes payable were repaid prior to maturity or assumed by the buyer in a property disposition. In connection with the extinguishments, the Company paid prepayment penalties and fees totaling $5,000 for the nine months ended September 30, 2015 , which are included in extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. No such prepayment penalties were paid during the three months ended September 30, 2015 . During the three and nine months ended September 30, 2014 , an aggregate of $173.3 million and $1.0 billion , respectively, were repaid prior to maturity with prepayment fees totaling $3.0 million and $35.9 million , respectively, which are included in extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. In addition, the Company paid $0.1 million and $10.2 million , respectively, during the three and nine months ended September 30, 2014 for the settlement of interest rate swaps that were associated with certain mortgage notes that were repaid prior to maturity, which approximated the fair value of the interest rate swaps. The Company wrote off the deferred financing costs and net premiums associated with these mortgage notes payable, which resulted in a gain of $0.4 million during the nine months ended September 30, 2015 . No such gain was recorded during the three months ended September 30, 2015 . During the three and nine months ended September 30, 2014 , a gain of $1.9 million and $18.9 million , respectively, were recorded in relation to the write-off of deferred financing costs and net premiums. These costs are included in extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. The mortgage notes payable repaid during the nine months ended September 30, 2015 had a weighted-average interest rate of 4.63% and a weighted-average remaining term of 16.2 years at the time of extinguishment. On January 13, 2015, a substantially vacant office building in Bethesda, Maryland was foreclosed upon after the Company elected to stop making debt service payments on the related non-recourse loan with an outstanding balance of $53.8 million as of December 31, 2014. As a result of the foreclosure, the Company forfeited its right to the property and was relieved of all obligations on the non-recourse loan. During the nine months ended September 30, 2015 , the Company recorded a gain on the forgiveness of debt of $4.9 million , which is included in extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. On March 6, 2015, the Company received a notice of default from the lender of a non-recourse loan, with a principal balance of $38.1 million as of September 30, 2015 , due to the Company’s failure to pay a reserve payment required per the loan agreement. Due to the default, the Company is currently accruing interest at the default rate of interest of 10.68% per annum. The Company is actively negotiating with the servicer to either restructure the loan or complete foreclosure proceedings. The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to September 30, 2015 (in thousands): Total October 1, 2015 - December 31, 2015 $ 3,738 2016 243,978 2017 449,073 2018 210,948 2019 286,379 Thereafter 2,039,159 Total (1) $ 3,233,275 ____________________________________ (1) Includes $124.3 million of mortgage notes included in liabilities held for sale. Other Debt As of September 30, 2015 , the Company had a secured term loan from KBC Bank, N.V. with an outstanding principal balance of $35.1 million and remaining unamortized premium of $0.3 million (the “KBC Loan”). The interest coupon on the KBC Loan is fixed at 5.81% annually until its maturity in January 2018. The KBC Loan is non-recourse to the Company, subject to limited non-recourse exceptions. The KBC Loan provides for monthly payments of both principal and interest. The scheduled principal repayments subsequent to September 30, 2015 are $1.6 million , $12.5 million , $7.7 million and $13.3 million for the years ended December 31, 2015 , 2016 , 2017 and 2018 , respectively. The KBC Loan is secured by various investment assets held by the Company. The following table is a summary of the amount outstanding and carrying value of the collateral by asset type as of September 30, 2015 (in thousands): Outstanding Balance Collateral Carrying Value Loans held for investment $ 9,708 $ 20,428 Intercompany mortgage loans 2,715 8,013 CMBS 22,714 39,862 $ 35,137 $ 68,303 Corporate Bonds As of September 30, 2015 , the OP had aggregate senior unsecured notes of $2.55 billion outstanding (the “Senior Notes”). The following table presents the three senior notes with their respective terms (dollar amounts in thousands): Outstanding Balance Interest Rate Maturity Date 2017 Senior Notes $ 1,300,000 2.0 % February 6, 2017 2019 Senior Notes 750,000 3.0 % February 6, 2019 2024 Senior Notes 500,000 4.6 % February 6, 2024 Total balance and weighted-average interest rate $ 2,550,000 2.8 % The Senior Notes are guaranteed by the General Partner. The OP may redeem all or a part of any series of the Senior Notes at any time, at its option, for the redemption prices set forth in the indenture governing the Senior Notes. With respect to the 2019 Senior Notes and the 2024 Senior Notes, if such Senior Notes are redeemed on or after January 6, 2019 with respect to the 2019 Senior Notes, or November 6, 2023 with respect to the 2024 Senior Notes, the redemption price will equal 100% of the principal amount of the Senior Notes of the applicable series to be redeemed, plus accrued and unpaid interest on the amount being redeemed to, but excluding, the applicable redemption date. The Senior Notes are registered under the Securities Act of 1933, as amended, and are freely transferable. The Company believes it was in compliance with the covenants pursuant to the indenture governing the Senior Notes as of September 30, 2015 . Convertible Debt As of September 30, 2015 , the OP had two tranches of convertible notes with an aggregate balance of $1.0 billion outstanding to the General Partner (the “Convertible Notes”) comprised of notes due in 2018 (“2018 Convertible Notes”) and notes due in 2020 (“2020 Convertible Notes”). The Convertible Notes are identical to the General Partner’s registered issuance of the same amount of notes to various purchasers in a public offering. The following table presents each of the 2018 Convertible Notes and the 2020 Convertible Notes listed below with their respective terms (dollar amounts in thousands): Outstanding Balance Interest Rate Conversion Rate (1) Maturity Date 2018 Convertible Notes $ 597,500 3.00 % 60.5997 August 1, 2018 2020 Convertible Notes 402,500 3.75 % 66.7249 December 15, 2020 Total balance and weighted-average interest rate $ 1,000,000 3.30 % ____________________________________ (1) Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount. In connection with any permissible conversion election made by the holders of the identical convertible notes issued by the General Partner, the General Partner may elect to convert the 2018 Convertible Notes into cash, General Partner OP Units or a combination thereof, in limited circumstances prior to February 1, 2018 and may convert the 2018 Convertible Notes at any time into such consideration on or after February 1, 2018. Additionally, the General Partner may elect to convert the 2020 Convertible Notes into cash, General Partner OP Units or a combination thereof, in limited circumstances prior to June 15, 2020 and may convert the 2020 Convertible Notes at any time into such consideration on or after June 15, 2020. The Company believes it was in compliance with the covenants pursuant to the indenture governing the Convertible Notes as of September 30, 2015 . Credit Facility The General Partner, as guarantor, and the OP, as borrower, are parties to an unsecured credit facility (the “Credit Facility”) pursuant to a credit agreement, dated as of June 30, 2014, as amended, with Wells Fargo, National Association (“Wells Fargo”), as administrative agent and other lenders party thereto (the “Credit Agreement”). On July 31, 2015, the General Partner and the OP entered into the Second Amendment to Credit Agreement (the “Second Amendment”) with Wells Fargo and other lenders party to the Credit Agreement. Pursuant to the Second Amendment, the maximum capacity under the Credit Facility was reduced from $3.6 billion to $3.3 billion , which included a reduction in the size of the $2.45 billion revolving credit facility to $2.3 billion and the elimination of the $150.0 million multicurrency revolving credit facility. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility was reduced from $50.0 million to $25.0 million . In respect of financial covenants, the Second Amendment reduced the Company’s minimum Unencumbered Asset Value (as defined in the Credit Agreement) from $10.5 billion to $8.0 billion . For the purposes of determining Unencumbered Asset Value, the Company is permitted to include restaurant properties representing more than 30% of its Unencumbered Asset Value in such calculation such that: (i) from July 1, 2015 to June 29, 2016, up to 40% of the Unencumbered Asset Value may be comprised of restaurant properties; and (ii) from June 30, 2016 to December 30, 2016, up to 35% of the Unencumbered Asset Value may be comprised of restaurant properties. From December 31, 2016 on, the maximum percentage of Unencumbered Asset Value attributable to restaurant properties will be reduced back down to 30% . In connection with the Second Amendment, the Company agreed to pay certain customary fees to the consenting lenders and agreed to reimburse customary expenses of the arrangers, which are recorded as deferred financing costs and included in deferred costs and other assets, net on the accompanying consolidated unaudited balance sheets. As of September 30, 2015 , the Credit Facility allowed for maximum borrowings of $3.3 billion , consisting of a $1.0 billion term loan and a $2.3 billion revolving credit facility. The outstanding balance on the Credit Facility was $2.1 billion , of which $1.1 billion bore a floating interest rate of 2.19% , at September 30, 2015 . The remaining outstanding balance on the Credit Facility of $1.0 billion is, in effect, fixed through the use of derivative instruments used to hedge interest rate volatility. Including the spread, which can vary based on the General Partner’s credit rating, the interest rate on this portion was 3.28% at September 30, 2015 . As of September 30, 2015 , a maximum of $1.2 billion was available to the OP for future borrowings, subject to borrowing availability. The revolving credit facility generally bears interest at an annual rate of LIBOR plus from 1.00% to 1.80% or Base Rate plus 0.00% to 0.80% (based upon the General Partner’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR, determined on a daily basis. The term loan facility generally bears interest at an annual rate of LIBOR plus 1.15% to 2.05% , or Base Rate plus 0.15% to 1.05% (based upon the General Partner’s then current credit rating). In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates. The Credit Agreement provides for monthly interest payments under the Credit Facility. In the event of default, at the election of the majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility mature, and payment of any unpaid amounts in respect of the Credit Facility is accelerated. The revolving credit facility and the term loan facility both terminate on June 30, 2018 , in each case, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for a one -year extension option with respect to each of the revolving credit facility and the term loan facility, exercisable at the Company’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions. At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a fee equal to 0.15% to 0.25% per annum (based upon the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the dollar revolving credit facility. In addition, the OP incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees. 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. The Company believes it was in compliance with the Credit Agreement and is not restricted from accessing the borrowing availability under the Credit Facility as of September 30, 2015 . |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities 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 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 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 these objectives, the Company primarily uses interest rate swaps 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. The effective portion of changes in the fair value of derivatives designated 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 the three and nine months ended September 30, 2015 , 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. 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 $8.6 million will be reclassified from other comprehensive income as an increase to interest expense. As of September 30, 2015 , 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 Instruments Notional Amount Interest rate swaps 17 $ 1,248,443 The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2015 December 31, 2014 Interest rate swaps Deferred costs and other assets, net $ — $ 4,941 Interest rate swaps Deferred rent, derivative and other liabilities $ (14,876 ) $ (7,384 ) In January 2014, the Company entered into an interest rate lock agreement with a notional amount of $250.0 million (the “Treasury Lock Agreement”). The Treasury Lock Agreement, which had an original maturity date of February 12, 2014, was entered into to hedge part of the Company’s interest rate exposure associated with the variability in future cash flows attributable to changes in the 10 -year U.S. treasury rates related to the planned issuance of debt securities in conjunction with the Cole Merger. In connection with the Company’s bond offering in February 2014, the Company settled the Treasury Lock Agreement for $3.9 million , which was accounted for as a cash flow hedge, recorded to other comprehensive loss and will be amortized into earnings over the 10 -year term of the Treasury Lock. The Company recognized $0.1 million and $0.4 million of interest expense for the three and nine months ended September 30, 2015 , respectively, related to the Treasury Lock Agreement. Derivatives Not Designated as Hedging Instruments Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the requirements to be classified as hedging instruments. A loss of $1.4 million and loss of $2.1 million related to the change in the fair value of derivatives not designated as hedging instruments and other ineffectiveness was recorded directly in earnings for the three and nine months ended September 30, 2015 , respectively. The Company recorded a loss of $17.5 million and $10.4 million for the three and nine months ended September 30, 2014 , respectively. As of September 30, 2015 , the Company had the following outstanding interest rate derivative that was not designated as a qualifying hedging relationship (dollar amounts in thousands): Interest Rate Derivative Number of Instruments Notional Amount Interest rate swap 1 $ 51,400 The table below presents the fair value of the Company’s derivative financial instrument not designated as a hedge as well as its classification in the consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location September 30, 2015 December 31, 2014 Interest rate swaps Deferred costs and other assets, net $ — $ 568 Interest rate swaps Deferred rent, derivative and other liabilities $ (474 ) $ — Tabular Disclosure of Offsetting Derivatives The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of September 30, 2015 and December 31, 2014 (in thousands). 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 in the accompanying consolidated balance sheets. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount September 30, 2015 $ — $ (15,350 ) $ — $ — $ (15,350 ) $ — $ — $ (15,350 ) December 31, 2014 $ 5,509 $ (7,384 ) $ — $ 5,509 $ (7,384 ) $ — $ — $ (1,875 ) Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision specifying that, if the Company either defaults or is capable of being declared in default on any of its indebtedness, the Company could also be declared in default on its derivative obligations. As of September 30, 2015 , the fair value of the interest rate derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements, was $17.2 million . As of September 30, 2015 , 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 $17.2 million at September 30, 2015 . |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the nine months ended September 30, 2015 and 2014 (in thousands): Nine Months Ended September 30, 2015 2014 Supplemental Disclosures: Cash paid for interest $ 280,659 $ 248,698 Cash paid for income taxes $ 10,205 $ 7,761 Non-cash investing and financing activities: Common stock issued in merger with Cole $ — $ 7,285,868 Accrued capital expenditures and real estate developments $ 4,363 $ 12,634 Accrued deferred financing costs $ 164 $ — Accrued distributions $ 130,648 $ 9,927 Mortgage note payable relieved by foreclosure $ 53,798 $ — Mortgage notes payable assumed in real estate disposition $ 300,720 $ 22,701 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Accrued interest $ 39,119 $ 56,558 Accrued real estate taxes 60,133 37,633 Accounts payable 7,049 10,027 Accrued other 57,903 58,807 Total $ 164,204 $ 163,025 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is involved in various routine legal proceedings and claims incidental to the ordinary course of its business. There are no material legal proceedings pending against the Company, except as follows: Regulatory Investigations and Litigation Relating to the Audit Committee Investigation On October 29, 2014, the Company filed a Current Report on Form 8-K (the “October 29 8-K”) reporting the Audit Committee’s conclusion, based on the preliminary findings of its investigation, that certain previously issued consolidated financial statements of the Company, including those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, and related financial information should no longer be relied upon. Prior to that filing, the Audit Committee previewed for the SEC the information contained in the filing. Subsequent to that filing, the SEC provided notice that it had commenced a formal investigation and issued subpoenas calling for the production of various documents. In addition, the United States Attorney’s Office for the Southern District of New York contacted counsel for the Audit Committee and counsel for the Company with respect to this matter, and the Secretary of the Commonwealth of Massachusetts issued a subpoena calling for the production of various documents. The Audit Committee and the Company are cooperating with these regulators in their investigations. As discussed below, the Company and certain of its former officers and current and former directors have been named as defendants in a number of lawsuits filed following the October 29 8-K, including class actions, derivative actions, and individual actions under the federal securities laws and state common and corporate laws in both federal and state courts in New York and Maryland. Between October 30, 2014 and January 20, 2015, the Company and certain of its former officers and current and former directors (in addition to the Company’s underwriters for certain of the Company’s securities offerings, among other individuals and entities) were named as defendants in ten putative securities class action complaints filed in the United States District Court for the Southern District of New York (the “SDNY Actions”). The Court subsequently consolidated the SDNY Actions under the caption In re American Realty Capital Properties, Inc. Litigation , No. 15-MC-00040 (AKH) (the “SDNY Consolidated Securities Class Action”) and appointed a lead plaintiff. Following the Company’s issuance of its restated financials in March, 2015, on April 17, 2015 the lead plaintiff filed an amended class action complaint, which asserted claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. On May 29, 2015, the defendants filed motions to dismiss certain claims in the SDNY Consolidated Securities Class Action. The court heard oral argument on the motions to dismiss on October 27, 2015. Although the court indicated that it would allow many of the claims asserted against the Company, the OP, and certain other defendants to proceed, in response to the motions made by the defendants, the court directed the plaintiffs to file a second amended class action complaint by December 11, 2015 to enable the plaintiffs to cure certain deficiencies that the court identified in the amended class action complaint. In addition, on November 25, 2014, the Company and certain of its former officers and current and former directors were named as defendants in a putative securities class action complaint filed in the Circuit Court for Baltimore County, Maryland, captioned Wunsch v. American Realty Capital Properties, Inc., et al. , No. 03-C-14-012816 (the “Wunsch Action”). On December 23, 2014, the Company removed the action to the United States District Court for the District of Maryland (Northern Division), under the caption Wunsch v. American Realty Capital Properties, Inc., et al., No. 14-cv-4007 (ELH). On April 15, 2015, the Maryland court transferred the Wunsch Action to the United States District Court for the Southern District of New York, under the caption Wunsch v. American Realty Capital Properties, Inc., et al., No. 15-cv-2934. The Wunsch Action asserts claims for violations of Sections 11 and 15 of the Securities Act of 1933, arising out of allegedly false and misleading statements made in connection with the Company’s securities issued in connection with the Cole Merger. The Company is not yet required to respond to the complaint in the Wunsch Action. Between November 2014 and February 2015, six shareholder derivative actions, purportedly in the name and for the benefit of the Company, were filed against certain of the Company’s former officers and current and former directors in the United States District Court for the Southern District of New York, which were later consolidated under the caption Serafin v. Schorsch, et al., No. 14-cv-9672 (AKH) (the “SDNY Consolidated Derivative Action”). In addition, between December 2014 and January 2015, the Company and certain of its former officers and current and former directors were named as defendants in two shareholder derivative actions filed in the Circuit Court for Baltimore City, Maryland: Meloche v. Schorsch, et al., No. 24-C-14-008210 (the “Meloche Action”) and Botifoll v. Schorsch, et al., No. 24-C-15-000245 (the “ Botifoll Action”). In addition, in January 2015, the Company and certain of its current directors, amongst others, were named as defendants in a shareholder derivative action filed in the Supreme Court of the State of New York, captioned Fran Kosky Roth IRA v. Rendell, et al. , No. 15-650269 (the “New York Derivative Action,” and together with the SDNY Consolidated Derivative Action, the Meloche Action, and the Botifoll Action, the “Derivative Actions”). The Derivative Actions sought money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty, abuse of control, gross mismanagement and unjust enrichment in connection with the alleged conduct underlying the claims asserted in the securities actions and negligence and breach of contract. On March 10, 2015, the plaintiffs in the SDNY Consolidated Derivative Action filed a consolidated amended complaint. On April 3, 2015, the Company and other defendants filed motions to dismiss the consolidated amended complaint in the SDNY Consolidated Derivative Action due to plaintiffs’ failure to make a pre-suit demand as required under Maryland law, which the Court granted on June 24, 2015. On July 8, 2015, the plaintiffs in the Botifoll Action voluntarily dismissed their complaint without prejudice. On July 15, 2015, the parties to the New York Derivative Action entered into a stipulation dismissing the action with prejudice as to plaintiffs’ failure to comply with the pre-suit demand requirement under Maryland law and without prejudice as to the underlying claims. On August 11, 2015, the plaintiff in the Meloche Action voluntarily dismissed the complaint without prejudice. In January 2015, the Company and certain of its former directors and officers were named as defendants in an individual securities fraud action filed in the United States District Court for the Southern District of New York, captioned Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 15-cv-307 (AKH) (the “Jet Capital Action”). The Jet Capital Action seeks money damages and asserts claims for alleged violations of Sections 10(b), 18 and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, as well as common law fraud under New York law in connection with the purchase of the Company’s securities. On April 17, 2015, the plaintiff filed an amended complaint. On May 29, 2015, the Company and other defendants filed motions to dismiss certain claims in the Jet Capital Action. On October 27, 2015, the court heard oral argument on the motions to dismiss and denied the motions. The Company, certain of its former officers and current and former directors, and ARC Properties Operating Partnership L.P. (in addition to several other individuals and entities) have also been named as defendants in two additional individual securities fraud actions filed in the United States District Court for the Southern District of New York, captioned Twin Securities, Inc. v. American Realty Capital Properties, Inc., et al. , No. 15-cv-1291 (the “Twin Securities Action”) and HG Vora Special Opportunities Master Fund, Ltd v. American Realty Capital Properties, Inc., et al., No. 15-cv-4107 (the “HG Vora Action”). The Twin Securities Action and the HG Vora Action seek money damages and assert claims for alleged violations of Sections 10(b), 14(a), 18, and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as well as common law fraud under New York law in connection with the purchase of the Company’s securities. The Company and defendants are not yet required to respond to the complaints in either of these actions. On July 31, 2015, the Company and certain of its former officers and current and former directors were named as defendants in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Witchko v. Schorsch, et al ., No. 15-cv-06043 (AKH) (the “Witchko Action”). Witchko asserts claims under Section 14 of the Exchange Act arising out of allegedly false and misleading statements made in the Company’s proxy statements and the incorporation by reference of allegedly false and misleading financial statements. The action seeks money damages and other relief on behalf of the Company, for, among other things, alleged breach of fiduciary duty, abuse of control and unjust enrichment. On October 15, 2015, the Company and other defendants filed motions to dismiss the Witchko Action due to plaintiff’s failure to plead facts, as required under Maryland law, demonstrating that the Board’s decision to refuse plaintiff’s pre-suit demand was wrongful and not a protected business judgment. On October 27, 2015, the Company and certain of its former officers, the OP, and other entities were named as defendants in an individual securities fraud action filed in the United States District Court for the District of Arizona, captioned Vanguard Specialized Funds, et al. v. VEREIT, Inc. et al. , No. 15-cv-02157 (ESW) (the “Vanguard Action”). The Vanguard Action seeks money damages and asserts claims for alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The Vanguard Action also asserts claims under Arizona law pursuant to the Arizona Consumer Fraud Act and seeks punitive damages thereunder. The Company is not yet required to respond to the complaint in the Vanguard Action. On October 27 and October 28, 2015, the Company and certain of its former officers, the OP, and other entities were named as defendants in four individual securities fraud actions filed in the United States District Court for the Southern District of New York: BlackRock ACS US Equity Tracker Fund, et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08464 (the “BlackRock Action”); PIMCO Funds: PIMCO Diversified Income Fund, et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08466 (the “PIMCO Action”); Clearline Capital Partners LP, et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08467 (the “Clearline Action”); and Pentwater Equity Opportunities Master Fund Ltd., et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08510 (the “Pentwater Action”). The BlackRock Action, the PIMCO Action, the Clearline Action and the Pentwater Action seek money damages arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The BlackRock Action and the PIMCO Action assert claims for alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The BlackRock Action also asserts claims under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The Clearline Action and the Pentwater Action assert claims under Sections 10(b), 18(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Clearline Action and the Pentwater Action also assert a claim for common law fraud under New York law and seek punitive damages thereunder. The Company is not yet required to respond to the complaints in the BlackRock Action, the PIMCO Action, the Clearline Action or the Pentwater Action. On October 28, 2015, the Company and certain of its former officers and directors (among other individuals and entities) were named as defendants in a putative securities class action complaint filed in the United States District Court for the Southern District of New York: IRA FBO John Esposito v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08508 (the “Esposito Action”). The Esposito Action seeks money damages and asserts claims for alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder, arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The Company is not yet required to respond to the complaint in the Esposito Action. On October 30, 2015, the Company and certain of its former officers and directors were named as defendants in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Serafin, et al. v. Schorsch, et al. , No. 15-cv-08563 (the “Serafin Action”). The action seeks money damages and other relief on behalf of the Company for, among other things, alleged breach of fiduciary duty and contribution and indemnification. The Company and defendants are not yet required to respond to the complaint in this action. The Company has not reserved amounts for any of the litigation or investigation matters referenced above either because we have not concluded that a loss is probable in the matter or because we believe that any probable loss or range of loss is not reasonably estimable at this time. ARCT III Litigation Matters After the announcement of the merger agreement with American Realty Capital Trust III, Inc. (“ARCT III”) in December 2012 (the “ARCT III Merger Agreement”), a putative class action lawsuit was filed in January 2013 against the Company, the OP, ARCT III, ARCT III’s operating partnership, members of the board of directors of ARCT III and certain subsidiaries of the Company in Supreme Court in the State of New York, captioned Quall v. American Realty Capital Properties, et al., No. 650329/2013. The plaintiff alleged, among other things, that the ARCT III board 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. The proposed settlement terms required 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, but did not include any monetary payment to plaintiff. The memorandum of understanding also provided that the parties would enter into a stipulation of settlement, which would 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, which has not yet occurred, 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 settlement will be under the same terms as those contemplated by the memorandum of understanding. CapLease Litigation Matters Following the announcement of the merger agreement with CapLease in May 2013, a number of lawsuits were filed by CapLease stockholders, the following of which remain pending: On June 25, 2013, a putative class action and derivative lawsuit was filed in the Circuit Court for Baltimore City against the Company, the OP, CapLease, and members of the CapLease board of directors, among others, captioned Tarver v. CapLease, Inc., et al., No. 24-C-13-004176 (the “Tarver Action”). The complaint alleged, among other things, that the merger agreement was the product of breaches of fiduciary duty by the CapLease directors because the transaction purportedly did not provide for full and fair value for the CapLease shareholders and was not the result of a competitive bidding process, the merger agreement allegedly contained coercive deal protection measures and the merger was purportedly 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 merger agreement. The complaint also alleged that CapLease,the Company, the OP and others aided and abetted the CapLease directors’ alleged breaches of fiduciary duty. In August 2013, counsel in the Tarver Action filed a motion for a stay in the Baltimore Court, informing the court that the plaintiff had agreed to join and participate in the prosecution of other actions concerning the CapLease transaction then pending in a New York court (which were subsequently dismissed). The stay was granted by the Baltimore Court and there has been no subsequent activity in the Tarver Action. In October 2013, a putative class action lawsuit was filed in the Circuit Court for Baltimore City against the Company, the OP, CapLease, and members of the CapLease board of directors, among others, captioned Poling v. CapLease, Inc., et al., No. 24-C-13-006178 (the “Poling Action”). The complaint alleged that the merger agreement breached the terms of the CapLease 8.375% Series B Cumulative Redeemable Preferred Stock (“Series B”) and the terms of the 7.25% Series C Cumulative Redeemable Preferred Stock (“Series C”) and was in violation of the Series B Articles Supplementary and the Series C Articles Supplementary. The complaint alleged claims for breach of contract and breach of fiduciary duty against the CapLease entities and the CapLease board of directors, and that the Company, the OP and Safari Acquisition, LLC aided and abetted CapLease and the CapLease directors’ alleged breach of contract and breach of fiduciary duty. In December 2013, all Defendants filed a motion to dismiss the Poling Action, which was granted by the court in May 2015. Plaintiff filed a notice of appeal on June 4, 2015. Cole Litigation Matters Two actions filed in March and April 2013 in the United States District Court for the District of Arizona, assert shareholder class action claims under the Securities Act of 1933, along with claims for breach of fiduciary duty, abuse of control, corporate waste, and unjust enrichment, among others, relating to the merger between a wholly owned subsidiary of Cole and Cole Holdings Corporation, pursuant to which Cole became a self-managed REIT; Schindler v. Cole Holdings Corp., et al., 13-cv-00712; and Carter v. Cole Holdings Corp., et al., 13-cv-00629. Defendants filed a motion to dismiss both complaints in January 2014. Both of those lawsuits have been stayed by the Court pursuant to a joint request made by all parties pending final approval of the Consolidated Maryland Cole Merger Action described below. To date, a number of lawsuits have been filed in connection with the Cole Merger, the following of which remain pending. Between October and November 2013, eight putative stockholder class action or derivative lawsuits were filed in the Circuit Court for Baltimore City, Maryland, which were consolidated in December 2013, under the caption Polage v. Cole Real Estate Investments, Inc., et al. , 24-c-13-006665 (the “Consolidated Maryland Cole Merger Action”). These lawsuits named the Company, Cole and Cole’s board of directors as defendants, and certain of the actions also named CREInvestments, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Cole, as a defendant. Each complaint generally alleged that the individual defendants breached fiduciary duties owed to stockholders of Cole in connection with the Cole Merger, and that certain entity defendants aided and abetted those breaches. The breach of fiduciary duty claims asserted included claims that the Cole Merger did not provide for full and fair value for the Cole shareholders and was the product of an “inadequate sale process,” that the Cole Merger Agreement contained coercive deal protection measures and that the Cole Merger Agreement and the Cole Merger were approved as a result of, or in a manner which facilitated, improper self-dealing by certain defendants. In addition, certain of the lawsuits claimed that the individual defendants breached their duty of candor to shareholders and/or asserted claims derivatively against the individual defendants for their alleged breach of fiduciary duties owed to Cole, waste of corporate assets and unjust enrichment. Among other remedies, the complaints sought unspecified money damages, costs and attorneys’ fees. In January 2014, the parties to the Consolidated Maryland Cole Merger Action entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of Cole stockholders. The proposed settlement terms required Cole to make certain additional disclosures related to the Cole Merger, which were included in a Current Report on Form 8-K filed by Cole with the SEC on January 14, 2014. The memorandum of understanding also contemplated that the parties would enter into a stipulation of settlement, subject to customary conditions, including confirmatory discovery and court approval following notice to Cole’s stockholders. In August 2014, the parties in the Consolidated Maryland Cole Merger Action executed a Stipulation and Release and Agreement of Compromise and Settlement (the “Stipulation”) and the Baltimore Circuit Court entered an Order on Preliminary Approval of Derivative and Class Action Settlement and Class Action Certification and scheduled a final settlement hearing. In December 2014, the parties in the Consolidated Maryland Cole Merger Action executed an Amended Stipulation and Release and Agreement of Compromise and Settlement (the “Amended Stipulation”) modifying the Stipulation. In January 2015, the Baltimore Circuit Court issued an order approving the settlement pursuant to the terms of the Amended Stipulation. Under the terms of the approved settlement, defendants paid a settlement amount of $14.0 million , half of which was to be used for attorney’s fees. One objector is pursuing an appeal of the settlement order. That appeal is pending. In December 2013, Realistic Partners filed a putative class action lawsuit against the Company and the then-members of its board of directors in the Supreme Court for the State of New York, captioned Realistic Partners v. American Realty Capital Partners, et al., No. 654468/2013. Cole was later added as a defendant. The plaintiff alleged, among other things, that the board of the Company breached its fiduciary duties in connection with the transactions contemplated under the Cole Merger Agreement and that Cole aided and abetted those breaches. In January 2014, the parties entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of the Company’s stockholders. The proposed settlement terms required the Company to make certain additional disclosures related to the Cole Merger, which were included in a Current Report on Form 8-K filed by the Company with the SEC on January 17, 2014. The memorandum of understanding also contemplated that the parties would enter into a stipulation of settlement, which would be subject to customary conditions, including confirmatory discovery and court approval following notice to the Company’s stockholders, and provided that the defendants would not object to a payment of up to $625,000 for attorneys’ fees. If the parties enter into a stipulation of settlement, which has not occurred, 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. Contractual Lease Obligations The following table reflects the minimum base rent payments due from the Company over the next five years and thereafter for certain ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations (in thousands): Future Minimum Base Rent Payments Ground Leases Offices Leases October 1, 2015 - December 31, 2015 $ 4,845 $ 1,292 2016 18,518 5,010 2017 17,947 4,585 2018 15,785 4,703 2019 15,383 4,769 Thereafter 251,217 18,558 Total $ 323,695 $ 38,917 Purchase Commitments Cole Capital enters into purchase and sale agreements and deposits funds into escrow towards the purchase of real estate assets, most of which are expected to be assigned to one of the Managed REITs at or prior to the closing of the respective acquisition. As of September 30, 2015 , Cole Capital was a party to 26 purchase and sale agreements with unaffiliated third-party sellers to purchase a 100% interest in 33 properties, subject to meeting certain criteria, for an aggregate purchase price of $417.0 million , exclusive of closing costs. As of September 30, 2015 , Cole Capital had $5.9 million of property escrow deposits held by escrow agents in connection with these future property acquisitions, which may be forfeited if the transactions are not completed under certain circumstances. Cole Capital will be reimbursed by the assigned Managed REIT for amounts escrowed when the property is assigned to the respective Managed REIT. 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. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity Common Stock and General Partner OP Units The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of September 30, 2015 , the General Partner had approximately 905.0 million common shares issued and outstanding. Additionally, the Operating Partnership had approximately 905.0 million General Partner OP Units issued and outstanding as of September 30, 2015 , corresponding to the General Partner’s outstanding shares of Common Stock. Preferred Stock and Preferred OP Units On January 3, 2014, in connection with the ARCT IV Merger, 42.2 million shares of Series F Preferred Stock were issued, resulting in the Operating Partnership concurrently issuing 42.2 million General Partner Series F preferred units (“General Partner Series F Preferred Units”) to the General Partner, and 700,000 Series F Preferred Units (“Limited Partner Series F Preferred Units”) to holders of each outstanding unit of American Realty Capital Operating Partnership IV, L.P. (the “ARCT IV Operating Partnership”) (each, an “ARCT IV OP Unit”). As of September 30, 2015 , there were approximately 42.8 million shares of Series F Preferred Stock (and approximately 42.8 million corresponding General Partner Series F Preferred Units) and 86,874 Limited Partner Series F Preferred Units issued and outstanding. The Series F Preferred Units contain the same terms as the Series F Preferred Stock. Therefore, the Series F Preferred Stock/Units will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share/unit (equivalent to $1.675 per share/unit on an annual basis). The Series F Preferred Stock is not redeemable by the Company before the fifth anniversary of the date on which such Series F Preferred Stock was issued (the “Initial Redemption Date”), except under circumstances intended to preserve the General Partner’s status as a REIT 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 General Partner redeems or otherwise repurchases them or they become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred Stock traded on the NASDAQ under the symbol “ARCPP” through July 30, 2015. The Series F Preferred Stock began trading on the NYSE under the symbol “VER PRF” on July 31, 2015. Limited Partner OP Units As of September 30, 2015 and December 31, 2014 , the Operating Partnership had approximately 23.8 million of Limited Partner OP Units outstanding. On March 11, 2015, the Company received redemption requests totaling approximately 13.1 million OP Units ( $126.7 million based on a redemption price of $9.65 ) from certain affiliates of ARC Properties Advisors, LLC (the “Former Manager”). The Company believes it has potential claims against recipients of those OP Units and is engaged in discussions with affiliates of the Former Manager regarding the redemption requests. Pending any resolution, the Company does not currently intend to satisfy any of the redemption requests. In light of the potential claims, the OP did not pay distributions in respect of a substantial portion of the outstanding Limited Partner OP Units on October 15, 2015, when the Common Stock dividend was otherwise paid. Public Offerings On May 28, 2014, the General Partner closed on a public offering of 138.0 million shares of Common Stock at a price of $12.00 per share. The net proceeds to the General Partner were $1.6 billion after deducting underwriting discounts, commissions and offering-related expenses. Concurrently, the Operating Partnership issued the General Partner 138.0 million General Partner OP Units. Common Stock Dividends On December 23, 2014, in connection with the amendments to the Credit Facility, the Company agreed to suspend payment of dividends on its common stock until it complied with certain financial statement delivery and other information requirements. On March 30, 2015, the Company satisfied these financial statement and other information requirements. On August 5, 2015, the Company declared a dividend of $0.1375 per share of Common Stock (equaling an annualized dividend rate of $0.55 per share) to stockholders of record as of September 30, 2015 , which was paid on October 15, 2015, and December 31, 2015, which will be paid on January 15, 2016. Common Stock Repurchases Under the General Partner’s Equity Plan (defined below), individuals have the option to have the General Partner repurchase shares vesting from awards made under the Equity Plan in order to satisfy the minimum federal and state tax withholding obligations. During the nine months ended September 30, 2015 , the General Partner repurchased 183,492 shares to satisfy the federal and state tax withholding on behalf of employees. |
Equity-based Compensation
Equity-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-based Compensation | Equity-based Compensation Equity Plan The General Partner has adopted an equity plan (the “Equity Plan”), which provides for the grant of stock options, stock appreciation rights, restricted shares of Common Stock (“Restricted Shares”), restricted stock units (“Restricted Stock Units”), dividend equivalent rights and other stock-based awards to the General Partner’s and its affiliates’ non-executive directors, officers and other employees and advisors or consultants who are providing services to the General Partner or its affiliates. To date, the General Partner has granted fully vested shares of Common Stock, Restricted Shares, Restricted Stock Units and Deferred Stock Units, as defined below, under the Equity Plan. Restricted Shares provide for rights identical to those of Common Stock. Restricted Stock Units do not provide for any rights of a common stockholder prior to the vesting of such Restricted Stock Units. In accordance with U.S. GAAP, Restricted Shares are considered issued and outstanding. As is the case when fully vested shares of Common Stock are issued from the Equity Plan, for each Restricted Share awarded under the Equity Plan, the Operating Partnership issues a General Partner OP Unit to the General Partner with identical terms. Upon vesting of Restricted Stock Units, the Operating Partnership issues a General Partner OP Unit to the General Partner for each share of Common Stock issued as a result of such vesting. The General Partner 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. As of September 30, 2015 , the General Partner had cumulatively awarded under its Equity Plan approximately 4.2 million Restricted Shares, net of the forfeiture of 3.5 million Restricted Shares through that date, 2.1 million Restricted Stock Units, net of the forfeiture of 0.2 million Restricted Stock Units through that date, and 0.1 million Deferred Stock Units, as defined below, collectively representing approximately 6.4 million shares of Common Stock. Accordingly, as of such date, approximately 86.4 million additional shares were available for future issuance. During the nine months ended September 30, 2015 , the General Partner awarded 5,634 common shares. The fair value of the awards was determined using the closing stock price on the grant date and expensed in full on the grant date. The Company recorded $0.1 million of compensation expense related to the awards for the nine months ended September 30, 2015 , which is recorded in general and administrative expense in the accompanying consolidated statements of operations. Restricted Shares The Company has issued Restricted Shares to certain employees and non-executive directors beginning in 2011 through September 30, 2015 . In addition, the Company issued Restricted Shares to employees of affiliates of the Former Manager prior to 2015. The fair value of the Restricted Shares granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis. The fair value of Restricted Shares granted to non-executive directors and employees of affiliates of the Former Manager under the Equity Plan is measured based upon the fair value of goods or services received or the equity instruments granted, whichever is more reliably determinable and is expensed in full at the date of grant. During the three and nine months ended September 30, 2015 , the Company recorded $0.6 million and $2.7 million , respectively, of compensation expense related to the Restricted Shares, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. The following table details the activity of the Restricted Shares during the nine months ended September 30, 2015 . Restricted Shares Weighted-Average Grant Date Fair Value Unvested shares, December 31, 2014 2,684,062 $ 13.84 Granted 4,010 9.76 Vested (749,184 ) 13.95 Forfeited (424,654 ) 13.64 Unvested shares, September 30, 2015 1,514,234 $ 13.84 Time-Based Restricted Stock Units During the nine months ended September 30, 2015 , the General Partner awarded Restricted Stock Units to certain employees that will vest if the recipient maintains his/her employment over the requisite service period (the “Time-Based Restricted Stock Units”). The fair value of the Time-Based Restricted Stock Units granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis, which is generally three years. During the three and nine months ended September 30, 2015 , the Company recorded $0.5 million and $1.1 million , respectively, of compensation expense related to the Time-Based Restricted Stock Units, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. Deferred Stock Units During the nine months ended September 30, 2015 , the General Partner awarded Deferred Stock Units to non-executive directors under the Equity Plan (the “Deferred Stock Units”). Each Deferred Stock Unit represents the right to receive one share of Common Stock. The Deferred Stock Units provide for immediate vesting and will be settled with Common Stock on the earlier of the date on which the respective director separates from the Company or the third anniversary of the grant date. The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed in full on the grant date. During the three and nine months ended September 30, 2015 , the Company recorded $0.1 million and $0.8 million , respectively, of expense related to the Deferred Stock Units, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. The following table details the activity of the Time-Based Restricted Stock Units and Deferred Stock Units during the nine months ended September 30, 2015 . Time-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Deferred Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2014 — $ — — $ — Granted 642,808 9.68 90,076 8.75 Vested (379 ) 9.76 (90,076 ) 8.75 Forfeited (30,344 ) 9.76 — — Unvested units, September 30, 2015 612,085 $ 9.68 — $ — Market-Based Restricted Stock Units During the nine months ended September 30, 2015 , the General Partner awarded Restricted Stock Units to certain employees under the Equity Plan that are contingent upon the Common Stock reaching a certain market price (the “Market-Based Restricted Stock Units”). The Market-Based Restricted Stock Units will vest on December 31, 2015 if the employee is still employed as of such date and if the closing price of the Common Stock exceeds $10 per share for 20 consecutive trading days (the “Market Condition”) prior to December 31, 2015. If the Market Condition is achieved subsequent to December 31, 2015 but prior to December 31, 2017, the Market-Based Restricted Stock Units will vest on the date the Market Condition is satisfied, provided the recipient has maintained his/her continuous employment for the required period. If the Market Condition is not satisfied by December 31, 2017, the Market-Based Restricted Stock Units will become null and void. The fair value and derived service period of the Market-Based Restricted Stock Units as of their grant date is determined using a Monte Carlo simulation, which takes into account multiple input variables that determine the probability of satisfying the Market Condition. The method requires the input of assumptions, including the future dividend yield and expected volatility of the Common Stock. Compensation expense relating to the awards that are expected to vest upon achieving the Market Condition is recognized on a straight-line basis over the derived service period regardless of whether the Market Condition is satisfied, provided that the requisite service condition has been achieved. The amount of periodic expense recognized is based upon the estimated forfeiture rate, which is updated according to actual forfeiture activity. During the three and nine months ended September 30, 2015 , the Company recorded $2.2 million and $4.3 million , respectively, of expense related to the Market-Based Restricted Stock Units which is recorded in general and administrative expense in the accompanying consolidated statements of operations. Long-Term Incentive Awards During the nine months ended September 30, 2015 , the General Partner awarded long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to certain employees under the Equity Plan. Vesting of the LTI Target Awards is based upon the General Partner’s level of achievement of total stockholder return (“TSR”), including both share price appreciation and common stock dividends, as measured equally against a market index and against a peer group for the period from April 1, 2015 through December 31, 2017 (“LTI Performance Period”). The fair value and derived service period of the LTI Target Awards as of their grant date is determined using a Monte Carlo simulation which takes into account multiple input variables that determine the probability of satisfying the required TSR, as outlined in the award agreements. This method requires the input of assumptions, including the future dividend yield, the expected volatility of the Common Stock and the expected volatility of the market index constituents and the peer group. Compensation expense relating to awards that are expected to vest based upon the General Partner’s expected TSR is recognized on a straight-line basis over the derived service period regardless of whether the necessary TSR is attained, provided that the requisite service condition has been achieved. The amount of periodic expense recognized is based upon the estimated forfeiture rate, which is updated according to actual forfeiture activity. During the three and nine months ended September 30, 2015 , the Company recorded $0.6 million and $1.3 million , respectively, of expense related to the LTI Target Awards, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. The following table details the activity of the unvested Market-Based Restricted Stock Units and the LTI Target Awards during the nine months ended September 30, 2015 . Market-Based Restricted Stock Units Weighted-Average Grant Date Fair Value LTI Target Awards Weighted-Average Grant Date Unvested units, December 31, 2014 — $ — — $ — Granted 922,686 8.57 759,241 11.65 Vested — — (828 ) 11.77 Forfeited (95,592 ) 8.58 (60,614 ) 11.77 Unvested units, September 30, 2015 827,094 $ 8.57 697,799 $ 11.64 Director Stock Plan The General Partner adopted the Non-Executive Director Stock Plan (the “Director Stock Plan”), which provides for the grant of Restricted Shares of common stock to each of the General Partner’s non-executive directors. As of September 30, 2015 , all shares awarded by the General Partner have vested and there was no activity within the Director Stock Plan during the nine months ended September 30, 2015 . The fair value of these Restricted Shares, as well as the corresponding General Partner OP Units issued by the Operating Partnership, under the Director Stock Plan is determined based upon the closing stock price on the grant date. Multi-Year Outperformance Plans Upon consummation of the merger with ARCT III, the Company entered into the 2013 Advisor Multi-Year Outperformance Agreement (the “OPP”) with the Former Manager, whereby the Former Manager was able to earn compensation upon the attainment of stockholder value creation targets. Under the OPP, the Former Manager was granted long-term incentive plan units of the OP (“LTIP Units”), which could be earned or forfeited based on the General Partner’s total return to stockholders, as defined by the OPP, for the three -year period that commenced on December 11, 2012. Pursuant to previous authorization from the General Partner’s board of directors, as a result of the termination of the Management Agreement, all of the approximately 8.2 million LTIP Units were deemed vested and convertible into OP Units upon the consummation of the Company’s transition to self-management on January 8, 2014 and were converted into OP Units on such date. On October 3, 2013, the General Partner’s board of directors approved a multi-year outperformance plan (the “2014 OPP”), which became effective upon the General Partner’s transition to self-management on January 8, 2014. Under the 2014 OPP, individual agreements were entered into between the General Partner and the participants selected by the General Partner’s board of directors (the “Participants”) that set forth the Participant’s participation percentage in the 2014 OPP and the number of LTIP Units of the OP subject to the award (“OPP Agreements”). Under the 2014 OPP and the OPP Agreements, the Participants were eligible to earn performance-based bonus awards equal to the Participant’s participation percentage of a pool that is funded up to a maximum award opportunity of approximately 5% of the General Partner’s equity market capitalization at the time of the approval of the 2014 OPP which, following the Audit Committee’s and Company’s review, was determined to be $120.0 million , not the $218.1 million pool which had been used originally to calculate and report the awards issued to the Participants. During the three months ended December 31, 2014 , all of the Participants in the 2014 OPP departed from the Company and forfeited all of their interests in the 2014 OPP. As such, all equity-based compensation expense related to the 2014 OPP was reversed in the three months ended December 31, 2014 and no expense was recorded during the three and nine months ended September 30, 2015 . During the three and nine months ended September 30, 2014 , the Company recorded $2.7 million and $8.0 million of equity-based compensation expense relating to the 2014 OPP, which is included in general and administrative expense in the accompanying statements of operations. The Compensation Committee of the General Partner’s board of directors (the “Compensation Committee”) elected to terminate the 2014 OPP on April 23, 2015, which had zero LTIP Units outstanding following the fourth quarter 2014 departures of the Participants. During the first quarter of 2015, the Compensation Committee, with input from its independent compensation consultant, elected to adopt the LTI Target Award structure described above. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements Prior to January 8, 2014, the Former Manager managed the Company’s affairs on a day-to-day basis, with the exception of certain acquisition, accounting and portfolio management services performed by employees of the Company. In August 2013, the Company’s board of directors determined that it was in the best interest of the Company and its stockholders to become self-managed, and the Company transitioned to self-management on January 8, 2014. In connection with becoming self-managed, the General Partner terminated the management agreement with the Former Manager and the General Partner and the OP entered into employment and incentive compensation arrangements with certain former executives. In 2014, the Company, ARCT III and ARCT IV incurred commissions, fees and expenses payable to the Former Manager and its affiliates including Realty Capital Securities, LLC (“RCS”), RCS Advisory Services, LLC (“RCS Advisory”), AR Capital, LLC (“ARC”), ARC Advisory Services, LLC (“ARC Advisory”), American Realty Capital Advisors III, LLC (the “ARCT III Advisor”), American Realty Capital Advisors IV, LLC (the “ARCT IV Advisor”), American National Stock Transfer, LLC (“ANST”) and ARC Real Estate Partners, LLC (“ARC Real Estate”). As a result of the resignations of certain officers and directors in December 2014, the Former Manager and its affiliates are no longer affiliated with the Company. During the three and nine months ended September 30, 2015 , there were no material transactions with the Former Manager or any of the Former Manager’s affiliates. The Audit Committee Investigation identified certain payments made by the Company to the Former Manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny. As of December 31, 2014 , the Company had recovered consideration valued at $8.5 million in respect of such payments. The Company is considering whether it has a right to seek recovery for any other such payments and, if so, its alternatives for seeking recovery. The Company believes it has potential claims against recipients of certain OP Units and is engaged in discussions with affiliates of the Former Manager regarding pending redemption requests. Prior to any resolution, the Company does not currently intend to satisfy any of the redemption requests. See Note 15 – Equity for further discussion. As of September 30, 2015 , no asset has been recognized in the accompanying consolidated financial statements related to any potential recovery . The following table summarizes the related party fees and expenses incurred by the Company and ARCT IV by category and the aggregate amounts contained in such categories for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Expenses and capitalized costs: Offering related costs $ — $ — $ — $ 2,150 Acquisition related expenses — — — 1,652 Merger and other non-routine transaction related costs — — — 137,778 Management fees to affiliates — — — 13,888 General and administrative expenses — 60 — 16,089 Indirect affiliate expenses — 5,595 — 10,090 Total expenses and capitalized costs $ — $ 5,655 $ — $ 181,647 The following sections below further expand on the summarized related party transactions listed above. Unless otherwise indicated, all of the related party fees and expenses discussed below were incurred and recognized during the three and nine months ended September 30, 2014 . No such expenses were incurred during the three and nine months ended September 30, 2015 . Offering Related Costs The Company and ARCT IV recorded commissions, fees and offering cost reimbursements for services provided to the Company and ARCT IV, as applicable, by affiliates of the Former Manager. During the nine months ended September 30, 2014 , the Company incurred $2.2 million i n commissions and fees paid to RCS in connection with the ARCT IV IPO, for which RCS served as the dealer manager. In addition, the Company reimbursed RCS for services relating to the Company’s ATM equity program during 2014. Offering related costs are included in offering costs in the accompanying consolidated statements of changes in equity. No fees were incurred during the three months ended September 30, 2014 in connection with these transactions. Acquisition Related Expenses During the nine months ended September 30, 2014 , the Company paid a fee of $1.0 million (equal to 0.25% of the contract purchase price) to RCS for strategic advisory services related to its acquisition of certain properties from Fortress Investment Group LLC and $0.6 million (equal to 0.25% of the contract purchase price) to RCS related to its acquisition of certain properties from Inland American Real Estate Trust, Inc. (“Inland”). No fees were incurred during the three months ended September 30, 2014 in connection with these transactions. Merger and Other Non-routine Transactions The Company and ARCT IV incurred fees and expenses payable to the Former Manager and its affiliates for services related to mergers and other non-routine transactions, as discussed below. The tables below shows fees and expenses attributable to each merger and other non-routine transaction during the nine months ended September 30, 2014 (in thousands). No related party transactions classified as merger and other non-routine transactions in the accompanying consolidated statements of operations were incurred during the three months ended September 30, 2014 . Nine Months Ended September 30, 2014 ARCT IV Merger Internalization and Other Cole Merger Multi-tenant Spin Off Total Merger related costs: Strategic advisory services $ 8,400 $ — $ 17,115 $ 1,750 $ 27,265 Personnel costs and other reimbursements — — 72 — 72 Other non-routine transaction related costs: Subordinated distribution fees 78,244 — — — 78,244 Furniture, fixtures and equipment 5,800 10,000 — — 15,800 Other fees and expenses — — 2,900 — 2,900 Personnel costs and other reimbursements 417 — 1,728 — 2,145 Post-transaction support services 1,352 10,000 — — 11,352 Total merger and other non-routine transaction related costs $ 94,213 $ 20,000 $ 21,815 $ 1,750 $ 137,778 Merger Related Costs ARCT IV Merger Pursuant to ARCT IV’s advisory agreement with the ARCT IV Advisor, ARCT IV agreed to pay the ARCT IV Advisor a brokerage commission on the sale of property in connection with the ARCT IV Merger. At the time of the ARCT IV merger, ARCT IV paid $8.4 million to the ARCT IV Advisor in connection with this agreement. These commissions were included in merger and other non-routine transactions in the accompanying consolidated statements of operations for the nine months ended September 30, 2014 . Cole Merger The Company entered into an agreement with RCS under which RCS agreed to provide strategic and financial advisory services to the Company in connection with the Cole Merger. The Company agreed to pay a fee equal to 0.25% of the transaction value upon the consummation of the transaction and reimburse out of pocket expenses. The Company incurred and recognized $14.2 million in expense from this agreement during the nine months ended September 30, 2014 . Pursuant to the Transaction Management Services Agreement, dated December 9, 2013, the Company and the OP agreed to pay RCS Advisory an aggregate fee of $2.9 million in connection with providing the following services: transaction management support related to the Cole Merger up to the date of the Transaction Management Services Agreement and ongoing transaction management support, marketing support, due diligence coordination and event coordination up to the date of the termination of the Transaction Management Services Agreement. The Transaction Management Services Agreement expired on the consummation of the Company’s transition to self-management on January 8, 2014. The Company paid RCS Advisory $2.9 million thereunder on January 8, 2014. Multi-tenant Spin-off The Company entered into an agreement with RCS, under which RCS agreed to provide strategic and financial advisory services to the Company in connection with a spin-off of the Company’s multi-tenant shopping center business. During the nine months ended September 30, 2014 , the Company incurred $1.8 million of such fees, which are included in merger and other non-routine transactions in the accompanying consolidated statement of operations. Other Non-routine Transactions ARCT IV Merger Subordinated Distribution Fee On January 3, 2014, the OP entered into a Contribution and Exchange Agreement (the “ARCT IV Contribution and Exchange Agreement”) with the ARCT IV OP, American Realty Capital Trust IV Special Limited Partner, LLC (the “ARCT IV Special Limited Partner”) and ARC Real Estate. The ARCT IV Special Limited Partner was entitled to receive certain distributions from the ARCT IV 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 IV OP). The ARCT IV Merger constituted an “investment liquidity event,” due to the attainment of the 6.0% performance hurdle and the return to ARCT IV’s stockholders of $358.3 million in addition to their initial investment. Pursuant to the ARCT IV Contribution and Exchange Agreement, the ARCT IV Special Limited Partner contributed its interest in the ARCT IV OP, inclusive of the $78.2 million of subordinated distribution proceeds received, to the ARCT IV OP in exchange for 2.8 million ARCT IV OP Units. Upon consummation of the ARCT IV Merger, these ARCT IV OP Units were immediately converted into 6.7 million OP Units after application of the applicable ARCT IV exchange ratio. In conjunction with the merger agreement with ARCT IV, the ARCT IV Special Limited Partner agreed to hold its OP Units for a minimum of two years before converting them into shares of the Company’s common stock. Furniture, Fixtures and Equipment and Other Assets The Company entered into three agreements with affiliates of the Former Manager and the Former Manager (the “Sellers”), as applicable, pursuant to which, the Sellers sold the OP certain furniture, fixtures and equipment and other assets (“FF&E”) used by the Sellers in connection with managing the property-level business and operations and accounting functions of the Company and the OP. The Company incurred and recorded $15.8 million to purchase the FF&E and other assets during the nine months ended September 30, 2014 . The Company has concluded that there was no evidence of the receipt and it could not support the value of the FF&E and other assets. As such, the Company expensed the amount originally capitalized and recognized the expense in merger and other non-routine transactions during the fourth quarter of 2014. Other Fees and Expenses In connection with the closing of the Cole Merger, the Company paid $2.9 million to RCS Advisory during the nine months ended September 30, 2014 . Personnel Costs and Other Reimbursements The Company and ARCT IV incurred expenses of and paid $2.1 million to RCS Advisory and ANST for personnel costs and reimbursements in connection with non-recurring transactions during the nine months ended September 30, 2014 . Post-Transaction Support Services In connection with its entry into the merger agreement with ARCT IV, ARCT IV agreed to pay additional asset management fees, which totaled $1.4 million , net of credits received during the nine months ended September 30, 2014 . Pursuant to the Amendment and Acknowledgment of Termination of Amended and Restated Management Agreement entered into as of January 8, 2014, the Former Manager agreed to provide certain transition services including accounting support, acquisition support, investor relations support, public relations support, human resources and administration, general human resources duties, payroll services, benefits services, insurance and risk management, information technology, telecommunications and Internet and services relating to office supplies. Pursuant to this agreement, the Company paid $10.0 million to the Former Manager on January 8, 2014. This arrangement was in effect for a 60 -day term beginning on January 8, 2014. Management Fees to Affiliates The Company and ARCT IV recorded fees and reimbursements for services provided by the Former Manager and its affiliates related to the operations of the Company and ARCT IV. Asset Management Fees ARCT IV In connection with the asset management services provided by the ARCT IV Advisor, ARCT IV issued (subject to periodic approval by ARCT IV’s board of directors) to the ARCT IV Advisor performance-based restricted partnership units of the ARCT IV OP designated as “ARCT IV Class B Units,” which were intended to be profit interests and to vest, and no longer be subject to forfeiture, at such time as: (x) the value of the ARCT IV OP’s assets plus all distributions equaled 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”); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the ARCT IV Advisor was still providing advisory services to ARCT IV. The calculation of the ARCT IV asset management fees was equal to: (i) 0.1875% of the cost of ARCT IV’s assets; divided by (ii) the value of one share of ARCT IV common stock as of the last day of such calendar quarter. When approved by the board of directors, the ARCT IV Class B Units were issued to the ARCT IV Advisor quarterly in arrears pursuant to the terms of the ARCT IV OP agreement. During the year ended December 31, 2013, ARCT IV’s board of directors approved the issuance of 492,483 ARCT IV Class B Units to the ARCT IV Advisor in connection with this arrangement. As of December 31, 2013, ARCT IV did not consider achievement of the performance condition to be probable and no expense was recorded at that time. The ARCT IV Advisor received distributions on unvested ARCT IV Class B Units equal to the distribution rate received on the ARCT IV common stock. The performance condition related to the 498,857 ARCT IV Class B Units, which includes units issued for the period of January 1, 2014 through the ARCT IV Merger Date, was satisfied upon the completion of the ARCT IV Merger. These ARCT IV Class B Units immediately converted into OP Units at the 2.3961 exchange ratio and the Company recorded an expense of $13.9 million based on the fair value of the ARCT IV Class B Units during the nine months ended September 30, 2014 . No expense was recognized during the three months ended September 30, 2014 . General and Administrative Expenses The Company and ARCT IV recorded general and administrative expenses as shown in the table below for services provided by the Former Manager and its affiliates related to the operations of the Company and ARCT IV during the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 General and administrative expenses: Advisory fees and reimbursements $ — $ 60 $ — $ 2,015 Equity awards — — — 14,074 Total general and administrative expenses $ — $ 60 $ — $ 16,089 Advisory Fees and Reimbursements The Company and ARCT IV agreed to pay certain fees and reimbursements during the three and nine months ended September 30, 2014 , to the Former Manager and its affiliates, as applicable, for their out-of-pocket costs, 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 or general operation of the Company. During the three and nine months ended September 30, 2014 , these expenses totaled $0.1 million and $2.0 million , respectively. Equity Awards Upon consummation of the merger with ARCT III, the Company entered into the OPP with the Former Manager. The OPP gave the Former Manager the opportunity to earn compensation upon the attainment of certain stockholder value creation targets. During the nine months ended September 30, 2014 , $1.6 million was recorded in general and administrative expenses as equity-based compensation relating to the change in total return to stockholders used in computing the number of LTIP units earned between December 31, 2013 and January 8, 2014. No expenses were incurred during the three months ended September 30, 2014 . During the nine months ended September 30, 2014 , the Company granted 796,075 restricted share awards to employees of affiliates of the Former Manager as compensation for certain services and 87,702 restricted stock awards to two directors who were affiliates of the Former Manager. The grant date fair value of the awards of $12.5 million for the nine months ended September 30, 2014 was recorded in general and administrative expenses in the accompanying consolidated statements of operations. No grants were made to employees of affiliates of the Former Manager during the three months ended September 30, 2014 . Indirect Affiliate Expenses The Company incurred fees and expenses payable to affiliates of the Former Manager or payable to a third party on behalf of affiliates of the Former Manager for amenities related to certain buildings, as explained below. These expenses are depicted in the table below for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Indirect affiliate expenses: Audrain building $ — $ 4,769 $ — $ 8,691 ANST office build-out — 114 — 449 New York (405 Park Ave.) office — 677 — 864 Dresher, PA office — 24 — 60 North Carolina office — 11 — 26 Total indirect affiliate expenses $ — $ 5,595 $ — $ 10,090 Audrain Building During the year ended December 31, 2013, a wholly owned subsidiary of ARC Real Estate purchased a historic building in Newport, Rhode Island (“Audrain”) with plans to renovate the second floor to serve as offices for certain executives of the Company, the Former Manager and affiliates of the Former Manager. An affiliate of the Former Manager requested that invoices relating to the second floor renovation and tenant improvements and all building operating expenses either be reimbursed by the Company to ARC Advisory or be paid directly to the contractors and vendors. During the three and nine months ended September 30, 2014 , the Company incurred $4.7 million and $8.5 million respectively, for tenant improvements and furniture and fixtures relating to the renovation directly to the third parties. In addition, on October 4, 2013, the Company entered into a lease agreement with the subsidiary of ARC Real Estate for a term of 15 years with annual base rent of $0.4 million requiring monthly payments beginning on that date. As there were tenants occupying the building when it was purchased, these tenants subleased their premises from the Company until their leases terminated. During the three and nine months ended September 30, 2014 , the Company incurred and paid $0.1 million and $0.2 million , respectively, for base rent, which was partially offset by $17,000 of rental revenue received from the subtenants during the nine months ended September 30, 2014 . No rental revenue was received during the three months ended September 30, 2014 . As a result of findings of the investigation conducted by the Audit Committee, the Company terminated this lease agreement and was reimbursed for the tenant improvements and furniture costs incurred by the Company, totaling $8.5 million , during the year ended December 31, 2014. Reimbursement was made by delivery and retirement of 916,423 OP Units held by an affiliate of the Former Manager. The Company never moved into or occupied the building. ANST Office Build-out During the three and nine months ended September 30, 2014 , as a result of the Cole Merger, the Company worked to develop a partnership with ANST. Plans were made to move ANST to part of the Cole Capital office building in 2014. In order to accommodate the ANST employees, the Cole Capital office building was remodeled. During the three and nine months ended September 30, 2014 , the Company paid $0.1 million and $0.4 million , respectively, directly to third parties for leasehold improvements and furniture and fixtures relating to the renovation. ANST never moved into the building. The Company is considering its options with regard to recovery of such payments, although no decisions have been made at this time. No asset has been recognized in the financial statements related to any potential recovery. Shared Office Space During the three and nine months ended September 30, 2014 , the Company paid $0.7 million and $1.0 million , respectively, to an affiliate of the Former Manager for rent related to offices in New York, Pennsylvania, and North Carolina where certain of the Company’s employees shared office space with an affiliate of the Former Manager. The Company no longer occupies the office space. Additional Related Party Transactions The following related party transactions were not included in the tables above. Tax Protection Agreement The Company is party to a tax protection agreement with ARC Real Estate, which contributed its 100% indirect ownership interests in 63 of the Company’s properties to the Operating Partnership in the formation transactions related to the Company’s IPO. Pursuant to the tax protection agreement, the Company has agreed to indemnify ARC Real Estate for its tax liabilities (plus an additional amount equal to the taxes incurred as a result of such indemnity payment) attributable to its built-in gain, as of the closing of the formation transactions, with respect to its interests in the contributed properties (other than two vacant properties contributed), if the Company sells, conveys, transfers or otherwise disposes of all or any portion of these interests in a taxable transaction on or prior to September 6, 2021. The sole and exclusive rights and remedies of ARC Real Estate under the tax protection agreement will be a claim against the Operating Partnership for ARC Real Estate’s tax liabilities as calculated in the tax protection agreement, and ARC Real Estate shall not be entitled to pursue a claim for specific performance or bring a claim against any person that acquires a protected property from the Operating Partnership in violation of the tax protection agreement. Investment from the ARCT IV Special Limited Partner In connection with the ARCT IV Merger, the ARCT IV Special Limited Partner invested $0.8 million in the ARCT IV OP and was subsequently issued 79,870 OP Units in respect thereof upon the closing of the ARCT IV Merger after giving effect to the ARCT IV’s exchange ratio of 2.3961 of ARCT IV OP Units. This investment is included in non-controlling interests in the accompanying consolidated balance sheets. Investment in an Affiliate of the Former Manager During the nine months ended September 30, 2014 , the Company held an investment in a real estate fund advised by an affiliate of the Former Manager, which invested primarily in equity securities of other publicly traded REITs. As of September 30, 2015 , the Company sold all of its investments in the fund. Cole Capital Cole Capital is contractually responsible for managing the Managed REITs’ affairs on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf, and recommending to the respective board of directors of each of the Managed REITs an approach for providing investors with liquidity. In addition, the Company distributes the shares of common stock for certain Managed REITs and advises them regarding offerings, manages relationships with participating broker-dealers and financial advisors and provides assistance in connection with compliance matters relating to the offerings. The Company receives compensation and reimbursement for services relating to the Managed REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. Offering-Related Revenue The Company generally receives a selling commission and dealer manager or distribution fee based on the gross offering proceeds related to the sale of shares of the Managed REITs’ common stock in their primary offerings, before reallowance of commissions earned by participating broker-dealers. The Company has and intends to continue to reallow 100% of selling commissions earned to participating broker-dealers. The Company, in its sole discretion, may reallow all or a portion of its dealer manager fee to such participating broker-dealers as a marketing and due diligence expense reimbursement, based on factors such as the volume of shares issued by such participating broker-dealers and the amount of marketing support provided by such participating broker-dealers. No selling commissions or dealer manager fees are paid to the Company or other broker-dealers with respect to shares issued under the respective Managed REIT’s distribution reinvestment plan, under which the stockholders may elect to have distributions reinvested in additional shares. All other organization and offering expenses associated with the sale of the Managed REITs’ common stock (excluding selling commissions, if applicable, and the dealer manager fee) are paid for in advance by the Company and subject to reimbursement by the Managed REITs, up to certain limits in accordance with their respective advisory agreements and charters. As these costs are incurred, they are recorded as reimbursement revenue, up to the respective limit, and are included in offering-related revenues in the financial results for Cole Capital in Note 3 – Segment Reporting . Expenses paid on behalf of the Managed REITs in excess of these limits that are expected to be collected based on future estimated offering proceeds are recorded as program development costs, which are included in deferred costs and other assets, net in the accompanying consolidated unaudited balance sheets. The Company assesses the collectability of the program development costs, considering the offering period and historical and forecasted sales of shares under the Managed REITs’ respective offerings and reserves for any balances considered not collectible. As of September 30, 2015 and December 31, 2014 , the Company had organization and offering costs of $20.9 million and $12.9 million , respectively, which were net of reserves of $20.2 million and $13.1 million , respectively. Additional reserves may be recorded in subsequent periods if actual proceeds raised from the offerings and corresponding program development costs incurred differ from management’s assumptions used at September 30, 2015 . The following table shows the offering fee summary information for the Managed REITs as of September 30, 2015 : Program Selling Commissions (1) Dealer Manager and Distribution Fees (2) Open Programs CCPT V 7% 2% INAV (3) (3) CCIT II 7% 2% Closed Programs CCPT IV (4) 7% 2% _______________________________________________ (1) The Company reallows 100% of selling commissions earned to participating broker-dealers. (2) The Company may reallow all or a portion of its dealer manager fee or applicable distribution fee to participating broker-dealers as a marketing and due diligence expense reimbursement. (3) In connection with the INAV offering, the Company receives selling commissions, an asset-based dealer manager fee and/or an asset-based distribution fee, all based on the net asset value, as summarized in the table below for each class of common stock: Share Class Selling Commission (1) Dealer Manager Fee (2) Distribution Fee (2) Wrap Class Shares — 0.55% — Advisor Class Shares up to 3.75% 0.55% 0.50% Institutional Class Shares — 0.25% — (4) CCPT IV’s offering closed April 4, 2014. Transaction Service Revenue The Company earns acquisition fees related to the acquisition, development or construction of properties on behalf of certain of the Managed REITs. In addition, the Company is reimbursed for acquisition expenses incurred in the process of acquiring properties up to certain limits per the respective advisory agreement. The Company is not reimbursed for personnel costs in connection with services for which it receives acquisition fees or real estate commissions. In addition, the Company may earn disposition fees related to the sale of one or more properties, including those held indirectly through joint ventures, on behalf of a Managed REIT and other affiliates. The following table shows the transaction-related fees for the Managed REITs and other real estate programs as of September 30, 2015 : Program Acquisition Transactional Fees (1) Disposition Fees Liquidation Performance Fees (2) Open Programs CCPT V 2% 1% 15% INAV — — — CCIT II 2% 1% 15% Closed Programs CCPT IV 2% 1% 15% Other Programs Various Various Various _______________________________________________ (1) Percent taken on gross purchase price. (2) Performance fee paid only under the following circumstances: (i) if shares are listed on a national securities exchange; (ii) if the respective Managed Program is sold or the assets are liquidated; or (iii) upon termination of the advisory agreement. In connection with such events, the performance fee will only be earned upon the return to investors of their net capital invested and an 8% annual cumulative, non-compounded return ( 6% in the case of CCPT V). Management Service Revenue The Company earns advisory and asset and property management fees from certain Managed REITs and other real estate programs. The Company may also be reimbursed for expenses incurred in providing advisory and asset and property management services, subject to certain limitations. In addition, the Company earns a performance fee relating to INAV for any year in which the total return on stockholders’ capital exceeds 6% per annum on a calendar year basis. The following table shows the management fees for the Managed REITs as of September 30, 2015 : Program Asset Management / Advisory Fees (1) Performance Fees (2) Open Programs CCPT V 0.65% - 0.75% — INAV 0.90% 25% CCIT II 0.65% - 0.75% — Closed Programs CCPT IV 0.65% - 0.75% — Other Programs Various — _______________________________________________ (1) Annualized fee based on the average monthly invested assets or net asset value, if available. (2) Performance fee paid for any year in which the total return on stockholders’ capital exceeds 6% per annum on a calendar year basis. The table below reflects the revenue earned from the Managed REITs and other affiliates for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Offering-related fees and reimbursements Securities commissions (1) $ 3,328 $ 13,369 $ 8,345 $ 48,993 Dealer manager and distribution fees (2) 1,258 4,099 3,143 14,964 Reimbursement revenue 1,264 4,067 2,995 10,000 Offering-related fees and reimbursements 5,850 21,535 14,483 73,957 Transaction service fees and reimbursements Acquisition fees 6,233 22,897 14,913 41,868 Disposition fees (3) 764 74 8,189 74 Reimbursement revenues 403 1,452 1,594 2,464 Transaction service fees and reimbursements 7,400 24,423 24,696 44,406 Management fees and reimbursements Asset and property management fees and leasing fees 416 428 1,213 1,407 Advisory and performance fee revenue 10,998 11,212 32,674 26,134 Reimbursement revenues 2,882 2,199 8,503 5,372 Management fees and reimbursements 14,296 13,839 42,390 32,913 Interest income on Affiliate Lines of Credit 306 76 967 101 Total related-party revenues $ 27,852 $ 59,873 $ 82,536 $ 151,377 ___________________________________ (1) The Company reallows 100% of selling commissions earned to participating broker-dealers. (2) The Company may reallow all or a portion of its dealer manager fee or applicable distribution fee to participating broker-dealers as a marketing and due diligence expense reimbursement. (3) The Company earned a disposition fee of $4.4 million on behalf of CCIT when it merged with Select Income REIT on January 29, 2015. Investment in the Managed REITs As of September 30, 2015 , the Company owned aggregate equity investments of $3.6 million in the Managed REI |
Net Loss Per Share_Unit
Net Loss Per Share/Unit | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share/Unit | Net Loss Per Share/Unit The General Partner’s unvested Restricted Shares contain non-forfeitable rights to dividends and are considered to be participating securities in accordance with GAAP and, therefore, are included in the computation of earnings per share under the two-class method. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. The unvested Restricted Shares are not allocated losses as the awards do not have a contractual obligation to share in losses of the General Partner. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the General Partner for the three and nine months ended September 30, 2015 and 2014 (dollar amounts in thousands, except for share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to the Company $ 7,529 $ (280,398 ) $ (128,963 ) $ (626,562 ) Less: dividends to preferred shares and participating securities 18,191 37,643 54,142 84,366 Net loss attributable to common stockholders $ (10,662 ) $ (318,041 ) $ (183,105 ) $ (710,928 ) Weighted average number of common shares outstanding - basic and diluted 903,461,323 902,096,102 903,267,282 756,289,984 Basic and diluted net loss per share from continuing operations attributable to common stockholders $ (0.01 ) $ (0.35 ) $ (0.20 ) $ (0.94 ) As of September 30, 2015 , approximately 23.8 million OP Units outstanding, which are convertible into an equal number of shares of Common Stock, and approximately 3.7 million of unvested Restricted Shares and unvested Restricted Stock Units were excluded from the calculation of diluted net loss per share as the effect would have been antidilutive. Net Loss Per Unit The following is a summary of the basic and diluted net loss per unit computation for the OP for the three and nine months ended September 30, 2015 and 2014 (dollar amounts in thousands, except for unit and per unit data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to the Operating Partnership $ 7,737 $ (288,202 ) $ (132,458 ) $ (650,720 ) Less: dividends to preferred units and participating securities 18,191 37,643 54,142 84,366 Net loss attributable to common unitholders $ (10,454 ) $ (325,845 ) $ (186,600 ) $ (735,086 ) Weighted average number of common units outstanding - basic and diluted 927,225,120 926,801,361 927,031,079 781,112,325 Basic and diluted net loss from continuing operations per unit attributable to common unitholders $ (0.01 ) $ (0.35 ) $ (0.20 ) $ (0.94 ) As of September 30, 2015 , approximately 3.7 million shares of unvested restricted units were excluded from the calculation of diluted net loss per unit as the effect would have been antidilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a REIT, the General Partner generally is not subject to federal income tax, with the exception of its TRS entities. However, the General Partner, including its TRS entities, and the Operating Partnership are still subject to certain state and local income and franchise taxes in the various jurisdictions in which they operate. Based on the above, Cole Capital’s business, substantially all of which is conducted through a TRS structure, recognized a benefit of $0.7 million and $2.4 million for the three and nine months ended September 30, 2015 , respectively, which is included in (provision for) benefit from income and franchise taxes in the accompanying consolidated statements of operations. A provision of $1.1 million and a benefit of $12.6 million were recognized for the three and nine months ended September 30, 2014 . The difference in the provision or benefit reflected in the accompanying consolidated statements of operations as compared to the provision or benefit calculated at the statutory federal income tax rate is primarily attributable to various permanent differences and state and local income taxes. The REI segment recognized a provision for the three and nine months ended September 30, 2015 of $2.2 million and $7.2 million , respectively, and a provision for the three and nine months ended September 30, 2014 of $2.0 million and $5.9 million , respectively, which are included in (provision for) benefit from income and franchise taxes in the accompanying consolidated statements of operations. The Company had no unrecognized tax benefits as of or during the nine months ended September 30, 2015 and 2014 . Any interest and penalties related to unrecognized tax benefits would be recognized within (provision for) benefit from income and franchise taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various Canadian jurisdictions, and is subject to routine examinations by the respective tax authorities. With few exceptions, the Company is no longer subject to federal or state examinations by tax authorities for years before 2011. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The following events occurred subsequent to September 30, 2015 : Notable Real Estate Investment Activity From October 1, 2015 through November 3, 2015, the Company disposed of 56 properties for an aggregate gross sales price of $436.4 million . The notable dispositions include 51 Red Lobster ® restaurants for an aggregate gross sales price of $204.4 million and an AT&T office property held in one of the consolidated joint venture arrangements for $226.2 million , which represents the Company’s share of the sales price based on its legal ownership interest. The legal ownership interest may not equal the Company’s economic interest at the disposition date. Departure and Appointment of Certain Officers Effective October 5, 2015, the board of directors appointed Michael J. Bartolotta as Executive Vice President, Chief Financial Officer and Treasurer, succeeding Michael J. Sodo in those positions. Mr. Sodo entered into a separation agreement with the Company with respect to his departure, pursuant to which, effective October 5, 2015, Mr. Sodo was no longer the Company’s Executive Vice President, Chief Financial Officer and Treasurer and no longer occupied any other positions with the Company’s subsidiaries. Pursuant to Mr. Sodo’s employment agreement with the Company, dated January 9, 2015, he will receive cash severance of $1.4 million and his outstanding unvested time-based restricted shares and restricted stock units will vest in full. The outstanding performance criteria underlying Mr. Sodo’s performance-based restricted stock units have not been satisfied and, accordingly, such performance-based restricted stock units have been forfeited in full. Mr. Sodo remained with the Company to assist in the transition of responsibilities to Mr. Bartolotta through November 4, 2015. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). 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, 2015 are not necessarily indicative of the results for the entire year or any subsequent interim period. 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, 2014 of the Company, which are included in the Company’s Annual Report on Form 10-K, as amended, filed March 30, 2015. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2015 , except as noted below regarding the early adoption of the U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update, (“ASU”) No. 2015-02, Consolidation. Information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation and Basis of Presentation | The consolidated financial statements include the accounts of the Company and its subsidiaries and consolidated joint venture arrangements. The portions of the consolidated joint venture arrangements not owned by the Company are presented as non-controlling interests in VEREIT's and the OP’s consolidated balance sheets and statements of operations, consolidated statements of comprehensive income (loss) and consolidated statements of changes in equity. In addition, as described in Note 1 – Organization , certain 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. Further, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of both September 30, 2015 and December 31, 2014 , there were approximately 23.8 million Limited Partner OP Units outstanding. During the three months ended September 30, 2015 , the Company early adopted the U.S. FASB ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), as described in the Recent Accounting Pronouncements section below, which simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current U.S. GAAP, including certain consolidation criteria for variable interest entities (“VIEs”). For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, and as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. A VIE must be consolidated by its primary beneficiary, which is generally defined as the party who has a controlling financial interest in the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method would be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate legal entities based on standards set forth in GAAP as described above. |
Reclassification | As described below, certain items previously reported have been reclassified to conform with the current period’s presentation. The other debt balance from prior year has been combined in the consolidated balance sheets and consolidated statements of cash flows into the captions mortgage notes payable and other debt, net and payments on mortgage notes payable and other debt, respectively. State property income and franchise taxes previously included in general and administrative expenses and federal and state income taxes previously included in other income, net have been combined into the caption (provision for) benefit from income and franchise taxes in the consolidated statements of operations. Additionally, the gain on forgiveness of debt previously included in other income, net has been combined into the caption extinguishment and forgiveness of debt, net. Further, the designated derivatives, fair value adjustments line item from prior year has been disaggregated within the consolidated statements of other comprehensive loss into the captions unrealized loss on interest rate derivatives and amount of loss reclassified from accumulated other comprehensive loss into income as interest expense. These captions were previously included within the notes to consolidated financial statements. |
Assets Held for Sale | The Company classifies real estate investments as held for sale in accordance with U.S. GAAP. Upon classifying an asset as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. As of September 30, 2015 , five properties were classified as held for sale. As of December 31, 2014, two properties were classified as held for sale, which were sold during the first quarter of 2015. If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell. |
Revenue Recognition | The Company’s revenues, which primarily consist of 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. When the Company acquires a property, the term of each existing lease is considered to commence as of the acquisition date for the purposes of this calculation. 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. Straight-line rent receivables are included in deferred costs and other assets, net, in the consolidated balance sheets. See Note 8 – Deferred Costs and Other Assets, Net . Cost recoveries from tenants are included within operating expense reimbursements in the consolidated statements of operations, in the period the related costs are incurred.The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of September 30, 2015 and December 31, 2014 , the Company had $49.4 million and $57.8 million , respectively, of deferred rental income, which is included in deferred rent, derivative, and other liabilities in the consolidated balance sheets. 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 uncertain, the Company will record an increase in the allowance for uncollectible accounts in the consolidated balance sheets or record a direct write-off of the receivable in the consolidated statements of operations. |
Acquisition Related Expenses and Merger and Other Non-routine Transaction Related Expenses | All direct costs incurred as a result of a business combination are classified as acquisition related costs or merger and other non-routine transaction costs and expensed as incurred. Acquisition related expenses include legal and other transaction related costs incurred in connection with self-originated acquisitions including purchases of portfolios. In addition, indirect costs, such as internal salaries, that are tracked and documented in a manner that clearly indicates that the activities driving the cost directly relate to activities necessary to complete, or effect, self-originating purchases are classified as acquisition related expenses. Similar costs incurred in relation to mergers, which are not considered self-originating purchases, and other non-routine transaction related expenses are included in merger and other non-routine transactions in the consolidated statements of operations. |
Income Taxes | The General Partner currently qualifies and has elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. As a REIT, except as discussed below, the General Partner generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income. The OP is classified as a partnership for federal income tax purposes. As a partnership, the OP is not a taxable entity for federal income tax purposes. Instead, each partner in the OP is required to take into account its allocable share of the OP’s income, gains, losses, deductions and credits for each taxable year. However, the OP may be subject to certain state and local taxes on its income and property. As of September 30, 2015 , the OP and the General Partner had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2011 remain open to examination by the major taxing jurisdictions to which the OP, the General Partner, American Realty Capital Trust III, Inc. (“ARCT III”), CapLease, Inc. (“CapLease”), American Realty Capital Trust IV, Inc., (“ARCT IV”), Cole Real Estate Investments, Inc. (“Cole”) and Cole Credit Property Trust, Inc. are subject. Under the LPA, the OP is to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT. The Company conducts substantially all of its Cole Capital segment through a TRS structure. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Canada and, as a result, it files income tax returns in the U.S. federal jurisdiction, Canadian federal jurisdiction and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes. |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes the revenue recognition requirements in Revenue Recognition, Accounting Standards Codification (“ASC”) (Topic 605) and requires an entity to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, an amendment to ASU 2014-09 was issued to defer the effective date for all entities by one year. For public business entities, certain not-for-profit entities, and certain employee benefit plans, the guidance should be applied to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the new standard on its financial statements. In February 2015, the FASB issued ASU No. 2015-02, which eliminates the deferral of Financial Accounting Standard (“ FAS”) No. 167, Amendments to FASB Interpretation No. 46(R), modifies the evaluation of whether limited partnerships and similar legal entities are variable or voting interest entities, eliminates the presumption that the general partner should consolidate a limited partnership, modifies the consolidation analysis for reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships, and provides a scope exception for reporting entities with interests in legal entities that operate as registered money market funds . These changes require re-evaluation of the consolidation conclusion for certain entities and require the Company to revise its analysis regarding the consolidation or deconsolidation of such entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. As disclosed above, the Company has elected to early adopt ASU 2015-02 during the three months ended September 30, 2015 . The adoption had no material impact on the interests in joint venture arrangements, Managed REITs and other arrangements and therefore had no impact on the previous or current reporting periods’ statements of financial position, results of operations, or retained earnings. In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than presenting the costs as an asset, a deferred charge. The previous requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, “Elements of Financial Statements,” which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. FASB Concepts Statement No. 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. After the update is adopted, debt disclosures will include the face amount of the debt liability and the effective interest rate. For public companies, ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively, with early adoption permitted. The Company has evaluated the impact of the adoption of this new standard, which is expected to result in reclassifications of certain deferred costs on the Company’s balance sheets but will not have an impact on its results of operations or cash flows. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The update eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The ASU is applied prospectively to adjustments to provisional amounts that occur after the effective date. The Company is currently evaluating the impact of the new standard on its financial statements. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Merger and Other Non-Routine Transaction Related Expenses | Merger and other non-routine transaction related expenses include the following costs (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Merger related costs: Strategic advisory services $ — $ 3,150 $ — $ 35,765 Transfer taxes — — — 5,109 Legal fees and expenses — 579 — 5,126 Personnel costs and other reimbursements — — — 751 Multi-tenant spin off — 2,270 — 7,450 Other fees and expenses — — — 1,676 Other non-routine transaction related costs: Post-transaction support services — — — 14,251 Subordinated distribution fee — — — 78,244 Audit Committee Investigation and related matters (1) 9,251 — 38,953 — Furniture, fixtures and equipment — — — 14,085 Legal fees and expenses (294 ) (2 ) 743 2,659 (2 ) 2,569 Personnel costs and other reimbursements — — — 2,718 Other fees and expenses — 890 632 7,608 Total $ 8,957 $ 7,632 $ 42,244 $ 175,352 ___________________________________ (1) Includes all fees and costs associated with the Audit Committee Investigation and various litigations and investigations prompted by the results of the Audit Committee Investigation, including fees and costs incurred pursuant to the Company’s indemnification obligations. (2) For the three and nine months ended September 30, 2015 , legal fees and expenses primarily relate to fees incurred in connection with a legal matter resolved in early 2014, which the Company received invoices for in 2015. The negative balance for the three months ended September 30, 2015 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Comparative Financial Results and Total Assets | The following tables present a summary of the comparative financial results and total assets for each business segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 REI segment: Revenues: Rental income $ 333,766 $ 365,712 $ 1,017,708 $ 924,646 Direct financing lease income 659 625 2,097 2,812 Operating expense reimbursements 22,983 30,984 71,269 81,716 Total real estate investment revenues 357,408 397,321 1,091,074 1,009,174 Operating expenses: Acquisition related 1,690 13,998 4,976 34,616 Merger and other non-routine transactions 8,957 7,613 42,244 173,406 Property operating 31,950 40,977 95,547 110,018 Management fees to affiliates — — — 13,888 General and administrative 15,848 12,948 48,045 62,675 Depreciation and amortization 200,158 240,073 620,068 625,521 Impairment of real estate — 2,299 85,341 3,855 Total operating expenses 258,603 317,908 896,221 1,023,979 Operating income (loss) 98,805 79,413 194,853 (14,805 ) Other (expense) income: Interest expense, net (89,530 ) (101,643 ) (275,801 ) (326,491 ) Extinguishment and forgiveness of debt, net — (5,396 ) 5,302 (21,264 ) Other income, net 2,936 8,508 10,715 16,799 Gain on disposition of interest in joint venture 6,729 — 6,729 — Loss on derivative instruments, net (1,420 ) (17,484 ) (2,137 ) (10,398 ) Gain on sale of investments — 6,357 — 6,357 Total other expenses, net (81,285 ) (109,658 ) (255,192 ) (334,997 ) Income (loss) before income and franchise taxes and disposition of real estate and held for sale assets 17,520 (30,245 ) (60,339 ) (349,802 ) Loss on disposition of real estate and held for sale assets, net (6,542 ) (256,894 ) (62,584 ) (275,768 ) Income (loss) before income and franchise taxes 10,978 (287,139 ) (122,923 ) (625,570 ) Provision for income and franchise taxes (2,238 ) (1,994 ) (7,211 ) (5,905 ) Net income (loss) $ 8,740 $ (289,133 ) $ (130,134 ) $ (631,475 ) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cole Capital segment: Revenues: Offering-related fees and reimbursements $ 5,850 $ 21,535 $ 14,483 $ 73,957 Transaction service fees and reimbursements 7,400 24,423 24,696 44,406 Management fees and reimbursements 14,296 13,839 42,390 32,913 Total Cole Capital revenues 27,546 59,797 81,569 151,276 Operating expenses: Cole Capital reallowed fees and commissions 3,896 15,398 9,637 56,902 Acquisition related 74 — 533 — Merger and other non-routine transactions — 19 — 1,946 General and administrative 16,994 17,265 51,861 60,131 Depreciation and amortization 8,384 25,077 25,128 64,210 Total operating expenses 29,348 57,759 87,159 183,189 Operating (loss) income (1,802 ) 2,038 (5,590 ) (31,913 ) Total other income, net 465 179 2,076 305 (Loss) income before income taxes (1,337 ) 2,217 (3,514 ) (31,608 ) Benefit from (provision for) income taxes 738 (1,131 ) 2,387 12,598 Net (loss) income $ (599 ) $ 1,086 $ (1,127 ) $ (19,010 ) Total Company: Total revenues $ 384,954 $ 457,118 $ 1,172,643 $ 1,160,450 Total operating expenses $ 287,951 $ 375,667 $ 983,380 $ 1,207,168 Total other expense, net $ (80,820 ) $ (109,479 ) $ (253,116 ) $ (334,692 ) Net income (loss) $ 8,141 $ (288,047 ) $ (131,261 ) $ (650,485 ) Total Assets September 30, 2015 December 31, 2014 REI segment $ 18,008,818 $ 19,771,138 Cole Capital 696,070 744,001 Total Company $ 18,704,888 $ 20,515,139 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the Company’s goodwill activity by segment from the date of the CapLease acquisition (in thousands): REI Segment Cole Capital Segment Consolidated Balance as of January 1, 2013 $ — $ — $ — Acquisition of Caplease 92,789 — 92,789 Balance as of December 31, 2013 92,789 — 92,789 Cole Merger 1,654,085 558,835 2,212,920 Measurement period adjustments (27,339 ) 49,627 22,288 Goodwill allocated to dispositions (1) (210,139 ) — (210,139 ) Impairment — (223,064 ) (223,064 ) Balance as of December 31, 2014 $ 1,509,396 $ 385,398 $ 1,894,794 Goodwill allocated to dispositions and held for sale assets (1) (66,789 ) — (66,789 ) Balance as of September 30, 2015 $ 1,442,607 $ 385,398 $ 1,828,005 _______________________________________________ (1) Included in loss on disposition of real estate and held for sale assets, net, in the consolidated statements of operations. |
Schedule of Intangible Assets | Intangible lease assets and liabilities of the Company consist of the following as of September 30, 2015 and December 31, 2014 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2015 December 31, 2014 Intangible lease assets: In-place leases, net of accumulated amortization of $361,315 and $236,096, respectively 14.1 $ 1,575,024 $ 1,816,508 Leasing commissions, net of accumulated amortization of $853 and $505, respectively 7.8 3,779 4,205 Above-market leases, net of accumulated amortization of $41,449 and $22,471, respectively 16.5 330,949 355,269 Total intangible lease assets, net $ 1,909,752 $ 2,175,982 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $33,493 and $19,123, respectively 17.4 $ 264,232 $ 317,838 |
Schedule of Projected Amortization Expense and Adjustments | The following table provides the projected amortization expense and adjustments to rental income related to the intangible lease assets and liabilities for the remainder of 2015 and the next four calendar years as of September 30, 2015 (amounts in thousands) : October 1, 2015 - December 31, 2015 2016 2017 2018 2019 In-place leases: Total to be included in amortization expense $ 46,008 $ 179,088 $ 163,617 $ 149,574 $ 137,702 Leasing Commissions Total to be included in amortization expense $ 141 $ 547 $ 519 $ 409 $ 382 Above-market lease assets: Total to be deducted from rental income $ 6,716 $ 26,797 $ 26,450 $ 25,887 $ 23,925 Below-market lease liabilities: Total to be included in rental income $ 5,368 $ 21,364 $ 21,222 $ 20,895 $ 20,153 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Nine Months Ended September 30, 2015 2014 Real estate investments, at cost: Land $ 2,047 $ 812,712 Buildings, fixtures and improvements 5,258 2,486,868 Land and construction in progress 2,140 11,083 Total tangible assets 9,445 3,310,663 Acquired intangible assets: In-place leases 717 522,568 Above-market leases 153 110,230 Assumed intangible liabilities: Below-market leases (108 ) (101,108 ) Fair value adjustment of assumed notes payable — (23,531 ) Total purchase price of assets acquired, net 10,207 3,818,822 Mortgage notes payable assumed — (301,532 ) Cash paid for acquired real estate investments $ 10,207 $ 3,517,290 |
Schedule of Future Minimum Operating Lease Base Rent Payments | 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 (in thousands): Future Minimum Operating Lease Base Rent Payments Future Minimum Direct Financing Lease Payments (1) October 1, 2015 - December 31, 2015 $ 289,399 $ 1,166 2016 1,225,267 4,674 2017 1,194,341 4,273 2018 1,158,149 3,183 2019 1,117,327 2,397 Thereafter 9,744,736 7,916 Total $ 14,729,219 $ 23,609 ____________________________________ (1) 37 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 minimum base rental cash payments due to the Company under the lease agreements on these respective properties. The following table reflects the minimum base rent payments due from the Company over the next five years and thereafter for certain ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations (in thousands): Future Minimum Base Rent Payments Ground Leases Offices Leases October 1, 2015 - December 31, 2015 $ 4,845 $ 1,292 2016 18,518 5,010 2017 17,947 4,585 2018 15,785 4,703 2019 15,383 4,769 Thereafter 251,217 18,558 Total $ 323,695 $ 38,917 |
Schedule of Future Minimum Direct Financing Lease Payments | 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 (in thousands): Future Minimum Operating Lease Base Rent Payments Future Minimum Direct Financing Lease Payments (1) October 1, 2015 - December 31, 2015 $ 289,399 $ 1,166 2016 1,225,267 4,674 2017 1,194,341 4,273 2018 1,158,149 3,183 2019 1,117,327 2,397 Thereafter 9,744,736 7,916 Total $ 14,729,219 $ 23,609 ____________________________________ (1) 37 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 minimum base rental cash payments due to the Company under the lease agreements on these respective properties. |
Schedule of Capital Leased Assets | The components of the Company’s net investment in direct financing leases as of September 30, 2015 and December 31, 2014 are as follows (in thousands): September 30, 2015 December 31, 2014 Future minimum lease payments receivable $ 23,609 $ 27,199 Unguaranteed residual value of property 33,598 39,852 Unearned income (7,963 ) (10,975 ) Net investment in direct financing leases $ 49,244 $ 56,076 |
Schedule of Future Construction Commitments | Below is a summary of the construction commitments as of September 30, 2015 (dollar amounts in thousands): Development projects in progress 14 Investment to date 17,666 Estimated cost to complete (1) 7,447 Total Investment (2) $ 25,113 _______________________________________________ (1) The Company is contractually committed to fund a developer $4.1 million to complete the remaining 10 build-to-suit developments. (2) Excludes tenant improvement costs incurred in accordance with existing leases. As of September 30, 2015 , $16.7 million of tenant improvement costs were included in land and construction in progress in the consolidated financial statements. |
Summary of Unconsolidated Joint Ventures | The following is a summary of the Company’s percentage ownership and carrying amount related to each of the Unconsolidated Joint Ventures as of September 30, 2015 (dollar amounts in thousands): Name of Joint Venture Partner Ownership % (1) Carrying Amount (2) Cole/Mosaic JV South Elgin IL, LLC Affiliate of Mosaic Properties and Development, LLC 50% $ 6,763 Cole/LBA JV OF Pleasanton CA, LLC Affiliate of LBA Realty 90% 33,612 Cole/Faison JV Bethlehem GA, LLC Faison-Winder Investors, LLC 90% 13,292 $ 53,667 _______________________________________________ (1) The Company’s ownership interest in this table reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. (2) The total carrying amount of the investments is greater than the underlying equity in net assets by $10.2 million . This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with the Cole Merger. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. |
Investment Securities, at Fai35
Investment Securities, at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Unrealized Gains and Losses on Investment Securities | The following tables detail the unrealized gains and losses on investment securities as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 52,502 $ 2,598 $ (645 ) $ 54,455 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 56,459 $ 2,207 $ (20 ) $ 58,646 |
Schedule of Maturity of CMBS | The scheduled maturity of the Company’s CMBS as of September 30, 2015 is as follows (in thousands): September 30, 2015 Amortized Cost Fair Value Due within one year $ — $ — Due after one year through five years 23,880 24,761 Due after five years through 10 years 11,738 12,287 Due after 10 years 16,884 17,407 Total $ 52,502 $ 54,455 |
Loans Held for Investment (Tabl
Loans Held for Investment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Composition of Loans Held for Investment | The following table presents the composition of the loans held for investment as of September 30, 2015 (dollar amounts in thousands): Loans held for investment Outstanding Balance Carrying Value Weighted-Average Interest Rate Weighted-Average Years to Maturity Mortgage notes receivable 10 $ 26,544 $ 24,702 6.3 % (1) 13.8 (2) Unsecured note (3) 1 15,300 15,300 8.0 % 1.5 Total 11 $ 41,844 $ 40,002 6.9 % 9.3 ____________________________________ (1) The interest rates on the mortgage notes receivable range from 5.57% to 7.24% , as of September 30, 2015 . (2) The mortgage notes receivable have maturity dates ranging from March 2016 to January 2033 . (3) The Company’s unsecured note is with an affiliate of the Former Manager, as defined within Note 15 – Equity . The unsecured note requires principal payments of $7.7 million on March 31, 2016 and $3.8 million on September 30, 2016 and the remaining balance is due at maturity, on March 31, 2017. The note may be pre-paid at par any time prior to maturity. |
Schedule of Aggregate Principal Payments Due to the Company | The following table summarizes the scheduled aggregate principal payments due to the Company on the loans held for investment subsequent to September 30, 2015 (in thousands): Outstanding Balance Due within one year $ 9,298 Due after one year through five years 12,924 Due after five years through 10 years 6,516 Due after 10 years (1) 17,056 Total $ 45,794 ____________________________________ (1) Includes additional $4.0 million of interest that will be capitalized into the outstanding balance of the note subsequent to September 30, 2015 . |
Deferred Costs and Other Asse37
Deferred Costs and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Costs and Other Assets, Net | Deferred costs and other assets, net consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Deferred costs, net $ 96,477 $ 126,202 Accounts receivable, net (1) 54,598 66,021 Straight-line rent receivable 155,392 89,355 Prepaid expenses 15,484 15,171 Leasehold improvements, property and equipment, net (2) 19,163 21,351 Restricted escrow deposits 5,835 34,339 Deferred tax asset and tax receivable 15,909 15,924 Program development costs, net (3) 20,878 12,871 Derivative assets, at fair value — 5,509 Other assets 2,070 3,179 Total $ 385,806 $ 389,922 ___________________________________ (1) Allowance for doubtful accounts was $3.1 million and $2.5 million as of September 30, 2015 and December 31, 2014 , respectively. (2) Amortization expense for leasehold improvements totaled $0.4 million and $1.1 million for the three and nine months ended September 30, 2015 , respectively. Accumulated amortization was $2.3 million and $1.2 million as of September 30, 2015 and December 31, 2014 , respectively. Depreciation expense for property and equipment totaled $0.5 million and $1.5 million for the three and nine months ended September 30, 2015 , respectively. Accumulated depreciation was $3.1 million and $1.6 million as of September 30, 2015 and December 31, 2014 , respectively. (3) As of September 30, 2015 and December 31, 2014 , the Company had reserves of $20.2 million and $13.1 million , respectively, relating to the program development costs. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Impairment Charges by Asset Class | The following table presents the impairment charges by asset class recorded during the nine months ended September 30, 2015 and 2014 (dollar amounts in thousands): Nine Months Ended September 30, 2015 2014 Properties impaired 188 9 Asset classes impaired: Investment in real estate assets, net $ 82,654 $ 3,855 Investment in direct financing leases, net 3,417 — Below-market lease liabilities, net (730 ) — Total impairment loss $ 85,341 $ 3,855 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Level 1 Level 2 Level 3 Balance as of September 30, 2015 Assets: CMBS $ — $ — $ 54,455 $ 54,455 Total assets $ — $ — $ 54,455 $ 54,455 Liabilities: Interest rate swap liabilities $ — $ (15,350 ) $ — $ (15,350 ) Level 1 Level 2 Level 3 Balance as of December 31, 2014 Assets: CMBS $ — $ — $ 58,646 $ 58,646 Interest rate swap assets — 5,509 — 5,509 Total assets $ — $ 5,509 $ 58,646 $ 64,155 Liabilities: Interest rate swap liabilities $ — $ (7,384 ) $ — $ (7,384 ) |
Reconciliations of Changes in (Liabilities) with Level 3 Inputs | The following are reconciliations of the changes in assets and (liabilities) with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2015 and 2014 (in thousands): CMBS Beginning balance, December 31, 2014 $ 58,646 Total gains and losses: Unrealized loss included in other comprehensive income, net (232 ) Purchases, issuances, settlements and amortization: Principal payments received (4,055 ) Amortization included in net income 96 Ending balance, September 30, 2015 $ 54,455 CMBS Series D Preferred Stock Embedded Derivative Contingent Consideration Arrangements Total Beginning balance, December 31, 2013 $ 60,583 $ (16,736 ) $ — $ 43,847 Total gains and losses: Unrealized gain included in other comprehensive income, net 9,456 — — 9,456 Changes in fair value included in net loss — (13,574 ) (990 ) (14,564 ) Purchases, issuances, settlements and amortization: Fair value at purchase/issuance 151,197 — (3,606 ) 147,591 Sale of CMBS acquired in the Cole Merger (151,248 ) — — (151,248 ) Reclassification of previous unrealized gains on investment securities into net loss-CMBS (7,417 ) — — (7,417 ) Return of principal received (3,678 ) — — (3,678 ) Amortization included in net loss 184 — — 184 Reclassification of contingent consideration to held for sale — — 4,596 4,596 Redemption of Series D — 30,310 — 30,310 Ending balance, September 30, 2014 $ 59,077 $ — $ — $ 59,077 |
Reconciliations of Changes in Assets with Level 3 Inputs | The following are reconciliations of the changes in assets and (liabilities) with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2015 and 2014 (in thousands): CMBS Beginning balance, December 31, 2014 $ 58,646 Total gains and losses: Unrealized loss included in other comprehensive income, net (232 ) Purchases, issuances, settlements and amortization: Principal payments received (4,055 ) Amortization included in net income 96 Ending balance, September 30, 2015 $ 54,455 CMBS Series D Preferred Stock Embedded Derivative Contingent Consideration Arrangements Total Beginning balance, December 31, 2013 $ 60,583 $ (16,736 ) $ — $ 43,847 Total gains and losses: Unrealized gain included in other comprehensive income, net 9,456 — — 9,456 Changes in fair value included in net loss — (13,574 ) (990 ) (14,564 ) Purchases, issuances, settlements and amortization: Fair value at purchase/issuance 151,197 — (3,606 ) 147,591 Sale of CMBS acquired in the Cole Merger (151,248 ) — — (151,248 ) Reclassification of previous unrealized gains on investment securities into net loss-CMBS (7,417 ) — — (7,417 ) Return of principal received (3,678 ) — — (3,678 ) Amortization included in net loss 184 — — 184 Reclassification of contingent consideration to held for sale — — 4,596 4,596 Redemption of Series D — 30,310 — 30,310 Ending balance, September 30, 2014 $ 59,077 $ — $ — $ 59,077 |
Fair Value, by Balance Sheet Grouping | The fair values of the Company’s financial instruments that are not reported at fair value in the consolidated balance sheets are reported below (dollar amounts in thousands): Level Carrying Amount at September 30, 2015 Fair Value at September 30, 2015 Carrying Amount at December 31, 2014 Fair Value at December 31, 2014 Assets: Loans held for investment 3 $ 40,002 $ 48,330 $ 42,106 $ 42,645 Liabilities: Mortgage notes payable and other debt, net (1) 3 $ 3,210,413 $ 3,476,992 $ 3,805,761 $ 3,931,029 Corporate bonds, net 3 2,547,059 2,588,214 2,546,499 2,709,845 Convertible debt, net 3 981,031 1,020,495 977,521 1,088,069 Credit facilities 3 2,110,000 2,114,292 3,184,000 3,145,884 Total liabilities $ 8,848,503 $ 9,199,993 $ 10,513,781 $ 10,874,827 _______________________________________________ (1) Includes mortgage notes secured by properties held for sale as of September 30, 2015 . |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of September 30, 2015 and December 31, 2014 , and the debt activity for the nine months ended September 30, 2015 (in thousands): Nine Months Ended September 30, 2015 Balance as of December 31, 2014 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and (Amortization) Balance as of September 30, 2015 Mortgage notes payable: Outstanding balance (1) $ 3,689,796 $ 1,379 $ (457,900 ) $ — $ 3,233,275 Net premiums (2)(3) 70,139 — 8,020 (17,977 ) 60,182 Other debt: Outstanding balance 45,325 — (10,188 ) — 35,137 Premium (3) 501 — — (189 ) 312 Mortgages and other debt, net 3,805,761 1,379 (460,068 ) (18,166 ) 3,328,906 Corporate bonds: Outstanding balance 2,550,000 — — — 2,550,000 Discount (4) (3,501 ) — — 560 (2,941 ) Corporate bonds, net 2,546,499 — — 560 2,547,059 Convertible debt: Outstanding balance 1,000,000 — — — 1,000,000 Discount (4) (22,479 ) — — 3,510 (18,969 ) Convertible debt, net 977,521 — — 3,510 981,031 Credit facility: Outstanding balance 3,184,000 — (1,074,000 ) — 2,110,000 Total debt $ 10,513,781 $ 1,379 $ (1,534,068 ) $ (14,096 ) $ 8,966,996 ____________________________________ (1) Includes $124.3 million of mortgage notes secured by properties held for sale as of September 30, 2015 . (2) Includes $5.8 million discount of mortgage notes associated with properties held for sale as of September 30, 2015 . (3) Net premiums on mortgages notes payable and other debt were recorded upon the assumption of the respective debt instruments in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (4) Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method. |
Mortgage Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The Company’s mortgage notes payable consist of the following as of September 30, 2015 (dollar amounts in thousands): Encumbered Properties Gross Carrying Value of Collateralized Properties (1) Outstanding Balance (2) Weighted-Average Interest Rate (3) Weighted-Average Years to Maturity Fixed-rate debt (4) 677 $ 6,250,140 $ 3,225,103 5.03 % 5.4 Variable-rate debt 1 24,628 8,172 3.15 % 0.9 Total (5) 678 $ 6,274,768 $ 3,233,275 5.02 % 5.3 ____________________________________ (1) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. (2) Includes $124.3 million of mortgage notes secured by properties held for sale. (3) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2015 . (4) Includes $284.8 million of variable-rate debt fixed by way of interest rate swap arrangements. (5) The table above does not include loan amounts associated with the Unconsolidated Joint Ventures of $103.4 million , none of which is recourse to the Company. These loans mature on various dates ranging from October 2015 to July 2021 . |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to September 30, 2015 (in thousands): Total October 1, 2015 - December 31, 2015 $ 3,738 2016 243,978 2017 449,073 2018 210,948 2019 286,379 Thereafter 2,039,159 Total (1) $ 3,233,275 ____________________________________ (1) Includes $124.3 million of mortgage notes included in liabilities held for sale. |
Other Debt [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table is a summary of the amount outstanding and carrying value of the collateral by asset type as of September 30, 2015 (in thousands): Outstanding Balance Collateral Carrying Value Loans held for investment $ 9,708 $ 20,428 Intercompany mortgage loans 2,715 8,013 CMBS 22,714 39,862 $ 35,137 $ 68,303 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table presents the three senior notes with their respective terms (dollar amounts in thousands): Outstanding Balance Interest Rate Maturity Date 2017 Senior Notes $ 1,300,000 2.0 % February 6, 2017 2019 Senior Notes 750,000 3.0 % February 6, 2019 2024 Senior Notes 500,000 4.6 % February 6, 2024 Total balance and weighted-average interest rate $ 2,550,000 2.8 % |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table presents each of the 2018 Convertible Notes and the 2020 Convertible Notes listed below with their respective terms (dollar amounts in thousands): Outstanding Balance Interest Rate Conversion Rate (1) Maturity Date 2018 Convertible Notes $ 597,500 3.00 % 60.5997 August 1, 2018 2020 Convertible Notes 402,500 3.75 % 66.7249 December 15, 2020 Total balance and weighted-average interest rate $ 1,000,000 3.30 % ____________________________________ (1) Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount. |
Derivatives and Hedging Activ40
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Designated as Hedging Instrument [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Interest Rate Derivatives | As of September 30, 2015 , 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 Instruments Notional Amount Interest rate swaps 17 $ 1,248,443 |
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 in the consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2015 December 31, 2014 Interest rate swaps Deferred costs and other assets, net $ — $ 4,941 Interest rate swaps Deferred rent, derivative and other liabilities $ (14,876 ) $ (7,384 ) |
Not Designated as Hedging Instrument [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Interest Rate Derivatives | As of September 30, 2015 , the Company had the following outstanding interest rate derivative that was not designated as a qualifying hedging relationship (dollar amounts in thousands): Interest Rate Derivative Number of Instruments Notional Amount Interest rate swap 1 $ 51,400 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company’s derivative financial instrument not designated as a hedge as well as its classification in the consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location September 30, 2015 December 31, 2014 Interest rate swaps Deferred costs and other assets, net $ — $ 568 Interest rate swaps Deferred rent, derivative and other liabilities $ (474 ) $ — |
Offsetting Assets | The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented in the accompanying consolidated balance sheets. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount September 30, 2015 $ — $ (15,350 ) $ — $ — $ (15,350 ) $ — $ — $ (15,350 ) December 31, 2014 $ 5,509 $ (7,384 ) $ — $ 5,509 $ (7,384 ) $ — $ — $ (1,875 ) |
Offsetting Liabilities | The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented in the accompanying consolidated balance sheets. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount September 30, 2015 $ — $ (15,350 ) $ — $ — $ (15,350 ) $ — $ — $ (15,350 ) December 31, 2014 $ 5,509 $ (7,384 ) $ — $ 5,509 $ (7,384 ) $ — $ — $ (1,875 ) |
Supplemental Cash Flow Disclo41
Supplemental Cash Flow Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the nine months ended September 30, 2015 and 2014 (in thousands): Nine Months Ended September 30, 2015 2014 Supplemental Disclosures: Cash paid for interest $ 280,659 $ 248,698 Cash paid for income taxes $ 10,205 $ 7,761 Non-cash investing and financing activities: Common stock issued in merger with Cole $ — $ 7,285,868 Accrued capital expenditures and real estate developments $ 4,363 $ 12,634 Accrued deferred financing costs $ 164 $ — Accrued distributions $ 130,648 $ 9,927 Mortgage note payable relieved by foreclosure $ 53,798 $ — Mortgage notes payable assumed in real estate disposition $ 300,720 $ 22,701 |
Accounts Payable and Accrued 42
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accounts payable and accrued expenses consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Accrued interest $ 39,119 $ 56,558 Accrued real estate taxes 60,133 37,633 Accounts payable 7,049 10,027 Accrued other 57,903 58,807 Total $ 164,204 $ 163,025 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | 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 (in thousands): Future Minimum Operating Lease Base Rent Payments Future Minimum Direct Financing Lease Payments (1) October 1, 2015 - December 31, 2015 $ 289,399 $ 1,166 2016 1,225,267 4,674 2017 1,194,341 4,273 2018 1,158,149 3,183 2019 1,117,327 2,397 Thereafter 9,744,736 7,916 Total $ 14,729,219 $ 23,609 ____________________________________ (1) 37 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 minimum base rental cash payments due to the Company under the lease agreements on these respective properties. The following table reflects the minimum base rent payments due from the Company over the next five years and thereafter for certain ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations (in thousands): Future Minimum Base Rent Payments Ground Leases Offices Leases October 1, 2015 - December 31, 2015 $ 4,845 $ 1,292 2016 18,518 5,010 2017 17,947 4,585 2018 15,785 4,703 2019 15,383 4,769 Thereafter 251,217 18,558 Total $ 323,695 $ 38,917 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Activity for Share-based Compensation | The following table details the activity of the unvested Market-Based Restricted Stock Units and the LTI Target Awards during the nine months ended September 30, 2015 . Market-Based Restricted Stock Units Weighted-Average Grant Date Fair Value LTI Target Awards Weighted-Average Grant Date Unvested units, December 31, 2014 — $ — — $ — Granted 922,686 8.57 759,241 11.65 Vested — — (828 ) 11.77 Forfeited (95,592 ) 8.58 (60,614 ) 11.77 Unvested units, September 30, 2015 827,094 $ 8.57 697,799 $ 11.64 The following table details the activity of the Time-Based Restricted Stock Units and Deferred Stock Units during the nine months ended September 30, 2015 . Time-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Deferred Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2014 — $ — — $ — Granted 642,808 9.68 90,076 8.75 Vested (379 ) 9.76 (90,076 ) 8.75 Forfeited (30,344 ) 9.76 — — Unvested units, September 30, 2015 612,085 $ 9.68 — $ — The following table details the activity of the Restricted Shares during the nine months ended September 30, 2015 . Restricted Shares Weighted-Average Grant Date Fair Value Unvested shares, December 31, 2014 2,684,062 $ 13.84 Granted 4,010 9.76 Vested (749,184 ) 13.95 Forfeited (424,654 ) 13.64 Unvested shares, September 30, 2015 1,514,234 $ 13.84 |
Related Party Transactions an45
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table summarizes the related party fees and expenses incurred by the Company and ARCT IV by category and the aggregate amounts contained in such categories for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Expenses and capitalized costs: Offering related costs $ — $ — $ — $ 2,150 Acquisition related expenses — — — 1,652 Merger and other non-routine transaction related costs — — — 137,778 Management fees to affiliates — — — 13,888 General and administrative expenses — 60 — 16,089 Indirect affiliate expenses — 5,595 — 10,090 Total expenses and capitalized costs $ — $ 5,655 $ — $ 181,647 |
Merger and other non-routine transactions [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The tables below shows fees and expenses attributable to each merger and other non-routine transaction during the nine months ended September 30, 2014 (in thousands). No related party transactions classified as merger and other non-routine transactions in the accompanying consolidated statements of operations were incurred during the three months ended September 30, 2014 . Nine Months Ended September 30, 2014 ARCT IV Merger Internalization and Other Cole Merger Multi-tenant Spin Off Total Merger related costs: Strategic advisory services $ 8,400 $ — $ 17,115 $ 1,750 $ 27,265 Personnel costs and other reimbursements — — 72 — 72 Other non-routine transaction related costs: Subordinated distribution fees 78,244 — — — 78,244 Furniture, fixtures and equipment 5,800 10,000 — — 15,800 Other fees and expenses — — 2,900 — 2,900 Personnel costs and other reimbursements 417 — 1,728 — 2,145 Post-transaction support services 1,352 10,000 — — 11,352 Total merger and other non-routine transaction related costs $ 94,213 $ 20,000 $ 21,815 $ 1,750 $ 137,778 |
General and Administrative Expense [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The Company and ARCT IV recorded general and administrative expenses as shown in the table below for services provided by the Former Manager and its affiliates related to the operations of the Company and ARCT IV during the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 General and administrative expenses: Advisory fees and reimbursements $ — $ 60 $ — $ 2,015 Equity awards — — — 14,074 Total general and administrative expenses $ — $ 60 $ — $ 16,089 |
Indirect Affiliate Expenses [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | These expenses are depicted in the table below for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Indirect affiliate expenses: Audrain building $ — $ 4,769 $ — $ 8,691 ANST office build-out — 114 — 449 New York (405 Park Ave.) office — 677 — 864 Dresher, PA office — 24 — 60 North Carolina office — 11 — 26 Total indirect affiliate expenses $ — $ 5,595 $ — $ 10,090 |
Offering Related Revenue [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table shows the offering fee summary information for the Managed REITs as of September 30, 2015 : Program Selling Commissions (1) Dealer Manager and Distribution Fees (2) Open Programs CCPT V 7% 2% INAV (3) (3) CCIT II 7% 2% Closed Programs CCPT IV (4) 7% 2% _______________________________________________ (1) The Company reallows 100% of selling commissions earned to participating broker-dealers. (2) The Company may reallow all or a portion of its dealer manager fee or applicable distribution fee to participating broker-dealers as a marketing and due diligence expense reimbursement. (3) In connection with the INAV offering, the Company receives selling commissions, an asset-based dealer manager fee and/or an asset-based distribution fee, all based on the net asset value, as summarized in the table below for each class of common stock: Share Class Selling Commission (1) Dealer Manager Fee (2) Distribution Fee (2) Wrap Class Shares — 0.55% — Advisor Class Shares up to 3.75% 0.55% 0.50% Institutional Class Shares — 0.25% — (4) CCPT IV’s offering closed April 4, 2014. |
Transaction Related Fees [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table shows the transaction-related fees for the Managed REITs and other real estate programs as of September 30, 2015 : Program Acquisition Transactional Fees (1) Disposition Fees Liquidation Performance Fees (2) Open Programs CCPT V 2% 1% 15% INAV — — — CCIT II 2% 1% 15% Closed Programs CCPT IV 2% 1% 15% Other Programs Various Various Various _______________________________________________ (1) Percent taken on gross purchase price. (2) Performance fee paid only under the following circumstances: (i) if shares are listed on a national securities exchange; (ii) if the respective Managed Program is sold or the assets are liquidated; or (iii) upon termination of the advisory agreement. In connection with such events, the performance fee will only be earned upon the return to investors of their net capital invested and an 8% annual cumulative, non-compounded return ( 6% in the case of CCPT V). |
Management Service Revenue [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table shows the management fees for the Managed REITs as of September 30, 2015 : Program Asset Management / Advisory Fees (1) Performance Fees (2) Open Programs CCPT V 0.65% - 0.75% — INAV 0.90% 25% CCIT II 0.65% - 0.75% — Closed Programs CCPT IV 0.65% - 0.75% — Other Programs Various — _______________________________________________ (1) Annualized fee based on the average monthly invested assets or net asset value, if available. (2) Performance fee paid for any year in which the total return on stockholders’ capital exceeds 6% per annum on a calendar year basis. |
Revenue from Managed REITs [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The table below reflects the revenue earned from the Managed REITs and other affiliates for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Offering-related fees and reimbursements Securities commissions (1) $ 3,328 $ 13,369 $ 8,345 $ 48,993 Dealer manager and distribution fees (2) 1,258 4,099 3,143 14,964 Reimbursement revenue 1,264 4,067 2,995 10,000 Offering-related fees and reimbursements 5,850 21,535 14,483 73,957 Transaction service fees and reimbursements Acquisition fees 6,233 22,897 14,913 41,868 Disposition fees (3) 764 74 8,189 74 Reimbursement revenues 403 1,452 1,594 2,464 Transaction service fees and reimbursements 7,400 24,423 24,696 44,406 Management fees and reimbursements Asset and property management fees and leasing fees 416 428 1,213 1,407 Advisory and performance fee revenue 10,998 11,212 32,674 26,134 Reimbursement revenues 2,882 2,199 8,503 5,372 Management fees and reimbursements 14,296 13,839 42,390 32,913 Interest income on Affiliate Lines of Credit 306 76 967 101 Total related-party revenues $ 27,852 $ 59,873 $ 82,536 $ 151,377 ___________________________________ (1) The Company reallows 100% of selling commissions earned to participating broker-dealers. (2) The Company may reallow all or a portion of its dealer manager fee or applicable distribution fee to participating broker-dealers as a marketing and due diligence expense reimbursement. (3) The Company earned a disposition fee of $4.4 million on behalf of CCIT when it merged with Select Income REIT on January 29, 2015. |
Investments In Managed REITs [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The table below presents certain information related to the Company’s investments in the Managed REITs as of September 30, 2015 (carrying amount in thousands): September 30, 2015 Managed REIT % of Outstanding Shares Owned Carrying Amount of Investment CCPT IV 0.01% $ 124 CCPT V 1.39% 1,692 CCIT II 0.85% 1,608 INAV 0.16% 155 $ 3,579 |
Net Loss Per Share_Unit (Tables
Net Loss Per Share/Unit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following is a summary of the basic and diluted net loss per share computation for the General Partner for the three and nine months ended September 30, 2015 and 2014 (dollar amounts in thousands, except for share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to the Company $ 7,529 $ (280,398 ) $ (128,963 ) $ (626,562 ) Less: dividends to preferred shares and participating securities 18,191 37,643 54,142 84,366 Net loss attributable to common stockholders $ (10,662 ) $ (318,041 ) $ (183,105 ) $ (710,928 ) Weighted average number of common shares outstanding - basic and diluted 903,461,323 902,096,102 903,267,282 756,289,984 Basic and diluted net loss per share from continuing operations attributable to common stockholders $ (0.01 ) $ (0.35 ) $ (0.20 ) $ (0.94 ) The following is a summary of the basic and diluted net loss per unit computation for the OP for the three and nine months ended September 30, 2015 and 2014 (dollar amounts in thousands, except for unit and per unit data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to the Operating Partnership $ 7,737 $ (288,202 ) $ (132,458 ) $ (650,720 ) Less: dividends to preferred units and participating securities 18,191 37,643 54,142 84,366 Net loss attributable to common unitholders $ (10,454 ) $ (325,845 ) $ (186,600 ) $ (735,086 ) Weighted average number of common units outstanding - basic and diluted 927,225,120 926,801,361 927,031,079 781,112,325 Basic and diluted net loss from continuing operations per unit attributable to common unitholders $ (0.01 ) $ (0.35 ) $ (0.20 ) $ (0.94 ) |
Organization (Details)
Organization (Details) | Jul. 20, 2015$ / shares | Jan. 03, 2014 | Sep. 30, 2015segment$ / shares | Dec. 31, 2014$ / shares |
Real Estate Properties [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Series F Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Number of reportable segments | segment | 2 | |||
VEREIT Operating Partnership, L.P. [Member] | ||||
Real Estate Properties [Line Items] | ||||
Partnership units, holding period until right to redeem | 1 year | |||
General Partner [Member] | ||||
Real Estate Properties [Line Items] | ||||
General partner ownership interest in OP | 97.40% | |||
Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Real Estate Properties [Line Items] | ||||
Common equity interests owned by certain unaffiliated investors | 2.60% | |||
Preferred OP Units [Member] | ||||
Real Estate Properties [Line Items] | ||||
Preferred stock, dividend rate | 6.70% | 6.70% | ||
Series F Preferred Stock, par value (in dollars per share) | $ 0.01 | |||
Preferred OP Units [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Real Estate Properties [Line Items] | ||||
Preferred stock, dividend rate | 6.70% |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions | Sep. 30, 2015USD ($)propertyshares | Dec. 31, 2014USD ($)propertyshares |
Related Party Transaction [Line Items] | ||
Allowance for doubtful accounts | $ | $ 3.1 | $ 2.5 |
Deferred Rent, Derivative and Other Liabilities [Member] | ||
Related Party Transaction [Line Items] | ||
Deferred rental income | $ | $ 49.4 | $ 57.8 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Limited partners', units outstanding (shares) | 23,763,797 | 23,763,797 |
VEREIT Operating Partnership, L.P. [Member] | Limited Partner [Member] | Common Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Limited partners', units outstanding (shares) | 23,763,797 | 23,763,797 |
2015 Property Dispositions [Member] | ||
Related Party Transaction [Line Items] | ||
Number of properties classified held for sale | property | 5 | 2 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Acquisition Related Expenses and Other One-Time Transaction Related Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Merger related costs: | |||||
Strategic advisory services | $ 0 | $ 3,150 | $ 0 | $ 35,765 | |
Transfer taxes | 0 | 0 | 0 | 5,109 | |
Legal fees and expenses | 0 | 579 | 0 | 5,126 | |
Personnel costs and other reimbursements | 0 | 0 | 0 | 751 | |
Multi-tenant spin off | 0 | 2,270 | 0 | 7,450 | |
Other fees and expenses | 0 | 0 | 0 | 1,676 | |
Other non-routine transaction related costs: | |||||
Post-transaction support services | 0 | 0 | 0 | 14,251 | |
Subordinated distribution fee | 0 | 0 | 0 | 78,244 | |
Audit Committee Investigation and related matters | 9,251 | 0 | 38,953 | 0 | |
Furniture, fixtures and equipment | 0 | 0 | 0 | 14,085 | |
Legal fees and expenses | (294) | 743 | 2,659 | 2,569 | |
Personnel costs and other reimbursements | 0 | 0 | 0 | 2,718 | |
Other fees and expenses | 0 | 890 | 632 | 7,608 | |
Total | [1] | $ 8,957 | $ 7,632 | $ 42,244 | $ 175,352 |
[1] | Includes $137.8 million of expenses incurred during the nine months ended September 30, 2014, paid to affiliates. No such expenses were incurred during the three months ended September 30, 2014 or the three and nine months ended September 30, 2015. |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) ft² in Millions | 9 Months Ended | |
Sep. 30, 2015ft²loanpropertysecuritysegmentstate | Dec. 31, 2014security | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Loans held for investment | loan | 11 | |
Commercial Mortgage Backed Securities [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of securities acquired | security | 10 | 10 |
REI Segment [Member] | Consolidated Properties [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of properties owned | property | 4,572 | |
Square feet of property | 100.9 | |
Number of states in which entity operates | state | 49 | |
Percentage of rentable space leased | 98.30% | |
Real estate property, weighted average remaining lease term | 11 years 1 month 6 days |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Segment Reporting Information [Line Items] | ||||||
Rental income | $ 333,766 | $ 365,712 | $ 1,017,708 | $ 924,646 | ||
Direct financing lease income | 659 | 625 | 2,097 | 2,812 | ||
Operating expense reimbursements | 22,983 | 30,984 | 71,269 | 81,716 | ||
Total revenues | 384,954 | 457,118 | 1,172,643 | 1,160,450 | ||
Acquisition related | [1] | 1,764 | 13,998 | 5,509 | 34,616 | |
Merger and other non-routine transactions | [2] | 8,957 | 7,632 | 42,244 | 175,352 | |
Property operating | 31,950 | 40,977 | 95,547 | 110,018 | ||
Management fees to affiliates | 0 | 0 | 0 | 13,888 | ||
General and administrative | [3] | 32,842 | 30,213 | 99,906 | 122,806 | |
Depreciation and amortization | 208,542 | 265,150 | 645,196 | 689,731 | ||
Impairment of real estate | 85,341 | 3,855 | ||||
Total operating expenses | 287,951 | 375,667 | 983,380 | 1,207,168 | ||
Operating income (loss) | 97,003 | 81,451 | 189,263 | (46,718) | ||
Extinguishment and forgiveness of debt, net | 0 | (5,396) | 5,302 | (21,264) | ||
Other income, net | 3,401 | 8,687 | 12,791 | 17,104 | ||
Loss on derivative instruments, net | (1,420) | (17,484) | (2,137) | (10,398) | ||
Gain on sale of investments | 65 | 6,357 | ||||
Total other expenses, net | (80,820) | (109,479) | (253,116) | (334,692) | ||
Income (loss) before income and franchise taxes and loss on disposition of real estate and held for sale assets | 16,183 | (28,028) | (63,853) | (381,410) | ||
Loss on disposition of real estate and held for sale assets, net | (6,542) | (256,894) | (62,584) | (275,768) | ||
Income (loss) before income and franchise taxes | 9,641 | (284,922) | (126,437) | (657,178) | ||
Benefit from (provision for) income taxes | (1,500) | (3,125) | (4,824) | 6,693 | ||
Net income (loss) | 8,141 | (288,047) | (131,261) | (650,485) | ||
Cole Capital reallowed fees and commissions | 3,896 | 15,398 | 9,637 | 56,902 | ||
Assets | 18,704,888 | 18,704,888 | $ 20,515,139 | |||
REI Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 333,766 | 365,712 | 1,017,708 | 924,646 | ||
Direct financing lease income | 659 | 625 | 2,097 | 2,812 | ||
Operating expense reimbursements | 22,983 | 30,984 | 71,269 | 81,716 | ||
Total revenues | 357,408 | 397,321 | 1,091,074 | 1,009,174 | ||
Acquisition related | 1,690 | 13,998 | 4,976 | 34,616 | ||
Merger and other non-routine transactions | 8,957 | 7,613 | 42,244 | 173,406 | ||
Property operating | 31,950 | 40,977 | 95,547 | 110,018 | ||
Management fees to affiliates | 0 | 0 | 0 | 13,888 | ||
General and administrative | 15,848 | 12,948 | 48,045 | 62,675 | ||
Depreciation and amortization | 200,158 | 240,073 | 620,068 | 625,521 | ||
Impairment of real estate | 0 | 2,299 | 85,341 | 3,855 | ||
Total operating expenses | 258,603 | 317,908 | 896,221 | 1,023,979 | ||
Operating income (loss) | 98,805 | 79,413 | 194,853 | (14,805) | ||
Interest expense, net | (89,530) | (101,643) | (275,801) | (326,491) | ||
Extinguishment and forgiveness of debt, net | 0 | (5,396) | 5,302 | (21,264) | ||
Other income, net | 2,936 | 8,508 | 10,715 | 16,799 | ||
Gain on disposition of interest in joint venture | 6,729 | 0 | 6,729 | 0 | ||
Loss on derivative instruments, net | (1,420) | (17,484) | (2,137) | (10,398) | ||
Gain on sale of investments | 0 | 6,357 | 0 | 6,357 | ||
Total other expenses, net | (81,285) | (109,658) | (255,192) | (334,997) | ||
Income (loss) before income and franchise taxes and loss on disposition of real estate and held for sale assets | 17,520 | (30,245) | (60,339) | (349,802) | ||
Loss on disposition of real estate and held for sale assets, net | (6,542) | (256,894) | (62,584) | (275,768) | ||
Income (loss) before income and franchise taxes | 10,978 | (287,139) | (122,923) | (625,570) | ||
Benefit from (provision for) income taxes | (2,238) | (1,994) | (7,211) | (5,905) | ||
Net income (loss) | 8,740 | (289,133) | (130,134) | (631,475) | ||
Assets | 18,008,818 | 18,008,818 | 19,771,138 | |||
Cole Capital segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 27,546 | 59,797 | 81,569 | 151,276 | ||
Acquisition related | 74 | 0 | 533 | 0 | ||
Merger and other non-routine transactions | 0 | 19 | 0 | 1,946 | ||
General and administrative | 16,994 | 17,265 | 51,861 | 60,131 | ||
Depreciation and amortization | 8,384 | 25,077 | 25,128 | 64,210 | ||
Total operating expenses | 29,348 | 57,759 | 87,159 | 183,189 | ||
Operating income (loss) | (1,802) | 2,038 | (5,590) | (31,913) | ||
Total other expenses, net | 465 | 179 | 2,076 | 305 | ||
Income (loss) before income and franchise taxes | (1,337) | 2,217 | (3,514) | (31,608) | ||
Benefit from (provision for) income taxes | 738 | (1,131) | 2,387 | 12,598 | ||
Net income (loss) | (599) | 1,086 | (1,127) | (19,010) | ||
Offering-related fees and reimbursements | 5,850 | 21,535 | 14,483 | 73,957 | ||
Transaction service fees and reimbursements | 7,400 | 24,423 | 24,696 | 44,406 | ||
Management fees and reimbursements | 14,296 | 13,839 | 42,390 | 32,913 | ||
Cole Capital reallowed fees and commissions | 3,896 | $ 15,398 | 9,637 | $ 56,902 | ||
Assets | $ 696,070 | $ 696,070 | $ 744,001 | |||
[1] | Includes $1.7 million of expenses incurred during the nine months ended September 30, 2014, paid to affiliates. No such expenses were incurred during the three months ended September 30, 2014 or the three and nine months ended September 30, 2015. | |||||
[2] | Includes $137.8 million of expenses incurred during the nine months ended September 30, 2014, paid to affiliates. No such expenses were incurred during the three months ended September 30, 2014 or the three and nine months ended September 30, 2015. | |||||
[3] | Includes $60,000 and $16.1 million of expenses incurred during the three and nine months ended September 30, 2014, respectively, paid to affiliates. No such expenses were incurred during the three and nine months ended September 30, 2015. |
Goodwill and Other Intangible52
Goodwill and Other Intangibles (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of segments | segment | 2 | ||||
Intangible assets | $ 127,835 | $ 127,835 | $ 150,359 | ||
Managed REITs [Member] | Management And Advisory Contracts [Member] | |||||
Related Party Transaction [Line Items] | |||||
Intangible assets | 150,400 | $ 385,600 | 150,400 | $ 385,600 | |
Intangible assets, accumulated amortization | (22,500) | (62,300) | $ (22,500) | (62,300) | |
Estimated useful life | 5 years | ||||
Amortization expense | 7,500 | $ 24,300 | $ 22,500 | $ 62,300 | |
Estimated amortization expense for remainder of fiscal year | 7,600 | 7,600 | |||
Estimated amortization expense, 2016 | 30,100 | 30,100 | |||
Estimated amortization expense, 2017 | 30,100 | 30,100 | |||
Estimated amortization expense, 2018 | 30,100 | 30,100 | |||
Estimated amortization expense, 2019 | $ 30,100 | $ 30,100 |
Goodwill and Other Intangible53
Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 1,894,794 | $ 92,789 | $ 0 |
Measurement period adjustments | 22,288 | ||
Goodwill allocated to dispositions / and held for sale assets | (66,789) | (210,139) | |
Impairment | (223,064) | ||
Goodwill, ending balance | 1,828,005 | 1,894,794 | 92,789 |
CapLease [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions and mergers | 92,789 | ||
Cole Merger [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions and mergers | 2,212,920 | ||
REI Segment [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 1,509,396 | 92,789 | 0 |
Measurement period adjustments | (27,339) | ||
Goodwill allocated to dispositions / and held for sale assets | (66,789) | (210,139) | |
Impairment | 0 | ||
Goodwill, ending balance | 1,442,607 | 1,509,396 | 92,789 |
REI Segment [Member] | CapLease [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions and mergers | 92,789 | ||
REI Segment [Member] | Cole Merger [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions and mergers | 1,654,085 | ||
Cole Capital Segment [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 385,398 | 0 | 0 |
Measurement period adjustments | 49,627 | ||
Goodwill allocated to dispositions / and held for sale assets | 0 | 0 | |
Impairment | (223,064) | ||
Goodwill, ending balance | $ 385,398 | 385,398 | 0 |
Cole Capital Segment [Member] | CapLease [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions and mergers | $ 0 | ||
Cole Capital Segment [Member] | Cole Merger [Member] | |||
Goodwill [Roll Forward] | |||
Acquisitions and mergers | $ 558,835 |
Goodwill and Other Intangible54
Goodwill and Other Intangibles (Intangible Lease Assets and Liabilities) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease liabilities, accumulated amortization | $ 33,493 | $ 19,123 |
Below Market Lease, Weighted-Average Useful Life | 17 years 5 months 9 days | |
Intangible lease liabilities, net | $ 264,232 | 317,838 |
Total Intangible Lease Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, net | 1,909,752 | 2,175,982 |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, accumulated amortization | $ 361,315 | 236,096 |
Intangible lease assets, Weighted-Average Useful Life | 14 years 22 days | |
Intangible lease assets, net | $ 1,575,024 | 1,816,508 |
Leasing Commissions [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, accumulated amortization | $ 853 | 505 |
Intangible lease assets, Weighted-Average Useful Life | 7 years 9 months 4 days | |
Intangible lease assets, net | $ 3,779 | 4,205 |
Above-Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, accumulated amortization | $ 41,449 | 22,471 |
Intangible lease assets, Weighted-Average Useful Life | 16 years 6 months | |
Intangible lease assets, net | $ 330,949 | $ 355,269 |
Goodwill and Other Intangible55
Goodwill and Other Intangibles (Projected Amortization Expense and Adjustments) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Below-market lease liabilities, amortization income, October 1, 2015 - December 31, 2015 | $ 5,368 |
Below-market lease liabilities, amortization income, 2016 | 21,364 |
Below-market lease liabilities, amortization income, 2017 | 21,222 |
Below-market lease liabilities, amortization income, 2018 | 20,895 |
Below-market lease liabilities, amortization income, 2019 | 20,153 |
In-Place Leases [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortization expense, October 1, 2015 - December 31, 2015 | 46,008 |
Amortization expense, 2016 | 179,088 |
Amortization expense, 2017 | 163,617 |
Amortization expense, 2018 | 149,574 |
Amortization expense, 2019 | 137,702 |
Leasing Commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortization expense, October 1, 2015 - December 31, 2015 | 141 |
Amortization expense, 2016 | 547 |
Amortization expense, 2017 | 519 |
Amortization expense, 2018 | 409 |
Amortization expense, 2019 | 382 |
Above-Market Lease Assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amortization expense, October 1, 2015 - December 31, 2015 | 6,716 |
Amortization expense, 2016 | 26,797 |
Amortization expense, 2017 | 26,450 |
Amortization expense, 2018 | 25,887 |
Amortization expense, 2019 | $ 23,925 |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)land_parcelproperty | Sep. 30, 2014USD ($)land_parcelproperty | |
2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 14 | |
Development projects in progress | 9 | |
Cash paid for acquired real estate investments | $ | $ 10,207 | |
2014 Acquisitions, Excluding Cole Merger, ARCT IV Merger And CCPT Merger [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 1,092 | |
Development projects in progress | 28 | |
Cash paid for acquired real estate investments | $ | $ 3,818,822 |
Real Estate Investments (Assets
Real Estate Investments (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
2015 Acquisitions [Member] | ||
Assets Acquired and Liabilities Assumed | ||
Land | $ 2,047 | |
Buildings, fixtures and improvements | 5,258 | |
Land and construction in progress | 2,140 | |
Total tangible assets | 9,445 | |
In-place leases | 717 | |
Above-market leases | 153 | |
Below-market leases | (108) | |
Fair value adjustment of assumed notes payable | 0 | |
Total purchase price of assets acquired, net | 10,207 | |
Mortgage notes payable assumed | 0 | |
Cash paid for acquired real estate investments | $ 10,207 | |
2014 Acquisitions, Excluding Cole Merger, ARCT IV Merger And CCPT Merger [Member] | ||
Assets Acquired and Liabilities Assumed | ||
Land | $ 812,712 | |
Buildings, fixtures and improvements | 2,486,868 | |
Land and construction in progress | 11,083 | |
Total tangible assets | 3,310,663 | |
In-place leases | 522,568 | |
Above-market leases | 110,230 | |
Below-market leases | (101,108) | |
Fair value adjustment of assumed notes payable | (23,531) | |
Total purchase price of assets acquired, net | 3,818,822 | |
Mortgage notes payable assumed | (301,532) | |
Cash paid for acquired real estate investments | $ 3,517,290 |
Real Estate Investments (Future
Real Estate Investments (Future Lease Payments) (Details) $ in Thousands | Sep. 30, 2015USD ($)property |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
October 1, 2015 - December 31, 2015 | $ 289,399 |
2,016 | 1,225,267 |
2,017 | 1,194,341 |
2,018 | 1,158,149 |
2,019 | 1,117,327 |
Thereafter | 9,744,736 |
Total | 14,729,219 |
Future Minimum Direct Financing Lease Payments | |
October 1, 2015 - December 31, 2015 | 1,166 |
2,016 | 4,674 |
2,017 | 4,273 |
2,018 | 3,183 |
2,019 | 2,397 |
Thereafter | 7,916 |
Total | $ 23,609 |
Capital leased assets, number of units | property | 37 |
Real Estate Investments (Invest
Real Estate Investments (Investment in Direct Financing Leases, Net) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real Estate [Abstract] | ||
Future minimum lease payments receivable | $ 23,609 | $ 27,199 |
Unguaranteed residual value of property | 33,598 | 39,852 |
Unearned income | (7,963) | (10,975) |
Net investment in direct financing leases | $ 49,244 | $ 56,076 |
Real Estate Investments (Develo
Real Estate Investments (Development Activities) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)development_project | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | ||
Number of development projects completed | development_project | 27 | |
Aggregate cost to date | $ 47,600 | |
Number of remaining projects to be completed | development_project | 10 | |
Estimated completion period for remaining projects | 12 months | |
Number of development projects placed into service | development_project | 2 | |
Aggregate cost of projects placed in service | $ 55,800 | |
Number of other build-to-suit, redevelopment and expansion projects | development_project | 4 | |
Investment to date | $ 37,356 | $ 77,450 |
Total commitment | 4,100 | |
Land and Construction in Progress [Member] | ||
Business Acquisition [Line Items] | ||
Tenant Improvements | $ 16,700 | |
2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Development projects in progress | development_project | 14 | |
Investment to date | $ 17,666 | |
Estimated cost to complete | 7,447 | |
Total Investment | $ 25,113 |
Real Estate Investments (Proper
Real Estate Investments (Property Dispositions and Held for Sale Assets) (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($)joint_ventureproperty | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)joint_ventureproperty | Sep. 30, 2014USD ($)property | Dec. 31, 2014USD ($)property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net proceeds after debt repayment and closing costs | $ 370,229 | $ 129,212 | |||
Gain related to sale of properties, included in loss on disposition of real estate and held for sale assets, net | $ (6,542) | $ (256,894) | (62,584) | (275,768) | |
Foreclosed upon property net book value | 15,627,928 | 15,627,928 | $ 17,258,438 | ||
Proceeds after debt repayment and closing costs | 43,041 | 0 | |||
Gain on sale of consolidated joint venture | $ 6,729 | 0 | 6,729 | 0 | |
Goodwill allocated to dispositions | 66,789 | $ 210,139 | |||
2015 Property Dispositions [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Aggregate gross sales price | 675,900 | ||||
Net proceeds after debt repayment and closing costs | 370,200 | ||||
Gain related to sale of properties, included in loss on disposition of real estate and held for sale assets, net | $ 39,300 | ||||
Number of properties classified held for sale | property | 5 | 5 | 2 | ||
Net loss on sale of properties | $ 23,300 | ||||
Goodwill allocated to dispositions | $ 18,300 | ||||
Foreclosed Upon Real Estate Property [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties foreclosed upon | property | 1 | ||||
Foreclosed upon property net book value | $ 38,200 | $ 38,200 | |||
Property Dispositions, 2014 [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Aggregate gross sales price | $ 158,600 | ||||
Single-Tenant Property [Member] | 2015 Property Dispositions [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties disposed | property | 85 | ||||
Single-Tenant Property [Member] | Property Dispositions, 2014 [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties disposed | property | 29 | ||||
Anchored Shopping Center [Member] | 2015 Property Dispositions [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties disposed | property | 3 | ||||
Anchored Shopping Center [Member] | Property Dispositions, 2014 [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of real estate properties disposed | property | 1 | ||||
Consolidated Joint Venture [Member] | 2015 Property Dispositions [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of properties owned by consolidated joint ventures disposed of | property | 1 | ||||
Aggregate gross sales price | $ 77,500 | ||||
Proceeds after debt repayment and closing costs | 43,000 | ||||
Gain on sale of consolidated joint venture | 6,700 | ||||
Real Estate Investment Segment [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain related to sale of properties, included in loss on disposition of real estate and held for sale assets, net | $ (6,542) | $ (256,894) | (62,584) | $ (275,768) | |
Goodwill allocated to dispositions | $ 66,789 | $ 210,139 | |||
Real Estate Investment Segment [Member] | Unconsolidated Properties [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of unconsolidated joint ventures | joint_venture | 3 | 3 |
Real Estate Investments (Uncons
Real Estate Investments (Unconsolidated Joint Ventures) (Details) $ in Thousands, ft² in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)ft²joint_ventureproperty | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)ft²joint_ventureproperty | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Amount of Investment | $ 57,247 | $ 57,247 | $ 98,053 | ||
Carrying Amount of Investment | 53,667 | 53,667 | |||
Underlying equity in net assets | $ 10,200 | 10,200 | |||
Equity in income from Unconsolidated Joint Ventures | $ 1,611 | $ 247 | |||
Cole/Mosaic JV South Elgin IL, LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership % (1) | 50.00% | 50.00% | |||
Carrying Amount of Investment | $ 6,763 | $ 6,763 | |||
Cole/LBA JV OF Pleasanton CA, LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership % (1) | 90.00% | 90.00% | |||
Carrying Amount of Investment | $ 33,612 | $ 33,612 | |||
Cole/Faison JV Bethlehem GA, LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership % (1) | 90.00% | 90.00% | |||
Carrying Amount of Investment | $ 13,292 | $ 13,292 | |||
Real Estate Investment Segment [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying Amount of Investment | 53,700 | 53,700 | |||
Equity in income from Unconsolidated Joint Ventures | $ 100 | $ 200 | $ 1,500 | $ 1,600 | |
Real Estate Investment Segment [Member] | Unconsolidated Properties [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of unconsolidated joint ventures | joint_venture | 3 | 3 | |||
Number of properties owned | property | 3 | 3 | |||
Net rentable area (in square feet) | ft² | 0.9 | 0.9 |
Real Estate Investments Real Es
Real Estate Investments Real Estate Investments (Concentration Narrative) (Details) - Lease Revenue [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Customer Concentration Risk [Member] | Red Lobster [Member] | |
Product Information [Line Items] | |
Concentration risk | 12.00% |
Geographic Concentration Risk [Member] | TEXAS | |
Product Information [Line Items] | |
Concentration risk | 12.90% |
Industry Concentration [Member] | Casual Dining [Member] | |
Product Information [Line Items] | |
Concentration risk | 19.00% |
Investment Securities, at Fai64
Investment Securities, at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 54,455 | $ 58,646 |
CMBS [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 52,502 | 56,459 |
Gross Unrealized Gains | 2,598 | 2,207 |
Gross Unrealized Losses | (645) | (20) |
Fair Value | $ 54,455 | $ 58,646 |
Investment Securities, at Fai65
Investment Securities, at Fair Value (Narrative) (Details) $ in Thousands | Sep. 30, 2015USD ($)security | Dec. 31, 2014USD ($)security |
Schedule of Available-for-sale Securities [Line Items] | ||
Investment securities, at fair value | $ | $ 54,455 | $ 58,646 |
CMBS [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Number of securities owned | 10 | 10 |
Investment securities, at fair value | $ | $ 54,455 | $ 58,646 |
Number of securities with fair value below amortized cost | 3 | |
CMBS [Member] | Minimum [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Interest rate | 5.88% | |
CMBS [Member] | Maximum [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Interest rate | 8.95% |
Investments Securities, at Fair
Investments Securities, at Fair Value (Scheduled Maturity of CMBS) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value | ||
Total | $ 54,455 | $ 58,646 |
CMBS [Member] | ||
Amortized Cost | ||
Due within one year | 0 | |
Due after one year through five years | 23,880 | |
Due after five years through 10 years | 11,738 | |
Due after 10 years | 16,884 | |
Amortized Cost | 52,502 | 56,459 |
Fair Value | ||
Due within one year | 0 | |
Due after one year through five years | 24,761 | |
Due after five years through 10 years | 12,287 | |
Due after 10 years | 17,407 | |
Total | $ 54,455 | $ 58,646 |
Loans Held for Investment (Narr
Loans Held for Investment (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Loans held for investment | 11 |
Weighted-average interest rate | 6.90% |
Weighted-average years to maturity | 9 years 3 months 18 days |
Mortgage notes receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of mortgage notes with capitalized principal and interest | 1 |
Loans held for investment | 10 |
Weighted-average interest rate | 6.30% |
Weighted-average years to maturity | 13 years 9 months 18 days |
Loans Held for Investment (Comp
Loans Held for Investment (Composition of Loans Held for Investment) (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015USD ($)loan | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2014USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loans held for investment | loan | 11 | |||
Outstanding Balance | $ 41,844 | |||
Carrying Value | $ 40,002 | $ 42,106 | ||
Weighted-Average Interest Rate | 6.90% | |||
Weighted-Average Years to Maturity | 9 years 3 months 18 days | |||
Mortgage notes receivable [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loans held for investment | loan | 10 | |||
Outstanding Balance | $ 26,544 | |||
Carrying Value | $ 24,702 | |||
Weighted-Average Interest Rate | 6.30% | |||
Weighted-Average Years to Maturity | 13 years 9 months 18 days | |||
Mortgage notes receivable [Member] | Minimum [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest rate | 5.57% | |||
Mortgage notes receivable [Member] | Maximum [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest rate | 7.24% | |||
Unsecured note [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loans held for investment | loan | 1 | |||
Outstanding Balance | $ 15,300 | |||
Carrying Value | $ 15,300 | |||
Weighted-Average Interest Rate | 8.00% | |||
Weighted-Average Years to Maturity | 1 year 6 months | |||
Scenario, Forecast [Member] | Unsecured note [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Principal payments | $ 3,800 | $ 7,700 |
Loans Held for Investment (Aggr
Loans Held for Investment (Aggregate Principal Payments) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Nov. 04, 2015 | |
Subsequent Event [Line Items] | ||
Due within one year | $ 9,298 | |
Due after one year through five years | 12,924 | |
Due after five years through 10 years | 6,516 | |
Due after 10 years | 17,056 | |
Total | $ 45,794 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Interest scheduled to be capitalized | $ 4,000 |
Deferred Costs and Other Asse70
Deferred Costs and Other Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Deferred costs, net | $ 96,477 | $ 96,477 | $ 126,202 |
Accounts receivable, net | 54,598 | 54,598 | 66,021 |
Straight-line rent receivable | 155,392 | 155,392 | 89,355 |
Prepaid expenses | 15,484 | 15,484 | 15,171 |
Leasehold improvements, property and equipment, net | 19,163 | 19,163 | 21,351 |
Restricted escrow deposits | 5,835 | 5,835 | 34,339 |
Deferred tax asset and tax receivable | 15,909 | 15,909 | 15,924 |
Program development costs, net | 20,878 | 20,878 | 12,871 |
Derivative assets, at fair value | 0 | 0 | 5,509 |
Other assets | 2,070 | 2,070 | 3,179 |
Total | 385,806 | 385,806 | 389,922 |
Allowance for doubtful accounts | 3,100 | 3,100 | 2,500 |
Deferred Costs and Other Assets, Net [Member] | Program Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Reserves related to program development costs | 13,100 | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | 400 | 1,100 | |
Accumulated amortization and depreciation | 2,300 | 2,300 | 1,200 |
Property and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated amortization and depreciation | 3,100 | 3,100 | $ 1,600 |
Depreciation expense | $ 500 | $ 1,500 |
Fair Value Measures (Narrative)
Fair Value Measures (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($)property | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairments | $ 85,341 | $ 3,855 | |
Number of properties noted to have estimated sales price less than carrying amount | property | 161 | ||
Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Length of time for properties more likely than not of being disposed | 12 months | ||
Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Length of time for properties more likely than not of being disposed | 24 months | ||
Reported Value Measurement [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying value of real estate assets deemed to be impaired | 319,300 | 8,200 | |
Estimated fair value of real estate assets deemed to be impaired | $ 234,000 | $ 234,000 | $ 4,300 |
Fair Value Measures (Impairment
Fair Value Measures (Impairment of Assets) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($)property | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Properties impaired | property | 188 | 9 |
Impairments | $ 85,341 | $ 3,855 |
Investment in real estate assets, net [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Impairments | 82,654 | 3,855 |
Investments in direct financing leases, net [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Impairments | 3,417 | 0 |
Below-market lease liabilities, net [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Impairments | $ (730) | $ 0 |
Fair Value Measures (Fair Value
Fair Value Measures (Fair Value of Assets and Liabilities, Measured on a Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap assets | $ 0 | $ 5,509 |
Interest rate swap liabilities | (15,350) | (7,384) |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
CMBS | 54,455 | 58,646 |
Interest rate swap assets | 5,509 | |
Total assets | 54,455 | 64,155 |
Interest rate swap liabilities | (15,350) | (7,384) |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
CMBS | 0 | 0 |
Interest rate swap assets | 0 | |
Total assets | 0 | 0 |
Interest rate swap liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
CMBS | 0 | 0 |
Interest rate swap assets | 5,509 | |
Total assets | 0 | 5,509 |
Interest rate swap liabilities | (15,350) | (7,384) |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
CMBS | 54,455 | 58,646 |
Interest rate swap assets | 0 | |
Total assets | 54,455 | 58,646 |
Interest rate swap liabilities | $ 0 | $ 0 |
Fair Value Measures (Reconcilia
Fair Value Measures (Reconciliation of Instrument with Unobservable Inputs) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Assets (Liabilities), Net Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 43,847 | |
Unrealized gain included in other comprehensive income, net | 9,456 | |
Changes in fair value included in net loss | (14,564) | |
Fair value at purchase/issuance | 147,591 | |
Sale of CMBS acquired in the Cole Merger | (151,248) | |
Reclassification of previous unrealized gains on investment securities into net loss-CMBS | (7,417) | |
Principal payments received/Return of principal received | (3,678) | |
Amortization included in net loss | 184 | |
Reclassification of contingent consideration to held for sale | 4,596 | |
Redemption of Series D | 30,310 | |
Ending balance | 59,077 | |
CMBS [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 58,646 | 60,583 |
Unrealized gain included in other comprehensive income, net | (232) | 9,456 |
Fair value at purchase/issuance | 151,197 | |
Sale of CMBS acquired in the Cole Merger | (151,248) | |
Reclassification of previous unrealized gains on investment securities into net loss-CMBS | (7,417) | |
Principal payments received/Return of principal received | (4,055) | (3,678) |
Amortization included in net loss | 96 | 184 |
Ending balance | $ 54,455 | 59,077 |
Series D Preferred Stock Embedded Derivative [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | (16,736) | |
Changes in fair value included in net loss | (13,574) | |
Redemption of Series D | 30,310 | |
Ending balance | 0 | |
Contingent Consideration Arrangements [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Changes in fair value included in net loss | (990) | |
Fair value at purchase/issuance | (3,606) | |
Reclassification of contingent consideration to held for sale | 4,596 | |
Ending balance | $ 0 |
Fair Value Measures (Fair Val75
Fair Value Measures (Fair Value of Financial Instruments by Balance Sheet Location) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 8,848,503 | $ 10,513,781 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 9,199,993 | 10,874,827 |
Level 3 [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans held for investment | 40,002 | 42,106 |
Level 3 [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans held for investment | 48,330 | 42,645 |
Level 3 [Member] | Mortgage Notes Payable and Other Debt, Net [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 3,210,413 | 3,805,761 |
Level 3 [Member] | Mortgage Notes Payable and Other Debt, Net [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 3,476,992 | 3,931,029 |
Level 3 [Member] | Corporate Bonds, Net [Member] | Senior Unsecured Note [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,547,059 | 2,546,499 |
Level 3 [Member] | Corporate Bonds, Net [Member] | Senior Unsecured Note [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,588,214 | 2,709,845 |
Level 3 [Member] | Convertible Debt, Net [Member] | Convertible Senior Notes [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 981,031 | 977,521 |
Level 3 [Member] | Convertible Debt, Net [Member] | Convertible Senior Notes [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 1,020,495 | 1,088,069 |
Level 3 [Member] | Credit Facility [Member] | Credit Facilities [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,110,000 | 3,184,000 |
Level 3 [Member] | Credit Facility [Member] | Credit Facilities [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 2,114,292 | $ 3,145,884 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Debt outstanding | $ 8,966,996 | $ 10,513,781 |
Weighted-average years to maturity | 4 years | |
Weighted-average interest rate | 3.65% |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Debt [Roll Forward] | |
Total debt, Beginning balance | $ 10,513,781 |
Debt Issuances | 1,379 |
Repayments, Extinguishment and Assumptions | (1,534,068) |
Accretion and (Amortization) | (14,096) |
Total debt, Ending balance | 8,966,996 |
Mortgages and Other Debt [Member] | |
Debt [Roll Forward] | |
Total debt, Beginning balance | 3,805,761 |
Debt Issuances | 1,379 |
Repayments, Extinguishment and Assumptions | (460,068) |
Accretion and (Amortization) | (18,166) |
Total debt, Ending balance | 3,328,906 |
Mortgage Notes Payable [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 3,689,796 |
Net premiums (Discount), Beginning balance | 70,139 |
Debt Issuances | 1,379 |
Repayments, Extinguishment and Assumptions | (457,900) |
Repayments, Extinguishment and Assumptions, Net Premium | 8,020 |
Accretion and (Amortization) | (17,977) |
Outstanding balance, Ending balance | 3,233,275 |
Net premiums (Discount), Ending balance | 60,182 |
Total debt, Ending balance | 3,233,275 |
Other Debt [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 45,325 |
Net premiums (Discount), Beginning balance | 501 |
Repayments, Extinguishment and Assumptions | (10,188) |
Accretion and (Amortization) | (189) |
Outstanding balance, Ending balance | 35,137 |
Net premiums (Discount), Ending balance | 312 |
Total debt, Ending balance | 35,137 |
Corporate Bonds [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 2,550,000 |
Net premiums (Discount), Beginning balance | (3,501) |
Total debt, Beginning balance | 2,546,499 |
Accretion and (Amortization) | 560 |
Outstanding balance, Ending balance | 2,550,000 |
Net premiums (Discount), Ending balance | (2,941) |
Total debt, Ending balance | 2,547,059 |
Convertible Debt [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Beginning balance | 1,000,000 |
Net premiums (Discount), Beginning balance | (22,479) |
Total debt, Beginning balance | 977,521 |
Accretion and (Amortization) | 3,510 |
Outstanding balance, Ending balance | 1,000,000 |
Net premiums (Discount), Ending balance | (18,969) |
Total debt, Ending balance | 981,031 |
Credit Facility [Member] | |
Debt [Roll Forward] | |
Total debt, Beginning balance | 3,184,000 |
Debt Issuances | 0 |
Repayments, Extinguishment and Assumptions | (1,074,000) |
Total debt, Ending balance | 2,110,000 |
Mortgages Secured by Properties Held for Sale [Member] | |
Debt [Roll Forward] | |
Outstanding balance, Ending balance | 124,300 |
Net premiums (Discount), Ending balance | $ (5,800) |
Debt (Mortgage Notes Payable) (
Debt (Mortgage Notes Payable) (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 3.65% | |
Weighted-Average Years to Maturity | 4 years | |
Mortgage Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 678 | |
Gross Carrying Value of Collateralized Properties | $ 6,274,768,000 | |
Outstanding Balance | $ 3,233,275,000 | $ 3,689,796,000 |
Weighted-Average Interest Rate | 5.02% | |
Mortgage Notes Payable [Member] | Unconsolidated Joint Venture [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 103,400,000 | |
Mortgage Notes Payable [Member] | Weighted-Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 5 years 3 months 18 days | |
Mortgage Notes Payable [Member] | Fixed-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 677 | |
Gross Carrying Value of Collateralized Properties | $ 6,250,140,000 | |
Outstanding Balance | $ 3,225,103,000 | |
Weighted-Average Interest Rate | 5.03% | |
Mortgage Notes Payable [Member] | Fixed-rate debt [Member] | Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 284,800,000 | |
Mortgage Notes Payable [Member] | Fixed-rate debt [Member] | Weighted-Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 5 years 4 months 24 days | |
Mortgage Notes Payable [Member] | Variable-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Gross Carrying Value of Collateralized Properties | $ 24,628,000 | |
Outstanding Balance | $ 8,172,000 | |
Weighted-Average Interest Rate | 3.15% | |
Mortgage Notes Payable [Member] | Variable-rate debt [Member] | Weighted-Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 11 months 1 day | |
Mortgage Notes Payable [Member] | Recourse debt [Member] | Unconsolidated Joint Venture [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 0 | |
Mortgages Secured by Assets Held for Sale [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 124,300,000 |
Debt (Mortgage Notes Payable)79
Debt (Mortgage Notes Payable) (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Loss on derivative instruments, net | $ (1,420,000) | $ (17,484,000) | $ (2,137,000) | $ (10,398,000) | |
Extinguishment and forgiveness of debt, net | $ 0 | 5,396,000 | $ (5,302,000) | 21,264,000 | |
Weighted-Average Interest Rate | 3.65% | 3.65% | |||
Weighted-average years to maturity | 4 years | ||||
Mortgage Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Weighted-Average Interest Rate | 4.63% | 4.63% | |||
Mortgage Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding loan balance in default | $ 38,100,000 | $ 38,100,000 | $ 53,800,000 | ||
Repayments and extinguishment | 276,700,000 | 173,300,000 | 388,700,000 | 1,000,000,000 | |
Payments for prepayments fees | 0 | 3,000,000 | 5,000 | 35,900,000 | |
Extinguishment and forgiveness of debt, net | $ 0 | (1,900,000) | $ (400,000) | (18,900,000) | |
Weighted-Average Interest Rate | 5.02% | 5.02% | |||
Gain on forgiveness of debt | $ 4,900,000 | ||||
Default rate of interest, per annum | 10.68% | ||||
Mortgage Notes Payable [Member] | Weighted-Average [Member] | |||||
Debt Instrument [Line Items] | |||||
Weighted-average years to maturity | 5 years 3 months 18 days | ||||
Mortgage Notes Payable [Member] | Interest Rate Swap [Member] | |||||
Debt Instrument [Line Items] | |||||
Loss on derivative instruments, net | $ 100,000 | $ 10,200,000 | |||
Mortgage Notes Payable [Member] | Mortgage Notes Payable [Member] | Weighted-Average [Member] | |||||
Debt Instrument [Line Items] | |||||
Weighted-average years to maturity | 16 years 2 months 1 day |
Debt (Aggregate Principal Repay
Debt (Aggregate Principal Repayments on Mortgage Notes and Other Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total | $ 8,966,996 | $ 10,513,781 |
Mortgage Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
October 1, 2015 - December 31, 2015 | 3,738 | |
2,016 | 243,978 | |
2,017 | 449,073 | |
2,018 | 210,948 | |
2,019 | 286,379 | |
Thereafter | 2,039,159 | |
Total | 3,233,275 | |
Outstanding Balance | 3,233,275 | $ 3,689,796 |
Mortgages Secured by Properties Held for Sale [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 124,300 |
Debt (Other Debt) (Narrative) (
Debt (Other Debt) (Narrative) (Details) - Other Debt [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 35,137 | $ 45,325 |
Unamortized net premium | $ 312 | $ 501 |
Interest rate | 5.81% | |
Scheduled principal repayments, 2015 | $ 1,600 | |
Scheduled principal repayments, 2016 | 12,500 | |
Scheduled principal repayments, 2017 | 7,700 | |
Scheduled principal repayments, 2018 | $ 13,300 |
Debt (Summary of Outstanding an
Debt (Summary of Outstanding and Carrying Value of Collateral by Asset Type) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 8,966,996 | $ 10,513,781 |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 35,137 | |
Collateral Carrying Value | 68,303 | |
Other Debt [Member] | Loans held for investment [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 9,708 | |
Collateral Carrying Value | 20,428 | |
Other Debt [Member] | Intercompany mortgage loans [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 2,715 | |
Collateral Carrying Value | 8,013 | |
Other Debt [Member] | CMBS [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 22,714 | |
Collateral Carrying Value | $ 39,862 |
Debt (Corporate Bonds) (Narrati
Debt (Corporate Bonds) (Narrative) (Details) - Corporate Bonds [Member] $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)loan | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Aggregate senior unsecured notes outstanding | $ 2,550,000 | $ 2,550,000 |
VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate senior unsecured notes outstanding | $ 2,550,000 | |
Number of senior notes | loan | 3 | |
VEREIT Operating Partnership, L.P. [Member] | 2019 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate senior unsecured notes outstanding | $ 750,000 | |
Redemption price, percentage of principal | 100.00% | |
VEREIT Operating Partnership, L.P. [Member] | 2024 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate senior unsecured notes outstanding | $ 500,000 | |
Redemption price, percentage of principal | 100.00% |
Debt (Corporate Bonds) (Details
Debt (Corporate Bonds) (Details) - Corporate Bonds [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,550,000 | $ 2,550,000 |
VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,550,000 | |
Interest Rate | 2.80% | |
2017 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 1,300,000 | |
Interest Rate | 2.00% | |
2019 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 750,000 | |
Interest Rate | 3.00% | |
2024 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 500,000 | |
Interest Rate | 4.60% |
Debt (Convertible Debt) (Narrat
Debt (Convertible Debt) (Narrative) (Details) - Convertible Debt [Member] $ in Thousands | Sep. 30, 2015USD ($)loan | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 1,000,000 | $ 1,000,000 |
VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Number of convertible notes | loan | 2 | |
Outstanding Balance | $ 1,000,000 |
Debt (Convertible Debt) (Detail
Debt (Convertible Debt) (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 3.65% | |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 1,000,000,000 | $ 1,000,000,000 |
Amount of General Partner OP Units per principal amount | 1,000 | |
VEREIT Operating Partnership, L.P. [Member] | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 1,000,000,000 | |
Weighted-average interest rate | 3.30% | |
VEREIT Operating Partnership, L.P. [Member] | Convertible Debt [Member] | 2018 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 597,500,000 | |
Interest Rate | 3.00% | |
Conversion Rate | 60.5997 | |
VEREIT Operating Partnership, L.P. [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 402,500,000 | |
Interest Rate | 3.75% | |
Conversion Rate | 66.7249 |
Debt (Credit Facility) (Narrati
Debt (Credit Facility) (Narrative) (Details) - USD ($) | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 2,110,000,000 | $ 3,184,000,000 | |
VEREIT Operating Partnership, L.P. [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | 2,110,000,000 | $ 3,184,000,000 | |
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 3,600,000,000 | 3,300,000,000 | |
Maximum aggregate amount outstanding at any one time | 50,000,000 | 25,000,000 | |
Outstanding balance | $ 2,100,000,000 | ||
Length of extension option | 1 year | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Line of Credit Facility [Line Items] | |||
Remaining borrowing capacity | $ 1,200,000,000 | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.15% | ||
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.25% | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 2,450,000,000 | ||
Current borrowing capacity | $ 2,300,000,000 | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.80% | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.00% | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.80% | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Credit Facility [Member] | Multicurrency Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Elimination of debt | $ 150,000,000 | ||
Credit Facility [Member] | Unencumbered Asset [Member] | |||
Line of Credit Facility [Line Items] | |||
Unencumbered Asset Value | $ 10,500,000,000 | $ 8,000,000,000 | |
Credit Facility [Member] | Unencumbered Asset [Member] | Tranche One [Member] | |||
Line of Credit Facility [Line Items] | |||
Unencumbered Asset Value ratio | 30.00% | ||
Credit Facility [Member] | Unencumbered Asset [Member] | Tranche Two [Member] | |||
Line of Credit Facility [Line Items] | |||
Unencumbered Asset Value ratio | 40.00% | ||
Credit Facility [Member] | Unencumbered Asset [Member] | Tranche Three [Member] | |||
Line of Credit Facility [Line Items] | |||
Unencumbered Asset Value ratio | 35.00% | ||
Credit Facility [Member] | Unencumbered Asset [Member] | Tranche Four [Member] | |||
Line of Credit Facility [Line Items] | |||
Unencumbered Asset Value ratio | 30.00% | ||
Credit Facility [Member] | Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Current borrowing capacity | $ 1,000,000,000 | ||
Credit Facility [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.15% | ||
Credit Facility [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.05% | ||
Credit Facility [Member] | Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.15% | ||
Credit Facility [Member] | Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.05% | ||
Credit Facility [Member] | Floating Interest Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 1,100,000,000 | ||
Variable interest rate | 2.19% | ||
Credit Facility [Member] | Fixed Interest Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 1,000,000,000 | ||
Line of credit, amount bearing fixed interest rate, percentage | 3.28% |
Derivatives and Hedging Activ88
Derivatives and Hedging Activities (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2014 | Jan. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Treasury Lock [Member] | Cash Flow Hedging [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, notional amount | $ 250,000,000 | |||||
Term of derivative contract | 10 years | |||||
Loss from settlement of derivative | $ 3,900,000 | |||||
Treasury Lock [Member] | Interest Expense [Member] | Cash Flow Hedging [Member] | ||||||
Derivative [Line Items] | ||||||
Interest expense | $ 100,000 | $ 400,000 | ||||
Interest Rate Swap [Member] | ||||||
Derivative [Line Items] | ||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | (1,400,000) | $ (17,500,000) | (2,100,000) | $ (10,400,000) | ||
Fair value interest rate derivatives | 17,200,000 | 17,200,000 | ||||
Aggregate termination value had provisions been breached | 17,200,000 | 17,200,000 | ||||
Interest Rate Swap [Member] | Interest Expense [Member] | Cash Flow Hedging [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative gain (loss) to be reclassified during next 12 months | $ 8,600,000 | $ 8,600,000 |
Derivatives and Hedging Activ89
Derivatives and Hedging Activities (Schedule of Interest Rate Derivatives) (Details) - Interest Rate Swap [Member] | Sep. 30, 2015USD ($)derivative |
Not Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Number of Instruments | 1 |
Notional Amount | $ | $ 51,400,000 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Number of Instruments | 17 |
Notional Amount | $ | $ 1,248,443,000 |
Derivatives and Hedging Activ90
Derivatives and Hedging Activities (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Interest rate swap assets | $ 0 | $ 5,509 |
Interest rate swap liabilities | (15,350) | (7,384) |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Deferred Costs and Other Assets, Net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap assets | 0 | 568 |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Deferred Rent, Derivative and Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap liabilities | (474) | 0 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Deferred Costs and Other Assets, Net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap assets | 0 | 4,941 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Deferred Rent, Derivative and Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate swap liabilities | $ (14,876) | $ (7,384) |
Derivatives and Hedging Activ91
Derivatives and Hedging Activities (Tabular Disclosure Offsetting Derivatives) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 0 | $ 5,509 |
Gross Amounts of Recognized Liabilities | (15,350) | (7,384) |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheets | 0 | 5,509 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | (15,350) | (7,384) |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ (15,350) | $ (1,875) |
Supplemental Cash Flow Disclo92
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Disclosures: | ||
Cash paid for interest | $ 280,659 | $ 248,698 |
Cash paid for income taxes | 10,205 | 7,761 |
Non-cash investing and financing activities: | ||
Common stock issued in merger with Cole | 0 | 7,285,868 |
Accrued capital expenditures and real estate developments | 4,363 | 12,634 |
Accrued deferred financing costs | 164 | 0 |
Accrued distributions | 130,648 | 9,927 |
Mortgage note payable relieved by foreclosure | 53,798 | 0 |
Mortgage notes payable assumed in real estate disposition | $ 300,720 | $ 22,701 |
Accounts Payable and Accrued 93
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 39,119 | $ 56,558 |
Accrued real estate taxes | 60,133 | 37,633 |
Accounts payable | 7,049 | 10,027 |
Accrued other | 57,903 | 58,807 |
Accounts payable and accrued expenses | $ 164,204 | $ 163,025 |
Commitments and Contingencies94
Commitments and Contingencies (Litigation) (Narrative) (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||
Jan. 31, 2015USD ($)lawsuit | Dec. 31, 2013USD ($) | Oct. 31, 2013 | Jan. 31, 2015lawsuit | Feb. 28, 2015lawsuit | Nov. 30, 2013lawsuit | Apr. 30, 2013lawsuit | Mar. 31, 2013lawsuit | |
SDNY Derivative Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of shareholder derivative actions | 6 | |||||||
Circuit Court Baltimore Derivative Actions [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of shareholder derivative actions | 2 | |||||||
Securities Fraud Action [Member] | Claims Under The Securities Exchange Act of 1934 [Member] | Stayed Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of claims | 2 | 2 | ||||||
John Poling Putative Class Action [Member] | Series B Cumulative Preferred [Member] | CapLease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Preferred stock, dividend rate | 8.375% | |||||||
John Poling Putative Class Action [Member] | Series C Cumulative Preferred Stock [Member] | CapLease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Preferred stock, dividend rate | 7.25% | |||||||
Class Action [Member] | Claims Under The Securities Act of 1933 [Member] | Stayed Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of claims | 1 | 1 | ||||||
Class Action Versus American Realty Capital Properties, Cole and Cole Board of Directors [Member] | Breach of Fiduciary Duty [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of claims | 8 | |||||||
Amended Stipulation and Release and Agreement of Compromise and Settlement [Member] | Breach of Fiduciary Duty [Member] | Settled Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of claims | 1 | 1 | ||||||
Settlement amount | $ | $ 14,000,000 | |||||||
Portion of settlement to be used for attorney fees | 50.00% | |||||||
Putative Class Action [Member] | Pending Litigation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Stipulation of settlement, maximum attorney fees | $ | $ 625,000 |
Commitments and Contingencies95
Commitments and Contingencies (Future Obligations) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Ground Leases [Member] | |
Operating Leased Assets [Line Items] | |
October 1, 2015 - December 31, 2015 | $ 4,845 |
2,016 | 18,518 |
2,017 | 17,947 |
2,018 | 15,785 |
2,019 | 15,383 |
Thereafter | 251,217 |
Total | 323,695 |
Office Leases [Member] | |
Operating Leased Assets [Line Items] | |
October 1, 2015 - December 31, 2015 | 1,292 |
2,016 | 5,010 |
2,017 | 4,585 |
2,018 | 4,703 |
2,019 | 4,769 |
Thereafter | 18,558 |
Total | $ 38,917 |
Commitments and Contingencies96
Commitments and Contingencies (Purchase Commitments) (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)agreementpropertyreal_estate_investment_trust | Dec. 31, 2014USD ($) | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Escrow deposits | $ 5,835 | $ 34,339 |
Purchase Commitment [Member] | Private Capital Management Segment [Member] | ||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Number of Managed REITs to be assigned | real_estate_investment_trust | 1 | |
Number of purchase and sale agreements | agreement | 26 | |
Percentage of voting interests acquired | 100.00% | |
Number of properties acquired | property | 33 | |
Aggregate purchase price | $ 417,000 | |
Escrow deposits | $ 5,900 |
Equity (Common Stock and Genera
Equity (Common Stock and General Partner Common OP Units) (Narrative) (Details) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 904,960,234 | 905,530,431 |
Common stock, shares outstanding (shares) | 904,960,234 | 905,530,431 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 904,960,234 | 905,530,431 |
General partners', units outstanding (shares) | 904,960,234 | 905,530,431 |
General Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 904,960,234 |
Equity (Preferred Stock and Pre
Equity (Preferred Stock and Preferred OP Units) (Narrative) (Details) - $ / shares | Jul. 20, 2015 | Jan. 03, 2014 | Jan. 03, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||
Convertible preferred stock, shares outstanding (shares) | 42,834,138 | 42,834,138 | |||
Preferred stock, shares issued (shares) | 42,834,138 | 42,834,138 | |||
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | |||||
Class of Stock [Line Items] | |||||
General partners', units issued (shares) | 42,834,138 | 42,834,138 | |||
Series F preferred units (shares) | 86,874 | 86,874 | |||
General partners', units outstanding (shares) | 42,834,138 | 42,834,138 | |||
Limited partners', units outstanding (shares) | 86,874 | 86,874 | |||
Preferred OP Units [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate | 6.70% | 6.70% | |||
Preferred stock, liquidation preference per share (in dollars per share) | $ 25 | ||||
Dividend rate (in dollars per share) | 1.675 | ||||
Preferred OP Units [Member] | VEREIT Operating Partnership, L.P. [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate | 6.70% | ||||
Preferred stock, liquidation preference per share (in dollars per share) | 25 | ||||
Dividend rate (in dollars per share) | $ 1.675 | ||||
ARCT IV [Member] | Preferred OP Units [Member] | VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | |||||
Class of Stock [Line Items] | |||||
General partners', units issued (shares) | 42,200,000 | 42,200,000 | |||
ARCT IV OP Merger [Member] | ARCT IV [Member] | |||||
Class of Stock [Line Items] | |||||
Equity interest issued or issuable (shares) | 42,200,000 | ||||
ARCT IV OP Merger [Member] | ARCT IV [Member] | Preferred OP Units [Member] | VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | |||||
Class of Stock [Line Items] | |||||
Series F preferred units (shares) | 700,000 | 700,000 |
Equity (Limited Partner OP Unit
Equity (Limited Partner OP Units) (Narrative) (Details) - Common Stock [Member] - VEREIT Operating Partnership, L.P. [Member] - USD ($) $ / shares in Units, $ in Millions | Mar. 11, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Limited partners', units outstanding (shares) | 23,763,797 | 23,763,797 | |
Limited Partner [Member] | |||
Class of Stock [Line Items] | |||
Limited partners', units outstanding (shares) | 23,763,797 | 23,763,797 | |
Number of units requested for redemption (shares) | 13,100,000 | ||
Amount of redemption request | $ 126.7 | ||
Redemption price (in dollars per share) | $ 9.65 |
Equity (Public Offerings) (Narr
Equity (Public Offerings) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | May. 28, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Stock [Line Items] | ||||
Proceeds from issuances of OP units, net of offering costs | $ 0 | $ 1,593,345 | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued (shares) | [1] | 662,305,318 | ||
Public Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from issuances of OP units, net of offering costs | $ 1,600,000 | |||
Public Offering [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued (shares) | 138,000,000 | |||
Share price (in dollars per share) | $ 12 | |||
VEREIT Operating Partnership, L.P. [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from issuances of OP units, net of offering costs | $ 0 | $ 1,593,345 | ||
General Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance of Common OP units, net (shares) | 138,000,000 | |||
[1] | Includes $2.2 million issued to affiliates of the Former Manager (as defined in Note 15 – Equity) for the nine months ended September 30, 2014. |
Equity (Common Stock Dividends)
Equity (Common Stock Dividends) (Narrative) (Details) - $ / shares | Aug. 05, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Equity [Abstract] | |||||
Approved dividend rate (in dollars per share) | $ 0.1375 | $ 0.14 | $ 0.25 | $ 0.14 | $ 0.79 |
Annualized dividend rate (in dollars per share) | $ 0.55 |
Equity (Common Stock Repurchase
Equity (Common Stock Repurchases) (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Equity [Abstract] | |
Common stock repurchases (shares) | 183,492 |
Equity-based Compensation (Equi
Equity-based Compensation (Equity Plan) (Narrative) (Details) - Equity Plan [Member] $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum authorized amount as a percentage of shares authorized | 10.00% | |
Shares available for future issuance (shares) | 86,400,000 | 86,400,000 |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cumulative Restricted share awards (shares) | 4,200,000 | 4,200,000 |
Cumulative Restricted share awards forfeited (shares) | 3,500,000 | 3,500,000 |
Cumulative Restricted Stock Units (shares) | 2,100,000 | 2,100,000 |
Cumulative Restricted Stock Units forfeited (shares) | 200,000 | 200,000 |
Cumulative Deferred Stock Units (shares) | 100,000 | 100,000 |
Shares issued in period | 6,400,000 | |
General Partner [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awarded (shares) | 5,634 | |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | $ 0.1 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awarded (shares) | 4,010 | |
Restricted Stock [Member] | General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | $ 0.6 | $ 2.7 |
Time-Based Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awarded (shares) | 642,808 | |
Requisite service period | 3 years | |
Time-Based Restricted Stock Units [Member] | General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | $ 0.5 | $ 1.1 |
Deferred Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awarded (shares) | 90,076 | |
Deferred Stock Units [Member] | General Partner [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Right to receive common stock, number of shares (shares) | 1 | 1 |
Deferred Stock Units [Member] | General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | $ 0.1 | $ 0.8 |
Market-Based Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awarded (shares) | 922,686 | |
Closing price threshold for vesting (in dollars per share) | $ / shares | $ 10 | |
Number of consecutive days closing price must exceed $10 | 20 days | |
Market-Based Restricted Stock Units [Member] | General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | 2.2 | $ 4.3 |
Long Term Incentive Target Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares awarded (shares) | 759,241 | |
Long Term Incentive Target Awards [Member] | General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | $ 0.6 | $ 1.3 |
Equity-based Compensation (Rest
Equity-based Compensation (Restricted Stock) (Details) - Equity Plan [Member] - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested shares, December 31, 2014 | shares | 2,684,062 |
Granted (shares) | shares | 4,010 |
Vested (shares) | shares | (749,184) |
Forfeited (shares) | shares | (424,654) |
Unvested shares, September 30, 2015 | shares | 1,514,234 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested shares, December 31, 2014, Weighted-Average Grant Date Fair Value | $ 13.84 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | 9.76 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 13.95 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | 13.64 |
Unvested shares, September 30, 2015, Weighted-Average Grant Date Fair Value | $ 13.84 |
Equity-based Compensation (Time
Equity-based Compensation (Time-Based Restricted Stock Units and Deferred Stock Units) (Details) - Equity Plan [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Time-Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested shares, December 31, 2014 | shares | 0 |
Granted (shares) | shares | 642,808 |
Vested (shares) | shares | (379) |
Forfeited (shares) | shares | (30,344) |
Unvested shares, September 30, 2015 | shares | 612,085 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested shares, December 31, 2014, Weighted-Average Grant Date Fair Value | $ 0 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | 9.68 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 9.76 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | 9.76 |
Unvested shares, September 30, 2015, Weighted-Average Grant Date Fair Value | $ 9.68 |
Deferred Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested shares, December 31, 2014 | shares | 0 |
Granted (shares) | shares | 90,076 |
Vested (shares) | shares | (90,076) |
Forfeited (shares) | shares | 0 |
Unvested shares, September 30, 2015 | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested shares, December 31, 2014, Weighted-Average Grant Date Fair Value | $ 0 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | 8.75 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 8.75 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | 0 |
Unvested shares, September 30, 2015, Weighted-Average Grant Date Fair Value | $ 0 |
Equity-based Compensation (Mark
Equity-based Compensation (Market-Based Restricted Stock Units and LTI Target Awards) (Details) - Equity Plan [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Market-Based Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested shares, December 31, 2014 | shares | 0 |
Granted (shares) | shares | 922,686 |
Vested (shares) | shares | 0 |
Forfeited (shares) | shares | (95,592) |
Unvested shares, September 30, 2015 | shares | 827,094 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested shares, December 31, 2014, Weighted-Average Grant Date Fair Value | $ 0 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | 8.57 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 0 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | 8.58 |
Unvested shares, September 30, 2015, Weighted-Average Grant Date Fair Value | $ 8.57 |
LTI Target Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested shares, December 31, 2014 | shares | 0 |
Granted (shares) | shares | 759,241 |
Vested (shares) | shares | (828) |
Forfeited (shares) | shares | (60,614) |
Unvested shares, September 30, 2015 | shares | 697,799 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested shares, December 31, 2014, Weighted-Average Grant Date Fair Value | $ 0 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | 11.65 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 11.77 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | 11.77 |
Unvested shares, September 30, 2015, Weighted-Average Grant Date Fair Value | $ 11.64 |
Equity-based Compensation (Mult
Equity-based Compensation (Multi-Year Outperformance Plans) (Narrative) (Details) - USD ($) | Jan. 08, 2014 | Oct. 03, 2013 | Dec. 11, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 23, 2015 |
Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | $ 0 | $ 2,700,000 | $ 0 | $ 8,000,000 | ||||
New Multi-Year Outperformance Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares | 0 | |||||||
New Multi-Year Outperformance Plan [Member] | Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance based award percentage, as percentage of the company's market capitalization | 5.00% | |||||||
Maximum award opportunity | $ 120,000,000 | |||||||
Maximum award opportunity, original amount | $ 218,100,000 | |||||||
Former Manager [Member] | Multi-year Outperformance Plans [Member] | Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 3 years | |||||||
Number of shares vested | 8,200,000 |
Related Party Transactions a108
Related Party Transactions and Arrangements (Related Party Fees and Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Affiliates of Former Manager [Member] | Tenant Improvement And Furniture Costs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 4,700 | $ 8,500 | $ 8,500 | ||
Affiliates of Former Manager [Member] | Indirect Affiliate Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 0 | 5,595 | $ 0 | 10,090 | |
Affiliated Entity [Member] | Offering Related Costs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 2,150 | |
Affiliated Entity [Member] | Acquisition Related Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 1,652 | |
Affiliated Entity [Member] | Merger And Other Non-Routine Transactions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 137,778 | |
Affiliated Entity [Member] | Management Fees To Affiliates [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 13,888 | |
Affiliated Entity [Member] | General and Administrative Expense [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 60 | 0 | 16,089 | |
Affiliated Entity [Member] | Indirect Affiliate Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 5,595 | 0 | 10,090 | |
Affiliated Entity [Member] | Total Expenses and Capitalized Costs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 0 | $ 5,655 | $ 0 | $ 181,647 |
Related Party Transactions a109
Related Party Transactions and Arrangements (Offering Related Costs) (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Affiliates of Former Manager [Member] | Commissions And Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 0 | $ 2,200,000 |
Related Party Transactions a110
Related Party Transactions and Arrangements (Acquisition Related Expenses) (Narrative) (Details) - Affiliates of Former Manager [Member] - Strategic and Financial Advisory Services Fee [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Fortress Portfolio [Member] | ||
Related Party Transaction [Line Items] | ||
Payments of related party expenses | $ 0 | $ 1,000,000 |
Percentage of contract purchase price | 0.25% | |
Inland Portfolio [Member] | ||
Related Party Transaction [Line Items] | ||
Payments of related party expenses | $ 0 | $ 600,000 |
Percentage of contract purchase price | 0.25% |
Related Party Transactions a111
Related Party Transactions and Arrangements (Merger and Other Non-routine Transactions) (Details) - Affiliated Entity [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Merger And Acquisition Related Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 0 | $ 137,778,000 |
Merger Related Costs, Strategic Advisory Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 27,265,000 | |
Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 72,000 | |
Subordinated Distribution Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 78,244,000 | |
Furniture, Fixtures And Equipment [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 15,800,000 | |
Other Fees And Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 2,900,000 | |
Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 2,145,000 | |
Post Transaction Support Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 11,352,000 | |
ARCT IV Merger [Member] | Merger And Acquisition Related Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 94,213,000 | |
ARCT IV Merger [Member] | Merger Related Costs, Strategic Advisory Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 8,400,000 | |
ARCT IV Merger [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
ARCT IV Merger [Member] | Subordinated Distribution Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 78,244,000 | |
ARCT IV Merger [Member] | Furniture, Fixtures And Equipment [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 5,800,000 | |
ARCT IV Merger [Member] | Other Fees And Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
ARCT IV Merger [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 417,000 | |
ARCT IV Merger [Member] | Post Transaction Support Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 1,352,000 | |
Internalization and Other [Member] | Merger And Acquisition Related Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 20,000,000 | |
Internalization and Other [Member] | Merger Related Costs, Strategic Advisory Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Internalization and Other [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Internalization and Other [Member] | Subordinated Distribution Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Internalization and Other [Member] | Furniture, Fixtures And Equipment [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 10,000,000 | |
Internalization and Other [Member] | Other Fees And Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Internalization and Other [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Internalization and Other [Member] | Post Transaction Support Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 10,000,000 | |
Cole Merger [Member] | Merger And Acquisition Related Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 21,815,000 | |
Cole Merger [Member] | Merger Related Costs, Strategic Advisory Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 17,115,000 | |
Cole Merger [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 72,000 | |
Cole Merger [Member] | Subordinated Distribution Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Cole Merger [Member] | Furniture, Fixtures And Equipment [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Cole Merger [Member] | Other Fees And Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 2,900,000 | |
Cole Merger [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 1,728,000 | |
Cole Merger [Member] | Post Transaction Support Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Multiple-tenant Spin-Off [Member] | Merger And Acquisition Related Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 1,750,000 | |
Multiple-tenant Spin-Off [Member] | Merger Related Costs, Strategic Advisory Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 1,750,000 | |
Multiple-tenant Spin-Off [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Multiple-tenant Spin-Off [Member] | Subordinated Distribution Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Multiple-tenant Spin-Off [Member] | Furniture, Fixtures And Equipment [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Multiple-tenant Spin-Off [Member] | Other Fees And Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Multiple-tenant Spin-Off [Member] | Personnel Costs And Other Reimbursements [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 0 | |
Multiple-tenant Spin-Off [Member] | Post Transaction Support Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 0 |
Related Party Transactions a112
Related Party Transactions and Arrangements (Merger Related Costs) (Narrative) (Details) - USD ($) $ in Thousands | Jan. 08, 2014 | Dec. 09, 2013 | Sep. 30, 2014 |
Affiliated Entity [Member] | Merger Related Costs, Strategic Advisory Services [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expenses | $ 27,265 | ||
ARCT IV [Member] | Affiliated Entity [Member] | Merger Related Costs, Strategic Advisory Services [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expenses | $ 8,400 | ||
Cole Merger [Member] | Affiliates of Former Manager [Member] | Strategic and Financial Advisory Services Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of contract purchase price | 0.25% | ||
Related party expenses | $ 14,200 | ||
Cole Merger [Member] | Affiliated Entity [Member] | Transaction Management Support [Member] | |||
Related Party Transaction [Line Items] | |||
Payments of related party expenses | $ 2,900 | ||
Related party expenses | $ 2,900 | ||
Cole Merger [Member] | Affiliated Entity [Member] | Merger Related Costs, Strategic Advisory Services [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 17,115 | ||
Multiple-tenant Spin-off [Member] | Affiliated Entity [Member] | Merger Related Costs, Strategic Advisory Services [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 1,750 | ||
RCS Advisory [Member] | ARCT IV [Member] | Strategic and Financial Advisory Services Fee [Member] | |||
Related Party Transaction [Line Items] | |||
Payments of related party expenses | $ 8,400 |
Related Party Transactions a113
Related Party Transactions and Arrangements (Other Non-routine Transactions) (Narrative) (Details) $ in Thousands, shares in Millions | Jan. 08, 2014USD ($) | Jan. 03, 2014USD ($)shares | Sep. 30, 2015agreement | Sep. 30, 2014USD ($) |
Affiliated Entity [Member] | Furniture, Fixtures And Equipment [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of agreements | agreement | 3 | |||
Related party expenses | $ 15,800 | |||
Affiliated Entity [Member] | Other Non-Routine Transactions, Other Fees and Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 2,900 | |||
Affiliated Entity [Member] | Other Non-Routine Costs, Personnel Costs And Other Reimbursements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 2,145 | |||
Affiliated Entity [Member] | Other Non-Routine Transactions, Post-Transaction Support Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 11,352 | |||
Former Manager [Member] | Other Non-Routine Transactions, Post-Transaction Support Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Support services term | 60 days | |||
Former Manager [Member] | Transition Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments of related party expenses | $ 10,000 | |||
ARCT IV OP Merger [Member] | Affiliates of Former Manager [Member] | Contribution and Exchange Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cumulative capital investment return | $ 358,300 | |||
ARCT IV OP Merger [Member] | Member Units [Member] | Contribution and Exchange Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cumulative capital investment return, threshold percentage | 6.00% | |||
ARCT IV OP Merger [Member] | Member Units [Member] | Affiliated Entity [Member] | Subordinated Distribution Fee [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued, shares, conversion of units | shares | 6.7 | |||
Cole Real Estate Investments, Inc. [Member] | Affiliated Entity [Member] | Other Non-Routine Transactions, Other Fees and Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 2,900 | |||
Cole Real Estate Investments, Inc. [Member] | Affiliated Entity [Member] | Other Non-Routine Costs, Personnel Costs And Other Reimbursements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 1,728 | |||
Cole Real Estate Investments, Inc. [Member] | Affiliated Entity [Member] | Other Non-Routine Transactions, Post-Transaction Support Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 0 | |||
ARCT IV [Member] | Affiliated Entity [Member] | Other Non-Routine Transactions, Other Fees and Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 0 | |||
ARCT IV [Member] | Affiliated Entity [Member] | Other Non-Routine Costs, Personnel Costs And Other Reimbursements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 417 | |||
ARCT IV [Member] | Affiliated Entity [Member] | Other Non-Routine Transactions, Post-Transaction Support Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 1,352 | |||
ARCT IV [Member] | Member Units [Member] | Affiliated Entity [Member] | Subordinated Distribution Fee [Member] | ||||
Related Party Transaction [Line Items] | ||||
Subordinated distribution proceeds received | $ 78,200 | |||
Stock issued, shares, conversion of units | shares | 2.8 | |||
VEREIT Operating Partnership, L.P. [Member] | ARCT IV OP Merger [Member] | Affiliated Entity [Member] | Subordinated Distribution Fee [Member] | ||||
Related Party Transaction [Line Items] | ||||
Minimum equity holding period | 2 years |
Related Party Transactions a114
Related Party Transactions and Arrangements (Asset Management Fees) (Narrative) (Details) - Asset Management Fee [Member] - Advisor [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014USD ($) | Sep. 30, 2015criteriashares | Sep. 30, 2014USD ($)shares | Dec. 31, 2013shares | |
ARCT IV [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cumulative, pre-tax, non-compounded return | 6.00% | |||
Number of criteria for vesting | criteria | 1 | |||
Percent used to calculate asset management fees | 0.1875% | |||
Calculation of asset management fees, denominator (shares) | 1 | |||
ARCT IV [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ | $ 0 | $ 13,900,000 | ||
ARCT IV [Member] | Member Units [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock issued in lieu of cash for management fees, shares | 498,857 | |||
Exchange ratio to convert Class B Units into OP Units | 2.3961 | |||
ARCT IV [Member] | Member Units [Member] | ARCT IV [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Stock Approved For Issuance | 492,483 |
Related Party Transactions a115
Related Party Transactions and Arrangements (General and Administrative Expenses) (Details) - Affiliates of Former Manager [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 0 | $ 60 | $ 0 | $ 16,089 |
Advisory Fees And Reimbursements [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | 0 | 60 | 0 | 2,015 |
Equity Awards [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 0 | $ 0 | $ 0 | $ 14,074 |
Related Party Transactions a116
Related Party Transactions and Arrangements (Advisory fees and reimbursements) (Narrative) (Details) - Affiliates of Former Manager [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 0 | $ 60 | $ 0 | $ 16,089 |
Advisory Fees And Reimbursements [Member] | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 0 | $ 60 | $ 0 | $ 2,015 |
Related Party Transactions a117
Related Party Transactions and Arrangements (Equity Awards) (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)directorshares | |
Affiliates of Former Manager [Member] | ||||
Related Party Transaction [Line Items] | ||||
Selling, general and administrative expenses from transactions with related party | $ 0 | $ 60,000 | $ 0 | $ 16,089,000 |
Affiliates of Former Manager [Member] | Equity Awards [Member] | ||||
Related Party Transaction [Line Items] | ||||
Selling, general and administrative expenses from transactions with related party | $ 0 | 0 | $ 0 | 14,074,000 |
ARCT III [Member] | Former Manager [Member] | Equity Awards, Change in Total Return to Stockholders [Member] | ||||
Related Party Transaction [Line Items] | ||||
Selling, general and administrative expenses from transactions with related party | 0 | 1,600,000 | ||
ARCT III [Member] | Affiliates of Former Manager [Member] | Equity Awards [Member] | ||||
Related Party Transaction [Line Items] | ||||
Grant date fair value | $ 0 | $ 12,500,000 | ||
ARCT III [Member] | Director [Member] | Affiliates of Former Manager [Member] | Equity Awards [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of directors | director | 2 | |||
Restricted Stock [Member] | ARCT III [Member] | Affiliates of Former Manager [Member] | Equity Awards [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares awarded (shares) | shares | 796,075 | |||
Restricted Stock [Member] | ARCT III [Member] | Director [Member] | Affiliates of Former Manager [Member] | Equity Awards [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares awarded (shares) | shares | 87,702 |
Related Party Transactions a118
Related Party Transactions and Arrangements (Indirect Affiliate Expenses) (Details) - Affiliates of Former Manager [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Indirect Affiliate Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 0 | $ 5,595 | $ 0 | $ 10,090 |
Audrain Building [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 0 | 4,769 | 0 | 8,691 |
ANST Office Build-Out [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 0 | 114 | 0 | 449 |
New York (405 Park Ave.) Office [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 0 | 677 | 0 | 864 |
Dresher, PA Office [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 0 | 24 | 0 | 60 |
North Carolina Office [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 0 | $ 11 | $ 0 | $ 26 |
Related Party Transactions a119
Related Party Transactions and Arrangements (Audrain Building) (Narrative) (Details) - USD ($) | Oct. 04, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | $ 27,852,000 | $ 59,873,000 | $ 82,536,000 | $ 151,377,000 | ||
Affiliates of Former Manager [Member] | Audrain Building [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 4,700,000 | 8,500,000 | $ 8,500,000 | |||
Affiliates of Former Manager [Member] | Lease Agreement and Termination [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lease term | 15 years | |||||
Lease amount | $ 400,000 | |||||
Payments of related party expenses | 100,000 | 200,000 | ||||
Revenue from related parties | 0 | 17,000 | ||||
Affiliates of Former Manager [Member] | Indirect Affiliate Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 0 | $ 5,595,000 | $ 0 | $ 10,090,000 | ||
Affiliates of Former Manager [Member] | Member Units [Member] | Indirect Affiliate Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares delivered and retired | 916,423 |
Related Party Transactions a120
Related Party Transactions and Arrangements (ANST Office Build-out) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Affiliated Entity [Member] | ANST Office Build-Out [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | $ 114 | $ 449 |
Related Party Transactions a121
Related Party Transactions and Arrangements (Shared Office Space) (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Affiliates of Former Manager [Member] | Shared Office Space [Member] | ||
Related Party Transaction [Line Items] | ||
Payments of related party expenses | $ 0.7 | $ 1 |
Related Party Transactions a122
Related Party Transactions and Arrangements (Additional Related Party Transactions) (Narrative) (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015USD ($)propertyshares | Sep. 30, 2014USD ($) | ||
ARC Real Estate Partners, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Indirect ownership interests | 100.00% | ||
Number of properties owned | 63 | ||
Number of vacant properties contributed | 2 | ||
ARCT IV OP [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common OP units, net | $ | $ 800 | ||
Issuance of Common OP units, net (shares) | shares | 79,870 | ||
VEREIT Operating Partnership, L.P. [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common OP units, net | $ | [1] | $ 9,075,937 | |
VEREIT Operating Partnership, L.P. [Member] | Member Units [Member] | ARCT IV OP [Member] | |||
Related Party Transaction [Line Items] | |||
Exchange ratio of ARCT's common stock | 2.3961 | ||
[1] | Includes $2.2 million issued to affiliates of the Former Manager (as defined in Note 15 – Equity) for the nine months ended September 30, 2014. |
Related Party Transactions a123
Related Party Transactions and Arrangements (Cole Capital) (Narrative) (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | Sep. 30, 2014 | |
Selling Commission Reimbursement [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related party, percentage | 100.00% | 100.00% | |
Program Development Costs [Member] | Deferred Costs and Other Assets, Net [Member] | |||
Related Party Transaction [Line Items] | |||
Reserves related to program development costs | $ 13.1 | ||
Managed REITs [Member] | Selling Commission Reimbursement [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related party, percentage | 100.00% | ||
Managed REITs [Member] | Program Development Costs [Member] | Deferred Costs and Other Assets, Net [Member] | |||
Related Party Transaction [Line Items] | |||
Organization and offering costs | $ 20.9 | 12.9 | |
Reserves related to program development costs | $ 20.2 | $ 13.1 | |
Managed REITs [Member] | Disposition Fee Revenue [Member] | |||
Related Party Transaction [Line Items] | |||
Number (or more) of properties to earn disposition fees | property | 1 | ||
INAV [Member] | |||
Related Party Transaction [Line Items] | |||
Threshold for return on stockholders' capital | 6.00% |
Related Party Transactions a124
Related Party Transactions and Arrangements (Offering-Related Revenue) (Details) | Sep. 30, 2015 | Sep. 30, 2014 |
Selling Commission Reimbursement [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage | 100.00% | 100.00% |
Wrap Class Shares [Member] | Dealer Manager Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Daily asset based related party fee percent | 0.55% | |
Advisor Class Shares [Member] | Selling Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of offering price per share (up to) | 3.75% | |
Advisor Class Shares [Member] | Distribution Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Daily asset based related party fee percent | 0.50% | |
Advisor Class Shares [Member] | Dealer Manager Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Daily asset based related party fee percent | 0.55% | |
Institutional Class Shares [Member] | Dealer Manager Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Daily asset based related party fee percent | 0.25% | |
CCPT V [Member] | Selling Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 7.00% | |
CCPT V [Member] | Dealer Manager Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 2.00% | |
CCIT II [Member] | Selling Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 7.00% | |
CCIT II [Member] | Dealer Manager Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 2.00% | |
CCPT IV [Member] | Selling Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 7.00% | |
CCPT IV [Member] | Dealer Manager Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 2.00% |
Related Party Transactions a125
Related Party Transactions and Arrangements (Transaction Related Fees) (Details) | Sep. 30, 2015 |
CCPT V [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCPT V [Member] | Acquisition Transactional Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 2.00% |
CCPT V [Member] | Disposition Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 1.00% |
CCPT V [Member] | Liquidation Performance Fee [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 15.00% |
INAV [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCIT II [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 8.00% |
CCIT II [Member] | Acquisition Transactional Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 2.00% |
CCIT II [Member] | Disposition Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 1.00% |
CCIT II [Member] | Liquidation Performance Fee [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 15.00% |
CCPT IV [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 8.00% |
CCPT IV [Member] | Acquisition Transactional Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 2.00% |
CCPT IV [Member] | Disposition Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 1.00% |
CCPT IV [Member] | Liquidation Performance Fee [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 15.00% |
Related Party Transactions a126
Related Party Transactions and Arrangements (Management Service Revenue) (Details) | Sep. 30, 2015 |
CCPT V [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCIT II [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 8.00% |
INAV [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCPT IV [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 8.00% |
Minimum [Member] | CCPT V [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.65% |
Minimum [Member] | CCIT II [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.65% |
Minimum [Member] | INAV [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.90% |
Minimum [Member] | CCPT IV [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.65% |
Maximum [Member] | CCPT V [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.75% |
Maximum [Member] | CCIT II [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.75% |
Maximum [Member] | INAV [Member] | Performance Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 25.00% |
Maximum [Member] | CCPT IV [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.75% |
Related Party Transactions a127
Related Party Transactions and Arrangements (Revenue from Managed REITs) (Details) - USD ($) $ in Thousands | Jan. 29, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 27,852 | $ 59,873 | $ 82,536 | $ 151,377 | |
Revolving Credit Facility [Member] | Line of Credit [Member] | Affiliated Entity [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest income | 306 | 76 | 967 | 101 | |
Offering-related fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 5,850 | 21,535 | 14,483 | 73,957 | |
Securities commissions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 3,328 | 13,369 | 8,345 | 48,993 | |
Dealer manager and distribution fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 1,258 | 4,099 | 3,143 | 14,964 | |
Reimbursement revenue [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 1,264 | 4,067 | 2,995 | 10,000 | |
Transaction service fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 7,400 | 24,423 | 24,696 | 44,406 | |
Acquisition fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 6,233 | 22,897 | 14,913 | 41,868 | |
Disposition fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 764 | 74 | 8,189 | 74 | |
Reimbursement revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 403 | 1,452 | 1,594 | 2,464 | |
Management fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 14,296 | 13,839 | 42,390 | 32,913 | |
Asset and property management fees and leasing fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 416 | 428 | 1,213 | 1,407 | |
Advisory and performance fee revenue [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 10,998 | 11,212 | 32,674 | 26,134 | |
Reimbursement revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 2,882 | $ 2,199 | $ 8,503 | $ 5,372 | |
Selling Commissions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Selling commissions reallowed | 100.00% | 100.00% | 100.00% | 100.00% | |
Disposition Fee Revenue [Member] | CCIT [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 4,400 |
Related Party Transactions a128
Related Party Transactions and Arrangements (Investment in the Managed REITs) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Carrying Amount of Investment | $ 57,247 | $ 57,247 | $ 98,053 | ||
Net income (loss) | 1,611 | $ 247 | |||
Managed REITs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Carrying Amount of Investment | 3,579 | 3,579 | |||
Net income (loss) | $ (27) | $ 400 | $ 63 | $ (1,400) |
Related Party Transactions a129
Related Party Transactions and Arrangements (Schedule of Investment in the Managed REITs) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Carrying Amount of Investment | $ 57,247 | $ 98,053 |
Managed REITs [Member] | ||
Related Party Transaction [Line Items] | ||
Carrying Amount of Investment | $ 3,579 | |
CCPT IV [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 0.01% | |
Carrying Amount of Investment | $ 124 | |
CCPT V [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 1.39% | |
Carrying Amount of Investment | $ 1,692 | |
CCIT II [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 0.85% | |
Carrying Amount of Investment | $ 1,608 | |
INAV [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 0.16% | |
Carrying Amount of Investment | $ 155 |
Related Party Transactions a130
Related Party Transactions and Arrangements (Due To Affiliates) (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 241 | $ 559 |
Managed REITs [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 200 | $ 600 |
Related Party Transactions a131
Related Party Transactions and Arrangements (Due from Affiliates) (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 66,981,000 | $ 86,122,000 | |
Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Increase to available borrowings | 3,300,000,000 | $ 3,600,000,000 | |
Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Increase to available borrowings | $ 2,450,000,000 | ||
Managed REITs [Member] | |||
Related Party Transaction [Line Items] | |||
Due from affiliates | 17,000,000 | ||
CCIT II [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Increase to available borrowings | 60,000,000 | ||
CCPT V [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Increase to available borrowings | 60,000,000 | ||
INAV [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Increase to available borrowings | 20,000,000 | ||
Affiliated Entity [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 50,000,000 | $ 50,000,000 | |
Minimum [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Minimum [Member] | Affiliated Entity [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 2.20% | ||
Maximum [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 1.80% | ||
Maximum [Member] | Affiliated Entity [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 2.45% |
Net Loss Per Share_Unit (Schedu
Net Loss Per Share/Unit (Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to the Company | $ 7,529 | $ (280,398) | $ (128,963) | $ (626,562) |
Less: dividends to preferred shares and participating securities | 18,191 | 37,643 | 54,142 | 84,366 |
Net loss attributable to common stockholders | $ (10,662) | $ (318,041) | $ (183,105) | $ (710,928) |
Weighted average number of common shares outstanding - basic and diluted (shares) | 903,461,323 | 902,096,102 | 903,267,282 | 756,289,984 |
Basic and diluted net loss per share from continuing operations attributable to common stockholders (in dollars per share) | $ (0.01) | $ (0.35) | $ (0.20) | $ (0.94) |
Net Loss Per Share_Unit (Narrat
Net Loss Per Share/Unit (Narrative) (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2015shares | |
Member Units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 23.8 |
Restricted Stock and Restricted Stock Units (RSUs) [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 3.7 |
VEREIT Operating Partnership, L.P. [Member] | Restricted Stock Units (RSUs) [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 3.7 |
Net Loss Per Share_Unit (Sch134
Net Loss Per Share/Unit (Schedule of Earnings Per Share, Basic and Diluted, Operating Partnership) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss from continuing operations attributable to the Operating Partnership | $ 7,529 | $ (280,398) | $ (128,963) | $ (626,562) |
Less: dividends to preferred shares and participating securities | $ 18,191 | $ 37,643 | $ 54,142 | $ 84,366 |
Weighted average number of common units outstanding - basic and diluted | 903,461,323 | 902,096,102 | 903,267,282 | 756,289,984 |
VEREIT Operating Partnership, L.P. [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss from continuing operations attributable to the Operating Partnership | $ 7,737 | $ (288,202) | $ (132,458) | $ (650,720) |
Less: dividends to preferred shares and participating securities | 18,191 | 37,643 | 54,142 | 84,366 |
Net loss attributable to common stockholders/unitholders | $ (10,454) | $ (325,845) | $ (186,600) | $ (735,086) |
Weighted average number of common units outstanding - basic and diluted | 927,225,120 | 926,801,361 | 927,031,079 | 781,112,325 |
Basic and diluted net loss from continuing operations per unit attributable to common unitholders (in dollars per share) | $ (0.01) | $ (0.35) | $ (0.20) | $ (0.94) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Provision (benefit) for income taxes | $ 1,500,000 | $ 3,125,000 | $ 4,824,000 | $ (6,693,000) |
Unrecognized tax benefits | 0 | 0 | 0 | 0 |
Unrecognized tax benefits | 0 | 0 | ||
Cole Capital Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Provision (benefit) for income taxes | (738,000) | 1,131,000 | (2,387,000) | (12,598,000) |
REI Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Provision (benefit) for income taxes | $ 2,238,000 | $ 1,994,000 | $ 7,211,000 | $ 5,905,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | Oct. 05, 2015USD ($) | Nov. 03, 2015USD ($)property |
Subsequent Event [Line Items] | ||
Number of properties disposed of | property | 56 | |
Aggregate gross sales price | $ 436.4 | |
Cash severance | $ 1.4 | |
Red Lobster [Member] | ||
Subsequent Event [Line Items] | ||
Number of properties disposed of | property | 51 | |
Aggregate gross sales price | $ 204.4 | |
AT&T [Member] | ||
Subsequent Event [Line Items] | ||
Number of properties disposed of | property | 1 | |
Aggregate gross sales price | $ 226.2 |