Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
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, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 974,174,176 | |
Entity Current Reporting Status | Yes | |
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, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate investments, at cost: | ||
Land | $ 2,946,105 | $ 3,120,653 |
Buildings, fixtures and improvements | 10,800,316 | 11,445,690 |
Intangible lease assets | 2,073,076 | 2,218,378 |
Total real estate investments, at cost | 15,819,497 | 16,784,721 |
Less: accumulated depreciation and amortization | 2,188,998 | 1,778,597 |
Total real estate investments, net | 13,630,499 | 15,006,124 |
Investment in unconsolidated entities | 24,711 | 56,824 |
Investment in direct financing leases, net | 40,785 | 46,312 |
Investment securities, at fair value | 48,098 | 53,304 |
Mortgage notes receivable, net | 23,014 | 24,238 |
Cash and cash equivalents | 116,618 | 69,103 |
Restricted cash | 61,828 | 59,767 |
Intangible assets, net | 30,849 | 50,779 |
Rent and tenant receivables and other assets, net | 339,529 | 303,637 |
Goodwill | 1,602,610 | 1,656,374 |
Due from affiliates | 20,883 | 60,633 |
Real estate assets held for sale, net | 118,396 | 18,771 |
Total assets | 16,057,820 | 17,405,866 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable and other debt, net | 2,861,210 | 3,111,985 |
Corporate bonds, net | 2,225,157 | 2,536,333 |
Convertible debt, net | 970,691 | 962,894 |
Credit facility, net | 496,008 | 1,448,590 |
Below-market lease liabilities, net | 229,340 | 251,692 |
Accounts payable and accrued expenses | 139,150 | 151,877 |
Deferred rent, derivative and other liabilities | 89,154 | 87,490 |
Distributions payable | 159,415 | 140,816 |
Due to affiliates | 0 | 230 |
Total liabilities | 7,170,125 | 8,691,907 |
Commitments and contingencies | ||
EQUITY | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of each of September 30, 2016 and December 31, 2015 | 428 | 428 |
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 974,183,819 and 904,884,394 issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 9,742 | 9,049 |
Additional paid-in-capital | 12,637,049 | 11,931,768 |
Accumulated other comprehensive loss | (4,687) | (2,025) |
Accumulated deficit | (3,933,092) | (3,415,233) |
Total stockholders’ equity | 8,709,440 | 8,523,987 |
Non-controlling interests | 178,255 | 189,972 |
Total equity | 8,887,695 | 8,713,959 |
Total liabilities and equity | 16,057,820 | 17,405,866 |
VEREIT Operating Partnership, L.P. [Member] | ||
Real estate investments, at cost: | ||
Land | 2,946,105 | 3,120,653 |
Buildings, fixtures and improvements | 10,800,316 | 11,445,690 |
Intangible lease assets | 2,073,076 | 2,218,378 |
Total real estate investments, at cost | 15,819,497 | 16,784,721 |
Less: accumulated depreciation and amortization | 2,188,998 | 1,778,597 |
Total real estate investments, net | 13,630,499 | 15,006,124 |
Investment in unconsolidated entities | 24,711 | 56,824 |
Investment in direct financing leases, net | 40,785 | 46,312 |
Investment securities, at fair value | 48,098 | 53,304 |
Mortgage notes receivable, net | 23,014 | 24,238 |
Cash and cash equivalents | 116,618 | 69,103 |
Restricted cash | 61,828 | 59,767 |
Intangible assets, net | 30,849 | 50,779 |
Rent and tenant receivables and other assets, net | 339,529 | 303,637 |
Goodwill | 1,602,610 | 1,656,374 |
Due from affiliates | 20,883 | 60,633 |
Real estate assets held for sale, net | 118,396 | 18,771 |
Total assets | 16,057,820 | 17,405,866 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable and other debt, net | 2,861,210 | 3,111,985 |
Corporate bonds, net | 2,225,157 | 2,536,333 |
Convertible debt, net | 970,691 | 962,894 |
Credit facility, net | 496,008 | 1,448,590 |
Below-market lease liabilities, net | 229,340 | 251,692 |
Accounts payable and accrued expenses | 139,150 | 151,877 |
Deferred rent, derivative and other liabilities | 89,154 | 87,490 |
Distributions payable | 159,415 | 140,816 |
Due to affiliates | 0 | 230 |
Total liabilities | 7,170,125 | 8,691,907 |
Commitments and contingencies | ||
EQUITY | ||
Total partners’ equity | 8,885,272 | 8,712,102 |
Non-controlling interests | 2,423 | 1,857 |
Total equity | 8,887,695 | 8,713,959 |
Total liabilities and equity | 16,057,820 | 17,405,866 |
VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | ||
EQUITY | ||
General Partners' capital account | 871,758 | 925,569 |
Limited Partners' capital account | 3,207 | 3,315 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
EQUITY | ||
General Partners' capital account | 7,837,682 | 7,598,418 |
Limited Partners' capital account | $ 172,625 | $ 184,800 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (shares) | 42,834,138 | 42,834,138 |
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) | 974,183,819 | 904,884,394 |
Common stock, shares outstanding (shares) | 974,183,819 | 904,884,394 |
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) | 974,183,819 | 904,884,394 |
General partners', units outstanding (shares) | 974,183,819 | 904,884,394 |
Limited partners', units issued (shares) | 23,748,347 | 23,763,797 |
Limited partners', units outstanding (shares) | 23,748,347 | 23,763,797 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Revenues: | |||||
Rental income | $ 303,383 | $ 333,766 | $ 928,706 | $ 1,017,708 | |
Direct financing lease income | 494 | 659 | 1,598 | 2,097 | |
Operating expense reimbursements | 27,969 | 22,983 | 77,862 | 71,269 | |
Cole Capital revenue | 31,069 | 27,546 | 94,788 | 81,569 | |
Total revenues | 362,915 | 384,954 | 1,102,954 | 1,172,643 | |
Operating expenses: | |||||
Cole Capital reallowed fees and commissions | 5,897 | 3,896 | 20,940 | 9,637 | |
Acquisition related | 90 | 1,764 | 373 | 5,509 | |
Litigation and other non-routine costs, net of insurance recoveries | 4,630 | 8,032 | 2,372 | 41,319 | |
Property operating | 34,820 | 31,950 | 107,832 | 95,547 | |
General and administrative | 29,761 | 32,842 | 92,255 | 99,906 | |
Depreciation and amortization | 195,173 | 208,542 | 596,826 | 645,196 | |
Impairments | 6,872 | 0 | 176,214 | 85,341 | |
Total operating expenses | 277,243 | 287,026 | 996,812 | 982,455 | |
Operating income | 85,672 | 97,928 | 106,142 | 190,188 | |
Other (expense) income: | |||||
Interest expense | (79,869) | (89,530) | (242,763) | (275,801) | |
(Loss) gain on extinguishment and forgiveness of debt, net | (2,003) | 0 | (1,751) | 5,302 | |
Other income, net | 1,744 | 2,368 | 4,022 | 10,255 | |
Equity in income and gain on disposition of unconsolidated entities | 212 | 6,837 | 10,686 | 8,340 | |
Loss on derivative instruments, net | (2,023) | (1,420) | (3,286) | (2,137) | |
Total other expenses, net | (81,939) | (81,745) | (233,092) | (254,041) | |
Income (loss) before taxes and real estate dispositions | 3,733 | 16,183 | (126,950) | (63,853) | |
Gain (loss) on disposition of real estate, net | 28,111 | (6,542) | 45,723 | (62,584) | |
Income (loss) before taxes | 31,844 | 9,641 | (81,227) | (126,437) | |
Provision for income taxes | (1,598) | (1,500) | (1,374) | (4,824) | |
Net income (loss) | 30,246 | 8,141 | (82,601) | (131,261) | |
Net (income) loss attributable to non-controlling interests | [1] | (751) | (612) | 2,156 | 2,298 |
Net income (loss) attributable to the General Partner / OP | $ 29,495 | $ 7,529 | $ (80,445) | $ (128,963) | |
Basic and diluted net income (loss) per share attributable to common stockholders and limited partners (in dollars per share) | $ 0.01 | $ (0.01) | $ (0.15) | $ (0.20) | |
Distributions declared per common share / unit (in dollars per share) | $ 0.14 | $ 0.14 | $ 0.41 | $ 0.14 | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Revenues: | |||||
Rental income | $ 303,383 | $ 333,766 | $ 928,706 | $ 1,017,708 | |
Direct financing lease income | 494 | 659 | 1,598 | 2,097 | |
Operating expense reimbursements | 27,969 | 22,983 | 77,862 | 71,269 | |
Cole Capital revenue | 31,069 | 27,546 | 94,788 | 81,569 | |
Total revenues | 362,915 | 384,954 | 1,102,954 | 1,172,643 | |
Operating expenses: | |||||
Cole Capital reallowed fees and commissions | 5,897 | 3,896 | 20,940 | 9,637 | |
Acquisition related | 90 | 1,764 | 373 | 5,509 | |
Litigation and other non-routine costs, net of insurance recoveries | 4,630 | 8,032 | 2,372 | 41,319 | |
Property operating | 34,820 | 31,950 | 107,832 | 95,547 | |
General and administrative | 29,761 | 32,842 | 92,255 | 99,906 | |
Depreciation and amortization | 195,173 | 208,542 | 596,826 | 645,196 | |
Impairments | 6,872 | 0 | 176,214 | 85,341 | |
Total operating expenses | 277,243 | 287,026 | 996,812 | 982,455 | |
Operating income | 85,672 | 97,928 | 106,142 | 190,188 | |
Other (expense) income: | |||||
Interest expense | (79,869) | (89,530) | (242,763) | (275,801) | |
(Loss) gain on extinguishment and forgiveness of debt, net | (2,003) | 0 | (1,751) | 5,302 | |
Other income, net | 1,744 | 2,368 | 4,022 | 10,255 | |
Equity in income and gain on disposition of unconsolidated entities | 212 | 6,837 | 10,686 | 8,340 | |
Loss on derivative instruments, net | (2,023) | (1,420) | (3,286) | (2,137) | |
Total other expenses, net | (81,939) | (81,745) | (233,092) | (254,041) | |
Income (loss) before taxes and real estate dispositions | 3,733 | 16,183 | (126,950) | (63,853) | |
Gain (loss) on disposition of real estate, net | 28,111 | (6,542) | 45,723 | (62,584) | |
Income (loss) before taxes | 31,844 | 9,641 | (81,227) | (126,437) | |
Provision for income taxes | (1,598) | (1,500) | (1,374) | (4,824) | |
Net income (loss) | 30,246 | 8,141 | (82,601) | (131,261) | |
Net (income) loss attributable to non-controlling interests | [2] | (12) | (404) | 23 | (1,197) |
Net income (loss) attributable to the General Partner / OP | $ 30,234 | $ 7,737 | $ (82,578) | $ (132,458) | |
Basic and diluted net income (loss) per unit attributable to common unitholders (in dollars per share) | $ 0.01 | $ (0.01) | $ (0.15) | $ (0.20) | |
Distributions declared per common share / unit (in dollars per share) | $ 0.14 | $ 0.14 | $ 0.41 | $ 0.14 | |
[1] | Represents (income) loss attributable to limited partners and consolidated joint venture partners. | ||||
[2] | Represents (income) loss attributable to consolidated joint venture partners. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Net income (loss) | $ 30,246 | $ 8,141 | $ (82,601) | $ (131,261) | |
Other comprehensive income (loss): | |||||
Unrealized gain (loss) on interest rate derivatives | 3,178 | (10,076) | (9,811) | (21,057) | |
Reclassification of previous unrealized loss on interest rate derivatives into net income (loss) | 4,650 | 2,787 | 8,668 | 8,316 | |
Unrealized loss on investment securities, net | (29) | (918) | (1,599) | (232) | |
Reclassification of previous unrealized loss on investment securities into net income (loss) as other income, net | 0 | 0 | 0 | 110 | |
Total other comprehensive income (loss) | 7,799 | (8,207) | (2,742) | (12,863) | |
Total comprehensive income (loss) | 38,045 | (66) | (85,343) | (144,124) | |
Comprehensive (income) loss attributable to non-controlling interests | [1] | (940) | (283) | 2,236 | 2,627 |
Total comprehensive income (loss) attributable to the General Partner / OP | 37,105 | (349) | (83,107) | (141,497) | |
VEREIT Operating Partnership, L.P. [Member] | |||||
Net income (loss) | 30,246 | 8,141 | (82,601) | (131,261) | |
Other comprehensive income (loss): | |||||
Unrealized gain (loss) on interest rate derivatives | 3,178 | (10,076) | (9,811) | (21,057) | |
Reclassification of previous unrealized loss on interest rate derivatives into net income (loss) | 4,650 | 2,787 | 8,668 | 8,316 | |
Unrealized loss on investment securities, net | (29) | (918) | (1,599) | (232) | |
Reclassification of previous unrealized loss on investment securities into net income (loss) as other income, net | 0 | 0 | 0 | 110 | |
Total other comprehensive income (loss) | 7,799 | (8,207) | (2,742) | (12,863) | |
Total comprehensive income (loss) | 38,045 | (66) | (85,343) | (144,124) | |
Comprehensive (income) loss attributable to non-controlling interests | [2] | (12) | (404) | 23 | (1,197) |
Total comprehensive income (loss) attributable to the General Partner / OP | $ 38,033 | $ (470) | $ (85,320) | $ (145,321) | |
[1] | Represents (income) loss attributable to limited partners and consolidated joint venture partners. | ||||
[2] | Represents (income) loss attributable to consolidated joint venture partners. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Series D Preferred Stock [Member] | Preferred Stock [Member] | Total Stockholders' Equity | Total Stockholders' EquitySeries D Preferred Stock [Member] | Total Stockholders' EquityPreferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (loss) [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series D Preferred Stock [Member] | Accumulated Deficit [Member]Preferred Stock [Member] | Non-Controlling Interests [Member] |
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) | |||||||||||||
Repurchases of common stock to settle tax obligation | (1,634) | (1,634) | $ (1) | (1,633) | ||||||||||
Equity-based compensation, net (shares) | (386,705) | |||||||||||||
Equity-based compensation, net | 10,189 | 10,189 | $ (4) | 10,193 | ||||||||||
Distributions declared on common stock | (124,225) | (124,225) | (124,225) | |||||||||||
Tax shortfall from equity-based compensation | (629) | (629) | (629) | |||||||||||
Distributions to non-controlling interest holders | (16,879) | (16,879) | ||||||||||||
Distributions | $ (222) | $ (53,920) | $ (222) | $ (53,920) | $ (222) | $ (53,920) | ||||||||
Disposition of joint venture | 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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Cumulative-effect adjustment for equity-based compensation forfeitures | 0 | 384 | (384) | |||||||||||
Beginning balance (shares) at Dec. 31, 2015 | 42,834,138 | 904,884,394 | ||||||||||||
Beginning balance at Dec. 31, 2015 | 8,713,959 | 8,523,987 | $ 428 | $ 9,049 | 11,931,768 | (2,025) | (3,415,233) | 189,972 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of common stock (shares) | 69,000,000 | |||||||||||||
Issuance of common stock, net | 702,482 | 702,482 | $ 690 | 701,792 | ||||||||||
Conversion of OP Units to common stock (shares) | 15,450 | |||||||||||||
Conversion of OP Units to common stock | 0 | 159 | 159 | (159) | ||||||||||
Repurchases of common stock to settle tax obligation (shares) | (424,726) | |||||||||||||
Repurchases of common stock to settle tax obligation | (4,148) | (4,148) | $ (4) | (4,144) | ||||||||||
Equity-based compensation, net (shares) | 708,701 | |||||||||||||
Equity-based compensation, net | 7,097 | 7,097 | $ 7 | 7,090 | ||||||||||
Contributions from non-controlling interest holders | 675 | 675 | ||||||||||||
Distributions declared on common stock | (382,819) | (382,819) | (382,819) | |||||||||||
Distributions to non-controlling interest holders | (9,889) | (9,889) | ||||||||||||
Distributions | $ (400) | $ (53,919) | $ (400) | $ (53,811) | $ (400) | $ (53,811) | (108) | |||||||
Net loss | (82,601) | (80,445) | (80,445) | (2,156) | ||||||||||
Other comprehensive loss | (2,742) | (2,662) | (2,662) | (80) | ||||||||||
Ending balance (shares) at Sep. 30, 2016 | 42,834,138 | 974,183,819 | ||||||||||||
Ending balance at Sep. 30, 2016 | $ 8,887,695 | $ 8,709,440 | $ 428 | $ 9,742 | $ 12,637,049 | $ (4,687) | $ (3,933,092) | $ 178,255 |
CONSOLIDATED STATEMENTS OF CHA7
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - OP - USD ($) $ in Thousands | Total | General Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | VEREIT Operating Partnership, L.P. [Member]Total Partners' Capital [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 Units [Member]General Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Common Units [Member]Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member]Noncontrolling Interest [Member] |
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 | $ 9,358,631 | $ 996,987 | $ 3,375 | $ 8,157,167 | $ 201,102 | $ 23,699 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Repurchases of Common OP Units to settle tax obligation (shares) | (183,492) | ||||||||
Repurchases of common OP Units to settle tax obligation | $ (1,634) | (1,634) | (1,634) | $ (1,634) | |||||
Equity-based compensation, net (shares) | (386,705) | ||||||||
Equity-based compensation, net | 10,189 | 10,189 | $ 10,189 | ||||||
Tax shortfall from equity-based compensation | (629) | (629) | (629) | (629) | |||||
Distributions to Common OP Units and non-controlling interest holders | (16,879) | (141,326) | (127,716) | (124,447) | (3,269) | (13,610) | |||
Distributions | (53,920) | (53,920) | $ (53,920) | ||||||
Disposition of joint venture | 6,339 | 6,339 | |||||||
Net loss | (131,261) | (131,261) | (132,458) | (128,963) | (3,495) | 1,197 | |||
Other comprehensive loss | (12,863) | (12,863) | (12,863) | $ (12,534) | $ (329) | ||||
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 | 9,039,600 | $ 943,067 | $ 3,375 | $ 7,899,149 | $ 194,009 | 17,625 | ||
Beginning balance (shares) at Dec. 31, 2015 | 42,834,138 | 86,874 | 904,884,394 | 23,763,797 | |||||
Beginning balance at Dec. 31, 2015 | 8,713,959 | 8,712,102 | $ 925,569 | $ 3,315 | $ 7,598,418 | $ 184,800 | 1,857 | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Issuance of common units (shares) | 69,000,000 | ||||||||
Issuance of common units, net | 702,482 | 702,482 | $ 702,482 | ||||||
Conversion of Limited Partner' Common OP Units to General Partner's Common OP Units (shares) | 15,450 | (15,450) | |||||||
Conversion of Limited Partners' Common OP Units to General Partner's Common OP Units | 0 | 0 | $ 159 | $ (159) | |||||
Repurchases of Common OP Units to settle tax obligation (shares) | (424,726) | (424,726) | |||||||
Repurchases of common OP Units to settle tax obligation | (4,148) | (4,148) | (4,148) | $ (4,148) | |||||
Equity-based compensation, net (shares) | 708,701 | ||||||||
Equity-based compensation, net | 7,097 | 7,097 | $ 7,097 | ||||||
Contributions from non-controlling interest holders | 675 | 675 | 675 | ||||||
Distributions to Common OP Units and non-controlling interest holders | (9,889) | (393,108) | (393,022) | (383,219) | (9,803) | (86) | |||
Distributions | (53,919) | (53,919) | $ (53,811) | $ (108) | |||||
Net loss | (82,601) | (82,601) | (82,578) | (80,445) | (2,133) | (23) | |||
Other comprehensive loss | $ (2,742) | (2,742) | (2,742) | $ (2,662) | $ (80) | ||||
Ending balance (shares) at Sep. 30, 2016 | 42,834,138 | 86,874 | 974,183,819 | 23,748,347 | |||||
Ending balance at Sep. 30, 2016 | $ 8,887,695 | $ 8,885,272 | $ 871,758 | $ 3,207 | $ 7,837,682 | $ 172,625 | $ 2,423 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (82,601) | $ (131,261) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 610,291 | 660,715 |
(Gain) loss on real estate assets and joint venture, net | (55,921) | 55,855 |
Impairments | 176,214 | 85,341 |
Equity-based compensation | 7,097 | 10,189 |
Equity in income of unconsolidated entities | (488) | (1,611) |
Distributions from unconsolidated entities | 3,007 | 9,578 |
Loss on derivative instruments | 3,286 | 2,137 |
(Gain) on investment securities | 0 | (65) |
Loss (gain) on extinguishment and forgiveness of debt, net | 1,751 | (5,307) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,861 | 1,503 |
Rent and tenant receivables and other assets, net | (51,702) | (59,509) |
Due from affiliates | 50 | 19,141 |
Accounts payable and accrued expenses | (6,726) | 6,679 |
Deferred rent, derivative and other liabilities | (1,235) | (24,939) |
Due to affiliates | (230) | (318) |
Net cash provided by operating activities | 604,654 | 628,128 |
Cash flows from investing activities: | ||
Investments in real estate assets | (19,952) | (10,207) |
Capital expenditures and leasing costs | (15,892) | (10,880) |
Real estate developments | (6,288) | (51,863) |
Principal repayments received from borrowers | 4,906 | 6,043 |
Investments in unconsolidated entities | (2,500) | 0 |
Proceeds from disposition of real estate and joint venture | 615,246 | 413,270 |
Investment in leasehold improvements and other assets | (726) | 0 |
Proceeds from sale of investments and other assets | 0 | 229 |
Deposits for real estate assets | (11,686) | (15,105) |
Uses and refunds of deposits for real estate assets | 9,753 | 42,619 |
Line of credit advances to affiliates | (10,300) | (10,000) |
Line of credit repayments from affiliates | 50,000 | 10,000 |
Change in restricted cash | (5,674) | 10,488 |
Net cash provided by investing activities | 606,887 | 384,594 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 1,450 | 1,379 |
Payments on mortgage notes payable and other debt, including extinguishment costs | (145,802) | (113,570) |
Proceeds from credit facility | 783,000 | 0 |
Payments on credit facility | (1,743,000) | (1,074,000) |
Proceeds from corporate bonds | 1,000,000 | 0 |
Payments on corporate bonds, including extinguishment costs | (1,311,208) | 0 |
Payments of deferred financing costs | (19,056) | (2,412) |
Repurchases of common stock / units to settle tax obligations | (4,148) | (1,634) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount | 702,765 | 0 |
Payments of equity issuance costs | (274) | 0 |
Contributions from non-controlling interest holders | 675 | 0 |
Distributions paid | (428,428) | (67,537) |
Net cash used in financing activities | (1,164,026) | (1,257,774) |
Net change in cash and cash equivalents | 47,515 | (245,052) |
Cash and cash equivalents, beginning of period | 69,103 | 416,711 |
Cash and cash equivalents, end of period | 116,618 | 171,659 |
2016 Term Loan [Member] | ||
Cash flows from financing activities: | ||
Proceeds from 2016 Term Loan | 300,000 | |
Repayment of 2016 Term Loan | (300,000) | |
2016 Term Loan [Member] | Secured Debt [Member] | ||
Cash flows from financing activities: | ||
Proceeds from 2016 Term Loan | 300,000 | 0 |
Repayment of 2016 Term Loan | (300,000) | 0 |
VEREIT Operating Partnership, L.P. [Member] | ||
Cash flows from operating activities: | ||
Net loss | (82,601) | (131,261) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 610,291 | 660,715 |
(Gain) loss on real estate assets and joint venture, net | (55,921) | 55,855 |
Impairments | 176,214 | 85,341 |
Equity-based compensation | 7,097 | 10,189 |
Equity in income of unconsolidated entities | (488) | (1,611) |
Distributions from unconsolidated entities | 3,007 | 9,578 |
Loss on derivative instruments | 3,286 | 2,137 |
(Gain) on investment securities | 0 | (65) |
Loss (gain) on extinguishment and forgiveness of debt, net | 1,751 | (5,307) |
Changes in assets and liabilities: | ||
Investment in direct financing leases | 1,861 | 1,503 |
Rent and tenant receivables and other assets, net | (51,702) | (59,509) |
Due from affiliates | 50 | 19,141 |
Accounts payable and accrued expenses | (6,726) | 6,679 |
Deferred rent, derivative and other liabilities | (1,235) | (24,939) |
Due to affiliates | (230) | (318) |
Net cash provided by operating activities | 604,654 | 628,128 |
Cash flows from investing activities: | ||
Investments in real estate assets | (19,952) | (10,207) |
Capital expenditures and leasing costs | (15,892) | (10,880) |
Real estate developments | (6,288) | (51,863) |
Principal repayments received from borrowers | 4,906 | 6,043 |
Investments in unconsolidated entities | (2,500) | 0 |
Proceeds from disposition of real estate and joint venture | 615,246 | 413,270 |
Investment in leasehold improvements and other assets | (726) | 0 |
Proceeds from sale of investments and other assets | 0 | 229 |
Deposits for real estate assets | (11,686) | (15,105) |
Uses and refunds of deposits for real estate assets | 9,753 | 42,619 |
Line of credit advances to affiliates | (10,300) | (10,000) |
Line of credit repayments from affiliates | 50,000 | 10,000 |
Change in restricted cash | (5,674) | 10,488 |
Net cash provided by investing activities | 606,887 | 384,594 |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 1,450 | 1,379 |
Payments on mortgage notes payable and other debt, including extinguishment costs | (145,802) | (113,570) |
Proceeds from credit facility | 783,000 | 0 |
Payments on credit facility | (1,743,000) | (1,074,000) |
Proceeds from corporate bonds | 1,000,000 | 0 |
Payments on corporate bonds, including extinguishment costs | (1,311,208) | 0 |
Payments of deferred financing costs | (19,056) | (2,412) |
Repurchases of common stock / units to settle tax obligations | (4,148) | (1,634) |
Proceeds from the issuance of Common Stock, net of underwriters’ discount | 702,765 | 0 |
Payments of equity issuance costs | (274) | 0 |
Contributions from non-controlling interest holders | 675 | 0 |
Distributions paid | (428,428) | (67,537) |
Net cash used in financing activities | (1,164,026) | (1,257,774) |
Net change in cash and cash equivalents | 47,515 | (245,052) |
Cash and cash equivalents, beginning of period | 69,103 | 416,711 |
Cash and cash equivalents, end of period | 116,618 | 171,659 |
VEREIT Operating Partnership, L.P. [Member] | 2016 Term Loan [Member] | Secured Debt [Member] | ||
Cash flows from financing activities: | ||
Proceeds from 2016 Term Loan | 300,000 | 0 |
Repayment of 2016 Term Loan | $ (300,000) | $ 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization 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. (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. VEREIT’s common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”) trade on the New York Stock Exchange (“NYSE”) 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 its 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, its real estate investment (“REI”) segment and its investment management segment, 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 properties subject to long-term net leases with creditworthy 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. Through the Cole Capital segment, the Company is responsible for raising capital for and managing the affairs of the Cole REITs ® (as defined in Note 3 – Segment Reporting ) on a day-to-day basis, identifying and making acquisitions and investments on the Cole REITs’ behalf, and recommending to the respective board of directors of each of the Cole 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 Cole REITs. Substantially all of the REI segment’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 97.6% of the common equity interests in the OP as of September 30, 2016 with the remaining 2.4% of the common equity interests owned by unaffiliated investors and certain former directors, officers and employees of ARC Properties Advisors, LLC (the “Former Manager”). Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding units of limited partner interests in the OP (“OP Units”) for a period of one year , unless an earlier redemption is 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’s operations are 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 OP 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 OP. Therefore, the assets and liabilities of the General Partner and the OP 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 OP’s behalf shall be treated as expenses of the OP. 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 OP 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 OP has a proportionate economic interest in the OP 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 OP 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 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, 2015 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 24, 2016. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2016 . 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”) and U.S. GAAP. 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, statements of operations, statements of comprehensive income (loss) and 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 in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. 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 shares of Common Stock issued and the carrying value of the OP Units converted is recorded as a component of equity. As of September 30, 2016 and December 31, 2015 , there were approximately 23.75 million and 23.76 million Limited Partner OP Units outstanding, respectively. 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, 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. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the 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 could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. Reclassification As described below, the following items previously reported have been reclassified to conform with the current period’s presentation. The land and construction in progress line item from prior periods has been combined into the land caption in the consolidated balance sheets. The gain on forgiveness of debt previously included in other income, net has been combined into the caption (loss) gain on extinguishment and forgiveness of debt, net in the consolidated statements of operations. Additionally, equity in income of unconsolidated joint ventures previously included in other income, net in the consolidated statements of operations has been included in a separate caption entitled equity in income and gain on disposition of unconsolidated entities. Insurance recoveries previously included in other income, net in the consolidated statements of operations has been included in litigation and other non-routine costs, net of insurance recoveries. Restricted Cash The Company had $61.8 million and $59.8 million , respectively, in restricted cash as of September 30, 2016 and December 31, 2015 . Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. Included in restricted cash at September 30, 2016 was $52.2 million in lender reserves and $9.6 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2015 was $47.9 million in lender reserves and $11.9 million held in restricted lockbox accounts. Revenue Recognition – REI The Company’s revenues, which primarily consist of rental income and include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial non-cancelable term of the lease, are recognized when earned and collectability is reasonably assured. 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, straight-line 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 rent and tenant receivables and other assets, net, in the consolidated balance sheets. See Note 8 – Rent and Tenant Receivables and Other Assets, Net . Cost recoveries from tenants are included in 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, 2016 and December 31, 2015 , the Company had $70.9 million and $67.2 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 and in the consolidated statements of operations as a reduction to rental income. As of September 30, 2016 and December 31, 2015 , the Company maintained an allowance for uncollectible accounts of $8.3 million and $6.6 million , respectively. Revenue Recognition – Cole Capital Revenue includes securities sales commissions, dealer manager fees, distribution and stockholder servicing fees, real estate acquisition fees, financing coordination fees, property management fees, advisory fees, asset management fees and performance fees for services relating to the Cole REITs’ offerings and the investment and management of their respective assets, in accordance with the respective dealer manager and advisory agreements. The Company records dealer manager fees, excluding those related to INAV (as defined in Note 3 – Segment Reporting ), and securities sales commissions as revenue upon the sale of Cole REIT shares. Dealer manager fees from the sale of INAV shares and distribution and stockholder servicing fees are recorded as revenue when the fees are fixed or determinable. The Company records revenue related to acquisition and financing coordination fees upon completion of a transaction and advisory, asset and property management fees as services are performed. The Company is also reimbursed for certain costs incurred in providing these services. Securities sales commissions and dealer manager reimbursements are recorded as revenue as the expenses are incurred, as long as reimbursement is reasonably assured. 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. The Company also reallows 100% of selling commissions earned to participating broker-dealers. Refer to Note 17 – Related Party Transactions and Arrangements for further discussion. In addition, the Company earns property management, asset management and disposition fees from certain joint ventures and other real estate programs. Acquisition Related Expenses and Litigation and Other Non-routine Costs All costs incurred as a result of a business combination are classified as acquisition related expenses or other non-routine transaction related expenses 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 litigation resulting therefrom and other non-routine transactions are included in litigation and other non-routine costs, net of insurance recoveries in the consolidated statements of operations. The Company has also incurred legal fees and other costs associated with the Audit Committee Investigation (defined below) and the litigations and investigations resulting therefrom, which are considered non-routine. The Company has directors’ and officers’ insurance and the insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. Litigation and other non-routine costs include the following costs (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Litigation and other non-routine costs: Audit Committee Investigation and related matters (1) $ 5,221 $ 9,251 $ 13,413 $ 38,953 Legal fees and expenses 59 (294 ) (2) 155 2,659 (3) Other fees and expenses — — — 632 Total costs incurred 5,280 8,957 13,568 42,244 Insurance recoveries (650 ) (925 ) (11,196 ) (925 ) Total $ 4,630 $ 8,032 $ 2,372 $ 41,319 ___________________________________ (1) Includes all fees and costs associated with the previously-announced investigation conducted by the audit committee (the “Audit Committee”) of the General Partner’s board of directors (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 advancement obligations. (2) 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. (3) Primarily relates to fees incurred in connection with a legal matter resolved in early 2014. Income Taxes The General Partner currently qualifies and has elected to be taxed as a REIT for U.S. 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 deduction for dividends paid 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 U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for U.S. 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, 2016 , 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 business activities through a TRS. 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, the 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 U.S. Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, (“ASU”) 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, ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), 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 has identified its revenue streams and is in the process of evaluating the impact on its financial statements and internal accounting processes; however, as the majority of the Company’s revenue is derived from real estate lease contracts, as discussed in relation to ASU 2016-02 Leases (Topic 842) (“ASU 2016-02”), the Company does not expect that the adoption of ASU 2014-09 or related amendments and modifications issued by the FASB will have a material impact on its financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Subtopic 825-10) , which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact that this new guidance will have on its financial statements. In February 2016, the FASB issued ASU 2016-02, which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than 12 months, with the result being the recognition of a right of use asset and a lease liability and the disclosure of key information about the entity's leasing arrangements. ASU 2016-02 retains a distinction between finance leases (i.e., capital leases under current U.S. GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current U.S. GAAP. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective approach is required for existing leases that have not expired upon adoption. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (Topic 815). The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvement to Employee Share-Based Payment Accounting (“ASU 2016-09”), which affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. The guidance will be effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. The Company elected to early adopt this guidance during the first quarter of 2016, which did not have a material effect on the Company’s consolidated financial statements. In connection with the adoption, the Company modified the consolidated statement of changes in equity to include the line item cumulative-effect adjustment for equity-based compensation forfeitures, which represents application of the accounting change on a modified retrospective basis. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to address diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues as well as application of the predominance principle (dependence on predominant source or use of receipt or payment) and are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. ASU 2016-15 requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company has organized its operations into two segments for management and internal financial reporting purposes, 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 properties subject to long-term net leases with creditworthy tenants. As of September 30, 2016 , the Company owned 4,213 properties comprising 96.9 million square feet of retail and commercial space located in 49 states, Puerto Rico and Canada, which includes properties owned through consolidated joint ventures. The rentable space at these properties was 98.0% leased with a weighted-average remaining lease term of 10.0 years. In addition, as of September 30, 2016 , the Company owned eight commercial mortgage-backed securities (“CMBS”) and nine mortgage notes receivable. Cole Capital – Through its Cole Capital segment, the Company is 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”); Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”), Cole Credit Property Trust V, Inc. (“CCPT V”); and other real estate offerings in registration (collectively with CCPT IV, INAV, CCIT II, CCIT III and CCPT V, the “Cole REITs”), raising capital for those Cole REITs still in offering, identifying and making acquisitions and investments on the Cole REITs’ behalf and recommending to the respective board of directors of each of the Cole REITs an approach for providing investors with liquidity. Cole Capital serves as the dealer manager and distributes shares of common stock for certain Cole 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 Cole 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. See Note 17 – Related Party Transactions and Arrangements for further discussion on the Cole REITs. 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 segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 REI segment: Revenues: Rental income $ 303,383 $ 333,766 $ 928,706 $ 1,017,708 Direct financing lease income 494 659 1,598 2,097 Operating expense reimbursements 27,969 22,983 77,862 71,269 Total real estate investment revenues 331,846 357,408 1,008,166 1,091,074 Operating expenses: Acquisition related 90 1,690 334 4,976 Litigation and other non-routine costs, net of insurance recoveries 4,630 8,032 2,372 41,319 Property operating 34,820 31,950 107,832 95,547 General and administrative 12,069 15,848 37,998 48,045 Depreciation and amortization 187,897 200,158 574,124 620,068 Impairment of real estate 6,872 — 176,214 85,341 Total operating expenses 246,378 257,678 898,874 895,296 Operating income 85,468 99,730 109,292 195,778 Other (expense) income: Interest expense (79,869 ) (89,530 ) (242,763 ) (275,801 ) (Loss) gain on extinguishment and forgiveness of debt, net (2,003 ) — (1,751 ) 5,302 Other income, net 1,649 1,903 3,433 8,179 Equity in income and gain on disposition of unconsolidated entities 212 6,837 10,686 8,340 Loss on derivative instruments, net (2,023 ) (1,420 ) (3,286 ) (2,137 ) Total other expenses, net (82,034 ) (82,210 ) (233,681 ) (256,117 ) Income (loss) before taxes and real estate dispositions 3,434 17,520 (124,389 ) (60,339 ) Gain (loss) on disposition of real estate, net 28,111 (6,542 ) 45,723 (62,584 ) Income (loss) before taxes 31,545 10,978 (78,666 ) (122,923 ) Provision for income taxes (1,539 ) (2,238 ) (4,695 ) (7,211 ) Net income (loss) $ 30,006 $ 8,740 $ (83,361 ) $ (130,134 ) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cole Capital segment: Revenues: Offering-related fees and reimbursements $ 9,545 $ 5,850 $ 32,850 $ 14,483 Transaction service fees and reimbursements 3,779 7,400 10,639 24,696 Management fees and reimbursements 17,745 14,296 51,299 42,390 Total Cole Capital revenues 31,069 27,546 94,788 81,569 Operating expenses: Cole Capital reallowed fees and commissions 5,897 3,896 20,940 9,637 Acquisition related — 74 39 533 General and administrative 17,692 16,994 54,257 51,861 Depreciation and amortization 7,276 8,384 22,702 25,128 Total operating expenses 30,865 29,348 97,938 87,159 Operating income (loss) 204 (1,802 ) (3,150 ) (5,590 ) Total other income, net 95 465 589 2,076 Income (loss) before taxes 299 (1,337 ) (2,561 ) (3,514 ) (Provision for) benefit from income taxes (59 ) 738 3,321 2,387 Net income (loss) $ 240 $ (599 ) $ 760 $ (1,127 ) Total Company: Total revenues $ 362,915 $ 384,954 $ 1,102,954 $ 1,172,643 Total operating expenses $ (277,243 ) $ (287,026 ) $ (996,812 ) $ (982,455 ) Total other expense, net $ (81,939 ) $ (81,745 ) $ (233,092 ) $ (254,041 ) Net income (loss) $ 30,246 $ 8,141 $ (82,601 ) $ (131,261 ) Total Assets September 30, 2016 December 31, 2015 REI segment $ 15,668,974 $ 16,966,729 Cole Capital segment 388,846 439,137 Total Company $ 16,057,820 $ 17,405,866 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. The goodwill recorded as a result of the merger of Cole with and into a wholly owned subsidiary of the Company (the “Cole Merger”) was allocated between the Company’s two segments, the REI segment and the Cole Capital segment. The REI segment and the Cole Capital segment each comprise one reporting unit. 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. Future property acquisitions that constitute a business will be integrated into the REI segment and therefore will also be allocated goodwill upon disposition. 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 analysis for the annual goodwill test is performed 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 fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows and relevant competitor multiples. The evaluation of goodwill 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. The fair value of the Cole Capital segment is dependent upon actual results, including, but not limited to, the timing and amount of aggregate capital raised and deployed on behalf of the Cole 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, as well as regulatory requirements affecting broker-dealers. If the Company is unable to reinstate selling agreements or raise and deploy capital as estimated, the fair values of the Cole Capital segment and intangible assets may be less than the respective carrying value, resulting in an impairment that could have a material effect on the Company’s financial results. In addition, the actual timing of closing an offering or executing a liquidity event on behalf of a Cole REIT or the commencement of operations of newly formed REITs, which are not yet effective, may differ from the Company’s assumptions. During the nine months ended September 30, 2016 and 2015 , management monitored the actual performance of the business segments relative to the fair value assumptions used during the annual goodwill impairment test. For the periods presented, management determined it remains more likely than not that the fair value of the reporting unit is greater than its carrying value. The following table summarizes the Company’s goodwill activity by segment during the nine months ended September 30, 2016 and 2015 (in thousands): REI Segment Cole Capital Segment Consolidated Balance as of December 31, 2015 $ 1,410,631 $ 245,743 $ 1,656,374 Goodwill allocated to dispositions and held for sale assets (1) (2) (53,764 ) — (53,764 ) Balance as of September 30, 2016 $ 1,356,867 $ 245,743 $ 1,602,610 REI Segment Cole Capital Segment Consolidated 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 gain (loss) on disposition of real estate, net , in the consolidated statement of operations. (2) Include s $51.5 million of goodwill allocated to the cost basis of properties disposed of and classified as held for sale as discussed in Note 5 – Real Estate Investments and $2.3 million of goodwill allocated to the cost basis of two properties foreclosed upon as discussed in Note 10 – Debt during the nine months ended September 30, 2016 . Intangible Assets The intangible assets primarily consisted of management and advisory contracts that the Company has with certain Cole REITs, which are subject to an estimated useful life of approximately four years. 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 value, 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 Cole REITs. The evaluation of 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. There were no events or changes in circumstances that indicated that intangible assets were impaired during the nine months ended September 30, 2016 or 2015 . The Company recorded $6.2 million and $19.9 million of amortization expenses related to the intangible assets for the three and nine months ended September 30, 2016 , respectively and $7.5 million and $22.5 million of amortization expense related to the intangible assets for the three and nine months ended September 30, 2015 , respectively. The estimated amortization expense is expected to be $6.2 million for the remainder of the year ending December 31, 2016, $16.6 million and $4.0 million for the years ending December 31, 2017 and 2018, respectively, and $3.8 million for the nine months ended September 30, 2019. The intangible assets were $30.8 million and $50.8 million , net of accumulated amortization of $23.3 million and $3.4 million , respectively, as of September 30, 2016 and December 31, 2015 . Intangible Lease Assets and Liabilities Intangible lease assets and liabilities of the Company consisted of the following as of September 30, 2016 and December 31, 2015 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2016 December 31, 2015 Intangible lease assets: In-place leases, net of accumulated amortization of $469,617 and $398,770, respectively 14.8 $ 1,246,392 $ 1,458,354 Leasing commissions, net of accumulated amortization of $1,681 and $1,035, respectively 9.5 8,541 4,872 Above-market leases, net of accumulated amortization of $63,952 and $47,041, respectively 16.6 282,893 308,306 Total intangible lease assets, net $ 1,537,826 $ 1,771,532 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $52,027 and $38,340, respectively 18.0 $ 229,340 $ 251,692 The following table provides the projected amortization expense and adjustments to rental income related to the intangible lease assets and liabilities for the next five years as of September 30, 2016 (amounts in thousands) : October 1, 2016 - December 31, 2016 2017 2018 2019 2020 In-place leases: Total projected to be included in amortization expense $ 41,368 $ 149,340 $ 136,656 $ 125,238 $ 116,997 Leasing Commissions Total projected to be included in amortization expense 271 1,167 979 901 850 Above-market lease assets: Total projected to be deducted from rental income 6,371 24,995 24,460 22,529 22,087 Below-market lease liabilities: Total projected to be included in rental income 6,629 20,114 19,787 19,049 17,857 |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments The Company acquired controlling financial interests in one commercial property for a purchase price of $20.0 million during the nine months ended September 30, 2016 . During the nine months ended September 30, 2015 , the Company acquired controlling interests in 14 commercial properties, including nine land parcels, for an aggregate purchase price of $10.2 million . 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, 2016 2015 Real estate investments, at cost: Land $ 4,215 $ 4,187 Buildings, fixtures and improvements 14,555 5,258 Total tangible assets 18,770 9,445 Acquired intangible assets: In-place leases 1,182 717 Above-market leases — 153 Assumed intangible liabilities: Below-market leases — (108 ) Total purchase price of assets acquired $ 19,952 $ 10,207 Future Lease Payments The following table presents future minimum base rent payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (in thousands): Future Minimum Operating Lease Base Rent Payments Future Minimum Direct Financing Lease Payments (1) October 1, 2016 - December 31, 2016 $ 268,066 $ 1,001 2017 1,131,536 3,818 2018 1,108,872 3,016 2019 1,068,910 2,397 2020 1,031,688 2,023 Thereafter 7,574,101 5,893 Total $ 12,183,173 $ 18,148 ____________________________________ (1) 33 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, 2016 and December 31, 2015 are as follows (in thousands): September 30, 2016 December 31, 2015 Future minimum lease payments receivable $ 18,148 $ 21,993 Unguaranteed residual value of property 28,235 31,562 Unearned income (5,598 ) (7,243 ) Net investment in direct financing leases $ 40,785 $ 46,312 Development Activities As of September 30, 2016 and December 31, 2015 , the Company had $8.4 million and $20.0 million , respectively, of land and construction in progress. The Company has contracted with a developer to complete a portfolio of 37 build-to-suit development projects, of which 36 have been completed as of September 30, 2016 , for an aggregate cost of $52.3 million . During the nine months ended September 30, 2016 and 2015 , the Company capitalized $0.2 million and $1.0 million , respectively, of interest expense associated with development projects. As of September 30, 2016 , there was one remaining development project still in progress and expected to be completed within the next six months, with $1.1 million invested to date and an estimated remaining investment of $0.7 million , for a total investment of $1.8 million . Pursuant to the agreement between the Company and the developer, the Company will pay a fixed construction draw until the project is complete. The Company is contractually committed to fund the developer $0.7 million to complete the remaining build-to-suit development project. In addition, during the nine months ended September 30, 2016 , five development projects were completed and placed into service for an aggregate cost of $14.8 million . Property Dispositions and Held for Sale Assets During the nine months ended September 30, 2016 , the Company disposed of 223 properties for an aggregate gross sales price of $672.5 million , of which our share was $646.4 million after the profit participation payment related to the disposition of 47 Red Lobster properties. The dispositions resulted in proceeds of $573.0 million after a debt assumption of $55.0 million and closing costs. The Company recorded a gain of $50.7 million related to the sales, which included $28.8 million of goodwill allocated to the cost basis of such properties, which is included in gain (loss) on disposition of real estate, net in the accompanying consolidated statements of operations. During the nine months ended September 30, 2015 , the Company disposed of 88 properties and one property owned by a consolidated joint venture for an aggregate gross sales price of $675.9 million , resulting in proceeds of $370.2 million after debt assumptions and closing costs. The Company recorded a loss of $39.3 million , including $48.5 million of goodwill allocation related to the sales. The Company has no continuing involvement with these properties. The dispositions were not classified as discontinued operations for any period presented. During the nine months ended September 30, 2016 , the Company also disposed of one property owned by an unconsolidated joint venture for a gross sales price of $113.5 million , of which our share was $102.1 million based on our ownership interest in the joint venture, resulting in proceeds of $42.3 million after debt repayments of $57.0 million and closing costs. The Company recorded a gain of $10.2 million related to the sale, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations. During the nine months ended September 30, 2015 , the Company also 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 September 30, 2016 , there were 19 properties classified as held for sale which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. During the nine months ended September 30, 2016 and 2015 , the Company recorded a loss of $5.0 million and $23.3 million , respectively, related to properties classified as held for sale during the respective periods, which included $22.7 million and $18.3 million , respectively, of goodwill allocated to the cost basis of such properties. The loss on properties held for sale is included in gain (loss) on disposition of real estate, net in the accompanying consolidated statements of operations. As of December 31, 2015 , there were 17 properties classified as held for sale, all of which were sold during the three months ended March 31, 2016. Impairment of Real Estate Investments The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as 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 or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value 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 value, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. During the nine months ended September 30, 2016 , management identified certain properties for potential sale as part of its portfolio management strategy to reduce exposure to office properties. Additionally, a tenant of 59 restaurant properties filed for bankruptcy during the nine months ended September 30, 2016 . As part of the Company’s quarterly impairment review procedures and considering the factors mentioned above, real estate assets with carrying values totaling $655.1 million were deemed to be impaired and their carrying values were reduced to their estimated fair values of $478.9 million resulting in impairment charges of $176.2 million during the nine months ended September 30, 2016 . During the nine months ended September 30, 2015 , real estate assets with carrying values totaling $319.3 million were deemed to be impaired and their carrying values were reduced to their estimated fair values of $234.0 million , resulting in impairment charges of $85.3 million . Consolidated Joint Ventures The Company had interests in two joint ventures that owned two properties as of each of September 30, 2016 and December 31, 2015 (the “Consolidated Joint Ventures”). As of September 30, 2016 and December 31, 2015 , the Consolidated Joint Ventures had total assets of $59.6 million and $58.5 million , of which $55.6 million and $55.2 million , respectively, were real estate investments, net of accumulated depreciation and amortization. One property secured a mortgage note payable of $9.9 million , which was non-recourse to the Company. The Company has the ability to control operating and financial policies of the Consolidated Joint Ventures. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of each partner (the “Partner”) in accordance with the joint venture agreement for any major transactions. The Company and each Partner are subject to the provisions of each joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. The Partners’ share of the Consolidated Joint Ventures’ income was $12,000 for the three months ended September 30, 2016 and the Partners’ share of the Consolidated Joint Ventures’ loss was $23,000 for the nine months ended September 30, 2016 , respectively. The Partners’ share of the Consolidated Joint Ventures’ income or loss is included in net (income) loss attributable to non-controlling interests in the consolidated statements of operations. The Partners’ share of income from four consolidated joint ventures was $0.4 million and $1.2 million for the three and nine months ended September 30, 2015 , respectively, and is included in net (income) loss attributable to non-controlling interests in the consolidated statements of operations. The Company disposed of its interest in two of these consolidated joint ventures on or after June 30, 2015. Unconsolidated Joint Ventures The Company’s investment in unconsolidated joint ventures consisted of interests in two joint ventures that owned two properties, which were comprised of 0.5 million square feet of retail space as of September 30, 2016 , and interests in three joint ventures that owned three properties, which were comprised of 0.9 million square feet of retail and office space as of December 31, 2015 . As of September 30, 2016 and December 31, 2015 , the Company owned aggregate equity investments of $18.6 million and $52.8 million , respectively, in unconsolidated joint ventures. The Company accounts for its investments in 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 earnings and distributions from the joint ventures. As of September 30, 2016 , the Company’s maximum exposure to risk was $18.6 million , the carrying value of the investments, which is presented in investment in unconsolidated entities in the consolidated balance sheet. The unconsolidated joint ventures had total debt outstanding of $46.2 million as of September 30, 2016 , none of which is recourse to the Company, as discussed in Note 10 – Debt . The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. The Company records its proportionate share of net income (loss) from the unconsolidated joint ventures in the equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. During the three and nine months ended September 30, 2016 , the Company recognized $0.2 million and $0.6 million of net income, respectively, from the unconsolidated joint ventures which owned two and three properties, respectively. During the three and nine months ended September 30, 2015 , the Company recognized $0.1 million and $1.5 million of net income, respectively, from unconsolidated joint ventures which owned six properties. 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, 2016 (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% $ 6,108 Cole/Faison JV Bethlehem GA, LLC Faison-Winder Investors, LLC 90% 12,501 $ 18,609 _______________________________________________ (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 $6.5 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 Fair
Investment Securities, at Fair Value | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and December 31, 2015 (in thousands): September 30, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 48,509 $ 1,556 $ (1,967 ) $ 48,098 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 52,115 $ 2,169 $ (980 ) $ 53,304 As of September 30, 2016 and December 31, 2015 , the Company owned eight and ten CMBS, respectively, with an estimated aggregate fair value of $48.1 million and $53.3 million , respectively. During the nine months ended September 30, 2016 , two CMBS with a combined carrying value of less than $0.1 million at December 31, 2015, were paid in full. The Company generally receives monthly payments of principal and interest on the CMBS. As of September 30, 2016 , the Company earned interest on the CMBS at rates ranging between 5.88% and 8.95% . As of September 30, 2016 , the fair value of six CMBS were below their amortized cost. In estimating other-than-temporary impairment losses, management considers a variety of factors, including: (i) whether the Company has the intent to sell the impaired security, (ii) whether the Company expects to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value, and (iii) whether the company expects to recover the entire amortized cost basis of the security. The Company believes that none of the unrealized losses on investment securities are other-than-temporary as management expects the Company will fully recover the entire amortized cost basis of all securities. As of September 30, 2016 , the Company had no other-than-temporary impairment losses. The scheduled maturity of the Company’s CMBS as of September 30, 2016 are as follows (in thousands): September 30, 2016 Amortized Cost Fair Value Due within one year $ — $ — Due after one year through five years 21,489 22,066 Due after five years through 10 years 12,725 10,805 Due after 10 years 14,295 15,227 Total $ 48,509 $ 48,098 |
Mortgage Notes Receivable
Mortgage Notes Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Mortgage Notes Receivable | Mortgage Notes Receivable As of September 30, 2016 , the Company owned nine mortgage notes receivable with a weighted-average interest rate of 6.3% and weighted-average years to maturity of 13.2 years. During the nine months ended September 30, 2016 , one note with a carrying value of $0.4 million at December 31, 2015, reached maturity and was paid in full. The following table details the mortgage notes receivable as of September 30, 2016 (dollar amounts in thousands): Outstanding Balance Carrying Value Interest Rate Range Maturity Date Range $ 24,996 $ 23,014 5.9 % – 7.2% May 2020 – January 2033 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 the estimated value of the property) and its remaining term until maturity. The following table summarizes the scheduled aggregate principal payments due to the Company on the mortgage notes receivable subsequent to September 30, 2016 (in thousands): Outstanding Balance Due within one year $ 1,057 Due after one year through five years 5,357 Due after five years through 10 years 6,919 Due after 10 years (1) 15,523 Total $ 28,856 ____________________________________ (1) Includes additional $3.9 million of interest that will be capitalized into the outstanding balance of the mortgage note receivable subsequent to September 30, 2016 . |
Rent and Tenant Receivables and
Rent and Tenant Receivables and Other Assets, Net | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Rent and Tenant Receivables and Other Assets, Net | Rent and Tenant Receivables and Other Assets, Net Rent and tenant receivables and other assets, net consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Accounts receivable, net (1) $ 48,682 $ 44,798 Straight-line rent receivable 196,669 161,079 Deferred costs, net (2) 18,443 26,110 Prepaid expenses 13,269 9,773 Leasehold improvements, property and equipment, net (3) 16,845 18,180 Restricted escrow deposits 3,123 1,190 Deferred tax asset and tax receivable 27,529 25,287 Program development costs, net (4) 12,268 12,855 Interest rate swap assets, at fair value — 1,892 Other assets 2,701 2,473 Total $ 339,529 $ 303,637 ___________________________________ (1) Allowance for doubtful accounts was $8.3 million and $6.6 million as of September 30, 2016 and December 31, 2015 , respectively. (2) Amortization expense for deferred costs related to the revolving credit facility totaled $2.6 million and $7.8 million for the three and nine months ended September 30, 2016 , respectively, and $2.6 million and $8.1 million for the three and nine months ended September 30, 2015 , respectively. Accumulated amortization for deferred costs related to the revolving credit facility were $27.2 million and $19.4 million as of September 30, 2016 and December 31, 2015 , respectively. (3) Amortization expense for leasehold improvements totaled $0.3 million and $0.9 million for the three and nine months ended September 30, 2016 , respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2015 , respectively. Accumulated amortization was $3.5 million and $2.6 million as of September 30, 2016 and December 31, 2015 , respectively. Depreciation expense for property and equipment totaled $0.6 million and $1.6 million for the three and nine months ended September 30, 2016 , respectively, and $0.5 million and $1.5 million for the three and nine months ended September 30, 2015 , respectively. Accumulated depreciation was $5.3 million and $3.7 million as of September 30, 2016 and December 31, 2015 , respectively. (4) As of September 30, 2016 and December 31, 2015 , the Company had reserves of $18.8 million and $34.8 million , respectively, relating to the program development costs. |
Fair Value Measures
Fair Value Measures | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 . The Company expects that changes in classifications between levels will be infrequent. Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis, based on market rates of the Company’s positions and other observable interest rates as discussed in Note 6 – Investment Securities, at Fair Value and Note 11 – Derivatives and Hedging Activities , as of September 30, 2016 and December 31, 2015 , 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, 2016 Assets: CMBS $ — $ — $ 48,098 $ 48,098 Liabilities: Derivative liabilities $ — $ (8,194 ) $ — $ (8,194 ) Level 1 Level 2 Level 3 Balance as of December 31, 2015 Assets: CMBS $ — $ — $ 53,304 $ 53,304 Derivative assets — 1,892 — 1,892 Total assets $ — $ 1,892 $ 53,304 $ 55,196 Liabilities: Derivative liabilities $ — $ (6,922 ) $ — $ (6,922 ) 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 that the prices are representative of fair value through its 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 risks are included in the consideration and selection of discount rates or market yields: risk of default, rating of the investment and comparable company investments. Derivative Assets and Liabilities – The Company’s derivative financial instruments relate to interest rate swaps, discussed in Note 11 – Derivatives and Hedging Activities . 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, 2016 , 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, 2016 and 2015 (in thousands): CMBS Beginning balance, December 31, 2015 $ 53,304 Total gains and losses: Unrealized loss included in other comprehensive income, net (1,599 ) Purchases, issuances, settlements and amortization: Principal payments received (3,786 ) Amortization included in net income 179 Ending Balance, September 30, 2016 $ 48,098 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 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, 2016 Fair Value at September 30, 2016 Carrying Amount at December 31, 2015 Fair Value at December 31, 2015 Assets: Mortgage notes receivable 3 $ 23,014 $ 31,963 $ 24,238 $ 31,842 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 2,878,774 $ 2,972,148 $ 3,133,005 $ 3,240,153 Corporate bonds, net 2 2,247,893 2,334,291 2,547,255 2,580,786 Convertible debt, net 2 985,866 1,010,722 982,217 1,007,042 Credit facility 2 500,000 496,814 1,460,000 1,536,264 Total liabilities $ 6,612,533 $ 6,813,975 $ 8,122,477 $ 8,364,245 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. Mortgage notes receivable – 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. Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of observable market interest rates. Corporate bonds and convertible debt are valued using quoted market prices in active markets with limited trading volume when available. Items Measured at Fair Value on a Non-Recurring Basis Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Real Estate Assets As discussed in Note 5 – Real Estate Investments , during the nine months ended September 30, 2016 , real estate assets related to 139 properties were deemed to be impaired and their carrying values were reduced to their estimated fair value of $478.9 million , resulting in impairment charges of $176.2 million . During the nine months ended September 30, 2015 , $85.3 million of impairment charges were recorded. The Company estimates fair values using Level 3 inputs and using a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental income and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For our impairment tests for the real estate assets during the nine months ended September 30, 2016 , we used a range of discount rates from of 6.7% to 9.0% with a weighted-average rate of 8.0% and capitalization rates from 7.0% to 12.5% with a weighted-average rate of 7.9% . The following table presents the impairment charges by asset class recorded during the nine months ended September 30, 2016 (dollar amounts in thousands): Nine Months Ended September 30, 2016 Properties impaired (1) 139 Asset classes impaired: Investment in real estate assets, net $ 176,635 Below-market lease liabilities, net (421 ) Total impairment loss $ 176,214 _______________________________________________ (1) Includes 35 properties disposed of during the nine months ended September 30, 2016 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 30, 2016 , the Company had $6.6 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.5 years and a weighted-average interest rate of 4.3% . The following table summarizes the carrying value of debt as of September 30, 2016 and December 31, 2015 , and the debt activity for the nine months ended September 30, 2016 (in thousands): Nine Months Ended September 30, 2016 Balance as of December 31, 2015 Debt Issuances Repayments, Extinguishment and Assumptions (Accretion) and Amortization Balance as of September 30, 2016 Mortgage notes payable: Outstanding balance $ 3,039,882 $ 1,450 $ (227,503 ) (1) $ — $ 2,813,829 Net premiums (2) 59,402 — (1,364 ) (1) (16,229 ) 41,809 Deferred costs (21,020 ) (27 ) 510 (1) 2,973 (17,564 ) Other debt: Outstanding balance 33,463 — (10,453 ) — 23,010 Premium (2) 258 — — (132 ) 126 Mortgages and other debt, net 3,111,985 1,423 (238,810 ) (13,388 ) 2,861,210 Corporate bonds: Outstanding balance 2,550,000 1,000,000 (1,300,000 ) — 2,250,000 Discount (3) (2,745 ) — 73 565 (2,107 ) Deferred costs (10,922 ) (17,128 ) 1,898 3,416 (22,736 ) Corporate bonds, net 2,536,333 982,872 (1,298,029 ) 3,981 2,225,157 Convertible debt: Outstanding balance 1,000,000 — — — 1,000,000 Discount (3) (17,779 ) — — 3,645 (14,134 ) Deferred costs (19,327 ) — — 4,152 (15,175 ) Convertible debt, net 962,894 — — 7,797 970,691 Credit facility: Outstanding balance 1,460,000 783,000 (1,743,000 ) — 500,000 Deferred costs (4) (11,410 ) — 4,314 3,104 (3,992 ) Credit facility, net 1,448,590 783,000 (1,738,686 ) 3,104 496,008 2016 Term Loan: Outstanding balance — 300,000 (300,000 ) — — Deferred costs — (2,764 ) 2,588 176 — 2016 Term Loan, net — 297,236 (297,412 ) 176 — Total debt $ 8,059,802 $ 2,064,531 $ (3,572,937 ) $ 1,670 $ 6,553,066 ____________________________________ (1) Includes $83.5 million of notes repaid prior to maturity, resulting in a loss on extinguishment of debt of $0.6 million due to the write-off of the unamortized net premiums and prepayment penalties of $0.3 million and $0.9 million , respectively. Additionally, a $55.0 million note was assumed by the buyer in a real estate disposition resulting in a write-off of the unamortized premium of $1.1 million and the unamortized deferred financing costs of $0.3 million , which are included in gain (loss) on disposition of real estate, net . (2) Net premiums on mortgage 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. (3) 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. (4) Deferred costs relate to the term portion of the credit facility. Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of September 30, 2016 (dollar amounts in thousands): Encumbered Properties Gross Carrying Value of Collateralized Properties (1) Outstanding Balance Weighted-Average Interest Rate (2) Weighted-Average Years to Maturity Fixed-rate debt (3) 642 $ 5,484,499 $ 2,804,142 5.01 % 4.6 Variable-rate debt 1 26,454 9,687 3.79 % 0.9 Total (4) 643 $ 5,510,953 $ 2,813,829 5.01 % 4.6 ____________________________________ (1) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. (2) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2016 . (3) Includes $242.4 million of variable-rate debt fixed by way of interest rate swap arrangements. (4) The table above does not include loan amounts associated with the unconsolidated joint ventures of $46.2 million , none of which is recourse to the Company. These loans represent secured fixed and variable rates ranging from 2.93% to 5.20% and maturities ranging from October 2016 to July 2021 , with a weighted-average interest rate of 3.93% and a weighted-average years to maturity of 2.1 years as of September 30, 2016 . The Company’s mortgage loan agreements generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At September 30, 2016 , the Company believes it was in compliance with the debt covenants under the mortgage loan agreements and had no restrictions on the payment of dividends. 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 (loss) gain on 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 secured by two properties, which had an outstanding balance of $38.1 million on the notice date, due to the Company’s election not to make a reserve payment required per the loan agreement. The foreclosure sale of the first property securing the loan occurred during the three months ended June 30, 2016. As the loan was outstanding upon the foreclosure of the first property, the Company recorded a loss of $3.4 million in gain (loss) on disposition of real estate, net in the accompanying consolidated statements of operations for the nine months ended September 30, 2016 . The foreclosure proceedings on the second property that secured the loan were completed during the three months ended September 30, 2016. As a result of the foreclosure sale and deed transfer of both properties securing the loan, the Company recognized a gain on forgiveness of debt of $19.1 million , which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to September 30, 2016 (in thousands): Total October 1, 2016 - December 31, 2016 $ 49,767 2017 420,662 2018 209,229 2019 229,516 2020 282,190 Thereafter 1,622,465 Total $ 2,813,829 Other Debt As of September 30, 2016 , the Company had a secured term loan from KBC Bank, N.V. with an outstanding principal balance of $23.0 million and remaining unamortized premium of $0.1 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, 2016 are $2.0 million , $7.7 million and $13.3 million for the years ended December 31, 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 outstanding balance and carrying value of the collateral by asset type as of September 30, 2016 (in thousands): Outstanding Balance Collateral Carrying Value Mortgage notes receivable $ 7,279 $ 19,457 Intercompany mortgage loans 1,754 4,212 CMBS 13,977 34,356 Total $ 23,010 $ 58,025 Corporate Bonds As of September 30, 2016 , the OP had $2.25 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance September 30, 2016 Interest Rate Maturity Date 2019 Senior Notes 750,000 3.000 % February 6, 2019 2021 Senior Notes 400,000 4.125 % June 1, 2021 2024 Senior Notes 500,000 4.600 % February 6, 2024 2026 Senior Notes 600,000 4.875 % June 1, 2026 Total balance and weighted-average interest rate $ 2,250,000 4.056 % On June 2, 2016, the Company closed its senior note offering, consisting of (i) $0.4 billion aggregate principal amount of 4.125% Senior Notes due June 1, 2021 (the “2021 Senior Notes”) and (ii) $0.6 billion aggregate principal amount of 4.875% Senior Notes due June 1, 2026 (the “2026 Senior Notes”) (the offering of the 2021 Senior Notes, collectively with the 2026 Senior Notes, the “2016 Bond Offering”). On July 5, 2016, the Company redeemed the $1.3 billion aggregate principal amount of 2.000% Senior Notes due February 6, 2017 (the “2017 Senior Notes”), plus accrued and unpaid interest thereon and the required make-whole premium. Upon consummation of these transactions, the Company had no 2017 Senior Notes outstanding. The Company recorded a loss related to the early extinguishment of $13.2 million which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. 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, (the “Securities Act”) 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, 2016 . Convertible Debt On July 29, 2013, the Company issued $300.0 million aggregate principal amount of convertible senior notes due 2018 (the “2018 Convertible Notes”) and, pursuant to an over-allotment exercise by the underwriters of such 2018 Convertible Notes offering, issued an additional $10.0 million aggregate principal amount of its 2018 Convertible Notes on August 1, 2013. On December 10, 2013, the Company issued an additional $287.5 million of the 2018 Convertible Notes by reopening the indenture governing the 2018 Convertible Notes. Also on December 10, 2013, the Company issued $402.5 million aggregate principal amount of convertible senior notes due 2020 (the “2020 Convertible Notes” and, together with the 2018 Convertible Notes, the “Convertible Notes”). As of September 30, 2016 , the outstanding aggregate balance of the Convertible Notes was $1.0 billion . The OP has issued corresponding identical convertible notes to the General Partner. 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 (1) Interest Rate Conversion Rate (2) 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) Excludes the carrying value of the conversion options recorded within additional paid-in capital of $28.6 million and the unamortized discount of $14.1 million as of September 30, 2016 . The discount will be amortized over the remaining term of 2.8 years. (2) Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount of Convertible Notes converted as of September 30, 2016 , as adjusted in accordance with the applicable indentures as a result of cash dividend payments. The 2018 Convertible Notes may be converted into cash, shares of the Company’s common stock or a combination thereof in limited circumstances prior to February 1, 2018 and may be converted into such consideration at any time on or after February 1, 2018. The 2020 Convertible Notes may be converted into cash, shares of the Company’s common stock or a combination thereof, in limited circumstances prior to June 15, 2020, and may be converted into such consideration at any time on or after June 15, 2020. There were no changes to the terms of the Convertible Notes and the Company believes it was in compliance with the covenants pursuant to the indenture governing the Convertible Notes as of September 30, 2016 . 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 Bank, National Association (“Wells Fargo”), as administrative agent and other lenders party thereto (the “Credit Agreement”). As of September 30, 2016 , the Credit Facility allowed for maximum borrowings of $2.8 billion , consisting of a $0.5 billion term loan facility (the “Credit Facility Term Loan”) and a $2.3 billion revolving credit facility. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $25.0 million . During the three months ended September 30, 2016 , the Company repaid all of the outstanding borrowings under its revolving credit facility. Additionally, the Company repaid $0.5 billion of the Credit Facility Term Loan, resulting in the write-off of unamortized deferred financing costs of $4.3 million , which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. As discussed in Note 11 – Derivatives and Hedging Activities , in connection with the early repayment of a portion of the Credit Facility Term Loan, the Company terminated two of its interest rate swaps, resulting in the reclassification of $3.3 million in other comprehensive income to earnings, which is included in loss on derivative instruments, net in the accompanying consolidated statements of operations. The remaining outstanding balance on the Credit Facility Term Loan of $0.5 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 3.25% at September 30, 2016 . As of September 30, 2016 , a maximum of $2.3 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 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 Credit Facility Term Loan 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 a 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 will mature, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The revolving credit facility and the Credit Facility Term Loan 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 Credit Facility Term Loan, 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 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 key financial covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement, include maintaining (i) a maximum leverage ratio less than or equal to 60% , (ii) a minimum fixed charge coverage ratio of at least 1.5 x, (iii) a secured leverage ratio less than or equal to 45% , (iv) a total unencumbered asset value ratio less than or equal to 60% , (v) a minimum tangible net worth covenant of at least $5.5 billion , (vi) a minimum unencumbered interest coverage ratio of at least 1.75 x and (vii) a minimum unencumbered asset value of at least $8.0 billion (up to 35% of which may be comprised of restaurant properties from June 30, 2016 to December 30, 2016 and up to 30% of which may be comprised of restaurant properties from December 31, 2016 on). The Company believes it was in compliance with the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of September 30, 2016 . 2016 Term Loan On June 2, 2016, the General Partner as guarantor, and the OP, as borrower, entered into a $300.0 million senior secured term loan facility (the “2016 Term Loan”), pursuant to a credit agreement (the “2016 Term Loan Agreement”) with JPMorgan Chase Bank, N.A., as the administrative agent, and certain other lenders party thereto. During the three months ended September 30, 2016 , the Company borrowed $300.0 million on the 2016 Term Loan and subsequently repaid the balance prior to September 30, 2016 . In connection with the prepayment, the Company wrote-off the remaining unamortized deferred financing costs resulting in a loss of $2.6 million which is included in (loss) gain on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2016 | |
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 nine months ended September 30, 2016 and 2015 , such derivatives were used to hedge the variable cash flows associated with variable-rate debt. During the three and nine months ended September 30, 2016 , the Company reclassified $1.2 million and $5.1 million , respectively, from accumulated other comprehensive income into interest expense as a result of the hedged forecasted transactions affecting earnings. The ineffective portion of the change in fair value of the derivatives designated that qualify as cash flow hedges is recognized directly in earnings. During the three and nine months ended September 30, 2016 , the Company recorded a gain of $1.0 million and $1.1 million , respectively, in earnings related to the ineffective portion of the change in fair value of derivatives designated that qualify as cash flow hedges. During the three months ended September 30, 2016 , the Company terminated two of its interest rate swaps in connection with the early repayment of a portion of the Credit Facility Term Loan, as discussed in Note 10 – Debt , and accelerated the reclassification of a portion of the amounts in other comprehensive income to earnings as a result of a portion of the hedged forecasted transactions becoming probable not to occur. A loss of $3.3 million was recorded in relation to the acceleration, which is included in loss on derivative instruments, net in the accompanying consolidated statements of operations. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $2.3 million will be reclassified from other comprehensive income as an increase to interest expense. As of September 30, 2016 , 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 Swaps September 30, 2016 Number of Instruments 14 Notional Amount $ 691,016 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, 2016 and December 31, 2015 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2016 December 31, 2015 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 1,794 Interest rate swaps Deferred rent, derivative and other liabilities $ (7,471 ) $ (6,922 ) 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 merger of Cole Capital with and into a wholly owned subsidiary of the Company. In connection with the Company’s offering of Senior Notes 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 $0.3 million of interest expense for the three and nine months ended September 30, 2016 , 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 gain of $0.3 million and a loss of $1.1 million related to the change in the fair value of derivatives not designated as hedging instruments was recorded in loss on derivative instruments, net in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2016 , respectively. The Company recorded a loss of $0.9 million and $1.5 million for the three and nine months ended September 30, 2015 , respectively. As of September 30, 2016 , the Company had the following outstanding interest rate derivative that was not designated as a qualifying hedging relationship (dollar amounts in thousands): Interest Rate Swap September 30, 2016 Number of Instruments 1 Notional Amount $ 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, 2016 and December 31, 2015 (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location September 30, 2016 December 31, 2015 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 98 Interest rate swaps Deferred rent, derivative and other liabilities $ (723 ) $ — 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, 2016 and December 31, 2015 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. 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, 2016 $ — $ (8,194 ) $ — $ — $ (8,194 ) $ — $ — $ (8,194 ) December 31, 2015 $ 1,892 $ (6,922 ) $ — $ 1,892 $ (6,922 ) $ — $ — $ (5,030 ) 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, 2016 , 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 $9.4 million . As of September 30, 2016 , the Company has not posted any collateral related to these agreements and was not in breach of any provisions in these agreements. 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 $9.4 million at September 30, 2016 . |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and 2015 (in thousands): Nine Months Ended September 30, 2016 2015 Supplemental Disclosures: Cash paid for interest $ 246,602 $ 280,659 Cash paid for income taxes $ 18,822 $ 10,205 Non-cash investing and financing activities: Accrued capital expenditures and real estate developments $ 3,556 $ 4,363 Accrued deferred financing costs $ 860 $ 164 Distributions declared and unpaid $ 146,118 $ 130,648 Accrued equity issuance costs $ 9 $ — Mortgage note payable relieved by foreclosure $ 38,050 $ 53,798 Mortgage notes payable assumed in real estate disposition $ 55,000 $ 300,720 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Accrued interest $ 42,915 $ 56,273 Accrued real estate taxes 42,812 47,319 Accrued legal fees 14,214 9,212 Accounts payable 6,223 2,868 Accrued other 32,986 36,205 Total $ 139,150 $ 151,877 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
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: Government Investigations and Litigation Relating to the Audit Committee Investigation As previously reported, 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. The Company also reported that the Audit Committee had based its conclusion on the preliminary findings of its investigation into concerns regarding accounting practices and other matters that were first reported to the Audit Committee in early September 2014 and that the Audit Committee believed that an error in the calculation of adjusted funds from operations for the first quarter of 2014 had been identified but intentionally not corrected when the Company reported its financial results for the three and six months ended June 30, 2014. Prior to the filing of the October 29 8-K, 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 have been cooperating with these regulators in their investigations. In connection with these investigations, on September 8, 2016, the United States Attorney’s Office for the Southern District of New York announced the filing of criminal charges against the Company’s former Chief Financial Officer and former Chief Accounting Officer (the “Criminal Action”), as well as the fact that the former Chief Accounting Officer has pleaded guilty to the charges filed. That same day, the SEC announced the filing of a civil complaint against the same two individuals in the United States District Court for the Southern District of New York (the “SEC Civil Action”). On October 12, 2016, the United States Attorney for the Southern District of New York filed a motion to intervene in and stay the SEC Civil Action until the conclusion of the Criminal Action. On November 1, 2016, the Court granted the motion to stay with respect to all witness related discovery. 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 seeking money damages and other relief under the federal securities laws and state laws in both federal and state courts in New York, Maryland and Arizona. Between October 30, 2014 and January 20, 2015, the Company and certain of its former officers and current and former directors, among other individuals and entities, were named as defendants in ten securities class action complaints filed in the United States District Court for the Southern District of New York. The court consolidated these actions under the caption In re American Realty Capital Properties, Inc. Litigation, No. 15-MC-00040 (AKH) (the “SDNY Consolidated Securities Class Action”). The plaintiffs filed a second amended class action complaint on December 11, 2015, which asserted claims for 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. Certain defendants, including the Company and the OP, filed motions to dismiss the second amended class action complaint (or portions thereof), which were granted in part and denied in part by the court at oral argument on June 1, 2016. The Company and the OP filed an answer to the second amended class action complaint on July 29, 2016. On September 8, 2016, the Court issued an order directing plaintiffs to file a third amended complaint to reflect certain prior rulings by the court. The third amended complaint was filed on September 30, 2016 and the defendants are not required to file new answers. In the September 8, 2016 order, the court also directed that document production should be substantially complete by December 15, 2016, and scheduled a status conference on January 10, 2017. The Company, certain of its former officers and current and former directors, and the OP, among others, have also been named as defendants in additional individual securities fraud actions filed in the United States District Court for the Southern District of New York: Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 15-cv-307 (the “Jet Capital Action”); Twin Securities, Inc. v. American Realty Capital Properties, Inc., et al., No. 15-cv-1291; HG Vora Special Opportunities Master Fund, Ltd v. American Realty Capital Properties, Inc., et al., No. 15-cv-4107; BlackRock ACS US Equity Tracker Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08464; PIMCO Funds: PIMCO Diversified Income Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08466; Clearline Capital Partners LP, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08467; Pentwater Equity Opportunities Master Fund Ltd., et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08510; Archer Capital Master Fund, et al. v. American Realty Capital Properties, Inc. et al, No. 16-cv-05471 (the “Archer Capital Action”); and Atlas Master Fund et al. v. American Realty Capital Properties, Inc. et al., No. 16-cv-05475 (the “Atlas Action”) (collectively, the “Opt-Out Actions”). The Opt-Out Actions assert claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The Company filed an answer to the complaint in the Jet Capital Action in December 2015. The Company filed answers to the complaints in all of the other Opt-Out Actions in July 2016 or in October 2016. Document production in the Opt-Out Actions is being coordinated with production in the SDNY Consolidated Securities Class Action. On October 27, 2015, the Company and certain of its former officers, among others, 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 (the “Vanguard Action”). The Vanguard Action asserts claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. On January 21, 2016, the Company filed a motion to transfer the Vanguard Action to the United States District Court for the Southern District of New York and a motion to dismiss the complaint. On September 29, 2016, the court entered an order denying the Company’s motion to transfer and granting in part and denying in part the Company’s motion to dismiss. The Company is required to file an answer to the complaint by November 4, 2016. The Company was also named as a nominal defendant, and certain of its former officers and current and former directors were named as defendants, in shareholder derivative actions filed in the United States District Court for the Southern District of New York: Witchko v. Schorsch, et al., No. 15-cv-06043 (the “Witchko Action”); and Serafin, et al. v. Schorsch, et al., No. 15-cv-08563 (the “Serafin Action”). The court consolidated the Witchko Action and the Serafin Action (together “the SDNY Derivative Action”) and the plaintiffs designated the complaint filed in the Witchko Action as the operative complaint in the SDNY Derivative Action. The SDNY Derivative Action seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty, among other claims. On February 12, 2016, the Company and other defendants filed a motion to dismiss the SDNY Derivative Action due to plaintiffs’ failure to plead facts demonstrating that the Board’s decision to refuse plaintiffs’ pre-suit demands was wrongful and not a protected business judgment. Other defendants also filed motions to dismiss for failure to state a claim. On June 9, 2016, the court granted in part and denied in part the Company’s and other defendants’ motions to dismiss. Plaintiffs filed an amended complaint on June 30, 2016, and the Company and other defendants filed answers to the amended complaint on July 22, 2016. On September 1, 2016, the Company filed a motion to stay the Witchko Action. On September 8, 2016, the court issued an order denying the Company’s motion. Document production in the Witchko Action is being coordinated with production in the SDNY Consolidated Securities Class Action. On December 3, 2015, the Company was named as a nominal defendant and certain of its former officers and directors were named as defendants in a shareholder derivative action filed in the Circuit Court for Baltimore City in Maryland, captioned Frampton v. Schorsch, et al., No. 24-C-15-006269 (the “Frampton Action”). The Frampton Action seeks money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty and contribution and indemnification. The Company filed a motion to stay the Frampton Action on March 7, 2016. That motion is fully briefed and pending before the court and a conference is scheduled on November 3, 2016. On June 10, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in the Supreme Court of the State of New York, captioned Kosky v. Schorsch, et al., No. 653093/2016 (the “Kosky Action”). The Kosky Action seeks money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty, negligence, and breach of contract. On October 6, 2016, the parties filed a stipulation staying the Kosky Action until final resolution of the SDNY Consolidated Securities Class Action. On October 6, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in United States District Court for the District of Maryland, captioned Meloche v. Schorsch, et al., 16-cv-03366 (the “Meloche Action”). The Meloche Action seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty and negligence. The Company is required to respond to the complaint by January 13, 2017. The Company has not reserved amounts for any of the litigation or investigation matters above either because it has not concluded that a loss is probable in the matter or because it believes that any probable loss or reasonably possible range of loss is not reasonably estimable at this time. The Company is currently unable to reasonably estimate a range of reasonably possible loss because these matters involve significant uncertainties, including the complexity of the facts and the legal theory and the nature of the claims. 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. 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 the parties have engaged in 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. In December 2013, all Defendants filed a motion to dismiss the Poling Action, which was granted by the court in May 2015. Plaintiff appealed the decision to the Court of Special Appeals of Maryland, which affirmed the trial court’s order on May 3, 2016. A petition seeking further appellate review was subsequently denied by the Maryland Court of Appeals on August 22, 2016. Cole Litigation Matter 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 (in connection with the merger between a wholly owned subsidiary of Cole and Cole Holdings Corporation) 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 Office Leases October 1, 2016 - December 31, 2016 $ 3,722 $ 1,189 2017 14,651 4,727 2018 14,370 4,704 2019 14,223 4,769 2020 13,586 4,798 Thereafter 224,662 14,089 Total $ 285,214 $ 34,276 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 Cole REITs at or prior to the closing of the respective acquisition. As of September 30, 2016 , Cole Capital was a party to nine purchase and sale agreements with unaffiliated third-party sellers to purchase a 100% interest in 13 properties, subject to meeting certain criteria, for an aggregate purchase price of $290.0 million , exclusive of closing costs. As of September 30, 2016 , Cole Capital had $3.1 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 Cole REIT for amounts escrowed when the property is assigned to the respective Cole 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, 2016 | |
Equity [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, 2016 , the General Partner had approximately 974.2 million shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 974.2 million General Partner OP Units issued and outstanding as of September 30, 2016 , corresponding to the General Partner’s outstanding shares of Common Stock. Common Stock Offering On August 10, 2016, the Company issued 69.0 million shares of Common Stock in a public offering for net proceeds, after underwriting discounts and offering costs, of $702.5 million which were used in part to repay the 2016 Term Loan and amounts under the Credit Facility. Common Stock Continuous Offering Program On September 19, 2016, the Company registered a continuous equity offering program (the “Program”) pursuant to which the Company can offer and sell, from time to time through September 19, 2019 in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million , through its sales agents. The Company intends to use the proceeds from any sale of shares for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As of September 30, 2016 , no shares of Common Stock have been issued pursuant to the Program. Preferred Stock and Preferred OP Units Series F Preferred Stock On January 3, 2014, in connection with the merger of American Realty Capital Trust IV, Inc. with and into a subsidiary of the OP (the “ARCT IV Merger”), 42.2 million shares of Series F Preferred Stock were issued by the Company, 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, 2016 , 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 Stock pays cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share 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 General Partner 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 trades on the NYSE under the symbol “VER PRF”. The Series F Preferred Units contain the same terms as the Series F Preferred Stock. Limited Partner OP Units As of September 30, 2016 , the Operating Partnership had approximately 23.75 million Limited Partner OP Units outstanding, following the redemption of 15,450 Limited Partner OP Units, owned by a party unaffiliated with the Former Manager, for shares of the Company's Common Stock pursuant to the terms of the LPA. As of December 31, 2015 , the Operating Partnership had approximately 23.76 million Limited Partner OP Units outstanding. As of September 30, 2016 , the Company has received redemption requests totaling approximately 13.1 million Limited Partner OP Units from certain affiliates of the Former Manager, which would have been redeemable for a corresponding number of common shares. The Company believes it has potential claims against recipients of those OP Units and has 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, since October 15, 2015, the OP has not paid distributions in respect of a substantial portion of the outstanding Limited Partner OP Units when the Common Stock dividends were otherwise paid. Common Stock Dividends On August 1, 2016, the Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common stock (equaling an annualized dividend rate of $0.55 per share) for the third quarter of 2016 to stockholders of record as of September 30, 2016, which was paid on October 17, 2016. An equivalent distribution by the Operating Partnership is applicable per OP unit. 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, 2016 , the General Partner repurchased 424,726 shares to satisfy the federal and state tax withholding on behalf of employees. |
Equity-based Compensation
Equity-based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
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 (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 has 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, 2016 , the General Partner had cumulatively awarded under its Equity Plan approximately 4.1 million Restricted Shares, net of the forfeiture of 3.6 million Restricted Shares through that date, 3.4 million Restricted Stock Units, net of the forfeiture of 0.5 million Restricted Stock Units through that date, and 0.2 million Deferred Stock Units, collectively representing approximately 7.7 million shares of Common Stock. Accordingly, as of such date, approximately 92.1 million additional shares were available for future issuance. Restricted Shares The Company has issued Restricted Shares to certain employees and non-executive directors beginning in 2011. 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 was measured based upon the fair value of goods or services received or the equity instruments granted, whichever was more reliably determinable, and was expensed in full at the date of grant. During the three and nine months ended September 30, 2016 , the Company recorded $0.4 million and $1.3 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, 2016 : Restricted Shares Weighted-Average Grant Date Fair Value Unvested shares, December 31, 2015 1,239,662 $ 13.86 Vested (434,004 ) $ 14.19 Forfeited (89,955 ) $ 14.08 Unvested shares, September 30, 2016 715,703 $ 13.64 Time-Based Restricted Stock Units Under the Equity Plan, the Company may award Restricted Stock Units to 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, 2016 , the Company recorded $0.9 million and $2.5 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 The Company may award 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 on the grant date and will be settled with Common Stock either on the earlier of the date on which the respective director separates from the Company or the third anniversary of the grant date, or if granted pursuant to the director’s voluntary election to participate in the director’s deferred compensation program, on the date the director separates from the Company. The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed over the requisite service period or on the grant date for awards with no requisite service period. During the three and nine months ended September 30, 2016 , the Company recorded $34,000 and $0.7 million of expense related to 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, 2016 . Time-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Deferred Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2015 589,138 $ 9.61 — $ — Granted 736,427 7.82 79,208 9.18 Vested (184,455 ) 9.70 (79,208 ) 9.18 Forfeited (35,377 ) 8.71 — — Unvested units, September 30, 2016 1,105,733 $ 8.43 — $ — Market-Based Restricted Stock Units During the year ended December 31, 2015, the General Partner awarded Restricted Stock Units to certain employees under the Equity Plan that were contingent upon the Common Stock reaching a certain market price (the “Market-Based Restricted Stock Units”). The Market-Based Restricted Stock Units were contingent upon the closing price of the Common Stock equaling or exceeding $10 per share for 20 consecutive trading days (the “Market Condition”) and the grantee’s continued employment as of such date on which the Market Condition was met. On July 28, 2016, 610,839 Market-Based Restricted Stock Units vested, of which 199,858 shares were withheld to cover grantees’ tax withholding obligations, resulting in 410,981 shares being issued. The fair value and derived service period of the Market-Based Restricted Stock Units as of their grant date was determined using a Monte Carlo simulation, which took into account multiple input variables that determine the probability of satisfying the Market Condition. The method required the input of assumptions, including the future dividend yield and expected volatility of the Common Stock. Compensation expense was recognized on a straight-line basis over the derived service period regardless of whether the Market Condition was satisfied, provided that the requisite service condition had been achieved. The Market-Based Restricted Stock Units were fully expensed during the year ended December 31, 2015, however the Company recorded contra-expense due to the forfeiture of such awards. During the three and nine months ended September 30, 2016 , the Company recorded contra-expense of $0.1 million and $0.8 million , respectively, related to forfeitures of 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 The General Partner may award long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to 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 generally over a three year 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 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. During the three and nine months ended September 30, 2016 , the Company recorded $1.3 million and $3.3 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, 2016 . Market-Based Restricted Stock Units Weighted-Average Grant Date Fair Value LTI Target Awards Weighted-Average Grant Date Fair Value Unvested units, December 31, 2015 704,804 $ 8.58 731,448 $ 11.38 Granted — — 855,471 7.14 Vested (610,839 ) 8.58 (3,362 ) 11.77 Forfeited (93,965 ) 8.58 (52,109 ) 11.24 Unvested units, September 30, 2016 — $ — 1,531,448 $ 9.01 |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements Cole Capital Cole Capital is contractually responsible for managing the Cole REITs’ affairs on a day-to-day basis, identifying and making acquisitions and investments on the Cole REITs’ behalf, and recommending to the respective board of directors of each of the Cole REITs an approach for providing investors with liquidity. In addition, the Company distributes the shares of common stock for certain Cole 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 Cole REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. Offering-Related Revenue The Company generally receives a selling commission, dealer manager fee and/or a distribution and stockholder servicing fee based on the gross offering proceeds related to the sale of shares of the Cole REITs’ common stock in their primary offerings. The Company has reallowed 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 Cole 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 Cole REITs’ common stock are paid for in advance by the Company and subject to reimbursement by the Cole 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. Expenses paid on behalf of the Cole 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 rent and tenant receivables and other assets, net in the accompanying consolidated 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 Cole REITs’ respective offerings and reserves for any balances considered not collectible. Additional reserves are generally recorded if actual proceeds raised from the offerings and corresponding program development costs incurred differ from management’s assumptions. As of September 30, 2016 and December 31, 2015 , the Company had organization and offering costs recorded as program development costs, included in rent and tenant receivables and other assets, net in the consolidated balance sheets, of $12.3 million and $12.9 million , respectively, which were net of reserves of $18.8 million and $34.8 million , respectively. The following table shows the offering fee summary information for the Cole REITs as of September 30, 2016 : Program Selling Commissions (1) Dealer Manager Fees (2) Annual Distribution and Stockholder Servicing Fee (2) Open Programs (3) CCPT V Class A Shares 7% 2% —% Class T Shares (4) 3% 2% 0.8% (5) (6) INAV (7) Wrap Class Shares —% 0.55% (6) —% Advisor Class Shares up to 3.75% 0.55% (6) 0.5% (6) Institutional Class Shares —% 0.25% (6) —% CCIT III (8) Class A Shares 7% 2% —% Class T Shares 3% 2% 1% (6) _______________________________________________ (1) The Company reallowed 100% of selling commissions earned to participating broker-dealers during the three and nine months ended September 30, 2016 and 2015. (2) The Company may reallow all or a portion of its dealer manager fee and/or a distribution and stockholder servicing fee to participating broker-dealers as a marketing and due diligence expense reimbursement. (3) CCIT II closed its offering during the three months ended September 30, 2016. The program’s fee structure was similar to that of CCPT V. (4) Commencing on April 29, 2016, CCPT V began offering Class T shares of common stock in addition to the class of shares of common stock previously offered (now referred to as Class A shares). (5) Subsequent to September 30, 2016 , the distribution and stockholder servicing fee was amended to be 1.0% . (6) Fees are accrued daily in the amount of 1/365 th of a percentage of the estimated per share NAV and payable monthly in arrears. The maximum amount of the distribution and stockholder servicing fee with respect to sales of Class T shares is 4.0% of the gross offering proceeds for CCPT V and CCIT III. (7) In connection with the INAV offering, the Company receives selling commissions, an asset-based dealer manager fee and/or an asset-based distribution and stockholder servicing fee, all based on the net asset value for each class of common stock. (8) On September 22, 2016, the registration statement for the initial public offering of CCIT III was declared effective by the SEC, consisting of Class A shares of common stock and Class T shares of common stock. Transaction Service Revenue The Company earns acquisition fees related to the acquisition, development or construction of properties on behalf of certain of the Cole 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 Cole REIT and other affiliates. The following table shows the transaction-related fees for the Cole REITs and other real estate programs as of September 30, 2016 : Program Acquisition Fees (1) Disposition Fees Performance Fees (2) Financing Coordination Fee (3) Open Programs CCPT V 2% 1% 15% — INAV — — — — CCIT III 2% 1% 15% 1% Closed Programs CCIT II 2% 1% 15% — 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 Cole REIT 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 a 6% annual cumulative, non-compounded return ( 8% in the case of CCIT II and CCPT IV). (3) Financing coordination fee payable for services in connection with the origination, assumption, or refinancing for any debt (other than loans advanced by the Company) to acquire properties or make other permitted investments. Management Service Revenue The Company earns advisory and asset and property management fees from certain Cole 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 Cole REITs as of September 30, 2016 : Program Asset Management / Advisory Fees (1) Performance Fees (2) Open Programs CCPT V 0.65% - 0.75% — INAV 0.90% 25% CCIT III 0.65% - 0.75% — Closed Programs CCIT II 0.65% - 0.75% — 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) The performance fee is limited to 10% of the aggregate total return, for each class, for any individual year. The table below reflects the revenue earned from the Cole REITs (including closed programs, as applicable) and joint ventures for the three and nine months ended September 30, 2016 and 2015 (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Offering-related fees and reimbursements Selling commissions (1) $ 5,008 $ 3,328 $ 18,112 $ 8,345 Dealer manager and distribution fees (2) 2,237 1,258 7,292 3,143 Reimbursement revenue 2,300 1,264 7,446 2,995 Offering-related fees and reimbursements 9,545 5,850 32,850 14,483 Transaction service fees and reimbursements Acquisition fees 2,813 6,233 8,273 14,913 Disposition fees (3) — — — 4,350 Reimbursement revenues 686 403 2,024 1,594 Transaction service fees and reimbursements 3,499 6,636 10,297 20,857 Management fees and reimbursements Asset and property management fees and leasing fees 53 108 159 332 Advisory and performance fee revenue 13,011 10,998 37,621 32,674 Reimbursement revenues 4,430 2,882 12,803 8,503 Management fees and reimbursements 17,494 13,988 50,583 41,509 Interest income on Affiliate Lines of Credit — 306 308 967 Total related party revenues (4) $ 30,538 $ 26,780 $ 94,038 $ 77,816 ___________________________________ (1) The Company reallowed 100% of selling commissions earned to participating broker-dealers during the three and nine months ended September 30, 2016 and 2015. (2) During the three and nine months ended September 30, 2016 , the Company reallowed $0.9 million and $2.8 million , respectively, of dealer manager fees and/or distribution and stockholder servicing fees to participating broker dealers as a marketing and due diligence expense reimbursement. During the three and nine months ended September 30, 2015 , the Company reallowed $0.6 million and $1.3 million , respectively, of such fees. (3) The Company earned a disposition fee of $4.4 million on behalf of CCIT when CCIT merged with Select Income REIT on January 29, 2015. (4) Total related party revenues excludes fees earned from 1031 real estate programs of $0.5 million and $1.1 million for the three and nine months ended September 30, 2016 , respectively and fees earned from 1031 real estate programs of $1.1 million and $4.7 million for the three and nine months ended September 30, 2015 , respectively. Investment in the Cole REITs As of September 30, 2016 and December 31, 2015 , the Company owned aggregate equity investments of $6.1 million and $4.1 million , respectively, in the Cole REITs and other affiliated offerings. The Company accounts for these investments using the equity method of accounting which requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Cole REIT’s earnings and distributions. The Company records its proportionate share of net income from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. During the three and nine months ended September 30, 2016 , the Company recognized $1,000 and $128,000 of net loss, respectively, from the Cole REITs. During the three and nine months ended September 30, 2015 , the Company recognized $27,000 of net loss and $63,000 of net income, respectively, from the Cole REITs. The table below presents certain information related to the Company’s investments in the Cole REITs as of September 30, 2016 (carrying amount in thousands): September 30, 2016 Cole REIT % of Outstanding Shares Owned Carrying Amount of Investment CCPT V 1.00% $ 1,448 INAV 0.09% 143 CCIT II 0.44% 1,299 CCIT III 100% 2,697 CCPT IV 0.01% 115 Funds not yet in offering N/A 400 $ 6,102 Due to Affiliates Due to affiliates, as reported in the accompanying consolidated balance sheets, was $0.2 million as of December 31, 2015 , related to amounts due to the Cole REITs for expense reimbursements. As of September 30, 2016 , there was no such balance due to affiliates. Due from Affiliates As of each of September 30, 2016 and December 31, 2015 , $10.6 million was expected to be collected from affiliates, excluding balances from the Cole REITs’ lines of credit, discussed below, related to services provided by the Company and expenses subject to reimbursement by the Cole REITs in accordance with their respective advisory and property management agreements. On September 23, 2016, the Company entered into a $30.0 million revolving line of credit (the “Subordinate Promissory Note”) with Cole Corporate Income Operating Partnership III, LP (“CCI III OP”), the operating partnership of CCIT III (the “Subordinate Promissory Note Agreement”) . The Subordinate Promissory Note bears variable interest rates of one-month LIBOR plus the Credit Facility Margin (as defined in the Subordinate Promissory Note Agreement), which ranges from 2.20% to 2.75% , plus 1.75% and matures on September 22, 2017. As of September 30, 2016 , the Subordinate Promissory Note had an interest rate of 5.05% and $10.3 million was outstanding. As of December 31, 2015 , the Company had revolving line of credit agreements in place with CCIT II and CCPT V (the “Affiliate Lines of Credit”) that provided for maximum borrowings of $60.0 million to each of CCIT II and CCPT V and bore variable interest rates of one-month LIBOR plus 2.20% . As of December 31, 2015 , there was $50.0 million outstanding on the Affiliate Lines of Credit. During the nine months ended September 30, 2016 , the Affiliate Lines of Credit had matured and no amounts were outstanding as of September 30, 2016 . |
Net Income (Loss) Per Share_Uni
Net Income (Loss) Per Share/Unit | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share/Unit | Net Income (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 U.S. GAAP and, therefore, are included in the computation of earnings per share under the two-class computation 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 computation method is an earnings allocation formula that determines earnings per share for each class of shares of Common Stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. Net Income (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, 2016 and 2015 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income (loss) attributable to the General Partner $ 29,495 $ 7,529 $ (80,445 ) $ (128,963 ) Dividends to preferred shares and units (17,973 ) (17,974 ) (53,919 ) (53,920 ) Net income (loss) available to the General Partner 11,522 (10,445 ) (134,364 ) (182,883 ) Earnings allocated to participating securities (154 ) (217 ) (400 ) (222 ) Income attributable to limited partners 739 — — — Net Income (loss) attributable to common stockholders and limited partners used in basic and diluted net income (loss) per share $ 12,107 $ (10,662 ) $ (134,764 ) $ (183,105 ) Weighted average number of common stock outstanding - basic 943,480,170 903,461,323 917,233,898 903,267,282 Effect of Limited Partner OP Units and dilutive securities 25,206,373 — — — Weighted average number of common stock outstanding - diluted 968,686,543 903,461,323 917,233,898 903,267,282 Basic and diluted net income (loss) per share attributable to common stockholders and limited partners $ 0.01 $ (0.01 ) $ (0.15 ) $ (0.20 ) For the nine months ended September 30, 2016 , diluted net loss per share attributable to common stockholders excludes approximately 0.9 million of unvested Restricted Shares and Restricted Stock Units and approximately 23.8 million OP Units as the effect would have been antidilutive. For the three and nine months ended September 30, 2015 , diluted net loss attributable to common stockholders excludes approximately 2.2 million and 2.3 million , respectively, of unvested Restricted Shares and Restricted Stock Units and approximately 23.8 million OP Units as the effect would have been antidilutive. Net Income (Loss) Per Unit The following is a summary of the basic and diluted net loss per unit attributable to common unitholders, which includes all common general partner unitholders and limited partner unitholders. The computation for the OP for the three and nine months ended September 30, 2016 and 2015 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income (loss) attributable to the Operating Partnership $ 30,234 $ 7,737 $ (82,578 ) $ (132,458 ) Dividends to preferred units (17,973 ) (17,974 ) (53,919 ) (53,920 ) Net income (loss) available to the Operating Partnership 12,261 (10,237 ) (136,497 ) (186,378 ) Earnings allocated to participating units (154 ) (217 ) (400 ) (222 ) Net Income (loss) attributable to common unitholders used in basic and diluted net income (loss) per unit $ 12,107 $ (10,454 ) $ (136,897 ) $ (186,600 ) Weighted average number of common units outstanding - basic 967,237,921 927,225,120 940,995,665 927,031,079 Effect of dilutive securities 1,448,622 — — — Weighted average number of common units outstanding - diluted 968,686,543 927,225,120 940,995,665 927,031,079 Basic and diluted net income (loss) per unit attributable to common unitholders $ 0.01 $ (0.01 ) $ (0.15 ) $ (0.20 ) For the nine months ended September 30, 2016 , diluted net loss per unit attributable to common unitholders excludes approximately 0.9 million of unvested Restricted Shares and Restricted Stock Units as the effect would have been antidilutive. For the three and nine months ended September 30, 2015 , diluted net loss attributable to common unitholders excludes approximately 2.2 million and 2.3 million , respectively, of unvested Restricted Shares and Restricted Stock Units as the effect would have been antidilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
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. Cole Capital Income Taxes Based on the above, Cole Capital’s business, substantially all of which is conducted through a TRS, recognized a provision of $0.1 million and a benefit of $3.3 million for the three and nine months ended September 30, 2016 , respectively, which are included in provision for income taxes in the accompanying consolidated statements of operations. A benefit of $0.7 million and $2.4 million was recognized for the three and nine months ended September 30, 2015 , respectively. REI Income Taxes The REI segment recognized a provision of $1.5 million and $4.7 million for the three and nine months ended September 30, 2016 , respectively, and a provision of $2.2 million and $7.2 million for the three and nine months ended September 30, 2015 , respectively, which are included in provision for income 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, 2016 and 2015 . Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, Canadian federal jurisdiction and various state and local 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, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The following events occurred subsequent to September 30, 2016 : Real Estate Investment Activity From October 1, 2016 through October 28, 2016, the Company sold nine properties for an aggregate gross sales price of $57.2 million , of which our share was $54.8 million and an estimated gain of $3.0 million . Common Stock Dividend On November 1, 2016, the Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common stock (equaling an annualized dividend rate of $0.55 per share) for the fourth quarter of 2016 to stockholders of record as of December 30, 2016, which will be paid on January 17, 2017. An equivalent distribution by the Operating Partnership is applicable per OP unit. Preferred Stock Dividend On November 1, 2016, the Company’s board of directors declared a monthly cash dividend to holders of the Series F Preferred Stock for January 2017 through March 2017 in respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below. The dividend for the Series F Preferred Stock accrues daily on a 360 -day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30 -day month. Period Record Date Payment Date December 15, 2016 - January 14, 2017 January 1, 2017 January 17, 2017 January 15, 2017 - February 14, 2017 February 1, 2017 February 15, 2017 February 15, 2017 - March 14, 2017 March 1, 2017 March 15, 2017 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 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, 2015 of the Company, which are included in the Company’s Annual Report on Form 10-K filed on February 24, 2016. There have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2016 . 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”) and U.S. GAAP. |
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, statements of operations, statements of comprehensive income (loss) and 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 in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. 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 shares of Common Stock issued and the carrying value of the OP Units converted is recorded as a component of equity. As of September 30, 2016 and December 31, 2015 , there were approximately 23.75 million and 23.76 million Limited Partner OP Units outstanding, respectively. 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, 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. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the 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 could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP. |
Reclassification | As described below, the following items previously reported have been reclassified to conform with the current period’s presentation. The land and construction in progress line item from prior periods has been combined into the land caption in the consolidated balance sheets. The gain on forgiveness of debt previously included in other income, net has been combined into the caption (loss) gain on extinguishment and forgiveness of debt, net in the consolidated statements of operations. Additionally, equity in income of unconsolidated joint ventures previously included in other income, net in the consolidated statements of operations has been included in a separate caption entitled equity in income and gain on disposition of unconsolidated entities. Insurance recoveries previously included in other income, net in the consolidated statements of operations has been included in litigation and other non-routine costs, net of insurance recoveries. |
Restricted Cash | The Company had $61.8 million and $59.8 million , respectively, in restricted cash as of September 30, 2016 and December 31, 2015 . Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company. |
Revenue Recognition - REI and Cole Capital | The Company’s revenues, which primarily consist of rental income and include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial non-cancelable term of the lease, are recognized when earned and collectability is reasonably assured. 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, straight-line 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 rent and tenant receivables and other assets, net, in the consolidated balance sheets. See Note 8 – Rent and Tenant Receivables and Other Assets, Net . Cost recoveries from tenants are included in 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, 2016 and December 31, 2015 , the Company had $70.9 million and $67.2 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 and in the consolidated statements of operations as a reduction to rental income. As of September 30, 2016 and December 31, 2015 , the Company maintained an allowance for uncollectible accounts of $8.3 million and $6.6 million , respectively. Revenue Recognition – Cole Capital Revenue includes securities sales commissions, dealer manager fees, distribution and stockholder servicing fees, real estate acquisition fees, financing coordination fees, property management fees, advisory fees, asset management fees and performance fees for services relating to the Cole REITs’ offerings and the investment and management of their respective assets, in accordance with the respective dealer manager and advisory agreements. The Company records dealer manager fees, excluding those related to INAV (as defined in Note 3 – Segment Reporting ), and securities sales commissions as revenue upon the sale of Cole REIT shares. Dealer manager fees from the sale of INAV shares and distribution and stockholder servicing fees are recorded as revenue when the fees are fixed or determinable. The Company records revenue related to acquisition and financing coordination fees upon completion of a transaction and advisory, asset and property management fees as services are performed. The Company is also reimbursed for certain costs incurred in providing these services. Securities sales commissions and dealer manager reimbursements are recorded as revenue as the expenses are incurred, as long as reimbursement is reasonably assured. 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. The Company also reallows 100% of selling commissions earned to participating broker-dealers. Refer to Note 17 – Related Party Transactions and Arrangements for further discussion. In addition, the Company earns property management, asset management and disposition fees from certain joint ventures and other real estate programs. |
Acquisition Related Expenses and Litigation and Other Non-routine Costs | All costs incurred as a result of a business combination are classified as acquisition related expenses or other non-routine transaction related expenses 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 litigation resulting therefrom and other non-routine transactions are included in litigation and other non-routine costs, net of insurance recoveries in the consolidated statements of operations. The Company has also incurred legal fees and other costs associated with the Audit Committee Investigation (defined below) and the litigations and investigations resulting therefrom, which are considered non-routine. The Company has directors’ and officers’ insurance and the insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. |
Income Taxes | The General Partner currently qualifies and has elected to be taxed as a REIT for U.S. 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 deduction for dividends paid 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 U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for U.S. 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, 2016 , 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 business activities through a TRS. 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, the 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 U.S. Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, (“ASU”) 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, ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), 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 has identified its revenue streams and is in the process of evaluating the impact on its financial statements and internal accounting processes; however, as the majority of the Company’s revenue is derived from real estate lease contracts, as discussed in relation to ASU 2016-02 Leases (Topic 842) (“ASU 2016-02”), the Company does not expect that the adoption of ASU 2014-09 or related amendments and modifications issued by the FASB will have a material impact on its financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments (Subtopic 825-10) , which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact that this new guidance will have on its financial statements. In February 2016, the FASB issued ASU 2016-02, which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than 12 months, with the result being the recognition of a right of use asset and a lease liability and the disclosure of key information about the entity's leasing arrangements. ASU 2016-02 retains a distinction between finance leases (i.e., capital leases under current U.S. GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current U.S. GAAP. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective approach is required for existing leases that have not expired upon adoption. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (Topic 815). The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvement to Employee Share-Based Payment Accounting (“ASU 2016-09”), which affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. The guidance will be effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. The Company elected to early adopt this guidance during the first quarter of 2016, which did not have a material effect on the Company’s consolidated financial statements. In connection with the adoption, the Company modified the consolidated statement of changes in equity to include the line item cumulative-effect adjustment for equity-based compensation forfeitures, which represents application of the accounting change on a modified retrospective basis. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to address diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues as well as application of the predominance principle (dependence on predominant source or use of receipt or payment) and are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. ASU 2016-15 requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact this amendment will have on its consolidated financial statements. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Litigation and Other Non-Routine Transaction Related Expenses | Litigation and other non-routine costs include the following costs (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Litigation and other non-routine costs: Audit Committee Investigation and related matters (1) $ 5,221 $ 9,251 $ 13,413 $ 38,953 Legal fees and expenses 59 (294 ) (2) 155 2,659 (3) Other fees and expenses — — — 632 Total costs incurred 5,280 8,957 13,568 42,244 Insurance recoveries (650 ) (925 ) (11,196 ) (925 ) Total $ 4,630 $ 8,032 $ 2,372 $ 41,319 ___________________________________ (1) Includes all fees and costs associated with the previously-announced investigation conducted by the audit committee (the “Audit Committee”) of the General Partner’s board of directors (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 advancement obligations. (2) 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. (3) Primarily relates to fees incurred in connection with a legal matter resolved in early 2014. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 REI segment: Revenues: Rental income $ 303,383 $ 333,766 $ 928,706 $ 1,017,708 Direct financing lease income 494 659 1,598 2,097 Operating expense reimbursements 27,969 22,983 77,862 71,269 Total real estate investment revenues 331,846 357,408 1,008,166 1,091,074 Operating expenses: Acquisition related 90 1,690 334 4,976 Litigation and other non-routine costs, net of insurance recoveries 4,630 8,032 2,372 41,319 Property operating 34,820 31,950 107,832 95,547 General and administrative 12,069 15,848 37,998 48,045 Depreciation and amortization 187,897 200,158 574,124 620,068 Impairment of real estate 6,872 — 176,214 85,341 Total operating expenses 246,378 257,678 898,874 895,296 Operating income 85,468 99,730 109,292 195,778 Other (expense) income: Interest expense (79,869 ) (89,530 ) (242,763 ) (275,801 ) (Loss) gain on extinguishment and forgiveness of debt, net (2,003 ) — (1,751 ) 5,302 Other income, net 1,649 1,903 3,433 8,179 Equity in income and gain on disposition of unconsolidated entities 212 6,837 10,686 8,340 Loss on derivative instruments, net (2,023 ) (1,420 ) (3,286 ) (2,137 ) Total other expenses, net (82,034 ) (82,210 ) (233,681 ) (256,117 ) Income (loss) before taxes and real estate dispositions 3,434 17,520 (124,389 ) (60,339 ) Gain (loss) on disposition of real estate, net 28,111 (6,542 ) 45,723 (62,584 ) Income (loss) before taxes 31,545 10,978 (78,666 ) (122,923 ) Provision for income taxes (1,539 ) (2,238 ) (4,695 ) (7,211 ) Net income (loss) $ 30,006 $ 8,740 $ (83,361 ) $ (130,134 ) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Cole Capital segment: Revenues: Offering-related fees and reimbursements $ 9,545 $ 5,850 $ 32,850 $ 14,483 Transaction service fees and reimbursements 3,779 7,400 10,639 24,696 Management fees and reimbursements 17,745 14,296 51,299 42,390 Total Cole Capital revenues 31,069 27,546 94,788 81,569 Operating expenses: Cole Capital reallowed fees and commissions 5,897 3,896 20,940 9,637 Acquisition related — 74 39 533 General and administrative 17,692 16,994 54,257 51,861 Depreciation and amortization 7,276 8,384 22,702 25,128 Total operating expenses 30,865 29,348 97,938 87,159 Operating income (loss) 204 (1,802 ) (3,150 ) (5,590 ) Total other income, net 95 465 589 2,076 Income (loss) before taxes 299 (1,337 ) (2,561 ) (3,514 ) (Provision for) benefit from income taxes (59 ) 738 3,321 2,387 Net income (loss) $ 240 $ (599 ) $ 760 $ (1,127 ) Total Company: Total revenues $ 362,915 $ 384,954 $ 1,102,954 $ 1,172,643 Total operating expenses $ (277,243 ) $ (287,026 ) $ (996,812 ) $ (982,455 ) Total other expense, net $ (81,939 ) $ (81,745 ) $ (233,092 ) $ (254,041 ) Net income (loss) $ 30,246 $ 8,141 $ (82,601 ) $ (131,261 ) Total Assets September 30, 2016 December 31, 2015 REI segment $ 15,668,974 $ 16,966,729 Cole Capital segment 388,846 439,137 Total Company $ 16,057,820 $ 17,405,866 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the Company’s goodwill activity by segment during the nine months ended September 30, 2016 and 2015 (in thousands): REI Segment Cole Capital Segment Consolidated Balance as of December 31, 2015 $ 1,410,631 $ 245,743 $ 1,656,374 Goodwill allocated to dispositions and held for sale assets (1) (2) (53,764 ) — (53,764 ) Balance as of September 30, 2016 $ 1,356,867 $ 245,743 $ 1,602,610 REI Segment Cole Capital Segment Consolidated 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 gain (loss) on disposition of real estate, net , in the consolidated statement of operations. (2) Include s $51.5 million of goodwill allocated to the cost basis of properties disposed of and classified as held for sale as discussed in Note 5 – Real Estate Investments and $2.3 million of goodwill allocated to the cost basis of two properties foreclosed upon as discussed in Note 10 – Debt during the nine months ended September 30, 2016 . |
Schedule of Intangible Assets | Intangible lease assets and liabilities of the Company consisted of the following as of September 30, 2016 and December 31, 2015 (amounts in thousands, except weighted-average useful life): Weighted-Average Useful Life September 30, 2016 December 31, 2015 Intangible lease assets: In-place leases, net of accumulated amortization of $469,617 and $398,770, respectively 14.8 $ 1,246,392 $ 1,458,354 Leasing commissions, net of accumulated amortization of $1,681 and $1,035, respectively 9.5 8,541 4,872 Above-market leases, net of accumulated amortization of $63,952 and $47,041, respectively 16.6 282,893 308,306 Total intangible lease assets, net $ 1,537,826 $ 1,771,532 Intangible lease liabilities: Below-market leases, net of accumulated amortization of $52,027 and $38,340, respectively 18.0 $ 229,340 $ 251,692 |
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 next five years as of September 30, 2016 (amounts in thousands) : October 1, 2016 - December 31, 2016 2017 2018 2019 2020 In-place leases: Total projected to be included in amortization expense $ 41,368 $ 149,340 $ 136,656 $ 125,238 $ 116,997 Leasing Commissions Total projected to be included in amortization expense 271 1,167 979 901 850 Above-market lease assets: Total projected to be deducted from rental income 6,371 24,995 24,460 22,529 22,087 Below-market lease liabilities: Total projected to be included in rental income 6,629 20,114 19,787 19,049 17,857 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 2015 Real estate investments, at cost: Land $ 4,215 $ 4,187 Buildings, fixtures and improvements 14,555 5,258 Total tangible assets 18,770 9,445 Acquired intangible assets: In-place leases 1,182 717 Above-market leases — 153 Assumed intangible liabilities: Below-market leases — (108 ) Total purchase price of assets acquired $ 19,952 $ 10,207 |
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, 2016 - December 31, 2016 $ 268,066 $ 1,001 2017 1,131,536 3,818 2018 1,108,872 3,016 2019 1,068,910 2,397 2020 1,031,688 2,023 Thereafter 7,574,101 5,893 Total $ 12,183,173 $ 18,148 ____________________________________ (1) 33 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 Office Leases October 1, 2016 - December 31, 2016 $ 3,722 $ 1,189 2017 14,651 4,727 2018 14,370 4,704 2019 14,223 4,769 2020 13,586 4,798 Thereafter 224,662 14,089 Total $ 285,214 $ 34,276 |
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, 2016 - December 31, 2016 $ 268,066 $ 1,001 2017 1,131,536 3,818 2018 1,108,872 3,016 2019 1,068,910 2,397 2020 1,031,688 2,023 Thereafter 7,574,101 5,893 Total $ 12,183,173 $ 18,148 ____________________________________ (1) 33 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, 2016 and December 31, 2015 are as follows (in thousands): September 30, 2016 December 31, 2015 Future minimum lease payments receivable $ 18,148 $ 21,993 Unguaranteed residual value of property 28,235 31,562 Unearned income (5,598 ) (7,243 ) Net investment in direct financing leases $ 40,785 $ 46,312 |
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, 2016 (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% $ 6,108 Cole/Faison JV Bethlehem GA, LLC Faison-Winder Investors, LLC 90% 12,501 $ 18,609 _______________________________________________ (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 $6.5 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 Fai34
Investment Securities, at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and December 31, 2015 (in thousands): September 30, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 48,509 $ 1,556 $ (1,967 ) $ 48,098 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value CMBS $ 52,115 $ 2,169 $ (980 ) $ 53,304 |
Schedule of Maturity of CMBS | The scheduled maturity of the Company’s CMBS as of September 30, 2016 are as follows (in thousands): September 30, 2016 Amortized Cost Fair Value Due within one year $ — $ — Due after one year through five years 21,489 22,066 Due after five years through 10 years 12,725 10,805 Due after 10 years 14,295 15,227 Total $ 48,509 $ 48,098 |
Mortgage Notes Receivable (Tabl
Mortgage Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Mortgage Notes Receivable | The following table details the mortgage notes receivable as of September 30, 2016 (dollar amounts in thousands): Outstanding Balance Carrying Value Interest Rate Range Maturity Date Range $ 24,996 $ 23,014 5.9 % – 7.2% May 2020 – January 2033 |
Schedule of Aggregate Principal Payments Due on Mortgage Notes Receivable | The following table summarizes the scheduled aggregate principal payments due to the Company on the mortgage notes receivable subsequent to September 30, 2016 (in thousands): Outstanding Balance Due within one year $ 1,057 Due after one year through five years 5,357 Due after five years through 10 years 6,919 Due after 10 years (1) 15,523 Total $ 28,856 ____________________________________ (1) Includes additional $3.9 million of interest that will be capitalized into the outstanding balance of the mortgage note receivable subsequent to September 30, 2016 . |
Rent and Tenant Receivables a36
Rent and Tenant Receivables and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Rent and Tenant Receivables and Other Assets, Net | Rent and tenant receivables and other assets, net consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Accounts receivable, net (1) $ 48,682 $ 44,798 Straight-line rent receivable 196,669 161,079 Deferred costs, net (2) 18,443 26,110 Prepaid expenses 13,269 9,773 Leasehold improvements, property and equipment, net (3) 16,845 18,180 Restricted escrow deposits 3,123 1,190 Deferred tax asset and tax receivable 27,529 25,287 Program development costs, net (4) 12,268 12,855 Interest rate swap assets, at fair value — 1,892 Other assets 2,701 2,473 Total $ 339,529 $ 303,637 ___________________________________ (1) Allowance for doubtful accounts was $8.3 million and $6.6 million as of September 30, 2016 and December 31, 2015 , respectively. (2) Amortization expense for deferred costs related to the revolving credit facility totaled $2.6 million and $7.8 million for the three and nine months ended September 30, 2016 , respectively, and $2.6 million and $8.1 million for the three and nine months ended September 30, 2015 , respectively. Accumulated amortization for deferred costs related to the revolving credit facility were $27.2 million and $19.4 million as of September 30, 2016 and December 31, 2015 , respectively. (3) Amortization expense for leasehold improvements totaled $0.3 million and $0.9 million for the three and nine months ended September 30, 2016 , respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2015 , respectively. Accumulated amortization was $3.5 million and $2.6 million as of September 30, 2016 and December 31, 2015 , respectively. Depreciation expense for property and equipment totaled $0.6 million and $1.6 million for the three and nine months ended September 30, 2016 , respectively, and $0.5 million and $1.5 million for the three and nine months ended September 30, 2015 , respectively. Accumulated depreciation was $5.3 million and $3.7 million as of September 30, 2016 and December 31, 2015 , respectively. (4) As of September 30, 2016 and December 31, 2015 , the Company had reserves of $18.8 million and $34.8 million , respectively, relating to the program development costs. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
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, based on market rates of the Company’s positions and other observable interest rates as discussed in Note 6 – Investment Securities, at Fair Value and Note 11 – Derivatives and Hedging Activities , as of September 30, 2016 and December 31, 2015 , 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, 2016 Assets: CMBS $ — $ — $ 48,098 $ 48,098 Liabilities: Derivative liabilities $ — $ (8,194 ) $ — $ (8,194 ) Level 1 Level 2 Level 3 Balance as of December 31, 2015 Assets: CMBS $ — $ — $ 53,304 $ 53,304 Derivative assets — 1,892 — 1,892 Total assets $ — $ 1,892 $ 53,304 $ 55,196 Liabilities: Derivative liabilities $ — $ (6,922 ) $ — $ (6,922 ) |
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, 2016 and 2015 (in thousands): CMBS Beginning balance, December 31, 2015 $ 53,304 Total gains and losses: Unrealized loss included in other comprehensive income, net (1,599 ) Purchases, issuances, settlements and amortization: Principal payments received (3,786 ) Amortization included in net income 179 Ending Balance, September 30, 2016 $ 48,098 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 |
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, 2016 and 2015 (in thousands): CMBS Beginning balance, December 31, 2015 $ 53,304 Total gains and losses: Unrealized loss included in other comprehensive income, net (1,599 ) Purchases, issuances, settlements and amortization: Principal payments received (3,786 ) Amortization included in net income 179 Ending Balance, September 30, 2016 $ 48,098 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 |
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, 2016 Fair Value at September 30, 2016 Carrying Amount at December 31, 2015 Fair Value at December 31, 2015 Assets: Mortgage notes receivable 3 $ 23,014 $ 31,963 $ 24,238 $ 31,842 Liabilities (1) : Mortgage notes payable and other debt, net 2 $ 2,878,774 $ 2,972,148 $ 3,133,005 $ 3,240,153 Corporate bonds, net 2 2,247,893 2,334,291 2,547,255 2,580,786 Convertible debt, net 2 985,866 1,010,722 982,217 1,007,042 Credit facility 2 500,000 496,814 1,460,000 1,536,264 Total liabilities $ 6,612,533 $ 6,813,975 $ 8,122,477 $ 8,364,245 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs |
Summary of Impairment Charges by Asset Class | The following table presents the impairment charges by asset class recorded during the nine months ended September 30, 2016 (dollar amounts in thousands): Nine Months Ended September 30, 2016 Properties impaired (1) 139 Asset classes impaired: Investment in real estate assets, net $ 176,635 Below-market lease liabilities, net (421 ) Total impairment loss $ 176,214 _______________________________________________ (1) Includes 35 properties disposed of during the nine months ended September 30, 2016 . |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table summarizes the carrying value of debt as of September 30, 2016 and December 31, 2015 , and the debt activity for the nine months ended September 30, 2016 (in thousands): Nine Months Ended September 30, 2016 Balance as of December 31, 2015 Debt Issuances Repayments, Extinguishment and Assumptions (Accretion) and Amortization Balance as of September 30, 2016 Mortgage notes payable: Outstanding balance $ 3,039,882 $ 1,450 $ (227,503 ) (1) $ — $ 2,813,829 Net premiums (2) 59,402 — (1,364 ) (1) (16,229 ) 41,809 Deferred costs (21,020 ) (27 ) 510 (1) 2,973 (17,564 ) Other debt: Outstanding balance 33,463 — (10,453 ) — 23,010 Premium (2) 258 — — (132 ) 126 Mortgages and other debt, net 3,111,985 1,423 (238,810 ) (13,388 ) 2,861,210 Corporate bonds: Outstanding balance 2,550,000 1,000,000 (1,300,000 ) — 2,250,000 Discount (3) (2,745 ) — 73 565 (2,107 ) Deferred costs (10,922 ) (17,128 ) 1,898 3,416 (22,736 ) Corporate bonds, net 2,536,333 982,872 (1,298,029 ) 3,981 2,225,157 Convertible debt: Outstanding balance 1,000,000 — — — 1,000,000 Discount (3) (17,779 ) — — 3,645 (14,134 ) Deferred costs (19,327 ) — — 4,152 (15,175 ) Convertible debt, net 962,894 — — 7,797 970,691 Credit facility: Outstanding balance 1,460,000 783,000 (1,743,000 ) — 500,000 Deferred costs (4) (11,410 ) — 4,314 3,104 (3,992 ) Credit facility, net 1,448,590 783,000 (1,738,686 ) 3,104 496,008 2016 Term Loan: Outstanding balance — 300,000 (300,000 ) — — Deferred costs — (2,764 ) 2,588 176 — 2016 Term Loan, net — 297,236 (297,412 ) 176 — Total debt $ 8,059,802 $ 2,064,531 $ (3,572,937 ) $ 1,670 $ 6,553,066 ____________________________________ (1) Includes $83.5 million of notes repaid prior to maturity, resulting in a loss on extinguishment of debt of $0.6 million due to the write-off of the unamortized net premiums and prepayment penalties of $0.3 million and $0.9 million , respectively. Additionally, a $55.0 million note was assumed by the buyer in a real estate disposition resulting in a write-off of the unamortized premium of $1.1 million and the unamortized deferred financing costs of $0.3 million , which are included in gain (loss) on disposition of real estate, net . (2) Net premiums on mortgage 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. (3) 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. (4) Deferred costs relate to the term portion of the credit facility. |
Mortgage Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The Company’s mortgage notes payable consisted of the following as of September 30, 2016 (dollar amounts in thousands): Encumbered Properties Gross Carrying Value of Collateralized Properties (1) Outstanding Balance Weighted-Average Interest Rate (2) Weighted-Average Years to Maturity Fixed-rate debt (3) 642 $ 5,484,499 $ 2,804,142 5.01 % 4.6 Variable-rate debt 1 26,454 9,687 3.79 % 0.9 Total (4) 643 $ 5,510,953 $ 2,813,829 5.01 % 4.6 ____________________________________ (1) Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities. (2) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of September 30, 2016 . (3) Includes $242.4 million of variable-rate debt fixed by way of interest rate swap arrangements. (4) The table above does not include loan amounts associated with the unconsolidated joint ventures of $46.2 million , none of which is recourse to the Company. These loans represent secured fixed and variable rates ranging from 2.93% to 5.20% and maturities ranging from October 2016 to July 2021 , with a weighted-average interest rate of 3.93% and a weighted-average years to maturity of 2.1 years as of September 30, 2016 . |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to September 30, 2016 (in thousands): Total October 1, 2016 - December 31, 2016 $ 49,767 2017 420,662 2018 209,229 2019 229,516 2020 282,190 Thereafter 1,622,465 Total $ 2,813,829 |
Other Debt [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following table is a summary of the outstanding balance and carrying value of the collateral by asset type as of September 30, 2016 (in thousands): Outstanding Balance Collateral Carrying Value Mortgage notes receivable $ 7,279 $ 19,457 Intercompany mortgage loans 1,754 4,212 CMBS 13,977 34,356 Total $ 23,010 $ 58,025 |
Corporate Bonds [Member] | |
Debt Instrument [Line Items] | |
Schedule of Debt | As of September 30, 2016 , the OP had $2.25 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): Outstanding Balance September 30, 2016 Interest Rate Maturity Date 2019 Senior Notes 750,000 3.000 % February 6, 2019 2021 Senior Notes 400,000 4.125 % June 1, 2021 2024 Senior Notes 500,000 4.600 % February 6, 2024 2026 Senior Notes 600,000 4.875 % June 1, 2026 Total balance and weighted-average interest rate $ 2,250,000 4.056 % |
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 (1) Interest Rate Conversion Rate (2) 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) Excludes the carrying value of the conversion options recorded within additional paid-in capital of $28.6 million and the unamortized discount of $14.1 million as of September 30, 2016 . The discount will be amortized over the remaining term of 2.8 years. (2) Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount of Convertible Notes converted as of September 30, 2016 , as adjusted in accordance with the applicable indentures as a result of cash dividend payments. |
Derivatives and Hedging Activ39
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Designated as Hedging Instrument [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Interest Rate Derivatives | As of September 30, 2016 , 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 Swaps September 30, 2016 Number of Instruments 14 Notional Amount $ 691,016 |
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, 2016 and December 31, 2015 (in thousands): Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2016 December 31, 2015 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 1,794 Interest rate swaps Deferred rent, derivative and other liabilities $ (7,471 ) $ (6,922 ) |
Not Designated as Hedging Instrument [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of Interest Rate Derivatives | As of September 30, 2016 , the Company had the following outstanding interest rate derivative that was not designated as a qualifying hedging relationship (dollar amounts in thousands): Interest Rate Swap September 30, 2016 Number of Instruments 1 Notional Amount $ 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, 2016 and December 31, 2015 (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location September 30, 2016 December 31, 2015 Interest rate swaps Rent and tenant receivables and other assets, net $ — $ 98 Interest rate swaps Deferred rent, derivative and other liabilities $ (723 ) $ — |
Schedule of Offsetting Assets | The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. 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, 2016 $ — $ (8,194 ) $ — $ — $ (8,194 ) $ — $ — $ (8,194 ) December 31, 2015 $ 1,892 $ (6,922 ) $ — $ 1,892 $ (6,922 ) $ — $ — $ (5,030 ) |
Schedule of Offsetting Liabilities | The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. 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, 2016 $ — $ (8,194 ) $ — $ — $ (8,194 ) $ — $ — $ (8,194 ) December 31, 2015 $ 1,892 $ (6,922 ) $ — $ 1,892 $ (6,922 ) $ — $ — $ (5,030 ) |
Supplemental Cash Flow Disclo40
Supplemental Cash Flow Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental cash flow information was as follows for the nine months ended September 30, 2016 and 2015 (in thousands): Nine Months Ended September 30, 2016 2015 Supplemental Disclosures: Cash paid for interest $ 246,602 $ 280,659 Cash paid for income taxes $ 18,822 $ 10,205 Non-cash investing and financing activities: Accrued capital expenditures and real estate developments $ 3,556 $ 4,363 Accrued deferred financing costs $ 860 $ 164 Distributions declared and unpaid $ 146,118 $ 130,648 Accrued equity issuance costs $ 9 $ — Mortgage note payable relieved by foreclosure $ 38,050 $ 53,798 Mortgage notes payable assumed in real estate disposition $ 55,000 $ 300,720 |
Accounts Payable and Accrued 41
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accounts payable and accrued expenses consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Accrued interest $ 42,915 $ 56,273 Accrued real estate taxes 42,812 47,319 Accrued legal fees 14,214 9,212 Accounts payable 6,223 2,868 Accrued other 32,986 36,205 Total $ 139,150 $ 151,877 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 - December 31, 2016 $ 268,066 $ 1,001 2017 1,131,536 3,818 2018 1,108,872 3,016 2019 1,068,910 2,397 2020 1,031,688 2,023 Thereafter 7,574,101 5,893 Total $ 12,183,173 $ 18,148 ____________________________________ (1) 33 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 Office Leases October 1, 2016 - December 31, 2016 $ 3,722 $ 1,189 2017 14,651 4,727 2018 14,370 4,704 2019 14,223 4,769 2020 13,586 4,798 Thereafter 224,662 14,089 Total $ 285,214 $ 34,276 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Activity for Share-based Compensation | The following table details the activity of the Restricted Shares during the nine months ended September 30, 2016 : Restricted Shares Weighted-Average Grant Date Fair Value Unvested shares, December 31, 2015 1,239,662 $ 13.86 Vested (434,004 ) $ 14.19 Forfeited (89,955 ) $ 14.08 Unvested shares, September 30, 2016 715,703 $ 13.64 The following table details the activity of the Time-Based Restricted Stock Units and Deferred Stock Units during the nine months ended September 30, 2016 . Time-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Deferred Stock Units Weighted-Average Grant Date Fair Value Unvested units, December 31, 2015 589,138 $ 9.61 — $ — Granted 736,427 7.82 79,208 9.18 Vested (184,455 ) 9.70 (79,208 ) 9.18 Forfeited (35,377 ) 8.71 — — Unvested units, September 30, 2016 1,105,733 $ 8.43 — $ — 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, 2016 . Market-Based Restricted Stock Units Weighted-Average Grant Date Fair Value LTI Target Awards Weighted-Average Grant Date Fair Value Unvested units, December 31, 2015 704,804 $ 8.58 731,448 $ 11.38 Granted — — 855,471 7.14 Vested (610,839 ) 8.58 (3,362 ) 11.77 Forfeited (93,965 ) 8.58 (52,109 ) 11.24 Unvested units, September 30, 2016 — $ — 1,531,448 $ 9.01 |
Related Party Transactions an44
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 Cole REITs as of September 30, 2016 : Program Selling Commissions (1) Dealer Manager Fees (2) Annual Distribution and Stockholder Servicing Fee (2) Open Programs (3) CCPT V Class A Shares 7% 2% —% Class T Shares (4) 3% 2% 0.8% (5) (6) INAV (7) Wrap Class Shares —% 0.55% (6) —% Advisor Class Shares up to 3.75% 0.55% (6) 0.5% (6) Institutional Class Shares —% 0.25% (6) —% CCIT III (8) Class A Shares 7% 2% —% Class T Shares 3% 2% 1% (6) _______________________________________________ (1) The Company reallowed 100% of selling commissions earned to participating broker-dealers during the three and nine months ended September 30, 2016 and 2015. (2) The Company may reallow all or a portion of its dealer manager fee and/or a distribution and stockholder servicing fee to participating broker-dealers as a marketing and due diligence expense reimbursement. (3) CCIT II closed its offering during the three months ended September 30, 2016. The program’s fee structure was similar to that of CCPT V. (4) Commencing on April 29, 2016, CCPT V began offering Class T shares of common stock in addition to the class of shares of common stock previously offered (now referred to as Class A shares). (5) Subsequent to September 30, 2016 , the distribution and stockholder servicing fee was amended to be 1.0% . (6) Fees are accrued daily in the amount of 1/365 th of a percentage of the estimated per share NAV and payable monthly in arrears. The maximum amount of the distribution and stockholder servicing fee with respect to sales of Class T shares is 4.0% of the gross offering proceeds for CCPT V and CCIT III. (7) In connection with the INAV offering, the Company receives selling commissions, an asset-based dealer manager fee and/or an asset-based distribution and stockholder servicing fee, all based on the net asset value for each class of common stock. (8) On September 22, 2016, the registration statement for the initial public offering of CCIT III was declared effective by the SEC, consisting of Class A shares of common stock and Class T shares of common stock. |
Transaction Related Fees [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table shows the transaction-related fees for the Cole REITs and other real estate programs as of September 30, 2016 : Program Acquisition Fees (1) Disposition Fees Performance Fees (2) Financing Coordination Fee (3) Open Programs CCPT V 2% 1% 15% — INAV — — — — CCIT III 2% 1% 15% 1% Closed Programs CCIT II 2% 1% 15% — 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 Cole REIT 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 a 6% annual cumulative, non-compounded return ( 8% in the case of CCIT II and CCPT IV). (3) Financing coordination fee payable for services in connection with the origination, assumption, or refinancing for any debt (other than loans advanced by the Company) to acquire properties or make other permitted investments. |
Management Service Revenue [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table shows the management fees for the Cole REITs as of September 30, 2016 : Program Asset Management / Advisory Fees (1) Performance Fees (2) Open Programs CCPT V 0.65% - 0.75% — INAV 0.90% 25% CCIT III 0.65% - 0.75% — Closed Programs CCIT II 0.65% - 0.75% — 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) The performance fee is limited to 10% of the aggregate total return, for each class, for any individual year. |
Revenue from Managed REITs [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The table below reflects the revenue earned from the Cole REITs (including closed programs, as applicable) and joint ventures for the three and nine months ended September 30, 2016 and 2015 (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Offering-related fees and reimbursements Selling commissions (1) $ 5,008 $ 3,328 $ 18,112 $ 8,345 Dealer manager and distribution fees (2) 2,237 1,258 7,292 3,143 Reimbursement revenue 2,300 1,264 7,446 2,995 Offering-related fees and reimbursements 9,545 5,850 32,850 14,483 Transaction service fees and reimbursements Acquisition fees 2,813 6,233 8,273 14,913 Disposition fees (3) — — — 4,350 Reimbursement revenues 686 403 2,024 1,594 Transaction service fees and reimbursements 3,499 6,636 10,297 20,857 Management fees and reimbursements Asset and property management fees and leasing fees 53 108 159 332 Advisory and performance fee revenue 13,011 10,998 37,621 32,674 Reimbursement revenues 4,430 2,882 12,803 8,503 Management fees and reimbursements 17,494 13,988 50,583 41,509 Interest income on Affiliate Lines of Credit — 306 308 967 Total related party revenues (4) $ 30,538 $ 26,780 $ 94,038 $ 77,816 ___________________________________ (1) The Company reallowed 100% of selling commissions earned to participating broker-dealers during the three and nine months ended September 30, 2016 and 2015. (2) During the three and nine months ended September 30, 2016 , the Company reallowed $0.9 million and $2.8 million , respectively, of dealer manager fees and/or distribution and stockholder servicing fees to participating broker dealers as a marketing and due diligence expense reimbursement. During the three and nine months ended September 30, 2015 , the Company reallowed $0.6 million and $1.3 million , respectively, of such fees. (3) The Company earned a disposition fee of $4.4 million on behalf of CCIT when CCIT merged with Select Income REIT on January 29, 2015. (4) Total related party revenues excludes fees earned from 1031 real estate programs of $0.5 million and $1.1 million for the three and nine months ended September 30, 2016 , respectively and fees earned from 1031 real estate programs of $1.1 million and $4.7 million for the three and nine months ended September 30, 2015 , respectively. |
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 Cole REITs as of September 30, 2016 (carrying amount in thousands): September 30, 2016 Cole REIT % of Outstanding Shares Owned Carrying Amount of Investment CCPT V 1.00% $ 1,448 INAV 0.09% 143 CCIT II 0.44% 1,299 CCIT III 100% 2,697 CCPT IV 0.01% 115 Funds not yet in offering N/A 400 $ 6,102 |
Net Income (Loss) Per Share_U45
Net Income (Loss) Per Share/Unit (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 unit attributable to common unitholders, which includes all common general partner unitholders and limited partner unitholders. The computation for the OP for the three and nine months ended September 30, 2016 and 2015 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income (loss) attributable to the Operating Partnership $ 30,234 $ 7,737 $ (82,578 ) $ (132,458 ) Dividends to preferred units (17,973 ) (17,974 ) (53,919 ) (53,920 ) Net income (loss) available to the Operating Partnership 12,261 (10,237 ) (136,497 ) (186,378 ) Earnings allocated to participating units (154 ) (217 ) (400 ) (222 ) Net Income (loss) attributable to common unitholders used in basic and diluted net income (loss) per unit $ 12,107 $ (10,454 ) $ (136,897 ) $ (186,600 ) Weighted average number of common units outstanding - basic 967,237,921 927,225,120 940,995,665 927,031,079 Effect of dilutive securities 1,448,622 — — — Weighted average number of common units outstanding - diluted 968,686,543 927,225,120 940,995,665 927,031,079 Basic and diluted net income (loss) per unit attributable to common unitholders $ 0.01 $ (0.01 ) $ (0.15 ) $ (0.20 ) 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, 2016 and 2015 (dollar amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income (loss) attributable to the General Partner $ 29,495 $ 7,529 $ (80,445 ) $ (128,963 ) Dividends to preferred shares and units (17,973 ) (17,974 ) (53,919 ) (53,920 ) Net income (loss) available to the General Partner 11,522 (10,445 ) (134,364 ) (182,883 ) Earnings allocated to participating securities (154 ) (217 ) (400 ) (222 ) Income attributable to limited partners 739 — — — Net Income (loss) attributable to common stockholders and limited partners used in basic and diluted net income (loss) per share $ 12,107 $ (10,662 ) $ (134,764 ) $ (183,105 ) Weighted average number of common stock outstanding - basic 943,480,170 903,461,323 917,233,898 903,267,282 Effect of Limited Partner OP Units and dilutive securities 25,206,373 — — — Weighted average number of common stock outstanding - diluted 968,686,543 903,461,323 917,233,898 903,267,282 Basic and diluted net income (loss) per share attributable to common stockholders and limited partners $ 0.01 $ (0.01 ) $ (0.15 ) $ (0.20 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Record and Payments Dates for Preferred Stock Dividends | The dividend for the Series F Preferred Stock accrues daily on a 360 -day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30 -day month. Period Record Date Payment Date December 15, 2016 - January 14, 2017 January 1, 2017 January 17, 2017 January 15, 2017 - February 14, 2017 February 1, 2017 February 15, 2017 February 15, 2017 - March 14, 2017 March 1, 2017 March 15, 2017 |
Organization (Details)
Organization (Details) | 9 Months Ended | |
Sep. 30, 2016segment$ / shares | Dec. 31, 2015$ / shares | |
Real Estate Properties [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series F Cumulative Redeemable 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 | 97.60% | |
Limited Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Real Estate Properties [Line Items] | ||
Common equity interests owned by certain unaffiliated investors | 2.40% | |
Series F Preferred Stock [Member] | ||
Real Estate Properties [Line Items] | ||
Series F Cumulative Redeemable Preferred Stock, dividend rate | 6.70% | |
Series F Cumulative Redeemable Preferred Stock, par value (in dollars per share) | $ 0.01 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Restricted Cash | ||
Restricted cash | $ 61,828 | $ 59,767 |
Revenue Recognition | ||
Allowance for doubtful accounts | $ 8,300 | 6,600 |
Selling Commissions Allowable [Member] | ||
Revenue Recognition | ||
Revenue from related party allowed, percentage | 100.00% | |
Selling Commissions Allowable [Member] | Cole REITs [Member] | ||
Revenue Recognition | ||
Revenue from related party allowed, percentage | 100.00% | |
Deferred Rent, Derivative and Other Liabilities [Member] | ||
Revenue Recognition | ||
Deferred rental income | $ 70,900 | 67,200 |
Lender Reserves [Member] | ||
Restricted Cash | ||
Restricted cash | 52,200 | 47,900 |
Restricted Lockbox Accounts [Member] | ||
Restricted Cash | ||
Restricted cash | 9,600 | 11,900 |
VEREIT Operating Partnership, L.P. [Member] | ||
Restricted Cash | ||
Restricted cash | $ 61,828 | $ 59,767 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited Partner OP Units outstanding (shares) | 23,748,347 | 23,763,797 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | Limited Partner [Member] | ||
Principles of Consolidation and Basis of Presentation | ||
Limited Partner OP Units outstanding (shares) | 23,750,000 | 23,763,797 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Litigation and Other Non-Routine Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Litigation and other non-routine costs: | ||||
Audit Committee Investigation and related matters | $ 5,221 | $ 9,251 | $ 13,413 | $ 38,953 |
Legal fees and expenses | 59 | (294) | 155 | 2,659 |
Other fees and expenses | 0 | 0 | 0 | 632 |
Total costs incurred | 5,280 | 8,957 | 13,568 | 42,244 |
Insurance recoveries | (650) | (925) | (11,196) | (925) |
Total | $ 4,630 | $ 8,032 | $ 2,372 | $ 41,319 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) ft² in Millions | 9 Months Ended | |
Sep. 30, 2016ft²propertysecuritystatesegmentloan | Dec. 31, 2015security | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Number of loans held for investment | loan | 9 | |
Commercial Mortgage Backed Securities [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of securities held | security | 8 | 10 |
REI Segment [Member] | Consolidated Properties [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of properties owned | property | 4,213 | |
Square feet of property | ft² | 96.9 | |
Number of states in which entity operates | state | 49 | |
Percentage of rentable space leased | 98.00% | |
Real estate property, weighted average remaining lease term | 10 years |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Rental income | $ 303,383 | $ 333,766 | $ 928,706 | $ 1,017,708 | |
Direct financing lease income | 494 | 659 | 1,598 | 2,097 | |
Operating expense reimbursements | 27,969 | 22,983 | 77,862 | 71,269 | |
Total revenues | 362,915 | 384,954 | 1,102,954 | 1,172,643 | |
Cole Capital reallowed fees and commissions | 5,897 | 3,896 | 20,940 | 9,637 | |
Acquisition related | 90 | 1,764 | 373 | 5,509 | |
Litigation and other non-routine costs, net of insurance recoveries | 4,630 | 8,032 | 2,372 | 41,319 | |
Property operating | 34,820 | 31,950 | 107,832 | 95,547 | |
General and administrative | 29,761 | 32,842 | 92,255 | 99,906 | |
Depreciation and amortization | 195,173 | 208,542 | 596,826 | 645,196 | |
Impairment of real estate | 6,872 | 0 | 176,214 | 85,341 | |
Total operating expenses | 277,243 | 287,026 | 996,812 | 982,455 | |
Operating income | 85,672 | 97,928 | 106,142 | 190,188 | |
Interest expense | (79,869) | (89,530) | (242,763) | (275,801) | |
(Loss) gain on extinguishment and forgiveness of debt, net | (2,003) | 0 | (1,751) | 5,302 | |
Other income, net | 1,744 | 2,368 | 4,022 | 10,255 | |
Equity in income and gain on disposition of unconsolidated entities | 212 | 6,837 | 10,686 | 8,340 | |
Loss on derivative instruments, net | (2,023) | (1,420) | (3,286) | (2,137) | |
Total other expenses, net | (81,939) | (81,745) | (233,092) | (254,041) | |
Income (loss) before taxes and real estate dispositions | 3,733 | 16,183 | (126,950) | (63,853) | |
Income (loss) before taxes | 31,844 | 9,641 | (81,227) | (126,437) | |
(Provision for) benefit from income taxes | (1,598) | (1,500) | (1,374) | (4,824) | |
Net income (loss) | 30,246 | 8,141 | (82,601) | (131,261) | |
Total Assets | 16,057,820 | 16,057,820 | $ 17,405,866 | ||
REI segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 303,383 | 333,766 | 928,706 | 1,017,708 | |
Direct financing lease income | 494 | 659 | 1,598 | 2,097 | |
Operating expense reimbursements | 27,969 | 22,983 | 77,862 | 71,269 | |
Total revenues | 331,846 | 357,408 | 1,008,166 | 1,091,074 | |
Acquisition related | 90 | 1,690 | 334 | 4,976 | |
Litigation and other non-routine costs, net of insurance recoveries | 4,630 | 8,032 | 2,372 | 41,319 | |
Property operating | 34,820 | 31,950 | 107,832 | 95,547 | |
General and administrative | 12,069 | 15,848 | 37,998 | 48,045 | |
Depreciation and amortization | 187,897 | 200,158 | 574,124 | 620,068 | |
Impairment of real estate | 6,872 | 0 | 176,214 | 85,341 | |
Total operating expenses | 246,378 | 257,678 | 898,874 | 895,296 | |
Operating income | 85,468 | 99,730 | 109,292 | 195,778 | |
Interest expense | (79,869) | (89,530) | (242,763) | (275,801) | |
(Loss) gain on extinguishment and forgiveness of debt, net | (2,003) | 0 | (1,751) | 5,302 | |
Other income, net | 1,649 | 1,903 | 3,433 | 8,179 | |
Equity in income and gain on disposition of unconsolidated entities | 212 | 6,837 | 10,686 | 8,340 | |
Loss on derivative instruments, net | (2,023) | (1,420) | (3,286) | (2,137) | |
Total other expenses, net | (82,034) | (82,210) | (233,681) | (256,117) | |
Income (loss) before taxes and real estate dispositions | 3,434 | 17,520 | (124,389) | (60,339) | |
Gain (loss) on disposition of real estate, net | 28,111 | (6,542) | 45,723 | (62,584) | |
Income (loss) before taxes | 31,545 | 10,978 | (78,666) | (122,923) | |
(Provision for) benefit from income taxes | (1,539) | (2,238) | (4,695) | (7,211) | |
Net income (loss) | 30,006 | 8,740 | (83,361) | (130,134) | |
Total Assets | 15,668,974 | 15,668,974 | 16,966,729 | ||
Cole Capital segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Offering-related fees and reimbursements | 9,545 | 5,850 | 32,850 | 14,483 | |
Transaction service fees and reimbursements | 3,779 | 7,400 | 10,639 | 24,696 | |
Management fees and reimbursements | 17,745 | 14,296 | 51,299 | 42,390 | |
Total revenues | 31,069 | 27,546 | 94,788 | 81,569 | |
Cole Capital reallowed fees and commissions | 5,897 | 3,896 | 20,940 | 9,637 | |
Acquisition related | 0 | 74 | 39 | 533 | |
General and administrative | 17,692 | 16,994 | 54,257 | 51,861 | |
Depreciation and amortization | 7,276 | 8,384 | 22,702 | 25,128 | |
Total operating expenses | 30,865 | 29,348 | 97,938 | 87,159 | |
Operating income | 204 | (1,802) | (3,150) | (5,590) | |
Total other expenses, net | 95 | 465 | 589 | 2,076 | |
Income (loss) before taxes | 299 | (1,337) | (2,561) | (3,514) | |
(Provision for) benefit from income taxes | (59) | 738 | 3,321 | 2,387 | |
Net income (loss) | 240 | $ (599) | 760 | $ (1,127) | |
Total Assets | $ 388,846 | $ 388,846 | $ 439,137 |
Goodwill and Other Intangible52
Goodwill and Other Intangibles (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of segments | segment | 2 | ||||
Amortization expense | $ 6,200 | $ 7,500 | $ 19,900 | $ 22,500 | |
Intangible assets | 30,849 | $ 30,849 | $ 50,779 | ||
Cole REITs [Member] | Management And Advisory Contracts [Member] | |||||
Related Party Transaction [Line Items] | |||||
Estimated useful life | 4 years | ||||
Estimated amortization expense for remainder of 2016 | 6,200 | $ 6,200 | |||
Estimated amortization expense for 2017 | 16,600 | 16,600 | |||
Estimated amortization expense for 2018 | 4,000 | 4,000 | |||
Estimated amortization expense for the nine months ended September 30, 2019 | 3,800 | 3,800 | |||
Intangible assets | 30,800 | 30,800 | 50,800 | ||
Intangible assets, accumulated amortization | $ (23,300) | $ (23,300) | $ (3,400) | ||
REI Segment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of segments | segment | 1 | ||||
Cole Capital Segment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of segments | segment | 1 |
Goodwill and Other Intangible53
Goodwill and Other Intangibles (Goodwill Activity by Segment) (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 06, 2015property | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 1,656,374 | $ 1,894,794 | |
Goodwill allocated to dispositions and held for sale assets | (53,764) | (66,789) | |
Goodwill, ending balance | 1,602,610 | 1,828,005 | |
Mortgages [Member] | |||
Goodwill [Roll Forward] | |||
Number of properties foreclosed upon | property | 2 | ||
REI segment [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 1,410,631 | 1,509,396 | |
Goodwill allocated to dispositions and held for sale assets | (53,764) | (66,789) | |
Goodwill, ending balance | 1,356,867 | 1,442,607 | |
REI segment [Member] | Disposed of and classified as held for sale [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill allocated to cost basis of properties | 51,500 | ||
REI segment [Member] | Properties foreclosed upon [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill allocated to cost basis of properties | 2,300 | ||
Cole Capital Segment [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 245,743 | 385,398 | |
Goodwill allocated to dispositions and held for sale assets | 0 | 0 | |
Goodwill, ending balance | $ 245,743 | $ 385,398 |
Goodwill and Other Intangible54
Goodwill and Other Intangibles (Intangible Lease Assets and Liabilities) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease liabilities, accumulated amortization | $ 52,027 | $ 38,340 |
Below-market lease, Weighted-Average Useful Life | 17 years 11 months 16 days | 17 years 11 months 16 days |
Intangible lease liabilities, net | $ 229,340 | $ 251,692 |
Total Intangible Lease Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, net | 1,537,826 | 1,771,532 |
In-Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, accumulated amortization | $ 469,617 | $ 398,770 |
Intangible lease assets, Weighted-Average Useful Life | 14 years 9 months | 14 years 9 months |
Intangible lease assets, net | $ 1,246,392 | $ 1,458,354 |
Leasing Commissions [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, accumulated amortization | $ 1,681 | $ 1,035 |
Intangible lease assets, Weighted-Average Useful Life | 9 years 6 months 15 days | 9 years 6 months 15 days |
Intangible lease assets, net | $ 8,541 | $ 4,872 |
Above-Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, accumulated amortization | $ 63,952 | $ 47,041 |
Intangible lease assets, Weighted-Average Useful Life | 16 years 7 months 6 days | 16 years 7 months 6 days |
Intangible lease assets, net | $ 282,893 | $ 308,306 |
Goodwill and Other Intangible55
Goodwill and Other Intangibles (Projected Amortization Expense and Adjustments) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Below-market lease liabilities, projected amortization income, October 1, 2016 - December 31, 2016 | $ 6,629 |
Below-market lease liabilities, projected amortization income, 2017 | 20,114 |
Below-market lease liabilities, projected amortization income, 2018 | 19,787 |
Below-market lease liabilities, projected amortization income, 2019 | 19,049 |
Below-market lease liabilities, projected amortization income, 2020 | 17,857 |
In-Place Leases [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Projected amortization expense, October 1, 2016 - December 31, 2016 | 41,368 |
Projected amortization expense, 2017 | 149,340 |
Projected amortization expense, 2018 | 136,656 |
Projected amortization expense, 2019 | 125,238 |
Projected amortization expense, 2020 | 116,997 |
Leasing Commissions [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Projected amortization expense, October 1, 2016 - December 31, 2016 | 271 |
Projected amortization expense, 2017 | 1,167 |
Projected amortization expense, 2018 | 979 |
Projected amortization expense, 2019 | 901 |
Projected amortization expense, 2020 | 850 |
Above-Market Lease Assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Projected amortization expense, October 1, 2016 - December 31, 2016 | 6,371 |
Projected amortization expense, 2017 | 24,995 |
Projected amortization expense, 2018 | 24,460 |
Projected amortization expense, 2019 | 22,529 |
Projected amortization expense, 2020 | $ 22,087 |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)property | Sep. 30, 2015USD ($)propertyland_parcel | |
2016 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 1 | |
Total purchase price of assets acquired | $ | $ 19,952 | |
2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 14 | |
Total purchase price of assets acquired | $ | $ 10,207 | |
Development projects in progress | land_parcel | 9 |
Real Estate Investments (Assets
Real Estate Investments (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
2016 Acquisitions [Member] | ||
Real estate investments, at cost: | ||
Land | $ 4,215 | |
Buildings, fixtures and improvements | 14,555 | |
Total tangible assets | 18,770 | |
Assumed intangible liabilities: | ||
Total purchase price of assets acquired | 19,952 | |
2016 Acquisitions [Member] | In-place leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | 1,182 | |
2016 Acquisitions [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | 0 | |
2016 Acquisitions [Member] | Below-market leases [Member] | ||
Assumed intangible liabilities: | ||
Below-market leases | $ 0 | |
2015 Acquisitions [Member] | ||
Real estate investments, at cost: | ||
Land | $ 4,187 | |
Buildings, fixtures and improvements | 5,258 | |
Total tangible assets | 9,445 | |
Assumed intangible liabilities: | ||
Total purchase price of assets acquired | 10,207 | |
2015 Acquisitions [Member] | In-place leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | 717 | |
2015 Acquisitions [Member] | Above-market leases [Member] | ||
Acquired intangible assets: | ||
Acquired intangible assets | 153 | |
2015 Acquisitions [Member] | Below-market leases [Member] | ||
Assumed intangible liabilities: | ||
Below-market leases | $ (108) |
Real Estate Investments (Future
Real Estate Investments (Future Lease Payments) (Details) $ in Thousands | Sep. 30, 2016USD ($)property |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
October 1, 2016 - December 31, 2016 | $ 268,066 |
2,017 | 1,131,536 |
2,018 | 1,108,872 |
2,019 | 1,068,910 |
2,020 | 1,031,688 |
Thereafter | 7,574,101 |
Total | 12,183,173 |
Future Minimum Direct Financing Lease Payments | |
October 1, 2016 - December 31, 2016 | 1,001 |
2,017 | 3,818 |
2,018 | 3,016 |
2,019 | 2,397 |
2,020 | 2,023 |
Thereafter | 5,893 |
Total | $ 18,148 |
Number of properties subject to direct financing leases | property | 33 |
Real Estate Investments (Invest
Real Estate Investments (Investment in Direct Financing Leases, Net) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real Estate [Abstract] | ||
Future minimum lease payments receivable | $ 18,148 | $ 21,993 |
Unguaranteed residual value of property | 28,235 | 31,562 |
Unearned income | (5,598) | (7,243) |
Net investment in direct financing leases | $ 40,785 | $ 46,312 |
Real Estate Investments (Develo
Real Estate Investments (Development Activities) (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016USD ($)development_project | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Real Estate [Abstract] | |||
Land and construction in progress | $ 8.4 | $ 20 | |
Number of development projects to complete | development_project | 37 | ||
Number of development projects completed | development_project | 36 | ||
Aggregate cost to date | $ 52.3 | ||
Capitalized interest expense | $ 0.2 | $ 1 | |
Number of remaining projects to be completed | development_project | 1 | ||
Estimated completion period for remaining projects | 6 months | ||
Invested to date | $ 1.1 | ||
Estimated remaining investment | 0.7 | ||
Total investment | $ 1.8 | ||
Number of development projects completed and placed into service | development_project | 5 | ||
Aggregate cost of projects completed placed into service | $ 14.8 |
Real Estate Investments (Proper
Real Estate Investments (Property Dispositions and Held for Sale Assets) (Narrative) (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016USD ($)property | Sep. 30, 2015USD ($)property | Dec. 31, 2015property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 35 | ||
Proceeds after debt assumptions and closing costs | $ 615,246 | $ 413,270 | |
Debt assumption | 55,000 | 300,720 | |
Goodwill allocated to dispositions | 53,764 | $ 66,789 | |
Mortgages [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt repayments | $ 227,503 | ||
Consolidated Property Dispositions, 2016 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 223 | ||
Aggregate proceeds | $ 672,500 | ||
Company's share of proceeds | 646,400 | ||
Proceeds after debt assumptions and closing costs | 573,000 | ||
Gain (loss) related to sale, including goodwill | 50,700 | ||
Goodwill included in sale | 28,800 | ||
Consolidated Property Dispositions, 2016 [Member] | Mortgages [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt assumption | $ 55,000 | ||
Red Lobster [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 47 | ||
Consolidated Property Dispositions, 2015 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties disposed | property | 88 | ||
Aggregate proceeds | $ 675,900 | ||
Proceeds after debt assumptions and closing costs | 370,200 | ||
Gain (loss) related to sale, including goodwill | (39,300) | ||
Goodwill included in sale | $ 48,500 | ||
Number of properties owned by consolidated joint ventures disposed of | property | 1 | ||
Net proceeds | $ 77,500 | ||
Proceeds from after debt repayments and closing costs | 43,000 | ||
Gain related to sale of unconsolidated entities | $ 6,700 | ||
Unconsolidated Property Dispositions, 2016 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Company's share of proceeds | $ 102,100 | ||
Number of disposed properties owned by unconsolidated joint ventures | property | 1 | ||
Net proceeds | $ 113,500 | ||
Proceeds from after debt repayments and closing costs | 42,300 | ||
Debt repayments | 57,000 | ||
Gain related to sale of unconsolidated entities | $ 10,200 | ||
Unconsolidated Property Dispositions, 2015 [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of disposed properties owned by unconsolidated joint ventures | property | 3 | ||
2016 Property Dispositions [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified held for sale | property | 19 | ||
Net loss on sale of properties | $ (5,000) | $ (23,300) | |
Goodwill allocated to dispositions | $ 22,700 | $ 18,300 | |
2015 Property Dispositions [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified held for sale | property | 17 |
Real Estate Investments (Impair
Real Estate Investments (Impairment of Real Estate Investments) (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)restaurant | Sep. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of restaurants owned by tenant | restaurant | 59 | |
Impairment charges | $ 176,214 | $ 85,300 |
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 | 655,100 | 319,300 |
Estimated fair value of real estate assets deemed to be impaired | $ 478,900 | $ 234,000 |
Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Period for determining disposal is more likely than not | 12 months | |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Period for determining disposal is more likely than not | 24 months |
Real Estate Investments (Consol
Real Estate Investments (Consolidated Joint Ventures) (Narrative) (Details) $ in Thousands | Jun. 30, 2015property | Sep. 30, 2016USD ($)property | Sep. 30, 2015USD ($)joint_venture | Sep. 30, 2016USD ($)propertyjoint_venture | Sep. 30, 2015USD ($)joint_venture | Dec. 31, 2015USD ($)propertyjoint_venture | |
Schedule of Equity Method Investments [Line Items] | |||||||
Total assets | $ 16,057,820 | $ 16,057,820 | $ 17,405,866 | ||||
Real estate investments, net | 13,630,499 | 13,630,499 | 15,006,124 | ||||
Net income (loss) attributable to non-controlling interests | [1] | 751 | $ 612 | $ (2,156) | $ (2,298) | ||
Number of joint ventures disposed of | property | 35 | ||||||
VEREIT Operating Partnership, L.P. [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of joint ventures | joint_venture | 4 | 4 | |||||
Total assets | 16,057,820 | $ 16,057,820 | 17,405,866 | ||||
Real estate investments, net | 13,630,499 | 13,630,499 | $ 15,006,124 | ||||
Net income (loss) attributable to non-controlling interests | [2] | $ 12 | $ 404 | $ (23) | $ 1,197 | ||
Number of joint ventures disposed of | property | 2 | ||||||
Mortgages [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of properties owned | property | 643 | 643 | |||||
Joint ventures [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of joint ventures | joint_venture | 2 | 2 | |||||
Total assets | $ 59,600 | $ 59,600 | $ 58,500 | ||||
Real estate investments, net | $ 55,600 | $ 55,600 | $ 55,200 | ||||
Number of properties with secured mortgage note payable | property | 1 | 1 | |||||
Joint ventures [Member] | Mortgages [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Mortgage note payable | $ 9,900 | $ 9,900 | |||||
Joint ventures [Member] | Consolidated Properties [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of properties owned | property | 2 | 2 | 2 | ||||
[1] | Represents (income) loss attributable to limited partners and consolidated joint venture partners. | ||||||
[2] | Represents (income) loss attributable to consolidated joint venture partners. |
Real Estate Investments (Uncons
Real Estate Investments (Unconsolidated Joint Ventures) (Narrative) (Details) ft² in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($)ft²propertyjoint_venture | Sep. 30, 2015USD ($)property | Sep. 30, 2016USD ($)ft²propertyjoint_venture | Sep. 30, 2015USD ($)property | Dec. 31, 2015USD ($)ft²propertyjoint_venture | |
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate equity investments | $ 24,711,000 | $ 24,711,000 | $ 56,824,000 | ||
Net (loss) income | $ 488,000 | $ 1,611,000 | |||
Mortgages [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of properties owned | property | 643 | 643 | |||
Aggregate balance outstanding | $ 2,813,829,000 | $ 2,813,829,000 | 3,039,882,000 | ||
Unconsolidated Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate equity investments | 18,600,000 | 18,600,000 | $ 52,800,000 | ||
Net (loss) income | 200,000 | $ 100,000 | 600,000 | $ 1,500,000 | |
Unconsolidated Joint Venture [Member] | Mortgages [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate balance outstanding | 46,200,000 | 46,200,000 | |||
Unconsolidated Joint Venture [Member] | Mortgages [Member] | Recourse debt [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Aggregate balance outstanding | $ 0 | $ 0 | |||
Unconsolidated Properties [Member] | REI segment [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of unconsolidated joint ventures | joint_venture | 2 | 2 | 3 | ||
Number of properties owned | property | 2 | 6 | 2 | 6 | 3 |
Net rentable area (in square feet) | ft² | 0.5 | 0.5 | 0.9 |
Real Estate Investments (Owners
Real Estate Investments (Ownership and Carrying Amounts for Unconsolidated Ventures) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Carrying value of Investment | $ 18,609 |
Underlying equity in net assets | $ 6,500 |
Cole/Mosaic JV South Elgin IL, LLC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership % | 50.00% |
Carrying value of Investment | $ 6,108 |
Cole/Faison JV Bethlehem GA, LLC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership % | 90.00% |
Carrying value of Investment | $ 12,501 |
Investment Securities, at Fai66
Investment Securities, at Fair Value (Unrealized Gains and Losses) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Fair Value | $ 48,098 | $ 53,304 |
CMBS [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 48,509 | 52,115 |
Gross Unrealized Gains | 1,556 | 2,169 |
Gross Unrealized Losses | (1,967) | (980) |
Fair Value | $ 48,098 | $ 53,304 |
Investment Securities, at Fai67
Investment Securities, at Fair Value (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($)security | Dec. 31, 2015USD ($)security | |
Schedule of Available-for-sale Securities [Line Items] | ||
Investment securities, at fair value | $ 48,098,000 | $ 53,304,000 |
CMBS [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Number of securities owned | security | 8 | 10 |
Investment securities, at fair value | $ 48,098,000 | $ 53,304,000 |
Number of securities paid in full prior to maturity | security | 2 | |
Carrying value of security paid in full (less than) | $ 100,000 | |
Number of securities with fair value below amortized cost | security | 6 | |
Other-than-temporary impairment losses | $ 0 | |
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% |
Investment Securities, at Fai68
Investment Securities, at Fair Value (Scheduled Maturity of CMBS) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value | ||
Total | $ 48,098 | $ 53,304 |
CMBS [Member] | ||
Amortized Cost | ||
Due within one year | 0 | |
Due after one year through five years | 21,489 | |
Due after five years through 10 years | 12,725 | |
Due after 10 years | 14,295 | |
Amortized Cost | 48,509 | 52,115 |
Fair Value | ||
Due within one year | 0 | |
Due after one year through five years | 22,066 | |
Due after five years through 10 years | 10,805 | |
Due after 10 years | 15,227 | |
Total | $ 48,098 | $ 53,304 |
Mortgage Notes Receivable (Narr
Mortgage Notes Receivable (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)loan | Sep. 30, 2015USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of mortgage notes receivable | 9 | |
Principal repayments received from borrowers | $ | $ 4,906 | $ 6,043 |
Mortgage notes receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of mortgage notes receivable | 9 | |
Weighted-average interest rate | 6.30% | |
Weighted-average years to maturity | 13 years 2 months 23 days | |
Number of mortgage notes receivable repaid at maturity | 1 | |
Principal repayments received from borrowers | $ | $ 400 | |
Number of mortgage notes with capitalized principal and interest | 1 |
Mortgage Notes Receivable (Deta
Mortgage Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Carrying Value | $ 23,014 | $ 24,238 |
Mortgage notes receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Outstanding Balance | 24,996 | |
Carrying Value | $ 23,014 | |
Mortgage notes receivable [Member] | Minimum [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest Rate Range | 5.90% | |
Mortgage notes receivable [Member] | Maximum [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Interest Rate Range | 7.20% |
Mortgage Notes Receivable (Aggr
Mortgage Notes Receivable (Aggregate Principal Payments) (Details) - Mortgage notes receivable [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Subsequent Event [Line Items] | ||
Due within one year | $ 1,057 | |
Due after one year through five years | 5,357 | |
Due after five years through 10 years | 6,919 | |
Due after 10 years | 15,523 | |
Total | $ 28,856 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Interest scheduled to be capitalized | $ 3,900 |
Rent and Tenant Receivables a72
Rent and Tenant Receivables and Other Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Accounts receivable, net | $ 48,682 | $ 48,682 | $ 44,798 | ||
Straight-line rent receivable | 196,669 | 196,669 | 161,079 | ||
Deferred costs, net | 18,443 | 18,443 | 26,110 | ||
Prepaid expenses | 13,269 | 13,269 | 9,773 | ||
Leasehold improvements, property and equipment, net | 16,845 | 16,845 | 18,180 | ||
Restricted escrow deposits | 3,123 | 3,123 | 1,190 | ||
Deferred tax asset and tax receivable | 27,529 | 27,529 | 25,287 | ||
Program development costs, net | 12,268 | 12,268 | 12,855 | ||
Interest rate swap assets, at fair value | 0 | 0 | 1,892 | ||
Other assets | 2,701 | 2,701 | 2,473 | ||
Total | 339,529 | 339,529 | 303,637 | ||
Allowance for doubtful accounts | 8,300 | 8,300 | 6,600 | ||
Rent and Tenant Receivables and Other Assets, Net [Member] | Program Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Reserves related to program development costs | 18,800 | 18,800 | 34,800 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 300 | $ 400 | 900 | $ 1,100 | |
Accumulated amortization and depreciation | 3,500 | 3,500 | 2,600 | ||
Property and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Accumulated amortization and depreciation | 5,300 | 5,300 | 3,700 | ||
Depreciation expense | 600 | 500 | 1,600 | 1,500 | |
Line of Credit [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Amortization expense | 2,600 | $ 2,600 | 7,800 | $ 8,100 | |
Accumulated amortization for deferred costs | $ 27,200 | $ 27,200 | $ 19,400 |
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, 2016 | Dec. 31, 2015 |
Assets: | ||
Derivative assets | $ 0 | $ 1,892 |
Liabilities: | ||
Derivative liabilities | (8,194) | (6,922) |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
CMBS | 48,098 | 53,304 |
Derivative assets | 1,892 | |
Total assets | 55,196 | |
Liabilities: | ||
Derivative liabilities | (8,194) | (6,922) |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
CMBS | 0 | 0 |
Derivative assets | 0 | |
Total assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
CMBS | 0 | 0 |
Derivative assets | 1,892 | |
Total assets | 1,892 | |
Liabilities: | ||
Derivative liabilities | (8,194) | (6,922) |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
CMBS | 48,098 | 53,304 |
Derivative assets | 0 | |
Total assets | 53,304 | |
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value Measures (Reconcilia
Fair Value Measures (Reconciliation of Changes in Assets and Liabilities with Unobservable Inputs) (Details) - CMBS [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 53,304 | $ 58,646 |
Total gains and losses: | ||
Unrealized loss included in other comprehensive income, net | (1,599) | (232) |
Purchases, issuances, settlements and amortization: | ||
Principal payments received | (3,786) | (4,055) |
Amortization included in net income | 179 | 96 |
Ending balance | $ 48,098 | $ 54,455 |
Fair Value Measures (Fair Val75
Fair Value Measures (Fair Value of Financial Instruments by Balance Sheet Location) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 6,612,533 | $ 8,122,477 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 6,813,975 | 8,364,245 |
Level 3 [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes receivable | 23,014 | 24,238 |
Level 3 [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes receivable | 31,963 | 31,842 |
Level 2 [Member] | Mortgages [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,878,774 | 3,133,005 |
Level 2 [Member] | Mortgages [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,972,148 | 3,240,153 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Senior Unsecured Note [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,247,893 | 2,547,255 |
Level 2 [Member] | Corporate Bonds, Net [Member] | Senior Unsecured Note [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 2,334,291 | 2,580,786 |
Level 2 [Member] | Convertible Debt, Net [Member] | Convertible Senior Notes [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 985,866 | 982,217 |
Level 2 [Member] | Convertible Debt, Net [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 1,010,722 | 1,007,042 |
Level 2 [Member] | Credit Facility [Member] | Credit Facilities [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | 500,000 | 1,460,000 |
Level 2 [Member] | Credit Facility [Member] | Credit Facilities [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total liabilities | $ 496,814 | $ 1,536,264 |
Fair Value Measures (Narrative)
Fair Value Measures (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)property | Sep. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 139 | |
Impairment charges | $ 176,214 | $ 85,300 |
Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rates | 6.70% | |
Capitalization rates | 7.00% | |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rates | 9.00% | |
Capitalization rates | 12.50% | |
Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rates | 8.00% | |
Capitalization rates | 7.90% | |
Reported Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated fair value of real estate assets deemed to be impaired | $ 478,900 | $ 234,000 |
Fair Value Measures (Impairment
Fair Value Measures (Impairment Charges by Asset Class) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)property | Sep. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Properties impaired | property | 139 | |
Total impairment loss | $ 176,214 | $ 85,300 |
Number of properties disposed of | property | 35 | |
Investment in Real Estate Assets, Net [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total impairment loss | $ 176,635 | |
Below-Market Lease Liabilities, Net [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total impairment loss | $ (421) |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Debt outstanding | $ 6,553,066 | $ 8,059,802 |
Weighted-average years to maturity | 4 years 6 months | |
Weighted-average interest rate | 4.30% |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt [Roll Forward] | ||||
Total debt, Beginning balance | $ 8,059,802 | |||
Debt Issuances, Net | 2,064,531 | |||
Repayments, Extinguishment and Assumptions, Net | (3,572,937) | |||
(Accretion) and Amortization | 1,670 | |||
Total debt, Ending balance | $ 6,553,066 | 6,553,066 | ||
Gain on extinguishment | (2,003) | $ 0 | (1,751) | $ 5,302 |
Note assumed by the buyer | 55,000 | $ 300,720 | ||
Mortgages and Other Debt [Member] | ||||
Debt [Roll Forward] | ||||
Total debt, Beginning balance | 3,111,985 | |||
Debt Issuances, Net | 1,423 | |||
Repayments, Extinguishment and Assumptions, Net | (238,810) | |||
(Accretion) and Amortization | (13,388) | |||
Total debt, Ending balance | 2,861,210 | 2,861,210 | ||
Mortgage Notes Payable [Member] | ||||
Debt [Roll Forward] | ||||
Outstanding balance, Beginning balance | 3,039,882 | |||
Net premiums (discount), Beginning balance | 59,402 | |||
Deferred costs, Beginning balance | (21,020) | |||
Debt Issuances | 1,450 | |||
Debt Issuances, Deferred Costs | (27) | |||
Repayments, Extinguishment and Assumptions | (227,503) | |||
Repayments, Extinguishment and Assumptions, Net Premiums (Discount) | (1,364) | |||
Repayments, Extinguishment and Assumptions, Deferred costs | 510 | |||
(Accretion) and Amortization, (Premiums) Discount | (16,229) | |||
(Accretion) and Amortization, Deferred costs | 2,973 | |||
Outstanding balance, Ending balance | 2,813,829 | 2,813,829 | ||
Net premiums (discount), Ending balance | 41,809 | 41,809 | ||
Deferred costs, Ending balance | (17,564) | (17,564) | ||
Notes repaid prior to maturity | 83,500 | |||
Gain on extinguishment | (600) | |||
Write off of unamortized premiums | 300 | |||
Write off of prepayment penalties | 900 | |||
Mortgage Notes Payable [Member] | 2016 Property Dispositions [Member] | ||||
Debt [Roll Forward] | ||||
Unamortized premium written-off | 1,100 | |||
Unamortized deferred financing costs written-off | 300 | |||
Other Debt [Member] | ||||
Debt [Roll Forward] | ||||
Outstanding balance, Beginning balance | 33,463 | |||
Net premiums (discount), Beginning balance | 258 | |||
Repayments, Extinguishment and Assumptions | (10,453) | |||
(Accretion) and Amortization, (Premiums) Discount | (132) | |||
Outstanding balance, Ending balance | 23,010 | 23,010 | ||
Net premiums (discount), Ending balance | 126 | 126 | ||
Corporate Bonds [Member] | ||||
Debt [Roll Forward] | ||||
Outstanding balance, Beginning balance | 2,550,000 | |||
Net premiums (discount), Beginning balance | (2,745) | |||
Deferred costs, Beginning balance | (10,922) | |||
Total debt, Beginning balance | 2,536,333 | |||
Debt Issuances | 1,000,000 | |||
Debt Issuances, Deferred Costs | (17,128) | |||
Debt Issuances, Net | 982,872 | |||
Repayments, Extinguishment and Assumptions | (1,300,000) | |||
Repayments, Extinguishment and Assumptions, Net Premiums (Discount) | 73 | |||
Repayments, Extinguishment and Assumptions, Deferred costs | 1,898 | |||
Repayments, Extinguishment and Assumptions, Net | (1,298,029) | |||
(Accretion) and Amortization, (Premiums) Discount | 565 | |||
(Accretion) and Amortization, Deferred costs | 3,416 | |||
(Accretion) and Amortization | 3,981 | |||
Outstanding balance, Ending balance | 2,250,000 | 2,250,000 | ||
Net premiums (discount), Ending balance | (2,107) | (2,107) | ||
Deferred costs, Ending balance | (22,736) | (22,736) | ||
Total debt, Ending balance | 2,225,157 | 2,225,157 | ||
Convertible Debt [Member] | ||||
Debt [Roll Forward] | ||||
Outstanding balance, Beginning balance | 1,000,000 | |||
Net premiums (discount), Beginning balance | (17,779) | |||
Deferred costs, Beginning balance | (19,327) | |||
Total debt, Beginning balance | 962,894 | |||
(Accretion) and Amortization, (Premiums) Discount | 3,645 | |||
(Accretion) and Amortization, Deferred costs | 4,152 | |||
(Accretion) and Amortization | 7,797 | |||
Outstanding balance, Ending balance | 1,000,000 | 1,000,000 | ||
Net premiums (discount), Ending balance | (14,134) | (14,134) | ||
Deferred costs, Ending balance | (15,175) | (15,175) | ||
Total debt, Ending balance | 970,691 | 970,691 | ||
Credit Facility [Member] | ||||
Debt [Roll Forward] | ||||
Outstanding balance, Beginning balance | 1,460,000 | |||
Deferred costs, Beginning balance | (11,410) | |||
Total debt, Beginning balance | 1,448,590 | |||
Debt Issuances | 783,000 | |||
Debt Issuances, Deferred Costs | 0 | |||
Debt Issuances, Net | 783,000 | |||
Repayments, Extinguishment and Assumptions | (1,743,000) | |||
Repayments, Extinguishment and Assumptions, Deferred costs | 4,314 | |||
Repayments, Extinguishment and Assumptions, Net | (1,738,686) | |||
(Accretion) and Amortization, Deferred costs | 3,104 | |||
(Accretion) and Amortization | 3,104 | |||
Outstanding balance, Ending balance | 500,000 | 500,000 | ||
Deferred costs, Ending balance | (3,992) | (3,992) | ||
Total debt, Ending balance | 496,008 | 496,008 | ||
2016 Term Loan [Member] | ||||
Debt [Roll Forward] | ||||
Outstanding balance, Beginning balance | 0 | |||
Deferred costs, Beginning balance | 0 | |||
Total debt, Beginning balance | 0 | |||
Debt Issuances | 300,000 | |||
Debt Issuances, Deferred Costs | (2,764) | |||
Debt Issuances, Net | 297,236 | |||
Repayments, Extinguishment and Assumptions | (300,000) | |||
Repayments, Extinguishment and Assumptions, Deferred costs | 2,588 | |||
Repayments, Extinguishment and Assumptions, Net | (297,412) | |||
(Accretion) and Amortization, Deferred costs | 176 | |||
(Accretion) and Amortization | 176 | |||
Outstanding balance, Ending balance | 0 | 0 | ||
Deferred costs, Ending balance | 0 | 0 | ||
Total debt, Ending balance | $ 0 | $ 0 |
Debt (Mortgage Notes Payable) (
Debt (Mortgage Notes Payable) (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($)property | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 4.30% | |
Weighted-Average Years to Maturity | 4 years 6 months | |
Mortgage Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 643 | |
Gross Carrying Value of Collateralized Properties | $ 5,510,953,000 | |
Outstanding Balance | $ 2,813,829,000 | $ 3,039,882,000 |
Weighted-Average Interest Rate | 5.01% | |
Mortgage Notes Payable [Member] | Unconsolidated Joint Venture [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 46,200,000 | |
Weighted-Average Interest Rate | 3.93% | |
Mortgage Notes Payable [Member] | Weighted-Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 4 years 7 months 6 days | |
Mortgage Notes Payable [Member] | Weighted-Average [Member] | Unconsolidated Joint Venture [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 2 years 1 month 10 days | |
Mortgage Notes Payable [Member] | Minimum [Member] | Unconsolidated Joint Venture [Member] | ||
Debt Instrument [Line Items] | ||
Fixed and variable rate, maximum | 2.93% | |
Mortgage Notes Payable [Member] | Maximum [Member] | Unconsolidated Joint Venture [Member] | ||
Debt Instrument [Line Items] | ||
Fixed and variable rate, maximum | 5.20% | |
Mortgage Notes Payable [Member] | Fixed-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 642 | |
Gross Carrying Value of Collateralized Properties | $ 5,484,499,000 | |
Outstanding Balance | $ 2,804,142,000 | |
Weighted-Average Interest Rate | 5.01% | |
Mortgage Notes Payable [Member] | Fixed-rate debt [Member] | Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 242,400,000 | |
Mortgage Notes Payable [Member] | Fixed-rate debt [Member] | Weighted-Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 4 years 7 months 6 days | |
Mortgage Notes Payable [Member] | Variable-rate debt [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Gross Carrying Value of Collateralized Properties | $ 26,454,000 | |
Outstanding Balance | $ 9,687,000 | |
Weighted-Average Interest Rate | 3.79% | |
Mortgage Notes Payable [Member] | Variable-rate debt [Member] | Weighted-Average [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-Average Years to Maturity | 10 months 24 days | |
Mortgage Notes Payable [Member] | Recourse debt [Member] | Unconsolidated Joint Venture [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 0 |
Debt (Mortgage Notes Payable)81
Debt (Mortgage Notes Payable) (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 06, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
(Loss) gain on extinguishment and forgiveness of debt, net | $ (2,003) | $ 0 | $ (1,751) | $ 5,302 | ||
Mortgage Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage notes in connection with default from non-recourse loan | $ 38,100 | $ 53,800 | ||||
Gain (loss) on forgiveness of debt | (3,400) | $ 4,900 | ||||
Number of non-recourse loan secured properties | property | 2 | |||||
(Loss) gain on extinguishment and forgiveness of debt, net | (600) | |||||
Mortgage Notes Payable [Member] | Foreclosure [Member] | ||||||
Debt Instrument [Line Items] | ||||||
(Loss) gain on extinguishment and forgiveness of debt, net | $ 19,100 |
Debt (Aggregate Principal Repay
Debt (Aggregate Principal Repayments on Mortgage Notes) (Details) - Mortgage Notes Payable [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
October 1, 2016 - December 31, 2016 | $ 49,767 | |
2,017 | 420,662 | |
2,018 | 209,229 | |
2,019 | 229,516 | |
2,020 | 282,190 | |
Thereafter | 1,622,465 | |
Total | $ 2,813,829 | $ 3,039,882 |
Debt (Other Debt) (Narrative) (
Debt (Other Debt) (Narrative) (Details) - Other Debt [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 23,010 | $ 33,463 |
Unamortized net premium | $ 126 | $ 258 |
Interest rate | 5.81% | |
Scheduled principal repayments, 2016 | $ 2,000 | |
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, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 6,553,066 | $ 8,059,802 |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Collateral Carrying Value | 58,025 | |
Long-term Debt, Gross | 23,010 | $ 33,463 |
Other Debt [Member] | Mortgage notes receivable [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 7,279 | |
Collateral Carrying Value | 19,457 | |
Other Debt [Member] | Intercompany mortgage loans [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 1,754 | |
Collateral Carrying Value | 4,212 | |
Other Debt [Member] | CMBS [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 13,977 | |
Collateral Carrying Value | $ 34,356 |
Debt (Corporate Bonds) (Narrati
Debt (Corporate Bonds) (Narrative) (Details) - USD ($) $ in Thousands | Jul. 05, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
(Loss) gain on extinguishment and forgiveness of debt, net | $ (2,003) | $ 0 | $ (1,751) | $ 5,302 | ||
Corporate Bonds [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate balance outstanding | 2,250,000 | 2,250,000 | $ 2,550,000 | |||
VEREIT Operating Partnership, L.P. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
(Loss) gain on extinguishment and forgiveness of debt, net | (2,003) | $ 0 | (1,751) | $ 5,302 | ||
VEREIT Operating Partnership, L.P. [Member] | Corporate Bonds [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate balance outstanding | $ 2,250,000 | $ 2,250,000 | ||||
Interest rate | 4.056% | 4.056% | ||||
VEREIT Operating Partnership, L.P. [Member] | Corporate Bonds [Member] | 2021 Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate balance outstanding | $ 400,000 | $ 400,000 | ||||
Interest rate | 4.125% | 4.125% | ||||
VEREIT Operating Partnership, L.P. [Member] | Corporate Bonds [Member] | 2026 Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate balance outstanding | $ 600,000 | $ 600,000 | ||||
Interest rate | 4.875% | 4.875% | ||||
VEREIT Operating Partnership, L.P. [Member] | Corporate Bonds [Member] | 2017 Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate balance outstanding | $ 0 | |||||
Interest rate | 2.00% | |||||
Aggregate principal amount redeemed | $ 1,300,000 | |||||
(Loss) gain on extinguishment and forgiveness of debt, net | $ (13,200) | |||||
VEREIT Operating Partnership, L.P. [Member] | Corporate Bonds [Member] | 2019 Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate balance outstanding | $ 750,000 | $ 750,000 | ||||
Interest rate | 3.00% | 3.00% | ||||
Redemption price, percentage of principal | 100.00% | |||||
VEREIT Operating Partnership, L.P. [Member] | Corporate Bonds [Member] | 2024 Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate balance outstanding | $ 500,000 | $ 500,000 | ||||
Interest rate | 4.60% | 4.60% | ||||
Redemption price, percentage of principal | 100.00% |
Debt (Corporate Bonds) (Details
Debt (Corporate Bonds) (Details) - Corporate Bonds [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,250,000 | $ 2,550,000 |
VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 2,250,000 | |
Interest Rate | 4.056% | |
2019 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 750,000 | |
Interest Rate | 3.00% | |
2021 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 400,000 | |
Interest Rate | 4.125% | |
2024 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 500,000 | |
Interest Rate | 4.60% | |
2026 Senior Notes [Member] | VEREIT Operating Partnership, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 600,000 | |
Interest Rate | 4.875% |
Debt (Convertible Debt) (Narrat
Debt (Convertible Debt) (Narrative) (Details) - Convertible Debt [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 10, 2013 | Aug. 01, 2013 | Jul. 29, 2013 |
Debt Instrument [Line Items] | |||||
Aggregate balance outstanding | $ 1,000,000,000 | $ 1,000,000,000 | |||
2018 Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount issued | $ 287,500,000 | $ 10,000,000 | $ 300,000,000 | ||
Aggregate balance outstanding | 597,500,000 | ||||
2020 Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount issued | $ 402,500,000 | ||||
Aggregate balance outstanding | $ 402,500,000 |
Debt (Convertible Debt) (Detail
Debt (Convertible Debt) (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Weighted-average interest rate | 4.30% | |
Carrying value conversion options in additional paid-in capital | $ (28,600,000) | |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 1,000,000,000 | $ 1,000,000,000 |
Weighted-average interest rate | 3.30% | |
Unamortized discount | $ 14,134,000 | $ 17,779,000 |
Remaining amortization period | 2 years 9 months 18 days | |
Amount of General Partner OP Units per principal amount | $ 1,000 | |
Convertible Debt [Member] | 2018 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 597,500,000 | |
Interest Rate | 3.00% | |
Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 402,500,000 | |
Interest Rate | 3.75% | |
VEREIT Operating Partnership, L.P. [Member] | Convertible Debt [Member] | 2018 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 0.0606 | |
VEREIT Operating Partnership, L.P. [Member] | Convertible Debt [Member] | 2020 Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Conversion Rate | 0.0667 |
Debt (Credit Facility) (Narrati
Debt (Credit Facility) (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016USD ($)swap_agreement | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 496,008,000 | $ 496,008,000 | $ 1,448,590,000 |
VEREIT Operating Partnership, L.P. [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | 496,008,000 | 496,008,000 | $ 1,448,590,000 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Line of Credit Facility [Line Items] | |||
Loss on derivative instruments | 3,300,000 | ||
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 2,800,000,000 | 2,800,000,000 | |
Maximum aggregate amount outstanding at any one time | $ 25,000,000 | ||
Length of extension option | 1 year | ||
Maximum leverage ratio (less than or equal to) | 60.00% | 60.00% | |
Minimum fixed charge coverage ratio (of at least) | 1.5 | 1.5 | |
Secured leverage ratio (less than or equal to) | 45.00% | 45.00% | |
Unencumbered asset value ratio (less than or equal to) | 60.00% | 60.00% | |
Minimum tangible net worth covenant (of at least) | $ 5,500,000,000 | $ 5,500,000,000 | |
Minimum unencumbered interest coverage ratio (of at least) | 1.75 | ||
Minimum unencumbered asset value (of at least) | 8,000,000,000 | $ 8,000,000,000 | |
Credit Facility [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Line of Credit Facility [Line Items] | |||
Remaining borrowing capacity | 2,300,000,000 | $ 2,300,000,000 | |
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] | Credit Facility Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Current borrowing capacity | $ 500,000,000 | $ 500,000,000 | |
Debt repaid | 500,000,000 | ||
Write-off of unamortized deferred financing costs | $ 4,300,000 | ||
Credit Facility [Member] | Credit Facility Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.15% | ||
Credit Facility [Member] | Credit Facility Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.05% | ||
Credit Facility [Member] | Credit Facility Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.15% | ||
Credit Facility [Member] | Credit Facility Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.05% | ||
Credit Facility [Member] | Credit Facility Term Loan [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Line of Credit Facility [Line Items] | |||
Number of interest rate swaps terminated | swap_agreement | 2 | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Current borrowing capacity | $ 2,300,000,000 | $ 2,300,000,000 | |
Credit Facility [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | 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] | Fixed Interest Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 500,000,000 | $ 500,000,000 | |
Line of credit, amount bearing fixed interest rate, percentage | 3.25% | 3.25% | |
Credit Facility [Member] | Unencumbered Asset [Member] | Tranche One [Member] | |||
Line of Credit Facility [Line Items] | |||
Unencumbered Asset Value ratio | 35.00% | 35.00% | |
Credit Facility [Member] | Unencumbered Asset [Member] | Tranche Two [Member] | |||
Line of Credit Facility [Line Items] | |||
Unencumbered Asset Value ratio | 30.00% | 30.00% |
Debt (2016 Term Loan) (Narrativ
Debt (2016 Term Loan) (Narrative) (Details) - USD ($) | Sep. 29, 2016 | Jun. 02, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||||||
Loss from write-off of remaining amortized deferred financing costs | $ 2,003,000 | $ 0 | $ 1,751,000 | $ (5,302,000) | ||
VEREIT Operating Partnership, L.P. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss from write-off of remaining amortized deferred financing costs | $ 2,003,000 | $ 0 | $ 1,751,000 | $ (5,302,000) | ||
VEREIT Operating Partnership, L.P. [Member] | 2016 Term Loan [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term loan facility | $ 300,000,000 | |||||
Debt repaid | $ 300,000,000 | |||||
Loss from write-off of remaining amortized deferred financing costs | $ 2,600,000 |
Derivatives and Hedging Activ91
Derivatives and Hedging Activities (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2014USD ($) | Jan. 31, 2014USD ($) | Sep. 30, 2016USD ($)swap_agreement | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Interest Rate Swap [Member] | ||||||
Derivative [Line Items] | ||||||
Amount of gain (loss) related to change in fair value and other ineffectiveness | $ 300,000 | $ (900,000) | $ (1,100,000) | $ (1,500,000) | ||
Fair value interest rate derivatives | (9,400,000) | (9,400,000) | ||||
Aggregate termination value had provisions been breached | (9,400,000) | (9,400,000) | ||||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | ||||||
Derivative [Line Items] | ||||||
Reclassified from AOCI into interest expense | 1,200,000 | 5,100,000 | ||||
Gain in earnings related to ineffective portion | 1,000,000 | 1,100,000 | ||||
Loss on derivative instruments | (3,300,000) | |||||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative gain (loss) to be reclassified during next 12 months | $ (2,300,000) | (2,300,000) | ||||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Credit Facility Term Loan [Member] | Line of Credit [Member] | ||||||
Derivative [Line Items] | ||||||
Number of interest rate swaps terminated | swap_agreement | 2 | |||||
Treasury Lock [Member] | Cash Flow Hedging [Member] | ||||||
Derivative [Line Items] | ||||||
Loss on derivative instruments | $ (3,900,000) | |||||
Notional amount | $ 250,000,000 | |||||
Term of derivative contract | 10 years | |||||
Treasury Lock [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | ||||||
Derivative [Line Items] | ||||||
Interest expense | $ 100,000 | $ 300,000 |
Derivatives and Hedging Activ92
Derivatives and Hedging Activities (Schedule of Interest Rate Derivatives) (Details) - Interest Rate Swap [Member] | Sep. 30, 2016USD ($)derivative |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |
Derivative [Line Items] | |
Number of Instruments | derivative | 14 |
Notional Amount | $ | $ 691,016,000 |
Not Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Number of Instruments | derivative | 1 |
Notional Amount | $ | $ 51,400,000 |
Derivatives and Hedging Activ93
Derivatives and Hedging Activities (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 0 | $ 1,892 |
Derivative liabilities | (8,194) | (6,922) |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Rent and Tenant Receivables and Other Assets, Net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 98 |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Deferred Rent, Derivative and Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (723) | 0 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Rent and Tenant Receivables and Other Assets, Net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 1,794 |
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] | ||
Derivative liabilities | $ (7,471) | $ (6,922) |
Derivatives and Hedging Activ94
Derivatives and Hedging Activities (Tabular Disclosure Offsetting Derivatives) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 0 | $ 1,892 |
Gross Amounts of Recognized Liabilities | (8,194) | (6,922) |
Gross Amounts Offset in the Consolidated Balance Sheets | 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheets | 0 | 1,892 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets | (8,194) | (6,922) |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ (8,194) | $ (5,030) |
Supplemental Cash Flow Disclo95
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Disclosures: | ||
Cash paid for interest | $ 246,602 | $ 280,659 |
Cash paid for income taxes | 18,822 | 10,205 |
Non-cash investing and financing activities: | ||
Accrued capital expenditures and real estate developments | 3,556 | 4,363 |
Accrued deferred financing costs | 860 | 164 |
Distributions declared and unpaid | 146,118 | 130,648 |
Accrued equity issuance costs | 9 | 0 |
Mortgage note payable relieved by foreclosure | 38,050 | 53,798 |
Mortgage notes payable assumed in real estate disposition | $ 55,000 | $ 300,720 |
Accounts Payable and Accrued 96
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 42,915 | $ 56,273 |
Accrued real estate taxes | 42,812 | 47,319 |
Accrued legal fees | 14,214 | 9,212 |
Accounts payable | 6,223 | 2,868 |
Accrued other | 32,986 | 36,205 |
Accounts payable and accrued expenses | $ 139,150 | $ 151,877 |
Commitments and Contingencies97
Commitments and Contingencies (Litigation) (Narrative) (Details) $ in Thousands | Sep. 08, 2016officer | Dec. 31, 2013USD ($) | Oct. 31, 2013 | Jan. 20, 2015lawsuit |
SDNY Actions [Member] | Pending Litigation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of claims | lawsuit | 10 | |||
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% | |||
Putative Class Action [Member] | Pending Litigation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stipulation of settlement, maximum attorney fees | $ | $ 625 | |||
Audit Committee Investigation [Member] | SDNY Actions [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of individuals in civil complaint | officer | 2 |
Commitments and Contingencies98
Commitments and Contingencies (Future Obligations) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Ground Leases [Member] | |
Operating Leased Assets [Line Items] | |
October 1, 2016 - December 31, 2016 | $ 3,722 |
2,017 | 14,651 |
2,018 | 14,370 |
2,019 | 14,223 |
2,020 | 13,586 |
Thereafter | 224,662 |
Total | 285,214 |
Office Leases [Member] | |
Operating Leased Assets [Line Items] | |
October 1, 2016 - December 31, 2016 | 1,189 |
2,017 | 4,727 |
2,018 | 4,704 |
2,019 | 4,769 |
2,020 | 4,798 |
Thereafter | 14,089 |
Total | $ 34,276 |
Commitments and Contingencies99
Commitments and Contingencies (Purchase Commitments) (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)propertyreal_estate_investment_trustagreement | Dec. 31, 2015USD ($) | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||
Escrow deposits | $ 3,123 | $ 1,190 |
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 | 9 | |
Percentage of voting interests acquired | 100.00% | |
Number of properties acquired | property | 13 | |
Aggregate purchase price | $ 290,000 | |
Escrow deposits | $ 3,100 |
Equity (Common Stock and Genera
Equity (Common Stock and General Partner Common OP Units) (Narrative) (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (shares) | 974,183,819 | 904,884,394 |
Common stock, shares outstanding (shares) | 974,183,819 | 904,884,394 |
VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 974,183,819 | 904,884,394 |
General partners', units outstanding (shares) | 974,183,819 | 904,884,394 |
General Partner [Member] | VEREIT Operating Partnership, L.P. [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
General partners', units issued (shares) | 974,200,000 |
Equity (Common Stock Offering)
Equity (Common Stock Offering) (Details) - USD ($) $ in Thousands | Aug. 10, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Class of Stock [Line Items] | |||
Proceeds from the issuance of Common Stock, net of underwriters’ discount | $ 702,765 | $ 0 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Issuance of common stock (shares) | 69,000,000 | 69,000,000 | |
Proceeds from the issuance of Common Stock, net of underwriters’ discount | $ 702,500 |
Equity (Common Stock Continuous
Equity (Common Stock Continuous Offering Program) (Narrative) (Details) - Common Stock [Member] - USD ($) | Sep. 30, 2016 | Sep. 19, 2016 |
Class of Stock [Line Items] | ||
Distribution agreement gross sales price | $ 750,000,000 | |
Distribution agreement stock issued | $ 0 |
Equity (Series F Preferred Stoc
Equity (Series F Preferred Stock) (Narrative) (Details) - $ / shares | Jan. 03, 2014 | Sep. 30, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||
Preferred stock, shares issued (shares) | 42,834,138 | 42,834,138 | |
Preferred stock, shares outstanding (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 | |
Series F Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (shares) | 42,800,000 | ||
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] | Series F Preferred Stock [Member] | VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | |||
Class of Stock [Line Items] | |||
General partners', units issued (shares) | 42,200,000 | ||
ARCT IV OP Merger [Member] | ARCT IV [Member] | Series F Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Equity interest issued or issuable (shares) | 42,200,000 | ||
ARCT IV OP Merger [Member] | ARCT IV [Member] | Series F Preferred Stock [Member] | VEREIT Operating Partnership, L.P. [Member] | Preferred Units [Member] | |||
Class of Stock [Line Items] | |||
Series F preferred units (shares) | 700,000 |
Equity (Limited Partner OP Unit
Equity (Limited Partner OP Units) (Narrative) (Details) - VEREIT Operating Partnership, L.P. [Member] - Common Stock [Member] - shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 23,748,347 | 23,763,797 |
Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Limited partners', units outstanding (shares) | 23,750,000 | 23,763,797 |
Redemption of shares (shares) | (15,450) | |
Number of units requested for redemption (shares) | 13,100,000 | |
General Partner [Member] | ||
Class of Stock [Line Items] | ||
Redemption of shares (shares) | 15,450 |
Equity (Common Stock Dividends)
Equity (Common Stock Dividends) (Narrative) (Details) - $ / shares | Aug. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 02, 2016 |
Equity [Abstract] | ||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.14 | $ 0.14 | $ 0.41 | $ 0.14 | |
Annualized dividend rate (in dollars per share) | $ 0.55 |
Equity (Common Stock Repurchase
Equity (Common Stock Repurchases) (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
General Partner [Member] | |
Class of Stock [Line Items] | |
Common stock repurchases (shares) | 424,726 |
Equity-based Compensation (Equi
Equity-based Compensation (Equity Plan) (Narrative) (Details) - Equity Plan [Member] shares in Millions | 9 Months Ended |
Sep. 30, 2016shares | |
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) | 92.1 |
Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cumulative Restricted share awards (shares) | 4.1 |
Cumulative Restricted share awards forfeited (shares) | (3.6) |
Cumulative Restricted Stock Units (shares) | 3.4 |
Cumulative Restricted Stock Units forfeited (shares) | (0.5) |
Cumulative Deferred Stock Units (shares) | 0.2 |
Shares issued in period (shares) | 7.7 |
Equity-based Compensation (Rest
Equity-based Compensation (Restricted Stock) (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
General and Administrative Expense [Member] | Equity Plan [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 0.4 | $ 1.3 |
Equity-based Compensation (R109
Equity-based Compensation (Restricted Stock) (Details) - Equity Plan [Member] - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested shares, Beginning Balance (shares) | shares | 1,239,662 |
Vested (shares) | shares | (434,004) |
Forfeited (shares) | shares | (89,955) |
Unvested shares, Ending Balance (shares) | shares | 715,703 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested shares, Beginning Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 13.86 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 14.19 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 14.08 |
Unvested shares, Ending Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 13.64 |
Equity-based Compensation (Time
Equity-based Compensation (Time-Based Restricted Stock Units) (Narrative) (Details) - Time-Based Restricted Stock Units [Member] - Equity Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Requisite service period | 3 years | |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 0.9 | $ 2.5 |
Equity-based Compensation (Defe
Equity-based Compensation (Deferred Stock Units) (Narrative) (Details) - Equity Plan [Member] - Deferred Stock Units [Member] $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($)shares | Sep. 30, 2016USD ($)shares | |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | $ 34 | $ 700 |
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) | shares | 1 | 1 |
Equity-based Compensation (T112
Equity-based Compensation (Time-Based Restricted Stock Units and Deferred Stock Units) (Details) - Equity Plan [Member] | 9 Months Ended |
Sep. 30, 2016$ / 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, Beginning Balance (shares) | shares | 589,138 |
Granted (shares) | shares | 736,427 |
Vested (shares) | shares | (184,455) |
Forfeited (shares) | shares | (35,377) |
Unvested shares, Ending Balance (shares) | shares | 1,105,733 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested shares, Beginning Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 9.61 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 7.82 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 9.70 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 8.71 |
Unvested shares, Ending Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 8.43 |
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, Beginning Balance (shares) | shares | 0 |
Granted (shares) | shares | 79,208 |
Vested (shares) | shares | (79,208) |
Forfeited (shares) | shares | 0 |
Unvested shares, Ending Balance (shares) | 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, Beginning Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 0 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 9.18 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 9.18 |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Unvested shares, Ending Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 0 |
Equity-based Compensation (Mark
Equity-based Compensation (Market-Based Restricted Stock Units) (Narrative) (Details) - Market-Based Restricted Stock Units [Member] - Equity Plan [Member] - USD ($) $ / shares in Units, $ in Millions | Jul. 28, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Closing price threshold (in dollars per share) | $ 10 | |||
Closing price, threshold for consecutive trading days | 20 days | |||
Number of shares vested (shares) | 610,839 | 610,839 | ||
Number of shares settled for tax withholding (shares) | 199,858 | |||
Number of shares issued, net of tax withholding (shares) | 410,981 | |||
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ (0.1) | $ (0.8) |
Equity-based Compensation (Long
Equity-based Compensation (Long-Term Incentive Awards) (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Equity Plan [Member] | Long Term Incentive Target Awards [Member] | General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 1.3 | $ 3.3 |
Equity-based Compensation (M115
Equity-based Compensation (Market-Based Restricted Stock Units and LTI Target Awards) (Details) - Equity Plan [Member] - $ / shares | Jul. 28, 2016 | Sep. 30, 2016 |
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, Beginning Balance (shares) | 704,804 | |
Granted (shares) | 0 | |
Vested (shares) | (610,839) | (610,839) |
Forfeited (shares) | (93,965) | |
Unvested shares, Ending Balance (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, Beginning Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 8.58 | |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | 0 | |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 8.58 | |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | 8.58 | |
Unvested shares, Ending Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 0 | |
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, Beginning Balance (shares) | 731,448 | |
Granted (shares) | 855,471 | |
Vested (shares) | (3,362) | |
Forfeited (shares) | (52,109) | |
Unvested shares, Ending Balance (shares) | 1,531,448 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested shares, Beginning Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 11.38 | |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | 7.14 | |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 11.77 | |
Forfeited, Weighted-Average Grant Date Fair Value (in dollars per share) | 11.24 | |
Unvested shares, Ending Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 9.01 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2016USD ($)property | Dec. 31, 2015USD ($) | |
Selling Commissions Allowable [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage | 100.00% | |
Program Development Costs [Member] | Rent and Tenant Receivables and Other Assets, Net [Member] | ||
Related Party Transaction [Line Items] | ||
Reserves related to program development costs | $ 18.8 | $ 34.8 |
Cole REITs [Member] | Selling Commissions Allowable [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage | 100.00% | |
Cole REITs [Member] | Program Development Costs [Member] | Rent and Tenant Receivables and Other Assets, Net [Member] | ||
Related Party Transaction [Line Items] | ||
Organization and offering costs | $ 12.3 | 12.9 |
Reserves related to program development costs | $ 18.8 | $ 34.8 |
Cole 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 a117
Related Party Transactions and Arrangements (Offering Fee Summary for Cole REITs) (Details) | Nov. 01, 2016 | Sep. 30, 2016 |
Selling Commissions Allowable [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage | 100.00% | |
Cole REITs [Member] | Selling Commissions Allowable [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage | 100.00% | |
CCPT V [Member] | Selling Commissions [Member] | Class A Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 7.00% | |
CCPT V [Member] | Selling Commissions [Member] | Class T Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 3.00% | |
CCPT V [Member] | Dealer Manager Fees [Member] | Class A Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 2.00% | |
CCPT V [Member] | Dealer Manager Fees [Member] | Class T Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 2.00% | |
CCPT V [Member] | Annual Distribution and Stockholder Servicing Fee [Member] | Class T Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 0.80% | |
CCPT V [Member] | Annual Distribution and Stockholder Servicing Fee [Member] | Class T Shares [Member] | Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 1.00% | |
CCPT V [Member] | Annual Distribution and Stockholder Servicing Fee [Member] | Maximum [Member] | Class T Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 4.00% | |
INAV [Member] | Selling Commissions [Member] | Maximum [Member] | Advisor Class Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 3.75% | |
INAV [Member] | Dealer Manager Fees [Member] | Wrap Class Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 0.55% | |
INAV [Member] | Dealer Manager Fees [Member] | Advisor Class Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 0.55% | |
INAV [Member] | Dealer Manager Fees [Member] | Institutional Class Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 0.25% | |
INAV [Member] | Dealer Manager Fees [Member] | INAV Classes [Member] | ||
Related Party Transaction [Line Items] | ||
Daily accrual percentage of estimated per share NAV and payable monthly in arrears | 0.27% | |
INAV [Member] | Annual Distribution and Stockholder Servicing Fee [Member] | Advisor Class Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 0.50% | |
CCIT III [Member] | Selling Commissions [Member] | Class A Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 7.00% | |
CCIT III [Member] | Selling Commissions [Member] | Class T Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 3.00% | |
CCIT III [Member] | Dealer Manager Fees [Member] | Class A Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 2.00% | |
CCIT III [Member] | Dealer Manager Fees [Member] | Class T Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 2.00% | |
CCIT III [Member] | Annual Distribution and Stockholder Servicing Fee [Member] | Class T Shares [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue from related party, percentage of gross offering proceeds | 1.00% |
Related Party Transactions a118
Related Party Transactions and Arrangements (Transaction-Related Fees for Cole REITs) (Details) | Sep. 30, 2016 |
CCPT V [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCPT V [Member] | Acquisition 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] | Performance Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 15.00% |
CCIT III [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCIT III [Member] | Acquisition Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 2.00% |
CCIT III [Member] | Disposition Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 1.00% |
CCIT III [Member] | Performance Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 15.00% |
CCIT III [Member] | Financing Coordination Fee [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 1.00% |
CCIT II [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 8.00% |
CCIT II [Member] | Acquisition 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] | Performance Fees [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 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] | Performance Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 15.00% |
Related Party Transactions a119
Related Party Transactions and Arrangements (Management Fees for Cole REITs) (Details) | Sep. 30, 2016 |
CCPT V [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCPT V [Member] | Asset Management / Advisory Fees [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.65% |
CCPT V [Member] | Asset Management / Advisory Fees [Member] | Maximum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.75% |
INAV [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
INAV [Member] | Asset Management / Advisory Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.90% |
INAV [Member] | Performance Fees [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 25.00% |
Percent of aggregate total return for any individual year | 10.00% |
CCIT III [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 6.00% |
CCIT III [Member] | Asset Management / Advisory Fees [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.65% |
CCIT III [Member] | Asset Management / Advisory Fees [Member] | Maximum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.75% |
CCIT II [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 8.00% |
CCIT II [Member] | Asset Management / Advisory Fees [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.65% |
CCIT II [Member] | Asset Management / Advisory Fees [Member] | Maximum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.75% |
CCPT IV [Member] | |
Related Party Transaction [Line Items] | |
Threshold for return on stockholders' capital | 8.00% |
CCPT IV [Member] | Asset Management / Advisory Fees [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.65% |
CCPT IV [Member] | Asset Management / Advisory Fees [Member] | Maximum [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related party, percentage | 0.75% |
Related Party Transactions a120
Related Party Transactions and Arrangements (Revenue from Cole REITs) (Details) - USD ($) $ in Thousands | Jan. 29, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 30,538 | $ 26,780 | $ 94,038 | $ 77,816 | |
Affiliated Entity [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest income | 0 | 306 | 308 | 967 | |
Offering-related fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 9,545 | 5,850 | 32,850 | 14,483 | |
Selling commissions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 5,008 | 3,328 | 18,112 | 8,345 | |
Dealer manager and distribution fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 2,237 | 1,258 | 7,292 | 3,143 | |
Reimbursement revenue [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 2,300 | 1,264 | 7,446 | 2,995 | |
Transaction service fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 3,499 | 6,636 | 10,297 | 20,857 | |
Acquisition fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 2,813 | 6,233 | 8,273 | 14,913 | |
Disposition fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 0 | 0 | 0 | 4,350 | |
Reimbursement revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 686 | 403 | 2,024 | 1,594 | |
Management fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 17,494 | 13,988 | 50,583 | 41,509 | |
Asset and property management fees and leasing fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 53 | 108 | 159 | 332 | |
Advisory and performance fee revenue [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | 13,011 | 10,998 | 37,621 | 32,674 | |
Reimbursement revenues [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 4,430 | 2,882 | $ 12,803 | 8,503 | |
Selling commissions allowable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Selling commissions reallowed | 100.00% | 100.00% | |||
Dealer manager fees reimbursement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 900 | 600 | $ 2,800 | 1,300 | |
Disposition fee revenue [Member] | CCIT [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 4,400 | ||||
Revenue from Managed Real Estate Investment Trusts, Excluding Fees from Real Estate Programs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related-party revenues | $ 500 | $ 1,100 | $ 1,100 | $ 4,700 |
Related Party Transactions a121
Related Party Transactions and Arrangements (Investment in the Cole REITs) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Aggregate equity investments | $ 24,711 | $ 24,711 | $ 56,824 | ||
Net (loss) income | 488 | $ 1,611 | |||
Cole REITs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Aggregate equity investments | 6,102 | 6,102 | |||
Net (loss) income | (1) | $ (27) | (128) | $ 63 | |
Cole REITs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Aggregate equity investments | $ 6,100 | $ 6,100 | $ 4,100 |
Related Party Transactions a122
Related Party Transactions and Arrangements (Schedule of Investment in the Cole REITs) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Carrying Amount of Investment | $ 24,711 | $ 56,824 |
Funds not yet in offering | 400 | |
Cole REITs [Member] | ||
Related Party Transaction [Line Items] | ||
Carrying Amount of Investment | $ 6,102 | |
CCPT V [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 1.00% | |
Carrying Amount of Investment | $ 1,448 | |
INAV [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 0.09% | |
Carrying Amount of Investment | $ 143 | |
CCIT II [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 0.44% | |
Carrying Amount of Investment | $ 1,299 | |
CCIT III [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 100.00% | |
Carrying Amount of Investment | $ 2,697 | |
CCPT IV [Member] | ||
Related Party Transaction [Line Items] | ||
% of Outstanding Shares Owned | 0.01% | |
Carrying Amount of Investment | $ 115 |
Related Party Transactions a123
Related Party Transactions and Arrangements (Due To Affiliates) (Narrative) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 0 | $ 230,000 |
Cole REITs [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 0 | $ 200,000 |
Related Party Transactions a124
Related Party Transactions and Arrangements (Due from Affiliates) (Narrative) (Details) - USD ($) | Sep. 23, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 20,883,000 | $ 60,633,000 | |
Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 2,800,000,000 | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 1.80% | ||
CCI III OP [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 10,300,000 | ||
Maximum borrowing capacity | $ 30,000,000 | ||
Interest rate | 5.05% | ||
CCI III OP [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
CCI III OP [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Variable interest rate | 2.20% | ||
CCI III OP [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Variable interest rate | 2.75% | ||
CCIT II [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 60,000,000 | ||
CCIT II [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 2.20% | ||
Affiliated Entity [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 0 | $ 50,000,000 | |
CCPT V [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 60,000,000 | ||
CCPT V [Member] | Credit Facility [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||
Related Party Transaction [Line Items] | |||
Basis spread on variable rate | 2.20% | ||
Excluding balances from Cole REITs [Member] | |||
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 10,600,000 | $ 10,600,000 |
Net Income (Loss) Per Share_125
Net Income (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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to the General Partner | $ 29,495 | $ 7,529 | $ (80,445) | $ (128,963) |
Dividends to preferred shares and units | (17,973) | (17,974) | (53,919) | (53,920) |
Net income (loss) available to the General Partner | 11,522 | (10,445) | (134,364) | (182,883) |
Earnings allocated to participating securities | (154) | (217) | (400) | (222) |
Income attributable to limited partners | (739) | 0 | 0 | 0 |
Net Income (loss) attributable to common stockholders/unitholders and limited partners used in basic and diluted net income (loss) per share/unit | $ 12,107 | $ (10,662) | $ (134,764) | $ (183,105) |
Weighted average number of common stock outstanding - basic (shares) | 943,480,170 | 903,461,323 | 917,233,898 | 903,267,282 |
Effect of Limited Partner OP Units and dilutive securities (shares) | 25,206,373 | 0 | 0 | 0 |
Weighted average number of common stock outstanding - diluted (shares) | 968,686,543 | 903,461,323 | 917,233,898 | 903,267,282 |
Basic and diluted net income (loss) per share attributable to common stockholders and limited partners (in dollars per share) | $ 0.01 | $ (0.01) | $ (0.15) | $ (0.20) |
Net Income (Loss) Per Share_126
Net Income (Loss) Per Share/Unit (Narrative) (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
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 (shares) | 2.2 | 0.9 | 2.3 |
Restricted Stock and Restricted Stock Units (RSUs) [Member] | VEREIT Operating Partnership, L.P. [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 2.2 | 0.9 | 2.3 |
Limited Partner Common Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 23.8 | 23.8 | 23.8 |
Net Income (Loss) Per Share_127
Net Income (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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to the Operating Partnership | $ 29,495 | $ 7,529 | $ (80,445) | $ (128,963) |
Dividends to preferred units | (17,973) | (17,974) | (53,919) | (53,920) |
Net Income (loss) attributable to common stockholders/unitholders and limited partners used in basic and diluted net income (loss) per share/unit | $ 12,107 | $ (10,662) | $ (134,764) | $ (183,105) |
Weighted average number of common units outstanding - basic (shares) | 943,480,170 | 903,461,323 | 917,233,898 | 903,267,282 |
Effect of dilutive securities (shares) | 25,206,373 | 0 | 0 | 0 |
Weighted average number of common units outstanding - diluted (shares) | 968,686,543 | 903,461,323 | 917,233,898 | 903,267,282 |
VEREIT Operating Partnership, L.P. [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to the Operating Partnership | $ 30,234 | $ 7,737 | $ (82,578) | $ (132,458) |
Dividends to preferred units | (17,973) | (17,974) | (53,919) | (53,920) |
Net income (loss) available to the Operating Partnership | 12,261 | (10,237) | (136,497) | (186,378) |
Earnings allocated to participating units | (154) | (217) | (400) | (222) |
Net Income (loss) attributable to common stockholders/unitholders and limited partners used in basic and diluted net income (loss) per share/unit | $ 12,107 | $ (10,454) | $ (136,897) | $ (186,600) |
Weighted average number of common units outstanding - basic (shares) | 967,237,921 | 927,225,120 | 940,995,665 | 927,031,079 |
Effect of dilutive securities (shares) | 1,448,622 | 0 | 0 | 0 |
Weighted average number of common units outstanding - diluted (shares) | 968,686,543 | 927,225,120 | 940,995,665 | 927,031,079 |
Basic and diluted net loss per unit attributable to common unitholders (in dollars per share) | $ 0.01 | $ (0.01) | $ (0.15) | $ (0.20) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
(Provision for) benefit from income taxes | $ (1,598,000) | $ (1,500,000) | $ (1,374,000) | $ (4,824,000) |
Unrecognized tax benefits | 0 | 0 | 0 | 0 |
Cole Capital Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
(Provision for) benefit from income taxes | (59,000) | 738,000 | 3,321,000 | 2,387,000 |
REI Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
(Provision for) benefit from income taxes | $ (1,539,000) | $ (2,238,000) | $ (4,695,000) | $ (7,211,000) |
Subsequent Events (Real Estate
Subsequent Events (Real Estate Investment Activity) (Details) $ in Millions | 1 Months Ended | 9 Months Ended |
Oct. 28, 2016USD ($)property | Sep. 30, 2016property | |
Subsequent Event [Line Items] | ||
Number of real estate properties disposed | property | 35 | |
Subsequent Event [Member] | 2016 Property Dispositions [Member] | ||
Subsequent Event [Line Items] | ||
Number of real estate properties disposed | property | 9 | |
Aggregate gross sales price | $ 57.2 | |
Company's share of proceeds | 54.8 | |
Estimated gain on sale of properties | $ 3 |
Subsequent Events (Common Stock
Subsequent Events (Common Stock Dividend) (Details) - $ / shares | Nov. 01, 2016 | Aug. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 02, 2016 |
Subsequent Event [Line Items] | |||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | $ 0.14 | $ 0.14 | $ 0.41 | $ 0.14 | ||
Annualized dividend rate (in dollars per share) | $ 0.55 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Quarterly dividend of common stock declared (in dollars per share) | $ 0.1375 | ||||||
Annualized dividend rate (in dollars per share) | $ 0.55 |
Subsequent Events (Preferred St
Subsequent Events (Preferred Stock Dividend) (Details) - Subsequent Event [Member] | Nov. 01, 2016$ / shares |
Subsequent Event [Line Items] | |
Dividend accrual period on annual basis | 360 days |
Annual dividend rate (in dollars per share) | $ 1.675 |
Annualized dividend rate, per 30-day month | $ 0.1395833 |